WESTERN STAFF SERVICES INC
SC 13G, 1998-02-13
HELP SUPPLY SERVICES
Previous: WINSLOEW FURNITURE INC, SC 13G/A, 1998-02-13
Next: SECURITY DYNAMICS TECHNOLOGIES INC /DE/, SC 13G/A, 1998-02-13




<PAGE>


                     SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549

                                SCHEDULE 13G

         INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2
                          (Amendment No.       )
                                         ------

                        Western Staff Services, Inc.
                     ----------------------------------
                              (Name of Issuer)

                               Common Stock
                     ----------------------------------
                       (Title of Class of Securities)

                               959586 10 8
                     ----------------------------------
                              (CUSIP Number)


Check the following box if a fee is being paid with this statement / / (A fee 
is not required if the filing person: (1) has a previous statement on file 
reporting beneficial ownership of more than five percent of the class of 
securities described in Item 1; and (2) has filed no amendment subsequent 
thereto reporting beneficial ownership of five percent or less of such 
class.) (See Rule 13d-7).

   (1)The remainder of  this cover  page  shall  be  filled  out  for a 
reporting person's  initial  filing on this  form with  respect to the  
subject  class of securities,  and for any  subsequent  amendment  containing 
information  which would alter the disclosures provided in a prior page.

   The information  required in the  remainder of this  cover page shall not be
deemed to be "filed"  for the purpose of  Section 18 of the Securities Exchange
Act of 1934  ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other  provisions of the Act  (however, see
the Notes).

                        (Continued on following page(s))


                              (Page 1 of 5 Pages)



<PAGE>

CUSIP No. 959586 10 8                 13G                    Page 2 of 5 Pages

- -------------------------------------------------------------------------------
 (1) Names of Reporting Persons.  S.S. or I.R.S. Identification Nos. of Above
     Persons

     Stover Revocable Trust dated November 16, 1988, as amended
- -------------------------------------------------------------------------------
 (2) Check the Appropriate Box if a Member     (a)  / /
     of a Group*                               (b)  / /
- -------------------------------------------------------------------------------
 (3) SEC Use Only

- -------------------------------------------------------------------------------
 (4) Citizenship or Place of Organization
     California
- -------------------------------------------------------------------------------
     Number of Shares     (5) Sole Voting Power
      Beneficially            5,958,218 shares of Common Stock  
        Owned by          --------------------------------------------------
     Each Reporting       (6) Shared Voting Power
      Person With             *
                          --------------------------------------------------
                          (7) Sole Dispositive Power
                              5,958,218 shares of Common Stock
                          --------------------------------------------------
                          (8) Shared Dispositive Power
                              *
- -------------------------------------------------------------------------------
 (9) Aggregate Amount Beneficially Owned by Each Reporting Person

     6,097,222
- -------------------------------------------------------------------------------
(10) Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*
     695,589 owned by The Stover Charitable Lead Annuity Trust of which    /X/
     W. Robert Stover is Trustee but has disclaimed beneficial ownership.
- -------------------------------------------------------------------------------
(11) Percent of Class Represented by Amount in Row (9)

     59.4%
- -------------------------------------------------------------------------------
(12) Type of Reporting Person*

     00
- -------------------------------------------------------------------------------

*  113,571 shares of Common Stock are directly owned by the Stover Foundation 
(the "Old Foundation"); 25,433 shares of Common Stock are directly owned by 
the Stover Foundation, a California nonprofit religious corporation (the "New 
Foundation"), W. Robert Stover, the Chairman of the Board and Chief Executive 
Officer of the Issuer and the Co-Trustee of the Reporting Person is a 
director of the Old Foundation and the New Foundation.


<PAGE>

CUSIP No. 959586 10 8                 13G                    Page 3 of 5 Pages

- -------------------------------------------------------------------------------

ITEM 1(a).  NAME OF ISSUER

            Western Staff Services, Inc.
- -------------------------------------------------------------------------------


ITEM 1(b).  ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES

            301 Lennon Lane, Walnut Creek, California 94598
- -------------------------------------------------------------------------------


ITEM 2(a).  NAME OF PERSON(s) FILING

            Stover Revocable Trust dated November 16, 1998, as amended
- -------------------------------------------------------------------------------


ITEM 2(b).  ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

            120 Wildwood Gardens, Piedmont, CA 94611
- -------------------------------------------------------------------------------


ITEM 2(c).  CITIZENSHIP

            United States
- -------------------------------------------------------------------------------


ITEM 2(d).  TITLE OF CLASS OF SECURITIES

            Common Stock
- -------------------------------------------------------------------------------


ITEM 2(e).  CUSIP NUMBER

            959586 10 8
- -------------------------------------------------------------------------------


ITEM 3.  IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b), OR 13d-2(b),
         CHECK WHETHER THE PERSON FILING IS A:  Not applicable

    (a) / / Broker or Dealer registered under Section 15 of the Act

    (b) / / Bank as defined in Section 3(a)(6) of the Act

    (c) / / Insurance Company as defined in Section 3(a)(19) of the Act

    (d) / / Investment Company registered under Section 8 of the Investment
            Company Act

    (e) / / Investment Adviser registered under Section 203 of the Investment
            Advisers Act of 1940

    (f) / / Employee Benefit Plan, Pension Fund which is subject to the
            provisions of the Employee Retirement Income Security Act of 1974
            or Endowment Fund; SEE Rule 13d-1(b)(1)(ii)(F)

    (g) / / Parent Holding Company, in accordance with Rule 13d-1(b)(ii)(G)
            SEE Item 7.

    (h) / / Group, in accordance with Rule 13d-1(b)(1)(ii)(H).


ITEM 4.  OWNERSHIP.

    If the percent of the class owned, as of December 31 of the year covered 
by the statement, or as of the last day of any month described in 
Rule 13d-1(b)(2), if applicable, exceeds five percent, provide the following 
information as of that date and identify those shares which there is a right 
to acquire.

    (a) Amount beneficially owned:
                                  6,097,222
    ---------------------------------------------------------------------------

    (b) Percent of class:
                                   59.4%
    ---------------------------------------------------------------------------


<PAGE>

CUSIP No. 959586 10 8                 13G                    Page 4 of 5 Pages

- -------------------------------------------------------------------------------

    (c) Number of shares as to which such person has:

          (i) Sole power to vote or to direct the vote   5,958,218
                                                       ------------------------

         (ii) Shared power to vote or to direct the vote  139,004
                                                         ----------------------
        (iii) Sole power to dispose or to direct the disposition of  5,958,218
                                                                   ------------


        (iv) Shared power to dispose or to direct the disposition of  139,004
                                                                     ----------

ITEM 5.  OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.  Not applicable

If this statement is being filed to report the fact that as of the date hereof
the reporting person has ceased to be the beneficial owner of more than five
percent of the class of securities, check the following  / /.


ITEM 6.  OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON

        Joan C. Stover, Co-Trustee of Stover Revocable Trust dated 
        November 16, 1988, as amended

     If any other person is known to have the right to receive or the power 
to direct the receipt of dividends from, or the proceeds from the sale of, 
such securities, a statement to that effect should be included in response to 
this item and, if such interest relates to more than five percent of the 
class, such person should be identified. A listing of the shareholders of an 
investment company registered under the Investment Company Act of 1940 or the 
beneficiaries of an employee benefit plan, pension fund or endowment fund is 
not required.


ITEM 7.  IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
         THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY,
         Not Applicable.

     If a parent holding company has filed this schedule, pursuant to 
Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit 
stating the identity and the Item 3 classification of the relevant 
subsidiary. If a parent holding company has filed this schedule pursuant to 
Rule 13d-1(c), attach an exhibit stating the identification of the relevant 
subsidiary.


ITEM 8.  IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. 
         Not applicable

     If a group has filed this schedule pursuant to Rule 13d-1(b)(ii)(H), so 
indicate under Item 3(h) and attach an exhibit stating the identity and Item 3 
classification of each member of the group. If a group has filed this 
schedule pursuant to Rule 13d-1(c), attach an exhibit stating the identity of 
each member of the group.


ITEM 9.  NOTICE OF DISSOLUTION OF GROUP. Not applicable.

     Notice of dissolution of a group may be furnished as an exhibit stating 
the date of the dissolution and that all further filings with respect to 
transactions in the security reported on will be filed, if required, by 
members of the group, in their individual capacity. SEE Item 5.


ITEM 10. CERTIFICATION

     The following certification shall be included if the statement is filed 
pursuant to Rule 13d-1(b):

         "By signing below I certify  that,  to the best of my  knowledge and 
     belief, the  securities  referred to above  were  acquired in the  
     ordinary  course  of business and were not acquired for the purpose of 
     and do not have the effect of changing or  influencing the  control of 
     the issuer of such securities and were not acquired in  connection with 
     or as a participant in any  transaction having such purpose or 
     effect."




<PAGE>

CUSIP No. 959586 10 8                 13G                    Page 5 of 5 Pages

- -------------------------------------------------------------------------------


                                  SIGNATURE

    After  reasonable  inquiry and to the  best of my  knowledge and  belief, I
certify that the  information set forth in this statement is true, complete and
correct.

                                       February 12, 1998
                                       ----------------------------------------
                                                      (Date)

                                       W. Robert Stover    /s/ W. Robert Stover
                                       Co-Trustee, Stover Revocable Trust dated
                                       ----------------------------------------
                                                      (Signature)

                                       November 16, 1988 as amended
                                       ----------------------------------------
                                                      (Name/Title)




© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission