<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
ADMINISTAFF, INC.
___________________________________
(Name of Issuer)
Common Stock, par value $0.01 per share
___________________________________
(Title of Class of Securities)
00 7094105
___________________________________
(CUSIP Number)
*The remainder of this cover page shall be filled out for a reporting
person's initial filing of 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 cover 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 (the "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).
Page 1 of 12 Pages
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SCHEDULE 13G
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CUSIP No. 00 7094105 Page 2 of 12 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Pyramid Ventures, Inc.
EIN 13-3407479
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) / /
(b) /X/
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF 5 SOLE VOTING POWER
SHARES
BENEFICIALLY 1,609,732
OWNED BY EACH ------------------------------------------------------
REPORTING 6 SHARED VOTING POWER
PERSON WITH
0
------------------------------------------------------
7 SOLE DISPOSITIVE POWER
1,609,732
------------------------------------------------------
8 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,609,732
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES /X/
(See Instructions)
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
12.0%
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12 TYPE OF REPORTING PERSON (See Instructions)
CO
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SCHEDULE 13G
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CUSIP No. 00 7094105 Page 3 of 12 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Bankers Trust New York Corporation
EIN 13-6180473
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions
(a) / /
(b) /X/
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF 5 SOLE VOTING POWER
SHARES
BENEFICIALLY 0*
OWNED BY EACH -----------------------------------------------------
REPORTING 6 SHARED VOTING POWER
PERSON WITH
0
-----------------------------------------------------
7 SOLE DISPOSITIVE POWER
0*
-----------------------------------------------------
8 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0*
- --------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES /X/
(See Instructions)
- --------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
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12 TYPE OF REPORTING PERSON (See Instructions)
CO
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* Pyramid Ventures, Inc. is an indirect wholly-owned subsidiary of Bankers
Trust New York Corporation. As a result, Bankers Trust New York
Corporation may be deemed to be the indirect beneficial owner of the
shares of Common Stock of Issuer beneficially owned by Pyramid Ventures,
Inc.
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SCHEDULE 13G
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CUSIP No. 00 7094105 Page 4 of 12 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Bankers Trust Company
EIN 13-4941247
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions) (a) / /
(b) / /
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
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NUMBER OF 5 SOLE VOTING POWER
SHARES
BENEFICIALLY 200*
OWNED BY EACH ------------------------------------------------------
REPORTING 6 SHARED VOTING POWER
PERSON WITH
0
------------------------------------------------------
7 SOLE DISPOSITIVE POWER
200*
------------------------------------------------------
8 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
200*
- --------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES / /
(See Instructions)
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.001%
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12 TYPE OF REPORTING PERSON (See Instructions)
BK, IA
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* Represents shares of Issuer's Common Stock held as fiduciary on behalf of
its customers. Bankers Trust Company may be deemed to be the beneficial
owner of such shares.
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SCHEDULE 13G
ITEM 1(A). NAME OF ISSUER: Administaff, Inc.
ITEM 1(B). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
19001 Crescent Springs Drive
Kingwood, Texas 77339-3802
ITEM 2(A). NAME OF PERSON FILING.
ITEM 2(B). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE.
ITEM 2(C). CITIZENSHIP.
This Schedule 13G is being filed by: (i) Pyramid Ventures,
Inc., a Delaware corporation ("Pyramid"), with respect to shares of Common Stock
of the Issuer deemed to be beneficially owned by it; (ii) Bankers Trust New York
Corporation, a New York corporation ("BTNY"), which as a parent of Pyramid may
be deemed to be the indirect beneficial owner of the shares of Common Stock of
the Issuer owned by Pyramid; and (iii) Bankers Trust Company, a New York banking
corporation ("BTCo."), with respect to shares of the Issuer beneficially held by
it as fiduciary on behalf of its customers. Pyramid, BTNY and BTCo. are referred
to collectively as the "Reporting Persons". The principal business office of
each of the Reporting Persons is in care of Bankers Trust Company, 130 Liberty
Street, New York, New York 10006.
ITEM 2(D). TITLE OR CLASS OF SECURITIES: Common Stock, par value $0.01
per share
ITEM 2(E). CUSIP NUMBER: 00 7094105
ITEM 3. Not applicable.
If this statement is filed pursuant to Rule 13d-1(b) or
13d-2(b), check whether the person filing is a:
(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 Section
240.13d-1(b)(1)(ii)(F)
(g) [ ] Parent Holding Company, in accordance with Section
240.13d-1(b)(ii)(G) (Note: See Item 7)
(h) [ ] Group, in accordance with Section 240.13d-1(b)(1)(ii)(H)
Page 5 of 12 Pages
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ITEM 4. OWNERSHIP.
(a) Amount Beneficially Owned:
(i) Pyramid beneficially owns 1,609,732 shares of Common
Stock of the Issuer, constituting approximately 12.0% of the 13,796,651 shares
of Common Stock of the Issuer reported to be outstanding as set forth in the
Issuer's Form 8-A (File No. 13998), dated as of January 28, 1997.
Pyramid is a party to that certain Voting Agreement, dated as of
May 13, 1994 (the "Voting Agreement"), among Paul J. Sarvadi, Gerald M.
McIntosh, Richard G. Rawson, William E. Lange, Scott C. Hensel, James W.
Hammond, Gary F. Reed, the Sarvadi Family Foundation, the McIntosh Charitable
Remainder Unit Trust, the Hammond Family Foundation, the Gary and Nancy Reed
Foundation, the Board of Trustees of the Texas Growth Fund--1991 Trust and
Pyramid.
The Voting Agreement sets forth certain voting provisions among
the parties thereto with respect to the election of directors of the Issuer. As
a result of the Voting Agreement, the parties thereto may be deemed to be
members of a "group" within the meaning of Rule 13d-5(b)(i) under the Securities
Exchange Act of 1934, as amended, and accordingly may be deemed to have
beneficial ownership of all of the shares of Common Stock of the Issuer that are
subject to the Voting Agreement. In total, 9,302,538 shares of Common Stock,
constituting approximately 67.4% of the 13,796,651 shares of Common Stock of the
Issuer reported to be outstanding as set forth in the Issuer's Form 8-A (File
No. 13998), dated as of January 28, 1997, are subject to the Voting Agreement.
However, each of the Reporting Parties disclaims both membership in such group
and beneficial ownership of such shares of Common Stock of the Issuer, other
than the shares of Common Stock expressly identified herein as beneficially
owned by the Reporting Parties.
The Voting Agreement is filed as Exhibit 1.2 to this Schedule
13G.
(ii) As a parent of Pyramid, BTNY may be deemed to be the
indirect beneficial owner of the shares of Common Stock of the Issuer owned by
Pyramid.
(iii) BTCo. may be deemed to be the beneficial owner of 200
shares of Common Stock of the Issuer held by it as fiduciary on behalf of its
customers, constituting approximately 0.001% of the shares of Common Stock of
the Issuer reported to be outstanding as set forth in the Issuer's Form 8-A
(File No. 13998), dated as of January 28, 1997.
(b) Percent of Class:
(i) Pyramid: 12.0%
(ii) BTNY: 0%
(iii) BTCo.: 0.001%
Page 6 of 12 Pages
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(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote:
(x) Pyramid: 1,609,732
(y) BTNY: 0
(z) BTCo.: 200
(ii) Shared power to vote or to direct the vote:
(x) Pyramid: 0
(y) BTNY: 0
(z) BTCo.: 0
(iii) Sole power to dispose or to direct the
disposition of:
(x) Pyramid: 1,609,732
(y) BTNY: 0
(z) BTCo.: 200
(iv) Shared power to dispose or to direct the
disposition of:
(x) Pyramid: 0
(y) BTNY: 0
(z) BTCo.: 0
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
Not applicable.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT OF BEHALF OF ANOTHER
PERSON.
Not applicable.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT
HOLDING COMPANY.
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
See Item 2 above.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not applicable.
Page 7 of 12 Pages
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ITEM 10. CERTIFICATION.
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 purposes or effect.
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.
Date: February 13, 1997 PYRAMID VENTURES, INC.,
a Delaware corporation
By: /s/ Brian Talbot
______________________________________
Brian Talbot
Secretary/Treasurer
Page 8 of 12 Pages
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ITEM 10. CERTIFICATION.
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 purposes or effect.
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.
Date: February 13, 1997 BANKERS TRUST NEW YORK CORPORATION,
a Delaware corporation
By:/s/ Joseph T. Wood
____________________________________
Joseph T. Wood
Senior Vice President
Page 9 of 12 Pages
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ITEM 10. CERTIFICATION.
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 purposes or effect.
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.
Date: February 13, 1997 BANKERS TRUST COMPANY,
a New York corporation
By:/s/ James T. Byrne
_______________________________________
James T. Byrne
Managing Director
Page 10 of 12 Pages
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Description
- ------- -----------
<S> <C>
1.1 Joint Filing Statement of Pyramid Ventures, Inc., Bankers Trust
New York Corporation and Bankers Trust Company.
1.2 Voting Agreement, dated as of May 13, 1994, among Paul J. Sarvadi,
Gerald M. McIntosh, Richard G. Rawson, William E. Lange, Scott C.
Hensel, James W. Hammond, Gary F. Reed, the Sarvadi Family
Foundation, the McIntosh Charitable Remainder Unit Trust, the
Hammond Family Foundation, the Gary and Nancy Reed Foundation, the
Board of Trustees of the Texas Growth Fund--1991 Trust and Pyramid
Ventures, Inc.*
</TABLE>
- -------------
* Incorporated by reference to the Issuer's Registration Statement on
Form S-1, as amended, File No. 33-96952.
Page 11 of 12 Pages
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EXHIBIT 1.1
JOINT FILING STATEMENT
Pursuant to Rule 13d-1(f)(1), each of the undersigned hereby consents
to the joint filing of a statement on Schedule 13G with respect to shares of
Common Stock, par value $0.01 per share, of Administaff, Inc. on behalf of each
of them.
Date: February 13, 1997 PYRAMID VENTURES, INC.,
a Delaware corporation
By:/s/ Brian Talbot
__________________________________
Brian Talbot
Secretary/Treasurer
BANKERS TRUST NEW YORK CORPORATION,
a Delaware corporation
By:/s/ Joseph T. Wood
__________________________________
Joseph T. Wood
Senior Vice President
BANKERS TRUST COMPANY,
a New York corporation
By:/s/ James T. Byrne
__________________________________
James T. Byrne
Managing Director
Page 12 of 12 Pages
