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OMB Number: 3235-0145 |
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
(Name of Issuer)
Class A Common Stock, $1.00 Par Value
Class B Common Stock, $1.00 Par Value
(Title of Class of Securities)
Class
A Common Stock -- 488152208
Class B Common Stock -- 488152307
(CUSIP Number)
Terrence
B. Larkin, Esq.
Bodman LLP
6th Floor at Ford Field
1901 St. Antoine Street
Detroit, Michigan 48226
313-259-7777
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on 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).
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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CUSIP No. |
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488152307 - Class B Common Stock (voting) |
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3 |
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of |
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6 |
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1 |
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NAMES OF REPORTING PERSONS:
Terence E. Adderley |
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
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(a) o |
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(b) o |
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3 |
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SEC USE ONLY: |
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4 |
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SOURCE OF FUNDS (SEE INSTRUCTIONS): |
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OO |
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5 |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION: |
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United States of America
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7 |
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SOLE VOTING POWER: |
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NUMBER OF |
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3,141,940 |
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SHARES |
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SHARED VOTING POWER: |
BENEFICIALLY |
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OWNED BY |
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72,450 |
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EACH |
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SOLE DISPOSITIVE POWER: |
REPORTING |
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PERSON |
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3,141,940 |
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WITH |
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SHARED DISPOSITIVE POWER: |
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72,450 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: |
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3,214,390 |
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12 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): |
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92.8% |
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14 |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): |
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IN |
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Item 1.
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Security and Issuer |
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Securities
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Class A Common Stock, $1.00
par value (Class A Stock) non-voting |
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Class B Common Stock, $1.00
par value (Class B Stock) voting |
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Issuer
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Kelly Services, Inc., a Delaware corporation (the Company) |
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Principal |
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Executive Office
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999 West Big Beaver Road, Troy, Michigan 48084-4782 |
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Item 2.
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Identity and Background, |
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(a) Name of person filing: Terence E. Adderley |
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(b) Business address: Same as Companys address given under Item 1 |
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(c) Present
principal occupation and name, principal business and address of organization through which |
principal occupation is carried out: |
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Non-Executive Chairman of the
Board
Kelly Services, Inc.
(see Item 1 for address) |
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(d) During the last five years, I have not been convicted in any criminal proceeding (traffic
violations or similar misdemeanors excluded).
(e) During the last five years, I have not been a party to any civil proceeding of a judicial
or administrative body of competent jurisdiction as a result of which I am or was subject to a
judgment, decree, or final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation with respect to
such laws.
(f) I am a citizen of the United States of America.
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Item 3.
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Source and Amount of Funds or Other Consideration. |
I am the beneficial owner of 11,806,504 shares of Class A Stock (non-voting) and 3,214,390 shares
of Class B Stock (voting) as set forth below. The changes
in the description of the ownership of Class B Stock set forth below
from that disclosed in my Schedule 13D filed on January 13, 1998
reflects the distribution of Class B Stock from the William R. Kelly
Marital Trust to me directly (my Revocable Living Trust B) on June
22, 2005. The aggregate amount of my Class B Stock has not changed.
My ownership of Class A Stock set forth below primarily reflects the
distribution of Class A Stock from the William R. Kelly Marital Trust
to me directly (my Revocable Living Trust A) on June 22, 2005 and
sales of Class A Stock for liquidity purposes to meet ongoing estate
obligations.
Class A
Stock: 4,786,890 shares held by the Terence E. Adderley Revocable
Living Trust A of which I am the trustee and have sole investment and
voting power, 4,495,013 shares in William R. Kelly
Marital Trust of which I am co-trustee with JP Morgan Chase N.A. (formerly Bank One Trust Company
N.A.); 30,000 shares in a charitable trust of which I am co-trustee with JP Morgan Chase N.A.;
260,612 shares in an irrevocable trust, of which I am a beneficiary; 1,499,513 shares held in
separate trusts of which I am a co-trustee with sole or shared investment power, in which I have no
equity interest; 223,642 shares held in the Estate of Margaret A. Kelly (the Estate), of which I
am co-personal representative; and 510,834 shares which I have the right to acquire through the
exercise of options within 60 days.
Class B
Stock: 1,970,751 shares held by the Terence E. Adderley Revocable Living Trust B
of which I am the trustee and have sole investment and voting power; 1,171,189 shares in the
William R. Kelly Marital Trust of which I am a co-trustee and have sole investment and voting
power; 71,825 shares in an irrevocable trust, of which I am beneficiary and have shared voting and
investment power; and 625 shares held in five separate trusts of which I am a co-trustee with
shared voting and investment power, in which I have no equity interest.
On February 8, 2006, I suffered a cardiac incident. On February 27, 2006, the Company announced
that its Board of Directors had implemented a corporate succession plan naming Cart T. Camden as
chief
PAGE 4
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o PAGES
executive officer and Verne G. Istock as non-executive chairman of the board. Prior thereto, I was
the chief executive officer and chairman of the board of the Company. On March 2, 2006, the
Probate Court of Oakland County, Michigan determined that I was medically incapacitated. As a
result thereof, I ceased sole or shared voting and/or dispositive
power, as applicable, with respect to the Class A Stock and
Class B Stock held by the above-referenced trusts, and in the Estate, and the successor trustees or
co-trustees of such trusts and the co-personal representative of the Estate held the voting and
dispositive power. I recovered from the cardiac incident, and on May 10, 2006, the board of
directors named me as the non-executive chairman of the board, and Mr. Istock as lead director.
Mr. Camden continues as president and chief executive officer of the Company. Effective May 16,
2006, I regained sole or shared voting and/or dispositive power, as
applicable, with respect to Class A Stock
and Class B Stock held by the above-referenced trusts and Estate as disclosed.
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Item 4.
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Purpose of Transaction. |
See Item 3 above for a discussion of the cardiac incident which temporarily affected my beneficial
ownership of Class A Stock and Class B Stock.
I currently have no plans or proposals which relate to or would result in (a) the acquisition by
any person of additional securities of the Company or the disposition of securities of the Company;
(b) an extraordinary corporate transaction, such as a merger, organization, or liquidation
involving the Company or any of its subsidiaries; (c) a sale or transfer of a material amount of
assets of the Company or any of its subsidiaries; (d) any change in the present board of directors
or management of the Company, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board; (e) any material change in the present
capitalization or dividend policy of the Company; (f) any other material change in the Companys
business or corporate structure; (g) changes in the Companys charter, bylaws, or instruments
corresponding thereto or other actions which may impede the acquisition of control of the Company
by any person; (h) causing a class of securities of the Company to be delisted from a national
securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system
of a registered national securities association; (i) a class of equity securities of the Company
becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934; or (j) any action similar to any of those enumerated above. Notwithstanding
the foregoing, I may, in my discretion, as authorized by the various trust agreements, take any of
the foregoing actions as I may deem appropriate from time to time in light of the circumstances
that may arise from time to time.
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Item 5.
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Interest in Securities of the Issuer |
The following information is based on the number of outstanding shares of Class A Common Stock
and Class B Common Stock as set forth in the Companys Form 10-Q for the quarterly period ended
April 2, 2006.
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(a) (b) |
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Class A Stock (non-voting) |
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(i) |
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Sole Voting Power |
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N/A |
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(ii) |
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Shared Voting Power |
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N/A |
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(iii) |
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Sole Dispositive Power (including the right to acquire 510,834 shares through the exercise of options within 60 days) |
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10,046,379 |
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(iv) |
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Shared Dispositive Power |
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1,760,125 |
PAGE 5
o OF 6
o PAGES
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(v) |
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Aggregate Amount Beneficially Owned |
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11,806,504 |
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(vi) |
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Percent of Class |
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35.8% |
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(a) (b) |
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Class B Stock (voting) |
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(i) |
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Sole Voting Power |
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3,141,940 |
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(ii) |
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Shared Voting Power |
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72,450 |
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(iii) |
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Sole Dispositive Power |
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3,141,940 |
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(iv) |
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Shared Dispositive Power |
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72,450 |
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(v) |
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Aggregate Amount Beneficially Owned |
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3,214,390 |
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(vi) |
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Percent of Class |
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92.8% |
(c) Other than as disclosed in Item 3 above, I have not effected any transactions in Class A
Stock or Class B Stock during the past 60 days.
(d) Each
trust and the Estate referred to in Item 3 above has the right to receive the dividends from or the
proceeds of any sale of shares of Class A Stock and Class B
Stock, as applicable, held in such trust or Estate, for the benefit
of such trusts or Estate's beneficiaries. All beneficiaries of the trusts
or Estate are either members of my fathers
family, including my mother (Margaret J. Adderley), myself, and my descendants, and charities.
(e) Not applicable.
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Item 6.
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Contracts, Arrangements, Understandings, or Relationships with Respect to Securities of the Issuer. |
I have no contracts, arrangements, understandings, or relationships with any other person with
respect to any securities of the Company, including but not limited to transfer or voting of any of
the securities of the Company, finders fees, joint ventures, loan or option arrangements, puts or
calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.
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Item 7.
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Material to Be Filed as Exhibits. |
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None |
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.
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Dated: May 31, 2006 |
/s/ Terence E. Adderley
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Terence E. Adderley |
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PAGE 6
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o PAGES