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UNITED STATES OMB Number: 3235-0145
SECURITIES AND EXCHANGE COMMISSION Expires: October 31, 2002
Washington, D.C. 20549 Estimated average burden
hours per form.... 14.9
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SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 9)*
ADMINISTAFF, INC.
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(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
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(Title of Class of Securities)
00 7094105
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(CUSIP Number)
CAROL V. SCHWARTZ, ESQ.
AMERICAN EXPRESS COMPANY
200 VESEY STREET
49 FLOOR
NEW YORK, NEW YORK 10285
(212) 640-5714
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
February 25, 2003
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(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 which is the subject of this Schedule 13D, and is filing this
schedule because of 'SS''SS' 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box. [ ]
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See 'SS' 240.13d-7(b) for other
parties to whom copies are to be sent.
*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
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).
Page 1 of 7 pages
SCHEDULE 13D
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CUSIP No. 00 7094105
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
American Express Travel Related Services Company, Inc.
I.R.S. Identification No. 13-3133497
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) | |
(b) | |
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3
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
[ ]
NA
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of New York
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NUMBER OF SHARES 7 SOLE VOTING POWER
2,530,000
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BENEFICIALLY
OWNED BY
EACH REPORTING 8 SHARED VOTING POWER
0
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PERSON
WITH 9 SOLE DISPOSITIVE POWER
2,530,000
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,530,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.32%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Page 2 of 7 pages
This Amendment No. 9 (this "Amendment") amends and supplements
the Schedule 13D originally filed on February 6, 1998, as amended (the
"Schedule"), by American Express Travel Related Services Company, Inc. ("TRS")
with respect to the common stock, par value $0.01 per share (the "Common
Stock"), of Administaff, Inc., a Delaware corporation (the "Issuer"). All
capitalized terms used in this Amendment and not otherwise defined in this
Amendment have the meanings ascribed to such terms in the Schedule.
Items 4, 5 and 6 of the Schedule are hereby amended and
supplemented by adding thereto the following:
On February 25, 2003, the Issuer purchased from TRS 1,286,252
shares of Common Stock at the purchase price of $6.00 per share. Concurrent with
the purchase of such shares, the Issuer and TRS agreed to extend their joint
marketing agreement through 2006 for all new Issuer markets opened by the end
of 2005. Under terms of the agreement, the Issuer's personnel management
services are co-marketed to American Express' small business client base in
select markets.
Currently, TRS beneficially owns 2,530,000 shares of
Common Stock, representing approximately 8.32% of the Issuer's outstanding
shares of Common Stock. The foregoing percentages are based on the information
contained in the Issuer's most recent quarterly report on Form 10-Q, filed on
November 13, 2002, which indicates that, as of November 11, 2002, 27,881,404
shares of Common Stock were outstanding.
Item 7 of the Schedule is hereby amended by filing as
Exhibit 99.1, the letter agreement dated February 25, 2003 between the Issuer
and TRS relating to the sale of the shares to TRS.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement with respect
to American Express Travel Related Services Company, Inc. is true, complete and
correct.
Dated: February 26, 2003
AMERICAN EXPRESS TRAVEL RELATED
SERVICES COMPANY, INC.
By: /s/ Stephen P. Norman
Name: Stephen P. Norman
Title: Secretary
Page 3 of 7 pages
APPENDIX A
AMERICAN EXPRESS COMPANY
LIST OF DIRECTORS AND OFFICERS
The following individuals are executive officers or directors
of American Express. Unless otherwise noted, each individual is a citizen of the
United States, and the business address of each executive officer of American
Express is American Express Tower, World Financial Center, 200 Vesey Street, New
York, New York 10285.
Name Title Principal Occupation and Address and
---- ----- ------------------------------------
Business of Employer
--------------------
Daniel F. Akerson Director Former Chairman and Chief Executive
Officer
XO Communications, Inc.
1111 Sunset Hills Road, 5th Floor
Reston, Virginia 20190
Edwin L. Artzt Director Retired Chairman of the Board and Chief
Executive Officer
The Proctor & Gamble Company
One Proctor & Gamble Plaza
Cincinnati, Ohio 45202-3315
Charlene Barshefsky Director Senior International Partner
Wilmer Cutler & Pickering
2445 M Street, N.W.
Washington, D.C. 20037
William G. Bowen Director President
The Andrew W. Mellon Foundation
140 East 62nd Street
New York, New York 10021
Kenneth I. Chenault Chairman, Chief Executive
Officer and Director
James M. Cracchiolo Group President--
Global Financial Services
Gary L. Crittenden Chief Financial Officer
Peter R. Dolan Director Chairman and Chief Executive Officer
Bristol-Myers Squibb Company
345 Park Avenue
New York, N.Y. 10154-0037
Ursula F. Fairbairn Executive Vice President,
Human Resources
Edward P. Gilligan Group President--
Global Corporate Services
Page 4 of 7
Name Title Principal Occupation and Address and
---- ----- ------------------------------------
Business of Employer
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John D. Hayes Executive Vice President,
Advertising
David C. House Group President--
Global Establishment
Services and Travelers
Cheque
F. Ross Johnson Director Chairman and Chief Executive Officer
RJM Group
200 Galleria Parkway, N.W., Suite 970
Atlanta, Georgia 30339
Vernon E. Jordan, Jr. Director Senior Managing Director
Lazard Freres & Co. LLC
30 Rockefeller Plaza
New York, NY 10020
Alfred Kelly Jr. Group President--
U.S. Consumer and
Small Business Services
Jan Leschly Director Chairman and Chief Executive Officer
Care Capital LLC
Princeton Overlook I
100 Overlook Center and Route 1
Princeton, NJ 08540
Jonathan S. Linen Vice Chairman
Richard A. McGinn Director Partner
RRE Ventures
126 East 56th Street
New York, NY 10022
Louise M. Parent Executive Vice President and
General Counsel
Frank P. Popoff Director Former Chairman and
Chief Executive Officer
The Dow Chemical Company
2030 Dow Center
Midland, Michigan 48674
Glen Salow Executive Vice President and
Chief Information Officer
Thomas Schick Executive Vice President--
Corporate Affairs and
Communications
Page 5 of 7
Name Title Principal Occupation and Address and
---- ----- ------------------------------------
Business of Employer
--------------------
Robert D. Walter Director Chairman and Chief Executive Officer
Cardinal Health, Inc.
7000 Cardinal Place
Dublin, Ohio 43017
Page 6 of 7
AMERICAN EXPRESS TRAVEL RELATED SERVICES COMPANY, INC.
LIST OF DIRECTORS AND OFFICERS
The following individuals are executive officers or directors
of TRS. Unless otherwise noted, each individual is a citizen of the United
States, and the business address of each executive officer of TRS, and of
American Express Company, is American Express Tower, World Financial Center, 200
Vesey Street, New York, New York 10285.
Name Title Principal Occupation and Address and
---- ----- ------------------------------------
Business of Employer
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Kenneth I. Chenault Chairman, Chief Executive Chief Executive Officer
Officer and Director American Express Company
James M. Cracchiolo Group President - Global Group President-
Financial Services Global Financial Services
American Express Company
Edward P. Gilligan Group President-- Group President--
Global Corporate Services Global Corporate Services
American Express Company
David C. House Group President--Global Group President--Global Establishment
Establishment Services and Services and Travelers Cheque
Travelers Cheque American Express Company
Alfred Kelly Jr. Group President-- Group President--
U.S. Consumer and U.S. Consumer and
Small Business Services Small Business Services
American Express Company
John Koslow Assistant Treasurer
Michael C. Kuchs Assistant Secretary Assistant Secretary, American Express
Company
Jonathan S. Linen Vice Chairman and Director Vice Chairman, American Express
Company
Stephen P. Norman Secretary Secretary, American Express Company
Louise M. Parent General Counsel and Director Executive Vice President and
General Counsel
American Express Company
Anne Schepp Insurance Officer
Jay B. Stevelman Treasurer
Page 7 of 7
STATEMENT OF DIFFERENCES
The section symbol shall be expressed as...................................'SS'