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PROSPECTUS
87,836 Shares
Manpower Inc.
Common Stock
This Prospectus relates to up to 87,836 shares of common
stock, $.01 par value per share (the "Shares"), of Manpower Inc.
(the "Company") which may be offered from time to time by the
selling shareholders named herein (the "Selling Shareholders").
The Company will not receive any of the proceeds from the sale of
the Shares. The Company will bear the costs relating to the
registration of the Shares, estimated to be approximately
$1,265.
The Shares may be offered for sale from time to time by the
Selling Shareholders named herein, or by their pledgees, donees,
transferees or other successors in interest, to or through
underwriters or directly to other purchasers or through agents in
one or more transactions on or through the facilities of the New
York Stock Exchange, Inc. ("NYSE"), in the over-the-counter
market, in one or more private transactions, or in a combination
of such methods of sale, at prices and on terms then prevailing,
at prices related to such prices, or at negotiated prices. A
Selling Shareholder may pledge all or a portion of the Shares
owned by it as collateral in loan transactions. Upon default by a
Selling Shareholder, the pledgee in such loan transaction would
have the same rights of sale as a Selling Shareholder under this
Prospectus. A Selling Shareholder may also transfer Shares owned
by it by gift, and upon any such transfer the donee would have the
same rights of sale as such Selling Shareholder under this
Prospectus. The Selling Shareholders and any brokers and dealers
through whom sales of the Shares are made may be deemed to be
"underwriters" within the meaning of the Securities Act of 1933,
as amended (the "Securities Act"), and the commissions or
discounts and other compensation paid to such persons may be
regarded as underwriters' compensation.
The Shares are included for quotation on the NYSE under the
symbol "MAN". On July 16, 1996, the last sale price of the Common
Stock as reported on the NYSE was $33.00 per share.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is July 17, 1996
No person has been authorized to give any information or to
make on behalf of the Company any representations, other than
those contained in this Prospectus, in connection with the offer
made hereby, and, if given or made, such other information or
representation must not be relied upon as having been authorized
by the Company. This Prospectus does not constitute an offer to
sell, or a solicitation of an offer to buy, any security other
than the securities offered hereby, or an offer to sell or
solicitation of any offer to buy such securities in any
jurisdiction in which such offer or solicitation is not qualified
or to any person to whom such offer or solicitation would be
unlawful. Neither the delivery of this Prospectus nor any sale
made hereunder shall under any circumstances create any
implication that there has been no change in the affairs of the
Company since the date hereof or that the information contained or
incorporated by reference herein is correct as of any date
subsequent to the date hereof.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the
Securities and Exchange Commission (the "Commission") pursuant to
the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), are incorporated in this Prospectus by reference:
(1) the Company's Annual Report on Form 10-K for the
year ended December 31, 1995;
(2) the Company's Quarterly Report on Form 10-Q for
the quarter ended March 31, 1996; and
(3) the description of the Company's Common Stock
contained in the Company's Registration Statement on Form 8-
A filed with the Commission on January 22, 1991 pursuant to
Section 12 of the Exchange Act, including any amendment or
report filed for the purpose of updating such description.
All reports and other documents subsequently filed by the
Company pursuant to Section 13, 14 or 15(d) of the Exchange Act
and prior to the termination of the offering of the Common Stock
offered hereby shall be deemed to be incorporated by reference
into this Prospectus and to be a part hereof. Such documents, and
the documents listed above, are hereinafter referred to as
"Incorporated Documents." Any statement contained herein or in an
Incorporated Document shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed Incorporated
Document modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as
so modified or superseded, to constitute a part of this
Prospectus.
The information relating to the Company contained in this
Prospectus summarizes, is based upon, or refers to, information
and financial statements contained in one or more Incorporated
Documents; accordingly, such information contained herein is
qualified in its entirety by reference to Incorporated Documents
and should be read in conjunction therewith.
The Company will provide without charge to each person to
whom a copy of this Prospectus has been delivered, upon the
written or oral request of any such person, a copy of any or all
of the Incorporated Documents, other than exhibits to such
documents (unless such exhibits are specifically incorporated by
reference into such documents). Requests for such copies should
be directed to Corporate Secretary, Manpower Inc., 5301 North
Ironwood Road, Milwaukee, Wisconsin 53217; telephone: (414) 961-
1000.
THE COMPANY
The Company is a holding company whose principal operating
subsidiary is Manpower Wisconsin Inc. ("Manpower"), formerly known
as Manpower International Inc. Manpower is the largest non-
governmental employment services organization in the world,(1)
with over 2,400 offices in 41 countries. Manpower is primarily
engaged in temporary help, contract services and training and
testing of temporary and permanent workers. The Company provides
employment services to a wide variety of customers, none of which
individually comprise a significant portion of revenues within a
given geographic region or for the Company as a whole.
Additional information regarding the Company, including the
audited financial statements of the Company and a description of
the Company's Common Stock, is contained in the Incorporated
Documents. See "Incorporation of Certain Documents by Reference."
The executive offices of the Company are located at 5301
North Ironwood Road, Milwaukee, Wisconsin 53217; its telephone
number at such address is (414) 961-1000.
(1) Based on publicly available information, including annual
reports to shareholders, filings with governmental agencies
and investment analysts reports.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of
the Shares by the Selling Shareholders.
SELLING SHAREHOLDERS
The following information regarding the Common Stock offered
hereby has been provided to the Company by the Selling
Shareholders identified below and reflects information concerning
beneficial ownership of Common Stock as of the date of this
Prospectus. All of the shares of Common Stock offered hereby were
acquired by the Selling Shareholders in connection with the
Company's acquisition of Manpower Incorporated of Reading, a
temporary help business.
Shares Owned
Name of Prior to Shares
Selling Shareholder this Offering Offered Hereby (2)
Walter Kiebach 80,781(1) 72,612
Franklin Rothenberger 16,937(1) 15,224
(1) Includes 8,169 and 1,713 Shares beneficially owned by
Messrs. Kiebach and Rothenberger, respectively, and held
pursuant to an escrow agreement until February 1997.
(2) Some or all of the Shares covered by this Prospectus may be
offered from time to time on a delayed or continuing basis
by a Selling Shareholder.
PLAN OF DISTRIBUTION
Any distribution of the Shares by a Selling Shareholder, or
by pledgees, donees, transferees or other successors in interest,
may be effected from time to time in one or more of the following
transactions: (a) to underwriters who will acquire the Shares for
their own account and resell them in one or more transactions,
including negotiated transactions, at a fixed public offering
price or at varying prices determined at the time of sale (any
public offering price and any discount or concessions allowed or
reallowed or paid to dealers may be changed from time to time);
(b) through brokers, acting as principal or agent, in transactions
(which may involve crosses and block transactions) on or through
the facilities of the NYSE, other exchanges, in the over-the-
counter market, in special offerings, or otherwise, at market
prices prevailing at the time of sale, at prices related to such
prevailing market prices, at negotiated prices or at fixed prices;
or (c) directly or through brokers or agents in private sales at
negotiated prices, or by any other legally available means.
A Selling Shareholder and any such underwriters, brokers,
dealers or agents, upon effecting the sale of the Shares, may be
deemed "underwriters" as that term is defined by the Securities
Act.
Underwriters participating in any offering made pursuant to
this Prospectus (as amended or supplemented from time to time) may
receive underwriting discounts and commissions, and discounts or
concessions may be allowed or reallowed or paid to dealers, and
brokers or agents participating in such transactions may receive
brokerage or agent's commissions or fees.
In order to comply with the securities laws of certain
states, if applicable, the Shares will be sold in such
jurisdictions only through registered or licensed brokers or
dealers. In addition, in certain states the Shares may not be
sold unless the Shares have been registered or qualified for sale
in such state or an exemption from registration or qualification
is available and complied with.
All expenses in connection with the registration of the
Shares were paid by the Company. Commissions and discounts, if
any, attributable to the sale of the Shares will be borne by the
Selling Shareholders. The Selling Shareholders and/or the Company
may agree to indemnify any agent, dealer or broker-dealer that
participates in transactions involving sales of the Shares against
certain liabilities, including liabilities arising under the
Securities Act. The Company and the Selling Shareholders have
agreed to indemnify each other and certain other persons against
certain liabilities in connection with the offering of the Shares,
including liabilities arising under the Securities Act.
The Selling Shareholders may also sell the Shares in
transactions that do not require registration under the Securities
Act, pursuant to Rule 144 under the Securities Act, or otherwise,
in lieu of sales by means of this Prospectus.
LEGAL OPINION
The validity of the Shares offered hereby has been passed
upon by Godfrey & Kahn, S.C. In the opinion of Godfrey & Kahn,
S.C., the Shares are duly and validly authorized, fully paid and,
subject to Section 180.0622(2)(b) of the Wisconsin Statutes,
nonassessable. Section 180.0622(2)(b) of the Wisconsin Statutes
provides that shareholders of a corporation may be assessed up to
the par value of their shares to satisfy the obligations of such
corporation to its employees for services rendered, but not
exceeding six months service in the case of any individual
employee. Certain Wisconsin courts have interpreted "par value"
to mean the full amount paid by the purchaser of shares upon
issuance thereof.
Mr. Dudley J. Godfrey, Jr. is a director of the Company and
a senior shareholder of Godfrey & Kahn, S.C.
EXPERTS
The audited financial statements and schedules incorporated
by reference in this Prospectus have been audited by Arthur
Andersen LLP, independent public accountants, as indicated in
their reports with respect thereto, and are included herein in
reliance upon the authority of said firm as experts in giving said
reports.
AVAILABLE INFORMATION
The Company is subject to the information requirements of
the Securities Exchange Act of 1934, as amended, and in accordance
therewith files reports, proxy and information statements and
other information with the Securities and Exchange Commission.
The Company has filed with the Commission a Registration Statement
under the Securities Act of 1933, as amended, with respect to the
Common Stock offered hereby. This Prospectus does not contain all
the information set forth in the Registration Statement and
exhibits thereto, or amendments thereto, to which reference is
hereby made. Such reports, proxy and information statements,
Registration Statement and exhibits and other information filed by
the Company may be inspected and, upon payment of prescribed fees,
copied at the public reference facilities of the Commission at
Room 1024, Judiciary Plaza, 450 Fifth Street N.W., Washington,
D.C. 20549, and at the Regional Offices of the Commission at Suite
1300, 7 World Trade Center, New York, New York 10048, and at Suite
1400, Northwestern Atrium Center, 500 West Madison Street,
Chicago, Illinois 60661. The Commission maintains a web site
(http://www.sec.gov) that contains reports, proxy and information
statements and other information regarding registrants that file
electronically with the Commission. In addition, the Company's
Common Stock is included for quotation on the NYSE, and such
reports, proxy and information statements, Registration Statement
and other information concerning the Company should be available
for inspection and copying at the offices of the New York Stock
Exchange, Inc., 20 Broad Street, New York, New York 10005, on
which exchange the Company's Common Stock is traded.