SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
Kforce Inc.
_____________________
(Name of Issuer)
Common Stock, par value $.01
________________________
(Title of Class of Securities)
493732 10 1
____________________________
(CUSIP Number)
December 31, 2003
________________________________
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
[ ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[X ] Rule 13d-1(d)
CUSIP No. 493732 101 1 Page 2 of 7
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NAME OF REPORTING PERSON Howard W. Sutter I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] |
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3 |
SEC USE ONLY
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CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER 158,909 |
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6 |
SHARED VOTING POWER 1,600,316 |
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7 |
SOLE DISPOSITIVE POWER 158,909 |
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SHARED DISPOSITIVE POWER 1,600,316 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,759,225 |
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10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.7% |
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TYPE OF REPORTING PERSON* IN | ||
*SEE
INSTRUCTIONS BEFORE FILLING OUT.
CUSIP No. 493732 101 1 Page 3 of 7
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NAME OF REPORTING PERSON Sutter Investments Limited Partnership I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] |
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3 |
SEC USE ONLY
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CITIZENSHIP OR PLACE OF ORGANIZATION Nevada, U.S.A. |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER -0- |
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6 |
SHARED VOTING POWER 1,595,316 |
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7 |
SOLE DISPOSITIVE POWER -0- |
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8 |
SHARED DISPOSITIVE POWER 1,595,316 |
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9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,595,316 |
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10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] |
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11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.2% |
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TYPE OF REPORTING PERSON* PN | ||
*SEE
INSTRUCTIONS BEFORE FILLING OUT.
CUSIP No. 493732 101 1 Page 4 of 7
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NAME OF REPORTING PERSON H. S. Investments, Inc. I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] |
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3 |
SEC USE ONLY
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4 |
CITIZENSHIP OR PLACE OF ORGANIZATION Nevada, U.S.A. |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER -0- |
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6 |
SHARED VOTING POWER 1,595,316 |
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7 |
SOLE DISPOSITIVE POWER -0- |
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8 |
SHARED DISPOSITIVE POWER 1,595,316 |
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9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,595,316 |
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10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] |
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11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.2% |
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TYPE OF REPORTING PERSON* CO | ||
*SEE
INSTRUCTIONS BEFORE FILLING OUT.
CUSIP No. 493732 101 1 Page 5 of 7
This Amendment No. 2 to Schedule 13G, is being filed on behalf of Howard W. Sutter ("Sutter"), H.S. Investments, Inc., a Nevada corporation ("H.S."), and Sutter Investments, Ltd., a Nevada Limited Partnership ("S.I.") relating to the common stock $.01 par value (the "Common Stock") of Kforce Inc., a Florida corporation (the "Issuer"). The terms defined in the Schedule 13G, shall have the same meaning when used herein. This Amendment is being filed pursuant to Rule 13d-2 of the General Rules and Regulations under the Securities Exchange Act of 1934 as amended. Only those items reported herein are amended. All other items remain unchanged.
Item 4. Ownership
(a) Amount Beneficially Owned (describe):
As to Sutter: Of the 1,759,225 shares reported pursuant to this Schedule 13G; 1,595,316 shares are currently held by S.I.; 5,000 shares are held by Sutter's spouse; 84,767 shares are subject to options exercisable within 60 days of December 31, 2003; 17,754 shares restricted shares held by Sutter and 56,388 shares are held directly by Sutter.
As to S.I.: no change.
As to H.S.: no change.
(b) Percent of Class (based on the 30,730,221 outstanding shares reported on the most recently filed Form 10-Q for the quarter ending September 30, 2003, and in the case of Sutter, including his exercisable options.):
As to Sutter: 5.7 %
As to S.I.: 5.2%
As to H.S.: 5.2%
(c) Number of shares as to which such person has:
As to Sutter: See items 5 through 8 of page 2 of this amendment.
As to S.I.: See items 5 through 8 of page 3 of this amendment.
As to H.S.: See items 5 through 8 of page 4 of this amendment.
CUSIP No. 493732 101 1
Page 6 of 7
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.
Dated: February _10___, 2004
/s/Howard W. Sutter
_______________________________
Howard W. Sutter
H.S. INVESTMENTS, INC.
/s/Howard W. Sutter
_______________________________
Howard W. Sutter, President
SUTTER INVESTMENTS
LIMITED PARTNERSHIP
/s/Howard W. Sutter
_______________________________
Howard W. Sutter, President of
H.S. Investments, Inc.,
its general partner
CUSIP No. 493732 101 1 Page 7 of 7
JOINT
FILING AGREEMENT
The undersigned hereby agree to
jointly prepare and file with
regulatory authorities an amendment to Schedule 13G reporting each of the
undersigned's ownership of shares of common stock of Kforce Inc., a Florida
corporation, and hereby affirm that such amendment to Schedule 13G is being filed on behalf of each of the
undersigned.
Dated: February 10, 2004
/s/Howard W. Sutter
_____________________________
Howard W. Sutter
H.S. INVESTMENTS, INC.
/s/Howard W. Sutter
_____________________________
Howard W. Sutter, President
SUTTER INVESTMENTS
LIMITED PARTNERSHIP
/s/Howard W. Sutter
_______________________________
Howard W. Sutter, President of
H.S. Investments, Inc.,
its general partner