<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec. 240.14a-11(c) or sec. 240.14a-12
CORESTAFF, INC.
- - --------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
- - --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(l) and
0-11.
(1) Title of each class of securities to which transaction applies:
- - --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- - --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
- - --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- - --------------------------------------------------------------------------------
(5) Total fee paid:
- - --------------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
- - --------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
- - --------------------------------------------------------------------------------
(3) Filing Party:
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(4) Date Filed:
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<PAGE> 2
CORESTAFF, INC. MICHAEL T. WILLIS
President and CEO
April 2, 1997
Dear Fellow Stockholder:
You are cordially invited to attend the 1997 Annual Meeting of
Stockholders of CORESTAFF, Inc. to be held at 9:00 a.m. on Tuesday, May 6,
1997, at The Ritz-Carlton Hotel, 1919 Briar Oaks Lane, Houston, Texas. Your
Board of Directors and Executive Officers look forward to personally greeting
those stockholders able to attend.
The matters to be acted on at the meeting are set forth in the
accompanying Notice of Annual Meeting and Proxy Statement. It is important that
your shares be represented at the meeting. Please sign, date and mail the
enclosed proxy in the envelope provided at your earliest convenience.
Sincerely,
Michael T. Willis
Chairman of the Board,
Chief Executive Officer and
President
4400 Post Oak Parkway, Suite 1130
Houston, Texas 77027-3413
PHONE 281-602-3400
<PAGE> 3
CORESTAFF, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 6, 1997
TO THE STOCKHOLDERS:
NOTICE IS HEREBY GIVEN That the 1997 Annual Meeting of Stockholders
of CORESTAFF, Inc. (the "Company") will be held at The Ritz-Carlton Hotel, 1919
Briar Oaks Lane, Houston, Texas at 9:00 a.m., on Tuesday, May 6, 1997, for the
following purposes:
1. To elect three Class II directors of the Company to terms
of office expiring at the 2000 Annual Meeting of Stockholders and until their
respective successors are duly elected and qualified;
2. To approve an amendment to the Company's Certificate of
Incorporation to increase the number of authorized shares of common stock of
the Company from 40,000,000 shares to 100,000,000 shares of common stock;
3. To approve an amendment to the Company's 1995 Long-Term
Incentive Plan to increase the number of shares available for issuance under
the 1995 Plan from 2,700,000 shares to 3,840,000 shares of common stock;
4. To ratify the Board of Directors' appointment of Ernst &
Young LLP as the Company's independent auditors for the fiscal year ending
December 31, 1997; and
5. To transact such other business as may properly be brought
before the meeting or any adjournment(s) thereof.
Holders of record of the Company's common stock at the close of
business on March 31, 1997 will be entitled to notice of and to vote at the
meeting or any adjournment(s) thereof. The voting stock of the Company should
be represented as fully as possible at the Annual Meeting. Therefore, it would
be appreciated if you would sign, date and return the enclosed proxy at your
earliest convenience. You may, of course, change or withdraw your proxy at any
time prior to the voting at the meeting. However, signing and returning the
proxy will assure your representation at the Annual Meeting.
By Order of the Board of Directors,
PETER T. DAMERIS
General Counsel, Senior Vice President
and Secretary
Houston, Texas
April 2, 1997
YOUR VOTE IS IMPORTANT
TO SECURE THE LARGEST POSSIBLE REPRESENTATION AT THE MEETING
AND SAVE THE EXPENSE OF A SECOND MAILING, PLEASE SIGN, DATE
AND MAIL YOUR PROXY PROMPTLY IN THE ENCLOSED ENVELOPE, WHICH
REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.
<PAGE> 4
CORESTAFF, INC.
4400 POST OAK PARKWAY
SUITE 1130
HOUSTON, TEXAS 77027
PROXY STATEMENT
1997 ANNUAL MEETING OF STOCKHOLDERS
------------------------------
The enclosed form of proxy is solicited by the Board of Directors of
CORESTAFF, Inc. (the "Company") to be used at the 1997 Annual Meeting of
Stockholders (the "Meeting") to be held at The Ritz-Carlton Hotel, 1919 Briar
Oaks Lane, Houston, Texas at 9:00 a.m., on Tuesday, May 6, 1997. This Proxy
Statement and the related proxy are to be first sent or given to the
stockholders of the Company on or about April 3, 1997. Each properly executed
proxy received at or before the Meeting on May 6, 1997 will be voted at the
Meeting as specified therein. If a stockholder does not specify otherwise, the
shares represented by his or her proxy will be voted FOR the election of all
the nominees as Class II directors, FOR the amendment to the Certificate of
Incorporation, FOR the amendment to the 1995 Long-Term Incentive Plan and FOR
the ratification of the appointment of Ernst & Young LLP as independent
auditors. The shares held by each stockholder who signs and returns the
enclosed proxy will be counted for purposes of determining the presence of a
quorum at the Meeting unless such proxy is timely revoked. Any stockholder
giving a proxy may revoke it at any time provided written notice of such
revocation is received by the Secretary of the Company before such proxy is
voted; otherwise, if received in time, properly completed proxies will be voted
at the Meeting in accordance with the instructions specified thereon.
Stockholders attending the Meeting may revoke their proxies and vote in person.
The Board of Directors has established March 31, 1997 as the record
date (the "Record Date") for determination of stockholders entitled to notice
of and to vote at the Meeting. Only holders of record of the Company's common
stock, $.01 par value per share ("Common Stock"), at the close of business on
the Record Date will be entitled to vote at the Meeting. Each share of Common
Stock is entitled to one vote per share on each matter submitted to a vote of
the stockholders at the Meeting. On the Record Date, 31,280,549 shares of
Common Stock and 707,232 shares of Class B Non-Voting Common Stock, the only
other class of capital stock of the Company outstanding, were issued and
outstanding.
The Company's 1996 Annual Report to Stockholders, including financial
statements, is being mailed herewith to all stockholders entitled to vote at
the Meeting. The Annual Report does not constitute a part of the proxy
soliciting material. See "Availability of Annual Report on Form 10-K."
<PAGE> 5
STOCK OWNERSHIP
The following table sets forth certain information with respect to
beneficial ownership of the Company's equity securities as of March 1, 1997
based on 31,272,593 shares of Common Stock outstanding: (a) by each person
known to the Company to own beneficially more than 5% of the outstanding shares
of Common Stock, (b) by each director of the Company, (c) by each of the
executive officers named in the Summary Compensation Table and (d) by all
directors and executive officers of the Company as a group. Each stockholder
identified in the table has sole voting and investment power with respect to
such stockholder's shares of stock except to the extent that authority is
shared by his or her spouse under applicable law or as otherwise noted below.
<TABLE>
<CAPTION>
Shares Owned
Beneficially(1)
-----------------------
Name Number Percent
---- --------- -------
<S> <C> <C>
Golder, Thoma, Cressey Fund III
Limited Partnership (2)................................... 8,701,921 27.8%
Michael T. Willis (3)....................................... 3,520,011 11.2%
Bruce V. Rauner (4)......................................... 8,701,921 *
Joseph V. Amella (5)........................................ 121,500 *
Rocco N. Aceto (5).......................................... 115,300 *
George W. Fink (6).......................................... 114,750 *
Peter T. Dameris (5)........................................ 85,650 *
Charles R. Schneider (7).................................... 18,255 *
Austin P. Young............................................. 10,482 *
Charles H. Cotros (7)....................................... 8,250 *
John T. Turner (7).......................................... 5,880 *
Donald J. Edwards (8)....................................... 2,250 *
Nuala Beck (7).............................................. 750 *
All officers and directors as a group
(13 persons)................................................ 12,766,124 40.6%
</TABLE>
- - ---------------
* Less than 1%
(1) Shares of common stock that are not outstanding but that may be
acquired by a person upon exercise of options within 60 days of March
1, 1997 are deemed outstanding for the purpose of computing the
percentage of outstanding shares beneficially owned by such person.
However, such shares are not deemed to be outstanding for the purpose
of computing the percentage of outstanding shares beneficially owned
by any other person.
(2) Golder, Thoma, Cressey Fund III Limited Partnership's ("GTC III") sole
general partner is Golder, Thoma, Cressey, Rauner Limited Partnership
("GTCR Partnership"). The address for GTC III is 6100 Sears Tower,
Chicago, Illinois 60606.
(3) Includes 18,750 shares that may be acquired upon exercise of
outstanding options. The address for Mr. Willis is 4400 Post Oak
Parkway, Suite 1130, Houston, Texas 77027.
(4) Includes all of the shares of Common Stock owned by GTC III. Mr.
Rauner is a general partner of GTCR Partnership, which serves as the
sole general partner of GTC III and over which he may be deemed to
have voting and investment power. The address for Mr. Rauner is 6100
Sears Tower, Chicago, Illinois 60606.
(5) Includes 9,000 shares that may be acquired upon exercise of
outstanding options.
(6) Includes 98,800 shares that may be acquired upon exercise of
outstanding options.
(7) Includes 750 shares that may be acquired upon exercise of outstanding
options.
(8) Mr. Edwards is a Principal with Golder, Thoma, Cressey, Rauner, Inc.
("GTCR Inc."), an affiliate of GTC III.
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ITEM 1
ELECTION OF DIRECTORS
The Company's First Amended and Restated Certificate of Incorporation
("Certificate of Incorporation") provides for a Board of Directors to serve in
three classes having staggered terms of three years each. At present, there are
eight directors: three directors whose terms of office expire at the 1997
Annual Meeting; three directors whose terms of office expire at the 1998 Annual
Meeting; and two directors whose terms of office expire at the 1999 Annual
Meeting. Information regarding each of the incumbent directors is set forth
below. At the 1997 Annual Meeting, the stockholders will be asked to elect
three Class II directors. The three nominees for Class II director, each of
whom is currently serving in that capacity, and whose new terms would expire at
the 2000 Annual Meeting of Stockholders, are: Nuala Beck, Charles R. Schneider
and John T. Turner.
Proxies cannot be voted for a greater number of persons than the number of
nominees named on the enclosed form of proxy. A plurality of the votes cast in
person or by proxy by the holders of Common Stock is required to elect a
director. Accordingly, under Delaware law and the Company's Certificate of
Incorporation and Amended and Restated Bylaws ("Bylaws"), abstentions and
"broker non-votes" would not have the same legal effect as a vote against a
particular director. A broker non-vote occurs if a broker or other nominee does
not have discretionary authority and has not received instructions with respect
to a particular item. Stockholders may not cumulate their votes in the election
of directors. The Board of Directors recommends a vote "FOR" each of the
following nominees. Unless otherwise instructed or unless authority to vote is
withheld, the enclosed proxy will be voted "FOR" the election of the nominees
listed below. Although the Board of Directors does not contemplate that any of
the nominees will be unable to serve, if such a situation arises prior to the
Meeting, the persons named in the enclosed proxy will vote for the election of
such other person(s) as may be nominated by the Board of Directors.
DIRECTOR NOMINEES
NUALA BECK, age 45, has served as a director of the Company since April
1996. Ms. Beck, an international economist, serves as the President and is the
founder of Nuala Beck & Associates, Inc., a management consulting firm. Ms.
Beck also serves as a director of Ontario Hydro.
CHARLES R. SCHNEIDER, age 56, has served as a director of the Company
since October 1994. Mr. Schneider founded U.S. Security Associates, Inc. and
has served as its President and Chief Executive Officer and a director since
November 1993. From October 1986 to November 1993, Mr. Schneider served as
President of Baker Industries, Inc. ("Baker") and as a Vice President of
Borg-Warner Security Corp., the parent of Baker, from August 1987 to September
1993.
JOHN T. TURNER, age 53, has served as a director of the Company since
October 1994. Mr. Turner currently is self-employed, managing a variety of
personal investments. From November 1990 to March 1993, Mr. Turner served as a
Senior Vice President and director of The Loewen Group, Inc. Mr. Turner was
also a founder of Paragon Family Services, Inc. and served as its President
from November 1986 to November 1990.
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<PAGE> 7
DIRECTORS
MICHAEL T. WILLIS, age 52, has served as Chairman of the Board, Chief
Executive Officer and President of the Company since its formation and has been
in the personnel and temporary services industry for more than 20 years. Mr.
Willis founded The Talent Tree Corporation ("Talent Tree") in 1976 and built it
into one of the largest temporary services companies in the United States. Mr.
Willis sold Talent Tree to Hestair plc in 1987 and then continued as President
and Chief Executive Officer until April 1993. Mr. Willis is also a director of
the Southwest Bank of Texas, a publicly-traded financial institution.
CHARLES H. COTROS, age 59, has served as a director of the Company since
November 1995. Mr. Cotros has served as Executive Vice President and Chief
Operating Officer of Sysco Corporation ("Sysco") since January 1995 and has
held various positions for Sysco for more than the past five years. Mr. Cotros
has also served as a director of Sysco since 1985 and is a member of the
Executive Committee of the Board of Directors of Sysco.
DONALD J. EDWARDS, age 31, has served as a director of the Company since
August 1995. In addition, Mr. Edwards served as a Vice President of the Company
from May 1995 to August 1995. Mr. Edwards joined Golder, Thoma, Cressey,
Rauner, Inc. in August 1994 and became a Principal in April 1996. From
September 1992 to June 1994, Mr. Edwards attended the Harvard Business School
and received his MBA. Prior to that time, Mr. Edwards served as an analyst with
Lazard Freres & Co. from August 1988 to January 1990 and as an associate from
January 1990 to April 1992. Mr. Edwards also serves as a director of American
Habilitation Services, Inc., Select Medical Corporation and Shahdill, Inc.
BRUCE V. RAUNER, age 41, has served as a director of the Company since
July 1993. Mr. Rauner joined Golder, Thoma, Cressey, Rauner, Inc. in 1981 and
became a Principal in 1984. Mr. Rauner also serves as a director of ERO
Industries.
AUSTIN P. YOUNG, age 56, has served as a director and Executive Vice
President - Finance and Administration of the Company since September 1996.
Prior to joining the Company, Mr. Young served as Senior Vice President and
Chief Financial Officer of American General Corporation. Prior to joining
American General Corporation in 1987, Mr. Young was a partner with KPMG Peat
Marwick where his career spanned 22 years.
OTHER EXECUTIVE OFFICERS
ROCCO N. ACETO, age 40, has served as Executive Vice President - Staffing
Services since September 1996 and President of CORESTAFF Support Services, Inc.
(formerly United Staffing Services, Inc.), a subsidiary of the Company, since
August 1994. Mr. Aceto serves as President of CORESTAFF Services. Prior to
joining the Company in August 1994, Mr. Aceto was a corporate Vice President
and General Manager of Pagenet of Orange County, California from March 1992 to
August 1994. From July 1980 until joining Pagenet, Mr. Aceto worked with Pitney
Bowes where he served as a division Vice President.
JOSEPH V. AMELLA, age 41, has served as Executive Vice President - Eastern
Operations, Staffing Services since August 1994. Mr. Amella serves as President
of the Eastern Division of CORESTAFF Services and has over 15 years of
experience in the staffing industry. Prior to joining
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<PAGE> 8
the Company, Mr. Amella served in various capacities with Talent Tree including
Vice President and General Manager, and Senior Vice President - Mid-Atlantic
Division from March 1984 to April 1993.
PETER T. DAMERIS, age 37, has served as Senior Vice President, General
Counsel and Secretary of the Company since September 1996. Mr. Dameris
previously served as Vice President, General Counsel and Secretary since
January 1995. Prior to joining the Company in January 1995, Mr. Dameris was a
partner with the law firm of Cochran, Rooke and Craft, LLP and served as
counsel to the Company since its formation in July 1993. Mr. Dameris was
associated with Cochran, Rooke and Craft, LLP from June 1989 to January 1995.
GEORGE W. FINK, age 49, has served as Executive Vice President -
Information Technology Services and President of COMSYS Technical Services,
Inc., a subsidiary of the Company, since September 1995. Mr. Fink serves as
President of COMSYS Information Technology Services. Prior to joining the
Company, Mr. Fink was self-employed, managing a variety of personal
investments. From June 1986 until July 1993 and from August 1993 until March
1994, Mr. Fink served as President and Chief Executive Officer of Remco
America, Inc. and Rent-A-Center, respectively. Prior to joining Remco, Mr. Fink
was a partner with Ernst & Young LLP and a director of the Houston Office
Entrepreneurial Services Group.
EDWARD L. PIERCE, age 40, has served as Senior Vice President, Chief
Financial Officer and Assistant Secretary of the Company since September 1996.
Mr. Pierce previously served as Vice President-Finance and prior thereto as
Vice President and Controller of the Company. Prior to joining the Company in
November 1994, Mr. Pierce served in various capacities with American Oil and
Gas Corporation, including Director of Accounting, Taxation and Reporting,
Assistant Controller and Corporate Controller, from January 1990 to November
1994 and as an Audit Manager for Arthur Andersen LLP prior thereto.
MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD
BOARD MEETINGS. The Board of Directors held six meetings during the
year ended December 31, 1996 and took various corporate actions during 1996 by
means of unanimous written consent. During the year, each director attended
more than 75% of the total number of meetings of the Board of Directors and the
committees on which each such director served. The Company has the following
committees of the Board of Directors:
THE AUDIT COMMITTEE. The Audit Committee, which is comprised of Messrs.
Edwards (Chairman), Schneider and Turner, examines and considers matters
relating to the financial affairs of the Company, including reviewing the
Company's annual financial statements, the scope of the independent annual
audit and the independent auditor's letter to management concerning the
effectiveness of the Company's internal financial and accounting controls. The
Audit Committee held two meetings during the year.
THE COMPENSATION COMMITTEE. The Compensation Committee, which is comprised
of Messrs. Schneider (Chairman), Cotros and Edwards, considers and makes
recommendations to the Company's Board of Directors with respect to programs
for human resource development and management organization and succession,
approves changes in senior executive compensation and makes recommendations to
the Company's Board of Directors with respect to compensation matters and
policies. The Compensation Committee held two meetings and took various
corporate actions during the year by means of unanimous written consent.
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<PAGE> 9
THE 1995 LONG-TERM INCENTIVE PLAN COMMITTEE. The 1995 Long-Term Incentive
Plan Committee, which was comprised of Messrs. Edwards and Schneider,
administered the Company's 1995 Long-Term Incentive Plan (the "1995 Plan"). The
1995 Long-Term Incentive Plan Committee held two meetings and took various
corporate actions during 1996 by means of unanimous written consent. The 1995
Long-Term Incentive Plan Committee was dissolved in January 1997 and all duties
were transferred to the Compensation Committee at that time.
THE STOCK PURCHASE PLAN COMMITTEE. The Stock Purchase Plan Committee,
which is comprised of Ms. Beck and Mr. Young, administers the Company's
Employee Stock Purchase Plan (the "Stock Purchase Plan"). The Stock Purchase
Plan Committee held two meetings during the year.
THE PENSION PLAN COMMITTEE. The Pension Plan Committee, which is
comprised of Messrs. Edwards and Young, administers the CORESTAFF, Inc. 401(k)
Retirement Savings Plan and the CORESTAFF, Inc. Executive Retirement Savings
Plan. The Pension Plan Committee held one meeting during the year and took
various corporate actions during the year by means of unanimous written
consent.
COMPENSATION OF DIRECTORS
All directors of the Company are entitled to reimbursement for certain
expenses in connection with their travel to and attendance at meetings of the
Board of Directors or committees thereof. Directors who are not officers of the
Company receive a $3,500 fee for each meeting of the Board of Directors
attended by such director. In addition, each director who is not an officer of
the Company or associated with GTC III received a grant of options to purchase
1,000 shares of Common Stock (at an exercise price equal to the fair market
value of the Common Stock on the date the option was granted) under the 1995
Plan upon appointment to the Board of Directors and will receive an additional
grant of options to purchase 1,000 shares of Common Stock for each year he or
she serves as a director. Such options vest one-third per year over a
three-year period. Other than reimbursement of their expenses, directors who
are employees or officers of the Company will not receive any compensation for
services as a director.
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<PAGE> 10
ITEM 2
APPROVAL OF AMENDMENT TO
CERTIFICATE OF INCORPORATION
By resolution adopted on March 20, 1997, the Board of Directors proposed
the adoption by the Company's stockholders of an amendment to the First Amended
and Restated Certificate of Incorporation of CORESTAFF, Inc. (the "Certificate
of Incorporation"), pursuant to which the number of authorized shares of Common
Stock of the Company would be increased from 40,000,000 shares to 100,000,000
shares, and the Board of Directors directed that the proposed amendment be
submitted to a vote of the stockholders at the Annual Meeting. The affirmative
vote of the holders of a majority of the outstanding shares of Common Stock is
required to approve the amendment to the Certificate of Incorporation. If the
stockholders approve the amendment, the Certificate of Incorporation of the
Company will be amended as proposed by the Board of Directors, and the number
of authorized shares of Common Stock will be increased to 100,000,000. The
newly authorized shares of Common Stock will have voting and other rights
identical to the currently authorized shares of Common Stock. The Board of
Directors recommends a vote "FOR" adoption by the stockholders of the amendment
to the Certificate of Incorporation.
Of the 40,000,000 currently authorized shares of Common Stock, as of March
1, 1997, 31,272,593 shares were outstanding and an additional 2,577,715 shares
and 416,688 shares were reserved for issuance under the 1995 Plan and the Stock
Purchase Plan, respectively. The Company also has 707,232 shares of Class B
Non-Voting Common Stock outstanding that are convertible at any time into
shares of Common Stock that have also been reserved for future issuance.
Although currently authorized shares are sufficient to meet all known present
requirements, the Board of Directors believes it is desirable that the Company
have the flexibility to issue a substantial number of shares of Common Stock
without further stockholder action unless required by applicable law or
regulation. The availability of additional shares will enhance the Company's
flexibility in connection with possible future actions, such as corporate
mergers, acquisitions of property, stock dividends, stock splits and employee
benefit programs. The Board of Directors will determine whether, when and on
what terms the issuance of shares of Common Stock may be warranted in
connection with any of the foregoing purposes.
The Board of Directors does not intend to seek further stockholder
approval prior to the issuance of any additional shares in future transactions
unless required by law, the Certificate of Incorporation or the rules of any
stock exchange upon which the stock may be listed, or unless the Company deems
it advisable to do so to qualify an employee benefit plan in accordance with
Rule 16b-3 under the Securities Exchange Act of 1934. Further, the Board of
Directors does not intend to issue any Common Stock to be authorized under the
amendment to the Certificate of Incorporation except upon terms the Board of
Directors deems to be in the best interest of the Company and its stockholders.
The issuance of additional Common Stock without further stockholder approval
may, among other things, have a dilutive effect on earnings per share and on
the equity of the present holders of Common Stock and their voting rights.
Holders of the Common Stock of the Company have no preemptive rights.
The availability for issuance of additional shares of Common Stock also
could have the effect of rendering more difficult or discouraging an attempt to
obtain control of the Company. For example, the issuance of shares of Common
Stock (within the limits imposed by applicable law and the rules of any
exchange upon which the Common Stock is listed) in a public or private sale,
merger or similar transaction would increase the number of outstanding shares,
thereby possibly diluting the interest of a
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<PAGE> 11
party attempting to obtain control of the Company. The additional shares also
could be used to render more difficult a merger or similar transaction even if
it appears to be desirable to a majority of the stockholders. The Company is
not aware of any pending or threatened efforts to obtain control of the
Company.
ITEM 3
AMENDMENT TO THE 1995
LONG-TERM INCENTIVE PLAN
The Board has recommended to the stockholders of the Company the adoption
of an amendment to the 1995 Plan to increase the number of shares available for
issuance under the 1995 Plan from 2,700,000 shares to 3,840,000 shares of
Common Stock. Adoption of the amendment to the 1995 Plan shall be effective
upon receiving the affirmative vote of the holders of a majority of the Common
Stock present or represented by proxy and entitled to vote at the Meeting.
Under Delaware law, an abstention would have the same legal effect as a vote
against this proposal, but a broker non-vote would not be counted for purposes
of determining whether a majority had been achieved. The Board of Directors
recommends voting "FOR" adoption by the stockholders of the amendment to the
1995 Plan.
1995 LONG-TERM INCENTIVE PLAN
The Plan provides for the grant of any or all of the following types of
awards: (i) stock options, including incentive stock options and non-qualified
stock options; (ii) stock appreciation rights ("SARs") in tandem with stock
options or freestanding; (iii) restricted stock; (iv) performance share awards;
(v) stock value equivalent awards; and (vi) cash awards. Any stock option
granted in the form of an incentive stock option must satisfy the applicable
requirements of Section 422 of the Internal Revenue Code of 1986, as amended
(the "Code"). Awards may be made to the same person on more than one occasion
and may be granted singly, in combination or in tandem as determined by the
Compensation Committee which is currently comprised of Messrs. Schneider,
Cotros and Edwards. As of December 31, 1996, the Company had non-qualified
stock options to purchase an aggregate of 2,311,317 shares of Common Stock
outstanding under the 1995 Plan.
TERM. The Plan was adopted effective as of August 1995 and will terminate
in August 2005 unless earlier terminated by the Board of Directors. Termination
of the 1995 Plan will not affect awards made prior to termination, but awards
will not be made after termination.
ADMINISTRATION. The 1995 Plan is currently administered by the
Compensation Committee. Subject to the terms of the 1995 Plan, and to such
approvals and other authority as the Board of Directors may reserve to itself
from time to time, the Compensation Committee, consistent with the terms of the
1995 Plan, has authority to (i) select employees to receive an award, (ii)
determine the timing, form, amount, or value and term of grants and awards,
(iii) determine the conditions and restrictions, if any, subject to which
grants and awards are made and become payable under the 1995 Plan, (iv)
construe the 1995 Plan and prescribed rules and regulations with respect to the
administration of the 1995 Plan, and (v) make such other determinations
authorized under the 1995 Plan as the Compensation Committee deems necessary or
appropriate.
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<PAGE> 12
ELIGIBILITY. All full-time employees of the Company and its affiliates and
all directors of the Company who are not otherwise employees of the Company or
any of its affiliates ("non-employee directors"), are eligible to participate
in the 1995 Plan. The selection of participants from eligible employees is
within the discretion of the Compensation Committee.
SHARES SUBJECT TO THE 1995 PLAN. There are 2,700,000 shares of Common
Stock reserved for issuance under the 1995 Plan. An additional 1,140,000 shares
of Common Stock have been reserved for issuance subject to approval by the
stockholders of the Company. These shares may be authorized and unissued shares
or treasury shares. Shares are deemed to be issued under the 1995 Plan only to
the extent actually issued pursuant to an award. To the extent that an award
lapses or the rights of an awardee terminate or the award is paid in cash, any
shares subject to such award are again made available for grant. In the event
of any increases or decreases in the number of issued and outstanding shares of
Common Stock pursuant to stock splits, mergers, reorganizations,
recapitalizations, stock dividends or other events described under the terms of
the 1995 Plan, the Compensation Committee shall make appropriate adjustments to
the aggregate number of shares available for issuance under the 1995 Plan and
the number and kinds of shares which may be distributed under the 1995 Plan.
The Compensation Committee approved appropriate adjustments for outstanding
options as of the record date of the Company's three-for-two stock splits in
each of March and September of 1996.
STOCK OPTIONS. Under the 1995 Plan, the Compensation Committee may grant
awards in the form of options to purchase shares of Common Stock. The
Compensation Committee with regard to each stock option determines the number
of shares subject to the option, the manner and time of the option's exercise
and the exercise price per share of the stock subject to the option. The
exercise price of an incentive stock option may not be less than the fair
market value of the Common Stock on the date the option is granted. The
Compensation Committee designates each option as a non-qualified or an
incentive stock option. Each option agreement may provide that the option price
upon exercise can be paid by a participant in cash, shares of Common Stock or a
combination thereof.
In addition, under the 1995 Plan, each non-employee director who serves in
such capacity on the effective date of the 1995 Plan shall receive, as of such
date, non-qualified stock options to purchase 1,000 shares of Common Stock.
Each non-employee director who is elected or appointed to the Board of
Directors for the first time after the effective date of the 1995 Plan shall
receive, as of the date of his or her election or appointment, non-qualified
stock options to purchase 1,000 shares of Common Stock. Each non-employee
director who is in office immediately after the annual meeting of stockholders
each year the 1995 Plan is in effect and who is not entitled to receive an
option pursuant to the preceding provisions set forth in this paragraph shall
receive non-qualified stock options to purchase 1,000 shares of Common Stock.
STOCK APPRECIATION RIGHTS. The 1995 Plan also authorizes the Compensation
Committee to grant SARs either independent of, or in connection with, a stock
option. If granted with a stock option, exercise of the SAR will result in the
surrender of the right to purchase the shares under the option as to which the
SAR was exercised. Upon exercising an SAR, the holder receives for each share
with respect to which the SAR is exercised, an amount equal to the difference
between the exercise price, as determined by the Compensation Committee, and
the fair market value of the Common Stock on the date of exercise. Payment of
such amount may be made in shares of Common Stock, cash or a combination
thereof, as determined by the Compensation Committee. The Compensation
Committee shall specify the effect of termination of employment (by reason of
death, disability, retirement or otherwise) on the exercisability of the SAR.
9
<PAGE> 13
RESTRICTED STOCK. The 1995 Plan provides that shares of Common Stock
subject to certain restrictions ("Restricted Stock") may be awarded to eligible
employees from time to time as determined by the Compensation Committee. The
Compensation Committee will determine the nature and extent of the restrictions
on such shares, the duration of such restrictions and any circumstance under
which the Restricted Stock will be forfeited. During any such period of
restriction, recipients shall have most of the rights of a holder of Common
Stock, including but not limited to the right to receive dividends and voting
rights. The Compensation Committee shall determine the effect of the
termination of employment of a recipient of Restricted Stock (by reason of
retirement, disability, death or otherwise) prior to the lapse of any
applicable restrictions. With respect to outstanding awards of Restricted
Stock, the Compensation Committee may in its discretion provide for full
vesting and termination of restrictions on Restricted Stock.
PERFORMANCE SHARE AWARDS. The Plan permits the Compensation Committee to
grant Performance Share Awards to eligible employees under the 1995 Plan from
time to time. Performance Share Awards are awards that are contingent on the
achievement of certain performance objectives, valued by reference to the price
performance of the Common Stock, by reference to the financial or economic
performance of the Company in comparison to a peer group of companies in the
same industry or by reference to other factors, over a specified period of
time.
The length of time over which performance will be measured, the
performance objectives and the criteria to be used in determining whether and
to what degree such objectives have been obtained will be determined by the
Compensation Committee. The Compensation Committee shall also determine the
effect of termination of employment (by reason of death, retirement, disability
or otherwise) during the performance period.
STOCK VALUE EQUIVALENT AWARDS. The Plan permits the Compensation Committee
to grant Stock Value Equivalent Awards to eligible employees from time to time.
Stock Value Equivalent Awards are rights to receive the fair market value of a
specified number of shares of Common Stock, or the appreciation in the fair
market value thereof, over a specified period of time, pursuant to a vesting
schedule, all as determined by the Compensation Committee. The vested portion
of a Stock Value Equivalent Award will be payable in cash based on the fair
market value of the Common Stock on the payment date. The Compensation
Committee shall determine the effect of termination of employment during the
vesting period (by reason of death, retirement, disability or otherwise) on an
employee's Stock Value Equivalent Award.
AMENDMENT. The Board may at any time terminate or amend the 1995 Plan in
any respect, except that the Board may not, without approval of the
stockholders of the Company, amend the 1995 Plan so as to (i) increase the
aggregate number of shares of Common Stock that may be issued under the 1995
Plan (except for adjustments in the number of shares permitted with respect to
certain stock splits, stock dividends, mergers, reorganizations or
recapitalizations as described under "-- Shares Subject to the 1995 Plan") or
change the minimum option exercise price, (ii) modify the requirements as to
eligibility for participation, (iii) materially increase the benefits accruing
to participants under the 1995 Plan or (iv) extend the duration of the 1995
Plan beyond August 2005. No amendment or termination of the 1995 Plan shall,
without the consent of the optionee or participant in the 1995 Plan, alter or
impair the rights of such person under any options, awards or agreements
evidencing options or awards theretofore granted under the 1995 Plan.
10
<PAGE> 14
PLAN BENEFITS. The following table sets forth certain information concerning
options granted under the 1995 Plan through December 31, 1996:
<TABLE>
<CAPTION>
Options
Outstanding
(shares of
Group Common Stock)
----- -------------
<S> <C>
Michael T. Willis 187,500
George W. Fink 188,800
Rocco N. Aceto 90,000
Joseph V. Amella 90,000
Peter T. Dameris 90,000
All current executive officers as a group 860,050
All current directors who are not executive
officers as a group 9,000
All employees who are not executive
officers as a group 1,442,267
</TABLE>
ITEM 4
APPOINTMENT OF INDEPENDENT AUDITORS
Pursuant to the recommendation of the Audit Committee, the Board of
Directors has appointed Ernst & Young LLP, independent auditors, to audit the
consolidated financial statements of the Company for the year ending December
31, 1997. The Company is advised that no member of Ernst & Young LLP has any
direct financial interest or material indirect financial interest in the
Company or any of its subsidiaries in the capacity of promoter, underwriter,
voting trustee, director, officer or employee.
Ratification of this appointment shall be effective upon receiving the
affirmative vote of the holders of a majority of the Common Stock present or
represented by proxy and entitled to vote at the Meeting. Under Delaware law,
an abstention would have the same legal effect as a vote against this proposal,
but a broker non-vote would not be counted for purposes of determining whether
a majority has been achieved. The Board of Directors recommends voting "FOR"
ratification by the stockholders of this appointment.
Representatives of Ernst & Young LLP are expected to be present at the
Meeting, will have the opportunity to make a statement if they desire to do so,
and are expected to be available to respond to appropriate questions at the
Meeting.
11
<PAGE> 15
EXECUTIVE COMPENSATION
REPORT FROM THE COMPENSATION COMMITTEE REGARDING EXECUTIVE COMPENSATION
As members of the Compensation Committee, it is our duty to administer the
executive compensation program for the Company. The Compensation Committee is
responsible for establishing appropriate compensation goals for the executive
officers of the Company and evaluating the performance of such executive
officers in meeting such goals and making recommendations to the Board of
Directors with regard to executive compensation
The Company's compensation philosophy is to ensure that executive
compensation be directly linked to continuous improvements in corporate
performance, achievement of specific operational, financial and strategic
objectives and increases in stockholder value. The Compensation Committee
regularly reviews the compensation packages of the Company's executive
officers, taking into account factors which it considers relevant, such as
business conditions within and outside the industry, the Company's financial
performance, the market compensation for executives of similar background and
experience and the performance of the executive officer under consideration.
The particular elements of the Company's compensation programs for executive
officers are described below.
The goals of the Compensation Committee in establishing the Company's
executive compensation program are as follows:
(1) To fairly compensate the executive officers of the
Company and its subsidiaries for their contributions to the Company's
short-term and long-term performance. The elements of the Company's
executive compensation program are (a) annual base salaries, (b)
annual bonuses and (c) equity incentives.
(2) To allow the Company to attract, motivate and retain the
management personnel necessary to the Company's success by providing
an executive compensation program comparable to that offered by
companies with which the Company competes for such management
personnel.
The elements of the executive compensation program described above are
implemented and periodically reviewed and adjusted by the Compensation
Committee. The annual base salaries of the Chief Executive Officer of the
Company and the other executive officers are determined based on individual
performance, experience and comparison with salaries paid by the Company's
industry peers and other companies in similar industries with comparable
revenues while linking the payment of compensation to the Company's achievement
of certain financial goals. In developing salary recommendations, the
Compensation Committee reviewed salaries of similar positions in
similarly-sized companies which engage in the Company's business. The
Compensation Committee confirmed that the overall compensation packages,
including the executive officers' equity ownership in the Company, were
consistent with the Compensation Committee's stated objective.
Compensation Committee of the Board of Directors
------------------------------------------------
Charles R. Schneider
Charles H. Cotros
Donald J. Edwards
12
<PAGE> 16
The following table sets forth, for the year ended December 31, 1996, the
annual compensation paid to the Company's Chief Executive Officer and to each
of its four most highly compensated executive officers whose total salary and
bonus for 1996 exceeded $100,000 (the "Named Officers").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
SECURITIES UNDERLYING
ANNUAL COMPENSATION(1) COMPENSATION AWARD
NAME AND ---------------------------- SECURITIES UNDERLYING
PRINCIPAL POSITION(S) YEAR SALARY BONUS OPTIONS
--------------------- ------ ------- -------- ---------------------
<S> <C> <C> <C> <C>
Michael T. Willis 1996 $350,000 $175,000 187,500
Chief Executive Officer and President 1995 308,140 150,000 --
1994 246,304 84,375 --
George W. Fink 1996 285,000 142,500 --
Executive Vice President - Information Technology 1995 91,833 -- 225,000
Services
Joseph V. Amella 1996 240,000 129,653 90,000
Executive Vice President - Eastern Operations, 1995 182,500 172,000 --
Staffing Services
Rocco N. Aceto 1996 267,000 -- 90,000
Executive Vice President - Staffing Services 1995 212,614 460,948 --
1994 84,375 25,000
Peter T. Dameris 1996 175,000 70,000 90,000
Senior Vice President, General Counsel and Secretary 1995 150,000 60,000 --
</TABLE>
- - ---------------
(1) Annual Compensation excludes the aggregate value of perquisites as such
value is less than either $50,000 or 10% of total annual Salary and
Bonus for each Named Officer.
The following table provides information regarding the grants of stock
options during the last fiscal year to the Named Officers. The Company did not
grant any stock appreciation rights during the last fiscal year.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT ASSUMED
PERCENTAGE OF ANNUAL RATES OF STOCK
NUMBER OF TOTAL OPTIONS PRICE APPRECIATION FOR
SECURITIES GRANTED TO EXERCISE OR OPTION TERM
UNDERLYING EMPLOYEES IN BASE PRICE EXPIRATION -----------------------
NAME OPTIONS GRANTED (1) 1996 PER SHARE DATE 5% 10%
---- ------------------ ------------- ----------- ---------- -------- --------
(in thousands)
<S> <C> <C> <C> <C> <C> <C>
Michael T. Willis 93,750 6% $19.50 4/19/06 $1,150 $ 2,914
93,750 6 28.83 5/28/06 1,700 4,308
Joseph V. Amella 45,000 3 19.50 4/19/06 552 1,399
45,000 3 28.83 5/28/06 816 2,068
Rocco N. Aceto 45,000 3 19.50 4/19/06 552 1,399
45,000 3 28.83 5/28/06 816 2,068
Peter T. Dameris 45,000 3 19.50 4/19/06 552 1,399
45,000 3 28.83 5/28/06 816 2,068
</TABLE>
- - ---------------
(1) The options vest 20% per year over five years.
13
<PAGE> 17
The following table provides information with respect to aggregate option
exercises in the last fiscal year and fiscal year-end option values for the
Named Officers. The Company did not grant any stock appreciation rights during
the last fiscal year.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
OPTIONS AT OPTIONS AT
SHARES DECEMBER 31, 1996 DECEMBER 31, 1996 (2)
ACQUIRED ON VALUE ----------------------------- -----------------------------
NAME EXERCISE REALIZED (1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- -------- ------------ ----------- ------------- ----------- -------------
(in thousands)
<S> <C> <C> <C> <C> <C> <C>
Michael T. Willis None None None 187,500 -- $ 393
George W. Fink 13,700 $280,000 98,800 90,000 $1,849 1,684
Joseph V. Amella None None None 90,000 -- 188
Rocco N. Aceto None None None 90,000 -- 188
Peter T. Dameris None None None 90,000 -- 188
</TABLE>
- - ---------------
(1) Computed based on the difference between the exercise price and the
sale price.
(2) Computed based on the closing price on December 31, 1996 of $23 11/16
and the exercise price.
EMPLOYMENT AGREEMENTS
MICHAEL T. WILLIS. Mr. Willis' employment agreement remains in effect
until November 15, 1998, and thereafter automatically renews for a three year
term, unless either party notifies the other at least 90 days prior to the
expiration of such term. The agreement provides for an annual base salary of
$350,000, subject to annual review for adjustments by the Board of Directors
and the Compensation Committee, and an annual bonus at the discretion of the
Board. Mr. Willis' agreement provides for two years of severance in the event
of termination of his employment with the Company or in the event Mr. Willis
resigns with good reason following a change of control of the Company. Mr.
Willis' severance payment is to be determined based on Mr. Willis' annual
salary prior to termination and the highest bonus paid to Mr. Willis in the two
years prior to termination. However, in the event of termination, Mr. Willis
will be subject to a two year non-compete covenant following the termination of
his employment. In addition, the Company has the option to extend the term of
Mr. Willis' non-compete covenant for one year upon the payment of an additional
year of severance benefits.
OTHER EMPLOYMENT AGREEMENTS. The Company has also entered into employment
agreements with each of Messrs. Aceto, Amella, Dameris and Fink. The annual
base salaries being paid to Messrs. Aceto, Amella, Dameris and Fink are
$280,000, $240,000, $175,000, and $285,000, respectively, as of December 31,
1996, and such agreements provide for periodic salary increases and bonuses in
the discretion of the Company and, in some cases, the Company's achievement of
certain performance objectives. The agreements with Messrs. Aceto, Amella,
Dameris and Fink continue until August 8, 1997, December 31, 1997, January 15,
1998 and September 6, 1998, respectively, and annually thereafter until
terminated by either party thereto. In addition, the agreements generally
provide for severance benefits equal to one year of base salary in the event of
termination of employment without cause.
14
<PAGE> 18
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee is currently comprised of Messrs. Schneider,
Cotros and Edwards. Mr. Schneider serves as the Chairman of the Committee. None
of Messrs. Schneider, Cotros and Edwards have been an employee or officer of
the Company or any of its subsidiaries during the year; however, Mr. Edwards
was an officer of the Company from May through August of 1995. Mr. Rauner
served on the Compensation Committee until May 1996. Mr. Rauner is a general
partner of GTCR Partnership, which serves as the sole general partner of GTC
III. Mr. Willis, Chairman of the Board, Chief Executive Officer and President
of the Company, served on the Compensation Committee until September 1996. Mr.
Willis is a limited partner in Acquest International L.P., a mergers and
acquisitions advisory and merchant banking firm which provided investment
banking services on certain acquisitions or acquisition targets of the Company.
The Company paid Acquest International L.P. approximately $129,000 during the
year.
TRANSACTIONS WITH MANAGEMENT AND OTHERS
Messrs. Aceto, Amella, Dameris and Schneider are indebted to the Company
in the amounts shown below in connection with the acquisition by each of them
of shares of Common Stock pursuant to a Senior Management Agreement and, in the
case of Mr. Schneider, a Director Stock Purchase Agreement. The notes relating
to these loans are recourse, payable on demand, bear interest at 8% per annum,
with interest due only upon payment of principal, and are secured by a pledge
of such shares of Common Stock.
<TABLE>
<CAPTION>
ORIGINAL DATE OUTSTANDING NUMBER OF PRICE
PRINCIPAL OF AMOUNT SHARES PER
NAME AMOUNT ISSUANCE OF NOTE(1) PURCHASED SHARE
---- ------ -------- ---------- --------- -----
<S> <C> <C> <C> <C> <C>
Rocco N. Aceto................. $355,000 April 1995 $402,929.86 171,000 $2.08
Joseph V. Amella............... 355,000 April 1995 402,929.86 171,000 2.08
Peter T. Dameris............... 75,000 January 1995 86,868.49 171,000 0.44
Charles R. Schneider........... 2,250 January 1995 2,606.05 5,130 0.44
</TABLE>
- - ---------------
(1) Includes accrued interest through December 31, 1996.
SECTION 16(a) REPORTS
Section 16(a) of the Exchange Act requires the Company's officers and
directors, and persons who beneficially own more than 10% of the Company's
Common Stock ("10% Stockholders"), to file reports of ownership and changes in
ownership with the Securities and Exchange Commission. To the knowledge of the
Company, all of these filing requirements were satisfied by the Company's
directors and officers and the 10% Stockholders.
15
<PAGE> 19
COMPARATIVE STOCK PERFORMANCE
As required by applicable rules of the Securities and Exchange Commission,
set forth below is a performance graph prepared based upon the following
assumptions:
1. $100 was invested on November 8, 1995 (the date the Common
Stock commenced trading on the Nasdaq National Market), in the
Company's Common Stock, the Standard & Poor's 500 Stock Index
(the "S&P 500 Index") and a peer group, selected in good
faith, comprised of Accustaff Incorporated, Interim Services,
Inc., Kelly Services, Inc., Manpower, Inc. and Norrell Corp.
(the "Peer Group")
2. Dividends are reinvested on the ex-dividend dates.
COMPARATIVE TOTAL RETURNS
CORESTAFF, INC. S&P 500 INDEX, PEER GROUP
(PERFORMANCE RESULTS FROM NOVEMBER 8, 1995 TO DECEMBER 31, 1996)
<TABLE>
<CAPTION>
8-Nov-95 31-Dec-95 31-Dec-96
-------- --------- ---------
<S> <C> <C> <C>
COREStaff, Inc. 100 215 314
S&P 500 Index 100 104 124
Peer Group 100 104 128
</TABLE>
16
<PAGE> 20
STOCKHOLDER PROPOSALS
Any proposals of stockholders intended to be presented at the 1998 Annual
Meeting of Stockholders must be received by the Company for inclusion in the
proxy statement and form of proxy relating to the meeting not later than
December 2, 1997. It is suggested that proponents submit their proposals by
certified mail, return receipt requested. Detailed information for submitting
resolutions will be provided upon written request to the Secretary of the
Company, 4400 Post Oak Parkway, Suite 1130, Houston, Texas 77027, attention:
Peter T. Dameris, Esq. No stockholder proposals were received for inclusion in
this Proxy Statement.
AVAILABILITY OF ANNUAL REPORT ON FORM 10-K
Copies of the Company's Annual Report to Stockholders or its Annual Report
on Form 10-K for the fiscal year ended December 31, 1996, as filed with the
Securities and Exchange Commission, are available without charge to
stockholders upon written request to Investor Relations, CORESTAFF, Inc., 4400
Post Oak Parkway, Suite 1130, Houston, Texas 77027.
OTHER MATTERS
As of the date of this Proxy Statement, the management of the Company has
no knowledge of any business to be presented for consideration at the Meeting
other than that described above. If any other business should properly come
before the Meeting, it is intended that the shares represented by proxies will
be voted with respect thereto in accordance with the judgment of the persons
named in such proxies.
The cost of any solicitation of proxies by mail will be borne by the
Company. Arrangements may be made with brokerage firms and other custodians,
nominees and fiduciaries for the forwarding of material to and solicitation of
proxies from the beneficial owners of Common Stock held of record by such
persons, and the Company will reimburse such brokerage firms, custodians,
nominees and fiduciaries for reasonable out of pocket expenses incurred by them
in connection therewith. In addition, the Company has retained American Stock
Transfer & Trust Company to perform a proxy search to determine the beneficial
owners of the Common Stock as of the Record Date and will pay a fee to such
firm of approximately $125 plus reimbursement of expenses.
The information contained in this Proxy Statement in the sections entitled
"Report From the Compensation Committee Regarding Executive Compensation" and
"Comparative Stock Performance" shall not be deemed incorporated by reference
by any general statement incorporating by reference any information contained
in this Proxy Statement into any filing under the Securities Act of 1933, as
amended (the "Securities Act"), or the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), except to the extent that the Company
specifically incorporates by reference the information contained in such
sections, and shall not otherwise be deemed filed under the Securities Act or
the Exchange Act.
17
<PAGE> 21
FRONT OF PROXY
CORESTAFF, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The undersigned appoints Michael T. Willis, Edward L. Pierce and Peter
T. Dameris as Proxies, with the power of substitution, and authorizes them to
represent and to vote at the Annual Meeting of Stockholders to be held May 6,
1997, or any adjournment thereof, all the shares of common stock of CORESTAFF,
Inc. held of record by the undersigned on March 31, 1997, as designated below.
1. Election of directors - director nominees:
Nuala Beck, Charles R. Schneider and John T. Turner
[ ] FOR all nominees listed above [ ] WITHHOLD AUTHORITY
except authority withheld as to the to vote for all nominees
persons named below, if any.
- - -------------------------------------
2. To approve an amendment to the Certificate of Incorporation:
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. To approve an amendment to the 1995 Long-Term Incentive Plan:
[ ] FOR [ ] AGAINST [ ] ABSTAIN
4. To ratify the appointment of Ernst & Young LLP as COREStaff's
independent auditors for the fiscal year ending December 31, 1997:
[ ] FOR [ ] AGAINST [ ] ABSTAIN
5. The Proxies are authorized to vote in their best judgment upon such
other business as may properly be brought before the meeting or any
adjournment(s) thereof.
<PAGE> 22
BACK OF PROXY
This Proxy when properly executed, will be voted in the manner directed
by the undersigned stockholder. IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE
VOTED FOR EACH OF THE PROPOSALS.
Please sign exactly as name appears below. When shares are held by
joint tenants, both should sign. If acting as attorney, executor, trustee, or
in any other representative capacity, sign name and title.
Dated , 1997
-------------------
-------------------------------
Signature
-------------------------------
Signature if held jointly
PLEASE MARK, SIGN, DATE AND PROMPTLY RETURN THIS PROXY CARD USING THE ENCLOSED
ENVELOPE.
