PROSPECTUS SUPPLEMENT DATED AS OF JUNE 18, 1998
(TO THE PROSPECTUS DATED MAY 19, 1998)
THE VINCAM GROUP, INC.
234,982 SHARES OF COMMON STOCK
PAR VALUE $.001 PER SHARE
This supplement relates to The Vincam Group, Inc's (the "Company's") Prospectus
dated May 19, 1998 (the "Prospectus") relating to the offering of up to 234,982
shares of the Company's common stock, par value $.001 per share (the Common
Stock") pursuant to the Company's Registration Statement on Form S-3
(Registration Statement No. 333-52097).
The section entitled "Selling Shareholders", set forth on pages 10-11 of the
Prospectus, is hereby deleted and replaced in its entirety by the following in
order to reflect gifts by Willard S. Finkle, Jr. to Willard S. Finkle, Sr.,
Natalie Finkle, Lori Mack, Robert E. Mack and Janet Mack of certain shares
registered pursuant to the Registration Statement of which the Prospectus is a
part.
SELLING SHAREHOLDERS
All of the Offered Shares are being sold by the Selling Shareholders
named below, consisting of the CSS Selling Shareholders and the Amstaff Selling
Shareholder. The Company will not receive any proceeds from the sale of the
Offered Shares.
All of the Offered Shares were acquired by the CSS Selling Shareholders
and the Amstaff Selling Shareholder from the Company in connection with the CSS
Acquisition and the Amstaff Acquisition, respectively, except that the shares
owned by Willard S. Finkle, Sr., Natalie Finkle, Lori Mack, Robert E. Mack and
Janet Mack (the "Gifted Shares") were acquired by such individuals pursuant to
gifts of Common Stock by Willard S. Finkle, Jr. to such individuals. Willard S.
Finkle, Jr. acquired the Gifted Shares of Common Stock pursuant to the CSS
Acquisition. The shares issued pursuant to the CSS Acquisition and the Amstaff
Acquisition were exempt from the registration provisions of the 1933 Act. An
aggregate of 150,000 and 547,743 shares of Common Stock were issued in
connection with the CSS Acquisition and the Amstaff Acquisition, respectively.
To the best of the Company's knowledge, the following table sets forth
certain information with respect to the CSS Selling Shareholders and the Amstaff
Selling Shareholder as of June 5, 1998. The Company believes that all persons
named in the table below have sole voting power and investment power with
respect to all shares of Common Stock beneficially owned by them.
S-1
<PAGE>
<TABLE>
<CAPTION>
SHARES BENEFICIALLY SHARES BENEFICIALLY
OWNED PRIOR TO OFFERING NUMBER OF SHARES OWNED AFTER OFFERING
CSS SELLING SHAREHOLDERS(1) NUMBER PERCENT BEING OFFERED NUMBER
- --------------------------- ------ ------- ------------- ------
PERCENT
- -------
<S> <C> <C> <C> <C> <C>
Willard S. Finkle, Jr. 72,500 * 23,750 48,750 *
Willard S. Finkle, Sr. 500 * 500 0 *
Natalie Finkle 500 * 500 0 *
Lori Mack 500 * 500 0 *
Robert E. Mack 500 * 500 0 *
Janet Mack 500 * 500 0 *
John J. Piscioniere 75,000 * 26,250 48,750 *
</TABLE>
*Less than one percent.
<TABLE>
<CAPTION>
SHARES BENEFICIALLY SHARES BENEFICIALLY
AMSTAFF OWNED PRIOR TO OFFERING NUMBER OF SHARES OWNED AFTER OFFERING
SELLING SHAREHOLDER(2) NUMBER PERCENT BEING OFFERED NUMBER
- ---------------------- ------ ------- ------------- ------
PERCENT
- -------
<S> <C> <C> <C> <C> <C>
Gregory J. Packer, as 380,812 2.4% 182,482 198,330 1.3%
Trustee of the Revocable
Living Trust of Gregory
John Packer
</TABLE>
(1) A total of 97,500 shares of Common Stock which will be owned by Willard S.
Finkle, Jr. and John J. Piscioniere after the completion of this offering will
be subject to future registration by the Company pursuant to certain
registration rights granted to Willard S. Finkle, Jr. and John J. Piscioniere by
the Company in connection with the CSS Acquisition.
None of the CSS Selling Shareholders had any material relationship with Vincam
prior to the CSS Acquisition, which was completed on January 30, 1998. Willard
S. Finkle, Jr. and John J. Piscioniere both became employees of Vincam in
connection with the CSS Acquisition.
(2) A total of 182,481 shares of Common Stock which will be owned by the Amstaff
Selling Shareholder after the completion of this offering will be subject to
future registration by the Company pursuant to certain registration rights
granted to the Amstaff Selling Shareholder by the Company in connection with the
Amstaff Acquisition.
The Amstaff Selling Shareholder did not have any material relationship with
Vincam prior to the Amstaff Acquisition, which was completed on June 30, 1997.
Gregory J. Packer, the settlor and trustee of the Revocable Living Trust of
Gregory John Packer under agreement dated February 7, 1990, as amended and
restated, entered into an employment agreement with the Company and
Vincam/Amstaff, Inc., a Michigan corporation and a wholly owned subsidiary of
the Company, in connection with the Amstaff Acquisition, and currently holds the
office of Area President-Midwest of The Vincam Group, Inc.
S-2
