UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment no. 4)*
Staff Leasing, Inc.
(Name of Issuer)
Shares of Common Stock ($.01 par value)
(Title of Class of Securities)
0008523811
(CUSIP Number)
Banque Nationale de Paris Paul E. Glotzer, Esq.
499 Park Avenue Cleary, Gottlieb, Steen & Hamilton
New York, NY 10022 One Liberty Plaza
(212) 415-9600 New York, NY 10006
Attention: Jean-Pierre Bernard (212) 225-2000
Anthony F. Essaye, Esq.
Clifford Chance Rogers & Wells
607 Fourteenth Street, NW
Washington, DC 20005-2018
(202) 434-0700
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
March 30, 2000
(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 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 (the "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).
CUSIP No. 0008523811
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Banque Nationale de Paris
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Republic of France
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
0*
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
0*
10. SHARED DISPOSITIVE POWER
0
<PAGE>
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0*
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0
14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
BK
* Banque Nationale de Paris may be deemed to be the beneficial owner of the
Common Stock of Staff Leasing, Inc. reported herein through its ownership of
Paribas and its indirect ownership of Paribas North America and Paribas
Principal Incorporated. Such shares of Staff Leasing, Inc. are not included
above so as to avoid double counting.
<PAGE>
CUSIP No. 0008523811
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Paribas
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Republic of France
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
0*
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
0*
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0*
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0
14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
BK
* Paribas may be deemed to be the beneficial owner of the Common Stock of Staff
Leasing, Inc. reported herein through its ownership of Paribas North America and
its indirect ownership of Paribas Principal Incorporated. Such shares of Staff
Leasing, Inc. are not included above so as to avoid double counting.
<PAGE>
CUSIP No. 0008523811
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Paribas North America, Inc.
I.R.S. Identification No. 13-1929559
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC,OO
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
425,000*
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
425,000*
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
425,000*
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.0
14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
* Paribas North America, Inc. may be deemed to be the beneficial owner of the
Common Stock of Staff Leasing, Inc. reported herein by Paribas Principal
Incorporated through its ownership of Paribas Principal Incorporated. Such
shares of Staff Leasing, Inc. are not included above so as to avoid double
counting.
<PAGE>
CUSIP No. 0008523811
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Paribas Principal Incorporated
I.R.S. Identification No. 13-3529118
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC,OO
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
State of New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
2,321,891
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
2,321,891
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,321,891
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.7
14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
<PAGE>
Banque Nationale de Paris ("BNP"), Paribas, Paribas North America, Inc.
("PNA"), and Paribas Principal Incorporated ("PPI" and collectively with BNP,
Paribas, and PNA, the "Reporting Persons") hereby amend the report on Schedule
13D, dated March 19, 1999 as amended by Amendment No. 1 dated April 8, 1999,
Amendment No. 2 dated April 22, 1999, and Amendment No. 3 dated December 22,
1999 (the initial Schedule 13D and the amendments thereto, collectively, the
"Schedule 13D"), filed by PNA, PPI and Paribas in respect of the common stock,
par value $.01 per share (the "Common Stock"), of Staff Leasing, Inc., a Florida
corporation (the "Company"). Capitalized terms used but not defined herein shall
have the meaning attributed to such terms in the Schedule 13D. The principal
executive offices of the Company are located at 600 301 Boulevard West, Suite
202, Bradenton, FL 34205.
Item 2. Identity and Background.
The first paragraph of Item 2 is amended and restated in its entirety
as follows:
"This statement is being filed by (i) PPI, a corporation
organized under New York law, (ii) PNA, a corporation organized under
Delaware law, (iii) Paribas, a banking organization established under
the laws of the Republic of France which engages in activities and
maintains holdings in a number of jurisdictions, and (iv) BNP, a
banking organization established under the laws of the Republic of
France which engages in activities and maintains holdings in a number
of jurisdictions.
The first sentence of the second paragraph of Item 2 is amended and
restated as follows:
"PPI is a wholly-owned subsidiary of PNA which in turn is a
wholly-owned subsidiary of Paribas, which itself is a wholly-owned subsidiary of
BNP."
The first sentence of the fourth paragraph of Item 2 is amended and
restated as follows:
"Paribas, a wholly-owned bank subsidiary of BNP, engages in
banking and financial services worldwide."
Item 2 is hereby amended by adding the following paragraph after the
fourth paragraph thereof:
"BNP is a Societe Anonyme, or limited liability banking
corporation, organized under the laws of the Republic of France, the principal
businesses of which are the conduct of retail banking activities in France and
of corporate and private banking and other activities in France and around the
world. The principal address of BNP is 16, boulevard des Italiens 75009, Paris,
France."
The sixth paragraph (the fifth paragraph prior to this Amendment No. 4)
of Item 2 is amended and restated as follows:
"The attached Schedule I is a list of the executive officers
and directors of PPI, PNA, Paribas, and BNP, which contains the following
information with respect to each such person: (i) name; (ii) business address;
(iii) present principal occupation or employment and the name, principal
business and address of any corporation or other organization in which such
employment is conducted; and (iv) citizenship."
The final paragraph of Item 2 of the Schedule 13D is amended and
restated as follows:
"During the last five years, neither PPI, PNA, Paribas, BNP
nor, to the best of PPI's, PNA's, Paribas' or BNP's knowledge, any
person named on Schedule I hereto has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or
has been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction as a result of which such person was or
is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with respect
to such laws."
Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D is hereby amended to reflect the changes in
the plan of the Reporting Persons regarding the Company, by deleting the
paragraph of Item 4 commencing with the words: "Except as disclosed in this Item
4 . . . ." and inserting the following instead:
"PPI, by a letter of intent dated March 29, 2000 (the "LOI"
attached hereto as Exhibit 5), has entered into an agreement with a
U.S. investment advisory company, to sell a fraction of its ownership
interest in the Company. Confidential treatment has been requested as
to portions of this LOI not involving the potential sale of the
Company's stock. It is anticipated that the U.S. investment advisory
company will acquire 212,500 shares of Common Stock and warrants
exercisable into 507,993 shares of Common Stock. PPI will retain an
approximately 9.3% ownership interest in the Company after the sale.
Except as disclosed in this Item 4, none of the Reporting
Persons has any current plan or proposals which relate to or in:
(a) The acquisition by any such person of additional
securities of the Company, or the disposition of securities of the
Company;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of its
subsidiaries;
(c) A sale or transfer of a material amount of assets of the
Company or any of its subsidiaries;
(d) Any change in the present board of directors or management
of the Company, including any plan or proposals to change the number or
term of directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or
dividend policy of the Company;
(f) Any other material change in the Company's business or
corporate structure;
(g) Changes in the Company's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition
of control of the Company by any person;
(h) Causing a class of securities of the Company to be
delisted from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system of a
registered national securities association;
(i) A class of equity securities of the Company becoming
eligible for termination of registration pursuant to Section 12(g)(4)
of the Exchange Act; or
(j) Any action similar to any of those enumerated above."
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is hereby amended to read in its entirety as
follows:
"Set forth in the table below is the number and percentage of
shares of Common Stock beneficially owned by each Reporting Person.
None of the Reporting Persons beneficially owns shares of any other
class of capital stock of the Company.
<TABLE>
<CAPTION>
Number of Shares Number of Shares Percentage of
Beneficially Owned Beneficially Owned with Aggregate Number of Class Beneficially
with Sole Voting and Shared Voting and Shares Beneficially Owned (2)
Name Dispositive Power(1) Dispositive Power Owned
<S> <C> <C> <C> <C>
Reporting
Persons(3) 2,746,891 0 2,746,891 12.7%
PPI(4) 2,321,891 0 2,321,891 10.7%
PNA(5) 425,000 0 425,000 2.0%
Paribas(6) 0 0 0 0%
BNP(7) 0 0 0 0%
</TABLE>
(1) Pursuant to Rule 13d-3 under the Exchange Act, a person is
deemed to be a "beneficial owner" of a security if that person has or
shares voting power" (which includes the power to vote or to direct the
voting of such security) or "investment power" (which includes the
power to dispose or to direct the disposition of such security). A
person is also deemed to be a beneficial owner of any security of which
that person has a right to acquire beneficial ownership (such as by
exercise of options of pursuant to a conversion feature of a security)
on or within 60 days after the date hereof. In addition, more than one
person may be deemed to be a beneficial owner of the same securities,
and a person may be deemed to a beneficial owner of securities as to
which he or she may disclaim any beneficial interest.
(2) The percentages of Common Stock indicated in this table
are based on the 21,709,542 shares of Common Stock outstanding as of
December 31 1999, as disclosed in the Company's most recent Form 10-K
filed with the Securities and Exchange Commission. Any Common Stock not
outstanding which is subject to options or conversion privileges which
the beneficial owner had the right to exercise on or within 60 days
after the date hereof is deemed outstanding for purposes of computing
the percentage of Common Stock owned by such beneficial owner and for
the Reporting Persons but is not deemed outstanding for the purpose of
computing the percentage of outstanding Common Stock owned by any other
beneficial owner.
(3) Includes (i) 1,323,521 shares of Common Stock owned of
record by PPI, (ii) warrants to purchase 998,370 shares of Common Stock
owned of record by PPI, and (iii) 425,000 shares of Common Stock owned
of record by PNA.
(4) Includes (i) 1,323,521 shares of Common Stock owned of
record by PPI, and (ii) warrants to purchase 998,370 shares of Common
Stock owned of record by PPI.
(5) Includes 425,000 shares of Common Stock owned of record by
PNA. PNA may also be considered the beneficial owner of the shares
reported by PPI herein through its ownership of PPI. Such shares are
not included in the table so as to avoid double counting.
(6)Paribas may be considered the beneficial owner of the
shares reported by PPI and PNA herein through its ownership of PNA.
Such shares are not included in the table so as to avoid double
counting.
(7) BNP may be considered the beneficial owner of the shares
reported by PPI, PNA and Paribas herein through its 100% ownership of
Paribas. Such shares are not included in the table so as to avoid
double counting.
To the best knowledge of BNP, Paribas, PPI, and PNA, no
executive officer or director of PPI or PNA beneficially owns any
securities of the Company except that certain executive officers and
directors of PNA and PPI beneficially own an aggregate of 154,951
shares of Common Stock (representing 0.7% of the outstanding shares of
Common Stock) and warrants exercisable into 153,569 shares of Common
Stock (representing 0.7% of the outstanding shares of Common Stock) and
have sole voting and dispositive power with respect thereto. The
Reporting Persons do not have any reason to believe that any executive
officer or director of BNP or Paribas beneficially owns any securities
of the Company although no actual inquiry of such persons has been
made."
Item 7. Materials to be Filed as Exhibits.
Item 7 is amended to restate Exhibit 4 as follows:
"4. Joint Filing Agreement, dated April 6, 2000 among the
Reporting Persons."
Item 7 is amended to add the following:
"5. Letter of Intent, dated March 29, 1999."*
* Reflects the deletion of confidential information.
<PAGE>
SIGNATURE
Each Reporting Person certifies that, after reasonable inquiry and to
the best of its knowledge and belief, the information set forth in this
statement is true, complete and correct.
April 6, 2000
BANQUE NATIONALE DE PARIS
By: /s/ Jean-Pierre Bernard
___________________
Name: Jean-Pierre Bernard
Title: Chief Operating Officer
Paribas
By: /s/ M.S. Alexander
___________________
Name: M. S. Alexander
Title: Managing Director
Paribas North America, Inc.
By: /s/ Evertt Schenk
___________________
Name: Everett Schenk
Title: Chief Executive Officer
Paribas Principal, Incorporated
By: /s/ M.S. Alexander
___________________
Name: M. S. Alexander
Title: President
<PAGE>
Schedule I
The introductory paragraph to Schedule I is hereby amended and restated
as follows:
"The following tables set forth for the directors and
executive officers of PPI, Paribas, PNA, and BNP (i) name and
citizenship of each such person; (ii) the present principal occupation
or employment of each such person; and (iii) the name, principal
business and address of any business corporation or other organization
in which such occupation or employment is conducted."
Schedule I is hereby amended and restated in its entirety by the
following:
The following tables set forth for the directors and executive
officers of PPI, Paribas, PNA and BNP (i) the name and citizenship of
each such person; (ii) the present principal occupation or employment
of each such person; and (iii) the name, principal business and address
of any business corporation or other organization in which such
occupation or employment is conducted.
<TABLE>
<CAPTION>
A.
PPI BOARD MEMBERS
Name/Position Citizenship Present Principal occupation or employment and
name and business address of employer
<S> <C> <C> <C>
M.S. Alexander United States President/Director President/ Paribas Principal, Inc
787 Seventh Avenue, NewYork,
NY 10019
Philippe Blavier France & U.S. Director Banker/Paribas, 3 rue d'Antin,
75002 Paris, France
Jeffrey Youle United States Secretary/Director Managing Director Paribas
New York Branch, 787 Seventh
Avenue, New York, New York
10019
Everett Schenk United States Director Banker/Paribas,787 Seventh
Avenue, New York, NY 10019
Herve Couffin France Director Paribas Affaires Industrielles
Executive Committee Member
3 rue d'Antin, 75002 Paris,
France
Gary Binning United States Director Partner, Paribas Principal
Partners, 787 Seventh Avenue,
New York, New York
10019
Donald Ercole United States Director Managing Director Paribas New
York Branch, Merchant Banking, 787
Seventh Avenue, New York, New York 10019
Donna Kiernan United States Chief Financial Officer Chief Financial Officer
Paribas, Paribas, 787 Seventh
Avenue, New York, NY 10019
George Billeci United States Assistant Secretary Associate, Paribas
New York Branch, Merchant Banking,
787 Seventh Avenue,
New York, NY 10019
</TABLE>
<TABLE>
<CAPTION>
B.
PARIBAS SUPERVISORY BOARD &
BOARD OF MANAGEMENT
(as of November 30, 1999)
Name/Position Citizenship Present Principal occupation or employment
and name and business address of employer
SUPERVISORY BOARD
<S> <C> <C>
Michel Francois-Poncet France Chairman of the Supervisory Board of
Chairman of Supervisory Board Paribas
3, rue d'Antin, 75002 Paris, France
Jean Gandois France President
Vice-Chairman of Supervisory Board Cockerill Sambre.
4 rue Quentin Bauchart, 75008 Paris, France
Euan Baird United Kingdom President
Member of Supervisory Board Schlumberger
42, rue Saint Dominque, 75007 Paris, France
Claude Bebear France President
Member of Supervisory Board AXA
21/23, avenue de Matignon, 75008 Paris, France
Antonio Borges Portugal Dean of INSEAD Business School
Member of Supervisory Board Boulvard de Constance, 77305 Fountainbleau
Cedex, France
<PAGE>
Paul Desmarais Canada President
Member of Supervisory Board Power Corporation
751 Victoria Square, Montreal, Quebec, Canada
Thierry Desmarest France President
Member of Supervisory Board COMPAGNIE FRANCAISE DES PETROLES TOTAL
Tour Total, 24 Cours Michelet,
92080 PUTEAUX,
France
Paul-Louis Halley France President
Member of Supervisory Board Promodes
Route de Paris Zi, 14120 MONDEVILLE
Antione Jeancourt-Galignani France President
Member of Supervisory Board ASSURANCES GENERALE DE FRANCE
87, rue de Richelieu, 75002 Paris, France
Denis Kessler France President
Member of Supervisory Board FEDERATION FRANCAIS DES SOCIETES
D'ASSURANCES
26 Boulevard HAUSSMANN, 75009
Paris, France
(Vice President -MEDEF)
Alexandre Lamfalussy Belgium President
Member of Supervisory Board Insitut D'etudes Europeennes'
Colette Neuville France President
Member of Supervisory Board Association for the Defense of Minority Shareholders
5, rue Au Lin, 98000 Chartres, France
Pierre Nourrit France Employee
Member of Supervisory Board Paribas
3, rue d'Antin, 75002 Paris, France
Jean-Rene Fourtou France Chairman of the Supervisory Board
Member of Supervisory Board Aventis
Isabelle Gendre France Employee
Member of Supervisory Board Paribas
3, rue d'Antin, 75002 Paris, France
Monique Notel France Employee
Member of Supervisory Board Paribas
3, rue d'Antin, 75002 Paris, France
BOARD OF MANAGEMENT
Michel Pebereau France Chief Executive Officer
Chairman of the Board of Management Paribas
16 boulevard des Italiens, 75009 Paris, France
Jean Clamon France Member of the Board of Management
Member of the Board of Management Paribas
3, rue d'Antin, 75002 Paris, France
Dominique Hoenn France Member of the Board of Management
Member of the Board of Management Paribas
3, rue d'Antin, 75002 Paris, France
Bernard Muller France Member of the Board of Management
Member of the Board of Management Paribas
3, rue d'Antin, 75002 Paris, France
Amaury-Daniel de Seze France Member of the Board of Management
Member of the Board of Management Paribas
3, rue d'Antin, 75002 Paris, France
EXECUTIVE COMMITTEE
Philippe Blavier France & Global Head of Corporate Banking
Member of the Board of Management United States Paribas
3, rue d'Antin, 75002 Paris, France
Michel Clair France Member of the Board of Management
Member of the Board of Management Paribas
3, rue d'Antin, 75002 Paris, France
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
c.
PARIBAS NORTH AMERICA, INC.
OFFICERS AND DIRECTORS
(December 29, 1999)
Name/Position Citizenship Present Principal occupation or employment
and name and business address of employer
<S> <C> <C>
Dominique Hoenn France Banker
Chairman of the Board Paribas
3 rue d'Antin, 75002 Paris France
Bernard Allorent France Banker
Director Paribas
3 rue d'Antin, 75002 Paris France
Philippe Blavier France Banker
Director Paribas
3 rue d'Antin, 75002 Paris France
Christian Manset France Banker
Director Paribas
3 rue d'Antin, 75002 Paris France
Amaury de Seze France Banker
Director Paribas
3 rue d'Antin, 75002 Paris France
David Brunner United States Banker
Director Paribas
787 7th Avenue
New York, New York 10019
Alain Louvel France Banker
Director Paribas
787 Seventh Avenue
New York, New York 10019
Everett Schenk United States Banker
Director and Paribas
Chief Executive Officer 787 Seventh Avenue
New York, New York 10019
</TABLE>
<TABLE>
<CAPTION>
d.
Except as otherwise noted, the address of each such person in this Part D is 16,
boulevard des Italiens 75009 Paris, France.
EXECUTIVE OFFICERS AND DIRECTORS OF BNP
Present principal occupation or employment and name and business
address of employer
Name/Position Citizenship
<S> <C> <C>
Michel Pebereau/ France Chairman and Chief Executive Officer
Director
Patrick Auguste/ Director France Executive, BNP
Banque Nationale de Paris
33/35, avenue de Lowendal
75015 Paris
France
Jean-Louis Beffa/ France Chairman and Chief Executive Officer,
Director Saint-Gobain
Compagnie de Saint-Gobain
"Les Miroirs"
18, avenue d'Alsace
92060 Paris-La Defense
France
Jacques Friedmann/ France Chairman of the Supervisory Board, AXA-UAP
Director
AXA-UAP
9, Place Vendome
75001 Paris
France
Jean-Marie Gianno/ France Employee BNP
Director
Banque Nationale de Paris
2, Boulevard Victor Hugo
06000 Nice
France
Francois Grappotte / Director France Chairman and CEO, Legrand
Legrand
128, avenue Delattre de Tassigny
87045 - Limoges Cedex, France
Philippe Jaffre/ France (was previously Chairman and Chief Executive Officer,
Director Elf Aquitaine)
SAFREP
38, rue Marbeuf
75008 - Paris
France
Alain Joly/ France Chairman and Chief Executive Officer,
Director L'Air Liquide
L'Air Liquide
75, Quai d'Orsay
75007 Paris
France
Jean-Marie Messier / Director France Chairman and CEO, Vivendi
42, avenue de Friedland
75008 - Paris
France
Philippe Mussot/ France Employee, BNP
Director
Banque Nationale de Paris
1, Place de la Republique
72000 Le Mans
France
Lindsay Owen-Jones/ England Chairman and Chief Executive Officer, L'Oreal
Director
L'Oreal
41, rue Martre
92117 Clichy
France
David Peake/ England Chairman of the Board, BNP-UK Holdings Limited
Director
BNP-UK Holdings Limited
8-13 King William Street
P.O. Box 416
London EC4P 4 HS
England
Louis Schweitzer/ France Chairman and Chief Executive Officer, Renault
Director
Renault
34, Quai du Point du Jour
92100 Boulogne-Billancourt
France
Rene Thomas/ France Honorary Chairman
Director
Jacques-Henri Wahl/ France Adviser to the Chairman
Director
Bernhard Walter/ Germany Chairman of the Board, Dresdner Bank
Director
Dresdner Bank
Jurgen-Ponto-Platz 1
60301 Frankfurt
Germany
Baudouin Prot/ France President and Chief Operating Officer
President and COO
Georges Chodron de Courcel/ France Group Executive Vice President
Executive VP
Vivien Levy-Garboua/ France Group Executive Vice President
Executive VP
Christian Aubin/ France Adviser to the Chairman
Advisor to Chairman
Jean-Francois Lepetit/ France Adviser to the Chairman;
Advisor to Chairman Executive Vice President, Asset/Liability Management
Bernard Lemee/ France Senior Executive Vice President,
Senior Executive VP Human Resources
Alain Moynot/ France Senior Executive Vice President,
Senior Executive VP Domestic Network
Philippe Bordenave/ France Chief Financial Officer
CFO
Jacques Desponts/ Executive VP France Executive Vice President,
International Trade Finance
Herve Gouezel/ Executive VP France Executive Vice President,
Organization and Information Services
Michel Konczaty/ Executive VP France Executive Vice President,
Structured Finance
Marc Lavergne/ Executive VP France Executive Vice President,
Management Audit and Inspection
Chantal Mazzacurati / France Executive Vice President
Executive VP
Equities
Pierre Mariani/ Chairman of France Chairman of the Management Board of Banexi
the Management Board of Banexi
Yves Martrenchar/ Executive VP France Executive Vice President,
Products and Markets
Michel Passant/ Executive VP France Executive Vice President,
Operational and Technical Support
Claude Porcherot/ Executive VP France Executive Vice President,
Domestic Subsidiaries and Real Estate
Ervin Rosenberg/ Executive VP France Executive Vice President,
Large Corporations and Institutions
Edouard Sautter/ Executive VP France Executive Vice President,
Risk Policy and Industry Research
Antoine Sire / Director of France Communication and Advertising
Communication and Advertising
Jean Thomazeau/ Executive VP France Executive Vice President,
Risks (International Banking and Finance)
Laurent Treca/ Executive VP France Executive Vice President,
Business Development
</TABLE>
<PAGE>
Exhibit Index
Exhibit No.
- ----------------------------------------------------------------
4. Joint Filing Agreement, dated April 6, 2000 among the Reporting Persons
5. Letter of Intent dated March 29, 2000.*
____
* Portions of which have been omitted pursuant to a request for confidential
treatment.
<PAGE>
The fourth exhibit is replaced with the following:
Exhibit 4
April 6, 2000
Joint Filing Agreement
We, the undersigned, hereby express our agreement that the attached
Schedule 13D is, and any future amendments thereto may be, filed on behalf of
each of us.
BANQUE NATIONALE DE PARIS
By:___________________
Name: Jean-Pierre Bernard
Title: Chief Operating Officer
PARIBAS
By:___________________
Name: M. S. Alexander
Title: Managing Director
PARIBAS NORTH AMERICA, INC
By:___________________
Name: Everett Schenk
Title: Chief Executive Officer
PARIBAS PRINCIPAL, INCORPORATED
By:___________________
Name: M. S. Alexander
Title: President
<PAGE>
Exhibit 5
* * * * Indicates that confidential information has been omitted and filed
separately with the Commission.
PRIVATE AND CONFIDENTIAL
LETTER OF INTENT
March 29, 2000
Paribas
3, rue d'Antin
Cedex 02
Paris, France 75078
Gentlemen:
This letter will confirm our mutual understanding and intentions
concerning [the sale and purchase of 212,500 shares of common stock and warrants
exercisable into 507,993 shares of common stock of Staff Leasing, Inc.] * * * *.
* * * *
During the period from the date hereof until 30 days from the signing
of this letter, neither Paribas nor any of its affiliates, officers, directors,
associates, shareholders, advisors, agents or representatives shall take any
action to, directly or indirectly, encourage, initiate, solicit, or engage in
discussions or negotiations with, or provide any information to, any entity or
person other than * * * * (and its affiliates and representatives) concerning
any sale or similar transaction with respect to [this sale] * * * *.
None of the parties (nor any affiliate thereof) shall issue any press
release or make any other disclosure to any third person relating to or
connected with, this letter or the matters contained herein without obtaining
the prior approval of the other party, except (i) each of the parties hereto may
disclose this letter to its officers, directors and advisors (so long as such
parties keep this letter and its contents confidential), (ii) * * * * may make
disclosures to its financing sources, * * * * and (iv) each party may make such
disclosures as may be required by law.
* * * *
* * * * and Paribas shall each bear their respective legal and due
diligence costs and expenses.
This letter shall be governed by, and construed in accordance with, the
laws of the State of New York applicable to agreements made and to be performed
within such State.
This letter may be executed in one or more counterparts, each of which
shall be an original, but all such counterparts shall together constitute but
one and the same instrument. This letter shall not be amended or modified except
in writing signed by the parties hereto.
If the foregoing correctly sets forth our mutual, understanding and
intentions with respect to he proposed Transaction, please so indicate by
signing the enclosed copy of this letter, and returning it to us no later than
5:00 p.m. on March 30, 2000.
* * * *
By:
Name: * * * *
Title: * * * *
Confirmed and Agreed, this
30th day of March 2000
Paribas
By: /s/ HERVE COUFFIN
Name: Herve Couffin
Title: Member of the Executive Committee of PAI
