SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 5)(1)
--------------------------
STAFF LEASING, INC.
(Name of Issuer)
Shares of Common ($.01 per value)
(Title of Class of Securities)
0008523811
(CUSIP Number)
--------------------------
BNP Paribas
499 Park Avenue
New York, NY 10022
(212) 415-9600
Attention: Jean-Pierre Bernard
Paul E. Glotzer, Esq. Anthony F. Essaye, Esq.
Cleary, Gottlieb, Steen & Hamilton Clifford Chance Rogers & Wells LLP
One Liberty Plaza 607 Fourteenth Street, NW
New York, NY 10006 Washington, DC 20005-2018
(212) 225-2000 (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)
<PAGE>
--------------------------------------------------------------------------------
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box. [ ]
--------------------------------------------------------------------------------
(Continued on following pages)
(Page 1 of 19 Pages)
[Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.]
[(1)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.]
2
<PAGE>
CUSIP No. 0008523811 13D Page 3 of 19 Pages
________________________________________________________________________________
1
BNP Paribas IRS Identification No. 94-1677765
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [X]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS
N/A
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
2(c)
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Republic of France
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 0*
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0*
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
0
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0*
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0
________________________________________________________________________________
14 TYPE OF REPORTING PERSON
BK
________________________________________________________________________________
* BNP 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, Inc. and Paribas Principal, Inc. Such indirect ownership of Staff
Leasing, Inc. is not included above so as to avoid double counting.
<PAGE>
CUSIP No. 0008523811 13D Page 4 of 19 Pages
________________________________________________________________________________
1
Paribas North America, Inc. IRS Identification No. 13-1929559
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [X]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS
N/A
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
2(c)
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 425,000*
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 425,000*
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
0
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
425,000*
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.0
________________________________________________________________________________
14 TYPE OF REPORTING PERSON
CO
________________________________________________________________________________
* In addition to this direct ownership, 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, Inc. through its ownership of Paribas
Principal, Inc. Such indirect ownership of Staff Leasing, Inc. is not included
above so as to avoid double counting.
4
<PAGE>
CUSIP No. 0008523811 13D Page 5 of 19 Pages
________________________________________________________________________________
1
Paribas Principal, Inc. IRS Identification No. 13-3529118
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [_]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS
N/A
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
2(c)
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of New York
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 2,321,891
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 2,321,891
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
0
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,321,891
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.7
________________________________________________________________________________
14 TYPE OF REPORTING PERSON
CO
________________________________________________________________________________
5
<PAGE>
BNP Paribas (successor by merger of Paribas S.A. with and into Banque
Nationale de Paris ("BNP") as of May 23, 2000), Paribas North America, Inc.
("PNA"), and Paribas Principal, Inc. ("PPI"), collectively the "Reporting
Persons", hereby amend the report on Schedule 13D, dated March 19, 1999. This
report was previously amended by Amendment No. 1 dated April 8, 1999, Amendment
No. 2 dated April 22, 1999, Amendment No. 3 dated December 22, 1999, and
Amendment No. 4 dated April 7, 2000. The initial Schedule 13D and the amendments
thereto are collectively referred to herein as the "Schedule 13D", filed by
Banque Nationale de Paris, 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,
and (iii) BNP 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."
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 BNP Paribas."
The first sentence of the third paragraph of Item 2 is amended and restated
as follows:
"PNA is a holding company through which BNP Paribas holds investments in
the United States."
The fourth paragraph of Item 2 is amended and restated in its entirety as
follows:
"Paribas, formerly a wholly-owned bank subsidiary of BNP, was merged on May
23, 2000 with and into BNP, forming BNP Paribas which engages in banking and
financial services worldwide."
The sixth paragraph 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, and BNP Paribas, 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:
6
<PAGE>
"During the last five years, neither PPI, PNA, BNP Paribas nor, to the
best of PPI's, PNA's, or BNP Paribas' 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 change in the
plan of the Reporting Persons regarding the Company, by replacing the paragraph
starting with "PPI, by a letter of intent . . ." 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 affiliates of 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 affiliates of the U.S. investment
advisory company will acquire 212,500 shares of Common Stock and warrants
exercisable into 499,185 shares of Common Stock for nine hundred
thirty-three thousand eight dollars ($933,008.00).
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is hereby amended to read 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
Beneficially Owned Beneficially Owned with Aggregate Number of Percentage of
with Sole Voting and Shared Voting and Shares Beneficially Class Beneficially
Name Dispositive Power(1) Dispositive Power Owned Owned (2)
<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%
BNP Paribas(6) 0 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
7
<PAGE>
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 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 21,701,762 shares of Common Stock outstanding as of March 31, 2000
as disclosed in the Company's most recent Form 10-Q 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) The shares reported by PPI and PNA herein may be attributed to BNP
Paribas through its ownership of PNA and PPI. Such shares are not included
in the table so as to avoid double counting.
To the best knowledge of PPI, PNA and BNP Paribas, 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 Paribas beneficially
owns any securities of the Company although no actual inquiry of such
persons has been made."
8
<PAGE>
Item 7. Materials to be Filed as Exhibits.
Item 7 is amended to restate Exhibit 4 as follows:
"4. Joint Filing Agreement, dated July __, 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.
9
<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.
July 28, 2000
BNP PARIBAS
By: /s/ M.S. Alexander
------------------------
Name: M.S. Alexander
Title: Managing Director
PARIBAS NORTH AMERICA, INC.
By: /s/ Donna Kiernan
------------------------
Name: Donna Kiernan
Title: Chief Financial Officer
PARIBAS PRINCIPAL, INC.
By: /s/ M. S. Alexander
------------------------
Name: M. S. Alexander
Title: President
10
<PAGE>
Schedule I
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, PNA and the board members of BNP Paribas (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.
A.
PARIBAS PRINCIPAL, INC.
OFFICERS AND DIRECTORS
<TABLE>
<CAPTION>
Name/Position Citizenship Name and business address of employer
------------- ----------- -------------------------------------
<S> <C> <C>
M.S. Alexander United States Paribas Principal, Incorporated
President/Director 787 Seventh Avenue
New York, NY 10019
Philippe Blavier France & U.S. BNP Paribas
Director 3 rue d'Antin
75002 Paris, France
Jeffrey Youle United States BNP Paribas
Secretary/Director 787 Seventh Avenue
New York, NY 10019
Everett Schenk United States BNP Paribas
Director 787 Seventh Avenue
New York, NY 10019
Herve Couffin France Paribas Affaires Industrielles
Director 3 rue d'Antin
75002 Paris, France
Donna Kiernan United States BNP Paribas
Chief Financial Officer 787 Seventh Avenue
New York, NY 10019
George Billeci United States BNP Paribas
Assistant Secretary 787 Seventh Avenue
New York, NY 10019
</TABLE>
11
<PAGE>
B.
PARIBAS NORTH AMERICA, INC.
OFFICERS AND DIRECTORS
<TABLE>
<CAPTION>
Name/Position Citizenship Name and business address of employer
------------- ----------- -------------------------------------
<S> <C> <C>
Dominique Hoenn France BNP Paribas
Chairman of the Board 3 rue d'Antin
75002 Paris, France
Bernard Allorent France BNP Paribas
Director 3 rue d'Antin
75002 Paris, France
Philippe Blavier France BNP Paribas
Director 3 rue d'Antin
75002 Paris, France
Amaury de Seze France BNP Paribas
Director 3 rue d'Antin
75002 Paris, France
David Brunner United States BNP Paribas
Director 787 Seventh Avenue
New York, NY 10019
Alain Louvel France BNP Paribas
Director 787 Seventh Avenue
New York, NY 10019
Everett Schenk United States BNP Paribas
CEO, Director 787 Seventh Avenue
New York, NY 10019
G. Timothy Deason United States BNP Paribas
Vice President, Secretary and 787 Seventh Avenue
General Counsel New York, NY 10019
Donna Kiernan United States BNP Paribas
Chief Financial Officer 787 Seventh Avenue
New York, NY 10019
Dennis Lerner United States BNP Paribas
Tax Director 787 Seventh Avenue
New York, NY 10019
Wendy Gould United States BNP Paribas
Tax Manager 787 Seventh Avenue
New York, NY 10019
</TABLE>
12
<PAGE>
C.
BNP PARIBAS
BOARD OF DIRECTORS
<TABLE>
<CAPTION>
Name/Position Citizenship Title and name and business address of employer
------------- ----------- -----------------------------------------------
<S> <C> <C>
Michel Pebereau France Chairman and CEO
Chairman and CEO BNP Paribas
16 boulevard des Italiens
75009 Paris, France
Baudouin Prot France President and COO
COO and Director BNP Paribas
16 boulevard des Italiens
75009 Paris, France
Patrick Auguste France BNP Paribas
Director 33/35 avenue de Lowendal
75015 Paris, France
Jean-Louis Beffa France Chairman and CEO
Director Saint-Gobain
Les Miroirs
18 avenue d'Alsace
F-92400, Courbevoie, France
Jacques Friedmann France 80 avenue de Bretauil
Director 75015 Paris, France
Francois Grappotte France Chairman and CEO
Director Legrand
128 avenue Delattre de Tassigny
87045 Limoges Cedex, France
Philippe Jaffre France (formerly Chairman and CEO of Elf Aquitaine)
Director SAFREP
38 rue Marbeuf
75008 Paris, France
Alain Joly France Chairman and CEO
Director L'Air Liquide
75 quai d'Orsay
75007 Paris, France
</TABLE>
13
<PAGE>
<TABLE>
<CAPTION>
Name/Position Citizenship Title and name and business address of employer
------------- ----------- -----------------------------------------------
<S> <C> <C>
Jean-Marie Messier France Chairman and CEO
Director Vivendi
42 avenue de Friedland
75380 Paris, France
Lindsay Owen-Jones United Kingdom Chairman and CEO
Director L'Oreal
14 rue Royale
75008 Paris, France
Davis Peake United Kingdom Chairman of the Board
Director BNP-UK Holdings Limited
8-13 King William Street
P.O. Box 416
London EC4P 4HS England
Louis Schweitzer France Chairman and CEO
Director Renault
13-15 quai Alphonse LeGallo
F-92513 Boulogne, France
Rene Thomas France Honorary Chairman
Director BNP Paribas
16 boulevard des Italiens
75009 Paris, France
Karl Bernhard Walter Germany Chairman of the Board
Director Dresdner Bank
Jurgen-Ponto-Platz 1
60301 Frankfurt, Germany
Jean-Marie Gianno France 2 boulevard Victor Hugo
Director 06000 Nice, France
Philippe Mussot France BNP Paribas
Director 1 Place de la Republique
72000 Le Mans, France
Claude Bebear France Chairman
Director AXA Group
23 avenue Matignon
75008 Paris, France
Michel Francois-Poncet France Vice Chairman
Director BNP Paribas
16 boulevard des Italiens
75009 Paris, France
</TABLE>
14
<PAGE>
<TABLE>
<CAPTION>
Name/Position Citizenship Title and name and business address of employer
------------- ----------- -----------------------------------------------
<S> <C> <C>
Paul-Louis Halley France Chairman, President and CEO
Director Promodes
BP 17 Route de Paris
14120 Mondeville, France
Denis Kessler France President
Director Federation Francais des Societes d'Assurances
26 boulevard Hausmann
75009 Paris, France
(Vice President - MEDEF)
</TABLE>
15
<PAGE>
Exhibit Index
Exhibit No. Description
----------------------------------------------
4. Joint Filing Agreement, dated July __, 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
16
