As filed with the Securities and Exchange Commission on August
30, 1996.
Registration No. 333-7867
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________
Post-Effective Amendment No. 2 on
FORM S-3
to FORM S-4
REGISTRATION STATEMENT
Under
The Securities Act of 1933
OLSTEN CORPORATION
(Exact name of registrant as specified in its charter)
7363
Delaware 13-2610512
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
_____________________________
175 Broad Hollow Road
Melville, New York 11747
(516) 844-7800
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)
William P. Costantini, Esq.
Senior Vice President and General Counsel
175 Broad Hollow Road
Melville, New York 11747
(516) 844-7250
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
_____________________________
COPIES TO:
Marjorie Sybul Adams, Esq.
Gordon Altman Butowsky
Weitzen Shalov & Wein
114 West 47th Street
New York, New York 10036
(212) 626-0800
__________________________
Approximate date of commencement of proposed sale to the public:
As soon as possible after the effective date of this Post-
Effective Amendment.
_____________________________
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please
check the following box. [__]
<PAGE>
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, other than securities offered only in
connection with dividend or interest reinvestment plans, check the
following box. X
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration
statement number of the earlier effective registration for the same
offering. [__]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [__]
If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box. [__]
__________________________
The Registrant hereby amends this Registration Statement on such
date or dates as may be necessary to delay its effective date until
the Registrant shall file a further amendment which specifically
states that this Registration Statement shall thereafter become
effective in accordance with Section 8(a) of the Securities Act of
1933, as amended, or until this Registration Statement shall become
effective on such date as the Securities and Exchange Commission,
acting pursuant to said Section 8(a), may determine.
PAGE
<PAGE>
PROSPECTUS
OLSTEN CORPORATION
THIS POST-EFFECTIVE AMENDMENT NO. 2 ON FORM S-3 TO FORM S-4
IS BEING FILED IN PLACE OF POST-EFFECTIVE AMENDMENT NO. 1 ON FORM
S-3 TO FORM S-4 FILED ON AUGUST 23, 1996.
This Prospectus ("Prospectus") relates to up to 173,658
shares of Class B Common Stock, par value $.10 per share ("Class
B Stock"), of Olsten Corporation, a Delaware corporation
("Olsten") that may be issued upon the exercise of (a)
outstanding stock options (the "Stock Options") and (b)
outstanding redeemable common stock purchase warrants
("Warrants"), and the issuance of up to 173,658 shares of Olsten
Common Stock, par value $.10 per share ("Olsten Common Stock")
issuable upon conversion of such shares of Class B Stock. The
Stock Options and Warrants were originally issued by Co-Counsel,
Inc., a Texas corporation ("Co-Counsel") prior to the merger (the
"Merger") of Lawyers Acquisition Corp., a wholly-owned subsidiary
of Olsten with and into Co-Counsel on August 9, 1996.
As a result of the Merger, Co-Counsel became a wholly-owned
subsidiary of Olsten and (i) each outstanding share of Co-Counsel
Common Stock, par value $.01 per share ("Co-Counsel Common
Stock"), was converted into the right to receive .1069 of one
share (the "Conversion Number") of Class B Stock, and (ii) each
outstanding Stock Option and Warrant was adjusted so that upon
exercise thereof the holder will receive the number of shares of
Class B Stock equal to the product obtained by multiplying (x)
the number of shares of Co-Counsel Common Stock subject to the
Stock Option or Warrant by (y) the Conversion Number. Each share
of Class B Stock is convertible at all times, without cost to the
holder thereof, into one share of Olsten Common Stock.
No person has been authorized to give any information or to
make any representation other than those contained or
incorporated by reference in this Prospectus in connection with
the offering of securities described herein and, if given or
made, such information or representation should not be relied
upon as having been authorized by Olsten or any other person.
This Prospectus does not constitute an offer to sell, or the
solicitation of any offer to purchase, any securities in any
jurisdiction in which, or to any person to whom, it is unlawful
to make such offer or solicitation. Neither the delivery of this
Prospectus nor any distribution of the securities described
herein shall, under any circumstances, create any implication
that there has been no change in the affairs of Olsten since the
date hereof or that the information set forth or incorporated by
reference herein is correct as of any time subsequent to its
date.
<PAGE>
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE
COMMISSION OR ANY STATESECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
The date of this Prospectus is August 29, 1996.
<PAGE> AVAILABLE INFORMATION
Olsten is and Co-Counsel was, prior to its acquisition by
Olsten, subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and in accordance therewith, is required to file reports, proxy
statements and other information with the Securities and Exchange
Commission (the "SEC"). Copies of such reports, proxy statements
and other information can be inspected and copied at the public
reference facilities maintained by the SEC at Room 1024,
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549
and at the following Regional Offices of the SEC: Midwest
Regional Office, Citicorp Center, Suite 1400, 500 West Madison
Street, Chicago Illinois 60661; and Northeastern Regional Office,
7 World Trade Center, 13th Floor, New York, New York 10048.
Copies of such material can be obtained at prescribed rates from
the Public Reference Section of the SEC, 450 Fifth Street, N.W.,
Washington, D.C. 20549. Reports, proxy statements and other
information concerning Olsten may be inspected at the offices of
the NYSE, 20 Broad Street, New York, New York 10005.
Olsten has filed with the SEC a Post-Effective Amendment No.
2 on Form S-3 to its Registration Statement (No. 333-7867) on
Form S-4 (herein, together with all amendments and exhibits
thereto, referred to as the "Registration Statement") under the
Securities Act of 1933, as amended (the "Securities Act") with
respect to the securities offered hereby. This Prospectus
constitutes the prospectus of Olsten filed as part of the
Registration Statement, certain portions of which are omitted as
permitted by the rules and regulations of the SEC. For further
information with respect to Olsten and the securities offered
hereby, reference is made to the Registration Statement,
including the exhibits thereto, which may be inspected at the
SEC's offices, without charge, or copies of which may be obtained
from the SEC upon payment of prescribed fees. Statements
contained in this Prospectus as to the contents of any contract
or other document filed as an exhibit to the Registration
Statement are not necessarily complete, and in each instance
reference is hereby made to the copy of such contract or other
document filed as an exhibit to the Registration Statement, each
such statement being qualified in all respects by such reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
This Prospectus incorporates certain documents by reference
which are not presented herein or delivered herewith. These
documents are available upon request from Laurin L. Laderoute,
Jr., Secretary, Olsten Corporation, 175 Broad Hollow Road,
Melville, New York 11747-8905, telephone number (516) 844-7800.
The following documents, which have been filed with the SEC
pursuant to the Exchange Act, are hereby incorporated herein by
reference:
(a) Olsten's Annual Report on Form 10-K for the year ended
December 31, 1995;
(b) Olsten's Quarterly Reports on Form 10-Q for the periods
ended March 31, 1996 and June 30, 1996;
(c) Olsten's Current Reports on Form 8-K dated March 13,
1996, May 3, 1996, May 30, 1996, July 11, 1996 and
August 8, 1996; and
(d) The information contained under the captions "Security
Ownership of Certain Beneficial Owners and Management"
and "Executive Compensation" in Olsten's definitive
Proxy Statement dated April 2, 1996.
All documents filed by Olsten pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date of
this Prospectus and prior to the termination of the offering of
Olsten Common Stock to
<PAGE>
which this Prospectus relates, shall be deemed to be incorporated
herein by reference and to be part hereof from the date of filing
of such documents. All information appearing in this Prospectus
or in any document incorporated herein by reference is not
necessarily complete and is qualified in its entirety by the
information and financial statements (including notes thereto)
appearing in the documents incorporated herein by reference and
should be read together with such information and documents.
Any statement contained in a document incorporated or deemed
to be incorporated herein by reference shall be deemed to be
modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other
subsequently filed document that is deemed to be incorporated
herein by reference modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this
Prospectus.
INFORMATION CONCERNING OLSTEN
Olsten is North America's largest provider of home health
care and related services and one of the world's leading
providers of staffing services to business, industry and
government. Through Olsten Kimberly QualityCare, Olsten provides
health care network management and caregivers for home health
care and institutions. Olsten Kimberly QualityCare employs more
than 150,000 caregivers and provides services to over 400,000
patients and clients, including managed care organizations,
employers, government agencies, hospitals and individuals.
Services include skilled nursing, home health aides, infusion
therapy, home medical equipment, respiratory therapy, pediatrics,
rehabilitation and disease management. Olsten Kimberly
QualityCare is also North America's largest provider of
management services to hospital-based home health agencies.
Through Quantum Health Resources, Olsten is engaged in the
provision of therapies and support services to individuals
afflicted by certain chronic diseases. Primarily through Olsten
Staffing Services, Olsten also operates 700 staffing and
information technology offices in North America, South America
and Europe, providing assignment employees to business, industry
and government, as well as services for the design, development
and maintenance of information systems.
Through Co-Counsel, Olsten provides temporary and permanent
attorneys and paralegals to law firms and corporate law
departments primarily located in Houston, Dallas, Chicago, New
York City and Los Angeles. Co-Counsel's clients are typically
corporate law departments and law firms which have a need for
additional legal staffing. These clients have recognized that it
is often more economical to utilize temporary legal personnel
than full-time employees and, in the case of corporate law
departments, engage outside counsel.
Additional information concerning Olsten and its
subsidiaries is contained in Olsten's Annual Report on Form 10-K
for the year ended December 31, 1995, its Quarterly Report on
Form 10-Q for the periods ended March 31, 1996 and June 30, 1996
and its Current Reports on Form 8-K dated March 13, 1996, May 3,
1996, May 30, 1996, July 11, 1996, August 8, 1996 and its other
public filings. See "Available Information" and "Incorporation
of Certain Documents by Reference."
USE OF PROCEEDS
The cash received by Olsten upon exercise of the Stock
Options and the Warrants will be used for general working capital
purposes.
PLAN OF DISTRIBUTION
The following is a description of the Stock Options and the
Warrants.
<PAGE>
STOCK OPTIONS. As of the effective time of the Merger (the
"Effective Time"), Co-Counsel had an aggregate of 187,000 shares
of Co-Counsel Common Stock reserved for issuance pursuant to
options granted and then currently outstanding under Co-Counsel's
Employee Stock Option Plan and Co-Counsel's Stock Option Plan for
Non-Employee Directors. At the Effective Time, each Stock Option
was automatically converted into an option to purchase the number
of shares of Class B Stock equal to the product obtained by
multiplying the number of shares of Co-Counsel Common Stock
subject to the original option by the Conversion Number, at a
price per share equal to the quotient obtained by dividing the
exercise price for the shares of Co-Counsel Common Stock subject
to such Stock Option by the Conversion Number.
In the case of any Stock Option to which Section 421 of the
Internal Revenue Code of 1986, as amended (the "Code") applies by
reason of its qualification under any of Sections 422-424 of the
Code ("qualified stock options"), the option price, the number of
shares purchasable pursuant to such option and the terms and
conditions of exercise of such option shall be determined in
order to comply with Section 424(a) of the Code.
The Company has reserved 19,990 shares of Class B Stock and
19,990 shares of Olsten Common Stock issuable upon conversion of
such shares of Class B Stock, for issuance upon exercise of the
Stock Options.
WARRANTS. The Warrants were issued pursuant to a Warrant
Agreement dated as of November 12, 1993, by and between Of
Counsel Enterprises, Inc. (former name of Co-Counsel) and
American Stock Transfer & Trust Company, as Warrant Agent (the
"Warrant Agreement"). As of the Effective Time, Co-Counsel had
outstanding warrants to purchase approximately 1,437,500 shares
of Co-Counsel Common Stock at an exercise price of $3.75 per
share, subject to the terms and conditions of the Warrant
Agreement. The Warrants expire on November 15, 1998. At the
Effective Time, each Warrant was automatically deemed to
constitute a warrant to acquire the number of shares of Class B
Stock equal to the product obtained by multiplying the number of
shares of Co-Counsel Common Stock subject to a Warrant by the
Conversion Number, at a price per share of Olsten Class B Stock
equal to the quotient obtained by dividing the exercise price for
the shares of Co-Counsel Common Stock subject to such Warrant by
the Conversion Number.
For example, a holder of 10,000 Warrants would, after the
Effective Time, and prior to November 15, 1998, be entitled to
receive 1,069 (10,000 times .1069) shares of Class B Stock upon
payment of the exercise price of $35.08 per share ($3.75 divided
by .1069).
The Company has reserved 153,668 shares of Class B Stock and
153,668 shares of Olsten Common Stock issuable upon conversion of
such shares of Class B Stock for issuance upon the exercise of
the Co-Counsel Warrants.
The number of shares of Class B Stock that may be purchased
upon exercise of a Stock Option, or Warrant shall not include any
fractional share and, upon exercise of such Stock Option or
Warrant, a cash payment shall be made for any fractional share in
accordance with the requirements of such Stock Option or Warrant.
LEGAL MATTERS
The validity of the shares of Class B Stock and Olsten
Common Stock issuable upon the exercise of the Stock Options and
conversions of the Convertible Debentures has been passed upon by
Gordon Altman Butowsky Weitzen Shalov & Wein. Andrew N. Heine, a
director of the Company, is of counsel to Gordon Altman Butowsky
Weitzen Shalow & Wein.
<PAGE>
EXPERTS
The consolidated balance sheets as of December 31, 1995 and
January 1, 1995 and the consolidated statements of income,
shareholders' equity and cash flows for each of the three years
in the period ended December 31, 1995 of Olsten incorporated by
reference in this Prospectus have been incorporated herein in
reliance on the report of Coopers & Lybrand LLP, independent
accountants, given on the authority of that firm as experts in
accounting and auditing.
PAGE
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The only fees incurred in connection with this transaction
are legal fees and expenses, which are estimated to be
approximately $10,000.
ITEM 15. INEDMNIFICATION OF DIRECTORS AND OFFICERS
(a) Article Ninth of the Registrant's Restated Certificate
of Incorporation provides for indemnification of Directors of the
Registrant as follows:
NINTH: No director of the Corporation shall be liable
to the Corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director, except for
liability (i) for any breach of the director's duty of
loyalty to the Corporation or its stockholders, (ii) for
acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii)
under Section 174 of the Delaware General Corporation Law,
or (iv) for any transaction from which the director derived
an improper personal benefit. This Article NINTH shall not
eliminate or limit the liability of a director for any act
or omission occurring prior to the effective date of its
adoption. If the Delaware General Corporation Law is amended
after approval by the stockholders of this article to
authorize corporate action further eliminating or limiting
the personal liability of directors, then the liability of a
director of the Corporation shall be eliminated or limited
to the fullest extent permitted by the Delaware General
Corporation Law, as so amended.
Any repeal or modification of the foregoing paragraph
by the stockholders of the Corporation shall not adversely
affect any right or protection of a director of the
corporation existing at the time of such repeal or
modification.
As authorized by Section 145 of the Delaware General
Corporation Law, Article V of the Registrant's By-Laws provides
as follows:
Section 1. Right to Indemnification. Each person who
was or is made a party or is threatened to be made a party
to or is otherwise involved in any action, suit or
proceeding, whether civil, criminal, administrative or
investigative (hereinafter a "proceeding"), by reason of the
fact that he or she is or was a director or officer of the
Corporation or is or was serving at the request of the
Corporation as a director or officer of another corporation
or of a partnership, joint venture, trust or other
enterprise, including service with respect to an employee
benefit plan (hereinafter an "indemnitee"), whether the
basis of such proceeding is alleged action in an official
capacity as a director or officer or in any other capacity
while serving as a director or officer shall be indemnified
and held harmless by the Corporation to the fullest extent
authorized by the Delaware General Corporation Law, as the
same exists or may hereafter be amended (but, in the case of
any such amendment, only to the extent that such amendment
permits the Corporation to provide broader indemnification
rights than permitted prior thereto), against all expense,
liability and loss (including attorneys' fees, judgments,
fines, ERISA excise taxes or penalties and amounts paid in
settlement) reasonably incurred or suffered by such
indemnitee in connection therewith and such indemnification
shall continue as to an indemnitee who has ceased to be a
director or officer and
<PAGE>
shall inure to the benefit of the indemnitee's heirs,
executors and administrators; provided, however, that the
Corporation shall indemnify any such indemnitee in
connection with a proceeding (or part thereof) initiated by
such indemnitee only if such proceeding was authorized by
the Board.
Section 2. Right to Advancement of Expenses. This
right to indemnification conferred to in Section I of this
Article V shall include the right to be paid by the
Corporation the expenses incurred in defending any
proceeding for which such right to indemnification is
applicable in advance of its final disposition (hereinafter
an "advancement of expenses"); provided, however, that, if
the Delaware General Corporation Law requires, an
advancement of expenses incurred by an indemnitee in his or
her capacity as a director or officer (and not in any other
capacity in which service was or is rendered by such
indemnitee, including, without limitation, service to an
employee benefit plan) shall be made only upon delivery to
the Corporation of an undertaking, by or on behalf of such
indemnitee, to repay all amounts so advanced if it shall
ultimately be determined by final judicial decision from
which there is no further right to appeal that such
indemnitee is not entitled to be indemnified for such
expenses under this Article V or otherwise.
Section 3. Non-Exclusivity of Rights. The rights to
indemnification and to the advancement of expenses conferred
in this Article V shall not be exclusive of any other right
which any person may have or hereafter acquire under any
statute, the Restated Certificate of Incorporation, By-Law,
agreement, vote of stockholders or disinterested directors
or otherwise.
Section 4. Insurance. The Corporation may maintain
insurance, at its expense, to protect itself and any
director, officer, employee or agent of the Corporation or
another corporation, partnership, joint venture, trust or
other enterprise against any expense, liability or loss,
whether or not the Corporation would have the power to
indemnify such person against such expense, liability or
loss under the Delaware General Corporation Law.
Section 5. Indemnification of Employees and Agents of
the Corporation. The Corporation may, to the extent
authorized from time to time by the Board, grant rights to
indemnification and to the advancement of expenses to any
employee or agent of the Corporation or, if serving at the
request of the Corporation, as an employee or agent of
another corporation or of a partnership, joint venture,
trust or other enterprise, including service with respect to
an employee benefit plan, to the fullest extent of the
provisions of this Article V with respect to the
indemnification and advancement of expenses of directors and
officers of the Corporation.
In addition, the Registrant maintains directors' and
officers' liability insurance covering certain liabilities that
may be incurred by the directors and officers of the Registrant
in connection with the performance of their duties.
ITEM 16. EXHIBITS
EXHIBIT NO. DESCRIPTION OF EXHIBIT
___________ ______________________
*4.1 Form of Co-Counsel's Stock Option Plan
for Non-Employee Directors.
*4.2 Form of Co-Counsel's Employee Stock Option
Plan.
*4.3 Form of Warrant Agreement.
<PAGE>
*5.1 Opinion of Gordon Altman Butowsky Weitzen
Shalov & Wein (incorporated by reference to
Exhibit 5.1 to Olsten's Registration
Statement on Form S-4, Registration Number
333-7867).
23.1 Consent of Gordon Altman Butowsky Weitzen
Shalov & Wein.
23.2 Consent of Coopers & Lybrand LLP.
*24.1 Power of Attorney (included on signature page
to this Registration Statement).
* Previously filed.
ITEM 17. UNDERTAKINGS.
A. Undertaking Pursuant to Rule 415.
The undersigned registrant hereby undertakes:
(1) to file, during any period in which offers or sales
are being made, a post-effective amendment to this
registration statement:
(i) to include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or
events arising after the effective date of the
registration statement (or the most recent post-
effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the
information set forth in the registration statement;
(iii) to include any material information with
respect to the plan of distribution not previously
disclosed in the registration statement or any material
change to such information in the registration
statement;
provided, however, that paragraphs (1)(i) and (1(ii) do
not apply, if the registration statement is on Form S-3
or Form S-8, and the information required to be
included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by
the registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration
statement.
(2) that, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the
initial bona fide offering thereof; and
(3) to remove from registration by means of a post-
effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
<PAGE>
B. Undertaking Regarding Documents Subsequently Filed Under the
Exchange Act.
The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to
section 13(a) or section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of any employee benefit
plan's annual report pursuant to section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
C. Undertaking Regarding Request For Acceleration of Effective
Date.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
provisions or otherwise, the registrant has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment
by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer, or controlling person in connection with the
securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final
adjudication of such issue.
PAGE
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-3 and has duly caused this Post-Effective Amendment No. 2 on
Form S-3 to its Form S-4 Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the
City of Melville, State of New York on August 28, 1996.
OLSTEN CORPORATION
By: *
Frank N. Liguori,
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this Post-Effective Amendment No. 2 on Form S-3 to the Form S-4
Registration Statement has been signed by the following persons
in the capacities and on the dates indicated.
Name Title Date
____ _____ ____
*
- -------------------
Frank N. Liguori Chairman and Chief August 28, 1996
Executive Officer
and Director (Principal
Executive Officer)
*
- -------------------
Anthony J. Puglisi Senior Vice President August 28, 1996
-Finance (Principal
Financial and Accounting
Officer)
*
- ------------------
Stuart Olsten Director August 28, 1996
*
- ------------------
Andrew N. Heine Director August 28, 1996
*
- ------------------
Stuart R. Levine Director August 28, 1996
*
- ------------------
John M. May Director August 28, 1996
<PAGE>
*
- ------------------
Miriam Olsten Director August 28, 1996
*
- ------------------
Richard J. Sharoff Director August 28, 1996
*
- ------------------
Raymond S. Troubh Director August 28, 1996
*
- ------------------
Josh S. Weston Director August 28, 1996
By: /s/ Laurin L. Laderoute, Jr.
____________________________
Laurin L. Laderoute, Jr.
Attorney-in-Fact
PAGE
<PAGE>
Exhibit Index
_____________
Exhibit No. Description of Exhibit
___________ ______________________
*4.1 Form of Co-Counsel's Stock Option Plan for
Non-Employee Directors.
*4.2 Form of Co-Counsel's Employee Stock Option
Plan.
*4.3 Form of Warrant Agreement.
*5.1 Opinion of Gordon Altman Butowsky Weitzen
Shalov & Wein (incorporated by reference to
Exhibit 5.1 to Olsten's Registration
Statement on Form S-4, Registration Number
333-47430.)
23.1 Consent of Gordon Altman Butowsky Weitzen
Shalov & Wein.
23.2 Consent of Coopers & Lybrand LLP.
*24.1 Power of Attorney (included on signature page
to this Registration Statement).
* Previously filed.
PAGE
<PAGE>
EXHIBITS
TO
POST-EFFECTIVE AMENDMENT NO. 2
ON FORM S-3
TO FORM S-4
OF
REGISTRATION STATEMENT
OF
OLSTEN CORPORATION
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in
the Post-Effective Amendment No. 2 on Form S-3 to the
Registration Statement on Form S-4 (File No. 333-7867) of
our report dated February 7, 1996, on our audits of the
consolidated financial statements of Olsten Corporation and
Subsidiaries as of December 31, 1995 and January 1, 1995,
and for each of the three years in the period ended December
31, 1995, which report is included in the Company's Annual
Report on Form 10-K. We also consent to the reference to
our Firm under the caption "Experts."
/s/ COOPERS & LYBRAND L.L.P.
New York, New York
August 29, 1996
[Letterhead of Gordon Altman Butowsky Weitzen Shalov & Wein]
August 30, 1996
Olsten Corporation
175 Broad Hollow Road
Melville, NY 11747-8905
Re: Olsten Corporation -- Post-Effective Amendment
Ladies and Gentlemen:
In connection with the Post Effective Amendment No. 2 on
Form S-3 to the Registration Statement on Form S-4 ("Registration
Statement") filed under the Securities Act of 1933, as amended
("1933 Act"), we hereby consent to the reference to us under the
caption "Legal Matters" in the Prospectus forming a part of the
Registration Statement. In giving this consent, we do not thereby
admit that we are within the category of persons whose consent is
required under Section 7 of the 1933 Act or the rules and
regulations of the Securities and Exchange Commission thereunder.
Very truly yours,
/s/ GORDON, ALTMAN, BUTOWSKY, WEITZEN
SHALOV & WEIN
