<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 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
[ ] Confidential, for the Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
</TABLE>
OLSTEN CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
OLSTEN CORPORATION
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) 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:
------------------------------------------------------------------------
(4) Date Filed:
<PAGE> 2
OLSTEN LOGO
March 31, 1997
DEAR SHAREHOLDER:
You are cordially invited to attend the Annual Meeting of Shareholders of
Olsten Corporation to be held on April 25, 1997 at 9:30 a.m. at our world
headquarters located at 175 Broad Hollow Road, Melville, New York.
The accompanying Notice and Proxy Statement describe the matters to be
voted upon at the Annual Meeting. Holders of Common Stock and Class B Common
Stock will be entitled to one vote and ten votes, respectively, at the Annual
Meeting for each share held of record at the close of business on March 12,
1997, but will vote as separate classes in the election of Directors.
At the Annual Meeting, shareholders will have an opportunity to inquire
about the affairs of the Company that may be of interest to shareholders
generally.
We would appreciate your signing, dating and returning the enclosed proxy
in the envelope provided for that purpose so that your shares may be represented
and voted at the Annual Meeting in the event you do not attend. If you attend
the Annual Meeting, you may withdraw your proxy and vote in person.
Thank you and we look forward to greeting you personally if you are able to
be present.
Sincerely,
FRANK N. LIGUORI
Chairman and Chief Executive Officer
<PAGE> 3
OLSTEN LOGO
175 BROAD HOLLOW ROAD
MELVILLE, NEW YORK 11747-8905
------------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 25, 1997
------------------------------
TO THE SHAREHOLDERS OF OLSTEN CORPORATION:
You are cordially invited to attend the Annual Meeting of Shareholders of
Olsten Corporation, a Delaware corporation (the "Company"), which will be held
at the executive offices of the Company, 175 Broad Hollow Road, Melville, New
York 11747-8905, on April 25, 1997, at 9:30 o'clock in the forenoon, New York
time, for the following purposes:
1. To elect nine Directors of the Company, three by the holders of
Common Stock voting separately as a class and six by the holders of Class B
Common Stock voting separately as a class, to serve until the next Annual
Meeting of Shareholders and until their successors are elected and qualify;
2. To consider and vote upon a proposal to ratify and approve the
appointment by the Board of Directors of Coopers & Lybrand L.L.P. as
independent auditors for the Company for its 1997 fiscal year; and
3. To transact such other business as may properly come before the
meeting or any adjournments thereof.
The stock transfer books of the Company will not be closed but only
shareholders of record at the close of business on March 12, 1997 are entitled
to notice of and to vote at such meeting or any adjournments thereof.
BY ORDER OF THE BOARD OF DIRECTORS
Laurin L. Laderoute, Jr.
Secretary
Dated: March 31, 1997
Melville, New York
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING. WE DO HOPE
YOU WILL ATTEND, BUT IF YOU DO NOT INTEND TO BE PRESENT IN PERSON, PLEASE MARK,
SIGN, DATE AND RETURN THE ACCOMPANYING PROXY PROMPTLY. A STAMPED REPLY ENVELOPE
IS ENCLOSED FOR THAT PURPOSE.
<PAGE> 4
OLSTEN LOGO
175 BROAD HOLLOW ROAD
MELVILLE, NEW YORK 11747-8905
------------------------------
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 25, 1997
------------------------------
This Proxy Statement is furnished to shareholders of Olsten Corporation, a
Delaware corporation (the "Company"), in connection with the solicitation of
proxies by the Board of Directors of the Company for use at the Annual Meeting
of Shareholders to be held at the executive offices of the Company, 175 Broad
Hollow Road, Melville, New York 11747-8905, on April 25, 1997, at 9:30 o'clock
in the forenoon, New York time, including any adjournments thereof, for the
purposes set forth in the accompanying Notice of Meeting. Only shareholders of
record at the close of business on March 12, 1997 are entitled to vote at such
meeting. This Proxy Statement and the accompanying proxy are first being sent or
given to shareholders on or about March 31, 1997.
A shareholder who returns the accompanying proxy may revoke it at any time
before it is voted by giving notice in writing to the Company, by granting a
subsequent proxy or by appearing in person and voting at the meeting. Any
shareholder attending the meeting and entitled to vote may vote in person
whether or not said shareholder has previously submitted a proxy. Where no
instructions are indicated, proxies will be voted for the nominees for Directors
set forth herein and in favor of the other proposal described herein.
Proxies marked as abstentions will have the effect of a negative vote.
Broker non-votes (where a nominee holding shares for a beneficial owner has not
received voting instructions from the beneficial owner with respect to a
particular matter and such nominee does not possess or choose to exercise its
discretionary authority with respect thereto) will be considered as present at
the meeting but not entitled to vote with respect to the particular matter and
will have no effect on the vote. Votes are counted by employees of ChaseMellon
Shareholder Services, L.L.C., the Company's independent transfer agent and
registrar.
At the close of business on March 12, 1997, the record date for the
determination of shareholders entitled to vote at the Annual Meeting, the
Company had outstanding 67,418,176 shares of its Common Stock, par value $.10
per share ("Common Stock"), and 13,782,301 shares of its Class B Common Stock,
par value $.10 per share ("Class B Common Stock"). The holders of such Common
Stock and Class B Common Stock are entitled to one vote and ten votes,
respectively, for each share held on such record date, but with respect to the
election of Directors, holders of Common Stock voting separately as a class are
entitled to elect three Directors and holders of Class B Common Stock voting
separately as a class are entitled to elect six Directors.
No person has been authorized to give any information or to make any
representation other than those contained in this Proxy Statement and, if given
or made, such information or representation must not be relied upon as having
been authorized by the Company.
A copy of the 1996 Annual Report to Shareholders, containing the financial
statements of the Company and a report with respect thereto by Coopers & Lybrand
L.L.P., independent auditors, is also being mailed to you herewith. The Annual
Report is not deemed a part of the soliciting material for the proxy.
<PAGE> 5
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of March 12, 1997, the amount and nature
of beneficial ownership of the Company's Common Stock and Class B Common Stock
by each Director and nominee for Director; each beneficial owner of more than
five percent of the Common Stock or Class B Common Stock known by management;
named executive officers of the Company; and all executive officers and
Directors as a group.
Since each share of Class B Common Stock may be converted into one share of
Common Stock, the beneficial ownership rules under the Securities Exchange Act
of 1934 require that all shares of Common Stock issuable upon the conversion of
Class B Common Stock by any shareholder be included in determining the number of
shares and percentage of Common Stock held by such shareholder. The effect of
the assumption that such shareholder has converted into Common Stock the shares
of Class B Common Stock of which such shareholder is the beneficial owner is
also reflected in the following table. For a more complete description of the
method used to determine such beneficial ownership, see footnote (2) to the
following table.
<TABLE>
<CAPTION>
AMOUNT OF SHARES AND NATURE PERCENT OF CLASS IF
OF BENEFICIAL OWNERSHIP(1)(2) MORE THAN 1.0%(2)
------------------------------------------ ----------------------------
COMMON STOCK COMMON STOCK
(IF CLASS B CLASS (IF CLASS B
CLASS B COMMON STOCK B COMMON STOCK
NAME AND ADDRESS COMMON COMMON DEEMED COMMON COMMON DEEMED
OF BENEFICIAL OWNER STOCK STOCK CONVERTED) STOCK STOCK CONVERTED)
- -------------------------------- --------- ---------- ------------ ------ ------ ------------
<S> <C> <C> <C> <C> <C> <C>
Miriam Olsten 13,500(3) 5,540,834(3) 5,554,334(3) -- 40.2% 7.6%
175 Broad Hollow Road
Melville, NY
Stuart Olsten 31,725(4) 5,372,434(4) 5,404,159(4) -- 39.0% 7.4%
175 Broad Hollow Road
Melville, NY
Cheryl Olsten 4,379,647(5) 4,379,647(5) 31.8% 6.1%
175 Broad Hollow Road
Melville, NY
Andrew N. Heine 16,704(6) 3,127,610(6) 3,144,314(6) -- 22.7% 4.5%
114 West 47th Street
New York, NY
Robert L. Riedinger 5,096,642(7) 5,096,642(7) 37.0% 7.0%
4444 Blackland Drive
Marietta, GA
Frank N. Liguori 1,362,734 9 1,362,743 2.0% -- 2.0%
Stuart R. Levine 6,099(8) --
John M. May 34,500(9) --
Richard J. Sharoff 11,022(10) --
Raymond S. Troubh 88,099(11) 67,735(11) 155,834(11) -- -- --
Josh S. Weston 7,850(12) --
Robert A. Fusco 116,250(13) --
Richard A. Piske, III 48,750(14) --
Anthony J. Puglisi 25,000(15) --
RCM Capital Management, L.L.C. 6,732,662(16) 10.0%
Four Embarcadero Center
San Francisco, CA
Dresdner Bank AG 6,845,562(17) 10.2%
Jurgen -- Ponto -- Platz 1
60301 Frankfurt, Germany
All executive officers and 1,955,670(18) 12,544,817(19) 14,500,487(18)(19) 2.9% 90.6% 18.1%
Directors as a group
(17 persons)
</TABLE>
- ---------------
(1) Unless otherwise indicated, the shareholders identified in this table have
sole voting and investment power with respect to the shares beneficially
owned by them.
(footnotes continued on next page)
2
<PAGE> 6
(2) Each named person and all executive officers and Directors as a group are
deemed to be the beneficial owners of securities that may be acquired
within 60 days through the exercise of options or exchange or conversion
rights. Accordingly, the number of shares and percentage set forth opposite
each shareholder's name in the above table under the columns captioned
"Common Stock" include shares of Common Stock issuable upon exercise of
presently exercisable stock options under the Company's stock option plans,
and the columns captioned "Common Stock (if Class B Common Stock Deemed
Converted)" relating to such shareholders reflect the effect of the right
to convert beneficially owned shares of Class B Common Stock into Common
Stock, both with respect to the number of shares of Common Stock deemed to
be beneficially owned and the adjusted percentage of outstanding Common
Stock resulting from such right of conversion. However, the shares of
Common Stock so issuable upon such exercise, exchange or conversion by any
such shareholder are not included in calculating the number of shares or
percentage of Common Stock beneficially owned by any other shareholder.
(3) Mrs. Olsten owns of record 4,604,024 shares of Class B Common Stock. She
has sole voting and investment power with respect to 936,810 shares of
Class B Common Stock held under a trust for the benefit of one of her
children, of which she is trustee, and as to which shares she disclaims
beneficial ownership. Her holding includes 13,500 shares of Common Stock
that may be purchased pursuant to presently exercisable stock options.
(4) Mr. Olsten's holding includes 3,600 shares of Common Stock owned of record,
200 shares of Common Stock owned of record by his wife, as to which shares
he disclaims beneficial ownership, and 27,925 shares of Common Stock that
may be purchased pursuant to presently exercisable stock options. Mr.
Olsten owns of record 1,929,597 shares of Class B Common Stock and has
shared voting and investment power as a trustee with respect to 1,660,427
shares of Class B Common Stock owned by a trust for his and his sister's
benefit and 1,563,805 shares of Class B Common Stock owned by a trust for
his benefit. He has shared voting and investment power as a trustee with
respect to 45,000 shares of Class B Common Stock owned by a trust for the
benefit of his son, 90,000 shares of Class B Common Stock owned by two
trusts for the benefit of his niece and nephew and 83,605 shares of Class B
Common Stock owned by a trust for the benefit of his descendants, as to
which shares he disclaims beneficial ownership.
(5) Ms. Olsten owns of record 936,810 shares of Class B Common Stock and has
shared voting and investment power as a trustee with respect to 1,660,427
shares of Class B Common Stock owned by a trust for her and her brother's
benefit and 1,563,805 shares of Class B Common Stock owned by a trust for
her benefit. Ms. Olsten has shared voting and investment power as a trustee
with respect to 90,000 shares of Class B Common Stock owned by two trusts
for the benefit of her two children, 45,000 shares of Class B Common Stock
held by a trust for the benefit of her nephew and 83,605 shares of Class B
Common Stock owned by a trust for the benefit of her descendants, as to
which shares she disclaims beneficial ownership.
(6) Includes 9,000 shares of Common Stock that may be purchased pursuant to
presently exercisable stock options, 5,825 shares of Common Stock as to
which Mr. Heine has an indirect beneficial interest and 1,200 shares owned
by Mr. Heine's wife, as to which shares he disclaims beneficial ownership.
Mr. Heine has shared voting and investment power as a trustee with respect
to 1,563,805 shares of Class B Common Stock owned by a trust for the
benefit of Stuart Olsten and as a trustee with respect to 1,563,805 shares
of Class B Common Stock owned by a trust for the benefit of Cheryl Olsten,
as to which shares Mr. Heine disclaims beneficial ownership.
(footnotes continued on next page)
3
<PAGE> 7
(7) Mr. Riedinger owns of record 225,000 shares of Class B Common Stock. He has
shared voting and investment power as a trustee with respect to 1,660,427
shares of Class B Common Stock owned by a trust for the benefit of Stuart
Olsten and Cheryl Olsten, 1,563,805 shares of Class B Common Stock owned by
a trust for the benefit of Stuart Olsten, 1,563,805 shares of Class B
Common Stock owned by a trust for the benefit of Cheryl Olsten and 83,605
shares of Class B Common Stock owned by a trust for the benefit of
descendants of Ms. Olsten, as to which shares Mr. Riedinger disclaims
beneficial ownership.
(8) Includes 4,500 shares that may be purchased pursuant to presently
exercisable stock options.
(9) Includes 18,000 shares that may be purchased pursuant to presently
exercisable stock options.
(10) Includes 1,725 shares held in custodial accounts for Mr. Sharoff's two
children and 9,000 shares that may be purchased pursuant to presently
exercisable stock options.
(11) Includes 13,500 shares of Common Stock and 67,735 shares of Class B Common
Stock that may be purchased pursuant to presently exercisable stock
options.
(12) Includes 4,500 shares that may be purchased pursuant to presently
exercisable stock options.
(13) Includes 64,125 shares that may be purchased pursuant to presently
exercisable stock options.
(14) Includes 37,875 shares that may be purchased pursuant to presently
exercisable stock options.
(15) Includes 12,750 shares that may be purchased pursuant to presently
exercisable stock options.
(16) RCM Capital Management, L.L.C. advised that, as of March 12, 1997, it held
sole voting power as to 4,849,962 of such shares, sole dispositive power as
to 6,691,662 of such shares and shared dispositive power as to 41,000 of
such shares.
(17) Based on Amendment No. 1 to Schedule 13G dated February 10, 1997 and filed
with the Securities and Exchange Commission. Dresdner Bank AG reported that
it is the parent holding company of RCM Capital Management, L.L.C. and that
included in Dresdner Bank AG's holdings are 6,638,562 shares beneficially
owned by RCM Capital Management, L.L.C. Dresdner Bank AG held sole voting
and sole dispositive power as to 207,000 shares.
(18) Includes 1,684,562 shares of Common Stock owned by executive officers and
Directors and 271,108 shares of Common Stock that may be purchased pursuant
to presently exercisable stock options.
(19) Includes 12,477,082 shares of Class B Common Stock owned by executive
officers and Directors and 67,735 shares of Class B Common Stock that may
be purchased pursuant to presently exercisable stock options.
PROPOSAL 1
ELECTION OF DIRECTORS
The nine persons named below, all of whom are presently Directors of the
Company, have been nominated for election as Directors of the Company. Three
Directors are to be elected by the holders of Common Stock voting separately as
a class, and six Directors are to be elected by the holders of Class B Common
Stock voting separately as a class, with the Directors, in each separate class
vote, to be elected by a plurality of the votes cast. All Directors will serve
until the next Annual Meeting of Shareholders and until their successors are
elected and qualify. If no contrary instructions are indicated, it is intended
that the accompanying proxy will be voted for the election of the respective
Directors hereinafter shown as nominees for each respective class of stock. The
Company does not expect that any of the nominees will be unavailable
4
<PAGE> 8
for election, but if that should occur before the meeting, the proxies may be
voted for a substitute nominee or nominees.
NOMINEES FOR ELECTION BY HOLDERS OF COMMON STOCK
JOHN M. MAY
Mr. May, age 69 and a Director of the Company since 1989, has been an
independent management consultant for more than five years.
RAYMOND S. TROUBH
Mr. Troubh, age 70 and a Director of the Company since 1993, has been a
financial consultant for more than five years. He is a director of ADT Limited,
America West Airlines, Inc., ARIAD Pharmaceuticals, Inc., Becton Dickinson and
Company, Diamond Offshore Drilling, Inc., Foundation Health Corporation, General
American Investors Company, The MicroCap Fund, Inc., Petrie Stores Corp., Time
Warner, Inc., Triarc Companies, Inc. and WHX Corporation.
JOSH S. WESTON
Mr. Weston, age 68 and a Director of the Company since 1995, has been
Chairman of Automatic Data Processing, Inc., a provider of computerized
transaction processing, data communication and information services, since 1982,
and was Chief Executive Officer of Automatic Data Processing, Inc. from 1982 to
August 1996. He is a director of Automatic Data Processing, Inc., Public Service
Enterprise Group Company, Shared Medical Systems, Inc. and Vanstar Corporation.
NOMINEES FOR ELECTION BY HOLDERS OF CLASS B COMMON STOCK
ANDREW N. HEINE
Mr. Heine, age 68 and a Director of the Company since 1969, has been of
counsel to the law firm of Gordon Altman Butowsky Weitzen Shalov & Wein since
August 1995. For more than five years prior thereto he was an attorney in
independent private practice. He is a director of Citizens Utilities Company and
FPA Corporation.
STUART R. LEVINE
Mr. Levine, age 49 and a Director of the Company since 1995, has been
Chairman and Chief Executive Officer of Stuart Levine & Associates L.L.C., an
international training company specializing in strategic planning and team
building, since June 1996. From September 1992 to June 1996 he was Chief
Executive Officer of Dale Carnegie & Associates, Inc., a global provider of
corporate training in leadership and personal development, and was Chief
Operating Officer of Dale Carnegie & Associates, Inc. from September 1989 to
September 1992.
FRANK N. LIGUORI
Mr. Liguori, age 50 and a Director of the Company since 1986, has been
Chairman of the Board of the Company since February 1992 and its Chief Executive
Officer since April 1990. He was Vice Chairman from April 1990 to February 1992,
President of the Company from January 1986 to April 1990 and its Chief Operating
Officer from April 1983 to April 1990. He joined the Company in 1971.
5
<PAGE> 9
MIRIAM OLSTEN
Mrs. Olsten, age 72 and a Director of the Company since 1993, is a
significant shareholder of the Company. She is the mother of Stuart Olsten, a
Director and Vice Chairman and President of the Company.
STUART OLSTEN
Mr. Olsten, age 44 and a Director of the Company since 1986, has been Vice
Chairman of the Company since August 1994 and President of the Company since
April 1990. He was Chief Operating Officer of the Company from April 1990
through July 1993 and was Executive Vice President of the Company from November
1987 to April 1990. He joined the Company in 1975. He is the son of Miriam
Olsten, a Director of the Company.
RICHARD J. SHAROFF
Mr. Sharoff, age 50 and a Director of the Company since 1994, has been
President and Chief Executive Officer of MagCorp., Inc., a franchisor of
restaurants, since November 1996. From January 1996 to November 1996 he was
Chairman and Chief Executive Officer of Superior Pasta, L.L.C., a developmental
stage company in the food industry. From July 1995 to December 1995 he was a
consultant to the food industry. From January 1992 to June 1995, he was
President and Chief Executive Officer of Haifoods, Inc., a holding company in
the food and beverage industries.
------------------------------------
The Board held six meetings during the past fiscal year. Each outside
member of the Board is paid an annual retainer of $30,000, payable in monthly
installments, and $1,500 for each meeting of the Board attended. The Board has a
standing compensation committee, comprised of Messrs. May, Troubh and Weston,
and a standing audit committee, comprised of Messrs. Heine, Levine, May and
Sharoff. The compensation committee and the audit committee held two meetings
and three meetings, respectively, in 1996. Each Director who was a committee
member was paid $1,000 for each such meeting attended. The compensation
committee reviews and approves senior executive compensation and determines
compensation of the Chief Executive Officer. The audit committee reviews the
Company's financial results, the scope and results of audits of the Company by
its independent public accountants and the scope and result of internal audits.
The Board has no nominating committee.
In 1996, options to purchase 4,500 shares of Common Stock at a per share
exercise price of $14.25 were granted to each of Messrs. Heine, Levine, May,
Sharoff, Troubh and Weston and Mrs. Olsten, under the Company's 1990
Non-Qualified Stock Option Plan for Non-Employee Directors and Consultants, as
amended and restated. All such options will become vested and fully exercisable
in six months from the date of grant, which was December 9, 1996.
Directors who are not employees of the Company are covered by a Retirement
Plan for Outside Directors and Consultants pursuant to which retirement benefits
are payable to a Director who has served for at least five years. For a Director
who has served 20 or more years, the retirement benefit is 100% of the sum of
all Board retainer and committee fees paid to such Director during the
three-year period immediately preceding his or her departure from the Board,
which sum is to be paid in 20 equal, quarterly installments following the
Director's departure from the Board. For a Director who has served 15 to 19
years, 10 to 14 years and 5 to 9 years, the applicable percentage of the sum of
the three-year Board retainer and committee fees to which the Director is
entitled is 75%, 50% and 25%, respectively. A Director may elect to receive
distribution of his or her retirement benefit in a lump sum equal to the present
value of the retirement benefit instead of in quarterly installments.
6
<PAGE> 10
In 1996, the Company had sales of temporary personnel to Automatic Data
Processing, Inc. of approximately $1,330,000, and the Company purchased payroll
processing services from Automatic Data Processing, Inc. of approximately
$373,000. Mr. Weston, a Director of the Company, is Chairman of Automatic Data
Processing, Inc.
CERTAIN BUSINESS RELATIONSHIPS
Mr. Heine, a Director of the Company, is of counsel to the law firm of
Gordon Altman Butowsky Weitzen Shalov & Wein. Mr. Heine's compensation from the
firm is based in part on fees generated by clients originated by Mr. Heine, of
which the Company is one. Mr. Heine's share of the legal fees paid by the
Company in 1996 to Gordon Altman Butowsky Weitzen Shalov & Wein was
approximately $140,000.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires certain
persons, including the Company's Directors and executive officers, to file
reports with the Securities and Exchange Commission regarding beneficial
ownership of equity securities of the Company. In May 1996 Robert A. Fusco, an
executive officer of the Company, filed one late report covering the sale of the
Company's Common Stock in March 1996. In March 1997 Andrew N. Heine, a Director
of the Company, filed one late report covering the purchase of the Company's
Common Stock in August 1993.
------------------------------------
EXECUTIVE COMPENSATION
The following table sets forth information concerning the annual and
long-term compensation of the Company's Chief Executive Officer and the other
four most highly compensated executive officers (the "Named Officers") for
services as executive officers of the Company for the last three fiscal years.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
---------------------------
ANNUAL COMPENSATION AWARDS
---------------------------------------- ---------------------------
OTHER RESTRICTED SECURITIES ALL OTHER
NAME AND ANNUAL STOCK UNDERLYING COMPENSATION
PRINCIPAL POSITION YEAR SALARY($) BONUS($) COMPENSATION($) AWARDS($)(1) OPTIONS(#) ($)(2)
- --------------------------- ----- ---------- ---------- --------------- ------------ ------------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Frank N. Liguori 1996 $1,007,692 $ 875,000 $192,483
Chairman and Chief 1995 900,000 1,175,000 $ 1,411,000(3) 175,380
Executive Officer 1994 761,538 900,000 121,534
Stuart Olsten 1996 637,019 425,000 30,000 91,622
Vice Chairman and 1995 540,865 500,000 37,500 126,467
President 1994 412,500 270,000 37,500 51,630
Robert A. Fusco 1996 587,019 240,000 25,000 75,881
Executive Vice President 1995 514,904 300,000 37,500 73,883
and President, Olsten 1994 401,923 270,000 37,500 45,572
Health Services
Richard A. Piske, III 1996 416,827 175,000 23,000 49,305
Executive Vice President 1995 365,835 220,000 30,000 55,469
and President, Olsten 1994 301,539 190,506 22,500 43,675
Staffing Services
Anthony J. Puglisi 1996 294,231 150,000 30,000 36,021
Senior Vice President 1995 260,288 125,000 22,500 33,909
and Chief Financial 1994 213,654 80,000 12,000 24,744
Officer
</TABLE>
7
<PAGE> 11
- ---------------
(1) The number and value of the aggregate restricted (unvested) share holdings
of the Named Officers at December 29, 1996 are as follows:
<TABLE>
<CAPTION>
NUMBER OF VALUE OF
RESTRICTED RESTRICTED
NAME SHARES SHARES
----------------------------------------------------- ------------- ----------
<S> <C> <C>
F. N. Liguori........................................ 11,250 $ 165,938
S. Olsten............................................ 3,600 53,100
R. A. Fusco.......................................... 18,000 265,500
R. A. Piske.......................................... 3,000 44,250
A. J. Puglisi........................................ 3,600 53,100
</TABLE>
(2) Represents profit sharing and matching contributions contributed by the
Company for the Named Officers to the Company's Non-Qualified Retirement
Plan for Selected Management Employees.
(3) Amount reimbursed for payment of taxes.
STOCK OPTIONS
The following table contains information concerning the grant of stock
options to the Named Officers during the Company's last fiscal year.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL
REALIZABLE
INDIVIDUAL GRANTS VALUE AT ASSUMED
---------------------------------------------------------- ANNUAL RATES
NUMBER OF OF STOCK
SECURITIES PERCENT OF TOTAL PRICE APPRECIATION
UNDERLYING OPTIONS GRANTED EXERCISE FOR OPTION TERM(1)
OPTIONS TO EMPLOYEES IN PRICE EXPIRATION -------------------
NAME GRANTED(#)(2) FISCAL YEAR ($/SH) DATE 5% ($) 10% ($)
- --------------------------- ------------- ----------------- --------- ---------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Frank N. Liguori...........
Stuart Olsten.............. 30,000 4.2% $14.125 12/16/06 $266,550 $675,450
Robert A. Fusco............ 25,000 3.5 14.125 12/16/06 222,125 562,875
Richard A. Piske, III...... 23,000 3.2 14.125 12/16/06 204,355 517,845
Anthony J. Puglisi......... 30,000 4.2 14.125 12/16/06 266,550 675,450
</TABLE>
- ---------------
(1) The dollar amounts under these columns are the result of calculations at the
5% and 10% rates set by the Securities and Exchange Commission and are not
intended to forecast possible future appreciation of the Company's stock
price.
(2) The options were granted at an exercise price equal to the fair market value
of the Company's Common Stock on the date of grant. The options have a ten
year term and become exercisable over a four year period in increments of
25% per year beginning with the first anniversary of the date of grant.
8
<PAGE> 12
The following table sets forth information with respect to the Named
Officers concerning the exercise of options during the last fiscal year and
unexercised options held as of the end of that year.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AT FISCAL IN-THE-MONEY OPTIONS
SHARES YEAR END(#) AT FISCAL YEAR END($)
ACQUIRED ON VALUE --------------------------- ---------------------------
NAME EXERCISE(#) REALIZED($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- -------------------------- ----------- ------------ ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Frank N. Liguori..........
Stuart Olsten............. 200 $ 1,079 27,925 76,875 $ 0 $18,750
Robert A. Fusco........... 6,750 32,812 60,750 82,750 0 15,625
Richard A. Piske, III..... 3,375 71,250 35,062 62,188 0 14,375
Anthony J. Puglisi........ 2,250 31,311 12,750 54,000 0 18,750
</TABLE>
RETIREMENT PLAN
The following table shows the estimated annual retirement benefit payable
on a straight life annuity basis at normal retirement date to participants in
the Company's Supplemental Executive Retirement Plan for key employees
designated by the Company ("SERP"), which is a non-contributory, non-qualified
defined benefit plan. Amounts shown include Social Security benefits and the
annuitized value of accumulations of profit sharing contributions made by the
Company on behalf of a participant.
PENSION PLAN TABLE
<TABLE>
<CAPTION>
ANNUAL BENEFITS FOR YEARS OF SERVICE
FINAL FIVE YEAR ---------------------------------------------------
AVERAGE EARNINGS 10 YEARS 15 YEARS 20 YEARS 25 YEARS
- ---------------------------------------------
<S> <C> <C> <C> <C>
$ 150,000................................... $ 36,000 $ 54,000 $ 72,000 $ 90,000
250,000................................... 60,000 90,000 120,000 150,000
350,000................................... 84,000 126,000 168,000 210,000
450,000................................... 108,000 162,000 216,000 270,000
550,000................................... 132,000 198,000 264,000 330,000
650,000................................... 156,000 234,000 312,000 390,000
750,000................................... 180,000 270,000 360,000 450,000
850,000................................... 204,000 306,000 408,000 510,000
950,000................................... 228,000 342,000 456,000 570,000
1,050,000................................... 252,000 378,000 504,000 630,000
1,150,000................................... 276,000 414,000 552,000 690,000
1,250,000................................... 300,000 450,000 600,000 750,000
1,350,000................................... 324,000 486,000 648,000 810,000
1,450,000................................... 348,000 522,000 696,000 870,000
1,550,000................................... 372,000 558,000 744,000 930,000
1,650,000................................... 396,000 594,000 792,000 990,000
</TABLE>
(continued on next page)
9
<PAGE> 13
<TABLE>
<CAPTION>
ANNUAL BENEFITS FOR YEARS OF SERVICE
FINAL FIVE YEAR ---------------------------------------------------
AVERAGE EARNINGS 10 YEARS 15 YEARS 20 YEARS 25 YEARS
- ---------------------------------------------
<S> <C> <C> <C> <C>
$1,750,000................................... $420,000 $630,000 $ 840,000 $1,050,000
1,850,000................................... 444,000 666,000 888,000 1,110,000
1,950,000................................... 468,000 702,000 936,000 1,170,000
2,050,000................................... 492,000 738,000 984,000 1,230,000
2,150,000................................... 516,000 774,000 1,032,000 1,290,000
2,250,000................................... 540,000 810,000 1,080,000 1,350,000
2,350,000................................... 564,000 846,000 1,128,000 1,410,000
2,450,000................................... 588,000 882,000 1,176,000 1,470,000
2,550,000................................... 612,000 918,000 1,224,000 1,530,000
</TABLE>
The SERP benefit objective is to provide a participant who has spent a 25
year career with the Company with retirement income at age 65 equal to 60% of
the average of his or her covered compensation (salary, bonuses and incentive
compensation) over the five years prior to retirement. Proportionately decreased
benefits may be payable at early retirement. The SERP benefit is reduced both by
the value of Social Security benefits and by the annuitized value of
accumulations of profit sharing contributions made on behalf of a participant by
the Company. The current credited years of service for Messrs. Liguori, Olsten,
Fusco, Piske and Puglisi are 25, 21, 11, 16, and 3, respectively.
EMPLOYMENT CONTRACTS, TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL
ARRANGEMENTS
Frank N. Liguori is employed by the Company as Chairman of the Board and
Chief Executive Officer, for a term expiring March 31, 1999, unless otherwise
extended, pursuant to an employment agreement which provides for an initial
annual base salary of $750,000.
The employment agreement provides that if Mr. Liguori's employment is
terminated by the Company for any reason other than for disability or for cause,
or if Mr. Liguori voluntarily terminates his employment within one year after
(A) a Change of Control (defined substantially as occurring on the date any of
the following occurs: (a) any person or persons acting together which would
constitute a "group" for the purposes of Section 13(d) of the Securities
Exchange Act of 1934 (other than the Company, any subsidiary of the Company,
members of the Olsten family and their "permitted transferees") shall
beneficially own, directly or indirectly, at least 25% of the total voting power
of all classes of capital stock of the Company; (b) either (i) certain directors
(or, under certain circumstances, their successors) cease for any reason to
constitute at least a majority of the members of the Company's Board of
Directors or (ii) at a meeting of the Company's shareholders called for the
purpose of electing directors, a majority of the persons nominated by the Board
for election as directors fail to be elected; (c) the Company's shareholders
approve (i) a plan of complete liquidation of the Company, or (ii) an agreement
providing for the merger or consolidation of the Company in which the Company is
not the continuing or surviving corporation or pursuant to which the Company's
Common Stock and Class B Common Stock are converted into cash, securities or
other property, except in certain circumstances; or (d) the Company's
shareholders approve an agreement (or agreements) providing for the sale or
other disposition (in one transaction or a series) of all or substantially all
of the assets of the Company), (B) a substantial change in his responsibilities
or (C) a determination not to renew the employment agreement, Mr. Liguori will
be entitled to receive a cash lump sum equal to (X) his then current base
salary, plus the highest bonus paid to him during the term of the employment
agreement plus the annualized value of benefits provided under the Company's
benefit programs multiplied by (Y) the number of full and partial years in the
period from the date of termination to the twenty-fourth month following the
date
10
<PAGE> 14
on which his employment would otherwise have terminated. The Company may elect
to withhold up to $1 million of such amount for a two-year period after
termination of employment during which Mr. Liguori may not compete with the
Company's businesses, with his right to receive such amount being conditioned
upon his compliance with such restriction.
If Mr. Liguori's employment is terminated by the Company due to disability,
he is entitled to receive, for a period of three years from termination, a
monthly sum equal to 1/12 of his then current base salary (less any benefits
paid under any disability policies maintained by the Company).
Under Mr. Liguori's employment agreement, if any payment to Mr. Liguori
(under the employment agreement or otherwise) is, upon a Change of Control,
subject to the excise tax imposed by Section 4999 of the Internal Revenue Code
of 1986, as amended, Mr. Liguori will be entitled to receive an additional
"gross-up payment" in an amount sufficient to make Mr. Liguori whole for such
excise tax.
The Company has entered into change in control agreements with each of
Messrs. Robert Fusco, Richard Piske and Anthony Puglisi. The agreements are for
a term in effect through August 9, 1997 and are automatically extended for
successive one-year terms thereafter unless the Company provides one-year's
prior notice that it does not wish to extend the term. In addition, if a Change
in Control (defined substantially the same as with respect to Mr. Liguori,
above) occurs during the term of the agreement, the agreement continues in
effect for a period of 36 months beyond the month in which the Change in Control
occurs.
If a Change in Control occurs and the executive's employment is terminated
during the term of the agreement for any reason except termination by the
Company for "cause," termination by the executive other than for "good reason"
or termination because of death, retirement or disability, the executive will
generally be entitled to receive a cash lump sum equal to 2.99 times the average
of the annual compensation payable to the executive by the Company for the five
calendar years preceding the calendar year in which a Change in Control occurs.
In addition, all outstanding stock options granted to the executive will become
fully exercisable and vested, and for the 36 month period after the date of the
executive's termination of employment, the Company will, upon request from the
executive, arrange to provide the executive with health, life, disability and/or
accident benefits substantially similar to those the executive received
immediately prior to the termination unless and until the executive receives
such benefits from a subsequent employer.
In addition, with respect to Messrs. Fusco and Piske (each, a "Grantee"),
pursuant to the Executive Officer Incentive Stock Award to each Grantee in 1995,
which was approved at the 1996 Annual Meeting of Shareholders ("Incentive
Award"), in the event that there is a Change of Control during the 1996 to 1998
measuring period, the cumulative pre-tax profits for the division of each
Grantee will be deemed to be the maximum target level of pre-tax profits and the
Company will immediately issue and grant Grantee the maximum number of shares he
is entitled to receive under the Incentive Award; provided, however, that if the
grant of shares to a Grantee under the Incentive Award (and any payments payable
under any other plan, program, arrangement or agreement maintained by the
Company or an affiliate) would constitute an "excess parachute payment" (as
described in Section 280G of the Code), the number of shares granted to Grantee
will be reduced (by the minimum possible amount) so as not to trigger the golden
parachute provisions of the Code. In the event that there is a Change of Control
after the measuring period expires but before a Grantee has received all of the
shares to which he is entitled under the Incentive Award, the Company will
accelerate the issuance of all shares to the Grantee.
11
<PAGE> 15
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Company has, with the direction and supervision of the Compensation
Committee of the Board of Directors, established and put into practice
compensation policies, plans and programs, whose goals are twofold: to attract
and retain qualified executives and to seek to enhance the Company's
profitability by uniting senior management's interests with those of the
Company's shareholders.
BASE SALARY
Compensation for each of the Named Officers, as well as other senior
executives, consists of a base salary and annual and longer-term incentive
compensation. In the setting of base salaries, consideration is given to salary
surveys and review of salaries paid to senior executives with comparable
qualifications, experience and responsibilities at other companies. Annual and
longer-term incentive compensation is tied to the Company's and the executive's
success in achieving significant financial and non-financial goals.
Each fiscal year, the Committee fixes the base salary of the Chief
Executive Officer and the Vice Chairman and President. Beginning in 1994, the
Chief Executive Officer's base salary cannot be set lower than the minimum base
salary provided for in his employment agreement with the Company. The Chief
Executive Officer recommends the base salaries of the other Named Officers and
the other senior executives for review and approval by the Committee.
INCENTIVE COMPENSATION
In evaluating the performance and setting the incentive compensation of the
Chief Executive Officer and the Vice Chairman and President, the Committee
approved a bonus incentive predicated on the attainment of specific levels of
net income for the Company. The Committee also approved bonus incentives
predicated on the achievement of certain profit targets in setting the incentive
compensation for the Presidents of Olsten Health Services and Olsten Staffing
Services. The Committee also considered the overall performance of these
executives in making the final determination of their bonus incentives. The
Chief Executive Officer recommends the incentive compensation of the Company's
other senior executives, including the other Named Officer, and the Committee
reviews and approves the final compensation for these executives.
STOCK OPTIONS AND GRANTS
At the end of each fiscal year, the Committee considers the desirability of
granting senior executives, including the Named Officers, awards under the
Company's stock plans. In determining the amount and nature of awards under such
plans to be granted to the senior management group, including the Named Officers
other than the Chief Executive Officer and the Vice Chairman and President, the
Committee reviews with the Chief Executive Officer awards recommended by him,
taking into account the respective scope of accountability, strategic and
operational goals, and anticipated performance requirements and contributions of
each member of the senior management group. Following the Committee's previous
approval, shareholders at the Company's 1996 Annual Meeting approved a long-term
incentive award of restricted shares of the Company's Common Stock for the
Presidents of Olsten Health Services and Olsten Staffing Services and another
senior executive based on the attainment of certain levels of cumulative pre-tax
profits in 1996, 1997 and 1998 by the divisions for which such individuals are
responsible, such shares to be granted in 1999, 2000 and 2001. Awards to the
Chief Executive Officer and the Vice Chairman and President are established
separately and are based, among other things, on the Committee's analysis of
their respective past and expected future contributions to the Company's
achievement of its long-term performance goals.
12
<PAGE> 16
CEO COMPENSATION
The Committee maintained the Chief Executive Officer's base salary in 1996
at $1,000,000. Under the Company's Executive Officer Bonus Plan, which was
approved by shareholders at the 1994 Annual Meeting, and based on certain
performance goals previously established, the Chief Executive Officer was
awarded bonus compensation in 1996 of $875,000, which was 87.5% of his current
base salary. Following the Committee's previous approval, shareholders at the
Company's 1996 Annual Meeting approved a performance award for the Chief
Executive Officer of up to 150,000 restricted shares of the Company's Common
Stock based upon the Company's achieving certain net income levels in 1996 and
its two prior fiscal years, 1994 and 1995, such shares to be granted in 1997.
DEDUCTIBILITY OF COMPENSATION
Beginning in 1994, Section 162(m) of the Internal Revenue Code of 1986
generally limits to $1 million per person the Company's federal income tax
deduction for compensation paid in any year to its Chief Executive Officer and
each of its four other highest paid executive officers to the extent such
compensation is not "performance based" within the meaning of Section 162(m).
The Committee will in general seek to qualify compensation paid to such
executive officers for deductibility under Section 162(m) in order to decrease
the after-tax cost of such compensation to the Company, although there may be
circumstances in which it is not possible, or not in the Company's best
interests, to do so.
The foregoing report has been furnished by:
<TABLE>
<S> <C>
Raymond S. Troubh, Chairman
John M. May
Josh S. Weston
</TABLE>
13
<PAGE> 17
SHAREHOLDER RETURN PERFORMANCE GRAPH
Set forth below is a line graph comparing the cumulative total return on
the Company's Common Stock against the cumulative total return of the S&P MidCap
400 Index and a Peer Group Index for the period of five years commencing
December 28, 1991 and ending December 31, 1996.
The Peer Group Index is comprised of the following publicly traded
companies: Kelly Services, Inc.; Manpower Inc.; Robert Half International Inc.;
Staff Builders, Inc.; Uniforce Services, Inc; and Volt Information Sciences,
Inc.
The line graph assumes that $100 was invested on December 28, 1991 in each
of the Company's Common Stock, the S&P MidCap 400 Index and the Peer Group Index
and that all dividends were reinvested. Media General Financial Services
furnished the data for the graph.
<TABLE>
<CAPTION>
MEASUREMENT PERIOD OLSTEN S&P MIDCAP PEER GROUP
(FISCAL YEAR COVERED) CORPORATION 400 INDEX INDEX
<S> <C> <C> <C>
1991 100.00 100.00 100.00
1992 167.32 111.93 129.54
1993 185.82 127.15 136.84
1994 202.36 122.59 191.05
1995 254.12 157.72 219.92
1996 144.89 188.00 275.56
</TABLE>
------------------------
14
<PAGE> 18
PROPOSAL 2
APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has appointed Coopers & Lybrand L.L.P. as auditors
of the Company for the 1997 fiscal year, subject to ratification and approval by
the shareholders. In voting on such ratification and approval, the shares of
Common Stock and Class B Common Stock shall vote together as one class with each
share of Common Stock entitled to one vote and each share of Class B Common
Stock entitled to ten votes.
Coopers & Lybrand L.L.P. has audited the accounts of the Company since
1967. The Company has been advised that a representative of Coopers & Lybrand
L.L.P will be present at the meeting and will have an opportunity to make a
statement and to answer appropriate questions posed by shareholders.
YOUR BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR RATIFICATION
AND APPROVAL OF COOPERS & LYBRAND L.L.P.
PROPOSALS OF SHAREHOLDERS
Proposals of shareholders intended to be presented at the next annual
meeting must be received by the Company by December 1, 1997, for inclusion in
the proxy statement and form of proxy.
GENERAL
A COPY OF THE ANNUAL REPORT ON FORM 10-K FILED BY THE COMPANY WITH THE
SECURITIES AND EXCHANGE COMMISSION FOR ITS LAST FISCAL YEAR IS AVAILABLE WITHOUT
CHARGE TO SHAREHOLDERS UPON WRITTEN REQUEST TO LAURIN L. LADEROUTE, JR.,
SECRETARY, OLSTEN CORPORATION, 175 BROAD HOLLOW ROAD, MELVILLE, NEW YORK
11747-8905.
The cost of solicitation of proxies will be borne by the Company. The Board
of Directors may use the services of individual Directors, as well as officers
and others, to solicit personally or by telephone. Arrangements may also be made
with brokerage houses and other custodians, nominees and fiduciaries to forward
solicitation material to the beneficial owners of the stock held of record by
such persons and the Company may reimburse them for reasonable out-of-pocket
expenses incurred by them in doing so.
The Board of Directors knows of no other matters that may come before the
meeting. If any other matters should be brought before the meeting for action,
it is the intention of the persons named in the proxy to vote in accordance with
their discretion pursuant to authority conferred by the proxy.
By Order of the Board of Directors
LAURIN L. LADEROUTE, JR.
Secretary
Dated: March 31, 1997
Melville, New York
15
<PAGE> 19
[OLSTEN CORPORATION LOGO]
175 Broad Hollow Road
Melville, New York 11747-8905
COMMON STOCK
PROXY
SOLICITED BY THE BOARD OF DIRECTORS
FOR ANNUAL MEETING OF SHAREHOLDERS
OF OLSTEN CORPORATION
The undersigned hereby appoints Frank N. Liguori, Stuart Olsten and
Laurin L. Laderoute, Jr., jointly and severally, proxies, with full power of
substitution to represent the undersigned and vote all shares of Common Stock
of Olsten Corporation (the "Company") which the undersigned is entitled to vote
at the Annual Meeting of Shareholders of the Company to be held at 175 Broad
Hollow Road, Melville, New York on Friday, April 25, 1997 at 9:30 a.m., and at
any adjournments thereof, upon the following matters and upon such other
matters as may properly come before the meeting:
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED BY THE
SHAREHOLDER. IF NO DIRECTION IS GIVEN, SUCH SHARES WILL BE VOTED FOR PROPOSALS
1 AND 2 AND IN ACCORDANCE WITH THE DISCRETION OF THE PROXIES ON ANY OTHER
MATTER THAT MAY PROPERLY COME BEFORE THE MEETING.
CONTINUED, AND TO BE VOTED, SIGNED AND DATED ON THE REVERSE SIDE.
- --------------------------------------------------------------------------------
-FOLD AND DETACH HERE-
<PAGE> 20
IF NO DIRECTION IS GIVEN, THIS PROXY Please mark
WILL BE VOTED FOR PROPOSALS 1 AND 2. your votes as [X]
indicated in
this example
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 1 AND 2.
<TABLE>
<CAPTION>
1. Election of Directors: Nominees to be elected by holders of Common Stock: John M. May, Raymond S. Troubh and
Josh S. Weston
<S> <C> <C>
FOR all nominees WITHHOLD (INSTRUCTION: To withhold authority to vote for any individual nominee, write that
(except as AUTHORITY nominee's name in the space provided below.)
marked) for all nominees
[ ] [ ] ____________________________________________________________________________________
</TABLE>
<TABLE>
<S> <C>
2. Approve Coopers & Lybrand L.L.P. as independent 3. In their discretion, upon such other matters as may
auditors for 1997. properly come before the meeting.
FOR AGAINST ABSTAIN
[ ] [ ] [ ] Please mark, date and sign as your name appears
hereon and return in the enclosed envelope. If acting as
executor, administrator, trustee, etc. please so indicate
when signing. If the signer is a corporation, please sign
the full corporate name by duly authorized officer. If
shares are held jointly, each shareholder should sign. If
a partnership, please sign in partnership name by
authorized person.
Dated:____________________________________________, 1997
________________________________________________________
(Signature)
________________________________________________________
(Signature, if held jointly)
- -----------------------------------------------------------------------------------------------------------------------------------
-FOLD AND DETACH HERE-
</TABLE>
<PAGE> 21
CLASS B COMMON STOCK
[OLSTEN PROXY
CORPORATION SOLICITED BY THE BOARD OF DIRECTORS
LOGO] FOR ANNUAL MEETING OF SHAREHOLDERS
175 Broad Hollow Road OF OLSTEN CORPORATION
Melville, New York 11747-8905
The undersigned hereby appoints Frank N. Liguori, Stuart Olsten and
Laurin L. Laderoute, Jr., jointly and severally, proxies, with full power of
substitution to represent the undersigned and vote all shares of Class B Common
Stock of Olsten Corporation (the "Company") which the undersigned is entitled to
vote at the Annual Meeting of Shareholders of the Company to be held at 175
Broad Hollow Road, Melville, New York on Friday, April 25, 1997 at 9:30 a.m.,
and at any adjournments thereof, upon the following matters and upon such other
matters as may properly come before the meeting:
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED BY THE
SHAREHOLDER. IF NO DIRECTION IS GIVEN, SUCH SHARES WILL BE VOTED FOR PROPOSALS
1 AND 2 AND IN ACCORDANCE WITH THE DISCRETION OF THE PROXIES ON ANY OTHER
MATTER THAT MAY PROPERLY COME BEFORE THE MEETING.
CONTINUED, AND TO BE VOTED, SIGNED AND DATED ON THE REVERSE SIDE.
- --------------------------------------------------------------------------------
-FOLD AND DETACH HERE-
<PAGE> 22
IF NO DIRECTION IS GIVEN, THIS PROXY Please mark
WILL BE VOTED FOR PROPOSALS 1 AND 2. your votes as [X]
indicated in
this example
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 1 AND 2.
<TABLE>
<CAPTION>
1. Election of Directors: Nominees to be elected by holders of Class B Common Stock: Andrew N. Heine, Stuart R.
Levine, Frank N. Liguori, Miriam Olsten, Stuart Olsten and Richard J. Sharoff
<S> <C> <C>
FOR all nominees WITHHOLD (INSTRUCTION: To withhold authority to vote for any individual nominee, write that
(except as AUTHORITY nominee's name in the space provided below.)
marked) for all nominees
[ ] [ ] _____________________________________________________________________________________
</TABLE>
<TABLE>
<S> <C>
2. Approve Coopers & Lybrand L.L.P. as independent 3. In their discretion, upon such other matters as may
auditors for 1997. properly come before the meeting.
FOR AGAINST ABSTAIN
[ ] [ ] [ ] Please mark, date and sign as your name appears
hereon and return in the enclosed envelope. If acting as
executor, administrator, trustee, etc. please so indicate
when signing. If the signer is a corporation, please sign
the full corporate name by duly authorized officer. If
shares are held jointly, each shareholder should sign. If
a partnership, please sign in partnership name by
authorized person.
Dated:____________________________________________, 1997
________________________________________________________
(Signature)
________________________________________________________
(Signature, if held jointly)
- -----------------------------------------------------------------------------------------------------------------------------------
-FOLD AND DETACH HERE-
</TABLE>
