UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Staff Leasing, Inc.
(Name of Issuer)
Shares of Common Stock, ($.01 par value)
(Title of Class of Securities)
0008523811
(CUSIP Number)
with copies to:
Gary Binning John M. Reiss, Esq.
Paribas White & Case LLP
787 Seventh Avenue 1155 Avenue of the Americas
New York, NY 10019 New York, NY 10036
(212) 841-2141 (212) 819-8247
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
March 12, 1999
------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or13d-1(g), check the following box.
(X)
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
<PAGE>
------------
SCHEDULE 13D
- ---------------------------------
CUSIP No. 0008523811
- ---------------------------------
- -------- -----------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Paribas I.R.S. Identification No.
- -------- -----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
( )(a)
(X)(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) ( )
- -------- -----------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Republic of France
- ----------------------------------- ------- ------------------------------------
NUMBER OF SHARES BENEFICIALLY 7 SOLE VOTING POWER
OWNED BY EACH REPORTING PERSON 0*
WITH
------- ------------------------------------
8 SHARED VOTING POWER
0
------- ------------------------------------
9 SOLE DISPOSITIVE POWER
0*
------- ------------------------------------
10 SHARED DISPOSITIVE POWER
0
- -------- -----------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0*
- -------- -----------------------------------------------------------------------
12 CHECK 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
- -------- -----------------------------------------------------------------------
______________________
* Paribas may be deemed to be the beneficial owner of the Common Stock of
Staff Leasing, Inc. reported herein through its direct ownership of Paribas
North America, Inc. and its indirect ownership of Paribas Principal, Inc.
Such shares of Staff Leasing, Inc. are not included above so as to avoid
double counting.
<PAGE>
- -------- -----------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Paribas North America, Inc. I.R.S. Identification No.
- -------- -----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
( )(a)
(X)(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) ( )
- -------- -----------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
- ----------------------------------- ------- ------------------------------------
NUMBER OF SHARES BENEFICIALLY 7 SOLE VOTING POWER
OWNED BY EACH REPORTING PERSON 425,000*
WITH
------- ------------------------------------
8 SHARED VOTING POWER
0
------- ------------------------------------
9 SOLE DISPOSITIVE POWER
425,000*
------- ------------------------------------
10 SHARED DISPOSITIVE POWER
0
- -------- -----------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
425,000*
- -------- -----------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES ( )
- -------- -----------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.9
- -------- -----------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
Co
- -------- -----------------------------------------------------------------------
______________________
* Paribas North America, Inc. may be deemed to be the beneficial owner of the
Common Stock of Staff Leasing, Inc. reported herein by Paribas Principal,
Inc. through its ownership of Paribas Principal, Inc. Such shares of Staff
Leasing, Inc. are not included above so as to avoid double counting.
<PAGE>
- -------- -----------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Paribas Principal Incorporated I.R.S. Identification No. 133529118
- -------- -----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
( )(a)
(X)(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) ( )
- -------- -----------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of New York
- ----------------------------------- ------- ------------------------------------
NUMBER OF SHARES BENEFICIALLY 7 SOLE VOTING POWER
OWNED BY EACH REPORTING PERSON 2,321,891
WITH
------- ------------------------------------
8 SHARED VOTING POWER
0
------- ------------------------------------
9 SOLE DISPOSITIVE POWER
2,321,891
------- ------------------------------------
10 SHARED DISPOSITIVE POWER
0
- -------- -----------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,321,891
- -------- -----------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES ( )
- -------- -----------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.9
- -------- -----------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
Co
- -------- -----------------------------------------------------------------------
<PAGE>
Item 1. Security and Issuer.
This statement on Schedule 13D (this "Statement") relates to the
common stock, $.01 par value per share (the "Common Stock"), of Staff Leasing,
Inc., a Florida corporation (the "Company"). The principal executive offices of
the Company are located at 600 301 Boulevard West, Bradenton, FL 34205.
Item 2. Identity and Background.
This Statement is being filed by (i) Paribas Principal Incorporated
("PPI"), a corporation organized under New York law, (ii) Paribas North America,
Inc. ("PNA"), a corporation organized under Delaware law and (iii) Paribas, a
banking organization established under the laws of the Republic of France which
engages in activities and maintains holdings in a number of jurisdictions. PPI,
PNA and Paribas are hereinafter sometimes collectively referred to as the
"Reporting Persons."
PPI is a wholly-owned subsidiary of PNA which in turn is a
wholly-owned subsidiary of Paribas. PPI is a Small Business Investment Company
licensed by the U.S. Small Business Administration through which Paribas holds
investments in qualifying small businesses. The address of PPI's principal place
of business is 787 Seventh Avenue, New York, New York 10019.
PNA is a holding company through which Paribas holds investments in
the United States. The address of PNA's principal place of business is 787
Seventh Avenue, New York, New York 10019.
Paribas engages in banking and financial services world-wide. In
addition, Paribas holds operating subsidiaries that engage in a wide variety of
financial services, manufacturing, trading development and related activities.
The principal office address of Paribas is 3, rue d'Antin, 75002 Paris, France.
The attached Schedule I is a list of the executive officers and
directors of PPI, PNA and 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.
During the last five years, neither PPI, PNA, Paribas nor, to the best
of PPI's, PNA's or 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 3. Source and Amount of Funds or Other Consideration.
The purchase price for the shares of Common Stock currently
beneficially owned by each of PPI and PNA was funded from each of PPI's and
PNA's working capital.
This Statement does not report an acquisition of any shares of Common
Stock, but rather is filed pursuant to Rule 13d-1(e) promulgated under the
Exchange Act to report the Filing Persons' proposals regarding certain potential
transactions involving the Company, as described in more detail below.
Item 4. Purpose of Transaction.
Each of the Reporting Persons originally acquired the shares of Common
Stock beneficially owned by such person for investment purposes.
In the ordinary course of the Reporting Persons' businesses, the
Reporting Persons from time to time review their investments and consider
possible strategies for enhancing value. As part of their ongoing review of
their investment in the Common Stock, representatives of PPI met with the Chief
Executive Officer of the Company on March 12, 1999, to discuss the financial
condition and prospects of the Company. During the course of the conversation,
PPI indicated that PPI would be interested in exploring with the Company a
transaction whereby a company, in which PPI has a substantial investment, would
enter into a business combination transaction with the Company.
On March 17, 1999, PPI sent a letter to the Company (the "Proposal
Letter") (attached hereto as Exhibit 1) pursuant to which PPI made a non-binding
proposal to acquire the Company through Transport Labor Contract/Leasing, Inc.
(the "Purchaser"), a company operating in the staff leasing industry in which
PPI has a substantial equity interest. The Proposal Letter provided that the
Company's existing stockholders would receive $17.50 per share in cash for their
shares of Common Stock, provided, that certain current strategic stockholders
would be given the opportunity to exchange their equity interests in the Company
for equity interests in the surviving entity in the merger (the "Proposed
Transaction"). In connection with the Proposed Transaction, the Common Stock
would be delisted from Nasdaq and would be deregistered under the Exchange Act.
As set forth in the Proposal Letter, the Proposal Letter does not
constitute a binding offer and any agreement would be subject to a number of
customary conditions. In particular, the proposal is conditioned upon the
approval of the Board of Directors of each of the Purchaser and the Company, the
obtaining of financing and satisfactory completion of due diligence by the
Purchaser. In the Proposal Letter, PPI requested that the Company inform PPI by
March 19 as to when PPI can commence due diligence. No assurances can be given
as to whether PPI will make an offer for the Company, if an offer is made what
the terms and conditions of such offer would be, whether the Company will accept
such offer or if the offer is accepted whether a transaction will be
consummated. The Reporting Persons expect to evaluate on an ongoing basis the
Company's financial condition, business, operations and prospects, market price
of the Common Stock, conditions in securities markets generally, general
economic and industry conditions and other factors. The Reporting Persons
reserve the right to change their plans and intentions at any time, as they deem
appropriate and may or may not submit a revised proposal or withdraw the
proposal. In particular, the Reporting Persons may at any time and from time to
time acquire additional shares of Common Stock or securities convertible or
exchangeable for Common Stock; dispose of shares of Common Stock; or exercise
warrants for shares of Common Stock. Any such transactions may be effected at
any time and from time to time, subject to any applicable limitations of the
Securities Act of 1933, as amended (the "Securities Act"), and the Exchange Act.
Except as disclosed in this Item 4, none of the Reporting Persons has
any current plans or proposals which relate to or would result in:
(a) The acquisition by any person of additional securities of the
Company, or the disposition of securities of the Company;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the Company
or any of its subsidiaries;
(d) Any change in the present board of directors or management of the
Company, including any plan or proposals to change the number or term of
directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend
policy of the Company;
(f) Any other material change in the Company's business or corporate
structure;
(g) Changes in the Company's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Company by any person;
(h) Causing a class of securities of the Company to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(i) A class of equity securities of the Company becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or
(j) Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
Set forth in the table below is the number and percentage of shares of
Common Stock beneficially owned by each Reporting Person as of March 12, 1999.
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 Aggregate Number of Percentage of
with Sole Voting and with Shared Voting Shares Beneficially Class Beneficially
Name Dispositive Power (1) and Dispositive Power Owned Owned (2)
- ------------------------- --------------------- --------------------- ------------------- ------------------
<S> <C> <C> <C> <C>
Reporting Persons (3) 2,746,891 0 2,746,891 11.7%
PPI (4) 2,321,891 0 2,321,891 9.9%
PNA (5) 425,000 0 425,000 1.9%
Paribas (6) 0 0 0 0%
- ---------------
(1) Pursuant to Rule 13d-3 under the Exchange Act, a person is deemed to be
a "beneficial owner" of a security if that person has or shares "voting
power" (which includes the power to vote or to direct the voting of
such security) or "investment power" (which includes the power to
dispose or to direct the disposition of such security). A person is
also deemed to be a beneficial owner of any security of which that
person has a right to acquire beneficial ownership (such as by exercise
of options or 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 be 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 22,471,067 shares of Common Stock outstanding as of October 31,
1998, 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
be considered the beneficial owner of the shares reported by PPI herein
through its ownership of PPI. Such shares are not included in the table
so as to avoid double counting.
(6) Paribas may be considered the beneficial owner of the shares reported
by PPI and PNA herein through its ownership of PNA. Such shares are not
included in the table so as to avoid double counting.
</TABLE>
Item 6. Contracts, Arrangements, Understandings or Relationships with respect to
Securities of the Issuer.
Common Stock Purchase Warrant. The Company has granted PPI a Common
Stock Purchase Warrant, dated as of June 9, 1998 (the "Purchase Warrant").
The Purchase Warrant provides PPI the right to purchase 998,370 shares
of Common Stock of the Company, $0.01 par value per share, at an exercise price
of $7.24 per share. The Purchase Warrant is currently exercisable by PPI until
it expires on March 31, 2001.
The Purchase Warrant has certain anti-dilution protections and
transfer restrictions more fully described in Articles II and III of the
Purchase Warrant which are hereby incorporated by reference.
PPI is party to a Registration Rights Agreement dated April 26, 1996
with the Company (as successor in interest to Staff Capital L.P.), (the
"Registration Rights Agreement"). Pursuant to the Registration Rights Agreement,
Paribas, PPI and their respective affiliates (the "Paribas Holders") have the
right to request on two occasions that the Company, at the Company's expense,
register pursuant to the Securities Act, certain shares of Common Stock held by
the Paribas Holders. The Paribas Holders also have the right, subject to certain
limitations, to request that the Company, at the Company's expense, include
certain shares of Common Stock in a registration undertaken by the Company. All
requests for registration are subject to certain other customary terms and
conditions.
The foregoing description of each of the Purchase Warrant and
Registration Rights Agreement is qualified in its entirety by the provisions of
each such document, forms of which are attached hereto as exhibits.
Item 7. Material to Be Filed as Exhibits.
The following exhibits are filed with this statement:
1. Proposal Letter, dated March 17, 1999, from PPI to the Company.
2. Form of Purchase Warrant issued by the Company to PPI.
3. Registration Rights Agreement, dated April 26, 1996 between PPI,
the Company (as successor in interest to Staff Capital, L.P.) and
the other parties set forth therein.
4. Joint Filing Agreement, dated March 18, 1999 among the Reporting
Persons.
<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.
Dated: March 19, 1999
PARIBAS
By: /s/ Gary A. Binning
---------------------------------
Name: Gary A. Binning
Title: Managing Director
PARIBAS NORTH AMERICA, INC
By: /s/ John G. Martinez
---------------------------------
Name: John G. Martinez
Title: Financial Controller
PARIBAS PRINCIPAL, INC
By: /s/ Gary A. Binning
---------------------------------
Name: Gary A. Binning
Title: Director
<PAGE>
Schedule I
The following tables set forth for the directors and executive
officers of PPI, Paribas and PNA (i) the name and citizenship of each such
person; (ii) the present principal occupation or employment of each such person;
and (iii) the name, principal business and address of any business corporation
or other organization in which such occupation or employment is conducted.
<TABLE>
<CAPTION>
A.
Executive Officers and Directors of PPI
Present principal occupation or
Name/Position employment and name and business
Name/Position Citizenship address of employer
<S> <C> <C>
M. Steven Alexander/ United States Managing Director of Paribas,
Director and President of New York Branch
PPI 787 Seventh Avenue
New York, New York 10019
Philippe Blavier/ United States and Global Head of Corporate Banking of
Director of PPI French Paribas, 3 rue d'Antin 75002 Paris,
France
Jeffrey Youle/ United States Managing Director of Paribas,
Director and Secretary of PPI New York Branch
787 Seventh Avenue
New York, New York 10019
Everett Schenk/ United States Managing Director of Paribas,
Director of PPI New York Branch
787 Seventh Avenue
New York, New York 10019
Herve Couffin/ French Member of the Executive
Director of PPI Committee of Paribas
Affaires Industrielles, 3 rue
d'Antin 75002 Paris, France
Gary Binning/ United States Managing Director of Paribas,
Director of PPI New York Branch
787 Seventh Avenue
New York, New York 10019
Stephen Eisenstein/ United States Managing Director of Paribas,
Director of PPI New York Branch
787 Seventh Avenue
New York, New York 10019
Donna Kiernan/ United States Chief Financial Officer of Paribas,
Chief Financial Officer of PPI New York Branch
787 Seventh Avenue
New York, New York 10019
</TABLE>
<PAGE>
B.
Executive Officers and Directors of
Paribas
Except as otherwise noted, the address of each such person in
this Part C is 3, rue d'Antin, 75002 Paris, France.
<TABLE>
<CAPTION>
Present Principal occupation or
employment and name and business
Name/Position Citizenship address of employer
<S> <C> <C>
Michel Francois-Poncet/ French President of Supervisory Board of
President of Supervisory PARIBAS
Board
Evan Baird/Member of United Kingdom President
Supervisory Board SCHLUMBERGER
42, rue Saint Dominique
75007 Paris, France
Claude Bebear/Member of French President
Supervisory Board AXA
21/23, avenue de Matignon
75008 Paris, France
Paul Desmarais/ Member Canadian President
of Supervisory Board Power Corporation of Canada
751 Victoria Square
Montreal, Quebec Canada
Jean Gandois/Member of French President
Supervisory Board Cockerill Sambre
4 Rue Quentin Bauchart
75008 Paris, France
Antoine Jeancourt- French President
Galignani/Member of ASSURANCES GENERALE
Supervisory Board DE FRANCE
87, rue de Richelieu
75002 Paris, France
Thierry Desmarest/ French President
Member of Supervisory COMPAGNIE FRANCAISE
Board DES PETROLES TOTAL
Tour Total
24, Cours Michelet
92080 Puteaux, France
Andre Levy-Lang/ French President of Board of
President of Board of Management of
Management PARIBAS
Philippe Dulac/ French Member of Board of
Member of Board of Management of
Management PARIBAS
Christian Manset/ French Member of the Supervisory Board of
Member of Supervisory PARIBAS
Board
Colette Neuville/ Member French Representative of the Minority
of Supervisory Board Shareholders Association
4, rue Montescot
28000 Chartres, France
Dennis Kessler/Member of French Directeur General
Supervisory Board AXA
21/23, Avenue de Matignon
75008 Paris, France
Serge Tchuruk/Member of French Alcatel Alsthom
Supervisory Board 33, rue Emeriau
75015 Paris, France
Amaury-Daniel de Seze/ French Member of Board of
Member of Board of Management of PARIBAS
Management
Antonio Borges/ Portuguese Dean of INSEAD Business School,
Member of the Boulvard de Constance
Supervisory Board 77305 Fountainbleau Cedex
Philippe Degeilh/ French Member of the Supervisory Board of
Member of the Paribas
Supervisory Board
Paul-Louis Halley/ French Chairman
Member of the Promodes
Supervisory Board 123 rue Jules Guesde
12300 Levallois-Perret
Alexandre Lamfalussy/ Belgian President
Member of the Insitute of European Studies
Supervisory Board Place des Doyeus
1348 Louvairre, Neuve
Belgium
Jean Clamon/ French Member of the Board of Management of
Member of the Board of Paribas
Management
Virin Moulin/ French Member of the Supervisory Board of
Member of the Paribas
Supervisory Board
Pierre Nourrit/ French Member of the Supervisory Board of
Member of the Paribas
Supervisory Board
Pierre Scohier/ Belgian President
Member of the Compagnie Belge de
Supervisory Board Particiaptions/Paribas
World Trade Center I, 162,
Boulevard Emille Jacqmain,
Boite postale 56 1210,
Bruxelles
Ernest Antoine Seilliere/ French President
Member of the MEDEF
Supervisory Board President of the Supervisory Board
of CAP GEMINI
Chairman of MARINE WENDEL
Chairman of CGIP
Daniel Bouton/
Member of the French President
Supervisory Board Societe Generale
President of Societe Generale
Tour Societe Generale
17, Cours Valmy
92972 Paris - La Defence 7 Valmy
Dominique Hoenn/ French Member of the Board of Management of
Member of the Board of Paribas
Management
Robert de Metz/ French Member of the Board of Management of
Member of the Board of Paribas
Management
Bernard Muller/ Member French Member of the Board of Management of
of the Board of Paribas
Management
</TABLE>
<PAGE>
C.
Executive Officers and Directors of
Paribas North America
Except as otherwise noted, the address of each such person in
this Part C is 787 Seventh Avenue, New York, New York 10019.
<TABLE>
<CAPTION>
Present Principal occupation or
employment and name and business
Name/Position Citizenship address of employer
<S> <C> <C>
Dominique Hoenn/ Director French Member of the Board of Management of
of PNA Paribas, 3, rue d'Antin, 75002 Paris,
France
Bernard Allorent/ Director French Paribas, 3, rue d'Antin, 75002 Paris,
of PNA France
Philippe Blavier/ United States and Global Head of Corporate Banking of
Director of PNA French Paribas, 3 rue d'Antin 75002 Paris,
France
David Brunner/ United States
Director of PNA
Alain Louvel/ French Paribas, 3 rue d'Antin, 75002 Paris,
Director PNA France
Christian Manset/Member of French Member of Board of Management
Board of Management COMPAGNIE FINANCIERE
DE PARIBAS
Victor Maruri/
Director of PNA
Amaury-Daniel de Seze/ French Member of Board of Management
Director of PNA PARIBAS
3, rue d'Antin
Paris France
Everett Schenk/ United States Managing Director of Paribas,
Director of PNA New York Branch
787 Seventh Avenue
New York, New York 10019
Geroge T. Deason/ United States Vice President, Secretary and General
Vice President, Secretary Counsel of PNA
and General Counsel of PNA
Donna Kiernan/ Chief United States Chief Financial Officer of PNA
Financial Officer of PNA
</TABLE>
<PAGE>
EXHIBIT INDEX
Exhibit No.
1. Proposal Letter, dated March 17, 1999, from PPI to the Company.
2. Form of Purchase Warrant issued by the Company to PPI.
3. Registration Rights Agreement, dated April 26, 1996 between PPI, the
Company (as successor in interest to Staff Capital, L.P.) and the
other parties set forth therein.
4. Joint Filing Agreement, dated March 18, 1999 among the Reporting
Persons.
March 17, 1999
Staff Leasing, Inc.
600 301 Boulevard West, Suite 202
Bradenton, Florida 34205
Attn: Charles S. Craig
Chairman
Gentlemen:
We would like to propose to you an acquisition of Staff Leasing Inc. (the
"Company") by Paribas Principal Partners ("PPP") through Transport Labor
Contract/Leasing, Inc., a company operating in the staff leasing industry in
which PPP has a substantial equity interest (the "Purchaser"). The transaction
would be effected by a merger in which the Company's existing stockholders would
receive $17.50 in cash for each share of outstanding Company common stock.
Certain strategic shareholders and their related parties would be given the
opportunity to exchange their equity interests in the Company for equity
interests in the surviving corporation in the merger. This, of course, would be
done on a tax-free basis. We believe the acquisition can be structured so that
the Company is the surviving corporation in the merger and the only goodwill
which would be recognized would arise from the deemed acquisition of the
Purchaser.
We believe our proposal presents an extremely attractive opportunity for
the Company's stockholders, who would receive a premium of approximately 70%
over today's closing market price. We are highly confident of our ability to
obtain the necessary financing to effect the merger and are currently in
discussions with a major financial institution to obtain $250 million of
financing. Moreover, if necessary, PPP would be willing to provide additional
equity to the transaction if more stockholders than expected determine to
receive cash for their shares.
We are a long time and supportive stockholder of the Company, we know the
Company very well and we believe we could quickly consummate a transaction which
would be in the best interests of the Company, its stockholders, employees,
clients and the community in which the Company operates. It is our intention
that the Company would continue to operate under its current management, at its
present location and under its present name. The continuation of your management
team and other employees is important to us. Therefore, we are prepared to work
with you to ensure that they are properly motivated to continue with the
Company.
We are providing you with this letter to express our sincere desire to work
together with you to reach agreement on a transaction that can be presented to
the Company's stockholders as the joint effort of the Purchaser and the
Company's Board of Directors.
Our proposal visualizes the negotiation and execution of a mutually
acceptable definitive merger agreement, the operation of the Company in the
ordinary course of business and the maintenance of the Company's existing cash
pool.
We hope that you and your Board of Directors will view this proposal as we
do - a unique opportunity for the Company's stockholders to realize full value
for their shares in a transaction that can quickly be consummated. We are
prepared to meet with the Board of Directors of the Company and its advisors to
answer any questions that the Board may have about our proposal and to proceed
expeditiously to negotiate a definitive merger agreement with the Company.
As you can appreciate, this letter is only a proposal and does not
constitute a legally binding offer or agreement. Any such agreement would
require completion of due diligence satisfactory to the Purchaser, execution of
a mutually agreeable definitive agreement and approval of the Company's Board of
Directors and the Board of Directors of the Purchaser. Because of our long-time
familiarity with the Company, we believe that we could complete our due
diligence (and our financing source could complete their's) and negotiate
definitive agreements within 21 days. We are prepared to execute a customary
confidentiality agreement and commence our due diligence immediately. Please
inform us by the close of business on March 19 as to when we can commence our
due diligence.
As you know, PPP and certain of its affiliates have previously filed a
Schedule 13G with the Securities and Exchange Commission. Our lawyers have
advised us that we must file a Schedule 13D with the Securities and Exchange
Commission by March 22, 1999. They have also advised us that the filing will be
required to include a copy of this letter.
We are highly enthusiastic about the prospects of the transaction outlined
above.
Sincerely,
/s/ Gary A. Binning
-------------------
THIS WARRANT AND ANY SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE OF THIS
WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
AND NEITHER THIS WARRANT NOR ANY SUCH SHARES MAY BE TRANSFERRED IN THE ABSENCE
OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT.
FORM OF WARRANT
To Purchase Common Stock of
STAFF LEASING, INC.,
a Florida corporation
THIS IS TO CERTIFY that Paribas Principal Incorporated, a corporation,
having its principal place of business at Equitable Tower, 787 7th Avenue, New
York, New York 10019, or its registered assigns, is entitled upon the due
exercise hereof at any time during the Exercise Period (as hereinafter defined)
to purchase _______ shares of Common Stock, $.01 par value, of Staff Leasing,
Inc., a Florida corporation (the "Company"), at an exercise price of $____ per
share (the "Exercise Price"), as such price may be adjusted pursuant to Article
IV, and to exercise the other rights, powers and privileges hereinafter
provided, all on the terms and subject to the conditions set forth herein. The
foregoing Exercise Price and number of shares of Common Stock purchasable
hereunder are subject to adjustment as hereinafter set forth.
ARTICLE I
DEFINITIONS
The terms defined in this Article I, whenever used in this Warrant, shall
have the following respective meanings:
"Adjustment Transaction" means any of (i) the declaration of a
dividend upon, or distribution in respect of, any of the Company's capital
stock, payable in Common Stock, Convertible Securities or Stock Purchase Rights,
(ii) the subdivision or combination by the Company of its outstanding Common
Stock into a larger or smaller number of shares of Common Stock, as the case may
be, (iii) any capital reorganization or reclassification of the capital stock of
the Company, (iv) the consolidation or merger of the Company with or into
another corporation, (v) the sale or transfer of the property of the Company as
(or substantially as) an entirety, or (vi) any event as to which, in the opinion
of the Company's Board of Directors, acting in its sole discretion, the
foregoing clauses are not strictly applicable but the failure to make an
adjustment in the Exercise Price hereunder would not fairly protect the purchase
rights, without dilution, represented by this Warrant.
"Affiliate" means, when used with respect to a specified Person, any
other Person directly or indirectly controlling, controlled by, or under direct
or indirect Common Control with the specified Person. For purposes of this
definition, "Control" when used with respect to any Person includes, without
limitation, the direct or indirect beneficial ownership of more than ten percent
(10%) of the outstanding voting securities or voting equity of such Person or
the power to direct or cause the direction of the management and policies of
such Person whether by contract or otherwise.
"Assignment" means the form of Assignment set forth on Exhibit 1-A.
"Closing Date" means ____________.
"Commission" means the Securities and Exchange Commission or another
Federal agency from time to time administering the Securities Act.
"Common Stock" means the Common Stock of the Company, $.01 par value.
"Company" has the meaning set forth on the cover page of this Warrant
and shall include any successor corporation.
"Convertible Securities" means evidences of indebtedness, shares of
stock or other securities which are convertible into or exchangeable for, with
or without payment of additional consideration, additional shares of Common
Stock, either immediately or upon the arrival of a specified date or the
happening of a specified event.
"Current Market Price" as to any security on any date specified herein
means the average of the daily closing prices for the thirty (30) consecutive
trading days before such date excluding any trades which are not bona fide arm's
length transactions. The closing price for each day shall be (i) the mean
between the closing high bid and low asked quotations of any such security in
the over-the-counter market as shown by the National Association of Securities
Dealers, Inc., Automated Quotation System, or any similar system of automated
dissemination of quotations of securities prices then in common use, if so
quoted, as reported by any member firm of the New York Stock Exchange selected
by the Company, (ii) if not quoted as described in clause (i), the mean between
the high bid and low asked quotations for any such security as reported by the
National Quotation Bureau Incorporated or any similar successor organization, as
reported by any member firm of the New York Stock Exchange selected by the
Company, or (iii) if any such security is listed or admitted for trading on any
national securities exchange, the last sale price of any such security, or the
mean of the closing bid and asked prices thereof if no such sale occurred, in
each case as officially reported on the principal securities exchange on which
any such security is listed. If any such security is quoted on a national
securities or central market system in lieu of a market or quotation system
described above, the closing price shall be determined in the manner set forth
in clause (i) of the preceding sentence if bid and asked quotations are reported
but actual transactions are not, and in the manner set forth in clause (iii) of
the preceding sentence if actual transactions are reported.
"Exercise Period" means the period commencing on the Closing Date and
terminating on ______________.
"Initial Holder" means The Person whose name is set forth on the cover
page of this Warrant as the initial holder of this Warrant.
"Issuable Warrant Shares" means the number of shares of Common Stock
issuable from time to time upon exercise of this Warrant.
"Issued Warrant Shares" means (a) the cumulative total of the shares
of Common Stock issued from time to time upon exercise of this Warrant, plus (b)
any shares of Common Stock issued as a stock dividend with respect to such
shares or as part of a stock split affecting such shares.
"Notice of Exercise" means the form of Notice of Exercise set forth on
Exhibit 1-B.
"Opinion of Counsel" means an opinion of counsel experienced in
Securities Act matters, chosen by the holder of this Warrant or the holder of
Issued Warrant Shares, which counsel may be counsel to such holder, which is
reasonably satisfactory to the Company.
"Payment Shares" has the meaning set forth in Section 2.2 of the
definition of "Permitted Payment Methods".
"Permitted Payment Methods" means either of (i) wire transfer of
immediately available funds to an account in a commercial bank located in the
United States designated by the payee for such purpose; (ii) delivery of a
certified or official commercial bank check; (iii) delivery of shares of Common
Stock (duly endorsed for transfer to the Company or accompanied by duly executed
blank stock powers) having an aggregate Current Market Price equal to the
aggregate Exercise Price for all shares of Common Stock to be purchased pursuant
to this Warrant and such Notice of Exercise; or (iv) directing the Company in
writing to withhold from the number of shares of Common Stock to be purchased
pursuant to this Warrant and such Notice of Exercise shares of Common Stock
having such aggregate Current Market Price.
"Person" means an individual, corporation, partnership, limited
liability company, trust, or unincorporated organization, or a government or any
agency or political subdivision thereof.
"Rule 144" shall have the meaning set forth in Section 5.5 hereof.
"Securities Act" means the Securities Act of 1933, as amended, or any
successor Federal statute, and the rules and regulations of the Commission
promulgated thereunder, all as the same shall be in effect from time to time.
"Stock Purchase Rights" means any warrants, options or other rights to
subscribe for, purchase or otherwise acquire any shares of Common Stock or any
Convertible Securities.
"Warrant" means this Warrant dated as of _____________ issued to the
Initial Holder and all warrants issued upon the partial exercise, transfer or
division of, or in substitution for, any warrant.
"Warrant Shares" means the Issuable Warrant Shares plus the Issued
Warrant Shares.
Whenever used in this Warrant, any noun or pronoun shall be deemed to
include both the singular and plural and to cover all genders, and the words
"herein," "hereof," and "hereunder" and words of similar import shall refer to
this instrument as a whole, including any amendments hereto. Unless specified
otherwise, all Article, Section and Exhibit references shall be to the Articles,
Sections and Exhibits of or to this Warrant.
ARTICLE II
EXERCISE OF WARRANT
2.1 Right to Exercise. On the terms and subject to the conditions of
this Article II, the holder hereof shall have the right, at its option, to
exercise this Warrant in whole or in part at any time during the Exercise
Period.
2.2 Manner of Exercise; Issuance of Common Stock. To exercise this
Warrant, the holder hereof shall deliver to the Company (a) a Notice of Exercise
duly executed by such holder, (b) an amount equal to the aggregate Exercise
Price for all shares of Common Stock to be purchased pursuant to this Warrant
and such Notice of Exercise, and (c) this Warrant. At the option of such holder,
payment of the Exercise Price may be made by any of the Permitted Payment
Methods. The Company shall pay any and all documentary stamp or similar issue
taxes payable in respect of the issue of the Warrant Shares.
Upon receipt of the required deliveries, the Company shall, as
promptly as practicable but in any event within five Business Days thereafter,
cause to be issued and delivered to the holder hereof (or its nominee) or,
subject to Article V, the transferee designated in the Notice of Exercise, a
certificate or certificates representing shares of Common Stock equal to the
aggregate number of shares of Common Stock specified in the Notice of Exercise.
Such certificate or certificates shall be registered in the name of the holder
hereof (or its nominee) or in the name of such transferee, as the case may be.
2.3 Effectiveness of Exercise. Unless otherwise requested by the
holder hereof, this Warrant shall be deemed to have been exercised and such
certificate or certificates shall be deemed to have been issued, and the holder
or transferee so designated in the Notice of Exercise shall be deemed to have
become the holder of record of such shares for all purposes, as of the close of
business on the date on which each of the Notice of Exercise, payment of the
Exercise Price and this Warrant are received by the Company.
2.4 Fractional Shares. The Company shall not issue fractional shares
of Common Stock upon any exercise of this Warrant.
2.5 Continued Validity. A holder of shares of Common Stock issued upon
the exercise of this Warrant shall continue to be entitled to all rights to
which a holder of this Warrant is entitled pursuant to the provisions hereof
except such rights as by their terms apply solely to the holder of a Warrant.
The Company agrees and acknowledges that each such holder of shares of Common
Stock shall be and is hereby deemed to be a third party beneficiary of this
Warrant.
ARTICLE III
REGISTRATION, TRANSFER AND EXCHANGE
The Company shall keep at its principal office an open register in
which it shall provide for the registration, transfer and exchange of this
Warrant. The holder hereof and the Company shall take such actions as may be
necessary from time to time (or as may be reasonably requested by the other
party) to effect the proper registration of this Warrant or portions hereof in
connection with any transfer or exchange of this Warrant or portions hereof. All
Warrants issued upon any registration of transfer or exchange of Warrants shall
be the valid obligations of the Company, evidencing the same rights, and
entitled to the same benefits, as the Warrants surrendered upon such
registration of transfer or exchange.
Upon the Company's receipt of evidence reasonably satisfactory to the
Company of the loss, theft, destruction or mutilation of this Warrant, and, in
the case of any such loss, theft or destruction, upon the Company's receipt of
adequate security in the form of a lost security indemnity letter from holder,
or other security reasonably satisfactory to the Company or, in the case of any
such mutilation, upon the surrender of such Warrant, the Company will execute
and deliver, in lieu thereof, a new Warrant. The Company and any agent of the
Company may treat the Person in whose name this Warrant is registered on the
register kept at the principal office of the Company as the owner and holder
thereof for all purposes.
ARTICLE IV
ADJUSTMENT OF EXERCISE PRICE
4.1 General Statements of Intent. If any Adjustment Transaction shall
occur, the Exercise Price shall be adjusted by the Company so as to fairly
preserve, without dilution, the purchase rights represented by this Warrant in
accordance with the essential intent and purposes hereof. If the holder of this
Warrant disputes the adjustment of the Exercise Price made by the Company and
the parties cannot otherwise resolve the dispute promptly and in good faith,
then the Company shall appoint a firm of independent public accountants of
recognized national standing (which may be the regular auditors of the Company),
which shall give their opinion as to the adjustment, if any, to be made to the
Exercise Price as the result of the relevant Adjustment Transaction. Upon
receipt of such opinion, the Company shall promptly mail a copy thereof to the
holder of this Warrant and shall make the adjustment described therein.
Anything herein to the contrary notwithstanding, the Company shall not
be required to make any adjustment of the Exercise Price in the case of the
issuance of shares of Common Stock upon the exercise of this Warrant.
In case the Company after the date hereof shall propose to (i) pay any
dividend payable in stock to the holders of shares of Common Stock or to make
any other distribution to the holders of shares of Common Stock, (ii) offer to
the holders of shares of Common Stock rights to subscribe for or purchase any
additional shares of any class of stock or any other rights or options or (iii)
effect any reclassification of the Common Stock (other than a reclassification
involving merely the subdivision or combination of outstanding shares of Common
Stock), or any capital reorganization or any consolidation or merger (other than
a merger in which no distribution of securities or other property is to be made
to holders of shares of Common Stock), or any sale, transfer or other
disposition of its property, assets and business as an entirety or substantially
as an entirety, or the liquidation, dissolution or winding up of the Company,
then, in each such case, the Company shall mail to the holder of this Warrant
notice of such proposed action, which shall specify the date on which the stock
transfer books of the Company shall close, or a record shall be taken, for
determining the holders of Common Stock entitled to receive such stock dividends
or other distribution or such rights or options, or the date on which such
reclassification, reorganization, consolidation, merger, sale, transfer, other
disposition, liquidation, dissolution or winding up shall take place or
commence, as the case may be, and the date as of which it is expected that
holders of Common Stock of record shall be entitled to receive securities or
other property deliverable upon such action, if any such date is to be fixed.
Such notice shall be mailed in the case of any action covered by clause (i) or
(ii) above at least ten (10) days prior to the record date for determining
holders of Common Stock for purposes of receiving such payment or offer, or in
the case of any action covered by clause (iii) above at least twenty (20) days
prior to the date upon which such action takes place and ten (10) days prior to
any record date to determine holders of Common Stock entitled to receive such
securities or other property. Failure to file any certificate or notice or to
mail any notice, or any defect in any certificate or notice pursuant to this
Section shall not affect the legality or validity of the adjustment of the
Exercise Price or the number of shares purchasable upon exercise of this
Warrant, or any transaction giving rise thereto.
ARTICLE V
RESTRICTIONS ON TRANSFER
5.1 Compliance with Securities Laws. The Initial Holder, by acceptance
hereof, agrees that this Warrant and the Issued Warrant Shares are being
acquired solely for its own account and not as a nominee for any other party and
not with a view toward the resale or distribution thereof and that it will not
offer, sell or otherwise dispose of this Warrant or any Issued Warrant Shares
except under circumstances which will not result in a violation of any federal
or state securities laws. Upon the exercise of this Warrant, the Initial Holder
or any subsequent holder, as the case may be, shall confirm in writing, in a
form reasonably satisfactory to the Company, that the Issued Warrant Shares are
being acquired solely for its own account and not as a nominee for any other
party and not with a view toward resale or distribution thereof.
5.2 Notice of Proposed Transfer. In the event the Initial Holder or
any subsequent holder of this Warrant or of Issued Warrant Shares desires to
transfer in whole or in part this Warrant or any Issued Warrant Shares, such
holder shall give written notice thereof to the Company, prior thereto, and such
holder shall obtain an Opinion of Counsel, if requested by the Company, to the
effect that the proposed transfer may be effected without registration or
qualification under any federal or state securities or blue sky law. Such
counsel shall, as promptly as practicable, notify the Company and the holder of
such opinion and of the terms and conditions, if any, to be observed in such
transfer. Promptly upon receiving such written notice and the Opinion of
Counsel, if so requested, the Company, if it concurs with the Opinion of
Counsel, as promptly as practicable, shall notify the holder that such holder
may sell or otherwise dispose of this Warrant or the Issued Warrant Shares, all
in accordance with the terms of the notice delivered to the Company and this and
any other agreements between the Company and the holder. Any certificate
representing the Issued Warrant Shares (except a transfer pursuant to Rule
144(k)) shall bear a restrictive legend as to the applicable restrictions on
transferability in order to insure compliance with federal and state securities
laws, unless in the aforesaid Opinion of Counsel, such legend is not required in
order to insure compliance with the federal and state securities laws. The
Company may issue stop transfer instructions to its transfer agent in connection
with such restrictions.
5.3 Legend on Warrants and Certificates. Each Warrant shall bear a
legend in substantially the following form:
"This Warrant and any shares of Common Stock issuable upon the
exercise of this Warrant have not been registered under the Securities
Act of 1933, as amended, and neither this Warrant nor any such shares
may be transferred in the absence of such registration or an exemption
therefrom under such Act."
In case any shares are issued upon the exercise in whole or in part of
this Warrant or are thereafter transferred, in either case under such
circumstances that no registration under the Securities Act is required, each
certificate representing such shares shall bear the following legend:
"The shares represented by this certificate have not been registered
under the Securities Act of 1933, as amended, and may not be
transferred in the absence of such registration or an exemption
therefrom under such Act. In addition, any transfer of these shares is
subject to the conditions specified in the Warrant dated as of
________ originally issued by Staff Leasing, Inc. (the "Company") to
Paribas Principal Incorporated, to purchase shares of Common Stock,
$.01 par value, of the Company. A copy of the form of such Warrant is
on file with the Secretary of the Company at 600 301 Boulevard West,
Suite 202, Bradenton, Florida 34205 and will be furnished without
charge by the Company to the holder of this certificate upon written
request to the Secretary of the Company at such address."
5.4 Termination of Restrictions. The restrictions imposed under this
Article V upon the transferability of this Warrant, or of Issuable Warrant
Shares or Issued Warrant Shares, shall cease when (a) a registration statement
covering such Issuable Warrant Shares or Issued Warrant Shares becomes effective
under the Securities Act or (b) the Company receives an Opinion of Counsel that
such restrictions are no longer required in order to ensure compliance with the
Securities Act. When such restrictions terminate, the Company shall, or shall
instruct its transfer agent and registrar to, issue new certificates in the name
of the holder not bearing the legends required under Section 5.3.
5.5 Rule 144. After any initial public offering, the Company covenants
that it will file all reports required to be filed by it with the Commission,
and that it will take such further action as a holder may reasonably request,
all to the extent required from time to time to enable such holder to sell
Warrant or Warrant Shares without registration under the Securities Act pursuant
to Rule 144 ("Rule 144") (or any similar rule then in effect) promulgated by the
Commission under the Securities Act. Upon the request of a holder, the Company
will deliver to such holder a notice stating whether it has complied with such
requirements.
ARTICLE VI
MISCELLANEOUS
6.1 Nonwaiver. No course of dealing or any delay or failure to
exercise any right, power or remedy hereunder on the part of the holder hereof
shall operate as a waiver of or otherwise prejudice such holder's rights, powers
or remedies.
6.2 Holder Not a Stockholder. Prior to the exercise of this Warrant as
hereinbefore provided, the holder hereof shall not be entitled to any of the
rights of a stockholder of the Company, including, without limitation, the right
as a stockholder to (a) vote on or consent to any proposed action of the Company
or (b) receive (i) dividends or any other distributions made to stockholders,
(ii) notice of or attend any meetings of stockholders of the Company or (iii)
notice of any other proceedings of the Company (except as provided in Article
IV.
6.3 Notices. Any notice, demand or delivery to be made pursuant to the
provisions of this Warrant shall be sufficiently given or made if sent by first
class mail, postage prepaid, addressed to (a) the holder of this Warrant or
Issued Warrant Shares at its last known address appearing on the books of the
Company maintained for such purpose or (b) the Company at its principal office
at 600 301 Boulevard West, Bradenton, Florida 34205, Attention: President. The
holder of this Warrant and the Company may each designate a different address by
notice to the other pursuant to this Section 6.3.
6.4 Like Tenor. All instruments issued in substitution for this
Warrant shall at all times be substantially identical, except as to the
Preamble.
6.5 Remedies. The Company stipulates that the remedies at law of the
holder of this Warrant in the event of any default or threatened default by the
Company in the performance of or compliance with any of the terms of this
Warrant are not and will not be adequate and that, to the fullest extent
permitted by law, such terms may be specifically enforced by a decree for the
specific performance of any agreement contained herein or by an injunction
against a violation of any of the terms hereof or otherwise.
6.6 Successors and Assigns. This Warrant and the rights evidenced
hereby shall inure to the benefit of and be binding upon the successors and
assigns of the Company, the holder hereof and (to the extent provided herein)
the holders of Issued Warrant Shares, and shall be enforceable by any such
holder.
6.7 Modification and Severability. If, in any action before any court
or agency legally empowered to enforce any provision contained herein, any
provision hereof is found to be unenforceable, then such provision shall be
deemed modified to the extent necessary to make it enforceable by such court or
agency. If any such provision is not enforceable as set forth in the preceding
sentence, the unenforceability of such provision shall not affect the other
provisions of this Agreement, but this Agreement shall be construed as if such
unenforceable provision had never been contained herein.
6.8 Integration. This Warrant replaces all prior agreements,
supersedes all prior negotiations and constitutes the entire agreement of the
parties with respect to the transactions contemplated herein.
6.9 Amendment. This Warrant may not be modified or amended except by
written agreement of the Company and the holder hereof.
6.10 Headings. The headings of the Articles and Sections of this
Warrant are for the convenience of reference only and shall not, for any
purpose, be deemed a part of this Warrant.
6.11 GOVERNING LAW. THIS WARRANT SHALL BE GOVERNED BY THE INTERNAL
LAWS (AS OPPOSED TO CONFLICTS OF LAWS PROVISIONS) OF THE STATE OF FLORIDA.
<PAGE>
IN WITNESS WHEREOF, this Warrant has been executed by the Company as
of __________.
STAFF LEASING, INC.
By:________________________________
Name:
Title:
<PAGE>
EXHIBIT 1-A
ASSIGNMENT FORM
(To be executed only upon the assignment
of the attached Warrant)
FOR VALUE RECEIVED, the undersigned registered holder of the attached warrant
hereby sells, assigns and transfers unto ____________________, whose address is
_______________ ___________________, all of the rights of the undersigned under
the attached Warrant, with respect to shares of Common Stock of Staff Leasing,
Inc. (the "Company") and, if such shares of Common Stock do not include all the
shares of Common Stock issuable as provided in the attached Warrant, requests
that a new Warrant of like tenor for the number of shares of Common Stock of the
Company not being transferred hereunder be issued in the name of and delivered
to the undersigned, and does hereby irrevocably constitute and appoint
___________________as attorney-in-fact to register such transfer on the books of
the Company maintained for that purpose, with full power of substitution in the
premises.
Dated:_______________, _____
By:_______________________________________
(Signature of Registered Holder)
<PAGE>
EXHIBIT 1-B
NOTICE OF EXERCISE FORM
(To be executed only upon partial or full
exercise of the attached Warrant)
The undersigned registered holder of the attached Warrant
irrevocably exercises the attached Warrant for and purchases __________ shares
of Common Stock of Staff Leasing, Inc. (the "Company") and herewith makes
payment therefor in the amount of __________, all at the price and on the terms
and conditions specified in the attached Warrant[, and requests that a
certificate (or ______ certificates in denominations of __________ shares) for
the shares of Common Stock of the Company hereby purchased be issued in the name
of and delivered to (choose one) (a) the undersigned or (b) __________, whose
address is ___________]. If such shares of Common Stock do not include all the
shares of Common Stock issuable as provided in the attached Warrant, then the
undersigned registered holder of the attached Warrant hereby requests that a new
Warrant of like tenor for the number of shares of Common Stock of the Company
not being purchased hereunder be issued in the name of and delivered to the
undersigned. [Having elected to satisfy $_________ (the "Cashless Exercise
Amount") of the foregoing amount with shares of Common Stock that would
otherwise be issued pursuant to this Notice, the undersigned registered holder
hereby directs the Company to reduce the number of shares issued to the
undersigned registered holder by the number of Payment Shares (as defined in the
Warrant) sufficient to cover the Cashless Exercise Amount and requests that a
certificate (or ___ certificates in denominations of ____ shares) for the
balance of the shares of Common Stock of the Company hereby purchased be issued
in the name of and delivered to (choose one) (a) the undersigned or (b)
__________, whose address is __________.]
Dated:_______________, _____
By:_______________________________________
(Signature of Registered Holder)
REGISTRATION RIGHTS AGREEMENT dated as of April 26, 1996 (this "Agreement")
between:
(a) Staff Capital, L.P., a limited partnership organized under the laws of the
State of Delaware (the "Company"); and
(b) the other Persons identified on the signature page to this Agreement.
Certain capitalized terms used herein shall have the meanings given such terms
in Article I hereof. Capitalized terms not otherwise defined herein but defined
in the Partnership Agreement shall have the meanings given such terms in the
Partnership Agreement.
W I T N E S S E T H:
Whereas, simultaneously with the execution and delivery of this Agreement, the
parties hereto have executed and delivered a Securities Purchase
Agreement dated as of the date hereof (the "Securities Purchase
Agreement") and entered into a "Recapitalization" (as defined in the
Securities Purchase Agreement) of the Company;
Whereas, pursuant to the Securities Purchase Agreement or the Recapitalization,
the Holders have acquired Class A Preferred Limited Partnership
Interests which are convertible into Common Limited Partnership
Interests; and
Whereas, Banque Paribas (acting through its Grand Caymans Branch) and Pilgrim
America Prime Rate Trust have heretofore been entitled to certain
registration rights with respect to Securities held by them.
Now, therefore, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS
The following terms used in this Agreement shall have the respective meanings
specified in this Article I:
"Affiliate" shall mean as to any Person, any other Person which directly or
indirectly controls, or is under common control with, or is controlled by, such
Person and, if such Person is an individual, shall mean also any member of the
immediate family (including parents, spouse children and grandchildren) of such
individual and any trust whose principal beneficiary is such individual or one
or more members of such immediate family and any Person who is controlled by any
such member or trust. As used in this definition, "control" (including, with its
correlative meanings, "controlled by" and "under common control with") shall
mean possession, directly or indirectly, of power to direct or cause the
direction of the management or policies (whether through the ownership of
securities or partnership or other ownership interests, by contract or
otherwise). Without limiting the generality of the foregoing as to the
Partnership, the term "Affiliate" when used with respect to the Partnership
shall not mean or include Paribas Principal and its Affiliates and shall not
include any Operating Partnership or any Subsidiary of the Partnership.
"Business Day" shall mean any day other than Saturday, Sunday or any other day
on which commercial banks are required by law or authorized to close in New York
City.
"Demand Registration" shall have the meaning given such term in Section 3.01(a).
"Holders" shall mean Persons who are the record holders of the Securities.
"Initial Public Offering" shall mean the initial sale of Common Limited
Partnership Interests or any other securities, interests or units substituted
therefor (including in connection with any incorporation of the Company, by
merger or otherwise) pursuant to an effective registration statement under the
Securities Act in an offering underwritten on a firm commitment basis by a
nationally or regionally recognized underwriter.
"Inspectors" shall have the meaning given such term in Section 3.04(g).
"Paribas Group" shall mean and include Paribas Principal, Banque Paribas and
their respective Affiliates.
"Paribas Principal" shall mean Paribas Principal, Inc.
"Partnership Agreement" shall mean the Amended and Restated Agreement of Limited
Partnership dated as of April 26, 1996 of the Company, as such agreement may be
amended and supplemented from time to time.
"Person" shall mean an individual, a corporation, a company, a voluntary
association, a partnership, a trust, an unincorporated organization or a
government or any agency, instrumentality or political subdivision thereof.
"'Piggy-Back Registration" shall have the meaning given such term in Section
3.02.
"Records" shall have the meaning given such term in Section 3.04(g).
"Registrable Securities" shall mean the Securities until: (i) a registration
statement covering such Securities is effective under the Securities Act; (ii)
such Securities may be sold under circumstances in which all of the applicable
conditions of Rule 144 (or any similar provisions then in force) under the
Securities Act are met or under which such Securities may be sold pursuant to
Rule 144(k); (iii) the Company has delivered a new certificate or other evidence
of ownership for such Securities not bearing any legend relating to restrictions
on transfer and such Interests may be resold without subsequent registration
under the Securities Act; or (iv) such Securities are no longer outstanding or
are held by the Company or any Affiliate of the Company.
"Registration Expenses" shall have the meaning given such term in Section 3.05.
"SEC" shall mean the U.S. Securities and Exchange Commission (or any successor
entity).
"Second Stage Investor" shall have the meaning given such term in Section
3.01(a)(1) hereof.
"Securities" shall mean the Common Limited Partnership Interests issuable upon
the conversion of Class A-1 Preferred Limited Partnership Interests and Class
A-3 Preferred Limited Partnership Interests. "Securities" shall include also the
Common Limited Partnership Interests held by Banque Paribas and Pilgrim America
Prime Rate Trust as to which, prior to the date of this Agreement, Banque
Paribas and Pilgrim America Prime Rate Trust were entitled to certain
registration rights pursuant to Section 4(b)(i) of the Repurchase Agreement
dated as of December 8, 1994 between Banque Paribas and the Company and pursuant
to Section 5 of the Warrant Agreement dated as of July 1, 1995 among Banque
Paribas, Pilgrim America Prime Rate Trust and the Company.
"Securities Act" shall mean the Securities Act of 1933, as amended.
"Securities Purchase Agreement" shall have the meaning given such term in the
recitals to this Agreement.
"Selling Holder" shall mean a Holder which is selling Registrable Securities
pursuant to a registration statement under the Securities Act.
"Selling Holder Expenses" shall have the meaning given such term in Section
3.05. "Specified Holders" shall have the meaning given such term in Section
3.01(c) hereof.
"Specified Holders" shall have the meaning given such term in Section 3.01(c)
hereof.
ARTICLE 11
INCORPORATION OF THE COMPANY
2.01. Incorporation of the Company.
In the event that the Board of Directors of the General Partner of the Company
shall determine that it is desirable to incorporate the Company prior to
effecting an Initial Public Offering, the Securities shall be converted and
exchanged for, and the certificate of incorporation and by-laws of the
corporation shall provide for the issuance of, capital stock which has rights
and values substantially comparable to the rights and values to which the
various Securities are entitled under the Partnership Agreement; and this
Agreement shall be amended to incorporate such changes herein as shall be
necessary to give effect to such incorporation and to preserve in all material
respects the rights and benefits granted to Holders of Registrable Securities
under this Agreement. In the event of any dispute among Holders of Registrable
Securities and the Company as to the terms of any capital stock to be issued to
Holders of Registrable Securities in exchange for their Securities, or as to the
amendments to this Agreement, such dispute shall be referred to a nationally
recognized investment banking firm selected by the Company and reasonably
acceptable to the holders of a majority of the then outstanding Partnership
Interests, and such investment banking firm shall be requested to resolve such
dispute within 30 days. The determination by the investment banking firm shall
be final, conclusive and binding upon Holders of Registrable Securities and the
Company. The fees and expenses of the investment banking firm in connection with
any such dispute resolution shall be paid by the Company.
ARTICLE III
REGISTRATION RIGHTS
3.01. Initial Public Offering and Other Demand Registration Rights.
(a) Demand Registrations.
(1) At any time subsequent to an Initial Public Offering and prior to March
31, 2006, but subject to Sections 3.01(a)(2) and 3.04(b) hereof and
provided that the Class A Preferred Limited Partnership Interests are no
longer outstanding, the Paribas Group and any Person acquiring Class A
Preferred Limited Partnership Interests pursuant to Section 3A.4(b)(i)
of the Partnership Agreement (the "Second Stage Investor") may make
written requests to the Company for registration of Registrable
Securities under the Securities Act with the SEC for a public offering
of Registrable Securities (a "Demand Registration").
(2) The Paribas Group shall have the right to request two Demand
Registrations, and the Second Stage Investor shall have the right to
request two Demand Registrations, which shall be long-form registrations
unless the Company is then permitted to use short-form registrations and
the use thereof is acceptable to the underwriters of such Demand
Registration, of all or any part of their Registrable Securities and
Registrable Securities of their respective Affiliates (including Banque
Paribas) and employees; provided that the Paribas Group or the Second
Stage Investor (and their respectful Affiliates and employees)
requesting the Demand Registration has requested to be included in the
Demand Registration such Registrable Securities as represent an
aggregate corresponding Participation Percentage (assuming conversion of
the Class Preferred Limited Partnership Interests) of at least 2%. In
addition, provided that the Paribas Group and the Second Stage Investor
have requested all of the foregoing Demand Registrations provided that
the Company is then permitted to effect short-form registrations, the
Paribas Group and the Second Stage Investor may request additional
short-form Demand Registrations; provided that the Paribas Group and the
Second Stage Investor (and their respective Affiliates and employees)
requesting the short-form Demand Registration have requested to be
included in the short-form Demand Registration such Registrable
Securities as represent an aggregate corresponding Participation
Percentage (assuming conversion of the Class A Preferred Limited
Partnership Interests) of at least 2% in the case of the Paribas Group
and its Affiliates and employees or at least 2% in the case of the
Second Stage Investor and its Affiliates and employees. Notwithstanding
the other provisions of this Section 3.01(a), the Company shall not be
required to effect more than one long-form Demand Registration within
any 12-month period, and the Company may delay any Demand Registration
that, in the reasonable judgment of management of the Company after
consultation with the Company's investment banking advisers, would
interfere with or otherwise adversely affect any Public Offering which
the Company is then effecting or which the Company at the time is
planning to effect within 90 days following the receipt of any request
for a Demand Registration.
(3) Whenever the Company shall receive a request from the Paribas Group or
the Second Stage Investor for a Demand Registration, the Company will
promptly give written notice of such registration to all Holders and
shall as expeditiously as is reasonable, use its best efforts to effect
the registration under the Securities Act of the Registrable Securities
with respect to which the Company has received written requests for
inclusion therein within 15 Business Days after such notice is given.
(4) All requests made pursuant to this Section 3.01(a) will specify the
aggregate Common Limited Partnership Interests represented by the
Registrable Securities to be registered and will also specify the
intended methods of disposition thereof.
(b) Effective Registration.
A registration initiated as a Demand Registration shall not be deemed a
Demand Registration until such registration has become effective and
unless the Demand Registration has continued to be effective until the
earlier of the date on which the Registrable Securities included in such
registration have actually been sold or the 180th day (or the 90th day
if an underwritten registration) following the date on which the Demand
Registration is declared effective by the SEC.
(c) No Right of the Company or Other Person to Piggy-Back on Demand
Registration.
Except as permitted under this Registration Rights Agreement, neither
the Company nor any Person owning any of its securities (other than
Holders in respect of Registrable Securities) shall have the right to
include any of the Company's securities in a registration statement
initiated as a Demand Registration under this Section 3.01. The Company
covenants that it shall not grant any registration rights to any Person
which rights would, in the reasonable judgment of Holders who hold
Registrable Securities which represent an aggregate corresponding
Participation Percentage (assuming conversion of the Class A Preferred
Limited Partnership Interests) of at least 5% (the "Specified Holders"),
conflict or be inconsistent with the provisions of this Section 3.01 (c)
or which would otherwise adversely affect the rights of Holders under
this Agreement; however, the Company may grant to one or more holders of
Class A-2 Preferred Limited Partnership Interests, and to one or more
holders of Common Limited Partnership Interests, Piggy-Back Registration
rights provided that such rights are not more favorable to the
Piggy-Back Rights granted to the Holders under this Registration Rights
Agreement. If the Company shall at any time provide to any Person rights
with respect to the registration of securities of the Company under the
Securities Act which are, in the reasonable judgment of the Specified
Holders, on terms or conditions more favorable to such Person than the
terms and conditions provided in this Article III, the Company shall
provide (by way of amendment to this Agreement or otherwise) such more
favorable terms or conditions to Holders. In the event of a conflict or
inconsistency, the provisions of this Section 3.01 (c) shall prevail.
Without limiting the generality of the foregoing, simultaneously with
the execution and delivery of this Agreement, the registration rights to
which Banque Paribas and Pilgrim America Prime Rate Trust have been
entitled pursuant to Section 4(b)(i) of the Repurchase Agreement dated
as of December 8, 1994 between Banque Paribas and the Company and
pursuant to Section 5 of the Warrant Agreement dated as of July 1, 1995
among Banque Paribas, Pilgrim America Prime Rate Trust and the Company
have been terminated.
(d) Selection of Underwriters and Counsel, etc.
If Holders of more than 50% of the aggregate Registrable Securities
requested to be registered in a Demand Registration so elect, the
offering of such Registrable Securities pursuant to such Demand
Registration shall be in the form of an underwritten offering. If a
Demand Registration involves an underwritten offering, (i) the Company
shall have the right to select the investment banker or bankers and
manager or managers to administer the offering (provided that such
investment bankers and managers must be reasonably satisfactory to
Holders of a majority of the Registrable Securities to be included in
the Demand Registration); and (ii) Holders shall have the right to
select the counsel to represent Holders. The obligation of the Company
under this Section 3.01(d) hereof to engage an underwriter for any
Demand Registration shall be only to use its reasonable efforts to do
so.
3.02. Piggy-Back Registration.
If the Company proposes to register any of its securities (whether for its
account or for any Holder) under the Securities Act (other than by a
registration statement on Form S-8 or other form that does not include
substantially the same information as would be required in a form for the
general registration of securities or that would not be available for
registration of Registrable Securities) other than in an Initial Public Offering
(unless otherwise permitted by the Company), the Company shall, as expeditiously
as possible, give written notice to each of the Holders of the Company's
intention to effect such registration. If, within 30 days after receipt of such
notice, Holders submit a written request to the Company specifying the
Registrable Securities Holders propose to sell or otherwise dispose of (a
"Piggy-Back Registration"), and provided that the Class A Preferred Limited
Partnership Interests are no longer outstanding, the Company shall include the
Common Limited Partnership Interests represented by the Registrable Securities
specified in such request in such registration statement and the Company shall
use its best efforts to keep each such registration statement in effect and to
maintain compliance with each federal and state law and regulation for the
period necessary for Holders to effect the proposed sale or other disposition
(but in no event for a period of more than 180 days), Holders participating in
an underwritten offering pursuant to Section 3.01(d) or this Section 3.02 shall,
if required by the managing underwriters of such offering, enter into an
underwriting agreement in a form customary for underwritten offerings of the
same general type as such offering.
3.03. Reduction of Offering.
(a) Notwithstanding anything contained herein, if the managing underwriters of
an offering described in Section 3.01 or Section 3.02 hereof deliver a
written opinion to Holders whose Registrable Securities are requested to be
included in such offering that (i) the size of the offering that Holders,
the Company and any other Persons intend to make, or (ii) the kind or
combination of securities that Holders, the Company and any other Persons
intend to include in such offering are, in either case, such that the
success of the offering would be materially and adversely affected by
inclusion of all the Registrable Securities requested to be included, then:
(1) if the size of the offering is the basis of such underwriters opinion:
(A) in the case of a Demand Registration pursuant to the first
sentence of Section 3.01(a)(2) hereof, the aggregate Registrable
Securities proposed to be offered for the accounts of Holders
shall be determined as follows:
(i) if the Demand Registration is a Demand Registration of the
Paribas Group pursuant to the first sentence of Section 3.01
(a)(2) hereof, then the Paribas Group and its employees, and
any transferee of Registrable Securities of Paribas
Principal pursuant to Section 9.2(a)(i) of the Partnership
Agreement, shall be permitted to include in the offering all
Registrable Securities requested by the Paribas Group and
its employees;
(ii) if the Demand Registration is a Demand Registration of the
Second Stage Investor pursuant to the first sentence of
Section 3.01(a)(2) hereof, then the Second Stage Investor
and its Affiliates and employees shall be permitted to
include in the offering all Registrable Securities requested
by the Second Stage Investor and its Affiliates and
employees;
(iii)subject to the foregoing clauses (i) and (ii), all
Registrable Securities requested by Pilgrim America Prime
Rate Trust shall be permitted to be included in the Demand
Registration to the extent permitted by the underwriter; and
then all Registrable Securities requested by other Holders
to be included in the Demand Registration shall be reduced
pro rata (according to the aggregate Registrable Securities
proposed for registration) to the extent necessary to reduce
the total amount of Registrable Securities to be included in
such offering to the amount recommended by such managing
underwriters; and
(B) in the case of a Demand Registration pursuant to the second
sentence of Section 3.01(a)(2) hereof, the aggregate Common
Limited Partnership Interests represented by Registrable
Securities proposed to be offered for the accounts of Holders
shall be reduced pro rata (according to the aggregate Registrable
Securities proposed for registration) to the extent necessary to
reduce the total amount of Registrable Securities to be included
in such offering to the amount recommended by such managing
underwriters; and
(C) in the case of a Piggy-Back Registration which is otherwise
permitted under Section 3.02 hereof:
(i) if the Piggy-Back Registration is an Initial Public Offering
by the Company, then the Paribas Group, Pilgrim America
Prime Rate Trust and the Second Stage Investor and their
respective Affiliates and employees, and any transferee of
Registrable Securities of Paribas Principal pursuant to
Section 9.2(a)(i) of the Partnership Agreement, shall be
permitted to include in the offering all Registrable
Securities requested by them (reduced pro rata (according to
the aggregate Registrable Securities proposed for
registration) among the Paribas Group, Pilgrim America Prime
Rate Trust and the Second Stage Investor and their
respective Affiliates and employees, and any transferee of
Registrable Securities of Paribas Principal pursuant to
Section 9.2(a)(i) of the Partnership Agreement, to the
extent necessary to reduce the total amount of Registrable
Securities to be included in such offering to the amount
recommended by such managing underwriters); and
(ii) if the Piggy-Back Registration is not an Initial Public
Offering by the Company, or if an Initial Public Offering as
to all Holders other than the Paribas Group, Pilgrim America
Prime Rate Trust and Second Stage Investor and its
Affiliates and employees, and any transferee of Registrable
Securities of Paribas Principal pursuant to Section
9.2(a)(i) of the Partnership Agreement, after giving effect
to the foregoing clause (ii), the amount of Registrable
Securities to be offered for the accounts of Holders shall
be reduced pro rata (according to the aggregate Registrable
Securities proposed for registration) to the extent
necessary to reduce the total amount of securities to be
included in such offering to the amount recommended by such
managing underwriters; provided that in the case of any
Piggy-Back Registration if Registrable Securities are being
offered for the account of other Persons as well as the
Company, then with respect to the Registrable Securities
intended to be offered by Holders, the proportion by which
the aggregate in the amount of such class of securities
intended to be offered by Holders is reduced shall not
exceed the proportion by which the amount of such class of
securities intended to be offered by such other Persons is
reduced; and
(2) if the kind or combination of securities to be offered is the basis of
such underwriters opinion:
(A) the aggregate Common Limited Partnership Interests represented by
the Registrable Securities to be included in such offering shall
be reduced as described in clause (1) above; or
(B) if the actions described in clause (A) would, in the judgment of
the managing underwriter, be insufficient to substantially
eliminate the adverse effect that inclusion of the Registrable
Securities requested to be included would have on such offering,
such Registrable Securities will be excluded from such offering.
3.04. Filings: Information.
Whenever any Registrable Securities are to be registered pursuant to this
Article III, the Company will use its best efforts to effect the registration
and the sale of such Registrable Securities in accordance with the intended
method of disposition thereof as quickly as practicable, and in connection with
any such request:
(a) The Company will as expeditiously as possible prepare and file with the SEC
a registration statement on any form for which the Company then qualifies
or which counsel for the Company shall deem appropriate and which form
shall be available for the sale of the Registrable Securities to be
registered thereunder in accordance with the intended method of
distribution thereof, and use its best efforts to cause such filed
registration statement to become and remain effective for a period of not
less than 180 days or until all of such Registrable Securities have been
disposed of (if earlier); provided that if the Company shall furnish to
Holders making a request pursuant to Section 3.02 hereof a certificate
signed by either its chief executive officer or the General Partner stating
that in his or its good faith judgment it would be significantly
disadvantageous to the Company for such a registration statement to be
filed as expeditiously as possible, the Company shall have a period of not
more than 90 days within which to file such registration statement measured
from the date of receipt of the request in accordance with Section 3.02
hereof.
(b) The Company will, if requested, prior to filing a registration statement or
prospectus or any amendment or supplement thereto, furnish to each Selling
Holder and each underwriter, if any, of the Registrable Securities covered
by such registration statement copies of such registration statement as
proposed to be filed, and thereafter furnish to each Selling Holder and
underwriter, if any, such number of copies of such registration statement,
each amendment and supplement thereto (in each case including all exhibits
thereto and documents incorporated by reference therein), the prospectus
included in such registration statement (including each preliminary
prospectus) and such other documents as such Selling Holder or underwriter
may reasonably request in order to facilitate the disposition of the
Registrable Securities owned by such Selling Holder.
(c) After the filing of the registration statement, the Company will promptly
notify each Selling Holder of Registrable Securities covered by such
registration statement of any stop order issued or threatened by the SEC
and take all reasonable actions required to prevent the entry of such stop
order or to remove it if entered.
(d) The Company will use its best efforts to (i) register or qualify the
Registrable Securities under such other securities or blue sky laws of such
jurisdictions in the United States as any Selling Holder reasonably (in
light of such Selling Holder's intended plan of distribution) requests and
(ii) cause such Registrable Securities to be registered with or approved by
such other governmental agencies or authorities as may be necessary by
virtue of the business and operations of the Company and do any and all
other acts and things that may be reasonably necessary or advisable to
enable such Selling Holder to consummate the disposition of the Registrable
Securities owned by such Selling Holder; provided that the Company will not
be required to (A) qualify generally to do business in any jurisdiction
where it would not otherwise be required to qualify but for this paragraph
(d), (B) subject itself to taxation in any such jurisdiction or (C) consent
to general service of process in any such jurisdiction.
(e) The Company will immediately notify each Selling Holder of Registrable
Securities, at any time when a prospectus relating thereto is required to
be delivered under the Securities Act, of the occurrence of an event
requiring the preparation of a supplement or amendment to such prospectus
so that, as thereafter delivered to the purchasers of such Registrable
Securities, such prospectus will not contain an untrue statement of a
material fact or omit to state any material fact required to be stated
therein or necessary to make the statements therein not misleading and
promptly make available to each Selling Holder any such supplement or
amendment.
(f) The Company will enter into customary agreements (including an underwriting
agreement in customary form) and take such other actions as are reasonably
required in order to expedite or facilitate the disposition of such
Registrable Securities.
(g) The Company will make available for inspection by any Selling Holder of
such Registrable Securities, any underwriter participating in any
disposition pursuant to such registration statement and any attorney,
accountant or other professional retained by any such Selling Holder or
underwriter (collectively, the "Inspectors"), all financial and other
records, pertinent partnership documents and properties of the Company
(collectively, the "Records") as shall be reasonably necessary to enable
them to exercise their due diligence responsibility, and cause the
Company's officers, directors and employees to supply all information
reasonably requested by any Inspectors in connection with such registration
statement. Records which the Company determines, in good faith, to be
confidential and which it notifies the Inspectors are confidential shall
not be disclosed by the Inspectors unless (i) the disclosure of such
Records is necessary to avoid or correct a misstatement or omission in such
registration statement or (ii) the release of such Records is ordered
pursuant to a subpoena or other order from a court of competent
jurisdiction. Each Selling Holder of such Registrable Securities agrees
that information obtained by it as a result of such inspections shall be
deemed confidential and shall not be used by it as the basis for any market
transactions in the securities of the Company or its Affiliates unless and
until such is made generally available to the public.
(h) The Company will furnish to each Selling Holder and to each underwriter, if
any, a signed counterpart, addressed to such Selling Holder or underwriter,
of (i) an opinion or opinions of counsel to the Company, and (ii) a comfort
letter or comfort letters from the Company's independent public
accountants, each in customary form and covering such matters of the type
customarily covered by opinions or comfort letters, as the case may be, as
the Selling Holders of more than 50% of the aggregate Registrable
Securities included in such offering or the managing underwriter therefor
reasonably requests.
(i) The Company will otherwise use its best efforts to comply with all
applicable rules and regulations of the SEC, and make available to the
Holder and the other Partners, as soon as reasonably practicable, an
earnings statement covering a period of 12 months, beginning within three
months after the effective date of the registration statement, which
earnings statement shall satisfy the provisions of Section II (a) of the
Securities Act.
(j) The Company will use its best efforts to cause all such Registrable
Securities to be listed on each securities exchange on which similar
securities issued by the Company are then listed.
The Company may require each Selling Holder of Registrable Securities to
promptly furnish in writing to the Company such information regarding the
distribution of the Registrable Securities as the Company may from time to time
reasonably request and such other information as may be legally required in
connection with such registration.
Each Selling Holder agrees that, upon receipt of any notice from the Company of
the happening of any event of the kind described in Section 3.04(e) hereof, such
Selling Holder will forthwith discontinue disposition of Registrable Securities
pursuant to the registration statement covering such Registrable Securities
until such Selling Holder's receipt of the copies of the supplemented or amended
prospectus contemplated by Section 3.04(e) hereof, and, if so directed by the
Company, such Selling Holder will deliver to the Company all copies, other than
permanent file copies then in such Selling Holders possession, of the most
recent prospectus covering such Registrable Securities at the time of receipt of
such notice. In the event the Company shall give such notice, the Company shall
extend the period during which such registration statement shall be maintained
effective (including the period referred to in Section 3.04(a) hereof) by the
number of days during the period from and including the date of the giving of
notice pursuant to Section 3.04(e) hereof to the date when the Company shall
make available to the Selling Holders of Registrable Securities covered by such
registration statement a prospectus supplemented or amended to conform with the
requirements of Section 3.04(e) hereof.
3.05. Registration Expenses.
In connection with any registration statement required to be filed hereunder,
the Company shall pay the following registration expenses incurred in connection
with the registration hereunder (the "Registration Expenses"): (i) all
registration and filing fees, (ii) fees and expenses of compliance with
securities or blue sky laws (including reasonable fees and disbursements of
counsel in connection with blue sky qualifications of the Registrable
Securities), (iii) printing expenses, (iv) internal expenses (including, without
limitation, all salaries and expenses of its officers and employees performing
legal or accounting duties), (v) the fees and expenses incurred in connection
with the listing of the Registrable Securities, (vi) reasonable fees and
disbursements of counsel for the Company and customary fees and expenses for
independent certified public accountants retained by the Company (including the
expenses of any comfort letters or costs associated with the delivery by
independent certified public accountants of a comfort letter or comfort letters
requested pursuant to Section 3.04(h) hereof), (vii) the reasonable fees and
expenses of any special experts retained by the Company in connection with such
registration, and (viii) reasonable fees and expenses of one counsel (who shall
be reasonably acceptable to the Company) for the Selling Holders. The Company
shall have no obligation to pay any underwriting fees, discounts or commissions
attributable to the sale of Registrable Securities, or any out-of-pocket
expenses of the Selling Holders (or the agents who manage their accounts)
(collectively, the "Selling Holder Expenses"); provided that if the Company
shall reimburse the Selling Holder Expenses of any Other Person for whose
account securities are being sold in such Offering, then the Company shall be
obligated similarly to reimburse the Selling Holder Expenses of the Selling
Holders of Registrable Securities.
3.06. Indemnification and Contribution.
(a) In connection with each registration statement relating to the disposition
of Registrable Securities, the Company shall indemnify and hold harmless,
each Selling Holder disposing of Registrable Securities, each underwriter
of Registrable Securities, each partner, officer, director or employee of
such Selling Holder, or any such underwriter and each Person, if any, who
controls (within the meaning of either the Securities Act or the Exchange
Act) such Selling Holder or any such underwriter against all losses,
claims, damages or liabilities' joint or several, to which such Selling
Holder, such underwriter or any such Person may be subject arising out of
or based upon (A) any untrue statement or alleged untrue statement of a
material fact contained in such registration statement or the prospectus
included therein (or any supplement or amendment thereto) or a preliminary
prospectus, or (B) any omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the
statements therein not misleading, and the Company shall reimburse such
Selling Holder and each of such other Persons for any reasonable legal or
other expenses incurred in connection with the investigation or defense
thereof (any such reimbursement to be made as such expenses are incurred);
provided, however, that the Company shall not be liable in any such
instance to the extent that any such loss, claim, damage or liability
arises out of or is based upon any untrue statement or omission or alleged
untrue statement or omission made in any such registration statement,
preliminary prospectus, or prospectus (or amendment or supplement) in
reliance upon and in conformity with information relating to any Person
referred to above who would be indemnified by the Company pursuant to this
Section 3.06(a) furnished in writing to the Company by such Person
expressly for use therein.
(b) In connection with each registration relating to the disposition of
Registrable Securities, each Selling Holder shall indemnify the Company,
each director of the Company, each officer of the Company who signs the
registration statement and any Person who controls the Company (within the
meaning of either the Securities Act or the Exchange Act) to the same
extent as the indemnity from the Company provided in Section 3.06(a), but
only with respect to information relating to such Selling Holder furnished
in writing to the Company by such Selling Holder expressly for use in any
such registration statement, preliminary prospectus or prospectus (or
amendment or supplement).
(c) In case any proceeding (including any governmental investigation) shall be
instituted involving any Person in respect of which indemnity may be sought
pursuant to subsections (a) or (b) of this Section 3.06, such Person (the
"indemnified party") shall promptly notify the Person against whom such
indemnity may be sought (the "indemnifying party") in writing and the
indemnifying party shall assume the defense thereof, including the
employment of counsel reasonably satisfactory to the indemnified party, and
shall assume the payment of all reasonable fees and disbursements related
to such proceeding. In any such proceeding, any indemnified party shall
have the right to retain its own counsel, but the fees and expenses of such
counsel shall be at the expense of such indemnified party unless (x) the
indemnifying party and indemnified party shall have mutually agreed to the
retention of such counsel or (y) the named parties to any such proceeding
(including any impleaded parties) include both the indemnifying party and
the indemnified party and representation of both parties by the same
counsel would be inappropriate due to actual or potential differing
interests between them. It is understood that the indemnifying party shall
not, in connection with any proceeding or related proceedings in the same
jurisdiction, be liable for the reasonable fees and expenses of more than
one separate firm (in addition to any local counsel) at any time for all
such indemnified parties, and that all such fees and expenses shall be
reimbursed promptly after invoice. In the case of any such separate firm
for the indemnified parties, such firm shall be designated in writing by
the indemnified parties. The indemnifying party shall not be liable for any
settlement of any proceeding effected without its written consent but if
settled with such consent, the indemnifying party agrees to indemnify the
indemnified party from and against any loss or liability by reason of such
settlement. Notwithstanding the foregoing sentence, if at any time an
indemnified party shall have requested an indemnifying party to reimburse
the indemnified party for fees and expenses of counsel as contemplated by
the third sentence of this paragraph, the indemnifying party agrees that it
shall not unreasonably withhold its consent to any settlement of any
proceeding proposed by the indemnified party and shall be liable for any
such settlement if (i) such settlement is entered into more than 10
Business Days after receipt by such indemnifying party of the aforesaid
request and (ii) such indemnifying party shall not have reimbursed the
indemnified party in accordance with such request prior to the date of such
settlement. No indemnifying party shall, without the prior written consent
of the indemnified party, effect any settlement of any pending or
threatened proceeding in respect of which any indemnified party is or could
have been a party and indemnity could have been sought hereunder by such
indemnified party, unless such settlement includes an unconditional release
of such indemnified party from all liability arising out of such
proceeding.
(d) If the indemnification provided for in this Section 3.06 is unavailable to
the indemnified parties in respect of any losses, claims, damages or
liabilities referred to herein, then each such indemnifying party, in lieu
of indemnifying such indemnified party, shall contribute to the amount paid
or payable by such indemnified party as a result of such losses, claims,
damages or liabilities as between the Company on the one hand and the
Selling Holders on the other, in such proportion as is appropriate to
reflect the relative benefits received by the Company on the one hand and
the Selling Holders on the other from the offering of the Registrable
Securities, or if such allocation is not permitted by applicable law, in
such proportion as is appropriate to reflect not only the relative benefits
but also the relative fault of the Company on the one hand and the Selling
Holders on the other in connection with the statements or omissions which
resulted in such losses, claims, damages or liabilities, as well as any
other relevant equitable considerations. The relative benefits received by
the Company on the one hand and the Selling Holders on the other shall be
deemed to be in the same proportion as the total proceeds from the offering
(net of underwriting discounts and commissions but before deducting
expenses) received by the Company bear to the total underwriting discounts
and commissions received by the Selling Holders in each case as set forth
in the table on the cover page of the prospectus. The relative fault of the
Company on the one hand and of each Selling Holder on the other shall be
determined by reference to, among other things, whether the untrue or
alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied by such
party, and the parties' relative intent, knowledge, access to information
and opportunity to correct or prevent such statement or omission.
The Company and the Selling Holders agree that it would not be just and
equitable if contribution pursuant to this Section 3.06(d) were determined
by pro rata allocation or by any other method of allocation which does not
take account of the equitable considerations referred to in the immediately
preceding paragraph. The amount paid or payable by an indemnified party as
a result of the losses, claims, damages or liabilities referred to in the
immediately preceding paragraph shall be deemed to include, subject to the
limitations set forth above, any legal or other expenses reasonably
incurred by such indemnified party in connection with investigating or
defending any such action or claim. Notwithstanding the provisions of this
Section 3.06(d), no Selling Holder shall be required to contribute any
amount in excess of the amount by which the total price at which the
Registrable Securities of such selling Holder were offered to the public
exceeds the amount of any damages by which such selling Holder has
otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission. No Person guilty of fraudulent
misrepresentation (within the meaning of ss. II(f) of the Securities Act)
shall be entitled to contribution from any Person who was not guilty of
such fraudulent misrepresentation. Each Selling Holder's obligations to
contribute pursuant to this Section 3.06(d) are several in proportion to
the proceeds of the offering received by such Selling Holder bears to the
total proceeds of the offering received by all of the Selling Holders and
not joint.
3.07. Participation in Underwritten Registrations.
No Person may participate in any underwritten registration hereunder unless such
Person (a) agrees to sell such Person's securities on the basis provided in any
underwriting arrangements approved by the Company and holders of more than 50%
of the aggregate Registrable Securities to be included in such registration, and
(b) completes and executes all questionnaires, powers of attorney, indemnities,
underwriting agreements and other documents reasonably required under the terms
of such underwriting arrangements and these registration rights.
3.08. Holdback Agreements.
(a) To the extent not inconsistent with applicable law, each Holder agrees not
to effect any public sale or distribution of the issue being registered or
a similar security of the Company, or any securities convertible into or
exchangeable or exercisable for such securities, including a sale pursuant
to Rule 144 under the Securities Act during the 14 days prior to, and
during the 180-day period (or such shorter period as may be agreed to by
the Company) beginning on, the effective date of any registration statement
filed by the Company with respect to the sale of equity securities (other
than a filing pursuant to Form S-8) (except as part of such registration),
if and to the extent requested by the Company in the case of a
non-underwritten public offering or if and to the extent requested by the
managing underwriters in the case of an underwritten public offering.
(b) The Company and its Affiliates agree: (i) not to effect any public sale or
distribution of any securities similar to those being registered in
accordance with Section 3.01 or Section 3.02 hereof, or any securities
convertible into or exchangeable or exercisable for such securities, during
the 14 days prior to, and during the 90-day period beginning on, the
effective date of any registration statement (except as part of such
registration statement where holders of more than 50% of the aggregate
Registrable Securities to be included in such registration statement
consent) or the commencement of a public distribution of Registrable
Securities; and (ii) that any agreement entered into after the date of the
agreement pursuant to which the Company issues or agrees to issue any
privately placed securities shall contain a provision under which holders
of such securities agree not to effect any public sale or distribution of
any such securities during the periods described in (i) above, in each case
including a sale pursuant to Rule 144 under the Securities Act (except as
part of any such registration, if permitted); provided, however, that the
provisions of this paragraph (b) shall not prevent the conversion or
exchange of any securities pursuant to their terms into or for other
securities.
3.09. Third Party Rights.
Holders shall be considered third party beneficiaries of this Agreement and
shall be entitled to the rights granted hereunder.
3.10. No Other Registration Rights.
Except for the registration rights granted pursuant to this Agreement, so long
as the Class A Preferred Limited Partnership Interests shall be outstanding, the
Company shall not grant registration rights to, or effect any registration of
securities, of any other Person.
ARTICLE IV
MISCELLANEOUS
4.01. Entire Agreement.
This Agreement, together with the Securities Purchase Agreement and the
Partnership Agreement, contains the entire agreement among the parties to this
Agreement with respect to the transactions contemplated by this Agreement and,
except as expressly provided herein, supersedes all prior arrangements or
understandings with respect thereto (except for such agreements supplementing or
amending this Agreement which specifically make reference to this Section 4.01).
4.02. Descriptive Headings.
The descriptive headings of this Agreement are for convenience only and shall
not control or affect the meaning or construction of any provision of this
Agreement.
4.03. Notices.
All notices or other communications which are required or permitted hereunder
shall be in writing and sufficient if delivered personally or sent by facsimile
transmission, nationally recognized over-night courier or registered or
certified mail, postage prepaid, addressed as follows:
(a) If the Company: with a copy to:
Staff Leasing, L.P. Dechert Price & Rhoads
600 301 Boulevard West 477 Madison Avenue
Bradenton, Florida 34205 New York, New York 10022-5891
Attention: General Counsel Attn: Ronald R. Jewell
Fax No.: 941-741-4333 Fax No.: 212-308-2041
(b) If to Holders:
At the addresses provided from time to time to the Company by such
Holder.
Any such notices or communications shall be deemed to have been received: (i) if
delivered personally or sent by facsimile transmission (with transmission
confirmed in a writing) or nationally recognized overnight courier, on the date
of such delivery; or (ii) if sent by registered or certified mail, on the date
on which such mailing was received by the party to whom it was addressed. Any
party may by notice change the address to which notices or other communications
to it are to be delivered or mailed.
4.07. Governing Law.
(a) This Agreement shall be governed by and construed in accordance with the
Laws of the State of New York (other than the choice of law principles
thereof), except that the rights and obligations of the parties under the
Partnership Agreement shall be governed by the Laws of the State of
Delaware.
(b) Any action, suit or other proceeding initiated by any party hereto against
the others under or in connection with this Agreement may be brought in any
Federal or state court in the State of New York, as the party bringing such
action, suit or proceeding shall elect, having jurisdiction over the
subject matter thereof. The parties hereto hereby submit themselves to the
jurisdiction of any such court for the purpose of any such action and agree
that service of process on them in any such action, suit or proceeding may
be effected by the means by which notices are to be given to it under this
Agreement.
4.08. Assignability.
This Agreement shall not be assignable otherwise than by operation of law by
either party without the prior written consent of the other party, and any
purported assignment by either party without the prior written consent of the
other party shall be void. This Agreement shall inure to the benefit solely of
and be binding upon the parties hereto and their respective successors (whether
by merger or otherwise). Notwithstanding the foregoing, the rights of Holders
may be assigned by such Holders to any Person acquiring any Registrable
Securities from such Holders, provided such transfer is not prohibited under the
Partnership Agreement or the Securities Purchase Agreement.
4.09. Remedies.
The parties hereto acknowledge that the remedy at law for any breach of the
obligations undertaken by the parties hereto is and will be insufficient and
inadequate and that the parties hereto shall be entitled to equitable relief, in
addition to remedies at law. In the event of any action to enforce the
provisions of this Agreement, each of the parties hereto waive the defense that
there is an adequate remedy at law. Without limiting any remedies any party may
otherwise have, in the event any other party refuses to perform its obligations
under this Agreement, the parties shall have, in addition to any other remedy at
law or in equity, the right to specific performance.
4.10. Waivers and Amendments.
Any waiver of any term or condition of this Agreement, or any amendment or
supplementation of this Agreement, shall be effective only if in writing. A
waiver of any breach or failure to enforce any of the terms or conditions of
this Agreement shall not in any way affect, limit or waive a party's rights
hereunder at any time to enforce strict compliance thereafter with every term or
condition of this Agreement.
4.11. Third Party Rights.
Except as provided in Section 3.09 hereof, this Agreement shall not create
benefits on behalf of any third party; and this Agreement shall be effective
only as between the parties hereto.
4.12. Illegalities.
In the event that any provision contained in this Agreement shall be determined
to be invalid, illegal or unenforceable in any respect for any reason, the
validity, legality and enforceability of any such provision in every other
respect and the remaining provisions of this Agreement shall not, at the
election of the party for whose benefit the provision exists, be in any way
impaired.
4.13. Counterparts.
This Agreement may be executed in counterparts, and all such counterparts when
taken together shall constitute one Agreement.
<PAGE>
In witness whereof, the undersigned have executed and delivered this Agreement
as of the date first above written
STAFF CAPITAL, L.P.
By: Staff Acquisition, Inc.
General Partner
By: /s/ Charles S. Craig
---------------------------
Charles S. Craig
Co-Chairman of the Board of
Directors
Holders of Registrable Securities
Paribas Principal, Inc. Other Holders of Registrable Securities
By: /s/ Gary A. Binning By:/s/ Charles S. Craig
------------------- --------------------
Charles S. Craig
Attorney-in-Fact
Exhibit 4
Joint Filing Agreement
Each of the undersigned hereby acknowledges and agrees, in compliance
with the provisions of Rule 13d-1(k)(1) promulgated under the Securities
Exchange Act of 1934, as amended, that the Schedule 13D to which this Agreement
is attached as an Exhibit and any amendments thereto, will be filed with the
Securities and Exchange Commission jointly on behalf of the undersigned. This
Agreement may be signed by the undersigned in separate counterparts.
Dated: March 19, 1999
PARIBAS
By: /s/ Gary A. Binning
---------------------------------
Name: Gary A. Binning
Title: Managing Director
PARIBAS NORTH AMERICA, INC
By: /s/ John G. Martinez
---------------------------------
Name: John G. Martinez
Title: Financial Controller
PARIBAS PRINCIPAL, INC
By: /s/ Gary A. Binning
---------------------------------
Name: Gary A. Binning
Title: Director
