UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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)
December 21, 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) or 13d-1(g), check the following box
/ /.
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the Notes).
<PAGE>
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SCHEDULE 13D
- ---------------------------------
CUSIP No. 0008523811
- ---------------------------------
- -------- -----------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Paribas
- -------- -----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
/ / (a)
/ / (b)
- -------- -----------------------------------------------------------------------
3 SEC USE ONLY
- -------- -----------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
- -------- -----------------------------------------------------------------------
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 ownership of Paribas North America,
Inc. and its indirect ownership of Paribas Principal Incorporated. Such
shares of Staff Leasing, Inc. are not included above so as to avoid double
counting.
<PAGE>
- -------- -----------------------------------------------------------------------
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. 13-1929559
- -------- -----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
/ / (a)
/ / (b)
- -------- -----------------------------------------------------------------------
3 SEC USE ONLY
- -------- -----------------------------------------------------------------------
4 SOURCE OF FUNDS
WC, OO
- -------- -----------------------------------------------------------------------
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)
1.96
- -------- -----------------------------------------------------------------------
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
Incorporated through its ownership of Paribas Principal Incorporated. Such
shares of Staff Leasing, Inc. are not included above so as to avoid double
counting.
<PAGE>
- -------- -----------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Paribas Principal Incorporated I.R.S. Identification No. 13-3529118
- -------- -----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
/ / (a)
/ / (b)
- -------- -----------------------------------------------------------------------
3 SEC USE ONLY
- -------- -----------------------------------------------------------------------
4 SOURCE OF FUNDS
WC, OO
- -------- -----------------------------------------------------------------------
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)
10.69
- -------- -----------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- -------- -----------------------------------------------------------------------
<PAGE>
Paribas, Paribas North America, Inc. ("PNA") and Paribas Principal
Incorporated ("PPI" and, collectively with Paribas and PNA, the "Reporting
Persons") hereby amend the report on Schedule 13D, dated April 21, 1999 (as
amended, the "Schedule 13D"), filed by the Reporting Persons in respect of the
common stock (the "Common Stock"), par value $.01 per share, of Staff Leasing,
Inc. (the "Company"), a Florida corporation. Capitalized terms used but not
defined herein shall have the meaning attributed to such terms in the Schedule
13D. The principal executive offices of the Company are located at 600 301
Boulevard West, Bradenton, FL 34205.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 of Schedule 13D is hereby amended to reflect the changes in the
plan of the Reporting Persons regarding the Company, by deleting the paragraph
of Item 4 commencing with the words "Except as disclosed in this Item 4, ..."
and inserting the following instead:
"On December 17, 1999 the legal advisors of the Company contacted the
legal advisors of PPI and indicated that the Company would be willing to enter
into an agreement with PPI regarding certain rights and obligations of both
parties in connection with a possible sale process initiated by the Company. On
December 21, 1999, PPI and the Company entered into a confidentiality agreement
(the "Agreement") pursuant to which the Company agrees, upon PPI's request, to
provide PPI with access to certain non-public information about the Company in
order to allow PPI to evaluate a possible acquisition of the Company. Under the
Agreement, PPI agrees (i) to treat confidentially and not disclose such
non-public information except, after the Restricted Period (as defined below) as
required by law, (ii) not to use any such non-public information for any purpose
other than a possible acquisition of the Company and (iii) until the earlier of
(x) February 29, 2000, (y) the day on which the Company enters into or announces
an intention to enter into an acquisition transaction and (z) January 30, 2000,
if on or prior to such date, the Company has not delivered to PPI and other
persons having expressed an interest in an acquisition transaction a proposed
form of an acquisition agreement (the "Restricted Period"), to not nominate
individuals for election to the board of directors of the Company at the
Company's 2000 annual meeting or discuss the acquisition of the Company with
other persons who have signed a similar agreement with the Company. The Company
has amended its by-laws to permit shareholders to submit nominees for election
to the board of directors of the Company at the Company's 2000 annual meeting
after the Restricted Period until and including March 11, 2000. A copy of the
Agreement is attached hereto as an exhibit.
No assurances can be given (i) that PPI will request access to
non-public information about the Company, (ii) that any of the Reporting Persons
will make an offer for the Company or (iii) if an offer for the Company is made
by any of the Reporting Persons, at what price such offer would be made.
In addition, the Reporting Persons will continue to evaluate the
business, operations and management of the Company and the Reporting Persons
may, subject to their obligations under the Agreement, determine in the future
to take one or more of the following actions as they may deem appropriate under
the circumstances then existing:
(a) the acquisition 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) the nomination of persons for election to the board of directors of
the Company; or
(e) any action similar to any of those enumerated above."
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Item 7 of Schedule 13D is hereby amended by adding at the end thereof
the following:
"5. Confidentiality Agreement, dated December 21, 1999 among the
Company and Paribas."
<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: December 22, 1999
PARIBAS
By:/s/Gary Binning
-------------------------------
Name: Gary Binning
Title: Managing Director
PARIBAS NORTH AMERICA, INC.
By:/s/Gary Binning
-------------------------------
Name: Gary Binning
Title: Managing Director
PARIBAS PRINCIPAL INCORPORATED
By:/s/Gary Binning
-------------------------------
Name: Gary Binning
Title: Director
[Letterhead of Staff Leasing]
Paribas Principal Partners Incorporated
The Equitable Tower
787 Seventh Avenue
New York, NY 10019
December 21, 1999
Dear Sirs:
In connection with your consideration of a possible acquisition (an
"Acquisition Transaction") of Staff Leasing, Inc. ("the Company"), the Company
hereby agrees, upon the request of Paribas Principal Partners Incorporated
("Paribas"), to provide Paribas with reasonable access to management and to make
nonpublic information available to Paribas and agrees that such access and
information to be provided and made available (i) shall in the Company's good
faith opinion be the type and kind of access and information that would
customarily be provided to a third party that is exploring a possible
acquisition transaction with the Company and (ii) shall generally and in all
material respects be no less favorable than the access and information provided
to any other party that may be exploring a possible acquisition transaction with
the Company; provided that the Company shall not be required to produce or
generate any information it does not otherwise have available. As a condition to
our furnishing such information to you, and giving you access to management, we
are requiring that you agree, and by entering into this letter agreement (this
"Agreement") you hereby do agree, (i) to treat confidentially, and to not
disclose to any person (other than disclosures expressly permitted by the terms
hereof or to which the Company shall have consented in writing), all information
(including information relating to the status of or any facts regarding the
process the Company is running to evaluate any Acquisition Transactions) that is
furnished by or on behalf of the Company, its agents or its representatives
(including attorneys and financial advisors) to you or your directors, officers,
employees, agents, advisors, prospective financing sources, affiliates or
representatives or those of your agents, advisors or prospective financing
sources (all the foregoing collectively referred to as "Representatives"),
whether furnished before or after the date of this Agreement, and all notes,
analyses, compilations, studies or other documents or material, whether prepared
by you or others, which contain or otherwise reflect such information
(collectively, the "Evaluation Material") and (ii) to not use any of the
Evaluation Material for any purpose other than evaluating a possible Acquisition
Transaction. You further agree that, without the Company's prior written
consent, you and your Representatives will not, directly or indirectly, have any
contact with any customer, supplier or insurance provider of the Company
regarding an Acquisition Transaction.
The term "Evaluation Material" does not include information that (a) is
or becomes generally available to the public other than as a result of a
disclosure by you or your Representatives, (b) was available to you on a
non-confidential basis prior to its disclosure to you by the Company, its
representatives or its agents, or (c) becomes available to you on a
non-confidential basis from a source other than the Company, its representatives
or its agents, provided that such source is not, to your knowledge, bound by a
confidentiality agreement with the Company, its representatives or its agents
and is not, to your knowledge, otherwise prohibited from transmitting the
information to you or your Representatives by a contractual, legal or fiduciary
obligation.
It is understood that you may disclose any of the Evaluation Material
to those of your Representatives who require such material for the purpose of
evaluating a possible Acquisition Transaction; provided, however, that such
Representatives shall be informed by you of the confidential nature of the
Evaluation Material. You agree that the Evaluation Material will be kept
confidential by your Representatives and that your Representatives will not
disclose to any person (other than disclosures expressly permitted by the terms
hereof or to which the Company shall have consented in writing) any of the
Evaluation Material. You further agree that your Representatives will not use
any of the Evaluation Material for any purpose other than evaluating a possible
Acquisition Transaction on your behalf. Without the prior written consent of
Paribas (and except to the extent as may be required by law, including without
limitation, the United States securities laws), the Company may not disclose to
any person the fact that you are considering a possible Acquisition Transaction
or any of the terms, conditions or other facts with respect thereto. The term
"person" as used in this Agreement shall be broadly interpreted to include,
without limitation, any corporation, company, partnership, bank or individual.
Notwithstanding anything to the contrary contained in this Agreement, you may,
following the Restricted Period (as defined below), disclose any Evaluation
Material to the extent as may be required by law, including without limitation,
the United States securities laws.
In the event that you or any of your Representatives are compelled by
deposition, interrogatory, subpoena or civil investigative demand to disclose
any of the Evaluation Material, it is agreed that you or such Representative, as
the case may be, will provide the Company with prompt notice of each such
requirement so that the Company may seek promptly an appropriate protective
order or other appropriate remedy and/or waive your or such Representative's
compliance with the provisions of this Agreement. In the event that such
protective order or other remedy is not obtained promptly, you or such
Representative may furnish that portion (and only that portion) of the
Evaluation Material or other information which, in the written opinion of your
counsel, you are legally required to disclose and will exercise your reasonable
best efforts to obtain reliable assurance that confidential treatment will be
accorded any Evaluation Material or other information so furnished.
In addition, you hereby acknowledge that you are aware (and that your
Representatives who are apprised of this matter have been or will be advised)
that the United States securities laws restrict persons with material non-public
information about a company obtained directly or indirectly from that company
from purchasing or selling securities of such company and from communicating
such information to any other person under circumstances in which it is
reasonably foreseeable that such person is likely to purchase or sell such
securities. Nothing herein shall constitute an admission by any party that any
Evaluation Material in fact contains material nonpublic information concerning
the Company.
You agree that, prior to the earlier of (x) February 29, 2000, (y) the
day on which the Company enters into or announces an intention to enter into an
Acquisition Transaction and (z) January 30, 2000, if on or prior to such date
the Company has not delivered to you and other person having expressed an
interest in an Acquisition Transaction a proposed form of acquisition agreement
with respect to an Acquisition Transaction (the "Restricted Period"), you shall
not, and shall not cause your affiliates to (a) submit nominees for election to
the board of directors of the Company at the Company's 2000 annual meeting or
(b) enter into any discussions, negotiations, arrangements, understandings or
agreements (whether written or oral) with any persons which, to your knowledge
after due inquiry has, prior to the date hereof, entered into an agreement with
the Company containing restrictions on the use by such person of confidential
material and which restricts in certain circumstances the acquisition of all or
part of the Company, in each case, in connection with a possible Acquisition
Transaction (it being understood that, without limiting the generality of the
foregoing, you shall not be permitted to act as a joint bidder or co-bidder with
any other person with respect to any such Acquisition Transaction). You also
agree during such period not to publicly request the Company (or its directors,
officers, employees or agents), directly or indirectly, to amend or waive any
provision of this paragraph (including this sentence).
The Company hereby represents and warrants to you that it has caused
its Bylaws to be amended so that you may submit, after the Restricted Period but
on or prior to March 11, 2000, nominees for election to the board of directors
of the Company at the Company's 2000 annual meeting. The Company further
represents and warrants to you that a true and complete copy of the amended
Bylaws is attached hereto as Exhibit A.
You agree that, prior to the eighteen month anniversary of the date of
this Agreement, you will not and will not cause your affiliates to solicit for
employment or hire any of the officers of the Company or any of its
subsidiaries, or any of the employees of the Company or any of its subsidiaries
(but excluding worksite employees) with whom you have had contact during the due
diligence process contemplated hereby or that have otherwise been identified to
you by the Company during the due diligence process without first obtaining the
written consent of the Company so long as such persons are employed by the
Company or any of its subsidiaries or were so employed at any time within six
months of such solicitation by you. It is understood and agreed that the above
provisions against solicitation shall not prohibit any general solicitation not
directed specifically to such officers or employees.
You will promptly upon the written request of the Company destroy or
deliver to the Company all documents or other matter furnished to you or your
Representatives by or on behalf of the Company, its agents or its
representatives constituting or containing Evaluation Material, together with
all copies thereof in the possession of you or your Representatives. In the
event of such request, you will promptly destroy all other documents or other
matter constituting or containing Evaluation Material in the possession of you
or your Representatives, with any such destruction promptly confirmed by you in
writing to the Company except to the extent that certain materials are required
to be maintained in accordance with existing internal compliance policies or
procedures (such as credit memoranda) or by law.
The Company agrees that it is not party to any similar agreements with
provisions that are less restrictive than those set forth in this Agreement and
should it enter into a similar agreement with any other person with provisions
that are less restrictive that those set forth in this letter agreement, it
shall give notice thereof to you and provide you a copy of such less restrictive
provisions, and this Agreement will be deemed to be automatically amended so
that you have the benefit of such less restrictive provisions and, that to the
extent the Company is or becomes party to any such agreement with another party,
it has not waived, and will not waive, any provisions of such agreement without
waiving the similar provisions of this agreement; provided that the foregoing
shall not be applicable in the event the Company advises you that you (i) are no
longer subject to the restrictions contained in the sixth paragraph of this
Agreement and (ii) you may disclose Evaluation Material to the extent legally
required to make acquisitions of the Company's securities.
Although you understand that the Company has endeavored to include in
the Evaluation Material information known to it which it believes to be relevant
for the purpose of your investigation, you further understand that neither the
Company nor its agents or representatives makes any representation or warranty
as to the accuracy or completeness of the Evaluation Material. You agree that
neither the Company nor its officers, directors, agents or representatives shall
have any liability to you or any of your Representatives resulting from the use
of the Evaluation Material by you or such Representatives. Only those
representations and warranties that may be made to you or your affiliates in a
definitive written agreement regarding an Acquisition Transaction, when, as and
if executed and subject to such limitations and restrictions as may be specified
therein, shall have any legal effect, and you agree that if you determine to
engage in an Acquisition Transaction such determination will be based solely on
the terms of such written agreement and on your own investigation, analysis and
assessment of the business to be acquired. Moreover, unless and until such a
definitive written agreement is entered into, neither the Company nor you will
be under any legal obligation of any kind whatsoever with respect to such an
Acquisition Transaction except for the matters specifically agreed to in this
Agreement.
It is further understood and agreed that the Company will arrange for
appropriate contacts for the due diligence process. It is also understood and
agreed that all (i) requests for site visits and (ii) discussions or questions
regarding procedures will be submitted or directed exclusively to Jim Katzman of
Goldman, Sachs & Co. (212-902-0924) (or a person designated by him).
Each of the Company and you hereby acknowledge that money damages would
be both incalculable and an insufficient remedy for any breach of this Agreement
by the Company, you or your Representatives and that any such breach would cause
you or, as the case may be, the Company irreparable harm. Accordingly, you agree
that in the event of any breach or threatened breach of this Agreement, the
Company, in addition to other remedies at law or in equity it may have, shall be
entitled, without the requirement of posting a bond or other security, to
equitable relief, including injunctive relief and specific performance.
The terms of this Agreement may be amended, modified or waived only by
a separate writing signed by the Company and you expressly so amending,
modifying or waiving such terms. It is understood and agreed that no failure or
delay by the Company or you in exercising any right, power or privilege
hereunder shall operate as a waiver thereof nor shall any single or partial
exercise thereof preclude any other or further exercise thereof or the exercise
of any right, power or privilege hereunder. The invalidity or unenforceability
of any provision of this Agreement shall not affect the validity or
enforceability of any other provision of this Agreement, which shall remain in
full force and effect. You and the Company agree and consent to personal
jurisdiction and service and venue in any federal or state court within the
State of New York having subject matter jurisdiction, for the purpose of any
action, suit or proceeding arising out of or relating to this Agreement. This
Agreement shall be governed by and construed in accordance with the laws of the
State of New York applicable to contacts made and to be fully performed in such
State. This Agreement supersedes any prior confidentiality agreement relating to
the subject matter hereof executed by you with the Company.
The obligations of confidentiality set forth herein shall remain in
effect until the earlier to occur of (i) the second anniversary of this
Agreement and (ii) the consummation of an Acquisition Transaction between you
and the Company.
If you are in agreement with the foregoing, please sign and return one
copy of this letter, which thereupon will constitute our agreement with respect
to the subject matter hereof.
Very truly yours,
STAFF LEASING, INC.,
By:/s/ John Panning
-----------------------------------
Name:
Title:
Confirmed and agreed to as of
the date first above written:
PARIBAS PRINCIPAL PARTNERS INCORPORATED
By:/s/Gary Binning
---------------------------------
Name:
Title:
RESOLUTION OF THE BOARD OF DIRECTORS
OF STAFF LEASING, INC.
December 21, 1999
RESOLVED, that the Bylaws of Staff Leasing, Inc. shall be and hereby
are amended as follows:
The words "Except as provided in Section 2.5(e)," shall be inserted at
the beginning of the second sentence of Section 2.5(c).
In Article 2.5, the following paragraph shall be added as Section
2.5(e):
"(e) Notwithstanding anything in these Bylaws to the contrary, solely
in connection with the Corporation's 2000 annual meeting, a shareholder's notice
of nomination of persons for election to the Board of Directors set forth in
this Section 2.5 shall be valid if (x) such notice is received at the principal
executive offices of the Corporation on or before March 11, 2000 and (y) such
notice otherwise complies with the notice procedures for shareholder's
nominations set forth in these Bylaws."
