SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13D/A
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO
FILED PURSUANT TO RULE 13d-2(a)
(Amendment No. 2)
Barrett Business Services, Inc.
-------------------------------
(Name of Issuer)
Common Stock, Par Value $0.01 Per Share
---------------------------------------
(Title of Class of Securities)
068463108
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(CUSIP Number of Class of Securities)
Wynnefield Partners Small Cap Value, L.P.
One Penn Plaza - Suite 4720
New York, New York 10119
(212) 760-0814
Attention: Mr. Nelson Obus
--------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
Copy to:
Shahe Sinanian, Esq.
Greenberg Traurig, LLP
200 Park Avenue
New York, New York 10166
(212) 801-9200
June 26, 1998
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June 1, 2000
------------
(Dates of Events which Require Filing of this Statement)
If the filing person has previously filed a Statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D and if filing this
Schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
[_].
(continued on following (Pages)
(Page 1 of 10 Pages)
<PAGE>
SCHEDULE 13D/A
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CUSIP No. 068463108 Page 2 of 10 Pages
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1. NAME OF REPORTING PERSON: Wynnefield Partners Small Cap Value, L.P.
S.S. OR I.R.S. IDENTIFICATION N0. OF ABOVE PERSON: 13-3688497
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)[X]
(b)[_]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
WC (SEE ITEM 3)
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [_]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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NUMBER OF 7. SOLE VOTING POWER
SHARES 220,980 shares on June 26, 1998
237,300 shares on June 1, 2000
-----------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY None
EACH REPORTING -----------------------------------------------------
PERSON 9. SOLE DISPOSITIVE POWER
WITH 220,980 shares on June 26, 1998
237,300 shares on June 1, 2000
----------------------------------------------------
10. SHARED DISPOSITIVE POWER
None
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
220,980 shares on June 26, 1998
237,300 shares on June 1, 2000
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.3% of Common Stock on June 26, 1998
3.2% of Common Stock on June 1, 2000
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14. TYPE OF REPORTING PERSON
PN
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(Page 2 of 10 Pages)
<PAGE>
SCHEDULE 13D/A
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CUSIP No. 068463108 Page 3 of 10 Pages
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1. NAME OF REPORTING PERSON: Wynnefield Small Cap Value Offshore Fund, Ltd.
S.S. OR I.R.S. IDENTIFICATION N0. OF ABOVE PERSON: Not Applicable
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)[X]
(b)[_]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
WC (SEE ITEM 3)
--------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [_]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS
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NUMBER OF 7. SOLE VOTING POWER
SHARES 102,200 shares on June 26, 1998
127,900 shares on June 1, 2000
-----------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY None
EACH REPORTING ------------------------------------------------------
PERSON 9. SOLE DISPOSITIVE POWER
WITH 102,200 shares on June 26, 1998
127,900 shares on June 1, 2000
------------------------------------------------------
10. SHARED DISPOSITIVE POWER
None
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
102,200 shares on June 26, 1998
127,900 shares on June 1, 2000
--------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.5% of Common Stock on June 26, 1998
1.7% of Common Stock on June 1, 2000
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14. TYPE OF REPORTING PERSON
CO
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(Page 3 of 10 Pages)
<PAGE>
SCHEDULE 13D/A
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CUSIP No. 068463108 Page 4 of 10 Pages
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1. NAME OF REPORTING PERSON Wynnefield Partners Small Cap Value, L.P. I
S.S. OR I.R.S. IDENTIFICATION N0. OF ABOVE PERSON: 13-3953291
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)[X]
(b)[_]
--------------------------------------------------------------------------------
3. SEC USE ONLY
--------------------------------------------------------------------------------
4. SOURCE OF FUNDS
WC (SEE ITEM 3)
--------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [_]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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NUMBER OF 7. SOLE VOTING POWER
SHARES 198,520 shares on June 26, 1998
309,800 shares on June 1, 2000
-----------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY None
EACH REPORTING ------------------------------------------------------
PERSON 9. SOLE DISPOSITIVE POWER
WITH 198,520 shares on June 26, 1998
309,800 shares on June 1, 2000
------------------------------------------------------
10. SHARED DISPOSITIVE POWER
None
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
198,520 shares on June 26, 1998
309,800 shares on June 1, 2000
--------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.9% of Common Stock on June 26, 1998
4.2% of Common Stock on June 1, 2000
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14. TYPE OF REPORTING PERSON
PN
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(Page 4 of 10 Pages)
<PAGE>
Item 1. Security and Issuer.
This Statement relates to shares of Common Stock, $0.01 par value per
share (the "Shares"), of Barrett Business Services, Inc., a Maryland corporation
(the "Issuer"). The principal executive offices of the Issuer are located at
4724 SW Macadam Avenue, Portland, Oregon 97201.
Item 2. Identity and Background.
(a), (b), (c) and (f). This Statement is being filed by Wynnefield
Partners Small Cap Value, L.P. (the "Partnership"), Wynnefield Small Cap Value
Offshore Fund, Ltd. (the "Fund"), and Wynnefield Partners Small Cap Value, L.P.
I (the "Partnership-I"). Although the Partnership, the Fund and Partnership-I
are each separate and distinct entities with different beneficial owners
(whether designated as limited partners or stockholders), for the convenience of
reporting their holdings, in this Statement, they are sometimes referred to
collectively as the "Wynnefield Group".
Wynnefield Capital Management, LLC, a New York limited liability company
("WCM"), is the general partner of the Partnership and Partnership-I, private
investment companies organized as limited partnerships under the laws of the
State of Delaware. Nelson Obus and Joshua Landes are the managing members of WCM
and the principal executive officers of Wynnefield Capital, Inc., the investment
manager of the Fund, a private investment company organized under the laws of
the Cayman Islands. Mr. Obus and Mr. Landes are citizens of the United States of
America.
The business address of Mr. Obus, Mr. Landes, WCM, and each of the
entities in the Wynnefield Group is One Penn Plaza, Suite 4720, New York, New
York 10119.
(d) and (e). During the last five years, and the five years prior to the
date of the first event which required the filing of this Statement, neither Mr.
Obus, Mr. Landes, WCM, nor any of the entities comprising the Wynnefield Group
has been (i) convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
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 Wynnefield Group entities purchased their Shares, separately from
each other, for the consideration shown in the following table:
(Page 5 of 10 Pages)
<PAGE>
Name Number of Shares Purchased* Consideration Paid
---- --------------------------- ------------------
Partnership 18,714 $99,418.13
Partnership-I 50,500 $391,618.75
Fund 7,700 $40,906.25
Each member of the Wynnefield Group maintains a separate investment
fund, consisting of capital contributions from their respective partners and
investors and capital appreciation derived therefrom for the principal purpose
of buying and selling securities (including financial and money market
instruments) and interests in domestic and foreign securities, including,
without limitation, convertible securities, stock index features contracts,
options, puts and calls on stock and warrants.
Item 4. Purposes of Transaction.
Each member of the Wynnefield Group purchased the Shares reported in
Item 5 below for their own account, and for investment purposes.
Except as set forth above, no member of the Wynnefield Group has any
present plans or intentions that would result in or relate to any of the
transactions described in subparagraphs (a) through (j) of Item 4 of Schedule
13D.
Item 5. Interests in Securities of the Issuer.
(a) As of the close of business on the date hereof, the three entities
referred to as the Wynnefield Group beneficially owned a total of 675,000 Shares
after giving effect to the transactions set forth in Item 3 of this Statement.
Mr. Obus and Mr. Landes, by virtue of their status as managing members of WCM,
the general partner of the Partnership and Partnership-I, and as officers of the
Fund's investment manager, may be deemed to have indirect beneficial ownership
of the Shares owned by the three entities referred to as the Wynnefield Group.
However, Mr. Obus and Mr. Landes, as stated below, disclaim any
beneficial ownership of such Shares. The Shares owned by the three entities
referred to as the Wynnefield Group represent approximately 9.25% of the
outstanding Shares of Common Stock of the Issuer, based on the 7,295,298 Shares
of Common Stock reported as outstanding on July 31, 2000 in the Issuer's latest
Quarterly Report on Form 10-Q for the period ending June 30, 2000.
Pursuant to Rule 13d-4 of the General Rules and Regulations under the
Securities and Exchange Act of 1934, as amended (the "Exchange Act"), Mr. Obus
and Mr. Landes disclaim beneficial ownership of any Shares owned by the three
entities comprising the Wynnefield
--------
* The number of shares listed in this table represent an aggregate of
purchase transactions of shares which occurred on the two reportable event dates
of June 26, 1998 and June 1, 2000 (the "Reportable Event Dates"). On each of the
Reportable Event Dates, the Wynnefield Group's purchase of shares of the Issuer
resulted in a material increase in the percentage of the Common Stock
beneficially owned by the Wynnefield Group, in an amount equal to one percent or
more of the Common Stock of the Issuer.
(Page 6 of 10 Pages)
<PAGE>
Group and disclaim membership in the Wynnefield Group with respect to the Shares
for purposes of Sections 13(d) and 13(g) of the Exchange Act or for any other
purpose under any other provision of the Exchange Act or the rules and
regulations promulgated thereunder.
(b) Mr. Obus and Mr. Landes, by virtue of their status as the managing
members of WCM, the general partner of the Partnership and Partnership-I, and as
officers of the Fund's investment manager, have the power to vote or to direct
the vote and the power to dispose and to direct the disposition of the Shares
owned by each of the three entities comprising the Wynnefield Group.
(c) The Wynnefield Group has made purchases and sales in the Shares
since their most recent filing on Schedule 13D as follows:
Name Transaction Date Number of Shares Price Per Share
---- ----------- ---- ---------------- ---------------
Partnership Purchase January 6, 1998 2,400 $11.8125
Partnership Purchase January 8, 1998 2,700 $11.1667
Partnership Purchase January 9, 1998 4,500 $11.1458
Partnership Purchase February 27, 1998 2,000 $10.875
Partnership Purchase July 7, 1998 4,240 $9.5625
Partnership Purchase July 14, 1998 16,112 $9.625
Partnership Purchase August 6, 1998 3,937 $8.875
Partnership Purchase September 11, 1998 2,000 $8.1875
Partnership Purchase October 8, 1998 1,000 $6.25
Partnership Purchase October 12, 1998 3,000 $6.1875
Partnership Purchase October 15, 1998 2,500 $6.1875
Partnership Sell December 31, 1998 10,000 $6.50
Partnership Purchase April 14, 1999 2,000 $7.21
Partnership Purchase April 19, 1999 1,600 $6.375
Partnership Sell July 13, 1999 30,000 $9.75
Partnership Purchase November 17, 1999 269,617 $6.9531
Partnership Sell December 21, 1999 269,600 $7.00
(Page 7 of 10 Pages)
<PAGE>
Partnership Purchase March 29, 2000 1,200 $6.125
Partnership Purchase June 1, 2000* 18,714 $5.3125
Partnership -I Purchase January 6, 1998 1,600 $11.8125
Partnership - I Purchase January 8, 1998 1,800 $11.1667
Partnership - I Purchase January 9, 1998 3,000 $11.1458
Partnership - I Purchase February 27, 1998 8,000 $10.875
Partnership - I Purchase March 2, 1998 2,000 $10.4375
Partnership - I Purchase March 3, 1998 4,000 $10.4375
Partnership - I Purchase April 16, 1998 10,000 $11.4688
Partnership - I Purchase June 26, 1998* 28,600 $9.625
Partnership -I Purchase July 7, 1998 3,760 $9.5625
Partnership -I Purchase July 14, 1998 14,288 $9.625
Partnership - I Purchase August 4, 1998 5,000 $9.3125
Partnership -I Purchase August 6, 1998 3,563 $8.875
Partnership - I Purchase August 31, 1998 2,586 $8.625
Partnership -I Purchase September 11, 1998 2,000 $8.1875
Partnership -I Purchase October 8, 1998 2,000 $6.25
Partnership -I Purchase October 12, 1998 5,000 $6.1875
Partnership -I Purchase October 15, 1998 3,500 $6.1875
Partnership -I Purchase December 31, 1998 10,000 $6.50
Partnership - I Purchase April 7, 1999 2,400 $6.25
Partnership -I Purchase April 14, 1999 2,000 $7.21
Partnership -I Purchase April 19, 1999 2,000 $6.375
(Page 8 of 10 Pages)
<PAGE>
Partnership -I Purchase July 13, 1999 30,000 $9.75
Partnership -I Sell November 17, 1999 296,617 $6.9531
Partnership -I Purchase December 21, 1999 269,600 $7.00
Partnership -I Purchase March 29, 2000 1,300 $6.125
Partnership -I Purchase June 1, 2000* 21,900 $5.3125
Fund Purchase January 6, 1998 1,000 $11.8125
Fund Purchase February 27, 1998 10,000 $10.875
Fund Purchase June 25, 1998 4,000 $9.25
Fund Purchase July 7, 1998 2,000 $9.5625
Fund Purchase July 14, 1998 7,600 $9.625
Fund Purchase August 6, 1998 2,000 $8.875
Fund Purchase September 11, 1998 1,000 $8.1875
Fund Purchase October 8, 1998 1,000 $6.25
Fund Purchase October 12, 1998 2,000 $6.1875
Fund Purchase October 15, 1998 1,000 $6.1875
Fund Purchase April 14, 1999 900 $7.21
Fund Purchase March 29, 2000 500 $6.125
Fund Purchase June 1, 2000* 7,700 $5.3125
*Each of these dates is a Reportable Event Date, which caused the
Wynnefield Group's beneficial ownership of the Common Stock of the Issuer to
increase by more than one percent.
(d) The entities comprising the Wynnefield Group, as owners of an
aggregate of 675,000 Shares (representing 9.25% of the outstanding Shares),
has the right to receive or the power to direct the receipt of dividends from,
or the proceeds from the sale of the Shares, but only from such Shares.
(e) Not applicable.
(Page 9 of 10 Pages)
<PAGE>
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
Neither Mr. Obus, Mr. Landes, WCM, nor any of the entities comprising
the Wynnefield Group has any contracts, arrangements, understandings or
relationships (legal or otherwise) with any person with respect to any
securities of the Issuer, including but not limited to any contracts,
arrangements, understandings or relationships concerning the transfer or voting
of such securities, finder's fees, joint ventures, loan or option arrangements,
puts or calls, guarantees of profits, division of profits or losses, or the
giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits.
Not applicable.
SIGNATURE
After reasonable inquiry and to the best of their knowledge and belief,
the undersigned certify that the information set forth in this Statement is
true, complete and correct.
Dated: October 24, 2000
WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P.
WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P. I
By: Wynnefield Capital Management, LLC,
General Partner
By: /s/ Nelson Obus
-----------------------------
Nelson Obus, Managing Member
WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND, LTD.
By: Wynnefield Capital, Inc.
By: /s/ Nelson Obus
---------------------
Nelson Obus, President
(Page 10 of 10 Pages)
