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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
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Barrett Business Services, Inc.
(Name of Issuer)
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Common Stock, $.01 par value
(Title of Class of Securities)
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068463 10 8
(CUSIP Number)
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William W. Sherertz
Barrett Business Services, Inc.
4724 S.W. Macadam Avenue
Portland, Oregon 97201
Telephone: (503) 220-0988
(Name, Address, and Telephone Number of Person Authorized
to Receive Notices and Communications)
Copy to:
Mary Ann Frantz
Miller, Nash, Wiener, Hager & Carlsen
111 S.W. Fifth Avenue, Suite 3500
Portland, Oregon 97204
Telephone: (503) 224-5858
February 14, 1996
(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 13-1(b)(3) or (4), check the following
box [ ].
Check the following box if a fee is being paid with the statement [ ].
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CUSIP No. 068463 10 8
1. Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
William W. Sherertz
###-##-####
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2. Check the Appropriate Box if a Member of a Group
[ ] (a)
[X] (b)
3. SEC Use Only
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4. Source of Funds
OO, PF
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5. [ ] Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
6. Citizenship or Place of Organization
United States
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Number of Shares Beneficially Owned by Each Reporting Person With:
7. Sole Voting Power
1,841,600
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8. Shared Voting Power
-0-
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9. Sole Dispositive Power
1,841,600
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10. Shared Dispositive Power
-0-
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,841,600
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12. [ ] Check Box if the Aggregate Amount in Row 11 Excludes
Certain Shares
13. Percent of Class Represented by Amount in Row 11
28.2 percent
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14. Type of Reporting Person
IN
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Item 1. Security and Issuer.
The title of the class of equity securities to which this
Amendment No. 2 to statement on Schedule 13D ("Statement") relates is
common stock, $.01 par value ("Common Stock") of Barrett Business
Services, Inc., a Maryland corporation ("Company"). The address of
the Company's principal executive offices is 4724 S.W. Macadam Avenue,
Portland, Oregon 97201.
Item 2. Identity and Background.
(a)-(c), (f) This Statement is filed by William W. Sherertz
("Mr. Sherertz"), whose business address is 4724 S.W. Macadam Avenue,
Portland, Oregon 97201. Mr. Sherertz's present principal occupation
is president of the Company. The Company provides light industrial,
clerical and technical employees to a wide range of businesses both on
a temporary and a longer-term leased basis. The Company's address is
set forth in Item 1. Mr. Sherertz is a citizen of the United States.
(d)-(e) During the last five years, Mr. Sherertz has not
(i) been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (ii) been 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.
On October 28, 1991, Mr. Sherertz purchased from the Company
one share of its capital stock for $8,000. The funds used for the
purchase were Mr. Sherertz's personal funds and not funds he borrowed.
At the time of the purchase, the Company had outstanding
250 additional shares of capital stock, all of which were held by
Nancy B. Sherertz ("Ms. Sherertz").
In a letter agreement ("Agreement") dated August 17, 1992,
Mr. and Ms. Sherertz agreed to divide their holdings of Company
capital stock equally upon the closing of an underwriting agreement
for an initial public offering of Company capital stock. The
Agreement was entered into by Ms. Sherertz for personal reasons based
on her then marital relationship with Mr. Sherertz and also to
recognize his contribution to the Company's growth and his efforts to
establish a public market for the Common Stock.
In March 1993, the outstanding capital stock of the Company
was split into Common Stock at the rate of 7,968 shares for each
previously outstanding share of capital stock, and the shares
previously held by Mr. Sherertz and Ms. Sherertz were changed into
7,968 and 1,992,032 shares of Common Stock, respectively.
On June 18, 1993, an underwritten initial public offering of
Common Stock by the Company closed and, pursuant to the Agreement,
Ms. Sherertz transferred 992,032 shares of her Common Stock to
Mr. Sherertz.
On July 22, 1993, Mr. Sherertz purchased 2,000 shares of
Common Stock in an open market transaction for $16,500. The funds
used for the purchase were Mr. Sherertz's personal funds and not funds
that he borrowed.
On May 23, 1994, Mr. Sherertz became entitled to 1,002,000
additional shares of Common Stock as a result of the stock split
described in Item 5(c)(2).
On August 10, 1994, Mr. Sherertz acquired 17,500 shares of
Common Stock upon exercise of an employee stock option. Mr. Sherertz
tendered 7,000 shares of Common Stock in payment of the option
exercise price.
Item 4. Purpose of Transaction.
As described in Item 3, Ms. Sherertz transferred 992,032
shares of her Common Stock to Mr. Sherertz for personal reasons and
also to recognize Mr. Sherertz's contribution to the Company's growth
and his efforts to establish a public market for the Common Stock.
Mr. Sherertz has no present 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 plans 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 Securities Exchange Act of 1934; or
(j) Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
(a)-(b) Mr. Sherertz beneficially owns 1,841,600 shares of
Common Stock or 28.2 percent of the outstanding Common Stock.
Mr. Sherertz has sole power to vote and sole power to dispose of such
shares. Mr. Sherertz directly owns 1,782,100 of such shares and has
the right to acquire 59,500 of such shares pursuant to the exercise of
employee stock options which are exercisable in the next 60 days.
(c) During the past 60 days, the only transaction in Common
Stock by Mr. Sherertz occurred on February 14, 1996, on which date
Mr. Sherertz sold in an open market transaction 50,000 shares of
Common Stock at a price of $14.875 per share.
(d)-(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
Except for the Agreement (which has been performed) and the
employee stock options listed in Item 7(b), there are no contracts,
arrangements, understandings or relationships (legal or otherwise)
between Mr. Sherertz and any other person with respect to any
securities of the Company, including but not limited to transfer or
voting of any of the securities, finders' fees, joint ventures, loan
or option arrangements, puts or calls, guarantees of profits, division
of profits or loss, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits.
(a) Letter agreement between Nancy B. Sherertz and William W.
Sherertz dated August 17, 1992. Incorporated by reference to
Exhibit 10.6 to the Company's registration statement on Form S-3
(No. 33-61804) effective June 11, 1993.
(b) Employee stock option dated June 18, 1993, to purchase
70,000 shares of Common Stock at $3.50 per share (as adjusted for
the May 1994 stock split) granted to William W. Sherertz by the
Company.*
(c) Employee stock option dated February 18, 1994, to
purchase 70,000 shares of Common Stock at $9.50 per share (as
adjusted for the May 1994 stock split) granted to William W.
Sherertz by the Company.**
(d) Employee stock option dated August 10, 1994, to purchase
7,000 shares of Common Stock at $8.75 per share granted to
William W. Sherertz by the Company.**
(e) Employee stock option dated September 18, 1995, to
purchase 18,654 shares of Common Stock at $16.3625 per share
granted to William W. Sherertz by the Company.**
(f) Employee stock option dated September 18, 1995, to
purchase 51,346 shares of Common Stock at $14.875 per share
granted to William W. Sherertz by the Company.**
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* Previously filed.
** Omitted because essentially identical to Exhibit (b) except for
date and exercise price.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this Statement is
true, complete and correct.
Dated: February 28, 1996 /s/ William W. Shereretz
William W. Sherertz
Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations. (See 18 U.S.C. 1001.)
