<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act
of 1934
(Amendment No. )
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of
[x] Definitive Proxy Statement the Commission Only as
[ ] Definitive Additional Materials permitted by
[ ] Soliciting Material Pursuant to Rule 14a-6(e)(2))
Section 240.14a-11(c)
or Section 240.14a-12
Barrett Business Services, Inc.
- ---------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- ---------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2), or
Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-
6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
1) Title of each class of securities to which transaction applies:
________________________________________________________________________
2) Aggregate number of securities to which transaction applies:
_________________________________________________________________________
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
___________________________________________________________________________
4) Proposed maximum aggregate value of transaction:
_____________________________________________________________________________
5) Total fee paid:
_____________________________________________________________________________
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
<PAGE>
1) Amount Previously Paid:
_____________________________________________________________________________
2) Form, Schedule or Registration Statement No.:
_____________________________________________________________________________
3) Filing Party:
_____________________________________________________________________________
4) Date Filed:
_____________________________________________________________________________
<PAGE>
BARRETT BUSINESS SERVICES, INC.
April 10, 1996
Dear Stockholder:
You are cordially invited to attend the annual meeting of
stockholders of Barrett Business Services, Inc., to be held at 2:00 p.m. on
Thursday, May 16, 1996, at The Benson Hotel, 309 S.W. Broadway, Portland,
Oregon.
Matters to be presented for action at the meeting include the
election of directors and ratification of the selection of independent
accountants.
We look forward to conversing with those of you who are able to
attend the meeting in person. Whether or not you can attend, it is important
that you sign, date and return your proxy as soon as possible. If you do
attend the meeting and wish to vote in person, you may withdraw your proxy and
vote personally.
Sincerely,
William W. Sherertz
President and Chief
Executive Officer
<PAGE>
BARRETT BUSINESS SERVICES, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
May 16, 1996
You are invited to attend the annual meeting of stockholders of
Barrett Business Services, Inc., to be held at The Benson Hotel, 309 S.W.
Broadway, Portland, Oregon, on Thursday, May 16, 1996, at 2:00 p.m., Pacific
Time.
Only stockholders of record at the close of business on March 29,
1996, will be entitled to vote at the meeting.
The meeting is being held to consider and act upon the following
matters:
1. Election of directors.
2. Approval of the appointment of Price Waterhouse LLP as
independent accountants for the current fiscal year ending December 31,
1996.
3. Such other business as may properly come before the meeting or
any adjournments thereof.
Please sign and date the accompanying proxy, and return it promptly
in the enclosed postage-paid envelope to avoid the expense of further
solicitation. If you attend the meeting, you may withdraw your proxy and vote
your shares in person.
By Order of the Board of Directors
Michael D. Mulholland
Secretary
Portland, Oregon
April 10, 1996
<PAGE>
BARRETT BUSINESS SERVICES, INC.
4724 S.W. Macadam Avenue
Portland, Oregon 97201
(503) 220-0988
-----------------------------
PROXY STATEMENT
1996 ANNUAL MEETING OF STOCKHOLDERS
This proxy statement is furnished in connection with the
solicitation of proxies by the Board of Directors (the "Board") of Barrett
Business Services, Inc. (the "Company"), to be voted at the annual meeting of
stockholders to be held on May 16, 1996, and any adjournments thereof. The
proxy statement and accompanying form of proxy were first mailed to
stockholders on approximately April 12, 1996.
VOTING, REVOCATION AND SOLICITATION OF PROXIES
When a proxy in the accompanying form is properly executed and
returned, the shares represented will be voted at the meeting in accordance
with the instructions specified in the spaces provided in the proxy. If no
instructions are specified, the shares will be voted FOR Items 1 and 2 in the
accompanying Notice of Annual Meeting of Stockholders.
Stockholders may expressly abstain from voting on Item 2 by so
indicating on the proxy, although abstentions will have no effect on the
required vote. Shares represented by duly executed and returned proxies of
brokers or other nominees which are expressly not voted on Item 2 will also
have no effect on the required vote.
Any proxy given pursuant to this solicitation may be revoked by the
person giving the proxy at any time prior to its exercise by written notice to
the Secretary of the Company of such revocation, by a later-dated proxy
received by the Company, or by attending the meeting and voting in person.
The mailing address of the Company's principal executive offices is 4724
S.W. Macadam Avenue, Portland, Oregon 97201.
The solicitation of proxies will be made primarily by mail, but
proxies may also be solicited personally and by telegram or telephone by
directors and officers of the Company without additional compensation for such
services. Brokers and other persons holding shares in their names, or in the
names of nominees, will be reimbursed for their reasonable expenses in
forwarding soliciting materials to their principals and in obtaining
authorization for the execution of proxies. All costs of solicitation of
proxies will be borne by the Company.
OUTSTANDING VOTING SECURITIES
The close of business on March 29, 1996, has been fixed as the
record date for the determination of stockholders entitled to notice of and to
vote at the annual meeting. On the record date, the Company had outstanding
6,560,185 shares of Common Stock, $.01 par value ("Common Stock"), each share
of which is entitled to one vote at the meeting. Common Stock is the only
outstanding voting security of the Company. All references to shares of
Common Stock and per share prices in this proxy statement have been adjusted
for the two-for-one stock split paid in May 1994.
ELECTION OF DIRECTORS
The directors of the Company are elected at the annual meeting of
stockholders in May to serve until the next annual meeting and until their
successors are elected and qualified. The Board has set the number of
positions on the Board at six. All of the nominees for election as directors
are members of the present Board.
A nominee will be elected if the nominee receives a plurality of the
votes cast by the shares entitled to vote in the election, provided that a
quorum is present at the meeting. Unless authority to vote for a director or
directors is withheld, the accompanying proxy will be voted FOR the election
of the nominees named below. If for some unforeseen reason a nominee should
become unavailable for election, the number of directors constituting the
Board may be reduced prior to the annual meeting or the proxy may be voted for
the election of such substitute nominee as may be designated by the Board.
The following table sets forth information with respect to each
person nominated for election as a director, including their ages as of
March 29, 1996, business experience during the past five years, and
directorships in other corporations. There are no family relationships among
the directors.
Director
Name Principal Occupation(1) Age Since
- ---- ----------------------- --- -----
Robert R. Ames Retired Vice Chairman of First 55 1993
Interstate Bank of Oregon, N.A.
Jeffrey L. Beaudoin President and a director of Rose 41 1993
City Moving & Storage Co.,
Portland, Oregon.
Stephen A. Gregg Principal, The Alternare Group, 51 1995
a national provider of alternative
medicine services.
Anthony Meeker Vice President of Spears Benzak 57 1993
Salomon & Farrell, New York, New York,
an investment research firm.
Stanley G. Renecker Vice President - Acquisitions of The 41 1993
Campbell Group, Portland, Oregon,
a timberland management firm.
William W. Sherertz President and Chief Executive 50 1980
Officer of the Company.
- -------------------
(1) During the past five years, the principal occupation and employment of
each director has been in the capacity set forth above except as
follows:
(a) Mr. Ames currently is actively engaged in numerous real estate
development ventures. From 1992 to 1995, he was the Vice Chairman
of the Board of Directors of First Interstate Bank of Oregon, N.A.
From 1983 to 1991, Mr. Ames served as President of the Bank.
(b) Mr. Gregg was Chairman and Chief Executive Officer of The Ethix
Corporation, a national provider of health care programs
headquartered in Portland, Oregon, from 1985 to 1994.
(c) Mr. Meeker was Treasurer of the State of Oregon from 1987 to 1993.
He has also been President and Chief Executive Officer and a
director of Meeker Seed & Grain Co. since 1975.
(d) Mr. Sherertz has acted as Chief Executive Officer of the Company
since 1980. He was elected President of the Company in March 1993.
Mr. Sherertz also acts as Chairman of the Board of Directors.
<PAGE>
Stock Ownership by Principal Stockholders and Management
- --------------------------------------------------------
The following table gives information regarding the beneficial
ownership of Common Stock as of March 29, 1996, by each director and certain
named executive officers and by all directors and executive officers of the
Company as a group. In addition, it gives information about each person or
group known to the Company to own beneficially more than 5% of the outstanding
shares of Common Stock. Information as to beneficial stock ownership is based
on data furnished by the persons concerning whom such information is given.
Unless otherwise indicated, all shares listed as beneficially owned are held
with sole voting and dispositive powers.
Amount Percent
Beneficially of
Name of Beneficial Owner Owned Class
- ------------------------ ------------ -------
Robert R. Ames . . . . . . . . . 2,000(2) *
Jeffrey L. Beaudoin . . . . . . 6,900(2)(3) *
Stephen A. Gregg . . . . . . . . 1,000 *
Christopher J. McLaughlin. . . . 14,400(2) *
Anthony Meeker . . . . . . . . . 2,450(2) *
Michael D. Mulholland. . . . . . 5,000(2) *
Stanley G. Renecker. . . . . . . 2,000(2) *
Nancy B. Sherertz(1) . . . . . . 1,634,000 24.9%
William W. Sherertz(1) . . . . . 1,841,600(2) 27.8%
Wasatch Advisors, Inc.(1). . . . 548,675(4) 8.4%
All directors and executive officers
as a group (10 persons). . . . 1,880,350(2) 28.3%
- ----------------
* Less than 1% of the outstanding shares of Common Stock.
(1) The addresses of persons owning beneficially more than 5% of the
outstanding Common Stock are as follows: Nancy B. Sherertz, 27023 Rigby
Lot Road, Easton, Maryland 21601; William W. Sherertz, 4724 S.W. Macadam
Avenue, Portland, Oregon 97201; and Wasatch Advisors, Inc., 68 South Main
Street, Suite 400, Salt Lake City, Utah 84101.
(2) Includes options to purchase Common Stock which are presently exercisable
as follows: Mr. Ames, 2,000 shares; Mr. Beaudoin, 2,000 shares;
Mr. McLaughlin, 12,000 shares; Mr. Meeker, 2,000 shares; Mr. Mulholland,
5,000 shares; Mr. Renecker, 2,000 shares; Mr. Sherertz, 59,500 shares;
and all directors and executive officers as a group, 89,500 shares.
(3) Includes 400 shares owned by Mr. Beaudoin's wife, as to which he shares
voting and dispositive powers.
(4) A registered investment adviser who has filed a report of beneficial
ownership on Schedule 13G reporting sole voting and dispositive powers as
to the indicated shares.
Section 16 of the Securities Exchange Act of 1934 ("Section 16")
requires that reports of beneficial ownership of Common Stock and changes in
such ownership be filed with the Securities and Exchange Commission ("SEC") by
Section 16 "reporting persons," including directors and executive officers.
To the Company's knowledge, all Section 16 reporting requirements applicable
to known reporting persons were complied with for transactions and stock
holdings during 1995, except that William W. Sherertz, who is an executive
officer of the Company, filed a report of the grant of a stock option two days
after the filing deadline.
<PAGE>
Directors' Meetings and Standing Committees
- -------------------------------------------
The standing committees of the Board include an audit committee and a
compensation committee. The Company does not have a standing nominating
committee, but the Board will consider suggestions submitted by stockholders
for proposed nominees for director. Any recommendations as to nominees for
election at the 1997 annual meeting should be submitted in writing by
December 11, 1996, to the Secretary of the Company at its principal executive
offices and should include the name, address and qualifications of each
proposed nominee.
During 1995, the Board held eight meetings, the audit committee held
three meetings and the compensation committee held six meetings. Each
director attended more than 75 percent of the aggregate of the total number of
meetings of the Board and the total number of meetings held by all committees
of the Board on which he served during 1995.
The audit committee reviews services provided by the independent
accountants, makes recommendations concerning their engagement or discharge,
and reviews with management and the independent accountants the results of
their audit, the adequacy of internal accounting controls, and the quality of
financial reporting. The members of the audit committee are Mr. Renecker,
chairman, and Mr. Ames.
The compensation committee reviews the compensation of executive
officers of the Company and makes recommendations to the Board regarding
salary levels and other forms of compensation to be paid to executive
officers. The committee also administers the Company's 1993 Stock Incentive
Plan (the "Incentive Plan") and makes decisions as to grants of options and
other stock-based awards. The members of the compensation committee are
Anthony Meeker, chairman, Jeffrey L. Beaudoin, and Stephen A. Gregg.
Compensation Committee Interlocks and Insider Participation
- -----------------------------------------------------------
The members of the compensation committee of the board of directors
of the Company during 1995 were Jeffrey L. Beaudoin, Stephen A. Gregg and
Anthony Meeker. During 1995, the Company provided services to Rose City
Moving & Storage Co., of which Mr. Beaudoin is President and a majority
stockholder. The Company recorded revenues and cost of revenues during 1995
related to such services of $3,753,000 and $3,661,000, respectively. At
December 31, 1995, the Company's assets included trade accounts receivable
totaling $160,000 with respect to the above services; the highest amount of
such receivables outstanding at any time during 1995 was $187,000 as of
September 30, 1995.
EXECUTIVE COMPENSATION
Summary Compensation Table
- --------------------------
The following table sets forth for the years indicated the
compensation awarded or paid to, or earned by, the Company's chief executive
officer and the Company's other executive officers whose salary level and
bonus in 1995 exceeded $100,000.
<PAGE>
Long-Term
Annual Compensation
Compensation Awards
------------ ------------
Securities
Name and Principal Salary Bonus Underlying
Position Year ($) ($) Options (#) (1)
------------------ ---- ------ ----- ---------------
William W. Sherertz 1995 $144,000 -- 70,000
President and Chief 1994 144,000 -- 77,000
Executive Officer 1993 144,000 -- 70,000
Michael D. Mulholland 1995 115,000 $42,550 30,000
Vice President- 1994 42,486(2) -- 20,000
Finance and Secretary;
Chief Financial Officer
Christopher J. 1995 90,000 33,300 26,000
McLaughlin, Vice 1994(3) 79,583 39,300 20,000
President-Operations
_____________
(1) Option grants do not include stock appreciation rights ("SARs").
(2) Mr. Mulholland's annual salary of $115,000 became effective with his
date of employment, August 17, 1994.
(3) Mr. McLaughlin became an executive officer during 1994; the amounts
shown are for the full fiscal year.
Stock Option Data
- -----------------
The following table provides information as to options to purchase
Common Stock granted under the Incentive Plan to Messrs. Sherertz, Mulholland
and McLaughlin during 1995.
Option Grants in Last Fiscal Year
Individual Grants
---------------------------------
Number of
Securities % of Total
Underlying Options Grant
Options Granted to Exercise Date
Granted (1) Employees in Price Expiration Present
Name (#) Fiscal Year ($/Share) Date Value(2)
- ------------ ----------- ------------ --------- ---------- --------
William W. 18,654 9.3% $16.3625 9/17/2000 $133,376
Sherertz 51,346 25.7% 14.8750 9/17/2005 528,864
Michael D. 10,000 5.0% 14.8750 9/17/2005 103,000
Mulholland 20,000 10.0% 14.6250 11/9/2005 201,400
Christopher J. 5,000 2.5% 14.8750 9/17/2005 51,500
McLaughlin 21,000 10.5% 14.6250 11/9/2005 211,470
_____________
(1) Options become exercisable cumulatively in four equal annual installments
beginning one year after the date of grant; provided that the option will
become exercisable in full upon the officer's death, disability or retirement,
or in the event of a change in control of the Company. A change in control is
defined in the option agreements to include (i) any occurrence which would be
required to be reported as such by the proxy disclosure rules of the SEC,
(ii) the acquisition by a person or group (other than the Company or one of
its employee benefit plans) of 30% or more of the combined voting power of its
voting securities, (iii) with certain exceptions, the existing directors'
ceasing to constitute a majority of the Board of Directors, (iv) certain
transactions involving the merger, or sale or transfer of a majority of the
assets, of the Company, or (v) approval by the stockholders of a plan of
liquidation or dissolution of the Company. Each option includes a feature
which entitles an optionee who tenders previously-acquired shares of Common
Stock to pay all or part of the exercise price of the option to receive a
replacement option (a "reload option") to purchase a number of shares equal to
the number of shares tendered at an exercise price equal to the fair market
value of the Common Stock on the date of exercise. No SARs were granted
during 1995.
(2) The values shown have been calculated based on the Black-Scholes option
pricing model and do not reflect the effect of restrictions on transferability
or vesting. The values were calculated based on the following assumptions:
(i) expectations regarding volatility of 50% were based on monthly stock price
data for the Company; (ii) the risk-free rate of return was assumed to be the
Treasury Bond rate whose maturity corresponds to the maturity of the option
granted; and (iii) no dividends on the Common Stock will be paid during the
option term. The values which may ultimately be realized will depend on the
market value of the Common Stock during the periods during which the options
are exercisable, which may vary significantly from the assumptions underlying
the Black-Scholes model.
_____________
Information concerning each exercise of stock options during 1995
and the value of unexercised options held at December 31, 1995, by
Messrs. Sherertz, Mulholland and McLaughlin is summarized in the table below:
Aggregated Option Exercises in Last Fiscal Year
and Fiscal Year-End Option Values(1)
<TABLE>
<CAPTION>
Number of
Securities Underlying Value of Unexercised
Number of Unexercised Options In-the-Money Options
Shares at Fiscal Year-End at Fiscal Year-End(2)
Acquired on Value Exer- Unexer- Exer- Unexer-
Name Exercise Realized cisable cisable cisable cisable
- ---- ----------- -------- -------------------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
William W. -- -- 42,000 157,500 $330,750 $669,375
Sherertz
Michael D. -- -- 5,000 45,000 20,000 62,500
Mulholland
Christopher J. -- -- 7,000 43,000 48,750 103,875
McLaughlin
</TABLE>
(1) Messrs. Sherertz, Mulholland and McLaughlin did not exercise any SARs
during 1995 and did not hold any SARS at December 31, 1995.
(2) The values shown have been calculated based on the difference between
$14.75, which was the closing sale price of the Common Stock reported on
The Nasdaq Stock Market on December 29, 1995, and the per share exercise
price of unexercised options.
Directors' Compensation
- -----------------------
Under the standard arrangement in effect at the end of 1995,
directors (other than directors who are full-time employees of the Company,
who do not receive directors' fees) are entitled to receive a fee of $500 for
each Board meeting attended and each meeting of a committee of the Board
attended other than a committee meeting held on the same day as a Board
meeting.
In June 1993, concurrently with the closing of the Company's
initial public offering, each person who was then a non-employee director
received a nonqualified option, as adjusted for the May 1994 two-for-one stock
split, to purchase 3,000 shares of Common Stock at an exercise price of $3.50.
Also, a nonqualified option for 1,000 shares of Common Stock (adjusted for the
stock split) is granted automatically to each non-employee director whose term
begins on or continues after the date of each annual meeting of stockholders
at an exercise price equal to the fair market value of the Common Stock on the
date of the meeting. Accordingly, on May 18, 1995, Messrs. Ames, Beaudoin,
Gregg, Meeker and Renecker each received an option for 1,000 shares at an
exercise price of $11.50 per share.
Payment of the exercise price of options granted to non-employee
directors may be in cash or in previously-acquired shares of Common Stock.
Each option includes a reload option feature to the extent that previously-
acquired shares are used to pay the exercise price. Non-employee director
options (other than reload options) become exercisable in four equal annual
installments beginning one year after the date of grant. Reload options
become exercisable six months following the date of grant. All options
granted to a non-employee director will be exercisable in full upon the
director's death, disability or retirement, or in the event of a change in
control of the Company. The option term will expire three months following
the date upon which the holder ceases to be a director other than by reason of
death, disability or retirement; in the event of death or disability, the
option will expire one year thereafter, while non-employee director options
will expire five years after retirement.
REPORT OF THE COMPENSATION COMMITTEE
ON EXECUTIVE COMPENSATION
The Compensation Committee (the "Committee") of the Board is
composed of three outside directors who provide disinterested administration
of the Company's stock-based compensation plan and act as an independent
resource to the Board in recommending executive salary levels and analyzing
other proposed forms of executive compensation.
The Company's overall approach to executive compensation is based
on a philosophy that combines a goal-driven annual cash compensation package
with equity incentives designed to build stock ownership among key employees.
These two key principles serve to align executives effectively with
stockholder interests by focusing management on financial goals necessary to
enhance stockholder value, as well as long-term growth, by strongly
encouraging significant ownership in the Company's stock.
Salaries. Base salaries for the Company's executive officers are
initially determined by evaluating the responsibilities of the position and
the experience of the individual, and by reference to the competitive
marketplace for management talent, including a comparison of base salaries for
comparable positions at comparably-sized companies or comparable companies
within the Company's industry. Annual salary adjustments are determined by
evaluating the competitive marketplace, the performance of the Company, the
performance of the executive particularly with respect to the individual's
specific contribution to the Company's success, and any increased
responsibilities assumed by the executive.
Annual Cash Incentive Bonuses. During 1995, the Committee
developed a formal compensation plan for the executive officers of the
Company. It is the Committee's belief that the stewardship provided by the
executive officers is best measured by the Company's return on equity.
Accordingly, recommendations for annual awards of cash incentive bonuses for
1995 were determined by a formula based on the Company's return on
shareholders' equity for the year ended December 31, 1995 and the executive's
then-current base salary.
Long-Term Incentive Compensation. The Company seeks to enhance
and foster its continued success by aligning executive officer financial
interests with long-term stockholder value. In determining its
recommendations for stock incentives granted in 1995, the Committee utilized
principles which were essentially subjective in nature. Following adoption of
the formal compensation plan by the Committee in late 1995, annual awards of
stock incentives were granted in February 1996 to Messrs. Mulholland and
McLaughlin. Such awards were based on a formula principally determined by the
Company's return on shareholders' equity for the year ended December 31, 1995.
Chief Executive Officer Compensation. While the Committee
recognizes that the financial performance of the Company has been excellent,
it was the recommendation of Mr. Sherertz to the Committee that his salary
level continued to be reasonable for 1995. It was Mr. Sherertz's further
recommendation that his incentive compensation continue to be tied to the
long-term enhancement of stockholder value and, accordingly, he declined to
accept an annual cash bonus for the second successive year. It was the
conclusion of the Committee to accept Mr. Sherertz's recommendations, in view
of his significant equity position in the Company, such that his contributions
as President and Chief Executive Officer will be rewarded through the enhanced
stock value enjoyed by all stockholders.
The Committee's goal is to serve the interests of the Company's
stockholders by enabling the Company to attract, motivate, and retain the
caliber of management expertise necessary for the successful implementation of
the Company's strategic goals. The Committee believes that its objective was
successfully achieved during 1995.
COMPENSATION COMMITTEE
Anthony Meeker, Chair
Jeffrey L. Beaudoin
Stephen A. Gregg
STOCK PERFORMANCE GRAPH
The following graph shows the cumulative total return at the dates
indicated for the period from June 11, 1993, the date on which the Common
Stock became registered under the Securities Exchange Act of 1934, until
December 31, 1995, for the Common Stock, the Standard & Poor's 500 Stock Index
(the "S&P 500"), and for a group of the Company's peers in the staffing
industry. In addition, the graph has been prepared assuming (i) reinvestment
of dividends and (ii) investment of $100 in each of the S&P 500 and the peer
group at the close of business on June 10, 1993, and in the Common Stock at
the public offering price of $3.50 per share (as adjusted for the May 1994
stock split) in the Company's initial public offering.
Comparison of Five-Year Cumulative Total Returns
Performance Graph For
Barrett Business Services, Inc.
<TABLE>
<CAPTION>
12/31/90 12/31/91 12/31/92 12/31/93 12/30/94 12/29/95
-------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Barrett
Business
Services,
Inc. $169.2 $344.6 $363.1
S&P 500
Stocks $68.5 $89.5 $96.3 105.7 107.2 147.5
Self-
Determined
Peer Group 71.0 86.8 106.8 118.3 156.4 179.8
</TABLE>
Companies in the Self-Determined Peer Group:
Adia Services Inc. CDI Corp.
Kelly Services Inc. Manpower Inc.
Olsten Corp. Robert Half International Inc.
Staff Builders Inc. New Uniforce Temporary Personnel Inc.
Notes:
A. The lines represent monthly index levels derived from
compounded daily returns that include all dividends.
B. The indexes are reweighted daily, using the market
capitalization on the previous trading day.
C. If the monthly interval, based on the fiscal year-end, is
not a trading day, the preceding trading day is used.
D. The index level for all series was set to $100.0 on
06/11/93.
TRANSACTIONS WITH MANAGEMENT AND PRINCIPAL STOCKHOLDERS
At December 31, 1993, William W. Sherertz, President and Chief
Executive Officer of the Company, agreed to personally guarantee, at no cost
to the Company and pursuant to the approval of a majority of the disinterested
outside directors, the repayment of a $111,000 account receivable from an
unrelated, insolvent customer. The Company exercised its right to the
personal guarantee during 1995 and, accordingly, Mr. Sherertz surrendered to
the Company 7,400 shares of the Company's common stock with a then-fair market
value of $111,000 or $15.00 per share in satisfaction of the guarantee.
Robert R. Ames, a director of the Company, was Vice Chairman of the
board of directors of First Interstate Bank of Oregon, N.A., through June
1995, which bank has provided to the Company an unsecured revolving credit
facility in the amount of $4,000,000 and mortgage financing totaling
approximately $629,000 during 1995.
See "Election of Directors--Compensation Committee Interlocks and
Insider Participation" for discussion of the business relationship between the
Company and Jeffrey L. Beaudoin, a director of the Company.
APPROVAL OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS
The Board has selected Price Waterhouse LLP as independent accountants
to examine the financial statements of the Company for the fiscal year ending
December 31, 1996. Although the appointment of accountants is not required to
be submitted to a vote of the stockholders, the Board has decided to ask the
stockholders to approve the appointment and recommends that you vote FOR
approval. If a majority of the shares of Common Stock represented at the
annual meeting does not vote to approve the appointment, the Board will
reconsider the appointment.
The Company expects representatives of Price Waterhouse LLP to be
present at the 1996 annual stockholders meeting and to be available to respond
to appropriate questions. The accountants will have the opportunity to make a
statement at the annual meeting if they desire to do so.
OTHER MATTERS
Management knows of no matters to be brought before the annual meeting
other than the election of directors and ratification of the selection of
accountants. However, if any other business properly comes before the
meeting, the persons named in the accompanying form of proxy will vote or
refrain from voting thereon in accordance with their judgment pursuant to the
discretionary authority given them in the proxy.
STOCKHOLDER PROPOSALS FOR 1997 ANNUAL MEETING
Stockholder proposals submitted for inclusion in the 1997 proxy
materials and consideration at the 1997 annual meeting of stockholders must be
received by the Company by December 11, 1996. Any such proposal should comply
with the SEC's rules governing stockholder proposals submitted for inclusion
in proxy materials.
April 10, 1996 BARRETT BUSINESS SERVICES, INC.
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PROXY
BARRETT BUSINESS SERVICES, INC.
1996 ANNUAL MEETING OF STOCKHOLDERS
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints William W. Sherertz and Jeffrey L.
Beaudoin as proxies, each with power to act alone and with power of
substitution, and hereby authorizes them to represent and to vote all the
shares of common stock of Barrett Business Services, Inc., which the
undersigned may be entitled to vote at the Annual Meeting of Stockholders to
be held on Thursday, May 16, 1996, at 2:00 p.m., or any adjournments thereof:
1. ELECTION OF DIRECTORS:
[ ] FOR all nominees listed below [ ] WITHHOLD AUTHORITY to vote
(except as marked to the for all nominees listed below
contrary below)
Robert R. Ames Stephen A. Gregg Stanley G. Renecker
Jeffrey L. Beaudoin Anthony Meeker William W. Sherertz
(INSTRUCTION: To withhold authority to vote for any individual
nominee, write that nominee's name in the space provided below)
______________________________________________________________________________
2. PROPOSAL TO APPROVE THE APPOINTMENT OF PRICE WATERHOUSE LLP as independent
accountants for the fiscal year ending December 31, 1996.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. In their discretion, upon any other matters which may properly come before
the meeting.
(Continued and to be signed on reverse)
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The shares represented by this proxy when properly executed will be voted
in the manner directed herein by the undersigned stockholder. IF NO DIRECTION
IS MADE, THIS PROXY WILL BE VOTED FOR ITEMS 1 AND 2. If any other matters
properly come before the meeting, the persons named as proxies will vote in
accordance with their best judgment.
The undersigned acknowledges receipt of the 1996 Notice of Annual Meeting
and accompanying Proxy Statement and revokes all prior proxies for said
meeting.
Date:__________________________, 1996
_______________________________________
(Signature of Stockholder)
_______________________________________
(Signature of Stockholder)
Please sign exactly as your name appears hereon. If
the shares are jointly held, each joint owner named
should sign. When signing as attorney, personal
representative, administrator, or other fiduciary,
please give full title. If a corporation, please sign
in full corporate name by authorized officer. If a
partnership, please sign in partnership name by
authorized person.
PLEASE MARK, SIGN, DATE, AND RETURN THE PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.
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MEMORANDUM
Date: April 12, 1996
To: Participants of the Barrett Business Services, Inc. Employees'
Savings Plan
From: Mike Mulholland
Subject: Proxy solicitation in connection with May 16, 1996 annual meeting
of stockholders
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The enclosed material, which consists of:
-- 1995 annual report
-- Proxy statement
-- Proxy card
-- Return envelope
is being provided to you as a participant of Barrett's 401(k) plan, which owns
shares of the Company's common stock. Pursuant to the Plan Document and Trust
Agreement, you are entitled to vote the shares held for your account in the
Plan on the proposals outlined in the accompanying proxy statement.
After you have considered the enclosed information, please mark your votes on
the proxy card, sign the card and return it in the postage-paid envelope.
Your vote will be compiled with those of other Plan participants and conveyed
to the Company's stock transfer agent by the Plan's trustee, Smith Barney
Shearson Trust Company.
MDM/jae
cc: Mary Ann Frantz, Esq.
