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.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required.
[ ] 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:
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2) Aggregate number of securities to which transaction applies:
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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):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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[ ] 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:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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<PAGE>
BARRETT BUSINESS SERVICES, INC.
April 9, 1999
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 Wednesday, May
12, 1999, at the Multnomah Athletic Club, 1849 S.W. Salmon Street, 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 12, 1999
-----------------------------
You are invited to attend the annual meeting of stockholders of Barrett
Business Services, Inc., to be held at the Multnomah Athletic Club, 1849 S.W.
Salmon Street, Portland, Oregon, on Wednesday, May 12, 1999, at 2:00 p.m.,
Pacific Time.
Only stockholders of record at the close of business on March 31, 1999,
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 PricewaterhouseCoopers LLP as
independent accountants for the current fiscal year ending December 31,
1999.
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 9, 1999
<PAGE>
BARRETT BUSINESS SERVICES, INC.
4724 S.W. MACADAM AVENUE
PORTLAND, OREGON 97201
(503) 220-0988
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PROXY STATEMENT
1999 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 12, 1999, and any adjournments thereof. The proxy statement and
accompanying form of proxy were first mailed to stockholders on approximately
April 9, 1999.
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. Abstentions will have no effect on the required vote on
Item 2. Shares represented by duly executed and returned proxies of brokers or
other nominees which are expressly not voted on Item 2 will 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 or by telephone or facsimile 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 31, 1999, 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 7,594,539
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.
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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.
Any recommendations as to nominees for election at the 2000 annual
meeting should be submitted in writing by December 11, 1999, to the Secretary of
the Company at its principal executive offices and should include the name,
address and qualifications of each proposed nominee.
The following table sets forth information with respect to each person
nominated for election as a director, including their ages as of February 28,
1999, business experience during the past five years, and directorships in other
corporations.
<TABLE>
DIRECTOR
NAME PRINCIPAL OCCUPATION(1) AGE SINCE
- ---- ----------------------- --- --------
<S> <C> <C> <C>
Robert R. Ames Retired Vice Chairman of First Interstate Bank of 58 1993
Oregon, N.A.
Herbert L. Hochberg Managing Director - Corporate Finance and Director, 68 1998
Ladenburg Thalmann & Co. Inc.
Anthony Meeker Director of Key Asset Management, Inc., New York, 59 1993
New York, an investment management firm.
Stanley G. Renecker Managing Director - Acquisitions of The Campbell 44 1993
Group, Portland, Oregon, a timberland management firm.
Nancy B. Sherertz Private investor. 49 1998
William W. Sherertz President and Chief Executive Officer of the Company. 53 1980
</TABLE>
(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. Meeker was Treasurer of the State of Oregon from 1987 to 1993.
(c) Ms. Sherertz was President and a director of the Company from 1975
to March 1993.
(d) Mr. Sherertz also serves as Chairman of the Board of Directors.
Ms. Sherertz and Mr. Sherertz were married to each other until 1994.
DIRECTORS' MEETINGS AND STANDING COMMITTEES
The standing committees of the Board include an audit committee and a
compensation committee. During 1998, the Board held fifteen meetings, the audit
committee held six meetings and the compensation committee held three meetings.
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<PAGE>
Each director attended more than 75% 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 or she served during 1998.
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,
including decisions as to grants of options and other stock-based awards. The
members of the compensation committee are Mr. Meeker, chairman, Mr. Hochberg and
Ms. Sherertz, who does not participate in the committee's deliberations
regarding stock options.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The members of the compensation committee of the board of directors of
the Company during 1998 were Jeffrey L. Beaudoin, Stephen A. Gregg, Herbert L.
Hochberg, Anthony Meeker, and Nancy B. Sherertz. Ms. Sherertz was President of
the Company from 1975 to March 1993.
STOCK OWNERSHIP BY PRINCIPAL STOCKHOLDERS AND MANAGEMENT
BENEFICIAL OWNERSHIP TABLE
The following table gives information regarding the beneficial
ownership of Common Stock as of March 31, 1999, 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.
<TABLE>
AMOUNT AND NATURE PERCENT
OF BENEFICIAL OF
NAME OF BENEFICIAL OWNER OWNERSHIP (2) CLASS
- ------------------------ ------------- -----
<S> <C> <C>
Heartland Advisors, Inc.(1)............................... 1,008,000 13.3%
Rentschler Family Trust (1)............................... 846,480 11.1%
Wynnefield Capital Management, LLC (1).................... 436,100 5.7%
Robert R. Ames............................................ 7,500 *
Herbert L. Hochberg....................................... 51,050(3) *
Anthony Meeker............................................ 6,950 *
Michael D. Mulholland..................................... 69,843 *
Stanley G. Renecker....................................... 6,500 *
Nancy B. Sherertz(1)...................................... 1,531,750(4) 20.2%
William W. Sherertz(1).................................... 1,967,400(5) 25.4%
All directors and executive officers as a group
(10 persons).............................................. 3,699,636 46.9%
</TABLE>
*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: Rentschler Family Trust and
Keith N. and Yolanda Rentschler, 1887 Business Center Drive, Suite 3,
San Bernardino, California 92408; Heartland Advisors, Inc., 790 North
Milwaukee Street, Milwaukee, Wisconsin 53202; Wynnefield Capital
Management, LLC, One Penn Plaza, Suite 4720, New York, New York 10119;
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<PAGE>
Nancy B. Sherertz, 27023 Rigby Lot Road, Easton, Maryland 21601; and
William W. Sherertz, 4724 S.W. Macadam Avenue, Portland, Oregon 97201.
(2) Includes options to purchase Common Stock which are presently
exercisable or will become exercisable by May 30, 1999, as follows: Mr.
Ames, 6,500 shares; Mr. Hochberg, 250 shares; Mr. Meeker, 6,500 shares;
Mr. Mulholland, 69,843 shares; Mr. Renecker, 6,500 shares; Ms.
Sherertz, 250 shares; Mr. Sherertz, 144,943 shares; and all directors
and executive officers as a group, 292,929 shares.
(3) Includes 15,800 shares owned by Mr. Hochberg's wife, as to which he
disclaims beneficial ownership.
(4) Ms. Sherertz disclaims beneficial ownership of 4,700 shares held by her
minor children.
(5) Includes 10,000 shares owned by Mr. Sherertz's wife and 31,300 shares
held by his minor children and her minor child, as to
which he shares voting and dispositive powers.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
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, executive officers, and
certain holders of more than 10% of the outstanding Common Stock. To the
Company's knowledge, all Section 16 reporting requirements applicable to known
reporting persons were complied with for transactions and stock holdings during
1998, except that the Rentschler Family Trust and Keith N. and Yolanda
Rentschler filed their initial reports of beneficial ownership after the due
date.
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 1998 exceeded
$100,000.
SUMMARY COMPENSATION TABLE
LONG-TERM
COMPENSATION
AWARDS
------
ANNUAL COMPENSATION SECURITIES
----------------------- UNDERLYING
NAME AND PRINCIPAL SALARY BONUS OPTIONS
POSITION YEAR ($) ($) (#)
- ----------------------- ------- --------------- -------- --------
William W. Sherertz 1998 $144,000 -- --
President and 1997 144,000 -- 68,860
Chief Executive Officer 1996 144,000 -- 30,333
Michael D. Mulholland 1998 150,834 $19,212 13,024
Vice President-Finance 1997 130,000 19,591 22,926
and Secretary; Chief 1996 127,500 33,367 18,500
Financial Officer
STOCK OPTION DATA
The following table provides information as to options to purchase
Common Stock granted under the Company's 1993 Stock Incentive Plan (the
"Incentive Plan") to the named executive officers during 1998.
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<PAGE>
<TABLE>
OPTION GRANTS IN LAST FISCAL YEAR
INDIVIDUAL GRANTS
- ------------------------- ----------------- ------------------ ----------------- ------------
NUMBER OF % OF TOTAL
SECURITIES OPTIONS GRANTED
UNDERLYING TO EMPLOYEES
OPTIONS IN EXERCISE GRANT DATE
GRANTED(1) FISCAL PRICE EXPIRATION PRESENT
NAME (#) YEAR ($/SHARE) DATE VALUE($)(2)
---- --- ---- --------- ---- -----------
<S> <C> <C> <C> <C> <C>
William W. Sherertz -- -- -- -- --
Michael D. Mulholland 13,024 4.8% $11.4375 2/12/2008 $85,592
</TABLE>
(1) Options generally 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, (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. The options include
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 be granted a replacement option (a "reload option") to
purchase a number of shares equal to the number of shares tendered with
an exercise price equal to the fair market value of the Common Stock on
the date of grant. No stock appreciation rights ("SARs") were granted
by the Company during 1998.
(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 43%
were based on monthly stock price data for the Company, (ii) the
risk-free rate of return (5.5%) was assumed to be the Treasury Bond
rate whose maturity corresponds to the expected term (8.0 years) 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 exercises of stock options during 1998 and the
value of unexercised options held by the named executive officers at December
31, 1998, is summarized in the table below.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES(1)
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS AT
OPTIONS AT FISCAL YEAR-END FISCAL YEAR-END(2)
-------------------------- ------------------
NAME ERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- --------- ------------- ----------- -------------
William W. Sherertz 138,693 55,000 $ 0 $ 0
Michael D. Mulholland 57,481 46,969 0 0
- -----------------------------------------
(1) The named executive officers did not exercise any options or SARs during
1998 and did not hold any SARs at December 31, 1998.
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<PAGE>
(2) No options were "in-the-money" on December 31, 1998, because the market
value of the Common Stock, based on the mean of the reported high and low
sale prices on The Nasdaq Stock Market on that date, $8.5625, was below the
option exercise price.
DIRECTORS' COMPENSATION
Under the standard arrangement in effect at the end of 1998, 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.
A nonqualified option for 1,000 shares of Common Stock 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 13, 1998, each then non-employee director received an option
for 1,000 shares at an exercise price of $12.50 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.
EMPLOYMENT AGREEMENT
In January 1999, the Company entered into an employment agreement with
Michael D. Mulholland, Vice President-Finance and Secretary of the Company. The
term of the agreement will expire on January 26, 2001, subject to automatic
extension for an additional year annually unless either party notifies the other
of an election to terminate the agreement by December 27 of the prior year, such
that the effective term of the agreement will always have at least two years
remaining. In the event of a change in control of the Company, the agreement
will be renewed automatically for a two-year period beginning with the day
immediately preceding the change in control. The employment agreement provides
for an annual salary of $155,000, subject to annual review by the board of
directors, together with other compensation and benefits provided for in the
Company's compensation policy for executive officers adopted in 1995.
Pursuant to the employment agreement, if Mr. Mulholland's employment is
terminated by the Company following a change in control of the Company other
than by reason of death or disability or for cause, or by Mr. Mulholland within
90 days following a change in duties related to a change in control of the
Company, he will be entitled to receive a lump sum payment of an amount equal to
two times his then-current annual base salary, subject to reduction to the
extent that such amount would be subject to the excise tax imposed on benefits
that constitute excess parachute payments under Section 280G of the Internal
Revenue Code of 1986, as amended.
A change in control of the Company for purposes of the employment
agreement is defined as summarized in the notes to the first table under "Stock
Option Data" above, except for a business combination transaction in which the
Company becomes a privately-held company and William W. Sherertz continues as
President and Chief Executive Officer. A change in duties includes a significant
change in the nature or scope of Mr. Mulholland's position, responsibilities,
authorities or duties, a significant diminution in his eligibility to
participate in compensation plans or benefits, a change in the location of his
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<PAGE>
employment by more than 30 miles, or a significant violation of the Company's
obligations under the agreement.
REPORT OF THE COMPENSATION COMMITTEE
ON EXECUTIVE COMPENSATION
The compensation committee (the "Committee") of the Board is composed
of three outside directors who act as an independent resource to the Board in
recommending executive salary levels and analyzing other proposed forms of
executive compensation. The Committee, except for Ms. Sherertz, also provides
disinterested administration of the Company's stock-based Incentive Plan.
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 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. 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. The Committee has implemented a policy
to guide its compensation decisions with respect to the executive officers of
the Company below the level of president. 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 1998 were based upon a formula with reference to the
Company's return on stockholders' equity for the year ended December 31, 1998
and the executive's total salary for the year.
Long-Term Incentive Compensation. The Company strives to align
executive officer financial interests with long-term stockholder value. See
"Option Grants in Last Fiscal Year" above for details of an option granted to
one of the named executive officers in 1998.
Chief Executive Officer Compensation. It was the recommendation of the
Company's president, William W. Sherertz, to the Committee that his salary level
remain unchanged for 1998. 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 fifth year in a row. It was the decision of the Committee to accept Mr.
Sherertz's recommendations in view of the fact that Mr. Sherertz is a
significant stockholder in the Company and, to the extent his performance as
chief executive officer results in an increase in the value of the Company's
stock, all stockholders, including him, share the benefits.
COMPENSATION COMMITTEE
Anthony Meeker, Chair
Herbert L. Hochberg
Nancy B. Sherertz
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<PAGE>
STOCK PERFORMANCE GRAPH
The following graph shows the cumulative total return at the
dates indicated for the period from December 31, 1993, until December 31,
1998, 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 December 31, 1993.
Comparison of Five-Year Cumulative Total Returns
Performance Graph for Barrett Business
Services, Inc.
12/31/93 12/30/94 12/29/95 12/31/96 12/31/97 12/31/98
-------- -------- -------- -------- -------- --------
Barrett
Business
Services,
Inc. 100.00 203.6 214.5 221.8 170.9 123.6
S&P 500
Stocks 100.0 101.4 139.5 172.0 229.6 296.2
Self-
Determined
Peer Group 100.0 132.3 152.2 163.7 215.3 185.3
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 SERVICES 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 12/31/93.
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<PAGE>
APPROVAL OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS
The Board has selected PricewaterhouseCoopers LLP as independent
accountants to examine the financial statements of the Company for the fiscal
year ending December 31, 1999. 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.
PricewaterhouseCoopers LLP were the independent accountants for the year
ended December 31, 1998. The Company expects representatives of
PricewaterhouseCoopers LLP to be present at the 1999 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 ANNUAL MEETING IN 2000
Stockholder proposals submitted for inclusion in the proxy materials for
the annual meeting of stockholders to be held in 2000 must be received by the
Company by December 11, 1999. Any such proposal should comply with the SEC's
rules governing stockholder proposals submitted for inclusion in proxy
materials. Proposals should be addressed to Michael D. Mulholland, Secretary,
Barrett Business Services, Inc., 4724 S.W. Macadam Avenue, Portland, Oregon
97201.
For any proposal that is not submitted for inclusion in next year's
proxy materials, but instead is sought to be presented directly at the 2000
annual meeting, management will be able to vote proxies in its discretion if the
Company: (1) receives notice of the proposal before the close of business on
February 24, 2000, and advises stockholders in the 2000 proxy materials about
the nature of the matter and how management intends to vote on such matter; or
(2) has not received notice of the proposal by the close of business on February
24, 2000. Notices of intention to present proposals at the 2000 annual meeting
should be forwarded to the address listed above.
April 9, 1999 BARRETT BUSINESS SERVICES, INC.
<PAGE>
PROXY
BARRETT BUSINESS SERVICES, INC.
1999 ANNUAL MEETING OF STOCKHOLDERS
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints William W. Sherertz and Anthony Meeker
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 Wednesday, May 12,
1999, at 2:00 p.m., or any adjournments thereof:
(Continued and to be signed on reverse)
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FOLD AND DETACH HERE
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Please mark your votes as indicated in this example [X]
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 Anthony Meeker Nancy B. Sherertz
Herbert L. Hochberg Stanley G. Renecker William W. Sherertz
(INSTRUCTION: To withhold authority to vote for any individual
nominee, write that nominee's name in the space provided below)
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2. PROPOSAL TO APPROVE THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP as
independent accountants for the fiscal year ending December 31, 1999.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. In their discretion, upon any other matter which may properly come before
the meeting.
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 1999 Notice of
Annual Meeting and accompanying Proxy Statement and revokes
all prior proxies for said meeting.
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.
- ---------------------------------- Date: -------------------------, 1999
Signature(s)
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FOLD AND DETACH HERE
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MEMORANDUM
Date: April 9, 1999
To: Participants in the Barrett Business Services, Inc. Employees'
Savings Plan
From: Mike Mulholland
Subject: Proxy solicitation in connection with May 12, 1999 Annual Meeting
of Stockholders
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The enclosed material, which consists of:
-- 1998 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, fold it 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 Trust Company.
Enclosures
cc: Mary Ann Frantz
