-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Bge9hr75xN7ew24kj/77OTfiZL3ZaV0ysfvH3y5PBoaEzuEPmJmMnqP/RmoguTib bIdNaWBrN2uzDAl2qLKVKw== 0000950127-99-000117.txt : 19990322 0000950127-99-000117.hdr.sgml : 19990322 ACCESSION NUMBER: 0000950127-99-000117 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19990319 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: STAFF LEASING INC CENTRAL INDEX KEY: 0001035185 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HELP SUPPLY SERVICES [7363] IRS NUMBER: 650735612 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-53043 FILM NUMBER: 99568420 BUSINESS ADDRESS: STREET 1: 600 301 BLVD W STREET 2: STE 202 CITY: BRADENTON STATE: FL ZIP: 34205 BUSINESS PHONE: 9417484340 MAIL ADDRESS: STREET 1: 600 301 BLVD W STREET 2: STE 202 CITY: BRADENTON STATE: FL ZIP: 34205 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PARIBAS CENTRAL INDEX KEY: 0000872786 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 132937443 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 787 SEVENTH AVE CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2128412000 MAIL ADDRESS: STREET 1: 787 SEVENTH AVE CITY: NEW YORK STATE: NY ZIP: 10019 SC 13D 1 SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------ SCHEDULE 13D Under the Securities Exchange Act of 1934 Staff Leasing, Inc. (Name of Issuer) Shares of Common Stock, ($.01 par value) (Title of Class of Securities) 0008523811 (CUSIP Number) with copies to: Gary Binning John M. Reiss, Esq. Paribas White & Case LLP 787 Seventh Avenue 1155 Avenue of the Americas New York, NY 10019 New York, NY 10036 (212) 841-2141 (212) 819-8247 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 12, 1999 ------------------------------------------------------------ (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or13d-1(g), check the following box. (X) Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. ------------ SCHEDULE 13D - --------------------------------- CUSIP No. 0008523811 - --------------------------------- - -------- ----------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Paribas I.R.S. Identification No. - -------- ----------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ( )(a) (X)(b) - -------- ----------------------------------------------------------------------- 3 SEC USE ONLY - -------- ----------------------------------------------------------------------- 4 SOURCE OF FUNDS N/A - -------- ----------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ( ) - -------- ----------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Republic of France - ----------------------------------- ------- ------------------------------------ NUMBER OF SHARES BENEFICIALLY 7 SOLE VOTING POWER OWNED BY EACH REPORTING PERSON 0* WITH ------- ------------------------------------ 8 SHARED VOTING POWER 0 ------- ------------------------------------ 9 SOLE DISPOSITIVE POWER 0* ------- ------------------------------------ 10 SHARED DISPOSITIVE POWER 0 - -------- ----------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0* - -------- ----------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ( ) - -------- ----------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0 - -------- ----------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON BK - -------- ----------------------------------------------------------------------- ______________________ * Paribas may be deemed to be the beneficial owner of the Common Stock of Staff Leasing, Inc. reported herein through its direct ownership of Paribas North America, Inc. and its indirect ownership of Paribas Principal, Inc. Such shares of Staff Leasing, Inc. are not included above so as to avoid double counting. - -------- ----------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Paribas North America, Inc. I.R.S. Identification No. - -------- ----------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ( )(a) (X)(b) - -------- ----------------------------------------------------------------------- 3 SEC USE ONLY - -------- ----------------------------------------------------------------------- 4 SOURCE OF FUNDS N/A - -------- ----------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ( ) - -------- ----------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION State of Delaware - ----------------------------------- ------- ------------------------------------ NUMBER OF SHARES BENEFICIALLY 7 SOLE VOTING POWER OWNED BY EACH REPORTING PERSON 425,000* WITH ------- ------------------------------------ 8 SHARED VOTING POWER 0 ------- ------------------------------------ 9 SOLE DISPOSITIVE POWER 425,000* ------- ------------------------------------ 10 SHARED DISPOSITIVE POWER 0 - -------- ----------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 425,000* - -------- ----------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ( ) - -------- ----------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.9 - -------- ----------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON Co - -------- ----------------------------------------------------------------------- ______________________ * Paribas North America, Inc. may be deemed to be the beneficial owner of the Common Stock of Staff Leasing, Inc. reported herein by Paribas Principal, Inc. through its ownership of Paribas Principal, Inc. Such shares of Staff Leasing, Inc. are not included above so as to avoid double counting. - -------- ----------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Paribas Principal Incorporated I.R.S. Identification No. 133529118 - -------- ----------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ( )(a) (X)(b) - -------- ----------------------------------------------------------------------- 3 SEC USE ONLY - -------- ----------------------------------------------------------------------- 4 SOURCE OF FUNDS N/A - -------- ----------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ( ) - -------- ----------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION State of New York - ----------------------------------- ------- ------------------------------------ NUMBER OF SHARES BENEFICIALLY 7 SOLE VOTING POWER OWNED BY EACH REPORTING PERSON 2,321,891 WITH ------- ------------------------------------ 8 SHARED VOTING POWER 0 ------- ------------------------------------ 9 SOLE DISPOSITIVE POWER 2,321,891 ------- ------------------------------------ 10 SHARED DISPOSITIVE POWER 0 - -------- ----------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,321,891 - -------- ----------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ( ) - -------- ----------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.9 - -------- ----------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON Co - -------- ----------------------------------------------------------------------- Item 1. Security and Issuer. This statement on Schedule 13D (this "Statement") relates to the common stock, $.01 par value per share (the "Common Stock"), of Staff Leasing, Inc., a Florida corporation (the "Company"). The principal executive offices of the Company are located at 600 301 Boulevard West, Bradenton, FL 34205. Item 2. Identity and Background. This Statement is being filed by (i) Paribas Principal Incorporated ("PPI"), a corporation organized under New York law, (ii) Paribas North America, Inc. ("PNA"), a corporation organized under Delaware law and (iii) Paribas, a banking organization established under the laws of the Republic of France which engages in activities and maintains holdings in a number of jurisdictions. PPI, PNA and Paribas are hereinafter sometimes collectively referred to as the "Reporting Persons." PPI is a wholly-owned subsidiary of PNA which in turn is a wholly-owned subsidiary of Paribas. PPI is a Small Business Investment Company licensed by the U.S. Small Business Administration through which Paribas holds investments in qualifying small businesses. The address of PPI's principal place of business is 787 Seventh Avenue, New York, New York 10019. PNA is a holding company through which Paribas holds investments in the United States. The address of PNA's principal place of business is 787 Seventh Avenue, New York, New York 10019. Paribas engages in banking and financial services world-wide. In addition, Paribas holds operating subsidiaries that engage in a wide variety of financial services, manufacturing, trading development and related activities. The principal office address of Paribas is 3, rue d'Antin, 75002 Paris, France. The attached Schedule I is a list of the executive officers and directors of PPI, PNA and Paribas, which contains the following information with respect to each such person: (i) name; (ii) business address; (iii) present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted; and (iv) citizenship. During the last five years, neither PPI, PNA, Paribas nor, to the best of PPI's, PNA's or Paribas' knowledge, any person named on Schedule I hereto has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person 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 purchase price for the shares of Common Stock currently beneficially owned by each of PPI and PNA was funded from each of PPI's and PNA's working capital. This Statement does not report an acquisition of any shares of Common Stock, but rather is filed pursuant to Rule 13d-1(e) promulgated under the Exchange Act to report the Filing Persons' proposals regarding certain potential transactions involving the Company, as described in more detail below. Item 4. Purpose of Transaction. Each of the Reporting Persons originally acquired the shares of Common Stock beneficially owned by such person for investment purposes. In the ordinary course of the Reporting Persons' businesses, the Reporting Persons from time to time review their investments and consider possible strategies for enhancing value. As part of their ongoing review of their investment in the Common Stock, representatives of PPI met with the Chief Executive Officer of the Company on March 12, 1999, to discuss the financial condition and prospects of the Company. During the course of the conversation, PPI indicated that PPI would be interested in exploring with the Company a transaction whereby a company, in which PPI has a substantial investment, would enter into a business combination transaction with the Company. On March 17, 1999, PPI sent a letter to the Company (the "Proposal Letter") (attached hereto as Exhibit 1) pursuant to which PPI made a non-binding proposal to acquire the Company through Transport Labor Contract/Leasing, Inc. (the "Purchaser"), a company operating in the staff leasing industry in which PPI has a substantial equity interest. The Proposal Letter provided that the Company's existing stockholders would receive $17.50 per share in cash for their shares of Common Stock, provided, that certain current strategic stockholders would be given the opportunity to exchange their equity interests in the Company for equity interests in the surviving entity in the merger (the "Proposed Transaction"). In connection with the Proposed Transaction, the Common Stock would be delisted from Nasdaq and would be deregistered under the Exchange Act. As set forth in the Proposal Letter, the Proposal Letter does not constitute a binding offer and any agreement would be subject to a number of customary conditions. In particular, the proposal is conditioned upon the approval of the Board of Directors of each of the Purchaser and the Company, the obtaining of financing and satisfactory completion of due diligence by the Purchaser. In the Proposal Letter, PPI requested that the Company inform PPI by March 19 as to when PPI can commence due diligence. No assurances can be given as to whether PPI will make an offer for the Company, if an offer is made what the terms and conditions of such offer would be, whether the Company will accept such offer or if the offer is accepted whether a transaction will be consummated. The Reporting Persons expect to evaluate on an ongoing basis the Company's financial condition, business, operations and prospects, market price of the Common Stock, conditions in securities markets generally, general economic and industry conditions and other factors. The Reporting Persons reserve the right to change their plans and intentions at any time, as they deem appropriate and may or may not submit a revised proposal or withdraw the proposal. In particular, the Reporting Persons may at any time and from time to time acquire additional shares of Common Stock or securities convertible or exchangeable for Common Stock; dispose of shares of Common Stock; or exercise warrants for shares of Common Stock. Any such transactions may be effected at any time and from time to time, subject to any applicable limitations of the Securities Act of 1933, as amended (the "Securities Act"), and the Exchange Act. Except as disclosed in this Item 4, none of the Reporting Persons has any current 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 plan 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 Exchange Act; or (j) Any action similar to any of those enumerated above. Item 5. Interest in Securities of the Issuer. Set forth in the table below is the number and percentage of shares of Common Stock beneficially owned by each Reporting Person as of March 12, 1999. None of the Reporting Persons beneficially owns shares of any other class of capital stock of the Company.
Number of Shares Number of Shares Beneficially Owned Beneficially Owned Aggregate Number of Percentage of with Sole Voting and with Shared Voting Shares Beneficially Class Beneficially Name Dispositive Power (1) and Dispositive Power Owned Owned (2) - ------------------------- --------------------- --------------------- ------------------- ------------------ Reporting Persons (3) 2,746,891 0 2,746,891 11.7% PPI (4) 2,321,891 0 2,321,891 9.9% PNA (5) 425,000 0 425,000 1.9% Paribas (6) 0 0 0 0% - --------------- (1) Pursuant to Rule 13d-3 under the Exchange Act, a person is deemed to be a "beneficial owner" of a security if that person has or shares "voting power" (which includes the power to vote or to direct the voting of such security) or "investment power" (which includes the power to dispose or to direct the disposition of such security). A person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership (such as by exercise of options or pursuant to a conversion feature of a security) on or within 60 days after the date hereof. In addition, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may disclaim any beneficial interest. (2) The percentages of Common Stock indicated in this table are based on the 22,471,067 shares of Common Stock outstanding as of October 31, 1998, as disclosed in the Company's most recent Form 10-Q filed with the Securities and Exchange Commission. Any Common Stock not outstanding which is subject to options or conversion privileges which the beneficial owner had the right to exercise on or within 60 days after the date hereof is deemed outstanding for purposes of computing the percentage of Common Stock owned by such beneficial owner and for the Reporting Persons but is not deemed outstanding for the purpose of computing the percentage of outstanding Common Stock owned by any other beneficial owner. (3) Includes (i) 1,323,521 shares of Common Stock owned of record by PPI, (ii) warrants to purchase 998,370 shares of Common Stock owned of record by PPI, and (iii) 425,000 shares of Common Stock owned of record by PNA. (4) Includes (i) 1,323,521 shares of Common Stock owned of record by PPI, and (ii) warrants to purchase 998,370 shares of Common Stock owned of record by PPI. (5) Includes 425,000 shares of Common Stock owned of record by PNA. PNA may be considered the beneficial owner of the shares reported by PPI herein through its ownership of PPI. Such shares are not included in the table so as to avoid double counting. (6) Paribas may be considered the beneficial owner of the shares reported by PPI and PNA herein through its ownership of PNA. Such shares are not included in the table so as to avoid double counting.
Item 6. Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer. Common Stock Purchase Warrant. The Company has granted PPI a Common Stock Purchase Warrant, dated as of June 9, 1998 (the "Purchase Warrant"). The Purchase Warrant provides PPI the right to purchase 998,370 shares of Common Stock of the Company, $0.01 par value per share, at an exercise price of $7.24 per share. The Purchase Warrant is currently exercisable by PPI until it expires on March 31, 2001. The Purchase Warrant has certain anti-dilution protections and transfer restrictions more fully described in Articles II and III of the Purchase Warrant which are hereby incorporated by reference. PPI is party to a Registration Rights Agreement dated April 26, 1996 with the Company (as successor in interest to Staff Capital L.P.), (the "Registration Rights Agreement"). Pursuant to the Registration Rights Agreement, Paribas, PPI and their respective affiliates (the "Paribas Holders") have the right to request on two occasions that the Company, at the Company's expense, register pursuant to the Securities Act, certain shares of Common Stock held by the Paribas Holders. The Paribas Holders also have the right, subject to certain limitations, to request that the Company, at the Company's expense, include certain shares of Common Stock in a registration undertaken by the Company. All requests for registration are subject to certain other customary terms and conditions. The foregoing description of each of the Purchase Warrant and Registration Rights Agreement is qualified in its entirety by the provisions of each such document, forms of which are attached hereto as exhibits. Item 7. Material to Be Filed as Exhibits. The following exhibits are filed with this statement: 1. Proposal Letter, dated March 17, 1999, from PPI to the Company. 2. Form of Purchase Warrant issued by the Company to PPI. 3. Registration Rights Agreement, dated April 26, 1996 between PPI, the Company (as successor in interest to Staff Capital, L.P.) and the other parties set forth therein. 4. Joint Filing Agreement, dated March 18, 1999 among the Reporting Persons. SIGNATURE Each Reporting Person certifies that, after reasonable inquiry and to the best of its knowledge and belief, the information set forth in this statement is true, complete and correct. Dated: March 19, 1999 PARIBAS By: /s/ Gary A. Binning --------------------------------- Name: Gary A. Binning Title: Managing Director PARIBAS NORTH AMERICA, INC By: /s/ John G. Martinez --------------------------------- Name: John G. Martinez Title: Financial Controller PARIBAS PRINCIPAL, INC By: /s/ Gary A. Binning --------------------------------- Name: Gary A. Binning Title: Director Schedule I The following tables set forth for the directors and executive officers of PPI, Paribas and PNA (i) the name and citizenship of each such person; (ii) the present principal occupation or employment of each such person; and (iii) the name, principal business and address of any business corporation or other organization in which such occupation or employment is conducted.
A. Executive Officers and Directors of PPI Present principal occupation or Name/Position employment and name and business Name/Position Citizenship address of employer M. Steven Alexander/ United States Managing Director of Paribas, Director and President of New York Branch PPI 787 Seventh Avenue New York, New York 10019 Philippe Blavier/ United States and Global Head of Corporate Banking of Director of PPI French Paribas, 3 rue d'Antin 75002 Paris, France Jeffrey Youle/ United States Managing Director of Paribas, Director and Secretary of PPI New York Branch 787 Seventh Avenue New York, New York 10019 Everett Schenk/ United States Managing Director of Paribas, Director of PPI New York Branch 787 Seventh Avenue New York, New York 10019 Herve Couffin/ French Member of the Executive Director of PPI Committee of Paribas Affaires Industrielles, 3 rue d'Antin 75002 Paris, France Gary Binning/ United States Managing Director of Paribas, Director of PPI New York Branch 787 Seventh Avenue New York, New York 10019 Stephen Eisenstein/ United States Managing Director of Paribas, Director of PPI New York Branch 787 Seventh Avenue New York, New York 10019 Donna Kiernan/ United States Chief Financial Officer of Paribas, Chief Financial Officer of PPI New York Branch 787 Seventh Avenue New York, New York 10019
B. Executive Officers and Directors of Paribas Except as otherwise noted, the address of each such person in this Part C is 3, rue d'Antin, 75002 Paris, France.
Present Principal occupation or employment and name and business Name/Position Citizenship address of employer Michel Francois-Poncet/ French President of Supervisory Board of President of Supervisory PARIBAS Board Evan Baird/Member of United Kingdom President Supervisory Board SCHLUMBERGER 42, rue Saint Dominique 75007 Paris, France Claude Bebear/Member of French President Supervisory Board AXA 21/23, avenue de Matignon 75008 Paris, France Paul Desmarais/ Member Canadian President of Supervisory Board Power Corporation of Canada 751 Victoria Square Montreal, Quebec Canada Jean Gandois/Member of French President Supervisory Board Cockerill Sambre 4 Rue Quentin Bauchart 75008 Paris, France Antoine Jeancourt- French President Galignani/Member of ASSURANCES GENERALE Supervisory Board DE FRANCE 87, rue de Richelieu 75002 Paris, France Thierry Desmarest/ French President Member of Supervisory COMPAGNIE FRANCAISE Board DES PETROLES TOTAL Tour Total 24, Cours Michelet 92080 Puteaux, France Andre Levy-Lang/ French President of Board of President of Board of Management of Management PARIBAS Philippe Dulac/ French Member of Board of Member of Board of Management of Management PARIBAS Christian Manset/ French Member of the Supervisory Board of Member of Supervisory PARIBAS Board Colette Neuville/ Member French Representative of the Minority of Supervisory Board Shareholders Association 4, rue Montescot 28000 Chartres, France Dennis Kessler/Member of French Directeur General Supervisory Board AXA 21/23, Avenue de Matignon 75008 Paris, France Serge Tchuruk/Member of French Alcatel Alsthom Supervisory Board 33, rue Emeriau 75015 Paris, France Amaury-Daniel de Seze/ French Member of Board of Member of Board of Management of PARIBAS Management Antonio Borges/ Portuguese Dean of INSEAD Business School, Member of the Boulvard de Constance Supervisory Board 77305 Fountainbleau Cedex Philippe Degeilh/ French Member of the Supervisory Board of Member of the Paribas Supervisory Board Paul-Louis Halley/ French Chairman Member of the Promodes Supervisory Board 123 rue Jules Guesde 12300 Levallois-Perret Alexandre Lamfalussy/ Belgian President Member of the Insitute of European Studies Supervisory Board Place des Doyeus 1348 Louvairre, Neuve Belgium Jean Clamon/ French Member of the Board of Management of Member of the Board of Paribas Management Virin Moulin/ French Member of the Supervisory Board of Member of the Paribas Supervisory Board Pierre Nourrit/ French Member of the Supervisory Board of Member of the Paribas Supervisory Board Pierre Scohier/ Belgian President Member of the Compagnie Belge de Supervisory Board Particiaptions/Paribas World Trade Center I, 162, Boulevard Emille Jacqmain, Boite postale 56 1210, Bruxelles Ernest Antoine Seilliere/ French President Member of the MEDEF Supervisory Board President of the Supervisory Board of CAP GEMINI Chairman of MARINE WENDEL Chairman of CGIP Daniel Bouton/ Member of the French President Supervisory Board Societe Generale President of Societe Generale Tour Societe Generale 17, Cours Valmy 92972 Paris - La Defence 7 Valmy Dominique Hoenn/ French Member of the Board of Management of Member of the Board of Paribas Management Robert de Metz/ French Member of the Board of Management of Member of the Board of Paribas Management Bernard Muller/ Member French Member of the Board of Management of of the Board of Paribas Management
C. Executive Officers and Directors of Paribas North America Except as otherwise noted, the address of each such person in this Part C is 787 Seventh Avenue, New York, New York 10019.
Present Principal occupation or employment and name and business Name/Position Citizenship address of employer Dominique Hoenn/ Director French Member of the Board of Management of of PNA Paribas, 3, rue d'Antin, 75002 Paris, France Bernard Allorent/ Director French Paribas, 3, rue d'Antin, 75002 Paris, of PNA France Philippe Blavier/ United States and Global Head of Corporate Banking of Director of PNA French Paribas, 3 rue d'Antin 75002 Paris, France David Brunner/ United States Director of PNA Alain Louvel/ French Paribas, 3 rue d'Antin, 75002 Paris, Director PNA France Christian Manset/Member of French Member of Board of Management Board of Management COMPAGNIE FINANCIERE DE PARIBAS Victor Maruri/ Director of PNA Amaury-Daniel de Seze/ French Member of Board of Management Director of PNA PARIBAS 3, rue d'Antin Paris France Everett Schenk/ United States Managing Director of Paribas, Director of PNA New York Branch 787 Seventh Avenue New York, New York 10019 Geroge T. Deason/ United States Vice President, Secretary and General Vice President, Secretary Counsel of PNA and General Counsel of PNA Donna Kiernan/ Chief United States Chief Financial Officer of PNA Financial Officer of PNA
EXHIBIT INDEX Exhibit No. 1. Proposal Letter, dated March 17, 1999, from PPI to the Company. 2. Form of Purchase Warrant issued by the Company to PPI. 3. Registration Rights Agreement, dated April 26, 1996 between PPI, the Company (as successor in interest to Staff Capital, L.P.) and the other parties set forth therein. 4. Joint Filing Agreement, dated March 18, 1999 among the Reporting Persons. EX-1 2 LETTER March 17, 1999 Staff Leasing, Inc. 600 301 Boulevard West, Suite 202 Bradenton, Florida 34205 Attn: Charles S. Craig Chairman Gentlemen: We would like to propose to you an acquisition of Staff Leasing Inc. (the "Company") by Paribas Principal Partners ("PPP") through Transport Labor Contract/Leasing, Inc., a company operating in the staff leasing industry in which PPP has a substantial equity interest (the "Purchaser"). The transaction would be effected by a merger in which the Company's existing stockholders would receive $17.50 in cash for each share of outstanding Company common stock. Certain strategic shareholders and their related parties would be given the opportunity to exchange their equity interests in the Company for equity interests in the surviving corporation in the merger. This, of course, would be done on a tax-free basis. We believe the acquisition can be structured so that the Company is the surviving corporation in the merger and the only goodwill which would be recognized would arise from the deemed acquisition of the Purchaser. We believe our proposal presents an extremely attractive opportunity for the Company's stockholders, who would receive a premium of approximately 70% over today's closing market price. We are highly confident of our ability to obtain the necessary financing to effect the merger and are currently in discussions with a major financial institution to obtain $250 million of financing. Moreover, if necessary, PPP would be willing to provide additional equity to the transaction if more stockholders than expected determine to receive cash for their shares. We are a long time and supportive stockholder of the Company, we know the Company very well and we believe we could quickly consummate a transaction which would be in the best interests of the Company, its stockholders, employees, clients and the community in which the Company operates. It is our intention that the Company would continue to operate under its current management, at its present location and under its present name. The continuation of your management team and other employees is important to us. Therefore, we are prepared to work with you to ensure that they are properly motivated to continue with the Company. We are providing you with this letter to express our sincere desire to work together with you to reach agreement on a transaction that can be presented to the Company's stockholders as the joint effort of the Purchaser and the Company's Board of Directors. Our proposal visualizes the negotiation and execution of a mutually acceptable definitive merger agreement, the operation of the Company in the ordinary course of business and the maintenance of the Company's existing cash pool. We hope that you and your Board of Directors will view this proposal as we do - a unique opportunity for the Company's stockholders to realize full value for their shares in a transaction that can quickly be consummated. We are prepared to meet with the Board of Directors of the Company and its advisors to answer any questions that the Board may have about our proposal and to proceed expeditiously to negotiate a definitive merger agreement with the Company. As you can appreciate, this letter is only a proposal and does not constitute a legally binding offer or agreement. Any such agreement would require completion of due diligence satisfactory to the Purchaser, execution of a mutually agreeable definitive agreement and approval of the Company's Board of Directors and the Board of Directors of the Purchaser. Because of our long-time familiarity with the Company, we believe that we could complete our due diligence (and our financing source could complete their's) and negotiate definitive agreements within 21 days. We are prepared to execute a customary confidentiality agreement and commence our due diligence immediately. Please inform us by the close of business on March 19 as to when we can commence our due diligence. As you know, PPP and certain of its affiliates have previously filed a Schedule 13G with the Securities and Exchange Commission. Our lawyers have advised us that we must file a Schedule 13D with the Securities and Exchange Commission by March 22, 1999. They have also advised us that the filing will be required to include a copy of this letter. We are highly enthusiastic about the prospects of the transaction outlined above. Sincerely, /s/ Gary A. Binning ------------------- EX-2 3 FORM OF PURCHASE WARRANT THIS WARRANT AND ANY SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND NEITHER THIS WARRANT NOR ANY SUCH SHARES MAY BE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT. FORM OF WARRANT To Purchase Common Stock of STAFF LEASING, INC., a Florida corporation THIS IS TO CERTIFY that Paribas Principal Incorporated, a corporation, having its principal place of business at Equitable Tower, 787 7th Avenue, New York, New York 10019, or its registered assigns, is entitled upon the due exercise hereof at any time during the Exercise Period (as hereinafter defined) to purchase _______ shares of Common Stock, $.01 par value, of Staff Leasing, Inc., a Florida corporation (the "Company"), at an exercise price of $____ per share (the "Exercise Price"), as such price may be adjusted pursuant to Article IV, and to exercise the other rights, powers and privileges hereinafter provided, all on the terms and subject to the conditions set forth herein. The foregoing Exercise Price and number of shares of Common Stock purchasable hereunder are subject to adjustment as hereinafter set forth. ARTICLE I DEFINITIONS The terms defined in this Article I, whenever used in this Warrant, shall have the following respective meanings: "Adjustment Transaction" means any of (i) the declaration of a dividend upon, or distribution in respect of, any of the Company's capital stock, payable in Common Stock, Convertible Securities or Stock Purchase Rights, (ii) the subdivision or combination by the Company of its outstanding Common Stock into a larger or smaller number of shares of Common Stock, as the case may be, (iii) any capital reorganization or reclassification of the capital stock of the Company, (iv) the consolidation or merger of the Company with or into another corporation, (v) the sale or transfer of the property of the Company as (or substantially as) an entirety, or (vi) any event as to which, in the opinion of the Company's Board of Directors, acting in its sole discretion, the foregoing clauses are not strictly applicable but the failure to make an adjustment in the Exercise Price hereunder would not fairly protect the purchase rights, without dilution, represented by this Warrant. "Affiliate" means, when used with respect to a specified Person, any other Person directly or indirectly controlling, controlled by, or under direct or indirect Common Control with the specified Person. For purposes of this definition, "Control" when used with respect to any Person includes, without limitation, the direct or indirect beneficial ownership of more than ten percent (10%) of the outstanding voting securities or voting equity of such Person or the power to direct or cause the direction of the management and policies of such Person whether by contract or otherwise. "Assignment" means the form of Assignment set forth on Exhibit 1-A. "Closing Date" means ____________. "Commission" means the Securities and Exchange Commission or another Federal agency from time to time administering the Securities Act. "Common Stock" means the Common Stock of the Company, $.01 par value. "Company" has the meaning set forth on the cover page of this Warrant and shall include any successor corporation. "Convertible Securities" means evidences of indebtedness, shares of stock or other securities which are convertible into or exchangeable for, with or without payment of additional consideration, additional shares of Common Stock, either immediately or upon the arrival of a specified date or the happening of a specified event. "Current Market Price" as to any security on any date specified herein means the average of the daily closing prices for the thirty (30) consecutive trading days before such date excluding any trades which are not bona fide arm's length transactions. The closing price for each day shall be (i) the mean between the closing high bid and low asked quotations of any such security in the over-the-counter market as shown by the National Association of Securities Dealers, Inc., Automated Quotation System, or any similar system of automated dissemination of quotations of securities prices then in common use, if so quoted, as reported by any member firm of the New York Stock Exchange selected by the Company, (ii) if not quoted as described in clause (i), the mean between the high bid and low asked quotations for any such security as reported by the National Quotation Bureau Incorporated or any similar successor organization, as reported by any member firm of the New York Stock Exchange selected by the Company, or (iii) if any such security is listed or admitted for trading on any national securities exchange, the last sale price of any such security, or the mean of the closing bid and asked prices thereof if no such sale occurred, in each case as officially reported on the principal securities exchange on which any such security is listed. If any such security is quoted on a national securities or central market system in lieu of a market or quotation system described above, the closing price shall be determined in the manner set forth in clause (i) of the preceding sentence if bid and asked quotations are reported but actual transactions are not, and in the manner set forth in clause (iii) of the preceding sentence if actual transactions are reported. "Exercise Period" means the period commencing on the Closing Date and terminating on ______________. "Initial Holder" means The Person whose name is set forth on the cover page of this Warrant as the initial holder of this Warrant. "Issuable Warrant Shares" means the number of shares of Common Stock issuable from time to time upon exercise of this Warrant. "Issued Warrant Shares" means (a) the cumulative total of the shares of Common Stock issued from time to time upon exercise of this Warrant, plus (b) any shares of Common Stock issued as a stock dividend with respect to such shares or as part of a stock split affecting such shares. "Notice of Exercise" means the form of Notice of Exercise set forth on Exhibit 1-B. "Opinion of Counsel" means an opinion of counsel experienced in Securities Act matters, chosen by the holder of this Warrant or the holder of Issued Warrant Shares, which counsel may be counsel to such holder, which is reasonably satisfactory to the Company. "Payment Shares" has the meaning set forth in Section 2.2 of the definition of "Permitted Payment Methods". "Permitted Payment Methods" means either of (i) wire transfer of immediately available funds to an account in a commercial bank located in the United States designated by the payee for such purpose; (ii) delivery of a certified or official commercial bank check; (iii) delivery of shares of Common Stock (duly endorsed for transfer to the Company or accompanied by duly executed blank stock powers) having an aggregate Current Market Price equal to the aggregate Exercise Price for all shares of Common Stock to be purchased pursuant to this Warrant and such Notice of Exercise; or (iv) directing the Company in writing to withhold from the number of shares of Common Stock to be purchased pursuant to this Warrant and such Notice of Exercise shares of Common Stock having such aggregate Current Market Price. "Person" means an individual, corporation, partnership, limited liability company, trust, or unincorporated organization, or a government or any agency or political subdivision thereof. "Rule 144" shall have the meaning set forth in Section 5.5 hereof. "Securities Act" means the Securities Act of 1933, as amended, or any successor Federal statute, and the rules and regulations of the Commission promulgated thereunder, all as the same shall be in effect from time to time. "Stock Purchase Rights" means any warrants, options or other rights to subscribe for, purchase or otherwise acquire any shares of Common Stock or any Convertible Securities. "Warrant" means this Warrant dated as of _____________ issued to the Initial Holder and all warrants issued upon the partial exercise, transfer or division of, or in substitution for, any warrant. "Warrant Shares" means the Issuable Warrant Shares plus the Issued Warrant Shares. Whenever used in this Warrant, any noun or pronoun shall be deemed to include both the singular and plural and to cover all genders, and the words "herein," "hereof," and "hereunder" and words of similar import shall refer to this instrument as a whole, including any amendments hereto. Unless specified otherwise, all Article, Section and Exhibit references shall be to the Articles, Sections and Exhibits of or to this Warrant. ARTICLE II EXERCISE OF WARRANT 2.1 Right to Exercise. On the terms and subject to the conditions of this Article II, the holder hereof shall have the right, at its option, to exercise this Warrant in whole or in part at any time during the Exercise Period. 2.2 Manner of Exercise; Issuance of Common Stock. To exercise this Warrant, the holder hereof shall deliver to the Company (a) a Notice of Exercise duly executed by such holder, (b) an amount equal to the aggregate Exercise Price for all shares of Common Stock to be purchased pursuant to this Warrant and such Notice of Exercise, and (c) this Warrant. At the option of such holder, payment of the Exercise Price may be made by any of the Permitted Payment Methods. The Company shall pay any and all documentary stamp or similar issue taxes payable in respect of the issue of the Warrant Shares. Upon receipt of the required deliveries, the Company shall, as promptly as practicable but in any event within five Business Days thereafter, cause to be issued and delivered to the holder hereof (or its nominee) or, subject to Article V, the transferee designated in the Notice of Exercise, a certificate or certificates representing shares of Common Stock equal to the aggregate number of shares of Common Stock specified in the Notice of Exercise. Such certificate or certificates shall be registered in the name of the holder hereof (or its nominee) or in the name of such transferee, as the case may be. 2.3 Effectiveness of Exercise. Unless otherwise requested by the holder hereof, this Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the holder or transferee so designated in the Notice of Exercise shall be deemed to have become the holder of record of such shares for all purposes, as of the close of business on the date on which each of the Notice of Exercise, payment of the Exercise Price and this Warrant are received by the Company. 2.4 Fractional Shares. The Company shall not issue fractional shares of Common Stock upon any exercise of this Warrant. 2.5 Continued Validity. A holder of shares of Common Stock issued upon the exercise of this Warrant shall continue to be entitled to all rights to which a holder of this Warrant is entitled pursuant to the provisions hereof except such rights as by their terms apply solely to the holder of a Warrant. The Company agrees and acknowledges that each such holder of shares of Common Stock shall be and is hereby deemed to be a third party beneficiary of this Warrant. ARTICLE III REGISTRATION, TRANSFER AND EXCHANGE The Company shall keep at its principal office an open register in which it shall provide for the registration, transfer and exchange of this Warrant. The holder hereof and the Company shall take such actions as may be necessary from time to time (or as may be reasonably requested by the other party) to effect the proper registration of this Warrant or portions hereof in connection with any transfer or exchange of this Warrant or portions hereof. All Warrants issued upon any registration of transfer or exchange of Warrants shall be the valid obligations of the Company, evidencing the same rights, and entitled to the same benefits, as the Warrants surrendered upon such registration of transfer or exchange. Upon the Company's receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant, and, in the case of any such loss, theft or destruction, upon the Company's receipt of adequate security in the form of a lost security indemnity letter from holder, or other security reasonably satisfactory to the Company or, in the case of any such mutilation, upon the surrender of such Warrant, the Company will execute and deliver, in lieu thereof, a new Warrant. The Company and any agent of the Company may treat the Person in whose name this Warrant is registered on the register kept at the principal office of the Company as the owner and holder thereof for all purposes. ARTICLE IV ADJUSTMENT OF EXERCISE PRICE 4.1 General Statements of Intent. If any Adjustment Transaction shall occur, the Exercise Price shall be adjusted by the Company so as to fairly preserve, without dilution, the purchase rights represented by this Warrant in accordance with the essential intent and purposes hereof. If the holder of this Warrant disputes the adjustment of the Exercise Price made by the Company and the parties cannot otherwise resolve the dispute promptly and in good faith, then the Company shall appoint a firm of independent public accountants of recognized national standing (which may be the regular auditors of the Company), which shall give their opinion as to the adjustment, if any, to be made to the Exercise Price as the result of the relevant Adjustment Transaction. Upon receipt of such opinion, the Company shall promptly mail a copy thereof to the holder of this Warrant and shall make the adjustment described therein. Anything herein to the contrary notwithstanding, the Company shall not be required to make any adjustment of the Exercise Price in the case of the issuance of shares of Common Stock upon the exercise of this Warrant. In case the Company after the date hereof shall propose to (i) pay any dividend payable in stock to the holders of shares of Common Stock or to make any other distribution to the holders of shares of Common Stock, (ii) offer to the holders of shares of Common Stock rights to subscribe for or purchase any additional shares of any class of stock or any other rights or options or (iii) effect any reclassification of the Common Stock (other than a reclassification involving merely the subdivision or combination of outstanding shares of Common Stock), or any capital reorganization or any consolidation or merger (other than a merger in which no distribution of securities or other property is to be made to holders of shares of Common Stock), or any sale, transfer or other disposition of its property, assets and business as an entirety or substantially as an entirety, or the liquidation, dissolution or winding up of the Company, then, in each such case, the Company shall mail to the holder of this Warrant notice of such proposed action, which shall specify the date on which the stock transfer books of the Company shall close, or a record shall be taken, for determining the holders of Common Stock entitled to receive such stock dividends or other distribution or such rights or options, or the date on which such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, dissolution or winding up shall take place or commence, as the case may be, and the date as of which it is expected that holders of Common Stock of record shall be entitled to receive securities or other property deliverable upon such action, if any such date is to be fixed. Such notice shall be mailed in the case of any action covered by clause (i) or (ii) above at least ten (10) days prior to the record date for determining holders of Common Stock for purposes of receiving such payment or offer, or in the case of any action covered by clause (iii) above at least twenty (20) days prior to the date upon which such action takes place and ten (10) days prior to any record date to determine holders of Common Stock entitled to receive such securities or other property. Failure to file any certificate or notice or to mail any notice, or any defect in any certificate or notice pursuant to this Section shall not affect the legality or validity of the adjustment of the Exercise Price or the number of shares purchasable upon exercise of this Warrant, or any transaction giving rise thereto. ARTICLE V RESTRICTIONS ON TRANSFER 5.1 Compliance with Securities Laws. The Initial Holder, by acceptance hereof, agrees that this Warrant and the Issued Warrant Shares are being acquired solely for its own account and not as a nominee for any other party and not with a view toward the resale or distribution thereof and that it will not offer, sell or otherwise dispose of this Warrant or any Issued Warrant Shares except under circumstances which will not result in a violation of any federal or state securities laws. Upon the exercise of this Warrant, the Initial Holder or any subsequent holder, as the case may be, shall confirm in writing, in a form reasonably satisfactory to the Company, that the Issued Warrant Shares are being acquired solely for its own account and not as a nominee for any other party and not with a view toward resale or distribution thereof. 5.2 Notice of Proposed Transfer. In the event the Initial Holder or any subsequent holder of this Warrant or of Issued Warrant Shares desires to transfer in whole or in part this Warrant or any Issued Warrant Shares, such holder shall give written notice thereof to the Company, prior thereto, and such holder shall obtain an Opinion of Counsel, if requested by the Company, to the effect that the proposed transfer may be effected without registration or qualification under any federal or state securities or blue sky law. Such counsel shall, as promptly as practicable, notify the Company and the holder of such opinion and of the terms and conditions, if any, to be observed in such transfer. Promptly upon receiving such written notice and the Opinion of Counsel, if so requested, the Company, if it concurs with the Opinion of Counsel, as promptly as practicable, shall notify the holder that such holder may sell or otherwise dispose of this Warrant or the Issued Warrant Shares, all in accordance with the terms of the notice delivered to the Company and this and any other agreements between the Company and the holder. Any certificate representing the Issued Warrant Shares (except a transfer pursuant to Rule 144(k)) shall bear a restrictive legend as to the applicable restrictions on transferability in order to insure compliance with federal and state securities laws, unless in the aforesaid Opinion of Counsel, such legend is not required in order to insure compliance with the federal and state securities laws. The Company may issue stop transfer instructions to its transfer agent in connection with such restrictions. 5.3 Legend on Warrants and Certificates. Each Warrant shall bear a legend in substantially the following form: "This Warrant and any shares of Common Stock issuable upon the exercise of this Warrant have not been registered under the Securities Act of 1933, as amended, and neither this Warrant nor any such shares may be transferred in the absence of such registration or an exemption therefrom under such Act." In case any shares are issued upon the exercise in whole or in part of this Warrant or are thereafter transferred, in either case under such circumstances that no registration under the Securities Act is required, each certificate representing such shares shall bear the following legend: "The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended, and may not be transferred in the absence of such registration or an exemption therefrom under such Act. In addition, any transfer of these shares is subject to the conditions specified in the Warrant dated as of ________ originally issued by Staff Leasing, Inc. (the "Company") to Paribas Principal Incorporated, to purchase shares of Common Stock, $.01 par value, of the Company. A copy of the form of such Warrant is on file with the Secretary of the Company at 600 301 Boulevard West, Suite 202, Bradenton, Florida 34205 and will be furnished without charge by the Company to the holder of this certificate upon written request to the Secretary of the Company at such address." 5.4 Termination of Restrictions. The restrictions imposed under this Article V upon the transferability of this Warrant, or of Issuable Warrant Shares or Issued Warrant Shares, shall cease when (a) a registration statement covering such Issuable Warrant Shares or Issued Warrant Shares becomes effective under the Securities Act or (b) the Company receives an Opinion of Counsel that such restrictions are no longer required in order to ensure compliance with the Securities Act. When such restrictions terminate, the Company shall, or shall instruct its transfer agent and registrar to, issue new certificates in the name of the holder not bearing the legends required under Section 5.3. 5.5 Rule 144. After any initial public offering, the Company covenants that it will file all reports required to be filed by it with the Commission, and that it will take such further action as a holder may reasonably request, all to the extent required from time to time to enable such holder to sell Warrant or Warrant Shares without registration under the Securities Act pursuant to Rule 144 ("Rule 144") (or any similar rule then in effect) promulgated by the Commission under the Securities Act. Upon the request of a holder, the Company will deliver to such holder a notice stating whether it has complied with such requirements. ARTICLE VI MISCELLANEOUS 6.1 Nonwaiver. No course of dealing or any delay or failure to exercise any right, power or remedy hereunder on the part of the holder hereof shall operate as a waiver of or otherwise prejudice such holder's rights, powers or remedies. 6.2 Holder Not a Stockholder. Prior to the exercise of this Warrant as hereinbefore provided, the holder hereof shall not be entitled to any of the rights of a stockholder of the Company, including, without limitation, the right as a stockholder to (a) vote on or consent to any proposed action of the Company or (b) receive (i) dividends or any other distributions made to stockholders, (ii) notice of or attend any meetings of stockholders of the Company or (iii) notice of any other proceedings of the Company (except as provided in Article IV. 6.3 Notices. Any notice, demand or delivery to be made pursuant to the provisions of this Warrant shall be sufficiently given or made if sent by first class mail, postage prepaid, addressed to (a) the holder of this Warrant or Issued Warrant Shares at its last known address appearing on the books of the Company maintained for such purpose or (b) the Company at its principal office at 600 301 Boulevard West, Bradenton, Florida 34205, Attention: President. The holder of this Warrant and the Company may each designate a different address by notice to the other pursuant to this Section 6.3. 6.4 Like Tenor. All instruments issued in substitution for this Warrant shall at all times be substantially identical, except as to the Preamble. 6.5 Remedies. The Company stipulates that the remedies at law of the holder of this Warrant in the event of any default or threatened default by the Company in the performance of or compliance with any of the terms of this Warrant are not and will not be adequate and that, to the fullest extent permitted by law, such terms may be specifically enforced by a decree for the specific performance of any agreement contained herein or by an injunction against a violation of any of the terms hereof or otherwise. 6.6 Successors and Assigns. This Warrant and the rights evidenced hereby shall inure to the benefit of and be binding upon the successors and assigns of the Company, the holder hereof and (to the extent provided herein) the holders of Issued Warrant Shares, and shall be enforceable by any such holder. 6.7 Modification and Severability. If, in any action before any court or agency legally empowered to enforce any provision contained herein, any provision hereof is found to be unenforceable, then such provision shall be deemed modified to the extent necessary to make it enforceable by such court or agency. If any such provision is not enforceable as set forth in the preceding sentence, the unenforceability of such provision shall not affect the other provisions of this Agreement, but this Agreement shall be construed as if such unenforceable provision had never been contained herein. 6.8 Integration. This Warrant replaces all prior agreements, supersedes all prior negotiations and constitutes the entire agreement of the parties with respect to the transactions contemplated herein. 6.9 Amendment. This Warrant may not be modified or amended except by written agreement of the Company and the holder hereof. 6.10 Headings. The headings of the Articles and Sections of this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant. 6.11 GOVERNING LAW. THIS WARRANT SHALL BE GOVERNED BY THE INTERNAL LAWS (AS OPPOSED TO CONFLICTS OF LAWS PROVISIONS) OF THE STATE OF FLORIDA. IN WITNESS WHEREOF, this Warrant has been executed by the Company as of __________. STAFF LEASING, INC. By:________________________________ Name: Title: EXHIBIT 1-A ASSIGNMENT FORM (To be executed only upon the assignment of the attached Warrant) FOR VALUE RECEIVED, the undersigned registered holder of the attached warrant hereby sells, assigns and transfers unto ____________________, whose address is _______________ ___________________, all of the rights of the undersigned under the attached Warrant, with respect to shares of Common Stock of Staff Leasing, Inc. (the "Company") and, if such shares of Common Stock do not include all the shares of Common Stock issuable as provided in the attached Warrant, requests that a new Warrant of like tenor for the number of shares of Common Stock of the Company not being transferred hereunder be issued in the name of and delivered to the undersigned, and does hereby irrevocably constitute and appoint ___________________as attorney-in-fact to register such transfer on the books of the Company maintained for that purpose, with full power of substitution in the premises. Dated:_______________, _____ By:_______________________________________ (Signature of Registered Holder) EXHIBIT 1-B NOTICE OF EXERCISE FORM (To be executed only upon partial or full exercise of the attached Warrant) The undersigned registered holder of the attached Warrant irrevocably exercises the attached Warrant for and purchases __________ shares of Common Stock of Staff Leasing, Inc. (the "Company") and herewith makes payment therefor in the amount of __________, all at the price and on the terms and conditions specified in the attached Warrant[, and requests that a certificate (or ______ certificates in denominations of __________ shares) for the shares of Common Stock of the Company hereby purchased be issued in the name of and delivered to (choose one) (a) the undersigned or (b) __________, whose address is ___________]. If such shares of Common Stock do not include all the shares of Common Stock issuable as provided in the attached Warrant, then the undersigned registered holder of the attached Warrant hereby requests that a new Warrant of like tenor for the number of shares of Common Stock of the Company not being purchased hereunder be issued in the name of and delivered to the undersigned. [Having elected to satisfy $_________ (the "Cashless Exercise Amount") of the foregoing amount with shares of Common Stock that would otherwise be issued pursuant to this Notice, the undersigned registered holder hereby directs the Company to reduce the number of shares issued to the undersigned registered holder by the number of Payment Shares (as defined in the Warrant) sufficient to cover the Cashless Exercise Amount and requests that a certificate (or ___ certificates in denominations of ____ shares) for the balance of the shares of Common Stock of the Company hereby purchased be issued in the name of and delivered to (choose one) (a) the undersigned or (b) __________, whose address is __________.] Dated:_______________, _____ By:_______________________________________ (Signature of Registered Holder) EX-3 4 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT dated as of April 26, 1996 (this "Agreement") between: (a) Staff Capital, L.P., a limited partnership organized under the laws of the State of Delaware (the "Company"); and (b) the other Persons identified on the signature page to this Agreement. Certain capitalized terms used herein shall have the meanings given such terms in Article I hereof. Capitalized terms not otherwise defined herein but defined in the Partnership Agreement shall have the meanings given such terms in the Partnership Agreement. W I T N E S S E T H: Whereas, simultaneously with the execution and delivery of this Agreement, the parties hereto have executed and delivered a Securities Purchase Agreement dated as of the date hereof (the "Securities Purchase Agreement") and entered into a "Recapitalization" (as defined in the Securities Purchase Agreement) of the Company; Whereas, pursuant to the Securities Purchase Agreement or the Recapitalization, the Holders have acquired Class A Preferred Limited Partnership Interests which are convertible into Common Limited Partnership Interests; and Whereas, Banque Paribas (acting through its Grand Caymans Branch) and Pilgrim America Prime Rate Trust have heretofore been entitled to certain registration rights with respect to Securities held by them. Now, therefore, the parties hereto agree as follows: ARTICLE I DEFINITIONS The following terms used in this Agreement shall have the respective meanings specified in this Article I: "Affiliate" shall mean as to any Person, any other Person which directly or indirectly controls, or is under common control with, or is controlled by, such Person and, if such Person is an individual, shall mean also any member of the immediate family (including parents, spouse children and grandchildren) of such individual and any trust whose principal beneficiary is such individual or one or more members of such immediate family and any Person who is controlled by any such member or trust. As used in this definition, "control" (including, with its correlative meanings, "controlled by" and "under common control with") shall mean possession, directly or indirectly, of power to direct or cause the direction of the management or policies (whether through the ownership of securities or partnership or other ownership interests, by contract or otherwise). Without limiting the generality of the foregoing as to the Partnership, the term "Affiliate" when used with respect to the Partnership shall not mean or include Paribas Principal and its Affiliates and shall not include any Operating Partnership or any Subsidiary of the Partnership. "Business Day" shall mean any day other than Saturday, Sunday or any other day on which commercial banks are required by law or authorized to close in New York City. "Demand Registration" shall have the meaning given such term in Section 3.01(a). "Holders" shall mean Persons who are the record holders of the Securities. "Initial Public Offering" shall mean the initial sale of Common Limited Partnership Interests or any other securities, interests or units substituted therefor (including in connection with any incorporation of the Company, by merger or otherwise) pursuant to an effective registration statement under the Securities Act in an offering underwritten on a firm commitment basis by a nationally or regionally recognized underwriter. "Inspectors" shall have the meaning given such term in Section 3.04(g). "Paribas Group" shall mean and include Paribas Principal, Banque Paribas and their respective Affiliates. "Paribas Principal" shall mean Paribas Principal, Inc. "Partnership Agreement" shall mean the Amended and Restated Agreement of Limited Partnership dated as of April 26, 1996 of the Company, as such agreement may be amended and supplemented from time to time. "Person" shall mean an individual, a corporation, a company, a voluntary association, a partnership, a trust, an unincorporated organization or a government or any agency, instrumentality or political subdivision thereof. "'Piggy-Back Registration" shall have the meaning given such term in Section 3.02. "Records" shall have the meaning given such term in Section 3.04(g). "Registrable Securities" shall mean the Securities until: (i) a registration statement covering such Securities is effective under the Securities Act; (ii) such Securities may be sold under circumstances in which all of the applicable conditions of Rule 144 (or any similar provisions then in force) under the Securities Act are met or under which such Securities may be sold pursuant to Rule 144(k); (iii) the Company has delivered a new certificate or other evidence of ownership for such Securities not bearing any legend relating to restrictions on transfer and such Interests may be resold without subsequent registration under the Securities Act; or (iv) such Securities are no longer outstanding or are held by the Company or any Affiliate of the Company. "Registration Expenses" shall have the meaning given such term in Section 3.05. "SEC" shall mean the U.S. Securities and Exchange Commission (or any successor entity). "Second Stage Investor" shall have the meaning given such term in Section 3.01(a)(1) hereof. "Securities" shall mean the Common Limited Partnership Interests issuable upon the conversion of Class A-1 Preferred Limited Partnership Interests and Class A-3 Preferred Limited Partnership Interests. "Securities" shall include also the Common Limited Partnership Interests held by Banque Paribas and Pilgrim America Prime Rate Trust as to which, prior to the date of this Agreement, Banque Paribas and Pilgrim America Prime Rate Trust were entitled to certain registration rights pursuant to Section 4(b)(i) of the Repurchase Agreement dated as of December 8, 1994 between Banque Paribas and the Company and pursuant to Section 5 of the Warrant Agreement dated as of July 1, 1995 among Banque Paribas, Pilgrim America Prime Rate Trust and the Company. "Securities Act" shall mean the Securities Act of 1933, as amended. "Securities Purchase Agreement" shall have the meaning given such term in the recitals to this Agreement. "Selling Holder" shall mean a Holder which is selling Registrable Securities pursuant to a registration statement under the Securities Act. "Selling Holder Expenses" shall have the meaning given such term in Section 3.05. "Specified Holders" shall have the meaning given such term in Section 3.01(c) hereof. "Specified Holders" shall have the meaning given such term in Section 3.01(c) hereof. ARTICLE 11 INCORPORATION OF THE COMPANY 2.01. Incorporation of the Company. In the event that the Board of Directors of the General Partner of the Company shall determine that it is desirable to incorporate the Company prior to effecting an Initial Public Offering, the Securities shall be converted and exchanged for, and the certificate of incorporation and by-laws of the corporation shall provide for the issuance of, capital stock which has rights and values substantially comparable to the rights and values to which the various Securities are entitled under the Partnership Agreement; and this Agreement shall be amended to incorporate such changes herein as shall be necessary to give effect to such incorporation and to preserve in all material respects the rights and benefits granted to Holders of Registrable Securities under this Agreement. In the event of any dispute among Holders of Registrable Securities and the Company as to the terms of any capital stock to be issued to Holders of Registrable Securities in exchange for their Securities, or as to the amendments to this Agreement, such dispute shall be referred to a nationally recognized investment banking firm selected by the Company and reasonably acceptable to the holders of a majority of the then outstanding Partnership Interests, and such investment banking firm shall be requested to resolve such dispute within 30 days. The determination by the investment banking firm shall be final, conclusive and binding upon Holders of Registrable Securities and the Company. The fees and expenses of the investment banking firm in connection with any such dispute resolution shall be paid by the Company. ARTICLE III REGISTRATION RIGHTS 3.01. Initial Public Offering and Other Demand Registration Rights. (a) Demand Registrations. (1) At any time subsequent to an Initial Public Offering and prior to March 31, 2006, but subject to Sections 3.01(a)(2) and 3.04(b) hereof and provided that the Class A Preferred Limited Partnership Interests are no longer outstanding, the Paribas Group and any Person acquiring Class A Preferred Limited Partnership Interests pursuant to Section 3A.4(b)(i) of the Partnership Agreement (the "Second Stage Investor") may make written requests to the Company for registration of Registrable Securities under the Securities Act with the SEC for a public offering of Registrable Securities (a "Demand Registration"). (2) The Paribas Group shall have the right to request two Demand Registrations, and the Second Stage Investor shall have the right to request two Demand Registrations, which shall be long-form registrations unless the Company is then permitted to use short-form registrations and the use thereof is acceptable to the underwriters of such Demand Registration, of all or any part of their Registrable Securities and Registrable Securities of their respective Affiliates (including Banque Paribas) and employees; provided that the Paribas Group or the Second Stage Investor (and their respectful Affiliates and employees) requesting the Demand Registration has requested to be included in the Demand Registration such Registrable Securities as represent an aggregate corresponding Participation Percentage (assuming conversion of the Class Preferred Limited Partnership Interests) of at least 2%. In addition, provided that the Paribas Group and the Second Stage Investor have requested all of the foregoing Demand Registrations provided that the Company is then permitted to effect short-form registrations, the Paribas Group and the Second Stage Investor may request additional short-form Demand Registrations; provided that the Paribas Group and the Second Stage Investor (and their respective Affiliates and employees) requesting the short-form Demand Registration have requested to be included in the short-form Demand Registration such Registrable Securities as represent an aggregate corresponding Participation Percentage (assuming conversion of the Class A Preferred Limited Partnership Interests) of at least 2% in the case of the Paribas Group and its Affiliates and employees or at least 2% in the case of the Second Stage Investor and its Affiliates and employees. Notwithstanding the other provisions of this Section 3.01(a), the Company shall not be required to effect more than one long-form Demand Registration within any 12-month period, and the Company may delay any Demand Registration that, in the reasonable judgment of management of the Company after consultation with the Company's investment banking advisers, would interfere with or otherwise adversely affect any Public Offering which the Company is then effecting or which the Company at the time is planning to effect within 90 days following the receipt of any request for a Demand Registration. (3) Whenever the Company shall receive a request from the Paribas Group or the Second Stage Investor for a Demand Registration, the Company will promptly give written notice of such registration to all Holders and shall as expeditiously as is reasonable, use its best efforts to effect the registration under the Securities Act of the Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 Business Days after such notice is given. (4) All requests made pursuant to this Section 3.01(a) will specify the aggregate Common Limited Partnership Interests represented by the Registrable Securities to be registered and will also specify the intended methods of disposition thereof. (b) Effective Registration. A registration initiated as a Demand Registration shall not be deemed a Demand Registration until such registration has become effective and unless the Demand Registration has continued to be effective until the earlier of the date on which the Registrable Securities included in such registration have actually been sold or the 180th day (or the 90th day if an underwritten registration) following the date on which the Demand Registration is declared effective by the SEC. (c) No Right of the Company or Other Person to Piggy-Back on Demand Registration. Except as permitted under this Registration Rights Agreement, neither the Company nor any Person owning any of its securities (other than Holders in respect of Registrable Securities) shall have the right to include any of the Company's securities in a registration statement initiated as a Demand Registration under this Section 3.01. The Company covenants that it shall not grant any registration rights to any Person which rights would, in the reasonable judgment of Holders who hold Registrable Securities which represent an aggregate corresponding Participation Percentage (assuming conversion of the Class A Preferred Limited Partnership Interests) of at least 5% (the "Specified Holders"), conflict or be inconsistent with the provisions of this Section 3.01 (c) or which would otherwise adversely affect the rights of Holders under this Agreement; however, the Company may grant to one or more holders of Class A-2 Preferred Limited Partnership Interests, and to one or more holders of Common Limited Partnership Interests, Piggy-Back Registration rights provided that such rights are not more favorable to the Piggy-Back Rights granted to the Holders under this Registration Rights Agreement. If the Company shall at any time provide to any Person rights with respect to the registration of securities of the Company under the Securities Act which are, in the reasonable judgment of the Specified Holders, on terms or conditions more favorable to such Person than the terms and conditions provided in this Article III, the Company shall provide (by way of amendment to this Agreement or otherwise) such more favorable terms or conditions to Holders. In the event of a conflict or inconsistency, the provisions of this Section 3.01 (c) shall prevail. Without limiting the generality of the foregoing, simultaneously with the execution and delivery of this Agreement, the registration rights to which Banque Paribas and Pilgrim America Prime Rate Trust have been entitled pursuant to Section 4(b)(i) of the Repurchase Agreement dated as of December 8, 1994 between Banque Paribas and the Company and pursuant to Section 5 of the Warrant Agreement dated as of July 1, 1995 among Banque Paribas, Pilgrim America Prime Rate Trust and the Company have been terminated. (d) Selection of Underwriters and Counsel, etc. If Holders of more than 50% of the aggregate Registrable Securities requested to be registered in a Demand Registration so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of an underwritten offering. If a Demand Registration involves an underwritten offering, (i) the Company shall have the right to select the investment banker or bankers and manager or managers to administer the offering (provided that such investment bankers and managers must be reasonably satisfactory to Holders of a majority of the Registrable Securities to be included in the Demand Registration); and (ii) Holders shall have the right to select the counsel to represent Holders. The obligation of the Company under this Section 3.01(d) hereof to engage an underwriter for any Demand Registration shall be only to use its reasonable efforts to do so. 3.02. Piggy-Back Registration. If the Company proposes to register any of its securities (whether for its account or for any Holder) under the Securities Act (other than by a registration statement on Form S-8 or other form that does not include substantially the same information as would be required in a form for the general registration of securities or that would not be available for registration of Registrable Securities) other than in an Initial Public Offering (unless otherwise permitted by the Company), the Company shall, as expeditiously as possible, give written notice to each of the Holders of the Company's intention to effect such registration. If, within 30 days after receipt of such notice, Holders submit a written request to the Company specifying the Registrable Securities Holders propose to sell or otherwise dispose of (a "Piggy-Back Registration"), and provided that the Class A Preferred Limited Partnership Interests are no longer outstanding, the Company shall include the Common Limited Partnership Interests represented by the Registrable Securities specified in such request in such registration statement and the Company shall use its best efforts to keep each such registration statement in effect and to maintain compliance with each federal and state law and regulation for the period necessary for Holders to effect the proposed sale or other disposition (but in no event for a period of more than 180 days), Holders participating in an underwritten offering pursuant to Section 3.01(d) or this Section 3.02 shall, if required by the managing underwriters of such offering, enter into an underwriting agreement in a form customary for underwritten offerings of the same general type as such offering. 3.03. Reduction of Offering. (a) Notwithstanding anything contained herein, if the managing underwriters of an offering described in Section 3.01 or Section 3.02 hereof deliver a written opinion to Holders whose Registrable Securities are requested to be included in such offering that (i) the size of the offering that Holders, the Company and any other Persons intend to make, or (ii) the kind or combination of securities that Holders, the Company and any other Persons intend to include in such offering are, in either case, such that the success of the offering would be materially and adversely affected by inclusion of all the Registrable Securities requested to be included, then: (1) if the size of the offering is the basis of such underwriters opinion: (A) in the case of a Demand Registration pursuant to the first sentence of Section 3.01(a)(2) hereof, the aggregate Registrable Securities proposed to be offered for the accounts of Holders shall be determined as follows: (i) if the Demand Registration is a Demand Registration of the Paribas Group pursuant to the first sentence of Section 3.01 (a)(2) hereof, then the Paribas Group and its employees, and any transferee of Registrable Securities of Paribas Principal pursuant to Section 9.2(a)(i) of the Partnership Agreement, shall be permitted to include in the offering all Registrable Securities requested by the Paribas Group and its employees; (ii) if the Demand Registration is a Demand Registration of the Second Stage Investor pursuant to the first sentence of Section 3.01(a)(2) hereof, then the Second Stage Investor and its Affiliates and employees shall be permitted to include in the offering all Registrable Securities requested by the Second Stage Investor and its Affiliates and employees; (iii)subject to the foregoing clauses (i) and (ii), all Registrable Securities requested by Pilgrim America Prime Rate Trust shall be permitted to be included in the Demand Registration to the extent permitted by the underwriter; and then all Registrable Securities requested by other Holders to be included in the Demand Registration shall be reduced pro rata (according to the aggregate Registrable Securities proposed for registration) to the extent necessary to reduce the total amount of Registrable Securities to be included in such offering to the amount recommended by such managing underwriters; and (B) in the case of a Demand Registration pursuant to the second sentence of Section 3.01(a)(2) hereof, the aggregate Common Limited Partnership Interests represented by Registrable Securities proposed to be offered for the accounts of Holders shall be reduced pro rata (according to the aggregate Registrable Securities proposed for registration) to the extent necessary to reduce the total amount of Registrable Securities to be included in such offering to the amount recommended by such managing underwriters; and (C) in the case of a Piggy-Back Registration which is otherwise permitted under Section 3.02 hereof: (i) if the Piggy-Back Registration is an Initial Public Offering by the Company, then the Paribas Group, Pilgrim America Prime Rate Trust and the Second Stage Investor and their respective Affiliates and employees, and any transferee of Registrable Securities of Paribas Principal pursuant to Section 9.2(a)(i) of the Partnership Agreement, shall be permitted to include in the offering all Registrable Securities requested by them (reduced pro rata (according to the aggregate Registrable Securities proposed for registration) among the Paribas Group, Pilgrim America Prime Rate Trust and the Second Stage Investor and their respective Affiliates and employees, and any transferee of Registrable Securities of Paribas Principal pursuant to Section 9.2(a)(i) of the Partnership Agreement, to the extent necessary to reduce the total amount of Registrable Securities to be included in such offering to the amount recommended by such managing underwriters); and (ii) if the Piggy-Back Registration is not an Initial Public Offering by the Company, or if an Initial Public Offering as to all Holders other than the Paribas Group, Pilgrim America Prime Rate Trust and Second Stage Investor and its Affiliates and employees, and any transferee of Registrable Securities of Paribas Principal pursuant to Section 9.2(a)(i) of the Partnership Agreement, after giving effect to the foregoing clause (ii), the amount of Registrable Securities to be offered for the accounts of Holders shall be reduced pro rata (according to the aggregate Registrable Securities proposed for registration) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriters; provided that in the case of any Piggy-Back Registration if Registrable Securities are being offered for the account of other Persons as well as the Company, then with respect to the Registrable Securities intended to be offered by Holders, the proportion by which the aggregate in the amount of such class of securities intended to be offered by Holders is reduced shall not exceed the proportion by which the amount of such class of securities intended to be offered by such other Persons is reduced; and (2) if the kind or combination of securities to be offered is the basis of such underwriters opinion: (A) the aggregate Common Limited Partnership Interests represented by the Registrable Securities to be included in such offering shall be reduced as described in clause (1) above; or (B) if the actions described in clause (A) would, in the judgment of the managing underwriter, be insufficient to substantially eliminate the adverse effect that inclusion of the Registrable Securities requested to be included would have on such offering, such Registrable Securities will be excluded from such offering. 3.04. Filings: Information. Whenever any Registrable Securities are to be registered pursuant to this Article III, the Company will use its best efforts to effect the registration and the sale of such Registrable Securities in accordance with the intended method of disposition thereof as quickly as practicable, and in connection with any such request: (a) The Company will as expeditiously as possible prepare and file with the SEC a registration statement on any form for which the Company then qualifies or which counsel for the Company shall deem appropriate and which form shall be available for the sale of the Registrable Securities to be registered thereunder in accordance with the intended method of distribution thereof, and use its best efforts to cause such filed registration statement to become and remain effective for a period of not less than 180 days or until all of such Registrable Securities have been disposed of (if earlier); provided that if the Company shall furnish to Holders making a request pursuant to Section 3.02 hereof a certificate signed by either its chief executive officer or the General Partner stating that in his or its good faith judgment it would be significantly disadvantageous to the Company for such a registration statement to be filed as expeditiously as possible, the Company shall have a period of not more than 90 days within which to file such registration statement measured from the date of receipt of the request in accordance with Section 3.02 hereof. (b) The Company will, if requested, prior to filing a registration statement or prospectus or any amendment or supplement thereto, furnish to each Selling Holder and each underwriter, if any, of the Registrable Securities covered by such registration statement copies of such registration statement as proposed to be filed, and thereafter furnish to each Selling Holder and underwriter, if any, such number of copies of such registration statement, each amendment and supplement thereto (in each case including all exhibits thereto and documents incorporated by reference therein), the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such Selling Holder or underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Selling Holder. (c) After the filing of the registration statement, the Company will promptly notify each Selling Holder of Registrable Securities covered by such registration statement of any stop order issued or threatened by the SEC and take all reasonable actions required to prevent the entry of such stop order or to remove it if entered. (d) The Company will use its best efforts to (i) register or qualify the Registrable Securities under such other securities or blue sky laws of such jurisdictions in the United States as any Selling Holder reasonably (in light of such Selling Holder's intended plan of distribution) requests and (ii) cause such Registrable Securities to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be reasonably necessary or advisable to enable such Selling Holder to consummate the disposition of the Registrable Securities owned by such Selling Holder; provided that the Company will not be required to (A) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph (d), (B) subject itself to taxation in any such jurisdiction or (C) consent to general service of process in any such jurisdiction. (e) The Company will immediately notify each Selling Holder of Registrable Securities, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the occurrence of an event requiring the preparation of a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and promptly make available to each Selling Holder any such supplement or amendment. (f) The Company will enter into customary agreements (including an underwriting agreement in customary form) and take such other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities. (g) The Company will make available for inspection by any Selling Holder of such Registrable Securities, any underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other professional retained by any such Selling Holder or underwriter (collectively, the "Inspectors"), all financial and other records, pertinent partnership documents and properties of the Company (collectively, the "Records") as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company's officers, directors and employees to supply all information reasonably requested by any Inspectors in connection with such registration statement. Records which the Company determines, in good faith, to be confidential and which it notifies the Inspectors are confidential shall not be disclosed by the Inspectors unless (i) the disclosure of such Records is necessary to avoid or correct a misstatement or omission in such registration statement or (ii) the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction. Each Selling Holder of such Registrable Securities agrees that information obtained by it as a result of such inspections shall be deemed confidential and shall not be used by it as the basis for any market transactions in the securities of the Company or its Affiliates unless and until such is made generally available to the public. (h) The Company will furnish to each Selling Holder and to each underwriter, if any, a signed counterpart, addressed to such Selling Holder or underwriter, of (i) an opinion or opinions of counsel to the Company, and (ii) a comfort letter or comfort letters from the Company's independent public accountants, each in customary form and covering such matters of the type customarily covered by opinions or comfort letters, as the case may be, as the Selling Holders of more than 50% of the aggregate Registrable Securities included in such offering or the managing underwriter therefor reasonably requests. (i) The Company will otherwise use its best efforts to comply with all applicable rules and regulations of the SEC, and make available to the Holder and the other Partners, as soon as reasonably practicable, an earnings statement covering a period of 12 months, beginning within three months after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section II (a) of the Securities Act. (j) The Company will use its best efforts to cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed. The Company may require each Selling Holder of Registrable Securities to promptly furnish in writing to the Company such information regarding the distribution of the Registrable Securities as the Company may from time to time reasonably request and such other information as may be legally required in connection with such registration. Each Selling Holder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3.04(e) hereof, such Selling Holder will forthwith discontinue disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities until such Selling Holder's receipt of the copies of the supplemented or amended prospectus contemplated by Section 3.04(e) hereof, and, if so directed by the Company, such Selling Holder will deliver to the Company all copies, other than permanent file copies then in such Selling Holders possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice. In the event the Company shall give such notice, the Company shall extend the period during which such registration statement shall be maintained effective (including the period referred to in Section 3.04(a) hereof) by the number of days during the period from and including the date of the giving of notice pursuant to Section 3.04(e) hereof to the date when the Company shall make available to the Selling Holders of Registrable Securities covered by such registration statement a prospectus supplemented or amended to conform with the requirements of Section 3.04(e) hereof. 3.05. Registration Expenses. In connection with any registration statement required to be filed hereunder, the Company shall pay the following registration expenses incurred in connection with the registration hereunder (the "Registration Expenses"): (i) all registration and filing fees, (ii) fees and expenses of compliance with securities or blue sky laws (including reasonable fees and disbursements of counsel in connection with blue sky qualifications of the Registrable Securities), (iii) printing expenses, (iv) internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), (v) the fees and expenses incurred in connection with the listing of the Registrable Securities, (vi) reasonable fees and disbursements of counsel for the Company and customary fees and expenses for independent certified public accountants retained by the Company (including the expenses of any comfort letters or costs associated with the delivery by independent certified public accountants of a comfort letter or comfort letters requested pursuant to Section 3.04(h) hereof), (vii) the reasonable fees and expenses of any special experts retained by the Company in connection with such registration, and (viii) reasonable fees and expenses of one counsel (who shall be reasonably acceptable to the Company) for the Selling Holders. The Company shall have no obligation to pay any underwriting fees, discounts or commissions attributable to the sale of Registrable Securities, or any out-of-pocket expenses of the Selling Holders (or the agents who manage their accounts) (collectively, the "Selling Holder Expenses"); provided that if the Company shall reimburse the Selling Holder Expenses of any Other Person for whose account securities are being sold in such Offering, then the Company shall be obligated similarly to reimburse the Selling Holder Expenses of the Selling Holders of Registrable Securities. 3.06. Indemnification and Contribution. (a) In connection with each registration statement relating to the disposition of Registrable Securities, the Company shall indemnify and hold harmless, each Selling Holder disposing of Registrable Securities, each underwriter of Registrable Securities, each partner, officer, director or employee of such Selling Holder, or any such underwriter and each Person, if any, who controls (within the meaning of either the Securities Act or the Exchange Act) such Selling Holder or any such underwriter against all losses, claims, damages or liabilities' joint or several, to which such Selling Holder, such underwriter or any such Person may be subject arising out of or based upon (A) any untrue statement or alleged untrue statement of a material fact contained in such registration statement or the prospectus included therein (or any supplement or amendment thereto) or a preliminary prospectus, or (B) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Company shall reimburse such Selling Holder and each of such other Persons for any reasonable legal or other expenses incurred in connection with the investigation or defense thereof (any such reimbursement to be made as such expenses are incurred); provided, however, that the Company shall not be liable in any such instance to the extent that any such loss, claim, damage or liability arises out of or is based upon any untrue statement or omission or alleged untrue statement or omission made in any such registration statement, preliminary prospectus, or prospectus (or amendment or supplement) in reliance upon and in conformity with information relating to any Person referred to above who would be indemnified by the Company pursuant to this Section 3.06(a) furnished in writing to the Company by such Person expressly for use therein. (b) In connection with each registration relating to the disposition of Registrable Securities, each Selling Holder shall indemnify the Company, each director of the Company, each officer of the Company who signs the registration statement and any Person who controls the Company (within the meaning of either the Securities Act or the Exchange Act) to the same extent as the indemnity from the Company provided in Section 3.06(a), but only with respect to information relating to such Selling Holder furnished in writing to the Company by such Selling Holder expressly for use in any such registration statement, preliminary prospectus or prospectus (or amendment or supplement). (c) In case any proceeding (including any governmental investigation) shall be instituted involving any Person in respect of which indemnity may be sought pursuant to subsections (a) or (b) of this Section 3.06, such Person (the "indemnified party") shall promptly notify the Person against whom such indemnity may be sought (the "indemnifying party") in writing and the indemnifying party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to the indemnified party, and shall assume the payment of all reasonable fees and disbursements related to such proceeding. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (x) the indemnifying party and indemnified party shall have mutually agreed to the retention of such counsel or (y) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the indemnifying party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm (in addition to any local counsel) at any time for all such indemnified parties, and that all such fees and expenses shall be reimbursed promptly after invoice. In the case of any such separate firm for the indemnified parties, such firm shall be designated in writing by the indemnified parties. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by the third sentence of this paragraph, the indemnifying party agrees that it shall not unreasonably withhold its consent to any settlement of any proceeding proposed by the indemnified party and shall be liable for any such settlement if (i) such settlement is entered into more than 10 Business Days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability arising out of such proceeding. (d) If the indemnification provided for in this Section 3.06 is unavailable to the indemnified parties in respect of any losses, claims, damages or liabilities referred to herein, then each such indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities as between the Company on the one hand and the Selling Holders on the other, in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Selling Holders on the other from the offering of the Registrable Securities, or if such allocation is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits but also the relative fault of the Company on the one hand and the Selling Holders on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Selling Holders on the other shall be deemed to be in the same proportion as the total proceeds from the offering (net of underwriting discounts and commissions but before deducting expenses) received by the Company bear to the total underwriting discounts and commissions received by the Selling Holders in each case as set forth in the table on the cover page of the prospectus. The relative fault of the Company on the one hand and of each Selling Holder on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by such party, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Selling Holders agree that it would not be just and equitable if contribution pursuant to this Section 3.06(d) were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 3.06(d), no Selling Holder shall be required to contribute any amount in excess of the amount by which the total price at which the Registrable Securities of such selling Holder were offered to the public exceeds the amount of any damages by which such selling Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No Person guilty of fraudulent misrepresentation (within the meaning of ss. II(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. Each Selling Holder's obligations to contribute pursuant to this Section 3.06(d) are several in proportion to the proceeds of the offering received by such Selling Holder bears to the total proceeds of the offering received by all of the Selling Holders and not joint. 3.07. Participation in Underwritten Registrations. No Person may participate in any underwritten registration hereunder unless such Person (a) agrees to sell such Person's securities on the basis provided in any underwriting arrangements approved by the Company and holders of more than 50% of the aggregate Registrable Securities to be included in such registration, and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements and these registration rights. 3.08. Holdback Agreements. (a) To the extent not inconsistent with applicable law, each Holder agrees not to effect any public sale or distribution of the issue being registered or a similar security of the Company, or any securities convertible into or exchangeable or exercisable for such securities, including a sale pursuant to Rule 144 under the Securities Act during the 14 days prior to, and during the 180-day period (or such shorter period as may be agreed to by the Company) beginning on, the effective date of any registration statement filed by the Company with respect to the sale of equity securities (other than a filing pursuant to Form S-8) (except as part of such registration), if and to the extent requested by the Company in the case of a non-underwritten public offering or if and to the extent requested by the managing underwriters in the case of an underwritten public offering. (b) The Company and its Affiliates agree: (i) not to effect any public sale or distribution of any securities similar to those being registered in accordance with Section 3.01 or Section 3.02 hereof, or any securities convertible into or exchangeable or exercisable for such securities, during the 14 days prior to, and during the 90-day period beginning on, the effective date of any registration statement (except as part of such registration statement where holders of more than 50% of the aggregate Registrable Securities to be included in such registration statement consent) or the commencement of a public distribution of Registrable Securities; and (ii) that any agreement entered into after the date of the agreement pursuant to which the Company issues or agrees to issue any privately placed securities shall contain a provision under which holders of such securities agree not to effect any public sale or distribution of any such securities during the periods described in (i) above, in each case including a sale pursuant to Rule 144 under the Securities Act (except as part of any such registration, if permitted); provided, however, that the provisions of this paragraph (b) shall not prevent the conversion or exchange of any securities pursuant to their terms into or for other securities. 3.09. Third Party Rights. Holders shall be considered third party beneficiaries of this Agreement and shall be entitled to the rights granted hereunder. 3.10. No Other Registration Rights. Except for the registration rights granted pursuant to this Agreement, so long as the Class A Preferred Limited Partnership Interests shall be outstanding, the Company shall not grant registration rights to, or effect any registration of securities, of any other Person. ARTICLE IV MISCELLANEOUS 4.01. Entire Agreement. This Agreement, together with the Securities Purchase Agreement and the Partnership Agreement, contains the entire agreement among the parties to this Agreement with respect to the transactions contemplated by this Agreement and, except as expressly provided herein, supersedes all prior arrangements or understandings with respect thereto (except for such agreements supplementing or amending this Agreement which specifically make reference to this Section 4.01). 4.02. Descriptive Headings. The descriptive headings of this Agreement are for convenience only and shall not control or affect the meaning or construction of any provision of this Agreement. 4.03. Notices. All notices or other communications which are required or permitted hereunder shall be in writing and sufficient if delivered personally or sent by facsimile transmission, nationally recognized over-night courier or registered or certified mail, postage prepaid, addressed as follows: (a) If the Company: with a copy to: Staff Leasing, L.P. Dechert Price & Rhoads 600 301 Boulevard West 477 Madison Avenue Bradenton, Florida 34205 New York, New York 10022-5891 Attention: General Counsel Attn: Ronald R. Jewell Fax No.: 941-741-4333 Fax No.: 212-308-2041 (b) If to Holders: At the addresses provided from time to time to the Company by such Holder. Any such notices or communications shall be deemed to have been received: (i) if delivered personally or sent by facsimile transmission (with transmission confirmed in a writing) or nationally recognized overnight courier, on the date of such delivery; or (ii) if sent by registered or certified mail, on the date on which such mailing was received by the party to whom it was addressed. Any party may by notice change the address to which notices or other communications to it are to be delivered or mailed. 4.07. Governing Law. (a) This Agreement shall be governed by and construed in accordance with the Laws of the State of New York (other than the choice of law principles thereof), except that the rights and obligations of the parties under the Partnership Agreement shall be governed by the Laws of the State of Delaware. (b) Any action, suit or other proceeding initiated by any party hereto against the others under or in connection with this Agreement may be brought in any Federal or state court in the State of New York, as the party bringing such action, suit or proceeding shall elect, having jurisdiction over the subject matter thereof. The parties hereto hereby submit themselves to the jurisdiction of any such court for the purpose of any such action and agree that service of process on them in any such action, suit or proceeding may be effected by the means by which notices are to be given to it under this Agreement. 4.08. Assignability. This Agreement shall not be assignable otherwise than by operation of law by either party without the prior written consent of the other party, and any purported assignment by either party without the prior written consent of the other party shall be void. This Agreement shall inure to the benefit solely of and be binding upon the parties hereto and their respective successors (whether by merger or otherwise). Notwithstanding the foregoing, the rights of Holders may be assigned by such Holders to any Person acquiring any Registrable Securities from such Holders, provided such transfer is not prohibited under the Partnership Agreement or the Securities Purchase Agreement. 4.09. Remedies. The parties hereto acknowledge that the remedy at law for any breach of the obligations undertaken by the parties hereto is and will be insufficient and inadequate and that the parties hereto shall be entitled to equitable relief, in addition to remedies at law. In the event of any action to enforce the provisions of this Agreement, each of the parties hereto waive the defense that there is an adequate remedy at law. Without limiting any remedies any party may otherwise have, in the event any other party refuses to perform its obligations under this Agreement, the parties shall have, in addition to any other remedy at law or in equity, the right to specific performance. 4.10. Waivers and Amendments. Any waiver of any term or condition of this Agreement, or any amendment or supplementation of this Agreement, shall be effective only if in writing. A waiver of any breach or failure to enforce any of the terms or conditions of this Agreement shall not in any way affect, limit or waive a party's rights hereunder at any time to enforce strict compliance thereafter with every term or condition of this Agreement. 4.11. Third Party Rights. Except as provided in Section 3.09 hereof, this Agreement shall not create benefits on behalf of any third party; and this Agreement shall be effective only as between the parties hereto. 4.12. Illegalities. In the event that any provision contained in this Agreement shall be determined to be invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and the remaining provisions of this Agreement shall not, at the election of the party for whose benefit the provision exists, be in any way impaired. 4.13. Counterparts. This Agreement may be executed in counterparts, and all such counterparts when taken together shall constitute one Agreement. In witness whereof, the undersigned have executed and delivered this Agreement as of the date first above written STAFF CAPITAL, L.P. By: Staff Acquisition, Inc. General Partner By: /s/ Charles S. Craig --------------------------- Charles S. Craig Co-Chairman of the Board of Directors Holders of Registrable Securities Paribas Principal, Inc. Other Holders of Registrable Securities By: /s/ Gary A. Binning By:/s/ Charles S. Craig ------------------- -------------------- Charles S. Craig Attorney-in-Fact EX-4 5 JOINT FILING AGREEMENT, DATED MARCH 18, 1999 Exhibit 4 Joint Filing Agreement Each of the undersigned hereby acknowledges and agrees, in compliance with the provisions of Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, that the Schedule 13D to which this Agreement is attached as an Exhibit and any amendments thereto, will be filed with the Securities and Exchange Commission jointly on behalf of the undersigned. This Agreement may be signed by the undersigned in separate counterparts. Dated: March 19, 1999 PARIBAS By: /s/ Gary A. Binning --------------------------------- Name: Gary A. Binning Title: Managing Director PARIBAS NORTH AMERICA, INC By: /s/ John G. Martinez --------------------------------- Name: John G. Martinez Title: Financial Controller PARIBAS PRINCIPAL, INC By: /s/ Gary A. Binning --------------------------------- Name: Gary A. Binning Title: Director -----END PRIVACY-ENHANCED MESSAGE-----