-----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, PqzG/0GNqwUD79ykn213LwZ/FexOMlU7WaBMJD0ijjMN7YJ1Bu+KMJ8OU5sPrmAr NTkIbI9zt+uTF1+Z4ek8Tg== /in/edgar/work/20000728/0000891554-00-001828/0000891554-00-001828.txt : 20000921 0000891554-00-001828.hdr.sgml : 20000921 ACCESSION NUMBER: 0000891554-00-001828 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20000728 GROUP MEMBERS: BNP PARIBAS GROUP MEMBERS: PARIBAS NORTH AMERICA GROUP MEMBERS: PARIBAS PRINCIPAL SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: STAFF LEASING INC CENTRAL INDEX KEY: 0001035185 STANDARD INDUSTRIAL CLASSIFICATION: [7363 ] IRS NUMBER: 650735612 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-53043 FILM NUMBER: 681593 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: BNP PARIBAS CENTRAL INDEX KEY: 0000310732 STANDARD INDUSTRIAL CLASSIFICATION: [ ] FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 16 BLVD DES ITALIENS CITY: PARIS FRANCE 75008 STATE: I0 ZIP: 75009 BUSINESS PHONE: 0000000000 FORMER COMPANY: FORMER CONFORMED NAME: BANQUE NATIONALE DE PARIS DATE OF NAME CHANGE: 19920929 SC 13D/A 1 0001.txt AMENDMENT NO. 5 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------------- SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 5)(1) -------------------------- STAFF LEASING, INC. (Name of Issuer) Shares of Common ($.01 per value) (Title of Class of Securities) 0008523811 (CUSIP Number) -------------------------- BNP Paribas 499 Park Avenue New York, NY 10022 (212) 415-9600 Attention: Jean-Pierre Bernard Paul E. Glotzer, Esq. Anthony F. Essaye, Esq. Cleary, Gottlieb, Steen & Hamilton Clifford Chance Rogers & Wells LLP One Liberty Plaza 607 Fourteenth Street, NW New York, NY 10006 Washington, DC 20005-2018 (212) 225-2000 (202) 434-0700 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) -------------------------- March 30, 2000 (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 that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. [ ] - -------------------------------------------------------------------------------- (Continued on following pages) (Page 1 of 19 Pages) [Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.] [(1)The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.] 2 CUSIP No. 0008523811 13D Page 3 of 19 Pages ________________________________________________________________________________ 1 BNP Paribas IRS Identification No. 94-1677765 ________________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [X] ________________________________________________________________________________ 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) [_] 2(c) ________________________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Republic of France ________________________________________________________________________________ 7 SOLE VOTING POWER NUMBER OF 0* SHARES _________________________________________________________________ 8 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY _________________________________________________________________ EACH 9 SOLE DISPOSITIVE POWER REPORTING 0* PERSON _________________________________________________________________ 10 SHARED DISPOSITIVE POWER WITH 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 ________________________________________________________________________________ * BNP Paribas may be deemed to be the beneficial owner of the Common Stock of Staff Leasing, Inc. reported herein through its ownership of Paribas North America, Inc. and Paribas Principal, Inc. Such indirect ownership of Staff Leasing, Inc. is not included above so as to avoid double counting. CUSIP No. 0008523811 13D Page 4 of 19 Pages ________________________________________________________________________________ 1 Paribas North America, Inc. IRS Identification No. 13-1929559 ________________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [X] ________________________________________________________________________________ 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) [_] 2(c) ________________________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION State of Delaware ________________________________________________________________________________ 7 SOLE VOTING POWER NUMBER OF 425,000* SHARES _________________________________________________________________ 8 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY _________________________________________________________________ EACH 9 SOLE DISPOSITIVE POWER REPORTING 425,000* PERSON _________________________________________________________________ 10 SHARED DISPOSITIVE POWER WITH 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) 2.0 ________________________________________________________________________________ 14 TYPE OF REPORTING PERSON CO ________________________________________________________________________________ * In addition to this direct ownership, 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 indirect ownership of Staff Leasing, Inc. is not included above so as to avoid double counting. 4 CUSIP No. 0008523811 13D Page 5 of 19 Pages ________________________________________________________________________________ 1 Paribas Principal, Inc. IRS Identification No. 13-3529118 ________________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (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) [_] 2(c) ________________________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION State of New York ________________________________________________________________________________ 7 SOLE VOTING POWER NUMBER OF 2,321,891 SHARES _________________________________________________________________ 8 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY _________________________________________________________________ EACH 9 SOLE DISPOSITIVE POWER REPORTING 2,321,891 PERSON _________________________________________________________________ 10 SHARED DISPOSITIVE POWER WITH 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) 10.7 ________________________________________________________________________________ 14 TYPE OF REPORTING PERSON CO ________________________________________________________________________________ 5 BNP Paribas (successor by merger of Paribas S.A. with and into Banque Nationale de Paris ("BNP") as of May 23, 2000), Paribas North America, Inc. ("PNA"), and Paribas Principal, Inc. ("PPI"), collectively the "Reporting Persons", hereby amend the report on Schedule 13D, dated March 19, 1999. This report was previously amended by Amendment No. 1 dated April 8, 1999, Amendment No. 2 dated April 22, 1999, Amendment No. 3 dated December 22, 1999, and Amendment No. 4 dated April 7, 2000. The initial Schedule 13D and the amendments thereto are collectively referred to herein as the "Schedule 13D", filed by Banque Nationale de Paris, PNA, PPI and Paribas in respect of the common stock, par value $.01 per share (the "Common Stock"), of Staff Leasing, Inc., a Florida corporation (the "Company"). Capitalized terms used but not defined herein shall have the meaning attributed to such terms in the Schedule 13D. The principal executive offices of the Company are located at 600 301 Boulevard West, Suite 202, Bradenton, FL 34205. Item 2. Identity and Background. The first paragraph of Item 2 is amended and restated in its entirety as follows: "This statement is being filed by (i) PPI, a corporation organized under New York law, (ii) PNA, a corporation organized under Delaware law, and (iii) BNP 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." The first sentence of the second paragraph of Item 2 is amended and restated as follows: "PPI is a wholly-owned subsidiary of PNA which in turn is a wholly-owned subsidiary of BNP Paribas." The first sentence of the third paragraph of Item 2 is amended and restated as follows: "PNA is a holding company through which BNP Paribas holds investments in the United States." The fourth paragraph of Item 2 is amended and restated in its entirety as follows: "Paribas, formerly a wholly-owned bank subsidiary of BNP, was merged on May 23, 2000 with and into BNP, forming BNP Paribas which engages in banking and financial services worldwide." The sixth paragraph of Item 2 is amended and restated as follows: "The attached Schedule I is a list of the executive officers and directors of PPI, PNA, and BNP 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." The final paragraph of Item 2 of the Schedule 13D is amended and restated as follows: 6 "During the last five years, neither PPI, PNA, BNP Paribas nor, to the best of PPI's, PNA's, or BNP 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 4. Purpose of Transaction. Item 4 of the Schedule 13D is hereby amended to reflect the change in the plan of the Reporting Persons regarding the Company, by replacing the paragraph starting with "PPI, by a letter of intent . . ." and inserting the following instead: "PPI, by a letter of intent dated March 29, 2000 (the "LOI" attached hereto as Exhibit 5), has entered into an agreement with affiliates of a U.S. investment advisory company, to sell a fraction of its ownership interest in the Company. Confidential treatment has been requested as to portions of this LOI not involving the potential sale of the Company's stock. It is anticipated that the affiliates of the U.S. investment advisory company will acquire 212,500 shares of Common Stock and warrants exercisable into 499,185 shares of Common Stock for nine hundred thirty-three thousand eight dollars ($933,008.00). Item 5. Interest in Securities of the Issuer. Item 5 of the Schedule 13D is hereby amended to read as follows: "Set forth in the table below is the number and percentage of shares of Common Stock beneficially owned by each Reporting Person. 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 with Aggregate Number of Percentage of with Sole Voting and Shared Voting and Shares Beneficially Class Beneficially Name Dispositive Power(1) Dispositive Power Owned Owned (2) Reporting Persons(3) 2,746,891 0 2,746,891 12.7% PPI(4) 2,321,891 0 2,321,891 10.7% PNA(5) 425,000 0 425,000 2.0% BNP Paribas(6) 0 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 7 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 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 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 21,701,762 shares of Common Stock outstanding as of March 31, 2000 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 also 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) The shares reported by PPI and PNA herein may be attributed to BNP Paribas through its ownership of PNA and PPI. Such shares are not included in the table so as to avoid double counting. To the best knowledge of PPI, PNA and BNP Paribas, no executive officer or director of PPI or PNA beneficially owns any securities of the Company except that certain executive officers and directors of PNA and PPI beneficially own an aggregate of 154,951 shares of Common Stock (representing 0.7% of the outstanding shares of Common Stock) and warrants exercisable into 153,569 shares of Common Stock (representing 0.7% of the outstanding shares of Common Stock) and have sole voting and dispositive power with respect thereto. The Reporting Persons do not have any reason to believe that any executive officer or director of BNP Paribas beneficially owns any securities of the Company although no actual inquiry of such persons has been made." 8 Item 7. Materials to be Filed as Exhibits. Item 7 is amended to restate Exhibit 4 as follows: "4. Joint Filing Agreement, dated July __, 2000 among the Reporting Persons." "5. Letter of Intent dated March 29, 2000.*" * Portions of which have been omitted pursuant to a request for confidential treatment. 9 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. July 28, 2000 BNP PARIBAS By: /s/ M.S. Alexander ------------------------ Name: M.S. Alexander Title: Managing Director PARIBAS NORTH AMERICA, INC. By: /s/ Donna Kiernan ------------------------ Name: Donna Kiernan Title: Chief Financial Officer PARIBAS PRINCIPAL, INC. By: /s/ M. S. Alexander ------------------------ Name: M. S. Alexander Title: President 10 Schedule I Schedule I is hereby amended and restated in its entirety by the following: The following tables set forth for the directors and executive officers of PPI, PNA and the board members of BNP Paribas (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. PARIBAS PRINCIPAL, INC. OFFICERS AND DIRECTORS
Name/Position Citizenship Name and business address of employer - ------------- ----------- ------------------------------------- M.S. Alexander United States Paribas Principal, Incorporated President/Director 787 Seventh Avenue New York, NY 10019 Philippe Blavier France & U.S. BNP Paribas Director 3 rue d'Antin 75002 Paris, France Jeffrey Youle United States BNP Paribas Secretary/Director 787 Seventh Avenue New York, NY 10019 Everett Schenk United States BNP Paribas Director 787 Seventh Avenue New York, NY 10019 Herve Couffin France Paribas Affaires Industrielles Director 3 rue d'Antin 75002 Paris, France Donna Kiernan United States BNP Paribas Chief Financial Officer 787 Seventh Avenue New York, NY 10019 George Billeci United States BNP Paribas Assistant Secretary 787 Seventh Avenue New York, NY 10019
11 B. PARIBAS NORTH AMERICA, INC. OFFICERS AND DIRECTORS
Name/Position Citizenship Name and business address of employer - ------------- ----------- ------------------------------------- Dominique Hoenn France BNP Paribas Chairman of the Board 3 rue d'Antin 75002 Paris, France Bernard Allorent France BNP Paribas Director 3 rue d'Antin 75002 Paris, France Philippe Blavier France BNP Paribas Director 3 rue d'Antin 75002 Paris, France Amaury de Seze France BNP Paribas Director 3 rue d'Antin 75002 Paris, France David Brunner United States BNP Paribas Director 787 Seventh Avenue New York, NY 10019 Alain Louvel France BNP Paribas Director 787 Seventh Avenue New York, NY 10019 Everett Schenk United States BNP Paribas CEO, Director 787 Seventh Avenue New York, NY 10019 G. Timothy Deason United States BNP Paribas Vice President, Secretary and 787 Seventh Avenue General Counsel New York, NY 10019 Donna Kiernan United States BNP Paribas Chief Financial Officer 787 Seventh Avenue New York, NY 10019 Dennis Lerner United States BNP Paribas Tax Director 787 Seventh Avenue New York, NY 10019 Wendy Gould United States BNP Paribas Tax Manager 787 Seventh Avenue New York, NY 10019
12 C. BNP PARIBAS BOARD OF DIRECTORS
Name/Position Citizenship Title and name and business address of employer - ------------- ----------- ----------------------------------------------- Michel Pebereau France Chairman and CEO Chairman and CEO BNP Paribas 16 boulevard des Italiens 75009 Paris, France Baudouin Prot France President and COO COO and Director BNP Paribas 16 boulevard des Italiens 75009 Paris, France Patrick Auguste France BNP Paribas Director 33/35 avenue de Lowendal 75015 Paris, France Jean-Louis Beffa France Chairman and CEO Director Saint-Gobain Les Miroirs 18 avenue d'Alsace F-92400, Courbevoie, France Jacques Friedmann France 80 avenue de Bretauil Director 75015 Paris, France Francois Grappotte France Chairman and CEO Director Legrand 128 avenue Delattre de Tassigny 87045 Limoges Cedex, France Philippe Jaffre France (formerly Chairman and CEO of Elf Aquitaine) Director SAFREP 38 rue Marbeuf 75008 Paris, France Alain Joly France Chairman and CEO Director L'Air Liquide 75 quai d'Orsay 75007 Paris, France
13
Name/Position Citizenship Title and name and business address of employer - ------------- ----------- ----------------------------------------------- Jean-Marie Messier France Chairman and CEO Director Vivendi 42 avenue de Friedland 75380 Paris, France Lindsay Owen-Jones United Kingdom Chairman and CEO Director L'Oreal 14 rue Royale 75008 Paris, France Davis Peake United Kingdom Chairman of the Board Director BNP-UK Holdings Limited 8-13 King William Street P.O. Box 416 London EC4P 4HS England Louis Schweitzer France Chairman and CEO Director Renault 13-15 quai Alphonse LeGallo F-92513 Boulogne, France Rene Thomas France Honorary Chairman Director BNP Paribas 16 boulevard des Italiens 75009 Paris, France Karl Bernhard Walter Germany Chairman of the Board Director Dresdner Bank Jurgen-Ponto-Platz 1 60301 Frankfurt, Germany Jean-Marie Gianno France 2 boulevard Victor Hugo Director 06000 Nice, France Philippe Mussot France BNP Paribas Director 1 Place de la Republique 72000 Le Mans, France Claude Bebear France Chairman Director AXA Group 23 avenue Matignon 75008 Paris, France Michel Francois-Poncet France Vice Chairman Director BNP Paribas 16 boulevard des Italiens 75009 Paris, France
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Name/Position Citizenship Title and name and business address of employer - ------------- ----------- ----------------------------------------------- Paul-Louis Halley France Chairman, President and CEO Director Promodes BP 17 Route de Paris 14120 Mondeville, France Denis Kessler France President Director Federation Francais des Societes d'Assurances 26 boulevard Hausmann 75009 Paris, France (Vice President - MEDEF)
15 Exhibit Index Exhibit No. Description - ---------------------------------------------- 4. Joint Filing Agreement, dated July __, 2000 among the Reporting Persons. 5. Letter of Intent dated March 29, 2000.* * Portions of which have been omitted pursuant to a request for confidential treatment 16 EX-4 2 0002.txt JOINT FILING AGREEMENT The fourth exhibit is replaced with the following: Exhibit 4 July 28, 2000 Joint Filing Agreement We, the undersigned, hereby express our agreement that the attached Schedule 13D is, and any future amendments thereto may be, filed on behalf of each of us. BNP PARIBAS By: /s/ M.S. Alexander ------------------------ Name: M.S. Alexander Title: Managing Director PARIBAS NORTH AMERICA, INC. By: /s/ Donna Kiernan ------------------------ Name: Donna Kiernan Title: Chief Financial Officer PARIBAS PRINCIPAL, INCORPORATED By: /s/ M. S. Alexander ------------------------ Name: M. S. Alexander Title: President 17 EX-5 3 0003.txt LETTER OF INTENT Exhibit 5 Quad-C Quad-C Management, Inc. 230 East High Street Stephen M. Burns Charlottesville, Virginia 22902 Partner Telephone: (804) 979-2075 Telecopier: (804) 979-1145 E-mail: smb@qc-inc.com * * * * Indicates that confidential information has been omitted. PRIVATE AND CONFIDENTIAL ------------------------ LETTER OF INTENT March 29, 2000 Paribas 3, rue d'Antin Cedex 02 Paris, France 75078 Gentlemen: This letter will confirm our mutual understanding and intentions concerning the acquisitions and/or management (the "Transaction") of all the stock, debt instruments and other interests (collectively, the "Assets") owned by you or any of your affiliates in each of * * * *, and Staff Leasing, Inc., * * * * except that with respect to Staff Leasing, Inc. the Transaction shall relate to 425,000 common shares and warrants exercisable into 1,015,986 shares of common stock at an exercise price of $7.24 per share. Under the structure being contemplated, 50% of the Assets will be sold to partnerships managed by and affiliates of Quad-C Management, Inc. ("Quad-C") with the remaining 50% of the Assets (the "Remaining Assets") to be retained by Paribas. In this structure, Quad-C will manage the Remaining Assets in accordance with a management agreement to be negotiated. * * * * Quad-C's willingness to effect the Transaction shall be subject to the satisfactory completion of its business, accounting and legal due diligence. Quad-C shall complete its due diligence review within three weeks from the date it is first given access to the companies by Paribas. The transaction is also subject to the negotiation and execution of mutually satisfactory definitive transaction documents, including without limitation, a stock purchase (or similar) agreement, containing, among other things, customary representations and warranties, covenants and indemnities. It is understood that Paribas' representations and warranties shall generally be limited to ownership of the assets and authority to do the transaction. In addition, Quad-C shall be entitled to all management, advisory, transaction and similar fees which may be payable to Paribas or any of its affiliates by any of the companies comprising the Assets. The parties agree that the Purchase Price shall not be subject to renegotiation. During the period from the date hereof until 30 days from the signing of this letter, neither Paribas nor any of its affiliates, officers, directors, associates, shareholders, advisors, agents or representatives shall take any action to, directly or indirectly, encourage, initiate, solicit, or engage in 18 discussions or negotiations with, or provide any information to, any entity or person other than Quad-C (and its affiliates and representatives) concerning any sale or similar transaction with respect to any of the Assets. None of the parties (nor any affiliate thereof) shall issue any press release or make any other disclosure to any third person relating to or connected with, this letter or the matters contained herein without obtaining the prior approval of the other party, except (i) each of the parties hereto may disclose this letter to its officers, directors and advisors (so long as such parties keep this letter and its contents confidential), (ii) Quad-C may make disclosures to its financing sources, * * * * and (iv) each party may make such disclosures as may be required by law. This letter is a letter of intent only and it is understood that it is not deemed binding and that the parties' respective legal obligations (except for the agreements in the two preceding paragraphs of this letter and the next succeeding paragraph) shall arise solely from the definitive transaction documents, if any, described above. Quad-C and Paribas shall each bear their respective legal and due diligence costs and expenses. This letter shall be governed by, and constructed in accordance with, the laws of the State of New York applicable to agreements made and to be performed within such State. This letter may be executed in one or more counterparts, each of which shall be an original, but all such counterparts shall together constitute but one and the same instrument. This letter shall not be amended or modified except in writing signed by the parties hereto. If the foregoing correctly sets forth our mutual, understanding and intentions with respect to the proposed Transaction, please so indicate by signing the enclosed copy of this letter, and returning it to us no later than 5:00 p.m. on March 30, 2000. QUAD-C MANAGEMENT, INC. By: /s/ Stephen M. Burns ------------------------------ Name: Stephen M. Burns Title: Vice President Confirmed and Agreed, this 30th day of March 2000 Paribas By: /s/ Herve Couffin ---------------------------------------- Name: Herve Couffin Title: Member of the Executive Committee of PAI 19 -----END PRIVACY-ENHANCED MESSAGE-----