-----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, ED+WbIF9kGJ2LG4sxiO9tlIE+6W/Q8qDQpuy6G8AuzqB9Y02pLMcEZ24y8GQFOQH Fqy5SWdOBy2aVHwzcMPdHg== 0000897204-00-000048.txt : 20000410 0000897204-00-000048.hdr.sgml : 20000410 ACCESSION NUMBER: 0000897204-00-000048 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000407 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/A SEC ACT: SEC FILE NUMBER: 005-53043 FILM NUMBER: 596537 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: BANQUE NATIONALE DE PARIS 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 SC 13D/A 1 SCHEDULE 13D, AMENDMENT NO. 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment no. 4)* Staff Leasing, Inc. (Name of Issuer) Shares of Common Stock ($.01 par value) (Title of Class of Securities) 0008523811 (CUSIP Number) Banque Nationale de Paris Paul E. Glotzer, Esq. 499 Park Avenue Cleary, Gottlieb, Steen & Hamilton New York, NY 10022 One Liberty Plaza (212) 415-9600 New York, NY 10006 Attention: Jean-Pierre Bernard (212) 225-2000 Anthony F. Essaye, Esq. Clifford Chance Rogers & Wells 607 Fourteenth Street, NW Washington, DC 20005-2018 (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 which is the subject of this Schedule 13D, and is filing this schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box:[_] Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See ss.240.13d-7 for other parties to whom copies are to be sent. *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. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 (the "Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 0008523811 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Banque Nationale de Paris 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [ ] (b) [X] 3. SEC USE ONLY 4. SOURCE OF FUNDS (SEE INSTRUCTIONS) OO 5. CHECK 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 OWNED BY EACH REPORTING PERSON WITH 7. SOLE VOTING POWER 0* 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 IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0 14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) BK * Banque Nationale de Paris may be deemed to be the beneficial owner of the Common Stock of Staff Leasing, Inc. reported herein through its ownership of Paribas and its indirect ownership of Paribas North America and Paribas Principal Incorporated. Such shares of Staff Leasing, Inc. are not included above so as to avoid double counting. CUSIP No. 0008523811 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Paribas 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [ ] (b) [X] 3. SEC USE ONLY 4. SOURCE OF FUNDS (SEE INSTRUCTIONS) OO 5. CHECK 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 OWNED BY EACH REPORTING PERSON WITH 7. SOLE VOTING POWER 0* 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 IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0 14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) BK * 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 and its indirect ownership of Paribas Principal Incorporated. Such shares of Staff Leasing, Inc. are not included above so as to avoid double counting. CUSIP No. 0008523811 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Paribas North America, Inc. I.R.S. Identification No. 13-1929559 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [ ] (b) [X] 3. SEC USE ONLY 4. SOURCE OF FUNDS (SEE INSTRUCTIONS) WC,OO 5. CHECK 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 OWNED BY EACH REPORTING PERSON WITH 7. SOLE VOTING POWER 425,000* 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 IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.0 14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) 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 Incorporated through its ownership of Paribas Principal Incorporated. Such shares of Staff Leasing, Inc. are not included above so as to avoid double counting. CUSIP No. 0008523811 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Paribas Principal Incorporated I.R.S. Identification No. 13-3529118 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [ ] (b) [X] 3. SEC USE ONLY 4. SOURCE OF FUNDS (SEE INSTRUCTIONS) WC,OO 5. CHECK 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 OWNED BY EACH REPORTING PERSON WITH 7. SOLE VOTING POWER 2,321,891 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 IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.7 14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO Banque Nationale de Paris ("BNP"), Paribas, Paribas North America, Inc. ("PNA"), and Paribas Principal Incorporated ("PPI" and collectively with BNP, Paribas, and PNA, the "Reporting Persons") hereby amend the report on Schedule 13D, dated March 19, 1999 as amended by Amendment No. 1 dated April 8, 1999, Amendment No. 2 dated April 22, 1999, and Amendment No. 3 dated December 22, 1999 (the initial Schedule 13D and the amendments thereto, collectively, the "Schedule 13D"), filed by 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, (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, and (iv) BNP, 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 Paribas, which itself is a wholly-owned subsidiary of BNP." The first sentence of the fourth paragraph of Item 2 is amended and restated as follows: "Paribas, a wholly-owned bank subsidiary of BNP, engages in banking and financial services worldwide." Item 2 is hereby amended by adding the following paragraph after the fourth paragraph thereof: "BNP is a Societe Anonyme, or limited liability banking corporation, organized under the laws of the Republic of France, the principal businesses of which are the conduct of retail banking activities in France and of corporate and private banking and other activities in France and around the world. The principal address of BNP is 16, boulevard des Italiens 75009, Paris, France." The sixth paragraph (the fifth paragraph prior to this Amendment No. 4) 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, Paribas, and BNP, 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: "During the last five years, neither PPI, PNA, Paribas, BNP nor, to the best of PPI's, PNA's, Paribas' or BNP's 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 changes in the plan of the Reporting Persons regarding the Company, by deleting the paragraph of Item 4 commencing with the words: "Except as disclosed in this Item 4 . . . ." 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 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 U.S. investment advisory company will acquire 212,500 shares of Common Stock and warrants exercisable into 507,993 shares of Common Stock. PPI will retain an approximately 9.3% ownership interest in the Company after the sale. Except as disclosed in this Item 4, none of the Reporting Persons has any current plan or proposals which relate to or in: (a) The acquisition by any such 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. Item 5 of the Schedule 13D is hereby amended to read in its entirety 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 Percentage of Beneficially Owned Beneficially Owned with Aggregate Number of Class Beneficially with Sole Voting and Shared Voting and Shares Beneficially Owned (2) Name Dispositive Power(1) Dispositive Power Owned 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% Paribas(6) 0 0 0 0% BNP(7) 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 of 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 21,709,542 shares of Common Stock outstanding as of December 31 1999, as disclosed in the Company's most recent Form 10-K 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)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. (7) BNP may be considered the beneficial owner of the shares reported by PPI, PNA and Paribas herein through its 100% ownership of Paribas. Such shares are not included in the table so as to avoid double counting. To the best knowledge of BNP, Paribas, PPI, and PNA, 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 or Paribas beneficially owns any securities of the Company although no actual inquiry of such persons has been made." Item 7. Materials to be Filed as Exhibits. Item 7 is amended to restate Exhibit 4 as follows: "4. Joint Filing Agreement, dated April 6, 2000 among the Reporting Persons." Item 7 is amended to add the following: "5. Letter of Intent, dated March 29, 1999."* * Reflects the deletion of confidential information. 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. April 6, 2000 BANQUE NATIONALE DE PARIS By: /s/ Jean-Pierre Bernard ___________________ Name: Jean-Pierre Bernard Title: Chief Operating Officer Paribas By: /s/ M.S. Alexander ___________________ Name: M. S. Alexander Title: Managing Director Paribas North America, Inc. By: /s/ Evertt Schenk ___________________ Name: Everett Schenk Title: Chief Executive Officer Paribas Principal, Incorporated By: /s/ M.S. Alexander ___________________ Name: M. S. Alexander Title: President Schedule I The introductory paragraph to Schedule I is hereby amended and restated as follows: "The following tables set forth for the directors and executive officers of PPI, Paribas, PNA, and BNP (i) 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." 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, Paribas, PNA and BNP (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. PPI BOARD MEMBERS Name/Position Citizenship Present Principal occupation or employment and name and business address of employer M.S. Alexander United States President/Director President/ Paribas Principal, Inc 787 Seventh Avenue, NewYork, NY 10019 Philippe Blavier France & U.S. Director Banker/Paribas, 3 rue d'Antin, 75002 Paris, France Jeffrey Youle United States Secretary/Director Managing Director Paribas New York Branch, 787 Seventh Avenue, New York, New York 10019 Everett Schenk United States Director Banker/Paribas,787 Seventh Avenue, New York, NY 10019 Herve Couffin France Director Paribas Affaires Industrielles Executive Committee Member 3 rue d'Antin, 75002 Paris, France Gary Binning United States Director Partner, Paribas Principal Partners, 787 Seventh Avenue, New York, New York 10019 Donald Ercole United States Director Managing Director Paribas New York Branch, Merchant Banking, 787 Seventh Avenue, New York, New York 10019 Donna Kiernan United States Chief Financial Officer Chief Financial Officer Paribas, Paribas, 787 Seventh Avenue, New York, NY 10019 George Billeci United States Assistant Secretary Associate, Paribas New York Branch, Merchant Banking, 787 Seventh Avenue, New York, NY 10019
B. PARIBAS SUPERVISORY BOARD & BOARD OF MANAGEMENT (as of November 30, 1999) Name/Position Citizenship Present Principal occupation or employment and name and business address of employer SUPERVISORY BOARD Michel Francois-Poncet France Chairman of the Supervisory Board of Chairman of Supervisory Board Paribas 3, rue d'Antin, 75002 Paris, France Jean Gandois France President Vice-Chairman of Supervisory Board Cockerill Sambre. 4 rue Quentin Bauchart, 75008 Paris, France Euan Baird United Kingdom President Member of Supervisory Board Schlumberger 42, rue Saint Dominque, 75007 Paris, France Claude Bebear France President Member of Supervisory Board AXA 21/23, avenue de Matignon, 75008 Paris, France Antonio Borges Portugal Dean of INSEAD Business School Member of Supervisory Board Boulvard de Constance, 77305 Fountainbleau Cedex, France Paul Desmarais Canada President Member of Supervisory Board Power Corporation 751 Victoria Square, Montreal, Quebec, Canada Thierry Desmarest France President Member of Supervisory Board COMPAGNIE FRANCAISE DES PETROLES TOTAL Tour Total, 24 Cours Michelet, 92080 PUTEAUX, France Paul-Louis Halley France President Member of Supervisory Board Promodes Route de Paris Zi, 14120 MONDEVILLE Antione Jeancourt-Galignani France President Member of Supervisory Board ASSURANCES GENERALE DE FRANCE 87, rue de Richelieu, 75002 Paris, France Denis Kessler France President Member of Supervisory Board FEDERATION FRANCAIS DES SOCIETES D'ASSURANCES 26 Boulevard HAUSSMANN, 75009 Paris, France (Vice President -MEDEF) Alexandre Lamfalussy Belgium President Member of Supervisory Board Insitut D'etudes Europeennes' Colette Neuville France President Member of Supervisory Board Association for the Defense of Minority Shareholders 5, rue Au Lin, 98000 Chartres, France Pierre Nourrit France Employee Member of Supervisory Board Paribas 3, rue d'Antin, 75002 Paris, France Jean-Rene Fourtou France Chairman of the Supervisory Board Member of Supervisory Board Aventis Isabelle Gendre France Employee Member of Supervisory Board Paribas 3, rue d'Antin, 75002 Paris, France Monique Notel France Employee Member of Supervisory Board Paribas 3, rue d'Antin, 75002 Paris, France BOARD OF MANAGEMENT Michel Pebereau France Chief Executive Officer Chairman of the Board of Management Paribas 16 boulevard des Italiens, 75009 Paris, France Jean Clamon France Member of the Board of Management Member of the Board of Management Paribas 3, rue d'Antin, 75002 Paris, France Dominique Hoenn France Member of the Board of Management Member of the Board of Management Paribas 3, rue d'Antin, 75002 Paris, France Bernard Muller France Member of the Board of Management Member of the Board of Management Paribas 3, rue d'Antin, 75002 Paris, France Amaury-Daniel de Seze France Member of the Board of Management Member of the Board of Management Paribas 3, rue d'Antin, 75002 Paris, France EXECUTIVE COMMITTEE Philippe Blavier France & Global Head of Corporate Banking Member of the Board of Management United States Paribas 3, rue d'Antin, 75002 Paris, France Michel Clair France Member of the Board of Management Member of the Board of Management Paribas 3, rue d'Antin, 75002 Paris, France
c. PARIBAS NORTH AMERICA, INC. OFFICERS AND DIRECTORS (December 29, 1999) Name/Position Citizenship Present Principal occupation or employment and name and business address of employer Dominique Hoenn France Banker Chairman of the Board Paribas 3 rue d'Antin, 75002 Paris France Bernard Allorent France Banker Director Paribas 3 rue d'Antin, 75002 Paris France Philippe Blavier France Banker Director Paribas 3 rue d'Antin, 75002 Paris France Christian Manset France Banker Director Paribas 3 rue d'Antin, 75002 Paris France Amaury de Seze France Banker Director Paribas 3 rue d'Antin, 75002 Paris France David Brunner United States Banker Director Paribas 787 7th Avenue New York, New York 10019 Alain Louvel France Banker Director Paribas 787 Seventh Avenue New York, New York 10019 Everett Schenk United States Banker Director and Paribas Chief Executive Officer 787 Seventh Avenue New York, New York 10019
d. Except as otherwise noted, the address of each such person in this Part D is 16, boulevard des Italiens 75009 Paris, France. EXECUTIVE OFFICERS AND DIRECTORS OF BNP Present principal occupation or employment and name and business address of employer Name/Position Citizenship Michel Pebereau/ France Chairman and Chief Executive Officer Director Patrick Auguste/ Director France Executive, BNP Banque Nationale de Paris 33/35, avenue de Lowendal 75015 Paris France Jean-Louis Beffa/ France Chairman and Chief Executive Officer, Director Saint-Gobain Compagnie de Saint-Gobain "Les Miroirs" 18, avenue d'Alsace 92060 Paris-La Defense France Jacques Friedmann/ France Chairman of the Supervisory Board, AXA-UAP Director AXA-UAP 9, Place Vendome 75001 Paris France Jean-Marie Gianno/ France Employee BNP Director Banque Nationale de Paris 2, Boulevard Victor Hugo 06000 Nice France Francois Grappotte / Director France Chairman and CEO, Legrand Legrand 128, avenue Delattre de Tassigny 87045 - Limoges Cedex, France Philippe Jaffre/ France (was previously Chairman and Chief Executive Officer, Director Elf Aquitaine) SAFREP 38, rue Marbeuf 75008 - Paris France Alain Joly/ France Chairman and Chief Executive Officer, Director L'Air Liquide L'Air Liquide 75, Quai d'Orsay 75007 Paris France Jean-Marie Messier / Director France Chairman and CEO, Vivendi 42, avenue de Friedland 75008 - Paris France Philippe Mussot/ France Employee, BNP Director Banque Nationale de Paris 1, Place de la Republique 72000 Le Mans France Lindsay Owen-Jones/ England Chairman and Chief Executive Officer, L'Oreal Director L'Oreal 41, rue Martre 92117 Clichy France David Peake/ England Chairman of the Board, BNP-UK Holdings Limited Director BNP-UK Holdings Limited 8-13 King William Street P.O. Box 416 London EC4P 4 HS England Louis Schweitzer/ France Chairman and Chief Executive Officer, Renault Director Renault 34, Quai du Point du Jour 92100 Boulogne-Billancourt France Rene Thomas/ France Honorary Chairman Director Jacques-Henri Wahl/ France Adviser to the Chairman Director Bernhard Walter/ Germany Chairman of the Board, Dresdner Bank Director Dresdner Bank Jurgen-Ponto-Platz 1 60301 Frankfurt Germany Baudouin Prot/ France President and Chief Operating Officer President and COO Georges Chodron de Courcel/ France Group Executive Vice President Executive VP Vivien Levy-Garboua/ France Group Executive Vice President Executive VP Christian Aubin/ France Adviser to the Chairman Advisor to Chairman Jean-Francois Lepetit/ France Adviser to the Chairman; Advisor to Chairman Executive Vice President, Asset/Liability Management Bernard Lemee/ France Senior Executive Vice President, Senior Executive VP Human Resources Alain Moynot/ France Senior Executive Vice President, Senior Executive VP Domestic Network Philippe Bordenave/ France Chief Financial Officer CFO Jacques Desponts/ Executive VP France Executive Vice President, International Trade Finance Herve Gouezel/ Executive VP France Executive Vice President, Organization and Information Services Michel Konczaty/ Executive VP France Executive Vice President, Structured Finance Marc Lavergne/ Executive VP France Executive Vice President, Management Audit and Inspection Chantal Mazzacurati / France Executive Vice President Executive VP Equities Pierre Mariani/ Chairman of France Chairman of the Management Board of Banexi the Management Board of Banexi Yves Martrenchar/ Executive VP France Executive Vice President, Products and Markets Michel Passant/ Executive VP France Executive Vice President, Operational and Technical Support Claude Porcherot/ Executive VP France Executive Vice President, Domestic Subsidiaries and Real Estate Ervin Rosenberg/ Executive VP France Executive Vice President, Large Corporations and Institutions Edouard Sautter/ Executive VP France Executive Vice President, Risk Policy and Industry Research Antoine Sire / Director of France Communication and Advertising Communication and Advertising Jean Thomazeau/ Executive VP France Executive Vice President, Risks (International Banking and Finance) Laurent Treca/ Executive VP France Executive Vice President, Business Development
Exhibit Index Exhibit No. - ---------------------------------------------------------------- 4. Joint Filing Agreement, dated April 6, 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. The fourth exhibit is replaced with the following: Exhibit 4 April 6, 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. BANQUE NATIONALE DE PARIS By:___________________ Name: Jean-Pierre Bernard Title: Chief Operating Officer PARIBAS By:___________________ Name: M. S. Alexander Title: Managing Director PARIBAS NORTH AMERICA, INC By:___________________ Name: Everett Schenk Title: Chief Executive Officer PARIBAS PRINCIPAL, INCORPORATED By:___________________ Name: M. S. Alexander Title: President Exhibit 5 * * * * Indicates that confidential information has been omitted and filed separately with the Commission. 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 sale and purchase of 212,500 shares of common stock and warrants exercisable into 507,993 shares of common stock of Staff Leasing, Inc.] * * * *. * * * * 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 discussions or negotiations with, or provide any information to, any entity or person other than * * * * (and its affiliates and representatives) concerning any sale or similar transaction with respect to [this sale] * * * *. 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) * * * * may make disclosures to its financing sources, * * * * and (iv) each party may make such disclosures as may be required by law. * * * * * * * * and Paribas shall each bear their respective legal and due diligence costs and expenses. This letter shall be governed by, and construed 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 he 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. * * * * By: Name: * * * * Title: * * * * 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 -----END PRIVACY-ENHANCED MESSAGE-----