-----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, ITzAa3dljcj1GcRH++Q4xaZxyJfNQqHR3Xf735RTv4Jv9mxIDsWCzpI3I7xDW1al d0hGSAp3+DgBYWJF3cATYw== /in/edgar/work/0000911420-00-500013/0000911420-00-500013.txt : 20001025 0000911420-00-500013.hdr.sgml : 20001025 ACCESSION NUMBER: 0000911420-00-500013 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20001024 GROUP MEMBERS: WYNNEFIELD PARTNERS SMALL CAP VALUE LP GROUP MEMBERS: WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P. GROUP MEMBERS: WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P. I GROUP MEMBERS: WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND, LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BARRETT BUSINESS SERVICES INC CENTRAL INDEX KEY: 0000902791 STANDARD INDUSTRIAL CLASSIFICATION: [7363 ] IRS NUMBER: 520812977 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-42607 FILM NUMBER: 744904 BUSINESS ADDRESS: STREET 1: 4724 S W MACADAM AVE CITY: PORTLAND STATE: OR ZIP: 97201 BUSINESS PHONE: 5032200988 MAIL ADDRESS: STREET 1: 4724 SW MACADAM AVE CITY: PORTLAND STATE: OR ZIP: 97201 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WYNNEFIELD PARTNERS SMALL CAP VALUE LP CENTRAL INDEX KEY: 0000899083 STANDARD INDUSTRIAL CLASSIFICATION: [ ] IRS NUMBER: 133688497 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: ONE PENN PLAZA STREET 2: SUITE 4720 CITY: NEW YORK STATE: NY ZIP: 10119 BUSINESS PHONE: 2127600814 MAIL ADDRESS: STREET 1: ONE PENN PLAZA STREET 2: SUITE 4720 CITY: NEW YORK STATE: NY ZIP: 10119 SC 13D/A 1 0001.txt AMENDMENT 2 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 SCHEDULE 13D/A 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. 2) Barrett Business Services, Inc. ------------------------------- (Name of Issuer) Common Stock, Par Value $0.01 Per Share --------------------------------------- (Title of Class of Securities) 068463108 --------- (CUSIP Number of Class of Securities) Wynnefield Partners Small Cap Value, L.P. One Penn Plaza - Suite 4720 New York, New York 10119 (212) 760-0814 Attention: Mr. Nelson Obus -------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Copy to: Shahe Sinanian, Esq. Greenberg Traurig, LLP 200 Park Avenue New York, New York 10166 (212) 801-9200 June 26, 1998 ------------- June 1, 2000 ------------ (Dates of Events which Require 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 if 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 10 Pages) SCHEDULE 13D/A - -------------------------------------------------------------------------------- CUSIP No. 068463108 Page 2 of 10 Pages - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON: Wynnefield Partners Small Cap Value, L.P. S.S. OR I.R.S. IDENTIFICATION N0. OF ABOVE PERSON: 13-3688497 - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[X] (b)[_] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS WC (SEE ITEM 3) - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE - -------------------------------------------------------------------------------- NUMBER OF 7. SOLE VOTING POWER SHARES 220,980 shares on June 26, 1998 237,300 shares on June 1, 2000 ----------------------------------------------------- BENEFICIALLY 8. SHARED VOTING POWER OWNED BY None EACH REPORTING ----------------------------------------------------- PERSON 9. SOLE DISPOSITIVE POWER WITH 220,980 shares on June 26, 1998 237,300 shares on June 1, 2000 ---------------------------------------------------- 10. SHARED DISPOSITIVE POWER None - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 220,980 shares on June 26, 1998 237,300 shares on June 1, 2000 - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.3% of Common Stock on June 26, 1998 3.2% of Common Stock on June 1, 2000 - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON PN - -------------------------------------------------------------------------------- (Page 2 of 10 Pages) SCHEDULE 13D/A - -------------------------------------------------------------------------------- CUSIP No. 068463108 Page 3 of 10 Pages - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON: Wynnefield Small Cap Value Offshore Fund, Ltd. S.S. OR I.R.S. IDENTIFICATION N0. OF ABOVE PERSON: Not Applicable - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[X] (b)[_] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS WC (SEE ITEM 3) - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION CAYMAN ISLANDS - -------------------------------------------------------------------------------- NUMBER OF 7. SOLE VOTING POWER SHARES 102,200 shares on June 26, 1998 127,900 shares on June 1, 2000 ----------------------------------------------------- BENEFICIALLY 8. SHARED VOTING POWER OWNED BY None EACH REPORTING ------------------------------------------------------ PERSON 9. SOLE DISPOSITIVE POWER WITH 102,200 shares on June 26, 1998 127,900 shares on June 1, 2000 ------------------------------------------------------ 10. SHARED DISPOSITIVE POWER None - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 102,200 shares on June 26, 1998 127,900 shares on June 1, 2000 - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.5% of Common Stock on June 26, 1998 1.7% of Common Stock on June 1, 2000 - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- (Page 3 of 10 Pages) SCHEDULE 13D/A - -------------------------------------------------------------------------------- CUSIP No. 068463108 Page 4 of 10 Pages - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON Wynnefield Partners Small Cap Value, L.P. I S.S. OR I.R.S. IDENTIFICATION N0. OF ABOVE PERSON: 13-3953291 - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[X] (b)[_] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS WC (SEE ITEM 3) - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE - -------------------------------------------------------------------------------- NUMBER OF 7. SOLE VOTING POWER SHARES 198,520 shares on June 26, 1998 309,800 shares on June 1, 2000 ----------------------------------------------------- BENEFICIALLY 8. SHARED VOTING POWER OWNED BY None EACH REPORTING ------------------------------------------------------ PERSON 9. SOLE DISPOSITIVE POWER WITH 198,520 shares on June 26, 1998 309,800 shares on June 1, 2000 ------------------------------------------------------ 10. SHARED DISPOSITIVE POWER None - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 198,520 shares on June 26, 1998 309,800 shares on June 1, 2000 - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.9% of Common Stock on June 26, 1998 4.2% of Common Stock on June 1, 2000 - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON PN - -------------------------------------------------------------------------------- (Page 4 of 10 Pages) Item 1. Security and Issuer. This Statement relates to shares of Common Stock, $0.01 par value per share (the "Shares"), of Barrett Business Services, Inc., a Maryland corporation (the "Issuer"). The principal executive offices of the Issuer are located at 4724 SW Macadam Avenue, Portland, Oregon 97201. Item 2. Identity and Background. (a), (b), (c) and (f). This Statement is being filed by Wynnefield Partners Small Cap Value, L.P. (the "Partnership"), Wynnefield Small Cap Value Offshore Fund, Ltd. (the "Fund"), and Wynnefield Partners Small Cap Value, L.P. I (the "Partnership-I"). Although the Partnership, the Fund and Partnership-I are each separate and distinct entities with different beneficial owners (whether designated as limited partners or stockholders), for the convenience of reporting their holdings, in this Statement, they are sometimes referred to collectively as the "Wynnefield Group". Wynnefield Capital Management, LLC, a New York limited liability company ("WCM"), is the general partner of the Partnership and Partnership-I, private investment companies organized as limited partnerships under the laws of the State of Delaware. Nelson Obus and Joshua Landes are the managing members of WCM and the principal executive officers of Wynnefield Capital, Inc., the investment manager of the Fund, a private investment company organized under the laws of the Cayman Islands. Mr. Obus and Mr. Landes are citizens of the United States of America. The business address of Mr. Obus, Mr. Landes, WCM, and each of the entities in the Wynnefield Group is One Penn Plaza, Suite 4720, New York, New York 10119. (d) and (e). During the last five years, and the five years prior to the date of the first event which required the filing of this Statement, neither Mr. Obus, Mr. Landes, WCM, nor any of the entities comprising the Wynnefield Group has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding 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 Wynnefield Group entities purchased their Shares, separately from each other, for the consideration shown in the following table: (Page 5 of 10 Pages) Name Number of Shares Purchased* Consideration Paid - ---- --------------------------- ------------------ Partnership 18,714 $99,418.13 Partnership-I 50,500 $391,618.75 Fund 7,700 $40,906.25 Each member of the Wynnefield Group maintains a separate investment fund, consisting of capital contributions from their respective partners and investors and capital appreciation derived therefrom for the principal purpose of buying and selling securities (including financial and money market instruments) and interests in domestic and foreign securities, including, without limitation, convertible securities, stock index features contracts, options, puts and calls on stock and warrants. Item 4. Purposes of Transaction. Each member of the Wynnefield Group purchased the Shares reported in Item 5 below for their own account, and for investment purposes. Except as set forth above, no member of the Wynnefield Group has any present plans or intentions that would result in or relate to any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. Item 5. Interests in Securities of the Issuer. (a) As of the close of business on the date hereof, the three entities referred to as the Wynnefield Group beneficially owned a total of 675,000 Shares after giving effect to the transactions set forth in Item 3 of this Statement. Mr. Obus and Mr. Landes, by virtue of their status as managing members of WCM, the general partner of the Partnership and Partnership-I, and as officers of the Fund's investment manager, may be deemed to have indirect beneficial ownership of the Shares owned by the three entities referred to as the Wynnefield Group. However, Mr. Obus and Mr. Landes, as stated below, disclaim any beneficial ownership of such Shares. The Shares owned by the three entities referred to as the Wynnefield Group represent approximately 9.25% of the outstanding Shares of Common Stock of the Issuer, based on the 7,295,298 Shares of Common Stock reported as outstanding on July 31, 2000 in the Issuer's latest Quarterly Report on Form 10-Q for the period ending June 30, 2000. Pursuant to Rule 13d-4 of the General Rules and Regulations under the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), Mr. Obus and Mr. Landes disclaim beneficial ownership of any Shares owned by the three entities comprising the Wynnefield - -------- * The number of shares listed in this table represent an aggregate of purchase transactions of shares which occurred on the two reportable event dates of June 26, 1998 and June 1, 2000 (the "Reportable Event Dates"). On each of the Reportable Event Dates, the Wynnefield Group's purchase of shares of the Issuer resulted in a material increase in the percentage of the Common Stock beneficially owned by the Wynnefield Group, in an amount equal to one percent or more of the Common Stock of the Issuer. (Page 6 of 10 Pages) Group and disclaim membership in the Wynnefield Group with respect to the Shares for purposes of Sections 13(d) and 13(g) of the Exchange Act or for any other purpose under any other provision of the Exchange Act or the rules and regulations promulgated thereunder. (b) Mr. Obus and Mr. Landes, by virtue of their status as the managing members of WCM, the general partner of the Partnership and Partnership-I, and as officers of the Fund's investment manager, have the power to vote or to direct the vote and the power to dispose and to direct the disposition of the Shares owned by each of the three entities comprising the Wynnefield Group. (c) The Wynnefield Group has made purchases and sales in the Shares since their most recent filing on Schedule 13D as follows: Name Transaction Date Number of Shares Price Per Share - ---- ----------- ---- ---------------- --------------- Partnership Purchase January 6, 1998 2,400 $11.8125 Partnership Purchase January 8, 1998 2,700 $11.1667 Partnership Purchase January 9, 1998 4,500 $11.1458 Partnership Purchase February 27, 1998 2,000 $10.875 Partnership Purchase July 7, 1998 4,240 $9.5625 Partnership Purchase July 14, 1998 16,112 $9.625 Partnership Purchase August 6, 1998 3,937 $8.875 Partnership Purchase September 11, 1998 2,000 $8.1875 Partnership Purchase October 8, 1998 1,000 $6.25 Partnership Purchase October 12, 1998 3,000 $6.1875 Partnership Purchase October 15, 1998 2,500 $6.1875 Partnership Sell December 31, 1998 10,000 $6.50 Partnership Purchase April 14, 1999 2,000 $7.21 Partnership Purchase April 19, 1999 1,600 $6.375 Partnership Sell July 13, 1999 30,000 $9.75 Partnership Purchase November 17, 1999 269,617 $6.9531 Partnership Sell December 21, 1999 269,600 $7.00 (Page 7 of 10 Pages) Partnership Purchase March 29, 2000 1,200 $6.125 Partnership Purchase June 1, 2000* 18,714 $5.3125 Partnership -I Purchase January 6, 1998 1,600 $11.8125 Partnership - I Purchase January 8, 1998 1,800 $11.1667 Partnership - I Purchase January 9, 1998 3,000 $11.1458 Partnership - I Purchase February 27, 1998 8,000 $10.875 Partnership - I Purchase March 2, 1998 2,000 $10.4375 Partnership - I Purchase March 3, 1998 4,000 $10.4375 Partnership - I Purchase April 16, 1998 10,000 $11.4688 Partnership - I Purchase June 26, 1998* 28,600 $9.625 Partnership -I Purchase July 7, 1998 3,760 $9.5625 Partnership -I Purchase July 14, 1998 14,288 $9.625 Partnership - I Purchase August 4, 1998 5,000 $9.3125 Partnership -I Purchase August 6, 1998 3,563 $8.875 Partnership - I Purchase August 31, 1998 2,586 $8.625 Partnership -I Purchase September 11, 1998 2,000 $8.1875 Partnership -I Purchase October 8, 1998 2,000 $6.25 Partnership -I Purchase October 12, 1998 5,000 $6.1875 Partnership -I Purchase October 15, 1998 3,500 $6.1875 Partnership -I Purchase December 31, 1998 10,000 $6.50 Partnership - I Purchase April 7, 1999 2,400 $6.25 Partnership -I Purchase April 14, 1999 2,000 $7.21 Partnership -I Purchase April 19, 1999 2,000 $6.375 (Page 8 of 10 Pages) Partnership -I Purchase July 13, 1999 30,000 $9.75 Partnership -I Sell November 17, 1999 296,617 $6.9531 Partnership -I Purchase December 21, 1999 269,600 $7.00 Partnership -I Purchase March 29, 2000 1,300 $6.125 Partnership -I Purchase June 1, 2000* 21,900 $5.3125 Fund Purchase January 6, 1998 1,000 $11.8125 Fund Purchase February 27, 1998 10,000 $10.875 Fund Purchase June 25, 1998 4,000 $9.25 Fund Purchase July 7, 1998 2,000 $9.5625 Fund Purchase July 14, 1998 7,600 $9.625 Fund Purchase August 6, 1998 2,000 $8.875 Fund Purchase September 11, 1998 1,000 $8.1875 Fund Purchase October 8, 1998 1,000 $6.25 Fund Purchase October 12, 1998 2,000 $6.1875 Fund Purchase October 15, 1998 1,000 $6.1875 Fund Purchase April 14, 1999 900 $7.21 Fund Purchase March 29, 2000 500 $6.125 Fund Purchase June 1, 2000* 7,700 $5.3125 *Each of these dates is a Reportable Event Date, which caused the Wynnefield Group's beneficial ownership of the Common Stock of the Issuer to increase by more than one percent. (d) The entities comprising the Wynnefield Group, as owners of an aggregate of 675,000 Shares (representing 9.25% of the outstanding Shares), has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the Shares, but only from such Shares. (e) Not applicable. (Page 9 of 10 Pages) Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Neither Mr. Obus, Mr. Landes, WCM, nor any of the entities comprising the Wynnefield Group has any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including but not limited to any contracts, arrangements, understandings or relationships concerning the transfer or voting of such securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies. Item 7. Material to be Filed as Exhibits. Not applicable. SIGNATURE After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this Statement is true, complete and correct. Dated: October 24, 2000 WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P. WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P. I By: Wynnefield Capital Management, LLC, General Partner By: /s/ Nelson Obus ----------------------------- Nelson Obus, Managing Member WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND, LTD. By: Wynnefield Capital, Inc. By: /s/ Nelson Obus --------------------- Nelson Obus, President (Page 10 of 10 Pages) -----END PRIVACY-ENHANCED MESSAGE-----