DEF 14A: Definitive proxy statements
Published on April 13, 1998
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of
[x] Definitive Proxy Statement the Commission Only (as
[ ] Definitive Additional Materials permitted by
[ ] Soliciting Material Pursuant to Rule 14a-6(e)(2))
Section 240.14a-11(c)
or Section 240.14a-12
Barrett Business Services, Inc.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing
fee is calculated and state how it was determined):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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BARRETT BUSINESS SERVICES, INC.
April 13, 1998
Dear Stockholder:
You are cordially invited to attend the annual meeting of stockholders
of Barrett Business Services, Inc., to be held at 2:00 p.m. on Wednesday, May
13, 1998, at the Multnomah Athletic Club, 1849 S.W. Salmon Street, Portland,
Oregon.
Matters to be presented for action at the meeting include the election
of directors and ratification of the selection of independent accountants.
We look forward to conversing with those of you who are able to attend
the meeting in person. Whether or not you can attend, it is important that you
sign, date and return your proxy as soon as possible. If you do attend the
meeting and wish to vote in person, you may withdraw your proxy and vote
personally.
Sincerely,
William W. Sherertz
President and Chief
Executive Officer
BARRETT BUSINESS SERVICES, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
May 13, 1998
You are invited to attend the annual meeting of stockholders of Barrett
Business Services, Inc., to be held at the Multnomah Athletic Club, 1849 S.W.
Salmon Street, Portland, Oregon, on Wednesday, May 13, 1998, at 2:00 p.m.,
Pacific Time.
Only stockholders of record at the close of business on March 31, 1998,
will be entitled to vote at the meeting.
The meeting is being held to consider and act upon the following
matters:
1. Election of directors.
2. Approval of the appointment of Price Waterhouse LLP as independent
accountants for the current fiscal year ending December 31, 1998.
3. Such other business as may properly come before the meeting or any
adjournments thereof.
Please sign and date the accompanying proxy, and return it promptly in
the enclosed postage-paid envelope to avoid the expense of further solicitation.
If you attend the meeting, you may withdraw your proxy and vote your shares in
person.
By Order of the Board of Directors
Michael D. Mulholland
Secretary
Portland, Oregon
April 13, 1998
BARRETT BUSINESS SERVICES, INC.
4724 S.W. Macadam Avenue
Portland, Oregon 97201
(503) 220-0988
-------------------------------
PROXY STATEMENT
1998 ANNUAL MEETING OF STOCKHOLDERS
This proxy statement is furnished in connection with the solicitation
of proxies by the Board of Directors (the "Board") of Barrett Business Services,
Inc. (the "Company"), to be voted at the annual meeting of stockholders to be
held on May 13, 1998, and any adjournments thereof. The proxy statement and
accompanying form of proxy were first mailed to stockholders on approximately
April 13, 1998.
VOTING, REVOCATION AND SOLICITATION OF PROXIES
When a proxy in the accompanying form is properly executed and
returned, the shares represented will be voted at the meeting in accordance with
the instructions specified in the spaces provided in the proxy. If no
instructions are specified, the shares will be voted FOR Items 1 and 2 in the
accompanying Notice of Annual Meeting of Stockholders.
Stockholders may expressly abstain from voting on Item 2 by so
indicating on the proxy. Abstentions will have no effect on the required vote on
Item 2. Shares represented by duly executed and returned proxies of brokers or
other nominees which are expressly not voted on Item 2 will have no effect on
the required vote.
Any proxy given pursuant to this solicitation may be revoked by the
person giving the proxy at any time prior to its exercise by written notice to
the Secretary of the Company of such revocation, by a later-dated proxy received
by the Company, or by attending the meeting and voting in person. The mailing
address of the Company's principal executive offices is 4724 S.W. Macadam
Avenue, Portland, Oregon 97201.
The solicitation of proxies will be made primarily by mail, but proxies
may also be solicited personally and by telegram or telephone by directors and
officers of the Company without additional compensation for such services.
Brokers and other persons holding shares in their names, or in the names of
nominees, will be reimbursed for their reasonable expenses in forwarding
soliciting materials to their principals and in obtaining authorization for the
execution of proxies. All costs of solicitation of proxies will be borne by the
Company.
OUTSTANDING VOTING SECURITIES
The close of business on March 31, 1998, has been fixed as the record
date for the determination of stockholders entitled to notice of and to vote at
the annual meeting. On the record date, the Company had outstanding 6,747,313
shares of Common Stock, $.01 par value ("Common Stock"), each share of which is
entitled to one vote at the meeting. Common Stock is the only outstanding voting
security of the Company.
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ELECTION OF DIRECTORS
The directors of the Company are elected at the annual meeting of
stockholders in May to serve until the next annual meeting and until their
successors are elected and qualified. The Board has set the number of positions
on the Board at six. Five of the nominees for election as directors are members
of the present Board. The sixth nominee, Nancy B. Sherertz, was previously a
director until March 1993 and is a substantial stockholder of the Company.
A nominee will be elected if the nominee receives a plurality of the
votes cast by the shares entitled to vote in the election, provided that a
quorum is present at the meeting. Unless authority to vote for a director or
directors is withheld, the accompanying proxy will be voted FOR the election of
the nominees named below. If for some unforeseen reason a nominee should become
unavailable for election, the number of directors constituting the Board may be
reduced prior to the annual meeting or the proxy may be voted for the election
of such substitute nominee as may be designated by the Board.
The following table sets forth information with respect to each person
nominated for election as a director, including their ages as of February 28,
1998, business experience during the past five years, and directorships in other
corporations.
Director
Name Principal Occupation(1) Age Since
- ---- ----------------------- --- -----
Robert R. Ames Retired Vice Chairman of First 57 1993
Interstate Bank of Oregon, N.A.
Herbert L. Hochberg Managing Director of Corporate 67 1998
Finance and Director, Ladenburg
Thalmann & Co. Inc.
Anthony Meeker Director of Key Asset Management, 58 1993
Inc., New York, New York, an investment
management firm.
Stanley G. Renecker Vice President - Acquisitions of The 43 1993
Campbell Group, Portland, Oregon,
a timberland management firm.
Nancy B. Sherertz Private investor. 48 --
William W. Sherertz President and Chief Executive 52 1980
Officer of the Company.
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(1) During the past five years, the principal occupation and employment of each
director has been in the capacity set forth above except as follows:
(a) Mr. Ames currently is actively engaged in numerous real estate
development ventures. From 1992 to 1995, he was the Vice Chairman
of the Board of Directors of First Interstate Bank of Oregon, N.A.
From 1983 to 1991, Mr. Ames served as President of the Bank.
(b) Mr. Meeker was Treasurer of the State of Oregon from 1987 to 1993.
(c) Ms. Sherertz was President and a director of the Company from 1975
to March 1993.
(d) Mr. Sherertz also serves as Chairman of the Board of Directors.
Ms. Sherertz and Mr. Sherertz were married to each other until 1994.
Directors' Meetings and Standing Committees
- -------------------------------------------
The standing committees of the Board include an audit committee and a
compensation committee. In addition, the Board recently approved the formation
of a nominating committee and expects to select its members at the Board's
annual meeting in May 1998. The nominating committee will consider suggestions
submitted by stockholders for proposed nominees for director. Any
recommendations as to nominees for election at the 1999 annual meeting should be
submitted in writing by December 14, 1998, to the Secretary
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of the Company at its principal executive offices and should include the name,
address and qualifications of each proposed nominee.
During 1997, the Board held eight meetings, the audit committee
held six meetings and the compensation committee held three meetings. Each
director attended more than 75% of the aggregate of the total number of meetings
of the Board and the total number of meetings held by all committees of the
Board on which he served during 1997, except for Mr. Sherertz, who attended 50%
of such meetings.
The audit committee reviews services provided by the independent
accountants, makes recommendations concerning their engagement or discharge, and
reviews with management and the independent accountants the results of their
audit, the adequacy of internal accounting controls, and the quality of
financial reporting. The members of the audit committee are Mr. Renecker,
chairman, and Mr. Ames.
The compensation committee reviews the compensation of executive
officers of the Company and makes recommendations to the Board regarding salary
levels and other forms of compensation to be paid to executive officers. A
subcommittee of the compensation committee, the option committee, administers
the Company's 1993 Stock Incentive Plan (the "Incentive Plan") and makes
decisions as to grants of options and other stock-based awards. The members of
the compensation committee and the option committee presently are Mr. Meeker,
chairman, and Mr. Hochberg.
Compensation Committee Interlocks and Insider Participation
- -----------------------------------------------------------
The members of the compensation committee of the board of directors
of the Company during 1997 were Jeffrey L. Beaudoin, Stephen A. Gregg and
Anthony Meeker. During 1997, the Company provided services to Rose City Moving
and Storage Co., of which Mr. Beaudoin is President and a majority stockholder.
The Company recorded revenues and cost of revenues during 1997 related to such
services of $4,047,000 and $3,719,000, respectively. At December 31, 1997, the
Company's assets included trade accounts receivable totaling $188,000 with
respect to the above services; the highest amount of such receivables
outstanding at any time during 1997 was $236,000 as of April 30, 1997.
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STOCK OWNERSHIP BY PRINCIPAL STOCKHOLDERS AND MANAGEMENT
Beneficial Ownership Table
- --------------------------
The following table gives information regarding the beneficial
ownership of Common Stock as of March 31, 1998, by each director and certain
named executive officers and by all directors and executive officers of the
Company as a group. In addition, it gives information about each person or group
known to the Company to own beneficially more than 5% of the outstanding shares
of Common Stock. Information as to beneficial stock ownership is based on data
furnished by the persons concerning whom such information is given. Unless
otherwise indicated, all shares listed as beneficially owned are held with sole
voting and dispositive powers.
Amount and Nature Percent
of Beneficial of
Name of Beneficial Owner Ownership (2) Class
- ------------------------ ------------- -----
Wynnefield Capital Management, LLC (1). 436,100 6.5%
Heartland Advisors, Inc.(1). . . 733,700 10.9%
Robert R. Ames . . . . . . . . . 6,500 *
Herbert L. Hochberg. . . . . . . 50,800(3) *
Anthony Meeker . . . . . . . . . 5,950 *
Michael D. Mulholland. . . . . . 43,731 *
Stanley G. Renecker. . . . . . . 5,500 *
Nancy B. Sherertz(1) . . . . . . 1,535,000(4) 22.8%
William W. Sherertz(1) . . . . . 1,945,600(4) 28.4%
All directors and executive officers
as a group (9 persons) . . . . . 2,085,456 29.9%
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* Less than 1% of the outstanding shares of Common Stock.
(1) The addresses of persons owning beneficially more than 5% of the
outstanding Common Stock are as follows: Wynnefield Capital Management,
LLC, One Penn Plaza, Suite 4720, New York, New York 10119; Heartland
Advisors, Inc., 790 North Milwaukee Street, Milwaukee, Wisconsin 53202;
Nancy B. Sherertz, 27023 Rigby Lot Road, Easton, Maryland 21601; and
William W. Sherertz, 4724 S.W. Macadam Avenue, Portland, Oregon 97201.
(2) Includes options to purchase Common Stock which are presently
exercisable or will become exercisable by May 30, 1998, as follows: Mr.
Ames, 5,500 shares; Mr. Meeker, 5,500 shares; Mr. Mulholland, 43,731
shares; Mr. Renecker, 5,500 shares; Mr. Sherertz, 114,943 shares; and
all directors and executive officers as a group, 202,049 shares.
(3) Includes warrants to purchase 30,000 shares of Common Stock which are
fully exercisable until June 10, 1998, and 15,800 shares of Common
Stock owned by Mr. Hochberg's wife, as to which he shares voting and
dispositive powers.
(4) Ms. Sherertz and Mr. Sherertz disclaim beneficial ownership of 1,300
shares held by their minor children.
Section 16(a) Beneficial Ownership Reporting Compliance
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Section 16 of the Securities Exchange Act of 1934 ("Section 16")
requires that reports of beneficial ownership of Common Stock and changes in
such ownership be filed with the Securities and Exchange Commission ("SEC") by
Section 16 "reporting persons," including directors, executive officers, and
certain holders of more than 10% of the outstanding Common Stock. To the
Company's knowledge, all Section 16 reporting requirements applicable to known
reporting persons were complied with for transactions and stock holdings during
1997, except that Mr. Beaudoin, a former director, filed one report relating to
two transactions after it was due and Ms. Sherertz filed one report relating to
one transaction after its due date.
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EXECUTIVE COMPENSATION
Summary Compensation Table
- --------------------------
The following table sets forth for the years indicated the compensation
awarded or paid to, or earned by, the Company's chief executive officer and the
Company's other executive officers whose salary level and bonus in 1997 exceeded
$100,000.
SUMMARY COMPENSATION TABLE
Long-Term
Compensation
Awards
-----------
Annual Compensation
------------------- Securities
Underlying
Name and Principal Salary Bonus Options
Position Year ($) ($) (#)
- ------------------------ ---------- --------- ----- -----------
William W. Sherertz 1997 $144,000 -- 68,860
President and 1996 144,000 -- 30,333
Chief Executive Officer 1995 144,000 -- 77,000
Michael D. Mulholland 1997 130,000 $19,591 22,926
Vice President-Finance 1996 127,500 33,367 18,500
and Secretary; Chief 1995 115,000 42,550 30,000
Financial Officer
Stock Option Data
- -----------------
The following table provides information as to options to purchase
Common Stock granted under the Incentive Plan to the named executive officers
during 1997.
Option Grants in Last Fiscal Year
Individual Grants
- -------------------------------------------------------------------
Number of % of Total
Securities Options
Underlying Granted to
Options Employees Exercise Grant Date
Granted(1) in Fiscal Price Expiration Present
(#) Year ($/Share) Date Value($)(2)
----------- -------- --------- ---------- -----------
William W. 25,000 11.4% $12.00 12/15/2007 $131,331
Sherertz 18,860 8.6 12.063 10/28/2007 115,861
25,000 11.4 14.125 4/01/2007 154,606
Michael D. 5,000 2.3 12.00 12/15/2007 26,266
Mulholland 17,926 8.2 17.938 1/29/2007 140,753
(1)
Options generally become exercisable cumulatively in four equal annual
installments beginning one year after the date of grant; provided that
the option will become exercisable in full upon the officer's death,
disability or retirement, or in the event of a change in control of the
Company. A change in control is defined in the option agreements to
include (i) any occurrence which would be required to be reported as
such by the proxy disclosure rules of the SEC, (ii) the acquisition by
a person or group (other than the Company or one of its employee
benefit plans) of 30% or more of the combined voting power of its
voting securities, (iii) with certain exceptions, the existing
directors' ceasing to constitute a majority of the Board, (iv) certain
transactions involving the merger, or sale or transfer of a majority of
the assets, of the Company, or (v) approval by the stockholders of a
plan of liquidation or dissolution of the Company. The options include
a feature which entitles an optionee who tenders previously-acquired
involving the merger, or sale or transfer of a majority of the assets,
of the Company, or (v) approval by the stockholders of a plan of
liquidation or dissolution of the Company. The options include a
feature which entitles an optionee who tenders previously-acquired
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shares of Common Stock to pay all or part of the exercise price of the
option, to be granted a replacement option (a "reload option") to
purchase a number of shares equal to the number of shares tendered with
an exercise price equal to the fair market value of the Common Stock on
the date of grant. The option granted to Mr. Sherertz covering 18,860
shares of the Company's Common Stock is a reload option which becomes
exercisable in full six months following the date of grant. No SARs
were granted by the Company during 1997.
(2) The values shown have been calculated based on the Black-Scholes option
pricing model and do not reflect the effect of restrictions on
transferability or vesting. The values were calculated based on the
following assumptions: (i) expectations regarding volatility of 42%
were based on monthly stock price data for the Company, (ii) the risk-
free rate of return (6.25%) was assumed to be the Treasury Bond rate
whose maturity corresponds to the expected term (7.5 years) of the
option granted; and (iii) no dividends on the Common Stock will be paid
during the option term. The values which may ultimately be realized
will depend on the market value of the Common Stock during the periods
during which the options are exercisable, which may vary significantly
from the assumptions underlying the Black-Scholes model.
Information concerning exercises of stock options during 1997 and the
value of unexercised options held by the named executive officers at December
31, 1997, is summarized in the table below.
- -----------------------------------------
(1) The named executive officers did not exercise any SARs during 1997 and
did not hold any SARs at December 31, 1997.
(2) Represents the amount by which the fair market value of the Common
Stock at the date of exercise exceeded the exercise price.
(3) The values shown have been calculated based on the difference between
$11.8125, which was the mean of the reported high and low sale prices
of the Common Stock reported on The Nasdaq Stock Market on December 31,
1997, and the per share exercise price of unexercised options.
Directors' Compensation
- -----------------------
Under the standard arrangement in effect at the end of 1997, directors
(other than directors who are full-time employees of the Company, who do not
receive directors' fees) are entitled to receive a fee of $500 for each Board
meeting attended and each meeting of a committee of the Board attended other
than a committee meeting held on the same day as a Board meeting.
A nonqualified option for 1,000 shares of Common Stock is granted
automatically to each non-employee director whose term begins on or continues
after the date of each annual meeting of stockholders at an exercise price equal
to the fair market value of the Common Stock on the date of the meeting.
Accordingly, on May 14, 1997, each then non-employee director received an option
for 1,000 shares at an exercise price of $14.75 per share.
Payment of the exercise price of options granted to non-employee
directors may be in cash or in previously-acquired shares of Common Stock. Each
option includes a reload option feature to the extent
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that previously- acquired shares are used to pay the exercise price.
Non-employee director options (other than reload options) become exercisable in
four equal annual installments beginning one year after the date of grant.
Reload options become exercisable six months following the date of grant. All
options granted to a non-employee director will be exercisable in full upon the
director's death, disability or retirement, or in the event of a change in
control of the Company. The option term will expire three months following the
date upon which the holder ceases to be a director other than by reason of
death, disability or retirement; in the event of death or disability, the option
will expire one year thereafter, while non-employee director options will expire
five years after retirement.
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REPORT OF THE COMPENSATION COMMITTEE
ON EXECUTIVE COMPENSATION
The compensation committee (the "Committee") of the Board is composed
of two outside directors who provide disinterested administration of the
Company's stock-based Incentive Plan and act as an independent resource to the
Board in recommending executive salary levels and analyzing other proposed forms
of executive compensation.
The Company's overall approach to executive compensation is based on a
philosophy that combines a goal-driven annual cash compensation package with
equity incentives designed to build stock ownership among key employees. These
two key principles serve to align executives effectively with stockholder
interests by focusing management on financial goals necessary to enhance
stockholder value, as well as long-term growth, by strongly encouraging
significant ownership in the Company's stock.
Salaries. Base salaries for the Company's executive officers are
initially determined by evaluating the responsibilities of the position and the
experience of the individual, and by reference to the competitive marketplace
for management talent. Annual salary adjustments are determined by evaluating
the competitive marketplace, the performance of the Company, the performance of
the executive particularly with respect to the individual's specific
contribution to the Company's success, and any increased responsibilities
assumed by the executive.
Annual Cash Incentive Bonuses. The Committee has implemented a policy
to guide its compensation decisions with respect to the executive officers of
the Company below the level of president. It is the Committee's belief that the
stewardship provided by the executive officers is best measured by the Company's
return on equity. Accordingly, recommendations for annual awards of cash
incentive bonuses for 1997 were based upon a formula with reference to the
Company's return on stockholders' equity for the year ended December 31, 1997
and the executive's total salary for the year.
Long-Term Incentive Compensation. The Company strives to align
executive officer financial interests with long-term stockholder value. See
"Option Grants in Last Fiscal Year" above for a detail of options granted to the
named executive officers in 1997.
Chief Executive Officer Compensation. It was the recommendation of the
Company's president, William W. Sherertz, to the Committee that his salary level
remain unchanged for 1997. It was Mr. Sherertz's further recommendation that his
incentive compensation continue to be tied to the long-term enhancement of
stockholder value and, accordingly, he declined to accept an annual cash bonus
for the fourth successive year. It was the decision of the Committee to accept
Mr. Sherertz's recommendations in view of the fact that Mr. Sherertz is a
significant shareholder in the Company and, to the extent his performance as
chief executive officer results in an increase in the value of the Company's
stock, all stockholders, including him, share the benefits.
The Committee's goal is to serve the interests of the Company's
stockholders by enabling the Company to attract, motivate, and retain the
caliber of management expertise necessary for the successful implementation of
the Company's strategic goals. The Committee believes that its objective was
successfully achieved during 1997.
COMPENSATION COMMITTEE
Anthony Meeker, Chair
Herbert L. Hochberg
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STOCK PERFORMANCE GRAPH
The following graph shows the cumulative total return at the dates
indicated for the period from June 11, 1993, the date on which the Common Stock
became registered under the Securities Exchange Act of 1934, until December 31,
1997, for the Common Stock, the Standard & Poor's 500 Stock Index (the "S&P
500"), and for a group of the Company's peers in the staffing industry. In
addition, the graph has been prepared assuming (i) reinvestment of dividends and
(ii) investment of $100 in each of the S&P 500 and the peer group at the close
of business on June 10, 1993, and in the Common Stock at the public offering
price of $3.50 per share in the Company's initial public offering.
Comparison of Five-Year Cumulative Total Returns
Performance Graph For Barrett Business
Services, Inc.
12/31/92 12/31/93 12/30/94 12/29/95 12/31/96 12/31/97
-------- -------- -------- -------- -------- --------
Barrett
Business
Services,
Inc. $169.2 $344.6 $363.1 $375.4 $289.2
S&P 500
Stocks $96.3 105.7 107.2 147.5 181.9 242.8
Self-
Determined
Peer Group 106.7 118.4 156.6 180.1 193.8 254.9
Companies in the Self-Determined Peer Group:
ADIA SERVICES INC CDI CORP
KELLY SERVICES INC MANPOWER INC
OLSTEN CORP ROBERT HALF INTERNATIONAL INC
STAFF BUILDERS INC NEW UNIFORCE SERVICES INC
Notes:
A. The lines represent monthly index levels derived from compounded
daily returns that include all dividends.
B. The indexes are reweighted daily, using the market capitalization on
the previous trading day.
C. If the monthly interval, based on the fiscal year-end, is not a
trading day, the preceding trading day is used.
D. The index level for all series was set to $100.0 on 06/11/93.
[Additional Plot Points Included in Performance Graph]
Barrett
Business
Date Services, Inc. S&P 500 Peer Group
---- -------------- ------- ----------
12/31/92 $96.332 $106.705
01/29/93 97.034 105.881
02/26/93 98.347 112.628
03/31/93 100.429 111.143
04/30/93 97.966 103.664
05/28/93 100.544 102.240
06/11/93 $100.000 100.000 100.000
06/30/93 110.769 100.894 101.442
07/30/93 103.077 100.391 106.635
08/31/93 127.692 104.159 116.059
09/30/93 175.385 103.363 106.768
10/29/93 206.154 105.401 109.456
11/30/93 178.462 104.456 110.904
12/31/93 169.231 105.729 118.378
01/31/94 206.154 109.278 125.980
02/28/94 240.000 106.346 125.831
03/31/94 324.615 101.726 122.527
04/29/94 326.154 102.951 131.408
05/31/94 289.231 104.735 131.375
06/30/94 227.692 102.125 136.476
07/29/94 246.154 105.458 147.143
08/31/94 264.615 109.826 156.750
09/30/94 289.231 107.178 153.519
10/31/94 332.308 109.599 161.764
11/30/94 387.692 105.619 157.973
12/30/94 344.615 107.172 156.602
01/31/95 363.077 109.931 154.871
02/28/95 369.231 114.261 168.483
03/31/95 356.923 117.625 181.753
04/28/95 307.692 121.090 182.853
05/31/95 295.384 125.894 153.778
06/30/95 338.461 128.945 153.641
07/31/95 375.384 133.187 164.351
08/31/95 373.846 133.665 169.655
09/29/95 375.384 139.278 176.642
10/31/95 344.615 138.772 169.017
11/30/95 350.769 144.908 176.703
12/29/95 363.077 147.501 180.116
01/31/96 387.692 152.725 180.984
02/29/96 393.846 154.223 200.177
03/29/96 430.769 155.655 212.362
04/30/96 430.769 157.991 229.923
05/31/96 452.307 161.991 234.025
06/28/96 461.538 162.684 232.197
07/31/96 412.307 155.434 212.399
08/30/96 486.153 158.846 225.207
09/30/96 393.846 167.747 219.409
10/31/96 406.153 172.349 204.663
11/29/96 358.461 185.528 195.882
12/31/96 375.384 181.864 193.824
01/31/97 455.384 193.303 213.604
02/28/97 438.461 194.809 225.166
03/31/97 356.923 186.684 208.667
04/30/97 320.000 198.011 225.411
05/30/97 353.846 210.129 251.018
06/30/97 335.384 219.360 259.442
07/31/97 421.538 236.977 276.248
08/29/97 384.615 223.939 272.513
09/30/97 412.307 236.023 272.652
10/31/97 310.769 228.269 265.867
11/28/97 295.384 238.834 245.731
12/31/97 289.230 242.790 254.869
- 9 -
APPROVAL OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS
The Board has selected Price Waterhouse LLP as independent accountants
to examine the financial statements of the Company for the fiscal year ending
December 31, 1998. Although the appointment of accountants is not required to be
submitted to a vote of the stockholders, the Board has decided to ask the
stockholders to approve the appointment and recommends that you vote FOR
approval. If a majority of the shares of Common Stock represented at the annual
meeting does not vote to approve the appointment, the Board will reconsider the
appointment.
Price Waterhouse LLP were the independent accountants for the year
ended December 31, 1997. The Company expects representatives of Price Waterhouse
LLP to be present at the 1998 annual stockholders' meeting and to be available
to respond to appropriate questions. The accountants will have the opportunity
to make a statement at the annual meeting if they desire to do so.
OTHER MATTERS
Management knows of no matters to be brought before the annual meeting
other than the election of directors and ratification of the selection of
accountants. However, if any other business properly comes before the meeting,
the persons named in the accompanying form of proxy will vote or refrain from
voting thereon in accordance with their judgment pursuant to the discretionary
authority given them in the proxy.
STOCKHOLDER PROPOSALS FOR 1999 ANNUAL MEETING
Stockholder proposals submitted for inclusion in the 1999 proxy
materials and consideration at the 1999 annual meeting of stockholders must be
received by the Company by December 14, 1998. Any such proposal should comply
with the SEC's rules governing stockholder proposals submitted for inclusion in
proxy materials.
April 13, 1998 BARRETT BUSINESS SERVICES, INC.
- 10 -
PROXY
BARRETT BUSINESS SERVICES, INC.
1998 ANNUAL MEETING OF STOCKHOLDERS
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints William W. Sherertz and Anthony Meeker
as proxies, each with power to act alone and with power of substitution, and
hereby authorizes them to represent and to vote all the shares of common stock
of Barrett Business Services, Inc., which the undersigned may be entitled to
vote at the Annual Meeting of Stockholders to be held on Wednesday, May 13,
1998, at 2:00 p.m., or any adjournments thereof:
(Continued and to be signed on reverse)
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
1. ELECTION OF DIRECTORS:
[ ] FOR all nominees listed below [ ] WITHHOLD AUTHORITY to vote
(except as marked to the for all nominees listed below
contrary below)
Robert R. Ames Anthony Meeker Nancy B. Sherertz
Herbert L. Hochberg Stanley G. Renecker William W. Sherertz
(INSTRUCTION: To withhold authority to vote for any individual
nominee, write that nominee's name in the space provided below.)
----------------------------------------------------------------
2. PROPOSAL TO APPROVE THE APPOINTMENT OF PRICE WATERHOUSE LLP as independent
accountants for the fiscal year ending December 31, 1998.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. In their discretion, upon any other matters which may properly come before
the meeting.
Please mark your votes as indicated in this example: [X].
The shares represented by this proxy when properly executed
will be voted in the manner directed herein by the
undersigned stockholder. IF NO DIRECTION IS MADE, THIS
PROXY WILL BE VOTED FOR ITEMS 1 AND 2. If any other
matters properly come before the meeting, the persons named
as proxies will vote in accordance with their best
judgment.
The undersigned acknowledges receipt of the 1998 Notice of
Annual Meeting and accompanying Proxy Statement and revokes
all prior proxies for said meeting.
Please sign exactly as your name appears hereon. If the
shares are jointly held, each joint owner named should
sign. When signing as attorney, personal representative,
administrator, or other fiduciary, please give full title.
If a corporation, please sign in full corporate name by
authorized officer. If a partnership, please sign in
partnership name by authorized person.
PLEASE MARK, SIGN, DATE, AND RETURN THE PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.
- ---------------------------------- Date: -------------------------, 1998
Signature(s)
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
MEMORANDUM
Date: April 13, 1998
To: Participants in the Barrett Business Services, Inc. Employees'
Savings Plan
From: Mike Mulholland
Subject: Proxy solicitation in connection with May 13, 1998 annual meeting
of stockholders
================================================================================
The enclosed material, which consists of:
-- 1997 annual report
-- Proxy statement
-- Proxy card
-- Return envelope
is being provided to you as a participant of Barrett's 401(k) plan, which owns
shares of the Company's common stock. Pursuant to the Plan Document and Trust
Agreement, you are entitled to vote the shares held for your account in the Plan
on the proposals outlined in the accompanying proxy statement.
After you have considered the enclosed information, please mark your votes on
the proxy card, sign the card and return it in the postage-paid envelope. Your
vote will be compiled with those of other Plan participants and conveyed to the
Company's stock transfer agent by the Plan's trustee, Smith Barney Shearson
Trust Company.