SC 13D/A: Schedule filed to report acquisition of beneficial ownership of 5% or more of a class of equity securities
Published on August 31, 1999
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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. 3)
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Barrett Business Services, Inc.
(Name of Issuer)
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Common Stock, $.01 par value
(Title of Class of Securities)
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068463 10 8
(CUSIP Number)
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William W. Sherertz
Barrett Business Services, Inc.
4724 S.W. Macadam Avenue
Portland, Oregon 97201
Telephone: (503) 220-0988
(Name, Address, and Telephone Number of Person Authorized
to Receive Notices and Communications)
Copy to:
Mary Ann Frantz
Miller, Nash, Wiener, Hager & Carlsen LLP
111 S.W. Fifth Avenue, Suite 3500
Portland, Oregon 97204
Telephone: (503) 224-5858
July 21, 1999
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition 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
[ ].
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13D
CUSIP No. 068463 10 8
1. Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
William W. Sherertz
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2. Check the Appropriate Box if a Member of a Group
[ ] (a)
[X] (b)
3. SEC Use Only
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4. Source of Funds
OO, PF
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5. [ ] Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Item 2(d) or 2(e)
6. Citizenship or Place of Organization
United States
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Number of Shares Beneficially Owned by Each Reporting Person With:
7. Sole Voting Power
1,978,400
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8. Shared Voting Power
10,000
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9. Sole Dispositive Power
1,978,400
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10. Shared Dispositive Power
10,000
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,988,400
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12. [ ] Check Box if the Aggregate Amount in Row 11 Excludes
Certain Shares
13. Percent of Class Represented by Amount in Row 11
25.7 percent
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14. Type of Reporting Person
IN
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Item 1. Security and Issuer.
The title of the class of equity securities to which this Amendment No.
3 to statement on Schedule 13D ("Statement") relates is common stock, $.01 par
value ("Common Stock") of Barrett Business Services, Inc., a Maryland
corporation ("Company"). The address of the Company's principal executive
offices is 4724 S.W. Macadam Avenue, Portland, Oregon 97201.
Item 2. Identity and Background.
(a)-(c), (f) This statement is filed by William W. Sherertz ("Mr.
Sherertz"), whose business address is 4724 S.W. Macadam Avenue, Portland, Oregon
97201. Mr. Sherertz's present principal occupation is president of the Company.
The Company is a human resource management company engaged in providing staffing
and professional employer services to a diversified group of customers through a
network of branch offices in eleven states. The Company's address is set forth
in Item 1. Mr. Sherertz is a citizen of the United States.
(d)-(e) During the last five years, Mr. Sherertz has not (i) been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) been 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.
On October 28, 1991, Mr. Sherertz purchased from the Company one share
of its capital stock for $8,000. The funds used for the purchase were Mr.
Sherertz's personal funds and not funds he borrowed. At the time of the
purchase, the Company had outstanding 250 additional shares of capital stock,
all of which were held by Nancy B. Sherertz ("Ms. Sherertz").
In a letter agreement ("Agreement") dated August 17, 1992, Mr. and Ms.
Sherertz agreed to divide their holdings of Company capital stock equally upon
the closing of an underwriting agreement for an initial public offering of
Company capital stock. The Agreement was entered into by Ms. Sherertz for
personal reasons based on her then marital relationship with Mr. Sherertz and
also to recognize his contribution to the Company's growth and his efforts to
establish a public market for the Common Stock.
In March 1993, the outstanding capital stock of the Company was split
into Common Stock at the rate of 7,968 shares for each previously outstanding
share of capital stock, and the shares previously held by Mr. Sherertz and Ms.
Sherertz were changed into 7,968 and 1,992,032 shares of Common Stock,
respectively.
On June 18, 1993, an underwritten initial public offering of Common
Stock by the Company closed and, pursuant to the Agreement, Ms. Sherertz
transferred 992,032 shares of her Common Stock to Mr. Sherertz.
The references to numbers of shares of Common Stock that follow have
been adjusted for a two-for-one stock split in 1994. Since June 1993, Mr.
Sherertz has:
(1) Purchased a total of 63,500 shares of Common Stock in 13 open
market transactions for a total purchase price of approximately $718,230;
(2) Sold a total of 100,000 shares of Common Stock in two open market
transactions for a total sale price of $1,665,625;
(3) Disposed of beneficial ownership of a total of 17,450 shares of
Common Stock by bona fide gifts;
(4) Transferred a total of 4,000 shares of Common Stock in exchange
for real property lease rights; and
(5) Exercised employee stock options for a total of 122,500 shares of
Common Stock through the delivery of a total of 56,193 shares of Common Stock in
payment of the exercise price, for a net increase of 66,307 shares.
Item 4. Purpose of Transaction.
Mr. Sherertz acquires or disposes of shares of Common Stock from time
to time for personal reasons. See also Item 3. Except in the ordinary course of
Mr. Sherertz's management of the Company in his capacity as President, Mr.
Sherertz has no present plans or proposals which relate to or would result in:
(a) The acquisition by any person of additional securities of the
Company other than grants to and exercises of employee stock options
held by Mr. Sherertz from time to time, or the disposition of
securities of the Company other than by gift undertaken by Mr. Sherertz
for charitable or tax planning purposes;
(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 plans 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
Securities Exchange Act of 1934; or
(j) Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
(a)-(b) Mr. Sherertz beneficially owns 1,988,400 shares of Common Stock
or 25.7 percent of the outstanding Common Stock. Mr. Sherertz has sole power to
vote and sole power to dispose of 1,978,400 shares and shares voting and
dispositive power as to 10,000 shares with his wife. Mr. Sherertz directly owns
1,815,957 shares and has the right to acquire 162,443 shares pursuant to the
exercise of employee stock options which are exercisable in the next 60 days.
(c) During the past 60 days, Mr. Sherertz has not engaged in any
transactions in the Common Stock.
(d)-(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
Except for the Agreement (which has been performed) and the employee
stock options referenced in Item 7, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) between Mr. Sherertz and
any other person with respect to any securities of the Company, including but
not limited to transfer or voting of any of the securities, finders' fees, joint
ventures, loan or option arrangements, puts or calls, guarantees of profits,
division of profits or loss, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits.
(a) Letter agreement between Nancy B. Sherertz and William W.
Sherertz dated August 17, 1992. (Incorporated by reference to Exhibit
10.6 to the Company's registration statement on Form S-3 (No. 33-61804)
effective June 11, 1993)
(b) Employee stock option dated June 18, 1993, to purchase 70,000
shares of Common Stock at $3.50 per share (as adjusted for the May 1994
stock split) granted to William W. Sherertz by the Company. (Previously
filed)*
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* Agreements evidencing subsequent grants of employee stock options have
been omitted because they are essentially identical to Exhibit (b) except for
dates of vesting and expiration and exercise price.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete and
correct.
Dated: August 30, 1999 /s/ William W. Sherertz
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William W. Sherertz
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations. (See 18 U.S.C. 1001.)