Staff Leasing, Inc.
Ticker:STFF 600 301 Boulevard West, Suite 202
Exchange:NASDAQ-National Market Bradenton, FL 34205
Industry:Service (SIC Code 7363) (941) 748-4340

Offering Information
Type of Shares:Common Shares Filing Date:3/7/97
U.S. Shares:4,000,000 Offer Date:6/25/97
Non-U.S. Shares:0 Filing Range:$15.00 - $17.00
Primary Shares:3,500,000 Offer Price:$17.00
Secondary Shares:500,000 Gross Spread:$1.19
Offering Amount: $64,000,000 Selling:$0.70
Expenses: - Reallowance:$0.10
Shares Out After: -

Primary Underwriting Group
ManagerTierPhone
Lehman Brothers IncorporatedLead Manager (212) 526-8100
Donaldson, Lufkin & Jenrette Securities Corp.Co-manager (212) 371-0641
Montgomery SecuritiesCo-manager (415) 627-2100

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Powell, Goldstein, Frazer & Murphy
Bank's Law Firm: O'Melveny & Meyers
Auditor: Deloitte & Touche

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/31/96 12/31/96
Revenue:$1,432.13Assets:$65.76
Net Income:-$3.87Curr Assets:
EPS:-$0.28Liabilities:$101.66
Prior EPS:Curr Liabilities:
Cash Flow/Oper:-$1.92Equity:-$35.90
Cash Flow/Fin:Cash:
Cash Flow/Inv:

Business Description
The company is the largest professional employer organization in the United States. As of February 28, 1997, the company served over 7,800 clients with over 89.500 worksite employees, principally in Florida, Texas and Georgia. The company believes that it has more than twice the number of clients and worksite employees as any PEO competitor and that its 1996 revenues of $1.4 billion exceeded the PEO revenues of any competitor by more than $500 million. The company provides its clients with a broad range of services, including payroll administration, risk management, benefits administration, unemployment services and human resource consulting services. The company's clients are typically small to medium-sized businesses with between five and 100 employees. According the U.S. Small Business Administration, this segment of the U.S. economy is estimated to consist of six million businesses, with 53 million employees and $1.4 trillion in annual wages, and is projected to be a major source of employment growth in the U.S. economy. The company's revenues have increased annually since its inception in 1984 and, during the last three years, have increased from $735.8 million in 1994 to $1.4 billion in 1996.

Use of Proceeds
The proceeds from the proposed offering will be used to repay indebtedness outstanding under the company's bank credit facility, to prepay certain capitalized lease obligations and to repurchase certain preferred limited partnership interests in the partnership, for general corporate purposes which may include strategic acquisitions of PEOs and related businesses.

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