Nationwide Staffing, Inc.
Proposed Ticker:STF 600 Travis, Suite 6200
Exchange:New York Stock Exchange Houston, TX 77002
Industry:Service (SIC Code 7363) (713) 223-7742

Filing Information
Type of Shares:Common Shares Filing Date:9/12/97
U.S. Shares Filed:3,800,000 Filing Range:$11.75 - $13.75
Non-U.S. Shares Filed:0 Offering Amount: $48,450,000
Primary Shares:3,800,000 Expenses:$4,000,000
Secondary Shares:0 Shares Out After:8,671,433

Primary Underwriting Group
ManagerTierPhone
Donaldson, Lufkin & Jenrette Securities Corp.Lead Manager (212) 371-0641
Ladenburg, Thalmann & Co. Inc.Co-manager (212) 409-2300
Legg Mason Wood Walker, Inc.Co-manager (410) 539-4038

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Bracewell & Patterson
Bank's Law Firm: Fulbright & Jaworski
Auditor: Arthur Andersen

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
6 Month Ending Financials
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/31/96 6/30/97 6/30/96 6/30/97
Revenue:$133.77$77.26$60.50Assets:$65.78
Net Income:$2.39$1.88$1.06Curr Assets:
EPS:$0.31$0.25$0.14Liabilities:$37.62
Prior EPS:Curr Liabilities:
Cash Flow/Oper:Equity:$28.15
Cash Flow/Fin:Cash:
Cash Flow/Inv:Working Cap:$1.32

Business Description
The company was organized to become a leading national provider of comprehensive staffing solutions to businesses, professional and service organizations and governmental agencies. The company provides professional, skilled industrial and commercial employees to over 2,200 clients in a wide variety of industires, including aerospace, petrochemicals, petroleum refining, insurance, food processing, legal and high technology, and to the government sector. The company believes that as businesses increasingly outsource a wider range of human resource functions in order to focus on their core operations, they will require more sophisticated and diverse services from their staffing providers. In order to serve these needs, the company offers significantly braoder services than those provided by traditional staffing companies. In addition to supplying temporary workers for short-term needs, the company also provides extended-term temporary employees, staff leasing or PEO services, temporary-to-permanent placements, recruiting, permanent placements, payroll processing, vendor-on premises and human resource consulting.

Business Plan
The company plans to achieve its objective of becoming a leading national provider of comprehensive staffing solutions through the implementation of a cohesive business strategy consisting of the following elements: (I) Offer a Diversified Range of Staffing Services, (ii) Continue to Develop Niche Markets, (iii) Continue to Develop Long-Term Client Relationships, (iv) Increase Operating Efficiencies and (v) Focus on Internal Growth Opportunities.

Use of Proceeds
The proceeds from the proposed offering will be used to pay the cash portion of the acquisition price, the payment of debt assumed through the acquisitions, working capital and for general corporate purposes.

Executive Officers and Directors
Officer NameTitleAge
Larry E. DarstChairman of the Board, President, Chief Executive Officer and Director46
Stephen M. AlterChief Executive Officer of Alternative Solutions, Director58
Quincy T. FreemanChief Executive Officer of Cardinal, Director59
Brenda S. DoubanPresident of ASAP, Director47
Lovey L. HammelPresident of Employment Enterprises, Director38
Mary E. EvinsPresident of Evins Group, Director66
Paul L. MilliganPresident of GTS, Director43
Gary D. PittsPresident of HP Services, Director40
Richard L. BronsonPresident of Technology Plus, Director52
Dean G. WalbergSenior Vice President -- Operations58
Gary J. PetrySenior Vice President and Chief Financial Officer48

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