HOUSTON, Aug. 18 /PRNewswire/ -- CORESTAFF, Inc. (Nasdaq: CSTF), one of
the largest national providers of information technology (IT) services and
staffing services, today announced it closed its previously announced public
offering of convertible subordinated notes.  The net proceeds from the sale of
the notes is estimated to be $187.9 million and will be used to repay a
portion of indebtedness incurred under CORESTAFF's credit facility.
    Concurrently with the sale of the notes, certain stockholders of CORESTAFF
sold an aggregate 6.9 million shares of CORESTAFF common stock.  The price to
the public for the common stock was $29 per share.
    CORESTAFF sold $230 million of 2.94% convertible subordinated notes due
2004.  The notes were issued at an original price of 83.991% of the principal
amount at maturity, which represents an original issue discount of 16.009%.
The notes will mature in seven years, carry an interest rate of 2.94% and will
be convertible into shares of CORESTAFF common stock at a conversion rate of
23.7397 shares per $1,000 principal amount at maturity of the notes.
Initially, this represents a 22% premium over the $29 per share price in the
common stock offering.  The interest rate on the notes, together with the
original issue discount, represent a yield to maturity of 5.75% per annum.
    The notes were underwritten by Morgan Stanley Dean Witter, Goldman,
Sachs & Co., Alex. Brown & Sons Incorporated, Donaldson, Lufkin & Jenrette
Securities Corporation, Montgomery Securities and The Robinson-Humphrey
Company, Inc.  The common stock offering in the United States and Canada was
managed by the same underwriters as the notes offering and the international
offering of the common stock was managed by Morgan Stanley Dean Witter,
Goldman Sachs International, Alex. Brown & Sons Incorporated, Donaldson,
Lufkin & Jenrette International, Montgomery Securities and The Robinson-
Humphrey Company, Inc.
    Established in 1993, CORESTAFF, Inc. is one of the largest national
providers of information technology (IT) services and staffing services
through its two business groups:  the IT Services Group, which is comprised of
COMSYS Information Technology Services and the IT Solutions unit, and the
Staffing Services Group, which operates under the name CORESTAFF Services.
The company, with pro forma revenues in excess of $925 million, operates
148 branches in 28 states, the District of Columbia, the United Kingdom and
India.

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