<PAGE> 1
EXHIBIT (a)(2)
FORM OF
LETTER OF TRANSMITTAL
TO TENDER COMMON SHARES
OF
TEAM AMERICA CORPORATION
PURSUANT TO THE OFFER TO PURCHASE DATED ___________ ___, 2000
OF
TEAM AMERICA CORPORATION
THE EXPIRATION TIME, WITHDRAWAL DEADLINE AND PRORATION DEADLINE IS [DAY],
__________ __, 2000, AT 12:00 P.M. EASTERN STANDARD TIME, UNLESS EXTENDED.
The Depositary for the Offer is:
NATIONAL CITY BANK
By Mail: By Hand or Overnight Delivery:
NATIONAL CITY BANK NATIONAL CITY BANK
Corporate Trust Operations Corporate Trust Operations
Post Office Box 94720 3rd Floor North Annex
Cleveland, Ohio 44101-4720 4100 West 150th Street
Cleveland, Ohio 44135-1385
For Eligible Institutions Only:
By Facsimile: For Information:
(216) 252-9163 (800) 622-6757
THIS LETTER OF TRANSMITTAL, INCLUDING THE ACCOMPANYING INSTRUCTIONS, SHOULD BE
READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OR VIA A FACSIMILE
TRANSMISSION OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY.
DELIVERY TO THE BOOK-ENTRY TRANSFER FACILITY WILL NOT CONSTITUTE DELIVERY TO THE
DEPOSITARY.
<PAGE> 2
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------
DESCRIPTION OF SHARES TENDERED
-----------------------------------------------------------------------------------------------------------------------
PRINT NAME AND ADDRESS OF REGISTERED HOLDER(S)
CERTIFICATE(S) ENCLOSED
(PLEASE FILL IN EXACTLY AS NAME APPEARS ON NUMBER OF SHARES
CERTIFICATE) EVIDENCED BY NUMBER OF SHARES SHARE CERTIFICATE
(ATTACH SIGNED LIST IF NECESSARY) CERTIFICATE(S)* TENDERED** NUMBER(S)
<S> <C> <C> <C>
------------------------------------------------ ---------------- ---------------- ------------------
------------------------------------------------ ---------------- ---------------- ------------------
------------------------------------------------ ---------------- ---------------- ------------------
------------------------------------------------ ---------------- ---------------- ------------------
TOTAL:
------------------------------------------------ ---------------- ---------------- ------------------
</TABLE>
* Need not be completed by shareholders that tender Shares by book-entry
transfer.
** Unless otherwise instructed, it will be assumed that all Shares
described above are being tendered. See Instruction 4.
--------------------------------------------------------------------------------
This Letter of Transmittal is to be completed only (a) if certificates
representing Shares (as defined below) are to be forwarded herewith or (b) if
tenders of Shares are to be made concurrently by book-entry transfer to the
account maintained by the Depositary at The Depository Trust (the "Book-Entry
Transfer Facility") pursuant to the procedures set forth in Section 3 of the
TEAM America Corporation Offer to Purchase, dated ______________ __, 2000 (the
"Offer to Purchase"). Delivery of documents to one of the Book-Entry Transfer
Facilities does not constitute delivery to the Depositary.
Shareholders whose Share certificates are not immediately available or
who cannot deliver such certificates and all other documents required by this
Letter of Transmittal to the Depositary on or prior to the Expiration Time (as
defined in the Offer to Purchase), or who cannot comply with the procedure for
book-entry transfer on a timely basis, may nevertheless tender their Shares
pursuant to the guaranteed delivery procedure set forth in Section 3 of the
Offer to Purchase. See Instruction 2.
[ ] CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER TO AN ACCOUNT MAINTAINED BY THE DEPOSITARY AT THE BOOK-ENTRY
TRANSFER FACILITY AND COMPLETE THE FOLLOWING:
Name of Tendering Institution:
--------------------------------------------------
Account Number:
-----------------------------------------------------------------
Transaction Code Number:
--------------------------------------------------------
<PAGE> 3
[ ] CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED PURSUANT TO A
NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND
COMPLETE THE FOLLOWING:
Name of Registered Holders(s):
--------------------------------------------------
Window Ticket Number (if any):
--------------------------------------------------
Date of Execution of Notice of Guaranteed Delivery:
-----------------------------
Name of Institution with Guaranteed Delivery:
-----------------------------------
DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY
DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY.
NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
To National City Bank:
The undersigned hereby tenders to TEAM America Corporation, an Ohio
corporation (the "Company"), the above-described common shares, without par
value, of the Company (the "Shares"), at a price of $6.75 per Share, net to the
seller in cash, without interest thereon, upon the terms and subject to the
conditions set forth in the Company's Offer to Purchase dated ______________ __,
2000 (the "Offer to Purchase"), receipt of which is hereby acknowledged, and in
this Letter of Transmittal (which, as amended or supplemented from time to time,
together constitute the "Offer").
Subject to, and effective upon, acceptance for payment of the Shares
tendered hereby in accordance with the terms and subject to the conditions of
the Offer (including, if the Offer is extended or amended, the terms and
conditions of such extension or amendment), the undersigned hereby sells,
assigns and transfers to, or upon the order of, the Company all right, title and
interest in and to all Shares tendered hereby and orders the registration of all
such Shares if tendered by book-entry transfer and hereby irrevocably
constitutes and appoints the Depositary as the true and lawful agent and
attorney-in-fact of the undersigned with respect to such Shares (with full
knowledge that the Depositary also acts as the agent of the Company) with
respect to such Shares, with full power of substitution (such power of attorney
being deemed to be an irrevocable power coupled with an interest), to: (a)
deliver certificate(s) representing such Shares or transfer ownership of such
Shares on the account books maintained by the Book-Entry Transfer Facility,
together, in either such case, with all accompanying evidences of transfer and
authenticity, to or upon the order of the Company upon receipt by the
Depositary, as the undersigned's agent, of the Purchase Price (as defined below)
with respect to such Shares; (b) present certificates for such Shares for
cancellation and transfer on the Company's books; and (c) receive all benefits
and otherwise exercise all rights of beneficial ownership of such Shares,
subject to the next paragraph, all in accordance with the terms and subject to
the conditions of the Offer.
The undersigned hereby covenants, represents and warrants to the
Company that:
- the undersigned has full power and authority to tender, sell,
assign and transfer the Shares tendered hereby and that when
and to the extent the same are accepted for payment by the
Company, the Company will acquire good, marketable and
unencumbered title thereto, free and clear of all security
interests, liens, restrictions, charges, encumbrances,
conditional sales agreements or other obligations relating to
the sale or transfer of such Shares, and not subject to any
adverse claims;
- the undersigned understands that tenders of Shares pursuant to
any one of the procedures described in Section 3 of the Offer
to Purchase and in the Instructions hereto will constitute the
undersigned's acceptance of the terms and conditions of the
Offer, including the undersigned's representation and warranty
that (a) the undersigned has a net long position in the Shares
or
<PAGE> 4
equivalent securities at least equal to the Shares tendered
within the meaning of Rule 14e-4 under the Securities Exchange
Act of 1934, as amended ("Rule 14e-4"), and (b) such tender of
Shares complies with Rule 14e-4;
- the undersigned will, upon request, execute and deliver any
additional documents deemed by the Depositary or the Company
to be necessary or desirable to complete the sale, assignment
and transfer of the Shares tendered hereby; and
- the undersigned has read, understands and agrees to all of the
terms and conditions of the Offer.
The undersigned understands that tenders of Shares pursuant to any one
of the procedures described in Section 3 of the Offer to Purchase and in the
Instructions hereto will constitute a binding agreement between the undersigned
and the Company, upon the terms and subject to the conditions of the Offer. The
undersigned acknowledges that no interest will be paid on the Purchase Price for
tendered Shares regardless of any extension of the Offer or any delay in making
such payment.
All authority herein conferred or agreed to be conferred shall survive
the death or incapacity of the undersigned, and any obligation of the
undersigned hereunder shall be binding upon the heirs, personal representatives,
executors, administrators, successors, assigns, trustees in bankruptcy and legal
representatives of the undersigned. Except as stated in the Offer to Purchase,
this tender is irrevocable.
The name(s) and address(es) of the registered holder(s) should be
printed, if they are not already printed above, exactly as they appear on the
certificates representing Shares tendered hereby. The certificate numbers, the
number of Shares represented by such certificates and the number of Shares that
the undersigned wishes to tender should be set forth in the appropriate boxes
above.
The undersigned understands that:
- the Company has, upon the terms and subject to the conditions
of the Offer, determined a single per Share price of $6.75 per
Share, net to the seller in cash, without interest thereon
(the "Purchase Price");
- the Company will pay for Shares validly tendered and not
withdrawn prior to the Expiration Time pursuant to the Offer,
taking into account the number of Shares so tendered by
tendering shareholders;
- all Shares validly tendered prior to the Expiration Time and
not withdrawn will be purchased at the Purchase Price, upon
the terms and subject to the conditions of the Offer,
including its proration provisions;
- the Company will return all other Shares not purchased
pursuant to the Offer, including Shares not purchased because
of proration; and
- the Company has reserved the right, in its sole discretion, to
purchase more than ____________ Shares pursuant to the Offer.
The undersigned recognizes that, under certain circumstances set forth
in the Offer to Purchase, the Company may terminate or amend the Offer or may
postpone the acceptance for payment of, or the payment for, Shares tendered or
may accept for payment fewer than all of the Shares tendered hereby. In any such
event, the undersigned understands that certificate(s) for any Shares not
tendered or not purchased will be returned to the undersigned at the address
indicated above, unless otherwise indicated under the box entitled "Special
Payment Instructions" or the box entitled "Special Delivery Instructions" below.
<PAGE> 5
The check for the aggregate net Purchase Price for such of the tendered
Shares as are purchased will be issued to the order of the undersigned and
mailed to the address indicated above, unless otherwise indicated under the box
entitled "Special Payment Instructions" or the box entitled "Special Delivery
Instructions" below.
In the event that both the "Special Payment Instructions" and the
"Special Delivery Instructions" are completed, please issue the check for the
Purchase Price and/or return any Shares not so tendered or accepted for payment
in the name of and deliver said check and/or return such Shares to the person or
persons so indicated. Shareholders tendering Shares by book-entry transfer may
request that any Shares not accepted for payment be returned by crediting such
account maintained at the Book-Entry Transfer Facility by making an appropriate
entry under "Special Payment Instructions."
The undersigned acknowledges that the Company has no obligation,
pursuant to the "Special Payment Instructions," to transfer any Shares from the
name of its registered holder(s) thereof, or to order the registration or
transfer of any Shares tendered by book-entry transfer, if the Company does not
purchase any of such Shares.
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
<S> <C>
SPECIAL PAYMENT INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 4, 5 AND 7) (SEE INSTRUCTIONS 1, 4, 5 AND 7)
To be completed ONLY if certificates for Shares To be completed ONLY if certificate(s) for
not tendered or not purchased and/or the check for the Shares not tendered or not purchased and any check for
purchase price of Shares are to be issued in the name of the Purchase Price are to be mailed or sent to someone
someone other than the undersigned, or if Shares other than the undersigned, or to the undersigned at
tendered by book-entry transfer which are not purchased an address other than that designated above.
are to be returned by credit to an account maintained at
the Book-Entry Transfer Facility other than that Issue Check and/or certificates to:
designated on the front cover.
Name:
Issue Check and/or certificates to: ------------------------------------------------
(PLEASE PRINT)
Name: Address:
----------------------------------------------- ---------------------------------------------
(PLEASE PRINT) (INCLUDE ZIP CODE)
Address:
--------------------------------------------
-------------------------------------------- -----------------------------------------------------
(INCLUDE ZIP CODE) (TAX IDENTIFICATION OR SOCIAL SECURITY NO.)
(SEE SUBSTITUTE FORM W-9)
-----------------------------------------------------
(TAX IDENTIFICATION OR SOCIAL SECURITY NO.)
(SEE SUBSTITUTE FORM W-9)
Credit unpurchased Shares tendered by Book-Entry
Transfer to the account set forth below:
- -
-----------------------------------------------------
(ACCOUNT NUMBER)
----------------------------------------------------- -----------------------------------------------------
</TABLE>
<PAGE> 6
-----------------------------------------------------------------
IMPORTANT:
SHAREHOLDERS SIGN HERE
(ALSO COMPLETE SUBSTITUTE FORM W-9 BELOW)
X
----------------------------------------------------------------
X
----------------------------------------------------------------
SIGNATURE(S) OF HOLDER(S)
Dated ___________ __, 2000
(Must be signed by the registered holder(s) exactly as
name(s) appear(s) on share certificate(s) or on a security
listing or by person(s) authorized to become registered
holder(s) by certificate(s) and documents transmitted herewith.
If signature is by trustee, executor, administrator, guardian,
attorney-in-fact, agent, officer of corporation or any other
person acting in a fiduciary or representative capacity, please
provide the following information.
See Instruction 5.)
Name(s):
---------------------------------------------------------
---------------------------------------------------------
(PLEASE PRINT)
Capacity (full title):
-------------------------------------------
Address:
---------------------------------------------------------
(INCLUDE ZIP CODE)
Telephone Number:
------------------------------------------------
TAX IDENTIFICATION OR SOCIAL SECURITY NO.:
-----------------------
GUARANTEE OF SIGNATURE(S)
(SEE INSTRUCTIONS 1 AND 5)
Authorized Signature:
--------------------------------------------
Name:
------------------------------------------------------------
Title:
-----------------------------------------------------------
Address:
---------------------------------------------------------
(INCLUDE ZIP CODE)
Telephone Number:
------------------------------------------------
TAX IDENTIFICATION OR SOCIAL SECURITY NO.
------------------------
Dated:
------------------------------------------
-----------------------------------------------------------------
<PAGE> 7
PAYER'S NAME: NATIONAL CITY BANK, CLEVELAND, OHIO
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
SUBSTITUTE PART 1--PLEASE PROVIDE YOU TIN IN THE TIN________________
BOX AT RIGHT AND CERTIFY BY SIGNING (Social Security Number
FORM W-9 AND DATING BELOW. OR Employer
Identification Number)
-----------------------------------------------------------------------------
PART 2--FOR PAYEES EXEMPT FROM BACKUP WITHHOLDING (SEE INSTRUCTIONS)
DEPARTMENT OF THE -----------------------------------------------------------------------------
TREASURY PART 3--CERTIFICATIONS--UNDER PENALTIES OF PERJURY, I CERTIFY THAT:
INTERNAL REVENUE SERVICE (1) The number shown on this form is my correct Taxpayer Identification
Number (or I am waiting for a number to be issued to me) and
(2) I am not subject to backup withholding either because: (a) I am exempt
from backup withholding either because: (a) I am exempt from backup
withholding, or (b) I have not been notified by the Internal Revenue Service
(the "IRS") that I am subject to backup withholding as a result of failure to
report all interest or dividends, or (c) the IRS has notified me that I am no
longer subject to backup withholding.
-----------------------------------------------------------------------------
PAYOR'S REQUEST FOR TAXPAYER
IDENTIFICATION NUMBER Signature Date
("TIN") AND CERTIFICATION
----------------------------------------------------------------------------------------------------------------------
</TABLE>
You must cross out item (2) above if you have been notified by the
Internal Revenue Service that you are currently subject to backup withholding
because of underreporting interest or dividends on your tax return. However, if
after you have been notified by the Internal Revenue Service that you were
subject to backup withholding you received another notification from the
Internal Revenue Service that you are no longer subject to backup withholding,
do not cross out item (2).
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU WROTE "APPLIED FOR" IN
PART 1 OF SUBSTITUTE FORM 9.
--------------------------------------------------------------------------------
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number has
not been issued to me, and either (1) I have mailed or delivered an application
to receive a taxpayer identification number to the appropriate Internal Revenue
Service Center or Social Security Administration Office or (2) I intend to mail
or deliver an application in the near future. I understand that if I do not
provide a taxpayer identification number to the payor within 60 days, 31% of all
reportable payments made to me will be withheld.
--------------------------------- ----------------------------------
Signature Date
--------------------------------------------------------------------------------
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW
THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
<PAGE> 8
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. Guarantee of Signatures. No signature guarantee is required if
either: (a) this Letter of Transmittal is signed by the registered holder of the
Shares (which term, for purposes hereof, shall include any participant in the
Book-Entry Transfer Facility whose name appears on a security position listing
as the owner of such Shares) tendered hereby exactly as the name of such
registered holder appears on the certificate(s) for such Shares tendered with
this Letter of Transmittal and payment and delivery are to be made directly to
such owner unless such owner has completed the box entitled "Special Payment
Instructions" or the box entitled "Special Delivery Instructions" above; or (b)
such Shares are tendered for the account of a bank, broker, dealer, credit
union, savings association or other entity which is a member in good standing of
the Securities Transfer Agents Medallion Program or a bank, broker, dealer,
credit union, savings association or other entity which is an "eligible
guarantor institution," as such term is defined in Rule 17Ad-15 under the
Securities Exchange Act of 1934, as amended (each of the foregoing constituting
an "Eligible Institution"). In all other cases, an Eligible Institution must
guarantee all signatures on this Letter of Transmittal. See Instruction 5.
2. Delivery of Letter of Transmittal and Certificates; Guaranteed
Delivery Procedures. This Letter of Transmittal is to be completed only if
certificates for Shares are delivered with it to the Depositary (or such
certificates will be delivered pursuant to a Notice of Guaranteed Delivery
previously sent to the Depositary) or if a tender for Shares is being made
concurrently pursuant to the procedure for tender by book-entry transfer set
forth in Section 3 of the Offer to Purchase. Certificates for all physically
tendered Shares or confirmation of a book-entry transfer into the Depositary's
account at the Book-Entry Transfer Facility of Shares tendered electronically,
together in each case with a properly completed and duly executed Letter of
Transmittal (or facsimile hereof), and any other documents required by this
Letter of Transmittal, should be either mailed or delivered to the Depositary at
the appropriate address set forth herein and must be delivered to the Depositary
on or before the Expiration Time.
DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY IN ACCORDANCE
WITH THE BOOK-ENTRY TRANSFER FACILITY'S PROCEDURES DOES NOT CONSTITUTE DELIVERY
TO THE DEPOSITARY.
Shareholders whose certificates are not immediately available or who
cannot deliver certificates for their Shares and all other required documents to
the Depositary before the Expiration Time, or whose Shares cannot be delivered
on a timely basis pursuant to the procedures for book-entry transfer, must, in
any such case, tender their Shares by or through any Eligible Institution by
properly completing and duly executing and delivering a Notice of Guaranteed
Delivery (or facsimile thereof) and by otherwise complying with the guaranteed
delivery procedure set forth in Section 3 of the Offer to Purchase. Pursuant to
such procedure, certificates for all physically tendered Shares or book-entry
confirmations, as the case may be, as well as a properly completed and duly
executed Letter of Transmittal (or facsimile hereof) and all other documents
required by this Letter of Transmittal, must be received by the Depositary
within three business days after receipt by the Depositary of such Notice of
Guaranteed Delivery, all as provided in Section 3 of the Offer to Purchase.
The Notice of Guaranteed Delivery may be delivered by hand or
transmitted by telegram, facsimile transmission or mail to the Depositary and
must include a signature guarantee by an Eligible Institution in the form set
forth therein. For Shares to be tendered validly pursuant to the guaranteed
delivery procedure, the Depositary must receive the Notice of Guaranteed
Delivery on or before the Expiration Time.
THE METHOD OF DELIVERY OF ALL DOCUMENTS, INCLUDING CERTIFICATES FOR
SHARES, IS AT THE OPTION AND RISK OF THE TENDERING SHAREHOLDER. IF DELIVERY IS
BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS
RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE DELIVERY.
The Company will not accept any alternative, conditional or contingent
tenders, nor will it purchase any fractional Shares, except as expressly
provided in the Offer to Purchase. All tendering shareholders, by execution of
this Letter of Transmittal (or a facsimile hereof), waive any right to receive
any notice of the acceptance of their tender.
<PAGE> 9
3. Inadequate Space. If the space provided in the box entitled
"Description of Shares Tendered" above is inadequate, the certificate numbers
and/or the number of Shares should be listed on a separate signed schedule and
attached to this Letter of Transmittal.
4. Partial Tenders and Unpurchased Shares. (Not applicable to
shareholders who tender by book-entry transfer.) If fewer than all of the Shares
evidenced by any certificate are to be tendered, fill in the number of Shares
that are to be tendered in the column entitled "Number of Shares Tendered" in
the box entitled "Description of Shares Tendered" above. In such case, if any
tendered Shares are purchased, a new certificate for the remainder of the Shares
(including any Shares not purchased) evidenced by the old certificate(s) will be
issued and sent to the registered holder(s) thereof, unless otherwise specified
in either the box entitled "Special Payment Instructions" or the box entitled
"Special Delivery Instructions" in this Letter of Transmittal, as soon as
practicable after the Expiration Time. Unless otherwise indicated, all Shares
represented by the certificate(s) set forth above and delivered to the
Depositary will be deemed to have been tendered.
5. Signatures on Letter Of Transmittal; Stock Powers and
Endorsements.
(a) If this Letter of Transmittal is signed by the registered
holder(s) of the Shares tendered hereby, the signature(s) must
correspond exactly with the name(s) as written on the face of the
certificate(s) without any change whatsoever.
(b) If the Shares tendered hereby are registered in the names of two
or more joint holders, each such holder must sign this Letter of
Transmittal.
(c) If any tendered Shares are registered in different names on
several certificates, it will be necessary to complete, sign and submit
as many separate Letters of Transmittal (or facsimiles hereof) as there
are different registrations of certificates.
(d) When this Letter of Transmittal is signed by the registered
holder(s) of the Shares tendered hereby, no endorsement(s) of
certificate(s) representing such Shares or separate stock power(s) are
required unless payment is to be made or the certificate(s) for Shares
not tendered or not purchased are to be issued to a person other than
the registered holder(s) thereof. Signature(s) on such certificate(s)
must be guaranteed by an Eligible Institution. If this Letter of
Transmittal is signed by a person other than the registered holder(s)
of the certificate(s) listed, or if payment is to be made or
certificate(s) for Shares not tendered or not purchased are to be
issued to a person other than the registered holder(s) thereof, such
certificate(s) must be endorsed or accompanied by appropriate stock
power(s), in either case signed exactly as the name(s) of the
registered holder(s) appears on the certificate(s), and the
signature(s) on such certificate(s) or stock power(s) must be
guaranteed by an Eligible Institution. See Instruction 1.
(e) If this Letter of Transmittal or any certificate(s) or stock
power(s) are signed by a trustee, executor, administrator, guardian,
attorney-in-fact, officer of a corporation or any other person acting
in a fiduciary or representative capacity, such person should so
indicate when signing this Letter of Transmittal and must submit proper
evidence satisfactory to the Company of their authority to so act.
6. Stock Transfer Taxes. Except as provided in this Instruction 6, no
stock transfer tax stamps or funds to cover such stamps need accompany this
Letter of Transmittal. The Company will pay any stock transfer taxes payable on
the transfer to it of Shares purchased pursuant to the Offer. If, however,
either (a) payment of the Purchase Price for Shares tendered hereby and accepted
for purchase is to be made to any person other than the registered holder(s), or
(b) Shares not tendered or not accepted for purchase are to be registered in the
name(s) of any person(s) other than the registered holder(s) or (c)
certificate(s) representing tendered Shares are registered in the name(s) of any
person(s) other than the person(s) signing this Letter of Transmittal, then the
Depositary will deduct from such Purchase Price the amount of any stock transfer
taxes (whether imposed on the registered holder(s), such other person(s) or
otherwise) payable on account of the transfer to such person, unless
satisfactory evidence of the payment of such taxes or any exemption therefrom is
submitted.
EXCEPT AS PROVIDED IN THIS INSTRUCTION 6, IT WILL NOT BE NECESSARY FOR
TRANSFER TAX STAMPS TO BE AFFIXED TO THE SHARE CERTIFICATES LISTED IN THIS
LETTER OF TRANSMITTAL.
<PAGE> 10
7. Special Payment and Delivery Instructions. If certificate(s) for
Shares not tendered or not purchased and/or check(s) are to be issued in the
name of a person other than the signer of this Letter of Transmittal or if such
certificates and/or checks are to be sent to someone other than the person
signing this Letter of Transmittal or to the signer at a different address, the
box entitled "Special Payment Instructions" and/or the box entitled "Special
Delivery Instructions" on this Letter of Transmittal should be completed as
applicable and signatures must be guaranteed as described in Instruction 1.
8. Irregularities. All questions as to the number of Shares to be
accepted and the validity, form, eligibility (including time of receipt) and
acceptance for payment of any tender of Shares will be resolved by the Company
(or by its representatives, including the Depositary) in its sole discretion,
which determination shall be final and binding on all parties. The Company
reserves the absolute right to reject any or all tenders of Shares it determines
not to be in proper form or the acceptance of which or payment for which may, in
the opinion of the Company's counsel, be unlawful. The Company also reserves the
absolute right to waive any of the conditions of the Offer or any defect or
irregularity in any tender with respect to any particular Shares or any
particular shareholder, and the Company's interpretation of the terms of the
Offer (including these Instructions) will be final and binding on all parties.
No tender of Shares will be deemed to be validly made until all defects and
irregularities have been cured by the tendering shareholder or waived by the
Company. Unless waived, any defects or irregularities in connection with tenders
must be cured within such time as the Company shall determine. Neither of the
Company, the Depositary nor any other person is or will be obligated to give
notice of any defects or irregularities in tenders and none of them will incur
any liability for failure to give any such notice.
9. Questions and Requests for Assistance and Additional Copies.
Questions and requests for assistance may be directed to, or additional copies
of the Offer to Purchase, this Letter of Transmittal, the Notice of Guaranteed
Delivery and other related materials may be obtained from the Kevin T. Costello,
President and Chief Executive Officer of the Company at his address and
telephone number set forth on the back cover of the Offer to Purchase or from
brokers, dealers, commercial banks or trust companies.
10. Tax Identification Number and Backup Withholding. Federal income
tax law generally requires that a shareholder whose tendered Shares are accepted
for purchase, or such shareholder's assignee (in either case, the "Payee"),
provide the Depositary with such Payee's correct Taxpayer Identification Number
("TIN"), which, in the case of a Payee who is an individual, is such Payee's
social security number. If the Depositary is not provided with the correct TIN
or an adequate basis for an exemption, such Payee may be subject to a $50
penalty imposed by the Internal Revenue Service and backup withholding in an
amount equal to 31% of the gross proceeds received pursuant to the Offer. If
withholding results in an overpayment of taxes, a refund may be obtained.
To prevent backup withholding, each Payee must provide such Payee's
correct TIN by completing the Substitute Form W-9 set forth herein, certifying
that the TIN provided is correct (or that such Payee is awaiting a TIN) and that
(a) the Payee is exempt from backup withholding, (b) the Payee has not been
notified by the Internal Revenue Service that such Payee is subject to backup
withholding as a result of a failure to report all interest or dividends, or (c)
the Internal Revenue Service has notified the Payee that such Payee is no longer
subject to backup withholding.
If the Payee does not have a TIN, such Payee should (a) consult the
enclosed Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9 for Instructions on applying for a TIN, (b) write "Applied
For" in the space provided in Part 1 of the Substitute Form W-9, and (c) sign
and date the Substitute Form W-9 and the Certificate of Awaiting Taxpayer
Identification Number set forth herein. If the Payee does not provide such
Payee's TIN to the Depositary within sixty (60) days, backup withholding will
begin and continue until such Payee furnishes such Payee's TIN to the
Depositary. Note that writing "Applied For" on the Substitute Form W-9 means
that the Payee has already applied for a TIN or that such Payee intends to apply
for one in the near future.
If Shares are held in more than one name or are not in the name of the
actual owner, consult the enclosed Guidelines for certification of Taxpayer
Identification Number on Substitute Form W-9 for information on which TIN to
report.
<PAGE> 11
Exempt Payees (including, among others, all corporations and certain
foreign individuals) are not subject to backup withholding and reporting
requirements. To prevent possible erroneous backup withholding, an exempt Payee
should write "Exempt" in Part 2 of Substitute Form W-9. See the enclosed
Guidelines for Certification of Taxpayer Identification Number on Substitute
Form W-9 for additional Instructions. In order for a nonresident alien or
foreign entity to qualify as exempt, such person must submit a completed Form
W-8 Certificate of Foreign Status, signed under penalty of perjury attesting to
such exempt status. Such form may be obtained from the Depositary.
11. Withholding On Non-United States Holders. Even if a Non-United
States Holder (as defined below) has provided the required certification to
avoid backup withholding, the Depositary will withhold United States federal
income taxes equal to 31% of the gross payments payable to a Non-United States
Holder or such holder's agent unless the Depositary determines that a reduced
rate of withholding is available pursuant to a tax treaty or that an exemption
from withholding is applicable because such gross proceeds are effectively
connected with the conduct of a trade or business within the United States. For
this purpose, a "Non-United States Holder" is any shareholder that for United
States federal income tax purposes is not (a) a citizen or resident of the
United States, (b) a corporation or partnership created or organized in or under
the laws of the United States or any State or division thereof (including the
District of Columbia), (c) an estate the income of which is subject to United
States federal income taxation regardless of the source of such income, or (d) a
trust (i) the administration over which a United States court can exercise
primary supervision and (ii) all of the substantial decisions of which one or
more United States persons have the authority to control. Notwithstanding the
foregoing, to the extent provided in United States Treasury Regulations, certain
trusts in existence on August 20, 1996, and treated as United States persons
prior to such date, that elect to continue to be treated as United States
persons also will not be Non-United States Holders. In order to obtain a reduced
rate of withholding pursuant to a tax treaty, a Non-United States Holder must
deliver to the Depositary before the payment a properly completed and executed
IRS Form 1001. In order to obtain an exemption from withholding on the grounds
that the gross proceeds paid pursuant to the Offer are effectively connected
with the conduct of a trade or business within the United States, a Non-United
States Holder must deliver to the Depositary a properly completed and executed
IRS Form 4224. The Depositary will determine a shareholder's status as a
Non-United States Holder and eligibility for a reduced rate of, or an exemption
from, withholding by reference to outstanding certificates or statements
concerning eligibility for a reduced rate of, or exemption from, withholding
(e.g., IRS Form 1001 or IRS Form 4224) unless facts and circumstances indicate
that such reliance is not warranted. A Non-United States Holder may be eligible
to obtain a refund of all or a portion of any tax withheld if such Non-United
States Holder meets those tests described in Section 13 of the Offer to Purchase
that would characterize the exchange as a sale (as opposed to a dividend) or is
otherwise able to establish that no tax or a reduced amount of tax is due.
NON-UNITED STATES HOLDERS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS
REGARDING THE APPLICATION OF UNITED STATES FEDERAL INCOME TAX WITHHOLDING,
INCLUDING ELIGIBILITY FOR A WITHHOLDING TAX REDUCTION OR EXEMPTION, AND THE
REFUND PROCEDURE.
12. Lost, Stolen, Destroyed or Mutilated Certificates. If any
certificate(s) representing Shares has been lost, stolen, destroyed or
mutilated, the shareholder should promptly notify the Depositary by calling
(800) 622-6757. Such shareholder will then be instructed by the Depositary as to
the steps that must be taken in order to replace the certificate. This Letter of
Transmittal and related documents cannot be processed until the procedures for
replacing lost, stolen, destroyed or mutilated certificates have been followed.
THIS LETTER OF TRANSMITTAL, PROPERLY COMPLETED AND DULY EXECUTED (OR
FACSIMILE HEREOF), TOGETHER WITH CERTIFICATES REPRESENTING SHARES BEING TENDERED
OR CONFIRMATION OF BOOK-ENTRY TRANSFER AND ALL OTHER REQUIRED DOCUMENTS, OR A
NOTICE OF GUARANTEED DELIVERY, MUST BE RECEIVED PRIOR TO 12:00 P.M. EASTERN
STANDARD TIME, ON THE EXPIRATION DATE.
For more information regarding the Offer to Purchase or this Letter of
Transmittal, please contact:
Kevin T. Costello, President and Chief Executive Officer
TEAM America Corporation
110 East Wilson Bridge Road
Worthington, Ohio 43084
(614) 848-3995
