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EXHIBIT (A)(1)(D)
BANC OF AMERICA SECURITIES LLC
9 W. 57TH STREET
NEW YORK, NY 10019
(212) 583-8537
1-888-583-8900 EXT. 8537
OFFER TO PURCHASE FOR CASH
BY
KFORCE.COM, INC.
UP TO 10,000,000 SHARES OF ITS COMMON STOCK
(INCLUDING THE ASSOCIATED COMMON STOCK PURCHASE RIGHTS)
AT A PURCHASE PRICE NOT GREATER THAN $5.50 NOR LESS THAN $4.75 PER SHARE
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THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, EASTERN STANDARD
TIME, ON TUESDAY, DECEMBER 5, 2000, UNLESS THE OFFER IS EXTENDED. KFORCE MAY
EXTEND THE OFFER PERIOD AT ANY TIME.
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November 6, 2000
To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:
kforce.com, Inc., a Florida corporation, has appointed us to act as the
dealer manager in connection with its Offer to Purchase for cash 10,000,000
shares of its common stock, par value $0.01 per share, at a price, net to the
seller in cash, without interest, not greater than $5.50 nor less than $4.75 per
share, as specified by shareholders tendering their shares.
Given the prices specified by tendering shareholders and the number of
shares tendered and not properly withdrawn, kforce will select the lowest
purchase price between $4.75 and $5.50 net per share in cash, without interest,
that will allow it to purchase 10,000,000 shares, or, if a lesser number of
shares are properly tendered, all shares that are properly tendered. All shares
acquired in the offer will be purchased at the same price.
kforce's offer is being made upon the terms and subject to the conditions
set forth in its Offer to Purchase, dated November 6, 2000, and in the related
Letter of Transmittal which, as they may be amended and supplemented from time
to time, together constitute the offer. All shares tendered and purchased will
include the associated common stock purchase rights issued under the Rights
Agreement, dated as of October 28, 1998, as amended, between kforce and State
Street Bank and Trust Company, as Rights Agent, and, unless the context requires
otherwise, all references to shares shall include the associated common stock
purchase rights.
Only shares properly tendered at prices equal to or below the purchase
price and not properly withdrawn will be purchased. However, because of the
proration provisions described in the Offer to Purchase, all of the shares
tendered at or below the purchase price may not be purchased if more than the
number of shares kforce seeks are properly tendered. All shares tendered and not
purchased, including shares tendered at prices in excess of the purchase price
and shares not purchased because of proration provisions or conditional tenders,
will be returned as soon as practicable following the expiration date.
kforce reserves the right, in its sole discretion, to purchase more than
10,000,000 shares pursuant to the offer, subject to applicable law.
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The offer is not conditioned on any minimum number of shares being
tendered. The offer is, however, subject to other conditions described in the
Offer to Purchase.
Upon the terms and conditions of our offer, if more than 10,000,000 shares
are properly tendered at prices equal to or below the purchase price and not
properly withdrawn, we will purchase tendered shares in the following order:
- First, we will purchase all shares properly tendered and not properly
withdrawn by any person (an "odd lot holder") who owned beneficially or
of record an aggregate of fewer than 100 shares (not including any shares
held in kforce's 401(k) Retirement Savings Plan) who:
tenders all shares owned (beneficially or of record) by the odd lot
holder at a price equal to or below the purchase price (tenders of less
than all the shares owned will not qualify for this preference), and
completes the section entitled "Odd Lots" in the Letter of Transmittal
and, if applicable, in the Notice of Guaranteed Delivery, and
- Second, after the purchase of all the shares properly tendered by odd lot
holders and subject to the conditional tender procedures described in
section 6 of the Offer to Purchase, we will purchase all other shares
properly tendered at prices equal to or below the purchase price, on a
pro rata basis with appropriate adjustments to avoid purchases of
fractional shares.
For your information and for forwarding to your clients for whom you hold
shares registered in your name or in the name of your nominee, we are enclosing
the following documents:
- Offer to Purchase, dated November 6, 2000,
- Letter to clients that you may send to your clients for whose accounts
you hold shares registered in your name or in the name of your nominee,
with space provided for obtaining such clients' instructions with regard
to the offer,
- Letter dated November 6, 2000, from the Chairman of the Board and Chief
Executive Officer of kforce, to shareholders of kforce,
- Letter of Transmittal for your use and for the information of your
clients (together with accompanying instructions and Substitute Form
W-9),
- Notice of Guaranteed Delivery to be used to accept the offer and tender
shares pursuant to the offer if the share certificates and all other
required documents cannot be delivered to the Depositary before the
expiration date or if the procedure for book-entry transfer cannot be
completed before the expiration date,
- Guidelines of the Internal Revenue Service for Certification of Taxpayer
Identification Number on Substitute Form W-9, and
- A return envelope addressed to EquiServe, L.P., as Depository for the
offer.
WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. THE OFFER AND
WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, EASTERN STANDARD TIME, ON
TUESDAY, DECEMBER 5, 2000, UNLESS THE OFFER IS EXTENDED.
No fees or commissions will be payable to brokers, dealers, commercial
banks, trust companies or any person for soliciting tenders of shares under the
offer other than fees paid to the Dealer Manager and the Information Agent, as
described in the Offer to Purchase. kforce will, however, upon request,
reimburse you for customary mailing and handling expenses incurred by you in
forwarding any of the enclosed materials to the beneficial owners of shares held
by you as a nominee or in a fiduciary capacity. kforce will pay or cause to be
paid any stock transfer taxes applicable to its purchase of shares, except as
otherwise provided in the Offer to Purchase and Letter of Transmittal.
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In order to properly tender shares under the offer, a shareholder must do
either (1) or (2) below:
1. Provide that the Depositary receives the following before the offer
expires:
- either (a) certificates for the shares or (b) a confirmation of
receipt for the shares pursuant to the procedure for book-entry
transfer described in section 3 of the Offer to Purchase, and
- one of (a) a properly completed and executed Letter of Transmittal or
a manually executed facsimile of it, including any required signature
guarantees, (b) an "agent's message" of the type described in section
3 of the Offer to Purchase in the case of a book-entry transfer or (c)
a specific acknowledgement in the case of a tender through the
"automated tender offer program" described in section 3 of the Offer
to Purchase, and
- any other documents required by the Letter of Transmittal.
2. Comply with the guaranteed delivery procedure set forth in section 3 of
the Offer to Purchase.
Any inquiries you may have with respect to the offer should be addressed to
the Dealer Manager, Banc of America Securities LLC or to the Information Agent,
D.F. King & Co., Inc., at their respective addresses and telephone numbers set
forth on the back cover page of the Offer to Purchase.
Additional copies of the enclosed material may be obtained from D.F. King &
Co., Inc., by calling them at: (800) 848-3416.
Very truly yours,
BANC OF AMERICA SECURITIES LLC
ENCLOSURES
NOTHING CONTAINED IN THIS DOCUMENT OR IN THE ENCLOSED DOCUMENTS WILL MAKE
YOU OR ANY OTHER PERSON AN AGENT OF KFORCE, THE DEALER MANAGER, THE INFORMATION
AGENT OR THE DEPOSITARY OR ANY AFFILIATE OF THE FOREGOING, OR AUTHORIZE YOU OR
ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF ANY OF
THEM IN CONNECTION WITH THE OFFER OTHER THAN THE DOCUMENTS ENCLOSED AND THE
STATEMENTS CONTAINED IN THOSE DOCUMENTS.
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