<PAGE> 1
EXHIBIT (a)(1)(B)
kforce.com, INC.
LETTER OF TRANSMITTAL
TO TENDER SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED COMMON STOCK PURCHASE RIGHTS)
OF
kforce.com, INC.
PURSUANT TO THE OFFER TO PURCHASE
DATED NOVEMBER 6, 2000
THIS OFFER AND YOUR RIGHT TO WITHDRAW YOUR SHARES WILL EXPIRE AT 12:00 MIDNIGHT,
EASTERN STANDARD TIME, ON TUESDAY, DECEMBER 5, 2000, UNLESS THE OFFER IS
EXTENDED. WE MAY EXTEND THE OFFER PERIOD AT ANY TIME.
The Depositary for the offer is:
EQUISERVE, L.P.
<TABLE>
<CAPTION>
By Overnight Courier
By Mail: By Hand Delivery: or Express Mail:
<S> <C> <C>
EquiServe, L.P. Securities Transfer & EquiServe, L.P.
Attn: Corporate Actions Reporting Services, Inc. Attn: Corporate Actions
P.O. Box 9573 c/o EquiServe, L.P. 40 Campanelli Drive
Boston, Massachusetts 100 Williams Street, Galleria Braintree, Masachusetts 02184
02205-9573 New York, New York 10038
</TABLE>
The Information Agent for the offer is
D.F. KING & CO., INC.
All questions regarding the offer should be directed to D.F. King & Co., Inc. at
(800) 848-3416.
------------------------
THIS LETTER OF TRANSMITTAL, INCLUDING THE ACCOMPANYING INSTRUCTIONS, SHOULD
BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
FOR THIS LETTER TO BE VALIDLY DELIVERED, IT MUST BE RECEIVED BY THE DEPOSITARY
AT ONE OF THE ABOVE ADDRESSES BEFORE THE OFFER EXPIRES (IN ADDITION TO THE OTHER
REQUIREMENTS DETAILED IN THIS LETTER AND ITS INSTRUCTIONS). DELIVERY OF THIS
LETTER OF TRANSMITTAL TO ANOTHER ADDRESS WILL NOT CONSTITUTE A VALID DELIVERY.
DELIVERIES TO KFORCE, THE DEALER MANAGER, THE INFORMATION AGENT OR THE
BOOK-ENTRY TRANSFER FACILITY WILL NOT BE FORWARDED TO THE DEPOSITARY AND WILL
NOT CONSTITUTE A VALID DELIVERY.
<PAGE> 2
--------------------------------------------------------------------------------
DESCRIPTION OF SHARES TENDERED
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------
NAME(S) AND ADDRESS(ES) OF REGISTERED OWNER(S) (PLEASE FILL IN, IF SHARES TENDERED
BLANK, EXACTLY AS NAME(S) APPEAR(S) ON SHARE CERTIFICATE(S)) (ATTACH SIGNED LIST IF NECESSARY)
------------------------------------------------------------------------------------------------------------------------------
TOTAL NUMBER
OF SHARES
SHARE CERTIFICATE EVIDENCED BY NUMBER OF SHARES
NUMBER(S)(1) CERTIFICATE(S)(1) TENDERED(1)(2)
<S> <C> <C> <C>
------------------------------------------------------
------------------------------------------------------
------------------------------------------------------
------------------------------------------------------
(Attach additional signed list if necessary. See Instruction 3)
TOTAL SHARES
------------------------------------------------------------------------------------------------------------------------------
Indicate in this box the order (by certificate number) in which shares are to be purchased in event of proration (attach
additional signed list if necessary):(1)(3)
1st: 2nd: 3rd: 4th:
------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Need not be completed if shares are delivered by book-entry transfer.
(2) If you desire to tender fewer than all shares evidenced by any certificates
listed above, please indicate in this column the number of shares you wish
to tender. Otherwise, all shares evidenced by such certificates will be
deemed to have been tendered. See Instruction 4.
(3) If you do not designate an order, in the event less than all shares tendered
are purchased due to proration, shares will be selected for purchase by the
Depositary. See Instruction 9.
2
<PAGE> 3
WHEN THIS LETTER OF TRANSMITTAL SHOULD BE USED:
You should complete this Letter of Transmittal only if:
- you are including with this letter certificates representing the shares
that you are tendering (or the certificates will be delivered pursuant to
a Notice of Guaranteed Delivery you have previously sent to the
Depositary), or
- you are concurrently tendering shares by book-entry transfer to the
account maintained by the Depositary at The Depositary Trust Company (the
"book-entry transfer facility") pursuant to section 3 of the Offer to
Purchase and you are not (1) using an agent's message (as defined in
Instruction 2) or (2) providing the acknowledgement required by the
automated tender offer program.
If you wish to tender your shares into the offer but (1) your certificates
are not immediately available, (2) you cannot deliver the certificates and all
other documents required by this Letter of Transmittal to the Depositary before
the offer expires, or (3) you cannot comply with the procedure for book-entry
transfer on a timely basis, you can still tender your shares if you comply with
the guaranteed delivery procedure set forth in section 3 of the Offer to
Purchase. See Instruction 2.
This Letter of Transmittal may not be used for shares held in the kforce
401(k) Retirement Savings Plan. If you are a participant in the kforce 401(k)
Retirement Savings Plan and want to tender some or all of the shares allocated
to your plan account, you must follow the instructions in the "Letter to
Participants in the kforce 401(k) Retirement Savings Plan" and related materials
sent separately. However, if you also own shares apart from the plan and you
want to tender some or all of them, you must also submit this Letter of
Transmittal to tender the non-plan shares. See Instruction 16.
3
<PAGE> 4
ADDITIONAL INFORMATION IF SHARES HAVE BEEN LOST,
ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER OR ARE
BEING DELIVERED PURSUANT TO A PREVIOUS NOTICE OF GUARANTEED DELIVERY
[ ] Check here if any certificate evidencing the shares you are tendering with
this Letter of Transmittal has been lost, stolen, destroyed or mutilated.
If so, you must complete an Affidavit of Loss and return it with your
Letter of Transmittal. A bond may be required to be posted by you to secure
against the risk that the certificates may be recirculated. Please call
EquiServe, L.P., as the transfer agent for the shares, at 1-800-426-5523 to
get an Affidavit of Loss, for further instructions and for a determination
as to whether you will need to post a bond. See Instruction 14.
[ ] Check here if tendered shares are being delivered by book-entry transfer
made to an account maintained by the Depositary with the book-entry
transfer facility and complete the following (only financial institutions
that are participants in the system of any book-entry transfer facility may
deliver shares by book-entry transfer):
Name of Tendering Institution:
----------------------------------------------
Account Number:
-------------------------------------------------------------
Transaction Code Number:
----------------------------------------------------
[ ] 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(s) of Registered Owner(s):
---------------------------------------------
Date of Execution of Notice of Guaranteed Delivery:
------------------------
Name of Institution which Guaranteed Delivery:
-----------------------------
Account Number:
------------------------------------------------------------
4
<PAGE> 5
PRICE AT WHICH YOU ARE TENDERING
(SEE INSTRUCTION 5)
You must check one box and only one box if you want to tender your shares. If
more than one box is checked or if no box is checked, your shares will not be
properly tendered.
SHARES TENDERED AT A PRICE DETERMINED BY YOU:
By checking one of the following boxes below instead of the box under "Shares
tendered at a price determined pursuant to the offer," you are tendering shares
at the price checked. This action could result in none of your shares being
purchased if the purchase price selected by kforce for the shares is less than
the price checked below. If you want to tender portions of your shares at more
than one price, you must complete a separate Letter of Transmittal for each
price at which you tender shares. The same shares cannot be tendered at more
than one price.
PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING TENDERED
<TABLE>
<S> <C>
[ ] $4.75 [ ] $5.125
[ ] $4.875 [ ] $5.25
[ ] $5.00 [ ] $5.375
[ ] $5.50
</TABLE>
OR
SHARES TENDERED AT A PRICE DETERMINED PURSUANT TO THE OFFER:
[ ]By checking this one box instead of one of the price boxes above, you are
tendering shares and are willing to accept the purchase price selected by
kforce in accordance with the terms of the offer. This action will maximize
the chance of having kforce purchase your shares (subject to the possibility
of proration). Note this action could result in your receiving a price per
share as low as $4.75.
ODD LOTS
(SEE INSTRUCTION 8)
Complete this section only if you own, or are tendering on behalf of a person
who owns, beneficially or of record, an aggregate of fewer than 100 shares (not
including any shares held in the kforce 401(k) Retirement Savings Plan) and are
tendering all shares.
You either (check one box):
[ ] are the beneficial or record owner of an aggregate of fewer than 100 shares,
all of which are being tendered; or
[ ] are a broker, dealer, commercial bank, trust company, or other nominee that
(a) is tendering for the beneficial owner(s), shares with respect to which
it is the record holder, and (b) believes, based upon representations made
to it by the beneficial owner(s), that each such person is the beneficial
owner of an aggregate of fewer than 100 shares and is tendering all of the
shares.
5
<PAGE> 6
CONDITIONAL TENDER
(SEE INSTRUCTION 15)
You may condition your tender of shares on kforce purchasing a specified minimum
number of your tendered shares, all as described in section 6 of the Offer to
Purchase. Unless the minimum number of shares you indicate below is purchased by
kforce in the offer, none of the shares you tendered will be purchased. It is
your responsibility to calculate that minimum number of shares that must be
purchased if any are purchased, and you are urged to consult your own tax
advisor before completing this section. Unless this box has been checked and a
minimum number of shares specified, your tender will be deemed unconditional.
[ ] The minimum number of shares that must be purchased, if any are purchased,
is: shares.
--------
If because of proration, the minimum number of shares that you designated above
will not be purchased, kforce may accept conditional tenders by random lot, if
necessary. However, to be eligible for purchase by random lot, you must have
tendered all your shares and checked this box:
[ ] The tendered shares represent all shares held by me.
SPECIAL PAYMENT INSTRUCTIONS
(SEE INSTRUCTIONS 1, 6, 7 AND 10)
Complete this box only if you want certificate(s) for shares not tendered or not
purchased and/or any check for the purchase price to be issued in the name of
someone other than you, or if you want shares that you delivered by book-entry
transfer to be returned by credit to an account at the book-entry transfer
facility other than the one designated earlier.
Issue: [ ] Check and/or
[ ] Certificate(s)
to:
Name:
------------------------------------
(PLEASE PRINT)
Address:
---------------------------------
---------------------------------
(TAX IDENTIFICATION OR SOCIAL SECURITY NUMBER)
(SEE SUBSTITUTE FORM W-9)
[ ] Credit shares delivered by book-entry transfer and not purchased to the
account set forth below:
Account Number:
--------------------------
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 6, 7 AND 10)
Complete this box only if you want certificate(s) for shares not tendered or not
purchased and/or any check for the purchase price to be mailed or sent to
someone other than you or to you at an address other than that designated
earlier.
Mail: [ ] Check and/or
[ ] Certificate(s)
to:
Name:
------------------------------------
(PLEASE PRINT)
Address:
---------------------------------
---------------------------------
(INCLUDE ZIP CODE)
Is this a permanent address change?
[ ] Yes
[ ] No
kforce has no obligation, pursuant to the "Special Payment Instructions,"
to transfer any certificate for shares from the name of its registered
holder(s), or to order the registration or transfer of any shares tendered by
book-entry transfer, if kforce does not purchase any of the shares represented
by such certificate or tendered by such book-entry transfer.
6
<PAGE> 7
NOTE: SIGNATURES MUST BE PROVIDED ON PAGE 9 IF YOU WANT TO TENDER YOUR SHARES.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
To EquiServe, L.P.:
The undersigned hereby tenders to kforce.com, Inc., a Florida corporation,
the above-described shares of kforce's common stock, $0.01 par value per share,
at the price per share indicated in this Letter of Transmittal, net to the
seller in cash, without interest, upon the terms and subject to the conditions
set forth in the Offer to Purchase, dated November 6, 2000, 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. All shares
tendered and purchased will include the associated common stock purchase rights
issued pursuant to 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 otherwise requires, all references to shares
include the associated common stock purchase rights.
Subject to, and effective upon, acceptance for payment of the shares
tendered 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 the extension or amendment, the undersigned agrees to sell, assign and
transfer to, or upon the order of, kforce all right, title and interest in and
to all shares tendered and orders the registration of all shares if tendered by
book-entry transfer and irrevocably constitutes and appoints the Depositary as
the true and lawful agent and attorney-in-fact of the undersigned with respect
to the shares with full knowledge that the Depositary also acts as the agent of
kforce, with full power of substitution (the power of attorney being deemed to
be an irrevocable power coupled with an interest), to:
1. deliver certificate(s) representing the shares or transfer
ownership of the shares on the account books maintained by the book-entry
transfer facility, together, in either case, with all accompanying
evidences of transfer and authenticity, to or upon the order of kforce upon
receipt by the Depositary, as the undersigned's agent, of the purchase
price with respect to the shares;
2. present certificates for the shares for cancellation and transfer
on kforce's books;
3. receive all benefits and otherwise exercise all rights of
beneficial ownership of the shares, subject to the next paragraph, all in
accordance with the terms and subject to the conditions of the offer.
The undersigned covenants, represents and warrants to kforce that:
1. the undersigned has full power and authority to tender, sell,
assign and transfer the shares tendered hereby and when and to the extent
accepted for payment, kforce will acquire good, marketable and unencumbered
title to the tendered shares, free and clear of all security interests,
liens, restrictions, charges, encumbrances, conditional sales agreements or
other obligations relating to the sale or transfer of the shares, and not
subject to any adverse claims;
2. 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 to this Letter of Transmittal 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," within the meaning of Rule 14e-4
promulgated under the Securities Exchange Act of 1934, as amended, in the
shares or equivalent securities at least equal to the shares being
tendered, and (b) the tender of shares complies with Rule 14e-4;
3. the undersigned will, upon request, execute and deliver any
additional documents deemed by the Depositary or kforce to be necessary or
desirable to complete the sale, assignment and transfer of the shares
tendered; and
4. the undersigned has read, understands and agrees to all of the
terms of the offer.
The undersigned understands that kforce's acceptance of shares tendered
pursuant to any one of the procedures described in section 3 of the Offer to
Purchase and in the instructions to this Letter of Transmittal
7
<PAGE> 8
will constitute a binding agreement between the undersigned and kforce upon the
terms and subject to the conditions of the offer. The undersigned acknowledges
that under no circumstances will kforce pay interest on the purchase price,
including without limitation, by reason of any delay in making payment.
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 evidencing shares tendered. The certificate numbers, the number of
shares evidenced by the certificates, the number of shares that the undersigned
wishes to tender, and the price at which the shares are being tendered should be
set forth in the appropriate boxes above.
The undersigned understands that kforce will determine a single per share
price, not greater than $5.50 nor less than $4.75, that it will pay for shares
properly tendered, taking into account the number of shares tendered and the
prices specified by tendering shareholders. kforce will select the lowest
purchase price that will allow it to buy 10,000,000 shares or, if a lesser
number of shares are properly tendered, all shares that are properly tendered
and not properly withdrawn. All shares acquired in the offer will be acquired at
the same purchase price. All shares properly tendered at prices equal to or
below the purchase price and not properly withdrawn will be purchased, subject
to the conditions of the offer and the "odd lot" priority, proration and
conditional tender provisions described in the Offer to Purchase. Shares
tendered at prices in excess of the purchase price that is selected by kforce
and shares not purchased because of proration or conditional tenders will be
returned without expense to the shareholder.
The undersigned recognizes that under the circumstances set forth in the
Offer to Purchase kforce 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. 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 in
the box entitled "Special Payment Instructions" or the box entitled "Special
Delivery Instructions" above. The undersigned acknowledges that kforce has no
obligation, pursuant to the "Special Payment Instructions" box, to transfer any
certificate for shares from the name of its registered holder(s), or to order
the registration or transfer of any shares tendered by book-entry transfer, if
kforce does not purchase any of the shares represented by such certificate or
tendered by such book-entry transfer.
The check for the aggregate net purchase price for the shares tendered and
purchased will be issued to the order of the undersigned and mailed to the
address indicated above, unless otherwise indicated in the boxes entitled
"Special Payment Instructions" or "Special Delivery Instructions" above.
All authority conferred or agreed to be conferred by this Letter of
Transmittal will survive the death or incapacity of the undersigned, and any
obligation of the undersigned will be binding on 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.
8
<PAGE> 9
IMPORTANT
SHAREHOLDERS SIGN HERE
(PLEASE COMPLETE AND RETURN THE ATTACHED SUBSTITUTE FORM W-9.)
(Must be signed by the registered holder(s) exactly as such holder(s) name(s)
appear(s) on certificate(s) for shares or on a security position listing or by
person(s) authorized to become the registered holder(s) thereof by certificates
and documents transmitted with this Letter of Transmittal. If signature is by a
trustee, executor, administrator, guardian, attorney-in-fact, officer of a
corporation or other person acting in a fiduciary or representative capacity,
please set forth full title and see Instruction 6.)
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
(SIGNATURE(S) OF OWNER(S))
Dated: , 2000
------------------------
Name(s):
-----------------------------------------------------------------------
-----------------------------------------------------------------------
(PLEASE PRINT)
Capacity (full title):
----------------------------------------------------------
Address:
-----------------------------------------------------------------------
-----------------------------------------------------------------------
(INCLUDE ZIP CODE)
Daytime Area Code and Telephone Number:
----------------------------------------
Tax Identification or Social Security Number:
-----------------------------------
(SEE SUBSTITUTE FORM W-9)
GUARANTEE OF SIGNATURE(S) (SEE INSTRUCTIONS 1 AND 6)
Authorized Signature:
-----------------------------------------------------------
Name:
---------------------------------------------------------------------------
(PLEASE PRINT)
Title:
--------------------------------------------------------------------------
Name of Firm:
-------------------------------------------------------------------
Address:
------------------------------------------------------------------------
(INCLUDE ZIP CODE)
Area Code and Telephone Number:
------------------------------
Dated: , 2000
------------------------------
9
<PAGE> 10
PAYER: EQUISERVE, L.P.
<TABLE>
<S> <C> <C>
SUBSTITUTE FORM W-9 PART I--TAXPAYER IDENTIFICATION ---------------------------
DEPARTMENT OF THE NUMBER--FOR ALL ACCOUNTS, ENTER TAXPAYER Social security number OR
TREASURY INTERNAL IDENTIFICATION NUMBER IN THE BOX AT
REVENUE SERVICE RIGHT AND CERTIFY BY SIGNING AND DATING ---------------------------
BELOW.NOTE: If the account is in more Employer identification number
than one name, see the chart in the
enclosed Guidelines to determine which
number to give the payer.
----------------------------------------------------------------------------
PART II -- For payees exempt from backup withholding, please write "EXEMPT"
here (see the enclosed Guidelines):
----------------------------------------------------------------------------
----------------------------------------------------------------------------
PAYER'S REQUEST FOR PART III -- Certification--UNDER PENALTIES OF PERJURY, I CERTIFY THAT (1)
TAXPAYER NUMBER (TIN) 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 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 a failure to report
all interest or dividends or (c) the IRS has notified me that I am no longer
subject to backup withholding.
----------------------------------------------------------------------------
Certification Instructions -- You must cross out item (2) above if you have
been notified by the IRS that you are currently subject to backup
withholding because of underreporting of interest or dividends on your tax
return and you have not been notified by the IRS that you are no longer
subject to backup withholding. (Also, see instructions in the enclosed
Guidelines.)
Signature:
--------------------------------------------------
Name (Please Print):
----------------------------------------
Date: , 2000
------------------------------
</TABLE>
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. You must complete the following
certificate if you are awaiting (or will soon apply for) a taxpayer
identification number.
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number
has not been issued to me, and that I mailed or delivered an application to
receive a taxpayer identification number to the appropriate Internal Revenue
Service Center or Social Security Administration Office (or I intend to mail or
deliver an application in the near future). I understand that, notwithstanding
the information I provided in Part III of the Substitute Form W-9 above (and the
fact that I have completed this Certificate of Awaiting Taxpayer Identification
Number), if I do not provide a taxpayer identification number to the Depositary
within sixty (60) days, the Depositary is required to withhold 31% of all cash
payments made to me thereafter until I provide a number.
Signature: Date: , 2000
---------------------------------------- ------------
Name (Please Print):
-----------------------------------------------------------
Address (Please Print):
--------------------------------------------------------
10
<PAGE> 11
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER.
1. GUARANTEE OF SIGNATURES. Depending on how the certificates for your
shares are registered and to whom you want payments or deliveries made, you may
need to have the signatures on this Letter of Transmittal guaranteed by an
eligible guarantor institution. No signature guarantee is required if either:
- this Letter of Transmittal is signed by the registered holder(s) of the
shares tendered (which, for these purposes, includes any participant in
the book-entry transfer facility whose name appears on a security
position listing as the owner of the shares) exactly as the name of the
registered holder(s) appears on the certificate(s) for the shares and
payment and delivery are to be made directly to the holder, unless the
holder has completed either of the boxes entitled "Special Payment
Instructions" or "Special Delivery Instructions" above; or
- the 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 that term is defined in Rule
17Ad-15 promulgated under the Securities Exchange Act of 1934, as
amended.
In all other cases, including if you have completed either the box entitled
"Special Payment Instructions" or "Special Delivery Instructions" above, an
eligible guarantor institution must guarantee all signatures on this Letter of
Transmittal. You may also need to have any certificates you deliver endorsed or
accompanied by a stock power, and the signatures on these documents also may
need to be guaranteed. See Instruction 6.
2. DELIVERY OF LETTER OF TRANSMITTAL AND CERTIFICATES; GUARANTEED DELIVERY
PROCEDURES. For your shares to be properly tendered, either (1) or (2) below
must happen:
(1) The depository must receive all of the following at its address on the
front page of this Letter of Transmittal before or on the date the
offer expires:
- either (a) the certificates for the shares or (b) a confirmation of
receipt of the shares pursuant to the procedure for book-entry
transfer described in this Instruction 2; and
- one of (a) properly completed and executed Letter of Transmittal,
including any required signature guarantees, (b) an "agent's message"
of the type described in this Instruction 2 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 this
Instruction 2; and
- any other documents required by this Letter of Transmittal.
(2) You must comply with the guaranteed delivery procedure set forth below.
Book-Entry Delivery. Any institution that is a participant in the
book-entry transfer facility's system may make book-entry delivery of the shares
by causing the book-entry transfer facility to transfer shares into the
Depositary's account in accordance with the book-entry transfer facility's
procedures for transfer. Delivery of this Letter of Transmittal or any other
required documents to the book-entry transfer facility does not constitute
delivery to the Depositary.
Agent's Message. The term "agent's message" means a message transmitted by
the book-entry transfer facility to, and received by, the Depositary, which
states that the book-entry transfer facility has received an express
acknowledgment from the participant in the book-entry transfer facility
tendering the shares that such participant has received and agrees to be bound
by the terms of this Letter of Transmittal and that kforce may enforce such
agreement against them.
Automated Tender Offer Program. Participants in the book-entry transfer
facility may also tender their shares in accordance with the automated tender
offer program to the extent it is available to them for the shares they wish to
tender. A shareholder tendering through the automated tender offer program must
11
<PAGE> 12
expressly acknowledge that the shareholder has received and agrees to be bound
by this Letter of Transmittal and that we may enforce such agreement against
them.
Guaranteed Delivery. If you want to tender your shares but your share
certificate(s) are not immediately available or cannot be delivered to the
Depositary before the offer expires, the procedure for book-entry transfer
cannot be completed on a timely basis, or if time will not permit all required
documents to reach the Depositary before the offer expires, your shares may
still be tendered, if all of the following conditions are satisfied:
- the tender is made by or through an eligible guarantor institution;
- the Depositary receives by hand, mail, overnight courier, before the
expiration date, a properly completed and duly executed Notice of
Guaranteed Delivery in the form provided with this Letter of Transmittal,
specifying the price at which shares are being tendered, including (where
required) a signature guarantee by an eligible guarantor institution in
the form set forth in the Notice of Guaranteed Delivery; and
- all of the following are received by the Depositary within three Nasdaq
trading days after the date of receipt by the Depositary of the Notice of
Guaranteed Delivery:
- either (a) the certificates for the shares or (b) a confirmation of
receipt of the shares pursuant to the procedure for book-entry
transfer described in this Instruction 2, and
- one of (a) a properly completed and executed Letter of Transmittal,
including any required signature guarantees, (b) an "agent's message"
of the type described in this Instruction 2 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 this
Instruction 2, and
- any other documents required by this Letter of Transmittal.
THE METHOD OF DELIVERING ALL DOCUMENTS, INCLUDING CERTIFICATES FOR SHARES,
THE LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS, IS AT YOUR ELECTION
AND RISK. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED,
PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE
ALLOWED TO ENSURE TIMELY DELIVERY.
Except as specifically permitted by section 6 of the Offer to Purchase,
kforce 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, waive any right to receive any notice of the acceptance of their
tender.
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. (This paragraph does not apply
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 that
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), unless
otherwise specified in either the box entitled "Special Payment Instructions" or
"Special Delivery Instructions" in this Letter of Transmittal, as soon as
practicable after the expiration date. 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.
If any tendered shares are not purchased or are properly withdrawn, or if
less than all shares evidenced by a shareholder's certificates are tendered,
certificates for unpurchased shares will be returned as soon as practicable
after the expiration or termination of the offer or the proper withdrawal of the
shares, as
12
<PAGE> 13
applicable. In the case of shares tendered by book-entry transfer at the
book-entry transfer facility, the shares will be credited to the appropriate
account maintained by the tendering shareholder at the book-entry transfer
facility. In each case, shares will be returned or credited without expense to
the shareholder.
5. INDICATION OF PRICE AT WHICH SHARES ARE BEING TENDERED. If you wish to
tender your shares you must properly complete the pricing section of this Letter
of Transmittal, which is called "Price at Which You Are Tendering." You must
check one box in this Section. If more than one box is checked or no box is
checked, your shares will not be properly tendered. If you want to tender
portions of your shares at more than one price, you must complete a separate
Letter of Transmittal for each price at which you tender shares. However, the
same shares cannot be tendered at more than one price, unless previously and
properly withdrawn as provided in section 4 of the Offer to Purchase.
6. SIGNATURES ON LETTER OF TRANSMITTAL; STOCK POWERS AND ENDORSEMENTS.
Exact Signature. If this Letter of Transmittal is signed by the registered
holder(s) of the shares tendered, the signature(s) must correspond exactly with
the name(s) as written on the face of the certificate(s) without any change
whatsoever.
Joint Holders. If the shares tendered are registered in the names of two
or more joint holders, each holder must sign this Letter of Transmittal.
Different Names on Certificates. 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 as there are different
registrations of certificates.
Endorsements. When this Letter of Transmittal is signed by the registered
holder(s) of the shares tendered, no endorsements of certificates representing
the shares or separate stock powers are required unless payment is to be made or
the certificates for shares not tendered or not purchased are to be issued to a
person other than the registered holder(s). Signature(s) on the 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 certificates listed, or if payment is to be made or
certificates for shares not tendered or not purchased are to be issued to a
person other than the registered holder(s), the certificates must be endorsed or
accompanied by appropriate stock powers, in either case signed exactly as the
name(s) of the registered holder(s) appears on the certificates, and the
signatures on the certificates or stock powers must be guaranteed by an eligible
institution. See Instruction 1.
Signatures of Fiduciaries. If this Letter of Transmittal or any
certificate or stock power is 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, that person should so indicate when
signing and must submit proper evidence satisfactory to kforce of his or her
authority to so act.
7. STOCK TRANSFER TAXES. Except as provided in this Instruction 7, no
stock transfer tax stamps or funds to cover tax stamps need accompany this
Letter of Transmittal. kforce will pay any stock transfer taxes payable on the
transfer to it of shares purchased pursuant to the offer. If, however, (a)
payment of the purchase price for shares tendered and accepted for purchase is
to be made to any person other than the registered holder(s); (b) shares not
tendered or rejected for purchase are to be registered in the name(s) of any
person(s) other than the registered holder(s); or (c) certificates 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 the purchase price the amount of any stock transfer taxes (whether imposed
on the registered holder(s), other person(s) or otherwise) payable on account of
the transfer to that person, unless satisfactory evidence of the payment of the
taxes or any exemption therefrom is submitted.
8. ODD LOTS. If kforce is to purchase fewer than all shares properly
tendered and not properly withdrawn, the shares purchased first will consist of
all shares properly tendered by any shareholder who owns, beneficially or of
record, an aggregate of fewer than 100 shares (not including any shares held in
the kforce
13
<PAGE> 14
401(k) Retirement Savings Plan) and who tenders all of the holder's shares at or
below the purchase price. This preference will not be available unless the
section captioned "Odd Lots" is completed.
9. ORDER OF PURCHASE IN EVENT OF PRORATION. As described in section 1 of
the Offer to Purchase, shareholders can specify in the "Description of Shares
Tendered" box of this Letter of Transmittal the order in which specified
portions of their shares will be purchased if, as a result of the proration
provisions or otherwise, some but not all of the tendered shares are purchased
in the offer. The order of purchase may have an effect on the federal income tax
treatment of the purchase price for the shares purchased. See sections 1 and 14
of the Offer to Purchase.
10. 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 the
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.
11. IRREGULARITIES. All questions as to the number of shares to be
accepted, the price to be paid for shares to be accepted and the validity, form,
eligibility (including time of receipt) and acceptance for payment of any tender
of shares will be determined by kforce in its sole discretion and that
determination will be final and binding on all parties. kforce reserves the
absolute right to reject any or all tenders of any shares that it determines are
not in proper form or the acceptance for payment of or payment for which it
determines may be unlawful. kforce 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 kforce'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 have
been properly made until all defects or irregularities have been cured by the
tendering shareholder or waived by kforce. Unless waived, any defects and
irregularities in connection with tenders must be cured within the time period,
if any, kforce determines. Neither kforce, nor any of the Depositary, the
Information Agent, the Dealer Manager or any other person will be under any duty
to give notification of any defects or irregularities in any tender or incur any
liability for failure to give any such notification.
12. QUESTIONS AND REQUESTS FOR ASSISTANCE AND ADDITIONAL COPIES. Questions
and requests for additional copies of the Offer to Purchase, the Letter of
Transmittal or the Notice of Guaranteed Delivery may be directed to the
Information Agent at the telephone number and address set forth on the back page
of the Offer to Purchase and set forth below.
13. TAX IDENTIFICATION NUMBER AND BACKUP WITHHOLDING. Federal income tax
law generally requires that a shareholder whose tendered shares are accepted for
purchase, or the shareholder's assignee (in either case, the "payee"), provide
the Depositary with the payee's correct Taxpayer Identification Number ("TIN"),
which, in the case of a payee who is an individual, is the payee's social
security number. If the Depositary is not provided with the correct TIN or an
adequate basis for an exemption, the payee may be subject to penalties imposed
by the IRS 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 the payee's correct
TIN by completing the Substitute Form W-9 set forth in this Letter of
Transmittal, certifying that the TIN provided is correct (or that the payee is
awaiting a TIN) and that
- the payee is exempt from backup withholding,
- the payee has not been notified by the Internal Revenue Service that the
payee is subject to backup withholding as a result of a failure to report
all interest or dividends, or
- the Internal Revenue Service has notified the payee that the payee is no
longer subject to backup withholding.
14
<PAGE> 15
If the payee lacks a TIN, the payee should
- consult the enclosed Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9 for instructions on applying
for a TIN,
- write "Applied For" in the space provided in Part 1 of the Substitute
Form W-9, and
- sign and date the Substitute Form W-9 and the Certificate of Awaiting
Taxpayer Identification Number set forth in this document.
If the payee does not provide the payee's TIN to the Depositary within
sixty days, backup withholding will begin and continue until the payee furnishes
the 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
the 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 W-9 guidelines for information on which TIN to report.
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 the Substitute Form W-9. See the enclosed W-9
guidelines for additional instructions. In order for a nonresident alien or
foreign entity to qualify as exempt, that person must submit a completed IRS
Form W-8 Certificate of Foreign Status or a Substitute Form W-8, signed under
penalty of perjury attesting to the exempt status. This form may be obtained
from the Depositary.
Non-United States holders are urged to consult their 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.
14. LOST, STOLEN, DESTROYED OR MUTILATED CERTIFICATES. If your certificate
for part or all of your shares has been lost, stolen, misplaced or destroyed,
you should contact EquiServe, L.P, the transfer agent for our shares, at
1-800-426-5523, for instructions as to obtaining an affidavit of loss. The
affidavit of loss will then be required to be submitted together with this
Letter of Transmittal in order to receive payment for shares that are tendered
and accepted for payment. A bond may be required to be posted by you to secure
against the risk that the certificates may be subsequently recirculated. You are
urged to contact EquiServe, L.P. immediately in order to receive further
instructions, to permit timely processing of this documentation and for a
determination as to whether you will need to post a bond.
15. CONDITIONAL TENDERS. As described in section 6 of the Offer to
Purchase, you may tender shares subject to the condition that all or a specified
minimum number of your shares tendered pursuant to this Letter of Transmittal or
a Notice of Guaranteed Delivery must be purchased if any shares tendered are
purchased.
If you wish to make a conditional tender you must indicate this in the box
captioned "Conditional Tender" in this Letter of Transmittal or, if applicable,
the Notice of Guaranteed Delivery. In the box in this Letter of Transmittal or
the Notice of Guaranteed Delivery, you must calculate and appropriately indicate
the minimum number of shares that must be purchased if any are to be purchased.
As discussed in section 6 of the Offer to Purchase, proration may affect
whether kforce accepts conditional tenders and may result in shares tendered
pursuant to a conditional tender being deemed withdrawn if the minimum number of
shares would not be purchased. If, because of proration, the minimum number of
shares that you designate will not be purchased, kforce may accept conditional
tenders by random lot, if necessary. However, to be eligible for purchase by
random lot, you must have tendered all your shares and checked the box so
indicating. Upon selection by lot, if any, kforce will limit its purchase in
each case to the designated minimum number of shares.
All tendered shares will be deemed unconditionally tendered unless the
"Conditional Tender" box is completed.
15
<PAGE> 16
The conditional tender alternative is made available so that a shareholder
may seek to structure the purchase of shares pursuant to the offer in such a
manner that the purchase will be treated as a sale of such shares by the
shareholder, rather than the payment of a dividend to the shareholder, for
federal income tax purposes. If you are an odd lot holder and you tender all of
your shares, you cannot conditionally tender, because your shares will not be
subject to proration. It is the tendering shareholder's responsibility to
calculate the minimum number of shares that must be purchased from the
shareholder in order for the shareholder to qualify for sale rather than
dividend treatment. Each shareholder is urged to consult his or her own tax
advisor.
16. 401(k) RETIREMENT SAVINGS PLAN. Participants in the kforce 401(k)
Retirement Savings Plan may not use this Letter of Transmittal to direct the
tender of shares allocated to their accounts, but must comply with the
instructions found in the "Letter to Participants in the kforce 401(k)
Retirement Savings Plan" sent separately to them. Participants in the plan are
urged to carefully read the letter and related materials sent to them.
Participants in the 401(k) Retirement Savings Plan who would like to tender
shares held outside of the plan must use this Letter of Transmittal to tender
those shares held outside of the plan.
The Information Agent for kforce's offer is:
D.F. KING & CO., INC.
77 Water Street, 20th Floor
New York, New York 10005
Banks and Brokerage Firms Please Call Collect: (212) 269-5550
All Others Call Toll Free: (800) 848-3416
The Dealer Manager for kforce's offer is:
BANC OF AMERICA SECURITIES LLC
9 W. 57th Street
New York, NY 10019
(212) 583-8537
1-888-583-8900 ext. 8537
16
