Exhibit 6
Administaff, Inc.
00000 Xxxxxxxx Xxxxxxx Xxxxx
Xxxxxxxx, XX 00000
February 16, 2001
American Express Travel Related Services Company, Inc.
American Express Tower
World Financial Center
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Dear Sirs:
This letter sets forth the parties' agreement with respect to the purchase by
Administaff, Inc. ("ASF") from American Express Travel Related Services Company,
Inc. ("TRS") of up to 275,000 shares of ASF common stock, par value $0.01 per
share (the "Shares").
The parties agree as follows:
1. ASF agrees to purchase up to 275,000 Shares from TRS at a purchase price
per share equal to ninety-nine percent (99%) of the average of the closing
sales prices of a Share as reported on the New York Stock Exchange
composite transactions tape and reflected in the three star New York City
edition of the Wall Street Journal over a twenty (20) trading-day period,
of which the first ten trading days end on February 16, 2001 and the second
ten trading days commence on the day that ASF releases its earnings report
for the fourth quarter of 2000.
2. ASF's obligation to purchase the Shares is conditional upon (a) TRS first
having exercised its warrant to purchase 800,000 shares of ASF common stock
(the "Warrant Shares") at an exercise price of $20 per Warrant Share
(subject to adjustment in accordance with the terms of the warrant) on or
before March 10, 2001, the expiration date of the warrant; (b) the per
share purchase price calculated as set forth in (1) above not exceeding
$30; and (c) TRS notifying ASF that it is exercising its right to sell
Shares under this Agreement not later than 5:00 p.m. on March 12, 2001.
3. Notwithstanding anything else to the contrary herein, TRS is not obligated
to exercise the warrant; provided that if TRS does exercise the warrant and
thereafter TRS desires to sell up to 275,000 Shares on or before March 12,
2001, TRS shall sell such Shares first pursuant to this Agreement.
4. The closing of the sale and purchase will take place on March 12, 2001 or
such other day determined by TRS and ASF. At the closing, ASF will pay to
TRS the aggregate purchase price for the Shares by wire transfer of
immediately available funds, and TRS will deliver to ASF certificates
representing the Shares, duly endorsed for transfer. If so requested by
TRS, the parties will net settle the exercise of the warrant and the sale
and purchase of the Shares hereunder.
5. ASF will pay all stamp, transfer and similar taxes in connection with the
issuance of the Warrant Shares. TRS will pay all stamp, transfer and
similar taxes, and all federal and state income taxes, in connection with
TRS' ownership and exercise of the warrant and the sale of the Shares.
6. The Shares TRS intends to sell are those common shares originally purchased
from ASF in March 1998 and not the Warrant Shares. The parties shall
execute any additional documents, if any, reasonably required for TRS to
adequately identify the Shares sold by TRS hereunder as being the shares
originally purchased from ASF in March 1998.
7. ASF will prepare a press release pursuant to which it will announce this
agreement. Such release shall require the prior approval of TRS, such
approval not to be unreasonably withheld.
8. This letter agreement shall be governed by the laws of the State of New
York, without reference to conflict of laws rules.
ADMINISTAFF, INC.
By: /s/ Xxxxxxx X. Xxxxxx
---------------------
Xxxxxxx X. Xxxxxx
Executive Vice President of
Administration,
Chief Financial Officer
and Treasurer
AGREED:
AMERICAN EXPRESS TRAVEL RELATED
SERVICES COMPANY, INC.
By: /s/ Xxx X. Xxxxxxxxx
--------------------
Name: Xxx X. Xxxxxxxxx
Title: Treasurer
