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EXHIBIT (a)(5)
FORM OF
TEAM AMERICA CORPORATION
OFFER TO PURCHASE FOR CASH
UP TO ___________ OUTSTANDING SHARES OF COMMON STOCK
AT
$6.75 NET PER SHARE
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THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 P.M., EASTERN STANDARD
TIME, ON ______________ ,_______________, 2000, UNLESS THE OFFER IS EXTENDED.
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_____________ __, 2000
To Our Clients:
Enclosed for your consideration are the Offer to Purchase, dated
___________ __, 2000 (the "Offer to Purchase"), and the related Letter of
Transmittal (which collectively, together with the Offer to Purchase and any
amendments or supplements thereto, constitute the "Offer") relating to the offer
by TEAM America Corporation, an Ohio corporation (the "Company"), to purchase up
to ___ outstanding shares of common stock, no par value per share (the
"Shares"), constituting up to 50% of the Company's outstanding Shares, at a
purchase 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 Offer to
Purchase and in the related Letter of Transmittal enclosed herewith. Holders of
Shares whose certificates for such Shares (the "Share Certificates") are not
immediately available, or who cannot deliver their Share Certificates and all
other required documents to the Depositary on or prior to the Expiration Time
(as defined in the Offer to Purchase), or who cannot complete the procedures for
book-entry transfer on a timely basis, must tender their Shares according to the
guaranteed delivery procedures set forth in Section 3 of the Offer to Purchase.
WE ARE THE HOLDER OF RECORD OF SHARES HELD BY US FOR YOUR ACCOUNT. A
TENDER OF SUCH SHARES CAN BE MADE ONLY BY US AS THE HOLDER OF RECORD AND
PURSUANT TO YOUR INSTRUCTIONS. THE LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR
YOUR INFORMATION ONLY AND CANNOT BE USED BY YOU TO TENDER SHARES HELD BY US FOR
YOUR ACCOUNT.
Accordingly, we request instructions as to whether you wish to have us
tender on your behalf any or all Shares held by us for your account pursuant to
the terms and conditions set forth in the Offer.
Please note the following:
1. The tender price is $6.75 per Share net to you in cash without
interest thereon, upon the terms and subject to the conditions set forth in the
Offer.
2. The Offer is being made for up to ___________ outstanding Shares.
3. If more than 50% of the Company's outstanding Shares are tendered
pursuant to this Offer to Purchase, the Company shall accept such tendered
shares on a pro rata basis, based upon a proration ratio, which shall be the
ratio of the number of Shares validly tendered and not properly withdrawn by
such shareholder to the total number of Shares validly tendered and not
withdrawn by all shareholders.
4. The Board of Directors of the Company has approved the Offer.
However, neither the Company, nor its Board of Directors make any recommendation
to shareholders as to whether to tender or refrain from tendering their Shares
and neither has authorized any person to make any recommendation. Shareholders
are urged
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to evaluate carefully all information in the Offer, consult with their
own investment and tax advisors and make their own decisions whether to tender
Shares and, if so, how many Shares to tender.
4. The Offer is conditioned upon, among other things, the consummation
of Merger by and among the Company, Xxxxx.xxx, Inc., and TEAM Merger
Corporation. The Offer is also subject to the conditions set forth in the Offer
to Purchase. See the Introduction and Sections 1, 6 and 14 of the Offer to
Purchase.
5. Tendering shareholders will not be obligated to pay brokerage fees
or commissions or, except as otherwise provided in Instruction 6 of the Letter
of Transmittal, stock transfer taxes on the purchase of Shares by the Company
pursuant to the Offer.
6. The Offer and withdrawal rights will expire at 12:00 p.m., Eastern
Standard Time, on _______, _____ __, 2000, unless the Offer is extended.
7. Payment for Shares purchased pursuant to the Offer will in all cases
be made only after timely receipt by National City Bank (the "Depositary") of
(a) Share Certificates or timely confirmation of the book-entry transfer of such
Shares into the account maintained by the Depositary at the Depositary Trust
Company (the "Book-Entry Transfer Facility"), pursuant to the procedures set
forth in Section 3 of the Offer to Purchase, (b) the Letter of Transmittal (or a
facsimile thereof), properly completed and duly executed, with any required
signature guarantees or an Agent's Message (as defined in the Offer to
Purchase), in connection with a book-entry delivery, and (c) any other documents
required by the Letter of Transmittal. Accordingly, payment may not be made to
all tendering shareholders at the same time depending upon when certificates for
or confirmations of book-entry transfer of such Shares into the Depositary's
account at the Book-Entry Transfer Facility are actually received by the
Depositary.
If you wish to have us tender any or all of the Shares held by us for
your account, please so instruct us by completing, executing, detaching and
returning to us the instruction form set forth on the back page of this letter.
If you authorize the tender of your Shares, all such Shares will be tendered
unless otherwise specified on the back page of this letter. An envelope to
return your instructions to us is enclosed.
YOUR INSTRUCTIONS SHOULD BE FORWARDED TO US IN AMPLE TIME TO PERMIT US
TO SUBMIT A TENDER ON YOUR BEHALF PRIOR TO THE EXPIRATION OF THE OFFER.
The Offer is not being made to (nor will tenders be accepted from or on
behalf of) holders of Shares residing in any jurisdiction in which the making of
the Offer or the acceptance thereof would not be in compliance with the
securities, blue sky or other laws of such jurisdiction. However, the Company
may, in its discretion, take such action as it may deem necessary to make the
Offer in any jurisdiction and extend the Offer to holders of Shares in such
jurisdiction.
In any jurisdiction where the securities, blue sky or other laws
require the Offer to be made by a licensed broker or dealer, the Offer is being
made on behalf of the Company by one or more registered brokers or dealers that
are licensed under the laws of such jurisdiction.
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TEAM AMERICA CORPORATION
INSTRUCTIONS WITH RESPECT TO THE OFFER TO PURCHASE FOR CASH UP TO
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OUTSTANDING SHARES OF COMMON STOCK
OF
TEAM AMERICA CORPORATION
The undersigned acknowledge(s) receipt of your letter and the enclosed
Offer to Purchase, dated ___________ __, 2000 (the "Offer to Purchase"), and the
related Letter of Transmittal (which collectively, together with the Offer to
Purchase and any amendments or supplements thereto, constitute the "Offer") in
connection with the offer by TEAM America Corporation, an Ohio corporation (the
"Company"), to purchase up to ________ of the Company's outstanding shares of
common stock, no par value (the "Shares"), constituting up to 50% of the
Company's outstanding shares, at a purchase 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 Offer to Purchase.
This will instruct you to tender to the Company the number of Shares
indicated below that are held by you for the account of the undersigned, upon
the terms and subject to the conditions set forth in the Offer.
Number of Shares to Be Tendered: Shares*
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Date: , 2000
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* Unless otherwise indicated, it will be assumed that you instruct us to
tender all Shares held by us for your account.
SIGN HERE
Signature(s)
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(Print Names)
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(Print Address(es))
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(Zip Code)
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(Area Code and Telephone Number(s))
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(Taxpayer Identification or Social Security Number(s))
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