1
Exhibit 1
March 9, 1998
Administaff, Inc.
00000 Xxxxxxxx Xxxxxxx Xxxxx
Xxxxxxxxx, Xxxxx 00000-0000
Attention: General Counsel
Re: Securities Purchase Agreement dated January 27, 1998 between
Administaff, Inc. and American Express Travel Related Services
Company, Inc.
Ladies and Gentlemen:
Reference is hereby made to the Securities Purchase Agreement (the
"Purchase Agreement") dated January 27, 1998 between Administaff, Inc. (the
"Company") and American Express Travel Related Services Company, Inc. (the
"Purchaser"). Capitalized terms used herein, but not defined, will have the
meanings assigned to such terms in the Purchase Agreement.
This letter sets forth the understandings of the parties with respect
to the matters set forth below:
1. Prior to the Closing, the Board of Directors of the Company
will approve, pursuant to Section 203(a)(1) of the Delaware General Corporation
Law, purchases by the Purchaser made at any time prior to a Termination Event of
Common Stock of the Company which may result in the Purchaser's being deemed an
"interested stockholder" (as defined in the Delaware General Corporation Code)
as long as such purchases are made at a time when the Purchaser's Interest is
equal to or greater than the "Minimum Percentage" (as defined herein). For
purposes hereof, the term "Minimum Percentage" means the greater of (i) 11.9%
and (ii) the sum of (A) 11.9% plus (B) the product of X times 4.9/19.9, where
"X" equals the amount, if any, by which the Purchaser's Interest (as determined
at any time after the Closing Date) exceeds 15.8%, but in no event will the
Minimum Percentage exceed 15%. The obligations of the Purchaser to effect the
transactions contemplated by the Purchase Agreement will be subject to such
approval.
2. Section 5(f) is amended to delete the second sentence thereof
and insert in lieu thereof the following:
"The Company has taken and will take all action necessary to
assure that the Purchaser is an "exempted holder" pursuant to any
shareholder rights plan or "poison pill" plan of the Company (a "Rights
Plan") so long as the Purchaser's Interest does not exceed
2
Administaff, Inc.
March 9, 1998
Page 2
19.9%; provided, that if the Purchaser's Interest is reduced below
15.8% due to dispositions of Unit Stock by the Purchaser (and not
through the issuance of equity by, or any other action of, the
Company), the ownership threshold up to which the Purchaser will be an
"exempted holder" under a Rights Plan will be reduced to the greater of
15% and what the Purchaser's Interest would have been following such
dispositions assuming that the Purchaser's Interest immediately
following the Closing (and prior to any such dispositions) had been
19.9% and giving effect to such dispositions."
3. Notwithstanding anything to the contrary in Section 9(a) of
the Purchase Agreement (except that Purchaser's rights under Section 9(a) shall
continue for so long as (and during any period in which) the restrictions set
forth in Section 7(a) and (b) apply to the Purchaser), the number of shares of
New Securities which the Purchaser shall be entitled to purchase under such
Section 9(a) shall be the number required to cause the Purchaser's Interest
immediately after such issuance of New Securities to equal up to that which the
Purchaser's Interest would have been immediately prior to such issuance assuming
that immediately following the Closing the Purchaser's Interest had been 19.9%
and giving effect to any and all dispositions and acquisitions by the Purchaser
of securities of the Company before such issuance.
4. Notwithstanding anything to the contrary in Section 9(b) of
the Purchase Agreement (except that Purchaser's rights under Section 9(b) shall
continue for so long as (and during any period in which) the restrictions set
forth in Section 7(a) and (b) apply to the Purchaser), the amount of securities
that the Purchaser shall be entitled to acquire under such Section 9(b) through
open market purchases or otherwise shall be an amount up to that amount
necessary to increase the Purchaser's Interest to that which it would have been
immediately prior to such issuances assuming that immediately following the
Closing the Purchaser's Interest had been 19.9% and giving effect to any and all
acquisitions by the Purchaser of securities of the Company before the issuances
and any and all dispositions by the Purchaser of securities of the Company
before or after the issuances, but prior to the exercise by the Purchaser of its
rights under Section 9(b).
3
Administaff, Inc.
March 9, 1998
Page 3
5. For so long as the Purchaser has the right to elect a
Purchaser Nominee, the Company shall permit an observer, selected by he
Purchaser Nominee, to attend any and all meetings of the Board of Directors of
Administaff which the Purchaser Nominee attends; provided that if a majority of
the Board determines to go into executive session at any time it may dismiss
such observer from such session.
Sincerely,
American Express Travel Related Services
Company, Inc.
By: /s/ Xxxx Xxxxxxx
-----------------------------
Name: Xxxx Xxxxxxx
------------------------
Title: President, AERS
-----------------------
Accepted and agreed to:
Administaff, Inc.
By: /s/ Xxxx Xxxxxxx
----------------------------
Name: Xxxx Xxxxxxx
-----------------------
Title: President
----------------------
