EXHIBIT 99.1
[Logo of Administaff]
Xxxx X. Xxxxxxx, XX
Vice President of Legal and General Counsel
281/000-0000 000/000-0000(FAX)
February 25, 2003
American Express Travel Related Services Company, Inc.
American Express Tower
World Financial Center
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxx Xxxxxx
Vice President
Re: Purchase of 1,286,252 Shares of Common Stock of Administaff, Inc.
Dear Xx. Xxxxxx:
This letter sets forth our agreement for the purchase by Administaff,
Inc. from American Express Travel Related Services Company, Inc. of 1,286,252
shares (the "Shares") of the common stock, par value $.01 per share, of
Administaff, Inc. at a purchase price of $6.00 per share. In this letter, I
refer to American Express Travel Related Services Company, Inc., a New York
corporation, as "AmEx" and to Administaff, Inc., a Delaware corporation, as
"ASF."
1. Purchase price: The per share purchase price is $6.00.
2. Number of shares: The number of shares purchased is 1,286,252.
3. Purchase date: The purchase date is February 25, 2003.
4. Delivery of purchase price: On February 26, 2003, ASF will deliver to
AmEx by wire transfer of same day federal funds that amount in U.S.
dollars which is the value of the total purchase price ($6.00 x
1,286,252 or $7,717,512).
5. Delivery of stock certificates at settlement: On the settlement date,
AmEx will deliver to ASF all stock certificates representing the
Shares.
______________________________________________________________
00000 Xxxxxxxx Xxxxxxx Xx. 281 358-0000
Xxxxxxxx, XX 00000-3802 800 237-3170 xxx.xxxxxxxxxxx.xxx
6. Payment of taxes: AmEx will pay all stamp, transfer and similar taxes,
and all federal and state income taxes, in connection with AmEx's
ownership and sale of the Shares.
7. Settlement date: February 28, 2003.
8. Press release: ASF will prepare a press release to announce the
transaction. AmEx will have the right to review and approve the text of
any press release, which approval will not be unreasonably withheld.
AmEx will not publicly disclose the transaction prior to the ASF
release.
9. Amendment to Marketing Agreement. ASF and AmEx will execute the Fourth
Amendment to the Marketing Agreement dated as of March 10, 1998, as
previously amended, in substantially the terms previously agreed, to
extend the marketing and referral and commission obligations of such
Marketing Agreement through December 31, 2006 with respect to any new
ASF sales office opened from the date of the Fourth Amendment through
December 31, 2005.
Very truly yours,
ADMINISTAFF, INC.
By:
----------------------------------------------------
Xxxx X. Xxxxxxx, XX
Vice President, Legal and General Counsel
Administaff, Inc.
AGREED TO AND ACCEPTED
BY AMERICAN EXPRESS TRAVEL
RELATED SERVICES COMPANY, INC.
By:
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Name: Xxxx Xxxxxx
Title: Vice President
