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EXHIBIT (a)(4)
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 Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:
TEAM America Corporation, an Ohio corporation (the "Company"), is
offering to purchase up to __________ of the Company's 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, 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").
Please furnish copies of the enclosed materials to those of your
clients for whose accounts you hold Shares registered in your name or in the
name of your nominee.
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.
Enclosed for your information and forwarding to your clients are copies of the
following documents:
1. The Offer to Purchase, dated ___________ __, 2000.
2. The Letter of Transmittal for your use to tender Shares and
for the information of your clients. Facsimile copies of the
Letter of Transmittal may be used to tender Shares.
3. A printed form of letter which may be sent to your clients for
whose accounts you hold Shares registered in your name or in
the name of your nominee, with space provided for obtaining
such clients' instructions with regard to the Offer.
4. The Notice of Guaranteed Delivery for Shares to be used to
accept the Offer if certificates for Shares ("Share
Certificates") and all other required documents are not
immediately available or cannot be delivered to National City
Bank (the "Depositary") by the Expiration Time (as defined in
the Offer to Purchase) or if the procedure for book-entry
transfer cannot be completed by the Expiration Time.
5. A Letter to Shareholders of the Company from the President and
Chief Executive Officer of the Company.
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6. Guidelines of the Internal Revenue Service for Certification
of Taxpayer Identification Number on Substitute Form W-9.
7. A return envelope addressed to the Depositary.
YOUR PROMPT ACTION IS REQUESTED. WE URGE YOU TO CONTACT YOUR CLIENTS AS
PROMPTLY AS POSSIBLE. PLEASE NOTE THAT THE OFFER AND WITHDRAWAL RIGHTS WILL
EXPIRE AT 12:00 P.M., EASTERN STANDARD TIME, ON __________, ________ __, 2000,
UNLESS THE OFFER IS EXTENDED.
In order to accept the Offer, a duly executed and properly completed
Letter of Transmittal and any required signature guarantees, or an Agent's
Message (as defined in the Offer to Purchase) in connection with a book-entry
delivery of Shares, and any other required documents should be sent to the
Depositary and either Share Certificates representing the tendered Shares should
be delivered to the Depositary, or Shares should be tendered by book-entry
transfer into the Depositary's account maintained at the Book Entry Transfer
Facility (as described in the Offer to Purchase), all in accordance with the
instructions set forth in the Letter of Transmittal and the Offer to Purchase.
If holders of Shares wish to tender, but it is impracticable for them
to forward their Share Certificates or other required documents on or prior to
the Expiration Time or to comply with the book-entry transfer procedures on a
timely basis, a tender may be effected by following the guaranteed delivery
procedures specified in Section 3 of the Offer to Purchase.
The Company will not pay any commissions or fees to any broker, dealer
or other person for soliciting tenders of Shares pursuant to the Offer. The
Company will, however, upon request, reimburse you for customary clerical and
mailing expenses incurred by you in forwarding any of the enclosed materials to
your clients. The Company will pay or cause to be paid any stock transfer taxes
payable on the transfer of Shares to it, except as otherwise provided in
Instruction 6 of the Letter of Transmittal.
Any inquiries you may have with respect to the Offer should be
addressed to, and additional copies of the enclosed material may be obtained
from, the undersigned.
Very truly yours,
TEAM AMERICA CORPORATION
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE
YOU OR ANY OTHER PERSON THE AGENT OF THE PURCHASER, THE COMPANY, OR THE
DEPOSITARY, OR ANY AFFILIATE OF ANY OF THEM, OR AUTHORIZE YOU OR ANY OTHER
PERSON TO MAKE ANY STATEMENT OR USE ANY DOCUMENT ON BEHALF OF ANY OF THEM IN
CONNECTION WITH THE OFFER OTHER THAN THE ENCLOSED DOCUMENTS AND THE STATEMENTS
CONTAINED THEREIN.
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