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EXHIBIT (a)(1)(ii)
LETTER OF TRANSMITTAL
TO TENDER OPTIONS TO PURCHASE SHARES OF COMMON STOCK
HAVING AN EXERCISE PRICE OF $10.00 OR MORE
OF
OUTSOURCE INTERNATIONAL, INC.
PURSUANT TO THE OFFER TO CANCEL
DATED SEPTEMBER 29, 2000
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THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON OCTOBER 31, 2000, UNLESS THE OFFER IS EXTENDED.
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TO: Joseph C. Wasch
Outsource International, Inc.
1690 South Congress Avenue, Suite 210
Delray Beach, Florida 33445
Telephone: (561) 454-3500
Facsimile: (561) 454-3644
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS
SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
*Optionholders tendering options should complete the following chart:
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DESCRIPTION OF OPTIONS TENDERED
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Name(s) and address(es) of registered holder(s)
(Please fill in exactly as name(s) appear(s) on Options tendered*
agreement(s) or instrument(s) evidencing the option) (Attach additional list if necessary)
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Option Total number of shares of common
Number(s)** stock subject to option
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Total options tendered
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* We will not accept partial tenders. You must tender all of your options or
none of your options.
** If applicable.
This letter of transmittal is to be used only if your option agreement
evidencing options to be tendered is to be forwarded herewith.
THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
NOTE: SIGNATURES MUST BE PROVIDED BELOW
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The undersigned hereby tenders to Outsource International, Inc., a
Florida corporation ("Outsource"), the above-described options to purchase
shares of common stock of Outsource having an exercise price of at least $10.00
per share, pursuant to your offer to cancel such options for an amount payable
in cash, upon the terms and subject to the conditions set forth in the offer to
cancel, receipt of which is hereby acknowledged, and in this letter of
transmittal, which together constitute the "offer."
Subject to, and effective upon, acceptance for cancellation of and
cancellation of the options tendered herewith in accordance with the terms and
subject to the conditions of the offer (including, if the offer is extended or
amended, the terms and conditions of any such extension or amendment), the
undersigned hereby sells, assigns and transfers to, or upon the order of,
Outsource all right, title and interest in and to all the options that are being
tendered hereby and orders the cancellation of all such options.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender the options tendered hereby and that, when
and to the extent the same are accepted for cancellation by Outsource, such
options will be free and clear of all security interests, liens, restrictions,
charges, encumbrances, conditional sales agreements or other obligations
relating to the sale or transfer thereof, and the same will not be subject to
any adverse claims. The undersigned will, upon request, execute and deliver any
additional documents deemed by Outsource to be necessary or desirable to
complete the cancellation of the options tendered hereby.
All authority herein conferred or agreed to be conferred shall not be
affected by, and shall survive the death or incapacity of the undersigned, and
any obligation of the undersigned hereunder shall be binding upon the heirs,
personal representatives, successors and assigns of the undersigned. Except as
stated in the offer, this tender is irrevocable.
By execution hereof, the undersigned understands that tenders of
options pursuant to the procedure described in Section 2 of the offer to cancel
and in the instructions hereto will constitute the undersigned's acceptance of
the terms and conditions of the offer. Outsource's acceptance for cancellation
of options tendered pursuant to the offer will constitute a binding agreement
between the undersigned and Outsource upon the terms and subject to the
conditions of the offer. The undersigned acknowledges that no interest will be
paid on any or all of the cash amount payable for tendered options regardless of
when payment of any portion of the cash amount is made or any delay in making
any cash payment.
The undersigned understands that all options properly tendered prior to
the expiration date and not properly withdrawn will be canceled, upon the terms
and subject to the conditions of the offer.
Unless otherwise indicated under "Special Payment Instructions," please
issue the check or checks for each portion of the cash amount payable for all
options canceled, and/or return any options not accepted for cancellation, in
the name(s) of the undersigned. Similarly, unless otherwise indicated under
"Special Delivery Instructions," please mail the check or checks for each
portion of the cash amount payable for all options canceled and/or return any
option agreements evidencing options not accepted for cancellation (and
accompanying documents, if any, as appropriate) to the undersigned at the
address shown below the undersigned's signature(s). If "Special Payment
Instructions" and/or "Special Delivery Instructions" are completed, please issue
the check or checks and/or return any option agreements evidencing options not
accepted for cancellation in the name(s) of, and mail said check and/or any
option agreements to, the person(s) so indicated.
The undersigned recognizes that, under certain circumstances set forth
in the offer to cancel, Outsource may terminate or amend the offer or may
postpone the acceptance for cancellation of, or the cancellation of and payment
for, options tendered. In any such event, the undersigned understands that the
options delivered herewith but not accepted for cancellation will be returned to
the undersigned at the address indicated below, unless otherwise indicated under
the "Special Payment Instructions" or "Special Delivery Instructions" below. The
undersigned recognizes that Outsource has no obligation, pursuant to the
"Special Payment Instructions," to transfer any options from the name of the
registered holder(s) thereof, if Outsource does not accept for cancellation any
of the options so tendered.
This letter of transmittal is to be used by the undersigned only if the
options are to be physically delivered to you herewith.
THE OFFER IS NOT BEING MADE TO (NOR WILL TENDERS OF OPTIONS BE ACCEPTED
FROM OR ON BEHALF OF) HOLDERS IN ANY JURISDICTION IN WHICH THE MAKING OR
ACCEPTANCE OF THE OFFER WOULD NOT BE IN COMPLIANCE WITH THE LAWS OF SUCH
JURISDICTION.
All capitalized terms used herein and not defined shall have the
meaning ascribed to them in the offer to cancel.
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The undersigned has read, understands, and agrees to all of the terms
of the offer.
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SPECIAL PAYMENT INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1 AND 4) (SEE INSTRUCTIONS 1 AND 4)
To be completed ONLY if the check for the cash amount To be completed ONLY if the check for the cash
payable in respect of options accepted for amount payable in respect of options accepted for
cancellation and/or option agreements evidencing cancellation and/or option agreements evidencing
options not accepted for cancellation are to be options not accepted for cancellation are to be
issued in the name of someone other than the mailed to someone other than the
undersigned. undersigned.
Issue: [ ] check(s) and/or [ ] option agreement(s) to: Deliver: [ ] check(s) and/or [ ] option agreement(s) to:
Name: Name:
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(Please Print) (Please Print)
Address: Address:
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(Include Zip Code) (Include Zip Code)
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(Taxpayer Identification or Social Security No.) (Taxpayer Identification or Social Security No.)
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IMPORTANT
SIGN HERE
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Signature(s) of Optionholder(s)
Dated: , 2000
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(Must be signed by registered optionholder(s) exactly as name(s) appear(s) on the option agreement(s) evidencing the options
to be tendered.)
Name(s): ------------------------------------------------------------------------------------------------------------------
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(please type or print)
Capacity (full title): -----------------------------------------------------------------------------------------------------
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Address: -------------------------------------------------------------------------------------------------------------------
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(Include Zip Code)
Area Code and Telephone No.: -----------------------------------------------------------------------------------------------
Taxpayer Identification or Social Security No.: ----------------------------------------------------------------------------
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INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. DELIVERY OF LETTER OF TRANSMITTAL AND OPTIONS. This letter of
transmittal is to be used if the option agreements evidencing options to be
tendered are to be forwarded herewith. Option agreements evidencing options to
be tendered, as well as a properly completed and duly executed letter of
transmittal (or facsimile thereof) and any other documents required by this
letter of transmittal, must be received by Outsource at our address set forth on
the front cover of this letter of transmittal on or prior to 12:00 midnight.,
New York City time, on the expiration date (as defined in the offer to cancel).
THE METHOD OF DELIVERY OF OPTIONS AND ALL OTHER REQUIRED DOCUMENTS IS
AT THE OPTION AND RISK OF THE TENDERING OPTIONHOLDER. IF THE OPTION AGREEMENTS
EVIDENCING OPTIONS TO BE TENDERED ARE SENT BY MAIL, REGISTERED MAIL WITH RETURN
RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT
TIME SHOULD BE ALLOWED TO ASSURE DELIVERY.
Tenders of options made pursuant to the offer may be withdrawn at any
time prior to the expiration date. Thereafter, such tenders are irrevocable,
except that they may be withdrawn after November 28, 2000 unless they have been
previously accepted for cancellation as provided in the offer to cancel. If we
extend the period of time during which the offer is open, we are delayed in
accepting for cancellation or paying the cash amount for options or we are
unable to accept for cancellation or pay for options pursuant to the offer for
any reason, then, without prejudice to our rights under the offer, we may retain
all options tendered, and such options may not be withdrawn except as otherwise
provided in Section 3 of the offer to cancel, subject to Rule 13e-4(f)(5) under
the Exchange Act, which provides that the issuer making the tender offer shall
either pay the consideration offered, or return the tendered securities promptly
after the termination or withdrawal of the tender offer. To be effective, a
written or facsimile transmission notice of withdrawal must be timely received
by us at our address set forth on the front cover of this letter of transmittal
and must specify the name of the person who tendered the options to be withdrawn
and the number of options to be withdrawn. Withdrawals may not be rescinded, and
options withdrawn will thereafter be deemed not validly tendered for purposes of
the offer. However, withdrawn options may be retendered by again following one
of the procedures described in Section 2 of the offer to cancel at any time
prior to the expiration date.
No alternative or contingent tenders will be accepted. By executing
this letter of transmittal (or a facsimile thereof), the tendering optionholder
waives any right to receive any notice of the acceptance for cancellation of the
options. No partial tenders will be accepted by Outsource. The undersigned must
tender all of his or her options or none of his or her options.
2. INADEQUATE SPACE. If the space provided herein is inadequate, the
information requested by the first table in this letter of transmittal regarding
which options are to be tendered should be provided on a separate schedule
attached hereto.
3. SIGNATURES ON THIS LETTER OF TRANSMITTAL. If this letter of
transmittal is signed by the registered holder(s) of the options, the
signature(s) must correspond with the name(s) as written on the face of the
option agreement(s) without alteration, enlargement or any change whatsoever.
If any of the options to be tendered are held of record by two or more
persons, all such persons must sign this letter of transmittal. If any of the
options tendered are registered in different names or are subject to different
option agreements evidencing the options, it will be necessary to complete, sign
and submit as many separate letters of transmittal as there are different
registrations or option agreements.
If this letter of transmittal is signed by a trustee, executor,
administrator, guardian, attorney-in-fact, officer of a corporation or other
person acting in a fiduciary or representative capacity, such person should so
indicate when signing, and proper evidence satisfactory to us of the authority
of such person so to act must be submitted with this letter of transmittal.
4. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If options accepted for
cancellation are to be made in the name of, and/or any options not tendered or
not canceled are to be returned to, a person other than the person(s) signing
this letter of transmittal or if payment of the cash amount for tendered and/or
any option agreements evidencing options not accepted for cancellation are to be
mailed to someone other than the person(s) signing this letter of transmittal or
to an address other than that shown above in the box captioned "Description of
Options Tendered," then the boxes captioned "Special Payment Instructions"
and/or "Special Delivery Instructions" on this letter of transmittal should be
completed.
5. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Any questions or
requests for assistance, as well as requests for additional copies of the offer
to cancel or this letter of transmittal may be directed to Joseph C. Wasch, our
General Counsel and Director of Investor Relations, at the address and telephone
number given on the front cover of this letter of transmittal. Copies will be
furnished promptly at our expense.
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6. IRREGULARITIES. All questions as to the cash amount payable, the
form of documents and the validity, eligibility (including time of receipt) and
acceptance of any tender of options will be determined by us, in our sole
discretion, and our determination shall be final and binding on all parties. We
reserve the absolute right to reject any or all tenders of options that we
determine are not in proper form or the acceptance for cancellation of or
cancellation of options that may, in the opinion of our counsel, be unlawful. We
also reserve the absolute right to waive any of the conditions to the offer or
any defect or irregularity in any tender of options and our interpretation of
the terms and conditions of the offer (including these instructions) shall be
final and binding on all parties. Unless waived, any defects or irregularities
in connection with tenders must be cured within such time as we shall determine.
Neither Outsource nor any other person shall be under any duty to give notice of
any defect or irregularity in tenders, nor shall we or any other person incur
any liability for failure to give any such notice. Tenders will not be deemed to
have been made until all defects and irregularities have been cured or waived.
7. STOLEN, DESTROYED OR MUTILATED OPTION AGREEMENTS EVIDENCING
OPTIONS. If option agreements evidencing options to be tendered have been lost,
stolen, destroyed or mutilated, you must complete the box captioned "Description
of Options Tendered" on the letter of transmittal, indicating the number of
options subject to the lost, stolen, destroyed or mutilated option agreement(s).
You must then contact us to ascertain the steps that must be taken in order to
replace the option agreements evidencing options. In order to avoid delay, you
should contact us.
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR A FACSIMILE COPY THEREOF)
TOGETHER WITH ALL OTHER REQUIRED DOCUMENTS MUST BE RECEIVED BY US, ON OR PRIOR
TO 12:00 MIDNIGHT, NEW YORK CITY TIME, ON THE EXPIRATION DATE (AS DEFINED IN THE
OFFER TO CANCEL).
8. IMPORTANT TAX INFORMATION. You should refer to Section 11 of the
offer to cancel which contains important tax information.
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