1
EXHIBIT (a)(3)
TEAM AMERICA CORPORATION
NOTICE OF GUARANTEED DELIVERY
FOR
TENDER OF SHARES OF COMMON STOCK
(NOT TO BE USED FOR SIGNATURE GUARANTEES)
This Notice of Guaranteed Delivery or one substantially equivalent
hereto must be used to accept the Offer (as defined below) if certificates
representing shares of common stock, no par value (the "Shares"), of TEAM
America Corporation, an Ohio corporation (the "Company"), are not immediately
available or time will not permit all required documents to reach National City
Bank (the "Depositary") on or prior to the Expiration Time (as defined in the
Offer to Purchase), or the procedures for delivery by book-entry transfer cannot
be completed on a timely basis. This Notice of Guaranteed Delivery may be
delivered by hand or sent by facsimile transmission or mail to the Depositary.
See Section 3 of the Offer to Purchase.
The Depositary for the Offer is:
NATIONAL CITY BANK
By Mail: By Hand/Overnight Delivery:
National City Bank, Depositary National City Bank, Depositary
P.O. Box 94720 Corporate Trust Operations
Cleveland, Ohio 44101-4720 Third Floor-North Annex
4100 West 150th Street
Cleveland, Ohio 44135-1385
By Facsimile Transmission
(For Eligible Institutions Only):
(216) 252-9163
Confirm Facsimile Transmission by Telephone:
(800) 622-6757
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN
AS SET FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE TRANSMISSION
TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
This Notice of Guaranteed Delivery is not to be used to guarantee
signatures. If a signature on a Letter of Transmittal is required to be
guaranteed by an "Eligible Institution" under the instructions thereto, such
signature guarantee must appear in the applicable space provided in the
signature box on the Letter of Transmittal.
2
Ladies and Gentlemen:
The undersigned hereby tenders to TEAM America Corporation, an Ohio
corporation (the "Company"), upon the terms and subject to the conditions set
forth in the Offer to Purchase, dated November 30, 2000 (the "Offer to
Purchase"), and in the related Letter of Transmittal (which collectively,
together with the Offer to Purchase and any amendments or supplements thereto,
constitute the "Offer"), receipt of each of which is hereby acknowledged, the
number of Shares indicated below pursuant to the guaranteed delivery procedures
set forth in Section 3 of the Offer to Purchase.
- --------------------------------------------------------------------------------
Number of Shares:
---------------------------------------
Certificate No(s). (if available):
---------------------
Account Number:
----------------------------------------
Date: Area Code and Telephone Number(s):
------------------------ -------------
Name(s) of Record Holder(s): Signature(s):
----------------------- ---------------
(Please Print)
Address(es):
---------------------------------------
(Zip Code)
- --------------------------------------------------------------------------------
THE GUARANTEE BELOW MUST BE COMPLETED
- --------------------------------------------------------------------------------
GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a firm that is a bank, broker, dealer, credit union,
savings association or other entity that is a member in good standing of the
Securities Transfer Agents Medallion Program, hereby guarantees to deliver to
the Depositary at one of its addresses set forth above either the certificates
representing all tendered Shares, in proper form for transfer, a Book-Entry
Confirmation (as defined in the Offer to Purchase), together with a properly
completed and duly executed Letter of Transmittal (or facsimile thereof), with
any required signature guarantees, or, in the case of book-entry delivery of
Shares, an Agent's Message (as defined in the Offer to Purchase), and any other
documents required by the Letter of Transmittal within three NASDAQ SmallCap
Market trading days after the date of execution of this Notice of Guaranteed
Delivery. A "NASDAQ SmallCap Market trading day" is any day on which the NASDAQ
SmallCap Market is open for business.
Name of Firm:
-------------------------------------------------------------------
Authorized Signature
Address: Name:
--------------------- -----------------------------
(Zip Code) (Please type or print)
Title:
- ------------------------------------ ----------------------------
Area Code and Telephone No.: Date: , 2000
-------- -----------------------
NOTE: DO NOT SEND CERTIFICATES FOR SHARES WITH THIS NOTICE OF GUARANTEED
DELIVERY. CERTIFICATES FOR SHARES SHOULD BE SENT WITH YOUR LETTER OF
TRANSMITTAL.
- --------------------------------------------------------------------------------
2