Offer to Purchase for Cash
All of the Outstanding Shares of
Common Stock
of
Official Payments Corporation
at
$3.00 net per share
by
Kingfish Acquisition Corporation
A wholly-owned subsidiary of
Tier Technologies, Inc.
The Offer and withdrawal rights
will expire at 5:00 p.m., New York City time,
on Tuesday, July 9, 2002 unless the Offer is extended.
To: Brokers, Dealers, Commercial Banks,
Trust, Companies and Other Nominees:
We are asking you to contact your clients for whom you hold shares of
Common Stock (the "Shares") of Official Payments Corporation, a Delaware
corporation (the "Company"). Please bring to their attention as promptly as
possible the offer being made by Kingfish Acquisition Corporation (the
"Purchaser"), a Delaware corporation and a wholly-owned subsidiary of Tier
Technologies, Inc., a California corporation ("Tier"), to purchase all of the
outstanding Shares, at a purchase price of $3.00 per Share net to the seller in
cash, upon the terms and subject to the conditions set forth in the Offer to
Purchase dated June 11, 2002 (the "Offer to Purchase") and in the related
Letter of Transmittal (which, together with any amendments or supplements
thereto, collectively constitute the "Offer").
Enclosed for your information and for forwarding to your clients, for
whose account you hold Shares registered in your name or in the name of your
nominee, or hold Shares registered in their own names, are copies of the
following documents:
1. The Offer to Purchase dated June 11, 2002;
2. The Letter of Transmittal to be used in accepting the Offer. Facsimile
copies of the Letter of Transmittal may be used to accept the Offer;
3. A printed form of letter which may be sent to your clients for whose
account you hold Shares in your name or in the name of your nominee,
with space provided for obtaining the client's instructions with
regard to the Offer;
4. A Notice of Guaranteed Delivery to be used to accept the Offer if
certificates for Shares are not immediately available or if the
procedure for book-entry transfer cannot be completed on a timely
basis;
5. Letter from the Company with attached Schedule 14D-9 (without
exhibits); and
6. Guidelines of the Internal Revenue Service for certification of
Taxpayer Identification Number on Substitute Form W-9.
The board of directors of the Company has unanimously determined that the
Merger Agreement and the transactions contemplated thereby, including the Offer
and the Merger are advisable, fair to, and in the best interest of, the
Company's stockholders and has approved the Merger Agreement and the
transactions contemplated thereby, including the Offer and the Merger and
unanimously recommends that the Company's stockholders accept the Offer and
tender their Shares pursuant thereto.
We are asking you to contact your clients for whom you hold Shares
registered in your name (or in the name of your nominee) or who hold Shares
registered in their own names. Please bring the Offer to their attention as
promptly as possible. The Purchaser will not pay any fees or commissions to any
broker or dealer or any other person (other than the Information Agent) for
soliciting tenders of Shares pursuant to the Offer. You will be reimbursed by
the Purchaser for customary mailing expenses incurred by you in forwarding any
of the enclosed materials to your clients. The Purchaser will pay or cause to
be paid any stock transfer taxes payable on the sale and transfer of Shares to
it or its order, except as otherwise provided in Instruction 6 of the Letter of
Transmittal.
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 5:00 p.m., New York City time, on Tuesday, July 9, 2002 unless the
Offer is extended.
In order to take advantage of the Offer, (1) a duly executed and properly
completed Letter of Transmittal, and, if necessary, any other required
documents should be sent to the Depositary and (2) either certificates
representing the tendered Shares should be delivered to the Depositary, or the
Shares should be tendered by book-entry transfer into the Depositary's account
at one of the book-entry transfer facilities (as defined 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 certificates or other required documents to the Depositary before
the expiration of the Offer 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 2 of the Offer to Purchase.
Any inquiries you may have with respect to the Offer should be addressed
to the Information Agent at the address and telephone number set forth on the
back cover page of the Offer to Purchase.
Additional copies of the above documents may be obtained from the
Information Agent, at the address and telephone number set forth on the back
cover of the Offer to Purchase.
Very truly yours,
KINGFISH ACQUISITION CORPORATION
Nothing contained herein or in the enclosed documents shall constitute you
or any person the agent of the Purchaser, Tier, the Company or the Depositary,
or as agent of any affiliate of any of them, or authorize you or any other
person to make any statements on behalf of any of them with respect to, or use
any document in connection with, the Offer, except for statements expressly
made in the Offer to Purchase or the Letter of Transmittal and the documents
included herewith.