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ADMINISTAFF ANNOUNCES PLAN TO REPURCHASE SHARES
CONCURRENT WITH EXERCISE OF WARRANT BY AMERICAN EXPRESS
HOUSTON, TX – February 20, 2001 -
Administaff, Inc. (NYSE: ASF), the nation’s leading Professional
Employer Organization (PEO), today announced its agreement with
American Express Travel Related Services Company, Inc. to purchase,
at American Express’ option, up to 800,000 shares of Administaff
common stock held by American Express, subject to certain conditions.
Those conditions include American Express exercising up to 800,000
warrants to purchase Administaff common stock at a strike price
of $20 a share. If both transactions are completed, American Express
will retain its current five percent equity stake in Administaff.
The price per share that Administaff will pay
to American Express to repurchase the shares will be 99 percent
of the average of the closing sales prices of an Administaff share
over a twenty trading-day period, of which the first ten trading
days end on Feb. 16, 2001 and the second ten trading days commence
on Feb. 20.
American Express acquired the warrants when
it entered into a strategic marketing alliance with Administaff
in March 1998. At that time, American Express paid $17.7 million
to purchase 1,386,252 shares (approximately five percent) of Administaff
common stock along with warrants to purchase approximately four
million additional shares (up to an additional 14.9 percent). Strike
prices for those warrants range from $20 to $40, and terms range
from three years to seven years.
All stock prices and numbers of shares reported
in this news release take into account the two-for-one split of
Administaff’s common stock that occurred on Oct. 16, 2000.
About American Express
American Express Company (www.americanexpress.com) is a diversified
worldwide financial, travel and network services provider founded
in 1850. It is a leader in charge and credit cards, Travelers Cheques,
travel, financial planning, investment products, insurance and international
and online banking. For more information on American Express, visit
www.americanexpress.com.
About Administaff
Administaff is a leading personnel management company that serves
as a full-service human resources department for small and medium-sized
businesses throughout the United States. With 1999 revenues of $2.3
billion, Administaff ranks No. 615 on the Fortune 1000 list. The
company also is included for the second consecutive year on Fortune’s
list of "America’s Most Admired Companies" and for
the third consecutive year on the Information Week 500 list of leading
information technology innovators.
Administaff’s Personnel Management System
includes employment administration, benefits management, government
compliance, recruiting and selection, employer liability management,
training and development, performance management and owner support.
These core services are complemented by an eBusiness strategy that
includes Administaff Assistant®, an eService platform that provides
clients and worksite employees with information and resources to
help maximize the benefit of their Administaff services; and bizzportSM,
an eCommerce portal that features value-added products and services
from best-of-class providers such as American Express, Aon Enterprise,
AT&T, Bank One, Best Upon Request, Continental Airlines, CorporateGifts.com,
Dell, Forrester Research, FTD.COM, IBM, MovingStation, Spiegel,
Virtual Growth and Works.com.
Administaff has 32 sales offices in 17 major
markets. For additional information, visit the company’s web
site at www.administaff.com.
(Note: The statements contained in this press
release that are not historical facts are forward-looking statements
that involve a number of risks and uncertainties. Therefore, the
actual results of future events described in such forward-looking
statements could differ materially from those stated in such forward-looking
statements. Among the factors that could cause actual results to
differ materially are: (i) regulatory and tax developments; (ii)
changes in Administaff’s direct costs and operating expenses;
(iii) the estimated costs and effectiveness of capital projects
and investments in technology and infrastructure; (iv) Administaff’s
ability to effectively implement its eBusiness strategy; (v) the
effectiveness of Administaff’s sales and marketing efforts,
including the company’s marketing arrangements with other companies;
and (vi) changes in the competitive environments in the PEO industry.
These factors are described in further detail in Administaff’s
filings with the Securities and Exchange Commission.)
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