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SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): MARCH 21, 2000
METAMOR WORLDWIDE, INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
0-26970 76-0407849
(Commission File Number) (I.R.S. Employer Identification No.)
FIVE POST OAK PARK
4400 POST OAK PARKWAY, SUITE 1100
HOUSTON, TEXAS 77027-3413
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (713) 548-3400
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ITEM 5. OTHER EVENTS
On March 21, 2000, Metamor Worldwide, Inc. ("Metamor") entered into an
Agreement and Plan of Merger (the "Agreement") with PSINet Inc. ("PSINet") and
PSINet Shelf IV Inc. Pursuant to terms of the Agreement, each share of Metamor
common stock will be exchanged for 0.9 of one share of PSINet common stock upon
closing of the merger. Completion of the transaction is subject to a number of
conditions, including approval of the proposed merger by PSINet and Metamor
stockholders and receipt of certain regulatory approvals. The transaction is
expected to be completed by mid-2000.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
EXHIBIT NO. DESCRIPTION
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2.1 Agreement and Plan of Merger dated March 21, 2000
99.1 Press release issued March 22, 2000
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
METAMOR WORLDWIDE, INC.
(Registrant)
Dated: March 27, 2000 By: /s/ EDWARD L. PIERCE
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Edward L. Pierce
Executive Vice President and
Chief Financial Officer
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INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
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2.1 Agreement and Plan of Merger dated March 21, 2000
99.1 Press release issued March 22, 2000