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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): JULY 8, 1998
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 2. ACQUISITION OR DISPOSITION OF ASSETS
On July 8, 1998, pursuant to the terms of a Stock Purchase Agreement
by and among Metamor Worldwide, Inc. ("Metamor Worldwide") and The Corporate
Services Group PLC, an international staffing firm based in the United Kingdom
("Corporate Services"), Corporate Services purchased all of the outstanding
shares of stock of the CORESTAFF Services group of Metamor Worldwide, its
staffing services business ("CORESTAFF Services"). The estimated after-tax
proceeds from the sale of approximately $200 million were used to pay down
borrowings under Metamor Worldwide's senior revolving credit facility. The
purchase price for CORESTAFF Services was determined as a result of direct
negotiations between Metamor Worldwide and Corporate Services.
CORESTAFF Services provides office support, light industrial and
specialized services to local, regional and national customers through more
than 100 offices in 18 states. CORESTAFF Services generated $478 million in
revenues in 1997, or 47 percent of Metamor Worldwide's consolidated revenues,
and accounted for 34 percent of its 1997 operating income.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
2 Stock Purchase Agreement dated as of June 8, 1998 by
and among Metamor Worldwide, Inc., a Delaware
corporation, and The Corporate Services Group PLC, an
England and Wales corporation.
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: July 21, 1998 By: /S/ Edward L. Pierce
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Edward L. Pierce
Chief Financial Officer, Senior Vice
President and Assistant Secretary
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INDEX TO EXHIBITS
Exhibit No. Description
2 Stock Purchase Agreement dated as of June 8, 1998 by
and among Metamor Worldwide, Inc., a Delaware
corporation, and The Corporate Services Group PLC, an
England And Wales corporation.