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SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 10, 1999
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 January 10, 1999, Metamor Worldwide, Inc.
(the "Company") entered into an Agreement and Plan of Reorganization with SPR
Inc. ("SPR"). The transaction will be structured as a tax-free merger and
accounted for as a pooling-of-interest. Each share of SPR's common stock will be
exchanged for 0.8 of a share of the Company's common stock. The merger, subject
to regulatory and shareholder approvals, is expected to close in April 1999.
In addition, the Company has rescinded its stock repurchase
program.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
99.1 Press release issued January 11, 1999.
SIGNATURE
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: January 15, 1999 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
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99.1 Press release issued January 11, 1999.