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Non-Tech : CORESTAFF (CSTF), now MMWW
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To: Dave Kahn who wrote (197)11/3/1999 12:58:00 AM
From: Glenn Petersen  Read Replies (1) of 257
 
Assuming that the overallotment option is exercised, MMWW will own 40,005,048 shares of XPDR subsequent to the IPO. There are currently 34,254,000 MM shares of MMWW outstanding, which means that each MMWW share is backed by 1.17 share of XPDR.

Assuming they get IRS approval, it is MMWW's intent to distribute the remainder of its Xpedior shares to its shareholders during the year 2000. From the S-1:

RELATIONSHIP WITH METAMOR

We are currently a subsidiary of Metamor Worldwide (Nasdaq: MMWW). After the completion of this offering, Metamor will own approximately 83% of our outstanding common stock, or approximately 80% if the underwriters exercise their over-allotment option in full. Metamor has announced that in 2000 it plans to distribute all of its shares of Xpedior common stock to its stockholders. Metamor expects to accomplish this distribution through one of the following:

- Split-Off. An exchange offer by Metamor in which holders of Metamor's common stock would be invited to tender their shares in exchange for shares of our common stock; or

- Spin-Off. A pro rata distribution by Metamor of its shares of our common stock to holders of Metamor's common stock; or

- Combined Split-Off/Spin-Off. A combination of the above transactions.

Metamor has the sole discretion to determine the timing, structure and all terms of its distribution of our common stock. We have agreed to cooperate with Metamor in all respects to complete the divestiture because we believe that our complete separation from Metamor will enhance our ability to pursue our business strategy. Metamor intends to seek a private letter ruling from the IRS that the istribution of its shares of Xpedior common stock to its stockholders would be tax-free to Metamor and its stockholders for U.S. federal income tax purposes. We cannot assure you that the IRS will provide Metamor with a favorable ruling. While it expects to do so, Metamor is not obligated to complete the divestiture.
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