Mr. P$$K,
Glad to see you back in full Force. Is XPDR/MMWR too good to be true? look what i just found:
Dear Investor,
Metamor Worldwide recently completed its third and final strategic
initiative for 1999 with the initial public offering of 20% ownership in the
company's eBusiness subsidiary, Xpedior. As previously announced, Metamor
intends to distribute its remaining ownership of Xpedior to Metamor
shareholders in the second half of 2000.
My office has received far more requests regarding the Xpedior IPO and what
it means to Metamor shareholders than I could possibly respond to
individually. In order to answer some of the questions that have been asked
repeatedly, I have come up with this "frequently asked questions" document.
Should you still have questions after reading this document, please contact
my office again.
Q. How many shares of Xpedior will Metamor shareholders
receive?
A. There are three methods of distribution outlined in
Xpedior's prospectus. The first method described is a "spin-off" or straight
pro-rata distribution of Xpedior shares. The second method is a "split-off"
or exchange of Metamor shares for Xpedior shares. The final method
contemplated is a combination of a split-off and a spin-off. Please
reference the Xpedior prospectus for a discussion of the distribution
methods.
A straight pro-rata distribution (spin-off) is only one
method Metamor could use to distribute its ownership of Xpedior to Metamor
shareholders. However, since there is so much interest in this method of
distribution, below is an example of how to calculate the number of Xpedior
shares to be distributed or offered for exchange.
To calculate the approximate number of Xpedior shares
distributed for each Metamor share owned, two numbers are needed.
40,005,048
Shares of Xpedior owned by Metamor
34,200,000
Approximate number of shares of Metamor outstanding as of
9/30/99
By dividing the Xpedior shares Metamor owns by the number of
Metamor shares outstanding, we see that Metamor shareholders would receive
approximately 1.17 Xpedior shares for each share of Metamor owned. Please
note Metamor's total number of shares outstanding will vary.
Also, you can calculate the ratio with or without the
effects of the company's convertible notes. On a fully diluted basis,
assuming conversion of the convertible debt, the total number of Metamor
Worldwide shares outstanding as of 9/30/99 would be 39,660,000, and
accordingly the number of Xpedior shares that could be distributed for each
Metamor share would approximate 1.01.
When will the distribution occur?
The distribution or exchange of Xpedior shares is subject to a
favorable tax ruling by the IRS and approval by the Metamor board of
directors. Subject to these conditions, we expect the distribution to occur
some time in the second half of 2000. At this time, we do not have a more
specific date for the anticipated distribution.
Q. What is the date of record for the distribution?
When do I have to be an owner of Metamor to take part in the
Xpedior distribution?
There is no date of record set at this time for the distribution.
All holders of Metamor common stock on the record date will be eligible to
participate in the distribution or exchange, as the case may be. The date of
record will be announced before any distribution or exchange actually
occurs.
Is the distribution certain?
Again, I encourage you to look at the discussion of the distribution
in Xpedior's prospectus. The company has indicated its intention to
distribute its stake in Xpedior; however, there are scenarios where it would
not make sense to do so. For example, if the IRS does not give the
distribution tax-free status, Metamor would not distribute the shares.
I sincerely hope this message has given you the information you need. Should
you have additional questions, or perhaps need to request an investor kit,
please contact my office.
Thank you for your interest in Metamor Worldwide, Inc.
Sincerely,
Kyle Leak |
