<PAGE> 1
SCHEDULE 14A INFORMATION
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by Registrant [x]
Filed by a Party other than Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)-(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
CORESTAFF, INC.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth
the amount on which the filing fee is calculated and state how it was
determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Dated Filed:
<PAGE> 2
[CORESTAFF LOGO] Michael T. Willis
President and CEO
February 17, 1998
Dear Fellow Stockholder:
You are cordially invited to attend a Special Meeting of Stockholders
of CORESTAFF, Inc. to be held at 9:00 a.m. Houston time on Thursday, March 19,
1998, at its corporate offices located at 4400 Post Oak Parkway, Suite 1130,
Houston, Texas. Your Board of Directors and Executive Officers look forward to
personally greeting those stockholders able to attend.
The matters to be acted on at the meeting are set forth in the
accompanying Notice of Special Meeting and Proxy Statement. It is important
that your shares be represented at the meeting. Please sign, date and mail the
enclosed proxy in the envelope provided at your earliest convenience.
Sincerely,
Michael T. Willis
Chairman of the Board,
Chief Executive Officer and
President
4400 Post Oak Parkway, Suite 1130
Houston, Texas 77027-3413
Telephone 713-548-3400
<PAGE> 3
[CORESTAFF LOGO]
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD MARCH 19, 1998
TO THE STOCKHOLDERS:
NOTICE IS HEREBY GIVEN that a Special Meeting of Stockholders of
CORESTAFF, Inc. (the "Company") will be held at the offices of the Company,
which are located at 4400 Post Oak Parkway, Suite 1130, Houston, Texas, at 9:00
a.m. Houston time on Thursday, March 19, 1998, to approve an amendment to the
Company's Certificate of Incorporation to change the name of the Company to
Metamor Worldwide, Inc. and to transact such other business that may properly
come before the Meeting or any adjournment(s) thereof.
Holders of record of the Company's common stock at the close of
business on February 16, 1998, are entitled to notice of and to vote at the
Meeting or any adjournment(s) thereof. The voting stock of the Company should
be represented as fully as possible at the Meeting. Therefore, it would be
appreciated if you would sign, date and return the enclosed proxy as soon as
possible. You may, of course, change or withdraw your proxy at any time prior
to the voting at the Meeting. However, signing and returning the proxy will
assure your representation at the Meeting.
By Order of the Board of Directors,
PETER T. DAMERIS
General Counsel, Senior Vice President and
Secretary
Houston, Texas
February 17, 1998
YOUR VOTE IS IMPORTANT
TO SECURE THE LARGEST POSSIBLE REPRESENTATION AT THE MEETING
AND SAVE THE EXPENSE OF A SECOND MAILING, PLEASE SIGN, DATE
AND MAIL YOUR PROXY PROMPTLY IN THE ENCLOSED ENVELOPE,
WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.
<PAGE> 4
[CORESTAFF LOGO]
4400 Post Oak Parkway
Suite 1130
Houston, Texas 77027
PROXY STATEMENT
SPECIAL MEETING OF STOCKHOLDERS
---------------
The enclosed proxy is solicited by and on behalf of the Board of
Directors of CORESTAFF, Inc. (the "Company") to be used at a Special Meeting of
Stockholders (the "Meeting") to be held at the offices of the Company, which are
located at 4400 Post Oak Parkway, Suite 1130, Houston, Texas, at 9:00 a.m.
Houston time on Thursday, March 19, 1998. This Proxy Statement and the related
proxy are to be first sent or given to the stockholders of the Company on or
about February 17, 1998. Each properly executed proxy received at or before the
Meeting on March 19, 1998, will be voted at the Meeting as specified therein.
If a stockholder does not specify otherwise, the shares represented by his or
her proxy will be voted FOR the amendment to the Amended and Restated
Certificate of Incorporation of CORESTAFF, Inc. (the "Certificate of
Incorporation"). The shares held by each stockholder who signs and returns the
enclosed proxy will be counted for purposes of determining the presence of a
quorum at the Meeting unless such proxy is timely revoked. A majority of the
shares entitled to be cast on a particular matter, present in person or
represented by proxy, constitutes a quorum as to such matter. Votes cast by
proxy or in person at the Meeting will be counted by the person appointed by the
Company to act as election inspector for the Meeting. Any stockholder giving a
proxy may revoke it at any time provided written notice of such revocation is
received by the Secretary of the Company before such proxy is voted; otherwise,
if received in time, properly completed proxies will be voted at the Meeting in
accordance with the instructions specified thereon. Stockholders attending the
Meeting may revoke their proxies and vote in person.
The affirmative vote of the holders of a majority of the outstanding
shares of Common Stock is required to approve the amendment to the Certificate
of Incorporation. Abstentions and broker-nonvotes (i.e., shares represented at
the meeting held by brokers or nominees as to which (i) instructions have not
been received from the beneficial owners or persons entitled to vote, or (ii)
the broker nominee does not have discretionary voting power on the particular
matter) will have the effect of a vote against the proposal.
The Board of Directors has established February 16, 1998, as the record
date (the "Record Date") for determination of stockholders entitled to notice of
and to vote at the Meeting. Only holders of record of the Company's common
stock, $.01 par value per share ("Common Stock"), at the close of business on
the Record Date will be entitled to vote at the Meeting. Each share of Common
Stock is entitled to one vote on each matter submitted to a vote of the
stockholders at the Meeting. On the Record Date, 31,898,758 shares of Common
Stock and 440,749 shares of Class B Non- Voting Common Stock, the only other
class of capital stock of the Company outstanding, were issued and outstanding.
<PAGE> 5
APPROVAL OF AMENDMENT TO
CERTIFICATE OF INCORPORATION
The Board of Directors has approved, and recommends the adoption by the
Company's stockholders of, an amendment to the Certificate of Incorporation to
change the Company's corporate name from "CORESTAFF, Inc." to "Metamor
Worldwide, Inc." If the stockholders approve the amendment, the Certificate of
Incorporation will be amended by filing the amendment with the Secretary of
State of Delaware and the name of the Company will be Metamor Worldwide, Inc.
The Company expects the name change to be effective shortly after stockholder
approval. The Board of Directors recommends a vote "FOR" adoption by the
stockholders of the amendment to the Certificate of Incorporation.
Through a combination of acquisitions and substantial internal growth, the
Company has become one of the largest information technology ("IT") services
and staffing firms in the United States. The Company provides a broad range of
IT and staffing services to a diverse client base through its network of more
than 150 branch offices. The Company was incorporated in July 1993 and focused
on building a diversified staffing services business. More recently, the
Company has acquired businesses in the IT services sector. The Board of
Directors believes the name Metamor Worldwide more clearly reflects the
evolution of the Company into a broad-based, world-class IT and staffing
services enterprise. The Company believes that it is well positioned to
capitalize on the anticipated global growth in the IT services sector due to
its size, geographic breadth, industry experience and expertise in providing a
wide range of IT services.
AVAILABILITY OF ANNUAL REPORT ON FORM 10-K
Copies of the Company's Annual Report to Stockholders or its Annual Report
on Form 10-K for the fiscal year ended December 31, 1996, as filed with the
Securities and Exchange Commission, are available without charge to
stockholders upon written request to Investor Relations, CORESTAFF, Inc., 4400
Post Oak Parkway, Suite 1130, Houston, Texas 77027.
OTHER MATTERS
As of the date of this Proxy Statement, the management of the Company has no
knowledge of any business to be presented for consideration at the Meeting
other than that described above. If any other business should properly come
before the Meeting, it is intended that the shares represented by proxies will
be voted with respect thereto in accordance with the judgment of the persons
named in such proxies.
The cost of any solicitation of proxies by mail will be borne by the
Company. Arrangements may be made with brokerage firms and other custodians,
nominees and fiduciaries for the forwarding of material to and solicitation of
proxies from the beneficial owners of Common Stock held of record by such
persons, and the Company will reimburse such brokerage firms, custodians,
nominees and fiduciaries for reasonable out of pocket expenses incurred by them
in connection therewith. In addition to the solicitation of proxies by use of
the mails, the Company may use the services of its officers and regular
employees (who will receive no compensation in addition to their regular
salaries) to solicit proxies personally and by telephone and telegram from
brokerage houses and other stockholders. The Company has retained American
Stock Transfer & Trust Company to perform a proxy search to determine the
beneficial owners of the Common Stock as of the Record Date and will pay a fee
to such firm of approximately $125 plus reimbursement of expenses.
<PAGE> 6
STOCK OWNERSHIP
The following table sets forth certain information with respect to
beneficial ownership of the Company's equity securities as of February 1, 1998
based on 31,895,283 shares of Common Stock outstanding: (a) by each person
known to the Company to own beneficially more than 5% of the outstanding shares
of Common Stock, (b) by each director of the Company, (c) by each of the named
executive officers and (d) by all directors and executive officers of the
Company as a group. Each stockholder identified in the table has sole voting
and investment power with respect to such stockholder's shares of stock except
to the extent that authority is shared by his or her spouse under applicable
law or as otherwise noted below.
<TABLE>
<CAPTION>
Shares Owned
Beneficially(1)
----------------------
Name Number Percent
---- ---------- -------
<S> <C> <C>
Golder, Thoma, Cressey Fund III Limited Partnership (2) . . 3,201,921 10.0%
Michael T. Willis (3) . . . . . . . . . . . . . . . . . . . 2,338,761 7.3%
Bruce V. Rauner (4) . . . . . . . . . . . . . . . . . . . . 3,201,921 *
George W. Fink . . . . . . . . . . . . . . . . . . . . . . 134,770 *
Peter T. Dameris . . . . . . . . . . . . . . . . . . . . . 79,650 *
Rocco N. Aceto . . . . . . . . . . . . . . . . . . . . . . 63,900 *
Austin P. Young . . . . . . . . . . . . . . . . . . . . . . 33,619 *
Charles R. Schneider . . . . . . . . . . . . . . . . . . . 19,005 *
Charles H. Cotros . . . . . . . . . . . . . . . . . . . . . 9,000 *
John T. Turner . . . . . . . . . . . . . . . . . . . . . . 6,630 *
Donald J. Edwards. (6) . . . . . . . . . . . . . . . . . . 2,250 *
Nuala Beck . . . . . . . . . . . . . . . . . . . . . . . . 1,750 *
Michael T. Reddy . . . . . . . . . . . . . . . . . . . . . 0 *
Putnam Investments, Inc. (7) . . . . . . . . . . . . . . . 3,827,109 12.0%
T. Rowe Price Associates, Inc. (8) . . . . . . . . . . . . 3,183,000 10.0%
All executive officers and directors as a group
(15 persons) . . . . . . . . . . . . . . . . . . . . . . 5,985,331 18.6%
</TABLE>
* Less than 1%
(1) Including 37,500, 117,800, 18,000, 24,000, and 21,000 shares
for Messrs. Willis, Fink, Dameris, Aceto and Young,
respectively, 1,500 shares for each of Messrs. Schneider, Cotros and
Turner and 750 shares for Ms. Beck. Shares of common stock that are
not outstanding but that may be acquired by a person upon exercise of
options within 60 days of February 1, 1998 are deemed outstanding for
the purpose of computing the percentage of outstanding shares
beneficially owned by such person. However, such shares are not
deemed to be outstanding for the purpose of computing the percentage
of outstanding shares beneficially owned by any other person.
(2) Golder, Thoma, Cressey, Rauner Limited Partnership ("GTCR
Partnership") is the sole general partner of Golder, Thoma, Cressey
Fund III Limited Partnership ("GTC III"). The address for GTC III is
6100 Sears Tower, Chicago, Illinois 60606.
(3) The address for Mr. Willis is 4400 Post Oak Parkway, Suite 1130,
Houston, Texas 77027.
(4) Includes all of the shares of Common Stock owned by GTC III. Mr.
Rauner is a general partner of GTCR Partnership, which serves as the
sole general partner of GTC III and over which he may be deemed to have
voting and investment power. The address for Mr. Rauner is 6100 Sears
Tower, Chicago, Illinois 60606.
(5) Mr. Edwards is a Principal with Golder, Thoma, Cressey,
Rauner, Inc. ("GTCR Inc."), an affiliate of GTC III.
(6) Based on a Schedule 13G dated January 16, 1998 jointly filed by Putnam
Investments, Inc. ("PI"), Marsh & McLennan Companies, Inc. ("M&MC"),
Putnam Investment Management, Inc. ("PIM"), The Putnam Advisory
Company, Inc. ("PIA") and Putnam New Opportunities Fund ("PNOF"), PI
has shared dispositive power. The address for each of these companies
is One Post Office Square, Boston, Massachusetts 02109, except M&MC
which is 1166 Avenue of the Americas, New York, NY 10036. PI, which is
a wholly-owned subsidiary of M&MC, wholly owns two registered
investment advisors: PIM, which is the investment advisor to the Putnam
family of mutual funds and has shared dispositive power for 3,508,618
shares and PIA, which is the investment advisor to Putnam's
institutional clients and has shared voting power for 249,016 shares
and shared dispositive power for 318,491 shares. As part of the Putnam
Family of Funds, and the 3,508,618 shares held by PIM, PNOF held
1,820,000 shares. Both PIM and PIA have dispository power over the
shares as investment managers, but each of the mutual fund's trustees
have voting power over the shares held by institutional clients.
(7) Includes sole dispositive power for 3,183,000 shares and sole voting
power for 323,500 shares. The address for T. Rowe Price Associates,
Inc. is 100 E. Pratt Street, Baltimore, MD 21202.
<PAGE> 7
FRONT OF PROXY
CORESTAFF, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The undersigned appoints Michael T. Willis, Edward L. Pierce and Peter
T. Dameris, and each of them, as Proxies, with the power of substitution, and
authorizes them to represent and to vote at a Special Meeting of Stockholders
to be held March 19, 1998, or any adjournment thereof, all the shares of common
stock of CORESTAFF, Inc. held of record by the undersigned on February 16,
1998, as designated below.
1. To approve an amendment to the Certificate of Incorporation, as amended,
to change the corporate name of CORESTAFF, Inc. to Metamor Worldwide, Inc.:
[ ] FOR [ ] AGAINST [ ] ABSTAIN
2. The Proxies are authorized to vote in their best judgment upon such
other business as may properly be brought before the meeting or any
adjournment(s) thereof.
<PAGE> 8
BACK OF PROXY
This Proxy when properly executed, will be voted in the manner directed
by the undersigned stockholder. IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE
VOTED FOR EACH OF THE PROPOSALS.
Please sign exactly as name appears below. When shares are held by
joint tenants, both should sign. If acting as attorney, executor, trustee, or
in any other representative capacity, sign name and title.
Dated , 1998
-------------------
-------------------------------
Signature
-------------------------------
Signature if held jointly
PLEASE MARK, SIGN, DATE AND PROMPTLY RETURN THIS PROXY CARD USING THE ENCLOSED
ENVELOPE.
