<PAGE> 1
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
METAMOR WORLDWIDE, INC.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
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
[METAMOR WORLDWIDE LETTERHEAD]
April 18, 2000
Dear Fellow Stockholder:
You are cordially invited to attend the 2000 Annual Meeting of
Stockholders of Metamor Worldwide, Inc. to be held at 9:00 a.m. on Thursday, May
18, 2000, at the St. Regis Hotel, 1919 Briar Oaks Lane, 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 Annual 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.
Very Truly Yours,
Peter T. Dameris
Chairman of the Board, President
and Chief Executive Officer
<PAGE> 3
[METAMOR WORLDWIDE LOGO]
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 18, 2000
TO THE STOCKHOLDERS:
NOTICE IS HEREBY GIVEN that the 2000 Annual Meeting of Stockholders of
Metamor Worldwide, Inc. (the "Company") will be held at the St. Regis Hotel,
1919 Briar Oaks Lane, Houston, Texas at 9:00 a.m. on Thursday, May 18, 2000, for
the following purposes:
1. To elect four Class II directors of the Company to terms of office
expiring at the 2003 Annual Meeting of Stockholders and until their respective
successors are duly elected and qualified;
2. To ratify the Board of Directors' appointment of Ernst & Young LLP
as the Company's independent auditors for the fiscal year ending December 31,
2000; and
3. To transact such other business as may properly be brought before
the meeting or any adjournment(s) thereof.
Holders of record of the Company's common stock at the close of
business on March 20, 2000 will be 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 Annual Meeting. Therefore, it would be
appreciated if you would sign, date and return the enclosed proxy at your
earliest convenience. 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 Annual Meeting.
By Order of the Board of Directors,
MARGARET G. REED
Houston, Texas Corporate Secretary
April 18, 2000
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
[METAMOR WORLDWIDE LOGO]
4400 POST OAK PARKWAY
SUITE 1100
HOUSTON, TEXAS 77027
PROXY STATEMENT
2000 ANNUAL MEETING OF STOCKHOLDERS
---------------
The enclosed form of proxy is solicited by the board of directors of
Metamor Worldwide, Inc. (the "Company" or "Metamor") to be used at the 2000
Annual Meeting of Stockholders (the "Meeting") to be held at the St. Regis
Hotel, 1919 Briar Oaks Lane, Houston, Texas at 9:00 a.m. on Thursday, May 18,
2000. This Proxy Statement and the related proxy are to be first sent or given
to the stockholders of the Company on or about April 19, 2000. Each properly
executed proxy received at or before the Meeting 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 election of all the
nominees as Class II directors and FOR the ratification of the appointment of
Ernst & Young LLP as independent auditors. 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 board of directors has established March 20, 2000, 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 per share on each matter submitted to a vote of
the stockholders at the Meeting. On the Record Date, 34,606,832 shares of common
stock were issued and outstanding. None of the Class B non-voting common stock,
the only other class of capital stock of the Company, was issued and
outstanding.
The Company's 1999 Annual Report to Stockholders, including financial
statements, is being mailed herewith to all stockholders entitled to vote at the
Meeting. The Annual Report does not constitute a part of the proxy soliciting
material.
<PAGE> 5
ITEM 1
ELECTION OF DIRECTORS
The Company's First Amended and Restated Certificate of Incorporation,
as amended ("Certificate of Incorporation"), provides for a board of directors
to serve in three classes having staggered terms of three years each. At
present, there are eleven directors: four directors whose terms of office expire
at the 2000 Annual Meeting; three directors whose terms of office expire at the
2001 Annual Meeting; and four directors whose terms of office expire at the 2002
Annual Meeting. Information regarding each of the incumbent directors is set
forth below. At the 2000 Annual Meeting, the stockholders are being asked to
elect the following four Class II directors, each of whom is currently serving
in that capacity, and whose new terms would expire at the 2003 Annual Meeting of
Stockholders: Nuala M. Beck, Joseph M. Grant, Charles R. Schneider and John T.
Turner.
Proxies cannot be voted for a greater number of persons than the number
of nominees named on the enclosed form of proxy. A plurality of the votes cast
in person or by proxy by the holders of common stock is required to elect a
director. Accordingly, under Delaware law and the Company's Certificate of
Incorporation and Amended and Restated Bylaws ("Bylaws"), abstentions and
"broker non-votes" would not have the same legal effect as a vote against a
particular director. A broker non-vote occurs if a broker or other nominee does
not have discretionary authority and has not received instructions with respect
to a particular item. Stockholders may not cumulate their votes in the election
of directors. Unless otherwise instructed or unless authority to vote is
withheld, the enclosed proxy will be voted "FOR" the election of the nominees
listed below. Although the board of directors does not contemplate that any of
the nominees will be unable to serve, if such a situation arises prior to the
Meeting, the persons named in the enclosed proxy will vote for the election of
such other person(s) as may be nominated by the board of directors. The board of
directors recommends a vote "FOR" each of the following nominees.
DIRECTOR NOMINEES
NUALA M. BECK, age 48, has served as a director of Metamor since April
1996. Ms. Beck, an international economist, has served as President and Chief
Executive Officer of Nuala Beck & Associates, Inc., a management consulting
firm, since its formation in 1984. Ms. Beck also serves as a director of
Cossette Communications.
JOSEPH M. GRANT, age 61, has served as a director of Metamor since
August 1998. Mr. Grant has served as Chairman and Chief Executive Officer of
Texas Capital Bancshares, Inc. since May 1998. Prior thereto he served as Chief
Financial Officer of EDS since 1990. Mr. Grant is also a director of the World
Presidents' Organization and Wingate Partners.
CHARLES R. SCHNEIDER, age 59, has served as a director of Metamor since
October 1994. Mr. Schneider founded Outsource Partners, Inc. and has served as
its President and Chief Executive Officer and a director since November 1993.
JOHN T. TURNER, age 56, has served as a director of Metamor since
October 1994. Mr. Turner is Senior Vice President-Corporate Development of Group
1 Automotive, Inc. During 1996, he served as European Managing
Director-Corporate Development for Services Corporation International. From 1993
to 1996, he was self-employed, managing a variety of personal investments.
2
<PAGE> 6
DIRECTORS
CHARLES H. COTROS, age 62, has served as a director of Metamor since
November 1995. Mr. Cotros is presently President and Chief Executive Officer of
Sysco Corporation ("SYSCO"). He has held various other senior level positions
with SYSCO during the past 25 years. Mr. Cotros has also served as a director of
SYSCO since 1986. Mr. Cotros has served on the Board of Trustees of Christian
Brothers University since 1992 and the Board of Governors of Food Distributors
International since 1998.
WILLIAM H. CUNNINGHAM, Ph.D, age 56, has served as a director of
Metamor since November 1999. Dr. Cunningham serves as chancellor of The
University of Texas System. Since 1992, Dr. Cunningham has served as chancellor
and has held the Lee Hage and Joseph D. Jamail Regents Chair in Higher Education
Leadership at The University of Texas System. Dr. Cunningham also serves on the
board of directors of Billing Concepts, Jefferson-Pilot Corporation, John
Hancock Funds, The University of Texas Investment Management Company and
Golfsmith International, Inc.
PETER T. DAMERIS, age 40, serves as Chairman of the Board, Chief
Executive Officer and President of Metamor. Mr. Dameris was appointed to the
Board and elected Chief Executive Officer and President in October 1999. Mr.
Dameris joined the Company in January 1995 as Vice President, General Counsel
and Secretary, and was promoted to Senior Vice President in September 1996 and
to Executive Vice President - Corporate Development in January 1999. Mr. Dameris
is also a director of Xpedior, which is 80% owned by Metamor, and a director of
U .S. Concrete, Inc.
DONALD J. EDWARDS, age 34, has served as a director of Metamor since
August 1995. In addition, Mr. Edwards served as a Vice President of Metamor from
May 1995 to August 1995. Mr. Edwards joined GTCR Golder Rauner, LLC in August
1995 and became a Principal in April 1996. Prior to that time, Mr. Edwards
served as an associate with Lazard Freres & Co.
EDWARD L. PIERCE, age 43, serves as a director, Executive Vice
President, Chief Financial Officer and Assistant Secretary of Metamor. Mr.
Pierce has been the Chief Financial Officer since April 1996 and was appointed
to the Board in October 1999. Mr. Pierce joined the Company in November 1994 as
Vice President and Controller, and was promoted to Senior Vice President in
September 1996 and Executive Vice President in August 1999.
MICHAEL T. REDDY, age 57, has served as a director of Metamor since
December 1997. Mr. Reddy currently is Chairman of MTR Enterprises Ltd. Mr. Reddy
served as Chairman and Chief Executive Officer of EDS' Global Financial Markets
Group from May of 1995 to December 1999.
MICHAEL T. WILLIS, age 55, has served as a director of Metamor since
July 1993 and is currently Chairman of the Board, Chief Executive Officer and
President of COMSYS Information Technology Services, Inc. Mr. Willis formed the
Company in July 1993 as Chairman of the Board, Chief Executive Officer and
President and resigned in September 1999 in connection with the sale of Metamor
Information Technology Services, Inc. Mr. Willis is also a director of Southwest
Bancorporation of Texas, Inc. and its subsidiary, Southwest Bank of Texas, N.A.,
as well as Province Healthcare Company and Quanta Services, Inc.
3
<PAGE> 7
MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD
BOARD MEETINGS. The board of directors held ten meetings during the
year ended December 31, 1999, six of which were held telephonically, and took
various corporate actions during 1999 by means of unanimous written consent.
During the year, each director attended more than 75% of the total number of
meetings of the board of directors and the committees on which each such
director served. The Company has the following committees of the board of
directors:
THE AUDIT COMMITTEE. The audit committee, which is comprised of Messrs.
Turner (Chairman), Grant and Reddy, examines and considers matters relating to
the financial affairs of the Company, including reviewing the Company's annual
financial statements, the scope of the independent annual audit and the
independent auditor's letter to management concerning the effectiveness of the
Company's internal financial and accounting controls. The audit committee held
three meetings during the year.
THE COMPENSATION COMMITTEE. The compensation committee, which is
comprised of Messrs. Schneider (Chairman), Cotros and Edwards, considers and
makes recommendations to the Company's board of directors with respect to
programs for human resource development and management organization and
succession, approves changes in senior executive compensation and makes
recommendations to the Company's board of directors with respect to compensation
matters and policies. The compensation committee also administers the Company's
benefit plans. The compensation committee held three meetings during the year.
COMPENSATION OF DIRECTORS
All directors of the Company are entitled to reimbursement for certain
expenses in connection with their travel to and attendance at meetings of the
board of directors or committees thereof. Prior to October 1999, non-employee
directors received a $3,500 fee for each meeting of the board of directors
attended by such director (excluding telephonic meetings). Upon appointment as a
director (with the exception of Messrs. Edwards and Reddy), each non-employee
director received a grant of options to purchase 1,000 shares of common stock
(at an exercise price equal to the fair market value of the common stock on the
date of grant) under the Long-Term Incentive Plan. Such directors also received
an annual grant of options to purchase 1,000 shares of common stock for each
year he or she served as a director. Such grants are fully vested three years
from the date of grant.
In October 1999, the Company approved a change to the non-employee
director compensation structure. Directors who are not officers of the Company
receive a $4,500 fee for each meeting of the board of directors attended by such
director and $1,500 for each committee meeting attended. Such directors also
receive a grant of options to purchase 4,000 shares of common stock (at an
exercise price equal to the fair market value of the common stock on the date of
grant) under the Long-Term Incentive Plan upon appointment to the board of
directors. Each non-employee director also receives an annual grant of options
to purchase 4,000 shares of common stock for each year he or she serves as a
director. Such options are fully vested one year from the date of the grant.
Other than reimbursement of their expenses, directors who are employees or
officers of the Company will not receive any compensation for services as a
director.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE DIRECTOR NOMINEES,
WHICH IS DESIGNATED AS PROPOSAL NO. 1 ON THE ENCLOSED PROXY.
4
<PAGE> 8
ITEM 2
APPOINTMENT OF INDEPENDENT AUDITORS
Pursuant to the recommendation of the audit committee, the board of
directors has appointed Ernst & Young LLP, independent auditors, to audit the
consolidated financial statements of the Company for the year ending December
31, 2000. The Company is advised that no member of Ernst & Young LLP has any
direct financial interest or material indirect financial interest in the Company
or any of its subsidiaries in the capacity of promoter, underwriter, voting
trustee, director, officer or employee.
Ratification of this appointment shall be effective upon receiving the
affirmative vote of the holders of a majority of the common stock present or
represented by proxy and entitled to vote at the meeting. Under Delaware law, an
abstention would have the same legal effect as a vote against this proposal, but
a broker non-vote would not be counted for purposes of determining whether a
majority has been achieved.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" RATIFICATION OF THE
APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT AUDITORS FOR THE
FISCAL YEAR ENDED DECEMBER 31, 2000, AS DESCRIBED ABOVE, WHICH IS DESIGNATED AS
PROPOSAL NO. 2 ON THE ENCLOSED PROXY.
5
<PAGE> 9
STOCK OWNERSHIP
The following table sets forth certain information with respect to
beneficial ownership of the Company's equity securities as of March 31, 2000,
based on 34,635,402 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. Shares of common stock that are not outstanding but
that may be acquired by a person upon exercise of options within 60 days of
March 31, 2000 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.
<TABLE>
<CAPTION>
SHARES OWNED
BENEFICIALLY(1)
-------------------------
NAME NUMBER PERCENT
- ---- ----------- ----------
<S> <C> <C>
Golder, Thoma, Cressey Fund III Limited Partnership(2)..................... 3,201,921 9.2%
Michael T. Willis.......................................................... 2,500,061 7.2%
Peter T. Dameris........................................................... 317,650 *
Edward L. Pierce........................................................... 139,825 *
Charles R. Schneider....................................................... 21,756 *
Paramjeet S. Dargan........................................................ 1,960 *
Russell A. Cappellino...................................................... 20,800 *
John T. Turner............................................................. 11,631 *
Charles H. Cotros.......................................................... 10,251 *
Nuala Beck................................................................. 5,251 *
Donald J. Edwards.......................................................... 4,250 *
Joseph M. Grant............................................................ 2,334 *
Larry E. Cease............................................................. 0 *
William H. Cunningham...................................................... 0 *
Michael T. Reddy........................................................... 0 *
All directors and executive officers, as a group (14 persons).............. 3,300,633 9.5%
</TABLE>
- ----------
* Less than 1%
(1) The shares beneficially owned include shares issuable upon exercise of
outstanding options that are exercisable within 60 days of March 31, 2000 as
follows: 269,000, 185,000, 133,500 and 20,800 shares for Messrs. Dameris,
Willis, Pierce and Cappellino, respectively, 4,251 shares for Messrs.
Schneider and Turner and Ms. Beck, 2,751 shares for Mr. Cotros and 334
shares for Mr. Grant.
(2) Includes 3,201,921 shares of common stock held by GTC III, of which Golder,
Thoma, Cressey & Rauner, L.P., is the general partner. Each of Messrs. Carl
D. Thoma, Bryan C. Cressey and Bruce V. Rauner are general partners of
Golder, Thoma, Cressey & Rauner, L.P., and therefore may be deemed to share
voting and dispositive power over the shares. Each of Messrs. Thoma, Cressey
and Rauner disclaim beneficial ownership of the shares of common stock owner
by GTC III.
6
<PAGE> 10
EXECUTIVE COMPENSATION
REPORT FROM THE COMPENSATION COMMITTEE REGARDING EXECUTIVE COMPENSATION
As members of the Compensation Committee, it is our duty to administer
the executive compensation program for the Company. The Compensation Committee
is responsible for establishing appropriate compensation goals for the executive
officers of the Company and evaluating the performance of such executive
officers in meeting such goals and making recommendations to the board of
directors with regard to executive compensation.
The Company's compensation philosophy is to ensure that executive
compensation be directly linked to continuous improvements in corporate
performance, achievement of specific operational, financial and strategic
objectives and increases in stockholder value. The Compensation Committee
regularly reviews the compensation packages of the Company's executive officers,
taking into account factors which it considers relevant, such as business
conditions within and outside the industry, the Company's financial performance,
the market compensation for executives of similar background and experience and
the performance of the executive officer under consideration. The particular
elements of the Company's compensation programs for executive officers are
described below.
The goals of the Compensation Committee in establishing the Company's
executive compensation program are as follows:
(1) To fairly compensate the executive officers of the Company
and its subsidiaries for their contributions to the Company's
short-term and long-term performance. The elements of the Company's
executive compensation program are (a) annual base salaries, (b) annual
bonuses and (c) equity incentives.
(2) To allow the Company to attract, motivate and retain the
management personnel necessary to the Company's success by providing an
executive compensation program comparable to that offered by companies
with which the Company competes for such management personnel.
In October 1999, Peter T. Dameris received an increase in base salary
to $425,000 as a result of his appointment as President and Chief Executive
Officer of the Company. The Compensation Committee determined this salary
increase was appropriate based on (1) a review of market salary levels for the
Chief Executive Officer among companies similar to the Company, and (2) the
Company's performance during the prior year. Mr. Dameris' incentive compensation
of $250,000 was based on the Company's performance and the completion of the
strategic initiatives. Mr. Dameris also received options to purchase up to
425,000 shares of the Company's common stock in 1999.
Section 162(m) of the Internal Revenue Code provides generally that
compensation paid by publicly-held corporations to the chief executive officer
and the four most highly paid senior executive officers in excess of $1 million
per year per executive will be deductible only if paid pursuant to
performance-based compensation plans approved by stockholders of the Company. It
is the intention of the Compensation Committee to consider the deductibility of
compensation in assessing the effectiveness of the Company's executive
compensation plans.
7
<PAGE> 11
The elements of the executive compensation program described above are
implemented and periodically reviewed and adjusted by the Compensation
Committee. The annual base salaries of the Chief Executive Officer of the
Company and the other executive officers are determined based on individual
performance, experience and comparison with salaries paid by the Company's
industry peers and other companies in similar industries with comparable
revenues while linking the payment of compensation to the Company's achievement
of certain financial goals. In developing salary recommendations, the
Compensation Committee reviewed salaries of similar positions in similarly-sized
companies which engage in the Company's business. The Compensation Committee
confirmed that the overall compensation packages, including the executive
officers' equity ownership in the Company, were consistent with the Compensation
Committee's stated objective.
Compensation Committee of the Board of Directors
Charles R. Schneider
Charles H. Cotros
Donald J. Edwards
8
<PAGE> 12
NAMED EXECUTIVE OFFICERS' COMPENSATION
The following table sets forth, for the year ended December 31, 1999,
the annual compensation paid to the Company's current Chief Executive Officer,
its former Chief Executive Officer and to each of its four most highly
compensated officers (the "named executive officers").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
----------------------
COMPENSATION AWARDS
----------------------
ANNUAL COMPENSATION(1) SECURITIES
---------------------------------------------- UNDERLYING LTIP
NAME AND PRINCIPAL POSITION(S) YEAR SALARY BONUS OTHER OPTIONS PAYOUTS
----------------------------------- --------- -------- -------- ----- --------- -------
<S> <C> <C> <C> <C> <C> <C>
Peter T. Dameris................... 1999 $328,750 $250,000 -- 425,000 --
President and Chief Executive 1998 240,000 345,000 -- 20,000 --
Officer 1997 200,000 100,000 -- -- --
Michael T. Willis(2) .............. 1999 425,000 -- $150,000 150,000 --
Former President and Chief 1998 500,000 700,000 -- 50,000 --
Executive Officer 1997 450,000 450,000 -- -- --
Russell A. Cappellino ............. 1999 368,500 1,283,050 -- 40,000 --
President - Metamor Global 1998 368,500 860,759 -- 40,000 --
Solutions 1997 323,750 181,320 -- 18,000 --
Larry E. Cease..................... 1999 387,500 -- -- 50,000 --
President - Metamor Industry 1998 360,000 204,440 -- -- --
Solutions 1997 360,000 -- -- -- --
Paramjeet S. Dargan ............... 1999 275,000 1,470,511 -- -- --
Executive Vice President - 1998 275,000 1,700,127 -- -- --
Metamor Global Solutions 1997 262,500 716,749 -- -- --
Edward L. Pierce................... 1999 243,750 200,000 -- 93,750 --
Executive Vice President and 1998 225,000 253,125 -- 60,000 --
Chief Financial Officer 1997 175,000 87,500 -- -- --
</TABLE>
- ----------
(1) Annual Compensation excludes the aggregate value of perquisites as such
value is less than either $50,000 or 10% of total annual salary and bonus
for each named executive officer.
(2) The Company maintained a split-dollar insurance arrangement with Mr. Willis
pursuant to which Mr. Willis paid the term life portion of the premiums and
the remainder was paid by the Company. The $431,331 paid by the Company for
the three years ended December 31, 1999 was not compensation to Mr. Willis
and therefore the premium is not included in the table above. Mr. Willis
received a severance of $150,000 when he resigned as President and Chief
Executive Officer of the Company on September 30, 1999.
9
<PAGE> 13
The following table provides information regarding the grants of stock
options during the last fiscal year to the named executive officers. The Company
did not grant any stock appreciation rights during the last fiscal year.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
NUMBER OF PERCENTAGE OF POTENTIAL REALIZABLE
SECURITIES TOTAL OPTIONS VALUE AT ASSUMED
UNDERLYING GRANTED TO EXERCISE OR ANNUAL RATES OF STOCK
OPTIONS EMPLOYEES IN BASE PRICE EXPIRATION PRICE APPRECIATION FOR
NAME GRANTED(1) 1999 PER SHARE DATE OPTION TERM
---- ---------- ------------- ----------- ---------- -------------------------
5% 10%
--------- ---------
<S> <C> <C> <C> <C> <C> <C>
Peter T. Dameris(2)..... 60,000 15.0% $25.31 01/07/09 955,000 2,420,000
15,000 15.97 03/04/09 150,000 382,000
50,000 20.56 06/22/09 646,000 1,638,000
300,000 14.18 09/08/09 2,675,000 6,780,000
Michael T. Willis....... 75,000 5.3% 25.31 01/07/09 1,194,000 3,025,000
75,000 20.56 06/22/09 970,000 2,457,000
Russell A. Cappellino... 40,000 1.4% 20.56 06/22/09 517,000 1,311,000
Larry E. Cease.......... 50,000 1.8% 20.56 06/22/09 646,000 1,638,000
Edward L. Pierce........ 15,000 3.3% 25.31 01/07/09 239,000 605,000
3,750 15.97 03/04/09 38,000 95,000
75,000 20.56 06/22/09 970,000 2,457,000
Paramjeet S. Dargan..... -- -- -- -- -- --
</TABLE>
- ----------
(1) The options vest 20% per year over five years, with the exception of the
options granted to Mr. Dameris.
(2) One-half of the options granted to Mr. Dameris on January 7, 1999 vested on
January 7, 2000, the first anniversary of the grant date, and one-half of
the options granted on September 8, 1999 vested on December 13, 1999. The
remaining options vest 20% per year over five years.
The following table provides information with respect to aggregate
option exercises in the last fiscal year and fiscal year-end option values for
the named executive officers. The Company did not grant any stock appreciation
rights during the last fiscal year.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
SHARES UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS AT
ACQUIRED OPTIONS AT DECEMBER 31, 1999 DECEMBER 31, 1999(1)
ON VALUE ----------------------------- -----------------------------
NAME EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- -------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Peter T. Dameris........... None -- 208,000 327,000 $2,538.070 3,395,730
Michael T. Willis.......... None -- 122,500 265,000 634,938 1,609,375
Russell A. Cappellino...... None -- 15,200 82,800 151,484 730,176
Larry E. Cease............. None -- -- 50,000 -- 428,000
Edward L. Pierce........... None -- 123,750 135,750 1,963,950 1,040,422
Paramjeet S. Dargan........ None -- -- -- -- --
</TABLE>
- ----------
(1) Computed based on the difference between the closing price of $29.12 on
December 31, 1999, and the exercise price.
10
<PAGE> 14
EMPLOYMENT AGREEMENTS
The Company has entered into employment agreements with each of Messrs.
Dameris, Pierce, Cappellino, Cease and Dargan. The annual base salaries being
paid to Messrs. Dameris and Pierce are $425,000 and $250,000, respectively, as
of December 31, 1999, and the employment agreements provide for periodic salary
increases and bonuses in the discretion of the Company and, in some cases, the
Company's achievement of certain performance objectives. The employment
agreements continue until June 30, 2000, and annually thereafter until
terminated by either party. In addition, the employment agreements generally
provide for severance benefits equal to one year of base salary in the event of
termination upon death or total disability or upon non-renewal after the initial
term; two years of base salary in the event of termination without cause or
constructive termination; and two years of base salary plus one year of bonus
and the acceleration of vesting of options granted in the event of a change of
control.
The annual base salaries being paid to Messrs. Cappellino, Cease and
Dargan are $368,500, $387,500 and $275,000, respectively, as of December 31,
1999. The employment agreements for Messrs. Cease and Cappellino continue until
January 13, 2001, and June 30, 2001, respectively. Mr. Dargan retired on March
31, 2000. Messrs. Cappellino, Dargan and Cease receive an annual bonus based on
their respective business units attaining certain financial objectives set by
the Company. In addition, Mr. Cease's employment agreement generally provides
for severance benefits equal to twelve months base salary in the event of
termination without cause. However, each of the executive officers is subject to
a non-compete covenant following the termination of their employment.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The compensation committee is currently comprised of Messrs. Schneider,
Cotros and Edwards. Mr. Schneider serves as the Chairman of the compensation
committee. None of Messrs. Schneider, Cotros and Edwards have been an employee
or officer of the Company or any of its subsidiaries during the year. However,
Mr. Edwards was an officer of the Company from May through August of 1995.
TRANSACTIONS WITH MANAGEMENT AND OTHERS
Mr. Willis owns a firm that provided certain charter aircraft services
to the Company in the amount of $138,343 for the year ended December 31, 1999.
Pursuant to the terms of a Share Purchase Agreement dated February 4,
1999, between Mr. Mottard, members of Mr. Mottard's family and the Company, the
Company issued a promissory note to Mr. Mottard for 2,767,8708 Euros in
connection with the issuance of 233,321 shares of Metamor common stock. Interest
on the note accrues at a rate equal to 3% per annum (the average interest rate
in France), and is payable in Euros on a semi-annual basis on August 4 and
February 4. The amounts under the note are secured by a pledge of Metamor shares
which are held by Mr. Mottard.
SECTION 16(a) REPORTS
Section 16(a) of the Exchange Act requires the Company's officers and
directors, and persons who beneficially own more than 10% of the Company's
common stock, to file reports of ownership and changes in ownership with the
Commission. To the knowledge of the Company, all of these filing requirements
were satisfied by the Company's directors and officers and the 10% stockholders
during 1999, except that Messrs. Mottard and Cunningham reported late with
respect to the Form 3 filing requirement.
11
<PAGE> 15
COMPARATIVE STOCK PERFORMANCE
As required by applicable rules of the Commission, set forth below is a
performance graph prepared based upon the following assumptions:
1. $100 was invested on November 8, 1995 (the date the common stock
commenced trading on the Nasdaq National Market), in the Company's common
stock, the Standard & Poor's 500 Stock Index (the "S&P 500 Index") and a
peer group, selected in good faith, comprised of Cambridge Technology
Partners, Ciber Inc., Complete Business Solutions, Computer Horizons Corp.,
Computer Task Group Inc., Keane Inc., Mastech Corp. and Rennaissance
Worldwide (the "Custom Composite Index").
2. Dividends are reinvested on the ex-dividend dates.
COMPARISON OF 50 MONTH CUMULATIVE TOTAL RETURN*
AMONG METAMOR, THE S & P 500 INDEX
AND A PEER GROUP
METAMOR, THE S&P 500 INDEX AND A PEER GROUP
(PERFORMANCE RESULTS FROM NOVEMBER 8, 1995 TO DECEMBER 31, 1999)
<TABLE>
<CAPTION>
8-NOV-95 31-DEC-95 31-DEC-96 31-DEC-97 31-DEC-98 31-DEC-99
-------- ---------- ---------- ---------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C>
Metamor 100 215 314 351 331 386
S&P 500 Index 100 104 128 171 220 266
Custom Composite Index 100 104 217 369 306 258
</TABLE>
12
<PAGE> 16
STOCKHOLDER PROPOSALS
Any proposals of holders of the Company common stock intended to be
presented at the annual meeting of stockholders of the Company to be held in
2001 must be received by the Company, addressed to the Secretary of the Company
at the address set forth below, no later than December 18, 2000, to be
considered for inclusion in the proxy statement and form of proxy relating to
that meeting. Proponents are requested to submit their proposals by certified
mail, return receipt requested. Detailed information for submitting resolutions
will be provided upon written request to the Secretary of Metamor, 4400 Post Oak
Parkway, Suite 1100, Houston, Texas 77027, attention: Corporate Secretary. No
stockholder proposals were received for inclusion in this document.
In addition to the rules of the Commission described in the preceding
paragraph, the Company's bylaws provide that at an annual meeting of
stockholders, only such business shall be conducted as shall have been properly
brought before the meeting. To be properly brought before an annual meeting,
business must be (a) specified in the notice of meeting given by or at the
direction of the Board of Directors, (b) otherwise properly brought before the
meeting by or at the direction of the Board of Directors or (c) otherwise
properly brought before the meeting by a stockholder of the Company. For
business to be properly brought before an annual meeting by a stockholder, the
stockholder must have given timely notice thereof in writing to the Secretary of
the Company. To be timely, a stockholder's notice must be delivered to or mailed
and received at the principal executive offices of the Company not less than 30
days nor more than 50 days prior to the meeting; provided, however, that in the
event that less than 40 days' notice or prior public disclosure of the date of
the meeting is given or made to stockholders, notice by the stockholder to be
timely must be so received not later than the close of business on the 10th day
following the date on which such notice of the date of the annual meeting was
mailed or such public disclosure was made. A stockholder's notice to the
Secretary shall set forth as to each matter the stockholder proposes to bring
before the annual meeting (a) a brief description of the business desired to be
brought before the annual meeting, (b) the name and address, as they appear on
the Company's books, of the stockholder proposing such business, (c) the class
and number of shares of the Company that are beneficially owned by the
stockholder, and (d) any material interest of the stockholder in such business.
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, 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. The Company has retained American Stock Transfer to
perform a proxy search to determine the beneficial owners of the common stock as
of the Record Date, assist with the solicitation of proxies and to provide
certain other services in connection with the Meeting.
13
<PAGE> 17
The information contained in this Proxy Statement in the sections
entitled "Report From the Compensation Committee Regarding Executive
Compensation" and "Comparative Stock Performance" shall not be deemed
incorporated by reference by any general statement incorporating by reference
any information contained in this Proxy Statement into any filing under the
Securities Act of 1933, as amended (the "Securities Act"), or the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent that
the Company specifically incorporates by reference the information contained in
such sections, and shall not otherwise be deemed filed under the Securities Act
or the Exchange Act.
14
<PAGE> 18
FRONT OF PROXY
METAMOR WORLDWIDE, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The undersigned appoints Peter T. Dameris, Edward L. Pierce and Margaret G.
Reed, as Proxies, with the power of substitution, and authorizes them to
represent and to vote at the Annual Meeting of Stockholders to be held May 18,
2000, or any adjournment thereof, all the shares of common stock of Metamor
Worldwide, Inc. held of record by the undersigned on March 20, 2000, as
designated below.
1. Election of directors - director nominees:
Nuala M. Beck, Joseph M. Grant, Charles R. Schneider and John T. Turner
[ ] FOR all nominees listed above [ ] WITHHOLD AUTHORITY
except authority withheld as to vote for all nominees
to the persons named below,
if any.
------------------------------------------------------------------
2. To ratify the appointment of Ernst & Young LLP as the Company's
independent auditors for the fiscal year ending December 31, 2000:
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. 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.
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 ___________________ , 2000
--------------------------------
Signature
--------------------------------
Signature if held jointly
PLEASE MARK, SIGN, DATE AND PROMPTLY RETURN THIS PROXY CARD USING THE ENCLOSED
ENVELOPE.
