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Prospectus Supplement No. 1 dated Filed Pursuant to Rule 424(b)(3)
December 8, 1998
(to Prospectus dated June 11, 1998) Registration No. 333-53371
Data Processing Resources Corporation
5 1/4% Convertible Subordinated Notes due 2005
and Shares of Common Stock Issuable upon Conversion of the Notes
This Prospectus Supplement supplements information contained in the Prospectus
dated June 11, 1998 (the "Prospectus") relating to the resale from time to time
by the holders (the "Selling Securityholders") of up to $115,000,000 aggregate
principal amount of 5 1/4% Convertible Subordinated Notes due 2005 (the "Notes")
of Data Processing Resources Corporation, a California corporation (the
"Company"), and the resale of shares of common stock, no par value (the "Common
Stock"), of the Company issuable upon conversion of the Notes (the "Conversion
Shares"). This Prospectus Supplement is not complete without, and may not be
delivered or utilized except in connection with, the Prospectus. Capitalized
terms used herein but not defined have the meanings assigned to such terms in
the Prospectus.
The following tables supplement the information set forth in the Prospectus
under the caption "Selling Securityholders" with respect to certain Selling
Securityholders and the respective principal amount of Notes beneficially owned
by such Selling Securityholders that may be offered and sold pursuant to the
Prospectus, as supplemented. Such information has been obtained from the
Selling Securityholders and has not been independently verified by the Company.
By this Prospectus Supplement, the following Selling Securityholders are added
to the table set forth in the Prospectus under the caption "Selling
Securityholders":
<TABLE>
<CAPTION>
Number of Percentage
Percentage Conversion Percentage of
Principal of Total Shares that of Common Total Voting
Amount of Outstanding May Be Stock Power After
Name Notes Owned Notes Sold(1) Outstanding Conversion
- --------------------- ----------- ----------- ----------- ----------- ------------
<S> <C> <C> <C> <C> <C>
Morgan Stanley Dean
Witter Convertible
Securities Trust.... $2,000,000 1.74% 56,338 * *
Allstate Insurance
Company............. $1,100,000 * 30,985 * *
</TABLE>
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* Less than 1%.
(1) Assumes conversion of the full amount of Notes held by such holder at the
initial conversion price of $35.50 per share; such conversion price is
subject to adjustment as described under "Description of Notes--
Conversion." Accordingly, the number of shares of Common Stock issuable
upon conversion of the Notes may increase or decrease from time to time.
Under the terms of the Indenture, fractional shares will not be issued upon
conversion of the Notes; cash will be paid in lieu of fractional shares, if
any.
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By this Prospectus Supplement, the following Selling Securityholders have
increased the principal amount of Notes beneficially owned by them from the
amounts set forth in the table in the Prospectus under the caption "Selling
Securityholders" to the amounts set forth in the table below:
<TABLE>
<CAPTION> Number of
Percentage Conversion Percentage Percentage of
Principal of Total Shares that of Common Total Voting
Amount of Outstanding May Be Stock Power After
Name Notes Owned Notes Sold(1) Outstanding(2) Conversion(3)
- --------------------- ----------- ----------- ----------- -------------- --------------
<S> <C> <C> <C> <C> <C>
SMALLCAP World
Fund, Inc........... $16,100,000 14.00% 453,521 3.71% 3.71%
Donaldson, Lufkin &
Jenrette Securities
Corporation (4)..... $ 6,040,000 5.25% 170,140 1.42% 1.42%
Lehman Brothers,
Inc.(5)............. $ 1,600,000 1.39% 45,070 * *
</TABLE>
_______________________________
* Less than 1%.
(1) Assumes conversion of the full amount of Notes held by such holder at the
initial conversion price of $35.50 per share; such conversion price is
subject to adjustment as described under "Description of Notes--
Conversion." Accordingly, the number of shares of Common Stock issuable
upon conversion of the Notes may increase or decrease from time to time.
Under the terms of the Indenture, fractional shares will not be issued upon
conversion of the Notes; cash will be paid in lieu of fractional shares, if
any.
(2) Computed in accordance with Rule 13d-3(d)(1) promulgated under the
Securities Exchange Act of 1934, as amended, and based upon 11,786,947
shares of Common Stock outstanding as of October 31, 1998, treating as
outstanding the number of Conversion Shares shown as being issuable upon
the assumed conversion by the named holder of the full amount of such
holder's Notes but not the conversion of the Notes of any other holder.
Includes Common Stock, if any, beneficially owned by the holder other than
the Conversion Shares.
(3) Represents the percentage of the voting power each holder will have after
the conversion such holder's Notes based upon 11,786,947 shares of Common
Stock outstanding as of October 31, 1998, treating as outstanding the
number of Conversion Shares shown as being issuable upon the assumed
conversion by the named holder of the full amount of such holder's Notes
but not the conversion of the Notes of any other holder. Includes Common
Stock, if any, beneficially owned by the holder other than the Conversion
Shares.
(4) Donaldson, Lufkin & Jenrette Securities Corporation has engaged in
transactions with and performed various investment banking and other
services for the Company in the past, and may do so from time to time in
the future. Donaldson, Lufkin & Jenrette Securities Corporation was one of
the Initial Purchasers in the original issuance of the Notes for which it
received a discount on the purchase price. The Company has been advised
that: (i) The Equitable Companies Incorporated ("Equitable"), as part of a
group, is the beneficial owner of 1,010,800 shares, representing
approximately 8.6%, of the Company's Common Stock, which shares of Common
Stock are held by Alliance Capital Management L.P., a subsidiary of
Equitable; and (ii) Equitable has a controlling interest in Donaldson,
Lufkin & Jenrette Securities Corporation, a Selling Securityholder.
(5) Lehman Brothers, Inc. has engaged in transactions with and performed
various investment banking and other services for the Company in the past,
and may do so from time to time in the future. Lehman Brothers, Inc. was
one of the Initial Purchasers in the original issuance of the Notes for
which it received a discount on the purchase price.
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Because the Selling Securityholders listed above and in the Prospectus under
the caption "Selling Securityholders" may, pursuant to the Prospectus, as
supplemented, offer all or some portion of the Notes and the Conversion Shares,
no estimate can be given as to the amount of the Notes or the Conversion Shares
that will be held by the Selling Securityholders upon termination of any such
sales.
Furthermore, the Selling Securityholders identified in the table set forth in
the Prospectus under the caption "Selling Securityholders" in the Prospectus may
have sold, transferred or otherwise disposed of all or a portion of their Notes
or Conversion Shares since the date on which they provided the Company with
information regarding their Notes or Conversion Shares, and the Company has not
made any independent inquiries as to the foregoing.
The date of this Prospectus Supplement is December 8, 1998.
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