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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
METRO INFORMATION SERVICES, INC./1/
(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
59162P104
(CUSIP Number)
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/1/ The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities and for any subsequent amendment containing information which would
alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that Section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John H. Fain
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ( )
NOT APPLICABLE
(b) ( )
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
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5 SOLE VOTING POWER
6,719,251
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NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY NONE
EACH --------------------------------------------------------
REPORTING
PERSON 7 SOLE DISPOSITIVE POWER
WITH
6,719,251
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8 SHARED DISPOSITIVE POWER
NONE
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,719,251
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
See footnote 2 to Item 4 (x)
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Approximately 45.14%. See footnote 3 to Item 4.
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12 TYPE OF REPORTING PERSON
IN
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Item 1.
(a) Name of Issuer: METRO INFORMATION SERVICES, INC.
(b) Address of Issuer's Principal Executive Offices:
200 GOLDEN OAK COURT
SUITE 300
VIRGINIA BEACH, VA 23452
Item 2.
(a) Name of Person Filing: JOHN H. FAIN
(b) Address of Principal Business Office:
200 GOLDEN OAK COURT
SUITE 300
VIRGINIA BEACH, VA 23452
(c) Citizenship: UNITED STATES
(d) Title of Class of Securities: COMMON STOCK, PAR VALUE $0.01
PER SHARE
(e) CUSIP Number: 59162P104
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b),
check whether the person filing is a:
(a) Broker or Dealer registered under Section 15 of the Act
(b) Bank as defined in section 3(a)(6) of the Act
(c) Insurance Company as defined in section 3(a)(19) of the Act
(d) Investment Company registered under section 8 of the
Investment Company Act
(e) Investment Adviser registered under section 203 of the
Investment Advisers Act of 1940
(f) Employee Benefit Plan, Pension Fund which is subject to the
provisionso of the Employee Retirement Income Security Act of
1974 or Endowment Fund; see Section 240-13d-1(b)(1)(ii)(F)
(g) Parent Holding Company, in accordance with Section
240.13d-1(b)(ii)(G) (Note: See Item 7)
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(h) Group, in accordance with Section 240.13d-1(b)(1)(ii)(H)
NOT APPLICABLE.
Item 4. Ownership
(a) Amount Beneficially Owned: 6,719,251 SHARES /2/
(b) Percent of Class: 45.14% /3/
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote: 6,719,251.
(ii) Shared power to vote or to direct the vote: NONE.
(iii) Sole power to dispose or to direct the disposition of:
6,719,251.
(iv) Shared power to dispose or to direct the disposition of:
NONE.
Item 5. Ownership of Five Percent or Less of a Class:
NOT APPLICABLE.
Item 6. Ownership of More than Five Percent on Behalf of Another Person:
NOT APPLICABLE.
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/2/ As of December 31, 1998. Excludes: (i) 1,206,510 shares owned by a trust
established by Mr. Fain of which his wife, Joyce L. Fain, and his sister,
Cynthia L. Akins, are the co-trustees and of which Mr. Fain disclaims beneficial
ownership; (ii) 227,974 shares held by a trust of which Mr. Fain's son is the
beneficiary and Mr. Fain is the trustee and of which Mr. Fain disclaims
beneficial ownership; and (iii) 206,930 shares held by Ms. Akins as custodian
for the benefit of Mr. Fain's daughter under the Virginia Uniform Transfers to
Minors Act of which Mr. Fain disclaims beneficial ownership. This filing shall
not be deemed an admission that Mr. Fain is the beneficial owner of the
securities described in (i), (ii) or (iii) above for purposes of Section 13 or
Section 16 of the Securities and Exchange Act of 1934 or otherwise.
/3/ Based on 14,884,160 shares of Common Stock outstanding as of December 31,
1998.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company:
NOT APPLICABLE.
Item 8. Identification and Classification of Members of the Group:
NOT APPLICABLE.
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Item 9. Notice of Dissolution of Group:
NOT APPLICABLE.
Item 10. Certification:
NOT APPLICABLE.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: February 10, 1999
/S/ JOHN H. FAIN
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John H. Fain
