Exhibit 99.1
DATA PROCESSING RESOURCES CORPORATION
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October 20, 1998
To the Persons on the
Attached Distribution List
Re: Merger Consideration and Related Matters
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Dear Gentlemen:
This letter is in reference to that certain Agreement and Plan of Merger
dated June 16, 1998 (the "Merger Agreement"), by and among Data Processing
Resources Corporation, a Delaware corporation ("DPRC"), DPRC Acquisition Corp.,
a North Carolina corporation ("Acquisition"), Systems & Programming Consultants,
a North Carolina corporation ("SPC"), ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, as amended October 13, 1998, pursuant to
which Acquisition has agreed to merge with and into SPC, on the terms and
subject to the conditions of the Merger Agreement. Capitalized terms used
herein but which are not otherwise defined shall have the meanings given to them
in the Merger Agreement.
Notwithstanding anything in the Merger Agreement or the Exhibits or the
Schedules to the Merger Agreement to the contrary, we have agreed as follows:
1. Section 3.2(b) of the Merger Agreement shall be amended and modified
to read in its entirety as follows:
(b) Determination of the Merger Consideration. The "Merger
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Consideration" shall be the amount equal to Seventy-One Million Five
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Hundred One Thousand Dollars ($71,501,000), less the SPC Tax and Other
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Liabilities at the Effective Date, less the amount of the Aged Receivables
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at the Effective Date, less the Merger Cost and Expenses, less the
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aggregate amount of the payments made to the Controlling Shareholders
pursuant to Section 5 of the Noncompetition Agreement, less one-half of
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the prepayment penalty disclosed on Schedule 4.27(b) hereto.
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2. Section 3.2(c) of the Merger Agreement shall be amended and modified
to read in its entirety as follows:
To the Persons on the
Attached Distribution List
October 20, 1998
Page 2
Agreement, less one-half of the prepayment penalty disclosed on Schedule
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4.27(b) hereto.
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2. Section 3.2(c) of the Merger Agreement shall be amended and modified
to read in its entirety as follows:
(c) Determination of the DPRC Applicable Share Value. The "DPRC
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Applicable Share Value" shall be $21.00.
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3. All references in the Merger Agreement, or any of the Exhibits or
Schedules to the Merger Agreement, to the term "DPRC Average Closing Price at
the Signing Date" shall be amended and modified to be references to the
term"DPRC Applicable Share Value."
4. The aggregate number of shares of DPRC Common Stock which are to be
subject to options pursuant to Section 11.4 of the Merger Agreement, as set
forth on Schedule 11.4 to the Merger Agreement, shall be increased from 175,000
to 250,000.
All other provisions of the Merger Agreement not expressly modified by
this letter agreement shall remain unchanged and in full force and effect in all
respects.
Please acknowledge your consent and agreement to the terms of this letter
by executing this letter in the space provided below for that purpose.
Very truly yours,
DATA PROCESSING RESOURCES
CORPORATION
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Executive Vice President
To the Persons on the
Attached Distribution List
October 20, 1998
Page 3
CONSENTED AND AGREED TO:
DPRC ACQUISITION CORP., SYSTEMS & PROGRAMMING
a North Carolina corporation CONSULTANTS, INC.
a North Carolina corporation
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Executive Vice President -----------------------------
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President
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