<PAGE>
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
(Mark One:)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES AND EXCHANGE ACT
OF 1934 (NO FEE REQUIRED)
For the fiscal year ended December 31, 1997
-----------------
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES AND
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from _______ to _______
Commission file number 0-27612
A. Full title of the plan and the address of plan, if different from that of
the issuer named below:
DATA PROCESSING RESOURCES CORPORATION RETIREMENT SAVINGS PLAN
B. Name of issuer of the securities held pursuant to the plan and the address
of its principal executive office:
DATA PROCESSING RESOURCES CORPORATION
4400 MacArthur Boulevard, Suite 600
Newport Beach, California 92660
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<PAGE>
REQUIRED INFORMATION
Financial Statements:
- --------------------
4. Financial Statements and Schedules prepared in accordance with the
financial reporting requirements of ERISA.
Exhibits:
- --------
23. Consent of Deloitte & Touche LLP
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
administrator of the Data Processing Resources Corporation Retirement Savings
Plan has duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
DATE: July 7, 1998 Data Processing Resources Corporation
Retirement Savings Plan
BY: /s/ Michael A. Piraino
----------------------
Michael A. Piraino
Member of Administrative Committee
of the Retirement Savings Plan
<PAGE>
DATA PROCESSING RESOURCES CORPORATION
RETIREMENT SAVINGS PLAN
TABLE OF CONTENTS
- ------------------------------------------------------------------------------
Page
INDEPENDENT AUDITORS' REPORT 1
FINANCIAL STATEMENTS:
Statements of net assets available for benefits
as of December 31, 1997 and 1996 3
Statement of changes in net assets available for benefits
for the year ended December 31, 1997 4-5
Notes to financial statements
for the years ended December 31, 1997 and 1996 6-12
SUPPLEMENTAL SCHEDULES:
Line 27a - Schedule of assets held for investment purposes
as of December 31, 1997 13
Line 27a - Schedule of assets held for investment purposes which
were both acquired and disposed of within the plan year for the
year ended December 31, 1997 14
Line 27d - Schedule of reportable single transactions
for the year ended December 31, 1997 15
Line 27d - Schedule of reportable series of transactions
for the year ended December 31, 1997 16-17
Schedules other than those listed above are omitted because of the absence of
conditions under which they are required.
<PAGE>
[LETTERHEAD OF DELOITTE & TOUCHE LLP]
INDEPENDENT AUDITORS' REPORT
To the Data Processing Resources Corporation
Retirement Savings Plan:
We have audited the accompanying statements of net assets available for benefits
of the Data Processing Resources Corporation Retirement Savings Plan (the Plan)
as of December 31, 1997 and 1996, and the related statement of changes in net
assets available for benefits for the year ended December 31, 1997. These
financial statements are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our report dated June 19, 1997, we disclaimed an opinion on the financial
statements of the Plan for the year ended December 31, 1996 because, as
permitted by Section 2520.103-8 of the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974 (ERISA), we were instructed not to perform, and we did not
perform, any auditing procedures with respect to certain investment information
that was certified by Great-West Life and Annuity Insurance Company, the
custodian of the Plan. Auditing procedures with respect to this investment
information have been subsequently performed. Accordingly, our present opinion
on the 1996 financial statements, as expressed herein, is different from our
prior report on the 1996 financial statements.
In our opinion, the financial statements referred to above represent fairly, in
all material respects, the net assets available for benefits of the Plan as of
December 31, 1997 and 1996, and the changes in net assets available for benefits
for the year ended December 31, 1997 in conformity with generally accepted
accounting principles.
Our audits were performed for the purpose of forming an opinion on the financial
statements taken as a whole. The supplemental schedules: (1) Line 27a -Schedule
of assets held for investment purposes as of December 31, 1997; (2) Line 27a -
Schedule of assets held for investment purposes
<PAGE>
that were both acquired and disposed of within the Plan year for the year ended
December 31, 1997; and (3) Line 27d - Schedule of reportable transactions for
the year ended December 31, 1997 are presented for the purpose of additional
analysis and are not a required part of the basic financial statements, but are
supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. The supplemental information, by fund, in the statement of
net assets available for benefits and the statement of changes in net assets
available for benefits is presented for the purpose of additional analysis
rather than to present the net assets available for benefits and changes in net
assets available for benefits of the individual funds and is not a required part
of the basic financial statements. The supplemental schedules and supplemental
information by fund are the responsibility of the Plan's management. Such
supplemental schedules and supplemental information, by fund, have been
subjected to the auditing procedures applied in our audits of the basic
financial statements and, in our opinion, are fairly stated in all material
respects when considered in relation to the basic financial statements taken as
a whole.
/s/ DELOITTE & TOUCHE LLP
July 2, 1998
2
<PAGE>
DATA PROCESSING RESOURCES CORPORATION
RETIREMENT SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 1997 AND 1996
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1997 1996
<S> <C> <C>
ASSETS:
Investments (Notes 2 and 3):
Guaranteed Certificate Fund at contract value $ - $ 105,897
Guaranteed Income Fund at contract value 999,373
Pooled separate accounts at fair value 7,618,595 5,330,875
DPRC common stock at fair value 84,863
Cash transaction account (Note 1) 2,922,568
Participant loans receivable 165,510
----------- ----------
Total investments 11,790,909 5,436,772
PARTICIPANT CONTRIBUTION RECEIVABLE 152,791 51,720
----------- ----------
Total assets 11,943,700 5,488,492
LIABILITIES - Excess contributions payable to
participants (66,963)
----------- ----------
NET ASSETS AVAILABLE FOR BENEFITS $11,876,737 $5,488,492
=========== ==========
</TABLE>
3
<PAGE>
DATA PROCESSING RESOURCES CORPORATION
RETIREMENT SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1997
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Supplemental information by fund
------------------------------------------------------------------------------------------------
Growth
Guaranteed Aggressive and Money Profile
Certificate Growth Bond Growth Income Market Series
Fund Fund Fund Fund Fund Fund Fund
<S> <C> <C> <C> <C> <C> <C> <C>
NET ASSETS AVAILABLE FOR
PLAN BENEFITS,
beginning of year $ 105,897 $ 2,573,160 $ 223,304 $ 516,130 $ 709,439 $ 449,024 $ 482,986
Participant contributions and
rollovers 11,705 471,554 37,294 138,737 162,944 99,417 225,987
Net appreciation (depreciation)
in fair value of investments 326,272 7,941 92,717 121,505 11,074 73,337
Interest income 2,551
Participant loan repayments
Benefits paid to participants (260,911) (6,744) (64,423) (93,661) (28,546) (29,951)
Participant loan withdrawals
Excess contributions payable to
participants
Administrative and other expenses (127) (2,922) (251) (798) (956) (568) (1,180)
Transfers between funds (208,299) (2,702) 50,340 13,585 99,575 2,284
Transfer of assets from
Great-West to CIGNA (120,026) (2,898,854) (258,842) (732,703) (912,856) (629,976) (753,463)
Transfer of AD&D assets from
Principal to CIGNA
Transfer of PSC assets from
Manulife to CIGNA
--------- ----------- --------- --------- --------- --------- ---------
Net (decrease) increase (105,897) (2,573,160) (223,304) (516,130) (709,439) (449,024) (482,986)
--------- ----------- --------- --------- --------- --------- ---------
NET ASSETS AVAILABLE FOR
BENEFITS, end of year $ - $ - $ - $ - $ - $ - $ -
========= =========== ========= ========= ========= ========= =========
<CAPTION>
Supplemental information by fund
----------------------------------------------------------------------------------
CIGNA
INVESCO Stock
CIGNA Industrial Market
International Guaranteed Lifetime Income Index AIM Charter
Fund Income Fund Funds Account Account Account
<S> <C> <C> <C> <C> <C> <C>
NET ASSETS AVAILABLE FOR
PLAN BENEFITS,
beginning of year $ 376,832 $ - $ - $ - $ - $ -
Participant contributions and
rollovers 79,104 156,563 168,290 86,577 212,019 100,150
Net appreciation (depreciation)
in fair value of investments 63,423 20,512 25,133 23,866 14,897
Interest income 27,509 22 154 155
Participant loan repayments 36 50 50
Benefits paid to participants (18,703) (119,726) (48,041) (9,799) (10,271) (6,479)
Participant loan withdrawals (403) (1,674) (5,034) (6,000)
Excess contributions payable to
participants
Administrative and other expenses (438) (3) (22) (20) (13)
Transfers between funds 45,216 (136,710) (58,128) (97,052) 121,893 8,947
Transfer of assets from
Great-West to CIGNA (545,434) 1,008,844 753,463 402,897 210,615 509,959
Transfer of AD&D assets from
Principal to CIGNA
Transfer of PSC assets from
Manulife to CIGNA 63,299 116,785 43,661 16,773 52,895
--------- ---------- -------- -------- -------- --------
Net (decrease) increase (376,832) 999,373 952,881 449,779 570,045 674,561
--------- ---------- -------- -------- -------- --------
NET ASSETS AVAILABLE FOR
BENEFITS, end of year $ - $ 999,373 $952,881 $449,779 $570,045 $674,561
========= ========== ======== ======== ======== ========
</TABLE>
4
<PAGE>
DATA PROCESSING RESOURCES CORPORATION
RETIREMENT SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1997 (Continued)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Supplemental information by fund
----------------------------------------------------------------------------------------------
American
Fidelity Century
Advisor Twentieth
Growth PBHG Century AIM Janus Templeton
Janus Opportunities Growth Ultra Constellation Worldwide Foreign
Account Account Account Account Account Account Account
<S> <C> <C> <C> <C> <C> <C> <C>
NET ASSETS AVAILABLE FOR
PLAN BENEFITS,
beginning of year $ - $ - $ - $ - $ - $ - $ -
Participant contributions and
rollovers 67,346 128,409 125,309 165,814 137,303 96,434 36,469
Net appreciation (depreciation)
in fair value of investments 13,728 32,591 7,175 14,868 11,227 (4,516) (12,418)
Interest income 391 50 403 404
Participant loan repayments 443 84 1,364 1,365
Benefits paid to participants (4,258) (13,644) (64,824) (65,255) (36,287) (319) (2,161)
Participant loan withdrawals (27,540) (4,536) (15,270) (16,295)
Excess contributions payable to
participants
Administrative and other expenses (88) (61) (133) (127) (2)
Transfers between funds (5,750) 45,316 (144,062) 89,899 (25,015) 128,984 9,196
Transfer of assets from
Great-West to CIGNA 250,664 271,424 868,002 1,264,111 1,170,124 142,051
Transfer of AD&D assets from
Principal to CIGNA
Transfer of PSC assets from
Manulife to CIGNA 107,144 145,437 27 55 28,164 21,364 30,751
-------- -------- --------- ---------- ---------- -------- --------
Net increase (decrease) 402,080 605,070 791,627 1,455,856 1,270,863 241,945 203,888
-------- -------- --------- ---------- ---------- -------- --------
NET ASSETS AVAILABLE FOR
BENEFITS, end of year $402,080 $605,070 $ 791,627 $1,455,856 $1,270,863 $241,945 $203,888
======== ======== ========= ========== ========== ======== ========
<CAPTION>
Supplemental information by fund
--------------------------------------------------------------------
Excess
DPRC Cash Participant contributions
Common transaction loans Contribution payable to
Stock account receivable receivable participants Total
<S> <C> <C> <C> <C> <C> <C>
NET ASSETS AVAILABLE FOR
PLAN BENEFITS,
beginning of year $ - $ - $ - $ 51,720 $ - $ 5,488,492
Participant contributions and
rollovers 22,681 17,958 101,071 2,849,135
Net appreciation (depreciation)
in fair value of investments (15) 843,317
Interest income 31,639
Participant loan repayments (3,392)
Benefits paid to participants (884,003)
Participant loan withdrawals 76,752
Excess contributions payable to
participants (66,963) (66,963)
Administrative and other expenses (286) (7,995)
Transfers between funds 62,483
Transfer of assets from
Great-West to CIGNA
Transfer of AD&D assets from
Principal to CIGNA 2,904,610 2,904,610
Transfer of PSC assets from
Manulife to CIGNA 92,150 718,505
------- ---------- -------- -------- -------- -----------
Net increase (decrease) 84,863 2,922,568 165,510 101,071 (66,963) 6,388,245
------- ---------- -------- -------- -------- -----------
NET ASSETS AVAILABLE FOR
BENEFITS, end of year $84,863 $2,922,568 $165,510 $152,791 $(66,963) $11,876,737
======= ========== ======== ======== ======== ===========
</TABLE>
5
<PAGE>
DATA PROCESSING RESOURCES CORPORATION
RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1996
- --------------------------------------------------------------------------------
1. DESCRIPTION OF PLAN
The following description of the Plan provides only general information.
Participants should refer to the Plan document for a more complete
description of the Plan's provisions.
General - Effective March 1, 1990, Data Processing Resources Corporation
(the Company, DPRC or Plan Sponsor) adopted the Data Processing Resources
Corporation Retirement Savings Plan (the Plan). The Plan is a defined-
contribution pension plan designed to qualify under Internal Revenue Code
(the Code) Section 401(k). The Plan covers all full-time employees of the
Company who have completed a minimum of 30 days of service and are age 21 or
older. The Plan is subject to the provisions of the Employee Retirement
Income Security Act of 1974 (ERISA).
Effective July 1, 1997, the Plan changed the custodian from Great-West Life
and Annuity Insurance Company (Great-West) to Connecticut General Life
Insurance Company (CIGNA). Concurrent with the change in custodian, Plan
investments were sold and the proceeds were transferred to CIGNA funds, with
similar investment objectives as the previous funds at Great-West.
During the year ended December 31, 1996, the Plan Sponsor acquired two
entities: the Applications Design and Development division of ADD
Consulting, Inc. (AD&D) and Professional Software Consultants, Inc. (PSC).
During September 1997, the net assets of the PSC 401(k) Profit Sharing Plan,
a defined contribution plan, were transferred from the Manufacturers Life
Insurance Company (Manulife) to CIGNA funds, with similar investment
objectives as the previous funds at Manulife. During December 1997, the net
assets of the AD&D defined contribution plan were transferred from the
Principal Mutual Life Insurance Company (Principal) to CIGNA. As of December
31, 1997, these assets had been received by the Plan but had not yet been
allocated to individual CIGNA funds. Accordingly, these assets have been
recorded in the cash transaction account in the financial statements for the
year ended December 31, 1997.
Contributions - Each year, participants may elect to contribute up to 20% of
pretax annual compensation, as defined in the Plan. Total participant
contributions may not exceed $9,500 for the year ended December 31, 1997.
Funds transferred from participants' prior qualified plans (rollovers) are
included in participant contributions for the year ended December 31, 1997.
The Company, at its discretion, may contribute additional amounts to each
participant with at least 1,000 hours of service during the Plan year. The
Company made no contributions for the year ended December 31, 1997.
Participant Accounts - Each participant's account is credited with the
participant's contributions, an allocation of the Company's contributions,
and an allocation of Plan earnings, and charged with an allocation of
administrative expenses. The method of allocation is defined in the Plan
document.
6
<PAGE>
DATA PROCESSING RESOURCES CORPORATION
RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1996 (Continued)
- --------------------------------------------------------------------------------
Investment Options - Upon enrollment in the Plan, a participant may direct
employee contributions, as follows:
For the year ended December 31, 1996 and the period from January 1, 1997
through June 30, 1997, Great-West offered investment options as follows:
Profile Series Fund - Consists of five funds: aggressive, moderately
aggressive, moderate, moderately conservative and conservative. The funds
invest in a wide range of investments based on the objectives of the fund.
International Fund - Consists of three funds: Putnam Global Growth Fund,
Fidelity Advisor Overseas Fund and Maxim Foreign Equity Fund. The funds
invest primarily in foreign equity and debt securities.
Aggressive Growth Fund - Consists of five funds: Twentieth Century Ultra
Investors, AIM Constellation, Maxim Small-Cap Index, Maxim Growth Index
and Maxim Small-Cap Aggressive Growth. The funds invest primarily in
equity and short-term securities.
Growth and Income Fund - Consists of five funds: Maxim Total Return, AIM
Charter, Maxim Value Index, Fidelity Advisor Equity Income and Putnam Fund
for Growth and Income. The funds invest in a wide variety of equity,
short-term and government debt securities.
Bond Fund - Consists of five funds: Maxim U.S. Government Mortgage
Securities, Maxim Investment Grade Corporate Bond, Maxim Corporate Bond,
Putnam Global Governmental Income and Maxim Ultra Short-Term Bond. The
funds invest primarily in corporate and government debt securities.
Growth Fund - Consists of four funds: Fidelity Advisor Growth
Opportunities, Maxim Stock Index, AIM Weingarten and Maxim Small-Cap
Value. The funds invest principally in corporate equity securities.
Money Market Fund - Consists of a money market fund whose assets are
invested in short-term government securities, certificates of deposit,
cash and cash equivalents.
Guaranteed Certificate Fund - Funds are invested in guaranteed investment
contracts whose underlying assets consist of bonds, mortgages and policy
loans.
7
<PAGE>
DATA PROCESSING RESOURCES CORPORATION
RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1996 (Continued)
- --------------------------------------------------------------------------------
For the period from July 1, 1997 to December 31, 1997, CIGNA offered
investment options as follows:
CIGNA Guaranteed Income Fund - Consists of a diversified portfolio of
high-quality, fixed income instruments (primarily intermediate-term bonds
and commercial mortgages within Connecticut General's General Account).
CIGNA Lifetime Funds - Consists of five funds, aggressive, moderately
aggressive, moderate, moderately conservative and conservative. The funds
invest in a wide range of investments based on the objectives of the fund.
INVESCO Industrial Income Account - Invests in the common stocks of U.S.
companies, as well as convertible bonds, preferred stocks and debt
instruments which provide a relatively high-yield and stable return.
CIGNA Stock Market Index Account - Invests in the stocks in the S&P 500
Index that approximate the total return of the S&P 500 Index, with long-
term growth of capital and income.
AIM Charter Account - Invests mainly in interest-, income- or dividend-
paying common stocks that have prospects for both growth of capital and
dividend income.
Fidelity Advisor Growth Opportunities Account - Invests in the common
stock and securities convertible into the common stock of companies
believed to have long-term growth potential.
Janus Account - Invests in primarily common stocks of well-established,
high-quality, large, domestic and foreign companies.
PBHG Growth Account - Invests in common stocks and convertible securities
of small and medium-sized growth companies that trade in the U.S. or
Canada on registered exchanges or in the over-the-counter market.
American Century Twentieth Century Ultra Account - Invests in the equity
securities of large and medium-sized companies that offer the potential
for better-than-average prospects for capital appreciation.
AIM Constellation Account - Invests in the securities of companies that
experienced above-average and consistent long-term growth in earnings and
have excellent prospects for outstanding future and/or that are currently
enjoying a dramatic increase in profits.
Janus Worldwide Account - Invests in primarily common stocks of foreign
and domestic issuers.
8
<PAGE>
DATA PROCESSING RESOURCES CORPORATION
RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1996 (Continued)
- --------------------------------------------------------------------------------
Templeton Foreign Account - Invests in common stocks and, to a lesser
extent, debt obligations of companies and governments outside the U.S.
DPRC Stock - Invests in the Plan sponsor's common stock.
Vesting - Participant elective deferral contributions and Company
contributions are fully vested at all times. Vested balances may be
withdrawn when participants become disabled, die, retire or terminate
employment.
Payment of Benefits - Upon termination of service, a participant may elect
to receive a lump-sum amount equal to the value of his or her account,
purchase an immediate or deferred annuity from an insurance company, or keep
the account in the Plan and maintain his or her account in any of the Plan's
investment options.
Plan Termination - Although it has not expressed any intent to do so, the
Company has the right under the Plan to discontinue contributions at any
time and to terminate the Plan subject to the provisions of ERISA. In the
event of Plan termination, participants become 100% vested in their
accounts.
Participant Loans Receivable - Effective July 1, 1997, participants who are
active employees of the Company may borrow up to the lesser of 50% of their
vested account balance in the Plan or $50,000. The minimum loan is $1,000.
Loans are repayable through payroll deductions over a period not to exceed
five years, except for loans for the purchase or construction of a
participant's principal residence, which provide for repayment over a
reasonable period of time that may exceed five years. Loans bear interest
at the prime rate, as established by the Wall Street Journal on the loan
funding date, plus 1%. As of December 31, 1997, no participant loans were
delinquent.
2. SUMMARY OF ACCOUNTING POLICIES
Basis of Accounting - The accompanying financial statements and supplemental
schedules have been prepared on the accrual basis of accounting and present
the net assets available for benefits and changes in those net assets.
Use of Estimates - The preparation of financial statements in conformity
with generally accepted accounting principles requires the Plan
administrator to make estimates and assumptions that affect the reported
amounts and disclosures. Accordingly, actual results may differ from those
estimates.
9
<PAGE>
DATA PROCESSING RESOURCES CORPORATION
RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1996 (Continued)
- --------------------------------------------------------------------------------
Investment Valuation and Income Recognition - The Plan's investments are
stated at fair value, except for its investment contract that is valued at
contract value, which approximates fair value. Units in pooled separate
accounts are valued at the quoted market prices of the underlying
securities, primarily mutual funds at year-end. The Company stock is valued
at its quoted market price. Purchases and sales of securities are recorded
on a trade-date basis.
Administrative Expenses - The costs of administering the Plan are paid for
by the Company, with the exception of fees charged by Great-West and CIGNA,
which are applied directly to participants' accounts.
3. INVESTMENTS
Investments held at December 31, 1997 and 1996 are as follows:
<TABLE>
<CAPTION>
1997
-------------------------
Cost Fair value
<S> <C> <C>
CIGNA Guaranteed Income Fund $ 999,373 $ 999,373
CIGNA Lifetime Funds 933,955 952,881
INVESCO Industrial Income Account 428,357 449,779
CIGNA Stock Market Index Account 546,456 570,045
AIM Charter Account 662,294 674,561
Janus Account 390,434 402,080
Fidelity Advisor Growth Opportunity Account 574,324 605,070
PBHG Growth Account 793,103 791,627
American Century Twentieth Century Ultra Account 1,442,765 1,455,856
AIM Constellation Account 1,267,789 1,270,863
Janus Worldwide Account 246,387 241,945
Templeton Foreign Account 216,166 203,888
DPRC Common Stock 78,391 84,863
Cash Transaction Account (GST) 2,922,568 2,922,568
Participant loans receivable 165,510 165,510
----------- -----------
$11,667,872 $11,790,909
=========== ===========
</TABLE>
10
<PAGE>
DATA PROCESSING RESOURCES CORPORATION
RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1996 (Continued)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1996
------------------------
Cost Fair value
<S> <C> <C>
Guaranteed Certificate Fund $ 105,897 $ 105,897
Aggressive Growth Fund 2,381,376 2,573,160
Bond Fund 212,737 223,304
Growth Fund 451,262 516,130
Growth and Income Fund 617,850 709,439
Money Market Fund 435,747 449,024
Profile Series Fund 438,271 482,986
International Fund 335,783 376,832
---------- ----------
$4,978,923 $5,436,772
========== ==========
</TABLE>
4. INCOME TAXES
The Plan obtained its latest determination letter on April 28, 1992, in
which the Internal Revenue Service (IRS) stated that the Plan, as then
designed, was in compliance with the applicable requirements of the Code.
The Plan has been amended since receiving the determination letter and an
application requesting a new determination letter has been filed with the
IRS. The Plan administrator and the Plan's tax counsel believe that the
Plan is currently designed and being operated in compliance with the
applicable requirements of the Code. Therefore, no provision for income
taxes has been included in the Plan's financial statements.
11
<PAGE>
DATA PROCESSING RESOURCES CORPORATION
RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1996 (Continued)
- --------------------------------------------------------------------------------
5. RECONCILIATION OF FORM 5500 TO THE FINANCIAL STATEMENTS
The information contained in the financial statements does not agree to the
information contained in Form 5500, which was prepared on a cash basis. The
differences are due to the recording of a receivable for participant
contributions and other distributions payable in the financial statements.
The following is a reconciliation of the difference as of and for the years
ended December 31, 1997 and 1996:
<TABLE>
<CAPTION>
1997 1996
<S> <C> <C>
Net assets available for benefits per Form 5500 $11,790,909 $5,436,772
Contributions receivable 152,791 51,720
Excess contributions payable to participants (66,963)
----------- ----------
Net assets available for benefits per the financial
statements $11,876,737 $5,488,492
=========== ==========
Participant contributions per Form 5500 $ 2,748,064 $2,197,982
Contributions receivable 101,071 51,720
----------- ----------
Participant contributions per the financial statements $ 2,849,135 $2,249,702
=========== ==========
</TABLE>
12
<PAGE>
SUPPLEMENTAL SCHEDULES
<PAGE>
DATA PROCESSING RESOURCES CORPORATION
RETIREMENT SAVINGS PLAN
LINE 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1997
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------
(a) (b) (c) (d) (e)
Identity of issue, borrower, Description of investment,
lessor or similar party including maturity date, rate of interest, Current
collateral, par or maturity value Cost value
<S> <C> <C> <C> <C>
* Connecticut General Life Insurance CIGNA Guaranteed Income Fund $ 999,373 $ 999,373
* Connecticut General Life Insurance CIGNA Lifetime Fund 933,955 952,881
* Connecticut General Life Insurance INVESCO Industrial Income Account 428,357 449,779
* Connecticut General Life Insurance CIGNA Stock Market Index Account 546,456 570,045
* Connecticut General Life Insurance AIM Charter Fund 662,294 674,561
* Connecticut General Life Insurance Janus Account 390,434 402,080
* Connecticut General Life Insurance Fidelity Advisor Growth Opportunities
Account 574,324 605,070
* Connecticut General Life Insurance PBHG Growth Account 793,103 791,627
* Connecticut General Life Insurance American Century Twentieth Century Ultra
Account 1,442,765 1,455,856
* Connecticut General Life Insurance AIM Constellation Account 1,267,789 1,270,863
* Connecticut General Life Insurance Janus Worldwide Account 246,387 241,945
* Connecticut General Life Insurance Templeton Foreign Account 216,166 203,888
* C G Trust Company DPRC Common Stock 78,391 84,863
* Connecticut General Life Insurance Cash Transaction Account 2,922,568 2,922,568
Participant Loans Receivable 165,510 165,510
----------- -----------
$11,667,872 $11,790,909
=========== ===========
</TABLE>
*Denotes a party-in-interest investment
13
<PAGE>
DATA PROCESSING RESOURCES CORPORATION
RETIREMENT SAVINGS PLAN
LINE 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
THAT WERE BOTH ACQUIRED AND DISPOSED OF WITHIN THE PLAN YEAR
FOR THE YEAR ENDED DECEMBER 31, 1997
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
(a) (b) (c) (d)
Identity of issue, borrower, Description of investment, Proceeds
lessor or similar party including maturity date, rate of interest, Cost of of
collateral, par or maturity value acquisition disposition
<S> <C> <C> <C>
Great-West Life and Annuity Insurance Company Guaranteed Certificate Fund 36, matures $5,067 $5,067
December 31, 1999, 4.55%
Great-West Life and Annuity Insurance Company Guaranteed Certificate Fund 36, matures
March 31, 2000, 5.25% 7,328 7,328
Great-West Life and Annuity Insurance Company Guaranteed Certificate Fund 36, matures
June 30, 2000, 5.50% 3,381 3,381
Great-West Life and Annuity Insurance Company Guaranteed Certificate Fund 60, matures
December 31, 2001, 4.80% 326 326
Great-West Life and Annuity Insurance Company Guaranteed Certificate Fund 60, matures
March 31, 2002, 5.50% 386 386
Great-West Life and Annuity Insurance Company Guaranteed Certificate 84, matures
December 31, 2003, 4.95% 4 4
</TABLE>
14
<PAGE>
DATA PROCESSING RESOURCES CORPORATION
RETIREMENT SAVINGS PLAN
LINE 27d - SCHEDULE OF REPORTABLE SINGLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1997
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------
(a) (b) (c)
Purchase
Identity of party involved Description of assets price
<S> <C> <C>
Connecticut General Life Insurance Company Lifetime 20 Fund $ 315,075
Connecticut General Life Insurance Company AIM Charter Account 509,959
Connecticut General Life Insurance Company INVESCO Industrial Income
Account 402,897
Connecticut General Life Insurance Company PBHG Growth Account 868,002
Connecticut General Life Insurance Company American Century Twentieth
Century Ultra Fund 1,264,111
Connecticut General Life Insurance Company AIM Constellation Account 1,170,124
</TABLE>
Note: The information set forth in this schedule has been limited to a listing
of single transactions with respect to the same investment fund in excess of 5%
($274,425) of the value of the Plan's net assets available for benefits
($5,488,492) as of January 1, 1997.
15
<PAGE>
DATA PROCESSING RESOURCES CORPORATION
RETIREMENT SAVINGS PLAN
LINE 27d - SCHEDULE OF REPORTABLE SERIES OF TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1997
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
(a) (b) (c) (d) (g) (h) (i)
Current value
of asset on
Purchase Selling Cost of transaction Net gain
Identity of party involved Description of assets price price assets date (loss)
<S> <C> <C> <C> <C> <C> <C>
Great-West Life and Annuity Aggressive Growth Fund $3,541,006 $6,440,438 $5,926,706 $6,440,438 $513,732
Great-West Life and Annuity Bond Fund 504,297 485,788 504,297 18,509
Great-West Life and Annuity Growth Fund 798,559 1,407,406 1,249,821 1,407,406 157,585
Great-West Life and Annuity Growth and Income Fund 1,062,821 1,893,752 1,682,903 1,893,752 210,849
Great-West Life and Annuity International Fund 611,163 1,051,418 946,945 1,051,418 104,473
Great-West Life and Annuity Money Market Fund II 936,975 1,397,073 1,372,723 1,397,073 24,350
Great-West Life and Annuity Profile Series 831,568 1,387,890 1,269,839 1,387,890 118,051
</TABLE>
Note: The information set forth in this schedule has been limited to a listing
of series of transactions with respect to the same investment fund in excess of
5% ($274,425) of the value of the Plan's net assets available for benefits
($5,488,492) as of January 1, 1997.
16
<PAGE>
DATA PROCESSING RESOURCES CORPORATION
RETIREMENT SAVINGS PLAN
LINE 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1997 (Continued)
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
(a) (b) (c) (d) (g) (h) (i)
Current
value
of asset on
Purchase Selling Cost of transaction Net gain
Identity of party involved Description of assets price price assets date (loss)
<S> <C> <C> <C> <C> <C> <C>
Connecticut General Life Insurance Company CIGNA Guaranteed Income $1,391,290 $419,426 $419,426 $419,426
Fund
Connecticut General Life Insurance Company CIGNA Lifetime 20 Fund 376,450
Connecticut General Life Insurance Company CIGNA Lifetime 30 Fund 289,464
Connecticut General Life Insurance Company INVESCO Industrial Income
Account 547,511
Connecticut General Life Insurance Company CIGNA Stock Market Index
Account 567,895
Connecticut General Life Insurance Company AIM Charter Account 725,725
Connecticut General Life Insurance Company Janus Account 454,717
Connecticut General Life Insurance Company Fidelity Advisor Growth
Opportunities Account 639,903
Connecticut General Life Insurance Company PBHG Growth Account 1,073,199 288,747 280,095 288,747 8,652
Connecticut General Life Insurance Company American Century Twentieth
Century Ultra Account 1,623,920
Connecticut General Life Insurance Company AIM Constellation Account 1,401,095
</TABLE>
17
<PAGE>
EXHIBIT 23
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement No.
333-30663 of Data Processing Resources Corporation on Form S-8 of our report
dated July 2, 1998, appearing in the Annual Report on Form 11-K of the Data
Processing Resources Corporation Retirement Savings Plan for the year ended
December 31, 1997.
/s/ Deloitte & Touche LLP
Costa Mesa, California
July 2, 1998
