<PAGE>
================================================================================
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, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES AND
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
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
18301 Von Karman, Suite 600
Irvine, California 92612
<PAGE>
REQUIRED INFORMATION
Financial Statements:
- --------------------
4. Financial Statements and Schedules prepared in accordance with the
financial reporting requirements of ERISA.
Exhibits:
- --------
23.1 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, in the City of Irvine, State of
California, on the 29th day of June, 1999.
Data Processing Resources Corporation
Retirement Savings Plan
BY: /s/ James A. Adams
-----------------------------------
James A. Adams
Member of Administrative Committee
of the Retirement Savings Plan
<PAGE>
DATA PROCESSING RESOURCES CORPORATION
RETIREMENT SAVINGS PLAN
TABLE OF CONTENTS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Page
<S> <C>
INDEPENDENT AUDITORS' REPORT 1
FINANCIAL STATEMENTS:
Statements of net assets available for benefits
as of December 31, 1998 and 1997 3
Statement of changes in net assets available for benefits
for the year ended December 31, 1998 4
Statement of changes in net assets available for benefits
for the year ended December 31, 1997 6
Notes to financial statements
for the years ended December 31, 1998 and 1997 8
SUPPLEMENTAL SCHEDULES:
Line 27a - Schedule of assets held for investment purposes
as of December 31, 1998 15
Line 27d - Schedule of reportable series of transactions
for the year ended December 31, 1998 16
Line 27f - Schedule of nonexempt transactions
for the year ended December 31, 1998 17
</TABLE>
Schedules other than those listed above are omitted because of the absence of
conditions under which they are required.
<PAGE>
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, 1998 and 1997, and the related statements of changes in net
assets available for benefits for the years then ended. 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 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, 1998 and 1997, and the changes in net assets available for benefits
for the years then ended 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, 1998, (2)
Line 27d - Schedule of reportable transactions for the year ended December 31,
1998, and (3) Line 27f - Schedule of nonexempt transactions for the year ended
December 31, 1998, 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 statements of net assets
available for benefits and the statements 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. 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
June 25, 1999
1
<PAGE>
DATA PROCESSING RESOURCES CORPORATION
RETIREMENT SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 1998 AND 1997
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1998 1997
<S> <C> <C>
ASSETS:
Investments (Note 3):
Guaranteed Income Fund at contract value $ 2,639,685 $ 999,373
Pooled separate accounts at fair value 17,586,599 7,618,595
DPRC common stock at fair value 456,890 84,863
Cash transaction account (Note 1) 23,005 2,922,568
Participant loans receivable 370,863 165,510
----------- -----------
Total investments 21,077,042 11,790,909
Participant contributions receivable 359,944 152,791
----------- -----------
Total assets 21,436,986 11,943,700
LIABILITIES - Excess contributions payable to participants (118) (66,963)
----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $21,436,868 $11,876,737
=========== ===========
</TABLE>
2
<PAGE>
DATA PROCESSING RESOURCES CORPORATION
RETIREMENT SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1998
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Supplemental information by fund
-----------------------------------------------------------------------------------------------
CIGNA Fidelity
CIGNA INVESCO Stock Advisor
Guaranteed CIGNA Industrial Market AIM Growth
Income Lifetime Income Index Charter Janus Opportunities
Fund Funds Account Account Account Account Account
<S> <C> <C> <C> <C> <C> <C> <C>
NET ASSETS AVAILABLE
FOR PLAN BENEFITS,
beginning of year $ 999,373 $ 952,881 $ 449,779 $ 570,045 $ 674,561 $ 402,080 $ 605,070
Participant contributions
and rollovers 604,415 636,991 220,592 725,594 408,234 383,075 675,107
Net appreciation
(depreciation) in fair value
of investments 190,699 75,414 345,385 342,969 279,962 392,940
Interest income 121,716 713 636 2,278 2,749 1,697 2,495
Participant loan repayments
(including loans transferred in) 17,838 3,135 3,768 5,988 14,203 4,890 14,163
Benefits paid to participants (351,924) (148,683) (52,627) (204,839) (227,248) (74,414) (247,213)
Participant loan withdrawals (32,735) (10,298) (28,899) (28,451) (30,450) (10,029) (64,046)
Decrease in excess contributions
payable to participants
Administrative and
other expenses (45,644) 3,040 3,729 4,842 1,784 (55) 17,739
Transfers between funds 703,194 137,286 (85,083) 507,771 260,406 345,295 61,339
Transfer of Leardata assets
from Merrill Lynch to
CIGNA 564,696 32,513 (199) 402,501 (92) 824,594
Transfer of Computec assets
from Principal to CIGNA 58,756 25,380 109,058 45,868
---------- ---------- ---------- ---------- ---------- ---------- ----------
Net increase (decrease) 1,640,312 870,776 137,530 1,467,427 1,175,148 976,197 1,677,118
---------- ---------- ---------- ---------- ---------- ---------- ----------
NET ASSETS AVAILABLE
FOR PLAN BENEFITS,
end of year $2,639,685 $1,823,657 $ 587,309 $2,037,472 $1,849,709 $1,378,277 $2,282,188
========== ========== ========== ========== ========== ========== ==========
<CAPTION>
-----------------------------------------------------------------------------------------------
Charter
American Large
Century Company
Twentieth Stock
PBHG Century AIM Janus Templeton Growth
Growth Ultra Constellation Worldwide Foreign Putnam
Account Account Account Account Account Fund
<S> <C> <C> <C> <C> <C> <C>
NET ASSETS AVAILABLE
FOR PLAN BENEFITS,
beginning of year $ 791,627 $1,455,856 $1,270,863 $ 241,945 $ 203,888 $ -
Participant contributions
and rollovers 215,786 636,874 296,056 587,936 170,458 116,915
Net appreciation
(depreciation) in fair value
of investments (8,680) 755,593 204,172 178,152 (41,448) 61,741
Interest income 212 2,646 824 1,595 230 434
Participant loan repayments
(including loans transferred in) 172 20,310 11,433 15,573 5,424 6,195
Benefits paid to participants (111,010) (319,143) (156,273) (120,559) (62,699) (251)
Participant loan withdrawals (5,157) (30,142) (25,002) (13,999) (11,702) (50)
Decrease in excess contributions
payable to participants
Administrative and
other expenses (34) 10,703 598 5,867 (68) 69
Transfers between funds (279,456) 734,645 (370,451) 531,758 (22,251) 195,664
Transfer of Leardata assets
from Merrill Lynch to
CIGNA (161) (55) 117,828 271
Transfer of Computec assets
from Principal to CIGNA 54,566 25,851 166,514
---------- ---------- ---------- ---------- ---------- ----------
Net increase (decrease) (188,167) 1,865,891 (38,643) 1,212,119 155,772 547,502
---------- ---------- ---------- ---------- ---------- ----------
NET ASSETS AVAILABLE
FOR PLAN BENEFITS,
end of year $ 603,460 $3,321,747 $1,232,220 $1,454,064 $ 359,660 $ 547,502
========== ========== ========== ========== ========== ==========
</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, 1998 (Continued)
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Supplemental information by fund
-------------------------------------------------
Charter
Small Charter
Company Equity
Stock Income - Excess
Growth Warburg DPRC Cash Participant contributions
Fiduciary Pincus common transaction loans Contributions payable to
Fund Fund stock account receivable receivable participants
<S> <C> <C> <C> <C> <C> <C> <C>
NET ASSETS AVAILABLE
FOR PLAN BENEFITS,
beginning of year $ - $ - $ 84,863 $ 2,922,568 $ 165,510 $152,791 $(66,963)
Participant contributions
and rollovers 24,959 25,418 186,431 23,005 207,153
Net appreciation
(depreciation) in fair value
of investments 6,575 1,939 46,306
Interest income 45 225 172
Participant loan repayments
(including loans transferred in) 124 953 1,140 (140,268)
Benefits paid to participants (73) (30) (11,112)
Participant loan withdrawals (2,870) 293,830
Decrease in excess contributions
payable to participants 66,845
Administrative and
other expenses 26 (1,318)
Transfers between funds 33,731 15,442 153,278 (2,922,568)
Transfer of Leardata assets
from Merrill Lynch to
CIGNA 51,791
Transfer of Computec assets
from Principal to CIGNA
------- ------- -------- ----------- ----------- ----------- ------------
Net increase (decrease) 65,361 43,973 372,027 (2,899,563) 205,353 207,153 66,845
------- ------- -------- ----------- ----------- ----------- ------------
NET ASSETS AVAILABLE
FOR PLAN BENEFITS,
end of year $65,361 $43,973 $456,890 $ 23,005 $ 370,863 $359,944 $ (118)
======= ======= ======== =========== =========== =========== ============
<CAPTION>
Total
<S> <C>
NET ASSETS AVAILABLE
FOR PLAN BENEFITS,
beginning of year $11,876,737
Participant contributions
and rollovers 6,144,999
Net appreciation
(depreciation) in fair value
of investments 2,831,719
Interest income 138,667
Participant loan repayments
(including loans transferred in) (14,959)
Benefits paid to participants (2,088,098)
Participant loan withdrawals
Decrease in excess contributions
payable to participants 66,845
Administrative and
other expenses 1,278
Transfers between funds
Transfer of Leardata assets
from Merrill Lynch to
CIGNA 1,993,687
Transfer of Computec assets
from Principal to CIGNA 485,993
-----------
Net increase (decrease) 9,560,131
-----------
NET ASSETS AVAILABLE
FOR PLAN BENEFITS,
end of year $21,436,868
===========
</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
<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>
- ---------------------------------------------------------------------------------------------------------------------------------
CIGNA
INVESCO Stock
CIGNA 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>
<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 (decrease) increase 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>
-------------------------
Excess
DPRC Cash Participant contributions
Common transaction loans Contributions 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 (decrease) increase 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>
6
<PAGE>
DATA PROCESSING RESOURCES CORPORATION
RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997
- --------------------------------------------------------------------------------
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 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.
The cash transaction account contains assets received by the Plan, but not
yet allocated to individual CIGNA funds.
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 to CIGNA funds. 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.
During the year ended December 31, 1997, the Plan Sponsor acquired three
entities: LEARDATA Info-Services, Inc. (Leardata), Computec International
Strategic Resources, Inc. (Computec), and SelecTech, Inc. (SelecTech). The
net assets of the Leardata and Computec defined contribution plans were
transferred to CIGNA funds from Merrill Lynch & Co., Inc. (Merrill Lynch)
and the Principal Financial Group (Principal) in April and November 1998,
respectively. SelecTech employees did not participate in a defined
contribution plan prior to the acquisition by the Plan Sponsor. For all
transfers of assets to the CIGNA funds, assets were invested in funds with
similar investment objectives as the funds in which the assets had
previously been invested.
7
<PAGE>
DATA PROCESSING RESOURCES CORPORATION
RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997 (Continued)
- --------------------------------------------------------------------------------
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 $10,000 and $9,500 for the years ended
December 31, 1998 and 1997, respectively. Funds transferred from
participants' prior qualified plans (rollovers) are included in participant
contributions for the years ended December 31, 1998 and 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 years ended December 31, 1998 and 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.
Investment Options - Upon enrollment in the Plan, a participant may direct
employee contributions, as follows:
For the period from January 1, 1997 through June 30, 1997, Great-West
offered investment options in the following funds, which are described
based on information contained in the related prospectus, as follows:
Guaranteed Certificate Fund - Funds are invested in guaranteed
investment contracts whose underlying assets consist of bonds,
mortgages, and policy loans.
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.
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.
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.
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.
8
<PAGE>
DATA PROCESSING RESOURCES CORPORATION
RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997 (Continued)
- --------------------------------------------------------------------------------
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.
For the period from July 1, 1997 to December 31, 1998, CIGNA offered
investment options in the following funds, which are described based on
information contained in the related prospectus, 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.
Janus Account - Invests primarily in common stocks of well-established,
high-quality, large, domestic and foreign companies.
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.
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.
9
<PAGE>
DATA PROCESSING RESOURCES CORPORATION
RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997 (Continued)
- --------------------------------------------------------------------------------
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 primarily in common stocks of foreign
and domestic issuers.
Templeton Foreign Account - Invests in common stocks and, to a lesser
extent, debt obligations of companies and governments outside the U.S.
Charter Large Company Stock Growth - Putnam Fund - Invests primarily in
equity securities selected from a universe of approximately 600 to
1,000 large company stocks with market capitalizations of at least
$2,000,000,000.
Charter Small Company Stock Growth - Fiduciary Fund - Invests primarily
in the common and preferred stock of U.S. companies with market
capitalizations between $30,000,000 and $3,000,000,000.
Charter Equity Income - Warburg Pincus Fund - Invests primarily in
domestic equity securities. Foreign equity securities are limited to
20% of the portfolio. In addition, the fund may invest up to 20% of
the portfolio primarily in investment-grade foreign and domestic debt.
DPRC Common 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.
10
<PAGE>
DATA PROCESSING RESOURCES CORPORATION
RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997 (Continued)
- --------------------------------------------------------------------------------
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, 1998, 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.
Investment Valuation and Income Recognition - The Plan's investments are
stated at fair value, except for its fully benefit-responsive 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.
11
<PAGE>
DATA PROCESSING RESOURCES CORPORATION
RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997 (Continued)
_______________________________________________________________________________
3. INVESTMENTS
Investments held at December 31, 1998 and 1997 are as follows:
<TABLE>
<CAPTION>
1998 1997
---------------------------------------- --------------------------------------
Cost Fair value Cost Fair value
<S> <C> <C> <C> <C>
CIGNA Guaranteed Income
Fund $ 2,639,685 $ 2,639,685 $ 999,373 $ 999,373
CIGNA Lifetime Funds 1,635,727 1,823,657 933,955 952,881
INVESCO Industrial Income
Account 513,237 587,309 428,357 449,779
CIGNA Stock Market Index
Account 1,732,676 2,037,472 546,456 570,045
AIM Charter Account 1,531,584 1,849,709 662,294 674,561
Janus Account 1,119,990 1,378,277 390,434 402,080
Fidelity Advisor Growth
Opportunities Account 1,921,924 2,282,188 574,324 605,070
PBHG Growth Account 598,435 603,460 793,103 791,627
American Century
Twentieth Century
Ultra Account 2,710,052 3,321,747 1,442,765 1,455,856
AIM Constellation Account 1,048,894 1,232,220 1,267,789 1,270,863
Janus Worldwide Account 1,297,689 1,454,064 246,387 241,945
Templeton Foreign Account 393,770 359,660 216,166 203,888
Charter Large Company Stock
Growth - Putnam Fund 487,385 547,502
Charter Small Company Stock
Growth - Fiduciary Fund 58,790 65,361
Charter Equity Income -
Warburg Pincus Fund 42,033 43,973
DPRC Common Stock 412,150 456,890 78,391 84,863
Cash transaction account 23,005 23,005 2,922,568 2,922,568
Participant loans receivable 370,863 370,863 165,510 165,510
----------- ----------- ----------- -----------
$18,537,889 $21,077,042 $11,667,872 $11,790,909
=========== =========== =========== ===========
</TABLE>
12
<PAGE>
DATA PROCESSING RESOURCES CORPORATION
RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997 (Continued)
_______________________________________________________________________________
The following table presents investments that represent 5% or more of the
Plan's net assets at fair or contract value, as applicable:
<TABLE>
<CAPTION>
December 31,
---------------------------
1998 1997
<S> <C> <C>
CIGNA Guaranteed Income Fund $2,639,685 $ 999,373
CIGNA Lifetime Funds 1,823,657 952,881
CIGNA Stock Market Index Account 2,037,472
AIM Charter Account 1,849,709 674,561
Janus Account 1,378,277
Fidelity Advisor Growth Opportunities Account 2,282,188 605,070
PBHG Growth Account 791,627
American Century Twentieth Century Ultra Account 3,321,747 1,455,856
AIM Constellation Account 1,232,220 1,270,863
Janus Worldwide Account 1,454,064
Cash Transaction Account 2,922,568
</TABLE>
4. INCOME TAXES
The Plan obtained its latest determination letter on July 23, 1998, in
which the Internal Revenue Service (IRS) stated that the Plan, as then
designed, was in compliance with the applicable requirements of the
Internal Revenue Code. Therefore, no provision for income taxes has been
included in the Plan's financial statements.
13
<PAGE>
DATA PROCESSING RESOURCES CORPORATION
RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997 (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 differences as of and for the
years ended December 31, 1998 and 1997:
<TABLE>
<CAPTION>
1998 1997
<S> <C> <C>
Net assets available for benefits per Form 5500 $21,077,042 $11,790,909
Contributions receivable 359,944 152,791
Excess contributions payable to participants (118) (66,963)
----------- -----------
Net assets available for benefits per the financial
statements $21,436,868 $11,876,737
=========== ===========
Participant contributions per Form 5500 $ 5,937,846 $ 2,748,064
Change in contributions receivable 207,153 101,071
----------- -----------
Participant contributions per the financial statements $ 6,144,999 $ 2,849,135
=========== ===========
</TABLE>
6. RISKS AND UNCERTAINTIES
The Plan provides for various investment options in any combination of
stocks, bonds, fixed-income securities, mutual funds, and other investment
securities. Investment securities are exposed to various risks, such as
interest rate, market, and credit. Because of the level of risk associated
with certain investment securities and the level of uncertainty related to
changes in the value of investment securities, it is at least reasonably
possible that changes in risks in the near term would materially affect
participants' account balances and the amounts reported in the statements
of net assets available for benefits and the statements of changes in net
assets available for benefits.
7. SUBSEQUENT EVENT
On June 24, 1999, the Company announced that it had entered into an
agreement with Compuware Corporation (Compuware) whereby Compuware will
acquire the Company through a cash tender offer. The Company has not yet
determined the impact this transaction will have on the Plan, but it is
possible that the Plan could be terminated or merged with the Compuware
plan as a result of this transaction.
14
<PAGE>
DATA PROCESSING RESOURCES CORPORATION
RETIREMENT SAVINGS PLAN
LINE 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1998
- --------------------------------------------------------------------------------
<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 $ 2,639,685 $ 2,639,685
* Connecticut General Life Insurance CIGNA Lifetime Funds 1,635,727 1,823,657
* Connecticut General Life Insurance INVESCO Industrial Income Account 513,237 587,309
* Connecticut General Life Insurance CIGNA Stock Market Index Account 1,732,676 2,037,472
* Connecticut General Life Insurance AIM Charter Fund 1,531,584 1,849,709
* Connecticut General Life Insurance Janus Account 1,119,990 1,378,277
* Connecticut General Life Insurance Fidelity Advisor Growth Opportunities
Account 1,921,924 2,282,188
* Connecticut General Life Insurance PBHG Growth Account 598,435 603,460
* Connecticut General Life Insurance American Century Twentieth Century Ultra
Account 2,710,052 3,321,747
* Connecticut General Life Insurance AIM Constellation Account 1,048,894 1,232,220
* Connecticut General Life Insurance Janus Worldwide Account 1,297,689 1,454,064
* Connecticut General Life Insurance Templeton Foreign Account 393,770 359,660
* Connecticut General Life Insurance Charter Large Company Stock Growth - Putnam Fund 487,385 547,502
* Connecticut General Life Insurance Charter Small Company Stock Growth - Fiduciary Fund 58,790 65,361
* Connecticut General Life Insurance Charter Equity Income Warburg Pincus Fund 42,033 43,973
* C G Trust Company DPRC Common Stock 412,150 456,890
* Connecticut General Life Insurance Cash transaction account 23,005 23,005
Participant loans receivable (interest
rates ranging from 4.25% to 9.5%) 370,863 370,863
----------- -----------
$18,537,889 $21,077,042
=========== ===========
</TABLE>
*Denotes a party-in-interest investment
15
<PAGE>
DATA PROCESSING RESOURCES CORPORATION
RETIREMENT SAVINGS PLAN
LINE 27d - SCHEDULE OF REPORTABLE SERIES OF TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1998
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
(a) (b) (c) (d) (g)
Purchase Selling Cost of
Identity of party involved Description of assets price price assets
<S> <C> <C> <C> <C>
Connecticut General Life Insurance Company CIGNA Guaranteed Income Fund $3,982,109 $2,458,424 $2,458,424
Connecticut General Life Insurance Company CIGNA Stock Market Index Account 1,893,738 771,912 707,517
Connecticut General Life Insurance Company AIM Charter Fund 1,447,358 609,039 578,068
Connecticut General Life Insurance Company Janus Account 1,054,204 357,499 324,648
Connecticut General Life Insurance Company Fidelity Advisor Growth Opportunities
Account 2,262,674 970,584 915,074
Connecticut General Life Insurance Company American Century Twentieth Century
Ultra Account 2,583,475 1,472,852 1,316,188
Connecticut General Life Insurance Company Janus Worldwide Account 2,253,913 1,221,910 1,202,611
<CAPTION>
(a) (b) (h) (i)
Current value
of asset on
transaction
Identity of party involved Description of assets date Net gain
<S> <C> <C> <C>
Connecticut General Life Insurance Company CIGNA Guaranteed Income Fund $2,458,424 $ -
Connecticut General Life Insurance Company CIGNA Stock Market Index Account 771,912 64,395
Connecticut General Life Insurance Company AIM Charter Fund 609,039 30,971
Connecticut General Life Insurance Company Janus Account 357,499 32,851
Connecticut General Life Insurance Company Fidelity Advisor Growth Opportunities
Account 970,584 55,510
Connecticut General Life Insurance Company American Century Twentieth Century
Ultra Account 1,472,852 156,664
Connecticut General Life Insurance Company Janus Worldwide Account 1,221,910 19,299
</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% ($593,837) of the value of the Plan's net assets available for benefits
($11,876,737) as of January 1, 1998.
16
<PAGE>
DATA PROCESSING RESOURCES CORPORATION
RETIREMENT SAVINGS PLAN
LINE 27f - SCHEDULE OF NONEXEMPT TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1998
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Description of
transaction including Expenses
Relationship to maturity date, incurred in
Identity Plan, employer interest rate, connection
of party or other collateral, par or Purchase Selling Lease with
involved party-in-interest maturity value price price rental transaction
<S> <C> <C> <C> <C> <C> <C>
Data Processing Plan Sponsor Amounts totaling $156,627, which were $ - $ - $ - $ -
Resources withheld from participants' paychecks during
Corporation December 1998 were inadvertently not
invested with the trustee until dates ranging
from January 16 to March 21, 1999. This
matter was identified in June 1999, and
procedures will be immediately implemented
to ensure timely remittance of future
participant withholdings to the trustee.
<CAPTION>
Description of
transaction including
Relationship to maturity date, Net gain
Identity Plan, employer interest rate, Current or (loss)
of party or other collateral, par or Cost of value on each
involved party-in-interest maturity value asset of asset transaction
<S> <C> <C> <C> <C> <C>
Data Processing Plan Sponsor Amounts totaling $156,627, which were $156,627 $156,627 $ -
Resources withheld from participants' paychecks during
Corporation December 1998 were inadvertently not
invested with the trustee until dates ranging
from January 16 to March 21, 1999. This
matter was identified in June 1999, and
procedures will be immediately implemented
to ensure timely remittance of future
participant withholdings to the trustee.
</TABLE>
17
<PAGE>
EXHIBIT 23.1
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
June 25, 1999, appearing in the Annual Report on Form 11-K of the Data
Processing Resources Corporation Retirement Savings Plan for the year ended
December 31, 1998.
/s/ DELOITTE & TOUCHE LLP
Costa Mesa, California
June 25, 1999
