<PAGE>
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
[x] ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE ACT
OF 1934 [FEE REQUIRED].
For the fiscal year ended December 31, 1998
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED].
For the transition period from to
Commission File No. 0-21107
A. Full title of the plan if different from that of the issuer named
below: TeleSpectrum Worldwide Inc. 401(k) Retirement Savings Plan.
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office: TeleSpectrum Worldwide
Inc., 443 South Gulph Road, King of Prussia, PA 19406.
<PAGE>
TELESPECTRUM WORLDWIDE INC.
---------------------------
401(K) RETIREMENT SAVINGS PLAN
------------------------------
INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
--------------------------------------------------------
<TABLE>
<CAPTION>
Page
----
<S> <C>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS 1
FINANCIAL STATEMENTS:
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS AS OF DECEMBER 31, 1998 2
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS AS OF DECEMBER 31, 1997 3
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS FOR THE YEAR ENDED 4
DECEMBER 31, 1998
NOTES TO FINANCIAL STATEMENTS 5
SUPPLEMENTAL SCHEDULES:
I-- ITEM 27(a)--SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AS OF DECEMBER 10
31, 1998
II-- ITEM 27(b)--SCHEDULE OF LOANS OR FIXED INCOME OBLIGATIONS AS OF DECEMBER 11
31, 1998
III-- ITEM 27(d)--SCHEDULE OF REPORTABLE TRANSACTIONS FOR THE YEAR ENDED 12
DECEMBER 31, 1998
IV-- ITEM 27(e)--SCHEDULE OF NONEXEMPT TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 1998 13
</TABLE>
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Board of Trustees of
TeleSpectrum Worldwide Inc.
401(k) Retirement Savings Plan:
We have audited the accompanying statements of net assets available for plan
benefits of TeleSpectrum Worldwide Inc. 401(k) Retirement Savings Plan as of
December 31, 1998 and 1997 and the related statement of changes in net assets
available for benefits for the year ended December 31, 1998. 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 present 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 its net assets available for
benefits for the year ended December 31, 1998 in conformity with generally
accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets held
for investment purposes, loans or fixed income obligations, reportable
transactions and nonexempt transactions 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 Fund Information in the statements
of net assets available for benefits and the statement of changes in net assets
available for benefits is presented for purposes of additional analysis rather
than to present the net assets available for plan benefits and changes in net
assets available for plan benefits of each fund. The supplemental schedules and
fund information have been subjected to the auditing procedures applied in the
audit of the basic financial statements and, in our opinion, are fairly stated
in all material respects in relation to the basic financial statements taken as
a whole.
/s/ARTHUR ANDERSEN LLP
Philadelphia, Pa.,
June 2, 1999
-1-
<PAGE>
TELESPECTRUM WORLDWIDE INC.
---------------------------
401(K) RETIREMENT SAVINGS PLAN
------------------------------
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
---------------------------------------------------
AS OF DECEMBER 31, 1998
-----------------------
<TABLE>
<CAPTION>
Putnam Putnam Putnam Putnam Putnam
Fund for Putnam Diversified New Asset Money TeleSpectrum
Growth Vista Income Trust Opportunities Allocation Market Worldwide Inc.
& Income Fund Fund Fund Fund Fund Common Stock
----------- ----------- ------------ ------------- ---------- --------- ----------------
<S> <C> <C> <C> <C> <C> <C> <C>
ASSETS:
Investments $1,084,872 $1,142,947 $177,044 $2,314,874 $642,579 $449,245 $ 9,004
Contributions receivable 23,069 14,964 5,577 33,695 8,130 5,296 789
Participant loan repayments
receivable 691 462 175 1,113 74 184 --
Interest receivable -- -- -- -- -- -- --
---------- ---------- -------- ---------- -------- -------- -------
1,108,632 1,158,373 182,796 2,349,682 650,783 454,725 9,793
LIABILITIES:
Excess contributions payable (10,353) (8,662) (1,253) -- (8,436) (1,816) (6,597)
---------- ---------- -------- ---------- -------- -------- -------
NET ASSETS AVAILABLE FOR PLAN
BENEFITS $1,098,279 $1,149,711 $181,543 $2,349,682 $642,347 $452,909 $ 3,196
========== ========== ======== ========== ======== ======== =======
<CAPTION>
Loan
Fund Other Totals
-------- ------ ----------
<S> <C> <C> <C>
ASSETS:
Investments $101,701 $ -- $5,922,266
Contributions receivable -- -- 91,520
Participant loan repayments -- --
receivable (2,699)
Interest receivable -- 841 841
-------- ---- ----------
99,002 841 6,014,627
LIABILITIES:
Excess contributions payable -- -- (37,117)
-------- ---- ----------
NET ASSETS AVAILABLE FOR PLAN
BENEFITS $ 99,002 $841 $5,977,510
======== ==== ==========
</TABLE>
The accompanying notes are an integral part of this statement.
-2-
<PAGE>
TELESPECTRUM WORLDWIDE INC.
---------------------------
401(K) RETIREMENT SAVINGS PLAN
------------------------------
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
---------------------------------------------------
AS OF DECEMBER 31, 1997
-----------------------
<TABLE>
<CAPTION>
Putnam Putnam Putnam Putnam Putnam
Fund for Putnam Diversified New Asset Money
Growth Vista Income Trust Opportunities Allocation Market Loan
& Income Fund Fund Fund Fund Fund Fund Totals
--------- ---------- ------------ ------------- ---------- -------- -------- ----------
ASSETS:
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Investments $880,799 $ 986,902 $146,907 $1,928,462 $600,288 $305,519 $66,179 $ 4,915,056
Contributions receivable 26,433 17,020 5,268 42,345 11,000 6,301 -- 108,367
Participant loan repayments
receivable 471 -- -- 622 -- 1,071 (2,164) -
-------- ---------- -------- ---------- -------- -------- ------- ---------
NET ASSETS AVAILABLE FOR PLAN
BENEFITS $907,703 $1,003,922 $152,175 $1,971,429 $611,288 $312,891 $64,015 $ 5,023,423
======== ========== ======== ========== ======== ======== ======= =========
</TABLE>
The accompanying notes are an integral part of this statement.
-3-
<PAGE>
TELESPECTRUM WORLDWIDE INC.
---------------------------
401(K) RETIREMENT SAVINGS PLAN
------------------------------
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
--------------------------------------------------------------
FOR THE YEAR ENDED DECEMBER 31, 1998
------------------------------------
<TABLE>
<CAPTION>
Putnam Putnam Putnam Putnam Putnam
Fund for Putnam Diversified New Asset Money
Growth Vista Income Trust Opportunities Allocation Market
& Income Fund Fund Fund Fund Fund
---------- ---------- ------------ ------------- ---------- --------
<S> <C> <C> <C> <C> <C> <C>
NET ASSETS AVAILABLE FOR PLAN BENEFITS:
Beginning of year $ 907,703 $1,003,922 $152,175 $1,971,429 $611,288 $312,891
---------- ---------- -------- ---------- -------- --------
ADDITIONS:
Interest and dividend income 95,365 82,718 11,483 71,675 20,521 20,041
Net appreciation (depreciation) 40,558 100,722 (15,146) 381,775 46,807 --
Participant loan repayments 7,948 2,481 3,476 11,692 1,701 37,703
---------- ---------- -------- ---------- -------- --------
143,871 185,921 (187) 465,142 69,029 57,744
---------- ---------- -------- ---------- -------- --------
CONTRIBUTIONS:
Participants 270,085 196,274 54,705 380,801 106,086 56,652
Employer 55,114 37,300 12,288 80,677 22,388 12,786
Rollover 13,809 1,526 2,756 14,648 -- 94,274
---------- ---------- -------- ---------- -------- --------
339,008 235,100 69,749 476,126 128,474 163,712
---------- ---------- -------- ---------- -------- --------
Total additions and contributions 482,879 421,021 69,562 941,268 197,503 221,456
---------- ---------- -------- ---------- -------- --------
DEDUCTIONS:
Benefits paid to participants 256,727 255,609 38,646 497,165 131,482 40,183
Refunds to participants 10,353 8,662 1,253 -- 8,436 1,816
Loans to participants 14,909 7,781 3,535 52,498 604 37,335
Loan distributions -- -- -- -- -- --
Forfeitures, net 6,753 2,981 1,100 10,789 27,358 1,432
---------- ---------- -------- ---------- -------- --------
Total deductions 288,742 275,033 44,534 560,452 167,880 80,766
---------- ---------- -------- ---------- -------- --------
INTERFUND TRANSFERS, net (3,561) (199) 4,340 (2,563) 1,436 (672)
---------- ---------- -------- ---------- -------- --------
Net increase in plan assets 190,576 145,789 29,368 378,253 31,059 140,018
---------- ---------- -------- ---------- -------- --------
NET ASSETS AVAILABLE FOR PLAN BENEFITS:
End of year $1,098,279 $1,149,711 $181,543 $2,349,682 $642,347 $452,909
========== ========== ======== ========== ======== ========
TeleSpectrum
Worldwide Inc.
Common Stock Loan Fund Other Totals
------------- --------- ----- ----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS:
Beginning of year $ -- $ 64,015 $ -- $5,023,423
------------- --------- ----- ----------
ADDITIONS:
Interest and dividend income -- 7,169 841 309,813
Net appreciation (depreciation) 2,377 -- -- 557,093
Participant loan repayments 13 (65,014) -- --
------------- --------- ----- ----------
2,390 (57,845) 841 866,906
------------- --------- ----- ----------
CONTRIBUTIONS:
Participants 4,940 -- -- 1,069,543
Employer 963 -- -- 221,516
Rollover 712 -- -- 127,725
------------- --------- ----- ----------
6,615 -- -- 1,418,784
------------- --------- ----- ----------
Total additions and contributions 9,005 (57,845) 841 2,285,690
------------- --------- ----- ----------
DEDUCTIONS:
Benefits paid to participants 63 -- -- 1,219,875
Refunds to participants 6,597 -- -- 37,117
Loans to participants 363 (117,025) -- --
Loan distributions -- 24,193 -- 24,193
Forfeitures, net 5 -- -- 50,418
------------- --------- ----- ----------
Total deductions 7,028 (92,832) -- 1,331,603
------------- --------- ----- ----------
INTERFUND TRANSFERS, net 1,219 -- -- --
------------- --------- ----- ----------
Net increase in plan assets 3,196 34,987 841 954,087
------------- --------- ----- ----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS:
End of year $ 3,196 $ 99,002 $ 841 $5,977,510
============= ========= ===== ==========
</TABLE>
The accompanying notes are an integral part of this statement.
-4-
<PAGE>
TELESPECTRUM WORLDWIDE INC.
---------------------------
401(K) RETIREMENT SAVINGS PLAN
------------------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
DECEMBER 31, 1998
-----------------
1. DESCRIPTION OF THE PLAN:
------------------------
The following brief description of the TeleSpectrum Worldwide Inc. 401(k)
Retirement Savings Plan (the "Plan") is provided for general information
purposes only. Participants should refer to the Plan document for more complete
information.
TeleSpectrum Worldwide Inc. (the "Company") established the Plan effective
January 1, 1997. The Plan was formed by merging the net assets of four
Predecessor Plans, the Somar 401(k) Profit Sharing Plan, the Response Center,
Inc. 401(k) Profit Sharing Plan, the NBG Services, Inc. 401(k) Savings Plan and
the TeleSpectrum, Inc. 401(k) Plan. The Plan is a defined contribution plan
covering employees who have completed one year of service and have attained the
age of 21. Additionally, the Plan covers employees who were participants in the
Predecessor Plans immediately prior to January 1, 1997. The Plan is
administered by a committee of Company employees appointed by the Board of
Directors whose members are not compensated for administrative services
rendered. The Plan is subject to the provisions of the Employee Retirement
Income Security Act of 1974 ("ERISA"), as amended.
Contributions
- -------------
A participant may make salary reduction contributions up to 15% of pre-tax
compensation as defined in the Plan. Annual pre-tax salary deferrals are
limited to the maximum allowable under the Internal Revenue Code ($10,000 in
1998). Qualified distributions from other retirement plans can also be
transferred into the Plan and retained as a rollover contribution. The Company
makes a matching contribution of 25% of the first 6% of participant-elected pre-
tax salary deferral and may also elect to contribute a separately designated
discretionary profit sharing contribution. Effective July 1, 1998, the Plan was
amended to allow the Company to change the rate of employer matching
contributions to the Plan. The matching contribution cannot exceed 6% of each
participants' compensation. The Company elected not to make a discretionary
contribution for the Plan year ended December 31, 1998. The Plan's committee
may limit the amount of contributions if it is determined that such limitation
is necessary to satisfy the requirements of the Internal Revenue Code.
-5-
<PAGE>
Vesting
- -------
Participants are immediately vested in 100% of their elected salary deferrals,
rollover contributions and earnings thereon. The vesting of employer matching
contributions and earnings on these amounts are based on years of credited
service.
A participant is 100% vested after four years of credited service or attainment
of normal retirement age, as defined. A participant who was actively employed
by a sponsor of a Predecessor Plan on December 31, 1996 and was an employee of
the Company on January 1, 1997 is 100% vested in their matching contribution and
profit sharing accounts that were part of their Predecessor account as of
January 1, 1997.
Forfeitures
- -----------
Upon termination of employment, the non-vested portion of a participant's
interest in the Plan attributable to employer contributions will be forfeited.
These forfeitures are then used to reduce the Company's future contributions to
the Plan. As of December 31, 1998, there were $37,370 of unused forfeitures.
During 1998, forfeitures of $50,418 were used to reduce Company contributions to
the Plan.
Benefits
- --------
Upon termination of service, a participant may elect to receive benefits either
in a lump-sum payment or an annuity, as defined.
Participant Loans
- -----------------
Participant loans may be obtained upon written application of any participant.
Loans shall be made available to all participants in a uniform non-
discriminatory manner and are limited to a maximum of 50% of the vested account
balance of the participant or $50,000 less the participant's highest outstanding
loan balance over the past 12 months divided by the outstanding loan balance on
the date of the new loan, subject to a minimum of $1,000. Each loan will be
evidenced by a promissory note setting forth the repayment terms and secured by
the balance of the participant's account. The principal amount of each loan to
a participant will be charged against the participant's accounts in the Plan.
The interest rate charged is determined by the committee and is commensurate
with the rate that would be charged by a bank or other professional lender for
making a loan under similar circumstances. For all loans outstanding as of
December 31, 1998 and 1997, this rate ranged from 6.7% to 10.0%.
-6-
<PAGE>
Investment Options
- ------------------
Participants may choose to invest their salary deferrals, along with the
employer matching contribution, in six investment options with Putnam
Investments or, starting on July 1, 1998, TeleSpectrum Worldwide Inc. Common
stock. Investment options at December 31, 1998, include the following:
<TABLE>
<CAPTION>
Fund Name Description
- ------------------------------------- -----------------------------------------
<S> <C>
Putnam Fund for Growth & Income Seeks capital growth and current income
by investing in bargain stocks of
established companies.
Putnam Vista Fund Seeks capital appreciation by investing
primarily in the Common stocks of midcap
companies whose market value is between
$300 million and $5 billion.
Putnam Diversified Income Trust Fund Seeks high current income and
preservation of capital by investing in a
diversification of U.S. government,
foreign government, and higher-yielding
lower-rated bonds.
Putnam New Opportunities Fund Seeks long-term capital appreciation by
targeting rapidly expanding sectors of
the economy and then selecting stocks of
fast-growing companies within these
sectors.
Putnam Asset Allocation Fund Seeks capital appreciation and total
return by shifting assets as markets
change to take advantage of investing
opportunities.
Putnam Money Market Fund Seeks a high rate of current income and
preservation of capital, maintenance of
liquidity, and stability of principal by
investing in short-term, high-quality
investments.
</TABLE>
Participant Accounts
- --------------------
Each participant's account is credited with the employee elected salary
deferral, qualified distributions from other retirement plans, employer
contributions and an allocation of Plan earnings/losses, including market
appreciation/depreciation. Allocations are based on either the participant's
compensation, account balances or contributions, as defined.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
-------------------------------------------
Basis of Accounting
- -------------------
The accompanying financial statements have been prepared on an accrual basis of
accounting.
-7-
<PAGE>
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 of net assets available for plan
benefits, disclosure of contingent assets and obligations at the date of the
financial statements and the reported amounts of changes in net assets available
for plan benefits during the reporting period. Actual results could differ from
those estimates.
Investments
- -----------
The Plan's investments are stated at fair market value and unrealized
appreciation/ depreciation of the assets is based on the market value of the
assets at the beginning of the year or at the date of purchase, if purchased
during the current year. Fair market value is determined primarily based upon
the fair market value of the underlying assets. Securities traded on the public
markets are valued at their quoted market prices. Participant loans are valued
at cost which approximates fair value. Purchases and sales of securities are
reflected on a trade-date basis.
Investments that represent 5% or more of the Plan's net assets as of December
31, 1998 and 1997 are as follows: Putnam Fund for Growth & Income, Putnam Vista
Fund, Putnam New Opportunities Fund, Putnam Asset Allocation Fund and Putnam
Money Market Fund.
Administrative Expenses
- -----------------------
Expenses and charges incurred in the administration of the Plan may be paid by
the Plan to the extent not paid by the Company. During 1998, administrative
expenses of $68,553 were paid by the Company on behalf of the Plan.
3. PLAN TERMINATION:
-----------------
Although there is no intention to do so, the Company has the right to terminate
the Plan at any time, subject to the provisions of ERISA. In the event of
termination of the Plan, participants become vested in all amounts credited to
their accounts.
4. DISTRIBUTIONS/BENEFITS PAID TO PARTICIPANTS:
--------------------------------------------
Distributions/benefits paid to participants are generally made on a monthly
basis for those requests processed in the previous month. There were no
distributions/benefits payable to participants as of December 31, 1998.
5. INCOME TAX STATUS:
------------------
The Plan's initial determination letter is pending with the Internal Revenue
Service. However, the plan administrator, trustee and legal counsel are of the
opinion that the Plan, is designed and continues to be operated in compliance
with the Internal Revenue Code. Accordingly, no provision for income taxes has
been made in the accompanying financial statements.
-8-
<PAGE>
During 1998, the Plan did not meet certain requirements to qualify as non-
discriminatory. In order to meet these requirements, the Company refunded
$37,117 to participants subsequent to December 31, 1998. Such amount has been
reflected as an excess contributions payable in the accompanying statement of
net assets available for plan benefits.
6. NONEXEMPT TRANSACTIONS:
-----------------------
During 1998, the Company failed to remit certain employee and employer
contributions to the Plan within 15 business days of the month following the
month in which the contributions were withheld by the Company. These
transactions are deemed to be loans from the Plan to the Company and have been
identified as nonexempt transactions on Schedule IV. The deemed loans were paid
by the Company to the Plan on the maturity dates noted in Schedule IV. Interest
of $841 on these deemed loans will be paid by the Company to the Plan in 1999.
-9-
<PAGE>
SCHEDULE I
E.I.N. #23-2845501
PLAN #001
TELESPECTRUM WORLDWIDE INC.
---------------------------
401(K) RETIREMENT SAVINGS PLAN
------------------------------
ITEM 27(a)--SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
-----------------------------------------------------------
DECEMBER 31, 1998
-----------------
<TABLE>
<CAPTION>
Market
Description of Investment Shares Cost Value
- ----------------------------------------------------- -------------- -------------- --------------
<S> <C> <C> <C>
*Putnam Fund for Growth & Income 52,946 $1,085,166 $1,084,872
*Putnam Vista Fund 87,448 1,045,339 1,142,947
*Putnam Diversified Income Trust Fund 15,395 189,116 177,044
*Putnam New Opportunities Fund 39,618 1,846,162 2,314,874
*Putnam Asset Allocation Fund 53,503 618,931 642,579
*Putnam Money Market Fund 449,246 449,246 449,245
*TeleSpectrum Worldwide Inc. Common Stock 918 6,665 9,004
*Loans to participants with interest rates N/A 101,701 101,701
ranging from 6.7% to 10.0%
</TABLE>
*Represents a party-in-interest.
-10-
<PAGE>
SCHEDULE II
E.I.N. #23-2845501
PLAN #001
TELESPECTRUM WORLDWIDE INC.
---------------------------
401(K) RETIREMENT SAVINGS PLAN
------------------------------
ITEM 27(b)--SCHEDULE OF LOANS OR FIXED INCOME OBLIGATIONS
---------------------------------------------------------
AS OF DECEMBER 31, 1998
-----------------------
<TABLE>
<CAPTION>
Amount Received During
Original the Reporting Year Unpaid
Identity Amount ----------------------- Balance at End Description
of Obligor of Loan Principal Interest of year of Loan
- ------------------------- -------- ----------------------- -------------- --------------------------------
<S> <C> <C> <C> <C> <C>
*Nancy Austin $1,000 $140 $ 11 $ 626 Interest at 8.32%, maturing
March 26, 1999
*David Lingham 1,790 161 81 1,629 Interest at 9.45%, maturing
November 25, 2002
*Kevin McDonough 1,512 160 89 1,352 Interest at 9.50%, maturing
February 14, 2003
*John Miraglia 2,500 243 105 2,257 Interest at 9.83%, maturing
May 24, 2002
*Julie Montgomery 1,070 -- -- 1,070 Interest at 8.00%, matured
November 22, 1997
*Julie Montgomery 1,298 -- -- 1,298 Interest at 8.00%, maturing
January 2, 2000
*Bernice Pattow 1,200 84 18 1,116 Interest at 9.83%, maturing
December 24, 1999
*Leah Soller 7,435 1,654 291 4,755 Interest at 6.68%, maturing
April 19, 1999
*John Sullivan 1,600 199 19 1,089 Interest at 8.32%, maturing
March 26, 1999
*Chinita Williams 1,346 -- -- 1,346 Interest at 9.75%, matured
January 2, 1998
<CAPTION>
Amount Overdue
Identity ----------------------
of Obligor Principal Interest
- ------------------------- ----------------------
<S> <C> <C>
*Nancy Austin $ 578 $ 28
*David Lingham 156 75
*Kevin McDonough 50 25
*John Miraglia 63 25
*Julie Montgomery 1,070 42
*Julie Montgomery 745 134
*Bernice Pattow 486 73
*Leah Soller 4,099 323
*John Sullivan 199 19
*Chinita Williams 1,346 59
</TABLE>
*Represents a party-in-interest
-11-
<PAGE>
SCHEDULE III
E.I.N. #23-2845501
PLAN #001
TELESPECTRUM WORLDWIDE INC.
---------------------------
401(K) RETIREMENT SAVINGS PLAN
------------------------------
ITEM 27(d)--SCHEDULE OF REPORTABLE TRANSACTIONS
-----------------------------------------------
FOR THE YEAR ENDED DECEMBER 31, 1998
------------------------------------
<TABLE>
<CAPTION>
Number of Purchase Sales Gain/
Issuer Transactions Price Price Cost (Loss)
- -------------------------------------- ----------------- --------------- -------------- ------------- ---------------
<S> <C> <C> <C> <C> <C>
*Putnam Fund for Growth & Income 92 $462,126 $ -- $462,126 $ --
193 -- 298,611 298,539 72
*Putnam Vista Fund 82 334,472 -- 334,472 --
149 -- 279,149 268,539 10,610
*Putnam New Opportunities Fund 104 591,276 -- 591,276 --
203 -- 586,640 515,664 70,976
</TABLE>
*Represents a party-in-interest.
-12-
<PAGE>
SCHEDULE IV
E.I.N. #23-2845501
PLAN #001
TELESPECTRUM WORLDWIDE INC.
---------------------------
401(K) RETIREMENT SAVINGS PLAN
------------------------------
ITEM 27(e)--SCHEDULE OF NONEXEMPT TRANSACTIONS
----------------------------------------------
FOR THE YEAR ENDED DECEMBER 31, 1998
------------------------------------
<TABLE>
<CAPTION>
Description of Transactions
Including Maturity Date, Rate of
Relation to Plan, Employer Interest, Collateral, Par or Amount of
Identity of Party Involved or Other Party-In-Interest Maturity Value Interest*
- -------------------------------- --------------------------- ------------------------------------ ------------
<S> <C> <C> <C>
TeleSpectrum Worldwide Inc. Employer/Plan Sponsor Contributions of $134,763 for the
January 1998 payroll periods were
wired to the trustee on February 27,
1998 $124
TeleSpectrum Worldwide Inc. Employer/Plan Sponsor Contributions of $125,989 for the
March 1998 payroll periods were
wired to the trustee on April 30,
1998 202
TeleSpectrum Worldwide Inc. Employer/Plan Sponsor Contributions of $112,265 for the
April 1998 payroll periods were
wired to the trustee on June 12, 1998 515
----
$841
====
</TABLE>
*Interest on the contributions will be paid to the Plan in 1999.
-13-
<PAGE>
SIGNATURES
THE PLAN. Pursuant to the requirements of the Securities Exchange Act of 1934,
the trustees (or other persons who administer the employee benefit plan) have
duly caused this annual report to be signed on its behalf by the undersigned
hereunto duly authorized.
TELESPECTRUM WORLDWIDE INC.
401(K) RETIREMENT SAVINGS PLAN
Date: June 29, 1999 By: /s/ Francis Pennella
-----------------------------
Name: Francis Pennella
Title: Trustee
-14-
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
23.1 Consent of Arthur Andersen LLP, independent public accountants
-15-
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we consent to the incorporation of our report
dated June 2, 1999 included in this Form 11-K, into the Company's previously
filed Registration Statements on Form S-8 (File Nos. 333-52545, 333-52837 and
333-52895).
/s/ ARTHUR ANDERSEN LLP
Philadelphia, Pa.,
June 25, 1999
-16-
