<PAGE> 1
================================================================================
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 FEBRUARY 28, 1999
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934 (NO FEE REQUIRED)
FOR THE TRANSITION PERIOD FROM TO
---------- ----------
COMMISSION FILE NUMBER: 0-22645
LAI WORLDWIDE, INC. PROFIT SHARING AND SAVINGS PLAN
- --------------------------------------------------------------------------------
(Full title of the plan)
LAI WORLDWIDE, INC.
- --------------------------------------------------------------------------------
(Name of issuer of the securities held pursuant to the plan)
<TABLE>
<S> <C>
FLORIDA 59-3547281
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
</TABLE>
200 PARK AVENUE, SUITE 3100
NEW YORK, NEW YORK 10166-0136
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices)
(212) 953-7900
- --------------------------------------------------------------------------------
(Telephone Number of Principal Executive Offices, Including Area Code)
<PAGE> 2
LAI WORLDWIDE, INC. PROFIT SHARING AND SAVINGS PLAN
FINANCIAL STATEMENTS
AS OF FEBRUARY 28, 1999 AND 1998,
TOGETHER WITH REPORT OF INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS
<PAGE> 3
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Trustees of
LAI Worldwide, Inc. Profit Sharing and Savings Plan:
We have audited the accompanying statements of net assets available for benefits
of the LAI Worldwide, Inc. Profit Sharing and Savings Plan as of February 28,
1999 and 1998, and the related statement of changes in net assets available for
benefits for the year ended February 28, 1999. These financial statements and
the supplemental schedules referred to below are the responsibility of the plan
administrator. Our responsibility is to express an opinion on these financial
statements and supplemental schedules 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
February 28, 1999 and 1998, and the changes in its net assets available for
benefits for the year ended February 28, 1999, in conformity with generally
accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets held
for investment and reportable transactions as of and for the year ended February
28, 1999, are presented for purposes 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 statement of changes in net assets available
for benefits is presented for purposes of additional analysis rather than to
present the changes in net assets available for benefits of each fund. The
supplemental schedules and Fund Information have been subjected to the auditing
procedures applied in the audits 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.
ARTHUR ANDERSEN LLP
Tampa, Florida,
August 18, 1999
<PAGE> 4
LAI WORLDWIDE, INC. PROFIT SHARING AND SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF FEBRUARY 28, 1999 AND 1998
<TABLE>
<CAPTION>
ASSETS 1999 1998
----------- -----------
<S> <C> <C>
INVESTMENTS, at fair market value:
Merrill Lynch S&P 500 Index Fund $ 7,331,225 $ 6,365,824
AIM Aggressive Growth Fund 4,142,950 5,903,013
Merrill Lynch Retirement Reserves 2,572,376 763,437
Merrill Lynch Corporate Bond Fund 1,800,859 2,088,165
Merrill Lynch Eurofund 1,762,961 1,860,949
MFS Massachusetts Investors Growth Stock Fund 928,266 --
Merrill Lynch Pacific Fund 499,399 792,995
LAI Worldwide, Inc. Common Stock 494,518 1,529,748
Oppenheimer U.S. Government Trust 420,133 475,150
Merrill Lynch Latin America Fund 409,681 1,381,629
AIM International Equity Fund 285,076 --
Lord Abbett Developing Growth Fund 235,416 --
Davis New York Venture Fund, Inc. 190,940 --
MFS Massachusetts Investors Trust 123,289 --
Oppenheimer Quest Global Value Fund 58,630 --
Merrill Lynch Bond High Income Fund 17,841 --
Merrill Lynch Growth Fund 4,524 --
Alliance Bond Fund 755 --
Participant loans 212,791 230,751
----------- -----------
Total investments 21,491,630 21,391,661
----------- -----------
RECEIVABLES:
Participants' contributions 236,872 --
Employer's contribution -- 1,585,711
----------- -----------
Total receivables 236,872 1,585,711
----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $21,728,502 $22,977,372
=========== ===========
</TABLE>
The accompanying notes are an integral part of these statements.
<PAGE> 5
LAI WORLDWIDE, INC. PROFIT SHARING AND SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS,
WITH FUND INFORMATION,
FOR THE YEAR ENDED FEBRUARY 28, 1999
<TABLE>
<CAPTION>
Participant Directed
---------------------------------------------------------------------------------------------
Merrill AIM Merrill Merrill MFS
Lynch Aggressive Lynch Lynch Merrill Massachusetts
S&P 500 Growth Retirement Corporate Lynch Investors
Index Fund Fund Reserves Bond Fund Eurofund Growth Stock
----------- ----------- ----------- ----------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
ADDITIONS
CONTRIBUTIONS:
Participants' $ 397,859 $ 378,929 $ 69,902 $ 77,763 $ 27,858 $ 24,787
Employer's 479,179 484,664 147,596 90,862 82,891 10
NET APPRECIATION (DEPRECIATION) 826,975 (668,781) -- (19,439) (168,067) (9,590)
INTEREST AND DIVIDEND INCOME 337,507 40,503 94,161 113,462 334,401 56,397
----------- ----------- ----------- ----------- ----------- -----------
Total additions 2,041,520 235,315 311,659 262,648 277,083 71,604
----------- ----------- ----------- ----------- ----------- -----------
TRANSFERS (TO) FROM OTHER
INVESTMENT OPTIONS (96,222) (1,610,878) 1,550,824 (361,278) (277,841) 1,097,749
----------- ----------- ----------- ----------- ----------- -----------
DEDUCTIONS
BENEFIT PAYMENTS (857,326) (384,293) (53,522) (116,656) (86,782) (241,077)
IN-KIND DISTRIBUTIONS (122,336) -- -- (71,939) (10,408) --
ADMINISTRATION FEES (235) (207) (22) (81) (40) (10)
----------- ----------- ----------- ----------- ----------- -----------
Total deductions (979,897) (384,500) (53,544) (188,676) (97,230) (241,087)
----------- ----------- ----------- ----------- ----------- -----------
NET INCREASE (DECREASE) 965,401 (1,760,063) 1,808,939 (287,306) (97,988) 928,266
NET ASSETS AVAILABLE FOR BENEFITS,
beginning of year 6,365,824 5,903,013 763,437 2,088,165 1,860,949 --
----------- ----------- ----------- ----------- ----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS,
end of year $ 7,331,225 $ 4,142,950 $ 2,572,376 $ 1,800,859 $ 1,762,961 $ 928,266
=========== =========== =========== =========== =========== ===========
</TABLE>
<PAGE> 6
LAI WORLDWIDE, INC. PROFIT SHARING AND SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS,
WITH FUND INFORMATION,
FOR THE YEAR ENDED FEBRUARY 28, 1999
(Continued)
<TABLE>
<CAPTION>
Participant Directed
-------------------------------------------------------------------------
LAI Merrill
Merrill Worldwide, Oppenheimer Lynch
Lynch Inc. U.S. Latin AIM
Pacific Common Government America International
Fund Stock Trust Fund Equity Fund
--------- ----------- ----------- ----------- -------------
<S> <C> <C> <C> <C> <C>
ADDITIONS
CONTRIBUTIONS:
Participants' $ 13,445 $ 37,143 $ 50,439 $ 23,120 $ 126,082
Employer's 22,717 75,025 45,621 118,613 34,512
NET APPRECIATION (DEPRECIATION) (78,897) (1,004,536) (8,807) (454,480) (10,751)
INTEREST AND DIVIDEND INCOME 20,448 -- 29,028 27,352 3,309
--------- ----------- --------- ----------- ---------
Total additions (22,287) (892,368) 116,281 (285,395) 153,152
--------- ----------- --------- ----------- ---------
TRANSFERS (TO) FROM OTHER
INVESTMENT OPTIONS (233,640) (119,781) (106,494) (594,945) 134,142
--------- ----------- --------- ----------- ---------
DEDUCTIONS
BENEFIT PAYMENTS (4,247) (23,050) (64,794) (59,562) (2,193)
IN-KIND DISTRIBUTIONS (33,402) -- -- (32,003) --
ADMINISTRATION FEES (20) (31) (10) (43) (25)
--------- ----------- --------- ----------- ---------
Total deductions (37,669) (23,081) (64,804) (91,608) (2,218)
--------- ----------- --------- ----------- ---------
NET INCREASE (DECREASE) (293,596) (1,035,230) (55,017) (971,948) 285,076
NET ASSETS AVAILABLE FOR BENEFITS,
beginning of year 792,995 1,529,748 475,150 1,381,629 --
--------- ----------- --------- ----------- ---------
NET ASSETS AVAILABLE FOR BENEFITS,
end of year $ 499,399 $ 494,518 $ 420,133 $ 409,681 $ 285,076
========= =========== ========= =========== =========
</TABLE>
<PAGE> 7
LAI WORLDWIDE, INC. PROFIT SHARING AND SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS,
WITH FUND INFORMATION,
FOR THE YEAR ENDED FEBRUARY 28, 1999
(continued)
<TABLE>
<CAPTION>
Participant Directed
------------------------------------------------------------------------------
Merrill
Lord Abbet Davis MFS Oppenheimer Lynch Merrill
Developing New York Massachusetts Quest Bond High Lynch
Growth Venture Investors Global Income Growth
Fund Fund, Inc. Trust Value Fund Fund Fund
---------- ---------- ------------- ----------- --------- --------
<S> <C> <C> <C> <C> <C> <C>
ADDITIONS
CONTRIBUTIONS:
Participants' $ 4,159 $ 11,896 $ 7,923 $ 948 $ 1,620 $ 2,247
Employer's 1,332 1,341 -- 1,348 -- --
NET APPRECIATION (DEPRECIATION) (6,813) 2,101 631 (3,046) (3,977) (12,974)
INTEREST AND DIVIDEND INCOME 3,645 2,251 5,470 3,455 906 522
--------- --------- --------- -------- -------- --------
Total additions 2,323 17,589 14,024 2,705 (1,451) (10,205)
--------- --------- --------- -------- -------- --------
TRANSFERS (TO) FROM OTHER
INVESTMENT OPTIONS 233,667 174,025 111,228 56,569 19,292 14,729
--------- --------- --------- -------- -------- --------
DEDUCTIONS
BENEFIT PAYMENTS (574) (665) (1,963) (628) -- --
IN-KIND DISTRIBUTIONS -- -- -- -- -- --
ADMINISTRATION FEES -- (9) -- (16) -- --
--------- --------- --------- -------- -------- --------
Total deductions (574) (674) (1,963) (644) -- --
--------- --------- --------- -------- -------- --------
NET INCREASE (DECREASE) 235,416 190,940 123,289 58,630 17,841 4,524
NET ASSETS AVAILABLE FOR BENEFITS,
beginning of year -- -- -- -- -- --
--------- --------- --------- -------- -------- --------
NET ASSETS AVAILABLE FOR BENEFITS,
end of year $ 235,416 $ 190,940 $ 123,289 $ 58,630 $ 17,841 $ 4,524
========= ========= ========= ======== ======== ========
</TABLE>
The accompanying notes are an integral part of this statement.
<PAGE> 8
LAI WORLDWIDE, INC. PROFIT SHARING AND SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS,
WITH FUND INFORMATION,
FOR THE YEAR ENDED FEBRUARY 28, 1999
(continued)
<TABLE>
<CAPTION>
Participant Directed
-------------------------------------------------------------
Alliance
Bond Participant Plan
Fund Loans Other Total
--------- ----------- ------------ -------------
<S> <C> <C> <C> <C>
ADDITIONS
CONTRIBUTIONS:
Participants' $ 750 $ -- $ 236,872 $ 1,493,742
Employer's -- -- (1,585,711) --
NET APPRECIATION (DEPRECIATION) (9) -- -- (1,620,460)
INTEREST AND DIVIDEND INCOME 14 16,256 -- 1,089,087
--------- ----------- ------------ ------------
Total additions 755 16,256 (1,348,839) 962,369
--------- ----------- ------------ ------------
TRANSFERS (TO) FROM OTHER
INVESTMENT OPTIONS -- 8,854 -- --
--------- ----------- ------------ ------------
DEDUCTIONS
BENEFIT PAYMENTS -- (43,070) -- (1,940,402)
IN-KIND DISTRIBUTIONS -- -- -- (270,088)
ADMINISTRATION FEES -- -- -- (749)
--------- ----------- ------------ ------------
Total deductions -- (43,070) -- (2,211,239)
--------- ----------- ------------ ------------
NET INCREASE (DECREASE) 755 (17,960) (1,348,839) (1,248,870)
NET ASSETS AVAILABLE FOR BENEFITS,
beginning of year -- 230,751 1,585,711 22,977,372
--------- ----------- ------------ ------------
NET ASSETS AVAILABLE FOR BENEFITS,
end of year $ 755 $ 212,791 $ 236,872 $ 21,728,502
========= =========== ============ ============
</TABLE>
<PAGE> 9
LAI WORLDWIDE, INC. PROFIT SHARING AND SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
FEBRUARY 28, 1999 AND 1998
1. ORGANIZATION AND OPERATION OF THE PLAN:
Effective August 1, 1998, the Lamalie Associates, Inc. Profit Sharing Plan was
amended to add a 401(k) feature to the existing profit sharing plan.
Effective December 31, 1998, the Lamalie Associates, Inc. Profit Sharing Plan
was amended and renamed the LAI Worldwide, Inc. Profit Sharing and Savings Plan
(the Plan).
The Plan is a defined contribution plan, which covers substantially all
employees of LAI Worldwide, Inc. and its wholly-owned subsidiaries (the
Employer).
Summary Plan Description
The following brief description of the provisions of the Plan is provided for
general information purposes only. Reference should be made to the plan
agreement for more complete information. The major provisions of the Plan are as
follows:
a. All employees are eligible to participate in the Plan as of the first
day of employment.
b. Participants may elect to have up to 15 percent of their compensation
or the maximum deferral established by law contributed to the Plan.
The Plan allows for employer matching contributions and other annual
employer contributions at the discretion of the Board of Directors.
All contributions will be participant directed. The Plan allows
participant rollovers from qualified benefit plans. All contributions
are made in cash.
Allocations of the Employer's discretionary matching contribution or
other contributions and any forfeitures are made to individual
participants' accounts based on the ratio of each participant's
eligible compensation to the total eligible compensation of all
participants for that year. Forfeitures for a plan year are allocated
to the respective participants' accounts during the subsequent plan
year. Allocations of a particular fund's earnings are made based on
the ratio of each participant's beginning account balance in that
particular fund (less any distributions or withdrawals to the
participant during the plan year) to the total beginning account
balances of all participants in that same fund. For the plan year
ended February 28, 1999, there were no employer discretionary
contributions or matching contributions. Forfeitures for the February
28, 1999, plan year were $187,334 and will be allocated to the
respective participants during the February 29, 2000, plan year.
Forfeitures for the February 28, 1998, plan year were $101,452, which
were reallocated to participants during the February 28, 1999, plan
year.
<PAGE> 10
-2-
c. Participants become fully vested upon retirement (age 65), at death,
upon total and permanent disability or as described in the following
vesting schedule:
<TABLE>
<CAPTION>
Years of Service Vested Percentage
----------------------------- -----------------
<S> <C>
Less than one year of service 0%
1 year, but less than 2 years 25%
2 years, but less than 3 years 50%
3 years, but less than 4 years 75%
4 years or more 100%
</TABLE>
d. In accordance with the Plan, the Employer has the right to
discontinue its discretionary contributions at any time and to
terminate the Plan subject to the provisions of the Employee
Retirement Income Security Act of 1974 (ERISA). Upon the occurrence
of either event, all participant accounts become fully vested and are
not subject to forfeiture. All assets of the Plan would then be
distributed to the participants.
e. Benefits may be paid to terminated, disabled or otherwise inactive
participants or their beneficiaries in either lump-sum amounts equal
to the vested portion of their accounts, or in annual installments
over a period to be determined by the plan administrator. Payments
must begin no later than 60 days after the end of the plan year in
which retirement occurs, or a later date if requested, but in any
event, shortly after the year in which the participant reaches age
70.5, even if still employed.
f. Investments
The Merrill Lynch S&P 500 Index Fund invests primarily in equity
securities with the intent to match the performance of the unmanaged
Standard & Poor's 500 Composite Stock Price Index, which is dominated
by large capitalization stocks.
AIM Aggressive Growth Fund invests primarily in equity securities of
small- to medium-sized companies.
The Merrill Lynch Retirement Reserves Money Fund (Merrill Lynch
Retirement Reserves) invests in short-term fixed income securities
and seeks to maintain a constant net asset value of $1.00 per share.
The Merrill Lynch Corporate Bond Fund, Inc. - Intermediate Term
Portfolio (Merrill Lynch Corporate Bond Fund) invests in bonds rated
in the four highest ratings categories and other fixed income
securities.
The Merrill Lynch Eurofund (Merrill Lynch Eurofund) invests primarily
in equities of corporations domiciled in Europe.
<PAGE> 11
-3-
The MFS Massachusetts Investors Growth Stock Fund invests in the
common stock of progressive, well managed companies believed to
possess better than average prospects for long-term growth.
The Merrill Lynch Pacific Fund, Inc. (Merrill Lynch Pacific Fund)
primarily invests in securities of companies in the Far Eastern and
Western Pacific countries, including Japan, Australia, Hong Kong and
Singapore.
LAI Worldwide, Inc. Common Stock is offered to plan participants as
an investment option.
The Oppenheimer U.S. Government Trust invests in fixed-income
government securities.
The Merrill Lynch Latin America Fund, Inc. (Merrill Lynch Latin
America Fund) primarily invests in Latin American equity and debt
securities.
The AIM International Equity Fund invests in foreign large-cap stocks
in France, the United Kingdom, Germany, Japan and Switzerland.
The Lord Abbett Developing Growth Fund invests in small stock
companies that are dynamic and highly specialized.
The Davis New York Venture Fund, Inc. invests in three main types of
companies: financial companies, technology stocks and oil service
companies.
The MFS Massachusetts Investors Trust invests primarily in foreign
and emerging market securities.
The Oppenheimer Quest Global Value Fund, Inc. (Oppenheimer Quest
Global Value Fund) invests primarily in stocks of companies that have
a high return on capital and have strong industry positions.
The Merrill Lynch Corporate Bond Fund, Inc. High Income Portfolio
(Merrill Lynch Bond High Income Fund) invests primarily in
fixed-income securities that are rated in the lower rating categories
of the established rating services or in un-rated securities of
comparable quality.
The Merrill Lynch Growth Fund invests in securities of issuers with a
market capitalization of $500 million or greater, but also has the
flexibility to invest in issues of smaller-capitalization companies
with similar value characteristics, and up to 40 percent of its total
assets may be invested in foreign securities.
<PAGE> 12
-4-
The Alliance Bond Fund Corporate Bond Portfolio (Alliance Bond Fund)
invests in investment-grade debt securities, corporate bonds,
convertibles, U.S. government obligations and dollar-denominated
foreign debt.
2. SIGNIFICANT ACCOUNTING POLICIES:
Basis of Accounting
The accompanying financial statements are presented on the accrual basis of
accounting.
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 in the statements of net assets
available for benefits and the statement of changes in net assets available for
benefits for the reporting period. Actual results could differ from those
estimates.
Net Appreciation (Depreciation)
Net appreciation (depreciation) includes both realized gains and losses on
dispositions of investments and unrealized gains and losses reflecting
adjustments to fair value.
Investment Valuation
The Plan's investments are stated at fair market value. The Employer's stock is
valued at its quoted market price.
In-kind Distributions
In-kind distributions represent distributions from the Plan in the form of
shares of the respective mutual funds or the Employer's stock. In-kind
distributions are valued at the fair market value of the shares on the date of
distribution.
Administrative Expenses
Certain administrative functions are performed by officers or employees of the
Employer. No such officer or employee receives compensation from the Plan. The
Plan's administrative expenses have been paid by the Employer for the year ended
February 28, 1999.
<PAGE> 13
-5-
3. TAX STATUS:
The Internal Revenue Service has determined and informed the Employer, by a
letter dated December 21, 1992, that the Plan is designed in accordance with
applicable sections of the Internal Revenue Code (IRC). The Plan has been
amended since receiving this determination letter. However, the plan
administrator believes that the Plan is designed and is currently being operated
in compliance with the applicable requirements of the IRC.
4. PARTY-IN-INTEREST TRANSACTIONS:
The Merrill Lynch S&P 500 Index Fund, Merrill Lynch Corporate Bond Fund, Merrill
Lynch Eurofund, Merrill Lynch Pacific Fund, Merrill Lynch Latin America Fund,
Merrill Lynch Bond High Income Fund and Merrill Lynch Growth Fund are managed by
Merrill Lynch, Pierce, Fenner & Smith (Merrill Lynch) who also serve as the
Plan's custodian and recordkeeper. In addition, the Plan offers the Employer's
common stock as an investment option to the participants.
5. RECONCILIATION OF THE FINANCIAL STATEMENTS TO FORM 5500:
The following is a reconciliation of net assets available for plan benefits per
the financial statements to the Form 5500 as of February 28, 1999:
<TABLE>
<CAPTION>
Amount
-----------
<S> <C>
Net assets available for benefits per the financial statements $21,728,502
Less - Amounts allocated to withdrawing participants (246,804)
-----------
Net assets available for benefits per the Form 5500 $21,481,698
===========
</TABLE>
The following is a reconciliation of benefits paid to participants per the
financial statements to the Form 5500 for the year ended February 28, 1999:
<TABLE>
<CAPTION>
Amount
----------
<S> <C>
Benefits paid to participants per the financial statements $2,210,490
Add - Amounts allocated to withdrawing participants 246,804
----------
Benefits paid to participants per the Form 5500 $2,457,294
==========
</TABLE>
Amounts allocated to withdrawing participants are recorded on the Form 5500 for
benefit claims that have been processed and approved for payment prior to
February 28, 1999, but have not been paid as of that date.
<PAGE> 14
-6-
6. SUBSEQUENT EVENT:
Effective as of March 11, 1999, the Employer entered into an Agreement and Plan
of Merger (the Merger Agreement) with TMP Worldwide Inc. (TMP), pursuant to
which TMP is to acquire the Employer in a pooling of interests transaction. The
Merger Agreement is subject to customary closing conditions, including approval
by the Employer's stockholders. If approved, the Plan will terminate on December
31, 1999, subject to the provisions of ERISA, and all participant accounts will
become fully vested and not subject to forfeiture. All assets of the Plan would
then be distributed to the participants.
<PAGE> 15
SCHEDULE I
LAI WORLDWIDE, INC. PROFIT SHARING AND SAVINGS PLAN
SCHEDULE OF ASSETS HELD FOR INVESTMENT
AS OF FEBRUARY 28, 1999
<TABLE>
<CAPTION>
Historical Fair Market
Description Cost Value
- ------------------------------------------------------------- ------------ ------------
<S> <C> <C>
Merrill Lynch S&P 500 Index Fund* $ 6,254,863 $ 7,331,225
AIM Aggressive Growth Fund 4,421,121 4,142,950
Merrill Lynch Retirement Reserves* 2,572,376 2,572,376
Merrill Lynch Corporate Bond Fund* 1,830,914 1,800,859
Merrill Lynch Eurofund* 1,838,631 1,762,961
MFS Massachusetts Investors Growth Stock Fund 918,879 928,266
Merrill Lynch Pacific Fund* 487,533 499,399
LAI Worldwide, Inc. Common Stock** 1,419,696 494,518
Oppenheimer U.S. Government Fund 431,410 420,133
Merrill Lynch Latin America Fund* 729,061 409,681
AIM International Equity Fund 295,160 285,076
Lord Abbett Developing Growth Fund 237,844 235,416
Davis New York Venture Fund, Inc. 187,604 190,940
MFS Massachusetts InvestorsTrust 120,951 123,289
Oppenheimer Quest Global Value Fund 60,580 58,630
Merrill Lynch Bond High Income Fund* 18,203 17,841
Merrill Lynch Growth Fund* 5,057 4,524
Alliance Bond Fund 764 755
Participant loans (interest rates ranging from 8.75% to 9.5%) 212,791 212,791
----------- -----------
$22,043,438 $21,491,630
=========== ===========
</TABLE>
*Managed by the Plan's custodian, a party-in-interest (Note 4).
**A party-in-interest (Note 4).
The preceding notes are an integral part of this schedule.
<PAGE> 16
SCHEDULE II
LAI WORLDWIDE, INC. PROFIT SHARING AND SAVINGS PLAN
SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED FEBRUARY 28, 1999
<TABLE>
<CAPTION>
Purchases Dispositions
--------- -----------------------------------------
Gain
Description Cost Cost Proceeds (Loss)
- ------------------------------------------------------- ---------- ---------- ---------- --------
<S> <C> <C> <C> <C>
Merrill Lynch S&P 500 Index Fund* $2,019,766 $1,577,354 $1,759,004 $181,650
AIM Aggressive Growth Fund 1,103,373 2,233,152 2,194,655 38,497
Merrill Lynch Retirement Reserves* 2,068,899 259,960 259,960 -
Merrill Lynch Eurofund* 800,479 666,593 719,992 53,399
MFS Massachusetts Investors Growth
Stock Fund 1,192,238 273,359 254,382 18,977
Merrill Lynch Latin America Fund* 213,668 891,415 699,133 (192,282)
</TABLE>
*Managed by the Plan's custodian, a party-in-interest (Note 4).
The preceding notes are an integral part of this schedule.
<PAGE> 17
LAI WORLDWIDE, INC. PROFIT SHARING AND SAVINGS PLAN
SIGNATURES
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,
thereunto duly authorized.
August 25, 1999
LAI WORLDWIDE, INC. PROFIT SHARING AND
SAVINGS PLAN
By: /s/ Patrick J. McDonnell
-------------------------
Patrick J. McDonnell
Trustee
By: /s/ Philip R. Albright
--------------------------
Philip R. Albright
Trustee
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
As independent certified public accountants, we hereby consent to the
incorporation of our reports included in this Form 11-K into the Company's
previously filed Registration Statement File Nos. 333-30903, 333-51463,
333-51467, 333-51469, 333-51499.
ARTHUR ANDERSEN LLP
Tampa, Florida,
August 25, 1999
