HEIDRICK & STRUGGLES INTERNATIONAL INC, S-4/A, 1998-09-08

HEIDRICK & STRUGGLES INTERNATIONAL INC
S-4/A, 1998-09-08
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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 8, 1998

REGISTRATION NO. 333-61023
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- -------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

----------------

AMENDMENT NO. 1 TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

----------------

HEIDRICK & STRUGGLES INTERNATIONAL, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

DELAWARE 36-2681268
(STATE OR OTHER 7361-05
JURISDICTION OF (PRIMARY STANDARD (I.R.S. EMPLOYER
INCORPORATION) INDUSTRIAL IDENTIFICATION NO.)
CLASSIFICATION CODE
NUMBER)

233 SOUTH WACKER DRIVE--SUITE 4200
CHICAGO, ILLINOIS 60606-6303
(312) 496-1200
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

----------------

C/O RICHARD D. NELSON
HEIDRICK & STRUGGLES, INC.
233 SOUTH WACKER DRIVE--SUITE 4200
CHICAGO, ILLINOIS 60606-6303
(312) 496-1200
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)

----------------

COPIES OF ALL CORRESPONDENCE TO:
VINCENT PAGANO, JR.
SIMPSON THACHER & BARTLETT
425 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017
(212) 455-2000

----------------

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.

If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance
with General Instruction G, check the following box. [_]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]

CALCULATION OF REGISTRATION FEE
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<TABLE>
<S> <C> <C>
TITLE OF EACH CLASS OF PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO BE REGISTERED AGGREGATE OFFERING PRICE(1) REGISTRATION FEE(2)
- ------------------------------------------------------------------------------------------
Common Stock,
without par value.............. $47,932,000 $14,140
</TABLE>
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(1) Estimated solely for the purposes of calculating the registration fee
pursuant to Rule 457(f)(2) under the Securities Act of 1933, using the
book value of the common stock of Heidrick & Struggles, Inc., which was
estimated to be $47,932,000 as of June 30, 1998.

(2) Previously paid

----------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.

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<PAGE>

HEIDRICK & STRUGGLES INTERNATIONAL, INC.
CROSS-REFERENCE SHEET

PURSUANT TO ITEM 501(B) OF REGULATION S-K

<TABLE>
<CAPTION>
S-4 ITEM NUMBER AND CAPTION PROSPECTUS
--------------------------- ----------
<C> <S> <C>
A. INFORMATION ABOUT THE TRANSACTION
1. Forepart of Registration Statement and
Outside Front Cover Page of Prospectus.... Facing Page; Cross Reference
Sheet; Outside Front Cover
Page of Prospectus.
2. Inside Front and Outside Back Cover Pages
of Prospectus............................. Table of Contents
3. Risk Factors, Ratio of Earnings to Fixed
Charges and Other Information............. Joint Consent
Statement/Prospectus Summary;
Risk Factors.
4. Terms of the Transaction................... Joint Consent
Statement/Prospectus Summary;
Risk Factors; Proposed Merger;
Certain United States Federal
Tax Consequences; Comparison
of Stockholder
Rights; Rights of Dissenting
Stockholders.
5. Pro Forma Financial Information............ Joint Consent
Statement/Prospectus Summary;
Unaudited Pro Forma Condensed
Consolidated Financial Data.
6. Material Contacts with the Company Being
Acquired.................................. Joint Consent
Statement/Prospectus Summary;
The Merger; Management's
Discussion and Analysis of
Financial Condition and
Results of Operations; The
Company.

7. Additional Information Required for
Reoffering by Persons and Parties Deemed *
to be Underwriters........................
8. Interests of Named Experts and Counsel..... Legal Matters.
9. Disclosure of Commission Position on
Indemnification for Securities Act *
Liabilities...............................
B. INFORMATION ABOUT THE REGISTRANT
10. Information with Respect to S-3 *
Registrants...............................
11. Incorporation of Certain Information by *
Reference.................................
12. Information with Respect to S-2 or S-3 *
Registrants...............................
13. Incorporation of Certain Information by *
Reference.................................
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
S-4 ITEM NUMBER AND CAPTION PROSPECTUS
--------------------------- ----------
<C> <S> <C>
14. Information with Respect to Registrants
Other Than S-3 or S-2 Registrants......... Joint Consent
Statement/Prospectus Summary;
Selected Financial Data;
Management's Discussion and
Analysis of Financial
Condition and Results of
Operations; The Company;
Management; Security Ownership
of Certain Beneficial Owners
and Management; Comparison of
Stockholder Rights; Index to
Financial Statements.
C. INFORMATION ABOUT THE COMPANY BEING
ACQUIRED
15. Information with Respect to S-3 Companies.. *
16. Information with Respect to S-2 or S-3 *
Companies.................................
17. Information with Respect to Companies Other
Than S-3 or S-2 Companies................. Joint Consent
Statement/Prospectus Summary;
Selected Financial Data;
Management's Discussion and
Analysis of Financial
Condition and Results of
Operations; The Company;
Comparison of Stockholder
Rights.
D. VOTING AND MANAGEMENT INFORMATION
18. Information if Proxies, Consents or
Authorizations are to be Solicited........ Joint Consent
Statement/Prospectus Summary;
Rights of Dissenting
Stockholders; Vote By Written
Consent; The Merger; Rights of
Dissenting Stockholders; The
Company; Management;
Comparison of Stockholder
Rights.
19. Information if Proxies, Consents or
Authorizations are not to be Solicited or *
in an Exchange Offer......................
</TABLE>
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* Item is omitted because answer is negative or item is inapplicable.
<PAGE>

PRELIMINARY COPY
SUBJECT TO COMPLETION

HEIDRICK & STRUGGLES INTERNATIONAL, INC.
233 SOUTH WACKER DRIVE, SUITE 400
CHICAGO, ILLINOIS 60606-6303

To the Stockholders of Heidrick & Struggles International, Inc.:

Pursuant to the requirements of the General Corporation Law of the State of
Delaware, the Board of Directors seeks stockholder approval of (i) the
recapitalization (the "HSI Recapitalization") of Heidrick & Struggles
International Inc. ("HSI") by means of a to one stock split of HSI's
Class A Common Stock, a to one stock split of HSI's Class B Common Stock
and the amendments to HSI's Certificate of Incorporation required thereby and
(ii) adoption of the Agreement and Plan of Merger, dated as of June 30, 1998,
(the "Merger Agreement"), by and among HSI and Heidrick & Struggles, Inc., a
Delaware Corporation ("H&S Inc."), including the amendment of HSI's Certificate
of Incorporation to read in its entirety as Annex I to the Merger Agreement.
Pursuant to HSI's Certificate of Incorporation, each of these actions requires
approval by the written consent of the holders of a majority of the Class A
Common Stock of HSI ("Class A Common Stock") issued and outstanding voting
separately as a Class and the written consent of the Class B Common Stock of
HSI ("Class B Common Stock") issued and outstanding voting separately as a
Class. In the merger (the "Merger"), H&S Inc. will merge with and into HSI, and
HSI will be the surviving corporation. Upon the effectiveness of the Merger,
each share of the issued and outstanding capital stock of H&S Inc. will be
converted into shares of Common Stock of the surviving corporation, each
share of Class A Common Stock will be converted into shares of Common Stock
of the surviving corporation and each share of Class B Common Stock will be
cancelled without consideration therefor.

By this written consent, stockholders are being asked to consider and consent
to the two above-mentioned proposals, in connection with the proposed HSI
Recapitalization and Merger.

Please read the enclosed materials carefully. This Joint Consent
Statement/Prospectus more fully describes the Merger, the HSI Recapitalization
and the proposed recapitalization of H&S Inc. Do not send us your stock
certificates at this time. Once the HSI Recapitalization and/or the Merger
become(s) effective, you will be advised of the procedure for surrendering your
certificates in exchange for new certificates.

______________________________________
Richard D. Nelson
Secretary
<PAGE>

PRELIMINARY COPY
SUBJECT TO COMPLETION

HEIDRICK & STRUGGLES, INC.

233 SOUTH WACKER DRIVE, SUITE 400
CHICAGO, ILLINOIS 60606-6303

To the Stockholders of Heidrick & Struggles, Inc.:

Pursuant to the requirements of the General Corporation Law of the State of
Delaware, the Board of Directors seeks stockholder approval of (i) the
recapitalization of Heidrick & Struggles, Inc. ("H&S Inc.") by means of a
to one stock split of H&S Inc.'s Common Stock (the "H&S Recapitalization") and
the amendment of H&S Inc.'s Certificate of Incorporation required thereby and
(ii) the adoption of the Agreement and Plan of Merger, dated as of June 30,
1998, (the "Merger Agreement"), by and among Heidrick & Struggles
International, Inc. ("HSI") and H&S Inc., including the amendment of HSI's
Certificate of Incorporation to read in its entirety as Annex I to the Merger
Agreement. Pursuant to H&S Inc.'s Certificate of Incorporation, the H&S Inc.
Recapitalization requires approval by the written consent of the holders of a
majority of the Common Stock of H&S Inc. issued and outstanding, and the
Merger requires the approval by the written consent of the holders of two-
thirds of the Common Stock of H&S Inc. issued and outstanding. In the merger
(the "Merger"), H&S Inc. will merge with and into HSI, and HSI will be the
surviving corporation. Upon the effectiveness of the Merger, each share of the
issued and outstanding capital stock of H&S Inc. will be converted into
shares of Common Stock of the surviving corporation, each share of Class A
Common Stock will be converted into shares of Common Stock of the
surviving corporation and each share of Class B Common Stock will be cancelled
without consideration therefor.

By this written consent, stockholders are being asked to consider and
consent to the two above-mentioned proposals, in connection with the proposed
H&S Inc. Recapitalization and Merger.

Please read the enclosed materials carefully. This Joint Consent
Statement/Prospectus more fully describes the Merger, the H&S Inc.
Recapitalization and the proposed recapitalization of HSI. Do not send us your
stock certificates at this time. Once the Merger becomes effective, you will
be advised of the procedure for surrendering your certificates in exchange for
the Merger consideration described in the attached materials.

_____________________________________
Richard D. Nelson
Secretary
<PAGE>

SUBJECT TO COMPLETION, DATED SEPTEMBER 8, 1998
JOINT CONSENT STATEMENT/PROSPECTUS
SHARES
COMMON STOCK, NO PAR VALUE

JOINT CONSENT STATEMENT
FOR
HEIDRICK & STRUGGLES INTERNATIONAL, INC.
AND
HEIDRICK & STRUGGLES, INC.
----------------
This Joint Consent Statement/Prospectus is being furnished to the holders of
Class A Common Stock and Class B Common Stock of Heidrick & Struggles
International, Inc., a Delaware corporation ("HSI"), in connection with the
solicitation of written consents by HSI, to (i) approve the recapitalization
(the "HSI Recapitalization") of HSI by means of a to one stock split of
HSI's Class A Common Stock ("Class A Common Stock"), a to one stock split
of HSI's Class B Common Stock and the amendments to HSI's Certificate of
Incorporation required thereby and (ii) approve the Agreement and Plan of
Merger, dated as of June 30, 1998 (the "Merger Agreement") by and among HSI
and Heidrick & Struggles, Inc., a Delaware corporation ("H&S Inc."), including
the amendment of HSI's Certificate of Incorporation to read in its entirety as
Annex I to the Merger Agreement.

As permitted under Delaware law, HSI is soliciting consents to take the
above action without a stockholders' meeting. The HSI Recapitalization and
adoption of the Merger Agreement each requires approval by the written consent
of the holders of a majority of the issued and outstanding shares, Class A
Common Stock ("Class A Common Stock") of HSI voting separately as a class and
the written consent of the Class B Common Stock ("Class B Common Stock") of
HSI voting separately as a class.

This Joint Consent Statement/Prospectus is also being furnished to the
holders of Common Stock, par value $1.00 per share (the "H&S Inc. Common
Stock") of H&S Inc., in connection with the solicitation of written consents
by H&S Inc., to (i) approve the recapitalization (the "H&S Inc.
Recapitalization" and, together with the HSI Recapitalization, the
"Recapitalizations") of H&S Inc. by means of a to one stock split of the
H&S Inc. Common Stock and the amendment of H&S Inc.'s Certificate of
Incorporation required thereby and (ii) adopt the Merger Agreement.

Upon effectiveness of the Merger, H&S Inc. will merge with and into HSI, and
Heidrick & Struggles International, Inc. will be the surviving corporation
(referred to herein as the "Company" or "H&S") and each share of the issued
and outstanding H&S Inc. Common Stock will be converted into shares of
Common Stock of the Company (the "Company Common Stock"), each share of Class
A Common Stock will be converted into shares of Company Common Stock and
each share of Class B Common Stock will be cancelled without consideration
therefor.

As permitted under Delaware law, H&S Inc. is soliciting consents to take the
above action without a stockholders' meeting to adopt the Merger Agreement.
Pursuant to H&S Inc.'s Certificate of Incorporation, the H&S Inc.
Recapitalization requires approval by the written consent of the holders of a
majority of the H&S Inc. Common Stock issued and outstanding and the adoption
of the Merger Agreement requires the approval by the written consent of the
holders of two-thirds of the H&S Inc. Common Stock issued and outstanding.

This Joint Consent Statement/Prospectus also serves as the prospectus of HSI
with respect to the shares of Company Common Stock issuable upon consummation
of the Merger.

This Joint Consent Statement/Prospectus and the accompanying form of consent
are first being mailed to stockholders of HSI and H&S Inc. on or about ,
1998.
----------------

SEE "RISK FACTORS" BEGINNING ON PAGE 20 FOR A DISCUSSION OF CERTAIN FACTORS
THAT SHOULD BE CONSIDERED IN CONNECTION WITH THE MERGER AND THE
RECAPITALIZATIONS.
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THE SHARES OF COMPANY COMMON STOCK TO BE ISSUED IN CONNECTION WITH THE MERGER
HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE
COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.

THE DATE OF THIS JOINT CONSENT STATEMENT/PROSPECTUS IS AUGUST , 1998
<PAGE>

NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION
NOT CONTAINED IN THIS JOINT CONSENT STATEMENT/PROSPECTUS IN CONNECTION WITH
THE RECAPITALIZATIONS AND THE MERGER, AND IF GIVEN OR MADE, SUCH INFORMATION
OR REPRESENTATION SHOULD NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED. NEITHER
THE DELIVERY OF THIS JOINT CONSENT STATEMENT/PROSPECTUS NOR ANY DELIVERY OF
HSI COMMON STOCK SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT
THERE HAS BEEN NO CHANGE IN THE INFORMATION CONTAINED HEREIN OR IN THE AFFAIRS
OF HSI OR H&S INC. SINCE THE DATE HEREOF.

2
<PAGE>

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Joint Consent Statement/Prospectus Summary................................ 4
Vote by Written Consent................................................... 13
Information concerning HSI................................................ 13
Information concerning H&S Inc............................................ 13
The Recapitalizations..................................................... 13
Recommendation of the Board of Directors of HSI......................... 13
Recommendation of the Board of Directors of H&S Inc..................... 13
The Merger................................................................ 13
Background of the Merger................................................ 13
Reasons for the Merger.................................................. 14
Recommendation of the Board of Directors of HSI......................... 14
Recommendation of the Board of Directors of H&S Inc..................... 14
Proposed Merger......................................................... 14
Conditions to the Merger................................................ 15
Amendment or Waiver of Merger Agreement................................. 15
Accounting Treatment of the Transaction................................. 16
Amendment of HSI's Certificate of Incorporation......................... 16
Regulatory Approvals.................................................... 16
Rights of Dissenting Stockholders......................................... 16
Risk Factors.............................................................. 20
Dividend Policy........................................................... 25
Capitalization............................................................ 26
Unaudited Pro Forma Condensed Consolidated Financial Data................. 27
Selected Financial Data................................................... 32
Management's Discussion and Analysis of Financial Condition and Results of
Operations............................................................... 34
The Company............................................................... 43
Management................................................................ 52
Security Ownership of Certain Beneficial Owners and Management............ 57
Comparison of Stockholder Rights.......................................... 58
Certain United States Federal Tax Consequences ........................... 64
Legal Matters............................................................. 64
Experts................................................................... 65
Additional Information.................................................... 65
</TABLE>

3
<PAGE>

JOINT CONSENT STATEMENT/PROSPECTUS SUMMARY

The following summary is qualified in its entirety by, and should be read in
conjunction with, the more detailed information and financial statements
(including the notes thereto) appearing elsewhere in this Joint Consent
Statement/Prospectus. Unless otherwise indicated, the information in this Joint
Consent Statement/Prospectus assumes that H&S Inc. will merge with and into HSI
prior to the completion of the initial offering to the public (the "Offering")
of the Company Common Stock of the combined company. Unless the context
requires otherwise, all references herein to "H&S" or the "Company" or
"Heidrick & Struggles International, Inc." mean Heidrick & Struggles
International, Inc. after the Merger, its wholly and majority owned
subsidiaries and its and their respective predecessors, collectively. All
references to "HSI" refer to Heidrick & Struggles International, Inc. before
the Merger. In addition, unless the context requires otherwise, all share and
per share amounts contained herein give effect to the Recapitalizations.

VOTE BY WRITTEN CONSENT

Approval of the HSI Recapitalization and adoption by HSI of the Merger
Agreement require the approval by the written consent of the holders of a
majority of the Class A Common Stock issued and outstanding voting separately
as a class and the written consent of the Class B Common Stock issued and
outstanding voting separately as a class.

Approval of the H&S Inc. Recapitalization requires the approval of the
holders of a majority of the H&S Inc. Common Stock issued and outstanding.
Adoption of the Merger Agreement by H&S Inc. requires the approval of the
holders of two-thirds of the H&S Inc. Common Stock issued and outstanding.

HSI AND H&S INC.

HSI was incorporated in Delaware on May 9, 1968. HSI conducts executive
searches primarily in Europe. HSI has two classes of stock, the Class A Common
Stock and the Class B Common Stock. All of the Class B Stock is owned by H&S
Inc. Shares of the Class A Common Stock are owned by employees of HSI. HSI's
principal place of business is 233 South Wacker Drive, Suite 4200, Chicago,
Illinois 60606-6303, and its telephone number is (312) 496-1200.

H&S Inc. was incorporated in Delaware on October 8, 1956 as successor to a
partnership formed in 1953. H&S Inc. conducts executive searches in North
America, Latin America and Asia. H&S Inc. has one class of Common Stock which
is owned by employees of H&S Inc. H&S Inc.'s principal place of business is 233
South Wacker Drive, Suite 4200, Chicago, Illinois 60606-6303, and its telephone
number is (312) 496-1200.

THE RECAPITALIZATIONS

The HSI Recapitalization will give effect to a to one stock split of the
Class A Common Stock and a to one split of the Class B Common Stock. As a
result of the HSI Recapitalization, each holder of shares of Class A Common
Stock will thus receive shares of Class A Common Stock and each holder of
shares of Class B Common Stock will receive shares of Class B Common Stock.
The H&S Inc. Recapitalization will give effect to a to one stock split of
the H&S Inc. Common Stock. As a result of the H&S Inc. recapitalization, each
holder of shares of H&S Inc. Common Stock will thus receive shares of H&S
Inc. Common Stock. The prior completion of the Recapitalizations is a condition
to the effectiveness of the Merger.

RECOMMENDATION OF THE BOARD OF DIRECTORS OF HSI

The Board of Directors of HSI (the "HSI Board") has determined that it is
advisable and in the best interests of HSI that the HSI Recapitalization take
place. The HSI Board recommends that the stockholders of HSI approve the HSI
Recapitalization, including the amendments to the Certificate of Incorporation
of HSI required thereby.

4
<PAGE>

RECOMMENDATION OF THE BOARD OF DIRECTORS OF H&S INC.

The Board of Directors of H&S Inc. (the "H&S Inc. Board") has determined that
it is advisable and in the best interests of H&S Inc. that the H&S Inc.
Recapitalization take place. The H&S Inc. Board recommends that the
stockholders of H&S Inc. approve the H&S Inc. Recapitalization, including the
amendment of the Certificate of Incorporation of H&S Inc. required thereof.

THE MERGER

Prior to 1984, H&S Inc. and HSI operated under a single ownership structure.
In 1984, H&S Inc. consummated a spin-off of HSI to its European partners while
retaining a significant equity interest in HSI. Since that time, HSI has
conducted primarily European-based operations, while H&S Inc. has conducted all
other operations. The Merger is intended to reunite HSI and H&S Inc. in
contemplation of the Offering.

MERGER AGREEMENT

A copy of the Merger Agreement is annexed as Annex A to this Joint Consent
Statement/Prospectus and is incorporated herein by reference. The description
of the provisions of the Merger Agreement that follows is necessary incomplete;
reference is made to the Merger Agreement itself for a complete description of
each matter and of all of the terms and conditions of the Merger.

EFFECT OF THE MERGER

Pursuant to the Merger Agreement, H&S Inc. will merge with and into HSI with
Heidrick & Struggles International, Inc. being the surviving corporation of the
Merger. The Merger shall become effective when the Certificate of Merger is
filed with the Secretary of State of Delaware or at such subsequent time as the
parties shall agree (the "Effective Time"). At the Effective Time, the separate
corporate existence of H&S Inc. shall cease and Heidrick & Struggles
International, Inc. shall be the surviving corporation. At the Effective Time,
the Company's Certificate of Incorporation will be amended to read in its
entirety as Annex I to the Merger Agreement. At the Effective Time, each share
of the issued and outstanding capital stock of H&S Inc. will be converted into
shares of Company Common Stock as provided in the Merger Agreement. Any
fractional shares will be cancelled, and the holders thereof will receive cash
for their fractional interests.

Currently the authorized number of shares of HSI is 300,000 shares, of which
(i) 150,000 are Class A Common Stock, of which shares are currently issued
and outstanding; and (ii) 150,000 shares are Class B Common Stock, of which
shares are currently issued and outstanding. At the Effective Time, each
issued and outstanding share of Class A Common Stock will be converted into
shares of Company Common Stock, and each share of Class B Common Stock will
cease to be outstanding and shall be cancelled and retired and no consideration
shall be delivered in exchange therefor.

Currently, the authorized number of shares of H&S Inc. Common Stock is
500,000, of which shares are currently issued and outstanding. At the
Effective Time, each share of H&S Inc. Common Stock that is issued and
outstanding immediately prior to the Effective Time will automatically be
converted into shares of Company Common Stock. All shares of H&S Inc.
Common Stock shall cease to be outstanding and shall be cancelled and returned.
Each holder of H&S Inc. Common Stock shall cease to have any rights with
respect to and shares of H&S Inc. Common Stock, except the right to receive the
applicable number of shares of Company Common Stock.

CONDITIONS TO THE MERGER

5
<PAGE>

Act of 1976, as amended (the "HSR Act"), the receipt of an opinion from Kramer,
Levin, Naftalis & Frankel that the Merger will qualify as a tax-free
reorganization within the meaning of Section 368 of the Internal Revenue Code
of 1986, as amended (the "Code"), and the regulations promulgated thereunder
and the absence of any injunction or other legal restraint or prohibition
preventing the consummation of the Merger.

CLOSING DATE

The closing of the Merger shall take place on the second business day after
which the last to be fulfilled or waived of all the conditions precedent to the
Merger (other than those conditions that can only be fulfilled at the closing)
shall be fulfilled or waived or at such other time as the parities may agree.

AMENDMENT OF HSI'S CERTIFICATE OF INCORPORATION

Pursuant to the terms of the Merger Agreement, at the Effective Time of the
Merger, the Certificate of Incorporation of HSI will be amended to read in its
entirety as Annex I to the Merger Agreement, which will, as so amended be the
Certificate of Incorporation of the Company. Such amended Certificate of
Incorporation will eliminate both the Class A Common Stock and the Class B
Common Stock, providing instead for the Company Common Stock. Certain
additional provisions of the Company's Certificate of Incorporation are
described under "Comparison of Stockholder Rights."

RECOMMENDATION OF THE BOARD OF DIRECTORS OF HSI

The HSI Board has determined that it is advisable and in the best interests
of HSI that H&S Inc. be merged with and into HSI, with HSI as the surviving
corporation, in accordance with the Merger Agreement. The HSI Board recommends
that the stockholders of HSI approve the merger and adopt the Merger Agreement
including the amendment of HSI's Certificate of Incorporation to read in its
entirety as Annex I to the Merger Agreement.

RECOMMENDATION OF THE BOARD OF DIRECTORS OF H&S INC.

The H&S Inc. Board has determined that it is advisable and in the best
interests of H&S Inc. that H&S Inc. be merged with and into HSI, with HSI as
the surviving corporation, in accordance with the Merger Agreement. The H&S
Inc. Board recommends that the stockholders of H&S Inc. approve the Merger and
adopt the Merger Agreement including the amendment of HSI's Certificate of
Incorporation to read in its entirety as Annex I to the Merger Agreement.

RIGHTS OF DISSENTING STOCKHOLDERS

Under Section 262 of the Delaware General Corporation Law (the "DGCL"),
holders of Class A Common Stock, Class B Common Stock and H&S Inc. Common Stock
may dissent from the Merger and obtain payment for the fair value of his or her
shares. In order to dissent, (i) the dissenting stockholder must deliver to HSI
or H&S Inc., as the case maybe, prior to written notice of his or her
intent to demand payment for his or her shares if the Merger is effected and
(ii) the dissenting stockholder must not vote in favor of the Merger. See
"Rights of Dissenting Stockholders."

REGULATORY APPROVALS

Under the HSR Act and the rules promulgated thereunder by the Federal Trade
Commission (the "FTC"), the Merger may not be consummated until notifications
have been given and certain information has been furnished to the FTC and the
Antitrust Division of the Department of Justice (the "Antitrust Division") and
the

6
<PAGE>

applicable waiting period has expired or been terminated. On , 1998, HSI
and H&S Inc. filed Notification and Report Forms under the HSR Act with the FTC
and the Antitrust Division. [On 1998, the FTC and the Antitrust Division
granted early termination of the waiting period under the HSR Act with respect
to the Merger effective immediately.] See "Regulatory Approvals."

CERTAIN FEDERAL INCOME TAX CONSEQUENCES

For a summary of the material U.S. federal income tax consequences of the
Merger, see "Certain Federal Income Tax Consequences."

BECAUSE CERTAIN TAX CONSEQUENCES OF THE MERGER MAY VARY DEPENDING ON THE
PARTICULAR CIRCUMSTANCES OF EACH STOCKHOLDER, IT IS RECOMMENDED THAT HOLDERS OF
H&S INC. COMMON STOCK CONSULT THEIR TAX ADVISORS CONCERNING THE FEDERAL (AND
ANY STATE, LOCAL AND NON-U.S.) TAX CONSEQUENCES OF THE MERGER IN THEIR
PARTICULAR CIRCUMSTANCES.

THE COMPANY

After the Merger, the Company will continue to function much as HSI and H&S
Inc. functioned in concert prior to the Merger. In this Joint Consent
Statement/Prospectus, the term "Company" is used both to refer to the historic
collective operations of HSI and H&S Inc. and to the anticipated operations of
the Company after the Merger.

After the Merger, Heidrick & Struggles International, Inc. will be one of the
leading global executive search firms and believes that, based on revenues, it
will be the largest executive search firm in the United States and the second
largest in the world. With over 45 years of experience in fulfilling its
clients' leadership needs, H&S Inc. and HSI (together, "H&S" or the "Company")
offer and conduct executive search services in nearly every major business
center in the world. The Company's services focus on the identification,
evaluation and recommendation of qualified candidates for senior level
executive positions. Through its worldwide network of approximately 700
professionals in 54 offices, H&S provides executive search services to a broad
range of clients, including Fortune 500 companies, major non-U.S. companies,
middle market and emerging growth companies, governmental and not-for-profit
organizations and other leading private and public entities. Taken together,
the combined worldwide revenues of H&S Inc. and HSI have grown from $108.5
million in 1993 to $263.0 million in 1997, a compound annual growth rate of
approximately 25%.

According to Kennedy Information LLC ("Kennedy"), worldwide executive search
industry revenue has grown at a 20% compound annual growth rate from
approximately $3.5 billion in 1993 to approximately $7.3 billion in 1997. H&S
believes that a number of favorable trends are contributing to the growth of
the executive search industry, including the following: (i) an increase in
competition for executive talent and a resulting increase in executive
compensation levels and turnover, (ii) a growing acceptance by corporate
leadership of the use of executive search consultants, (iii) the increasing
globalization of business driving the demand for executive talent by
multinationals, (iv) an increased demand for executive search services by
start-up and newly-acquired companies, (v) a greater need for managers with
diverse leadership skills and (vi) a reduction of the number of layers of
executive management, which limits the internal pool from which companies can
draw for talent.

KEY COMPETITIVE STRENGTHS

The Company believes that it possesses several key competitive strengths
which position it to capitalize on the growing demand for its services. These
strengths include the following:

. EXPERIENCED TEAM OF EXECUTIVE SEARCH CONSULTANTS. H&S believes that its
executive search consultants ("consultants") are among the most
experienced within the executive search industry. As of

7
<PAGE>

June 30, 1998, the Company employed over 330 consultants who, on average,
have approximately 10 years of experience in executive search and 9 years
of experience in other industries. H&S believes that this depth of
experience is a prerequisite to the effective performance of senior level
executive searches. The Company attributes its success in attracting and
retaining such high caliber consultants to its premier reputation, unique
team oriented culture and performance-based compensation system. The
Company believes that its attractiveness as an employer is reflected in
its low turnover rate among its consultants. For the period from January
1, 1995 through June 30, 1998, an annual average of fewer than 1.5% of
H&S's consultants have left to work elsewhere in the executive search
industry.

. GLOBAL PRESENCE. The Company's 54 offices are located in major business
centers in 28 countries around the world. The Company's global presence
enables it to serve the needs of multinational companies and local
businesses worldwide, and provides it with access to an international
network of candidates and referral sources. The Company's offices in
North America, Europe, Asia Pacific and Latin America employed 168, 127,
21 and 15 consultants, as of June 30, 1998, respectively, and generated
1997 revenues of $159 million, $83 million, $13 million and $8 million,
respectively.

. EMPHASIS ON SENIOR LEVEL EXECUTIVE SEARCH. H&S is an industry leader in
placing senior level executives within the world's largest and most
complex organizations. Approximately 39% of the executive searches
performed by the Company worldwide, representing approximately 48% of
revenues (and approximately 50% of the searches performed in North
America, representing approximately 56% of revenues) in 1997, were for
chief executive officers ("CEOs"), presidents, chief financial officers
("CFOs"), chief operating officers ("COOs"), chief administrative
officers ("CAOs"), chief information officers ("CIOs"), members of boards
of directors and other senior management positions (such as division
heads). These senior level executive searches generally provide a higher
level of revenue per search and result in greater visibility with the
Company's clients and within the executive search industry. The Company
believes that performing senior level, high profile executive search
assignments: (i) strengthens its brand name recognition and contacts with
leading decision makers, referral sources and high caliber candidates;
(ii) enhances H&S's ability to secure other senior level executive
searches and (iii) enables the Company to attract and retain highly
qualified consultants.

. INDUSTRY PRACTICE GROUPS AND FUNCTIONAL SPECIALTIES. H&S's business is
organized around seven core industry practice groups, each focused on a
specific industry. These core industry practice groups are international
technology, industrial, consumer products, financial services, health
care, professional services and higher education/not-for-profit. Certain
H&S consultants also specialize in searches for functional positions such
as members of boards of directors, CEOs, CFOs and CIOs. The Company
believes that its operational structure enables its consultants to
provide its clients with superior executive search services. By enabling
its consultants to specialize, the Company's consultants are better able
to successfully build relationships with candidates and referral sources
and to understand its clients' cultures, operations, business strategies
and industries. Understanding these factors is critical to understanding
the needs of clients' and candidates' and, therefore, to the successful
placement of candidates. The Company's industry practice groups and
functional specialties emphasize H&S's consultative approach and are
designed to build and maintain long-term relationships with its clients.

. GLOBAL SUPPORT PLATFORM. The Company's consultants work with a team of
more than 360 associates, all of whom have access to a sophisticated
global technology infrastructure. This technology infrastructure consists
of internally developed proprietary databases containing over 650,000
candidate profiles and over 27,000 company records, coupled with a broad
range of on-line services and industry reference sources. H&S also
deploys advanced Internet-based technology to support the research needs
of the Company's professionals. The Company believes that its global
support structure enables its professionals to complete searches
efficiently and effectively. Given the importance of technology to the
search process, H&S is continuing to improve its information management
infrastructure by implementing its Integrated Global Information System
("IGIS"), an ongoing strategic technology

8
<PAGE>

initiative. IGIS is designed to enhance the functionality, speed and
quality of the Company's information management. See "The Company--
Assignment Research and Information Management."

GROWTH STRATEGY

The Company's goal is to be the leading global provider of executive search
services while achieving sustainable revenue and earnings growth. The Company
pursues a focused growth strategy with the following key elements:

. EXPAND AND DEVELOP CLIENT RELATIONSHIPS. The Company continually seeks to
expand its relationships with existing clients and to develop new client
relationships. The Company accomplishes this by continuing to (i)
aggressively pursue the highest level executive search assignments, (ii)
expand the breadth and depth of its industry practice groups and
functional specialties, (iii) offer services across a broadening range of
geographic locations by strategically opening offices in cities where H&S
is not currently located and (iv) actively recruit consultants who have
the demonstrated ability to expand the Company's client base.
Historically, the Company has successfully expanded its client base and
generated repeat business from existing clients. For example, H&S had
approximately 1,800 clients in 1995 and approximately 2,600 in 1997. Of
the clients for which the Company performed searches in 1997, 77% had
also been clients of the firm between 1994 and 1996.

. PURSUE STRATEGIC ACQUISITIONS. The executive search industry is highly
fragmented, consisting of more than 4,000 executive search firms
worldwide. The industry has been consolidating in recent years as a
number of smaller firms have joined with larger firms in the industry,
such as H&S, in order to gain the benefits of superior managerial,
financial and technological resources. The Company maintains a focused
acquisition strategy designed to acquire executive search firms with
complementary corporate cultures in order to increase its penetration in
existing and new geographic markets and expand the depth and breadth of
its industry practice groups and functional specialties. The Company has
completed a number of strategic acquisitions worldwide that are
consistent with its acquisition strategy. See "--Recent Acquisitions."

. ENHANCE EXECUTIVE SEARCH PROFESSIONAL PRODUCTIVITY. The Company believes
that its consultants generate one of the highest levels of average
revenue per consultant in the industry. H&S's consultants generated an
average revenue per consultant of $1.2 million in the U.S. in 1997 as
compared to $809,000 for the average of the other nine of the largest ten
U.S. executive search firms. H&S believes that its infrastructure can be
leveraged to allow for increases in the productivity of its executive
search professionals. Specifically, the Company expects that its IGIS
initiative will enable H&S's professionals to access a greater amount of
information sources more quickly and to perform more sophisticated search
functions to help them identify candidates more efficiently and
effectively. IGIS will provide the Company with a scalable technology
infrastructure that is designed to support a significant number of
additional users without significant incremental costs.

RECENT STRATEGIC ACQUISITIONS AND ALLIANCE

Over the past year, H&S Inc. and HSI have successfully completed the
strategic acquisition of two executive search firms and a strategic alliance
with one executive search firm:

. FENWICK. On June 26, 1998, H&S Inc. acquired Fenwick Partners, Inc.
("Fenwick"). Fenwick, a Boston-based executive search firm, employed nine
consultants and had fiscal 1997 revenues of $6.4 million. This
transaction expanded the reach of H&S Inc.'s international technology
group into a third key technology center in the United States. Fenwick,
based in the "Route 128" technology corridor in Massachusetts,
complements the H&S Inc.'s existing offices in Menlo Park, California and
Tysons Corner, Virginia which also focus on senior level recruitment for
computer hardware and software, telecommunications, engineering and
medical electronics companies.

9
<PAGE>

. MULDER. On October 1, 1997, HSI acquired Mulder & Partner GmbH & Co. KG
("Mulder") which employed 13 consultants. Prior to the acquisition,
Mulder was the largest executive search firm in Germany, as measured by
revenues, with $21.8 million in revenues for the nine months ended
September 30, 1997. This transaction immediately positioned HSI as the
largest executive search firm in Germany and the second largest in
Europe.

. REDELINGHUYS. On August 31, 1998, the Company entered into an alliance
with Redelinghuys & Partners, a senior executive search firm with offices
in Capetown and Johannesburg in the Republic of South Africa. The
alliance consists of a licensing agreement as well as a transfer fee
sharing agreement and allows the Company to expand its services to its
clients to the African continent.

THE OFFERING

The Company has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement on Form S-1 under the Securities Act of
1933, as amended (the "Securities Act") in connection with the Offering. The
Recapitalizations and the Merger are to take place prior to the completion of
the Offering.

10
<PAGE>

SUMMARY FINANCIAL DATA

The following tables set forth summary historical financial and other data of
H&S Inc. and HSI as of the dates and for the periods indicated, which have been
derived from, and are qualified by reference to, H&S Inc.'s and HSI's financial
statements and other records, and unaudited summary pro forma condensed
consolidated financial data. See "Unaudited Pro Forma Condensed Consolidated
Financial Data." The unaudited pro forma financial data are presented for
informational purposes only and should not be construed to indicate (i) the
results of operations or the financial position of the Company that actually
would have occurred had the Merger and other matters reflected therein occurred
as of the dates indicated or (ii) the results of operations or the financial
position of the Company in the future. The following table should be read in
conjunction with the Consolidated Financial Statements and related Notes
thereto included elsewhere in this Prospectus.

UNAUDITED SUMMARY PRO FORMA CONDENSED CONSOLIDATED FINANCIAL DATA(1)

<TABLE>
<CAPTION>
YEAR ENDED SIX MONTHS ENDED
DECEMBER 31, JUNE 30,
------------ ---------------------
1997 1997 1998
------------ -------- --------
(IN THOUSANDS, EXCEPT PER
SHARE
AND OTHER OPERATING DATA)
<S> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Revenue.................................... $284,792 $138,164 $158,170
Operating income........................... 20,051 10,745 8,701
Net income................................. $ 10,839 $ 5,114 $ 2,507
======== ======== ========
SHARE DATA:
Basic earnings per common share............ $ $ $
======== ======== ========
Diluted earnings per common share.......... $ $ $
======== ======== ========
Basic weighted average common shares
outstanding...............................
======== ======== ========
Diluted weighted average common shares
outstanding...............................
======== ======== ========
BALANCE SHEET DATA (AT END OF PERIOD):
Working capital............................ $ 8,740
Total assets............................... 216,021
Long-term debt, less current maturities.... 5,866
Total stockholders' equity................. 90,958
OTHER OPERATING DATA:
Number of offices (at end of period)....... 51 50 54
======== ======== ========
Average number of consultants during the
period.................................... 263 254 304
======== ======== ========
</TABLE>
- --------
(1) See Notes to "Unaudited Pro Forma Condensed Consolidated Financial Data" on
page 21.

11
<PAGE>

SUMMARY FINANCIAL DATA

H&S INC.

<TABLE>
<CAPTION>
SIX MONTHS
YEAR ENDED DECEMBER 31, ENDED JUNE 30,
------------------------------------------ ---------------
1993 1994 1995 1996 1997 1997 1998
------- ------- -------- -------- -------- ------- -------
(IN THOUSANDS, EXCEPT OTHER OPERATING DATA)
<S> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS
DATA:
Revenue................ $77,990 $96,127 $108,685 $137,665 $180,244 $86,348 $98,715
Operating income....... 9,168 10,670 10,617 10,712 11,945 5,405 3,569
Net income............. $ 5,744 $ 6,342 $ 6,358 $ 6,449 $ 6,645 $ 2,657 $ 1,374
BALANCE SHEET DATA (AT
END OF PERIOD):
Working capital........ $13,024 $13,549 $ 17,193 $ 20,628 $ 24,768 $22,907 $17,135
Total assets........... 41,139 45,058 55,900 68,643 93,892 99,509 130,854
Long-term debt, less
current maturities.... 1,562 735 1,189 993 1,636 1,052 5,737
OTHER OPERATING DATA:
Number of offices (at
end of period)........ 16 18 20 25 28 27 30
Average number of
consultants during the
period................ 94 108 119 137 159 154 185
</TABLE>

SUMMARY FINANCIAL DATA

HSI

<TABLE>
<CAPTION>
SIX MONTHS
YEAR ENDED DECEMBER 31, ENDED JUNE 30,
--------------------------------------- ---------------
1993 1994 1995 1996 1997 1997 1998
------- ------- ------- ------- ------- ------- -------
(IN THOUSANDS, EXCEPT OTHER OPERATING DATA)
<S> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS
DATA:
Revenue................ $30,513 $39,634 $52,815 $64,558 $82,732 $36,074 $59,455
Operating income
(loss)................ 2,840 5,123 3,302 3,438 3,037 2,108 1,092
Net income (loss)...... $ 1,606 $ 2,649 $ 1,800 $ 2,141 $ 1,711 $ 1,307 $(2,583)
BALANCE SHEET DATA (AT
END OF PERIOD):
Working capital........ $ 4,478 $ 7,908 $ 7,777 $ 9,345 $(2,114) $10,201 $(2,957)
Total assets........... 15,273 21,998 25,756 32,851 59,947 35,514 64,604
Long-term debt, less
current maturities.... 59 -- -- 267 368 129 129
OTHER OPERATING DATA:
Number of offices (at
end of period)........ 10 12 13 16 23 19 24
Average number of
consultants during the
period................ 51 55 59 71 95 87 119
</TABLE>

12
<PAGE>

VOTE BY WRITTEN CONSENT

INFORMATION CONCERNING HSI

INFORMATION CONCERNING H&S INC.

H&S Inc. was incorporated in Delaware on October 8, 1956 as successor to a
partnership formed in 1953. H&S Inc. conducts executive searches in North
America, Latin America and Asia. H&S Inc. has one class of Common Stock which
is owned by employees of H&S Inc. H&S Inc.'s principal place of business is
233 South Wacker Drive, Suite 4200, Chicago, Illinois 60606-6303, and its
telephone number is (312) 496-1200.

THE RECAPITALIZATIONS

The HSI Recapitalization will give effect to a to one stock split of
the Class A Common Stock and a to one split of the Class B Common Stock.
As a result of the HSI Recapitalization, each holder of shares of Class A
Common Stock will thus receive shares of Class A Common Stock and each
holder of shares of Class B Common Stock will receive shares of Class B
Common Stock. The H&S Inc. Recapitalization will give effect to a to one
stock split of the H&S Inc. Common Stock. As a result of the H&S Inc.
Recapitalization, each holder of shares of H&S Inc. Common Stock will thus
receive shares of H&S Inc. Common Stock. The prior completion of the
Recapitalization is a condition to the effectiveness of the Merger.

RECOMMENDATION OF THE BOARD OF DIRECTORS OF HSI

The HSI Board has determined that it is advisable and in the best interests
of HSI that the HSI Recapitalization take place. The HSI Board recommends that
the stockholders of HSI approve the HSI Recapitalization including the
amendments to the Certificate of Incorporation of HSI required thereby.

RECOMMENDATION OF THE BOARD OF DIRECTORS OF H&S INC.

The H&S Inc. Board has determined that it is advisable and in the best
interests of H&S Inc. that the H&S Inc. Recapitalization take place. The H&S
Inc. Board recommends that the stockholders of H&S Inc. approve the H&S Inc.
Recapitalization including the amendments to the Certificate of Incorporation
of H&S Inc. required thereby.

THE MERGER

BACKGROUND OF THE MERGER

13
<PAGE>

that time, HSI has conducted primarily European-based operations, while H&S
Inc. has conducted all other operations. HSI has filed with the Commission on
July 24, 1998 a Registration Statement on Form S-1 under the Securities Act
relating to the Offering. H&S Inc. and HSI plan to effect the
Recapitalizations and to consummate the Merger prior to the completion of the
Offering in order to reunite the two companies in a single corporate
structure.

REASONS FOR THE MERGER

The merger of H&S Inc. with and into HSI, is intended to combine the
existing separate companies into one legal entity in contemplation of the
Offering. HSI and H&S Inc. have operated together closely, and now the HSI
Board and the H&S Inc. Board (together the "Boards") believe that it is in the
interests of the companies and their stockholders to combine them into one
legal entity.

The HSI Board and the H&S Inc. Board each believe that the completion of the
Merger and the Offering represents an opportunity for both companies, in
accordance with their respective strategic business plans, to expand their
presence in the global executive search market.

RECOMMENDATION OF THE BOARD OF DIRECTORS OF HSI

The HSI Board has determined that it is advisable and in the best interests
of HSI that H&S Inc. be merged with and into HSI with HSI as the surviving
corporation, in accordance with the Merger Agreement. The HSI Board recommends
that the stockholders of HSI approve the Merger and adopt the Merger Agreement
including the amendment of HSI's Certificate of Incorporation to read in its
entirety as Annex I to the Merger Agreement.

RECOMMENDATION OF THE BOARD OF DIRECTORS OF H&S INC.

The H&S Inc. Board has determined that it is advisable and in the best
interests of H&S Inc. that H&S Inc. be merged with and into HSI with HSI as
the surviving corporation, in accordance with the Merger Agreement. The H&S
Inc. Board recommends that the stockholders of H&S Inc. approve the Merger and
adopt the Merger Agreement including the amendment of HSI's Certificate of
Incorporation to read in its entirety as Annex I to the Merger Agreement.

PROPOSED MERGER

Merger Agreement--Principal Provisions

A copy of the Merger Agreement is annexed as Exhibit B to this Joint Consent
Statement/Prospectus and is incorporated herein by reference. The description
of the provisions of the Merger Agreement that follows is necessarily
incomplete; reference is made to the Merger Agreement itself for a complete
description of each matter and of all of the terms and conditions of the
Merger.

Pursuant to the Merger Agreement, H&S Inc. will merge with and into HSI with
Heidrick & Struggles International, Inc. being the surviving corporation of
the Merger. At the Effective Time, the Company's Certificate of Incorporation
will be amended to read in its entirety as Annex I to the Merger Agreement. In
addition, at the Effective Time, the separate corporate existence of H&S Inc.
shall cease and HSI shall be the surviving corporation. At the Effective Time,
each share of H&S Inc. Common Stock will be converted into shares of
Company Common Stock, as provided in the Merger Agreement. Any fractional
shares will be cancelled, and the holders thereof will receive cash for their
fractional interests.

Currently the authorized number of shares of HSI is 300,000 shares, of which
(i) 150,000 are Class A Common Stock, of which shares are currently
issued and outstanding; and (ii) 150,000 shares are

14
<PAGE>

Class B Common Stock, of which shares are currently issued and
outstanding. At the Effective Time, each issued and outstanding share of Class
A Common Stock will be converted into shares of Company Common Stock, and
each share of Class B Common Stock will cease to be outstanding and shall be
cancelled and retired and no consideration shall be delivered in exchange
therefor.

Currently, the authorized number of shares of H&S Inc. Common Stock is
500,000, of which shares are currently issued and outstanding. At the
Effective Time, each share of H&S Inc. Common Stock that is issued and
outstanding immediately prior to the Effective Time will be automatically
converted into shares of Company Common Stock. All shares of H&S Inc.
Common Stock shall cease to be outstanding and shall be cancelled and
returned. Each holder of H&S Inc. Common Stock shall cease to have any rights
with respect to and shares of H&S Inc. Common Stock, except the right to
receive the applicable number of shares of Company Common Stock.

The closing of the Merger shall take place on the second business day after
which the last to be fulfilled or waived of all the conditions precedent to
the Merger (other than these conditions that can only be fulfilled at the
closing) shall be fulfilled or waived or at such other time as the parties may
agree.

Other Provisions of the Merger Agreement

In the Merger Agreement, H&S Inc. has represented and warranted that it is a
duly organized and validly existing corporation in good standing and that any
other corporation or other organization of which H&S Inc. holds at least a
majority of the securities or other interests is duly organized, validly
existing and in good standing; that it has requisite power and authority to
enter into the Merger Agreement and consummate the transactions contemplated
thereby; that the execution of the Merger Agreement does not contravene its
Certificate of Incorporation or Bylaws or any other agreement; and that the
H&S Board has approved the Merger and recommended that the stockholders of H&S
Inc. adopt the Merger Agreement.

HSI has represented and warranted in the Merger Agreement that it is a duly
organized and validly existing corporation with requisite power and authority
to enter into the Merger Agreement and consummate the transactions
contemplated thereby; that the execution of the Merger Agreement does not
contravene its Certificate of Incorporation or Bylaws or any other agreement;
and that the HSI Board has approved the Merger and recommended that the
stockholders of HSI adopt the Merger Agreement.

Both H&S Inc. and HSI have agreed in the Merger Agreement to use their best
efforts to cause the Merger to qualify as a reorganization under the
provisions of Section 368 of the Code. Both parties have also agreed to do all
things necessary to consummate the Merger under applicable laws and
regulations including making the appropriate filings pursuant to the HSR Act.

CONDITIONS TO THE MERGER

The obligations of HSI and H&S Inc. to effect the Merger are subject to
various conditions, including, without limitation, the completion of the
Recapitalizations, obtaining the requisite stockholder approval, the
termination of the expiration of the waiting period, if any, under the HSR
Act, the receipt of an opinion from Kramer, Levin, Naftalis & Frankel that the
Merger will qualify as a tax-free reorganization within the meaning of Section
368 of the Code and the regulations promulgated thereunder and the absence of
any injunction or other legal restraint or prohibition preventing the
consummation of the Merger.

AMENDMENT OR WAIVER OF MERGER AGREEMENT

At any time prior to the Effective Time, either party may, by action taken
by their respective Boards of Directors, to the extent permitted by the DGCL
amend or modify any provision or add provisions to the Merger Agreement, waive
any inaccuracies in the representations and warranties contained therein or in
any document

15
<PAGE>

delivered pursuant to the Agreement and waive compliance with any of the
agreements or conditions contained therein.

ACCOUNTING TREATMENT OF THE TRANSACTION

The Merger will be accounted for as a reverse acquisition, as the
stockholders of H&S Inc. will own a majority of the outstanding shares of the
Company Common Stock upon completion of the transaction. Accordingly, for
accounting purposes, HSI is treated as the acquired company and H&S Inc. is
considered to be the acquiring company.

AMENDMENT OF HSI'S CERTIFICATE OF INCORPORATION

REGULATORY APPROVALS

Under the HSR Act and the rules promulgated thereunder by the FTC, the
Merger may not be consummated until notifications have been given and certain
information has been furnished to the FTC and the Antitrust Division and the
applicable waiting period has expired or been terminated. On , 1998, HSI
and H&S Inc. filed Notification and Report Forms under the HSR Act with the
FTC and the Antitrust Division. [On , 1998, the FTC and the Antitrust
Division granted early termination of the waiting period under the HSR Act
with respect to the Merger effective immediately.]

RIGHTS OF DISSENTING STOCKHOLDERS

Record holders of shares of Class A Common Stock, Class B Common Stock and
H&S Inc. Common Stock who follow the appropriate procedures are entitled to
appraisal rights under Section 262 of the DGCL in connection with the Merger.
The following discussion is not a complete statement of the law pertaining to
appraisal rights under the DGCL and is qualified in its entirety by the full
text of Section 262 which is reprinted in its entirety as Annex B to this
Joint Consent Statement/Prospectus. Except as set forth herein, the
stockholders of HSI and H&S Inc. will not be entitled to appraisal rights in
connection with the Merger.

Under the DGCL, record holders of shares of Class A Common Stock, Class B
Common Stock and H&S Inc. Common Stock who follow the procedures set forth in
Section 262 and who have not voted in favor of the Merger will be entitled to
have their shares of Class A Common Stock, Class B Common Stock or H&S Inc.
Common Stock, as the case may be, (such shares "Dissenting Shares") appraised
by the Delaware Court of Chancery and to receive payment of the "fair value"
of such shares, exclusive of any element of value arising from the
accomplishment or expectation of the Merger, together with a fair rate of
interest, as determined by such court.

Under Section 262, where a merger is to be approved by written consent, each
company must, either before the effective date of the merger or within ten
days thereafter, notify each stockholder that such appraisal rights
are available and include in each such notice a copy of Section 262. Such
notice may, and, if given on or after the effective date of the merger, shall
also notify such stockholders of the effective date of the merger. Any
stockholder entitled to appraisal rights may, within 20 days after the date of
mailing such notice, demand in writing from the surviving corporation, the
appraisal of such holder's shares. If such notice did not notify stockholders
of the effective date of the merger, each company shall send a second notice
before the effective

16
<PAGE>

date of the merger notifying each stockholder who is entitled to appraisal
rights of the effective date or the surviving corporation shall send such
second notice to the stockholders on or within 10 days after such effective
date; provided, however, that if such second notice is sent more than 20 days
following the sending of the first notice, such second notice need only be
sent to each stockholder who is entitled to appraisal rights and who has
demanded appraisal of such holder's shares. This Joint Consent
Statement/Prospectus constitutes such notice. Any such stockholder who wishes
to exercise appraisal rights should review the following discussion and Annex
carefully because failure to timely and properly comply with the procedures
specified in Section 262 will result in the loss of appraisal rights under the
DGCL.

A holder of shares of Class A Common Stock, Class B Common Stock or H&S Inc.
Common Stock wishing to exercise appraisal rights must deliver to the
respective Company, before , written demand for appraisal of such holder's
shares of Class A Common Stock, Class B Common Stock or H&S Inc. Common Stock,
as the case may be. In addition, a holder of shares of Class A Common Stock,
Class B Common Stock or H&S Inc. Common Stock wishing to exercise appraisal
rights must hold of record such shares on the date the written demand for
appraisal is made and must continue to hold such shares through the Effective
Time.

Only a holder of record of shares of Class A Common Stock, Class B Common
Stock or H&S Inc. Common Stock is entitled to assert appraisal rights for the
shares registered in that holder's name. A demand for appraisal should be
executed by or on behalf of the holder of record fully and correctly, as the
holder's name appears on the stock certificates.

If the shares of Class A Common Stock, Class B Common Stock or H&S Inc.
Common Stock are owned of record in a fiduciary capacity, such as by a
trustee, guardian or custodian, execution of the demand should be made in that
capacity, and if these shares are owned of record by more than one person, as
in a joint tenancy or tenancy in common, the demand should be executed by or
on behalf of all joint owners. An authorized agent, including one or more
joint owners, may execute a demand for appraisal on behalf of a holder of
record; however, the agent must identify the record owner or owners and
expressly disclose the fact that, in executing the demand, the agent is agent
for such owner or owners. A record holder such as a broker who holds shares of
Class A Common Stock, Class B Common Stock or H&S Inc. Common Stock as nominee
for several beneficial owners may exercise appraisal rights with respect to
the shares held, for one or more beneficial owners, while not exercising such
rights with respect to the shares held for other beneficial owners; in such
case, the written demand should set forth the number of shares as to which
appraisal is sought and where no number of shares is expressly mentioned the
demand will be presumed to cover all shares held in the name of the record
owner. Holders of shares of Class A Common Stock, Class B Common Stock or H&S
Inc. Common Stock who hold their shares in brokerage accounts or other nominee
forms and who wish to exercise appraisal rights are urged to consult with
their brokers to determine the appropriate procedures for the making of a
demand for appraisal by such nominee. All written demands for appraisal of
shares of Class A Common Stock, Class B Common Stock should be mailed or
delivered to Richard D. Nelson, Secretary, Heidrick & Struggles International,
Inc., 233 South Wacker Drive-Suite 4200, Chicago, Illinois 60606-6303 so as to
be received before . All written demands for appraisal of shares of H&S
Inc. Common Stock should be mailed or delivered to Richard D. Nelson,
Secretary, Heidrick & Struggles, Inc., 233 South Wacker Drive-Suite 4200,
Chicago, Illinois 60606-6303 so as to be received before .

Within 120 days after the Effective Time, but not thereafter, the Company,
or any holder of shares of Class A Common Stock, Class B Common Stock or H&S
Inc. Common Stock entitled to appraisal rights under Section 262 and who has
complied with the foregoing procedures, may file a petition in the Delaware
Court of Chancery demanding a determination of the fair value of such shares.
The Company is not under any obligation, and has no present intention, to file
a petition with respect to the appraisal of the fair value of the shares of
Class A Common Stock, Class B Common Stock or H&S Inc. Common Stock.
Accordingly, it is the obligation of the stockholders to initiate all
necessary action to perfect their appraisal rights within the time prescribed
in Section 262.

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Within 120 days after the Effective Time, any record holder of shares of
Class A Common Stock, Class B Common Stock or H&S Inc. Common Stock who has
complied with the requirements for exercise of appraisal rights will be
entitled, upon written request, to receive from the Company a statement
setting forth the aggregate number of shares of Class A Common Stock, Class B
Common Stock or H&S Inc. Common Stock with respect to which demands for
appraisal have been received and the aggregate number of holders of such
shares. Such statements must be mailed within 10 days after a written request
therefor has been received by the Company.

If a petition for an appraisal is timely filed, after a hearing on such
petition, the Delaware Court of Chancery will determine the holders of shares
of Class A Common Stock, Class B Common Stock or H&S Inc. Common Stock
entitled to appraisal rights and will appraise the "fair value" of the shares
of Class A Common Stock, Class B Common Stock or H&S Inc. Common Stock, as the
case may be, exclusive of any element of value arising from the accomplishment
or expectation of the Merger, together with a fair rate of interest, if any,
to be paid upon the amount determined to be the fair value. Holders
considering seeking appraisal should be aware that the fair value of their
shares of Class A Common Stock, Class B Common Stock or H&S Inc. Common Stock
as determined under Section 262 could be more than, the same as or less than
the value of the consideration that they would otherwise receive in the Merger
if they did not seek appraisal of their shares of Class A Common Stock, Class
B Common Stock or H&S Inc. Common Stock, respectively. The Delaware Supreme
Court has stated that "proof of value by any techniques or methods which are
generally considered acceptable in the financial community and otherwise
admissible in court" should be considered in the appraisal proceedings. More
specifically, the Delaware Supreme Court has stated that: "Fair value, in an
appraisal context, measures 'that which has been taken from the shareholder,
viz., his proportionate interest in a going concern.' In the appraisal process
the corporation is valued 'as an entity,' not merely as a collection of assets
or by the sum of the market price of each share of its stock. Moreover, the
corporation must be viewed as an on-going enterprise, occupying a particular
market position in the light of future prospects." In addition, Delaware
courts have decided that the statutory appraisal remedy, depending on factual
circumstances, may or may not be a stockholder's exclusive remedy. The Court
will also determine the amount of interest, if any, to be paid upon the
amounts to be received by persons whose shares of Class A Common Stock, Class
B Common Stock or H&S Inc. Common Stock have been appraised. The costs of the
action may be determined by the Court and taxed upon the parties as the Court
deems equitable. The Court may also order that all or a portion of the
expenses incurred by any holder of shares of Class A Common Stock, Class B
Common Stock or H&S Inc. Common Stock in connection with an appraisal,
including, without limitation, reasonable attorneys' fees and the fees and
expenses of experts utilized in the appraisal proceeding, be charged pro rata
against the value of all of the shares of Class A Common Stock, Class B Common
Stock or H&S Inc. Common Stock entitled to appraisal.

Any holder of shares of Class A Common Stock, Class B Common Stock or H&S
Inc. Common Stock who has duly demanded an appraisal in compliance with
Section 262 will not, after the Effective Time, be entitled to vote the shares
of Class A Common Stock, Class B Common Stock or H&S Inc. Common Stock,
respectively, subject to such demand for any purpose or be entitled to the
payment of dividends or other distributions on those shares (except dividends
or other distributions payable to holders of record of shares of Class A
Common Stock, Class B Common Stock or H&S Inc. Common Stock as of a date prior
to the Effective Time).

If any holder of shares of Class A Common Stock, Class B Common Stock or H&S
Inc. Common Stock who demands appraisal of shares under Section 262 fails to
perfect, or effectively withdraws or loses, the right to appraisal, as
provided in the DGCL, the shares of Class A Common Stock, Class B Common Stock
or H&S Inc. Common Stock, respectively, of such holder will be converted in
accordance with the Merger Agreement, as more fully described under "The
Merger." A holder of shares of Class A Common Stock, Class B Common Stock or
H&S Inc. Common Stock will fail to perfect, or will effectively lose, the
right to appraisal if no petition for appraisal is filed within 120 days after
the Effective Time. A holder may withdraw a demand for appraisal by delivering
to the Company a written withdrawal of the demand for appraisal and acceptance
of the Merger, except that any such attempt to withdraw made more than 60 days
after the Effective Time will require the written approval of the Company.

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FAILURE TO FOLLOW THE STEPS REQUIRED BY SECTION 262 OF THE DGCL FOR
PERFECTING APPRAISAL RIGHTS MAY RESULT IN THE LOSS OF SUCH RIGHTS.

The foregoing is a summary of certain of the provisions of Section 262 of the
DGCL and is qualified in its entirety by reference to the full text of such
Section, a copy of which is attached hereto as Annex B.

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RISK FACTORS

Stockholders of HSI and H&S Inc. should consider the specific factors set
forth below as well as the other information set forth in this Prospectus.
This Joint Consent Statement/Prospectus contains forward-looking statements.
Such statements are indicated by words or phrases such as "anticipates,"
"estimates," "projects," "management believes," "the Company believes,"
"intends," "expects" and similar words and phrases. Such forward-looking
statements are subject to certain risks, uncertainties or assumptions and may
be affected by certain other factors, including the specific factors set forth
below. Should one or more of these risks, uncertainties or other factors
materialize, or should underlying assumptions prove incorrect, actual results,
performance or achievements of the Company may vary materially from any future
results, performance or achievements expressed or implied by such forward-
looking statements. All written and oral forward-looking statements
attributable to the Company or persons acting on its behalf are expressly
qualified in their entirety by the cautionary statements in this paragraph.

DEPENDENCE ON ATTRACTING AND RETAINING QUALIFIED CONSULTANTS

H&S's success depends upon its ability to attract and retain consultants who
possess the skills and experience necessary to fulfill its clients' executive
search needs. Competition for qualified consultants is intense. H&S generally
does not require its consultants to sign noncompetition agreements, and many
other executive search firms have experienced high consultant turnover rates.
H&S believes it has been able to attract and retain highly qualified,
effective consultants as a result of its premium reputation, its unique team-
oriented culture and its performance-based compensation system. Consultants
have the potential to earn substantial bonuses based on the amount of revenue
generated by obtaining executive search assignments and executing search
assignments and by assisting other consultants to obtain or complete executive
search assignments. Bonuses represent a significant proportion of consultants'
total compensation. Any diminution of its reputation, reduction in H&S's
compensation levels or restructuring of H&S's compensation system could impair
H&S's ability to retain existing or attract additional qualified consultants.
In connection with the Offering, the Company has established new equity-based
compensation plans which were not previously a part of its compensation
structure. There can be no assurance that these plans will be as successful in
attracting and retaining consultants as were the Company's prior practices. In
addition, there can be no assurance that H&S will be successful in identifying
and hiring consultants with the requisite experience, skills and established
client relationships. Any such inability to attract and retain qualified
consultants could have a material adverse effect on H&S's business, results of
operations and financial condition. See "--Portable Client Relationships" and
"The Company--Key Competitive Strengths."

PORTABLE CLIENT RELATIONSHIPS

H&S's success depends upon the ability of its consultants to develop and
maintain strong, long-term relationships with its clients. Usually, one or two
consultants have primary responsibility for a client relationship. When a
consultant leaves one executive search firm and joins another, clients that
have established relationships with the departing consultant may move their
business to the consultant's new employer. The loss of one or more clients is
more likely to occur if the departing consultant enjoys widespread name
recognition or has developed a reputation as a specialist in executing
searches in a specific industry or management function. Although client
portability historically has not caused significant problems for H&S, the
failure to retain its most effective consultants or maintain the quality of
service to which its clients are accustomed, and the ability of a departing
consultant to move business to his or her new employer, could have a material
adverse effect on H&S's business, results of operations and financial
condition. See "--Dependence on Attracting and Retaining Qualified
Consultants," "The Company--Services" and "The Company--Clients and
Marketing."

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MAINTENANCE OF PROFESSIONAL REPUTATION AND BRAND NAME

The Company's ability to secure new engagements and hire qualified
professionals is highly dependent upon the Company's overall reputation and
brand name recognition as well as the individual reputations of its
professionals. Because the Company obtains a majority of its new engagements
from existing clients, or from referrals by those clients, the dissatisfaction
of any such client could have a disproportionate, adverse impact on the
Company's ability to secure new engagements. Any factor that diminishes the
reputation of the Company or any of its personnel, including poor performance,
could make it substantially more difficult for the Company to compete
successfully for both new engagements and qualified consultants, and could
have an adverse effect on the Company's business, results of operations and
financial condition. See "The Company--Clients and Marketing."

NONRECURRING AND OTHER CHARGES

During the third quarter ending September 30, 1998, the Company will incur
certain nonrecurring charges net of income taxes, totaling $ million. These
charges arise in connection with (i) the modification of the terms of the
Mulder acquisition agreement and (ii) the early settlement of certain profit
sharing arrangements in connection with the acquisition of certain Latin
American offices.

The Company has agreed to modify the terms of the Mulder agreement,
resulting in a nonrecurring charge expected to total $ million, net of
income taxes. This charge represents the prepayment of the purchase price of
$ million and, due to the modification of the Mulder agreement which
included the termination of all employment contingencies, will be recorded as
compensation expense. This nonrecurring charge represents the write-off of
$5.9 million of deferred compensation assets and a cash payment of $5.4
million and the issuance of 27,080 shares of common stock ($ based on
assumed initial public offering price of $ per share) to the previous
owners of Mulder. See Note 2 of "Heidrick & Struggles International, Inc. and
Subsidiaries--Notes to Consolidated Financial Statements."

On September 1, 1996, the Company acquired certain Latin American offices
for a purchase price of $609,000. The acquisition agreement called for the
sellers, who joined the Company as consultants, to receive, in addition to
salary and bonus, approximately 60% of future pre-tax profit from certain
operations net of certain corporate overhead. The Company intends to adjust
these consultants' compensation to be consistent with the consultant
compensation paid by the Company to all other consultants and in exchange for
a payment of $2.5 million, to allocate all future profits to the Company, but
any such adjustment is subject to the agreement to the terms of the settlement
by such consultants. This payment will be recorded as compensation expense in
the third quarter of 1998.

RESTRICTIONS IMPOSED BY BLOCKING ARRANGEMENTS

Either by agreement with clients or for marketing or client relationship
purposes, executive search firms frequently refrain, for a specified period of
time, from recruiting certain employees of a client, and possibly other
entities affiliated with such client, when conducting executive searches on
behalf of other clients (a "blocking" arrangement). Blocking arrangements
generally remain in effect for one or two years following completion of an
assignment. However, the duration and scope of the blocking arrangement or
"off limits" period, including whether it covers all operations of a client
and its affiliates or only certain divisions of a client, generally depends on
such factors as the length of the client relationship, the frequency with
which the executive search firm has been engaged to perform executive searches
for the client and the number of assignments the executive search firm has
generated or expects to generate from the client. Some of H&S's clients are
recognized as industry leaders and/or employ a significant number of qualified
executives who are potential candidates for other companies in that client's
industry. Blocking arrangements with such a client or awareness by a client's
competitors of such an arrangement may make it difficult for H&S to obtain
executive search assignments from, or to fulfill executive search assignments
for, competitors while employees of that client may not be solicited. As H&S's
client base grows, particularly in its targeted business sectors, blocking
arrangements increasingly may impede H&S's growth or its ability to attract
and serve new clients, which could have an adverse effect on H&S's business,
results of operations and financial condition. See "The Company--Clients and
Marketing."

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COMPETITION

The global executive search industry is extremely competitive and highly
fragmented. H&S competes primarily with other large global executive search
firms and with smaller boutique or specialty firms that focus on regional or
functional markets or on particular industries. Some of H&S's competitors
possess greater resources, greater name recognition and longer operating
histories than H&S in particular markets, which may afford these firms
significant advantages in obtaining future clients and attracting qualified
professionals in those markets. There are limited barriers to entry into the
executive search industry and new executive search firms continue to enter the
market. Many executive search firms have a smaller client base than H&S and
therefore may be subject to fewer blocking arrangements than H&S. See "--
Restrictions Imposed by Blocking Arrangements." There can be no assurance that
H&S will be able to continue to compete effectively with existing or potential
competitors or that significant clients or prospective clients of H&S will not
decide to perform executive search services using in-house personnel. See "The
Company--Competition."

IMPLEMENTATION OF ACQUISITION STRATEGY

H&S's ability to grow and remain competitive may depend on its ability to
consummate strategic acquisitions of other executive search firms. Although
H&S evaluates possible acquisitions on an ongoing basis, there can be no
assurance that H&S will be successful in identifying, competing for, financing
and completing such acquisitions. An acquired business may not achieve desired
levels of revenue, profitability or productivity or otherwise perform as
expected. Client satisfaction or performance problems at a single acquired
firm could have a material adverse effect on the Company. In addition, growth
through acquisition of existing firms involves risks such as diversion of
management's attention, difficulties in the integration of operations,
difficulties in retaining personnel, increased blocking conflicts or
liabilities not known at the time of acquisition, possibly including adverse
tax and accounting impacts (such as the effects on earnings resulting from
increased goodwill). Some or all of such factors could have material adverse
effects on H&S's business, results of operations and financial condition. The
Company may finance any future acquisitions in whole or in part with Common
Stock (which could result in dilution to purchasers of Common Stock offered
hereby), indebtedness, or cash. The Company's ability to finance acquisitions
using Common Stock may be dependent upon the market price of the Common Stock,
and a drop in the market price of the Common Stock may have the effect of
precluding it from accomplishing certain desirable acquisitions. See "The
Company--Key Competitive Strengths."

ABILITY TO ACHIEVE AND MANAGE GROWTH

The Company has experienced and may continue to experience significant
growth in its revenue and employee base. The Company's growth has placed, and
may in the future continue to place, a significant strain on its
administrative, operational and financial resources. The Company anticipates
that, if successful in expanding its business, the Company will be required to
recruit and hire additional consultants and certain new administrative and
other personnel to support its operations. Failure to attract and retain such
additional personnel could have a material adverse effect on the Company and
its growth. Because newly-hired consultants require a large initial investment
in signing bonuses, guaranteed bonuses and salaries and benefits for
associated support staff and do not tend to immediately provide
proportionately higher revenues, the Company's average revenue per consultant
and overall profitability may be negatively impacted by such new hires in the
short term. In addition, the initial costs of recruiting such professionals
may not be offset by increased revenues. Moreover, the Company may open
offices in new geographic locations, which would entail certain start-up and
maintenance costs that could be substantial. To manage its growth
successfully, the Company will also have to continue to improve and upgrade
its financial, accounting and information systems, controls and infrastructure
as well as hire, train and manage additional employees. In the event the
Company is unable to upgrade its financial controls and accounting and
reporting systems adequately to support its anticipated growth, the Company's
business, results of operations and financial condition could be materially
adversely affected.

RELIANCE ON INFORMATION MANAGEMENT SYSTEMS

H&S's success depends in large part upon its ability to store, retrieve,
process and manage substantial amounts of information. To achieve its
operational goals and to remain competitive, H&S believes that it must
continue to improve and upgrade its information management systems, which will
require the licensing of third

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party software or the development, either internally or through engagement of
third parties, of new proprietary software and systems. See "Use of Proceeds."
Any failure in the implementation of IGIS, the Company's strategic technology
initiative, including H&S's inability to license, design, develop, implement
and utilize, in a cost-effective manner, improved information systems that
provide the capabilities necessary for H&S to compete effectively, or any
interruption or loss of H&S's information processing capabilities, for any
reason, could have a material adverse effect on H&S's business, results of
operations and financial condition. See "The Company--Assignment Research and
Information Management."

EXECUTIVE SEARCH LIABILITY RISK

Executive search firms are exposed to potential claims with respect to the
executive search process. A client could assert a claim for such matters as
breach of a blocking arrangement or confidentiality agreement or for
presenting a candidate who proves to be unsuitable for the position filled. In
addition, a candidate could assert an action against H&S for failure to
maintain the confidentiality of the candidate's employment search or for
alleged discrimination or other violations of employment law by H&S or a
client of H&S. The Company maintains professional liability insurance in such
amounts and with such coverages and deductibles as management believes are
adequate. There can be no assurance, however, that the Company's insurance
will cover all such claims or that its insurance coverage will continue to be
available at economically feasible rates. See "Business--Insurance."

VOTING CONTROL BY CURRENT STOCKHOLDERS

Immediately following the completion of the Offering, the current
stockholders of H&S, all of whom are currently senior employees of the
Company, will be the beneficial owners of shares of Common Stock, not
including any shares that the current stockholders may purchase in the
Offering, representing approximately % of the then issued and outstanding
Common Stock. Immediately after the Offering, such stockholders will continue
to have sufficient voting power to elect the entire Board of Directors of H&S
and, in general, to determine (without the consent of H&S's other
stockholders) the outcome of any corporate transaction or other matter
submitted to the stockholders for approval, including mergers, consolidations
and the sale of all or substantially all of H&S's assets, and also the power
to prevent or cause a change in control of H&S.

SOCIAL, POLITICAL AND ECONOMIC RISKS AFFECTING MULTINATIONAL OPERATIONS

For 1997 and 1996, 40.6% and 38.4%, respectively, of the Company's revenues
were generated from outside the United States. H&S offers its services in 28
countries from 54 offices around the world. The Company is exposed to the risk
of changes in social, political and economic conditions inherent in foreign
operations such as the recent economic developments in Asia and Latin America.
In particular, the Company conducts business in various countries where the
systems and bodies of commercial law and trade practices arising thereunder
are evolving. Commercial laws in such countries are often vague, arbitrary,
contradictory, inconsistently administered and retroactively applied. Under
such circumstances, it is difficult for the Company to determine with
certainty at all times the exact requirements of such local laws. Failure of
the Company to remain in compliance with local laws could have a material
adverse impact on H&S's prospects, business, results of operations and
financial condition. In addition, the global nature of the Company's
operations poses various challenges to the Company's management and its
financial, accounting and other systems which, if not satisfactorily met,
could have a material adverse impact on the Company's business, results of
operations and financial condition. See "Management's Discussion and Analysis
of Financial Condition and Results of Operations."

ANTITAKEOVER PROVISIONS

Certain provisions of the Company's Restated Certificate of Incorporation
(the "Certificate of Incorporation") and Bylaws (the "Bylaws") and Delaware
laws may make the acquisition of control of the Company in a transaction not
approved by the Company's Board of Directors more difficult or expensive. For
example, the Delaware takeover statute limiting transactions with "interested
stockholders" applies to the Company and the Company's Certificate of
Incorporation and Bylaws provide for a classified board of directors,

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limitations on the removal of directors, limitations of stockholder action and
advance notification procedures. In addition, the Company's Board of Directors
may issue series of preferred stock with such voting rights and other powers
as the Board of Directors may determine. These provisions could discourage an
acquisition attempt or other transactions in which stockholders might receive
a premium over the then current market price for the Common Stock. See
"Comparison of Stockholder Rights--The Delaware General Corporation Law."

MANAGEMENT DISCRETION CONCERNING USE OF PROCEEDS

Most of the net proceeds of the Offering have not been designated for
specific uses, and management will have substantial discretion in using the
proceeds of the Offering. The failure of management to apply the proceeds
effectively could have a material adverse effect on the Company's business,
financial condition and results of operations.

NO PRIOR MARKET FOR COMMON STOCK; POSSIBLE VOLATILITY OF STOCK PRICE

Prior to the Offering, there has been no public market for the Common Stock,
and there can be no assurance that an active market will develop or be
sustained after the completion of the Offering. Consequently, the initial
public offering price of the Common Stock was determined by negotiations among
H&S and the Underwriters. See "Underwriting" for a description of the factors
considered in determining the initial public offering price.

The market price of the Common Stock may be significantly affected by, and
could be subject to significant fluctuations in response to, such factors as
H&S's operating results, changes in any earnings estimates publicly announced
by H&S or by securities analysts, announcements of significant business
developments by H&S or its competitors, other developments affecting H&S, its
clients, or its competitors, and various factors affecting the executive
search industry, the financial markets or the economy in general, some of
which may be unrelated to H&S's performance. In addition, the stock market has
experienced a high level of price and volume volatility, and the market prices
for the stock of many companies, especially companies that have recently
completed initial public offerings, have experienced a high level of price and
volume volatility not necessarily related to the operating performance of such
companies. Because the number of shares of Common Stock offered hereby is
small relative to the number of publicly traded shares of many other
companies, and because all existing H&S stockholders have agreed not to sell,
contract to sell or otherwise dispose of any Common Stock currently owned by
them for two years after the Offering, the market price of the Common Stock
may be more susceptible to fluctuation.

ABSENCE OF DIVIDENDS

The Company intends to retain all of its earnings for the future operation
and expansion of its business and does not anticipate paying cash dividends on
its Common Stock at any time in the foreseeable future. See "Dividend Policy."

EUROPEAN MONETARY UNION

Commencing January 1, 1999, 11 European countries will enter the European
Monetary Union and replace their local currencies with a single currency, the
Euro. During a three-year transition period, the national currencies will
continue to circulate, but their relative values will be fixed denominations
of the Euro.

The Company recognizes that there are risks and uncertainties associated
with the conversion to the Euro including, but not limited to, an increasingly
competitive European environment resulting from greater transparency of
pricing, increased currency exchange rate risk, uncertainty as to tax
consequences and the inability to update financial reporting systems on a
timely basis.

The Company is upgrading its systems to enable them to process transactions
denominated in Euro. The upgrade will allow the Company to utilize Euro or
local currency as needed. The upgrade is scheduled to be completed January
1999. Failure to adapt information technology systems could have an adverse
effect on the Company's financial condition and results of operations. The
Company is also dependent for proper transaction clearance and reporting on
many third parties, including banks and providers of information. If any of
these systems are not appropriately upgraded to manage transactions
denominated in Euro, the Company's operations could be adversely affected.

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<PAGE>

The Company can give no assurance that the Company or third parties on whom
the Company depends will have in place in a timely manner the systems
necessary to process Euro-denominated transactions. Moreover, any disruption
of business or financial activity in European markets resulting from the
conversion to the Euro may hurt the Company's business in those markets,
resulting in lost revenues.

YEAR 2000 COMPLIANCE

The Year 2000 issue is the result of computer programs being written to use
two digits to define year dates. Computer programs running date-sensitive
software may recognize a date using "00" as the year 1900 rather than the Year
2000. This could result in systems failure or miscalculations causing
disruptions of operations. The Company utilizes information technology to
facilitate (i) its search processes communications with candidates and clients
and (ii) its financial management systems and other support systems.

The Company has formed a task force to evaluate and correct its Year 2000
issues to ensure compliance from its suppliers. The Company will replace
systems that are not Year 2000 compliant. The IGIS systems scheduled to be
deployed during the spring of 1999 will be Year 2000 compliant. The Company
currently has certification as to Year 2000 compliance from its key software
suppliers.

MCI Systemhouse has been retained as the Company's system integrator and is
conducting Year 2000 testing. The Company has a complete duplication of
hardware and software to conduct on site, realistic testing and is currently
conducting its own tests of these systems. In addition, the Company's
personnel will conduct testing during the spring of 1999 and will continue to
monitor and test the systems through the summer of 1999. The Company has also
specifically addressed its non-information technology related systems and
believes that there will be no significant operational problems relating to
the Year 2000 issue.

The Company's primary business does not depend on material relationships
with third party vendors but utilizes third party vendors for a number of
functions, including its automated payroll functions, insurance and investment
of pension funds. The Company is initiating formal communications with third
party providers to determine the extent to which these third parties are
moving toward Year 2000 compliance. The Company also utilizes third party on-
line information services and the Internet to communicate and to retrieve
information about potential candidates and clients. Failure of these third
parties to have their systems timely converted may have a material adverse
effect on the Company's operations.

The Company anticipates completing the Year 2000 project not later than the
second quarter of 1999. The Company has budgeted $500,000 to be expensed as
incurred, to address Year 2000 issues. The Company's total Year 2000 project
cost estimates include the impact of third party Year 2000 issues.

The following scenarios with respect to the Company's systems could occur:
(i) the software code may not be Year 2000 compliant, (ii) integration of
upgrades may not be complete by the Year 2000 and (iii) the integration may be
complete by the Year 2000 but not fully tested or monitored prior to the Year
2000 such that testing and monitoring will uncover problems that the Company
cannot remedy in a timely manner.

The Company believes that failure to be Year 2000 compliant will not have a
significant impact on its human resource functions. Any failure of the
financial systems to be Year 2000 compliant could hinder timely reporting of
financial data and processing of financial information as these functions
would have to be performed manually using non-networked computers. Failure of
search-related systems might force the Company to use older proprietary
systems to conduct searches and might cause sorting problems lowering
productivity. If any non-information technology system is non-compliant, the
Company will need to replace such a system.

The Company's cost and timing estimates were based on numerous assumptions
about future events, including third party modification plans and other
factors. However, there can be no guarantee that these estimates will be
achieved and actual results could differ materially from those anticipated.
Specific factors that might cause such material differences include, but are
not limited to, the availability and cost of personnel trained in this area,
the ability to locate and correct all relevant computer codes, and similar
uncertainties.

25
<PAGE>

DIVIDEND POLICY

The Company does not intend to pay any cash dividends for the foreseeable
future but instead intends to retain earnings, if any, for the future
operation and expansion of the Company's business. Any determination to pay
dividends in the future will be at the discretion of the Company's Board of
Directors and will be dependent upon the Company's results of operations,
financial condition, contractual restrictions, restrictions imposed by
applicable law and other factors deemed relevant by the Board of Directors.
The Company's revolving credit facility prohibits the Company from declaring
and paying cash dividends on the Common Stock. Future indebtedness and loan
facilities also may prohibit or restrict the ability of the Company to pay
dividends and make distributions to its stockholders.

26
<PAGE>

CAPITALIZATION

The following table sets forth (i) the capitalization of H&S Inc. at June
30, 1998 on an actual basis, (ii) the capitalization of the combined Company
on a pro forma basis to reflect, among other matters, the Merger and (iii) the
capitalization of the Company on a pro forma as adjusted basis to reflect the
foregoing matters as well as (a) receipt by the Company of the net proceeds
from the sale of shares of Common Stock offered hereby at an assumed initial
public offering price of $ per share (after deducting underwriting
discounts, commissions and estimated offering expenses) and (b) the
application of the net proceeds therefrom as described under "Use of
Proceeds." This table should be read in conjunction with the Consolidated
Financial Statements of the Company and the Notes thereto and the Unaudited
Pro Forma Condensed Consolidated Data and the Notes thereto included elsewhere
in the Prospectus.

<TABLE>
<CAPTION>
AT JUNE 30, 1998
--------------------------------
COMPANY
H&S PRO FORMA
INC. COMPANY AS
ACTUAL PRO FORMA (1) ADJUSTED
------- ------------- ----------
(IN THOUSANDS)
<S> <C> <C> <C>
Cash and cash equivalents..................... $18,509 $ 18,828 $
======= ======== ==========
Total debt(2)................................. $ 5,737 $ 5,866 $
------- -------- ----------
Mandatorily redeemable common stock(3)...... 47,739 -- --
------- -------- ----------
Stockholders' equity:
Common Stock, without par value,
shares authorized, shares issued and
outstanding shares issued and
outstanding as adjusted(4)................. -- 67,855 --
Preferred Stock............................. -- -- --
Shares authorized--None, shares as
adjusted
Shares issued and outstanding--None
Additional paid-in capital.................. -- 14,074 --
Cumulative translation adjustment........... -- (2,277) --
Unrealized gain unavailable for sale
investments................................ -- 1,365 --
Treasury stock.............................. -- (16,681) --
Retained earnings........................... -- 26,622 --
------- -------- ----------
Total stockholders' equity................ -- 90,958
------- -------- ----------
Total capitalization.................... $53,476 $ 96,824 $
======= ======== ==========
</TABLE>
- --------

(1) For a discussion of the pro forma adjustments, see "Unaudited Pro Forma
Condensed Consolidated Balance Sheet."

(2) Excludes current maturities of $5,885 for H&S Inc. and $11,182 for the
Company, pro forma. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations--Liquidity and Capital Resources."

(3) H&S Inc.'s Common Stock and HSI's Class A Common Stock are subject to
mandatory repurchase agreements which require the classification of such
Common Stock as Mandatorily Redeemable Common Stock. These agreements will
terminate upon consummation of the Offering and the Common Stock will be
reclassified as Stockholders' equity.
(4) Does not include up to shares that may be purchased by certain
employees of the Company under the GlobalShare Plan pursuant to the
Employee Share Purchase, up to shares issuable pursuant to
options, grants of restricted stock and restricted stock units that may be
granted under the GlobalShare Plan to such employees in connection with
the Employee Share Purchase and approximately shares to be issued
to other employees at completion of the Offering. Does not include
shares of Common Stock available for future issuance under the
Company's incentive plans.

27
<PAGE>

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL DATA

The following unaudited pro forma condensed consolidated financial data of
the Company give effect to (i) the Merger as described below, (ii) the
amendment of the Mulder acquisition agreement, (iii) the implementation of the
Company's stock option plan for managing partners and corporate officers, (iv)
the consolidation of the historical consolidated financial data of Mulder
prior to the acquisition of Mulder by HSI and (v) the termination of the
mandatory redemption feature of the common stock of each of H&S Inc. and HSI.
The pro forma data is presented as if the above transactions had occurred on
January 1, 1997 for the statement of operations and related data and on June
30, 1998 for balance sheet data.

The unaudited pro forma condensed consolidated statement of operations data
for the year ended December 31, 1997 reflects the results of operations of
HSI, and H&S Inc. for the year then ended and Mulder for the nine months ended
September 30, 1997. The historical results of operations of Mulder have been
included in HSI's financial statements subsequent to the date of the
acquisition.

This unaudited pro forma condensed consolidated data assume that the Merger
is effected by the exchange of shares of HSI Common Stock for each
share of H&S Inc., and that shares of HSI Common Stock are issued in
exchange for all outstanding shares of H&S Inc. upon which HSI Common Stock
becomes the Common Stock of the Company. This is a fixed exchange ratio agreed
upon by HSI and H&S Inc. The Merger will be accounted for as a reverse
acquisition, as the stockholders of H&S Inc. will own a majority of the
outstanding shares of the Common Stock of the Company upon completion of the
transaction. Accordingly, for accounting purposes, HSI is treated as the
acquired company and H&S Inc. is considered to be the acquiring company. Prior
to the Merger, H&S Inc. owned 35.5417% of all outstanding HSI Common Stock.
The acquisition by H&S Inc. of the remaining 64.4583% of HSI will be recorded
using the purchase method of accounting. The difference between the fair value
of HSI and HSI book value (the "Excess Purchase Price") will be allocated
first among identifiable tangible and intangible assets and then any residual
value will be recorded as goodwill.

The purchase price of HSI to H&S Inc. is based upon (i) the ownership in the
Company upon completion of the Merger of holders of HSI shares immediately
prior to the Merger and (ii) the fair market value of the Company after the
Merger based on the initial public offering price of the Common Stock less a
% discount. The discount was determined based upon (i) the fact that HSI and
H&S Inc.'s mandatorily redeemable stock is permanently restricted capital and
can only be sold back to the Company and (ii) there is no guarantee that the
Offering will be consummated. For purposes of this pro forma information, the
fair market value of HSI is based on an assumed initial public offering price
of $ per share. If the initial public offering price of the Company's
Common Stock used in these pro forma financial statements were assumed to
increase by $1 per share, the impact would be to increase annual intangible
and goodwill amortization and decrease net income by $ million ($ per
share).

The unaudited pro forma condensed consolidated financial data are a
presentation of historical results with accounting adjustments. The unaudited
pro forma condensed consolidated financial data do not reflect, except as
indicated in the accompanying notes, the effects of any of the anticipated
changes to be made by the Company in its operations from the historical
operations, are presented for informational purposes only and should not be
construed to indicate (i) the results of operations or the consolidated
financial position of the Company that actually would have occurred had the
transactions described above been consummated as of the dates indicated or
(ii) the results of operations or the consolidated financial position of the
Company in the future.

The following unaudited pro forma condensed consolidated financial data and
accompanying notes are qualified in their entirety by reference to, and should
be read in conjunction with, "Management's Discussion and Analysis of
Financial Condition and Results of Operations," the consolidated financial
statements and notes thereto of H&S Inc., HSI and Mulder and the other
historical consolidated financial information included elsewhere in this
Prospectus.

28
<PAGE>

SELECTED UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL DATA

<TABLE>
<CAPTION>
YEAR ENDED SIX MONTHS ENDED
DECEMBER 31, JUNE 30,
------------ ------------------
1997 1997 1998
------------ -------- --------
(IN THOUSANDS EXCEPT PER
SHARE AND SHARE DATA)
<S> <C> <C> <C>
STATEMENT OF OPERATIONS DATA(1):
Revenue...................................... $284,792 $138,164 $158,170
Operating expenses:
Salaries and employee benefits(2)(3)......... 193,637 93,169 110,097
General and administrative expenses(4)....... 71,104 34,250 39,372
-------- -------- --------
Total operating expenses................... 264,741 127,419 149,469
-------- -------- --------
Operating income............................. 20,051 10,745 8,701
-------- -------- --------
Non-operating income (expense):
Interest income.............................. 1,622 404 405
Interest expense............................. (309) (185) (118)
Other........................................ 1,159 153 (3,568)
-------- -------- --------
Total non-operating income (expense)....... 2,472 372 (3,281)
-------- -------- --------
Equity in net income of affiliate(5)......... -- -- --
-------- -------- --------
Minority interest in income of consolidated
subsidiaries................................ (26) -- --
-------- -------- --------
Income before income taxes................... 22,497 11,117 5,420
Provision for income taxes(6)................ 11,658 6,003 2,913
-------- -------- --------
Net income................................... $ 10,839 $ 5,114 $ 2,507
======== ======== ========
Basic and diluted earnings per common share.. $ $ $
======== ======== ========
Basic and diluted weighted average common
shares outstanding..........................
======== ======== ========
BALANCE SHEET DATA (AT END OF PERIOD)(7):
Working capital.............................. $ 17,216 $ 19,263 $ 8,740
Total assets................................. 176,003 159,264 216,021
Long-term debt, less current maturities...... 2,004 1,181 5,866
Total stockholders' equity................... 89,671 80,824 90,958
</TABLE>

29
<PAGE>

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, 1997
---------------------------------------------------------------------------------
HISTORICAL
------------------ PRO FORMA PRO FORMA HISTORICAL PRO FORMA PRO FORMA
HSI MULDER(1) ADJUSTMENTS HSI H&S INC. ADJUSTMENTS CONSOLIDATED
------- --------- ----------- --------- ---------- ----------- ------------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C>
Revenue................. $82,732 $21,816 $ -- $104,548 $180,244 $ -- $284,792
Operating expenses:
Salaries and employee
benefits.............. 59,139 14,610 (1,420)(2) 72,329 125,308 (4,000)(3) 193,637
General and
administrative
expenses.............. 20,556 5,557 -- 26,113 42,991 2,000 (4) 71,104
------- ------- ------- -------- -------- ------- --------
Total operating
expenses............ 79,695 20,167 (1,420) 98,442 168,299 (2,000) 264,741
------- ------- ------- -------- -------- ------- --------
Operating income....... 3,037 1,649 1,420 6,106 11,945 2,000 20,051
------- ------- ------- -------- -------- ------- --------
Non-operating income
(expense):
Interest income........ -- 36 -- 36 1,586 -- 1,622
Interest expense....... -- (159) -- (159) (150) -- (309)
Other.................. 144 529 -- 673 486 -- 1,159
------- ------- ------- -------- -------- ------- --------
Total non-operating
income (expense).... 144 406 -- 550 1,922 -- 2,472
------- ------- ------- -------- -------- ------- --------
Equity in net income of
affiliate.............. -- -- -- -- 367 (367)(5) --
------- ------- ------- -------- -------- ------- --------
Minority interest in
income of consolidated
subsidiaries........... (26) -- -- (26) -- -- (26)
------- ------- ------- -------- -------- ------- --------
Income before income
taxes.................. 3,155 2,055 1,420 6,630 14,234 1,633 22,497
Provision for income
taxes.................. 1,444 1,668 (569)(6) 2,543 7,589 1,526 (6) 11,658
------- ------- ------- -------- -------- ------- --------
Net income.............. $ 1,711 $ 387 $ 1,989 $ 4,087 $ 6,645 $ 107 $ 10,839
======= ======= ======= ======== ======== ======= ========
</TABLE>

<TABLE>
<CAPTION>
SIX MONTHS ENDED JUNE 30, 1997
---------------------------------------------------------------------------------
HISTORICAL
----------------- PRO FORMA PRO FORMA HISTORICAL PRO FORMA PRO FORMA
HSI MULDER(1) ADJUSTMENTS HSI H&S INC. ADJUSTMENTS CONSOLIDATED
------- --------- ----------- --------- ---------- ----------- ------------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C>
Revenue................. $36,074 $15,742 $-- $51,816 $86,348 $ -- $138,164
Operating expenses:
Salaries and employee
benefits.............. 24,603 10,095 -- 34,698 60,471 (2,000)(3) 93,169
General and
administrative
expenses.............. 9,363 3,415 -- 12,778 20,472 1,000 (4) 34,250
------- ------- ---- ------- ------- ------- --------
Total operating
expenses............ 33,966 13,510 -- 47,476 80,943 (1,000) 127,419
------- ------- ---- ------- ------- ------- --------
Operating income....... 2,108 2,232 -- 4,340 5,405 1,000 10,745
------- ------- ---- ------- ------- ------- --------
Non-operating income
(expense):
Interest income........ -- 25 -- 25 379 -- 404
Interest expense....... -- (131) -- (131) (54) -- (185)
Other.................. 71 (31) -- 40 113 -- 153
------- ------- ---- ------- ------- ------- --------
Total non-operating
income (expense).... 71 (137) -- (66) 438 -- 372
------- ------- ---- ------- ------- ------- --------
Equity in net income of
affiliate.............. -- (277)(5) 277 (5) --
------- ------- ---- ------- ------- ------- --------
Minority interest in
income of consolidated
subsidiaries........... -- -- -- -- -- -- --
------- ------- ---- ------- ------- ------- --------
Income before income
taxes.................. 2,179 2,095 -- 4,274 5,566 1,277 11,117
Provision for income
taxes.................. 872 1,294 (28)(6) 2,138 2,909 956 (6) 6,003
------- ------- ---- ------- ------- ------- --------
Net income.............. $ 1,307 $ 801 $ 28 $ 2,136 $ 2,657 $ 321 $ 5,114
======= ======= ==== ======= ======= ======= ========
</TABLE>

30
<PAGE>

<TABLE>
<CAPTION>
SIX MONTHS ENDED JUNE 30, 1998
-------------------------------------------
(IN THOUSANDS)
HISTORICAL
---------------- PRO
H&S PRO FORMA FORMA
HSI INC. ADJUSTMENTS COMBINED
------- ------- ----------- --------
<S> <C> <C> <C> <C>
Revenue............................ $59,455 $98,715 $ -- $158,170
Operating expenses:
Salaries and employee benefits.... 42,524 72,613 (5,040)(2)(3) 110,097
General and administrative
expenses......................... 15,839 22,533 1,000 (4) 39,372
------- ------- ------ --------
Total operating expenses........ 58,363 95,146 (4,040) 149,469
------- ------- ------ --------
Operating income.................. 1,092 3,569 4,040 8,701
------- ------- ------ --------
Non-operating Income (Expense):
Interest income................... -- 405 -- 405
Interest expense.................. -- (118) -- (118)
Other............................. (3,404) (164) -- (3,568)
------- ------- ------ --------
Total non-operating income
(expense)...................... (3,404) 123 -- (3,281)
------- ------- ------ --------
Equity in net income of affiliate.. -- (1,035) 1,035 (5) --
------- ------- ------ --------
Minority interest in income of
consolidated subsidiaries......... -- -- -- --
------- ------- ------ --------
Income before income taxes......... (2,312) 2,657 5,075 5,420
Provision for income taxes......... 271 1,283 1,359 (6) 2,913
------- ------- ------ --------
Net Income......................... $(2,583) $ 1,374 $3,716 $ 2,507
======= ======= ====== ========
</TABLE>
- --------

(1) HSI acquired 100% of Mulder on October 1, 1997, for a combination of cash
and 32,000 shares of HSI Class A Common Stock. On October 1, 1997, HSI
delivered 4,000 shares of HSI common stock and paid $8.7 million to the
partners of Mulder, and incurred $1.1 million of associated transaction
costs. An additional $5.2 million (plus interest at an annual percentage
rate of 4%) is due to the partners of Mulder in five equal annual
installments beginning October 1, 1998. The remaining shares are to be
issued in four annual installments beginning January 1, 1999. Because the
total purchase price was contingent upon the continued employment of
Mulder consultants, the cost of the acquisition was accounted for as
compensation expense to be recognized over a five-year period beginning
October 1, 1997.

The June 30, 1997 and December 31, 1997 statements of operations have been
adjusted to reflect the historical operations of Mulder prior to the Mulder
acquisition. In connection with the Merger, the Mulder acquisition agreement
was amended on July 2, 1998. The Mulder acquisition agreement was modified
such that the remaining $5.2 million (plus interest) will be paid within 90
days of the completion of the Merger and 27,080 shares of Common Stock that
will be valued, based on an assumed initial offering price, at $ million
will be issued to such Mulder partners immediately after the Merger. This
non-recurring charge and other non-recurring charges discussed in "Risk
Factors--Non-Recurring and Other Charges" will be recorded on or before
September 30, 1998 and have not been reflected in the pro forma statement of
operations. All employment contingencies relating to the Mulder consultants
will be terminated.

(2) Amortization of deferred compensation expense of $1.4 million and $2.8
million relating to the acquisition of Mulder has been eliminated from
salaries and employee benefits for the periods ending December 31, 1997
and June 30, 1998, respectively. Under the amendment to the Mulder
acquisition agreement, the remaining $24.1 million of the $28.4 million of
compensation, based upon an assumed initial offering price, will be
expensed in the third quarter of 1998 contingent upon the completion of
the Merger.

(3) Adjustments have been made to eliminate from salaries and employee
benefits, compensation expense representing the difference between amounts
actually paid over amounts that would have been paid under the Company's
proposed stock option plan for managing partners and corporate officers
had such plan been in effect beginning January 1, 1997. The eliminations
are as follows:

<TABLE>
<CAPTION>
PERIOD ELIMINATION
------ -----------
<S> <C>
Six months ended June 30, 1997................................. $2,000
Year ended December 31, 1997................................... $4,000
Six months ended June 30, 1998................................. $2,200
</TABLE>

(4) Adjustments have been made to reflect the impact of allocating the Excess
Purchase Price to intangible assets and goodwill of HSI, and are subject
to change based upon the final determination of the respective fair values
of these assets. For the year ended December 31, 1997, $2.0 million of
amortization related to acquired intangibles and goodwill has been charged
to general and administrative expenses. For the six months ended June 30,
1997 and 1998, $1.0 million of amortization related to acquired
intangibles and goodwill has been charged to general and administrative
expenses.
(5) Equity in net income of affiliate has been eliminated from H&S Inc. for
all periods shown to reflect 100% ownership of HSI after the Merger.

(6) Adjustments are made to the provision for income taxes to reflect the
increased income tax liability resulting from the corresponding increase
in income before income taxes because of the compensation adjustment
discussed in footnote 3 above, the elimination of the equity in net income
of affiliate as discussed in footnote 5 above and the decrease in the
Mulder income tax liability. Income taxes for the partnership were higher
than they would have been for a corporation because certain items such as
salary and bonus are not tax deductible for German partnerships but are
for German corporations. Although corporations are subject to corporate
income tax, this incremental tax is less than the tax effect of the
previously non-deductible items. Therefore, pro forma tax expense has been
adjusted as follows:

<TABLE>
<CAPTION>
EQUITY IN
NET INCOME
OF MULDER
AFFILIATE COMPENSATION INCOME TAX
PERIOD ADJUSTMENT ADJUSTMENT ADJUSTMENT
------ ---------- ------------ ----------
<S> <C> <C> <C>
Six months ended June 30, 1997.......... $ 116 $ 840 (28)
Year ended December 31, 1997............ $(154) $1,680 (569)
Six months ended June 30, 1998.......... $ 435 $ 924 --
</TABLE>

(7) See the Unaudited Pro Forma Condensed Consolidated Balance Sheet at June
30, 1998 on page 21 for further details regarding pro forma balance sheet
adjustments.

31
<PAGE>

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

AT JUNE 30, 1998

<TABLE>
<CAPTION>
PRO FORMA CONTRACT
MERGER REFLECTING AMENDMENT CONSOLIDATED
HSI H&S INC. ADJUSTMENTS MERGER ADJUSTMENTS PRO FORMA
------- -------- ----------- ---------- ----------- ------------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
Current assets:
Cash and cash
equivalents........... $ 5,757 $ 18,509 $ -- $ 24,266 $ (5,438)(2) $ 18,828
Accounts receivable,
net of allowance...... 32,053 45,350 (1,105)(1) 76,298 -- 76,298
Notes receivable from
affiliates............ -- 5,148 (5,148)(1) -- -- --
Other current assets... 7,305 14,305 -- 21,610 -- 21,610
Property and equipment,
net.................... 11,468 20,349 -- 31,817 -- 31,817
Other assets:
Cash and investments
designated for
nonqualified
retirement plan....... -- 12,559 -- 12,559 -- 12,559
Investment in HSI...... -- 5,745 (5,745)(1) -- -- --
Goodwill............... 407 6,147 29,592 (1) 36,146 -- 36,146
Deferred compensation
expense............... 5,925 -- -- 5,925 (5,925)(2) --
Intangibles............ -- -- 12,247 (1) 12,247 -- 12,247
Other non-current
assets................ 1,689 2,742 2,085 (1) 6,516 -- 6,516
------- -------- ------- -------- --------- --------
Total other assets.... 8,021 27,193 38,179 73,393 (5,925) 67,468
------- -------- ------- -------- --------- --------
Total assets.......... $64,604 $130,854 $31,926 $223,721 $ (11,363) $216,021
======= ======== ======= ======== ========= ========
Current liabilities:
Short-term debt........ $ 5,297 $ 5,885 $ -- $ 11,182 $ -- $ 11,182
Income taxes payable... 4,732 -- -- 4,732 -- 4,732
Accounts payable....... 4,411 3,340 (1,105)(1) 6,646 -- 6,646
Accrued expenses
Salaries and employee
benefits............. 17,940 49,277 -- 67,217 -- 67,217
Other accrued
expenses............. 10,544 7,675 -- 18,219 -- 18,219
Note payable to
affiliate............. 5,148 -- (5,148)(1) -- -- --
Long-term debt, less
current maturities..... 129 5,737 -- 5,866 -- 5,866
Liability for
nonqualified retirement
plans.................. -- 11,201 -- 11,201 -- 11,201
Commitments and
contingent liabilities. -- -- -- -- -- --
Mandatorily redeemable
common stock........... 10,858 47,739 43,724 (1) 102,321 (11,363)(2) --
(90,958)(3)
Stockholders' equity.... 5,545 -- (5,545)(1) -- 90,958 90,958
------- -------- ------- -------- --------- --------
Total liabilities and
stockholders' equity. $64,604 $130,854 $31,926 $227,384 $ (11,363) $216,021
======= ======== ======= ======== ========= ========
</TABLE>
- --------

(1) These pro forma adjustments reflect the impact of allocating the Excess
Purchase Price to intangibles and goodwill of HSI, and are subject to
change based upon the final determination of the respective fair values of
the assets. The Excess Purchase Price is assumed to be $41,194, based on
an assumed initial offering price of $ and takes into account the
elimination of a deferred tax liability of $2,085.
This Excess Purchase Price has been allocated to identifiable intangibles
and goodwill as follows:

<TABLE>
<CAPTION>
WEIGHTED AVERAGE
FAIR MARKET REMAINING USEFUL
ASSET CLASSIFICATION VALUE LIFE IN YEARS
-------------------- ----------- ----------------
<S> <C> <C>
Intangible Assets............................. $12,247 12
Goodwill...................................... 29,592 40
-------
Total Excess Purchase Price.................. $41,839
=======
</TABLE>
The preliminary allocations of the Excess Purchase Price are based upon
current estimates and information available to H&S Inc.
In determining the foregoing estimated useful lives, management considered
the nature, competitive position of the Company, and historical and expected
future operating income. After the Merger, the Company will continually
review whether subsequent events and circumstances have occurred that
indicate the intangibles or goodwill may not be recoverable. If events and
circumstances indicate that intangibles or goodwill related to the acquired
business should be reviewed for possible impairment, the Company will use
projections to assess whether future operating income of the business, on a
non-discounted basis (before amortization), is likely to exceed the
amortization over the remaining life of the intangibles or goodwill, to
determine whether a write-down of intangibles or goodwill to recoverable
value is appropriate.

32
<PAGE>

The ultimate allocation of the Excess Purchase Price to intangibles and
goodwill acquired is subject to final determination of the fair value of the
assets of HSI. The ultimate allocation of the respective values will be
based upon the report of a professional appraiser that will be completed in
connection with the consummation of Merger. H&S Inc. management believes
that the above preliminary allocations of the purchase price are reasonable
and will not materially change.

The pro forma adjustments include the elimination of H&S Inc.'s investment
in HSI. In addition, $5,148 of intercompany debt and $1,105 of intercompany
payables were also eliminated. As of June 30, 1998, there were no other
intercompany transactions that required elimination.

The reclassification of $5,545 of stockholder's equity and the $43,724
increase in mandatorily redeemable stock are a result of the application of
reverse acquisition accounting.
(2) The amendment of the Mulder acquisition agreement resulted in the
following adjustments to HSI historical amounts:
(i) Cash has been adjusted by $5,438 to reflect the cash consideration to be
paid for Mulder.

(ii) Mandatorily redeemable common stock has been increased by $12,773 to
account for shares to be issued to Mulder partners and reduced by
$24,136 to eliminate the one-time compensation charge.

(iii) Deferred compensation expense has been reduced by $5,925 to eliminate
the asset due to the recording of the one-time compensation charge above.

(3) Reflects reclassification of H&S Inc.'s mandatorily redeemable common
stock of $90,958 to stockholders equity as the mandatory redemption
feature of the common stock will terminate upon consummation of the
Offering.

33
<PAGE>

SELECTED FINANCIAL DATA

The selected consolidated financial data presented below for each of the
five years in the period ended December 31, 1997 have been derived from the
respective audited consolidated financial statements of H&S Inc. and HSI which
in the case of HSI were audited by Barbier Frinault & Associes (Arthur
Andersen, independent public accountants, and in the case of H&S Inc. were
audited for fiscal years 1994 through 1997 by Arthur Andersen LLP, independent
public accountants and for 1993 by McGladrey & Pullen, LLP, independent public
accountants. The selected consolidated financial data for the six months ended
June 30, 1998 and 1997 were derived from the respective unaudited consolidated
financial statements of H&S Inc. and HSI, which in the opinion of management,
reflect all adjustments necessary, which consist only of normal recurring
adjustments, for a fair presentation of the interim period financial data. The
results for the three months are not necessarily indicative of the results to
be expected for the full year. The data set forth are qualified in their
entirety by, and should be read in conjunction with, "Management's Discussion
and Analysis of Financial Condition and Results of Operations" and the
consolidated financial statements, the notes thereto and the other financial
data and statistical information included in this Prospectus.

The table should be read in conjunction with "Management's Discussion and
Analysis of Financial Condition and Results of Operations," H&S Inc.'s, HSI's
and Mulder's Financial Statements, related notes and other financial
information included elsewhere in this Prospectus.

SELECTED FINANCIAL DATA

H&S INC.

<TABLE>
<CAPTION>
YEAR ENDED SIX MONTHS ENDED
DECEMBER 31, JUNE 30,
---------------------------------------------- ---------------------
1993 1994 1995 1996 1997 1997 1998
------- ------- -------- -------- -------- ------- -------
(IN THOUSANDS, EXCEPT PER SHARE, SHARE AND OTHER OPERATING
DATA)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS
DATA:
Revenue................ $77,990 $96,127 $108,685 $137,665 $180,244 $86,348 $98,715
Operating expenses:
Salaries and employee
benefits.............. 53,402 66,379 77,215 98,272 125,308 60,471 72,613
General and
administrative
expenses.............. 15,420 19,078 20,853 28,681 42,991 20,472 22,533
------- ------- -------- -------- -------- ------- -------
Total operating
expenses............. 68,822 85,457 98,068 126,953 168,299 80,943 95,146
------- ------- -------- -------- -------- ------- -------
Operating income....... 9,168 10,670 10,617 10,712 11,945 5,405 3,569
------- ------- -------- -------- -------- ------- -------
Non-operating income
(expense):
Interest income........ 320 808 1,156 1,385 1,586 379 405
Interest expense....... (184) (180) (207) (180) (150) (54) (118)
Other income (expense). 71 89 108 (94) 486 113 (164)
------- ------- -------- -------- -------- ------- -------
Total non-operating
income (expense)..... 207 717 1,057 1,111 1,922 438 123
------- ------- -------- -------- -------- ------- -------
Equity in net income
(loss) of affiliate... 725 1,252 778 775 367 (277) (1,035)
------- ------- -------- -------- -------- ------- -------
Income before income
taxes................. 10,100 12,639 12,452 12,598 14,234 5,566 2,657
Provision for income
taxes................. 4,356 6,297 6,094 6,149 7,589 2,909 1,283
------- ------- -------- -------- -------- ------- -------
Net income............. $ 5,744 $ 6,342 $ 6,358 $ 6,449 $ 6,645 $ 2,657 $ 1,374
======= ======= ======== ======== ======== ======= =======
Basic earnings per
common share.......... $ $ $ $ $
======== ======== ======== ======= =======
Weighted average common
shares outstanding....
======== ======== ======== ======= =======
Diluted earnings per
common share.......... $ $ $ $ $
======== ======== ======== ======= =======
Diluted average common
shares outstanding....
======== ======== ======== ======= =======
BALANCE SHEET DATA (AT
END OF PERIOD):
Working capital........ $13,024 $13,549 $ 17,193 $ 20,628 $ 24,768 $22,907 $17,135
Total assets........... 41,139 45,058 55,900 68,643 93,892 99,509 130,854
Long-term debt, less
current maturities.... 1,562 735 1,189 993 1,636 1,052 5,737
Mandatorily redeemable
common stock.......... 17,892 25,818 31,700 39,373 47,606 41,651 47,739
OTHER OPERATING DATA:
Number of offices (at
end of period)........ 16 18 20 25 28 27 30
Average number of
consultants during the
period................ 94 108 119 137 159 154 185
</TABLE>

34
<PAGE>

SELECTED FINANCIAL DATA

HSI

<TABLE>
<CAPTION>
YEAR ENDED SIX MONTHS ENDED
DECEMBER 31, JUNE 30,
----------------------------------------- --------------------
1993 1994 1995 1996 1997 1997 1998
------- ------- ------- ------- ------- ------- -------
(IN THOUSANDS, EXCEPT PER SHARE, SHARE AND OTHER
OPERATING DATA)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS
DATA:
Revenue................ $30,513 $39,634 $52,815 $64,558 $82,732 $36,074 $59,455
Operating expenses:
Salaries and employee
benefits.............. 18,688 24,299 35,249 44,020 59,139 24,603 42,524
General and
administrative
expenses.............. 8,985 10,212 14,264 17,100 20,556 9,363 15,839
------- ------- ------- ------- ------- ------- -------
Total operating
expenses............ 27,673 34,511 49,513 61,120 79,695 33,966 58,363
------- ------- ------- ------- ------- ------- -------
Operating income....... 2,840 5,123 3,302 3,438 3,037 2,108 1,092
------- ------- ------- ------- ------- ------- -------
Non-operating income
(expense)............. (477) (366) 338 133 144 71 (3,404)
------- ------- ------- ------- ------- ------- -------
Minority interest in
income of consolidated
subsidiaries.......... (107) (222) -- -- (26) -- --
------- ------- ------- ------- ------- ------- -------
Income (loss) before
income taxes.......... 2,256 4,535 3,640 3,571 3,155 2,179 (2,312)
Provision for income
taxes................. 650 1,886 1,840 1,430 1,444 872 271
------- ------- ------- ------- ------- ------- -------
Net income (loss)...... $ 1,606 $ 2,649 $ 1,800 $ 2,141 $ 1,711 $ 1,307 $(2,583)
======= ======= ======= ======= ======= ======= =======
Basic and diluted
earnings per common
class A shares........ $ $ $ $ $
======= ======= ======= ======= =======
Weighted average class
A common shares
outstanding...........
======= ======= ======= ======= =======
Basic and diluted
earnings per common
class B shares........ $ $ $ $ $
======= ======= ======= ======= =======
Weighted average class
B common shares
outstanding...........
======= ======= ======= ======= =======
BALANCE SHEET DATA (AT
END OF PERIOD):
Working capital........ $ 4,478 $ 7,908 $ 7,777 $ 9,345 $(2,114) $10,201 $(2,957)
Total assets........... 15,273 21,998 25,756 32,851 59,947 35,514 64,604
Long-term debt, less
current maturities.... 59 -- -- 267 368 129 129
Mandatorily redeemable
common stock.......... 4,019 6,166 8,323 9,922 12,577 11,946 10,858
Total stockholders'
equity................ 3,112 4,757 5,758 6,440 6,548 5,455 5,545
OTHER OPERATING DATA:
Number of offices (at
end of period)........ 10 12 13 16 23 19 24
Average number of
consultants during the
period................ 51 55 59 71 95 87 119
</TABLE>

35
<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

The following discussion of the historical results of operations and
liquidity and capital resources of H&S Inc. and HSI should be read in
conjunction with the Selected Combined Financial Data and the Audited
Consolidated Financial Statements of H&S Inc., HSI and Mulder and related
notes thereto appearing elsewhere in this Prospectus.

GENERAL

The Company is one of the leading global executive search firms and believes
that, based on revenues, it is the largest executive search firm in the United
States and the second largest in the world. The Company offers and conducts
executive search services through its global network of offices to a broad
range of clients, including Fortune 500 companies, major non-U.S. companies,
middle market and emerging growth companies, governmental and not-for-profit
organizations, and other leading private and public entities.

Throughout their history, H&S Inc. and HSI have operated as a single entity,
and from the time of founding in 1953 until 1984, operated under a single
ownership structure. In 1984, H&S Inc. consummated a spin-off of HSI to its
European partners while retaining a significant equity interest. H&S Inc. and
HSI plan to consummate the Merger immediately prior to the completion of the
Offering in order to reunite the two companies into a single ownership
structure. The selected financial data set forth herein reflects the
historical operations of each of H&S Inc. and HSI.

Pursuant to their focused growth strategies, H&S Inc. and HSI each completed
an acquisition in the past year. In June 1998, H&S Inc. acquired Fenwick, a
Boston-based executive search firm focused on the technology sector. In
October 1997, HSI acquired Mulder, the largest executive search firm in
Germany. Both acquisitions were accounted for using the purchase method of
accounting, with the results of the acquired companies included in H&S Inc.'s
and HSI's respective consolidated statements of income beginning on the date
of each acquisition.

With 54 offices in 28 countries, the Company conducts business using various
currencies. Revenue earned in each country is generally matched with the
associated expenses incurred, thereby reducing currency risk to earnings.
However, because certain assets or liabilities are denominated in non-U.S.
currencies, changes in currency rates may cause fluctuations of the valuation
of such assets or liabilities. For financial information by geographic region,
see Note 12 of "Heidrick & Struggles, Inc. and Subsidiaries--Notes to
Consolidated Financial Statements" and Note 9 of "Heidrick & Struggles
International, Inc. and Subsidiaries--Notes to Consolidated Financial
Statements."

REVENUE

The Company's revenue is derived from providing executive search services to
its clients, and is largely a function of average revenue per consultant and
the average number of consultants employed (based on number of months employed
during the period). Average revenue per consultant is a function of the number
of searches performed per consultant and the average fee earned per search.
Revenue largely consists of executive search fees (net of value added taxes in
Europe) and allocated costs. Allocated costs include charges for communication
expenses, research related materials, duplicating and similar items.

Revenue from executive search services is recognized when such services are
billed to clients and substantially rendered. Typically, the Company is paid
an initial retainer for its services equal to approximately one-third of the
estimated guaranteed first year cash compensation for the position to be
filled. In addition, if the actual cash compensation of a placed candidate
exceeds the retainer estimate, the Company will bill the client for one-third
of the excess. Allocated costs are calculated as a percentage of the expected
search fee for an assignment with certain dollar caps per search. The Company
generally bills its clients for its initial retainer and allocated costs in
one-third increments over a 90-day period commencing in the month of the
initial acceptance or confirmation of the contract by its client.

36
<PAGE>

With respect to each executive search assignment, the Company and its client
enter into a contract, which outlines the general terms and conditions of the
assignment. These contracts generally are cancelable at the option of either
party with compensation payable pro rata for the first 90 days.

Because newly-hired consultants require a large initial investment in
signing bonuses, guaranteed bonuses and salaries and benefits for associated
support staff and do not tend to immediately provide proportionately higher
revenues, the Company's average revenue per consultant and overall
profitability are typically negatively impacted by such new hires in the short
term.

OPERATING EXPENSES

The Company's operating expenses are divided into two general categories:
(i) salaries and employee benefits; and (ii) general and administrative
expenses.

Salaries and employee benefits. The largest components of the Company's
operating expenses are compensation and benefits paid to consultants,
executive officers and administrative and support personnel, of which the most
important constituent parts are salaries and annual bonuses. Other items
included in this category are signing bonuses and guaranteed bonuses (often
incurred in connection with the hiring of new consultants), payroll taxes,
profit sharing and retirement benefits and employee insurance benefits. In
recent quarters the Company has hired a larger than normal number of
consultants, which has resulted in a higher than normal level of signing
bonuses and guaranteed bonuses. A consultant's base salary represents, on
average, less than one-half of the consultant's total annual compensation.
Typically, a portion of the credit for a particular assignment goes to the
consultants who originate the executive search assignment, and a portion goes
to the consultants who perform the executive search assignment. In addition, a
portion of each consultant's annual compensation is based on management's
assessment of that consultant's teamwork.

General and administrative expenses. The key components of general and
administrative expenses include rent, information systems costs, general
office expenses and professional service costs (including legal, accounting
and third party professional services). In addition, general and
administrative expenses include depreciation, amortization and allowance for
doubtful accounts.

NON-OPERATING INCOME (EXPENSE)

Non-operating income (expense) consists of interest income, interest expense
and other income and expenses.

EQUITY IN NET INCOME (LOSS) OF AFFILIATE

H&S Inc. holds a significant interest in HSI. For H&S Inc., equity in net
income (loss) of affiliate relates to the income earned or loss incurred from
H&S Inc.'s investment in HSI after giving effect to currency translation
adjustments.

TAXES

H&S Inc. and HSI are subject to federal, state and non-U.S. income taxes.
Income generated outside of the United States may be subject to higher tax
rates than U.S. income. As a result, the Company's effective tax rate may be
higher than prevailing U.S. tax rates. Historically, certain non-deductible
expenses have increased the Company's effective tax rate. H&S Inc.'s and HSI's
provisions for income taxes reflects their best judgment as to the likely
effective tax rate for a given period. In recent periods, due to volatility in
their actual effective income tax rates, HSI has elected to increase its
provision for income taxes while H&S Inc. has elected to decrease its
provision for income taxes.

37
<PAGE>

YEAR 2000 COMPLIANCE

The Year 2000 issue is the result of computer programs being written to use
two digits to define year dates. Computer programs running date-sensitive
software may recognize a date using "00" as the year 1900 rather than the Year
2000. This could result in systems failures or miscalculations causing
disruptions of operations. The Company utilizes information technology to
facilitate (i) its search processes communications with candidates and clients
and (ii) its financial management systems and other support systems.

RECENTLY ISSUED FINANCIAL ACCOUNTING STANDARDS

38
<PAGE>

and annual financial statements. It is effective for annual periods beginning
after December 15, 1997 and will be adopted by the Company as of December 31,
1998. The Company does not expect that adoption of this Standard will have an
impact on its consolidated financial position or its results of operations.
However, it is expected that adoption of this Standard will result in
additional footnote disclosure.

During 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and for Hedging Activities," which establishes new standards for
reporting information about derivatives and hedging. It is effective for
periods beginning after June 15, 1999 and will be adopted by the Company as of
January 1, 2000. The Company expects that adoption of this Standard will have
no effect on its consolidated financial position, results of operations or on
disclosures within the financial statements as they currently do not engage in
the use of derivative instruments or other hedging activities.

RESULTS OF OPERATIONS--H&S INC.

The following table sets forth selected statements of operations data for
H&S Inc., and such data as a percentage of revenues for the periods indicated:

<TABLE>
<CAPTION>
SIX MONTHS
YEAR ENDED ENDED
DECEMBER 31, JUNE 30,
------------------- ------------
1995 1996 1997 1997 1998
----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C>
Revenue...................................... 100.0% 100.0% 100.0% 100.0% 100.0%
Operating expenses:
Salaries and employee benefits............. 71.0 71.4 69.5 70.0 73.6
General and administrative expenses........ 19.2 20.8 23.9 23.7 22.8
----- ----- ----- ----- -----
Total operating expenses................. 90.2 92.2 93.4 93.7 96.4
----- ----- ----- ----- -----
Operating income............................. 9.8 7.8 6.6 6.3 3.6
----- ----- ----- ----- -----
Non-operating income (expense):
Interest income............................ 1.1 1.0 0.9 0.4 0.4
Interest expense........................... (0.2) (0.1) (0.1) (0.1) (0.1)
Other income (expense)..................... 0.1 (0.1) 0.3 0.1 (0.2)
----- ----- ----- ----- -----
Total non-operating income (expense)..... 1.0 0.8 1.1 0.4 0.1
----- ----- ----- ----- -----
Equity in net income (loss) of affiliate..... 0.7 0.6 0.2 (0.3) (1.0)
----- ----- ----- ----- -----
Income before income taxes................... 11.5 9.2 7.9 6.4 2.7
Provision for income taxes................... 5.6 4.5 4.2 3.4 1.3
----- ----- ----- ----- -----
Net income................................... 5.9% 4.7% 3.7% 3.0% 1.4%
===== ===== ===== ===== =====
</TABLE>

SIX MONTHS ENDED JUNE 30, 1998 COMPARED TO THE SIX MONTHS ENDED JUNE 30, 1997

Revenue. H&S Inc. revenue increased $12.4 million, or 14.3%, to $98.7
million for the six months ended June 30, 1998 from $86.3 million for the six
months ended June 30, 1997. This increase was primarily the result of a 20.5%
increase in the average number of consultants employed during the period. H&S
Inc. employed 32 more consultants at June 30, 1998 than at June 30, 1997 as a
result of an increase in the average revenue per cofirmed search and in the
number of confirmed searches. The number of confirmed searches increased by
% and average revenue per completed search increased by 10%. This increase
was partially offset by a 5.1% decrease in the average revenue per consultant
during the period which was due to the unusually high number of consultants
added. Two new offices were opened after the second quarter of 1997:
Philadelphia, and Sao Paulo, which generated approximately $2.0 million of
revenue during the first six months of 1998.

39
<PAGE>

Salaries and employee benefits. H&S Inc. salaries and employee benefits
increased $12.1 million, or 20.1%, to $72.6 million for the six months ended
June 30, 1998 from $60.5 million for the six months ended June 30, 1997. As a
percentage of revenues, salaries and employee benefits increased to 73.6% from
70.0%. This percentage increase was primarily the result of increased signing
bonuses and guaranteed bonuses associated with the hiring of 42 new
consultants between July 1, 1997 and June 30, 1998, consistent with H&S Inc.'s
growth strategy. H&S Inc. also added 34 associates and 80 administrative
personnel, in part to support these consultants.

General and administrative expenses. H&S Inc. general and administrative
expenses increased $2.0 million, or 10.1%, to $22.5 million for the six months
ended June 30, 1998 from $20.5 million for the six months ended June 30, 1997.
As a percentage of revenues, general and administrative expenses decreased to
22.8% from 23.7%. This percentage decrease was primarily the result of a
reduction in the provision for doubtful accounts to more appropriately reflect
recent collection experience. This percentage decrease was partially offset by
an increase in maintenance and installation expenses and technical support
associated with IGIS.

Non-operating income (expense). H&S Inc. non-operating income decreased
$315,000, or 71.8%, to $123,000 for the six months ended June 30, 1998 from
$438,000 for the six months ended June 30, 1997. This decrease is primarily
due to a loss on the sale of certain computer equipment which was replaced in
connection with IGIS during the six months ended June 30, 1998.

1997 COMPARED TO 1996

Revenue. H&S Inc. revenue increased $42.5 million, or 30.9%, to $180.2
million for 1997 from $137.7 million for 1996. This increase was primarily the
result of a 16.1% increase in the average number of consultants employed
during the year and an increase of 12.8% in the average revenue per consultant
to $1.1 million from $1.0 million in 1996. H&S Inc. employed 26 more
consultants at December 31, 1997 than at December 31, 1996. In addition three
new offices were added during 1997: Miami, Philadelphia and Sao Paulo, which
generated approximately $1.5 million of revenue.

Salaries and employee benefits. H&S Inc. salaries and employee benefits
increased $27.0 million, or 27.5%, to $125.3 million for 1997 from $98.3
million for 1996. As a percentage of revenues, salaries and employee benefits
decreased to 69.5% from 71.4%, reflecting increased search team productivity
as revenues increased relatively faster than staffing levels. This improvement
occurred despite an increase of approximately $833,000 in H&S Inc.'s
contributions to the employee 401(k) plan.

General and administrative expenses. H&S Inc. general and administrative
expenses increased $14.3 million, or 49.9%, to $43.0 million for 1997 from
$28.7 million for 1996. As a percentage of revenues, general and
administrative expenses increased to 23.9% in 1997. This percentage increase
principally relates to research and development in connection with the IGIS
initiative.

Non-operating income (expense). H&S Inc. non-operating income increased
$800,000 to $1.9 million for 1997 from $1.1 million for 1996. The increase was
primarily due to the absence of certain losses incurred in 1996 as a result of
H&S Inc.'s relocation of corporate offices in Chicago and an increase in
interest income reflecting higher cash balances during the year.

1996 COMPARED TO 1995

Revenue. H&S Inc. revenue increased $29.0 million, or 26.7% to $137.7
million for 1996 from $108.7 for 1995. This increase was primarily due to a
15.1% increase in the average number of consultants employed and an increase
of 10.1% in the average revenue per consultant to $1.0 million in 1996 from
$915,000 in 1995. H&S Inc. employed 23 more consultants at December 31, 1996
than at December 31, 1995. H&S opened five new offices in 1996 in Caracas,
Charlotte, Lima, Santiago and Singapore, which resulted in a $1.5 million
increase in revenue between 1995 and 1996.

40
<PAGE>

Salaries and employee benefits. H&S Inc. salaries and employee benefits
increased $21.1 million, or 27.3% to $98.3 million for 1996 from $77.2 million
in 1995. As a percentage of revenues, salaries and employee benefits increased
slightly to 71.4% from 71.0%. This percentage increase primarily reflects
increased signing bonuses and guaranteed bonuses associated with hiring 33
consultants in 1996 as compared with hiring 22 in 1995.

General and administrative expenses. H&S Inc. general and administrative
expenses increased $7.8 million, or 37.5%, to $28.7 million for 1996 from
$20.9 for 1995. As a percentage of revenues, general and administrative
expenses increased from 19.2% in 1995 to 20.8% in 1996. This percentage
increase was primarily due to: (i) an increase in the provision for doubtful
accounts and (ii) an increase in professional services costs due to increased
legal and consulting fees relating to an information technology analysis,
certain office openings and consideration of a comparable restructuring. The
provision for doubtful accounts increased to reflect the increase in accounts
receivable of $6.3 million or 30% to $27.2 million for 1996 from $20.9 million
in 1995.

Non-operating income (expense). H&S Inc. non-operating income remained
relatively constant at $1.1 million for both 1996 and 1995. The primary
component was interest income, which increased slightly to $1.4 million for
1996 from $1.2 million for 1995. This increase was offset by asset write-offs
for 1996 relating to the relocation of H&S Inc.'s corporate offices.

RESULTS OF OPERATIONS--HSI

The following table sets forth selected statements of operations data for
HSI, and such data as a percentage of revenues for the periods indicated:

<TABLE>
<CAPTION>
SIX MONTHS
YEAR ENDED ENDED JUNE
DECEMBER 31, 30,
------------------- -----------
1995 1996 1997 1997 1998
----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C>
Revenue.................................... 100.0% 100.0% 100.0% 100.0% 100.0%
Operating expenses:
Salaries and employee benefits .......... 66.7 68.2 71.5 68.2 71.5
General and administrative expenses...... 27.0 26.5 24.8 26.0 26.6
----- ----- ----- ----- -----
Total operating expenses............... 93.7 94.7 96.3 94.2 98.1
----- ----- ----- ----- -----
Operating income (loss).................... 6.3 5.3 3.7 5.8 1.9
Non-operating income (loss)................ 0.6 0.2 0.2 0.2 (5.7)
Minority interest in income of consolidated
subsidiaries.............................. 0.0 0.0 0.0 0.0 0.0
----- ----- ----- ----- -----
Income (loss) before income taxes.......... 6.9 5.5 3.9 6.0 (3.8)
Provision for income taxes................. 3.5 2.2 1.7 2.4 0.5
----- ----- ----- ----- -----
Net income (loss).......................... 3.4% 3.3% 2.2% 3.6% (4.3)%
===== ===== ===== ===== =====
</TABLE>

SIX MONTHS ENDED JUNE 30, 1998 COMPARED TO THE SIX MONTHS ENDED JUNE 30, 1997

Revenue. HSI revenue increased $23.4 million, or 64.8% to $59.5 million for
the six months ended June 30, 1998 from $36.1 million for the six months ended
June 30, 1997. This increase was primarily the result of the acquisition of
Mulder in the fourth quarter of 1997, which contributed $10.1 million in
revenue for the six months ended June 30, 1998. Excluding Mulder, revenue
increased by 36.8% mainly due to an increase in the number of searches
resulting from an increase in the average number of consultants from 87 for
the six months ended June 30, 1997 to 119 for the six months ended June 30,
1998, and a 20.5% increase in average revenue per consultant. Two new offices
were opened after the first half of 1997: Lisbon and Prague, which generated
approximately $1.1 million of revenue in the first half of 1998.

Salaries and employee benefits. HSI salaries and employee benefits
increased $17.9 million to $42.5 million for the first six months ended June
30, 1998 from $24.6 million for the first six months ended June 30, 1997. As

41
<PAGE>

a percentage of revenues, salaries and employee benefits increased to 71.5%
from 68.2%. This percentage increase was primarily the result of the
amortization of $2.8 million of deferred compensation expense resulting from
the Mulder acquisition. Excluding the impact of the deferred compensation
relating to the Mulder acquisition, salaries and employee benefits were 66.7%
for the first six months ended June 30, 1998. This reflects the fact that
revenues have increased in 1998 at a higher rate than salaries and employee
benefits, despite the increase in professional and administrative support
staff.

General and administrative expenses. HSI general and administrative expenses
increased $6.5 million to $15.8 million for the six months ended June 30,
1998, from $9.4 for the six months ended June 30, 1997. As a percentage of
revenues, general and administrative expenses increased to 26.6% from 26.0%.
This increase was primarily the result of an increase in the provision for
doubtful accounts as a result of higher account receivable balances, higher
travel and entertainment expenses pursuant to the merger of H&S Inc. and HSI
and increased depreciation expense related to the Company's new computer
equipment.

Non-operating income (expense). HSI non-operating expense increased to a net
operating loss of $3.4 million for the six months ended June 30, 1998 from a
net non-operating gain of $71,000 for the six months ended June 30, 1997. This
increase was primarily the result of a one-time provision in June 1998 of $2.9
million for the writeoff of leasehold improvements due to a decision to
relocate the London office, and a provision for $148,000 for losses on the
disposal of computer equipment. Also, interest expense related to borrowings
on HSI's line of credit, borrowings by HSI from H&S Inc. and lower interest
income as a result of reduced cash balances, resulted from the use of
available funds for the Mulder acquisition, and purchases of certain property
and equipment increased.

1997 COMPARED TO 1996

Revenue. HSI revenue increased $18.1 million, or 28.2%, to $82.7 million for
1997 from $64.6 for 1996. A significant reason for the increase was the
acquisition of Mulder in the fourth quarter of 1997 which contributed revenue
of $5.7 million in 1997. Excluding Mulder, revenue increased by 19.2%,
primarily as a result of a 29.2% increase in the average number of consultants
employed during the period. HSI employed 26 more consultants at December 31,
1997 as compared to December 31, 1996. Excluding the impact of currency
exchange rate fluctuations, the average revenue per consultant increased
slightly from 1996 to 1997. In addition to Mulder, three new offices were
added in 1997: Oslo, Lisbon and Prague which generated approximately $1.9
million in revenue.

Salaries and employee benefits. HSI salaries and employee benefits increased
$15.1 million, or 34.3% to $59.1 million for 1997 from $44.0 million in 1996.
As a percentage of revenue, salaries and employee benefits increased to 71.5%
from 68.2%. This percentage increase was primarily due to approximately $2.4
million of additional compensation and benefits to administrative and support
staff resulting from the hiring of new employees in connection with the
development of enhancements to HSI's executive search system.

General and administrative expenses. HSI general and administrative expenses
increased $3.5 million, or 20.2% to $20.6 million for 1997 from $17.1 million
for 1996. As a percentage of revenue, general and administrative expenses
declined to 24.8% from 26.5%. This decline was due primarily to a reduction in
the provision for doubtful accounts and growth in revenue outpacing increases
in rent, telecommunications and other costs. The provision for doubtful
accounts was decreased to reflect improved collection policies and efforts.

Non-operating income (expense). HSI non-operating income increased by
$11,000 to $144,000 from $133,000 for 1996.

1996 COMPARED TO 1995

Revenue. HSI revenue increased $11.8 million, or 22.2% to $64.6 million for
1996 from $52.8 for 1995. The increase was primarily the result of a 20.3%
increase in the average number of consultants employed and a 1.6% increase in
average revenue per consultant. HSI employed 5 more consultants at December
31, 1996 than at December 31, 1995. Two new offices were added in 1996:
Amsterdam and Copenhagen, which generated approximately $1.4 million in
revenue.

42
<PAGE>

Salaries and employee benefits. HSI salaries and employee benefits increased
$8.8 million or 24.9%, to $44.0 million for 1996 from $35.2 million in 1995.
As a percentage of revenue, salaries and employee benefits increased from
66.7% to 68.2%. This percentage increase primarily reflects the addition of 38
employees and the fact that performance bonuses were paid at a higher
percentage of revenues.

General and administrative expenses. HSI general and administrative expenses
increased $2.8 million, or 19.9%, to $17.1 million for 1996 from $14.3 million
for 1995. As a percentage of revenue, general and administrative expenses
declined from 27.0% to 26.5%.

Non-operating income (expense). HSI non-operating income decreased $205,000
to $133,000 for 1996 from $338,000 for 1995. The decrease was due in part to
reduced interest income on cash balances.

NONRECURRING AND OTHER CHARGES

H&S Inc.'s policy on acquisitions is to align as quickly as possible, the
interests of all consultants. The modification of the Mulder agreement was
undertaken to settle the contingent cash and stock payments and eliminate the
employment contingencies relating thereto in order to more closely align the
interests of the Mulder consultants with the interests of the other H&S Inc.
and HSI consultants. Likewise, the early settlement of the profit sharing
agreement in connection with the acquisition of certain Latin American offices
was undertaken for the purpose of fixing the amount of the profit sharing and
thereby aligning the interests of all consultants in Latin America with the
interests of other H&S Inc. and HSI consultants.

The Company has agreed to modify the terms of the Mulder agreement,
resulting in a nonrecurring charge expected to total $ million, net of
income taxes. This charge represents the prepayment of the purchase price of
$ million and, due to the modification of the Mulder agreement which
included the termination of all employment contingencies, will be recorded as
compensation expense. This nonrecurring charge (calculated as of September 30,
1998) represents the write-off of $5.9 million of deferred compensation assets
and a cash payment of $5.4 million and the issuance of 27,080 shares of common
stock ($ based on assumed initial public offering price of $ per share)
to the previous owners of Mulder. See Note 2 of "Heidrick & Struggles
International, Inc. and Subsidiaries--Notes to Consolidated Financial
Statements."

LIQUIDITY AND CAPITAL RESOURCES

H&S Inc. and HSI periodically evaluate their liquidity requirements, capital
needs and availability of capital resources in view of plans for expansion and
other operating cash needs. Both H&S Inc. and HSI have historically financed
their operations primarily through internally generated funds, supplemented by
sales of common stock to certain key employees and periodic borrowings under
their respective credit facilities. H&S Inc. and HSI have accrued employee
bonuses throughout the year. H&S Inc. has paid such bonuses in December, and
HSI has paid such bonuses in December and March. Employee bonuses are accrued
when earned and are based on the performance of the respective employee and
the Company.

43
<PAGE>

The Company believes that the net proceeds from the Offering and related
sales of shares to employees pursuant to the GlobalShare Plan, together with
funds expected to be generated from operations and its lines of credit, will
be sufficient to finance the Company's operations for the foreseeable future.
If the Company undertakes significant acquisitions, however, it may need
access to additional sources of debt or equity financing.

H&S Inc.

H&S Inc. maintained cash and cash equivalents at December 31, 1996 and 1997,
and at June 30, 1998, totalling $7.2 million, $10.1 million and $18.5 million,
respectively. Towards these sums, cash flows from operating activities
contributed $5.6 million in 1996 and $6.7 million in 1997 reflecting
principally net income from operations. Cash flows from operating activities
contributed $19.0 million for the six months ended June 30, 1998, reflecting
an increase in accrued expenses of $30.8 million, principally due to accruals
for bonuses.

Cash flows from financing activities were $610,000, $6.0 million, and $1.1
million for 1996 and 1997 and the six months ended June 30, 1998,
respectively. H&S Inc.'s financing activities consist principally of sales of
its common stock to employees net of repurchase obligations and borrowings
under its credit facility. H&S Inc.'s long-term debt consists of amounts
payable to former shareholders from whom H&S Inc. has repurchased stock.

H&S Inc. has a $25 million reducing revolving credit facility expiring on
September 30, 2001. The $25 million line of credit reduces annually by $5
million on September 30, 1998, 1999 and 2000. There was $3.5 million
outstanding under the line of credit at December 31, 1997 and $5.1 million
outstanding at June 30, 1998. These borrowings bear fixed interest at the then
existing LIBOR or prime rate, at H&S Inc.'s discretion at the time of
borrowing. At December 31, 1997, the interest rate on the debt was the prime
rate, 8.5%. At June 30, 1998, the interest rate on the debt was fixed at
approximately 6.7%. The line of credit has certain financial requirements H&S
Inc. must meet relating to net worth, liabilities and cash flows. As of
December 31, 1997 and June 30, 1998, H&S Inc. met all of its financial
requirements. H&S Inc. is required to pay commitment fees on the unused
portion of the line of credit on a quarterly basis. Outstanding borrowings
under this facility bear interest at the prime rate or LIBOR, at the option of
H&S Inc. See Note 5 to Consolidated Financial Statements.

Capital expenditures amounted to $6.7 million, $5.7 million, and $7.3
million for 1996 and 1997 and the six months ended June 30, 1998,
respectively. These expenditures consisted primarily of system development
costs, office furniture and fixtures, leasehold improvements and computer
equipment and software. The system development costs relate primarily to H&S
Inc.'s IGIS initiative. IGIS expenditures of $1.2 million in 1997 and $4.6
million for the three months ended June 30, 1998 have been capitalized.
Additional capital expenditures of $11.8 million are expected to be made
through the end of the first quarter of 1999 and will begin to be amortized in
the second quarter of 1999.

HSI.

HSI maintained cash and cash equivalents at December 31, 1996 and 1997, and
at June 30, 1998, amounting to $8.2 million, $8.1 million and $5.8 million.
Towards these sums, cash flows from operating activities contributed $6.3
million in 1996 and $6.9 million in 1997 principally reflecting increases in
working capital, non-cash expenses for depreciation and amortization and net
income offset by accruals for bonuses in connection with the Mulder
acquisition. For the six months ended June 30, 1998, cash flows used in
operating activities were $0.7 million due primarily to increases in accounts
receivable.

Cash flows from financing activities were $331,000, $9.7 million and $2.3
million, respectively for 1996 and 1997 and June 30, 1998, respectively.
Borrowings during 1997 increased significantly in connection with certain
payments to finance the Mulder acquisition. Borrowings during the first half
of 1998 principally reflect funding of employee bonuses paid in March and the
purchase of certain property and equipment. HSI's financing activities include
borrowings and payments on its credit facility, purchase and sales of its
common stock to employees and borrowings under a loan agreement with H&S.

44
<PAGE>

HSI's long-term debt consists of amounts payable to former shareholders who
have sold their stock back to HSI. To provide additional liquidity, HSI
negotiated a multicurrency line of credit of $9.9 million, denominated in ECU
expiring on July 1, 2002. The interest rate on this credit line is LIBOR plus
1%. The interest rate at December 31, 1997 was 7.2%. The total outstanding
balance was $7,639 and $4,822 at December 31, 1997 and June 30, 1998,
respectively. Investments greater than $2 million and sales of significant
German assets are prohibited without prior written approval of the banks.

Capital expenditures totaled $2.0 million, $6.0 million and $3.9 million for
1996 and 1997 and the six months ended June 30, 1998, respectively. These
expenditures consisted primarily of purchases of office furniture and
fixtures, computer equipment and software. Additionally, HSI made payments of
$10.2 million in cash and stock in connection with the Mulder acquisition
during 1997.

QUARTERLY COMPARISONS

The following table sets forth certain quarterly financial information of
H&S Inc. and HSI for each quarter of 1997 and for the first two quarters of
1998. The information is derived from the quarterly financial statements of
the companies which are unaudited but which, in the opinion of management,
have been prepared on the same basis as the financial statements included
herein and include all adjustments, consisting only of normal recurring items,
necessary for the fair presentation of the information for the periods
presented. The financial data shown below should be read in conjunction with
the respective Consolidated Financial Statements and Notes thereto. The
operating results for any quarter are not necessarily indicative of results
for any future period.

H&S Inc.

<TABLE>
<CAPTION>
THREE MONTHS ENDED
----------------------------------------------------------------
MARCH 31, JUNE 30, SEPTEMBER 30, DECEMBER 31, MARCH 31, JUNE 30,
1997 1997 1997 1997 1998 1998
--------- -------- ------------- ------------ --------- --------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
Revenue................. $39,973 $46,375 $49,961 $43,935 $45,937 $52,778
Operating income........ 1,440 3,965 5,383 1,157 827 2,742
Net income.............. 890 1,767 2,962 1,026 115 1,259
</TABLE>

HSI

<TABLE>
<CAPTION>
THREE MONTHS ENDED
----------------------------------------------------------------
MARCH 31, JUNE 30, SEPTEMBER 30, DECEMBER 31, MARCH 31, JUNE 30,
1997 1997 1997 1997 1998 1998
--------- -------- ------------- ------------ --------- --------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
Revenue................. $17,953 $18,121 $18,495 $28,163 $28,053 $31,402
Operating income (loss). 1,479 629 322 607 (103) 1,195
Net income (loss)....... 910 397 197 207 (521) (2,062)
</TABLE>

45
<PAGE>

THE COMPANY

GENERAL

Heidrick & Struggles International, Inc. is one of the leading global
executive search firms and believes that, based on revenues, it is the largest
executive search firm in the United States and the second largest in the
world. With over 45 years of experience in fulfilling its clients' leadership
needs, H&S offers and conducts executive search services in nearly every major
business center in the world. The Company's services focus on the
identification, evaluation and recommendation of qualified candidates for
senior level executive positions. Through its worldwide network of
approximately 700 professionals in 54 offices, H&S provides executive search
services to a broad range of clients, including Fortune 500 companies, major
non-U.S. companies, middle market and emerging growth companies, governmental
and not-for-profit organizations and other leading private and public
entities. Taken together, the combined worldwide revenues of H&S Inc. and HSI
have grown from $108.5 million in 1993 to $263.0 million in 1997, a compound
annual growth rate of approximately 25%.

EXECUTIVE SEARCH INDUSTRY OVERVIEW

Executive search firms are generally separated into two broad categories:
retained search firms and contingency search firms. Retained search firms
fulfill their clients' senior leadership needs by working on a consultative
basis with clients in identifying, evaluating, assessing and recommending
qualified candidates for senior level positions, typically with annual cash
compensation of $100,000 and above. Retained firms generally are compensated
for their services whether or not they are successful in placing a candidate,
and are generally retained on an exclusive basis. On the other hand,
contingency search firms focus primarily on mid-level positions with annual
cash compensation of less than $150,000. Contingency firms are compensated
only upon successfully placing a recommended candidate and are generally not
hired on an exclusive basis or involved in the evaluation, assessment or
recommendation of candidates. Both types of firms are normally paid a fee for
their services equal to approximately one-third of the first year total cash
compensation for the position being filled.

According to Kennedy, a leading industry source, revenue in the executive
search industry historically has been divided almost evenly between retained
and contingency search firms; however, retained search firms are estimated by
Kennedy to employ only one-third of the consultants in the industry. Thus, the
average revenue per consultant for retained firms generally is substantially
higher than for contingency firms.

Worldwide executive search industry revenue has grown at a 20% compound
annual growth rate from approximately $3.5 billion in 1993 to approximately
$7.3 billion in 1997 according to Kennedy. The executive search industry is
highly fragmented, consisting of more than 4,000 executive search firms
worldwide. According to Kennedy's Executive Recruiter News ("ERN"), more than
80% of retained firms and approximately 90% of contingency firms generated
less than $2 million in revenues in 1997.

H&S believes that a number of favorable trends are contributing to the
growth of the executive search industry, including the following:

Increased Competition for Executive Talent. Historically, it was typical for
executives to spend an entire career with one or two organizations. However,
in today's rapidly changing business environment, companies have been
aggressively seeking outside talent and, as a result, successful executives
are often recruited by a number of different organizations in various
geographic locations over the course of their careers. This increase

46
<PAGE>

in competition for management talent and the resulting executive turnover has
forced many companies to seek assistance in recruiting executives on a more
frequent basis. Increased competition has also caused compensation levels for
executives to increase considerably over the past several decades. Because
fees for executive search firms are based on cash compensation, higher cash
compensation levels have translated into higher executive search fees.

Greater Acceptance by Corporate Leadership of the Use of Executive Search
Consultants. The influence of a number of factors, including larger
institutional shareholdings, a rise in shareholder activism and a greater
concern for corporate governance have led many boards of directors and company
management teams to expect that their choices of senior executives will be
under greater scrutiny than was the case in the past. As a result of these
trends, many boards of directors and company management teams hire outside
executive search firms to advise them with respect to their selection and
recruitment of executives.

Increased Globalization of Business. The increasing globalization of
business has created demand, particularly from multinational enterprises, for
executives in parts of the world in which such enterprises do not have
significant prior operating experience. Because the process of identifying and
evaluating candidates across national borders can be difficult, these
enterprises have turned to executive search firms for assistance.

Increased Demand for Executive Search Services by Start-up and Newly-
acquired Companies. The recent growth in the amount of capital available for
investment in start-up companies and for acquisitions has created a need for
talented executives to manage these entities. The activities of private equity
investors and venture capital firms have been accelerating at such a pace that
they often find it difficult to identify leaders for the companies in which
they invest, and these investors have often sought the services of executive
search firms to aid them in this task.

Greater Need for Executives with Diverse Leadership Skills. In response to a
rapidly changing business environment, companies are setting more stringent
hiring standards for senior executives. The process of identifying and
evaluating such executives is therefore becoming more difficult and, as a
result, companies are increasingly relying on executive search firms to help
them meet their leadership needs.

Reduction in Number of Layers of Management. The recent trend of corporate
"right-sizing" by eliminating certain layers of management at a number of
companies has effectively reduced the pool from which such companies can draw
talented managers. In lieu of the traditional practice of grooming leaders
from within, companies have increasingly used executive search firms to find
appropriate talent from outside their organization.

KEY COMPETITIVE STRENGTHS

The Company believes that it possesses several key competitive strengths
which position it to capitalize on the growing demand for its services. These
strengths include the following:

Experienced Team of Executive Search Consultants. H&S believes that its
consultants are among the most experienced within the executive search
industry. As of June 30, 1998, the Company employed over 330 consultants who,
on average, have approximately 10 years of experience in executive search and
9 years of experience in other industries. H&S believes that this depth of
experience is a prerequisite to the effective performance of senior level
executive searches. The Company attributes its success in attracting and
retaining such high caliber consultants to its premier reputation, unique team
oriented culture and performance-based compensation system. The Company
believes that its attractiveness as an employer is reflected in its low
turnover rate among its consultants. For the period from January 1, 1995
through June 30, 1998, an annual average of fewer than 1.5% of H&S's
consultants have left to work elsewhere in the executive search industry.
Under the

47
<PAGE>

Company's compensation system, a portion of the bonus for a particular
assignment goes to the consultants who originate the executive search
assignment, and a portion goes to the consultants who perform the executive
search assignment. In addition, a portion of each consultant's annual
compensation is based on management's assessment of that consultant's
teamwork. This compensation component encourages the Company's consultants to
work as a team and is part of the reason that 61% of the executive searches
performed in 1997 by H&S were shared by two or more consultants. The incentive
to utilize the differing talents of the Company's consultants means that those
who originate an assignment outside of their area of expertise often bring
that assignment to those with a specific industry or functional skill to
execute the search.

Global Presence. The Company's 54 offices are located in major business
centers in 28 countries around the world. The Company's global presence
enables it to serve the needs of multinational companies and local businesses
worldwide, and provides it with access to an international network of
candidates and referral sources. The Company's offices in North America,
Europe, Asia Pacific and Latin America employ 168, 127, 21 and 15 consultants,
as of June 30, 1998, respectively, and generated 1997 revenues of $159
million, $83 million, $13 million and $8 million, respectively. The Company's
global reach allows it to benefit from the increasing globalization of
business and the demand, particularly from multinational enterprises, for
assistance in identifying and evaluating candidates for executive positions
across national borders.

Emphasis on Senior Level Executive Search. H&S is an industry leader in
placing senior level executives within the world's largest and most complex
organizations. Approximately 39% of the executive searches performed by the
Company worldwide, representing approximately 48% of revenues (and
approximately 50% of the searches performed in North America, representing
approximately 56% of revenues) in 1997 were for CEOs, presidents, CFOs, COOs,
CAOs, CIOs, members of boards of directors and other senior management
positions (such as division heads). These senior level executive searches
generally provide a higher level of revenue per search and result in greater
visibility with the Company's clients and within the executive search
industry. The Company believes that performing senior level, high profile
executive search assignments: (i) strengthens its brand name recognition and
contacts with leading decision makers, referral sources and high caliber
candidates; (ii) enhances H&S's ability to secure other senior level executive
searches and (iii) enables the Company to attract and retain highly qualified
consultants.

Industry Practice Groups and Functional Specialties. H&S's business is
organized around seven core industry practice groups, each focused on a
specific industry. These core industry practice groups are international
technology, industrial, consumer products, financial services, health care,
professional services and higher education/not-for-profit. Certain H&S
consultants also specialize in searches for functional positions such as
members of boards of directors, CEOs, CFOs and CIOs. The Company believes that
its operational structure provides its clients with superior executive search
services by enabling its consultants to successfully build relationships with
candidates and referral sources and to understand its clients' cultures,
operations, business strategies and industries. These factors are critical to
understanding clients' and candidates' needs and ultimately to the successful
placement of a candidate. The Company's industry practice groups and
functional specialties emphasize H&S's consultative approach and are designed
to build and maintain long-term relationships with its clients.

Global Support Platform. The Company's consultants work with a team of more
than 360 associates, as of June 30, 1998, all of whom have access to a
sophisticated global technology infrastructure. This technology infrastructure
consists of internally developed proprietary global databases containing over
650,000 candidate profiles and over 27,000 company records, coupled with a
broad range of on-line services and industry reference sources. H&S also
deploys advanced Internet-based technology to support the research needs of
the Company's professionals. The Company believes that its global support
structure enables its professionals to complete searches efficiently and
effectively. Given the importance of technology to the search process, H&S is
continuing to improve its information management infrastructure by
implementing its Integrated Global Information System ("IGIS"), an ongoing
strategic technology initiative. IGIS is designed to enhance the
functionality, speed and quality of the Company's information management. See
"--Assignment Research and Information Management."

48
<PAGE>

GROWTH STRATEGY

Expand and Develop Client Relationships. The Company continually seeks to
expand its relationships with existing clients and to develop new client
relationships. The Company accomplishes this by continuing to (i) aggressively
pursue the highest level executive search assignments, (ii) expand the breadth
and depth of its industry practice groups and functional specialties, (iii)
offer services across a broadening range of geographic locations by
strategically opening offices in cities where H&S is not currently located and
(iv) actively recruit consultants who have the demonstrated ability to expand
the Company's client base. Historically, the Company has successfully expanded
its client base and generated repeat business from existing clients. For
example, H&S had approximately 1,800 clients in 1995 and approximately 2,600
in 1997. Of the clients for which the Company performed searches in 1997, 77%
had also been clients of the firm between 1994 and 1996. As appropriate, H&S
will strategically open new offices in cities where it is not currently
located in order to serve the needs of its clients and plans to open one or
two offices in each of the next several years. Between 1995 and 1997,
including through acquisitions, the Company added 21 offices and 117
consultants.

Pursue Strategic Acquisitions. The executive search industry is highly
fragmented, consisting of more than 4,000 executive search firms worldwide.
The industry has been consolidating in recent years as a number of smaller
firms have joined with larger firms in the industry, such as H&S, in order to
gain the benefits of superior managerial, financial and technological
resources. The Company maintains a focused acquisition strategy designed to
acquire executive search firms with complementary corporate cultures in order
to increase its penetration in existing and new geographic markets and expand
the depth and breadth of its industry practice groups and functional
specialties. The Company has completed a number of strategic acquisitions
worldwide that are consistent with its acquisition strategy. See "--Recent
Acquisitions."

Enhance Executive Search Professional Productivity. The Company believes
that its consultants generate one of the highest levels of average revenue per
consultant in the industry. H&S's consultants generated an average revenue per
consultant of $1.2 million in the U.S. in 1997 as compared to $809,000 for the
average of the other nine of the largest ten U.S. executive search firms. H&S
believes that its infrastructure can be leveraged to allow for increases in
the productivity of its executive search professionals. Specifically, the
Company expects that its IGIS initiative will enable H&S's professionals to
access a greater amount of information sources more quickly and to perform
more sophisticated search functions to help them identify candidates more
efficiently and effectively. IGIS will provide the Company with a scalable
technology infrastructure that will support a significant number of additional
users without significant incremental costs.

SERVICES

H&S provides executive search services exclusively on a retained basis for a
broad range of clients, including Fortune 500 companies, major non-U.S.
companies, middle market and emerging growth companies, governmental and not-
for-profit organizations and other leading private and public entities.

The H&S executive search process typically consists of the following steps:
(i) analyze the client's needs in order to (a) determine the required set of
skills for the position, (b) understand its organizational structure,
relationships and culture, (c) define the required experience and (d) identify
the other characteristics necessary for the successful candidate; (ii) prepare
a written position specification that outlines the responsibilities of the
position, qualifications required of the ideal candidate, and criteria for
success; (iii) share the written specification with (a) other H&S consultants
with relevant industry and functional expertise to pinpoint referral sources
and candidates and (b) the research team which will identify candidates from a
broad range of sources; (iv) identify candidates; (v) interview and evaluate
candidates on the basis of experience and potential cultural fit with the
client organization; (vi) present confidential written reports on the
candidates who most closely fit the position

49
<PAGE>

specification; (vii) schedule a mutually convenient meeting between the client
and each candidate; (viii) collect references on the final candidate and (ix)
assist in structuring of the compensation package and supporting the
successful candidate's integration into the client team.

COMPANY ORGANIZATION

The Company's operational structure is designed to provide high quality
executive search services to its clients worldwide. The Company organizes its
team of executive search consultants by (i) industry practice groups, (ii)
functional specialties and (iii) geography, through its network of offices. On
a given search assignment, the Company will generally utilize the expertise of
consultants in more than one of its offices, industry practice groups and
functional specialties. For example, an executive search for a CIO of a
financial services company located in London may involve an executive search
consultant in London with an existing relationship with the client, another
executive search consultant in New York with expertise in the financial
services practice group and a third executive search consultant in Menlo Park
with expertise in CIO recruiting. By combining consultants with varying
geographic, industry and functional expertise, the Company believes that it
can best ensure the successful completion of executive search assignments for
its clients.

Industry Practice Groups. The Company's business is organized around seven
core industry practice groups, each focused on a particular industry. These
core industry practice groups and their relative sizes, as measured by
revenues, are as follows:

<TABLE>
<CAPTION>
PERCENTAGE OF
INDUSTRY PRACTICE GROUP 1997 REVENUE
----------------------- -------------
<S> <C>
International Technology.................................... 24%
Financial Services.......................................... 20
Industrial.................................................. 19
Consumer Products........................................... 18
Health Care................................................. 9
Professional Services....................................... 5
Higher Education/Not-for-Profit............................. 1
Other....................................................... 4
---
100%
</TABLE>

Consultants from each of these industry practice groups can be located in
any one of the Company's offices. Certain markets have a significant
concentration of companies within particular industry sectors, and the Company
has staffed its offices accordingly. For example, the Company's financial
services practice group has its largest concentration of consultants in New
York and London, the two largest financial centers in the world. Each industry
practice group is coordinated by a Practice Managing Partner who (i)
establishes marketing and search strategies, (ii) identifies focused accounts
and target clients and (iii) facilitates and assists the marketing activities
of the consultants in the group. The Company believes that this operational
structure provides its clients with superior services by enabling its
consultants to successfully build relationships with candidates and referral
sources within particular industries and to understand its clients'
operations, business strategies and industry dynamics and company culture. H&S
believes that these factors are critical to the successful placement of a
candidate.

Functional Specialties. H&S recognizes that the task of searching for
candidates for certain executive positions often requires specialized skills
in much the same way as a search for an executive in a particular industry. As
a result, certain H&S consultants specialize in searches for particular
positions such as a board of directors member, CEO, CFO or CIO. Typically, a
consultant in a particular industry practice group who receives an assignment
for a given functional position will consult with one or more colleagues with
the appropriate functional expertise throughout the search assignment. This
coordination benefits the Company's clients because the best candidate for
certain functional positions often will come from a different industry. For
example, a client

50
<PAGE>

in the industrial sector seeking a new CIO may benefit from exposure to a
candidate whose background is in the health care sector, even though that
candidate may be less well known by the members of H&S's industrial practice
group. Since the Company's functional specialists tend to have experience with
appropriate candidates from many different industries, they can bring
experience from a range of industry practice groups to the assignment.

Global Network. H&S is a major executive search presence through its global
network of 54 offices located in 28 counties, and offers and conducts
executive searches in nearly every major business center in the world. Each
office is managed by an Office Managing Partner and staffed with consultants,
associates, administrative assistants and other support staff. While central
administrative functions are provided by the Chicago office, each region has
or will have its own regional manager as well as research and support
functions.

The following listing sets forth the regions, countries and locations where
HSI and H&S Inc. currently maintain offices:

<TABLE>
<CAPTION>
REGION COUNTRY LOCATION
- ------------- ------------- -----------------
<S> <C> <C>
North America United States Atlanta, GA
Boston, MA
Charlotte, NC
Chicago, IL
Cleveland, OH
Dallas, TX
Greenwich, CT
Houston, TX
Irvine, CA
Jacksonville, FL
Los Angeles, CA
Menlo Park, CA
Miami, FL
New York, NY
Philadelphia, PA
Route 128, MA
San Francisco, CA
Tysons Corner, VA
Washington, DC
Canada Toronto
Asia Pacific Australia Sydney
Hong Kong Hong Kong
Japan Tokyo
Singapore Singapore
Latin America Argentina Buenos Aires
Brazil Sao Paulo
Chile Santiago
Mexico Mexico City
Peru Lima
Venezuela Caracas
</TABLE>
<TABLE>
<CAPTION>
REGION COUNTRY LOCATION
- ------ --------------- ------------------
<S> <C> <C>
Europe Belgium Brussels
Czech Republic Prague
Denmark Copenhagen
Finland Helsinki
France Paris
Germany Berlin
Dresden
Dusseldorf
Frankfurt
Hamburg
Munich (2 offices)
Italy Milan
Rome
The Netherlands Amsterdam
Norway Oslo
Poland Warsaw
Portugal Lisbon
Russia Moscow
Spain Barcelona
Madrid
Sweden Stockholm
Switzerland Zurich
United Kingdom London
</TABLE>

North America

H&S Inc. has 19 offices in the United States and one in Canada and, as of
June 30, 1998, employed a total of 168 consultants in the region.
Approximately 60% of the Company's worldwide revenues in 1997 were generated
in the United States and Canada. The largest offices in the North American
region in terms of revenues are New York, Menlo Park and Chicago. The New York
office is a leader of the financial services practice, the Menlo Park office
is the center of the Company's international technology practice, and the
Chicago office has a

51
<PAGE>

diverse practice which includes a significant concentration of consultants in
the industrial and health care practices.

Europe

HSI has 24 offices in 16 European countries and, as of June 30, 1998,
employed 127 consultants in the region. Approximately 32% of the Company's
worldwide revenues in 1997 were generated in Europe. The Company's offices in
Germany, the United Kingdom and France generate the highest revenues of the
H&S offices in the region. The markets in Germany and the United Kingdom are
the two largest executive search markets in Europe, and the Company has a
strong market position in both of these countries. In 1997, H&S believes that
(with the inclusion of Mulder) it generated more revenue than any other
executive search firm in Germany, and, as measured by revenues, was the fourth
largest in the United Kingdom. The German practice grew significantly with
H&S's 1997 acquisition of Mulder, and presently there are seven H&S offices in
Germany. See "--Recent Acquisitions." The United Kingdom office is a leader in
financial services placement, largely serving the needs of multinational
British financial enterprises based in the City of London.

Asia Pacific

H&S Inc. has offices in Sydney, Hong Kong, Tokyo and Singapore and, as of
June 30, 1998, employed 21 consultants in the Asia Pacific region.
Approximately 5% of the Company's worldwide revenues in 1997 were generated in
the Asia Pacific region. The focus of the Company in the Asia Pacific region
is to serve the regional needs of multinational corporations headquartered in
the United States and Europe.

Latin America

H&S Inc. has six offices and, as of June 30, 1998, employed 15 consultants
in Latin America. Approximately 3% of the Company's worldwide revenues in 1997
were generated in the Latin American region. Similar to the Company's focus in
the Asia Pacific region, the focus of the Company in the Latin American region
is to serve the regional needs of multinational corporations headquartered in
the United States and Europe.

CLIENTS AND MARKETING

The Company has a diverse group of clients in a variety of industries
located throughout the world, including Fortune 500 companies, major non-U.S.
companies, middle market and emerging growth companies, governmental and not-
for-profit organizations and other leading private and public entities. No
single client accounted for over 2% of the Company's revenues in 1997.
Historically, the Company has been successful both in adding to its client
base and in generating repeat business from existing clients. For example, H&S
was engaged by approximately 1,800 clients in 1995 and approximately 2,600 in
1997, and, of the clients for which the Company performed searches in 1997,
77% had also been clients of the firm between 1994 and 1996.

The Company's consultants market the firm's executive search services
through two principal means: (i) targeted client calling and (ii) industry
networking with clients and referral sources. These efforts are assisted by
the Company's databases which provide all H&S consultants with up to date
information as to contacts made by their colleagues with particular referral
sources, candidates and clients.

In addition to its active marketing, the Company benefits from a significant
number of referrals generated by its reputation for successfully completed
assignments. To build on this advantage, H&S seeks to develop an enhanced
awareness of the Heidrick & Struggles brand name. As a result of its efforts,
H&S is more frequently invited to make presentations to prospective clients,
often competing for executive search engagements with major competitors in the
industry. In 1997, H&S succeeded in obtaining executive search engagements
from a majority of the presentations in which it participated. The Company
publishes a quarterly leadership journal, The Art of Taking Charge, which is
distributed to senior executives, featuring interviews with business leaders
and publicizes the Company's brand name.

52
<PAGE>

One of the limitations of the firm's marketing is the existence or
anticipated existence of blocking arrangements. Either by agreement with
clients or for client relations purposes, executive search firms frequently
refrain from recruiting employees of a client, and possibly other entities
affiliated with that client, for a specified period of time (generally not
more than one year). See "Risk Factors--Restrictions Imposed by Blocking
Arrangements." H&S actively manages its blocking arrangements and seeks to
mitigate adverse effects of blocking by strengthening its long-term
relationships with focused accounts. Additionally, in recent years market
conditions and industry practices have resulted in blocking arrangements that
are becoming narrower in scope and shorter in duration.

ASSIGNMENT RESEARCH AND INFORMATION MANAGEMENT

The Company's technology infrastructure consists of internally developed
global databases containing over 650,000 candidate profiles and over 27,000
company records, coupled with a broad range of on-line services and industry
reference sources. H&S's professionals use the Company's information
technology infrastructure to (i) gather business intelligence regarding
clients' businesses, industries, competitors and strategies, (ii) develop and
manage company and candidate profiles, (iii) identify market needs and new
business opportunities and (iv) coordinate and implement marketing,
communication, financial and administrative functions. The Company believes
that its global support structure allows its professionals to complete
searches efficiently and effectively. Given the importance of technology to
the search process, H&S is continuing to improve its information management
infrastructure by implementing IGIS. IGIS is designed to enhance the
functionality, speed and quality of the Company's information management.

IGIS represents a long-term strategic initiative for the deployment of
technology and is designed to support rapid growth of the Company. Phase I of
IGIS will upgrade the Company's financial management systems and the H&S
search system and is expected to be operational in the second quarter of 1999.
A PeopleSoft based financial management system will provide a fully integrated
worldwide accounting and financial reporting system. An Oracle-based search
system will allow H&S consultants to more efficiently and effectively manage
complex search assignments, while keeping them informed about client and
candidate contacts. The IGIS upgrades will also enhance the ease and speed of
use and information processing on the Internet, one of the Company's most
valuable information tools. The Company uses Internet technology in three
primary ways: (i) as an external source of information through the broad range
of online information resources, (ii) through the Company's intranet, as a
tool for organizing and accessing its internally generated information,
including H&S's proprietary databases and (iii) through the Company's
extranet, Heidrick.com, as a means of connecting clients and candidates on a
secure network where each can review information about the other. Phase II of
IGIS will deploy refinements to the financial and search systems as well as
new systems to provide tailored automated data reporting and financial and
operating information to the Company's senior managers.

The Company's information technology infrastructure, including IGIS, is
overseen by a technology management team led by H&S's Managing Partner of
Global Technology. Among other services, this team provides the Company's
employees with coordinated training programs. To address issues of data
security associated with increasing remote database access, the Company uses
password protection and conducts regular security audits. In addition, the
Company currently utilizes video-conferencing technology in many of its
locations. This technology facilitates candidate interviews and presentations
to client search committee members in different locations. The Company intends
to continue to develop its technology infrastructure as its and its clients'
needs evolve.

PROFESSIONAL STAFF AND EMPLOYEES

As of June 30, 1998, H&S had 1,295 full time employees, of which 331 were
consultants, 361 were associates and 603 were corporate and support staff. In
each of the last five years, no consultant accounted for any material portion
of the Company's revenues. H&S is not a party to any collective bargaining
agreement and considers relations with its employees to be good. H&S Inc.'s
and HSI's executive search professionals are categorized either as consultants
or associates. Associates assist consultants by performing research and other
functions.

53
<PAGE>

COMPETITION

The executive search industry is highly competitive. It is estimated that
there are more than 4,000 executive search firms worldwide. There are
relatively few barriers to entry and new competitors frequently enter the
market. While H&S faces competition to some degree from all firms in the
industry, the Company believes its most direct competition comes from other
retained search firms. In particular, H&S competes with the largest global
search firms: Korn/Ferry International, Russell Reynolds Associates, Inc.,
SpencerStuart & Associates and Egon Zehnder International. To a lesser extent,
H&S also faces competition from smaller boutique or specialty firms that
specialize in certain regional markets or industry segments. Each firm with
which H&S competes is also a competitor in seeking to attract the most
effective consultants. In the Company's experience, the executive search
business is more quality-sensitive than price-sensitive. As a result, H&S
competes on the level of service it offers, reflected by its industry practice
groups, functional specialties and client focus, and, ultimately, on the
quality of its search results.

RECENT STRATEGIC ACQUISITIONS AND ALLIANCE

Over the past year, H&S Inc. and HSI have successfully completed the
strategic acquisition of two executive search firms:

Fenwick. On June 26, 1998, H&S Inc. acquired Fenwick, a Boston-based
executive search firm which employed nine consultants and had fiscal 1997
revenues of $6.4 million. This transaction expanded the reach of H&S's
international technology group into a third key technology center in the
United States. Fenwick, based in the "Route 128" technology corridor in
Massachusetts, complements the Company's existing offices in Menlo Park,
California and Tysons Corner, Virginia which also focus on senior level
recruitment for computer hardware and software, telecommunications,
engineering and medical electronics companies.

Mulder. On October 1, 1997, HSI acquired Mulder which employed 13
consultants. Prior to the acquisition, Mulder was the largest executive search
firm in Germany, as measured by revenues, with $21.8 million in revenues for
the nine months ended September 30, 1997. This transaction immediately
positioned the Company as the largest executive search firm in Germany and the
second largest in Europe.

Redelinghuys. On August 31, 1998, the Company entered into an alliance with
Redelinghuys & Partners, a senior executive search firm with offices in
Capetown and Johannesburg in the Republic of South Africa. The alliance
consists of a licensing agreement as well as a transfer fee sharing agreement
and allows the Company to expand its services to its clients to the African
continent.

FACILITIES

The Company leases all of its office locations. The aggregate square footage
of office space under such leases is approximately 433,830. The leases for
these offices call for future minimum lease payments of approximately $100
million and have terms which will expire between 1998 and 2013 years
(exclusive of renewal options exercisable by H&S). H&S believes that its
facilities are adequate for its current needs and that it will not have
difficulty leasing additional office space to satisfy anticipated future
needs.

INSURANCE

H&S maintains insurance in such amounts and with such coverages and
deductibles as management believes are adequate. The principal risks that H&S
insures against are professional liability, workers' compensation, personal
injury, bodily injury, property damage and fidelity losses. There can be no
assurance that the Company's insurance will adequately protect it from
potential losses and liabilities. See "Risk Factors--Executive Search
Liability Risk."

LEGAL PROCEEDINGS

From time to time the Company has been involved in litigation incidental to
its business. H&S currently is not a party to any litigation the adverse
resolution of which, in management's opinion, would be likely to have a
material adverse effect on the Company's business, financial condition or
results of operations.

54
<PAGE>

MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS

The Company's Board of Directors initially will have eleven members, eight
of whom will be employees of the Company, and three of whom (to be named
later) will be outside directors. In accordance with the Certificate of
Incorporation, the members of the Board of Directors will be divided into
three classes and will be elected for a term of office expiring at the third
succeeding annual shareholders' meeting following their election to office or
until a successor is duly elected and qualified. The Certificate of
Incorporation also provides that such classes shall be as nearly equal in
number as possible. The terms of office of the Class I, Class II, and Class
III directors expire at the annual meeting of stockholders in 2001, 2000, and
1999, respectively. The employee directors and executive officers of the
Company will be as follows:

<TABLE>
<CAPTION>
NAME AGE POSITION WITH COMPANY DIRECTOR CLASS
- ---- --- --------------------- --------------
<S> <C> <C> <C>
Patrick S. Pittard...... 52 President and Chief Executive Officer,
Director
Gerard Clery-Melin...... 53 Chairman of the Board of Directors
Donald M. Kilinski...... 38 Chief Financial Officer and Treasurer
Richard D. Nelson....... 58 Chief Administrative Officer,
Secretary, and Assistant Treasurer
Gerard R. Roche......... 67 Senior Chairman, Director
David C. Anderson....... 56 North America Managing Partner, Director
Thomas J. Friel......... 50 Asia Pacific Managing Partner, Director
David B. Kixmiller...... 48 Director
Dr. Jurgen B. Mulder.... 60 Vice Chairman, Director
Dr. John C. Viney....... 50 Vice Chairman, Director
</TABLE>

PATRICK S. PITTARD will be President and Chief Executive Officer of the
Company and a member of the Board of Directors of the Company after the
Merger. He has been President and Chief Executive Officer of H&S Inc. since
1997 and has been a member of the Board of Directors of H&S Inc. since 1986.
Since joining H&S Inc. in 1983, Mr. Pittard has held the positions of Office
Managing Partner for the Atlanta and Jacksonville offices and North America
Managing Partner. Mr. Pittard is also a member of the Board of Directors of
Jefferson Pilot Corporation.

GERARD CLERY-MELIN will be the Chairman of the Board of Directors of the
Company after the Merger. He joined HSI in 1978, served as President of
European Operations from 1980 until 1984, and has been President and Chief
Executive Officer since 1984. He has been a member of the Board of Directors
of HSI since 1978.

DONALD M. KILINSKI will be Chief Financial Officer and Treasurer of the
Company after the Merger. He has been Chief Financial Officer of H&S Inc.
since he joined H&S Inc. in 1997, and has been Chief Financial Officer and
Treasurer of HSI since 1998. Prior to joining H&S Inc., Mr. Kilinski was Chief
Financial Officer of BBDO Asia Pacific Ltd. from September 1995 to April 1997,
and Vice President of Finance of BBDO Worldwide from July 1992 to August 1995
and from April 1997 through November 1997.

RICHARD D. NELSON will be Chief Administrative Officer, Secretary and
General Counsel of the Company after the Merger. He joined H&S Inc. in 1981,
has been Chief Administrative Officer, Secretary and General Counsel of H&S
Inc. since 1981 and was Chief Financial Officer from 1981 until 1997. He was
Treasurer of

55
<PAGE>

HSI from 1980 until 1989, and then became Assistant Treasurer. He has also
been Secretary and a member of the Board of Directors of HSI since 1980.

GERARD R. ROCHE will be Senior Chairman and a member of the Board of
Directors of the Company after the Merger. Mr. Roche joined H&S Inc. in 1964,
and has been a member of the Board of Directors of H&S Inc. since 1970. He is
also a member of the Board of Directors for Gulfstream Aerospace Corporation.

DAVID C. ANDERSON will be North America Managing Partner and a member of the
Board of Directors of the Company after the Merger. Mr. Anderson has been the
Office Managing Partner of H&S Inc.'s Dallas office since joining the firm in
1992 and the North America Managing Partner since 1998. He has been a member
of the Board of Directors of H&S Inc. since 1992.

THOMAS J. FRIEL will be Managing Partner for Asia Pacific and a member of
the Board of Directors of the Company after the Merger. Since joining H&S Inc.
in 1979, Mr. Friel has served as Office Managing Partner of H&S Inc.'s Menlo
Park office, Worldwide Practice Managing Partner for the International
Technology Practice and since 1992 has been Managing Partner for Asia Pacific.

DAVID B. KIXMILLER will be a member of the Board of Directors of the Company
after the Merger. Mr. Kixmiller joined H&S Inc. in 1984 and was Office
Managing Partner of the Menlo Park Office from 1991 until 1998. He has been a
member of the Board of Directors of H&S Inc. since 1987.

DR. JURGEN B. MULDER will be Vice Chairman and a Director of the Company
after the Merger. He has been Vice Chairman of HSI since 1997. Prior to
joining HSI in 1997, Dr. Mulder was a Partner in Mulder & Partner GmbH & Co.
KG., the firm he founded in 1978.

DR. JOHN C. VINEY will be Vice Chairman and Practice Managing Partner for
the Global Board of Directors Practice of the Company after the Merger. Dr.
Viney joined HSI in 1985 and previously served as Office Managing Partner for
the London office. He has been a member of the Board of Directors of HSI since
1987.

COMMITTEES

Audit Committee. The Company will establish an Audit Committee consisting of
. The duties of the Audit
Committee are generally to recommend to the Board of Directors the selection
of independent auditors to audit annually the books and records of the
Company, to review the activities and the reports of the Company's independent
auditors and to report the results of such review to the Board of Directors.
The Audit Committee also periodically reviews the activities of the Company's
audit staff and the adequacy of the Company's internal controls.

Compensation Committee. The Company will establish a Compensation Committee
consisting of . The duties of the Compensation Committee are generally
to review employment, development, reassignment and compensation matters
involving corporate officers and such other executive level associates as may
be appropriate, including, without limitation, issues relative to salary,
bonus, stock options and other incentive arrangements.

DIRECTOR COMPENSATION

Each member of the Company's Board of Directors who is not also an employee
of the Company will be entitled to receive a annual fee of $ and a
$ fee for each Board of Directors meeting attended. None of the
directors who are also employees of the Company will receive any compensation
for their services as directors. The Company will reimburse out-of-pocket
expenses incurred by all directors in attending Board of Directors and
committee meetings.

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<PAGE>

EXECUTIVE COMPENSATION

The following table sets forth the compensation awarded or paid to, or
earned by, the Chief Executive Officer of H&S Inc. and HSI and each of H&S
Inc.'s and HSI's other two most highly compensated executive officers during
1997.

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM COMPENSATION
--------------------------------- ---------------------------------
AWARDS PAYOUTS
---------------------- ----------
OTHER
ANNUAL RESTRICTED SECURITIES LONG-TERM ALL OTHER
COMPEN- STOCK UNDERLYING INCENTIVE COMPEN-
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($) SATION AWARD(S)($) OPTIONS(#) PAYOUTS($) SATION($)
- --------------------------- ---- --------- ---------- ------- ----------- ---------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Patrick S. Pittard,
President and Chief
Executive Officer of
H&S Inc................ 1997 $496,833 $1,070,000 -- -- -- -- $13,675
Gerard Clery-Melin,
President and Chief
Executive Officer of
HSI.................... 1997 218,532 823,794 -- -- -- -- --
Richard D. Nelson, Chief
Administrative Officer,
Secretary and Counsel
of H&S Inc............. 1997 425,000 525,000 -- -- -- -- 15,902
</TABLE>

Mr. Pittard and Mr. Nelson have agreements with H&S Inc. providing for
severance benefits. Mr. Pittard's agreement entitles him to 12 months of his
monthly base salary if he is terminated without cause. Mr. Nelson's agreement
entitles him to 6 months of his monthly base salary and the pro rata portion
of his bonus if his employment is terminated for any reason.

1998 HEIDRICK & STRUGGLES GLOBALSHARE PLAN

Prior to the Offering, the Company will adopt the 1998 Heidrick & Struggles
GlobalShare Plan I (the "GlobalShare Plan I") which will serve as a means to
attract, reward, and retain selected partners, principals, consultants, key
employees and Directors ("Participants") of the Company and its subsidiaries.
Prior to the Offering, the Company will also adopt the 1998 Heidrick &
Struggles GlobalShare Plan II (the "GlobalShare Plan II" and, together with
the GlobalShare Plan I, the "GlobalShare Plan") which will serve as a means to
attract, reward and retain independent contractors of the Company and its
subsidiaries. The terms of each of the GlobalShare Plan I and the GlobalShare
Plan II are identical.

The maximum number of shares of Common Stock reserved for issuance under the
GlobalShare Plan is , subject to adjustment for certain anti-
dilution provisions. The maximum number of shares of Common Stock for which
awards may be granted during a calendar year to any Participant is
. To date, except for awards granted in connection with the
Employee Share Purchase described under the caption "Special Investment
Opportunity" below, there have been no awards or grants made under the
GlobalShare Plan.

Awards may be in the form of options, which may be Incentive Stock Options
("ISOs") or non-qualified stock options; stock appreciation rights ("SARs")
granted as a means to exercise options or designated portions thereof, or as
independent awards; or other awards that are valued in whole or in part by
reference to, or are otherwise based on, the fair market value of shares.
Awards may be paid in shares, cash or a combination thereof.

57
<PAGE>

Administration. The GlobalShare Plan will be administered by the
Compensation Committee or the Board of Directors (the "Committee"). The
Committee will have the authority to select the participants to be granted
awards under the plan, determine the size and terms of an award, and determine
the time when grants of awards will be made. The Committee is authorized to
interpret the plan, establish, amend and rescind any rules and regulations
relating to the plan, and make any other determinations that it deems
necessary or desirable for the administration of the plan.

Options. An option may be granted as an ISO, as defined in the Internal
Revenue Code of 1986, as amended, or as a non-qualified stock option, as
determined by the Committee and as set forth in any applicable award
agreement. The option price per share of Common Stock will be determined by
the Committee. Options granted under the GlobalShare Plan will be exercisable
at such time and upon such terms and conditions as may be determined by the
Committee, but in no event will an option be exercisable more than ten years
after the date it is granted.

SARs. The Committee may grant an SAR in conjunction with an option or
designated portion thereof at the time the related option is granted or at any
time prior to the exercise or cancellation of the related option. The exercise
price shall be an amount determined by the Committee, but in no event will
such amount be less than the greater of (i) the fair market value of a share
of Common Stock on the date the SAR is granted or, in the case of an SAR
granted in conjunction with an option, or a portion thereof, the option price
of the related option, and (ii) an amount permitted by applicable laws, rules,
by-laws, or policies of regulatory authorities or stock exchanges.

Upon the exercise of an SAR, the Participant will be entitled to receive,
with respect to each share of Common Stock to which such SAR relates, an
amount in cash and/or shares of Common Stock, as the case may be, equal to the
excess of (i) the fair market value of a share on the date of exercise over
(ii) the exercise price of the SAR. The Committee may impose conditions upon
the exercisability of SARs.

Other share-based awards. The Committee may grant, in its sole discretion,
other awards of shares of Common Stock and Awards that are valued in whole or
in part by reference to, or are otherwise based on the fair market value of,
shares of Common Stock ("Other Share-Based Awards"). Certain of such Other
Share-Based Awards ("Performance-Based Awards") may be granted on the basis of
performance of the Company, stock price, market share, sales, earnings per
share, return on equity, costs or other performance goals approved by the
Committee.

Exercise of awards. Except as otherwise provided in the plan or in an
applicable award agreement, an award may be exercised for all, or any part, of
the shares of Common Stock for which it is then exercisable. The purchase
price for the shares of Common Stock as to which an award is exercised shall
be paid to the Company in full at the time of exercise (i) in cash, (ii) in
shares of Common Stock having a fair market value equal to the aggregate
option price for the shares of Common Stock being purchased and satisfying
such other requirements as may be imposed by the Committee, (iii) partly in
cash and partly in such shares of Common Stock, (iv) through the withholding
of shares of Common Stock (which would otherwise be delivered to the
Participant) with an aggregate fair market value on the exercise date equal to
the aggregate option price or (v) through the delivery of irrevocable
instructions to a broker to deliver promptly to the Company an amount equal to
the aggregate option price for the shares of Common Stock being purchased, in
each case, at the election of the Participant.

Transferability. Except to the extent provided by the Committee, each award
will be non-transferable during the lifetime of the Participant, otherwise
than by will or by the laws of descent and distribution.

Termination, amendment and term. The Board of Directors may suspend, amend
or terminate the plan, in whole or in part. No amendment may be made without
approval of the shareholders, however, if such approval is required by
applicable law. Furthermore, no amendment, suspension or termination of the
Plan may, without the consent of a Participant, impair any of the rights or
obligations existing under any award previously granted

58
<PAGE>

to such Participant under the Plan. No new awards may be granted under the
GlobalShare Plan after the tenth anniversary of the plan's adoption.

Adjustments. In the event of any change in the outstanding shares of Company
Stock by reason of any Company Stock dividend or split, reorganization,
recapitalization, merger, consolidation, spin-off, combination or exchange of
shares of Common Stock or other corporate exchange, or any distribution to
stockholders of shares of Common Stock other than regular cash dividends, the
Committee, in its sole discretion, may make such substitution or adjustment as
it deems to be equitable to any affected terms of such awards. In the event of
a change in control of the Company (as defined in the plan) the Committee, in
its sole discretion, may take such actions as it deems appropriate, including,
without limitation, acceleration or cancellation (in return for cash payment)
of awards, or issuance of substitute awards.

Special Investment Opportunity. Participants who purchase shares of Common
Stock from the Company pursuant to the Employee Share Purchase will receive an
award of stock options and/or restricted share units or shares of restricted
stock at varying levels depending upon the Participant's position within the
Company and the number of shares purchased. However, such individuals will not
receive any options, restricted stock units or shares of restricted stock for
any portion of the Participant's share purchase that exceeds a fixed dollar
amount established for each Participant which may or may not be determined as
a percentage of that Participant's 1997 cash compensation. Stock options,
restricted stock units and shares of restricted stock granted in conjunction
with the Employee Share Purchase will vest upon nine years of continued
employment, but may be forfeited prior to vesting, at the Committee's
discretion, upon a termination of employment or other specified events.
Vesting can be accelerated to as early as five years from the date of grant
assuming continued employment, the achievement of pre-established stock
ownership guidelines and ongoing ownership of the shares purchased pursuant to
the Employee Share Purchase.

INSIDER PARTICIPATION IN COMPENSATION DECISIONS

Prior to the Offering, the Company did not have a compensation committee.
The Company will establish a Compensation Committee no member of which will be
an insider of the Company.

59
<PAGE>

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the beneficial
ownership of the Common Stock as of December 31, 1997 by (i) directors of the
Company, (ii) each of the named executive officers of the Company, (iii) each
person known by the Company to be the beneficial owner of 5% or more of the
outstanding shares of Common Stock and (iv) all of the Company's directors and
executive officers as a group. Unless otherwise indicated, the Company
believes that the beneficial owner has sole voting and investment power over
such shares. The table does not reflect the potential sale of additional
shares if the Underwriters' over-allotment options are exercised. The table
also does not reflect the purchase of any shares pursuant to the GlobalShare
Plan. The percentage ownership has been calculated based on shares of
Common Stock outstanding as of .

<TABLE>
<CAPTION>
NAME AND ADDRESS OF OWNERSHIP COMMON STOCK OWNERSHIP
BENEFICIAL OWNER(1) BEFORE OFFERING BEING SOLD AFTER OFFERING
------------------- -------------------- ------------ --------------------
SHARES OF PERCENT OF SHARES OF PERCENT OF
COMMON COMMON COMMON COMMON
STOCK STOCK HELD STOCK STOCK HELD
--------- ---------- --------- ----------
<S> <C> <C> <C> <C> <C>
Patrick S. Pittard......
Gerard Clery-Melin......
Donald M. Kilinski......
Richard D. Nelson.......
Gerard R. Roche.........
All directors and
executive officers of
the Company as a group
( persons)...........
Heidrick & Struggles,
Inc....................
</TABLE>
- --------
* Represents holdings of less than one percent.
(1) Each of such person's business address is 233 South Wacker Drive--Suite
4200, Chicago, IL 60606.

60
<PAGE>

COMPARISON OF STOCKHOLDER RIGHTS

The rights of the holders of HSI's Class A Common Stock and Class B Common
Stock are currently governed by the restated Certificate of Incorporation of
HSI, as amended (the "HSI Certificate of Incorporation"), the restated Bylaws
of HSI (the "HSI Bylaws") and the DGCL. The rights of the holders of H&S Inc.
Common Stock are presently governed by the Certificate of Incorporation of H&S
Inc., as amended (the "H&S Inc. Certificate of Incorporation"), the Bylaws of
H&S Inc. (the "H&S Inc. Bylaws") and the DGCL. In connection with the
Recapitalizations, the authorized number of shares of Class A Common Stock
will be increased to , the authorized number of shares of Class B Common
Stock will be increased to and the authorized number of shares of H&S Inc.
Common Stock will be increased to . In connection with the Merger, holders
of H&S Inc. Common Stock and Class A Common Stock will become stockholders of
the Company and the rights of such former H&S Inc. stockholders and the rights
of former HSI stockholders will be governed by the HSI Certificate of
Incorporation which will be amended pursuant to the Merger Agreement to read
in its entirety as Annex I to the Merger Agreement (the "Amended Certificate
of Incorporation"), the HSI Bylaws as amended (the "Amended Bylaws") and the
DGCL. Following the Effective Time, the Board of Directors of the Company will
amend and restate the HSI Bylaws in a form agreed to in advance by HSI and H&S
Inc. The Amended Certificate of Incorporation is attached as Annex I to the
Merger Agreement which is Annex A to this Joint Consent Statement/Prospectus.

The following summary which does not purport to be a complete statement of
the differences among the H&S Inc. Certificate of Incorporation and H&S Inc.
Bylaws, the HSI Certificate of Incorporation and the HSI Bylaws and the
Amended Certificate of Incorporation and the Amended Bylaws, is qualified in
its entirety by reference to the full text of each of such documents and the
DGCL.

COMMON STOCK

Following the Recapitalizations and the Merger, the Amended Certificate of
Incorporation will authorize shares of Common Stock, without par
value. Following the Merger, the Amended Certificate of Incorporation will no
longer provide for Class A Common Stock or Class B Common Stock. Stockholders
will be entitled to one vote per share on all matters to be voted upon by the
stockholders. The holders of Common Stock will not have cumulative voting
rights in the election of directors. Holders of Common Stock will be entitled
to receive dividends if, as and when dividends are declared from time to time
by the Company's Board of Directors out of funds legally available therefor,
after payment of dividends required to be paid on outstanding preferred stock
(as described below), if any. In the event of liquidation, dissolution or
winding up of the Company, the holders of Common Stock will be entitled to
share ratably in all assets remaining after payment of liabilities and accrued
but unpaid dividends and liquidation preferences on any outstanding Preferred
Stock of the Company. The shares of Common Stock will have no preemptive or
conversion rights and will not be subject to further calls or assessment by
the Company. There will be no redemption or sinking fund provisions applicable
to the Common Stock. The Company Common Stock will be duly authorized, validly
issued, fully paid and non-assessable.

CLASSIFIED BOARD OF DIRECTORS

Section 141(d) of the DGCL provides that a corporation's board of directors
may be divided into various classes with staggered terms of offices. The HSI
Certificate of Incorporation provides for two Classes of Directors, Class A
and Class B, whose terms of offices are not staggered. The holders of the
shares of Class A Common Stock and the holders of the shares of Class B Common
Stock, voting together, have the right to elect that number of the total
number of HSI's directors in excess of two (the "Class A Directors") and the
holders of the shares of Class B Common Stock, voting separately, have the
right to elect the remaining two directors (the "Class B Directors"). The H&S
Inc. Certificate of Incorporation does not provide for a classified board.

Pursuant to the Amended Certificate of Incorporation, the Company's Board of
Directors will be divided into three classes of directors, with the classes to
be as nearly equal in number as possible. As a result,

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approximately one-third of the Board of Directors will be elected each year.
The classification of directors will have the effect of making it more
difficult for stockholders to change the composition of the Company's Board of
Directors. The Company believes that a classified Board of Directors will help
to assure the continuity and stability of the Board of Directors and the
Company's business strategies and policies, since a majority of the Directors
at any given time will have had prior experience as Directors of the Company.
The Company believes that this in turn will permit the Board of Directors to
represent more effectively the interests of stockholders.

With a classified Board of Directors, at least two annual meetings of
stockholders, instead of one, will generally be required to effect a change in
a majority of the members of the Board of Directors. As a result, the
classification of the Board of Directors of the Company may discourage proxy
contests for the election of Directors, unsolicited tender offers or purchases
of a substantial block of the Common Stock because it could prevent a
potential acquiror from obtaining control of the Board of Directors in a
relatively short period of time.

NUMBER OF DIRECTORS; FILLING VACANCIES ON THE BOARD OF DIRECTORS

The HSI Bylaws provide that the number of directors shall be seven and shall
from time to time be determined by resolution either by the stockholders or
the board of directors, but may not be less than four. The H&S Inc. Bylaws
provide that the Board of Directors consist of not less than three nor more
than one hundred forty directors as determined by majority vote or by
unanimous written consent of either the Board of Directors or the Executive
Committee of the Board of Directors.

The HSI Bylaws provide that if there is a vacancy or new directorship
created by any increase in the number of directors, if such vacancy is in the
office of a Class A Director, a majority of the Class A Directors and Class B
Directors then in office, though less than a quorum, or if such vacancy is in
the office of a Class B Director a majority of the Class B Directors then in
office, though less than a quorum, may fill such a vacancy. The H&S Inc.
Bylaws provide that if there are no directors in office an election may be
held or if the directors in office do not constitute a majority of the whole
board, the Court of Chancery may order an election to fill such vacancies,
upon application of a stockholder or stockholders holding at least ten percent
of the H&S Inc. Common Stock. Vacancies and newly created directorships may be
filled by a majority of directors then in office though less than a quorum or
by a sole remaining director.

The Amended Certificate of Incorporation provides that the number of
directors will be fixed from time to time exclusively pursuant to a resolution
adopted by directors constituting a majority of the total number of directors
that the Company would have if there were no vacancies on the Board of
Directors, but must consist of not more than twelve nor less than nine
directors. The Amended Certificate of Incorporation provides that, subject to
the rights of holders of any shares of Preferred Stock, any vacancy in the
Board of Directors that results from an increase in the number of Directors
may be filled only by a majority of the Directors then in office, provided
that a quorum is present, and any other vacancy may be filled by a majority of
the Directors then in office, even if less than a quorum, or by the sole
remaining Director. Accordingly, these provisions could temporarily prevent
any stockholder from obtaining majority representation on the Board of
Directors by enlarging the Board of Directors and filling the new
Directorships with its own nominees.

REMOVAL OF DIRECTORS

The DGCL provides generally, that any director may be removed, with or
without cause, by the holders of a majority of the shares then entitled to
vote, unless such corporation's certificate of incorporation provides
otherwise or in certain situations in which such board of directors is
classified or such certificate of incorporation provides for cumulative
voting. The HSI Bylaws provide that the holders of a majority of the
outstanding shares of Class A Common Stock and Class B Common Stock, acting
together, may remove a Class A Director, without cause, at any time, and that
the holders of a majority of the outstanding shares of Class B Common Stock
acting alone, may remove a Class B director without cause at any time. The H&S
Inc. Bylaws and H&S Inc. Certificate of Incorporation are silent on the
removal of directors and therefore the DGCL governs their removal.

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The Amended Certificate of Incorporation and the Amended Bylaws provide that
directors may be removed only for cause and only upon the affirmative vote of
holders of at least 75% of the voting power of all the then outstanding shares
of stock entitled to vote generally in the election of directors, voting
together as a single class. This provision delays stockholders who do not
agree with the policies of the Board of Directors from replacing Directors,
unless they can demonstrate that the Directors should be removed for cause and
obtain the requisite vote. Such a delay may help ensure that the Company's
Board of Directors, if confronted with a proxy contest or an unsolicited
proposal for an extraordinary corporate transaction, will have sufficient time
to review the proposal and appropriate alternatives to the proposal and to act
in what it believes is the best interest of the Company's stockholders.

STOCKHOLDERS ACTION

The HSI Bylaws and the H&S Inc. Bylaws provide that unless otherwise
provided in their respective certificates of incorporation, any action
required or which may be taken at any annual or special meeting of such
stockholders may be taken by written consent in lieu of a meeting.

The Amended Certificate of Incorporation and the Amended Bylaws provide
that, subject to the rights of any holders of Preferred Stock to elect
additional directors under specified circumstances, stockholder action can be
taken only at an annual or special meeting of stockholders and may not be
taken by written consent in lieu of a meeting. The Amended Bylaws provide that
to elect additional directors under specified circumstances, special meetings
of stockholders can be called only by the Board of Directors, pursuant to a
resolution adopted by a majority of the total number of directors.
Stockholders are not permitted to call a special meeting or to require that
the Board of Directors call a special meeting of stockholders. Moreover, the
business permitted to be conducted at any special meeting of stockholders is
limited to the business brought before the meeting pursuant to the notice of
meeting given by the Company. The provisions of the Company's Amended
Certificate of Incorporation prohibiting action by written consent without a
meeting and the provisions of the Company's Bylaws governing the calling of
and matters considered at special meetings may have the effect of delaying
consideration of a stockholder proposal until the next annual meeting. These
provisions would also prevent the holders of a majority of the voting power of
the outstanding shares of stock entitled to vote generally in the election of
Directors from using the written consent procedure to take stockholder action
and from taking action by written consent without giving all the stockholders
entitled to vote on a proposed action the opportunity to participate in
determining such proposed action at a meeting.

ADVANCE NOTICE PROCEDURES

Unlike the Bylaws of HSI and H&S Inc., the Amended Bylaws establish an
advance notice procedure for stockholders to make nominations of candidates
for election as directors, or bring other business before an annual meeting of
stockholders of the Company (the "Stockholders Notice Procedure"). The
Stockholders Notice Procedure provides that only persons who are nominated by,
or at the direction of, the Board of Directors, or by a stockholder who has
given timely written notice to the Secretary of the Company prior to the
meeting at which directors are to be elected, will be eligible for election as
directors of the Company. The Stockholders Notice Procedure also provides that
at an annual meeting only such business may be conducted as has been brought
before the meeting by, or at the direction of, the Chairman of the Board of
Directors or by a stockholder who has given timely written notice to the
Secretary of the Company of such stockholder's intention to bring such
business before such meeting. Under the Stockholders Notice Procedure, for
notice of stockholder nominations to be made at an annual meeting to be
timely, such notice must be received by the Company not less than 60 days nor
more than 90 days prior to the first anniversary of the previous year's annual
meeting (or, if the date of the annual meeting is advanced by more than 30
days or delayed by more than 60 days from such anniversary date, not earlier
than the 90th day prior to such meeting and not later than the later of (x)
the 60th day prior to such meeting and (y) the 10th day after public
announcement of the date of such meeting is first made). Notwithstanding the
foregoing, in the event that the number of directors to be elected is
increased and there is no public announcement naming all of the nominees for
director or specifying the size of the increased Board of Directors made by
the Company at least 70 days prior to the first anniversary of the preceding
year's annual

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meeting, a stockholder's notice will be timely, but only with respect to
nominees for any new positions created by such increase, if it is received by
the Company not later than the 10th day after such public announcement is
first made by the Company. Under the Stockholders Notice Procedure, for notice
of a stockholder nomination to be made at a special meeting at which directors
are to be elected to be timely, such notice must be received by the Company
not earlier than the 90th day before such meeting and not later than the later
of (x) the 60th day prior to such meeting and (y) the 10th day after the
public announcement of the date of such meeting is first made. In addition,
under the Stockholders Notice Procedure, a stockholder's notice to the Company
proposing to nominate a person for election as a director or relating to the
conduct of business other than the nomination of directors must contain
certain specified information. If the Chairman of the Board of Directors or
other officer presiding at a meeting determines that a person was not
nominated, or other business was not brought before the meeting, in accordance
with the Stockholders Notice Procedure, such person will not be eligible for
election as a director, or such business will not be conducted at such
meeting, as the case may be. By requiring advance notice of nominations by
stockholders, the Notice of Meeting Provision will afford the Board of
Directors a meaningful opportunity to consider the qualifications of the
proposed nominees and, to the extent deemed necessary or desirable by the
Board of Directors, to inform the stockholders about such qualifications. By
requiring advance notice of proposed business, the Notice of Meeting Proposal
Provision will provide the Board of Directors with a meaningful opportunity to
inform stockholders, prior to such meeting, of any business proposed to be
conducted at such meeting, together with any recommendation or statement of
the Board of Directors' position as to action to be taken with respect to such
business, so as to enable stockholders better to determine whether they desire
to attend such a meeting or to grant a proxy to the Board of Directors as to
the disposition of any such business. Although the Company's Bylaws do not
give the Board of Directors any power to approve or disapprove stockholder
nominations for the election of Directors or proposals for action, they may
have the effect of precluding a contest for the election of Directors or the
consideration of stockholder proposals if the proper procedures are not
followed, and of discouraging or deterring a third party from conducting a
solicitation of proxies to elect its own slate of Directors or to approve its
proposal without regard to whether consideration of such nominees or proposals
might be harmful or beneficial to the Company and its stockholders.

LIABILITY OF DIRECTORS; INDEMNIFICATION

Section 145 of the DGCL permits a corporation to indemnify officers,
directors, employees and agents for actions taken in good faith and in a
manner they reasonably believed to be in, or not opposed to, the best
interests of the corporation, and with respect to any criminal action, which
they had no reasonable cause to believe was unlawful.

Both the HSI Bylaws and the H&S Inc. Bylaws contain provisions requiring
each such corporation to indemnify a director, if he acted in good faith and
in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation and with respect to any criminal action or
proceeding had no reasonable cause to believe that his conduct was unlawful.
Each of HSI and H&S Inc. is required to indemnify a director in any action
brought by or in the right of the corporation, if he acted in good faith and
in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, provided that no indemnification shall be made
in respect of a claim or matter as to which such person shall have been
adjudged liable for negligence or misconduct in the performance of his duty to
the corporation, unless and only to the extent the Court of Chancery or other
court in which such action was brought, shall determine upon application, that
despite the adjudication of liability such person is fairly and reasonably
entitled to indemnity for such expenses as such court shall deem proper.
Indemnification described above shall be made by such corporation only upon a
determination that indemnification is proper because he has met the applicable
standard of conduct. Such determination shall be made (i) by each respective
board of directors by a majority vote of a quorum consisting of directors who
were not parties to such action, suit or proceeding, or (ii) if such a quorum
is not obtainable or, even if obtainable, a quorum of disinterested directors
so directs, by independent legal counsel in a written opinion, or (iii) by the
stockholders of HSI or H&S Inc., as the case may be.

The Amended Certificate of Incorporation provides that a director will not
be personally liable for monetary damages to the Company or its stockholders
for breach of fiduciary duty as a director, except for liability (i) for any
breach of the director's duty of loyalty to the Company or its stockholders,
(ii) for acts or omissions not in

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good faith or which involve intentional misconduct or a knowing violation of
law, (iii) for paying a dividend or approving a stock repurchase or redemption
in violation of Section 174 of the DGCL or (iv) for any transaction from which
the director derived an improper personal benefit. The Amended Certificate of
Incorporation also provides that each current or former director, officer,
employee or agent of the Company, or each such person who is or was serving or
who had agreed to serve at the request of the Company as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise (including the heirs, executors, administrators or estate of
such person), will be indemnified by the Company to the full extent permitted
by the DGCL, as the same exists or may in the future be amended (but, in the
case of any such amendment, only to the extent that such amendment permits the
Company to provide broader indemnification rights than said law permitted the
Company to provide prior to such amendment). The Amended Certificate of
Incorporation also specifically authorizes the Company to enter into
agreements with any person providing for indemnification greater or different
than that provided by the Amended Certificate of Incorporation.

RESTRICTIONS ON AMENDMENT

The DGCL provides that to amend a certificate of incorporation, a board of
directors must adopt a resolution setting forth the amendment proposal and
then call either a special meeting of the stockholders or consider the
proposal at the next annual meeting or if permitted by such certificate of
incorporation to approve such amendment by written consent. The DGCL also
provides that the stockholders, and if provided in the charter, the directors
are entitled to amend the Bylaws.

Both the HSI Certificate of Incorporation and the H&S Inc. Certificate of
Incorporation provide that the respective certificates of incorporation of HSI
and H&S Inc. may be amended in the manner prescribed by the DGCL. The HSI
Bylaws provide that the HSI Bylaws may be amended by the HSI Board at any
regular meeting or a special meeting, if notice of the proposed amendment is
contained in the notice of such special meeting, provided that in no event may
the section relating to the number of directors be amended, to reduce the
number of directors to less than four or the manner of electing Class A and
Class B directors or the number of class of directors required for action by
the Board be altered. The HSI Bylaws may be amended in any respect or repealed
by a majority vote of the holders of the Class A common stock and a majority
vote of the holders of Class B Common Stock, voting separately at any annual
or special meeting of stockholders.

The H&S Inc. Certificate of Incorporation also expressly authorizes the H&S
Inc. Board to adopt, amend or repeal the H&S Inc. Bylaws and the H&S Inc.
Bylaws provide that the H&S Inc. Board or holders of H&S Inc. Common Stock may
do so at any regular or special meeting.

The Company's Amended Certificate of Incorporation provides that the
approval of holders of at least 75% of the voting power entitled to vote
generally in the election of Directors, voting together as a single class, is
required to adopt any Amended Certificate of Incorporation provision
inconsistent with or to alter, amend or repeal the provisions of the Company's
Amended Certificate of Incorporation classifying the Board of Directors;
governing the removal of directors; establishing the minimum and maximum
number of members of the Board of Directors; eliminating the ability of
stockholders to act by written consent; authorizing the Board of Directors to
consider the interests of clients and other customers, creditors, employees
and other constituencies of the Corporation and its subsidiaries and the
effect upon communities in which the Corporation and its subsidiaries do
business, in evaluating proposed corporate transactions; establishing the
Board of Directors' authority to issue, without a vote or any other action of
the stockholders, any or all authorized shares of stock of the Corporation,
securities convertible into or exchangeable for any authorized shares of stock
of the Corporation and warrants, options or rights to purchase, subscribe for
or otherwise acquire shares of stock of the Corporation for any such
consideration and on such terms as the Board of Directors in its discretion
lawfully may determine and authorizing that the Bylaws of the Corporation may
establish procedures regulating the submission by stockholders of nominations
and proposals for consideration at meetings of stockholders of the
Corporation. In addition, the Company's Amended Certificate of Incorporation
provides that the approval of the Board of Directors or the affirmative vote
of the holders of 75% of the voting power entitled to vote generally in the
election of Directors, voting together as a single class, is required to
alter, amend or repeal the above provisions of the Company's Amended
Certificate of Incorporation or to adopt any provision of the Amended
Certificate of

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Incorporation inconsistent with such provisions or to alter, amend or repeal
certain provisions of the Company's Bylaws or to adopt any provision of the
Bylaws inconsistent with such provisions.

PREFERRED STOCK

Unlike the HSI Certificate of Incorporation and the H&S Inc. Certificate of
Incorporation, the Amended Certificate of Incorporation authorizes shares
of preferred stock. Subject to the Amended Certificate of Incorporation and
applicable law, the authority of the Company's Board of Directors with respect
to each series of preferred stock, includes but is not limited to the
authority to generally determine the following: the designation of such
series, the number of shares initially constituting such series and whether to
increase or decrease such number of shares, dividend rights and rates, terms
of redemption and redemption prices, liquidation preferences, voting rights,
conversion rights, whether a sinking fund will be provided for the redemption
of the shares of such series (and, if so, the terms and conditions thereof)
and whether a purchase fund shall be provided for the shares of such series
(and, if so, the terms and conditions thereof).

The Company believes that the availability of the preferred stock will
provide increased flexibility in structuring possible future financings and
acquisitions and in meeting other corporate needs that might arise. Having
such authorized shares available for issuance will allow the Company to issue
shares of preferred stock without the expense and delay of a special
stockholders' meeting. The authorized shares of preferred stock, as well as
shares of Common Stock, will be available for issuance without further action
by the stockholders, unless such action is required by applicable law or the
rules of any stock exchange on which the Company's securities may be listed.
The Company's Board of Directors will have the power (subject to applicable
law) to issue a series of preferred stock that could, depending on the terms
of such series, impede the completion of a merger, tender offer or other
takeover attempt. For instance, subject to applicable law, such series of
preferred stock might impede a business combination by including class voting
rights that would enable the holder to block such a transaction. The Company's
Board of Directors will make any determination to issue such shares based on
its judgment as to the best interests of the Company and its stockholders. The
Company's Board of Directors, in so acting, could issue preferred stock having
terms which could discourage an acquisition attempt or other transaction that
some, or a majority of the stockholders might believe to be in their best
interest or in which stockholders might receive a premium for their stock over
the then market price of such stock.

THE DELAWARE GENERAL CORPORATION LAW

The Company is a Delaware corporation subject to Section 203 of the DGCL.
("Section 203"). Section 203 provides in general that a stockholder acquiring
more than 15% of the outstanding voting stock of a corporation subject to
Section 203 (an "Interested Stockholder") but less than 85% of such stock may
not engage in certain Business Combinations (as defined in Section 203) with
the corporation for a period of three years subsequent to the date on which
the stockholder became an Interested Stockholder unless (i) prior to such date
the corporation's board of directors approved either the Business Combination
or the transaction in which the stockholder became an Interested Stockholder
or (ii) the Business Combination is approved by the corporation's board of
directors and authorized by a vote of at least 66 2/3% of the outstanding
voting stock of the corporation not owned by the Interested Stockholder. A
"Business Combination" includes mergers, asset sales and other transactions
resulting in financial benefit to a stockholder. Section 203 could prohibit or
delay mergers or other takeover or change of control attempts with respect to
the Company and, accordingly, may discourage attempts that might result in a
premium over the market price for the shares held by stockholders.

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CERTAIN UNITED STATES FEDERAL TAX CONSEQUENCES

The following discussion is a summary of the material U.S. federal income
tax consequences of the exchange of H&S Inc. Common Stock for Company Common
Stock pursuant to the Merger. The discussion which follows is based on the
Code, Treasury regulations promulgated thereunder, administrative rulings and
pronouncements and judicial decisions, all as of the date hereof and all of
which are subject to change, possibly with retroactive effect. The discussion
below is for general information only and does not address the effects of any
state, local or non-U.S. tax laws on the Merger. In addition, the discussion
below relates to persons who hold H&S Inc. Common Stock as a capital asset.
The tax treatment of an H&S Inc. stockholder may vary depending upon such
stockholder's particular circumstances, and certain stockholders may be
subject to special rules not discussed below.

Consummation of the Merger is conditioned upon the receipt by H&S Inc. and
HSI of an opinion from Kramer, Levin, Naftalis & Frankel dated the Closing
Date that the Merger will constitute a reorganization within the meaning of
Section 368 of the Code. Such opinion of counsel will be based on facts
existing as of the Effective Time and on certain representations as to factual
matters made by H&S Inc. and HSI. If such representations are untrue or
incorrect in certain material respects, the conclusions reached in the opinion
may no longer be correct. Neither H&S Inc. nor HSI is currently aware of any
facts or circumstances which would cause any such representations made to
counsel to be untrue or incorrect in any material respect. An opinion of
counsel is not binding on the Internal Revenue Service or the courts.

Based on the opinion discussed above, the material U.S. federal income tax
consequences that will result from the Merger are as follows:

1. No gain or loss will be recognized by an H&S Inc. stockholder upon the
exchange of his, her or its H&S Inc. Common Stock for Company Common Stock,
except that an H&S Inc. stockholder who receives cash proceeds in lieu of a
fractional share interest in Company Common Stock will recognize gain or
loss equal to the difference between such proceeds and the tax basis
allocated to the fractional share interest. Such gain or loss will
constitute capital gain or loss and will be long-term capital gain or loss
if such stockholder's shares of H&S Inc. Common Stock have been held for
more than one year at the Effective Time.

2. The tax basis of the Company Common Stock received by an H&S Inc.
stockholder will be the same as such stockholder's tax basis in the H&S
Inc. Common Stock surrendered in exchange thereof decreased by the tax
basis allocated to any fractional share interest exchanged for cash.

3. The holding period of the Company Common Stock received by an H&S Inc.
stockholder will include the period during which the H&S Inc. Common Stock
surrendered in exchange therefor was held.

4. No gain or loss will be recognized by H&S Inc. or HSI as a result of
the Merger.

THE FOREGOING DISCUSSION IS INTENDED ONLY AS A SUMMARY AND DOES NOT PURPORT TO
BE A COMPLETE ANALYSIS OR LISTING OF ALL POTENTIAL TAX EFFECTS RELEVANT TO A
DECISION WHETHER TO VOTE IN FAVOR OF APPROVAL OF THE MERGER AND THE MERGER
AGREEMENT. H&S INC. STOCKHOLDERS ARE URGED TO CONSULT THEIR OWN ADVISORS
CONCERNING THE UNITED STATES FEDERAL, STATE AND LOCAL AND NON-U.S. TAX
CONSEQUENCES OF THE MERGER TO THEM.

LEGAL MATTERS

Kramer, Levin, Naftalis & Frankel will deliver an opinion concerning certain
federal income tax consequences of the Merger. See "Certain Federal Income Tax
Consequences of the Merger." Simpson Thacher & Bartlett will deliver an
opinion on the legality of the Company Common Stock.

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EXPERTS

The Consolidated Financial Statements and Schedule of H&S Inc. as of
December 31, 1996 and 1997, and for each of the years in the three-year period
ended December 31, 1997 included in this Registration Statement have been
audited by Arthur Andersen LLP, independent public accountants, as indicated
in their report with respect thereto, and are included herein in reliance upon
the reports of said firm and the authority of said firm as experts in
accounting and auditing.

The Consolidated Financial Statements of HSI as of December 31, 1996 and
1997 and for each of the years in the three-year period ended December 31,
1997 included in this Registration Statement have been audited by Barbier
Frinault & Associes (Arthur Andersen), independent public accountants, as
indicated in their report with respect thereto, and are included herein in
reliance upon the reports of said firm and the authority of said firm as
experts in accounting and auditing.

The Consolidated Statements of Income and Cash Flows of Mulder for each of
the years in the two-year period ended December 31, 1996 and the nine-month
period ended September 30, 1997 included in this Registration Statement have
been audited by Arthur Andersen LLP, independent public accountants, as
indicated in their report with respect thereto, and are included herein in
reliance upon the reports of said firm and the authority of said firm as
experts in accounting and auditing.

ADDITIONAL INFORMATION

HSI has filed with the Securities and Exchange Commission (the "Commission")
a Registration Statement on Form S-4 (herein, together with all amendments and
exhibits thereto, referred to as the "Registration Statement") under the
Securities Act with respect to the registration of the Common Stock offered
hereby. This Prospectus, which constitutes a part of the Registration
Statement, omits certain information contained in the Registration Statement
as permitted by the rules and regulations of the Commission. Statements
contained herein concerning the provisions of any contract, agreement or other
document are not necessarily complete, and, in each instance, reference is
made to the copy of such document filed as an exhibit to the Registration
Statement for a more complete description of the matter involved, and each
such statement is qualified in its entirety by such reference. The
Registration Statement, including the exhibits and schedules filed therewith,
may be inspected at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 and at the
regional offices of the Commission located at 7 World Trade Center, Suite
1300, New York, New York 10048 and Citicorp Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661. Copies of such materials may be obtained
from the Public Reference Section of the Commission, 450 Fifth Street, N.W.,
Washington, D.C. 20549 at prescribed rates. The Commission maintains a Web
site at http://www.sec.gov containing reports, proxy and information
statements and other information regarding registrants that file
electronically with the Commission.

Neither H&S Inc. nor HSI is currently subject to the informational
requirements of the Securities and Exchange Act of 1934 (the "Exchange Act").
Financial and other information about H&S Inc., HSI and their subsidiaries is
not publicly available other than as set forth in this Joint Consent
Statement/Prospectus and other than as set forth in the Registration Statement
on Form S-1 filed on July 24, 1998. As a result of the Offering, the Company
will become subject to the informational requirements of the Exchange Act. The
Company will fulfill its obligations with respect to such requirements by
filing periodic reports with the Commission. In addition, the Company will
furnish its stockholders with annual reports containing audited financial
statements certified by its independent accountants and quarterly reports for
the first three quarters of each fiscal year containing unaudited summary
financial information.

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HEIDRICK & STRUGGLES, INC. AND SUBSIDIARIES

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Report of Independent Public Accountants.................................. F-2
Consolidated Balance Sheets as of December 31, 1996 and 1997 and
(unaudited) as of March 31, 1998......................................... F-3
Consolidated Statements of Income and Comprehensive Income For the Years
Ended December 31, 1995, 1996 and 1997 and (unaudited) for the Three
Months Ended March 31, 1997 and 1998..................................... F-5
Consolidated Statements of Stockholders' Equity For the Years Ended
December 31, 1995, 1996 and 1997 and (unaudited) for the Three Months
Ended March 31, 1998..................................................... F-6
Consolidated Statements of Cash Flows For the Years Ended December 31,
1995, 1996 and 1997 and (unaudited) for the Three Months Ended March 31,
1997 and 1998............................................................ F-7
Notes to Consolidated Financial Statements................................ F-8
</TABLE>

HEIDRICK & STRUGGLES INTERNATIONAL, INC. AND SUBSIDIARIES

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Report of Independent Public Accountants.................................. F-17
Consolidated Balance Sheets as of December 31, 1996 and 1997 and
(unaudited) as of March 31, 1998......................................... F-18
Consolidated Statements of Income and Comprehensive Income For the Years
Ended December 31, 1995, 1996 and 1997 and (unaudited) for the Three
Months Ended March 31, 1997 and 1998..................................... F-19
Consolidated Statements of Stockholders' Equity For the Years Ended
December 31, 1995, 1996 and 1997 and (unaudited) for the Three Months
Ended March 31, 1998..................................................... F-20
Consolidated Statements of Cash Flows For the Years Ended December 31,
1995, 1996 and 1997 and (unaudited) for the Three Months Ended March 31,
1997 and 1998............................................................ F-21
Notes to Consolidated Financial Statements................................ F-22
</TABLE>

MULDER & PARTNER GMBH & CO. KG AND SUBSIDIARIES

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Report of Independent Public Accountants................................. F-29
Consolidated Statements of Income and Comprehensive Income For the Years
Ended December 31, 1995 and 1996 and for the Nine Months Ended September
30, 1997................................................................ F-30
Consolidated Statements of Cash Flows For the Years Ended December 31,
1995 and 1996 and the Nine Months Ended September 30, 1997.............. F-31
Notes to Consolidated Financial Statements............................... F-32
</TABLE>

F-1
<PAGE>

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Board of Directors of
Heidrick & Struggles, Inc. and Subsidiaries:

We have audited the accompanying consolidated balance sheets of HEIDRICK &
STRUGGLES, INC. AND SUBSIDIARIES (a Delaware corporation) as of December 31,
1996 and 1997, and the related consolidated statements of income,
stockholders' equity and cash flows for each of the three years in the period
ended December 31, 1997. These financial statements are the responsibility of
the Company'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 audits 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 financial position of Heidrick & Struggles, Inc.
and Subsidiaries as of December 31, 1996 and 1997, and the results of their
operations and their cash flows for each of the three years in the period
ended December 31, 1997, in conformity with generally accepted accounting
principles.

Arthur Andersen LLP

Chicago, Illinois
July 19, 1998

F-2
<PAGE>

HEIDRICK & STRUGGLES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE FIGURES)

<TABLE>
<CAPTION>
DECEMBER 31,
----------------- MARCH 31,
1996 1997 1998
------- -------- -----------
(UNAUDITED)
<S> <C> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents..................... $ 7,171 $ 10,074 $ 14,944
Accounts receivable--
Trade, less allowances for doubtful accounts
of $1,925, $3,276, and $3,932 at December
31, 1996 and 1997 and March 31, 1998,
respectively................................ 27,184 38,349 39,152
Other........................................ 843 1,384 1,333
Notes receivable.............................. 273 193 297
Notes receivable from affiliate............... -- -- 5,148
Prepaid expenses.............................. 976 1,265 1,465
Deferred income taxes......................... 5,293 7,045 7,144
------- -------- --------
Total current assets........................ 41,740 58,310 69,483
------- -------- --------
PROPERTY AND EQUIPMENT:
Leasehold improvements........................ 5,894 6,724 7,068
Office furniture and fixtures................. 8,168 9,588 7,485
Computer equipment and software............... 7,500 8,368 8,552
Automobiles................................... 727 853 932
System development costs...................... -- 1,243 3,620
------- -------- --------
22,289 26,776 27,657
Less--Accumulated depreciation and
amortization................................. (8,850) (11,334) (10,224)
------- -------- --------
Property and equipment, net................. 13,439 15,442 17,433
------- -------- --------
OTHER ASSETS:
Cash and investments designated for
nonqualified retirement plan................. 5,791 10,439 12,023
Investment in Heidrick & Struggles
International, Inc........................... 6,413 6,780 6,439
Deferred income taxes......................... 1,260 2,921 2,551
------- -------- --------
Total other assets.......................... 13,464 20,140 21,013
------- -------- --------
Total assets.................................. $68,643 $ 93,892 $107,929
======= ======== ========
</TABLE>

The accompanying notes to consolidated financial statements are an integral
part of these statements.

F-3
<PAGE>

HEIDRICK & STRUGGLES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE FIGURES)

<TABLE>
<CAPTION>
DECEMBER 31,
--------------- MARCH 31,
1996 1997 1998
------- ------- -----------
(UNAUDITED)
<S> <C> <C> <C>
CURRENT LIABILITIES:
Short-term debt.................................. $ -- $ 3,500 $ 5,148
Current maturities of long-term debt............. 490 808 808
Accounts payable................................. 1,734 2,909 2,700
Accrued expenses--
Salaries and employee benefits.................. 12,916 17,806 31,468
Profit sharing and retirement................... 1,538 2,732 933
Rent............................................ 1,833 1,817 1,851
Other........................................... 1,425 3,028 2,844
Income taxes payable............................. 1,176 942 141
------- ------- ---------
Total current liabilities...................... 21,112 33,542 45,893
------- ------- ---------
LONG-TERM DEBT, LESS CURRENT MATURITIES............ 993 1,636 1,601
------- ------- ---------
LIABILITY FOR NONQUALIFIED RETIREMENT PLANS........ 7,165 11,108 12,142
------- ------- ---------
COMMITMENTS AND CONTINGENT LIABILITIES.............
MANDATORILY REDEEMABLE COMMON STOCK:
Common stock, $1 par value, 500,000 shares
authorized and issued at December 31, 1996 and
1997 and March 31, 1998; 166,512, 173,024 and
173,024 shares outstanding at December 31, 1996
and 1997 and March 31, 1998, respectively, at
book value...................................... 39,373 47,606 48,293
------- ------- ---------
Total liabilities and mandatorily redeemable
common stock.................................. $68,643 $93,892 $ 107,929
======= ======= =========
</TABLE>

The accompanying notes to consolidated financial statements are an integral
part of these statements.

F-4
<PAGE>

HEIDRICK & STRUGGLES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(IN THOUSANDS, EXCEPT SHARE FIGURES)

<TABLE>
<CAPTION>
TWELVE MONTHS ENDED THREE MONTHS
DECEMBER 31, ENDED MARCH 31,
---------------------------- ----------------
1995 1996 1997 1997 1998
-------- -------- -------- ------- -------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
REVENUE........................ $108,685 $137,665 $180,244 $39,973 $45,937
OPERATING EXPENSES:
Salaries and employee
benefits.................... 77,215 98,272 125,308 28,693 34,761
General and administrative
expenses.................... 20,853 28,681 42,991 9,840 10,349
-------- -------- -------- ------- -------
Total operating expenses... 98,068 126,953 168,299 38,533 45,110
-------- -------- -------- ------- -------
Operating income........... 10,617 10,712 11,945 1,440 827
-------- -------- -------- ------- -------
NON-OPERATING INCOME (EXPENSE):
Interest income.............. 1,156 1,385 1,586 146 155
Interest expense............. (207) (180) (150) (29) (56)
Other........................ 108 (94) 486 70 (364)
-------- -------- -------- ------- -------
Net non-operating income
(expense)................. 1,057 1,111 1,922 187 (265)
-------- -------- -------- ------- -------
EQUITY IN NET INCOME (LOSS) OF
AFFILIATE..................... 778 775 367 150 (341)
-------- -------- -------- ------- -------
Income before income taxes
.......................... 12,452 12,598 14,234 1,777 221
PROVISION FOR INCOME TAXES..... 6,094 6,149 7,589 887 106
-------- -------- -------- ------- -------
Net income................. $ 6,358 $ 6,449 $ 6,645 $ 890 $ 115
======== ======== ======== ======= =======
BASIC EARNINGS PER COMMON
SHARE......................... $ 40.08 $ 39.64 $ 39.29 $ 5.40 $ 0.67
======== ======== ======== ======= =======
WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING................... 158,661 162,718 169,161 164,920 173,115
======== ======== ======== ======= =======
DILUTED EARNINGS PER COMMON
SHARE......................... $ 40.08 $ 39.64 $ 39.29 $ 5.40 $ 0.67
======== ======== ======== ======= =======
DILUTED WEIGHTED AVERAGE COMMON
SHARES OUTSTANDING............ 158,661 162,718 169,168 164,920 173,139
======== ======== ======== ======= =======
Net income..................... $ 6,358 $ 6,449 $ 6,645 $ 890 $ 115
======== ======== ======== ======= =======
Other comprehensive income
(loss), before tax:
Foreign currency translation
adjustment.................. (92) (465) (956) 292 80
Unrealized gain (loss) on
available-for-sale
investments................. -- 188 1,110 (36) 908
-------- -------- -------- ------- -------
Other comprehensive income
(loss), before tax............ (92) (277) 154 256 988
-------- -------- -------- ------- -------
Income tax benefit (expense)
related to items of other
comprehensive income (loss)... 39 116 (64) (108) (415)
-------- -------- -------- ------- -------
Other comprehensive income
(loss), net of tax............ (53) (161) 90 148 573
-------- -------- -------- ------- -------
Comprehensive income........... $ 6,305 $ 6,288 $ 6,735 $ 1,038 $ 688
======== ======== ======== ======= =======
</TABLE>

The accompanying notes to consolidated financial statements are an integral
part of these statements.

F-5
<PAGE>

HEIDRICK & STRUGGLES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(IN THOUSANDS, EXCEPT SHARE FIGURES)

<TABLE>
<CAPTION>
ACCUMULATED
OTHER
COMMON STOCK TREASURY STOCK COMPRE- COMPRE-
-------------- PAID-IN ------------------ RETAINED HENSIVE HENSIVE
SHARES AMOUNT CAPITAL SHARES AMOUNT EARNINGS INCOME INCOME TOTAL
------- ------ ------- -------- -------- -------- ----------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
BALANCE AT DECEMBER 31,
1994.................. 500,000 $500 $ 6,492 (338,715) $(10,082) $3,026 $ 64 $ --
Treasury stock
transactions--
Stock sold............ -- -- 1,591 12,870 441 -- -- 2,032
Stock repurchased..... -- -- -- (14,770) (2,455) -- -- (2,455)
Comprehensive income
Net income............ -- -- -- -- -- 6,358 -- $6,358 6,358
------
Other comprehensive
income, net of tax
Foreign currency
translation
adjustment......... -- -- -- -- -- -- -- (53) --
------
Other comprehensive
income............... -- -- -- -- -- -- (53) (53) (53)
------
Comprehensive income... 6,305
======
Retained earnings
allocable to
mandatorily redeemable
common stock.......... -- -- -- -- -- (5,882) -- (5,882)
------- ---- ------- -------- -------- ------- ---- -------
BALANCE AT DECEMBER 31,
1995.................. 500,000 500 8,083 (340,615) (12,096) 3,502 11 --
Treasury stock
transactions--
Stock sold............ -- -- 2,381 14,507 543 -- -- 2,924
Stock repurchased..... -- -- -- (7,380) (1,541) -- -- (1,541)
Comprehensive income
Net income............ -- -- -- -- -- 6,449 -- 6,449 6,449
------
Other comprehensive
income, net of tax
Unrealized gain on
available-for-sale
investments........ -- -- -- -- -- -- -- 109 --
Foreign currency
translation
adjustment......... -- -- -- -- -- -- -- (270) --
------
Other comprehensive
income............... -- -- -- -- -- -- (161) (161) (161)
------
Comprehensive income... 6,288
======
Retained earnings
allocable to
mandatorily redeemable
common stock.......... -- -- -- -- -- (7,671) -- (7,671)
------- ---- ------- -------- -------- ------- ---- -------
BALANCE AT DECEMBER 31,
1996.................. 500,000 500 10,464 (333,488) (13,094) 2,280 (150) --
Treasury stock
transactions--
Stock sold............ -- -- 3,584 18,438 765 -- -- 4,349
Stock repurchased..... -- -- -- (11,926) (2,850) -- -- (2,850)
Comprehensive income
Net income............ -- -- -- -- -- 6,645 -- 6,645 6,645
------
Other comprehensive
income, net of tax
Unrealized gain on
available-for-sale
investments........ -- -- -- -- -- -- -- 644 --
Foreign currency
translation
adjustment......... -- -- -- -- -- -- -- (554) --
------
Other comprehensive
income............... -- -- -- -- -- -- 90 90 90
------
Comprehensive income... 6,735
======
Retained earnings
allocable to
mandatorily redeemable
common stock.......... -- -- -- -- -- (8,234) -- (8,234)
------- ---- ------- -------- -------- ------- ---- -------
BALANCE AT DECEMBER 31,
1997.................. 500,000 500 14,048 (326,976) (15,179) 691 (60) --
Comprehensive income
Net income
(unaudited).......... -- -- -- -- -- 115 -- 115 115
------
Other comprehensive
income, net of tax
Unrealized gain on
available-for-sale
investments
(unaudited)........ -- -- -- -- -- -- -- 527 --
Foreign currency
translation
adjustment
(unaudited)........ -- -- -- -- -- -- -- 46 --
------
Other comprehensive
income (unaudited)... -- -- -- -- -- -- 573 573 573
------
Comprehensive income
(unaudited)........... $ 688
======
Retained earnings
allocable to
mandatorily redeemable
common stock
(unaudited)........... -- -- -- -- -- (688) -- (688)
------- ---- ------- -------- -------- ------- ---- -------
BALANCE AT MARCH 31,
1998 (UNAUDITED)...... 500,000 $500 $14,048 (326,976) $(15,179) $ 118 $513 --
======= ==== ======= ======== ======== ======= ==== =======
</TABLE>

The accompanying notes to consolidated financial statements are an integral
part of these statements.

F-6
<PAGE>

HEIDRICK & STRUGGLES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)

<TABLE>
<CAPTION>
THREE MONTHS
TWELVE MONTHS ENDED ENDED
DECEMBER 31, MARCH 31,
--------------------------- ----------------
1995 1996 1997 1997 1998
------- -------- -------- ------- -------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING
ACTIVITIES
Net income..................... $ 6,358 $ 6,449 $ 6,645 $ 890 $ 115
Adjustments to reconcile net
income to net cash provided by
operating activities:
Depreciation and amortization.. 2,217 2,705 3,417 844 915
Loss on sale of property and
equipment..................... 29 522 50 -- 485
Deferred income taxes.......... 293 (1,327) (3,499) 129 (125)
Equity in net income of
affiliates.................... (778) (775) (367) (150) 341
Accretion of discount on
securities.................... -- (321) -- -- --
Changes in assets and
liabilities:
Trade & other receivables..... (2,411) (7,301) (12,385) (5,246) (6,030)
Prepaid expenses.............. (169) (179) (379) (62) (225)
Accounts payable.............. (329) 348 1,485 (250) (153)
Accrued expenses.............. 611 3,687 8,046 11,921 11,659
Income taxes payable.......... 1,515 (737) (265) (49) (722)
Nonqualified retirement plan
liability.................... 2,135 2,560 3,943 492 1,034
------- -------- -------- ------- -------
Net cash provided by
operating activities........ 9,471 5,631 6,691 8,519 7,294
------- -------- -------- ------- -------
CASH FLOWS FROM INVESTING
ACTIVITIES
Purchases of securities for
nonqualified retirement plan.. -- (5,603) (3,538) (47) (676)
Purchases of property and
equipment..................... (4,136) (6,730) (5,718) (1,623) (3,416)
Proceeds from sales of property
and equipment................. -- 58 65 -- 5
Purchases of marketable
securities.................... (2,376) (10,303) (8,176) (368) --
Proceeds from maturities of
marketable securities......... -- 13,000 8,176 -- --
------- -------- -------- ------- -------
Net cash used in investing
activities.................. (6,512) (9,578) (9,191) (2,038) (4,087)
------- -------- -------- ------- -------
CASH FLOWS FROM FINANCING
ACTIVITIES.....................
Proceeds from long-term debt... -- -- 3,500 -- 5,148
Payments on long-term debt..... (1,213) (1,453) (875) (40) (3,535)
Proceeds from sales of treasury
stock......................... 2,032 2,924 4,349 150 --
Purchases of treasury stock.... (547) (861) (1,014) -- --
------- -------- -------- ------- -------
Net cash provided by
financing activities........ 272 610 5,960 110 1,613
------- -------- -------- ------- -------
EFFECT OF FOREIGN CURRENCY
EXCHANGE RATES ON CASH AND CASH
EQUIVALENTS.................... (278) (88) (557) 515 50
------- -------- -------- ------- -------
NET INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS........... 2,953 (3,425) 2,903 7,106 4,870
Cash and cash equivalents:
Beginning of period............ 7,643 10,596 7,171 7,171 10,074
------- -------- -------- ------- -------
End of period.................. $10,596 $ 7,171 $ 10,074 $14,277 $14,944
======= ======== ======== ======= =======
SUPPLEMENTAL DISCLOSURES OF CASH
FLOW INFORMATION
Cash paid for--
Interest...................... $ 196 $ 221 $ 161 $ 1 $ 18
Income Taxes.................. $ 4,509 $ 7,589 $ 10,874 $ 356 $ 760
======= ======== ======== ======= =======
SUPPLEMENTAL SCHEDULE OF NONCASH
FINANCING AND INVESTING
ACTIVITIES
Unrealized gain (loss) on
available-for-sale
investments................... $ -- $ 188 $ 1,110 $ (36) $ 908
Issuance of notes payable for
the purchase of treasury
stock......................... $ 1,908 $ 680 $ 1,836 $ -- $ --
======= ======== ======== ======= =======
</TABLE>

The accompanying notes to consolidated financial statements are an integral
part of these statements.

F-7
<PAGE>

HEIDRICK & STRUGGLES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
[INFORMATION RELATING TO MARCH 31, 1998 AND 1997 IS UNAUDITED]
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE FIGURES)

1. NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Business

Heidrick & Struggles, Inc. and Subsidiaries (the "Company") are engaged in
providing management consulting and executive search services to clients on a
retained basis. The Company's clients are primarily located throughout North
America, South America and the Pacific Basin.

Principles of Consolidation

The consolidated financial statements include Heidrick & Struggles, Inc. and
its wholly owned subsidiaries. All material intercompany accounts and
transactions have been eliminated in the consolidated financial statements.

Accounting Estimates

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the consolidated financial
statements and accompanying notes. Actual results could differ from those
estimates.

Accounting Pronouncements to be Adopted in 1998

During 1997, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 131, "Disclosures
about Segments of an Enterprise and Related Information," which establishes
new standards for reporting information about operating segments in interim
and annual financial statements. It is effective for annual periods beginning
after December 15, 1997 and will be adopted by the Company as of December 31,
1998. The Company does not expect that adoption of this Standard will not have
an impact on its consolidated financial position or its consolidated results
of operations. However, it is expected that adoption of this Standard will
result in additional footnote disclosure.

During 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and for Hedging Activities," which establishes new standards for
reporting information about derivatives and hedging. It is effective for
periods beginning after June 15, 1999 and will be adopted by the Company as of
January 1, 2000. The Company expects that adoption of this Standard will have
no effect on its consolidated financial position, results of operations or on
disclosures within the consolidated financial statements as they currently do
not engage in the use of derivative instruments or other hedging activities.

Cash and Cash Equivalents

The Company considers all highly liquid debt instruments with a purchased
maturity of three months or less to be cash equivalents.

Concentration of Credit Risk

Financial instruments that potentially expose the Company to concentration
of credit risk consist primarily of accounts receivable. Concentrations of
credit risk with respect to accounts receivable are limited due to the
Company's large number of customers and their dispersion across many different
industries. At December 31, 1997, the Company had no significant
concentrations of credit risk.

F-8
<PAGE>

HEIDRICK & STRUGGLES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

Property and Equipment

Property and equipment are stated at cost. Depreciation and amortization are
computed using the straight-line method over the estimated useful lives of the
assets or, for leasehold improvements, the shorter of the lease term or the
estimated useful life of the asset, as follows:

<TABLE>
<S> <C>
Office furniture and fixtures................................... 10 years
Computer equipment and software................................. 3-5 years
Automobiles..................................................... 3 years
</TABLE>

Depreciation for financial statement purposes for the years ended December
31, 1995, 1996 and 1997 and the three months ended March 31, 1997 and 1998
totaled $2,217, $2,705, $3,417, $844, and $915, respectively. Depreciation is
calculated for tax purposes using accelerated methods.

System Development Costs

In accordance with Statement of Position No. 98-1, "Accounting for the Costs
of Computer Software Developed or Obtained for Internal Use," development
costs are capitalized. Once the software is placed in service, it will be
depreciated using the straight-line method over a three to five year period.

Investments Designated for Nonqualified Retirement Plan

Investments designated for the nonqualified retirement plan are carried at
the fair value of the security in accordance with SFAS No. 115, "Accounting
for Certain Investments in Debt and Equity Securities." Investments designated
for the nonqualified retirement plan are debt and equity securities that are
classified as available-for-sale securities as more fully described in Note 2.

Investment in Heidrick & Struggles International, Inc.

The Company accounts for its investment in Heidrick & Struggles
International, Inc. ("HSI") by the equity method as more fully described in
Note 3. Using this method, the Company's equity in the net income of the
affiliate is recognized in the Company's statement of income and added to the
investment account. Dividends received, if any, from the affiliate are treated
as reductions in the investment account.

Revenue Recognition

Revenue from client services is recognized when services are billed and
substantially rendered, generally over a 60 to 90 day period commencing in the
month of the initial acceptance of a search. Revenue consists of the amount
billed to clients, net of sales taxes.

Income Taxes

Deferred tax assets and liabilities are determined based on the difference
between the financial statement and tax bases of assets and liabilities,
applying enacted statutory tax rates in effect for the year in which the tax
differences are expected to reverse. Deferred tax assets are reduced by a
valuation allowance when, in the opinion of management, it is more likely than
not that some portion or all of the deferred tax assets will not be realized.
Deferred tax assets and liabilities are adjusted for the effects of changes in
tax laws and rates on the date of enactment.

Earnings per Common Share

F-9
<PAGE>

HEIDRICK & STRUGGLES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

Diluted earnings per share reflects the potential dilution that could occur if
securities or other contracts to issue common stock were exercised or
converted.

Translation of Foreign Currencies

The translation of financial statements into U.S. dollars has been performed
in accordance with SFAS No. 52, "Foreign Currency Translation." The local
currency for all subsidiaries has been designated as the functional currency
except for subsidiaries which operate in highly inflationary economies which
use the U.S. dollar as their functional currency. Non-U.S. assets and
liabilities have been translated into U.S. dollars at the current rate of
exchange prevailing at the balance sheet date. Revenues and expenses have been
translated at the average exchange rate for the period. Translation gains and
losses are reflected as a separate component of stockholders' equity and not
included in income.

Interim Financial Information

The consolidated financial statements and related notes thereto for the
three months ended March 31, 1997 and March 31, 1998 are unaudited and have
been prepared on the same basis as the audited consolidated financial
statements included herein. In the opinion of management, such unaudited
consolidated financial statements include all adjustments (consisting of
normal recurring adjustments) necessary to present fairly the information set
forth herein. Operating results for the three months ended March 31, 1998 are
not necessarily indicative of results that may be expected for the fiscal year
ending December 31, 1998.

2. INVESTMENTS DESIGNATED FOR NONQUALIFIED RETIREMENT PLAN

Effective January 1, 1994, the Company adopted SFAS No. 115, "Accounting for
Certain Investments in Debt and Equity Securities," which requires investments
in debt and equity securities be classified as held-to-maturity, available-
for-sale or trading securities. The Company's investments designated for a
nonqualified plan are classified as investments available-for-sale (see Note
9). These securities are carried at fair value based on publicly reported
market quotes as of December 31, 1996 and 1997 and March 31, 1998. Any
unrealized gains and losses on available-for-sale securities have been
excluded from earnings and have been reported as a separate component of
stockholders' equity.

The following details the cost and unrealized gain components that make up
the fair value of the investments:

<TABLE>
<CAPTION>
DECEMBER 31, DECEMBER 31, MARCH 31,
1996 1997 1998
------------ ------------ ---------
<S> <C> <C> <C>
Cost basis............................ $4,888 $ 8,835 $ 9,314
Gross unrealized gain................. 188 1,298 2,206
------ ------- -------
Fair value.......................... $5,076 $10,133 $11,520
====== ======= =======
</TABLE>

3. INVESTMENT IN HSI

The Company has an investment in HSI which is accounted for under the equity
method. The percentage of common stock ownership at December 31, 1996 and 1997
and March 31, 1998 was 39.3%, 35.5%, and 35.5%, respectively. Based on an
agreement between the Company and HSI, effective January 1, 1995, 65% of the
net income of HSI is allocated to Class A shares and 35% of the net income of
HSI is allocated to Class B shares, regardless of the exact percentage of each
class holding. The Company owns all Class B shares of HSI.

4. ACQUISITIONS

During 1996, the Company purchased selected assets of two companies. Each
combination was accounted for by the purchase method of accounting. The
purchase price for each of these transactions includes the cost of the net
assets as of the date of the transaction.

F-10
<PAGE>

HEIDRICK & STRUGGLES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

The selected assets of International Consultants S.A. were acquired on
September 1, 1996, for a total purchase price of $609, none of which was
recorded as goodwill. The selected assets of Global Management S.R.L. were
acquired on February 16, 1996, for a total purchase price of $55, none of
which was recorded as goodwill.

5. LINE OF CREDIT

The Company has a $25,000 reducing revolving credit facility ("line of
credit") which is valid until September 30, 2001. This new line of credit
became effective October 1, 1997. The $25,000 line of credit will be reduced
annually by $5,000 on September 30, 1998, 1999 and 2000. There were no
borrowings outstanding under the former line of credit at December 31, 1996.
There was $3,500 outstanding under the line of credit at December 31, 1997 and
$5,148 outstanding at March 31, 1998. The borrowings bear interest at either
LIBOR plus 1% or the prime rate, at the Company's discretion. At December 31,
1997, the interest rate on the debt was the prime rate, 8.5%. At March 31,
1998, the interest rate on the debt was fixed at approximately 6.7%. The line
of credit has certain financial requirements the Company must meet relating to
net worth, liabilities, and cash flows. As of December 31, 1997 and March 31,
1998, the Company met all of its financial requirements. The Company is
required to pay commitment fees on the unused portion of the line of credit on
a quarterly basis. Commitment fee expense for the year ended December 31, 1997
and for the three months ended March 31, 1998 totaled $8 and $8, respectively.

6. RELATED PARTY TRANSACTIONS

The Company loaned HSI $5,148 during the first quarter of 1998. The loan was
originally due in full on June 17, 1998, but was extended. It is now due in
two installments. The first installment of $2,500 is due on July 31, 1998 and
the balance is due on August 31, 1998. The interest rate on this loan is fixed
at 6.7%. Accounts payable includes a payable of $367 to HSI at December 31,
1996. Accounts receivable includes a receivable of $776 and $907 from HSI at
December 31, 1997 and March 31, 1998, respectively. All transactions between
the Company and HSI are recorded at cost.

7. LONG-TERM DEBT

Long-term debt consists of amounts due to former stockholders who have sold
their stock back to the Company (see Note 8). The obligations are unsecured
and payable in annual installments over periods ranging from two to five years
with interest payable generally at the prime commercial rate (8.25%, 8.50%,
and 8.50% at December 31, 1996 and 1997 and March 31, 1998, respectively).

The fair value of the debt based on current rates for similar debt is
estimated to be $2,055 at December 31, 1997.

Future principal payments on long-term debt are due as follows:

<TABLE>
<S> <C>
Years ending December 31--
1998........................................................... $ 808
1999........................................................... 808
2000........................................................... 428
2001........................................................... 400
2002........................................................... --
------
$2,444
======
</TABLE>

F-11
<PAGE>

HEIDRICK & STRUGGLES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

8. STOCKHOLDER AGREEMENTS

In accordance with the terms of stock purchase agreements between the
Company and its stockholders, the Company is obligated to purchase the shares
of stock owned by a stockholder if the stockholder desires to sell or transfer
the shares, or upon a stockholder's termination of employment at book value as
defined in the stock purchase agreements. Redemption amounts relating to the
stock purchase agreements are included in Mandatorily Redeemable Common Stock
in the accompanying balance sheets. Payments for shares are generally made
over a four year period. These agreements will be terminated upon successful
completion of an initial public offering.

9. EMPLOYEE BENEFIT PLANS

QUALIFIED RETIREMENT PLANS

The Company has a defined contribution retirement plan for all eligible
employees. The plan contains a 401(k) provision which provides for employee
tax deferred contributions.

The Company matched employee contributions on a two-for-one basis up to a
maximum Company contribution of $1, $1 and $2 per participant for the years
ended December 31, 1995, 1996 and 1997, respectively. The Company has the
option of making discretionary contributions. For the years ended December 31,
1995, 1996 and 1997, the Company elected to contribute to each eligible
participant a sum equal to 3.03% of the participant's total compensation (as
defined) and an additional 3.03% of the participant's compensation above the
Social Security taxable wage base.

The plan allows participants the option of having their account balances or
portions thereof invested in the Company's common stock. At December 31, 1996
and 1997 and at March 31, 1998, the plan held 131,182, 129,865 and 124,365
shares, respectively, of the Company's common stock. The Company sells shares
of common stock to the plan and is required to repurchase the shares issued to
the plan at net book value as defined in the stock purchase agreements. This
requirement will be cancelled upon successful completion of an initial public
offering.

The plan provides that forfeitures will be used to reduce the Company's
contributions. Forfeitures are created when participants terminate employment
before becoming entitled to their full benefits under the plan. Company
expense for the plan for the years ended December 31, 1995, 1996 and 1997 and
the three months ended March 31, 1997 and 1998 was $1,144, $1,339, $2,174,
$401, and $544, respectively.

In addition, the subsidiaries each maintain defined contribution retirement
plans for their eligible employees. Retirement plan expense for these plans
for the years ended December 31, 1995, 1996 and 1997 and the three months
ended March 31, 1997 and 1998 totaled $167, $128, $154, $46, and $64,
respectively.

NONQUALIFIED RETIREMENT PLANS

The Company also has two separate nonqualified retirement plans. The first
plan is for United States based employees and includes both an optional
employee contribution and a discretionary employer contribution. The plan
expense for the years ended December 31, 1995, 1996 and 1997 and for the three
months ended March 31, 1997 and 1998 was $1,254, $1,440, $1,350, $445, and
$500, respectively. The liability for this retirement plan consisted of the
following at December 31, 1996 and 1997 and March 31, 1998:

<TABLE>
<CAPTION>
DECEMBER 31, DECEMBER 31, MARCH 31,
1996 1997 1998
------------ ------------ ---------
<S> <C> <C> <C>
Employer contributions................ $4,980 $ 6,390 $ 7,360
Employee deferrals.................... 1,660 3,785 3,785
Earnings of designated assets......... 158 316 365
------ ------- -------
$6,798 $10,491 $11,510
====== ======= =======
</TABLE>

F-12
<PAGE>

HEIDRICK & STRUGGLES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

Investments designated for the nonqualified plan are carried at fair market
value based on publicly quoted prices. The Company has recognized an
unrealized gain as of December 31, 1996 and 1997 and March 31, 1998 of $188,
$1,298, and $2,206, respectively, which is recorded as a separate component of
stockholders' equity (see Note 2). The nonqualified plan was unfunded until
1996.

The fair value of the assets designated for the nonqualified plan consist of
the following at December 31, 1996 and 1997 and March 31, 1998:

<TABLE>
<CAPTION>
DECEMBER 31, DECEMBER 31, MARCH 31,
1996 1997 1998
------------ ------------ ---------
<S> <C> <C> <C>
Cash and cash equivalents............. $ 715 $ 306 $ 503
Stock mutual fund..................... 3,349 6,919 8,117
Bond mutual fund...................... 1,727 3,214 3,403
------ ------- -------
$5,791 $10,439 $12,023
====== ======= =======
</TABLE>

In 1995, the Company instituted a second nonqualified retirement plan for
employees classified as senior associates. This plan provides for only
discretionary employer contributions. The plan expense for the years ended
December 31, 1995, 1996 and 1997 was $197, $170 and $250, respectively. The
liability for this retirement plan at December 31, 1996 and 1997 was $367 and
$617, respectively.

10. INCOME TAXES

The deferred tax assets and liabilities consist of the following components
as of December 31, 1996 and 1997:

<TABLE>
<CAPTION>
1996 1997
------ -------
<S> <C> <C>
Deferred tax assets--
Receivable allowances........................................ $ 858 $ 1,515
Accrued vacations............................................ 308 433
Accrued bonuses.............................................. 4,491 6,206
Liability for nonqualified retirement plans.................. 3,055 5,035
Other accrued expenses....................................... 385 439
Foreign net operating loss carryforwards..................... 275 595
Cumulative translation adjustment............................ 234 636
------ -------
9,606 14,859
Valuation allowance.......................................... (276) (502)
------ -------
Net deferred tax assets.................................... 9,330 14,357
------ -------
Deferred tax liabilities--
Leasehold improvements and equipment......................... (232) (225)
Equity in undistributed income of affiliate.................. (1,718) (2,085)
System development costs..................................... -- (356)
Unrealized gain on available-for-sale investments............ (79) (545)
Other........................................................ (748) (1,180)
------ -------
Net deferred tax liabilities............................... (2,777) (4,391)
------ -------
Net deferred income taxes................................ $6,553 $ 9,966
====== =======
</TABLE>

F-13
<PAGE>

HEIDRICK & STRUGGLES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

The deferred tax amounts mentioned above have been classified in the
accompanying consolidated balance sheets as of December 31, 1996 and December
31, 1997, as follows:

<TABLE>
<CAPTION>
1996 1997
------- -------
<S> <C> <C>
Current deferred tax assets............................. $ 6,041 $ 8,593
Current deferred tax liabilities........................ (748) (1,548)
------- -------
Net current deferred tax asset........................ 5,293 7,045
------- -------
Long-term deferred tax assets........................... 3,289 5,764
Long-term deferred tax liabilities...................... (2,029) (2,843)
------- -------
Net long-term deferred tax asset...................... 1,260 2,921
------- -------
$ 6,553 $ 9,966
======= =======
</TABLE>

The provision for income taxes for the years ended December 31, 1995, 1996
and 1997, is as follows:

<TABLE>
<CAPTION>
1995 1996 1997
------ ------- -------
<S> <C> <C> <C>
Current--
Federal....................................... $4,322 $ 5,142 $ 7,962
State......................................... 1,600 2,478 2,500
Foreign....................................... 292 322 540
Deferred........................................ (120) (1,793) (3,413)
------ ------- -------
$6,094 $ 6,149 $ 7,589
====== ======= =======
</TABLE>

A reconciliation of income tax expense for the years ended December 31,
1995, 1996 and 1997, to income taxes at the statutory federal income tax rate
of 35%, is as follows:

<TABLE>
<CAPTION>
1995 1996 1997
------ ------ ------
<S> <C> <C> <C>
Income taxes at statutory rate..................... $4,358 $4,409 $4,982
Increase (decrease) due to--
State income taxes, net of federal tax benefit... 1,040 1,611 1,625
Nondeductible expenses........................... 272 341 357
Foreign taxes in excess of federal tax rates..... 41 408 721
Other, net....................................... 383 (620) (96)
------ ------ ------
$6,094 $6,149 $7,589
====== ====== ======
</TABLE>

The undistributed earnings of HSI included in the Company's income for the
years ended December 31, 1996 and 1997 and March 31, 1998 totaled $4,052,
$4,419, and $4,078, respectively, which under existing law, will not be
subject to U.S. tax until distributed as dividends. Furthermore, any taxes
paid to foreign governments on those earnings may be used in whole or in part
as credits against the U.S. tax on any dividends distributed from such
earnings. The Company has provided a deferred tax liability for the
undistributed earnings of HSI. As the earnings of the consolidated foreign
subsidiaries will be permanently reinvested in the Company, no deferred tax
liability has been provided.

The sources of earnings before income taxes are as follows:

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER
31,
-------------------------
1995 1996 1997
------- ------- -------
<S> <C> <C> <C>
United States.................................. $13,288 $13,508 $16,317
Foreign........................................ (836) (910) (2,083)
------- ------- -------
Total...................................... $12,452 $12,598 $14,234
======= ======= =======
</TABLE>

F-14
<PAGE>

HEIDRICK & STRUGGLES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

The provision for income taxes for the three months ended March 31, 1997 and
1998 is $887 and $106, respectively. The effective tax rate at March 31, 1997
and 1998 is 50% and 48%, respectively.

11. COMMITMENTS AND CONTINGENCIES

OPERATING LEASES

The Company leases office space in various buildings for its own use. The
terms of these operating leases provide that the Company pays base rent and a
share of increases in operating expenses and real estate taxes in excess of
defined amounts. These leases expire at various dates through 2013. The
Company also leases computer equipment which is accounted for as an operating
lease.

Minimum future lease payments due in each of the next five years ending
December 31, are as follows:

<TABLE>
<S> <C>
Years ending December 31--
1998.......................................................... $ 7,704
1999.......................................................... 7,936
2000.......................................................... 7,252
2001.......................................................... 5,695
2002.......................................................... 5,128
Thereafter.................................................... 13,182
-------
$46,897
=======
</TABLE>

Rent expense under operating leases for the years ended December 31, 1995,
1996 and 1997 and for the three months ended March 31, 1997 and 1998 was
$5,875, $6,976, $8,374, $1,988, and $2,264, respectively.

EMPLOYMENT AGREEMENT

The Company has an employment agreement with an officer which provides for
certain payments upon retirement but requires the officer to provide services
and not to compete with the Company. The payments are indexed to the Consumer
Price Index and would currently approximate $196 for each of the first five
years of retirement and approximately $98 for each of the succeeding five
years. The agreement also states the payments are ratably forfeited during the
period which the individual remains an active employee after having reached
the age of 65. At December 31, 1997, the first eighteen months of payments
have been forfeited as a result of that provision. This agreement also
provides for the same payments to the officer in the event of his disability
while an employee of the Company except that the payments would be reduced by
any amounts received from disability insurance carried by the Company. If the
officer dies while an employee or during the ten years of the retirement plan,
the agreement provides for payments to his widow or estate of one-half of the
amounts for retirement. As future services expected to be received by the
Company are commensurate with retirement payments to be made, no provision for
any payment under this plan has been made in the accompanying financial
statements.

LITIGATION

In the normal course of business, the Company is a party to various matters
involving disputes and/or litigation. While it is not possible at this time to
determine the ultimate outcome of these matters, management believes that the
ultimate liability, if any, will not be material to the financial statements.

F-15
<PAGE>

HEIDRICK & STRUGGLES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

12. SEGMENT AND GEOGRAPHIC INFORMATION

The Company operates as a single business segment. The Company's geographic
data for operations is as follows:

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
----------------------------
1995 1996 1997
-------- -------- --------
<S> <C> <C> <C>
Revenue:
United States................................... $ 99,067 $124,568 $156,173
Foreign......................................... 9,618 13,097 24,071
-------- -------- --------
Total......................................... $108,685 $137,665 $180,244
======== ======== ========
Operating Income (loss):
United States................................... $ 11,568 $ 11,917 $ 14,558
Foreign......................................... (951) (1,205) (2,613)
-------- -------- --------
Total......................................... $ 10,617 $ 10,712 $ 11,945
======== ======== ========
Identifiable Assets:
United States................................... $ 49,995 $ 58,547 $ 79,086
Foreign......................................... 5,905 10,096 14,806
-------- -------- --------
Total......................................... $ 55,900 $ 68,643 $ 93,892
======== ======== ========
</TABLE>

During all years presented above, no individual customer accounted for
greater than 10% of revenue.

13. SUBSEQUENT EVENTS

On June 26, 1998, the Company purchased selected assets and liabilities of
Fenwick Partners, Inc. The purchase price was approximately $6,120 which is to
be paid in 3 installments. The first installment of $3,060 was paid on June
26, 1998. The remaining installments, including interest at a rate of 5%, are
due in June of 1999 and June of 2000 and approximate $321 and $3,036,
respectively.

On June 30, 1998, the Company's Board of Directors approved a merger
agreement with HSI which details the plan to merge the Company with and into
HSI prior to an initial public offering; and recommended that the merger
agreement be submitted to the stockholders for approval. After completion of
the merger, the corporation will be named Heidrick & Struggles International,
Inc.

F-16
<PAGE>

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Board of Directors of
Heidrick & Struggles International, Inc. and Subsidiaries:

We have audited the accompanying consolidated balance sheets of HEIDRICK &
STRUGGLES INTERNATIONAL, INC. AND SUBSIDIARIES (a Delaware corporation) as of
December 31, 1996 and 1997, and the related consolidated statements of income,
stockholders' equity and cash flows for each of the three years in the period
ended December 31, 1997. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Heidrick & Struggles
International, Inc. and Subsidiaries as of December 31, 1996 and 1997, and the
results of its operations and its cash flows for each of the three years in
the period ended December 31, 1997, in conformity with generally accepted
accounting principles.

Barbier Frinault & Associes
Arthur Andersen

Neuilly-sur-Seine, France
July 19, 1998

F-17
<PAGE>

HEIDRICK & STRUGGLES INTERNATIONAL, INC.

CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE FIGURES)

<TABLE>
<CAPTION>
DECEMBER 31,
---------------- MARCH 31,
1996 1997 1998
------- ------- -----------
(UNAUDITED)
<S> <C> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents...................... $ 8,202 $ 8,053 $ 7,616
Accounts receivable--
Trade, less allowances for doubtful accounts
of $1,730, $1,416, and $2,782 at December
31, 1996 and 1997 and March 31, 1998,
respectively................................ 14,464 23,617 26,456
Other........................................ 365 358 471
Prepaid expenses............................... 1,049 1,502 1,393
Deferred income taxes.......................... 1,528 4,810 2,853
------- ------- -------
Total current assets....................... 25,608 38,340 38,789
------- ------- -------
PROPERTY AND EQUIPMENT:
Leasehold improvements......................... 4,231 6,573 6,699
Office furniture and fixtures.................. 3,371 4,747 5,091
Computer equipment and software................ 3,381 6,498 7,466
Automobiles.................................... 684 1,675 1,574
------- ------- -------
11,667 19,493 20,830
Less--Accumulated depreciation and
amortization.................................. (5,981) (9,327) (9,999)
------- ------- -------
Property and equipment, net.................. 5,686 10,166 10,831
------- ------- -------
OTHER ASSETS:
Goodwill....................................... 948 808 454
Deferred compensation expense.................. -- 8,766 7,345
Deferred income taxes.......................... -- 568 3,092
Other assets................................... 609 1,299 1,048
------- ------- -------
Total other assets......................... 1,557 11,441 11,939
------- ------- -------
Total assets............................... $32,851 $59,947 $61,559
======= ======= =======
CURRENT LIABILITIES:
Short-term debt................................ $ -- $ 7,639 $ 9,779
Current maturities of long-term debt........... 57 178 475
Accounts payable............................... 720 4,265 3,917
Accrued expenses--
Salaries and employee benefits............... 9,530 16,436 8,033
Professional fees............................ 1,295 806 1,333
VAT.......................................... 1,201 1,855 1,998
Payroll taxes................................ 1,268 1,250 4,179
Other........................................ 982 2,676 3,012
Income taxes payable........................... 1,210 5,349 5,392
Note payable to affiliate...................... -- -- 5,148
------- ------- -------
Total current liabilities.................. 16,263 40,454 43,266
------- ------- -------
LONG-TERM LIABILITIES............................ 267 368 128
------- ------- -------
MANDATORILY REDEEMABLE COMMON STOCK:
Class A common stock, no par value, 150,000
shares authorized, 101,668, 122,055, and
122,055 shares issued and outstanding at
December 31, 1996 and 1997 and March 31, 1998,
respectively, at book value................... 9,922 12,577 12,380
STOCKHOLDERS' EQUITY:
Class B common stock, no par value, 150,000
shares authorized, 65,787 shares issued and
outstanding at December 31, 1996 and 1997 and
March 31, 1998, at book value................. 2,361 2,361 2,361
Retained earnings.............................. 3,981 5,077 4,753
Accumulated other comprehensive income......... 57 (665) (1,049)
Less--Treasury stock, at cost, 0, 2,244, and
2,744 shares at December 31, 1996 and 1997 and
March 31, 1998, respectively.................. -- (225) (280)
------- ------- -------
Total stockholders' equity................. 6,399 6,548 5,785
------- ------- -------
Total liabilities and stockholders' equity. $32,851 $59,947 $61,559
======= ======= =======
</TABLE>

The accompanying notes to consolidated financial statements are an integral
part of these statements.

F-18
<PAGE>

HEIDRICK & STRUGGLES INTERNATIONAL INC.

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE FIGURES)

<TABLE>
<CAPTION>
TWELVE MONTHS ENDED THREE MONTHS
DECEMBER 31, ENDED MARCH 31,
------------------------- ----------------
1995 1996 1997 1997 1998
------- ------- ------- ------- -------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
REVENUE........................... $52,815 $64,558 $82,732 $17,953 $28,053
OPERATING EXPENSES:
Salaries and employee benefits.. 35,249 44,020 59,139 12,186 19,841
General and administrative ex-
penses......................... 14,264 17,100 20,556 4,288 8,315
------- ------- ------- ------- -------
Total operating expenses...... 49,513 61,120 79,695 16,474 28,156
------- ------- ------- ------- -------
Operating income (loss)....... 3,302 3,438 3,037 1,479 (103)
NON-OPERATING INCOME (EXPENSE).... 338 133 144 38 (112)
MINORITY INTEREST IN INCOME OF
CONSOLIDATED SUBSIDIARIES........ -- -- (26) -- --
------- ------- ------- ------- -------
Income (loss) before income
taxes........................ 3,640 3,571 3,155 1,517 (215)
PROVISION FOR INCOME TAXES........ 1,840 1,430 1,444 607 306
------- ------- ------- ------- -------
Net income (loss)............. $ 1,800 $ 2,141 $ 1,711 $ 910 $ (521)
======= ======= ======= ======= =======
BASIC EARNINGS PER CLASS A COMMON
SHARE............................ $ 12.44 $ 13.56 $ 9.92 $ 5.80 $ (2.83)
======= ======= ======= ======= =======
BASIC WEIGHTED AVERAGE CLASS A
COMMON SHARES OUTSTANDING........ 93,996 102,641 112,098 102,068 119,805
======= ======= ======= ======= =======
DILUTED EARNINGS PER CLASS A
COMMON SHARE..................... $ 12.44 $ 13.56 $ 9.36 $ 5.80 $ (2.31)
======= ======= ======= ======= =======
DILUTED WEIGHTED AVERAGE CLASS A
COMMON SHARES OUTSTANDING........ 93,996 102,641 118,868 102,068 146,885
======= ======= ======= ======= =======
BASIC AND DILUTED EARNINGS PER
CLASS B COMMON SHARE............. $ 9.57 $ 11.39 $ 9.10 $ 4.84 $ (2.77)
======= ======= ======= ======= =======
WEIGHTED AVERAGE CLASS B COMMON
SHARES OUTSTANDING............... 65,787 65,787 65,787 65,787 65,787
======= ======= ======= ======= =======
Net income (loss)................. $ 1,800 $ 2,141 $ 1,711 $ 910 $ (521)
======= ======= ======= ======= =======
Other comprehensive income (loss),
before tax:
Foreign currency translation
adjustment..................... 232 (191) (1,331) (881) (686)
------- ------- ------- ------- -------
Other comprehensive income (loss),
before tax....................... 232 (191) (1,331) (881) (686)
------- ------- ------- ------- -------
Income tax (expense) benefit
related to items of other
comprehensive income (loss)...... (117) 76 609 353 302
------- ------- ------- ------- -------
Other comprehensive income (loss),
net of tax....................... 115 (115) (722) (528) (384)
------- ------- ------- ------- -------
Comprehensive income (loss)....... $ 1,915 $ 2,026 $ 989 $ 382 $ (905)
======= ======= ======= ======= =======
</TABLE>

The accompanying notes to consolidated financial statements are an integral
part of these statements.

F-19
<PAGE>

HEIDRICK & STRUGGLES INTERNATIONAL, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(IN THOUSANDS, EXCEPT SHARE FIGURES)

<TABLE>
<CAPTION>
ACCUMULATED
CLASS B TREASURY OTHER TOTAL
COMMON STOCK STOCK COMPRE- COMPRE- STOCK-
------------- -------------- RETAINED HENSIVE HENSIVE HOLDERS'
SHARES AMOUNT SHARES AMOUNT EARNINGS INCOME INCOME EQUITY
------ ------ ------ ------ -------- ----------- ------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
BALANCE AT DECEMBER 31,
1994................... 65,787 $2,361 -- $ -- $ 5,679 $ 57 $ 8,097
Treasury stock
transactions--
Stock repurchased...... -- -- (650) (61) -- -- (61)
Comprehensive income
Net income............. -- -- -- -- 1,800 -- $1,800 1,800
------
Foreign currency
translation
adjustment............ -- -- -- -- -- 115 115 115
------
Comprehensive income.... 1,915
======
Retained earnings
allocable to
mandatorily redeemable
Class A common stock... -- -- -- -- (4,310) -- (4,310)
------ ------ ------ ----- ------- ------- -------
BALANCE AT DECEMBER 31,
1995................... 65,787 2,361 (650) (61) 3,169 172 5,641
Treasury stock
transactions--
Stock sold............. -- -- 5,101 467 -- -- 467
Stock repurchased...... -- -- (4,451) (406) -- -- (406)
Comprehensive income
Net income............. -- -- -- -- 2,141 -- 2,141 2,141
------
Foreign currency
translation
adjustment............ -- -- -- -- -- (115) (115) (115)
------
Comprehensive income.... 2,026
======
Retained earnings
allocable to
mandatorily redeemable
Class A common stock... -- -- -- -- (1,329) -- (1,329)
------ ------ ------ ----- ------- ------- -------
BALANCE AT DECEMBER 31,
1996................... 65,787 2,361 -- -- 3,981 57 6,399
Treasury stock
transactions--
Stock sold............. -- -- 4,000 425 -- -- 425
Stock repurchased...... -- -- (6,244) (650) -- -- (650)
Comprehensive income
Net income............. -- -- -- -- 1,711 -- 1,711 1,711
------
Foreign currency
translation
adjustment............ -- -- -- -- -- (722) (722) (722)
------
Comprehensive income.... 989
======
Retained earnings
allocable to
mandatorily redeemable
Class A common stock... -- -- -- -- (615) -- (615)
------ ------ ------ ----- ------- ------- -------
BALANCE AT DECEMBER 31,
1997................... 65,787 2,361 (2,244) (225) 5,077 (665) 6,548
Treasury stock
transactions--
Stock repurchased
(unaudited)........... -- -- (500) (55) -- -- (55)
Comprehensive income
Net loss (unaudited)... -- -- -- -- (521) -- (521) (521)
------
Foreign currency
translation adjustment
(unaudited)........... -- -- -- -- -- (384) (384) (384)
------
Comprehensive income
(unaudited)............ $ (905)
======
Retained earnings
allocable to
mandatorily redeemable
Class A common stock
(unaudited)............ -- -- -- -- 197 -- 197
------ ------ ------ ----- ------- ------- -------
BALANCE AT MARCH 31,
1998 (UNAUDITED)....... 65,787 $2,361 (2,744) $(280) $ 4,753 $(1,049) $ 5,785
====== ====== ====== ===== ======= ======= =======
</TABLE>

The accompanying notes to consolidated financial statements are an integral
part of these statements.

F-20
<PAGE>

HEIDRICK & STRUGGLES INTERNATIONAL, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)

<TABLE>
<CAPTION>
THREE MONTHS
TWELVE MONTHS ENDED
ENDED DECEMBER 31, MARCH 31,
-------------------------- ----------------
1995 1996 1997 1997 1998
------- ------- -------- ------- -------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING
ACTIVITIES
Net income (loss).............. $ 1,800 $ 2,141 $ 1,711 $ 910 $ (521)
Adjustments to reconcile net
income to net cash provided by
operating activities:
Depreciation and
amortization................ 1,230 1,721 2,623 399 1,423
Loss on sale of property and
equipment................... 1 162 92 -- --
Deferred income taxes........ 17 (398) (1,061) -- (265)
Changes in assets and
liabilities:
Accounts receivable........ (2,861) (1,933) (4,480) (797) (3,273)
Prepaid expenses........... (721) 796 (521) (305) 368
Other assets............... 26 (612) (912) 52 837
Accounts payable........... (1,264) (563) 2,198 788 (451)
Accrued expenses........... 1,286 4,617 5,275 (3,397) (4,164)
Income taxes payable....... (78) 394 1,998 94 9
------- ------- -------- ------- -------
Net cash (used in)
provided by operating
activities.............. (564) 6,325 6,923 (2,256) (6,037)
------- ------- -------- ------- -------
CASH FLOWS FROM INVESTING
ACTIVITIES
Acquisitions................... (561) (540) (10,186) -- --
Proceeds from sales of property
and equipment................. 104 72 82 154 --
Purchases of property and
equipment..................... (3,894) (2,039) (6,014) (499) (1,694)
------- ------- -------- ------- -------
Net cash used in
investing activities.... (4,351) (2,507) (16,118) (345) (1,694)
------- ------- -------- ------- -------
CASH FLOWS FROM FINANCING
ACTIVITIES
Proceeds from issuance of
common stock.................. 892 737 2,465 377 --
Purchases of treasury stock.... (61) (406) (401) -- (55)
Proceeds from short-term debt.. -- -- 7,639 -- 7,288
------- ------- -------- ------- -------
Net cash provided by
financing activities.... 831 331 9,703 377 7,233
------- ------- -------- ------- -------
EFFECT OF FOREIGN CURRENCY
EXCHANGE RATES ON CASH AND CASH
EQUIVALENTS..................... 198 38 (657) (343) 61
------- ------- -------- ------- -------
NET (DECREASE) INCREASE IN CASH
AND CASH EQUIVALENTS............ (3,886) 4,187 (149) (2,567) (437)
CASH AND CASH EQUIVALENTS:
Beginning of period............ 7,901 4,015 8,202 8,202 8,053
------- ------- -------- ------- -------
End of period.................. $ 4,015 $ 8,202 $ 8,053 $ 5,635 $ 7,616
======= ======= ======== ======= =======
SUPPLEMENTAL DISCLOSURES OF CASH
FLOW INFORMATION
Cash paid for--
Interest..................... $ 3 $ 9 $ 3 $ -- $ 117
Income taxes................. $ 2,358 $ 1,467 $ 1,418 $ -- $ --
======= ======= ======== ======= =======
SUPPLEMENTAL SCHEDULE OF NONCASH
OPERATING ACTIVITIES
Payable from the acquisition of
net assets.................... $ 437 $ -- $ -- $ -- $ --
Issuance of notes payable for
the purchase of treasury
stock......................... $ -- $ -- $ 249 $ -- $ --
======= ======= ======== ======= =======
</TABLE>

The accompanying notes to consolidated financial statements are an integral
part of these statements.

F-21
<PAGE>

HEIDRICK & STRUGGLES INTERNATIONAL, INC.
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
[INFORMATION RELATING TO MARCH 31, 1998 AND 1997 IS UNAUDITED]

(IN THOUSANDS, EXCEPT SHARE AND PER SHARE FIGURES)

1. NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Business

Heidrick & Struggles International, Inc. and Subsidiaries, (the "Company"),
are engaged in providing management consulting and executive search services
to clients on a retained basis. The Company's clients are primarily located
throughout Europe.

Basis of Accounting

The financial statements of the Company have been prepared in conformity
with U.S. generally accepted accounting principles.

Principles of Consolidation

The consolidated financial statements include Heidrick & Struggles
International, Inc. and its wholly owned subsidiaries. All material
intercompany accounts and transactions have been eliminated in the
consolidated financial statements.

Accounting Estimates

Accounting Pronouncements to be Adopted in 1998

During 1997, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 131, "Disclosures
about Segments of an Enterprise and Related Information," which establishes
new standards for reporting information about operating segments in interim
and annual financial statements. It is effective for periods beginning after
December 15, 1997 and will be adopted by the Company as of December 31, 1998.
The Company does not expect that adoption of this Standard will not have an
impact on its consolidated financial position or its consolidated results of
operations. However, it is expected that adoption of this Standard will result
in additional footnote disclosure.

During 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and for Hedging Activities," which establishes new standards for
reporting information about derivatives and hedging. It is effective for
periods beginning after June 15, 1999 and will be adopted by the Company as of
January 1, 2000. The Company expects that adoption of this Standard will have
no effect on its consolidated financial position, results of operations or on
disclosures within the consolidated financial statements as they currently do
not engage in the use of derivative instruments or other hedging activities.

Cash and Cash Equivalents

The Company considers all highly liquid debt instruments with a purchased
maturity of three months or less to be cash equivalents.

Concentration of Credit Risk

F-22
<PAGE>

HEIDRICK & STRUGGLES INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

Property and Equipment

<TABLE>
<S> <C>
Office furniture and fixtures.................................. 8-10 years
Computer equipment and software................................ 3-5 years
Automobiles.................................................... 4 years
</TABLE>

Depreciation for financial statement purposes for the years ended December
31, 1995, 1996, and 1997 and the three months ended March 31, 1997 and 1998
totaled $1,189, $1,594, $2,315, $399 and $1,289, respectively.

Intangible assets are stated at cost and amortized using the straight-line
method over the estimated economic useful life. The Company continually
evaluates whether subsequent events and circumstances have occurred that
indicate the remaining estimated useful life of an intangible asset may
warrant revision, or that the remaining balance of an intangible asset may not
be recoverable.

Revenue Recognition

Income Taxes

Earnings per Common Share

The Company adopted SFAS No. 128, "Earnings Per Share" at December 31, 1997.
Basic earnings per common share is computed by dividing net income by weighted
average common shares outstanding for the year. Diluted earnings per share
reflects the potential dilution that could occur if securities or other
contracts to issue common stock were exercised or converted. In accordance
with SFAS No. 128, the Company utilizes the two-class method of calculating
earnings per share. As such, the earnings are assigned to each class according
to the terms of the stock agreements and earnings per share are computed by
dividing the earnings assigned to each class by the shares outstanding in that
class.

Translation of Foreign Currencies

The translation of financial statements into U.S. dollars has been performed
in accordance with the SFAS No. 52, "Foreign Currency Translation." The local
currency for all subsidiaries has been designated as the functional currency
except for subsidiaries which operate in highly inflationary economies which
use the U.S. dollar as their functional currency. Non-U.S. assets and
liabilities have been translated into U.S. dollars at the current rate of
exchange prevailing at the balance sheet date. Revenues and expenses have been
translated at the

F-23
<PAGE>

HEIDRICK & STRUGGLES INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

average exchange rates for the period. Translation gains and losses are
reflected as a separate component of stockholders' equity and not included in
income.

Interim Financial Information

The consolidated financial statements and related notes thereto for the
three months ended March 31, 1997 and March 31, 1998 are unaudited and have
been prepared on the same basis as the audited financial statements included
herein. In the opinion of management, such unaudited financial statements
include all adjustments (consisting of normal recurring adjustments) necessary
to present fairly the information set forth herein. Operating results for the
three months ended March 31, 1998 are not necessarily indicative of results
that may be expected for the fiscal year ended December 31, 1998.

2. ACQUISITIONS

Tesco AG

On July 20, 1995, the Company acquired 100% of Tesco AG. The purchase price
amounted to $1,406 and the excess of purchase price over the fair value of net
assets was $969. Only $1,154 of the purchase price was paid and therefore only
$717 of the goodwill was recorded as of December 31, 1997. The goodwill is
being amortized over five years and the accumulated amortization amounts to
$314 at December 31, 1997. The amortization expense was $29, $127, and $158 in
1995, 1996, and 1997, respectively.

The remaining part of the purchase price has not yet been paid and is not
recorded, as the payment is contingent upon certain conditions, which have not
been met.

Mulder & Partner GmbH & Co. KG

Effective October 1, 1997 the Company acquired 100% of Mulder & Partner GmbH
& Co. KG ("Mulder"). The Company entered into a deferred contingent payment
agreement with the sellers as described below:

. $8,695 was paid on October 1, 1997 and $1,066 of associated transaction
costs were incurred; $5,228 plus 4% interest will be paid in annual equal
installments over a five year period ending October 1, 2002.

. Shares of the Company will be issued over a five year period to the
partners of Mulder as follows:

<TABLE>
<CAPTION>
NUMBER
OF SHARES
TO BE ISSUED
------------
<S> <C>
October 1, 1997.............................................. 4,000
January 1, 1999.............................................. 8,000
January 1, 2000.............................................. 7,000
January 1, 2001.............................................. 7,000
January 1, 2002.............................................. 6,000
------
32,000
======
</TABLE>

At October 1, 1997, consideration corresponding to the issuance of the first
4,000 shares was accounted for at a value of $106.16 per share, representing
the fair value of the shares of the Company at this date. The entire purchase
price (initial cash payment, future cash installments and all shares) is
contingent upon the continued employment of the selling shareholders for the
five year period ending October 1, 2002. A pro rata portion of the total
purchase price is forfeited in the event a selling shareholder leaves the
employment of the Company prior to October 1, 2002. Due to these employment
contingencies, the purchase price has been accounted for as compensation
expense over the five year period of the contingency. The purchase agreement
between the Company and Mulder has subsequently been amended.

F-24
<PAGE>

HEIDRICK & STRUGGLES INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

On July 2, 1998, the Mulder acquisition agreement was amended. See Note 2
for a description of the original Mulder agreement. The amended agreement is
contingent upon the merger of the Company and Heidrick & Struggles, Inc. The
amended purchase price is $28,396, which is to be paid as follows:

. $8,695 was due and paid in cash, $1,066 of associated transactions were
incurred, and 4,000 shares of the Company's stock were issued to the
former stockholders of Mulder on October 1, 1997.

. $5,228 plus interest accrued from October 1, 1997 at a rate of 4% is due
30 days after the merger of the Company and Heidrick & Struggles, Inc.

. $12,773 represented by shares in Heidrick & Struggles, Inc. is due to the
former stockholders of Mulder by October 1, 1998.

All employment contingencies were eliminated from the acquisition agreement.

3. LINE OF CREDIT

The Company was granted a multicurrency line of credit which became
effective on October 13, 1997. The $9,892 line of credit will be reduced
annually by $1,978 on July 1, 1998, 1999, 2000 and 2001. The line of credit
will expire on July 1, 2002. The interest rate on the credit line is LIBOR
plus 1%. The interest rate at December 31, 1997 was 7.2%. The total
outstanding balance was $7,639 and $9,779 at December 31, 1997 and March 31,
1998, respectively. The interest expense on the debt was $21 and $115 for the
year ended December 31, 1997 and the three month period ended March 31, 1998,
respectively. The credit line has a financial requirement, which requires that
the ratio of total debt to tangible net worth be less than 90%. As a result of
this financial requirement, retained earnings are restricted to the extent the
ratio of debt to tangible net worth exceeds 90%. Also, no investment greater
than $2 million is allowed without prior approval from the banks. Finally,
there may be no substantial sale of German assets without the bank's prior
approval. As of December 31, 1997 and March 31, 1998, the Company met all of
its financial requirements.

4. RELATED PARTY TRANSACTIONS

At December 31, 1997, Heidrick & Struggles, Inc. owned 35.5% of the stock of
the Company. Heidrick & Struggles, Inc. loaned the Company $5,148 during the
first quarter of 1998. The loan was originally due in full on June 17, 1998,
but was extended. It is now due in two installments. The first installment of
$2,500 is due on July 31, 1998 and the balance is due on August 31, 1998. The
interest rate on this loan is fixed at approximately 6.7%. Accounts receivable
includes a receivable of $367 from Heidrick & Struggles, Inc. at December 31,
1996. Accounts payable includes a payable of $776 and $907 to Heidrick &
Struggles, Inc. at December 31, 1997 and March 31, 1998, respectively. All
transactions between the Company and Heidrick & Struggles, Inc. are recorded
at cost.

Based on an agreement between the Company and Heidrick & Struggles, Inc.,
effective January 1, 1995, 65% of the net income of the Company is allocated
to Class A shares and 35% of the net income of the Company is allocated to
Class B shares, regardless of the exact percentage of each class holding.
Heidrick & Struggles, Inc. owns all Class B shares.

5. LONG-TERM DEBT

Long-term debt consists of amounts due to former stockholders who have sold
their stock back to the Company (see Note 7). The obligations are payable in
annual installments over a period of five years with interest payable at the
prime commercial rate (8.25%, 8.50%, and 8.50% at December 31, 1996 and 1997
and March 31, 1998, respectively).

The fair value of the debt based on current rates for similar debt is
estimated to be $454 at December 31, 1997.

F-25
<PAGE>

HEIDRICK & STRUGGLES INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

Future principal payments on long-term debt are due as follows:

<TABLE>
<S> <C>
Years ending December 31--
1998............................................................. $178
1999............................................................. 242
2000............................................................. 56
2001............................................................. 56
2002............................................................. --
----
$532
====
</TABLE>

6. STOCKHOLDER AGREEMENTS

In accordance with the terms of the stock purchase agreements between the
Company and its Class A stockholders, the Company is obligated to purchase the
shares of stock owned by a Class A stockholder if the stockholder desires to
sell or transfer the shares, or upon a stockholder's termination of employment
at book value as defined in the stock purchase agreements. Redemption amounts
relating to the stock purchase agreements are included in Mandatorily
Redeemable Common Stock in the accompanying balance sheets. Payments for
shares are generally made over a four year period. These agreements will
terminate upon successful completion of an initial public offering.

7. INCOME TAXES

The deferred tax assets and liabilities consist of the following components
as of December 31, 1996 and 1997:

<TABLE>
<CAPTION>
1996 1997
------ ------
<S> <C> <C>
Deferred tax assets--
Receivable allowances................................... $ 616 $ 584
Accrued vacations....................................... 170 222
Accrued bonuses......................................... -- 496
Property and equipment.................................. 826 963
Pension reserve......................................... -- 2,222
Other accrued expenses.................................. -- 323
Cumulative translation adjustment....................... -- 568
------ ------
Net deferred tax assets............................... 1,612 5,378
------ ------
Deferred tax liabilities--
Other accrued expenses.................................. (84) --
Cumulative translation adjustment....................... (41) --
------ ------
Net deferred tax liabilities.......................... (125) --
------ ------
Net deferred income taxes........................... $1,487 $5,378
====== ======
</TABLE>

The deferred tax amounts mentioned above have been classified in the
accompanying consolidated balance sheets as of December 31, 1996, and December
31, 1997, as follows:

<TABLE>
<CAPTION>
1996 1997
------ ------
<S> <C> <C>
Current deferred tax assets............................... $1,612 $4,810
Current deferred tax liabilities.......................... (84) --
------ ------
Net current deferred tax asset........................ 1,528 4,810
------ ------
Long-term deferred tax asset.............................. -- 568
Long-term deferred tax liabilities........................ (41) --
------ ------
Net long-term deferred tax............................ (41) 568
------ ------
$1,487 $5,378
====== ======
</TABLE>

F-26
<PAGE>

HEIDRICK & STRUGGLES INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

The provision for income taxes for the years ended December 31, 1995, 1996
and 1997, is as follows:

<TABLE>
<CAPTION>
1995 1996 1997
------ ------ -------
<S> <C> <C> <C>
Current--
U.S. Federal.................................... $ 428 $ 151 $ 533
Foreign......................................... 1,395 1,677 1,972
Deferred.......................................... 17 (398) (1,061)
------ ------ -------
$1,840 $1,430 $ 1,444
====== ====== =======
</TABLE>

The Company is a U.S. corporation, but operates entirely outside of the
U.S., primarily in Europe. The Company pays foreign taxes for operations in
each of the foreign countries in which it operates and pays U.S. federal taxes
on its total operations after foreign tax credits.

A reconciliation of income tax expense for the years ended December 31,
1995, 1996, and 1997, to the statutory U.S. federal income tax rate of 35%, is
as follows:

<TABLE>
<CAPTION>
1995 1996 1997
------- ------- -------
<S> <C> <C> <C>
Income taxes at statutory
rate..................... $ 1,274 $ 1,250 $ 1,104
Increase (decrease) due
to--
Foreign taxes in excess
of federal tax rates... 69 494 357
Alternative minimum tax. 3 67 --
Other, net.............. 494 (381) (17)
------- ------- -------
$1,840 $ 1,430 $ 1,444
======= ======= =======
</TABLE>

The provision for income taxes for the three months ended March 31, 1997 and
1998 is $607 and $306, respectively. The effective tax rate for March 31, 1997
and 1998 is 40% and 100%, respectively.

8. COMMITMENTS AND CONTINGENCIES

OPERATING LEASES:

The Company leases office space in various buildings for its own use. The
leases expire at various dates through 2012. The Company also leases computer
equipment which is accounted for as an operating lease.

Minimum future lease payments due in each of the next five years ending
December 31, are as follows:

<TABLE>
<S> <C>
Years ending December 31--
1998.......................................................... $ 6,877
1999.......................................................... 6,576
2000.......................................................... 5,937
2001.......................................................... 4,657
2002.......................................................... 2,195
Thereafter.................................................... 27,249
-------
$53,491
=======
</TABLE>

F-27
<PAGE>

HEIDRICK & STRUGGLES INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONCLUDED)

Rent expense under operating leases for the years ended December 31, 1995,
1996 and 1997 and for the three months ended March 31, 1997 and 1998 was
$3,621, $4,707, $5,307, $1,202 and $1,829, respectively.

LITIGATION

9. SEGMENT INFORMATION

The Company operates in a single business segment. The Company's geographic
data for operations is as follows:

<TABLE>
<CAPTION>
TWELVE MONTHS ENDED
DECEMBER 31,
------------------------
1995 1996 1997
------- ------- -------
<S> <C> <C> <C>
Revenue:
United Kingdom....................................... $15,491 $20,565 $27,588
Germany.............................................. 10,898 12,614 19,900
France............................................... 9,243 11,211 12,253
Other................................................ 17,183 20,168 22,991
------- ------- -------
Total.............................................. $52,815 $64,558 $82,732
======= ======= =======
Operating income (loss):
United Kingdom....................................... $ 883 $ 589 $ 1,028
Germany.............................................. 1,134 1,279 1,042
France............................................... 877 (3) 915
Other................................................ 408 1,573 52
------- ------- -------
Total.............................................. $ 3,302 $ 3,438 $ 3,037
======= ======= =======
Identifiable assets:
United Kingdom....................................... $ 5,533 $ 6,295 $12,288
Germany.............................................. 4,799 4,729 24,093
France............................................... 5,424 6,985 9,921
Other................................................ 10,000 14,842 13,645
------- ------- -------
Total.............................................. $25,756 $32,851 $59,947
======= ======= =======
</TABLE>

During all years presented above, no individual customer accounted for greater
than 10% of revenue.

10. SUBSEQUENT EVENTS

On June 30, 1998, the Company's Board of Directors approved a merger
agreement with Heidrick & Struggles, Inc. which details the plan to merge
Heidrick & Struggles, Inc. with and into the Company prior to an initial
public offering; and recommended that the merger agreement be submitted to the
Stockholders for approval. After completion of the merger, the corporation
will be named Heidrick & Struggles International, Inc.

F-28
<PAGE>

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Board of Directors of
Mulder & Partner GmbH & Co. KG:

We have audited the accompanying consolidated statements of income and
related consolidated statements of cash flows of MULDER & PARTNER GMBH & CO.
KG AND SUBSIDIARIES (a German limited partnership) for the nine months ended
September 30, 1997 and for each of the two years in the period ending December
31, 1996. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the results of the operations of Mulder & Partner
GmbH & Co. KG and Subsidiaries and their cash flows for the nine months ended
September 30, 1997 and for each of the two years in the period ending December
31, 1996, in conformity with generally accepted accounting principles.

Arthur Andersen LLP

Chicago, Illinois
July 19, 1998

F-29
<PAGE>

MULDER & PARTNER GMBH & CO. KG AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE FIGURES)

<TABLE>
<CAPTION>
TWELVE MONTHS NINE MONTHS
ENDED DECEMBER ENDED
31, SEPTEMBER 30,
---------------- -------------
1995 1996 1997
------- ------- -------------
<S> <C> <C> <C>
REVENUE......................................... $31,529 $32,560 $21,816
OPERATING EXPENSES:
Salaries and employee benefits................ 24,045 24,701 14,610
General and administrative expenses........... 6,560 7,404 5,557
------- ------- -------
Total operating expenses.................... 30,605 32,105 20,167
------- ------- -------
Operating income............................ 924 455 1,649
NON-OPERATING INCOME (EXPENSE):
Interest income............................... 13 28 36
Interest expense.............................. (133) (94) (159)
Other income.................................. 581 2,106 529
------- ------- -------
461 2,040 406
------- ------- -------
Income before income taxes.................. 1,385 2,495 2,055
PROVISION FOR INCOME TAXES...................... 1,149 2,663 1,668
------- ------- -------
Net income (loss)........................... $ 236 $ (168) $ 387
------- ------- -------
COMPREHENSIVE INCOME (LOSS)..................... $ 236 $ (168) $ 387
======= ======= =======
</TABLE>

The accompanying notes to consolidated financial statements are an integral
part of these statements.

F-30
<PAGE>

MULDER & PARTNER GMBH & CO. KG AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)

<TABLE>
<CAPTION>
TWELVE MONTHS
ENDED NINE MONTHS
DECEMBER 31, ENDED
---------------- SEPTEMBER 30,
1995 1996 1997
------- ------- -------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)............................ $ 236 $ (168) $ 387
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization.............. 25 356 231
Deferred income taxes...................... 89 72 (2)
Changes in assets and liabilities:
Trade & other receivables................ (1,530) (2,309) 1,319
Prepaid expenses......................... (52) (173) 170
Accounts payable......................... 138 292 (246)
Accrued expenses......................... 4,282 2,152 (165)
Income taxes payable..................... 195 2,130 1,409
------- ------- -------
Net cash provided by operating
activities............................ 3,383 2,352 3,103
------- ------- -------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property and equipment.......... (615) (991) (21)
Purchases of long-term investments........... (1,965) (2,212) (455)
------- ------- -------
Net cash used in investing activities.. (2,580) (3,203) (476)
------- ------- -------
CASH FLOWS FROM FINANCING ACTIVITIES
Dividends paid............................... (1,411) (872) (557)
Proceeds from long-term debt................. 376 1,299 --
Payments on long-term debt................... -- -- (1,964)
------- ------- -------
Net cash provided by (used in)
financing activities.................. (1,035) 427 (2,521)
------- ------- -------
EFFECT OF FOREIGN CURRENCY EXCHANGE RATES ON
CASH AND CASH EQUIVALENTS..................... 65 (38) (25)
------- ------- -------
NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS................................... (167) (462) 81
CASH AND CASH EQUIVALENTS:
Beginning of period.......................... 812 645 183
------- ------- -------
End of period................................ $ 645 $ 183 $ 264
======= ======= =======
SUPPLEMENTAL DISCLOSURES OF CASH FLOW
INFORMATION
Cash paid for--
Interest..................................... $ 133 $ 94 $ 159
Income taxes................................. $ 864 $ 761 $ 140
======= ======= =======
</TABLE>

The accompanying notes to consolidated financial statements are an integral
part of these statements.

F-31
<PAGE>

MULDER & PARTNER GMBH & CO. KG AND SUBSIDIARIES

NOTES TO CONSOLIDATED INCOME STATEMENTS AND
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1995 AND 1996
AND THE NINE MONTHS ENDED SEPTEMBER 30, 1997

1. NATURE OF BUSINESS AND SUMMARY OF GENERAL ACCOUNTING PRINCIPLES

Nature of Business

Mulder & Partner GmbH & Co. KG and Subsidiaries (as of December 31, 1995:
Mulder & Partner GmbH) (the "Company") are engaged in providing management
consulting and executive search services to clients on a retained basis. The
Company's clients are primarily located in Germany.

Basis of Accounting

The financial statements of the Company have been prepared in conformity
with U.S. generally accepted accounting principles.

Principles of Consolidation

The consolidated financial statements include Mulder & Partner GmbH & Co.,
KG and its wholly and majority owned subsidiaries. All material intercompany
accounts and transactions have been eliminated in the consolidated financial
statements.

Use of Estimates

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the consolidated financial
statements and the accompanying notes. Actual results could differ from those
estimates.

Property and Equipment

Property and equipment are stated at cost. Depreciation and amortization are
computed using the straight-line method over the useful lives of the assets
and German tax law as follows:

<TABLE>
<S> <C>
Office furniture and fixtures.................................. 4-20 years
Computer equipment and software................................ 2-3 years
</TABLE>

Depreciation for consolidated financial statement purposes for the years
ended December 31, 1995 and 1996 and the nine months ended September 30, 1997
totaled $25, $356 and $231, respectively.

Revenue Recognition

Revenue from client services is recognized when services are rendered,
generally over a 90 day period commencing in the month of the initial
acceptance of a search. Revenue consists of the amount billed to clients, net
of expenses and value added taxes.

Translation of Foreign Currencies

The consolidated financial statements were translated in accordance with
Statement of Financial Accounting Standards ("SFAS") No. 52, "Foreign Currency
Translation." The functional currency for the Company is the German
Deutschmark. The consolidated financial statements have been translated into
U.S. Dollars by applying the average annual exchange rates on the consolidated
income statements and the consolidated statements of cash flows.

F-32
<PAGE>

2. INCOME TAXES

The provision for income taxes for the years ended December 31, 1995 and
1996 and the nine months ended September 30, 1997, is as follows:

<TABLE>
<CAPTION>
BEFORE AFTER AFTER
REORGANIZATION REORGANIZATION REORGANIZATION
(SEE BELOW) (SEE BELOW) (SEE BELOW)
NINE MONTHS ENDED
1995 1996 SEPTEMBER 30, 1997
-------------- -------------- ------------------
<S> <C> <C> <C>
Current taxes--
Trade taxes on income
(Municipality tax)......... $ 325 $2,591 $1,666
Corporate income tax
including Solidarity
Surcharge (Federal tax).... 735 -- --
Deferred taxes................ 89 72 2
------ ------ ------
$1,149 $2,663 $1,668
====== ====== ======
</TABLE>

A reconciliation of income tax expense for the years ended December 31, 1995
and 1996 and the nine months ended September 30, 1997 to the statutory German
trade tax rate of 19% is as follows:

<TABLE>
<CAPTION>
NINE MONTHS ENDED
1995 1996 SEPTEMBER 30, 1997
------ ------ ------------------
<S> <C> <C> <C>
Income taxes at statutory rate................ $ 263 $ 474 $ 390
Increase due to--
Corporate income tax at statutory rate of
45% including Solidarity Surcharge of 7.5%. 670 -- --
Nondeductible expenses...................... 216 2,189 1,278
------ ------ ------
$1,149 $2,663 $1,668
====== ====== ======
</TABLE>

Since the change of the legal status of Mulder & Partner GmbH in 1996 the
Company is only subject to trade tax on income. With notarial deed dated June
13, 1996, Mulder & Partner GmbH was reorganized retroactively (effective
January 1, 1996) from a limited liability corporation into Mulder & Partner
GmbH & Co., KG (a limited partnership with a limited liability corporation as
general partner) according to Sect. 190 following the German Reorganization
Law ("Umwandlungsgesetz"). Due to the change of the legal status, the Company
is no longer subject to German corporate income taxation. The income of the
partnership is now taxed at the level of the individual partners.

The reorganization has been performed at book value without realizing any
capital gain or loss. Accordingly the reorganization has not had any German
income tax implications.

DEFERRED TAXES

Deferred taxes are applicable for German trade tax on income and German
corporate income tax.

3. COMMITMENTS AND CONTINGENCIES

OPERATING LEASES:

The Company leases office space in various buildings for its own use. These
leases expire at various dates through 2002. The Company also leases computer
equipment and automobiles which are accounted for as operating leases.

F-33
<PAGE>

Minimum future lease payments due in each of the next five years ending
December 31, are as follows:

<TABLE>
<CAPTION>
Years ending December 31
<S> <C>
1998............................................................. $ 952
1999............................................................. 940
2000............................................................. 889
2001............................................................. 427
2002............................................................. 239
------
$3,447
======
</TABLE>

Rent expense under operating leases for the years ended December 31, 1995,
1996, and the nine months ended September 30, 1997 was $978, $1,157 and $789,
respectively.

LITIGATION

4. SEGMENT INFORMATION

The Company operates as a single business segment and in a single primary
geographic location (Germany).

F-34
<PAGE>

[ANNEX A -- MERGER AGREEMENT]

[TO COME]
<PAGE>

ANNEX B

SECTION 262 OF THE DELAWARE GENERAL CORPORATION LAW

(S)262 APPRAISAL RIGHTS.

(a) Any stockholder of a corporation of this State who holds shares of stock
on the date of the making of a demand pursuant to subsection (d) of this
section with respect to such shares, who continuously holds such shares
through the effective date of the merger or consolidation, who has otherwise
complied with subsection (d) of this section and who has neither voted in
favor of the merger or consolidation nor consented thereto in writing pursuant
to (S)228 of this title shall be entitled to an appraisal by the Court of
Chancery of the fair value of the stockholder's shares of stock under the
circumstances described in subsections (b) and (c) of this section. As used in
this section, the word "stockholder" means a holder of record of stock in a
stock corporation and also a member of record of a nonstock corporation; the
words "stock" and "share" mean and include what is ordinarily meant by those
words and also membership or membership interest of a member of a nonstock
corporation; and the words "depository receipt" mean a receipt or other
instrument issued by a depository representing an interest in one or more
shares, or fractions thereof, solely of stock of a corporation, which stock is
deposited with the depository.

(b) Appraisal rights shall be available for the shares of any class or
series of stock of a constituent corporation in a merger or consolidation to
be effected pursuant to (S)251 (other than a merger effected pursuant to
(S)251(g) of this title), (S)252, (S)254, (S)257, (S)263 or (S)264 of this
title:

(1) Provided, however, that no appraisal rights under this section shall
be available for the shares of any class or series of stock, which stock,
or depository receipts in respect thereof, at the record date fixed to
determine the stockholders entitled to receive notice of and to vote at the
meeting of stockholders to act upon the agreement of merger or
consolidation, were either (i) listed on a national securities exchange or
designated as a national market system security on an interdealer quotation
system by the National Association of Securities Dealers, Inc. or (ii) held
of record by more than 2,000 holders; and further provided that no
appraisal rights shall be available for any shares of stock of the
constituent corporation surviving a merger if the merger did not require
for its approval the vote of the stockholders of the surviving corporation
as provided in subsection (f) of (S)251 of this title.

(2) Notwithstanding paragraph (1) of this subsection, appraisal rights
under this section shall be available for the shares of any class or series
of stock of a constituent corporation if the holders thereof are required
by the terms of an agreement of merger or consolidation pursuant to
(S)(S)251, 252, 254, 257, 258, 263 and 264 of this title to accept for such
stock anything except:

a. Shares of stock of the corporation surviving or resulting from
such merger or consolidation, or depository receipts in respect
thereof;

b. Shares of stock of any other corporation, or depository receipts
in respect thereof, which shares of stock (or depository receipts in
respect thereof) or depository receipts at the effective date of the
merger or consolidation will be either listed on a national securities
exchange or designated as a national market system security on an
interdealer quotation system by the National Association of Securities
Dealers, Inc. or held of record by more than 2,000 holders;

c. Cash in lieu of fractional shares or fractional depository
receipts described in the foregoing subparagraphs a. and b. of this
paragraph; or

d. Any combination of the shares of stock, depository receipts and
cash in lieu of fractional shares or fractional depository receipts
described in the foregoing subparagraphs a. b. and c. of this
paragraph.

(3) In the event all of the stock of a subsidiary Delaware corporation
party to a merger effected under (S)253 of this title is not owned by the
parent corporation immediately prior to the merger, appraisal rights shall
be available for the shares of the subsidiary Delaware corporation.

B-1
<PAGE>

(c) Any corporation may provide in its certificate of incorporation that
appraisal rights under this section shall be available for the shares of any
class or series of its stock as a result of an amendment to its certificate of
incorporation, any merger or consolidation in which the corporation is a
constituent corporation or the sale of all or substantially all of the assets
of the corporation. If the certificate of incorporation contains such a
provision, the procedures of this section, including those set forth in
subsections (d) and (e) of this section, shall apply as nearly as is
practicable.

(d) Appraisal rights shall be perfected as follows:

(1) If a proposed merger or consolidation for which appraisal rights are
provided under this section is to be submitted for approval at a meeting of
stockholders, the corporation, not less than 20 days prior to the meeting,
shall notify each of its stockholders who was such on the record date for
such meeting with respect to shares for which appraisal rights are
available pursuant to subsections (b) or (c) hereof that appraisal rights
are available for any or all of the shares of the constituent corporations,
and shall include in such notice a copy of this section. Each stockholder
electing to demand the appraisal of his shares shall deliver to the
corporation, before the taking of the vote on the merger or consolidation,
a written demand for appraisal of his shares. Such demand will be
sufficient if it reasonably informs the corporation of the identity of the
stockholder and that the stockholder intends thereby to demand the
appraisal of his shares. A proxy or vote against the merger or
consolidation shall not constitute such a demand. A stockholder electing to
take such action must do so by a separate written demand as herein
provided. Within 10 days after the effective date of such merger or
consolidation, the surviving or resulting corporation shall notify each
stockholder of each constituent corporation who has complied with this
subsection and has not voted in favor of or consented to the merger or
consolidation of the date that the merger or consolidation has become
effective; or

(2) If the merger or consolidation was approved pursuant to (S)228 or
(S)253 of this title, each constituent corporation, either before the
effective date of the merger or consolidation or within ten days
thereafter, shall notify each of the holders of any class or series of
stock of such constituent corporation who are entitled to appraisal rights
of the approval of the merger or consolidation and that appraisal rights
are available for any or all shares of such class or series of stock of
such constituent corporation, and shall include in such notice a copy of
this section; provided that, if the notice is given on or after the
effective date of the merger or consolidation, such notice shall be given
by the surviving or resulting corporation to all such holders of any class
or series of stock of a constituent corporation that are entitled to
appraisal rights. Such notice may, and, if given on or after the effective
date of the merger or consolidation, shall, also notify such stockholders
of the effective date of the merger or consolidation. Any stockholder
entitled to appraisal rights may, within 20 days after the date of mailing
of such notice, demand in writing from the surviving or resulting
corporation the appraisal of such holder's shares. Such demand will be
sufficient if it reasonably informs the corporation of the identity of the
stockholder and that the stockholder intends thereby to demand the
appraisal of such holder's shares. If such notice did not notify
stockholders of the effective date of the merger or consolidation, either
(i) each such constituent corporation shall send a second notice before the
effective date of the merger or consolidation notifying each of the holders
of any class or series of stock of such constituent corporation that are
entitled to appraisal rights of the effective date of the merger or
consolidation or (ii) the surviving or resulting corporation shall send
such a second notice to all such holders on or within 10 days after such
effective date; provided, however, that if such second notice is sent more
than 20 days following the sending of the first notice, such second notice
need only be sent to each stockholder who is entitled to appraisal rights
and who has demanded appraisal of such holder's shares in accordance with
this subsection. An affidavit of the secretary or assistant secretary or of
the transfer agent of the corporation that is required to give either
notice that such notice has been given shall, in the absence of fraud, be
prima facie evidence of the facts stated therein. For purposes of
determining the stockholders entitled to receive either notice, each
constituent corporation may fix, in advance, a record date that shall be
not more than 10 days prior to the date the notice is given, provided, that
if the notice is given on or after the effective date of the merger or
consolidation, the record date shall be such effective date. If no record
date is fixed and the notice is given prior to the effective date, the
record date shall be the close of business on the day next preceding the
day on which the notice is given.

B-2
<PAGE>

(e) Within 120 days after the effective date of the merger or consolidation,
the surviving or resulting corporation or any stockholder who has complied
with subsections (a) and (d) hereof and who is otherwise entitled to appraisal
rights, may file a petition in the Court of Chancery demanding a determination
of the value of the stock of all such stockholders. Notwithstanding the
foregoing, at any time within 60 days after the effective date of the merger
or consolidation, any stockholder shall have the right to withdraw his demand
for appraisal and to accept the terms offered upon the merger or
consolidation. Within 120 days after the effective date of the merger or
consolidation, any stockholder who has complied with the requirements of
subsections (a) and (d) hereof, upon written request, shall be entitled to
receive from the corporation surviving the merger or resulting from the
consolidation a statement setting forth the aggregate number of shares not
voted in favor of the merger or consolidation and with respect to which
demands for appraisal have been received and the aggregate number of holders
of such shares. Such written statement shall be mailed to the stockholder
within 10 days after his written request for such a statement is received by
the surviving or resulting corporation or within 10 days after expiration of
the period for delivery of demands for appraisal under subsection (d) hereof,
whichever is later.

(f) Upon the filing of any such petition by a stockholder, service of a copy
thereof shall be made upon the surviving or resulting corporation, which shall
within 20 days after such service file in the office of the Register in
Chancery in which the petition was filed a duly verified list containing the
names and addresses of all stockholders who have demanded payment for their
shares and with whom agreements as to the value of their shares have not been
reached by the surviving or resulting corporation. If the petition shall be
filed by the surviving or resulting corporation, the petition shall be
accompanied by such a duly verified list. The Register in Chancery, if so
ordered by the Court, shall give notice of the time and place fixed for the
hearing of such petition by registered or certified mail to the surviving or
resulting corporation and to the stockholders shown on the list at the
addresses therein stated. Such notice shall also be given by 1 or more
publications at least 1 week before the day of the hearing, in a newspaper of
general circulation published in the City of Wilmington, Delaware or such
publication as the Court deems advisable. The forms of the notices by mail and
by publication shall be approved by the Court, and the costs thereof shall be
borne by the surviving or resulting corporation.

(g) At the hearing on such petition, the Court shall determine the
stockholders who have complied with this section and who have become entitled
to appraisal rights. The Court may require the stockholders who have demanded
an appraisal for their shares and who hold stock represented by certificates
to submit their certificates of stock to the Register in Chancery for notation
thereon of the pendency of the appraisal proceedings; and if any stockholder
fails to comply with such direction, the Court may dismiss the proceedings as
to such stockholder.

(h) After determining the stockholders entitled to an appraisal, the Court
shall appraise the shares, determining their fair value exclusive of any
element of value arising from the accomplishment or expectation of the merger
or consolidation, together with a fair rate of interest, if any, to be paid
upon the amount determined to be the fair value. In determining such fair
value, the Court shall take into account all relevant factors. In determining
the fair rate of interest, the Court may consider all relevant factors,
including the rate of interest which the surviving or resulting corporation
would have had to pay to borrow money during the pendency of the proceeding.
Upon application by the surviving or resulting corporation or by any
stockholder entitled to participate in the appraisal proceeding, the Court
may, in its discretion, permit discovery or other pretrial proceedings and may
proceed to trial upon the appraisal prior to the final determination of the
stockholder entitled to an appraisal. Any stockholder whose name appears on
the list filed by the surviving or resulting corporation pursuant to
subsection (f) of this section and who has submitted his certificates of stock
to the Register in Chancery, if such is required, may participate fully in all
proceedings until it is finally determined that he is not entitled to
appraisal rights under this section.

(i) The Court shall direct the payment of the fair value of the shares,
together with interest, if any, by the surviving or resulting corporation to
the stockholders entitled thereto. Interest may be simple or compound, as the
Court may direct. Payment shall be so made to each such stockholder, in the
case of holders of uncertificated stock forthwith, and the case of holders of
shares represented by certificates upon the surrender to the corporation

B-3
<PAGE>

of the certificates representing such stock. The Court's decree may be
enforced as other decrees in the Court of Chancery may be enforced, whether
such surviving or resulting corporation be a corporation of this State or of
any state.

(j) The costs of the proceeding may be determined by the Court and taxed
upon the parties as the Court deems equitable in the circumstances. Upon
application of a stockholder, the Court may order all or a portion of the
expenses incurred by any stockholder in connection with the appraisal
proceeding, including, without limitation, reasonable attorney's fees and the
fees and expenses of experts, to be charged pro rata against the value of all
the shares entitled to an appraisal.

(k) From and after the effective date of the merger or consolidation, no
stockholder who has demanded his appraisal rights as provided in subsection
(d) of this section shall be entitled to vote such stock for any purpose or to
receive payment of dividends or other distributions on the stock (except
dividends or other distributions payable to stockholders of record at a date
which is prior to the effective date of the merger or consolidation);
provided, however, that if no petition for an appraisal shall be filed within
the time provided in subsection (e) of this section, or if such stockholder
shall deliver to the surviving or resulting corporation a written withdrawal
of his demand for an appraisal and an acceptance of the merger or
consolidation, either within 60 days after the effective date of the merger or
consolidation as provided in subsection (e) of this section or thereafter with
the written approval of the corporation, then the right of such stockholder to
an appraisal shall cease. Notwithstanding the foregoing, no appraisal
proceeding in the Court of Chancery shall be dismissed as to any stockholder
without the approval of the Court, and such approval may be conditioned upon
such teens as the Court deems just.

(l) The shares of the surviving or resulting corporation to which the shares
of such objecting stockholders would have been converted had they assented to
the merger or consolidation shall have the status of authorized and unissued
shares of the surviving or resulting corporation.

B-4
<PAGE>

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 145 of the General Corporation Law of the State of Delaware (the
"Delaware Law") authorizes the Registrant to indemnify the officers and
directors of the Company, under certain circumstances and subject to certain
conditions and limitations as stated therein, against all expenses and
liabilities incurred by or imposed upon them as a result of actions, suits and
proceedings, civil or criminal, brought against them as such officers and
directors if they acted in good faith and in a manner they reasonably believed
to be in or not opposed to the best interests of the Registrant and, with
respect to any criminal action or proceeding, had no reasonable cause to
believe their conduct was unlawful.

Reference is hereby made to the Registrant's Amended By-laws, a copy of
which is filed as Exhibit 3.02, which provides for indemnification of officers
and directors of the Registrant to the full extent authorized by Section 145
of the Delaware Law. The Amended By-laws authorize the Registrant to purchase
and maintain insurance on behalf of any officer, director, employee, trustee
or agent of the Registrant or its subsidiaries against any liability asserted
against or incurred by them in such capacity or arising out of their status as
such, whether or not the Registrant would have the power to indemnify such
officer, director, employee, trustee or agent against such liability under the
provisions of such Article or Delaware law.

The Registrant maintains a directors' and officers' insurance policy which
insures the officers and directors of the Registrant from any claim arising
out of an alleged wrongful act by such persons in their respective capacities
as officers and directors of the Registrant.

Section 102(b)(7) of the Delaware Law permits corporations to eliminate or
limit the personal liability of a director to the corporation or its
stockholders for monetary damages for breach of a fiduciary duty of care as a
director. Reference is made to the Registrant's Amended and Restated
Certificate of Incorporation, a copy of which is filed as Exhibit 3.01, which
limits a director's liability in accordance with such Section.

ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a) EXHIBITS:

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
-------- -----------
<C> <S> <C>
2.01 Merger Agreement for merger of Heidrick & Struggles, Inc. with the Regis-
trant (contained in Annex A to Joint Consent Statement/Prospectus)
3.01 Form of Amended Certificate of Incorporation of the Registrant (contained
in Annex A to Joint Consent Statement/Prospectus)
3.02 Form of Amended By-laws of the Registrant
4.01 Specimen stock certificate*
5.01 Opinion of Simpson Thacher & Bartlett as to the legality of the Company
Common Stock*
8.01 Opinion of Kramer, Levin, Naftalis & Frankel as to certain federal income
tax consequences*
10 Material contracts*
11 Statement re: computation of per share earnings*
12 Statement re: computation of ratios*
21 Subsidiaries of the Registrant*
23.01 Consent of Arthur Andersen LLP
23.02 Consent of Barbier Frinault & Associes (Arthur Andersen)
23.03 Consent of Simpson Thacher & Bartlett (contained in Exhibit 5.01)
23.04 Consent of Kramer, Levin, Naftalis & Frankel (contained in Exhibit 8.01)
24.01 Powers of Attorney (included in signature page)**
27.01 Financial Data Schedule*
</TABLE>
- --------
* To be filed by amendment.

**Previously filed.

II-1
<PAGE>

(b) FINANCIAL STATEMENT SCHEDULES:

Schedule II--H&S Inc. Allowance for doubtful accounts.

ITEM 22. UNDERTAKINGS

Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.

The undersigned registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act,
the information omitted from the form of prospectus filed as part of this
Registration Statement in reliance upon Rule 430A and contained in a form
of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of this
Registration Statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus shall
be deemed to be a new registration statement relating to the securities
offered therein, and the Offering of such securities at that time shall be
deemed to be the initial bona fide International Representative thereof.

The undersigned Registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the prospectus pursuant to
Item 4, 10(b), 11, or 13 of this form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
files subsequent to the effective date of the registration statement through
the date of responding to the request.

The undersigned Registrant hereby undertakes to supply by means of a post-
effective amendment all information concerning a transaction, and the company
being acquired involved therein, that was not the subject of and included in
the registration statement when it became effective.

The undersigned Registrant hereby undertakes as follows: that prior to any
public reoffering of the securities registered hereunder through use of a
prospectus which is a part of this registration statement, by any person or
party who is deemed to be an underwriter within the meaning of Rule 145(c),
the issuer undertakes that such reoffering prospectus will contain the
information called for by the applicable registration form with respect to
reofferings by persons who may be deemed underwriters, in addition to the
information called for by the other items of the applicable form.

The Registrant undertakes that every prospectus: (i) that is filed pursuant
to paragraph (1) immediately preceding or (ii) that purports to meet the
requirements of Section 10(a)(3) of the Act and is used in connection with an
offering of securities subject to Rule 415, will be filed as a part of an
amendment to the registration statement and will not be used until such
amendment is effective, and that, for purposes of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
therin, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

II-2
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized in the City of Chicago,
State of Illinois, on the 8th day of September, 1998.

HEIDRICK & STRUGGLES INTERNATIONAL, INC.

/s/ Donald M. Kilinski
By______________________________________

Chief Financial Officer and
Treasurer
Title___________________________________

II-3
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed below by the following persons in the
capacities on the 8th day of September, 1998.

SIGNATURE TITLE
- --------- -----
<S> <C>
* President, Chief Executive Officer and
___________________________________________ Director
Gerard Clery-Melin
(principal executive officer)

/s/ Donald M. Kilinski Chief Financial Officer and Treasurer
___________________________________________
Donald M. Kilinski
(principal financial and accounting
officer)

* Director
___________________________________________
Peter R. Breen

* Director
___________________________________________
Romeo Crameri

* Director
___________________________________________
Milena Djurdjevic

* Director
___________________________________________
Bengt Lejsved

* Director
___________________________________________
Jurgen Mulder

* Director
___________________________________________
Richard D. Nelson

* Director
___________________________________________
Christoph Netta

* Director
___________________________________________
Patrick S. Pittard

* Director
___________________________________________
Reinhold H. Thiele

</TABLE>

*By Donald M. Kilinski

II-4
<PAGE>

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Shareholders and Board of Directors of Heidrick & Struggles, Inc. and
Subsidiaries:

We have audited in accordance with generally accepted auditing standards,
the consolidated financial statements of Heidrick & Struggles, Inc. and
subsidiaries included in this registration statement and have issued our
report thereon dated July 19, 1998. Our audits were made for the purpose of
forming an opinion on the basic financial statements taken as a whole. The
Schedule II--Heidrick & Struggles, Inc. Allowance for Doubtful Accounts is the
responsibility of the Company's management and is presented for purposes of
complying with the Securities and Exchange Commission's rules and is not part
of the basic financial statements. This schedule has been subjected to the
auditing procedures applied in the audit of the basic financial statements
and, in our opinion, fairly states in all material respects the financial data
required to be set forth therein in relation to the basic financial statements
taken as a whole.

Arthur Andersen LLP

Chicago, Illinois

July 19, 1998

II-5
<PAGE>

SCHEDULE II

HEIDRICK & STRUGGLES, INC.

<TABLE>
<CAPTION>
CHARGED
BALANCE AT TO BALANCE AT
BEGINNING OF COSTS & END OF
YEAR EXPENSES DEDUCTION YEAR
------------ -------- --------- ----------
<S> <C> <C> <C> <C>
Year Ended December 31:
Allowance for doubtful accounts
1997............................. $1,925 $3,324 $(1,973) $3,276
------ ------ ------- ------
1996............................. $1,617 $2,263 $(1,955) $1,925
------ ------ ------- ------
1995............................. $1,691 $1,504 $(1,578) $1,617
------ ------ ------- ------
</TABLE>

The accompanying notes to consolidated financial statements are an integral
part of these statements.

II-6

<PAGE>

EXHIBIT 23.01

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

As independent certified public accountants, we hereby consent to the use of
our reports (and to all references to our firm) included in or made part of
this registration statement.

ARTHUR ANDERSEN LLP

Chicago, Illinois

September 8, 1998

<PAGE>

EXHIBIT 23.02

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

As independent certified public accountants, we hereby consent to the use of
our reports (and to all references to our firm) included in or made part of
this registration statement.

BARBIER FRINAULT & ASSOCIES

ARTHUR ANDERSEN

Neuilly-sur-Seine, France

September 8, 1998