SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 11-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT of
1934 [NO FEE REQUIRED] FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997 or
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [NO FEE REQUIRED] for the transition period from _______________
to __________
Commission File No. 1-5519
A. Full title of the plan and the address of the plan, if different from that
of the issuer named below:
CDI CORPORATION 401(k) SAVINGS PLAN
B. Name of issuer of the securities held pursuant to the plan and the address
of its principal executive office:
CDI CORP.
1717 Arch Street, 35th Floor
Philadelphia, Pennsylvania 19103-2768
<PAGE>
INDEX
Item ......... Page
- ---- ----
Signature..................................................................2
Audited Plan Financial Statements and Schedules Prepared in Accordance
With the Financial Reporting Requirements of ERISA.........................3
Exhibit Index..............................................................16
Exhibit ...................................................................17
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Savings
Plan Committee has duly caused this annual report to be signed on its behalf by
the undersigned thereunto duly authorized.
CDI CORPORATION 401(K) SAVINGS PLAN
Date:....10/15/98 ......... By:/s/ JOSEPH R. SEIDERS
---------------------
Joseph R. Seiders
Member, Savings Plan Committee
2
<PAGE>
CDI CORPORATION 401(k) SAVINGS PLAN
(Formerly, CDI Corporation Employee Savings Plan)
Financial Statements
and
Additional Information
December 31, 1997
3
<PAGE>
CDI CORPORATION 401(k) SAVINGS PLAN
(Formerly, CDI Corporation Employees' Savings plan)
Table of Contents
December 31, 1997 and 1996
Page
Independent Auditors' Report ................................................5
Financial Statements:
Statements of Net Assets Available for
Plan Benefits, including Fund Information............................6
Statements of Changes in Net Assets Available for
Plan Benefits, including Fund Information............................8
Notes to Financial Statements ..............................................10
Schedule
1 Schedule of Assets Held for Investment Purposes - Item 27(a) ....14
2 Schedule of Reportable Transactions - Item 27(d) ................15
4
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Savings Plan Committee
CDI Corporation:
We have audited the accompanying statements of net assets available for plan
benefits of the Employees' Savings Plan of CDI Corporation (the Plan) as of
December 31, 1997 and 1996, and the related statements of changes in net assets
available for plan benefits for the years then ended. These financial statements
are the responsibility of the Plan's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for plan benefits of the Plan as
of December 31, 1997 and 1996, and the changes in net assets available for plan
benefits for the years then ended in conformity with generally accepted
accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets held
for investment purposes and reportable transactions are presented for the
purpose of additional analysis and are not a required part of the basic
financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. These supplemental
schedules are the responsibility of the Plan's management. The Fund Information
in the statements of net assets available for plan benefits and the statements
of changes in net assets available for plan benefits is presented for purposes
of additional analysis rather than to present the net assets available for plan
benefits and changes in net assets available for plan benefits of each fund. The
supplemental schedules and Fund Information have been subjected to the auditing
procedures applied in the audits of the basic financial statements and, in our
opinion, are fairly stated in all material respects in relation to the basic
financial statements taken as a whole.
/s/ KPMG Peat Marwick LLP
Philadelphia, Pennsylvania
October 6, 1998
5
<PAGE>
CDI CORPORATION 401(k) SAVINGS PLAN
(Formerly, CDI Corporation Employees' Savings Plan)
Statement of Net Assets Available for Plan Benefits, including Fund Information
December 31, 1997
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Guaranteed AIM American Fidelity American
Income Constell. Balanced Advisos Growth Oppenheimer Pioneer Loan
Fund Fund Fund Fund Fund Fund Fund Fund Total
- ------------------------------------------------------------------------------------------------------------------------------------
Assets:
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Investments $ 3,728,363 3,728,298 2,228,394 4,367,580 1,834,440 3,236,710 2,762,306 450,412 22,336,503
Contribution receivable 25,984 48,226 20,825 47,550 24,958 28,051 30,117 - 225,711
Due from (to) other funds - - 162 (452) - (4,004) - - (4,294)
- ------------------------------------------------------------------------------------------------------------------------------------
Net assets available for
plan benefits $ 3,754,347 3,776,524 2,249,381 4,414,678 1,859,398 3,260,757 2,792,423 450,412 22,557,920
- ------------------------------------------------------------------------------------------------------------------------------------
See accompanying notes to financial statements.
</TABLE>
6
<PAGE>
CDI CORPORATION 401(k) SAVINGS PLAN
(Formerly, CDI Corporation Employees' Savings Plan)
Statement of Net Assets Available for Plan Benefits, including Fund Information
December 31, 1996
<TABLE>
<CAPTION>
Guaranteed AIM American Fidelity American
Income Constell. Balanced Advisors Growth Oppheim. Pioneer Loan
Fund Fund Fund Fund Fund Fund Fund Fund Total
- ------------------------------------------------------------------------------------------------------------------------------------
Assets:
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Investments $ 8,664,844 5,898,055 3,111,282 5,850,162 2,540,194 4,604,175 3,248,021 1,186,768 35,103,501
Cash and cash equivalents 17,160 18,946 8,596 17,907 8,282 13,923 10,483 - 95,297
Contribution receivable 358,523 331,748 44,930 78,708 49,377 56,751 59,572 - 979,609
Due from (to) other funds 5,974 7,859 3,116 6,692 2,981 4,237 4,502 (35,361) -
- ------------------------------------------------------------------------------------------------------------------------------------
Net assets available for
plan benefits $ 9,046,501 6,256,608 3,167,924 5,953,469 2,600,834 4,679,086 3,322,578 1,151,407 36,178,407
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
See accompanying notes to financial statements.
7
<PAGE>
CDI CORPORATION 401(k) SAVINGS PLAN
(Formerly, CDI Corporation Employees' Savings Plan)
Statement of Changes in Net Assets Available for Plan Benefits, including Fund
Information
Year ended December 31, 1997
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Guaranteed AIM American Fidelity American
Income Constell. Balanced Advisors Growth Oppheim. Pioneer Loan
Fund Fund Fund Fund Fund Fund Fund Fund Total
- ------------------------------------------------------------------------------------------------------------------------------------
Additions:
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Investment income $ 17,125 276,141 265,869 275,499 198,030 111,013 290,603 53,338 1,487,618
Net realized and unrealized
appreciation 204,559 210,094 158,020 556,881 152,209 315,062 47,167 - 1,643,992
Loan activity, net (49,153) (26,707) (512) 9,885 (4,494) 6,468 7,404 57,109 -
Contributions:
Employee 427,849 781,961 287,540 687,895 313,922 433,230 487,900 - 3,420,297
Employer 20,730 37,167 16,474 36,577 19,822 22,438 23,588 - 176,796
- ------------------------------------------------------------------------------------------------------------------------------------
Total additions 621,110 1,278,656 727,391 1,566,737 679,489 888,211 856,662 110,447 6,728,703
- ------------------------------------------------------------------------------------------------------------------------------------
Deductions:
Withdrawals to participants 1,317,455 422,873 213,426 376,590 257,521 335,336 274,354 44,805 3,242,360
Interfund transfers (893,144) 4,062 142,705 309,241 108,765 330,595 (2,224) - -
Transfers to affiliated plan (3,754,855)(3,600,774) (1,622,366) (3,305,549) (1,396,279)(2,568,964)(1,653,650) (819,138)(18,721,575)
Transfers from merged plans 52,190 260,845 47,153 267,370 124,110 267,165 543,411 52,501 1,614,745
- ------------------------------------------------------------------------------------------------------------------------------------
Net decrease (5,292,154)(2,480,084) (918,543) (1,538,791) (741,436) (1,418,329) (530,155) (700,995)(13,620,487)
Net assets available for plan
benefits:
Beginning of year 9,046,501 6,256,608 3,167,924 5,953,469 2,600,834 4,679,086 3,322,578 1,151,407 36,178,407
- ------------------------------------------------------------------------------------------------------------------------------------
End of year $ 3,754,347 3,776,524 2,249,381 4,414,678 1,859,398 3,260,757 2,792,423 450,412 22,557,920
- ------------------------------------------------------------------------------------------------------------------------------------
See accompanying notes to financial statements.
</TABLE>
8
<PAGE>
CDI CORPORATION 401(k) SAVINGS PLAN
(Formerly, CDI Corporation Employees' Savings Plan)
Statement of Changes in Net Assets Available for Plan Benefits, including Fund
Information
Year ended December 31, 1996
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
Guaranteed Diversified Aggressive AIM American Fidelity
Income Stock Stock Constellation Balanced Advisors
Fund Fund Fund Fund Fund Fund
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Additions:
Investment income (loss) $ 620,181 140,986 (5,246) 410,120 245,259 457,524
Net realized and unrealized
appreciation (depreciation) - 947,427 524,470 23,533 (24,071) 191,311
Loan activity, net (18,785) (91,086) (88,388) 38,303 25,153 33,678
Contributions:
Employee 1,497,199 1,337,188 859,479 616,395 219,014 438,678
Employer 60,004 7,633 3,596 69,445 29,530 52,117
- --------------------------------------------------------------------------------------------------------------------------------
Total additions 2,158,599 2,342,148 1,293,911 1,157,796 494,885 1,173,308
- --------------------------------------------------------------------------------------------------------------------------------
Deductions:
Withdrawals to participants 1,739,940 1,044,652 602,345 94,386 54,109 18,814
Interfund transfers (3,409,065) (10,872,866) (7,219,872) 5,193,198 2,727,148 4,798,975
Transfers from / (to) affiliated
plan 6,998 (99,281) (90,349) - - -
- --------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) (2,983,408) (9,674,651) (6,618,655) 6,256,608 3,167,924 5,953,469
Net assets available for
plan benefits:
Beginning of year 12,029,909 9,674,651 6,618,655 - - -
- --------------------------------------------------------------------------------------------------------------------------------
End of year $ 9,046,501 - - 6,256,608 3,167,924 5,953,469
</TABLE>
See accompanying notes to financial statements.
9
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------
American
Growth Oppenheimer Pioneer Loan
Fund Fund Fund Fund Total
- --------------------------------------------------------------------------------------------
Addition
<S> <C> <C> <C> <C> <C>
Investment income (loss) 208,192 210,816 239,044 - 2,526,876
Net realized and unrealized
appreciation (depreciation) 79,270 262,344 (59,293) - 1,944,991
Loan activity, net 25,774 28,108 25,014 136,307 114,078
Contributions:
Employee 221,890 276,773 295,934 - 5,762,550
Employer 27,472 33,984 35,937 - 319,718
- --------------------------------------------------------------------------------------------------------------------------------
Total additions 562,598 812,025 536,636 136,307 10,668,213
- --------------------------------------------------------------------------------------------------------------------------------
Deductions:
Withdrawals to participants 23,661 3,682 63,900 - 3,645,489
Interfund transfers 2,061,897 3,870,743 2,849,842 -
-
Transfers from / (to) affiliated
plan - - - - (182,632)
- --------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) 2,600,834 4,679,086 3,322,578 136,307 6,840,092
Net assets available for
plan benefits:
Beginning of year - - - 1,015,100 29,338,315
- --------------------------------------------------------------------------------------------------------------------------------
End of year 2,600,834 4,679,086 3,322,578 1,151,407 36,178,407
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
See accompanying notes to financial statements.
10
<PAGE>
CDI CORPORATION 401(k) SAVINGS PLAN
- -(Formerly, CDI Corporation Employees' Savings Plan)
Notes to Financial Statements
December 31, 1997 and 1996
(Continued)
(1) Description of Plan
The following description of the Employees' Savings Plan of CDI
Corporation (the Plan) provides only general information. Participants
should refer to the Plan agreement for a more complete description of
the Plan's provisions.
Eligibility
The Plan is for the benefit of all employees of CDI Corporation and
subsidiaries (the Company) who have attained age 21 and completed one
year of service. The Plan was adopted on May 1, 1985 and is a defined
contribution plan subject to the provisions of the Employee Retirement
Income Security Act of 1974 (ERISA) and Section 401(k) of the Internal
Revenue Code.
Plan Mergers
Effective January 1, 1997, staff participants in the Innovative
Information Systems, Inc. Savings Plan and United Engineers, Inc.
401(k) Plan (the "merged plans") were added to the Employees' Savings
Plan of CDI Corporation. The assets of the Innovative Information
Systems, Inc. Savings Plan and United Engineers, Inc.. 401(k) Plan were
each merged into the Plan in June 1997 and October 1997, respectively.
All employees who were participants in the merged plans effectively
became 100% vested in their account balances under those plans. The
terms of the Company contributions and the plan eligibility
requirements under the merged plans were replaced in favor of those
outlined n the provisions of the Employees' Savings Plan of CDI
Corporation.
Contributions
Eligible employees may make a voluntary, tax-deferred contribution of
1% to 15% of their base salary to the Plan subject to limitations
established by the Internal Revenue Code, and the Company contributes
an amount equal to 30% of such contribution limited to $400 per
participant. Additionally, for the Plan year ended December 31, 1996,
the Company contributed an amount equal to 30% of such contribution,
limited to $400, for certain participants classified as nonstaff
employees at CDI Marine and Stubbs, Overbeck & Associates, Inc. For the
Plan year ended December 31, 1997, no such matching contribution was
made for these participants as they were transferred into the CDI
Corporation Retirement Savings Plan for Nonstaff Employees (an
affiliated plan) during the year.
11
<PAGE>
(1) Continued
Contributions are invested as directed by the employee and maintained
in separate accounts for each participant.
Investment Income
Interest and dividends earned by each of the investment funds are
reinvested in the same funds. Such amounts are credited to the
participants' accounts based on the terms of the Plan.
Vesting
A participant is vested in 100% of his or her account at all times,
including the employer contribution, and can withdraw up to 100% of
deferred contributions in the event of a monetary hardship as
interpreted in accordance with the applicable Internal Revenue Service
regulations.
Withdrawals
The Plan provides for distribution of the total vested amount in the
participants' accounts upon termination of employment, retirement,
attainment of age 59-1/2, permanent disability, or death.
Loans
Participants are permitted to make loan withdrawals against their
individual account balances, with the exception of any amounts in the
Stubbs, Overbeck and Associates account. The loan amount must be a
minimum of $500 and may not exceed one-half of the participant's vested
account balance (or $50,000, reduced by the participant's highest
outstanding loan balance during the previous year, if lower). Loans are
evidenced by a promissory note bearing a rate of interest equal to the
prime rate plus two percent, and generally require repayment within
five years.
(2) Summary of Significant Accounting Policies
Basis of Presentation
The accompanying financial statements have been prepared on the accrual
basis of accounting and present the net assets available for plan
benefits and changes in those net assets.
(2) Continued
Cash and Cash Equivalents
Cash and cash equivalents represent amounts contributed to the plan
that as of year-end have not been transferred to the participant's
designated investment vehicle. These funds are held in an
interest-bearing checking account. For financial statement purposes
these funds have been shown as assets of the designated investment
vehicle where they will ultimately be transferred.
Investments
Mutual funds are valued at quoted net share values which are based on
the underlying market value of the investments. Security transactions
are accounted for on the settlement date for securities purchased or
sold. The proceeds from sales of investments are compared to cost for
each investment to determine realized gains and losses. Dividend income
is recorded on the ex-dividend date. Interest income is recorded on the
accrual basis.
Administrative Expenses
Administrative expenses incurred in the operation of the Plan are paid
by the Company and are not reflected in the accompanying 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 reported amounts of assets and
liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. Actual
results could differ from these estimates.
(3) Investments
Investments consist of the following as of December 31, 1997 and 1996:
1997 1996
Guaranteed Income Fund:
PaineWebber Trust $ 3,728,363 8,664,844
AIM Constellation Fund 3,728,298 5,898,055
American Balanced Fund 2,228,394 3,111,282
Fidelity Advisors Growth Opportunities Fund 4,367,580 5,850,162
American - The Growth Fund of America 1,834,440 2,540,194
Oppenheimer Quest Opportunity Value Fund 3,236,710 4,604,175
Pioneer Capital Growth Fund 2,762,306 3,248,021
---------------------------------------------------------------------------
Total $ 21,886,091 33,916,733
---------------------------------------------------------------------------
Each of these investments represents five percent or more of the Plan's
net assets for the year ended December 31,1997 and 1996, respectively.
(4) Transfers to Affiliated Plan
During the Plan year ended December 31, 1997 nonstaff participants of
the Plan were transferred to the CDI Corporation Retirement Savings
Plan for Nonstaff Employees (affiliated plan). Upon transference of
their account balances from the Plan to the affiliated plan,
participants became subject to the terms and provisions of the
affiliated plan.
(5) Federal Income Taxes
The Internal Revenue Service has issued a letter of determination dated
February 2, 1996 that the Plan is a qualified plan under Section 501(a)
of the Internal Revenue Code and is, therefore, exempt from federal
income taxes. The plan administrator believes that the plan is
currently in compliance with the applicable requirements of the
Internal Revenue Code. Therefore, the administrator believes that the
Plan is qualified and tax exempt.
(6) Plan Termination
Although it has not expressed any intent to do so, the Company has the
right under the Plan provisions to discontinue its contributions at any
time and to terminate the Plan subject to the provisions of ERISA.
(7) Change in Administration of the Plan
Effective July 1, 1996 Buck Consultants took over the recordkeeping
responsibilities of the Plan from Williams, Thatcher, Rand. In October
1996 Riggs Bank N.A. was hired to function as trustee of the Plan.
Prior to this, the Company had acted in the capacity of trustee of the
Plan.
(8) Subsequent Event
Effective October 1, 1998, other 401(k) plans maintained by the Company
were merged into the Plan. Certain of the plan provisions of each of
the respective merged plans will be maintained under the Plan. In
addition, Putnam Investments took over recordkeeping and trustee
responsibilities from those previously serving on behalf of the Plan.
(9) Reconciliation to Form 5500
The Form 5500 filed by the Plan reflects distributions payable of
$46,160 as a liability at December 31, 1997. This amount is included in
net assets available for benefits in the accompanying financial
statements as of December 31, 1997.
12
<PAGE>
Schedule 1
CDI CORPORATION 401(k) SAVINGS PLAN
(Formerly, CDI Corporation Employees' Savings Plan)
Schedule of Assets Held for Investment Purposes - Item 27(a)
December 31, 1997
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------
Contract /
Identity of issue Description Cost fair value
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Paine Webber Trust Co. Guaranteed Income Fund $ 3,563,502 3,728,363
AIM Constellation Fund Mutual Fund 3,712,116 3,728,298
American Balanced Fund Mutual Fund 2,132,459 2,228,394
Fidelity Advisors Growth Opportunities Fund Mutual Fund 3,827,167 4,367,580
American - The Growth Fund of America Mutual Fund 1,715,194 1,834,440
Oppenheimer Quest Opportunity Value Fund Mutual Fund 2,858,666 3,236,710
Pioneer Capital Growth Fund Mutual Fund 2,775,344 2,762,306
Loan Fund 450,412 450,412
- -------------------------------------------------------------------------------------------------------
Total $ 21,034,860 22,336,503
- -------------------------------------------------------------------------------------------------------
</TABLE>
13
<PAGE>
Schedule 2
CDI CORPORATION 401(k) SAVINGS PLAN
(Formerly, CDI Corporation Employees' Savings Plan)
Schedule of Reportable Transactions - Item 27(d)
Year ended December 31, 1997
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
Identity of No. of Cost of No. of Sales Cost of Realized
party involved Description purchases purchases sales proceeds sales gain (loss)
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Paine Webber Trust Co. (A) Guaranteed Income Fd. 237 $ 1,566,392 262 6,707,432 6,667,734 39,698
Paine Webber Trust Co. (I) Guaranteed Income Fd. - - 1 2,595,205 2,599,469 (4,264)
AIM Constellation Fund (A) Mutual Fund 275 2,441,013 229 4,820,864 4,788,771 32,093
AIM Constellation Fund (I) Mutual Fund - - 1 2,778,810 2,765,394 13,416
American Balanced Fund (A) Mutual Fund 214 1,025,397 164 2,066,305 2,035,412 30,893
Fidelity Advisors Growth
Opportunities Fund (A) Mutual Fund 306 2,143,636 215 4,183,099 4,012,764 170,335
Fidelity Advisors Growth
Opportunities Fund (I) Mutual Fund - - 1 2,363,575 2,306,820 56,755
American - The Growth Fund
of America (A) Mutual Fund 236 1,026,305 210 1,884,268 1,814,188 70,080
Oppenheimer Quest Opportunity
Value Fund (A) Mutual Fund 320 1,558,754 180 3,241,281 3,104,902 136,379
Oppenheimer Quest Opportunity
Value Fund (I) Mutual Fund - - 1 1,977,460 1,933,003 44,457
Pioneer Capital Growth Fund (A) Mutual Fund 249 1,628,250 186 2,161,132 2,128,626 32,506
- -----------------------------------------------------------------------------------------------------------------------------------
(A) These represent the aggregate amount of a series of transactions which individually do not qualify as a reportable transaction.
(I) This represents an individual reportable transaction.
</TABLE>
14
<PAGE>
EXHIBIT INDEX
Exhibit No. Document
23 Consent of Independent Accountants
15
<PAGE>
EXHIBIT 23
CONSENT OF KPMG PEAT MARWICK LLP
16
<PAGE>
CONSENT OF KPMG PEAT MARWICK LLP
The Board of Directors
CDI Corp.:
We consent to the use of our report included herein.
Philadelphia, Pennsylvania
October 12, 1998
17
