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, 1998 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 the 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> 2
Independent Auditors Report
The Savings Plan Committee
CDI Corporation:
We have audited the accompanying statements of net assets available
for plan benefits of the CDI Corporation 401(k) Savings Plan (the
Plan) as of December 31, 1998 and 1997, 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, 1998 and 1997, 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 the 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 LLP
--------------------------
June 18, 1999 KPMG LLP
<PAGE> 3
CDI CORPORATION 401(k) SAVINGS PLAN
Statement of Net Assets Available for Plan Benefits, including Fund
Information
December 31, 1998
<TABLE>
<CAPTION>
Guaranteed CDI Corp. Fidelity Fidelity George Janus Asset
Income Stock Advisors G & I Putnam Worldwide Allocation
Cash Fund Fund Fund Fund Fund Fund Fund
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Assets:
Cash $ 12,206 - - - - - - -
Investments - 29,934,026 1,943,158 25,725,281 3,505,728 8,649,269 2,266,134 4,283,212
Contribution
Receivable - 109,429 13,507 151,977 30,913 55,555 20,242 11,850
- -------------------------------------------------------------------------------------------------------------------
Net assets
available for
plan benefits $ 12,206 30,043,455 1,956,665 25,877,258 3,536,641 8,704,824 2,286,376 4,295,062
- -------------------------------------------------------------------------------------------------------------------
See accompanying notes to financial statements.
</TABLE>
<PAGE> 4
CDI CORPORATION 401(k) SAVINGS PLAN
Statement of Net Assets Available for Plan Benefits, including Fund
Information, Continued
December 31, 1998
<TABLE>
<CAPTION>
Capital Intl. Putnam S&P Putnam
Apprec. Growth Investors Index Voyager Oppenheimer Loan
Fund Fund Fund Fund Fund Fund Fund Total
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Assets:
Cash $ - - - - - - - 12,206
Investments 9,127,162 134,288 12,095,158 12,321,825 51,187,708 13,578,469 4,079,467 178,830,885
Contribution
Receivable 31,251 2,084 81,174 36,710 232,520 93,825 - 871,037
- --------------------------------------------------------------------------------------------------------------------
Net assets
available
for plan
benefits $ 9,158,413 136,372 12,176,332 12,358,535 51,420,228 13,672,294 4,079,467 179,714,128
- --------------------------------------------------------------------------------------------------------------------
See accompanying notes to financial statements.
</TABLE>
<PAGE> 5
CDI CORPORATION 401(k) SAVINGS PLAN
Statement of Net Assets Available for Plan Benefits, including Fund
Information
December 31, 1997
<TABLE>
<CAPTION>
Stable AIM American Fidelity American
Value Constell. Balanced Advisors Growth Oppenheimer Pioneer Loan
Portfolio Fund Fund Fund Fund Fund Fund Fund Total
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Assets:
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 plans - - 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>
<PAGE> 6
CDI CORPORATION 401(k) SAVINGS PLAN
Statement of Changes in Net Assets Available for Plan Benefits,
including Fund Information
Year ended December 31, 1998
<TABLE>
<CAPTION>
Stable AIM American American Guaranteed CDI Corp.
Value Constell. Balanced Growth Pioneer Income Stock
Cash Portfolio Fund Fund Fund Fund Fund Fund
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Additions:
Investment income $ - 3,294 8,198 2,802 3,595 3,938 311,229 1,376
Net realized and
unrealized appreciation
(depreciation) - 150,360 (166,515) 45,848 57,817 (390,284) 122,435 (223,874)
Loan activity, net - (244) (8,200) (14,150) (15,027) 10,370 10,452 4,931
Contributions:
Employee 1,452 200,407 465,772 217,681 230,696 302,838 2,096,652 132,712
Employer - - 1,500 - - 2,500 68,327 5,911
- -------------------------------------------------------------------------------------------------------------------------
Total 1,452 353,817 300,755 252,181 277,081 (70,638) 2,609,095 (78,944)
- -------------------------------------------------------------------------------------------------------------------------
Deductions:
Withdrawals
to participants - 858,720 310,778 148,169 165,983 129,056 335,994 9,376
Interfund transfers 10,754 377,506 (294,638) (76,217) 130,514 (440,687) 748,864 356,588
Transfers (to) from
affiliated plans - (38,947) 45,827 (30,304) (17,035) (29,790) - -
Transfers from
merged plans - (3,588,003) (3,517,690) (2,246,872) (2,083,975) (2,122,252) 27,021,490 1,688,397
- -------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) 12,206 (3,754,347) (3,776.524) (2,249,381) (1,859,398) (2,792,423) 30,043,455 1,956,665
Net assets available for
plan benefits:
Beginning of year - 3,754,347 3,776,524 2,249,381 1,859,398 2,792,423 - -
- -------------------------------------------------------------------------------------------------------------------------
End of year $ 12,206 - - - - - 30,043,455 1,956,665
- -------------------------------------------------------------------------------------------------------------------------
See accompanying notes to financial statements.
</TABLE>
<PAGE> 7
CDI CORPORATION 401(k) SAVINGS PLAN
Statement of Changes in Net Assets Available for Plan Benefits,
including Fund Information
Year ended December 31, 1998
<TABLE>
<CAPTION>
Fidelity Fidelity Janus George Asset Capital
Advisors G & I Worldwide Oppenheimer Putnam Allocation Appreciation
Fund Fund Fund Fund Fund Fund Fund
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Additions:
Investment income $ 1,017,466 47,115 9,798 794,668 619,346 84,331 258,878
Net realized and
unrealized appreciation
(depreciation) 3,488,586 343,795 315,213 610,691 192,577 546,840 1,516,352
Loan activity, net (40,790) (3,164) 2,236 (19,473) 2,282 (2,066) 9,286
Contributions:
Employee 1,835,735 259,315 118,630 1,250,245 420,242 151,130 274,937
Employer 83,709 10,005 8,698 49,306 29,232 4,781 12,857
- ------------------------------------------------------------------------------------------------------------------------
Total 6,384,706 657,066 454,575 2,685,437 1,263,679 785,016 2,072,310
- ------------------------------------------------------------------------------------------------------------------------
Deductions:
Withdrawals
to participants 587,980 1,045 11,084 428,072 62,938 62,460 202,034
Interfund transfers (111,255) 1,314,593 804,445 (984,936) (319,626) 91,329 (131,131)
Transfers (to) from
affiliated plans 9,881 - - (45,881) - - -
Transfers from
merged plans 15,767,228 1,566,027 1,038,440 9,184,989 7,823,709 3,481,177 7,419,268
- ------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) 21,462,580 3,536,641 2,286,376 10,411,537 8,704,824 4,295,062 9,158,413
Net assets available for
plan benefits:
Beginning of year 4,414,678 - - 3,260,757 - - -
- ------------------------------------------------------------------------------------------------------------------------
End of year $ 25,877,258 3,536,641 2,286,376 13,672,294 8,704,824 4,295,062 9,158,413
- ------------------------------------------------------------------------------------------------------------------------
See accompanying notes to financial statements.
</TABLE>
<PAGE> 8
CDI CORPORATION 401(k) SAVINGS PLAN
Statement of Changes in Net Assets Available for Plan Benefits,
including Fund Information
Year ended December 31, 1998
<TABLE>
<CAPTION>
Intl. Putnam S&P Putnam
Growth Investors Index Voyager Loan
Fund Fund Fund Fund Fund Total
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Additions:
Investment income $ 2,286 310,273 2,370 3,392,158 - 6,873,121
Net realized and
unrealized appreciation
(depreciation) 3,217 2,467,834 2,288,395 9,479,521 - 20,848,808
Loan activity, net 82 (13,374) (5,697) (21,878) 104,424 -
Contributions:
Employee 11,015 586,559 284,742 1,793,944 - 10,634,704
Employer 758 44,610 12,492 125,669 - 460,355
- ------------------------------------------------------------------------------------------------------------
Total 17,358 3,395,902 2,582,302 14,769,414 104,424 38,816,988
- ------------------------------------------------------------------------------------------------------------
Deductions:
Withdrawals
to participants - 174,300 77,199 760,999 31,836 4,358,023
Interfund transfers 119,014 103,964 929.777 (2,628,858) - -
Transfers (to) from
affiliated plans - - - - (106,249)
Transfers from
merged plans - 8,850,766 8,923,655 40,040,671 3,556,467 122,803,492
- ------------------------------------------------------------------------------------------------------------
Net increase (decrease) 136,372 12,176,332 12,358,535 51,420,228 3,629,055 157,156,208
Net assets available for
plan benefits:
Beginning of year - - - - 450,412 22,557,920
- ------------------------------------------------------------------------------------------------------------
End of year $ 136,372 12,176,332 12,358,535 51,420,228 4,079,467 179,714,128
- ------------------------------------------------------------------------------------------------------------
See accompanying notes to financial statements.
</TABLE>
<PAGE> 9
CDI CORPORATION 401(k) SAVINGS PLAN
Statement of Changes in Net Assets Available for Plan Benefits,
including Fund Information
Year ended December 31, 1997
<TABLE>
<CAPTION>
Stable AIM American Fidelity American
Value Constellation Balanced Advisors Growth Oppenheimer Pioneer Loan
Portfolio Fund Fund Fund Fund Fund Fund Fund Total
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Additions:
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) from
affiliated plans (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 beneifts:
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>
<PAGE> 10
CDI CORPORATION 401(k) SAVINGS PLAN
Notes to Financial Statements
December 31, 1998 and 1997
(1) Description of Plan
The following description of the CDI Corporation 401(k)
Savings Plan (the Plan) provides only general information.
Participants should refer to the Plan agreement for a more
complete description of the Plan's provisions.
(a) Eligibility
The Plan is for the benefit of all employees of CDI
Corporation and those subsidiaries designated a
Participating Employer (the Company). Employees are
eligible to participate on the first day of the month
following their date of hire. The Plan, adopted
May 1, 1985, was Amended and Restated on October 1,
1998, 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.
(b) Plan Mergers
Effective October 1, 1998, participants in the CDI
Corporation Retirement Savings Plan for Non-Staff
Employees and the Modern Engineering, Inc. Retirement
Savings Plan (the "merged plans") were merged with the
Employee Savings Plan of CDI Corporation. The
surviving plan was renamed the CDI Corporation 401(k)
Savings Plan. The assets of the CDI Corporation
Retirement Savings Plan for Non-Staff Employees and the
Modern Engineering, Inc. Retirement Savings Plan were
merged into the Plan in October 1998. The terms of the
plan eligibility requirements under the merged plans
were replaced in favor of those outlined in the
provisions of the CDI Corporation 401(k) Savings Plan.
The provisions for Company contributions under the
merged plans remained the same as they were prior to the
merger into the Plan. The transfer of assets from the
investment options under the merged plans to the options
under the Plan are included in transfers from merged
plans in the Statement of Changes in Net Assets
Available for Plan Benefits.
<PAGE> 11
CDI CORPORATION 401(k) SAVINGS PLAN
Notes to Financial Statements
December 31, 1998 and 1997
(c) Contributions
Eligible employees may make voluntary, tax deferred
contributions of a specified percentage of their
compensation to the Plan subject to the limitations
established by the Internal Revenue Code. Each
Participating Employer may, at the discretion of its
board of directors, make matching contributions, which
are added to the employee's elective contributions. The
employer matching contributions are subject to
limitations established by the Internal Revenue Code and
provisions of the Plan. Contributions are invested as
directed by the employee and maintained in separate
accounts for each participant.
(d) 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.
(e) Vesting
A participant is vested in 100% of his or her elective
deferral accounts at all times, including the employer
contributions (except for employees of Modern
Engineering, Inc.) Modern employees must be credited
with four years of service to be fully vested in their
employer's contribution.
(f) Distributions
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.
<PAGE> 12
CDI CORPORATION 401(k) SAVINGS PLAN
Notes to Financial Statements
December 31, 1998 and 1997
(g) Withdrawals
Participants can withdraw up to 100% of their deferred
contributions in the event of a monetary hardship as
interpreted in accordance with the applicable Internal
Revenue regulations.
<PAGE> 13
CDI CORPORATION 401(k) SAVINGS PLAN
Notes to Financial Statements
December 31, 1998 and 1997
(h) 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, and amounts invested in the CDI Corp.
Stock Fund. 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
(a) 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.
(b) Cash
Cash represents amounts contributed to the plan that
have not been transferred to the participant's
designated investment vehicle. These funds are held
in an interest-bearing checking account.
(c) Investments
Mutual funds are valued at quoted net share values that
are based on the underlying market value of the
investments. CDI Corp. common stock is valued at
quoted market price. Security transactions are
accounted for on the trade date for securities
purchased or sold. The proceeds from sales of
investments are compared to the 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.
<PAGE> 14
CDI CORPORATION 401(k) SAVINGS PLAN
Notes to Financial Statements
December 31, 1998 and 1997
(d) Administrative Expenses
Those administrative expenses incurred in the operation
of the Plan that are paid by the Company are not
reflected in the accompanying financial statements. Any
such expenses borne by the Participants are taken into
account in determining Net Assets Available for Plan
Benefits.
(e) 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) Investment Options
Participants may invest in the following as of December 31,
1998:
Guaranteed Income Fund
This stable value investment seeks to offer stability while
maximizing current income and providing book value liquidity.
CDI Corp. Stock Fund
This fund invests exclusively in shares of CDI Corp. common
stock for those investors who want to share in the potential
growth of the company.
Fidelity Advisors Fund
This fund seeks capital growth by investing primarily in
common stocks of companies that are believed to have
long-term growth potential. Although the fund invests
primarily in common stocks, it has the ability to purchase
other securities, such as preferred stocks and bonds.
<PAGE> 15
CDI CORPORATION 401(k) SAVINGS PLAN
Notes to Financial Statements
December 31, 1998 and 1997
Fidelity Growth & Income Fund
This fund seeks to provide high total return through a
combination of current income and capital appreciation.
It invests primarily in U.S. and foreign securities of
companies that pay current dividends and offer the
potential for increased earnings. It may also invest in
bonds.
George Putnam Fund
This fund seeks a balance of capital growth and current
income by investing in a well-diversified portfolio
composed mostly of stocks and corporate and U.S. government
bonds.
Janus Worldwide Fund
This fund seeks long-term growth of capital by investing
primarily in common stocks of foreign and domestic companies.
The fund is permitted to invest in companies on a worldwide
basis, regardless of country of organization or place of
principal business activity.
Asset Allocation Fund
This fund seeks total return. The fund is designed for
investors who want an investment with moderate risk and the
potential for moderate growth. The balance between the
relative stability of bonds and the fluctuation of stocks is
designed to help reduce overall risk.
Capital Appreciation Fund
This fund seeks capital appreciation by investing mainly in
stocks from a variety of industries and sectors that have the
potential for above-average growth.
<PAGE> 16
CDI CORPORATION 401(k) SAVINGS PLAN
Notes to Financial Statements
December 31, 1998 and 1997
International Growth Fund
This fund seeks capital appreciation by investing in a
diversified portfolio of stocks of companies located mainly
outside the United States.
Putnam Investors Fund
This fund seeks long-term growth of capital by investing
primarily in blue-chip stocks - those of large, well-
established companies - selected from a broad range of
industries. The fund targets companies that are enjoying
rising sales and profits and that have dominant positions
within their industries.
S&P Index Fund
This fund is for investors seeking a return, before the
assessment of fees, that closely approximates the return of
the S&P 500 Index, which is an indicator of U.S. stock market
performance.
Putnam Voyager Fund
This fund seeks capital appreciation by investing primarily
in a combination of stocks of small companies expected to
grow over time as well as in stocks of larger, more
established corporations.
Oppenheimer Fund
This fund seeks growth of capital over time through
investments in a diversified portfolio of common stocks,
bonds, and cash equivalents, the proportions of which will
vary based upon management's assessment of the relative value
of each investment under prevailing market conditions.
<PAGE> 17
CDI CORPORATION 401(k) SAVINGS PLAN
Notes to Financial Statements
December 31, 1998 and 1997
(4) Investments
The following investments represent five percent or more of
the Plan's net assets as of December 31, 1998 and 1997:
1998 1997
----------- ----------
Stable Value Portfolio $ - 3,728,363
Guaranteed Income Fund 29,934,026 -
AIM Constellation Fund - 3,728,298
American Balanced Fund - 2,228,394
Fidelity Advisors Fund 25,725,281 4,367,580
American Growth Fund - 1,834,440
Oppenheimer Fund 13,578,469 3,236,710
Pioneer Fund - 2,762,306
Capital Appreciation Fund 9,127,162 -
Putnam Investors Fund 12,095,158 -
S&P Index Fund 12,321,825 -
Putnam Voyager Fund 51,187,708 -
(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.
<PAGE> 18
CDI CORPORATION 401(k) SAVINGS PLAN
Notes to Financial Statements
December 31, 1998 and 1997
(7) Change in Administration of the Plan
Effective October 1, 1998, Putnam Investments took over the
record keeping responsibilities of the Plan from Buck
Consultants and Fidelity Investments. In October 1998,
Putnam Fiduciary Trust Company was hired to function as
trustee of the Plan. Prior to this, Riggs Bank N.A. and
Fidelity Investments had acted in the capacity of trustee of
the Plan and the merged plans.
<PAGE> 19
Schedule 1
CDI CORPORATION 401(k) SAVINGS PLAN
Item 27(a) - Schedule of Assets Held for Investment Purposes
December 31, 1998
Identity of Issue Description Cost Fair Value
__________________________ ___________ ____________ ___________
Guaranteed Income Fund Mutual Fund $ 29,795,059 29,934,026
CDI Corp. Stock Fund Stock Fund 2,176,260 1,943,158
Fidelity Advisors Fund Mutual Fund 22,507,949 25,725,281
Fidelity Growth &
Income Fund Mutual Fund 3,174,411 3,505,728
George Putnam Fund Mutual Fund 8,463,375 8,649,269
Janus Worldwide Fund Mutual Fund 1,962,554 2,266,134
Asset Allocation Fund Mutual Fund 3,754,550 4,283,212
Capital Appreciation Fund Mutual Fund 7,708,144 9,127,162
International Growth Fund Mutual Fund 131,213 134,288
Putnam Investors Fund Mutual Fund 9,747,775 12,095,158
S&P Index Fund Mutual Fund 10,104,365 12,321,825
Putnam Voyager Fund Mutual Fund 42,303,377 51,187,708
Oppenheimer Fund Mutual Fund 12,882,334 13,578,469
Loan Fund 4,079,467 4,079,467
____________ ___________
Total $158,790,833 178,830,885
============ ===========
<PAGE>20
CDI Corporation 401(k) Savings Plan
Schedule of Reportable Transactions - Item 27(d) (Schedule 2)
Year ended December 31, 1998
<TABLE>
<CAPTION>
No. of Cost of No. of Sales Cost of Realized
Identity of party involved Description purchases purchases Sales proceeds sales gain/(loss)
<S> <C> <C> <C> <C> <C> <C> <C>
Stable Value Portfolio (A) Mutual Fund 200 897,305 152 4,773,918 4,459,141 314,777
Stable Value Portfolio (I) Mutual Fund - - 1 3,588,003 3,363,831 224,172
AIM Constellation Fund (A) Mutual Fund 169 724,023 172 4,285,854 4,436,140 (150,286)
AIM Constellation Fund (I) Mutual Fund - - 1 3,517,690 3,717,783 (200,093)
American Balanced Fund (A) Mutual Fund 132 420,477 107 2,621,884 2,552,931 68,953
American Balanced Fund (I) Mutual Fund - - 1 2,246,872 2,203,466 43,406
American Growth Fund (A) Mutual Fund 158 574,098 133 2,466,782 2,289,792 176,990
American Growth Fund (I) Mutual Fund - - 1 2,083,975 1,981,005 102,970
Pioneer Fund (A) Mutual Fund 51 156,136 66 2,626,541 3,044,479 (417,938)
Pioneer Fund (I) Mutual Fund - - 1 2,122,252 2,548,768 (426,516)
Guaranteed Income Fund (A) Mutual Fund 77 31,324,893 45 1,513,333 1,511,409 1,924
Guaranteed Income Fund (I) Mutual Fund 1 3,588,003 - - - -
1 11,342,350 - - - -
1 12,091,137 - - - -
CDI Corp. Stock Fund (A) Stock Fund 51 2,285,011 23 117,979 127,206 (9,227)
CDI Corp. Stock Fund (I) Stock Fund 1 1,688,397 - - - -
Fidelity Advisors Fund (A) Mutual Fund 288 20,204,305 193 7,482,210 6,812,669 669,541
Fidelity Advisors Fund (I) Mutual Fund 1 15,767,228 1 5,168,674 4,846,366 322,308
Fidelity G&I Fund (A) Mutual Fund 62 3,320,625 22 158,692 146,214 12,478
Fidelity G &I Fund (I) Mutual Fund 1 1,566,027 - - - -
Janus Worldwide Fund (A) Mutual Fund 58 2,063,471 19 112,519 100,886 11,633
Janus Worldwide Fund (I) Mutual Fund 1 1,038,440 - - - -
Oppenheimer Fund (A) Mutual Fund 238 11,680,409 197 5,072,766 4,780,247 292,519
Oppenheimer Fund (I) Mutual Fund 1 9,184,989 1 3,123,079 3,048,554 74,525
George Putnam Fund(A) Mutual Fund 48 9,046,474 40 589,782 583,099 6,683
George Putnam Fund (I) Mutual Fund 1 2,246,872 - - - -
1 5,576,837 - - - -
Asset Allocation Fund (A) Mutual Fund 51 3,917,480 30 181,108 162,930 18,178
Asset Allocation Fund (I) Mutual Fund 1 3,481,177 - - - -
Capital Appreciation Fund (A) Mutual Fund 55 8,362,911 36 752,101 654,767 97,334
Capital Appreciation Fund (I) Mutual Fund 1 7,419,268 - - - -
Putnam Investors Fund (A) Mutual Fund 60 10,003,223 42 775,900 655,449 120,451
Putnam Investors Fund (I) Mutual Fund 1 2,083,973 - - - -
1 6,766,791 - - - -
S&P Index Fund (A) Mutual Fund 62 10,496,760 35 463,331 392,396 70,935
S&P Index Fund (I) Mutual Fund 1 8,923,655 - - - -
Putnam Voyager Fund (A) Mutual Fund 72 45,427,802 51 3,719,616 3,124,426 595,190
Putnam Voyager Fund (I) Mutual Fund 1 5,639,942 - - - -
1 17,488,141 - - - -
1 16,912,587 - - - -
<FN>
(A) These represent the aggregate amount of transactions which
individually do not qualify as a reportable transaction as well as
those qualifying as reportable transactions
(I) These represent individual reportable transactions.
</FN>
</TABLE>
<PAGE>21
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: June 29, 1999 By:/s/ JOSEPH R. SEIDERS
--------------------------------
Joseph R. Seiders
Member, Savings Plan Committee
<PAGE> 22
INDEX TO EXHIBITS
Number Exhibit Page
- ------ ------------------------------------------- ------
23 Consent of Independent Auditors 23
EXHIBIT 23
Consent of Independent Auditors
The Savings Plan Committee
CDI Corporation:
We consent to incorporation by reference in the Registration
Statement No. 333-65879 on Form S-8 of CDI Corp. of our report
dated June 18, 1999, relating to the statements of net assets
available for plan benefits of the CDI Corporation 401(k) Savings
Plan as of December 31, 1998 and 1997, and the related statements
of changes in net assets available for plan benefits for the years
then ended, which report appears in the December 31, 1998 Annual
Report on Form 11-K.
/s/KPMG LLP
- -----------
KPMG LLP
Philadelphia, PA
June 28, 1999
