<PAGE>
FORM 10-K/A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT TO APPLICATION OR REPORT
FILED PURSUANT TO SECTION 12, 13, OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
ANALYSTS INTERNATIONAL CORPORATION
Amendment No. 1
The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of its Annual Report on Form 10-K as set
forth in the pages attached hereto:
The following information relating to the Analysts International Corporation
Savings and Investment Plan and required by Form 11-K for the Plan year ended
June 30, 1998 is included as part of the registrant's annual report on Form
10-K, as permitted by Rule 15d-21.
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
Analysts International Corporation
By: /s/ Thomas R. Mahler
------------------------------------
Thomas R. Mahler
Secretary and General Counsel
<PAGE>
ANALYSTS INTERNATIONAL CORPORATION
SAVINGS AND INVESTMENT PLAN
<PAGE>
INDEX
Page
INDEPENDENT AUDITORS' REPORT 1
FINANCIAL STATEMENTS - Years ended June 30, 1998 and 1997:
Statements of net assets available for plan benefits 2
Statements of changes in net assets available for
plan benefits 3
Supplemental information on changes in net assets available for
plan benefits by type of fund 4
Notes to financial statements 5-7
SUPPLEMENTAL SCHEDULES FURNISHED PURSUANT TO THE
REQUIREMENTS OF FORM 5500:
I. Item 27a - Schedule of Assets Held for Investment
Purposes, as of June 30, 1998 9
II. Item 27d - Schedule of Reportable Transactions
for the Year Ended June 30, 1998 10
<PAGE>
INDEPENDENT AUDITORS' REPORT
Savings and Investment Plan Committee
Analysts International Corporation
Minneapolis, Minnesota
We have audited the accompanying statements of net assets available for plan
benefits of Analysts International Corporation Savings and Investment Plan (the
Plan) as of June 30, 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, such financial statements present fairly, in all material
respects, the net assets available for plan benefits as of June 30, 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 conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information by fund for
the years ended June 30, 1998 and 1997, the supplemental schedules of Assets
Held for Investment Purposes as of June 30, 1998 and Reportable Transactions for
the year ended June 30, 1998 are presented for purposes of additional analysis
of the basic financial statements and for complying with the Department of
Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974 and are not a required part of the basic
financial statements. This supplemental information is the responsibility of
the Plan's management. The supplemental information and schedules have been
subjected to the auditing procedures applied in the audit of the basic financial
statements and, in our opinion, are fairly stated in all material respects in
relation to the basic financial statements taken as a whole.
/s/ Deloitte & Touche LLP
Minneapolis, Minnesota
August 21, 1998
1
<PAGE>
ANALYSTS INTERNATIONAL CORPORATION
SAVINGS AND INVESTMENT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
<TABLE>
<CAPTION>
June 30
---------------------------
1998 1997
------------- ------------
<S> <C> <C>
ASSET - Investments, stated at market value $104,719,255 $77,595,562
------------- ------------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $104,719,255 $77,595,562
------------- ------------
------------- ------------
</TABLE>
See notes to financial statements and supplemental schedules.
2
<PAGE>
ANALYSTS INTERNATIONAL CORPORATION
SAVINGS AND INVESTMENT PLAN
STATEMENTS OF CHANGES IN NET ASSETS
AVAILABLE FOR PLAN BENEFITS
<TABLE>
<CAPTION>
Year Ended June 30
-----------------------------
1998 1997
-------------- -------------
<S> <C> <C>
NET ASSETS AVAILABLE FOR PLAN BENEFITS,
beginning of year $ 77,595,562 $ 55,968,103
ADDITIONS:
Investment income 5,374,231 3,524,115
Contributions by employer 1,347,078 791,766
Contributions by participants 15,631,004 11,513,871
Net appreciation in market value
of investments 13,170,370 12,215,585
-------------- -------------
35,522,683 28,045,337
DEDUCTIONS:
Distributions to employer 373,175 267,012
Distributions to participants 8,025,815 6,150,866
-------------- -------------
NET ADDITIONS 27,123,693 21,627,459
-------------- -------------
NET ASSETS AVAILABLE FOR PLAN BENEFITS,
end of year $104,719,255 $ 77,595,562
-------------- -------------
-------------- -------------
</TABLE>
See notes to financial statements.
3
<PAGE>
ANALYSTS INTERNATIONAL CORPORATION
SAVINGS AND INVESTMENT PLAN
SUPPLEMENTAL INFORMATION ON CHANGES IN NET ASSETS
AVAILABLE FOR PLAN BENEFITS BY FUND
YEARS ENDED JUNE 30, 1998 AND 1997
<TABLE>
<CAPTION>
Money U.S. Govt. High Yield Growth & Voyager
Market Trust Trust Income Fund
---------- ------------ ----------- ------------ -----------
<S> <C> <C> <C> <C> <C>
NET ASSETS AVAILABLE FOR PLAN BENEFITS
as of June 30, 1996 $3,017,848 $2,720,931 $3,689,510 $11,359,201 $14,847,909
ADDITIONS:
Investment Income 149,528 174,905 356,608 1,111,320 955,507
Contributions by employer
Contributions by participants 493,291 451,814 662,595 2,211,111 2,695,504
Loan payments 72,692 73,450 52,410 140,437 240,232
Net appreciation (depreciation) in
market value of investments 56,707 196,297 2,284,765 912,485
---------- ------------ ----------- ------------ -----------
715,511 756,876 1,267,910 5,747,633 4,803,728
DEDUCTIONS:
Distributions to employer
Distributions to participants 606,686 162,397 264,239 1,085,498 1,756,150
Loan withdrawals 77,343 109,396 63,021 177,973 177,563
---------- ------------ ----------- ------------ -----------
684,029 271,793 327,260 1,263,471 1,933,713
INTERFUND TRANSFERS 708,124 (199,746) (138,955) 91,046 (609,213)
---------- ------------ ----------- ------------ -----------
NET ADDITIONS 739,606 285,337 801,695 4,575,208 2,260,802
---------- ------------ ----------- ------------ -----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS
as of June 30, 1997 $3,757,454 $3,006,268 $4,491,205 $15,934,409 $17,108,711
ADDITIONS:
Investment Income 194,761 197,700 467,769 2,247,251 1,152,297
Contributions by employer
Contributions by participants 818,773 590,673 798,303 3,054,652 3,222,498
Loan payments 40,557 67,955 51,201 159,562 184,732
Net appreciation in
market value of investments 53,840 63,569 612,394 4,408,211
---------- ------------ ----------- ------------ -----------
1,054,091 910,168 1,380,842 6,073,859 8,967,738
DEDUCTIONS:
Distributions to employer
Distributions to participants 342,939 268,572 503,696 1,725,716 1,570,764
Loan withdrawals 102,581 70,821 83,558 183,216 216,490
---------- ------------ ----------- ------------ -----------
445,520 339,393 587,254 1,908,932 1,787,254
INTERFUND TRANSFERS (537,914) (278,514) (116,765) (211,671) (367,122)
---------- ------------ ----------- ------------ -----------
NET ADDITIONS 70,657 292,261 676,823 3,953,256 6,813,362
---------- ------------ ----------- ------------ -----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS
as of June 30, 1998 $3,828,111 $3,298,529 $5,168,028 $19,887,665 $23,922,073
---------- ------------ ----------- ------------ -----------
---------- ------------ ----------- ------------ -----------
<CAPTION>
OTC
Global Emerging International Loan AiC
Growth Growth Growth Fund Stock
---------- ---------- ---------------- --------- -----------
<S> <C> <C> <C> <C> <C>
NET ASSETS AVAILABLE FOR PLAN BENEFITS
as of June 30, 1996 $2,236,080 $4,025,652 $0 $990,216 $13,080,756
ADDITIONS:
Investment Income 191,783 272,304 77,532 234,628
Contributions by employer 791,766
Contributions by participants 1,129,932 1,709,021 14,225 1,986 2,144,392
Loan payments 51,690 72,311 165 (829,230) 125,843
Net appreciation (depreciation) in
market value of investments 425,069 (565,840) 9,916 8,896,186
---------- ---------- ---------------- --------- -----------
1,798,474 1,487,796 24,306 (749,712) 12,192,815
DEDUCTIONS:
Distributions to employer 267,012
Distributions to participants 376,835 570,357 2,469 45,992 1,280,243
Loan withdrawals 52,370 86,883 (845,710) 101,161
---------- ---------- ---------------- --------- -----------
429,205 657,240 2,469 (799,718) 1,648,416
INTERFUND TRANSFERS (85,167) (520,864) 203,974 550,801
---------- ---------- ---------------- --------- -----------
NET ADDITIONS 1,284,102 309,692 225,811 50,006 11,095,200
---------- ---------- ---------------- --------- -----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS
as of June 30, 1997 $3,520,182 $4,335,344 $225,811 $1,040,222 $24,175,956
ADDITIONS:
Investment Income 648,925 37 40,196 86,793 338,502
Contributions by employer 1,347,078
Contributions by participants 1,277,371 2,122,432 462,542 3,283,408
Loan payments 48,118 64,522 6,141 (836,162) 213,726
Net appreciation in
market value of investments 45,664 1,215,209 83,540 6,687,943
---------- ---------- ---------------- --------- -----------
2,020,078 3,402,200 592,419 (749,369) 11,870,657
DEDUCTIONS:
Distributions to employer 373,175
Distributions to participants 448,728 637,135 162,625 79,570 2,286,070
Loan withdrawals 54,675 46,575 4,925 (1,051,233) 288,392
---------- ---------- ---------------- --------- -----------
503,403 683,710 167,550 (971,663) 2,947,637
INTERFUND TRANSFERS (378,779) (227,792) 366,846 1,751,711
---------- ---------- ---------------- --------- -----------
NET ADDITIONS 1,137,896 2,490,698 791,715 222,294 10,674,731
---------- ---------- ---------------- --------- -----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS
as of June 30, 1998 $4,658,078 $6,826,042 $1,017,526 $1,262,516 $34,850,687
---------- ---------- ---------------- --------- -----------
---------- ---------- ---------------- --------- -----------
</TABLE>
4
<PAGE>
ANALYSTS INTERNATIONAL CORPORATION
SAVINGS AND INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 1998 AND 1997
A. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Investments are stated at market value using quoted market values. Promissory
notes from participants are stated at the outstanding principal balance.
The financial statements have been prepared on the accrual basis of accounting.
All security transactions are recorded on their trade date.
Participants have control over the allocation of their account balances among
each of the eight Putnam Funds. However, because Analysts International
Corporation (AiC) designates the investment option for the employer matching
contributions in the AiC Common Stock Fund, participants do not have complete
control of their assets invested in this fund.
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 and disclosure of
contingent assets and liabilities at the date of financial statements and the
reported amounts of additions and deductions during the reporting period.
Actual results could differ from those estimates.
B. THE PLAN:
The Plan was established January 1, 1985 under Section 401(k) of the Internal
Revenue Code for the purpose of providing retirement and other benefits to
eligible participants. An employee of AiC becomes eligible for the Plan upon
commencement of active service.
The Plan is funded primarily by employee contributions. Eligible employees may
contribute up to 15% of their gross annual wages for pre-tax saving
contributions. In addition, the Plan allows rollover contributions from certain
qualified retirement plans.
Plan participants may choose to have their share of the Plan funds invested in
one or more of eight investment funds offered by the Putnam Companies and/or the
AiC Common Stock Fund. The eight Putnam funds include the Putnam Money Market
Fund, the Putnam U.S. Government Income Trust, the Putnam High Yield Trust, the
Putnam Fund for Growth and Income, the Putnam Voyager Fund, the Putnam Global
Growth Fund, the Putnam OTC Emerging Growth Fund and the Putnam International
Growth Fund. A participant's account (consisting of employee contributions and
investment income) is fully vested.
5
<PAGE>
Participant loans are made in compliance with federal regulations in effect at
the time of the loan. Participant loans outstanding, included in investments,
amounted to $1,262,516 at June 30, 1998 and $1,040,222 at June 30, 1997.
The Plan provides for employer matching contributions where the employer matches
18% of the employee's pre-tax saving contributions, provided the employee has
been employed by the employer for one year or more and is not a highly
compensated employee as defined by federal tax laws. The employer matching
contributions are invested in the AiC Common Stock Fund.
A participant's interest in the employer matching contribution vests at the rate
of 20% per year after three years of service with 100% vesting after seven
years. Any nonvested portion of employer matching contributions to the accounts
of participants who withdraw from the Plan are forfeited and used by the
employer to reduce future matching contributions.
Although the Company has not expressed an intent to discontinue the Plan, it may
do so at any time, subject to provisions set forth in the Employee Retirement
Income Security Act of 1974. If the Plan is terminated, no further
contributions will be made. The trustee will continue to hold the funds and
make distributions as if the Plan had not terminated.
C. TRUSTEE AND ADMINISTRATION OF THE PLAN:
Putnam Fiduciary Trust Company has been designated as trustee. Investments of
the Plan are held by Putnam Investor Services, Inc. on behalf of the trustee.
The Company has established a Savings and Investment Plan Committee for the
general administration of the Plan.
The Company pays the trustee fees on behalf of the Plan.
D. INTERNAL REVENUE SERVICE STATUS:
The IRS has issued determinations that the Plan, as originally adopted January
1, 1985, and as amended through January 17, 1994, is a qualified plan for tax
purposes under Sections 401(a) and 401(k) of the Internal Revenue Code, and that
the trust established in connection therewith is exempt from income tax under
Section 501(a) of the Code. The Company believes the Plan as presently
constituted and operated continues to meet the requirements of Sections 401(a)
and 401(k) of the Code and that the related trust is exempt from income tax
under Section 501(a) of the Code.
6
<PAGE>
E. INVESTMENTS:
<TABLE>
<CAPTION>
Year Ended June 30
---------------------------
Investments at market value: 1998 1997
-------------- -----------
<S> <C> <C>
Putnam Money Market Fund $ 3,828,111 $ 3,757,454
Putnam U.S. Government Income Trust 3,298,529 3,006,268
Putnam High Yield Trust 5,168,028 4,491,205
Putnam Fund for Growth and Income 19,887,665 15,934,409
Putnam Voyager Fund 23,922,073 17,108,711
Putnam Global Growth Fund 4,658,078 3,520,182
Putnam OTC Emerging Growth Fund 6,826,042 4,335,344
Putnam International Growth Fund 1,017,526 225,811
AiC Common Stock Fund 34,850,687 24,175,956
-------------- -----------
103,456,739 76,555,340
Promissory notes from participants 1,262,516 1,040,222
-------------- -----------
$104,719,255 $77,595,562
-------------- -----------
-------------- -----------
</TABLE>
F. BENEFITS PAYABLE:
As of June 30, 1998 and 1997, net assets available for plan benefits included
benefits of $1,014,081 and $781,410 respectively, due to participants who have
withdrawn from participation in the plan. These amounts will be reported in
items 31 and 32 of the plan's annual report on Form 5500 when filed.
7
<PAGE>
SUPPLEMENTAL SCHEDULES FURNISHED PURSUANT TO
THE REQUIREMENTS OF FORM 5500
8
<PAGE>
ANALYSTS INTERNATIONAL CORPORATION
SAVINGS AND INVESTMENT PLAN
SCHEDULE I
ITEM 27a
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT JUNE 30, 1998
<TABLE>
<CAPTION>
Number of Fair
Shares Cost Value
------------ ------------ ------------
<S> <C> <C> <C>
MUTUAL FUNDS:
Putnam Money Market Fund * 3,828,111 $ 3,828,111 $ 3,828,111
Putnam U.S. Government Income Trust * 251,796 3,451,115 3,298,529
Putnam High Yield Trust * 400,933 5,198,179 5,168,028
Putnam Fund for Growth and Income * 937,213 14,390,705 19,887,665
Putnam Voyager Fund * 1,075,149 12,815,240 23,922,073
Putnam Global Growth Fund * 388,497 3,959,783 4,658,078
Putnam OTC Emerging Growth Fund * 362,894 5,242,301 6,826,042
Putnam International Growth Fund * 50,876 924,070 1,017,526
AiC COMMON STOCK FUND * 1,228,218 11,178,645 34,850,687
PROMISSORY NOTES FROM PARTICIPANTS 1,262,516 1,262,516
Interest rates ranging from 6.75% to 9.00% ----------- ------------
with maturity dates through June, 2001 $62,250,665 $104,719,255
----------- ------------
----------- ------------
</TABLE>
* Known to be a party in interest.
9
<PAGE>
ANALYSTS INTERNATIONAL CORPORATION
SAVINGS AND INVESTMENT PLAN
SCHEDULE II
ITEM 27D
SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED JUNE 30, 1998
<TABLE>
<CAPTION>
Current Value
Identity of Description of Purchase Selling Cost of of Assets on Net Gain
Party Involved Transaction Price Price Asset Transaction Date (Loss)
- -------------- --------------- --------------- ----------- -------------- ------------------- -----------
<S> <C> <C> <C> <C> <C> <C>
Putnam Fiduciary Purchases Of $ 6,934,424 $ 6,934,424 $ 6,934,424
Trust Company* AiC Stock
Putnam Daily Purchases 1,054,090 1,054,090 1,054,090
Dividend Trust*
Putnam U.S. Gov. Purchases 856,328 856,328 856,328
Income Trust*
Putnam High Purchases 1,317,272 1,317,272 1,317,272
Yield Trust*
Putnam Fund for Purchases 5,461,466 5,461,466 5,461,466
Growth & Income*
Putnam Voyager Purchases 4,559,527 4,559,527 4,559,527
Fund*
Putnam Global Growth Purchases 1,974,414 1,974,414 1,974,414
Fund*
Putnam OTC Emerging Purchases 2,186,991 2,186,991 2,186,991
Growth Fund*
Putnam International Purchases 875,726 875,726 875,726
Growth Fund*
Putnam Fiduciary Sales of AiC $ 2,947,637 2,154,484 2,947,637 $ 793,153
Trust Company* Stock
Putnam Daily Sales 983,434 983,434 983,434 0
Income Trust*
Putnam U.S. Gov. Sales 617,908 611,791 617,908 6,117
Income Trust*
Putnam High Sales 704,019 688,268 704,019 15,751
Yield Trust*
Putnam Fund for Sales 2,120,603 2,078,683 2,120,603 41,920
Growth & Income*
Putnam Voyager Sales 2,154,376 1,955,885 2,154,376 198,491
Fund*
Putnam Global Growth Fund* Sales 882,182 939,815 882,182 (57,633)
Putnam OTC Emerging Sales 911,501 823,943 911,501 87,558
Growth Fund*
Putnam International Sales 167,550 160,945 167,550 6,605
Growth Fund*
</TABLE>
NOTE: There were no lease rentals or expenses incurred with transactions.
* Known to be a party in interest.
10
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1934, the trustees
(or other persons who administer the Plan) have duly caused this annual report
to be signed by the undersigned thereunto duly authorized.
Date: September 25, 1998
ANALYSTS INTERNATIONAL CORPORATION
SAVINGS AND INVESTMENT PLAN
By /s/ Thomas R. Mahler
--------------------------------------
THOMAS R. MAHLER, member of the Plan
Committee
<PAGE>
EXHIBIT INDEX
No. Exhibit Page No.
24. Independent Auditor's Consent
<PAGE>
Exhibit 24
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement
No. 33-19180 of Analysts International Corporation on Form S-8 of our report
on the financial statements of the Analysts International Corporation Savings
and Investment Plan, dated August 21, 1998, appearing in this Annual Report
on Form 11K filed under cover of Form 10-K/A of Analysts International
Corporation for the year ended June 30, 1998.
/s/ Deloitte & Touche LLP
Minneapolis, Minnesota
September 25, 1998
