<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 11K
ANNUAL REPORT
PURSUANT TO SECTION 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
[X] ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 [FEE REQUIRED].
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1995.
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 NUMBER: 0 - 24300
A. Full title of the plan and address of the plan, if different from that
of the issuer named below: NORRELL CORPORATION 401 (K) RETIREMENT SAVINGS
PLAN, formerly known as the NORRELL CORPORATION HORIZON PLAN - PACE AND
STRIDES.
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office: NORRELL CORPORATION, 3535 PIEDMONT
ROAD, NE, ATLANTA, GA 30305.
<PAGE> 2
NORRELL CORPORATION
401(K) RETIREMENT SAVINGS PLAN
FINANCIAL STATEMENTS AND SCHEDULES AS OF DECEMBER 31, 1995 AND 1994
TOGETHER WITH
AUDITORS' REPORT
<PAGE> 3
NORRELL CORPORATION
401(K) RETIREMENT SAVINGS PLAN
FINANCIAL STATEMENTS AND SCHEDULES
DECEMBER 31, 1995 AND 1994
TABLE OF CONTENTS
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
FINANCIAL STATEMENTS
Statement of Net Assets Available for Benefits, with Fund
Information, at December 31, 1995
Statement of Net Assets Available for Benefits, with Fund
Information, at December 31, 1994
Statement of Changes in Net Assets Available for Benefits, with
Fund Information, for the Year Ended December 31, 1995
Notes to Financial Statements and Schedules at December 31,
1995 and 1994
SCHEDULES SUPPORTING THE FINANCIAL STATEMENTS
Schedule I: Item 27a - Schedule of Assets Held for Investment
Purposes at December 31, 1995
Schedule II: Item 27d - Schedule of Reportable Transactions for
the Year Ended December 31, 1995
<PAGE> 4
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Administrator of the
Norrell Corporation 401 (k)
Retirement Savings Plan:
We have audited the accompanying statements of net assets available
for benefits of the NORRELL CORPORATION 401 (k) RETIREMENT SAVINGS
PLAN (the "Plan") as of December 31, 1995 and 1994 and the related
statements of changes in net assets available for benefits for the
year ended December 31, 1995. These financial statements and the
schedules referred to below are the responsibility of the Plan's
management. Our responsibility is to express an opinion on these
financial statements and schedules based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. An audit also
includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the net assets available for
benefits of the Plan as of December 31, 1995 and 1994 and the
changes in net assets available for benefits for the year ended
December 31, 1995 in conformity with generally accepted accounting
principles.
Our audits were made 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 purposes of additional analysis and
are not a
<PAGE> 5
required part of the basic financial statements but are
supplementary information required by the Department of Labor Rules
and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. The fund information in the
Statement of Net Assets Available for Benefits and the Statement of
Changes in Net Assets Available for 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 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.
Atlanta, GA
June 20, 1996
<PAGE> 6
NORRELL CORPORATION
401 (K) RETIREMENT SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
DECEMBER 31, 1995
<TABLE>
<CAPTION>
Guaranteed Fidelity Asset Fidelity Advisor 20th Century Warburg Pincus Norrell
ASSETS Long Term Manager Growth Opportunity Ultra Investors International Stock
Fund Fund Fund Fund Fund Fund Total
---------- -------------- ----------------- --------------- -------------- --------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Investments, at fair value
(Note 1):
Common stock - Norrell
Corporation $ -- $ -- $ -- $ -- $ -- $7,674,991 $ 7,674,991
Pooled separate accounts -- 477,645 3,648,970 424,947 405,461 -- 4,957,023
Insurance Company
unallocated contracts 5,499,027 -- -- -- -- -- 5,499,027
---------- -------- ---------- -------- -------- ---------- -----------
Total investments 5,499,027 477,645 3,648,970 424,947 405,461 7,674,991 18,131,041
Receivables:
Participant contributions 46,031 9,642 28,891 8,801 8,820 13,740 115,925
Employer contributions -- -- -- -- -- 585,285 585,285
---------- -------- ---------- -------- -------- ---------- -----------
Total receivables 46,031 9,642 28,891 8,801 8,820 599,025 701,210
Accrued income -- -- -- -- -- 15,604 15,604
---------- -------- ---------- -------- -------- ---------- -----------
TOTAL ASSETS 5,545,058 487,287 3,677,861 433,748 414,281 8,289,620 18,847,855
LIABILITIES -- -- -- -- -- -- --
---------- -------- ---------- -------- -------- ---------- -----------
NET ASSETS AVAILABLE
FOR BENEFITS $5,545,058 $487,287 $3,677,861 $433,748 $414,281 $8,289,620 $18,847,855
========== ======== ========== ======== ======== ========== ===========
</TABLE>
The accompanying notes are an integral part of this statement.
<PAGE> 7
401 (K) RETIREMENT SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
DECEMBER 31, 1994
<TABLE>
<CAPTION>
Guaranteed Flexible Growth
ASSETS Income Balanced Value Equity Norrell Stock
Fund Fund Fund Fund Total
---------- ---------------- ------------ -------------- ----------
<S> <C> <C> <C> <C> <C>
Investments, at fair value
(Note 1):
Common stock - Norrell
Corporation $ -- $ -- $ -- $4,983,017 $4,983,017
Collective funds 417,360 1,289,938 298,800 -- 2,006,098
Interest bearing cash -- -- -- 1,796 1,796
--------- ---------- -------- ---------- ----------
Total investments 417,360 1,289,938 298,800 4,984,813 6,990,911
Receivables:
Participant contributions 11,537 33,997 19,178 13,249 77,961
Employer contributions -- -- -- 311,735 311,735
--------- ---------- -------- ---------- ----------
Total Receivables 11,537 33,997 19,178 324,984 389,696
Accrued income and other
receivables -- -- -- 15,542 15,542
--------- ---------- -------- ---------- ----------
TOTAL ASSETS 428,897 1,323,935 317,978 5,325,339 7,396,149
LIABILITIES
Administrative and other
payables (Note 2) -- -- -- 36,214 36,214
--------- ---------- -------- ---------- ----------
NET ASSETS AVAILABLE
FOR BENEFITS $ 428,897 $1,323,935 $317,978 $5,289,125 $7,359,935
========= ========== ======== ========== ==========
</TABLE>
The accompanying notes are an integral part of this statement.
<PAGE> 8
NORRELL CORPORATION
401 (K) RETIREMENT SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1995
<TABLE>
<CAPTION>
Flexible Growth Value
Guaranteed Balanced Equity Guaranteed Cigna Balanced Fidelity Asset
Income Fund Fund Fund Long Term Fund Account Fund Manager Fund
----------- --------------- ------- -------------- -------------- --------------
<S> <C> <C> <C> <C> <C> <C>
Participant Contributions $ 0 $ 0 $ 0 $1,130,142 $ 60,653 $236,719
Employer Contributions 0 0 0 100,690 5,409 18,308
--------- ----------- -------- ---------- ---------- --------
0 0 0 1,230,832 66,062 255,027
Investment Income:
Net appreciation in fair value
of investments 1,728 11,098 7,719 0 93,248 40,189
Interest and Dividends 0 0 0 273,339 0 0
--------- ----------- -------- ---------- ---------- --------
Total Investment Income 1,728 11,098 7,719 273,339 93,248 40,189
Benefits Paid to Participants (29,959) (88,100) (18,155) (829,251) (123,401) (24,834)
Interfund Transfers (400,666) (1,246,933) (307,542) 1,840,499 (755,084) 216,905
Transfer from Tascor, Inc.
401 (K) Plan (Note 1) 0 0 0 3,029,639 719,175 0
Net (Decrease) Increase
in Net Assets Available
--------- ----------- -------- ---------- ---------- --------
For Benefits (428,897) (1,323,935) (317,978) 5,545,058 0 487,287
Net Assets Available
For Benefits on
--------- ----------- -------- ---------- ---------- --------
December 31, 1994 428,897 1,323,935 317,978 0 0 0
Net Assets Available
For Benefits on
December 31, 1995 $ 0 $ 0 $ 0 $5,545,058 $ 0 $487,287
========= =========== ======== ========== ========= ========
<CAPTION>
Fidelity Advisor Growth 20th Century Warburg Int. Norrell Stock
Opportunity Fund Ultra Fund Equity Fund Fund Total
---------------- ------------ ------------ ------------- ----------
Participant Contributions $ 694,136 $ 152,497 $238,201 $ 282,187 $ 2,794,535
Employer Contributions 52,613 11,605 20,207 532,267 741,099
--------- ---------- -------- ---------- -----------
746,749 164,102 258,408 814,454 3,535,634
Investment Income:
Net appreciation in fair value
of investments 804,345 39,098 45,378 2,788,313 3,831,116
Interest and Dividends 0 0 0 64,361 337,700
---------- ---------- -------- ---------- -----------
Total Investment Income 804,345 39,098 45,378 2,852,674 4,168,816
Benefits Paid to Participants (387,680) (9,209) (22,667) (572,206) (2,105,462)
Interfund Transfers 374,329 239,757 133,162 (94,427) 0
Transfer from Tascor, Inc.
401 (K) Plan (Note 1) 2,140,118 0 0 0 5,888,932
Net (Decrease) Increase
in Net Assets Available
---------- ---------- -------- ---------- -----------
For Benefits 3,677,861 433,748 414,281 3,000,495 11,487,920
Net Assets Available
For Benefits on
December 31, 1994 0 0 0 5,289,125 7,359,935
---------- ---------- -------- ---------- -----------
Net Assets Available
For Benefits on
December 31, 1995 $3,677,861 $ 433,748 $414,281 $8,289,620 $18,847,555
========== ========== ======== ========== ===========
The accompanying notes are an integral part of this statement.
</TABLE>
<PAGE> 9
NORRELL CORPORATION
401(K) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS AND SCHEDULES
DECEMBER 31, 1995 AND 1994
1. DESCRIPTION OF THE PLAN
The following brief description of the Norrell Corporation 401(K)
Retirement Savings Plan (the "Plan") is provided for general information
purposes only. Participants should refer to the Plan agreement for more
complete information.
The Plan, formerly known as the Norrell Corporation Horizon Plan -
Pace and Strides (the "Horizon Plan"), was amended and restated on
December 30, 1994. Effective December 31, 1994, the Tascor, Inc. 401 (K)
Retirement Savings Plan was legally merged into the Plan with the actual
transfer of the assets occurring on January 1, 1995. Connecticut General
Life Insurance Company ("CIGNA"), the trustee and recordkeeper of the
Tascor, Inc. 401(k) Retirement Savings Plan, was retained for the
safekeeping and investment of the assets of the amended and restated plan.
The Plan is a defined contribution salary deferral and profit sharing
plan for the exclusive benefit of eligible employees of the Company. An
employee is eligible to participate on the next entry date following the
date he or she completes one year of qualifying service and attains age
18.
Participants may contribute, via payroll deductions, up to 15% of
their before-tax compensation, as defined, subject to certain provisions
of the Internal Revenue Code, into any one of the six existing investment
options or a combination thereof in increments of 1%. The participant
elections toward allocating contributions may be changed quarterly. For
each $1.00 of annual compensation deferred up to the first 4% of annual
compensation, the participant will receive a matching company contribution
of $.25. All participant and employer match contributions are 100%
participant-directed. The Company
<PAGE> 10
may, at its discretion, make an additional annual contribution, all of
which is invested in the Norrell Stock Fund.
Under the terms of the Plan, participants are eligible for
distribution of their accounts upon the earlier of death, retirement,
disability, or termination of employment. Distributions of a
participant's deferral account, as defined, may also be made for certain
defined hardships. In the event of a participant's termination, the
participant may receive stock certificates or convert stock to cash for
all investments in the Norrell Stock Fund.
The Plan provides each participant with an individual account which
reflects the participant's interest in the fund resulting from
contributions, interest, dividends, realized and unrealized gains, and
other sources of income, less realized and unrealized losses, expenses,
and other distributions which are attributable to the interest of each
participant. Contributions attributable to a specific participant are
recorded to his or her account. The Company's contributions are allocated
annually based on the ratio of the participant's annual salary to the
total annual salaries of all participants who are eligible to receive an
allocation and are made only to the Norrell Stock Fund. In 1995, the
Company contributed $741,099 to the Plan. Income or loss of each
individual fund shall be allocated to each participant based on the ratio
of each participant's average account balance to the average total account
balances of all participants.
During the 1995 Plan year, the Guaranteed Income Fund, the Value
Equity Fund, and both Balanced Fund options were discontinued as
participant investment elections. Three new funds (the Fidelity Asset
Manager, the Warburg International Equity, and the 20th Century Ultra
Investors Funds), two funds from Tascor, Inc.'s plan (the Guaranteed
Long Term Account and the Fidelity Advisor Growth Opportunity Fund) and the
Norrell Stock Fund were offered as alternative investment options. A
description of each investment option is provided below:
<PAGE> 11
Guaranteed Long Term Account. This fund provides a fixed annual rate
of return under unallocated insurance contracts issued by Connecticut
General Life Insurance Company ("CIGNA"). The principal of all funds
invested, along with credited interest, is guaranteed against loss by
CIGNA. Interest rates are declared every six months in advance.
Fidelity Advisor Growth Opportunity Fund. This fund is invested
primarily in common stocks and securities convertible into common stocks
that provide capital growth.
Fidelity Asset Manager Fund. This fund seeks high total return with
reduced risk over the long term by allocating its assets among stocks,
bonds, and short term instruments, both in the U.S. and abroad.
Twentieth Century Ultra Investors Fund. This fund is normally
invested in equity securities, primarily common stocks, of companies that
have record of at least three years continuous operation.
Warburg Pincus International Equity Fund. This fund seeks long term
capital appreciation by investing in a broadly diversified portfolio of
equity securities of financially strong non-U.S. issuers located in
growing international economies.
Norrell Stock Fund. This fund invests solely in the Company's common
stock. This fund seeks long-term appreciation based on equities of Norrell
Corporation and is appropriate for those willing to accept a potentially
high level of value fluctuation.
Participants are fully vested in any contributions they make and vest
in Company contributions after three years of qualifying service.
Forfeitures on nonvested Company contributions are offset against the
Company contribution.
Although the Company intends for the Plan to be permanent, the
Company may terminate it at any time. In the event of Plan termination,
participants become 100% vested in their balances.
<PAGE> 12
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting
The accompanying financial statements have been prepared using the
accrual basis of accounting. The preparation of the financial statements
in conformity with generally accepted accounting principles requires the
Plan's management to use estimates and assumptions that affect the
accompanying financial statements and disclosures. Actual results could
differ from these estimates.
Realized and unrealized gains and (losses) are presented as net
appreciation in fair value of investments on the Statement of Changes in
Net Assets Available for Benefits.
Valuation of Investments
The value for the Plan's investments in the pooled separate accounts
and the collective funds is determined by the Trustee based on the unit
value for each fund which, in turn, is based on the market value of the
pooled accounts' and the collective funds' underlying assets.
Investment in Company common stock as of December 31, 1995 and 1994
is stated at market value as determined by the closing price on the New
York Stock Exchange and the NASDAQ Stock Exchange, respectively.
The value for the Plan's investments in insurance company unallocated
contracts is determined by the Trustee based on the unit value for each
fund which, in turn, is based on the book value of the insurance company
unallocated contracts' assets.
Administrative Expenses and other payables
Effective January 1, 1995, the Company pays all administrative
expenses of the Plan. Expenses payable at December 31, 1994 included
amounts payable to Norrell Corporation for expenses paid by the Company on
behalf of the Plan.
Reclassification of Prior Year Financial Statements
<PAGE> 13
Certain prior year balances have been reclassified to conform with
current year presentation in the financial statements.
3. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
The following is a reconciliation of net assets available
for benefits per the financial statements to the Form 5500:
<TABLE>
<CAPTION>
December 31,
1995
-----------
<S> <C>
Net assets available for benefits
per the financial statements $18,847,855
Amounts allocated to withdrawing (292,000)
participants -----------
Net assets available for benefits $18,555,855
per the Form 5500 ===========
</TABLE>
The following is a reconciliation of benefits paid to
participants per the financial statements to the Form 5500:
<TABLE>
<CAPTION>
Year ended
December 31,
1995
-----------
<S> <C>
Benefits paid per the financial $2,105,462
statements
Add: Amounts allocated to
withdrawing participants at
December 31, 1995 292,000
Less: Amounts allocated to
withdrawing participants
December 31, 1994 -0-
----------
Benefits paid per the Form 5500 $2,397,462
==========
</TABLE>
Amounts allocated to withdrawing participants are recorded on the Form
5500 for benefit claims that have been processed and approved for payment prior
to December 31, 1995 but not yet paid as of that date.
<PAGE> 14
4. TAX STATUS
The Plan obtained its latest determination letter dated April 29,
1996 in which the Internal Revenue Service stated that the Plan, as
amended and restated, was in compliance with the applicable requirements
of the Internal Revenue Code ("IRC"). Therefore, management believes that
the Plan was being operated in accordance with applicable provisions of
the IRC as of December 31, 1995 and 1994.
<PAGE> 15
NORRELL CORPORATION
401 (K) RETIREMENT SAVINGS PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1995
SCHEDULE I
<TABLE>
<CAPTION>
Identity of Issue, Borrower,
Lessor, or Similar Party Description of Investment Units Cost Current Value
- ---------------------------- ----------------------------------- ------- ---------- -------------
<S> <C> <C> <C> <C>
* Connecticut General Life Guaranteed Long Term Fund 172,146 $ 5,499,027 $ 5,499,027
Insurance Company
* Connecticut General Life Fidelity Asset Manager Fund 28,608 $ 434,383 $ 477,645
Insurance Company
* Connecticut General Life Fidelity Advisor Growth Opportunity 88,854 $ 2,698,875 $ 3,648,970
Insurance Company Fund
* Connecticut General Life 20th Century Ultra Investors Fund 14,990 $ 387,550 $ 424,947
Insurance Company
* Connecticut General Life Warburg Pincus International Fund 19,026 $ 361,711 $ 405,461
Insurance Company
* Norrell Corporation Norrell Stock Fund 261,276 $ 5,134,650 $ 7,674,991
----------- -----------
$14,516,196 $18,131,041
=========== ===========
* Denotes "party-in-interest"
</TABLE>
The accompanying notes are an integral part of this schedule.
<PAGE> 16
NORRELL CORPORATION
401(K) RETIREMENT SAVINGS PLAN
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS (a)
FOR THE YEAR ENDED DECEMBER 31, 1995
SCHEDULE II
<TABLE>
<CAPTION>
IDENTITY OF PARTY NUMBER OF PURCHASE SELLING LEASE EXPENSE COST OF NET GAIN
INVOLVED DESCRIPTION OF ASSET TRANSACTIONS PRICE PRICE RENTAL INCURRED ASSET OR (LOSS)
- ------------------- -------------------------- ------------ ---------- ---------- ------ -------- -------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Connecticut General Guaranteed Long Term Fund:
Life Insurance Purchases (b) $3,222,803 $ - $ - $ - $ - $ -
Company Sales (b) - 966,634 - - 966,634 -
Connecticut General Fidelity Advisor Growth
Life Insurance Opportunity Fund:
Company Purchases 78 1,124,505 - - - - -
Sales 64 - 342,239 - - 267,102 75,138
Norrell Corporation Norrell Stock Fund(c):
Purchases 46 897,271 - - - - -
Sales 48 - 800,163 - - 573,388 226,775
Connecticut General Balanced Account Fund:
Life Insurance Purchases 13 69,944 - - - - -
Company Sales 37 - 863,838 - - 737,997 125,840
Smith Barney Flexible Growth Balanced
Fund 2:
Purchases 2 35,244 - - - - -
Sales 4 - 1,338,355 - - 972,779 365,576
</TABLE>
(a) Represents transactions or a series of transactions in securities in excess
of 5% of the fair value of Plan assets at the beginning of the year.
(b) Information could not be obtained from the Plan's trustee.
(c) Excludes the in-kind transfer of the assets of the Norrell Stock Fund from
Smith Barney to CIGNA.
The accompanying notes are an integral part of this schedule.
<PAGE> 17
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of
1934, the trustees (or other persons who administer the employee benefit plan)
have duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
NORRELL CORPORATION
401 (K) RETIREMENT
SAVINGS PLAN
By: NORRELL CORPORATION,
as Plan Administrator
Date: June 28, 1996 By: /s/ Scott C. Harris
----------------------------
Scott C. Harris
Director of Benefits
Norrell Corporation
<PAGE> 18
INDEX TO EXHIBITS
Exhibit
Number Description
23 Consent of Arthur Andersen LLP.
<PAGE> 1
EXHIBIT 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation of
our report included in this Form 11-K into Norrell Corporation's previously
filed Registration Statement No. 33-82350.
ARTHUR ANDERSEN LLP
Atlanta, Georgia
June 28, 1996
