NORRELL CORP
11-K, 1997-06-26
HELP SUPPLY SERVICES
Previous: BEAR STEARNS COMPANIES INC, 424B3, 1997-06-26
Next: FRANKLIN TEMPLETON GLOBAL TRUST, NSAR-A, 1997-06-26



<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 [NO FEE REQUIRED, EFFECTIVE OCTOBER 7, 1996]. FOR THE FISCAL YEAR ENDED
DECEMBER 31, 1996.

                                       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.

     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, 1996 AND 1995
                                TOGETHER WITH
                              AUDITORS' REPORT

<PAGE>   3


                              NORRELL CORPORATION

                         401(k) RETIREMENT SAVINGS PLAN

                       FINANCIAL STATEMENTS AND SCHEDULES

                           DECEMBER 31, 1996 AND 1995




                               TABLE OF CONTENTS


REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


FINANCIAL STATEMENTS

     Statement of Net Assets Available for Benefits-December 31, 1996

     Statement of Net Assets Available for Benefits-December 31, 1995

     Statement of Changes in Net Assets Available for Benefits for the Year 
     Ended December 31, 1996
     
NOTES TO FINANCIAL STATEMENTS AND SCHEDULES 


SCHEDULES SUPPORTING THE FINANCIAL STATEMENTS

    Schedule  I:  Item 27a -- Schedule of Assets Held for Investment
                  Purposes-December 31, 1996

    Schedule II:  Item 27d -- Schedule of Reportable Transactions for the Year
                  Ended December 31, 1996


<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 as of December 31, 1996 and 1995 and the related statement
        of changes in net assets available for benefits for the year ended
        December 31, 1996.  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, 1996 and 1995 and the
        changes in net assets available for benefits for the year ended
        December 31, 1996 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 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 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/ Arthur Andersen LLP



        Atlanta, Georgia
        May 30, 1997



<PAGE>   5
                              NORRELL CORPORATION

                         401(k) RETIREMENT SAVINGS PLAN

                 STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS

                              DECEMBER 31, 1996

<TABLE>   
<CAPTION> 

                                                                              PARTICIPANT-DIRECTED         
                                                        --------------------------------------------------------------------------
                                                                                      FIDELITY         20TH            WARBURG     
                                                                        FIDELITY       ADVISOR        CENTURY          PINCUS      
                                                         GUARANTEED       ASSET        GROWTH          ULTRA        INTERNATIONAL  
                                                          LONG-TERM      MANAGER     OPPORTUNITY     INVESTORS          EQUITY     
                                                            FUND          FUND           FUND          FUND              FUND      
                                                         ----------     --------     -----------     ---------     --------------  
<S>                                                      <C>              <C>         <C>              <C>            <C>          
ASSETS                                                                                                                             
  Investments, at fair value (Note 1 and Schedule I):                                                                              
    Common Stock--Norrell Corporation                    $        0       $       0   $          0     $      0       $      0     
    Investments in registered investment companies                0         784,911      4,835,004      861,667        725,842      
    Pooled separate account                               6,480,038               0              0            0              0     
                                                         ----------       ---------   ------------     --------       --------     
          Total investments                               6,480,038         784,911      4,835,004      861,667        725,842     
  Receivables:                                                                                                                     
    Employer contributions                                        0               0              0            0              0     
                                                         ----------       ---------   ------------     --------       --------     
          Total assets                                    6,480,038         784,911      4,835,004      861,667        725,842     
LIABILITIES                                                       0               0              0            0              0     
                                                         ----------       ---------   ------------     --------       --------     
NET ASSETS AVAILABLE FOR BENEFITS                        $6,480,038       $ 784,911   $  4,835,004     $861,667       $725,842     
                                                         ==========       =========   ============     ========       ========     

</TABLE>




<TABLE>                                            
<CAPTION>
                                                         PARTICIPANT-
                                                           DIRECTED
                                                         ------------
                                                                           NONPARTICPANT-                    
                                                                             DIRECTED                        
                                                           NORRELL            NORRELL                        
                                                            STOCK             STOCK                          
                                                             FUND              FUND            TOTAL          
                                                          ----------       ----------      -----------       
<S>                                                       <C>              <C>             <C>  
ASSETS                                                  
  Investments, at fair value (Note I and Schedule I):                                                        
    Common Stock--Norrell Corporation                     $9,693,766       $5,529,137      $15,222,903       
    Investments in registered investment companies                 0                0        7,207,421       
    Pooled separate account                                        0                0        6,480 038       
                                                          ----------       ----------      -----------      
          Total investments                                9,693,766        5,529,137       28,910,365        
Receivables:                                                                                                 
  Employer contributions                                           0          457,776          457,776
                                                          ----------       ----------      -----------       
          Total assets                                     9,693,766        5,986,913       29,368,141       
LIABILITIES                                                        0                0                0       
                                                          ----------       ----------      -----------       
NET ASSETS AVAILABLE FOR BENEFITS                         $9,693,766       $5,986,913      $29,368,141 
                                                          ==========       ==========      ===========       
                                                                                                            
                                                        


</TABLE>

        The accompanying notes are an integral part of this statement.

<PAGE>   6
                             NORRELL CORPORATION

                        401(k) RETIREMENT SAVINGS PLAN

                STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS

                              DECEMBER 31, 1995
                                      
<TABLE>   
<CAPTION>  

                                                                              PARTICIPANT-DIRECTED         
                                                        --------------------------------------------------------------------------
                                                                                      FIDELITY         20TH             WARBURG    
                                                                        FIDELITY       ADVISOR        CENTURY           PINCUS     
                                                         GUARANTEED       ASSET        GROWTH          ULTRA         INTERNATIONAL 
                                                          LONG-TERM      MANAGER     OPPORTUNITY     INVESTORS           EQUITY    
                                                            FUND          FUND           FUND          FUND               FUND     
                                                         ----------     --------     -----------     ---------      -------------- 
<S>                                                      <C>              <C>            <C>           <C>            <C>    
ASSETS 
  Investments, at fair value (Note 1 and Schedule I):     
    Common Stock--Norrell Corporation                    $        0       $      0       $        0    $       0      $       0    
    Investments in registered investment companies                0        477,645        3,648,970      424,947        405,461    
    Pooled separate account                               5,499,027              0                0            0              0    
                                                         ----------       --------       ----------    ---------      ---------    
           Total investments                              5,499,027        477,645        3,648,970      424,947        405,461    
                                                                                                                                   
  Receivables:                                                                                                                     
    Participant contributions                                46,031          9,642           28,891        8,801          8,820    
    Employer contributions                                        0              0                0            0              0    
                                                         ----------       --------       ----------    ---------      ---------    
           Total receivables                                 46,031          9,642           28,891        8,801          8,820    
                                                         ----------       --------       ----------    ---------      ---------    
    Accrued income                                                0              0                0            0              0    
                                                         ----------       --------       ----------    ---------      ---------    
           Total assets                                   5,545,058        487,287        3,677,861      433,748        414,281    
                                                                                                                                   
LIABILITIES                                                       0              0                0            0              0    
                                                         ----------       --------       ----------    ---------      ---------    
NET ASSETS AVAILABLE FOR BENEFITS                        $5,545,058       $487,287       $3,677,861    $ 433,748      $ 414,281    
                                                         ==========       ========       ==========    =========      =========    


</TABLE>


<TABLE>
<CAPTION>   
                                                        PARTICIPANT- 
                                                          DIRECTED         
                                                        -------------
                                                                        NONPARTICIPANT-     
                                                                           DIRECTED       
                                                           NORRELL          NORRELL       
                                                            STOCK           STOCK      
                                                            FUND            FUND             TOTAL         
                                                         ----------    --------------     -----------     
<S>                                                      <C>              <C>             <C>            

ASSETS 
  Investments, at fair value (Note 1 and Schedule I):     
    Common Stock--Norrell Corporation                    $5,097,284       $2,577,707      $  7,674,991     
    Investments in registered investment companies                0                0         4,957,023 
    Pooled separate account                                       0                0         5,499,027 
                                                         ----------       ----------      ------------ 
           Total investments                              5,097,284        2,577,707        18,131,041     
                                                         ----------       ----------      ------------  
  Receivables:                                                                                                                     
    Participant contributions                                13,740                0           115,925 
    Employer contributions                                        0          585,285           585,285 
                                                         ----------       ----------      ------------ 
           Total receivables                                 13,740          585,285           701,210 
                                                         ----------       ----------      ------------  
    Accrued income                                           15,604                0            15,604
                                                         ----------       ----------      ------------ 
           Total assets                                   5,126,628        3,162,992        18,847,855 
                                                                                                                                   
LIABILITIES                                                       0                0                 0 
                                                         ----------       ----------      ------------ 
NET ASSETS AVAILABLE FOR BENEFITS                        $5,126,628       $3,162,992       $18,847,855 
                                                         ==========       ==========      ============ 






</TABLE>

        The accompanying notes are an integral part of this statement

<PAGE>   7
                             NORRELL CORPORATION

                        401(k) RETIREMENT SAVINGS PLAN

                STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

                              FOR THE YEAR DECEMBER 31, 1996
                                      
<TABLE>   
<CAPTION>  

                                                                              PARTICIPANT-DIRECTED         
                                                        ------------------------------------------------------------------------
                                                                                       FIDELITY          20TH         WARBURG    
                                                                         FIDELITY       ADVISOR        CENTURY        PINCUS     
                                                         GUARANTEED        ASSET        GROWTH           ULTRA     INTERNATIONAL 
                                                          LONG-TERM       MANAGER     OPPORTUNITY      INVESTORS      EQUITY    
                                                            FUND           FUND           FUND           FUND          FUND     
                                                         ----------      --------     ------------     ---------    ------------ 
<S>                                                      <C>              <C>          <C>             <C>           <C>    
PARTICIPANT CONTRIBUTONS                                 $1,030,606       $273,374     $  765,924      $ 348,250     $246,950     

EMPLOYER CONTRIBUTIONS                                       87,076         20,053         57,979         22,596       18,758    
                                                         ----------       --------     ----------      ---------     --------    
                                                          1,117,682        293,427        823,903        370,846      265,708    
                                                                                                                                    
NET INVESTMENT INCOME IN POOLED SEPARATE                                                                                           
  ACCOUNT                                                   338,246              0              0              0            0

NET INVESTMENT INCOME IN REGISTERED
  INVESTMENT COMPANIES                                            0         74,306        677,457         66,459       49,967      

INTEREST AND DIVIDENDS                                            0              0              0              0            0      
                                                                                      
BENEFITS PAID TO PARTICIPANTS                              (548,450)       (59,541)      (306,911)       (54,257)     (72,657)    

INTERFUND TRANSFERS                                          27,502        (10,568)       (37,306)        44,871       68,543      
NET INCREASE IN NET ASSETS AVAILABLE FOR                 ----------       --------     ----------      ---------     --------
  BENEFITS                                                  934,980        297,624      1,157,143        427,919      311,561
                                                                                                                                   
NET ASSETS AVAIALBLE FOR BENEFITS AT
  DECEMBER 31, 1995                                       5,545,058        487,287      3,677,861        433,748      414,281    
                                                         ----------       --------     ----------      ---------     --------
NET ASSETS AVAIALBLE FOR BENEFITS AT
  DECEMBER 31, 1996                                      $6,480,038       $784,911     $4,835,004      $ 861,667     $725,842    
                                                         ==========       ========     ==========      =========     ========     


</TABLE>


<TABLE>
<CAPTION>   
                                                        PARTICIPANT- 
                                                          DIRECTED         
                                                        ------------
                                                                        NONPARTICIPANT-      
                                                                           DIRECTED       
                                                           NORRELL          NORRELL       
                                                            STOCK           STOCK      
                                                            FUND            FUND               TOTAL         
                                                         ----------    --------------       -----------     
<S>                                                      <C>              <C>               <C> 
PARTICIPANT CONTRIBUTONS                                 $  438,548       $        0        $ 3,103,652        
                                                                                                                                   
EMPLOYER CONTRIBUTIONS                                        2,349          457,776            666,587        
                                                         ----------       ----------        -----------        
                                                            440,897          457,776          3,770,239        
                                                                                                                                    
NET INVESTMENT INCOME IN POOLED SEPARATE                                                                                           
  ACCOUNT                                                         0                0            338,246
                                                                                                                                   
NET INVESTMENT INCOME IN REGISTERED                                                                                                
  INVESTMENT COMPANIES                                    4,395,861        2,656,021          7,920,071                             
                                                                                                                                   
INTEREST AND DIVIDENDS                                       47,204           27,041             74,245 
                                                                                                                                   
BENEFITS PAID TO PARTICIPANTS                              (223,782)        (316,917)        (1,582,515)
                                                                                                                                   
INTERFUND TRANSFERS                                         (93,042)               0                  0 
NET INCREASE IN NET ASSETS AVAILABLE FOR                 ----------       ----------        -----------    
  BENEFITS                                                4,567,138        2,823,921         10,520,286                             
                                                                                                                                   
NET ASSETS AVAIALBLE FOR BENEFITS AT                                                                                               
  DECEMBER 31, 1995                                       5,126,628        3,162,992         18,847,855 
                                                         ----------       ----------        ----------- 
NET ASSETS AVAIALBLE FOR BENEFITS AT                                                                                               
  DECEMBER 31, 1996                                      $9,693,766       $5,986,913        $29,368,141 
                                                         ==========       ==========        ===========                      



</TABLE>

         The accompanying notes are an integral part of this statement


<PAGE>   8
                              NORRELL CORPORATION

                         401(K) RETIREMENT SAVINGS PLAN


                  NOTES TO FINANCIAL STATEMENTS AND SCHEDULES

                           DECEMBER 31, 1996 AND 1995


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 is a defined contribution salary deferral and profit-sharing
     plan for the exclusive benefit of eligible employees of the Norrell
     Corporation (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. The entry date is the first day of
     each calendar month during the period in which the Plan remains in effect.

     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("IRC"), 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 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 matching contributions are 100%
     participant-directed. The Company may, at its discretion, make an
     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.  

     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 discretionary 
     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 1996, the Company contributed $457,776 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.



<PAGE>   9
                                     -2-



     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 Pincus International Equity, and the 20th Century Ultra
     Investors Funds), two funds from Tascor, Inc.'s plan (the Guaranteed
     Long-Term Fund 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:


          GUARANTEED LONG TERM FUND 

          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 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 United States and internationally.

          FIDELITY ADVISOR GROWTH OPPORTUNITY FUND 

          This fund is invested primarily in common stocks and securities
          convertible into common stocks that provide capital growth.

          20th 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>   10
                                     -3-




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.

     VALUATION OF INVESTMENTS

     The value for the Plan's investments in the registered investment
     companies is determined by the trustee based on the unit value for each
     fund, which, in turn, is based on the market value of the investments' 
     underlying assets.

     Investment in Company common stock as of December 31, 1996 and 1995
     is stated at market value as determined by the trade price on the New
     York Stock Exchange. 

     American Institute of Certified Public Accountants Statement of
     Position ("SOP") No. 94-4, "Reporting of Investment Contracts Held by
     Health and Welfare Benefit Plans and Defined Contribution Pension Plans,"
     requires fair value reporting of investment contracts that are not fully
     benefit-responsive.  The pooled separate account of the Plan was
     previously reported at contract value.  The Plan has adopted this SOP
     effective January 1, 1996, and because the Plan's pooled separate account
     is not fully responsive, it is required to be reported at fair value. 
     Fair value is determined based on discounted cash flows at a market
     interest rate for investments with similar characteristics.  At January 1,
     1996, fair value approximated contract value; therefore, no cumulative
     effect of an accounting change is reflected in the accompanying financial
     statements.

     ADMINISTRATIVE EXPENSES

     The Company pays all administrative expenses of the Plan.  

     RECLASSIFICATION OF PRIOR YEAR FINANCIAL STATEMENTS

     Certain prior year balances have been reclassified to conform with
     the current year presentation.


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 for the year
     ended December 31, 1996:


<TABLE>
             <S>                                                                 <C>
             Net assets available for benefits per the financial                                  
               statements                                                        $29,368,141      
             Amounts allocated to withdrawing participants                           (52,000)     
                                                                                 -----------      
             Net assets available for benefits per the Form 5500                 $29,316,141      
                                                                                 ===========      
</TABLE>



<PAGE>   11
                                     -4-



     The following is a reconciliation of benefits paid to participants 
     per the financial statements to the Form 5500 as of December 31, 1996:


<TABLE>
          <S>                                                               <C>
          Benefits paid to participants per the financial statements        $1,582,515
            Add amounts allocated to withdrawing participants at 
              December 31, 1996                                                 52,000
            Less amounts allocated to withdrawing participants at
              December 31, 1995                                               (292,000)
                                                                            ----------
          Benefits paid to participants per the Form 5500                   $1,342,515
                                                                            ==========

</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, 1996 but not yet paid as of that date.



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, 1996 and 1995.

5.   SUBSEQUENT EVENT

     Effective January 1, 1997, the Plan was amended to provide a matching
     company contribution of $.50 for each $1 of annual compensation deferred
     up to the first 4% of annual compensation of a participant.
<PAGE>   12


                                                                      SCHEDULE I


                             NORRELL CORPORATION

                        401(K) RETIREMENT SAVINGS PLAN


          ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES

                              DECEMBER 31, 1996



<TABLE>
<CAPTION>
  IDENTITY OF ISSUER, BORROWER,                                                                                              
    LESSOR, OR SIMILAR PARTY          DESCRIPTION OF INVESTMENT               UNITS             COST            CURRENT VALUE 
  ----------------------------   -----------------------------------         -------         ----------         ------------- 
<S>                              <C>                                         <C>             <C>                <C>
* CONNECTICUT GENERAL LIFE       
    INSURANCE COMPANY            Guaranteed Long-Term Fund                   191,826         $6,480,038         $ 6,480,038   
                                                                                                                              
* CONNECTICUT GENERAL LIFE                                                                                                    
    INSURANCE COMPANY            Fidelity Asset Manager Fund                  41,787            649,262             784,911   
                                                                                                                              
* CONNECTICUT GENERAL LIFE                                                                                                    
    INSURANCE COMPANY            Fidelity Advisor Growth Opportunity Fund    100,203          3,257,737           4,835,004   
                                                                                                                              
* CONNECTICUT GENERAL LIFE                                                                                                    
    INSURANCE COMPANY            20th Century Ultra Investors Fund            26,752            732,268             861,667   
                                                                                                                              
* CONNECTICUT GENERAL LIFE                                                                                                    
    INSURANCE COMPANY            Warburg Pincus International Fund            31,007            617,686             725,842   
                                                                                                                              
* CONNECTICUT GENERAL LIFE                                                                                                    
    INSURANCE COMPANY            Norrell Stock Fund                          558,066          6,049,173          15,222,903   
</TABLE>

                         * Denotes party in interest.

                                      
         The accompanying notes are an integral part of this schedule.


<PAGE>   13



                                                                     SCHEDULE II


                             NORRELL CORPORATION

                        401(K) RETIREMENT SAVINGS PLAN


              ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS (a)

                     FOR THE YEAR ENDED DECEMBER 31, 1996



<TABLE>
<CAPTION>
                                                                     NUMBER                                COST 
                                                                       OF          PURCHASE     SELLING     OF          NET   
    IDENTITY OF PARTY INVOLVED           DESCRIPTION OF ASSET     TRANSACTIONS       PRICE       PRICE     ASSET       GAIN  
    --------------------------        --------------------------  ------------    ----------   --------  ----------  -------- 
<S> <C>                               <C>                               <C>       <C>          <C>       <C>         <C>
*   CONNECTICUT GENERAL LIFE          Guaranteed Long Term Fund:                                                             
      INSURANCE COMPANY                 Purchases                       (b)       $1,877,575   $      0  $1,877,575  $      0  
                                        Sales                                              0    896,564     896,564         0 
                                                                                                                         
*   CONNECTICUT GENERAL LIFE          Norrell Stock Fund:
      INSURANCE COMPANY                 Purchases                       90         1,351,888          0   1,351,888         0  
                                        Sales                           99                 0    926,117     437,365   488,752  

</TABLE>

                        * Denotes a party in interest.

(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.


        The accompanying notes are an integral part of this schedule.


<PAGE>   14
                                   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 26, 1997                       By: /s/ Michael Smith
                                              ----------------------------
                                                Michael Smith
                                                V.P., Compensation and Benefits
                                                Norrell Corporation


<PAGE>   15



                               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 26, 1997





© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission