<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
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997.
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
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, 1997 AND 1996
TOGETHER WITH
AUDITORS' REPORT
<PAGE> 3
NORRELL CORPORATION
401(K) RETIREMENT SAVINGS PLAN
FINANCIAL STATEMENTS AND SCHEDULES
DECEMBER 31, 1997 AND 1996
TABLE OF CONTENTS
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
FINANCIAL STATEMENTS
Statement of Net Assets Available for Benefits--December 31, 1997
Statement of Net Assets Available for Benefits--December 31, 1996
Statement of Changes in Net Assets Available for Benefits for the Year
Ended December 31, 1997
NOTES TO FINANCIAL STATEMENTS AND SCHEDULES
SCHEDULES SUPPORTING FINANCIAL STATEMENTS
Schedule I: Item 27a--Schedule of Assets Held for Investment
Purposes--December 31, 1997
Schedule II: Item 27d--Schedule of Reportable Transactions for
the Year Ended December 31, 1997
<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,
1997 and 1996 and the related statement of changes in net assets available for
benefits for the year ended December 31, 1997. 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, 1997 and 1996 and the changes in net assets available for benefits
for the year ended December 31, 1997 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 statements 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.
Arthur Andersen LLP
Atlanta, Georgia
June 29, 1998
<PAGE> 5
Page 1 of 3
NORRELL CORPORATION
401(K) RETIREMENT SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1997
<TABLE>
<CAPTION>
PARTICIPANT-DIRECTED
------------------------------------------------------------------------
GUARANTEED FIDELITY FIDELITY 20TH CENTURY
PARTICIPANT LONG-TERM ASSET ADVISOR GROWTH ULTRA
NOTES FUND MANAGER OPPORTUNITY INVESTORS
RECEIVABLE 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 0 0 0 0
Group Annuity Contracts:
General contract with insurance company 0 7,112,901 0 0 0
Pooled separate account 0 0 1,341,564 6,703,465 1,655,626
Participant notes receivable 122,587 0 0 0 0
---------- ---------- ---------- ---------- ----------
Total investments 122,587 7,112,901 1,341,564 6,703,465 1,655,626
Receivables:
Employee contributions 0 0 0 0 0
Employer contributions 0 0 0 0 0
---------- ---------- ---------- ---------- ----------
NET ASSETS AVAILABLE FOR BENEFITS $ 122,587 $7,112,901 $1,341,564 $6,703,465 $1,655,626
========== ========== ========== ========== ==========
<CAPTION>
-----------------------------
WARBURG LAZARD
PINCUS SMALL
INTERNATIONAL CAPITAL
EQUITY FUND FUND
---------- ----------
ASSETS:
Investments, at fair value (Note 1 and Schedule I):
<S> <C> <C>
Common stock--Norrell Corporation $ 0 $ 0
Investments in registered investment companies 0 0
Group Annuity Contracts:
General contract with insurance company 0 0
Pooled separate account 998,814 31,368
Participant notes receivable 0 0
---------- ----------
Total investments 998,814 31,368
Receivables:
Employee contributions 0 0
Employer contributions 0 0
---------- ----------
NET ASSETS AVAILABLE FOR BENEFITS $ 998,814 $ 31,368
========== ==========
</TABLE>
<PAGE> 6
Page 2 of 3
<TABLE>
<CAPTION>
PARTICIPANT-DIRECTED
-------------------------------------------------------------
PEGASUS PEGASUS PEGASUS PEGASUS
VANGUARD STABLE ASSET INTERMEDIATE EQUITY MID CAPITAL
INDEX 500 INCOME BOND INDEX OPPORTUNITY
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 0 231,996 166,154 582,000 648,260
Group Annuity Contracts:
General contract with insurance company 0 0 0 0 0
Pooled separate account 90,137 0 0 0 0
Participant notes receivable 0 0 0 0 0
-------- -------- -------- -------- --------
Total investments 90,137 231,996 166,154 582,000 648,260
Receivables:
Employee contributions 0 0 0 0 0
Employer contributions 0 0 0 0 0
-------- -------- -------- -------- --------
NET ASSETS AVAILABLE FOR BENEFITS $ 90,137 $231,996 $166,154 $582,000 $648,260
======== ======== ======== ======== ========
<CAPTION>
----------------------------------------
AMERICAN AMERICAN
CENTURY CENTURY
CASH GROWTH NEW
MANAGEMENT FUND OF ECONOMY
FUND AMERICA FUND
-------- -------- --------
<S> <C> <C> <C>
ASSETS:
Investments, at fair value (Note 1 and Schedule I):
Common stock--Norrell Corporation $ 0 $ 9 $ 0
Investments in registered investment companies 312,442 920,470 50,895
Group Annuity Contracts:
General contract with insurance company 0 0 0
Pooled separate account 0 0 0
Participant notes receivable 0 0 0
-------- -------- --------
Total investments 312,442 920,470 50,895
Receivables:
Employee contributions 5,612 17,537 701
Employer contributions 9,171 27,018 1,494
-------- -------- --------
NET ASSETS AVAILABLE FOR BENEFITS $327,225 $965,025 $ 53,090
======== ======== ========
</TABLE>
<PAGE> 7
Page 3 of 3
<TABLE>
<CAPTION>
PARTICIPANT-DIRECTED
----------------------------------------------------------
AMERICAN AMERICAN AMERICAN
CENTURY AMERICAN CENTURY CENTURY
INCOME CENTURY SMALL WASHINGTON
FUND OF NEW CAPITAL MUTUAL
AMERICA PERSPECTIVE WORLD FUND
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
ASSETS:
Investments, at fair value (Note 1 and Schedule I):
Common stock--Norrell Corporation $ 0 $ 0 $ 0 $ 0
Investments in registered investment companies 25,637 909,986 52,465 1,128,878
Group Annuity Contracts:
General contract with insurance company 0 0 0 0
Pooled separate account 0 0 0 0
Participant notes receivable 0 0 0 0
----------- ----------- ----------- -----------
Total investments 25,637 909,986 52,465 1,128,878
Receivables:
Employee contributions 701 17,537 701 21,746
Employer contributions 753 26,710 1,540 33,135
----------- ----------- ----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $ 27,091 $ 954,233 $ 54,706 $ 1,183,759
=========== =========== =========== ===========
<CAPTION>
AMERICAN
CENTURY NONPARTICIPANT-
BOND NORRELL DIRECTED
FUND OF STOCK NORRELL
AMERICA FUND STOCK FUND TOTAL
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
ASSETS:
Investments, at fair value (Note 1 and Schedule I):
Common stock--Norrell Corporation $ 0 $ 7,060,151 $ 4,012,565 $11,072,716
Investments in registered investment companies 278,638 0 0 5,307,821
Group Annuity Contracts:
General contract with insurance company 0 0 0 7,112,901
Pooled separate account 0 0 0 10,820,974
Participant notes receivable 0 0 0 122,587
----------- ----------- ----------- -----------
Total investments 278,638 7,060,151 4,012,565 34,436,999
Receivables:
Employee contributions 5,612 0 0 70,147
Employer contributions 8,179 0 282,143 390,143
----------- ----------- ----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $ 292,429 $ 7,060,151 $ 4,294,708 $34,897,289
=========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of this statement.
<PAGE> 8
NORRELL CORPORATION
401(K) RETIREMENT SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1996
<TABLE>
<CAPTION>
PARTICIPANT-DIRECTED
---------------------------------------------------------------
FIDELITY FIDELITY 20TH CENTURY
GUARANTEED ASSET ADVISOR GROWTH ULTRA
LONG-TERM MANAGER OPPORTUNITY INVESTORS
FUND FUND FUND FUND
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
ASSETS:
Investments, at fair value (Note 1 and Schedule I):
Common stock--Norrell Corporation $ 0 $ 0 $ 0 $ 0
Investments in registered investment companies 0 784,911 4,835,004 861,667
Pooled separate account 6,480,038 0 0 0
----------- ----------- ----------- -----------
Total investments 6,480,038 784,911 4,835,004 861,667
Receivables:
Employer contributions 0 0 0 0
----------- ----------- ----------- -----------
Total assets 6,480,038 784,911 4,835,004 861,667
LIABILITIES 0 0 0 0
----------- ----------- ----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $ 6,480,038 $ 784,911 $ 4,835,004 $ 861,667
=========== =========== =========== ===========
<CAPTION>
-----------------------------
WARBURG NONPARTICIPANT-
PINCUS NORRELL DIRECTED
INTERNATIONAL STOCK NORRELL
EQUITY FUND FUND STOCK FUND TOTAL
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
ASSETS:
Investments, at fair value (Note 1 and Schedule I):
Common stock--Norrell Corporation $ 0 $ 9,693,766 $ 5,529,137 $15,222,903
Investments in registered investment companies 725,842 0 0 7,207,424
Pooled separate account 0 0 0 6,480,038
----------- ----------- ----------- -----------
Total investments 725,842 9,693,766 5,529,137 28,910,365
Receivables:
Employer contributions 0 0 457,776 457,776
----------- ----------- ----------- -----------
Total assets 725,842 9,693,766 5,986,913 29,368,141
LIABILITIES 0 0 0 0
----------- ----------- ----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $ 725,842 $ 9,693,766 $ 5,986,913 $29,368,141
=========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of this statement.
<PAGE> 9
Page 1 of 3
NORRELL CORPORATION
401(K) RETIREMENT SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1997
<TABLE>
<CAPTION>
PARTICIPANT-DIRECTED
--------------------------------------------------------------
FIDELITY FIDELITY
PARTICIPANT GUARANTEED ASSET ADVISOR GROWTH
NOTES LONG-TERM MANAGER OPPORTUNITY
RECEIVABLE FUND FUND FUND
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
PARTICIPANT CONTRIBUTIONS $ 0 $ 976,381 $ 409,733 $ 947,258
EMPLOYER CONTRIBUTIONS 0 168,180 60,404 144,451
ROLLOVER CONTRIBUTIONS 0 77,855 23,137 49,590
NET INVESTMENT INCOME:
Net appreciation (depreciation) in fair value of investments 0 0 186,963 1,377,903
Interest and dividends 0 401,482 0 0
BENEFITS PAID TO PARTICIPANTS 0 (820,689) (214,437) (662,122)
INTERFUND TRANSFERS 0 (170,346) 90,853 11,381
----------- ----------- ----------- -----------
NET INCREASE (DECREASE) IN NET ASSETS AVAILABLE FOR BENEFITS 0 632,863 556,653 1,868,461
NET ASSETS AVAILABLE FOR BENEFITS, DECEMBER 31, 1996 0 6,480,038 784,911 4,835,004
----------- ----------- ----------- -----------
TRANSFERS IN FROM MERGED PLANS (NOTE 1) 122,587 0 0 0
----------- ----------- ----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS, DECEMBER 31, 1997 $ 122,587 $ 7,112,901 $ 1,341,564 $ 6,703,465
=========== =========== =========== ===========
<CAPTION>
-----------------------------------------------
20TH CENTURY LAZARD
ULTRA WARBURG SMALL
INVESTORS INTERNATIONAL CAPITAL
FUND EQUITY FUND FUND
----------- ----------- -----------
<S> <C> <C> <C>
PARTICIPANT CONTRIBUTIONS $ 548,220 $ 316,424 $ 6,139
EMPLOYER CONTRIBUTIONS 76,703 45,346 1,061
ROLLOVER CONTRIBUTIONS 54,765 10,958 981
NET INVESTMENT INCOME:
Net appreciation (depreciation) in fair value of investments 207,513 (81,426) 208
Interest and dividends 0 0 0
BENEFITS PAID TO PARTICIPANTS (238,478) (144,274) 0
INTERFUND TRANSFERS 145,236 125,944 22,979
----------- ----------- -----------
NET INCREASE (DECREASE) IN NET ASSETS AVAILABLE FOR BENEFITS 793,959 272,972 31,368
NET ASSETS AVAILABLE FOR BENEFITS, DECEMBER 31, 1996 861,667 725,842 0
----------- ----------- -----------
TRANSFERS IN FROM MERGED PLANS (NOTE 1) 0 0 0
----------- ----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS, DECEMBER 31, 1997 $ 1,655,626 $ 998,814 $ 31,368
=========== =========== ===========
</TABLE>
<PAGE> 10
Page 2 of 3
<TABLE>
<CAPTION>
PARTICIPANT-DIRECTED
-----------------------------------------------------------------
PEGASUS PEGASUS PEGASUS PEGASUS
VANGUARD STABLE ASSET INTERMEDIATE EQUITY MID CAPITAL
INDEX 500 INCOME BOND INDEX OPPORTUNITY
FUND FUND FUND FUND FUND
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
PARTICIPANT CONTRIBUTIONS $ 10,770 $ 0 $ 0 $ 0 $ 0
EMPLOYER CONTRIBUTIONS 1,776 0 0 0 0
ROLLOVER CONTRIBUTIONS 0 0 0 0 0
NET INVESTMENT INCOME:
Net appreciation (depreciation) of investments 1,832 0 0 0 0
Interest and dividends 646 0 0 0 0
BENEFITS PAID TO PARTICIPANTS 0 0 0 0 0
INTERFUND TRANSFERS 75,113 0 0 0 0
-------- -------- -------- -------- --------
NET INCREASE (DECREASE) IN NET ASSETS AVAILABLE FOR BENEFITS 90,137 0 0 0 0
NET ASSETS AVAILABLE FOR BENEFITS, DECEMBER 31, 1996 0 0 0 0 0
-------- -------- -------- -------- --------
TRANSFERS IN FROM MERGED PLANS (NOTE 1) 0 231,996 166,154 582,000 648,260
-------- -------- -------- -------- --------
NET ASSETS AVAILABLE FOR BENEFITS, DECEMBER 31, 1997 $ 90,137 $231,996 $166,154 $582,000 $648,260
======== ======== ======== ======== ========
<CAPTION>
PARTICIPANT-DIRECTED
------------------------------------
AMERICAN AMERICAN
CENTURY CENTURY
CASH GROWTH NEW
MANAGEMENT FUND OF ECONOMY
FUND AMERICA FUND
-------- -------- --------
<S> <C> <C> <C>
PARTICIPANT CONTRIBUTIONS $ 0 $ 0
EMPLOYER CONTRIBUTIONS 0 0 0
ROLLOVER CONTRIBUTIONS 0 0 0
NET INVESTMENT INCOME:
Net appreciation (depreciation) of investments 0 0 0
Interest and dividends 0 0 0
BENEFITS PAID TO PARTICIPANTS 0 0 0
INTERFUND TRANSFERS 0 0 0
-------- -------- --------
NET INCREASE (DECREASE) IN NET ASSETS AVAILABLE FOR BENEFITS 0 0 0
NET ASSETS AVAILABLE FOR BENEFITS, DECEMBER 31, 1996 0 0 0
-------- -------- --------
TRANSFERS IN FROM MERGED PLANS (NOTE 1) 327,225 965,025 53,090
-------- -------- --------
NET ASSETS AVAILABLE FOR BENEFITS, DECEMBER 31, 1997 $327,225 $965,025 $ 53,090
======== ======== ========
</TABLE>
<PAGE> 11
Page 3 of 3
<TABLE>
<CAPTION>
PARTICIPANT-DIRECTED
---------------------------------------------------------------
AMERICAN AMERICAN AMERICAN
CENTURY AMERICAN CENTURY CENTURY
INCOME CENTURY SMALL WASHINGTON
FUND OF NEW CAPITAL MUTUAL
AMERICA PERSPECTIVE WORLD WORLD
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
PARTICIPANT CONTRIBUTIONS $ 0 $ 0 $ 0 $ 0
EMPLOYER CONTRIBUTIONS 0 0 0 0
ROLLOVER CONTRIBUTIONS 0 0 0 0
NET INVESTMENT INCOME:
Net appreciation (depreciation) of investments 0 0 0 0
Interest and dividends 0 0 0 0
BENEFITS PAID TO PARTICIPANTS 0 0 0 0
INTERFUND TRANSFERS 0 0 0 0
------------ ------------ ------------ ------------
NET INCREASE (DECREASE) IN NET ASSETS AVAILABLE FOR BENEFITS 0 0 0 0
NET ASSETS AVAILABLE FOR BENEFITS, DECEMBER 31, 1996 0 0 0 0
------------ ------------ ------------ ------------
TRANSFERS IN FROM MERGED PLANS (NOTE 1) 27,091 954,233 54,706 1,183,759
------------ ------------ ------------ ------------
NET ASSETS AVAILABLE FOR BENEFITS, DECEMBER 31, 1997 $ 27,091 $ 954,233 $ 54,706 $ 1,183,759
============ ============ ============ ============
<CAPTION>
AMERICAN
CENTURY NONPARTICIPANT-
BOND NORRELL DIRECTED
FUND OF STOCK NORRELL
AMERICA FUND STOCK TOTAL
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
PARTICIPANT CONTRIBUTIONS $ 0 $ 626,569 $ 0 $ 3,841,494
EMPLOYER CONTRIBUTIONS 0 96,144 282,143 876,208
ROLLOVER CONTRIBUTIONS 0 22,371 0 239,657
NET INVESTMENT INCOME:
Net appreciation (depreciation) of investments 0 (2,589,099) (1,465,350) (2,361,456)
Interest and dividends 0 56,847 32,945 491,920
BENEFITS PAID TO PARTICIPANTS 0 (545,287) (541,943) (3,167,230)
INTERFUND TRANSFERS 0 (301,160) 0 0
------------ ------------ ------------ ------------
NET INCREASE (DECREASE) IN NET ASSETS AVAILABLE FOR BENEFITS 0 (2,633,615) (1,692,205) (79,407)
NET ASSETS AVAILABLE FOR BENEFITS, DECEMBER 31, 1996 0 9,693,766 5,986,913 29,368,141
------------ ------------ ------------ ------------
TRANSFERS IN FROM MERGED PLANS (NOTE 1) 292,429 0 0 5,608,555
------------ ------------ ------------ ------------
NET ASSETS AVAILABLE FOR BENEFITS, DECEMBER 31, 1997 $ 292,429 $ 7,060,151 $ 4,294,708 $ 34,897,289
============ ============ ============ ============
</TABLE>
The accompanying notes are an integral part of this statement.
<PAGE> 12
NORRELL CORPORATION
401(K) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS AND SCHEDULES
DECEMBER 31, 1997 AND 1996
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 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 seven existing
investment options or a combination thereof in increments of 1%. The
participant investment elections 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 $.50. 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 named Stock Fund. In
1997 and 1996, the Company contributed $282,143 and $457,776,
respectively, 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 1997 plan year, two new funds, the Lazard Small Capital Fund
and the Vanguard Index 500 Fund, were added as investment options. In
addition, the American Technical Resources, Inc. plan and Norrell
Technical Services, Inc. plan were merged with the plan effective December
31, 1997. With this merger, 12 new funds (the Pegasus Stable Asset Income,
the Pegasus Intermediate Bond, the Pegasus Equity Index, the Pegasus
Mid Capital Opportunity, the Cash Management, the American Century Growth
Fund of America, the American Century New Economy, the American Century
Income Fund of America, the American Century New Perspective, the American
Century Small Capital World, the American Century Washington Mutual, and
the American Century Bond Fund of America Funds) were added to the plan.
<PAGE> 13
-2-
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 of 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.
LAZARD SMALL CAPITAL FUND
This fund seeks to provide capital appreciation by investing in
equities issued by U.S. small capitalization companies older than
three years.
VANGUARD INDEX 500 FUND
This fund invests in 500 larger, well-known companies and seeks
investment results that mirror the Standard & Poor's 500 index.
PEGASUS STABLE ASSET INCOME FUND
This fund provides a diversified portfolio of various types of
investment contracts issued by insurance companies, banks, and
other financial institutions.
PEGASUS INTERMEDIATE BOND FUND
This fund is for investors who seek monthly income, but do not
want to be subject to the principal fluctuation of longer-term
fixed income securities.
PEGASUS EQUITY INDEX FUND
This fund invests in common stocks from among those included in
the Standard & Poor's 500 Index of common stocks.
<PAGE> 14
-3-
PEGASUS MID CAPITAL OPPORTUNITY FUND
This fund seeks long-term capital appreciation by striving for
results competitive with other funds in its peer group while
maintaining a below-average risk profile.
AMERICAN CENTURY GROWTH FUND OF AMERICA
This fund seeks to provide long-term growth of capital through a
diversified portfolio of common stock.
AMERICAN CENTURY NEW ECONOMY FUND
This fund seeks to provide long-term growth through investments
in service and information industries in the U.S. and around the
world.
AMERICAN CENTURY INCOME FUND OF AMERICA
This fund seeks to provide current income, with a secondary
emphasis on growth of capital, by investing in a flexible mix of
stocks, corporate and government bonds, convertible securities,
and money market instruments.
AMERICAN CENTURY NEW PERSPECTIVE
This fund seeks to provide long-term growth of capital through
investments in stocks in the U.S. and all around the world.
AMERICAN CENTURY SMALL CAPITAL WORLD
This fund seeks to provide long-term growth of capital by
investing in the stocks of smaller companies in the U.S. and
around the world.
AMERICAN CENTURY WASHINGTON MUTUAL FUND
This fund seeks to provide current income and an opportunity for
growth of principal consistent with sound common stock investing.
AMERICAN CENTURY BOND FUND OF AMERICA
This fund seeks to provide as high a level of current income as
is prudent to preserve capital, through bonds and other
fixed-income investments.
NORRELL STOCK FUND
This fund invests solely in the Company's common stock. This fund
seeks long-term appreciation based on increases in value of the
Norrell Corporation Stock.
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> 15
-4-
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 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 quoted market 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, 1997 and 1996 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, 1997:
Net assets available for benefits per the financial statements
<TABLE>
<S> <C>
$34,897,289
Amounts allocated to withdrawing participants (58,486)
-----------
Net assets available for benefits per the Form 5500 $34,838,303
===========
</TABLE>
<PAGE> 16
-5-
The following is a reconciliation of benefits paid to participants per
the financial statements to the Form 5500 as of December 31, 1997:
<TABLE>
<S> <C>
Benefits paid to participants per the financial statements $3,167,230
Add amounts allocated to withdrawing participants at
December 31, 1997 58,486
Less amounts allocated to withdrawing participants at
December 31, 1996 (52,393)
----------
Benefits paid to participants per the Form 5500 $3,173,323
==========
</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, 1997 but not yet paid as of that date.
4. TAX STATUS
The Plan obtained its latest determination letter dated August 12, 1997 in
which the Internal Revenue Service stated that the Plan, as amended and
restated, was in compliance with the applicable requirements of the IRC,
however, the Plan was amended effective December 31, 1997. Management
believes that the Plan is designed and was being operated in accordance
with applicable provisions of the IRC as of December 31, 1997 and 1996.
5. SUBSEQUENT EVENT
Effective January 1, 1998, the Plan was amended to state that a
participant shall be fully vested after two years of service instead of
three years and provides for a temporary employee to become an active
participant in the Plan after completion of 30 days of service.
<PAGE> 17
SCHEDULE I
Page 1 of 1
NORRELL CORPORATION
401(K) RETIREMENT SAVINGS PLAN
ITEM 27A--SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1997
<TABLE>
<CAPTION>
IDENTITY OF ISSUER, BORROWER, CURRENT
LESSOR, OR SIMILAR PARTY DESCRIPTION OF INVESTMENT UNITS COST VALUE
- --------------------------------------------- --------------------------------------------- -------- ---------- -----------
<S> <C> <C> <C> <C>
* PARTICIPANT NOTES RECEIVABLE Notes receivable, interest rate 9.5% N/A $ 122,587 $ 122,587
* CONNECTICUT GENERAL LIFE INSURANCE COMPANY Guaranteed Long-Term Fund, interest rate 5.6% 197,431 7,112,901 7,112,901
* CONNECTICUT GENERAL LIFE INSURANCE COMPANY Pooled Separate Accounts 255,430 7,834,992 10,820,974
* NBD BANK Pegasus Stable Asset Income Fund 923 209,338 231,996
* NBD BANK Pegasus Intermediate Bond Fund 14,955 155,852 166,154
* NBD BANK Pegasus Equity Index Fund 25,338 487,279 582,000
* NBD BANK Pegasus Mid Capital Opportunity Fund 29,021 561,159 648,260
* CAPITAL GUARDIAN TRUST Cash Management Fund 312,442 312,442 312,442
* CAPITAL GUARDIAN TRUST American Century Growth Fund of America 49,013 840,863 920,470
* CAPITAL GUARDIAN TRUST American Century New Economy Fund 2,549 50,484 50,895
* CAPITAL GUARDIAN TRUST American Century Income Fund of America 1,443 $ 25,803 $ 25,637
* CAPITAL GUARDIAN TRUST American Century New Perspective 46,979 841,739 909,986
* CAPITAL GUARDIAN TRUST American Century Small Capital World 2,019 56,281 52,465
* CAPITAL GUARDIAN TRUST American Century Washington Mutual Fund 37,195 907,826 1,128,878
* CAPITAL GUARDIAN TRUST American Century Bond Fund of America 19,903 272,342 278,638
* NORRELL CORPORATION Norrell Common Stock 554,545 7,037,792 11,072,717
</TABLE>
*Denotes party in interest.
The accompanying notes are an integral part of this schedule.
<PAGE> 18
SCHEDULE II
NORRELL CORPORATION
401(K) RETIREMENT SAVINGS PLAN
ITEM 27D--SCHEDULE OF REPORTABLE TRANSACTIONS (A)
FOR THE YEAR ENDED DECEMBER 31, 1997
<TABLE>
<CAPTION>
SALES
-----------------------------------
NUMBER OF PURCHASE SELLING COST OF NET
IDENTITY OF PARTY INVOLVED DESCRIPTION OF ASSET TRANSACTIONS PRICE PRICE ASSET GAIN
- -------------------------------------- -------------------------- ------------ ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
* CONNECTICUT GENERAL LIFE INSURANCE Guaranteed Long-Term Fund:
COMPANY Purchases (b) $1,770,798 $ 0 $1,770,798 $ 0
Sales 0 1,522,163 1,522,163 0
* CONNECTICUT GENERAL LIFE INSURANCE Norrell Stock Fund:
COMPANY Purchases 105 1,725,943 0 1,725,943 0
Sales 138 0 1,809,158 737,324 1,071,834
* CONNECTICUT GENERAL LIFE INSURANCE Fidelity Advisor Growth
COMPANY Opportunity Fund
Purchases 111 1,667,891 0 1,667,891 0
Sales 145 0 1,124,086 732,425 391,661
</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> 19
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 29, 1998 By: /S/ Michael L. Smith
-----------------------
Michael L. Smith
VP, Compensation and
Benefits
Norrell Corporation
<PAGE> 20
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description
------ -----------
<S> <C>
23 Consent of Arthur Andersen LLP.
</TABLE>
- --------------------------
<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 29, 1998
