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Previous: CITY INVESTING CO LIQUIDATING TRUST, 10-Q, 1999-07-16 |
Next: TOWER AIR INC, 4/A, 1999-07-16 |
<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, 1998.
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED].
For the transition period from _____________ to ______________
COMMISSION FILE 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, 1998 AND 1997
TOGETHER WITH
AUDITORS' REPORT
<PAGE> 3
NORRELL CORPORATION
401(K) RETIREMENT SAVINGS PLAN
FINANCIAL STATEMENTS AND SCHEDULES
DECEMBER 31, 1998 AND 1997
TABLE OF CONTENTS
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
FINANCIAL STATEMENTS
Statement of Net Assets Available for Benefits--December 31, 1998
Statement of Net Assets Available for Benefits--December 31, 1997
Statement of Changes in Net Assets Available for Benefits for the Year
Ended December 31, 1998
NOTES TO FINANCIAL STATEMENTS AND SCHEDULES
SCHEDULES SUPPORTING FINANCIAL STATEMENTS
Schedule I: Item 27a--Schedule of Assets Held for Investment
Purposes--December 31, 1998
Schedule II: Item 27d--Schedule of Reportable Transactions for the
Year Ended December 31, 1998
<PAGE> 4
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To 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,
1998 and 1997 and the related statement of changes in net assets available for
benefits for the year ended December 31, 1998. 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, 1998 and 1997 and the changes in net assets available for benefits
for the year ended December 31, 1998 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
<PAGE> 5
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.
The schedule of assets held for investment purposes as of December 31, 1998
does not disclose the number of units of certain of the Plan's investments.
Also, the schedule of reportable transactions does not disclose the number of
transactions for certain investments for the year ended December 31, 1998.
Disclosure of this information is required by the Department of Labor Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974.
Arthur Andersen LLP
Atlanta, Georgia
June 29, 1999
- 2 -
<PAGE> 6
Page 1 of 3
NORRELL CORPORATION
401(K) RETIREMENT SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1998
<TABLE>
<CAPTION>
PARTICIPANT-DIRECTED
---------------------------------------------------------------------
CHARTER FIDELITY FIDELITY
PARTICIPANT GUARANTEED ASSET ADVISOR GROWTH
NOTES LONG-TERM MANAGER OPPORTUNITY
RECEIVABLE 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 0 0 0
Group Annuity Contracts:
General contract with insurance company 0 8,729,632 0 0
Pooled separate accounts 0 0 2,473,182 11,726,247
Participant notes receivable 82,121 0 0 0
--------- ----------- ---------- -----------
Total investments 82,121 8,729,632 2,473,182 11,726,247
Receivables:
Employee contributions 0 45,315 25,818 51,630
Employer contributions 0 6,751 3,494 7,234
--------- ----------- ---------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $ 82,121 $ 8,781,698 $2,502,494 $11,785,111
========= =========== ========== ===========
<CAPTION>
PARTICIPANT-DIRECTED
-------------------------------------------------
AMERICAN WARBURG LAZARD
CENTURY- PINCUS SMALL
20TH CENTURY INTERNATIONAL CAP
ULTRA FUND EQUITY FUND FUND
------------ ------------- --------
<S> <C> <C> <C>
ASSETS:
Investments, at fair value (Note 1 and Schedule I):
Common stock--Norrell Corporation $ 0 $ 0 $ 0
Investments in registered investment companies 0 0 0
Group Annuity Contracts:
General contract with insurance company 0 0 0
Pooled separate accounts 3,906,194 2,100,673 787,421
Participant notes receivable 0 0 0
---------- ---------- --------
Total investments 3,906,194 2,100,673 787,421
Receivables:
Employee contributions 34,006 13,138 11,405
Employer contributions 4,666 2,007 1,494
---------- ---------- --------
NET ASSETS AVAILABLE FOR BENEFITS $3,944,866 $2,115,818 $800,320
========== ========== ========
</TABLE>
<PAGE> 7
Page 2 of 3
<TABLE>
<CAPTION>
PARTICIPANT-DIRECTED
-----------------------------------------------------------------
FIDELITY FIDELITY
VANGUARD RETIREMENT INVESTMENT FIDELITY
INDEX 500 MONEY GRADE INTERMEDIATE
FUND MARKET FUND BOND FUND BOND 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 3,235,526 724,694 94,428 72,710
Group Annuity Contracts:
General contract with insurance company 0 0 0 0
Pooled separate accounts 0 0 0 0
Participant notes receivable 0 0 0 0
---------- -------- ------- -------
Total investments 3,235,526 724,694 94,428 72,710
Receivables:
Employee contributions 32,927 1,643 1,714 1,703
Employer contributions 3,966 0 0 0
---------- -------- ------- -------
NET ASSETS AVAILABLE FOR BENEFITS $3,272,419 $726,337 $96,142 $74,413
========== ======== ======= =======
<CAPTION>
PARTICIPANT-DIRECTED
-----------------------------------------------------------------
FIDELITY
GROWTH AND FIDELITY
FIDELITY INCOME FIDELITY BALANCED
FUND FUND CONTRAFUND 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 791,188 1,285,610 1,142,298 252,957
Group Annuity Contracts:
General contract with insurance company 0 0 0 0
Pooled separate accounts 0 0 0 0
Participant notes receivable 0 0 0 0
-------- ---------- ---------- --------
Total investments 791,188 1,285,610 1,142,298 252,957
Receivables:
Employee contributions 8,529 11,355 9,641 5,244
Employer contributions 0 0 0 0
-------- ---------- ---------- --------
NET ASSETS AVAILABLE FOR BENEFITS $799,717 $1,296,965 $1,151,939 $258,201
======== ========== ========== ========
</TABLE>
<PAGE> 8
Page 3 of 3
<TABLE>
<CAPTION>
PARTICIPANT-DIRECTED
--------------------------------------------------------------------
VALLEY CARSON CARSON
TEMPORARY CARSON GROWTH MONEY NORRELL
SERVICES GROWTH AND INCOME MARKET STOCK
FUNDS FUNDS FUNDS 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 $5,451,550
Investments in registered investment companies 241,567 1,213,150 220,742 27,361 0
Group Annuity Contracts:
General contract with insurance company 0 0 0 0 0
Pooled separate accounts 0 0 0 0 0
Participant notes receivable 0 0 0 0 0
----------- ----------- --------- -------- ----------
Total investments 241,567 1,213,150 220,742 27,361 5,451,550
Receivables:
Employee contributions 0 0 0 0 25,809
Employer contributions 0 0 0 0 5,656
----------- ----------- --------- -------- ----------
NET ASSETS AVAILABLE FOR BENEFITS $ 241,567 $ 1,213,150 $ 220,742 $ 27,361 $5,483,015
=========== =========== ========= ======== ==========
<CAPTION>
NONPARTICIPANT-DIRECTED
-----------------------------
FIDELITY
RETIREMENT NORRELL
MONEY STOCK
MARKET FUND FUND TOTAL
------------ ---------- -----------
<S> <C> <C> <C>
ASSETS:
Investments, at fair value (Note 1 and Schedule I):
Common stock--Norrell Corporation $ 0 $2,893,028 $ 8,344,578
Investments in registered investment companies 300,226 0 9,602,457
Group Annuity Contracts:
General contract with insurance company 0 0 8,729,632
Pooled separate accounts 0 0 20,993,717
Participant notes receivable 0 0 82,121
--------- ---------- -----------
Total investments 300,226 2,893,028 47,752,505
Receivables:
Employee contributions 0 0 279,877
Employer contributions 78,186 0 113,454
--------- ---------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $ 378,412 $2,893,028 $48,145,836
========= ========== ===========
</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 NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1997
<TABLE>
<CAPTION>
PARTICIPANT-DIRECTED
------------------------------------------------------------------------
CHARTER FIDELITY FIDELITY
PARTICIPANT GUARANTEED ASSET ADVISOR GROWTH
NOTES LONG-TERM MANAGER OPPORTUNITY
RECEIVABLE 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 0 0 0
Group Annuity Contracts:
General contract with insurance company 0 7,112,901 0 0
Pooled separate accounts 0 0 1,341,564 6,703,465
Participant notes receivable 122,587 0 0 0
---------- ---------- ---------- ----------
Total investments 122,587 7,112,901 1,341,564 6,703,465
Receivables:
Employee contributions 0 0 0 0
Employer contributions 0 0 0 0
---------- ---------- ---------- ----------
NET ASSETS AVAILABLE FOR BENEFITS $ 122,587 $7,112,901 $1,341,564 $6,703,465
========== ========== ========== ==========
<CAPTION>
PARTICIPANT-DIRECTED
-----------------------------------------------------------------
AMERICAN WARBURG LAZARD
CENTURY- PINCUS SMALL VANGUARD
20TH CENTURY INTERNATIONAL CAP INDEX 500
ULTRA FUND EQUITY 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 0 0 90,137
Group Annuity Contracts:
General contract with insurance company 0 0 0 0
Pooled separate accounts 1,655,626 998,814 31,368 0
Participant notes receivable 0 0 0 0
---------- -------- ------- -------
Total investments 1,655,626 998,814 31,368 90,137
Receivables:
Employee contributions 0 0 0 0
Employer contributions 0 0 0 0
---------- -------- ------- -------
NET ASSETS AVAILABLE FOR BENEFITS $1,655,626 $998,814 $31,368 $90,137
========== ======== ======= =======
</TABLE>
<PAGE> 10
Page 2 of 3
<TABLE>
<CAPTION>
PARTICIPANT-DIRECTED
-------------------------------------------------------------------
PEGASUS PEGASUS PEGASUS PEGASUS
STABLE ASSET INTERMEDIATE EQUITY MID CAPITAL
INCOME BOND INDEX OPPORTUNITY
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 231,996 166,154 582,000 648,260
Group Annuity Contracts:
General contract with insurance
company 0 0 0 0
Pooled separate accounts 0 0 0 0
Participant notes receivable 0 0 0 0
--------- --------- --------- ---------
Total investments 231,996 166,154 582,000 648,260
Receivables:
Employee contributions 0 0 0 0
Employer contributions 0 0 0 0
--------- --------- --------- ---------
NET ASSETS AVAILABLE FOR BENEFITS $ 231,996 $ 166,154 $ 582,000 $ 648,260
========= ========= ========= =========
<CAPTION>
PARTICIPANT-DIRECTED
--------------------------------------------------------------
AMERICAN AMERICAN AMERICAN
CASH CENTURY CENTURY NEW CENTURY
MANAGEMENT GROWTH FUND ECONOMY INCOME FUND
FUND OF AMERICA FUND OF AMERICA
--------- ----------- ---------- ------------
<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 312,442 920,470 50,895 25,637
Group Annuity Contracts:
General contract with insurance
company 0 0 0 0
Pooled separate accounts 0 0 0 0
Participant notes receivable 0 0 0 0
-------- -------- ------- -------
Total investments 312,442 920,470 50,895 25,637
Receivables:
Employee contributions 5,612 17,537 701 701
Employer contributions 9,171 27,018 1,494 753
-------- -------- ------- -------
NET ASSETS AVAILABLE FOR BENEFITS $327,225 $965,025 $53,090 $27,091
======== ======== ======= =======
</TABLE>
<PAGE> 11
Page 3 of 3
<TABLE>
<CAPTION>
PARTICIPANT-DIRECTED
------------------------------------------------------------------
AMERICAN AMERICAN AMERICAN AMERICAN
CENTURY CENTURY CENTURY CENTURY
NEW SMALL WASHINGTON BOND FUND
PERSPECTIVE CAPITAL WORLD MUTUAL FUND OF AMERICA
----------- ------------- ----------- ----------
<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 909,986 52,465 1,128,878 278,638
Group Annuity Contracts:
General contract with insurance company 0 0 0 0
Pooled separate accounts 0 0 0 0
Participant notes receivable 0 0 0 0
---------- -------- ------------ ----------
Total investments 909,986 52,465 1,128,878 278,638
Receivables:
Employee contributions 17,537 701 21,746 5,612
Employer contributions 26,710 1,540 33,135 8,179
---------- -------- ------------ ----------
NET ASSETS AVAILABLE FOR BENEFITS $ 954,233 $54,706 $ 1,183,759 $ 292,429
========== ======== ============ ==========
<CAPTION>
NONPARTICIPANT-
NORRELL DIRECTED
STOCK NORRELL
FUND STOCK FUND TOTAL
---------- --------------- ----------
<S> <C> <C> <C>
ASSETS:
Investments, at fair value (Note 1 and Schedule I):
Common stock--Norrell Corporation $7,060,151 $4,012,565 $11,072,716
Investments in registered investment companies 0 0 5,397,958
Group Annuity Contracts:
General contract with insurance company 0 0 7,112,901
Pooled separate accounts 0 0 10,730,837
Participant notes receivable 0 0 122,587
---------- ---------- -----------
Total investments 7,060,151 4,012,565 34,436,999
Receivables:
Employee contributions 0 0 70,147
Employer contributions 0 282,143 390,143
---------- ---------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $7,060,151 $4,294,708 $34,897,289
========== ========== ===========
</TABLE>
The accompanying notes are an integral part of this statement.
<PAGE> 12
Page 1 of 4
NORRELL CORPORATION
401(K) RETIREMENT SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1998
<TABLE>
<CAPTION>
PARTICIPANT-DIRECTED
-------------------------------------------------------------
CHARTER FIDELITY FIDELITY
PARTICIPANT GUARANTEED ASSET ADVISOR GROWTH
NOTES LONG-TERM MANAGER OPPORTUNITY
RECEIVABLE FUND FUND FUND
----------- ----------- ----------- ---------------
<S> <C> <C> <C> <C>
PARTICIPANT CONTRIBUTIONS $ 0 $ 1,291,092 $ 841,824 $ 1,702,356
EMPLOYER CONTRIBUTIONS 0 104,881 102,621 213,353
ROLL-OVER CONTRIBUTIONS 0 152,950 91,396 291,415
NET INVESTMENT INCOME:
Net appreciation (depreciation) in fair value of investments 0 0 285,270 1,902,372
Interest and dividends 5,872 499,486 0 0
BENEFITS PAID TO PARTICIPANTS (46,338) (1,064,720) (197,673) (1,470,606)
INTERFUND TRANSFERS 0 685,108 37,492 2,442,756
----------- ----------- ----------- ------------
NET (DECREASE) INCREASE IN NET ASSETS AVAILABLE
FOR BENEFITS (40,466) 1,668,797 1,160,930 5,081,646
NET ASSETS AVAILABLE FOR BENEFITS, DECEMBER 31, 1997 122,587 7,112,901 1,341,564 6,703,465
TRANSFERS IN FROM MERGED PLANS (NOTE 1) 0 0 0 0
----------- ----------- ----------- ------------
NET ASSETS AVAILABLE FOR BENEFITS, DECEMBER 31, 1998 $ 82,121 $ 8,781,698 $ 2,502,494 $ 11,785,111
=========== =========== =========== ============
<CAPTION>
PARTICIPANT-DIRECTED
--------------------------------------------------------
AMERICAN LAZARD
CENTURY- WARBURG SMALL VANGUARD
20TH CENTURY INTERNATIONAL CAP INDEX 500
ULTRA FUND EQUITY FUND FUND FUND
------------ ------------- ----------- -----------
<S> <C> <C> <C> <C>
PARTICIPANT CONTRIBUTIONS $ 1,255,504 $ 465,306 $ 555,747 $ 1,207,613
EMPLOYER CONTRIBUTIONS 150,246 61,351 59,288 116,290
ROLL-OVER CONTRIBUTIONS 372,542 29,210 127,236 231,200
NET INVESTMENT INCOME:
Net appreciation (depreciation) in fair value of 758,439 (55,411) (61,796) 385,308
investments
Interest and dividends 0 0 0 34,354
BENEFITS PAID TO PARTICIPANTS (413,807) (255,497) (48,906) (193,173)
INTERFUND TRANSFERS 166,316 872,045 137,383 1,400,690
----------- ----------- ----------- -----------
NET (DECREASE) INCREASE IN NET ASSETS AVAILABLE
FOR BENEFITS 2,289,240 1,117,004 768,952 3,182,282
NET ASSETS AVAILABLE FOR BENEFITS, DECEMBER 31, 1997 1,655,626 998,814 31,368 90,137
TRANSFERS IN FROM MERGED PLANS (NOTE 1) 0 0 0 0
----------- ----------- ----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS, DECEMBER 31, 1998 $ 3,944,866 $ 2,115,818 $ 800,320 $ 3,272,419
=========== =========== =========== ===========
</TABLE>
<PAGE> 13
Page 2 of 4
<TABLE>
<CAPTION>
PARTICIPANT-DIRECTED
----------------------------------------------------------------------------
PEGASUS PEGASUS PEGASUS PEGASUS
STABLE ASSET INTERMEDIATE EQUITY MID CAPITAL CASH
INCOME BOND INDEX OPPORTUNITY MANAGEMENT
FUND FUND FUND FUND FUND
------------ ----------- ---------- ----------- ----------
<S> <C> <C> <C> <C> <C>
PARTICIPANT CONTRIBUTIONS $ 0 $ 0 $ 0 $ 0 $ 0
EMPLOYER CONTRIBUTIONS 0 0 0 0 0
ROLL-OVER CONTRIBUTIONS 0 0 0 0 0
NET INVESTMENT INCOME:
Net appreciation (depreciation) in fair
value of investments 8,543 7,500 155,123 96,384 0
Interest and dividends 398 5,986 4,106 709 10,435
BENEFITS PAID TO PARTICIPANTS (25,381) (24,780) (146,746) (161,887) (29,336)
INTERFUND TRANSFERS (215,556) (154,860) (594,483) (583,466) (308,324)
--------- --------- --------- ----------- ----------
NET (DECREASE) INCREASE IN NET ASSETS
AVAILABLE FOR BENEFITS (231,996) (166,154) (582,000) (648,260) (327,225)
NET ASSETS AVAILABLE FOR BENEFITS,
DECEMBER 31, 1997 231,996 166,154 582,000 648,260 327,225
TRANSFERS IN FROM MERGED PLANS (NOTE 1) 0 0 0 0 0
--------- --------- --------- ----------- ----------
NET ASSETS AVAILABLE FOR BENEFITS,
DECEMBER 31, 1998 $ 0 $ 0 $ 0 $ 0 $ 0
========= ========= ========= =========== ==========
<CAPTION>
PARTICIPANT-DIRECTED
---------------------------------------------------------
AMERICAN AMERICAN AMERICAN AMERICAN
CENTURY CENTURY NEW CENTURY CENTURY NEW
GROWTH FUND ECONOMY INCOME FUND PERSPECTIVE
OF AMERICA FUND OF AMERICA FUND
------------ ----------- ------------ -----------
<S> <C> <C> <C> <C>
PARTICIPANT CONTRIBUTIONS $ 0 $ 0 $ 0 $ 0
EMPLOYER CONTRIBUTIONS 0 0 0 0
ROLL-OVER CONTRIBUTIONS 0 0 0 0
NET INVESTMENT INCOME:
Net appreciation (depreciation) in fair
value of investments 99,367 18,374 4,049 133,996
Interest and dividends 0 0 0 0
BENEFITS PAID TO PARTICIPANTS (86,777) (7,793) (1,775) (55,908)
INTERFUND TRANSFERS (977,615) (63,671) (29,365) (1,032,321)
--------- -------- -------- -----------
NET (DECREASE) INCREASE IN NET ASSETS
AVAILABLE FOR BENEFITS (965,025) (53,090) (27,091) (954,233)
NET ASSETS AVAILABLE FOR BENEFITS,
DECEMBER 31, 1997 965,025 53,090 27,091 954,233
TRANSFERS IN FROM MERGED PLANS (NOTE 1) 0 0 0 0
--------- -------- -------- -----------
NET ASSETS AVAILABLE FOR BENEFITS,
DECEMBER 31, 1998 $ 0 $ 0 $ 0 $ 0
========= ======== ======== ===========
</TABLE>
<PAGE> 14
Page 3 of 4
<TABLE>
<CAPTION>
PARTICIPANT-DIRECTED
------------------------------------------------------------------------------------
AMERICAN AMERICAN CENTURY AMERICAN FIDELITY FIDELITY
CENTURY WASHINGTON CENTURY RETIREMENT INVESTMENT
SMALL CAPITAL MUTUAL WORLD BOND FUND MONEY GRADE
WORLD FUND FUND OF AMERICA MARKET FUND BOND FUND
------------ --------------- ------------- ------------ ---------
<S> <C> <C> <C> <C> <C>
PARTICIPANT CONTRIBUTIONS $ 0 $ 0 $ 0 $ 0 $ 0
EMPLOYER CONTRIBUTIONS 0 0 0 0 0
ROLL-OVER CONTRIBUTIONS 0 0 0 0 0
NET INVESTMENT INCOME:
Net appreciation (depreciation) in fair
value of investments 8,895 79,934 0 0 0
Interest and dividends 0 0 760 0 0
BENEFITS PAID TO PARTICIPANTS (2,167) (46,790) (24,818) 0 0
INTERFUND TRANSFERS (61,434) (1,216,903) (268,371) 0 0
------------ --------------- ------------- ------------- ----------
NET (DECREASE) INCREASE IN NET ASSETS
AVAILABLE FOR BENEFITS (54,706) (1,183,759) (292,429) 0 0
NET ASSETS AVAILABLE FOR BENEFITS,
DECEMBER 31, 1997 54,706 1,183,759 292,429 0 0
TRANSFERS IN FROM MERGED PLANS (NOTE 1) 0 0 0 726,337 96,142
------------ --------------- ------------- ------------- ----------
NET ASSETS AVAILABLE FOR BENEFITS,
DECEMBER 31, 1998 $ 0 $ 0 $ 0 $ 726,337 $ 96,142
============ =============== ============= ============= ==========
<CAPTION>
PARTICIPANT-DIRECTED
---------------------------------------------------------------
FIDELITY
FIDELITY GROWTH
INTERMEDIATE FIDELITY AND INCOME FIDELITY
BOND FUND FUND FUND CONTRAFUND
------------ ----------- ---------- ----------
<S> <C> <C> <C> <C>
PARTICIPANT CONTRIBUTIONS $ 0 $ 0 $ 0 $ 0
EMPLOYER CONTRIBUTIONS 0 0 0 0
ROLL-OVER CONTRIBUTIONS 0 0 0 0
NET INVESTMENT INCOME:
Net appreciation (depreciation) in fair
value 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 (DECREASE) INCREASE IN NET ASSETS
AVAILABLE FOR BENEFITS 0 0 0 0
NET ASSETS AVAILABLE FOR BENEFITS,
DECEMBER 31, 1997 0 0 0 0
TRANSFERS IN FROM MERGED PLANS (NOTE 1) 74,413 799,717 1,296,965 1,151,939
-------- ---------- ---------- ----------
NET ASSETS AVAILABLE FOR BENEFITS,
DECEMBER 31, 1998 $ 74,413 $ 799,717 $1,296,965 $1,151,939
======== ========== ========== ==========
</TABLE>
<PAGE> 15
Page 4 of 4
<TABLE>
<CAPTION>
PARTICIPANT-DIRECTED
--------------------------------------------------------------------------
VALLEY CARSON CARSON
FIDELITY TEMPORARY CARSON GROWTH AND MONEY NORRELL
BALANCED SERVICES GROWTH INCOME MARKET STOCK
FUND FUNDS FUNDS FUNDS FUND FUND
-------- --------- ---------- --------- -------- -----------
<S> <C> <C> <C> <C> <C> <C>
PARTICIPANT CONTRIBUTIONS $ 0 $ 0 $ 0 $ 0 $ 0 $ 842,009
EMPLOYER CONTRIBUTIONS 0 0 0 0 0 106,385
ROLL-OVER CONTRIBUTIONS 0 0 0 0 0 119,711
NET INVESTMENT INCOME:
Net appreciation (depreciation) in fair value of
investments 0 0 0 0 0 (1,821,273)
Interest and dividends 0 0 0 0 0 57,559
BENEFITS PAID TO PARTICIPANTS 0 0 0 0 0 (646,106)
INTERFUND TRANSFERS 0 0 0 0 0 (235,421)
-------- -------- ---------- -------- ------- ----------
NET (DECREASE) INCREASE IN NET ASSETS AVAILABLE FOR
BENEFITS 0 0 0 0 0 (1,577,136)
NET ASSETS AVAILABLE FOR BENEFITS,
DECEMBER 31, 1997 0 0 0 0 0 7,060,151
TRANSFERS IN FROM MERGED PLANS (NOTE 1) 258,201 241,567 1,213,150 220,742 27,361 0
-------- -------- ---------- -------- ------- ----------
NET ASSETS AVAILABLE FOR BENEFITS,
DECEMBER 31, 1998 $258,201 $241,567 $1,213,150 $220,742 $27,361 $ 5,483,015
======== ======== ========== ======== ======= ==========
<CAPTION>
NONPARTICIPANT-DIRECTED
-----------------------------
FIDELITY
RETIREMENT
MONEY NORRELL
MARKET FUND STOCK TOTAL
----------- ----------- ------------
<S> <C> <C> <C>
PARTICIPANT CONTRIBUTIONS $ 0 $ 0 $ 8,161,451
EMPLOYER CONTRIBUTIONS 0 0 914,415
ROLL-OVER CONTRIBUTIONS 0 0 1,415,660
NET INVESTMENT INCOME:
Net appreciation (depreciation) in fair value of
investments 0 (1,039,258) 965,816
Interest and dividends 0 32,922 652,587
BENEFITS PAID TO PARTICIPANTS 0 (395,344) (5,346,328)
INTERFUND TRANSFERS 0 0 0
---------- ----------- ------------
NET (DECREASE) INCREASE IN NET ASSETS AVAILABLE FOR
BENEFITS 0 (1,401,680) 6,763,601
NET ASSETS AVAILABLE FOR BENEFITS,
DECEMBER 31, 1997 0 4,294,708 34,897,289
TRANSFERS IN FROM MERGED PLANS (NOTE 1) 378,412 0 6,484,946
---------- ----------- ------------
NET ASSETS AVAILABLE FOR BENEFITS,
DECEMBER 31, 1998 $ 378,412 $ 2,893,028 $ 48,145,836
========== =========== ============
</TABLE>
The accompanying notes are an integral part of this statement.
<PAGE> 16
NORRELL CORPORATION
401(K) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS AND SCHEDULES
DECEMBER 31, 1998 AND 1997
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/she completes 30 days 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/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 1998 and 1997, the Company contributed $0 and $282,143,
respectively, to the Plan. Income or loss of the individual funds shall
be allocated to each participant based on the ratio of each
<PAGE> 17
participant's average account balance to the average total account
balances of all participants.
Effective December 31, 1998, the Comtex 401(k) Savings Plan, the W.E.
Carson Associates, Inc. 401(k) Plan, and the Valley Temporary Services,
Inc. 401(k) Profit Sharing Plan were merged into the Plan. With this
merger, 60 new funds (Fidelity Retirement Money Market Fund, Fidelity
Investment Grade Bond Fund, Fidelity Intermediate Bond Fund, Fidelity
Fund, Fidelity Growth and Income Fund, Fidelity Contrafund, Fidelity
Balanced Fund, Fidelity 401(k) Match Account, Valley Temporary Services
Funds (16), Carson Growth Funds (30), Carson Growth and Income Funds
(5), and Carson Money Market Fund) were added to the Plan.
In addition, the American Technical Resources, Inc. plan and Norrell
Technical Services, Inc. plan were merged with the Plan effective
December 31, 1997. During 1998, the existing funds in these plans (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 liquidated, and the participants' balances in
those funds were allocated to existing funds in the Plan based on
common levels of risk.
CHARTER 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.
AMERICAN CENTURY-20TH CENTURY ULTRA FUND
This fund is normally invested in equity securities, primarily
common stocks, of companies that have a record of at least
three years of continuous operation.
-2-
<PAGE> 18
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 CAP 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.
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
United States 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.
-3-
<PAGE> 19
AMERICAN CENTURY NEW PERSPECTIVE FUND
This fund seeks to provide long-term growth of capital through
investments in stocks in the United States and around the
world.
AMERICAN CENTURY SMALL CAPITAL WORLD FUND
This fund seeks to provide long-term growth of capital by
investing in the stocks of smaller companies in the United
States 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.
FIDELITY RETIREMENT MONEY MARKET FUND
This fund seeks as high a level of current income as is
consistent with the preservation of capital and liquidity.
FIDELITY INVESTMENT GRADE BOND FUND
This fund seeks to provide a high rate of income through
investing in a broad range of fixed-income securities.
FIDELITY INTERMEDIATE BOND FUND
This fund seeks a high level of current income through
investing in domestic and foreign investment-grade securities.
FIDELITY FUND
This fund seeks long-term capital growth and reasonable
current income through investing in well-established
companies.
FIDELITY GROWTH & INCOME FUND
This fund is invested primarily in common stocks and
securities convertible into common stocks that provide capital
growth. This fund seeks high total return through investing in
companies that pay current dividends and offer potential
growth in earnings.
FIDELITY CONTRAFUND
This fund seeks capital growth through investing in domestic
and foreign equity securities of companies the fund manager
believes to be undervalued.
-4-
<PAGE> 20
FIDELITY BALANCED 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.
VALLEY TEMPORARY SERVICES FUNDS
These funds consist of the following 16 funds that have
several different investment objectives: money market,
high-quality bond, diversified capital, balanced, index stock,
capital growth stock, growth plus stock, international stock,
emerging-growth stock, lifestyle conservative, lifestyle
moderate, lifestyle balanced, lifestyle growth, lifestyle
aggressive, three-year compensation, and five-year
compensation.
CARSON GROWTH FUNDS
These funds consist of 30 individual funds that seek growth of
capital through investment in a diversified portfolio of
common stocks.
CARSON GROWTH AND INCOME FUNDS
These funds consist of five individual funds that seek current
income and capital appreciation primarily through investments
in equity and debt securities.
CARSON MONEY MARKET FUND
This fund invests in high-quality money market instruments.
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 two 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.
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
-5-
<PAGE> 21
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, 1998 and 1997 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.
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, 1998:
<TABLE>
<S> <C>
Net assets available for benefits per the financial
statements $48,145,836
Amounts allocated to withdrawing participants 0
-----------
Net assets available for benefits per the Form 5500 $48,145,836
===========
</TABLE>
-6-
<PAGE> 22
The following is a reconciliation of benefits paid to participants per
the financial statements to the Form 5500 as of December 31, 1998:
<TABLE>
<S> <C>
Benefits paid to participants per the financial statements $5,346,328
Add amounts allocated to withdrawing participants
at December 31, 1998 0
Less amounts allocated to withdrawing participants at
December 31, 1997 (58,486)
----------
Benefits paid to participants per the Form 5500 $5,287,842
==========
</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, 1998 but not yet paid as of that date.
4. INVESTMENTS
The fair market values of individual pooled separate accounts that
represent 5% or more of the Plan's net assets as of December 31, 1998
and 1997 are as follows:
<TABLE>
<CAPTION>
1998 1997
----------- ----------
<S> <C> <C>
CIGNA Pooled Separate Fidelity
Advisor Growth Opportunity Fund $11,726,247 $6,703,465
CIGNA Pooled Separate 20th Century
Ultra Fund 3,906,194 1,655,626
CIGNA Pooled Separate Fidelity Asset
Manager Fund 2,502,494 1,341,564
----------- ----------
$18,134,935 $9,700,655
=========== ==========
</TABLE>
5. 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, 1998 and
1997. Management believes that the Plan is designed and was being
operated in accordance with applicable provisions of the IRC as of
December 31, 1998 and 1997.
6. SUBSEQUENT EVENT
On March 24, 1999, the Company entered into an Agreement and Plan of
Merger (the "Merger Agreement") with Interim Services, Inc.
("Interim"). The Merger Agreement provides for the merger of the
Company with and into a wholly owned subsidiary of Interim. Pursuant to
the terms of the Merger Agreement, the shareholders of the Company will
receive 0.9 share of Interim common stock for each Norrell Corporation
common
-7-
<PAGE> 23
share. Therefore, all Norrell Corporation common stock held in the Plan
will become Interim common stock. The transaction is expected to close
in July 1999.
-8-
<PAGE> 24
SCHEDULE I
Page 1 of 2
NORRELL CORPORATION
401(K) RETIREMENT SAVINGS PLAN
ITEM 27A--SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1998
<TABLE>
<CAPTION>
IDENTITY OF ISSUER, BORROWER, LESSOR, OR SIMILAR PARTY DESCRIPTION OF INVESTMENT UNITS
- ------------------------------------------------------ --------------------------------------------------- ---------
<S> <C> <C>
* PARTICIPANT NOTES RECEIVABLE Notes receivable, interest rate of 9.5% N/A
* CONNECTICUT GENERAL LIFE INSURANCE COMPANY Charter Guaranteed Long-Term Fund, interest rate of 8,729,632
5.6%
CIGNA Pooled Separate Fidelity Asset Manager Fund 93,126
CIGNA Pooled Separate Fidelity Advisor Growth 153,079
Opportunity Fund
CIGNA Pooled Separate American Century-20th Century 73,489
Ultra Fund
CIGNA Pooled Separate Warburg Pincus International 90,870
Equity Fund
CIGNA Pooled Separate Lazard Small Cap Fund 38,714
* NATIONAL FINANCIAL SERVICES Vanguard Index 500 Fund 27,684
<CAPTION>
CURRENT
IDENTITY OF ISSUER, BORROWER, LESSOR, OR SIMILAR PARTY COST VALUE
- ------------------------------------------------------ ------------ ------------
<S> <C> <C>
* PARTICIPANT NOTES RECEIVABLE $ 82,121 $ 82,121
* CONNECTICUT GENERAL LIFE INSURANCE COMPANY 8,729,632 8,729,632
1,996,445 2,473,182
7,899,561 11,726,247
2,901,339 3,906,194
2,162,446 2,100,673
817,166 787,421
* NATIONAL FINANCIAL SERVICES 2,723,150 3,235,526
</TABLE>
<PAGE> 25
SCHEDULE I
Page 2 of 2
<TABLE>
<CAPTION>
IDENTITY OF ISSUER, BORROWER, LESSOR, OR SIMILAR PARTY DESCRIPTION OF INVESTMENT UNITS
- ------------------------------------------------------ --------------------------------------------------- ---------
<S> <C> <C>
* FIDELITY INVESTMENT SERVICES COMPANY Fidelity Retirement Money Market 1,024,920
Fidelity Investment Grade Bond 10,489
Fidelity Intermediate Bond 6,252
Fidelity Fund 18,759
Fidelity Growth and Income Fund 23,402
Fidelity Contrafund 16,104
Fidelity Balanced Fund 15,313
* THE PUTNAM FUND GROUP Growth Funds 57,216
Growth and Income Funds 16,235
Money Market Fund 27,361
* MANUALIFE FINANCIAL Valley Temporary Services Funds 2,652
* NORRELL CORPORATION Norrell common stock 562,793
<CAPTION>
CURRENT
IDENTITY OF ISSUER, BORROWER, LESSOR, OR SIMILAR PARTY COST VALUE
- ------------------------------------------------------ ---------- ----------
<S> <C> <C>
* FIDELITY INVESTMENT SERVICES COMPANY $1,024,920 $1,024,920
(a) 94,428
(a) 72,710
(a) 791,188
(a) 1,285,610
(a) 1,142,298
(a) 252,957
* THE PUTNAM FUND GROUP 1,007,541 1,213,150
208,398 220,742
27,361 27,361
* MANUALIFE FINANCIAL (a) 241,567
* NORRELL CORPORATION 7,635,097 8,344,578
</TABLE>
*Denotes a party in interest.
(a) In accordance with the Department of Labor Rules and
Regulations for Reporting and Disclosure, the cost presented
should be the historic cost of the assets. However, the
investment company is unable to provide historical cost
information on certain investments to the trustee due to the
nature of its record-keeping systems and these amounts have
been intentionally omitted.
The accompanying notes are an integral part of this schedule.
<PAGE> 26
SCHEDULE II
NORRELL CORPORATION
401(K) RETIREMENT SAVINGS PLAN
ITEM 27D--SCHEDULE OF REPORTABLE TRANSACTIONS (A)
FOR THE YEAR ENDED DECEMBER 31, 1998
<TABLE>
<CAPTION>
NUMBER OF PURCHASE
IDENTITY OF PARTY INVOLVED DESCRIPTION OF ASSET TRANSACTIONS PRICE
---------------------------------------------- ---------------------------------- ------------ ------------
<S> <C> <C> <C>
* CONNECTICUT GENERAL LIFE INSURANCE COMPANY Charter Guaranteed Long-Term Fund:
Purchases (b) $ 3,063,738
Sales (b) 0
CIGNA Pooled Separate Fidelity Advisor
Growth Opportunities Fund:
Purchases 153 5,183,439
Sales 189 0
CIGNA Pooled Separate American
Century-20th Century Ultra Fund:
Purchases 169 1,987,079
Sales 162 0
* NATIONAL FINANCIAL SERVICES Vanguard Index 500 Fund:
Purchases 175 2,895,603
Sales 111 0
<CAPTION>
SALES
-------------------------------------
SELLING COST OF NET
IDENTITY OF PARTY INVOLVED PRICE ASSET GAIN
---------------------------------------------- ----------- ----------- ----------
<S> <C> <C> <C>
* CONNECTICUT GENERAL LIFE INSURANCE COMPANY
$ 0 $ 0 $ 0
1,894,137 1,894,137 0
0 0 0
2,157,915 1,477,081 680,834
0 0 0
597,635 493,341 104,294
* NATIONAL FINANCIAL SERVICES
0 0 0
266,084 254,897 11,187
</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) In accordance with the Department of Labor Rules and
Regulations for Reporting and Disclosure, the number
of transactions should be presented as part of this
schedule. However, the investment company is unable
to provide this information on certain investments to
the trustee due to the nature of its record-keeping
systems and these amounts have been intentionally
omitted.
The accompanying notes are an integral part of this schedule.
<PAGE> 27
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: July 15, 1999 By: /s/ Michael L. Smith
----------------------------
Michael L. Smith
VP, Compensation and
Benefits
Norrell Corporation
<PAGE> 28
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
July 14, 1999
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