<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
(X) ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended December 31, 1998
------------------------
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
Commission File Number 0-14951
--------------
BUTLER INTERNATIONAL, INC. 401(k) PLAN
--------------------------------------
(Full name of plan)
BUTLER INTERNATIONAL, INC.
--------------------------
(Exact name of registrant as specified in its charter)
MARYLAND 06-1154321
-------------------- --------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
110 Summit Avenue, Montvale, New Jersey 07645
----------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (201) 573-8000
--------------
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X . No .
----- ------
<PAGE>
BUTLER INTERNATIONAL, INC.
401(k) PLAN
TABLE OF CONTENTS
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S> <C>
Page
-----
INDEPENDENT AUDITORS' REPORT 3
FINANCIAL STATEMENTS:
Statements of Net Assets Available for Benefits as of December 31,
1998 and 1997 4
Statement of Changes in Net Assets Available for Benefits for the year
ended December 31, 1998 5
Notes to Financial Statements 6-13
SUPPLEMENTAL SCHEDULES:
Item 27a of Form 5500 - Schedule of Assets Held for Investment
Purposes at December 31, 1998 14
Item 27d of Form 5500 - Schedule of Reportable Transactions
for the year ended December 31, 1998 15
Supplemental schedules not included herein are omitted due to
the absence of conditions under which they are required.
EXHIBIT 1 - Independent Auditors' Consent 16
</TABLE>
<PAGE>
INDEPENDENT AUDITORS' REPORT
Trustees
Butler International, Inc.
401(k) Plan
Montvale, New Jersey
We have audited the accompanying statements of net assets available for benefits
of the Butler International, Inc. 401(k) Plan ("the 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 are
the responsibility of the Plan's management. Our responsibility is to express
an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the net assets available for 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 conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of (1) assets
held for investment purposes as of December 31, 1998 and (2) reportable
transactions for the year ended December 31, 1998 are presented for the purpose
of additional analysis and are not a required part of the basic financial
statements, but are supplementary information required by the Department of
Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. These schedules are the responsibility
of the Plan's management. Such schedules have been subjected to the auditing
procedures applied in our audit of the basic 1998 financial statements and, in
our opinion, are fairly stated in all material respects when considered in
relation to the basic financial statements taken as a whole.
/s/ Deloitte & Touche LLP
- -------------------------
Parsippany, New Jersey
June 25, 1999
<PAGE>
BUTLER INTERNATIONAL, INC.
401(k) PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1998 AND 1997
(In thousands)
- -------------------------------------------------------------------------------
1998 1997
------- -------
ASSETS:
Investments at fair value / face value (Note F) $42,888 $33,406
Contributions receivable, employees 101 600
Contributions receivable, employer 657 356
Accrued interest - 111
-------- ----------
Total Assets 43,646 34,473
-------- ----------
LIABILITIES:
Accrued expenses 15 17
-------- ----------
Total Liabilities 15 17
-------- ----------
NET ASSETS AVAILABLE FOR BENEFITS $43,631 $34,456
======== ==========
See notes to financial statements.
<PAGE>
BUTLER INTERNATIONAL, INC.
401(k) PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED DECEMBER 31, 1998
(In thousands)
- --------------------------------------------------------------------------------
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
Contributions from employees $ 9,402
Contributions from employer 1,557
Investment income 818
Net realized and unrealized appreciation in
fair value of investments 5,704
-------
Total Additions 17,481
-------
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
Distributions to participants 7,967
Investment and administrative management fees 339
-------
Total Deductions 8,306
-------
NET INCREASE IN NET ASSETS AVAILABLE FOR
BENEFITS 9,175
NET ASSETS AVAILABLE FOR BENEFITS,
BEGINNING OF YEAR 34,456
-------
NET ASSETS AVAILABLE FOR BENEFITS,
END OF YEAR $43,631
=======
See notes to financial statements.
<PAGE>
BUTLER INTERNATIONAL, INC.
401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998 AND 1997
- -------------------------------------------------------------------------------
A. PLAN DESCRIPTION
The following description of the Butler International, Inc. 401(k) Plan
("Plan") provides only general information. Participants should refer to the
plan document for a more detailed description.
General:
In November 1989, Butler Service Group, Inc. ("the Company") established the
401(k) Plan which was adopted by its wholly-owned subsidiaries. The Plan is a
continuation of the Butler Service Group, Inc. Investment Savings Plan and is
designed to provide an incentive for employees of the Company to save regularly
through payroll deductions and possible matching contributions by the Company.
All employees are eligible to participate in the Plan. The total number of
participants with account balances were 2,674 and 2,696 at December 31, 1998 and
1997, respectively.
Contributions:
A participant in the Plan has the choice of saving on a before-tax basis,
by payroll deduction, any amount from 1% to 20% (in whole percentages) of total
payroll each payroll period, an "elective deferral contribution." By law, the
elective deferral contribution, per participant, under this Plan and all similar
plans is limited during any calendar year. In addition, the elective deferral
contribution for a highly compensated employee (an employee earning over $80,000
for 1998), during the year relative to the elective deferral contributions of
other participants of the Plan could exceed the amount permitted by law. Should
this occur, the elective deferral contributions of the highly compensated
employees may be reduced during the Plan year to the extent necessary to satisfy
the legal limitation or any excess deferral contributions may be recharacterized
or refunded after the end of the Plan year. Refunds to highly compensated
employees for the Plan years 1998 and 1997 were $312,492 and $293,132,
respectively.
The Company is not required to make any contributions to the Plan, but the
Company may decide, at its sole discretion, to make a matching contribution for
a Plan year. For any Plan year that the Company decides to make a matching or
partial contribution, it will deposit in the BI Stock Fund an amount which will
be allocated in proportion to the elective deferral contributions made by the
Plan participants for that Plan year. In 1998 and 1997 the Company made
contributions of $1,013,865 and $1,073,892, respectively, to the Plan in
accordance with a customer contract, which was funded by the customer. In 1998
and 1997, the Company made matching contributions of approximately $543,000 and
$328,000, respectively.
Participants may request changes to their elective deferral contribution
rate or discontinue their contributions through the Plan's voice response
system. The changes or discontinuance will be effective as soon as it is
administratively feasible.
Vesting:
Participants are immediately vested in their contributions plus actual
earnings thereon. Vesting in the Company's matching contribution portion of
their accounts plus the actual earnings thereon is based on years of service. A
participant is 100 percent vested after six years of service. A participant is
100 percent vested in additional discretional matching contributions after three
years.
Investment Options:
There are currently fifteen investment funds offered under the 401 (K) Plan
the Norwest Stable Value Fund, which is a portfolio of assets issued by highly-
rated financial institutions and corporations as well as obligations of the U.S.
Government or its agencies; the Prudential Intermediate Global Income Fund,
which invests primarily in debt issued by the U.S. and foreign governments, and
supranational entities; the AIM Balanced Fund, which normally invests between
30% and 70% of assets in equities, and the balance in investment-grade fixed-
income securities; the Prudential Stock Index Fund, which normally invests at
least 80% of assets in securities on the S&P 500 index; the MFS Emerging Growth
Fund, which normally invests 80% of assets in common stocks of small and medium-
size companies; the Alliance Quasar Fund, which pursues aggressive investment
policies and invests primarily in equity securities; the Templeton Foreign Fund
I, which invests primarily in stocks and debt securities of companies and
governments outside of the U.S.; the Butler International Stock Fund, which is a
qualified employer security under ERISA; the Prudential Government Income Fund,
which invests at least 65% of assets in U.S. government securities and 20% of
assets in high quality money market instruments; the Prudential High Yield Fund,
which normally invests at least 80% of assets in fixed-income securities rated
below A but no lower than B and up to 20% of assets in U.S. dollar-denominated
foreign-debt securities; the Fidelity Advisor Growth Opportunities Fund, which
invests at least 65% of assets in equity securities of companies that management
believes have long-term growth potential and fixed income securities; the
Prudential Equity Fund, which invests primarily in common stocks of major,
established corporations and also preferred stocks, convertibles, debt
securities, and up to 30% in foreign issues; the Fidelity Advisor
<PAGE>
Strategic Opportunities Fund, which invests at least 65% of assets in equities
of companies believed by management to involve a special situation and up to 30%
of assets in foreign securities; the Prudential World Global A, which invests
primarily in domestic and foreign common stocks, and preferred stocks, rights,
warrants, convertibles, bonds and other debt securities; and the Seligman
Henderson Global Smaller Company Fund, which normally invests at least 65% of
assets in equities by small to medium sized companies domiciled in at least
three countries, including the U.S. , as well as 25% in preferred stocks and
investment grade debt that offer capital appreciation potential.
Payment of Benefits:
Participants may withdraw funds while employed only from accounts in which
they are fully vested after attaining age 59 1/2. Prior to attaining age 59 1/2
a withdrawal may be made for financial hardship. Only one withdrawal may be
requested during any Plan year for reasons other than financial hardship. The
minimum amount available for a withdrawal is $500. If the participant has an
outstanding loan, the amount of funds available for withdrawal may be limited.
A participant will have a 100% vested interest in all accounts upon retirement
at or after age 65, in the event of a permanent disability or in the event of
death prior to termination of employment. Upon termination of employment, the
value of the vested accounts will be paid in a lump sum.
Participant Loans:
Participants may borrow up to 50% of the vested portion of their account
balance, subject to a maximum of $50,000. Only one loan will be granted at a
time and must be repaid in full before another loan can be requested. The
minimum loan amount is $1,000. Loans are subject to an interest. The current
interest rate is Prime plus 1%. Loans must be repaid within such period as
agreed to by the participant and the Plan's administrative committee, up to a
maximum of five years. However, if the loan is made for the purchase or
construction of the participants principal place of residence, the repayment
period may be longer than five years. Repayments will normally be made through
payroll deductions.
Plan Termination:
Although the Company has not expressed any intent to do so, in the event the
Plan is terminated, all participants will be 100% vested in all their accounts
and benefits will be payable strictly under the terms of the Plan. Benefits
under defined contribution plans of the 401(k) type are not insured by the
Pension Benefit Guaranty Corporation.
B. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accompanying financial statements are prepared on the accrual basis of
accounting and are presented in accordance with the Employee Retirement Income
Security Act of 1974 ("ERISA").
Plan investments are stated at fair value as determined by quoted market
prices. Participant loans are valued at cost which approximates fair value.
Purchases and sales of securities are recorded on a trade-date basis. Interest
income is recorded on the accrual basis. Dividends are recorded on the ex-
dividend date.
C. BENEFITS PAYABLE
The amounts payable to the Plan participants who have terminated or withdrawn
from the plan were $1,384,244 and $1,273,758 at December 31, 1998 and 1997,
respectively.
D. TAX STATUS
The Internal Revenue Service has determined that the Plan is a qualified plan
under Section 401(a) of the Code with an associated trust exempt from tax under
Section 501(a). The most recent favorable letter of determination on the
qualified status of the Plan was issued by the Internal Revenue Service ("IRS")
on April 22, 1996. The Plan sponsor and the Plan's tax counsel believe that the
Plan as currently designed and operated is in compliance with the applicable
requirements of the Internal Revenue Code. Therefore, there is no provision for
income taxes in the financial statements.
E. ADMINISTRATION OF PLAN ASSETS
Through June 1998, contributions were held and managed by PaineWebber, Inc.
("the trustee"), which invests cash received, interest and dividend income and
makes distributions to participants. The trustee also administers the payment
of interest and principal on the participant loans. Effective June 1998, the
Plan trustee was changed to the Prudential Bank and Trust Company.
Certain administrative functions are performed by officers or employees of the
Company. No such officer or employee receives compensation from the Plan.
Certain plan administration expenses are borne by the Plan.
<PAGE>
F. PLAN INVESTMENTS
(in thousands except share data)
Plan investments are summarized as follows:
December 31,
----------------------------
1998 1997
----------- -----------
Fixed Income Fund:
Norwest Stable Value Fund 65 $9,059 $ -
Fixed Income Fund - Certificates of
deposit at fair value - 8,922
PW Retirement Money Fund - 139
Loans to participants 267 232
------ ------
Total Fixed Income Fund 9,326 9,293
------ ------
Balanced Fund:
AIM Balanced Fund A 4,546 -
Equity Account - US Government
obligations at fair value - 600
Equity Account - Stocks & Bonds
at fair value - 2,847
Sansom Money Market Portfolio - 261
Loans to participants 63 58
------ ------
Total Balanced Fund 4,609 3,766
------ ------
Mid to Large Cap Equity Fund:
Fidelity Advisor Growth Opportunities Fund 3,252 -
Equity Account - Stocks
at fair value - 1,410
PaineWebber Cashfund - 141
Loans to participants 27 9
------ ------
Total Mid to Large Cap Equity Fund 3,279 1,560
------ ------
Small to Mid Cap Equity Fund:
MFS Emerging Growth Fund 8,995 -
Equity Account - Stocks
at fair value - 8,892
Sansom Money Market Portfolio - 593
Loans to participants 156 165
------ ------
Total Small to Mid Cap Equity Fund 9,151 9,650
------ ------
International Fund:
Templeton Foreign Fund I 3,279 -
Equity Account - Stocks
at fair value - 2,504
Sansom Money Market Portfolio - 269
Loans to participants 51 35
------ -------
Total International Fund 3,330 2,808
------ -------
Large Cap Equity Fund:
Prudential Stock Index Fund 1,491 -
Equity Account - Stocks
at fair value - 234
Cash - 9
Loans to participants 9 1
------ -------
Total International Fund 1,500 244
------ -------
<PAGE>
F. PLAN INVESTMENTS - continued
Butler International ("BI") - Stock Fund:
BI Common Stock at fair value,
391,975 shares at December 31, 1998
and 334,934 shares at December 31, 1997 10,363 5,862
Cash and cash equivalents 43 29
Loans to participants 187 113
------ ------
Total BI - Stock Fund 10,593 6,004
------ ------
Other Equity Funds:
Prudential High Yield Fund 6 -
Fidelity Advisor Strategic Opportunities Fund 6 -
Seligman Henderson Global Small Company Fund 5 -
Prudential Equity Fund A 4 -
Alliance Quasar Fund 2 -
Prudential World Fund, Inc. Global Series 2 -
Prudential Government Income Fund 2 -
Prudential Intermediate Global Income Fund 1 -
Loans to participants - -
------ ------
Total Other 28 -
------ ------
Distribution Account:
PW Retirement Money Fund - 81
Cash 1,072 -
------ ------
Total Distribution Account 1,072 81
------ ------
Total Investments, at fair value/contract value $42,888 $33,406
======= =======
Year Ended
December 31,
1998
------------
Net realized and unrealized appreciation
(depreciation) in investments:
US government obligations $ 30
Certificates of deposit 59
Equity investments 5,615
-------
Total $ 5,704
=======
Investment income:
Interest 520
Dividends 298
Cash in lieu of fractional shares -
-------
818
=======
<PAGE>
G. STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS BY FUND
(in thousands)
<TABLE>
<CAPTION>
Fidelity Pru. Pru.
Norwest Aim Advisor MFS Templeton Pru. Intermed. World
December 31, 1998 Stable Balanced Growth Emerging Foreign Stock Butler Global Fund
- ----------------- Value Fund Opport. Growth Fund Index Stock Income Global
------- ---------- -------- -------- --------- --------- -------- --------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Assets:
Net investments, at fair
value/face value $9,326 $4,609 $3,279 $9,151 $3,330 $1,500 $10,593 $ 1 $2
Cash and cash equivalents - - - - - - - - -
Contributions receivable:
Employees 19 12 14 16 8 14 15 - -
Employer 260 58 29 68 37 15 189 - -
------------------------------------------------------------------------------------------
Total Assets 9,605 4,679 3,322 9,235 3,375 1,529 10,797 1 2
------------------------------------------------------------------------------------------
Liabilities:
Accrued expenses 4 2 1 3 2 - 3 - -
------------------------------------------------------------------------------------------
Total Liabilities 4 2 1 3 2 - 3 - -
------------------------------------------------------------------------------------------
Net assets available
for benefits $9,601 $4,677 $3,321 $9,232 $3,373 $1,529 $10,794 $ 1 $2
==========================================================================================
</TABLE>
<TABLE>
<CAPTION>
Seligman Fidelity
Pru. Hender. Pru. Pru. Advisor
December 31, 1998 High Global Sm. Equity A Govern. Alliance Strategic Distrib.
Yield Company Fund Income Quasar Opport. Account Total
------ ------ ------ ------ ------ --------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Assets:
Net investments, at fair
value / face value $ 6 $ 5 $ 4 $ 2 $ 2 $ 6 $ - $41,816
Cash and cash equivalents - - - - - - 1,072 1,072
Contributions receivable:
Employees 1 1 1 - - - - 101
Employer - - - - - 1 - 657
--------------------------------------------------------------------------------------
Total Assets 7 6 5 2 2 7 1,072 43,646
--------------------------------------------------------------------------------------
Liabilities:
Accrued expenses - - - - - - - 15
--------------------------------------------------------------------------------------
Total Liabilities - - - - - - - 15
--------------------------------------------------------------------------------------
Net assets available
for benefits $ 7 $ 6 $ 5 $ 2 $ 2 $ 7 $ 1,072 $43,631
======================================================================================
</TABLE>
<PAGE>
G. STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS BY FUND
(in thousands)
<TABLE>
<CAPTION>
Mid to Small to
December 31, 1997 Fixed Balanced Large Cap Mid Cap Int'l Large Cap BI- Distrib.
- ----------------- Income Fund Fund Fund Fund Fund Stock Account Total
------- -------- --------- -------- ------- --------- ------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Assets:
Net investments, at fair
value / face value $9,154 $3,505 $1,419 $9,057 $2,539 $235 $5,975 $ - $31,884
Cash and cash equivalents 139 261 141 593 269 9 29 81 1,522
Contributions receivable:
Employees 122 94 90 144 66 6 78 - 600
Employer 155 28 11 46 21 - 95 - 356
Accrued interest 111 - - - - - - - 111
------------------------------------------------------------------------------------------
Total Assets 9,681 3,888 1,661 9,840 2,895 250 6,177 81 34,473
-------------------------------------------------------------------------------------------
Liabilities:
Accrued expenses 6 2 1 6 2 - - - 17
-------------------------------------------------------------------------------------------
Total Liabilities 6 2 1 6 2 - - - 17
-------------------------------------------------------------------------------------------
Net assets available
for benefits $9,675 $3,886 $1,660 $9,834 $2,893 $250 $6,177 $81 $34,456
===========================================================================================
</TABLE>
<PAGE>
H. STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS BY FUND
Year Ended December 31, 1998
(in thousands)
<TABLE>
<CAPTION>
Fidelity Pru. Pru.
Norwest Aim Advisor MFS Templeton Pru. Intermed. World
Stable Balanced Growth Emerging Foreign Stock Butler Global Fund
Value Fund Opport. Growth Fund Index Stock Income Global
-------- --------- --------- --------- ---------- ------- --------- --------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Additions:
Contributions from employees $ 1,803 $ 1,265 $1,312 $ 2,062 $ 867 $ 442 $ 1,477 $1 $2
Contributions from employer 507 111 47 134 77 18 662 - -
Investment income 419 151 32 127 73 9 4 - -
Net realized and unrealized
appreciation (depreciation)
in investments 105 429 396 887 547 174 3,166 - -
----------------------------------------------------------------------------------------------
Total Additions 2,834 1,956 1,787 3,210 1,564 643 5,309 1 2
----------------------------------------------------------------------------------------------
Deductions:
Distributions to participants - - 3 - 2 2 - - -
Investment management and
administrative fees (2) 50 14 114 39 6 9 - -
---------------------------------------------------------------------------------------------
Total Deductions (2) 50 17 114 41 8 9 - -
----------------------------------------------------------------------------------------------
Net Transfers (2,910) (1,115) (109) (3,698) (1,043) 644 (683) - -
----------------------------------------------------------------------------------------------
Net increase in assets (74) 791 1,661 (602) 480 1,279 4,617 1 2
Net assets available for
benefits, beginning of year 9,675 3,886 1,660 9,834 2,893 250 6,177 - -
------------------------------------------------------------------------------------------------
Net assets available for
benefits, end of year $ 9,601 $ 4,677 $3,321 $ 9,232 $ 3,373 $1,529 $10,794 $1 $2
================================================================================================
</TABLE>
<PAGE>
H. STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS BY FUND -
Continued Year Ended December 31, 1998
(in thousands)
<TABLE>
<CAPTION>
Seligman Fidelity
Pru. Hender. Pru. Pru. Advisor
High Global Sm. Equity A Goverm. Alliance Strategic Distrib.
Yield Company Fund Income Quasar Opport. Account Total
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Additions:
Contributions from employees $7 $6 $5 $2 $2 $6 $ 143 $ 9,402
Contributions from employer - - - - - 1 - 1,557
Investment income - - - - - - 3 818
Net realized and unrealized
appreciation (depreciation)
in investments - - - - - - - 5,704
-------------------------------------------------------------------------------------------------
Total Additions 7 6 5 2 2 7 146 17,481
-------------------------------------------------------------------------------------------------
Deductions:
Distributions to participants - - - - - - 7,960 7,967
Investment management and
administrative fees - - - - - - 109 339
-------------------------------------------------------------------------------------------------
Total Deductions - - - - - - 8,069 8,306
-------------------------------------------------------------------------------------------------
Net Transfers - - - - - - 8,914 -
-------------------------------------------------------------------------------------------------
Net increase in assets 7 6 5 2 2 7 991 9,175
Net assets available for
benefits, beginning of year - - - - - - 81 34,456
-------------------------------------------------------------------------------------------------
Net assets available for
benefits, end of year $7 $6 $5 $2 $2 $7 $1,072 $43,631
=================================================================================================
</TABLE>
<PAGE>
BUTLER INTERNATIONAL, INC.
401(k) PLAN
ITEM 27a OF FORM 5500 SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1998
(In thousands except share data)
<TABLE>
<CAPTION>
Maturity Current Value/
Interest date/ # of Face
Description Rate Shares Value Cost
- ---------------------------- -------- ---------- -------------- -------
<S> <C> <C> <C> <C>
Cash and Cash Equivalents:
Cash $ 1,115 $ 1,115
============== ===========
Investments in Common Stocks:
Butler International, Inc. 391,975 $ 10,363 $ 7,277
============= ============
Loans to Participants:
Loans to Participants 7%-10.25% 1/99-9/27 $ 760 $ 760
============= ============
Investments in Mutual Funds:
Norwest Stable Value Fund 344,135 $ 9,059 $ 9,014
MFS Emerging Growth Fund 201,696 8,995 8,408
AIM Balanced Fund A 161,024 4,546 4,366
Templeton Foreign Fund A 390,799 3,279 3,274
Fidelity Advisor Growth
Opportunities Fund 64,728 3,252 3,230
Prudential Stock Index Fund Z 54,066 1,491 1,424
Prudential High Yield Fund A 775 6 6
Fidelity Advisor Strategic
Opportunity Fund T 234 6 6
Seligman Henderson Global Small
Company Fund 363 5 5
Prudential Equity Fund A 223 4 4
Alliance Quasar Fund 77 2 2
Prudential World Fund, Inc. Global
Series 103 2 2
Prudential Government Income Fund A 170 2 2
Prudential Intermediate Global
Income Fund 129 1 1
------------- ------------
$ 30,650 $ 29,744
============== ============
</TABLE>
<PAGE>
BUTLER SERVICE GROUP, INC.
401(K) PLAN
ITEM 27d of FORM 5500 - SCHEDULE OF REPORTABLE
TRANSACTIONS
YEAR ENDED DECEMBER 31, 1998
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
Number Current
of Purchase Selling Cost of Value on Net Gain
Asset Description Transactions Price Price Asset Trans Date (Loss)
- ----------------- ------------ ---------- ---------- ---------- ---------- --------
Single transactions in excess of 5% of Plan assets:
<S> <C> <C> <C> <C> <C> <C>
Cross Country Bank CD 2,000,000 - 2,000,000 2,000,000 -
Prudential Moneymart Asset Fund 2,521,976 - 2,521,976 2,521,976 -
Prudential Moneymart Asset Fund 2,479,719 - 2,479,719 2,479,719 -
Prudential Moneymart Asset Fund 2,794,340 - 2,794,340 2,794,340 -
Prudential Moneymart Asset Fund 8,089,998 - 8,089,998 8,089,998 -
Prudential Moneymart Asset Fund 3,311,787 - 3,311,787 3,311,787 -
Prudential Moneymart Asset Fund - 2,499,725 2,499,725 2,499,725 -
Prudential Moneymart Asset Fund - 9,312,901 9,312,901 9,312,901 -
Prudential Moneymart Asset Fund - 4,024,170 4,024,170 4,024,170 -
Prudential Moneymart Asset Fund - 3,150,298 3,150,298 3,150,298 -
Prudential Moneymart Asset Fund - 8,617,014 8,617,014 8,617,014 -
Prudential Moneymart Asset Fund - 3,315,857 3,315,857 3,315,857 -
Norwest Stable Value Fund 65 8,769,604 - 8,769,604 8,769,604 -
MFS Emerging Growth Fund A 8,230,789 - 8,230,789 8,230,789 -
Aim Balanced Fund A 4,228,585 - 4,228,585 4,228,585 -
Templeton Foreign Fund A 3,191,493 - 3,191,493 3,191,493 -
Fidelity Advisors Growth Opportunities 3,078,088 - 3,078,088 3,078,088 -
Series of transactions in excess of 5% of Plan assets:
PW Retirement Money Fund 132 5,870,778 - 5,870,778 5,870,778 -
PW Retirement Money Fund 97 - 6,119,309 6,119,309 6,119,309 -
Sansom Money Market Portfolio 110 - 5,267,493 5,267,493 5,267,493 -
Sansom Money Market Portfolio 158 4,420,991 - 4,420,991 4,420,991 -
Butler International Common Stock 53 1,970,170 - 1,970,170 1,970,170 -
LaSalle National Bank 37 - 3,414,259 3,414,259 3,414,259 -
Cross Country Bank CD 2 2,500,000 - 2,500,000 2,500,000 -
Cross Country Bank CD 2 - 2,500,000 2,500,000 2,500,000 -
Prudential Moneymart Asset Fund 115 - 34,821,871 34,821,871 34,821,871 -
Prudential Moneymart Asset Fund 154 34,822,662 - 34,822,662 34,822,662 -
CAT Accumlated Trust 166 - 8,743,322 8,743,322 8,743,322 -
CAT Accumlated Trust 191 8,743,878 - 8,743,878 8,743,878 -
Norwest Stable Value Fund 65 6 8,994,749 - 8,994,749 8,994,749 -
MFS Emerging Growth Fund A 7 8,400,588 - 8,400,588 8,400,588 -
Aim Balanced Fund A 5 4,360,078 - 4,360,078 4,360,078 -
Templeton Foreign Fund A 6 3,271,207 - 3,271,207 3,271,207 -
Fidelity Advisors Growth Opportunities 6 3,225,896 - 3,225,896 3,225,896 -
</TABLE>
<PAGE>
EXHIBIT 1
INDEPENDENT AUDITORS' CONSENT
- -----------------------------
We consent to the incorporation by reference in Registration Statements No. 333-
69799, No. 69801, No. 333-22263, No. 33-58481 and No. 33-87012 on Form S-8,
Registration Statement No. 33-59427 on Form S-3 and Post-Effective Amendment No.
4 to Registration Statement No. 33-58278 on Form S-2 of our report dated June
25, 1999 appearing in the Annual Report on Form 11-K of the Butler
International, Inc. 401(k) Plan for the year ended December 31, 1998.
/s/ Deloitte & Touche LLP
- -------------------------
Parsippany, New Jersey
June 25, 1999
<PAGE>
SIGNATURES
Pursuant to the requirement of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the plan) have duly caused this annual
report to be signed on its behalf by the undersigned thereunto duly authorized.
BUTLER INTERNATIONAL, INC.
--------------------------
(Registrant)
June 29, 1999 By: /s/ Michael C. Hellriegel
-------------------------------
Michael C. Hellriegel
Senior Vice President
and Chief Financial Officer
