INTERIM SERVICES INC, 424B1, 1998-05-22

INTERIM SERVICES INC
424B1, 1998-05-22
HELP SUPPLY SERVICES

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FILED PURSUANT TO RULE 424(B)(1)
REGISTRATION NO. 333-50777

7,000,000 SHARES

[LOGO]

COMMON STOCK
(PAR VALUE $.01 PER SHARE)

------------------------

The last reported sale price of the Common Stock, which is listed under the
symbol "IS", on the New York Stock Exchange on May 21, 1998 was $29 1/2 per
share. See "Price Range of Common Stock".

Concurrently with the Offering, the Company is offering $180,000,000
aggregate principal amount of its Convertible Subordinated Notes by a separate
prospectus. Consummation of this Offering and the Notes Offering are not
conditioned upon each other.

SEE "RISK FACTORS" BEGINNING ON PAGE 9 FOR CERTAIN CONSIDERATIONS RELEVANT
TO AN INVESTMENT IN THE COMMON STOCK.

---------------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

------------------------

<TABLE>
<CAPTION>
INITIAL PUBLIC UNDERWRITING PROCEEDS TO
OFFERING PRICE DISCOUNT (1) COMPANY (2)
---------------- ------------- ----------------
<S> <C> <C> <C>
Per Share......................................................... $29.375 $1.175 $28.20
Total (3)......................................................... $205,625,000 $8,225,000 $197,400,000
</TABLE>

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(1) The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933.

(2) Before deducting estimated expenses of $400,000 payable by the Company.

(3) The Company has granted the Underwriters an option for 30 days to purchase
up to an additional 1,050,000 shares at the public offering price per share,
less the underwriting discount, solely to cover over-allotments. If such
option is exercised in full, the total public offering price, underwriting
discount and proceeds to Company will be $236,468,750, $9,458,750 and
$227,010,000, respectively. See "Underwriting".
------------------------

The shares offered hereby are offered severally by the Underwriters, as
specified herein, subject to receipt and acceptance by them and subject to their
right to reject any order in whole or in part. It is expected that certificates
for the shares will be ready for delivery in New York, New York, on or about May
27, 1998 against payment therefor in immediately available funds.

GOLDMAN, SACHS & CO.
ROBERT W. BAIRD & CO.
Incorporated
NATIONSBANC MONTGOMERY SECURITIES LLC
BT ALEX. BROWN

------------------

The date of this Prospectus is May 21, 1998.
<PAGE>
CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN, OR OTHERWISE AFFECT THE PRICE OF THE COMMON STOCK
OFFERED HEREBY, INCLUDING OVER-ALLOTMENT, STABILIZING AND SHORT COVERING
TRANSACTIONS IN SUCH SECURITIES AND THE IMPOSITION OF A PENALTY BID. FOR A
DESCRIPTION OF THESE ACTIVITIES, SEE "UNDERWRITING."

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PROSPECTUS SUMMARY

THE FOLLOWING SUMMARY IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE MORE
DETAILED INFORMATION AND THE SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENTS,
INCLUDING THE NOTES THERETO, APPEARING ELSEWHERE, OR INCORPORATED BY REFERENCE,
IN THIS PROSPECTUS. UNLESS OTHERWISE INDICATED, THE INFORMATION IN THIS
PROSPECTUS GIVES EFFECT TO THE SALE OF THE COMPANY'S HEALTHCARE DIVISION (THE
"HEALTHCARE DIVISION") IN SEPTEMBER 1997. REFERENCES TO FISCAL 1997, 1996, 1995,
1994 AND 1993 REFER TO THE COMPANY'S FISCAL YEARS ENDED DECEMBER 26, 1997,
DECEMBER 27, 1996, DECEMBER 29, 1995, DECEMBER 30, 1994 AND DECEMBER 24, 1993,
RESPECTIVELY. 1997 PRO FORMA FINANCIAL INFORMATION GIVES EFFECT TO ACQUISITIONS
AND A DISPOSITION MADE BY THE COMPANY IN FISCAL 1997 AS IF THEY OCCURRED AT THE
BEGINNING OF FISCAL 1997.

THE COMPANY

GENERAL

Interim Services Inc. ("Interim" or the "Company") is a worldwide leader in
recruiting, assessing and deploying talent for a wide variety of businesses.
Through flexible staffing, recruitment, search, consulting and outplacement
services, the Company provides professionals in the fields of information
technology ("IT"), finance, law, manufacturing and human resources, as well as
clerical, administrative and light industrial staffing.

The Company provides services in two primary groups: (i) the Professional
Services Group, which offers a comprehensive range of consulting, staffing,
outplacement and placement services ("Professional Services") in the areas of
information technology, legal, accounting, banking and finance and human
resources, and (ii) the Commercial Staffing Group, which offers workforce
management and clerical, administrative and light industrial staffing services
("Commercial Staffing Services"). The Professional Services Group and Commercial
Staffing Group each represented approximately 50% of the Company's pro forma
revenues in fiscal 1997. The Company believes that it is one of the five largest
worldwide providers of Professional Services, and one of the ten largest
worldwide providers of staffing services, based on revenue.

Since the Company's initial public offering in January 1994 (the "IPO"), the
Company's network of offices in the Professional Services and Commercial
Staffing Groups has nearly doubled, from 373 offices in North America to 733
offices in 12 countries at the end of the first quarter 1998. The Company's
revenues from Professional Services and Commercial Staffing Services increased
from $537 million in fiscal 1994 to $1.4 billion in fiscal 1997 ($1.5 billion on
a pro forma basis). This growth has been accomplished through strategic
acquisitions, internal growth and capitalizing on cross-selling opportunities.
During this period, the Company acquired 18 companies providing staffing,
consulting and employment services through approximately 161 offices,
representing over $550 million of acquired revenues, approximately $496 million
of which were from Professional Services. In April 1997, the Company acquired
Michael Page Group PLC ("Michael Page"), a premier international recruiting and
staffing company specializing primarily in the accounting, banking and finance
industries. The acquisition of Michael Page, the Company's largest acquisition
to date, has provided the Company with a strong international presence,
substantial growth in its higher-margin Professional Services business, enhanced
cross-selling opportunities and access to a worldwide customer base.

BUSINESS STRATEGY

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comprehensive range of innovative services under common brands through
decentralized, entrepreneurial offices providing specialized expertise. Through
the implementation of the Company's strategy, earnings before interest and taxes
("EBIT") as a percentage of revenues for Professional Services and Commercial
Staffing Services increased from 2.3% in fiscal 1993 to 6.2% (6.5% on a pro
forma basis) in fiscal 1997.

The key elements of the Company's strategy are:

PROVIDE A COMPREHENSIVE RANGE OF SERVICES. The Company believes that
significant demand exists from current and prospective clients to procure a
substantial portion of their human resources solutions from a single company,
thereby enabling them to assess and deploy personnel more efficiently and
productively. Accordingly, the Company seeks to be regarded by its clients as
their human resources partner and is committed to developing a broad range of
innovative, value added human resource solutions to meet their evolving needs on
a worldwide basis. Since the IPO, the Company has evolved from solely providing
flexible staffing services to providing a full range of Commercial and
Professional Services.

PROVIDE INNOVATIVE PRODUCTS AND SERVICES. By taking a consultative approach
to client needs, the Company has developed innovative, value-added services that
help clients better manage their human assets. Interim On-Premise utilizes
proprietary software that provides "qualitative" measurement of performance,
quantitative analysis of staffing efficiencies and customized reporting. The
Company's "interim.com" website and "Emerging Workforce" surveys contain
employment information that can be used by both candidates and clients, and the
website was made part of the Smithsonian Institution's Permanent Research
Collection on Information Technology Innovation.

UTILIZE ADVANCED RECRUITMENT METHODS. The Company has added new techniques
to successfully recruit and retain candidates. Through five recruitment centers
in Europe, Asia and South Africa, Interim recruits professionals predominantly
to the U.S. to fill a shortage of skills. In addition, Interim was the first
company in the staffing industry to implement national television advertising
featuring a toll-free number (1-800-A-CAREER) and full-page WALL STREET JOURNAL
advertising for managerial and executive positions. Recruitment efforts are
globally supported by both Internet and Intranet-based technology and a
developing central candidate database that will allow the Company to maintain
contact with candidates throughout the duration of their careers.

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Services, Interim Attorneys, Interim Personnel, etc.). Through this common
branding, the Company and its franchisees and licensees are better able to
benefit from national media advertising.

INDUSTRY OVERVIEW

The global staffing services industry has experienced significant growth in
response to the changing work environment worldwide. According to Eurostat, the
European Commission's statistical body, the total staffing services market in
developed economies had revenues of approximately $94 billion in 1995 (the
latest available data). The focus of the staffing industry is changing from
employers' traditional use of staffing services to manage personnel costs and
meet fluctuating staffing requirements to the reduction of administrative
overhead by outsourcing human resources operations that are not part of their
core business competencies. The use of flexible staffing services has allowed
employers to improve productivity, outsource specialized skills and avoid the
negative effects of layoffs. Rapidly changing regulations concerning employee
benefits, insurance and retirement plans, as well as the high cost of hiring,
laying off and terminating permanent employees has also prompted many employers
to take advantage of the flexibility of temporary and contract staffing
arrangements. In addition to the economic conditions driving staffing industry
growth, the Company believes that changing demographics of the workforces of
developed economies and evolving attitudes concerning work patterns, both
domestically and internationally, also contribute to growth in the staffing
industry. These trends have accelerated with the pace of technological change
and greater global competitive pressures.

The U.S. remains the largest and most important staffing service market in
the world. According to STAFFING INDUSTRY REPORT, U.S. staffing industry
revenue, including temporary help, placement, search and outplacement, grew from
approximately $29.3 billion in 1992 to approximately $65.0 billion in 1997,
representing a compound annual growth rate of 17.3%. The U.K. is the second
largest national staffing services market in the world. Staffing industry
revenue in the U.K. grew from approximately $8.9 billion in 1992 to
approximately $22 billion in 1996, representing a compound annual growth rate of
25.4%.

The staffing services market in most countries in which the Company operates
is highly fragmented and includes a large number of medium-sized and small
businesses, many of which operate in a single geographic market. This
fragmentation, combined with changing client demands and competitive pressures,
has resulted in a trend towards industry consolidation. This consolidation is
being driven by, among other things, client demands for "one-stop shopping" from
staffing providers. Faced with a desire to minimize the number of vendors,
coupled with the need for sophisticated management information systems, the
growth of national or global relationships and the expansion of professional
level specialties, clients demand the services of large staffing companies
capable of offering a full range of staffing services over a broad geographic
area. This ability has been particularly important in fulfilling the needs of
large regional, national and international accounts. Within this more
competitive environment, smaller companies may have difficulties competing due
to limited service offerings, geographic concentration and lack of sufficient
working capital and management resources. As a result, many smaller companies
have been acquired in recent years and the Company believes that small and
medium-sized staffing companies are becoming increasingly responsive to
acquisition proposals by

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larger firms, such as the Company. Furthermore, the Company believes that
consolidation may also occur among larger regional and national companies.
------------------------

The Company is a Delaware corporation with its corporate headquarters
located at 2050 Spectrum Boulevard, Fort Lauderdale, Florida 33309. The
Company's telephone number is (954) 938-7600.

THE OFFERING

<TABLE>
<S> <C>
Common Stock to be outstanding after the Offering (1)........... 46,976,969 shares
New York Stock Exchange Symbol.................................. IS
Use of Proceeds................................................. Repayment of debt and
general corporate
purposes, including
acquisitions
</TABLE>

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(1) Does not include 1,050,000 shares of Common Stock that are subject to the
over-allotment option granted by the Company to the Underwriters or shares
of Common Stock issuable upon the exercise of options or upon conversion of
the Convertible Subordinated Notes being offering concurrently herewith. See
"Underwriting" and "Capitalization."

RISK FACTORS

See "Risk Factors for certain considerations relevant to an investment in
the securities offered hereby.

CONCURRENT NOTES OFFERING

Concurrently with the Offering, the Company is offering $180,000,000
aggregate principal amount of Convertible Subordinated Notes due 2005 (the
"Notes", and the offering of such Notes, the "Notes Offering") by a separate
prospectus. The consummation of the Offering and the Notes Offering are not
conditioned upon each other.

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SUMMARY CONSOLIDATED FINANCIAL AND OPERATING DATA

Selling, General & Admin..... 95,977 70,779 334,431 363,152 243,652 177,105 137,859 119,763
Licensee Commissions......... 11,607 9,428 43,958 45,091 39,500 37,295 33,796 20,586
----------- ----------- ----------- ---------- ---------- ---------- ---------- ----------
Results of Operations...... 31,934 17,233 119,738 118,900 68,210 49,678 41,637 31,872

Amort. of Intangibles........ 5,321 2,284 20,628 18,492 8,802 6,884 6,041 5,671
Interest Expense (4)(5)...... 7,700 275 31,472 24,269 5,696 990 112 1,787
Gain on Sale of HealthCare
Business (6)............... -- -- -- (5,300) -- -- -- --
Merger Expense (7)........... -- -- -- -- 8,600 -- -- --
----------- ----------- ----------- ---------- ---------- ---------- ---------- ----------

Earnings Before Taxes...... 18,913 14,674 67,638 81,439 45,112 41,804 35,484 24,414

Income Taxes................. 8,360 6,149 31,255 38,928 22,097 18,071 16,028 11,564
----------- ----------- ----------- ---------- ---------- ---------- ---------- ----------
Net Earnings............... $ 10,553 $ 8,525 $ 36,383 $ 42,511 $ 23,015 $ 23,733 $ 19,456 $ 12,850
----------- ----------- ----------- ---------- ---------- ---------- ---------- ----------
----------- ----------- ----------- ---------- ---------- ---------- ---------- ----------
Net Earnings Per Share (8):
Basic...................... $ 0.26 $ 0.22 $ 0.93 $ 1.08 $ 0.71 $ 0.77 $ 0.64 $ 0.47
Diluted.................... 0.26 0.21 0.90 1.05 0.69 0.76 0.63 0.47
Earnings Per Share:
(excl. merger expenses)
(7)(8):....................
Basic...................... $ 0.94
Diluted.................... 0.91
Weighted Average Shares (8):
Basic...................... 39,886 39,032 39,305 39,305 32,450 30,804 30,386 27,381
Diluted.................... 40,828 39,812 40,407 40,407 33,418 31,324 30,782 27,476
OPERATING INFORMATION:
System-wide Sales(9)......... $ 470,612 $ 484,390 $1,743,824 $2,187,409 $1,834,258 $1,494,260 $1,279,339 $1,085,759
</TABLE>

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<TABLE>
<CAPTION>
MARCH 27, 1998
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<S> <C> <C> <C>
AS FURTHER
ACTUAL AS ADJUSTED (10) ADJUSTED (11)
----------- ----------------- --------------
(IN THOUSANDS)
BALANCE SHEET DATA:
Working Capital...................................... $ 105,244 $ 122,234 $ 247,959
Total Assets......................................... 1,183,051 1,183,051 1,308,776
Long-term Obligations................................ 453,248 264,613 390,338
</TABLE>

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(1) Since the beginning of fiscal 1997, Interim has made certain acquisitions
which were accounted for under the purchase method of accounting, and it
disposed of its HealthCare Division on September 26, 1997. The pro forma
consolidated statement of income and sales data give effect to the
acquisitions and the disposition as though they occurred at the beginning of
fiscal 1997. See Notes to Consolidated Financial Statements.

(2) Fiscal year 1994 contained 53 weeks. All other years contained 52 weeks.

(3) Revenues for the HealthCare Division are included through the date of
disposition of September 26, 1997 and do not include certain allocations of
other income.

(4) Interest expense is net of interest income earned by Brandon Systems
Corporation ("Brandon") prior to the Company's merger with Brandon on May
23, 1996, which was accounted for as a pooling-of-interests. See note 7.

(5) Prior to September 25, 1993, the Company's working capital and acquisition
financing were provided by H & R Block Inc. ("Block"), which owned 100% of
the Company's issued and outstanding capital stock prior to the IPO. There
was no interest charged on intercompany debt. In conjunction with the IPO,
effective September 25, 1993, Block formalized this arrangement by (i)
providing a revolving credit facility in the amount of $20,000,000 to fund
the operating requirements of the Company; (ii) converting $30,000,000 of
intercompany indebtedness on such date to a term loan and (iii) contributing
$51,289,000 to the capital of the Company. The earnings data for fiscal 1993
give effect to this arrangement as if it occurred at the beginning of the
period. Interest expense has been computed at 6% and income taxes at the
statutory rate.

(6) On September 26, 1997, the Company sold the HealthCare Division. Amount
represents pre-tax gain on sale. Taxes on the gain were $5,272,000. See
Notes to Consolidated Financial Statements page F-11.

(7) Represents fees and expenses related to the merger with Brandon and the
consolidation and restructuring of the combined companies.

(8) Adjusted to reflect a two-for-one stock split in the form of a 100% stock
dividend paid on September 5, 1997.

(9) System-wide sales is defined as sales of all company-owned, franchised and
licensed offices. Sales data for franchised offices are derived from reports
provided by franchisees, which are not audited. Systemwide sales should not
be considered in isolation or as a substitute for revenues prepared in
accordance with generally accepted accounting principles, or as a measure of
profitability.

(10) Adjusted to reflect the sale by the Company of the 7,000,000 shares of
Common Stock offered hereby at an offering price of $29 3/8 per share
(before deduction of the underwriting discount and the Company's estimated
offering expenses) and the application of the proceeds therefrom. See "Use
of Proceeds."

(11) Further adjusted to reflect the sale by the Company of $180,000,000
aggregate principal amount of Notes (before deduction of the underwriting
discount and the Company's estimated offering expenses) and the application
of the proceeds therefrom. See "Use of Proceeds."

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RISK FACTORS

IN EVALUATING THE COMPANY'S BUSINESS, PROSPECTIVE INVESTORS SHOULD CAREFULLY
CONSIDER THE FOLLOWING FACTORS IN ADDITION TO THE INFORMATION CONTAINED
ELSEWHERE IN THIS PROSPECTUS OR INCORPORATED BY REFERENCE HEREIN.

COMPETITIVE MARKETS

The staffing services industry is intensely competitive and highly
fragmented, with few barriers to entry by potential competitors at the local
level. The Company faces significant competition in the markets it serves and
will continue to face significant competition in any geographic markets or
industry sectors that it may enter. In each market in which the Company
operates, it competes for both clients and qualified personnel with other firms
offering such consulting staffing services. The majority of competitors are
significantly smaller than the Company. However, certain of the Company's
competitors have greater marketing and financial resources than the Company.
Many clients use more than one staffing services company and it is common for a
major client to use several staffing services companies at the same time. In
recent years, however, there has been a significant increase in the number of
large potential clients consolidating their staffing services purchases with a
single company or with a small number of companies. The trend to consolidate
staffing services purchases has in some cases made it more difficult for the
Company to obtain business from potential clients who have already contracted to
fill their staffing needs with competitors of the Company. In addition,
consulting and accounting firms have begun to offer services in certain of the
Company's markets. The Company also faces the risk that certain of its current
and prospective clients may decide to provide similar services internally or use
independent contractors. There can be no assurance that the Company will not
encounter increased competition in the future, which could have a material
adverse effect on the Company's results of operations or financial condition.
See "Business--Competition".

ABILITY TO GROW AND MANAGE GROWTH

The Company has experienced significant growth in the past which has
resulted from the acquisition of existing businesses, new office openings, new
service offerings, the further development of existing offices, industry trends
towards the increasing use of temporary and contract personnel and favorable
economic conditions. The ability of the Company to continue to grow and to
successfully manage its growth will depend on a number of factors, including the
continuation of such industry trends, the availability of suitable acquisition
candidates on reasonable terms, the effective integration of newly acquired
companies, the ability of the Company to adapt to new geographic and human
resources services markets and the ability to successfully recruit and train
staff. There can be no assurance that the Company will be able to maintain or
effectively manage growth, establish and expand its market presence or continue
to identify suitable acquisition candidates or complete the acquisitions on
terms favorable to the Company. In addition, there can be no assurance that any
acquired businesses will achieve anticipated financial results. Furthermore,
acquisitions involve a number of special risks, including diversion of
management's attention, the potential failure to retain key personnel at an
acquired company, risks associated with unanticipated events or liabilities and
amortization of goodwill or other acquired intangible assets, some or all of
which could have a material adverse effect on the Company's results of
operations or financial condition. See "Business--Business Strategy" and
"Business--Acquisitions".

FLUCTUATIONS IN LOCAL ECONOMIES

The Company currently operates businesses in 12 countries worldwide. In
fiscal 1997 on a pro forma basis, approximately 78.5% of revenues and
approximately 50.8% of operating profit were generated in North America, 19.2%
of revenues and 44.6% of operating profit were generated in Europe, and 2.3% of
revenues and 4.6% of operating profit were generated in the Asia Pacific region.
Historically, the

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general level of economic activity in a country has significantly affected the
demand for staffing services in that country. An economic downturn in a country
or a region in which the Company operates may adversely affect the demand for
the Company's staffing services in that country or region and could have a
material adverse effect on the Company's results of operations or financial
condition. During such downturns, the use of temporary and contract employees
usually is curtailed, the recruitment of permanent employees is reduced and the
Company may face increased competitive pricing pressures. As economic activity
increases, temporary and contract employees often are added to the workforce
before permanent employees are hired. During periods of increased economic
activity and generally higher levels of employment in a particular country or
region, the competition among staffing firms for qualified personnel in that
country or region becomes even greater. There can be no assurance that during
these periods the Company will be able to recruit the personnel necessary to
fill its clients' needs.

BUSINESS RISKS ASSOCIATED WITH INTERNATIONAL OPERATIONS; CURRENCY FLUCTUATIONS

Operations in the Company's markets are subject to risks inherent in
international business activities, including, in particular, varying economic
and political conditions, cultures and business practices in different countries
or regions, overlapping or differing tax structures, compliance with a variety
of accounting and reporting requirements and changing and, in some cases,
complex or ambiguous foreign laws and regulations. Fluctuations in the exchange
rates between the U.S. dollar and the currencies of the other countries in which
the Company operates will affect the results of the Company's international
operations reported in U.S. dollars. See "--Fluctuations in Local Economies".

DEPENDENCE ON AVAILABILITY OF QUALIFIED PERSONNEL

The Company depends upon its ability to attract qualified personnel who
possess the skills and experience necessary to meet the staffing requirements of
its clients. The Company must continually evaluate and upgrade its base of
available qualified personnel to keep pace with changing client needs and
emerging technologies. Competition for individuals with proven professional or
technical skills is intense, and demand for such individuals is expected to
remain very strong for the foreseeable future. In particular, the Company's IT
operations are dependent upon the recruitment of qualified personnel, many of
whom are from outside the U.S. Government regulations currently impose a quota
on the number of foreign persons having this expertise who are permitted to work
in the U.S.

RELIANCE ON KEY PERSONNEL

The Company is highly dependent on its management. The continued success of
the Company will depend in large part on the abilities and continued services of
Raymond Marcy, its Chairman, President and Chief Executive Officer, and certain
other officers and key employees. The loss of Mr. Marcy or other officers and
key employees could have a material adverse effect on the Company's operations.

INFORMATION TECHNOLOGY TRENDS

Growth in the use of flexible staffing in the IT area in recent years has
been driven largely by rapid technological advances. As the sophistication and
complexity of business information systems increase, and as the general
corporate trend toward downsizing continues, businesses are increasingly turning
to specialized, outside technical personnel to support their IT operations. The
Company's success in the IT area depends in large part on its ability to keep
pace with existing technology, predict new technological advancements and
recruit and train based on these trends.

YEAR 2000 ISSUE

The Company believes that it has prepared its computer systems and related
software to accommodate data sensitive information relating to the year 2000.
The Company expects that any additional costs

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related to ensuring such systems and software to be year 2000-compliant will not
be material to the financial condition or results of operations of the Company.
In addition, the Company is discussing with its vendors and customers the
possibility of any difficulties which may affect the Company as a result of its
vendors and customers ensuring that their computer systems and software are year
2000-compliant. To date, no significant concerns have been identified. However,
there can be no assurance that no year 2000 related computer operating problems
or expenses will arise with the Company's computer systems and software or in
the computer systems and software of the Company's vendors and customers. The
Company's IT Consulting Group performs work for clients to assist them in
modifying their computer systems and software to make them year 2000-compliant.
Generally, this work is performed under the direction and supervision of the
client and without warranties as to results or usability. Accordingly, the
Company does not believe that it will incur any material liabilities to clients
for its work on their year 2000 projects.

EMPLOYER RISKS

Flexible staffing providers employ and place people in the workplace of
other businesses. Attendant risks of such activity which could increase the
Company's cost of doing business include possible claims of discrimination and
harassment, employment of illegal aliens, errors and omissions by the Company's
flexible staff, particularly for the acts of temporary professionals (e.g.,
accountants and attorneys), misuse or misappropriation of client funds or
proprietary information and other similar claims. While the Company maintains
insurance coverage for general liability, errors and omissions and employee
theft, such insurance coverage may not be adequate in scope or amount to cover
any such liability. A failure of any Company personnel to observe the Company's
policies and guidelines intended to reduce exposure to these risks, relevant
client policies and guidelines, or applicable supranational, national, regional
or local laws, rules or regulations, or other circumstances that cannot be
predicted, could result in negative publicity and the payment by the Company of
monetary damages or fines, or have other material adverse effects upon the
Company. In addition, the Company is exposed to potential claims with respect to
the placement process. Because of legal constraints and considerations in
certain jurisdictions, the Company has found it increasingly difficult to verify
candidates' backgrounds. Although the Company historically has not had any
significant problems arising from the matters discussed above, there can be no
assurance that the Company will not experience such problems in the future.

INCREASED COSTS FROM GOVERNMENT REGULATION

In conducting its business, the Company is required to pay a number of
payroll and related costs and expenses, including unemployment taxes, workers'
compensation and insurance and medical insurance for its personnel. Unemployment
insurance premiums paid by employers typically increase during periods of
increased levels of unemployment. Workers' compensation costs have increased
over the past decade and may increase in the future as states have raised
benefit levels and liberalized allowable claims. Future earnings could be
adversely affected if the Company is not able to increase the fees charged to
its clients to absorb the increased costs related to unemployment insurance or
workers' compensation benefits. The Company's costs could also increase as a
result of regulatory reforms, such as universal mandatory health insurance or
the possible imposition of additional requirements and restrictions relating to
the placement of candidates. It is uncertain whether any such proposals will be
adopted and how any such proposals, if adopted, would affect the Company.
Internationally, regulatory requirements at supranational, national, regional
and local levels vary substantially and frequently change. There can be no
assurance that the Company will be able to adapt to future regulatory changes
made by the regulatory authorities of any jurisdiction in which the Company
conducts its business.

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USE OF PROCEEDS

Based upon the sale by the Company of the 7,000,000 shares of Common Stock
at an offering price of $29 3/8 per share, before giving effect to the Company's
estimated Offering expenses and the underwriting discount, the net proceeds from
the Offering are expected to be approximately $205.6 million (approximately
$236.5 million if the Underwriters' over-allotment option is exercised in full).
Approximately $259.9 million of the net proceeds of the Offering and the Notes
Offering, if consummated, will be used to repay borrowings under the Company's
existing credit facilities, with the remainder to be used for general corporate
purposes, including future acquisitions. The effective interest rate of all of
the borrowings under the credit facilities is 7.2%, including the effects of
certain interest rate swaps. Following the Offering, the Company intends to
maintain a certain amount of indebtedness on its balance sheet which is
denominated in British pounds sterling.

CONCURRENT NOTES OFFERING

Concurrently with the Offering, the Company is offering $180 million
aggregate principal amount of Notes by a separate prospectus. The consummation
of the Offering and the Notes Offering are not conditioned upon each other. See
"Use of Proceeds."

12
<PAGE>
PRICE RANGE OF COMMON STOCK

Since August 7, 1996, the Company's Common Stock has been traded on the New
York Stock Exchange under the symbol "IS". Prior thereto, the Common Stock
traded on the Nasdaq National Market under the symbol "INTM". The following
table sets forth for the periods indicated the high and low closing prices of
the Common Stock as reported by the Nasdaq National Market and the New York
Stock Exchange.

<TABLE>
<CAPTION>
HIGH LOW
--------- ---------
<S> <C> <C>
FISCAL 1996
First Quarter............................................................ $ 20.375 $ 17.125
Second Quarter........................................................... 25.125 17.375
Third Quarter............................................................ 22.000 18.250
Fourth Quarter........................................................... 22.813 17.000

FISCAL 1997
First Quarter............................................................ 21.563 17.125
Second Quarter........................................................... 21.438 17.563
Third Quarter............................................................ 25.625 21.750
Fourth Quarter........................................................... 31.000 23.625

FISCAL 1998
First Quarter............................................................ 33.750 23.250
Second Quarter (through May 21, 1998).................................... 34.188 29.500
</TABLE>

The closing price of the Common Stock on May 21, 1998 was $29.500.

DIVIDEND POLICY

No cash dividend or other cash distribution with respect to the Company's
Common Stock has ever been paid by the Company. The Company currently intends to
retain any earnings for use in its business and does not anticipate paying any
cash dividends in the foreseeable future.

13
<PAGE>
CAPITALIZATION

The following table sets forth the cash and capitalization of the Company as
of March 27, 1998 and (i) as adjusted to reflect the sale of 7,000,000 shares of
Common Stock by the Company at an assumed offering price of $29 3/8 per share
and (ii) as further adjusted to reflect the sale of $180,000,000 principal
amount of Notes and the application of the gross proceeds therefrom, in each
case before giving effect to the Company's estimated offering expenses and the
underwriting discount. See "Use of Proceeds"; "Management's Discussion and
Analysis of Financial Condition and Results of Operations--Financing"; and
"Concurrent Notes Offering". The table should be read in conjunction with the
selected consolidated financial and operating data, the consolidated financial
statements and the related notes thereto included elsewhere in this Prospectus.

<TABLE>
<CAPTION>
MARCH 27, 1998
--------------------------------
AS AS FURTHER
ACTUAL ADJUSTED ADJUSTED
--------- --------- ----------
(IN THOUSANDS)
<S> <C> <C> <C>
Cash, cash equivalents.................................... $ 24,579 $ 24,579 $ 150,304
--------- --------- ----------
--------- --------- ----------
Current portion of long-term debt......................... $ 33,895 16,905 16,905
Long-term debt............................................ 453,248 264,613 390,338
--------- --------- ----------
Total debt............................................ $ 487,143 $ 281,518 $ 407,243
Stockholders' equity:
Preferred stock, par value $.01 per share; 2,500,000
shares authorized; none issued or outstanding......... -- -- --
Common stock, par value $.01 per share; 100,000,000
shares authorized; 39,976,969 shares issued and
outstanding (actual); 46,976,969 (as adjusted)(1)..... 400 470 470
Additional paid-in capital.............................. 263,183 468,738 468,738
Retained earnings....................................... 225,116 225,116 225,116
--------- --------- ----------
Total stockholders' equity............................ $ 488,699 $ 694,324 $ 694,324
--------- --------- ----------
Total capitalization, including short-term debt....... $ 975,842 $ 975,842 $1,101,567
--------- --------- ----------
--------- --------- ----------
</TABLE>

- ------------------------

(1) An additional 4,824,936 and 3,409,869 shares of Common Stock are reserved
for issuance upon the conversion of the Notes and the exercise of stock
options that have been granted under the Company's stock option plans,
respectively.

14
<PAGE>
SELECTED CONSOLIDATED FINANCIAL AND OPERATING DATA

The selected consolidated financial statement data for each of the three
years in the period ended fiscal 1997 and as of the end of fiscal 1997 and
fiscal 1996 are derived from, and are qualified by reference to, the Company's
audited consolidated financial statements and related notes thereto which,
together with the related report of Deloitte & Touche LLP, independent auditors,
are included elsewhere in this Prospectus. The selected consolidated financial
statement data for each of fiscal 1994 and fiscal 1993 and as of the end of
fiscal 1995, fiscal 1994 and fiscal 1993 are derived from audited consolidated
financial statements of Interim and Brandon not included herein, and have been
restated consistent with pooling-of-interests treatment. The pro forma data are
derived from the pro forma data contained in the notes to the consolidated
financial statements which give effect to certain acquisitions and a disposition
made by the Company since the beginning of fiscal 1997. The selected
consolidated financial statement data for the three month periods ended March
27, 1998 and March 28, 1997 are derived from the Company's unaudited
consolidated financial statements and, in the opinion of the Company, include
all adjustments, consisting only of normal recurring adjustments, necessary for
a fair presentation of such information. The following information should be
read in conjunction with "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and the consolidated financial statements
and notes thereto included elsewhere in this Prospectus.

<TABLE>
<CAPTION>
QUARTER ENDED
------------------------ FISCAL YEAR
MARCH 27, MARCH 28, PRO FORMA ----------------------------------------------------------
1998 1997 1997(1) 1997 1996 1995 1994 (2) 1993
----------- ----------- ----------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
(IN THOUSANDS, EXCEPT PER SHARE DATA)
INCOME STATEMENT DATA:
Revenues:
Commercial Division
Commercial Staffing..... $ 192,482 $ 159,925 $ 744,210 $ 739,662 $ 602,396 $ 515,454 $ 431,348 $ 347,189
Professional Services... 222,686 95,913 771,798 675,031 308,687 138,140 99,935 79,691
HealthCare Division(3).... -- 58,583 -- 186,869 228,669 205,719 165,614 143,209
Other Income.............. 1,023 2,364 3,974 6,694 7,399 4,934 7,799 4,171
----------- ----------- ----------- ---------- ---------- ---------- ---------- ----------
Total Revenues...... 416,191 316,785 1,519,982 1,608,256 1,147,151 864,247 704,696 574,260
Expenses:
Cost of Services.......... 276,673 219,345 1,021,855 1,081,113 795,789 600,169 491,404 402,039
----------- ----------- ----------- ---------- ---------- ---------- ---------- ----------
Gross Profit............ 139,518 97,440 498,127 527,143 351,362 264,078 213,292 172,221
Selling, General &
Admin................... 95,977 70,779 334,431 363,152 243,652 177,105 137,859 119,763
Licensee Commissions...... 11,607 9,428 43,958 45,091 39,500 37,295 33,796 20,586
----------- ----------- ----------- ---------- ---------- ---------- ---------- ----------
Results of Operations... 31,934 17,233 119,738 118,900 68,210 49,678 41,637 31,872
Amort. Of Intangibles..... 5,321 2,284 20,628 18,492 8,802 6,884 6,041 5,671
Interest Expense (4)(5)... 7,700 275 31,472 24,269 5,696 990 112 1,787
Gain on Sale of HealthCare
Business (6)............ -- -- -- (5,300) -- -- -- --
Merger Expense (7)........ -- -- -- -- 8,600 -- -- --
----------- ----------- ----------- ---------- ---------- ---------- ---------- ----------
Earnings Before Taxes... 18,913 14,674 67,638 81,439 45,112 41,804 35,484 24,414
Income Taxes.............. 8,360 6,149 31,255 38,928 22,097 18,071 16,028 11,564
----------- ----------- ----------- ---------- ---------- ---------- ---------- ----------
Net Earnings............ $ 10,553 $ 8,525 $ 36,383 $ 42,511 $ 23,015 $ 23,733 $ 19,456 $ 12,850
----------- ----------- ----------- ---------- ---------- ---------- ---------- ----------
----------- ----------- ----------- ---------- ---------- ---------- ---------- ----------
Net Earnings Per Share
(8):
Basic................... $ 0.26 $ 0.22 $ 0.93 $ 1.08 $ 0.71 $ 0.77 $ 0.64 $ 0.47
Diluted................. 0.26 0.21 0.90 1.05 0.69 0.76 0.63 0.47
Earnings Per Share:
(excl. merger expenses)
(7)(8):
Basic................... $ 0.94
Diluted................. 0.91
Weighted Average Shares
(8):
Basic................... 39,886 39,032 39,305 39,305 32,450 30,804 30,386 27,381
Diluted................. 40,828 39,812 40,407 40,407 33,418 31,324 30,782 27,476
</TABLE>

<TABLE>
<CAPTION>
FISCAL YEAR ENDED
----------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1997 1996 1995 1994 1993
---------- ---------- ---------- ---------- ----------
BALANCE SHEET DATA:
Working Capital............................... $ 73,210 $ 169,283 $ 67,526 $ 81,997 $ 78,898
Total Assets(9)............................... 1,091,734 512,490 424,489 275,364 242,925
Long-term Obligations......................... 379,197 -- 60,000 -- 30,000
OPERATING INFORMATION:
System-wide Sales (10)........................ $2,187,409 $1,834,258 $1,494,260 $1,279,339 $1,085,759
</TABLE>

15
<PAGE>
- ------------------------

(2) Fiscal year 1994 contained 53 weeks. All other years contained 52 weeks.

(3) Revenues for the HealthCare Division are included through the date of
disposition of September 26, 1997 and do not include certain allocations of
other income.

(4) Interest expense is net of interest income earned by Brandon prior to the
Company's merger with Brandon on May 23, 1996, which was accounted for as an
pooling-of-interests. See note 7.

(5) Prior to September 25, 1993, the Company's working capital and acquisition
financing were provided by Block. There was no interest charged on
intercompany debt. In conjunction with the IPO, effective September 25,
1993, Block formalized this arrangement by (i) providing a revolving credit
facility in the amount of $20,000,000 to fund the operating requirements of
the Company; (ii) converting $30,000,000 of intercompany indebtedness on
such date to a term loan and (iii) contributing $51,289,000 to the capital
of the Company. The earnings data for fiscal 1993 give effect to this
arrangement as if it occurred at the beginning of the period. Interest
expense has been computed at 6% and income taxes at the statutory rate.

(7) Represents fees and expenses related to the merger with Brandon, and the
consolidation and restructuring of the combined companies.

(8) Adjusted to reflect a two-for-one stock split in the form of a 100% stock
dividend paid on September 5, 1997.

(9) Certain reclassifications have been made to prior periods to conform to
current year presentation.

(10) Systemwide sales is defined as sales of all company-owned, franchised and
licensed offices. Sales data for franchised offices are derived from reports
provided by franchisees, which are not audited. Systemwide sales should not
be considered in isolation or as a substitute for revenues prepared in
accordance with generally accepted accounting principles, or as a measure of
profitability.

16
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

THE FOLLOWING DISCUSSION AND ANALYSIS SHOULD BE READ IN CONJUNCTION WITH THE
"SELECTED CONSOLIDATED FINANCIAL AND OPERATING DATA" AND NOTES THERETO INCLUDED
ELSEWHERE IN THIS PROSPECTUS AND THE CONSOLIDATED FINANCIAL STATEMENTS AND
RELATED NOTES INCLUDED ELSEWHERE IN THIS PROSPECTUS.

INTRODUCTION

The Company is a worldwide leader in recruiting, assessing and deploying
talent for a wide variety of businesses. Through flexible staffing, recruitment,
search, consulting and outplacement services, the Company provides professionals
in the fields of information technology, finance, law, manufacturing and human
resources, as well as clerical, administrative and light industrial staffing.

The Company provides services in two primary groups: (i) the Professional
Services Group, which offers a comprehensive range of consulting, staffing,
outplacement and placement services in the areas of information technology,
legal, accounting, banking and finance and human resources, and (ii) the
Commercial Staffing Group, which offers workforce management and clerical,
administrative and light industrial staffing services. The Professional Services
Group and the Commercial Staffing Group each represented approximately 50% of
the Company's pro forma revenues in fiscal 1997. The Company believes that it is
one of the five largest worldwide providers of Professional Services, and one of
the ten largest worldwide providers of staffing services, based on revenues.

RESULTS OF OPERATIONS

The following table sets forth operational results as a percentage of total
revenues for the periods indicated:

<TABLE>
<CAPTION>
QUARTER ENDED
----------------------------
MARCH 27, MARCH 28, PRO FORMA
1998 1997 1997 1997 1996 1995
------------- ------------- ------------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Revenues:
Professional Services.......... 53.5% 30.3% 50.8% 42.0% 26.9% 16.0%
Commercial Staffing............ 46.5 50.9 49.2 46.2 52.9 60.0
HealthCare Division............ -- 18.8 -- 11.8 20.2 24.0
----- ----- ----- --------- --------- ---------
Total Revenues............... 100.0% 100.0% 100.0% 100.0% 100.0% 100.0%
Cost of Services................. 66.5 69.2 67.2 67.2 69.4 69.4
----- ----- ----- --------- --------- ---------
Gross Profit..................... 33.5 30.8 32.8 32.8% 30.6% 30.6%
Selling, General &
Administrative................. 23.1 22.3 22.0 22.6 21.2 20.5
Licensee Commissions............. 2.8 3.0 2.9 2.8 3.4 4.3
----- ----- ----- --------- --------- ---------
Results from Operations.......... 7.6% 5.5% 7.9% 7.4% 6.0% 5.8%
Merger Expense................... -- -- -- -- 0.8 --
Gain on Sale of HealthCare
Division....................... -- -- -- (0.3) -- --
Amortization of Intangibles...... 1.3 0.7 1.4 1.2 0.8 0.8
Interest......................... 1.8 0.1 2.1 1.5 0.5 0.1
Taxes............................ 2.0 2.0 2.0 2.4 1.9 2.1
----- ----- ----- --------- --------- ---------
Net Earnings..................... 2.5% 2.7% 2.4% 2.6% 2.0% 2.8%
----- ----- ----- --------- --------- ---------
----- ----- ----- --------- --------- ---------
Net Earnings (excluding merger
expenses)...................... 2.5% 2.7% 2.4% 2.6% 2.7% 2.8%
----- ----- ----- --------- --------- ---------
----- ----- ----- --------- --------- ---------
</TABLE>

17
<PAGE>
FIRST QUARTER 1998 COMPARED TO 1997

Revenues for the quarter increased 31.4% to $416.2 million from $316.8
million for the first quarter of the prior year. Excluding revenues from the
HealthCare Division, revenues increased 61.9% to $416.2 million from $257.1
million. Professional Services revenues increased 132.2% reflecting strong
internal growth, primarily in IT services, as well as the acquisitions of
Michael Page in April 1997 and AIM in March 1997 and several smaller
acquisitions in the first quarter of 1998. Excluding these acquisitions,
Professional Services revenues increased 34.9%. Commercial Staffing revenues
increased 20.4% reflecting the continued expansion of the Interim On-Premise
program, increased demand for traditional commercial staffing services and the
acquisition of Crone Corkill, a UK-based commercial staffing company in March
1998.

Gross profit increased 43.2% to $139.5 million compared with $97.4 million
for the same period in 1997. Gross profit margin increased to 33.5% from 30.8%
in the first quarter of 1997. This increase was principally due to an increase
in the amount of Professional Services revenues as a percentage of total
revenues. Excluding the HealthCare Division, Professional Services revenues
represented 37.3% of first quarter 1997 total revenues compared with 53.5% of
total revenues in 1998. Professional Services generate higher gross profit rates
than Commercial Staffing. In addition, higher pricing in IT helped to increase
the gross profit rate in 1998.

Selling, general and administrative expenses increased 35.6% to $96.0
million from $70.8 million for the same period in 1997. Selling, general and
administrative expenses as a percentage of revenues were 23.1% compared with
22.3% for the same period in 1997. Higher expenses resulted from the growth in
Professional Services, as these businesses tend to have higher selling, general
and administrative costs as a percentage of revenues compared with Commercial
Staffing.

Licensee commissions increased 23.1% to $11.6 million from $9.4 million for
the same period last year. Licensee commissions as a percentage of revenues
decreased to 2.8% from 3.0% due to branch revenues growing at a faster rate than
licensee revenues.

Amortization expense for the period increased 133% from $2.3 million to $5.3
million reflecting the increase in intangible assets arising from acquisitions,
primarily Michael Page.

Interest expense increased to $7.7 million from $0.3 million for the same
period last year. This resulted from increased borrowings for acquisitions,
primarily Michael Page. The Company had average borrowings outstanding during
the first quarter of 1998 of $444.4 million at an average rate of interest
(including the effects of interest rate swaps) of 7.2% compared with $18.5
million outstanding during the first quarter of 1997 at an average rate of
interest of 7.5%.

The effective tax rate for the first quarter of 1998 was 44.2% compared with
41.9% for the same period last year. This increase resulted from higher levels
of non-deductible intangible amortization in 1998 due to the Michael Page
acquisition.

Net earnings for the quarter increased 23.8% to $10.6 million (or $0.26 per
diluted share) compared with $8.5 million (or $0.21 per diluted share) for the
same period last year. This represents a 23.8% increase in per share earnings.
The weighted average number of shares used in the per share calculation (as
adjusted for the dilutive impact of common stock equivalents) increased to
40,828,000 from 39,812,000 last year.

FISCAL 1997 COMPARED TO 1996

REVENUES. Revenues in 1997 increased 40.2% to $1,608.3 million from
$1,147.2 million in the prior year. Professional Services revenues increased
118.7% reflecting strong internal growth and the Michael Page and AIM
acquisitions. Excluding these acquisitions, Professional Services revenues
increased 31.0%. Commercial Staffing revenues increased 22.8% reflecting the
expansion of the Interim

18
<PAGE>
On-Premise program, an increase in the number of offices and increased business
in existing offices. HealthCare Division revenues decreased due to the sale of
the HealthCare Division at the end of the third quarter of 1997.

GROSS PROFIT. Gross profit increased 50.0% to $527.1 million from $351.4
million in the prior year. Gross profit margin was 32.8% compared with 30.6% in
fiscal 1996. This increase was principally due to the acquisition of the
higher-margin business of Michael Page, partially offset by the elimination of
higher gross profit generated by the HealthCare Division which was sold at the
end of the third quarter of 1997.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses increased 49.0% to $363.2 million from $243.7 million in
the prior year period. Selling, general and administrative expenses as a
percentage of revenues were 22.6% compared to 21.2% a year ago due to the higher
costs associated with Professional Services. These higher gross margin
businesses have higher operating expenses than the Company's Commercial Staffing
business.

LICENSEE COMMISSIONS. Licensee commissions increased 14.2% to $45.1 million
from $39.5 million in the prior year period and is consistent with the growth in
licensee revenues. Licensee commissions as a percentage of total revenues
decreased from 3.4% to 2.8% due to licensee revenue becoming a smaller portion
of overall revenue.

AMORTIZATION OF INTANGIBLES. Amortization expense increased 110.1% to $18.5
million from $8.8 million in the prior year period reflecting the increase in
intangible assets arising from acquisitions, primarily Michael Page.

INTEREST EXPENSE. Interest expense increased 326.1% to $24.3 million from
$5.7 million in 1996. This resulted from increased borrowings for acquisitions,
primarily Michael Page. The Company had average borrowings outstanding during
1997 of $361.2 million and accrued an average interest rate of 6.9%. See
"--Liquidity and Capital Resources--Financing".

TAXES ON EARNINGS. The effective tax rate for 1997 was 47.8% compared with
49.0% last year. The 1997 effective rate includes an approximate 100% effective
rate on the $5.3 million HealthCare Division sale gain due to a lower tax basis
than book basis in this business. Last year's high rate resulted from a large
portion of the 1996 merger expense being nondeductible. The effective tax rates
excluding these two unusual items were 44.2% and 43.0% for the years ended
December 26, 1997 and December 27, 1996, respectively. The increase in the
effective rate, excluding unusual items, resulted from higher levels of
non-deductible goodwill in 1997.

NET EARNINGS. Net earnings excluding merger expenses increased 39.1% to
$42.5 million ($1.05 per diluted share) from $30.6 million ($0.91 per diluted
share) in the prior year period. This represents a 15.4% increase in per share
earnings. Including merger expenses, net earnings increased 84.7% to $42.5
million ($1.05 per diluted share) from $23.0 million ($0.69 per diluted share)
in the prior year period. The weighted average number of shares used in the per
share calculation (as adjusted for the dilutive impact of common stock
equivalents) increased to 40,407,000 from 33,418,000 in the prior year period,
primarily due to the additional shares issued as a result of the public offering
on October 17, 1996.

FISCAL 1996 COMPARED TO 1995

REVENUES. Revenues in 1996 increased 32.7% to $1,147.2 million from $864.2
million in the prior year. Professional Services revenues increased 123.5%
reflecting significant IT acquisitions and internal growth. Commercial Staffing
revenues increased 16.9% reflecting the expansion of the Interim On-Premise
program and an increase in the number of offices and services provided.
HealthCare Division revenues increased 11.3% due to increases in the number of
offices and expansion of occupational health and physicians services.

19
<PAGE>
GROSS PROFIT. Gross profit increased 33.1% to $351.4 million from $264.1
million in the prior year period. Gross profit margin was 30.6%, the same as
1995. Although the Company added revenues of higher gross profit business
through acquisitions and increases in the Professional Services, this was offset
by a decline in franchise royalties as a percent of total Company revenue and an
increase in the percentage of Commercial Staffing, which generally have lower
gross profit margins.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses increased 37.6% to $243.7 million from $177.1 million in
the prior year period. Selling, general and administrative expenses as a
percentage of revenues were 21.2% compared with 20.5% in 1995 due to the higher
relative costs associated with Professional Services.

LICENSEE COMMISSIONS. Licensee commissions increased 5.9% to $39.5 million
from $37.3 million in the prior year period and consistent with the growth in
licensee revenues. Licensee commissions as a percentage of revenues decreased
from 4.3% to 3.4% due to the Company purchasing several license operations, one
licensee converting to a franchise and slower general growth of licensee
revenues compared with branch revenue growth.

AMORTIZATION OF INTANGIBLES. Amortization expense increased 27.9% to $8.8
million from $6.9 million in the prior year period reflecting the increase in
intangible assets arising from acquisitions.

INTEREST EXPENSE. Interest expense increased to $5.7 million from $1.0
million in the prior year; average borrowings during the year were $102.2
million and the Company accrued an average effective interest rate of 6.2%
compared to average borrowings of $22.3 million and an average effective
interest rate of 6.6% in 1995.

TAXES ON EARNINGS. The effective tax rate of 49.0% in 1996 resulted from a
large portion of merger expenses, recorded in the first half of 1996, being
nondeductible. The effective tax rate, excluding the effects of nonrecurring
merger expenses, was 43.0% compared with 43.2% in the prior year. The decline in
the effective tax rate is due primarily to higher earnings in proportion to the
level of nondeductible intangibles.

NET EARNINGS. Net earnings excluding merger expenses increased 28.8% to
$30.6 million ($0.91 per diluted share) from $23.7 million ($0.76 per diluted
share) in the prior year period. This represents a 19.7% increase in per share
earnings. Including merger expenses, net earnings decreased 3.0% to $23.0
million, ($0.69 per diluted share) from $23.7 million ($0.76 per diluted share)
in the prior year period. The weighted average number of shares used in the per
share calculation (as adjusted for the dilutive impact of common stock
equivalents) increased to 33,418,000 from 31,324,000 in the prior year period,
primarily due to the additional shares issued as a result of the secondary
public offering on October 17, 1996.

LIQUIDITY AND CAPITAL RESOURCES

CASH FLOW

Historically, the Company has financed its operations through cash generated
by operating activities and bank lines of credit. The Company's principal uses
of cash are funding acquisitions, capital expenditures, working capital needs
and repayment of debt. The nature of the Company's business requires payment of
wages to its flexible staff on a weekly, or bi-weekly basis, while payments from
clients are generally received 30-60 days after billing.

Cash provided by operating activities in 1997 was $57.8 million compared
with cash used by operations in 1996 of $6.1 million and cash provided by
operations in 1995 of $6.6 million. Higher operating cash flow in 1997 resulted
from increased earnings, amortization and depreciation combined with an increase
in accounts payable and accrued liabilities. Reduced cash flow from operating
activities

20
<PAGE>
in both 1996 and 1995 resulted from lower levels of earnings, depreciation and
amortization. Operating cash flow in 1996 was also impacted by higher receivable
levels due to increases in days sales outstanding and $7.6 million (after-tax)
of merger expenses paid.

Net cash provided by operating activities was $0.8 million and $8.0 million
in the first quarter of 1998 and 1997, respectively. Lower cash flow from
operating activities in 1998 resulted from a reduction in accounts payable and
accrued liabilities during 1998 compared with an increase in 1997. The increase
in 1997 was partially offset by higher other assets due to the increase in a
long-term receivable associated with a new major customer contract. The decrease
in 1998 resulted from the timing of the Company's 1997 fiscal year-end, and tax
and annual incentive payments in the first quarter of 1998.

Investing activities used $474.7 million in 1997 primarily due to the
acquisition of Michael Page partially offset by the proceeds from the sale of
the HealthCare Division. The Company obtained funds from borrowing under a
multi-currency credit facility for the acquisition of Michael Page. See further
discussion in Financing below. Proceeds from the sale of the HealthCare
Division, net of transaction costs, and operating cash flow were used to reduce
these borrowings, leaving $413.0 million of debt outstanding at December 26,
1997. Investing activities in 1996 and 1995 included $12.0 million and $99.0
million, respectively, of other acquisitions, the most significant of which was
the acquisition of the Computer Power Group for $71 million in 1995.

Investing activities in 1997 included $24.9 million of capital expenditures
compared with $33.0 million in 1996 and $11.3 million in 1995. Capital
expenditures in 1997 were for new computer hardware and software, new office
furniture and fixtures and the completion of the Company's corporate
headquarters. Capital expenditures in 1996 were for the expansion of the
Company's headquarters and to upgrade and expand the area of information
technology. The Company anticipates continued expenditures to develop and
upgrade many of its information technology systems. Management expects
expenditures in 1998 to approximate 1997 levels.

Investing activities used $67.0 million and $117.9 million in the first
quarter of 1998 and 1997, respectively, primarily related to acquisitions. In
the first quarter of 1998, the Company acquired several Professional Services
businesses in accounting, banking and finance and completed the Crone Corkill
acquisition. In the first quarter of 1997, the Company acquired AIM and funded
the initial investments in Michael Page.

On October 17, 1996, the Company completed a public offering of 8.5 million
shares (7.9 million shares sold by the Company) of common stock at $21.63 per
share. Net proceeds to the Company were approximately $163.1 million, of which
$131.7 million was used to repay borrowings under the Company's credit
facilities.

The Company intends to continue to make strategic acquisitions to grow its
business. Funding for these acquisitions will come from: (i) internally
generated funds; (ii) borrowings on the Company's credit facility and (iii)
raising additional capital.

FINANCING

The Company has available a $535.9 million multi-currency credit agreement
entered into as of May 1, 1997 and amended as of June 2, 1997. Outstanding
borrowings at December 26, 1997 under this agreement were a $176.7 million term
loan, a $219.5 million revolving loan and $16.8 million in loan notes to prior
shareholders of Michael Page. The term loan is denominated in U.S. dollars while
the revolving loans are denominated in U.S. dollars and British pounds sterling.
Borrowings under this facility are unsecured. The credit facility is available
to fund the Company's acquisitions, to supply working capital and to provide for
general corporate needs. Interest rates on amounts outstanding under the
Company's credit facilities are based on LIBOR plus a variable margin. The
facilities contain customary covenants, which include the maintenance of certain
financial ratios including minimum net

21
<PAGE>
worth, restrictions on the incurrence of liens and additional indebtedness. In
addition, the Company has established short-term, unsecured, uncommitted lines
of credit with certain banks. These lines of credit are based on LIBOR and are
available to fund the Company's short-term capital requirements. No amounts were
outstanding under these agreements at December 26, 1997.

There was approximately $120.0 million available for future borrowings under
these agreements at December 26, 1997.

IMPACT OF THE YEAR 2000 ISSUE

The year 2000 issue is the result of computer applications being written
using two digits rather than four to define the applicable year. Any of the
Company's computer programs that have date-sensitive software may recognize a
date using "00" as the year 1900 rather than the year 2000. This could result in
a system failure or miscalculations causing disruptions of operations,
including, among other things, a temporary inability to process transactions,
send invoices or engage in similar normal business activities.

Based on a recent assessment, the Company determined that it will be
required to upgrade certain application systems to ensure operability after the
year 1999. However, the Company's most significant internally developed systems
will require modest remediation to be fully ready for year 2000. As such, most
of the systems activity that must take place entails upgrading purchased
application systems. The Company believes that these upgrades will take place in
the ordinary course of business without significant incremental cost. Experts
from the Interim Technology Consulting Group's year 2000 practice will be
utilized to augment internal activities in the assessment and testing phases of
the project.

The Company plans to complete its year 2000 upgrade in a timely manner. The
Company does not foresee substantial incremental costs as most of the
applications that are not currently year 2000 compliant are purchased third
party software packages. The vendors of those products have announced year 2000
upgrade versions scheduled to be available in the first half of 1998. The costs
of these upgrades are included as part of the ongoing maintenance fees. In
addition, the Company is discussing with its vendors and customers the
possibility of any difficulties which may affect the Company as a result of its
vendors and customers ensuring that their computer systems and software are year
2000-compliant. To date, no significant concerns have been identified. However,
there can be no assurance that no year 2000 related computer operating problems
or expenses will arise with the Company's computer systems and software or in
the computer systems and software of the Company's vendors and customers. The
Company's IT Consulting Group performs work for clients to assist them in
modifying their computer systems and software to make them year 2000-compliant.
Generally, this work is performed under the direction and supervision of the
client and without warranties as to results or usability. Accordingly, the
Company does not believe that it will incur any material liabilities to clients
for its work on their year 2000 projects.

INFLATION

The effects of inflation on the Company's operations were not significant
during the periods presented in the financial statements.

FOREIGN OPERATIONS

With the acquisition of Michael Page, the Company has significantly expanded
its business outside of North America. The results of operations of Michael Page
are included within the Professional Services Group. The Company also has
Commercial Staffing operations in The Netherlands. In 1997, revenue and
operating earnings (before interest and taxes, and gain on sale of the
HealthCare Division) from foreign operations were $251.2 million and $39.5
million, respectively. There are currently no legal restrictions regarding the
repatriation of cash flows from these foreign operations.

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<PAGE>
SEASONALITY AND CYCLICALITY OF BUSINESS

The Company's businesses are not seasonal in nature, but the staffing
business has historically been considered to be cyclical, often acting as a
coincidental indicator of both economic downswings and upswings. However, the
balance between Professional Services and Commercial Staffing Services should
help reduce the impact of cyclicality. The acquisition in 1997 and growth of AIM
which specializes in outplacement should also mitigate the impact of cyclicality
as outplacement growth rates amplify during a slower economy, offsetting other
services which may be more sensitive to economic declines. As a result of
general shifting of employment patterns and the growth in Interim On-Premise,
the Company believes it may become less cyclical. Finally, the Company's
presence in 12 countries may reduce cyclicality based on management's belief
that the economies of every country will not suffer economic downturns
simultaneously. No single customer accounts for more than 2% of the Company's
sales.

OTHER

In June 1997, Statement of Financial Accounting Standards ("SFAS") No. 130,
"Reporting Comprehensive Income," was issued. SFAS No. 130 establishes standards
for reporting and display of comprehensive income and its components (revenues,
expenses, gains and losses) in a full set of general-purpose financial
statements. SFAS No. 130 requires that all items that are required to be
recognized under accounting standards as components of comprehensive income be
reported in a financial statement that is displayed with the same prominence as
other financial statements. SFAS No. 130 is effective for fiscal years beginning
after December 15, 1997. Reclassification of financial statements for earlier
periods provided for comparative purposes is required. The Company will adopt
this standard in 1998.

In June 1997, SFAS No. 131, "Disclosures about Segments of an Enterprise and
Related Information", was issued. SFAS No. 131 establishes standards for the way
that public companies report selected information about operating segments in
annual financial statements and requires that those companies report selected
information about segments in interim financial reports issued to shareholders.
SFAS No. 131 also establishes standards for related disclosures about products
and services, geographic areas, and major customers and supersedes SFAS No. 14,
"Financial Reporting for Segments of a Business Enterprise". SFAS No. 131 is
effective for financial statements for periods beginning after December 15,
1997. The Company has historically reported its information under one segment.
This standard will require the Company to report financial information
consistent with how the business is managed. The Company will adopt this
standard in 1998.

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BUSINESS

COMPANY OVERVIEW

The Company provides services in two primary groups: (i) the Professional
Services Group, which offers a comprehensive range of consulting, staffing,
outplacement and placement services in the areas of information technology,
legal, accounting, banking and finance and human resources, and (ii) the
Commercial Staffing Group, which offers workforce management and clerical,
administrative and light industrial staffing services. Professional Services and
Commercial Staffing Services each represented approximately 50% of the Company's
pro forma revenues at the end of fiscal 1997. The Company believes that it is
one of the five largest worldwide providers of Professional Services, and one of
the ten largest worldwide providers of staffing services, based on revenues.

Since the IPO, the Company's network of offices in its Professional Services
and Commercial Staffing Groups has nearly doubled, from 373 offices in North
America to 733 offices in 12 countries at the end of the first quarter of 1998.
The Company's revenues from Professional Services and Commercial Staffing
Services increased from $537.0 million in fiscal 1994 to $1.4 billion in fiscal
1997 ($1.5 billion on a pro forma basis). This growth has been accomplished
through strategic acquisitions, internal growth and by capitalizing on
cross-selling opportunities. During this period, the Company acquired 18
companies providing staffing, consulting and employment services through
approximately 161 offices, representing over $550 million of acquired revenues,
$496 million of which were from Professional Services. In April 1997, the
Company acquired Michael Page, a premier international recruiting and staffing
company specializing primarily in accounting, banking and finance, currently
with 51 offices located throughout Europe and the Asia Pacific region. The
acquisition of Michael Page, the Company's largest acquisition to date, has
provided the Company with a strong international presence, substantial growth in
its higher-margin Professional Services business, enhanced cross-selling
opportunities and access to a worldwide customer base.

INDUSTRY OVERVIEW

The global staffing services industry has experienced significant growth in
response to the changing work environment worldwide. According to Eurostat, the
European Commission's statistical body, the total staffing services market in
developed economies had revenues of approximately $94 billion in 1995 (the
latest available data). The focus of the staffing industry is changing from
employers' traditional use of staffing services to manage personnel costs and
meet fluctuating staffing requirements to the reduction of administrative
overhead by outsourcing human resources operations that are not part of their
core business competencies. The use of flexible staffing services has allowed
employers to improve productivity, to outsource specialized skills and to avoid
the negative effects of layoffs. Rapidly changing regulations concerning
employee benefits, insurance and retirement plans, as well as the high cost of
hiring, laying off and terminating permanent employees has also prompted many
employers to take advantage of the flexibility offered through temporary and
contract staffing arrangements. In addition to the economic conditions driving
staffing industry growth, the Company believes that changing demographics of the
workforces of developed economies and evolving attitudes concerning work
patterns also contribute to growth in the staffing industry. These trends have
accelerated with the pace of technological change and greater global competitive
pressures.

The U.S. remains the largest and most important staffing service market in
the world. According to STAFFING INDUSTRY REPORT, U.S. staffing industry
revenue, including temporary help, placement, search and outplacement, grew from
approximately $29.3 billion in 1992 to approximately $65.0 billion in 1997,
representing a compound annual growth rate of 17.3%. The National Association of
Temporary and Staffing Services has estimated that more than 90% of all U.S.
businesses utilize staffing services. Also,

24
<PAGE>
the U.S. Bureau of Labor Statistics has stated that penetration of the U.S. work
force by temporary and contract workers has increased from approximately 0.4% in
1982 to approximately 1.9% in 1996. One of the fastest growing sectors for the
staffing services industry, as well as for the Company, is information
technology. According to the STAFFING INDUSTRY REPORT, 1996 revenue for this
sector in the U.S. is estimated to have been $11.7 billion, a 27.2% increase
over 1995, and is estimated to have grown to $14.9 billion in 1997, representing
a compound annual growth rate of 23.9% since 1992. In addition, revenues for
other professional level staffing, including accounting, finance and legal, were
estimated to have grown from $1.8 billion in 1992 to $6.1 billion in 1997,
representing a compound annual growth rate of 27.6%. The Company believes that
Professional Services requires longer-term, more highly-skilled personnel
services and, therefore, offers the opportunity for higher profitability than
the Commercial Staffing Services because of the value-added nature of
professional and technical staffing personnel.

The U.K. is the second largest national staffing services market in the
world. Staffing industry revenue in the U.K. grew from approximately $8.9
billion in 1992 to approximately $22 billion in 1996, representing a compound
annual growth rate of 25.4%. According to Eurostat, the U.K. had the highest
penetration rate of temporary and contract workers in the world in 1995 (the
latest available data), at approximately 3.3%. Demographic indicators produced
by the U.K. Institute for Employment Studies predict a return to labor shortages
in the U.K., particularly in technical and skilled sectors. This shortage is
expected to result from a shrinking labor pool coupled with continued demand for
specialized skills. While a shrinking labor pool may reduce the number of
suitable candidates for the Company to place with its clients, it may also
increase the demand for the Company's specialized recruiting skills. The Company
believes that these factors, as well as the continued relatively rapid growth in
the service sector, should increase the opportunities to place workers in the
U.K.

The total staffing services market in the European Union (excluding the
U.K.) during 1995 (the latest available data) was estimated by Eurostat to be
approximately $24.0 billion, with France, Germany, The Netherlands and Belgium
accounting for over 90% of such market. The continental European staffing
services industry is currently characterized by discrete domestic markets that
have no significant cross-border contact. Between 1992 and 1995 (the latest
available data), the staffing services industry grew at compound annual rates of
11.8% in France, 12.9% in Germany, 13.4% in The Netherlands and 11.4% in
Belgium. In many other European countries, the staffing services industry has
only recently begun to develop. The European Commission has noted trends towards
deregulation and greater labor market flexibility which the Company believes
will increase the use of temporary and contract labor throughout Europe. For
example, Spain, Sweden and Italy have recently enacted legislation that
eliminated or modified laws which had previously significantly restricted or
prohibited the operations of private staffing services companies. In the
emerging markets of Eastern Europe, the Company believes that demand for
staffing services is increasing as a result of deregulation of certain local
labor laws and increasing economic development.

In certain countries in the Asia Pacific region, particularly Australia, the
staffing service industry is well developed, and the Company believes that
opportunities exist for expansion in both Professional Services and Commercial
Staffing Services.

The staffing services market in most countries in which the Company operates
is highly fragmented and includes a large number of small businesses, many of
which operate in a single geographic market. This fragmentation, combined with
changing client demands and competitive pressures, has resulted in a trend
towards industry consolidation. This consolidation is being driven by, among
other things, client demands for "one-stop shopping" from staffing providers.
Faced with a desire to minimize the number of vendors, coupled with the need for
sophisticated management information systems, the growth of national or global
relationships and the expansion of professional level specialties, clients have
begun to demand the services of large staffing companies capable of offering a
full range of staffing services over a broad geographic area. This ability has
been particularly important in fulfilling the needs of large regional, national
and international accounts. Within this more competitive environment, smaller
companies may have difficulties competing due to limited service offerings,
geographic concentration and lack

25
<PAGE>
of sufficient working capital and management resources. As a result, many
smaller companies have been acquired in recent years and the Company believes
that small and mid-sized staffing companies are becoming increasingly responsive
to acquisition proposals by larger firms, such as the Company. Furthermore, the
Company believes that consolidation may also occur among larger regional and
national companies.

BUSINESS STRATEGY

The Company's goal is to drive revenue and earnings growth by delivering
innovative integrated human resources solutions worldwide through its
consultative approach to workforce management. The Company intends to achieve
this goal through a growth strategy that includes strategic acquisitions, with
particular emphasis in its higher-margin Professional Services businesses,
opening new offices in existing and new geographic markets and continued
development of its client base by capitalizing on cross-selling opportunities.
This growth strategy is complemented by an operating strategy of offering a
comprehensive range of innovative services under common brands through
decentralized, entrepreneurial offices providing specialized expertise. Through
the implementation of the Company's strategy, EBIT as a percentage of revenues
for Professional Services and Commercial Staffing Services increased from 2.3%
in fiscal 1993 to 6.2% (6.5% on a pro forma basis) in fiscal 1997.

The key elements of the Company's strategy are:

CONTINUE TO EXPAND THROUGH ACQUISITIONS. The Company believes that there
is an opportunity to acquire additional companies consistent with its
business strategy because of the highly fragmented nature of the staffing
industry and the pressures of increased competition. The Company intends to
continue to make complementary acquisitions that can be integrated into
existing operations, as well as strategic acquisitions that provide entry
into new geographic markets or service lines. This acquisition strategy
focuses on strong, well managed staffing and consulting companies
domestically and internationally. The Company has a proven track record of
successfully acquiring companies, integrating them within the Company's
existing operations and producing growth rates of acquired companies in
excess of their historical performance. Since the IPO, the Company has added
approximately 161 offices and over $550 million in revenues through
acquisition.

MAINTAIN STRONG ORGANIC GROWTH. A significant portion of the Company's
growth has resulted from internal expansion, which includes new office
openings and development of existing offices. The Company intends to
continue to add offices by expanding into new geographic markets, both
domestically and internationally, and to open new offices in existing
markets to increase the range of services offered in such markets. New
office openings are jointly planned by corporate and local management based
upon various criteria, including market demand, availability of quality
candidates and whether a new office would complement or broaden the
Company's current geographic network or service offerings. The Company also
believes that it has been able to accelerate the growth of existing offices
by capitalizing on cross-selling opportunities. To this end, the Company's
integration managers focus on facilitating cross-selling opportunities on a
regional basis. The Company opened 199 offices from the date of the IPO
through the end of the first quarter of 1998.

PROVIDE A COMPREHENSIVE RANGE OF SERVICES. The Company believes that a
significant demand exists from current and prospective clients to procure a
substantial portion of their human resources solutions from a single
company, thereby enabling them to assess and deploy personnel more
efficiently and productively. Accordingly, the Company seeks to be regarded
by its clients as their human resources partner and is committed to
developing a broad range of innovative, value-added human resource solutions
to meet their evolving needs on a worldwide basis. Since the IPO, the
Company has significantly increased the range of services offered, moving
from solely providing flexible staffing services to offering a full range of
Commercial and Professional Services. The higher-margin Professional
Services include workforce management, recruitment, consulting and
outplacement services in the fields of information technology, law,
accounting, banking and finance.

26
<PAGE>
The Company believes that Professional Services may be less cyclical and
provide attractive cross-selling opportunities for other Interim offices.

PROVIDE INNOVATIVE PRODUCTS AND SERVICES. By taking a consultative
approach to client needs, the Company has developed innovative, value-added
services that help clients better manage their human assets. Interim
On-Premise utilizes proprietary software that provides "qualitative"
measurement of performance, quantitative analysis of staffing efficiencies
and customized reporting. The Company's "interim.com" website contains
employment information that can be used by both candidates and clients, and
was made part of the Smithsonian Institution's Permanent Research Collection
on Information Technology Innovation. In addition, the Company conducted a
nationwide survey with Louis Harris and Associates to identify emerging
workforce trends to assist clients in human resource planning.

UTILIZE ADVANCED RECRUITMENT METHODS. The Company has added new
techniques to successfully recruit and retain candidates. Through five
recruitment centers in Europe, Asia and South Africa, Interim recruits
professionals, predominantly to the U.S., to fill a shortage of skills. In
addition, Interim was the first company in the staffing industry to
implement national television advertising featuring a toll-free number
(1-800-A-CAREER) and full-page Wall Street Journal advertising for
managerial and executive positions. Recruitment efforts are globally
supported by both Internet and Intranet-based technology and a developing
central candidate database that will allow the Company to maintain contact
with candidates throughout the duration of their careers. Once a candidate
is employed, the Company focuses on training to maintain or enhance skills
and offers certain employees full-time salaries, benefits and participation
in the Company's employee benefit plans as a form of retention.

LEVERAGE BRAND IDENTITY. Interim is one of a small number of staffing
companies which provide Commercial Staffing Services and Professional
Services under the same brand name. This maximizes cross-selling
opportunities (e.g., Interim Technology, Interim Accounting Professionals,
Interim Legal Services, Interim Attorneys, Interim Personnel, etc.). Through
this common branding, the Company and its franchisees and licensees are
better able to benefit from national media advertising. The Company also
benefits from brand name recognition of certain of its subsidiaries
including Michael Page, a premier recruitment organization focusing on the
placement of finance professionals internationally, has established strong
name recognition within the world's largest financial markets and The
Stratford Group, the Company's executive search business specializing in the
recruitment of high-level executives, benefits from name recognition among
senior management.

DELIVER SERVICES THROUGH SPECIALIZED OFFICES SUPPORTED BY DECENTRALIZED
STRUCTURE. The Company's businesses are operated to be responsive to local
business practices and market conditions. The Company believes that its
existing and potential clients choose service providers largely on the basis
of brand awareness and local specialized expertise. Each of the Company's
offices are organized on this basis, thereby providing clients with
perceived value and enhanced services by enabling them to deal with Interim
representatives who "speak their language" and understand their specialized
human resources requirements. Further, all Interim managers are compensated
based on profits generated within their scope of responsibility and
cross-selling activities, and they are responsible for their own hiring,
pricing, business mix and local promotion. The Company believes that this
(i) allows the Company to capitalize on its managers' knowledge of local
business conditions and markets, (ii) makes the Company more attractive to
acquisition candidates, (iii) allows for a smooth transition of acquired
businesses and (iv) enables local operating company managers to develop
long-term relationships with key decision makers at both existing and
potential clients.

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<PAGE>
ACQUISITIONS

The Company's corporate management team has extensive experience in
identifying acquisition candidates and integrating acquired operating companies
into the Company's international network. The Company believes its
decentralized, entrepreneurial management structure facilitates its efforts to
acquire branded staffing companies seeking alliances with an
internationally-focused provider of a broad range of staffing services.

During 1997, the Company acquired two companies which have considerably
advanced the Company's objective to grow the Professional Services Group:
Michael Page, a premier international recruiting and staffing company
specializing in accounting, banking and finance, currently with 51 offices
located in the U.K., France, The Netherlands, Italy, Germany, Australia, Hong
Kong, Singapore, Spain, New Zealand and the U.S., and AIM, a leading provider of
outplacement and career consulting services in the U.S. Since the IPO, the
Company has acquired 18 companies providing staffing, consulting and employment
services through approximately 161 offices, representing approximately $551.0
million in acquired revenues. In addition to external acquisitions, Interim
usually purchases franchise and license operations which are for sale. The
Company is generally the purchaser of choice when an Interim franchisee or
licensee decides to sell its business. The Company has a first right of refusal
on any franchise sale at the same terms and conditions as may be agreed with
another purchaser and has a standard purchase option on licenses. Overall,
Company-owned branches yield higher profits than franchised or licensed offices,
and the Company therefore believes that the purchase of these offices is
accretive to overall earnings. The Company regularly evaluates potential
acquisitions of companies that can be integrated into existing operations and
strategic acquisitions that provide entry into new geographic markets or service
lines. Certain information related to external acquisitions is summarized in the
following table.

<TABLE>
<CAPTION>
NUMBER REVENUES
ACQUISITION OF IN
ACQUIRED COMPANY DATE OFFICES(1) MILLIONS(2) PRIMARY SERVICES
- ------------------------------------ ----------- ---------- ------------- ------------------------------------
<S> <C> <C> <C> <C>
PROFESSIONAL SERVICES GROUP
Smyth, Fuchs & Company.............. 3/98 5 $ 2.5 Outplacement
2 5.0 Accounting Staffing & Placement
Network Companies, Inc.............. 2/98
de Recat & Associates, Inc.......... 1/98 3 3.5 Outplacement
3 14.6 Accounting Staffing & Placement
A.J. Burton Group, Inc.............. 1/98
Feldt Personnel Consultants......... 10/97 1 0.5 Accounting Staffing & Placement
Mainstream Access................... 4/97 16 5.7 Outplacement
Michael Page Group PLC.............. 4/97 40 220.0 Accounting & Finance Staffing &
Placement
AIM................................. 3/97 17 35.2 Outplacement, Staffing & Placement
Brandon Systems..................... 5/96 32 89.0 IT Staffing
Of-Counsel.......................... 5/96 1 1.0 Attorney, Paralegal & Legal
Secretary Staffing
Computer Power Group................ 12/95 17 81.0 IT Consulting and Staffing
Hernand & Partners.................. 11/95 3 2.7 Attorney Staffing
Juntunen............................ 10/95 2 13.6 Placement, HR Consulting and
Staffing
OCS Services Group.................. 6/95 5 16.1 IT Consulting and Staffing
Career Associates/Career Temps...... 6/95 5 5.6 Accounting Staffing and Placement
COMMERCIAL STAFFING GROUP
Crone Corkill....................... 3/98 2 38.4 High Level Administrative Staffing
Allround/Interplan.................. 11/96 6 15.0 Traditional Staffing
ICS Temporary Services.............. 12/94 1 1.6 Traditional Staffing
---------- -------------
Total....................... 161 $ 551.0
---------- -------------
---------- -------------
</TABLE>

- ------------------------

(1) Office count at time of acquisition.

(2) Revenues shown for 1995 and 1994 acquisitions reflect annualized results for
the year. 1998, 1997 and 1996 acquisitions reflect revenues for the 12
months prior to acquisition.

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<PAGE>
DESCRIPTION OF OPERATIONS

The Company provides its decentralized field operations with centralized
national and international support in training, information technology,
recruitment, marketing and sales. This includes national television advertising
aimed at building brand identity and recruiting candidates, centralized
candidate databases and expansive internet and intranet communication abilities.
In addition, back office support includes: centralized payroll, billing,
receivables management, risk management, legal services and cash management.
Corporate staff, as well as integration managers in key markets, are dedicated
to supporting cross-selling activities and national/international account
management and expansion. Business units that pass revenue-generating leads to
other business units are rewarded with a corporate-paid fee. This approach
facilitates an environment of high communication among offices, unifies
strategic initiatives and capitalizes upon multinational resources.

The Company provides skills in two primary groups: the Professional Services
Group and the Commercial Staffing Services Group. Each group offers a
comprehensive range of skills to fulfill client requirements and are described
below.

THE PROFESSIONAL SERVICES GROUP

The Professional Services Group offers a comprehensive range of consulting,
staffing, outplacement and placement services in the areas of IT, legal,
accounting, banking and finance and human resources. The Company's total
revenues in fiscal 1997 from Professional Services were $675.0 million,
representing an increase of approximately $366.3 million or 118.7% from fiscal
1996.

ACCOUNTING AND FINANCE. Through the acquisition of Michael Page and the
growth of Interim Accounting Professionals, the Company provides accounting,
banking and finance staffing and placement services worldwide. Michael Page
specializes in recruiting and staffing in areas such as mergers and
acquisitions, corporate finance and funds management. Michael Page operates in
major financial centers across the globe, including London, Paris, Frankfurt,
Amsterdam, Hong Kong, Singapore and Sydney and in 1997, opened its first office
in New York. As a result of the Michael Page acquisition, Interim is the second
largest provider of recruiting and staffing services in the accounting, banking
and financial areas worldwide. In addition, Michael Page provides Interim with a
global presence to grow its On-Premise and traditional staffing businesses.
Interim Accounting Professionals provides accounting and finance personnel at
all levels including bookkeepers, degreed accountants, certified public
accountants, auditors and controllers. Clients include corporate accounting
departments, small businesses and accounting firms of every size. Interim
Accounting Professionals offers temporary and project staffing, temp-to-hire and
full-time placement capabilities.

INFORMATION TECHNOLOGY. Interim has built a leading information technology
consulting and staffing services group operating through 50 offices, of which 47
are in the U.S., two are in the U.K. and one is in Asia, as well as recruiting
centers in South Africa, Asia and The Netherlands. This business provides a
comprehensive scope of IT services including management consulting, staffing and
outsourcing services. Interim Technology services are subdivided into two
specialty offerings, Technology Consulting and Technology Staffing.

Technology Consulting specializes in the areas of software design,
maintenance, development, quality assurance, implementation and strategic IT
consulting. The Technology Consulting Group has separate practices to supply
specialized expertise in the areas of client/server development, legacy systems
support, network integration, software quality management, systems engineering
and technical communications, and provides IT services to Fortune 100 companies.
In addition, the Technology Consulting Group provides management, staffing, and
testing of year 2000 projects. Technology Consulting engagements are generally
longer term and are provided by highly trained full-time employees.

Technology Staffing provides operations-based staffing and support for IT
operations including help desk and data center operations, operations analysis,
communications, operations and PC support. The Technology Staffing Group also
offers a distinctive partnering service whereby its clients maintain

29
<PAGE>
complete strategic control of their information systems and data, but are
relieved of technology staffing and performance issues and thus benefit from the
traditional savings of outsourcing. This type of outsourcing service is
typically provided to clients under a contractual arrangement. The Technology
Staffing group generally provides large numbers of personnel for shorter
assignments.

LEGAL SERVICES. The Company's legal staffing offices provide attorneys,
paralegals, court reporters, litigation support and legal transcription services
predominantly to law firms and corporations. In addition, the Company operates a
"Depolab" at its corporate headquarters providing summarization, proofing,
editing and transcription services utilizing proprietary software that permits
law firms to have depositions summarized into 13 different formats. The
centralized Depolab concept enhances supervision, confidentiality and quality
control while making better use of human resources which would otherwise be
located in various local offices.

In 1997 the Company introduced Juris Partners, a product designed to be
similar to Interim On-Premise. Juris Partners is a comprehensive management
program designed to increase the effectiveness and cost-efficiency of a
company's legal support. Through Juris Partners, an on-site Interim manager
evaluates and manages a company's entire legal support function, supplying the
necessary staff and services including project staffing, litigation support,
document management and court reporting.

HUMAN RESOURCE SOLUTIONS. Interim HR Solutions offices provide skilled
professionals such as contract recruiters and human resource professionals for
project assignments and human resource consulting and project management at
client locations or on an outsourced basis. In addition, this group's expertise
ranges from organizational development and training to compensation, plan design
and benefits analysis.

RECRUITMENT. Interim provides nationwide searches for all levels of
employees, up to president and CEO. Retained searches are conducted for
executives and high-level managers, and contingency recruitment is available for
management and professional positions. Businesses rely on Interim to recruit
industry experts who will provide strategic direction and top management skills.
The search group has developed a blue chip client list, and has particular
expertise in the technology industry, working with virtually all of the leading
technology companies in the nation. Relationships are established with companies
at the highest levels when recruiting for executives and management. These
relationships serve as an excellent point of entry for a whole host of
additional Interim services including information technology, legal, accounting,
HR, clerical and light industrial.

CAREER CONSULTING. With nationwide capabilities, Interim manages projects
ranging from large-scale national restructurings to individual cases and is
ranked among the top five outplacement firms in the U.S. Interim provides career
management and outplacement services to help companies and their employees
address career transition and termination issues. Career Consulting services
provide career assessment and management, executive coaching, leadership
development and team alignment.

THE COMMERCIAL STAFFING GROUP

The Commercial Staffing Group offers services ranging from workforce
management to clerical, administrative and light industrial staffing.
Approximately 50% of the Company's total revenues at the end of fiscal 1997 were
derived from the Commercial Staffing Group.

INTERIM PERSONNEL. The traditional flexible staffing business consists of
providing a wide variety of clerical, administrative, assembly and light
industrial skills. In addition to supplying personnel to perform general office
tasks such as reception, copying and filing, the Company provides personnel who
are proficient in word processing, graphics, spreadsheets or database
management. In the light industrial area, Interim supplies personnel to perform
light industrial tasks such as electronic and precision assembly, PC board
assembly, packaging, shipping and receiving, warehousing, landscaping,
construction and equipment operation. The Company also offers full-time
placement of these skills.

30
<PAGE>
INTERIM ON-PREMISE. In 1992, the Company introduced a new staffing concept,
Interim On-Premise, whereby a client delegates management of its staffing needs
to the Company, allowing the client to focus on its core business activities.
On-Premise has evolved to include managing a client's entire workforce, a
significant portion of which may be permanent staff. To better serve its
On-Premise clients, the Company has developed proprietary software that is
designed to facilitate managing the productivity of personnel at the client's
work site. On-Premise offices are predominantly Company-owned. Since the concept
was introduced, revenues from On-Premise clients have grown to 30% of the
Commercial Staffing Group's revenues for fiscal 1997.

The Company has found that Interim On-Premise clients, who had typically
utilized Commercial Staffing Services, are very receptive to other Interim
services, particularly in the Professional Services area. On-Premise managers
are well positioned to enhance established relationships with key people at
client organizations and, as a result, introduce Professional Services.
Conversely, Professional Services' employees often can identify instances where
clients need additional staffing services and introduce Interim On-Premise.
These clients have also sought to expand the Interim On-Premise service into
their international operations. Management believes the Company's geographic and
service breadth provide a strong competitive advantage in securing such
broad-reaching assignments. Additionally, once in place, clients are reluctant
to terminate their on-premise arrangements, having become dependent on Interim's
knowledge, productivity and proprietary software.

OFFICE STRUCTURE

Interim offices are Company-owned, franchised and licensed. Most offices
serve multiple clients in their respective geographic area, with the exception
of Interim On-Premise sites, which are established at the client's location to
serve only that client. The Company believes that it can better leverage
profitability through its branch locations. The Company originated as a
franchise organization. Currently 83% of revenues are derived from Company owned
operations and the Company does not intend to add

31
<PAGE>
additional franchises. The following table details the number of offices which
are Company-owned, franchised and licensed as of the end of the periods listed.

<TABLE>
<CAPTION>
FISCAL YEAR ENDED
-----------------------------------------
<S> <C> <C> <C>
DECEMBER
NUMBER OF OFFICES 1997 1996 1995
- ------------------------------------------------------------------ ----- --------------- -----
BRANCH OFFICES
Commercial Staffing Group......................................... 218 191 159
Professional Services Group....................................... 181 92 79
HealthCare Division............................................... -- 113 104
--- --- ---
Total Branch Offices.......................................... 399 396 342
--- --- ---
FRANCHISED OFFICES
Commercial Staffing Group......................................... 136 131 123
Professional Group................................................ 3 3 2
HealthCare Division............................................... -- 285 289
--- --- ---
Total Franchised Offices...................................... 139 419 414
--- --- ---
LICENSED OFFICES
Commercial Staffing Group......................................... 150 160 163
Professional Services Group....................................... 18 16 11
HealthCare Division............................................... -- 7 10
--- --- ---
Total Licensed Offices........................................ 168 183 184
--- --- ---
TOTAL OFFICES
Commercial Staffing Group......................................... 504 482 445
Professional Services Group....................................... 202 111 92
HealthCare Division(1)............................................ -- 405 403
--- --- ---
TOTAL OFFICES................................................. 706 998 940
--- --- ---
Less HealthCare Division.......................................... -- 405 403
--- --- ---
TOTAL EXCLUDING HEALTHCARE DIVISION......................... 706 593 537
--- --- ---
--- --- ---
</TABLE>

- ------------------------

(1) The Company sold the HealthCare Division in September 1997.

COMPANY-OWNED OFFICES

As of December 26, 1997, the Company operated 399 branch offices. Branch
office expansion is generally pursued in markets where Interim has an
established presence and is used to increase market penetration. Additional
expansion is achieved by establishing On-Premise operations at client sites. The
Company intends to continue to expand Company-owned branches in those locations
where it can "cluster" multiple offices in close geographic proximity to utilize
centralized regional and area management and other administrative functions,
which leverages growth and increases profitability.

LICENSED OFFICES

The Company grants licenses, which give the licensee the right to establish
a business utilizing the Company's trade names, service marks, advertising
materials, sales programs, operating procedures, manuals and forms within a
designated territory. As of December 26, 1997, the Company's 71 licensees
operated 168 licensed offices.

Licensees are required to observe the Company's operating procedures and
standards and act as a representative of the Company in recruiting, screening,
classifying, employing and placing flexible staff in response to client orders.
The licensee is responsible for establishing the office and paying related
administrative and operating expenses, such as rent, utilities and salaries of
full-time employees. The Company is responsible for paying the wages of the
flexible staff and all related payroll taxes and insurance. As a result, the
Company provides a substantial portion of the working capital needed for the
licensed businesses.

32
<PAGE>
Sales by the licensed offices are included in the Company's revenues, and
the direct costs of services are included in the Company's cost of services. The
licensee receives a commission from the Company, which generally is equivalent
to 75% of the licensed offices' gross profits. The licensee is required to
participate in the Company's national advertising program and use the Company's
billing, payroll and other data processing services for which a separate fee is
paid to the Company.

FRANCHISED OFFICES

The Company has been granting franchises for approximately 40 years. The
average tenure of commercial franchise ownership exceeds 17 years, and a number
of franchisees are second generation owners. Most franchisees operate more than
one franchise. As of December 26, 1997, the Company's 19 franchisees operated
139 offices. The Company does not intend to add any franchisees.

The Company grants franchisees the right to market and furnish commercial
staffing services within a designated geographic area using the Company's trade
names, service marks, advertising materials, sales programs, operating
procedures, manuals and forms. The Company provides franchises with its
national, regional and local advertising. Franchisees operate their businesses
autonomously within the framework of the Company's policies and standards and
recruit, employ and pay their own full-time and flexible staff. The Company
receives royalty fees from each franchise based upon its sales, and in return
supplies a variety of support and marketing services.

COMPETITION

The Company's largest competitors are Manpower, Inc., Adecco S.A., Kelly
Services, Inc., The Olsten Corporation, Norrell Corporation, Robert Half
International and AccuStaff, Inc. The Company believes that it is one of the ten
largest worldwide providers of staffing services and one of the five largest
worldwide providers of Professional Services, based upon revenue.

The Company believes that the primary competitive factors in obtaining and
retaining clients are the breadth of services provided as clients seek out
providers that can service all of their staffing needs. Additionally, other
critical competitive factors include the number and location of offices, an
understanding of clients' specific job requirements, the ability to provide
personnel in a timely manner and the ability to monitor the quality of job
performance. The primary competitive factors in obtaining qualified candidates
for employment assignments are quality of available opportunities, wages,
responsiveness to work schedules and number of hours of work available. The
Company believes it has a competitive advantage over its competitors because it
offers a wide range of services and broad availability of skills to its
customers worldwide.

EMPLOYEES

Interim employed more than 400,000 people in 1997, including the HealthCare
Division which was sold in September 1997. The Company estimates that it
assigned approximately 350,000 flexible personnel with its clients in 1997, of
whom approximately 70,000 were assigned, on average, at any given time. The
Company assigned approximately 25,000 people in permanent jobs. In addition, the
Company employs approximately 4,000 staff employees full-time in its national
and international operations.

33
<PAGE>
MANAGEMENT

The following table sets forth the names, ages and position with the Company
of its executive officers and key operating management employees.

<TABLE>
<CAPTION>
NAME AGE POSITION
- ---------------------------------- --- --------------------------------------------------
<S> <C> <C>
Raymond Marcy..................... 47 Chairman, President and Chief Executive Officer
Robert E. Livonius................ 49 Executive Vice President and Chief Operating
Officer
Roy G. Krause..................... 51 Executive Vice President and Chief Financial
Officer
John B. Smith..................... 58 Senior Vice President, Legal Counsel and Secretary
Robert Evans...................... 54 Vice President and Chief Information Officer
Ken Kilburn....................... 44 Vice President and Chief Administrative Officer
Terry Benson...................... 45 Chief Executive Officer -- Michael Page Group
Stuart N. Emanuel................. 54 President -- Interim Technology Consulting Group
Robert Miano...................... 48 President -- Interim Technology Staffing Group
Gary Peck......................... 45 President -- Commercial Staffing Group
</TABLE>

RAYMOND MARCY has served as the Company's Chairman since August, 1997, as
the Company's Chief Executive Officer since September 1991 and as the President
and a director since November 1989, as well as the Chief Operating Officer from
November 1989 until September 1991. Prior to joining the Company, Mr. Marcy
served as Senior Vice President of Operations for Adia Services, Inc. ("Adia"),
from 1980 through 1988. While retaining his position as Senior Vice President of
Operations for Adia, from May 1988 until November 1989, Mr. Marcy was President
and Chief Executive Officer of Nursefinders, Inc., the temporary nursing
subsidiary of Adia.

ROBERT E. LIVONIUS has served as the Company's Executive Vice President and
Chief Operating Officer since February 1997, as Executive Vice
President--Operations since August 1993, and as Vice President--HealthCare
Division from August 1991 to August 1993. Prior to joining the Company, Mr.
Livonius served as Vice President-Field Operations for a division of NYNEX
Corporation from June 1986 through June 1991.

ROY G. KRAUSE has served as the Company's Executive Vice President and Chief
Financial Officer since October 1995. Prior to joining the Company, Mr. Krause
served as Executive Vice President of HomeBank Federal Savings Bank and HomeBank
Mortgage Corporation from November 1980 to September 1995.

JOHN B. SMITH has served as the Company's Senior Vice President since
January 1980 and as Legal Counsel and Secretary since January 1965. Mr. Smith
also served as a director from January 1969 until May 1995.

ROBERT EVANS has served as the Company's Vice President and Chief
Information Officer since May 1996. Prior to joining the Company, Mr. Evans held
several executive positions with AT&T, including Vice President -- Customer Care
Strategy and Reengineering, Chief Technology Officer, Chief Information Officer
and General Manager of the Consumer Interactive Services business unit.

KEN KILBURN has served as the Company's Vice President of Business
Integration and Chief Administrative Officer since January 1998. Before joining
Interim in January 1989, Mr. Kilburn was Director of PC Options Manufacturing
for Compaq Computer Corp. For nearly 15 years prior thereto, Mr. Kilburn held
various executive management positions in purchasing and manufacturing
operations with Digital Equipment Corp.

TERRY BENSON has served as the Chief Executive Officer of Michael Page since
1989, and held various other positions with Michael Page for nearly ten years
prior thereto.

34
<PAGE>
STUART N. EMANUEL has served as the Company's President--Interim Technology
Consulting Group since May 1997. Prior to joining the Company, Mr. Emanuel held
various executive positions with the Computer Power Group, which was acquired by
the Company in December 1995, including Executive Vice President, Regional Vice
President and Director of Sales.

ROBERT MIANO has served as the Company's President -- Interim Technology
Staffing Group since December 1997. From May 1996 until November 1997, Mr. Miano
served as Executive Vice President -- Interim Technology Staffing Group. From
1992 until May 1996, Mr. Miano served as Vice President -- Operations.

GARY PECK has served as the the Company's President -- Commercial Staffing
Group since August 1997, as Vice President-Commercial Branch Operations from
January 1995 to August 1997 and as Vice President -- Special Services from
August 1991 to December 1994. Prior to joining the Company, Mr. Peck served as
Senior Vice President for Talent Tree Services, Inc., from August 1998 to August
1991.

35
<PAGE>
VALIDITY OF THE SHARES

The validity of the shares offered hereby will be passed upon for the
Company by Baker & McKenzie, Miami, Florida, and for the Underwriters by
Sullivan & Cromwell, Washington, DC.

EXPERTS

The consolidated financial statements included in this Prospectus have been
audited by Deloitte & Touche LLP, independent auditors, as stated in their
reports appearing herein and elsewhere in the Registration Statement and are
included in reliance upon the reports of such firm given upon their authority as
experts in accounting and auditing.

AVAILABLE INFORMATION

The Company is subject to the informational requirements of the Exchange
Act, and in accordance therewith files reports, proxy statements and other
information with the Commission. Reports, proxy statements and other information
filed by the Company may be inspected and copied at the public reference
facilities maintained by the Commission at 450 Fifth Street, N.W., Washington,
D.C. 20549, and at the Commission's Regional Offices located at Citicorp Center,
500 West Madison Street, Suite 1400, Chicago, Illinois 60661 and 7 World Trade
Center, 7th Floor, New York, New York 10048. Copies of such materials may be
obtained from the web site that the Commission maintains at http://www.sec.gov.
In addition, such material may also be inspected and copied at the offices of
the New York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005,
and the Pacific Stock Exchange, Incorporated, 301 Pine Street, San Francisco,
California 94104.

This Prospectus constitutes part of a Registration Statement filed by the
Company with the Commission under the Securities Act. This Prospectus omits
certain of the information contained in the Registration Statement in accordance
with the rules and regulations of the Commission. Reference is hereby made to
the Registration Statement and related exhibits for further information with
respect to the Company and the Common Stock. Statements contained herein
concerning the provisions of any document are not necessarily completed and, in
each instance, where a copy of such document has been filed as an exhibit to the
Registration Statement or otherwise has been filed with the Commission,
reference is made to the copy so filed. Each such statement is qualified in its
entirety by such reference.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents filed with the Commission (File No. 0-23198)
pursuant to the Exchange Act are incorporated herein by reference:

1. Annual Report on Form 10-K for the fiscal year ended December 26,
1997;

2. Proxy Statement for the Annual Meeting of Stockholders held on May
7, 1998, as supplemented;

3. Quarterly Report on Form 10-Q for the quarter ended March 27, 1998;
and

4. All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act prior to the termination of the
offering made hereby.

The Company will provide without charge to each person, including any
beneficial owner, to whom a copy of this Prospectus is delivered, upon the
written or oral request of any such person, a copy of any or all of the
documents which are incorporated herein by reference, other than exhibits to
such information (unless such exhibits are specifically incorporated by
reference into such documents). Requests

36
<PAGE>
should be directed to the Company, 2050 Spectrum Boulevard, Fort Lauderdale, FL
33309, Attention: Dierdre A. Skolfield, telephone: (954) 938-7600.

------------------------

Any statement contained in a document all or a portion of which is
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any statement so modified shall not be deemed to
constitute a part of this Prospectus except as so modified, and any statement so
superseded shall not be deemed to constitute part of this Prospectus.

37
<PAGE>
INTERIM SERVICES INC.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
Independent Auditors' Report......................................................... F-2

Consolidated Statements of Earnings for the Years Ended December 26, 1997, December
27, 1996 and December 29, 1995..................................................... F-3

Consolidated Balance Sheets as of December 26, 1997 and December 27, 1996............ F-4

Consolidated Statements of Stockholders' Equity for the Years Ended December 26,
1997, December 27, 1996 and December 29, 1995...................................... F-5

Consolidated Statements of Cash Flows for the Years Ended December 26, 1997, December
27, 1996 and December 29, 1995..................................................... F-6

Notes to Consolidated Financial Statements........................................... F-7
</TABLE>

F-1
<PAGE>
INDEPENDENT AUDITORS' REPORT

To the Board of Directors
of Interim Services Inc.
Fort Lauderdale, Florida

We have audited the accompanying consolidated balance sheets of Interim
Services Inc. and subsidiaries (the "Company") as of December 26, 1997 and
December 27, 1996, and the related consolidated statements of earnings,
stockholders' equity and cash flows for each of the three years in the period
ended December 26, 1997. These financial statements are the responsibility of
the Company'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 consolidated financial statements present fairly, in
all material respects, the financial position of Interim Services Inc. and
subsidiaries as of December 26, 1997 and December 27, 1996, and the results of
their operations and their cash flows for each of the three years in the period
ended December 26, 1997, in conformity with generally accepted accounting
principles.

/s/ Deloitte & Touche LLP
Fort Lauderdale, Florida
February 5, 1998

F-2
<PAGE>
INTERIM SERVICES INC.
CONSOLIDATED STATEMENTS OF EARNINGS
(IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
DEC. 26, DEC. 27, DEC. 29,
1997 1996 1995
---------- ---------- ---------
<S> <C> <C> <C>
Revenues................................................. $1,608,256 $1,147,151 $ 864,247
Cost of services......................................... 1,081,113 795,789 600,169
---------- ---------- ---------
Gross profit........................................... 527,143 351,362 264,078
---------- ---------- ---------
Selling, general and administrative expenses............. 363,152 243,652 177,105
Licensee commissions..................................... 45,091 39,500 37,295
Amortization of intangibles.............................. 18,492 8,802 6,884
Interest expense......................................... 24,269 5,696 990
Gain on sale of HealthCare business...................... (5,300) -- --
Merger expense........................................... -- 8,600 --
---------- ---------- ---------
445,704 306,250 222,274
---------- ---------- ---------
Earnings before taxes.................................. 81,439 45,112 41,804
Income taxes............................................. 38,928 22,097 18,071
---------- ---------- ---------
Net earnings........................................... $ 42,511 $ 23,015 $ 23,733
---------- ---------- ---------
---------- ---------- ---------
Basic earnings per share................................. $ 1.08 $ 0.71 $ 0.77
---------- ---------- ---------
---------- ---------- ---------
Diluted earnings per share............................... $ 1.05 $ 0.69 $ 0.76
---------- ---------- ---------
---------- ---------- ---------
Basic weighted average shares outstanding................ 39,305 32,450 30,804
---------- ---------- ---------
---------- ---------- ---------
Diluted weighted average shares outstanding.............. 40,407 33,418 31,324
---------- ---------- ---------
---------- ---------- ---------
</TABLE>

See notes to Consolidated Financial Statements.

F-3
<PAGE>
INTERIM SERVICES INC.

CONSOLIDATED BALANCE SHEETS

(AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)

<TABLE>
<CAPTION>
DEC. 26, DEC. 27,
1997 1996
---------- ---------
<S> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents.......................................... $ 15,570 $ 18,938
Marketable securities.............................................. -- 7,499
Receivables, less allowance for doubtful accounts of $5,229 and
$3,023........................................................... 230,947 186,732
Insurance deposits................................................. 23,974 32,794
Other current assets............................................... 37,610 18,301
---------- ---------
Total current assets............................................. 308,101 264,264
Goodwill, net........................................................ 475,656 173,638
Tradenames and other intangibles, net................................ 219,472 1,109
Property and equipment, net.......................................... 65,475 49,795
Other assets......................................................... 23,030 23,684
---------- ---------
$1,091,734 $ 512,490
---------- ---------
---------- ---------

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Current portion of long-term debt.................................. $ 33,827 $ --
Accounts payable and other accrued expenses........................ 86,489 27,092
Accrued salaries, wages, and payroll taxes......................... 65,256 40,948
Accrued self-insurance losses...................................... 28,466 26,782
Accrued income taxes............................................... 20,853 159
---------- ---------
Total current liabilities........................................ 234,891 94,981
Long-Term Debt....................................................... 379,197 --
Deferred Tax Liability............................................... 4,054 2,798
Commitments and Contingencies
Stockholders' Equity:
Preferred stock, par value $.01 per share; authorized 2,500,000
shares; none issued or outstanding............................... -- --
Common stock, par value $.01 per share; authorized 50,000,000
shares; issued and outstanding 39,745,761 and 38,953,368
shares........................................................... 397 390
Additional paid-in capital......................................... 260,067 251,041
Treasury stock..................................................... -- (460)
Retained earnings.................................................. 206,461 163,950
Cumulative translation adjustment.................................. 6,667 (210)
---------- ---------
Total stockholders' equity....................................... 473,592 414,711
---------- ---------
$1,091,734 $ 512,490
---------- ---------
---------- ---------
</TABLE>

See notes to Consolidated Financial Statements.

F-4
<PAGE>
INTERIM SERVICES INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(AMOUNTS IN THOUSANDS EXCEPT SHARE DATA )

<TABLE>
<CAPTION>
UNREALIZED
ADDITIONAL GAIN (LOSS) ON CUMULATIVE
COMMON PAID-IN TREASURY MARKETABLE RETAINED TRANSLATION
STOCK CAPITAL STOCK SECURITIES EARNINGS ADJUSTMENT TOTAL
------------- ----------- ----------- ----------------- ----------- ------------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance as of
December 30, 1994...... $ 308 $ 85,915 $ -- $ (72) $ 118,883 $ (135) $ 204,899
Net earnings............. -- -- -- -- 23,733 -- 23,733
Transactions of pooled
Company................ -- (1,349) -- 98 (1,308) -- (2,559)
Change in foreign
currency translation
adjustment............. -- -- -- -- -- (185) (185)
Proceeds from exercise of
employee stock
options................ -- 401 -- -- -- -- 401
----- ----------- ----------- ----- ----------- ------------- ---------
Balance as of
December 29, 1995...... 308 84,967 -- 26 141,308 (320) 226,289
Net earnings............. -- -- -- -- 23,015 -- 23,015
Transactions of pooled
Company................ -- 271 -- -- (373) -- (102)
Change in foreign
currency translation
adjustment............. -- -- -- -- -- 110 110
Proceeds from exercise of
employee stock option.. 2 3,116 -- -- -- -- 3,118
Sale of 7,900,000 shares
of common stock in a
public offering, net... 80 162,595 -- -- -- -- 162,675
Repurchase of 26,356
shares................. -- -- (460) -- -- -- (460)
Other.................... -- 92 -- (26) -- -- 66
----- ----------- ----------- ----- ----------- ------------- ---------
Balance as of
December 27, 1996...... 390 251,041 (460) -- 163,950 (210) 414,711
Net earnings............. -- -- -- -- 42,511 -- 42,511
Change in foreign
currency translation
adjustment............. -- -- -- -- -- 6,877 6,877
Proceeds from exercise of
employee stock options,
including tax
benefit................ 7 8,744 460 -- -- -- 9,211
Other.................... -- 282 -- -- -- -- 282
----- ----------- ----------- ----- ----------- ------------- ---------
Balance as of
December 26, 1997...... $ 397 $ 260,067 $ -- $ -- $ 206,461 $ 6,667 $ 473,592
----- ----------- ----------- ----- ----------- ------------- ---------
----- ----------- ----------- ----- ----------- ------------- ---------
</TABLE>

See notes to Consolidated Financial Statements.

F-5
<PAGE>
INTERIM SERVICES INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(AMOUNTS IN THOUSANDS)

<TABLE>
<CAPTION>
DEC. 26, DEC. 27, DEC. 29,
1997 1996 1995
--------- --------- ---------
<S> <C> <C> <C>
Cash Flows from Operating Activities:
Net Earnings............................................ $ 42,511 $ 23,015 $ 23,733
Adjustments to reconcile net earnings to net cash from
operating activities:
Depreciation and amortization....................... 34,874 18,911 14,556
Deferred income tax (benefit) expense............... (5,654) 687 (74)
Gain on sale of HealthCare business................. (5,300) -- --
Changes in assets and liabilities, net of effects of
acquisitions:
Receivables....................................... (48,288) (40,724) (27,458)
Other assets...................................... (12,615) (18,253) (17,999)
Accounts payable and accrued liabilities.......... 50,772 8,828 14,030
Other............................................. 1,457 1,437 (226)
--------- --------- ---------
Net Cash (Used in) Provided by Operating
Activities...................................... 57,757 (6,099) 6,562
--------- --------- ---------

Cash Flows from Investing Activities:
Acquisitions, net of cash acquired...................... (570,356) (11,964) (98,955)
Proceeds from the sale of HealthCare business, net...... 113,109 -- --
Capital expenditures.................................... (24,913) (32,982) (11,303)
Net proceeds from sale (purchase) of marketable
securities............................................ 7,499 15,631 (5,174)
--------- --------- ---------
Net Cash Used in Investing Activities........... (474,661) (29,315) (115,432)
--------- --------- ---------

Cash Flows from Financing Activities:
Debt proceeds........................................... 509,019 -- 108,218
Debt repayments......................................... (101,911) (114,727) --
Proceeds from stock offering............................ -- 163,114 --
Other................................................... 6,428 1,940 (2,195)
--------- --------- ---------
Net Cash Provided by Financing Activities....... 413,536 50,327 106,023
--------- --------- ---------

Increase (decrease) in cash and cash equivalents.......... (3,368) 14,913 (2,847)
Cash and cash equivalents, beginning of period............ 18,938 4,025 6,872
--------- --------- ---------
Cash and cash equivalents, end of period.................. $ 15,570 $ 18,938 $ 4,025
--------- --------- ---------
--------- --------- ---------

Supplement Cash Flow Information:
Income taxes paid....................................... $ 37,917 $ 21,602 $ 17,570
--------- --------- ---------
--------- --------- ---------

Interest paid........................................... $ 21,316 $ 6,546 $ 1,452
--------- --------- ---------
--------- --------- ---------
</TABLE>

See notes to Consolidated Financial Statements.

F-6
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BUSINESS. Interim Services Inc. (the "Company" or "Interim") is a world
leader in staffing, consulting and career management services, including
flexible staffing, full-time placement, executive search, human resources
consulting, workforce management and outplacement. The Company offers a wide
range of skills including information technology, legal, accounting and finance,
human resources, technical, clerical, administrative and light industrial. The
Company operates through a network of offices throughout the United States,
Australia, Canada, France, Germany, Hong Kong, Italy, New Zealand, Spain,
Singapore, The Netherlands and the United Kingdom.

PRINCIPLES OF CONSOLIDATION. The consolidated financial statements include
the accounts of the Company and its wholly owned subsidiaries. All material
intercompany transactions and balances have been eliminated.

USE OF ESTIMATES. The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Due to the inherent uncertainty involved in making
estimates, actual results reported in future periods may be based upon amounts
which differ from those estimates.

FISCAL YEAR. The Company's fiscal year is comprised of 52 or 53 weeks,
ending on the last Friday in December. The fiscal years ended December 26, 1997,
December 27, 1996 and December 29, 1995 were all 52 weeks.

CASH AND CASH EQUIVALENTS. The Company considers all highly liquid
investments with original maturities of 90 days or less at the time of purchase
to be cash equivalents. Cash equivalents are carried at cost which approximates
fair value.

MARKETABLE SECURITIES. Marketable securities are comprised of readily
marketable debt securities with remaining maturities of more than 90 days at the
time of purchase. The Company has classified its investment portfolio as trading
securities and the carrying value of such securities has been adjusted to fair
market value, which was not materially different from cost.

ALLOWANCE FOR DOUBTFUL ACCOUNTS. The Company carries accounts receivable at
the amount it estimates to be collectible. Accordingly, the Company provides
allowances for accounts receivable it estimates to be uncollectible based on
management's best estimates. Recoveries are recognized in the period they are
received. The ultimate amount of accounts receivable that become uncollectible
could differ from those estimated.

INTANGIBLE ASSETS. Intangible assets consist principally of goodwill and
tradenames and are being amortized on a straight-line basis over periods of
approximately 38 years. The Company evaluates the recoverability of intangible
assets, as well as amortization periods, to determine whether an adjustment to
carrying values or a revision to estimated useful lives is appropriate.
Recoverability is determined through evaluation of anticipated cash flows on an
undiscounted basis. If the estimated future cash flows are projected to be less
than the carrying value, an impairment write-down would be recorded.

PROPERTY AND EQUIPMENT. Property and equipment are stated at cost and
depreciated using the straight-line method over the estimated useful lives of
the related assets. Leasehold improvements are

F-7
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)

amortized over the shorter of their estimated useful life or the lease term
using the straight-line method. Maintenance and repairs which do not improve or
extend the life of an asset are expensed as incurred.

ACCRUED SELF-INSURANCE LOSSES. The Company retains a portion of the risk
under its workers' compensation, general liability and professional liability
insurance programs. Reserves have been recorded which reflect the discounted
estimated liabilities including claims incurred but not reported. Losses have
been discounted at approximately 5.8% and 6.2% at December 26, 1997 and December
27, 1996, respectively. Such liabilities are necessarily based on estimates and,
while management believes that the amount is adequate, there can be no assurance
that changes to management's estimates may not occur due to limitations inherent
in the estimation process. Changes in the estimates of these accruals are
charged or credited to income in the period determined. The Company funds
portions of its retained risks through deposits with insurance carriers and
others. These deposits are reflected as insurance deposits on the accompanying
Consolidated Balance Sheets and reflect the estimated fair market value of such
amounts.

FOREIGN CURRENCY TRANSLATION. The Company's foreign operations use the
local currency as their functional currency. Assets and liabilities of these
operations are translated at the exchange rates in effect on the balance sheet
date. Income statement items are translated at the average exchange rates for
the year. The impact of currency fluctuation is included in stockholders' equity
as a translation adjustment.

REVENUE RECOGNITION. The Company generates revenues from sales of services
by its own branch and licensed operations and from royalties earned on sales of
services by its franchise operations. Franchise royalties, which are included in
revenues, were $23,091, $27,009 and $24,316 for the years ended December 26,
1997, December 27, 1996 and December 29, 1995, respectively. Revenues and the
related labor costs and payroll taxes are recorded in the period in which
temporary staffing services are performed. Revenues on placements are recognized
when services provided are substantially completed. Allowances are established
to estimate losses due to placed candidates not remaining employed for the
Company's guarantee period.

The Company utilizes two forms of franchising agreements. Under the first
form, the Company records franchise royalties, based upon the contractual
percentage of franchise sales, in the period in which the franchise provides the
service. Under the second form (termed "licensee" by the Company), revenues
generated by the licensee and related direct costs are included as part of the
Company's revenues and cost of services, respectively. The net distribution paid
to the licensee is based upon a percentage of the gross profit generated, and is
captioned "licensee commissions" in the Consolidated Statements of Earnings.

INCOME TAXES. The Company accounts for income taxes under an asset and
liability approach, which requires the recognition of deferred tax assets and
liabilities for expected future tax consequences of temporary differences
between tax bases and financial reporting bases of assets and liabilities. The
Company's policy is to not provide deferred taxes on temporary differences
related to investment in foreign subsidiaries as they are considered permanent
in duration. These differences, primarily undistributed foreign earnings, were
not material at December 26, 1997.

EARNINGS PER SHARE. Basic earnings per share is computed by dividing the
Company's net income by the weighted average number of shares outstanding during
the period.

Diluted earnings per share is computed by dividing the Company's net income
by the weighted average number of shares outstanding and the dilutive impact of
common stock equivalents, primarily

F-8
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)

stock options. The dilutive impact of common stock equivalents is determined by
applying the treasury stock method.

On August 7, 1997, the Company announced a two-for-one stock split in the
form of a 100% stock dividend, to stockholders of record as of the close of
business on August 18, 1997, payable on September 5, 1997. All shares
outstanding and per share amounts have been restated to reflect the stock split.

DERIVATIVE FINANCIAL INSTRUMENTS. The Company enters into interest rate
swap agreements and foreign exchange forward contracts as part of the management
of its interest rate and foreign currency exchange rate exposures; it has no
derivative financial instruments held for trading purposes and none of the
instruments are leveraged. All financial instruments are put into place to hedge
specific exposures. Amounts to be paid or received under swap agreements are
recognized over the terms of the agreements as adjustments to interest expense.
Amounts receivable or payable under the agreements are included in receivables
or accrued expenses in the accompanying Consolidated Balance Sheets. Gains and
losses on foreign currency forward contracts offset gains and losses resulting
from the underlying transactions. Gains and losses on contracts that hedge
specific foreign currency commitments are deferred and recorded in net income in
the period in which underlying transaction is recorded.

STOCK BASED COMPENSATION. The Company has chosen to account for stock-based
compensation to employees using the intrinsic value method as prescribed by
Accounting Principles Board Opinion ("APB") No. 25, "Accounting for Stock Issued
to Employees," and related Interpretations. Accordingly, compensation cost for
stock options issued to employees is measured as the excess, if any, of the
quoted market price of the Company's stock at the date of grant over the amount
an employee must pay for the stock. Compensation cost related to restricted
stock granted as part of bonus compensation is recognized in the period the
bonus is earned and measured using the quoted market price on the effective
grant date. Compensation cost related to stock options of non-employees is
recorded at fair value (in accordance with SFAS No. 123).

NEW ACCOUNTING PRONOUNCEMENTS. In June 1997, Statement of Financial
Accounting Standards ("SFAS") No. 130, "Reporting Comprehensive Income," was
issued. SFAS No. 130 establishes standards for reporting and display of
comprehensive income and its components (revenues, expenses, gains, and losses)
in a full set of general-purpose financial statements. SFAS No. 130 requires
that all items that are required to be recognized under accounting standards as
components of comprehensive income be reported in a financial statement that is
displayed with the same prominence as other financial statements. SFAS No. 130
is effective for fiscal years beginning after December 15, 1997.
Reclassification of financial statements for earlier periods provided for
comparative purposes is required. The Company will adopt this standard in 1998.

In June 1997, SFAS No. 131, "Disclosures about Segments of an Enterprise and
Related Information," was issued. SFAS No. 131 establishes standards for the way
that public companies report selected information about operating segments in
annual financial statements and require that those companies report selected
information about segments in interim financial reports issued to shareholders.
It also establishes standards for related disclosures about products and
services, geographic areas and major customers and supercedes SFAS No. 14,
"Financial Reporting for Segments of a Business Enterprise." SFAS No. 131 is
effective for financial statements for periods beginning after December 15,
1997. The Company has historically reported its information under one segment.
This standard will require the Company to report financial information
consistent with how the business is managed. The

F-9
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)

Company manages its business primarily by skills provided, and thus expects this
will determine its segments to comply with the new standard. The Company will
adopt this standard in 1998.

ACQUISITIONS AND DISPOSITION

ACQUISITIONS

MICHAEL PAGE GROUP, PLC. On April 18, 1997, the Company completed the
purchase of the outstanding shares of Michael Page Group, PLC ("Michael Page"),
a public company in the United Kingdom, for $577,575. Michael Page provides
staffing and placement services primarily in the fields of finance and
accounting with 51 offices in 11 countries. This acquisition was accounted for
under the purchase method of accounting. Accordingly, the operations of Michael
Page are included in the Consolidated Statement of Earnings from the date of
acquisition. The excess of the purchase price over the fair value of the net
tangible assets acquired was $512,469. This amount has been allocated to trade
names and goodwill based upon an independent valuation performed to assist
management in this allocation. Both intangible assets are being amortized over
40 years.

BRANDON SYSTEMS CORPORATION. On May 23, 1996, the Company completed its
merger with Brandon Systems Corporation ("Brandon"), an information technology
staffing company. The Company issued 7,745,380 shares of its common stock in
exchange for 100% of the outstanding shares of Brandon common stock. In
addition, Brandon stock options outstanding at the effective time of the merger
were converted into options to purchase an aggregate of 415,184 additional
Interim common shares. The merger has been accounted for as a
pooling-of-interests for accounting and financial reporting purposes.
Accordingly, the historical financial statements for the periods prior to the
merger are restated as though the companies had been combined. All fees and
expenses related to the merger and the consolidation and restructuring of the
combined companies have been expensed. Such fees and expenses were $8,600.

Revenues of Brandon from periods prior to the merger are included in the
accompanying income statements and were $22,311 for the quarter ended March 29,
1996 and $83,361 for the year ended December 29, 1995. Net earnings and earnings
per share related to Brandon were $1,244 and $0.04, respectively, for the
quarter ended March 29, 1996 and $6,206 and $0.20, respectively, for the year
ended December 29, 1995.

COMPUTER POWER GROUP. Effective December 1, 1995, the Company acquired the
U.S. and U.K. based assets of Computer Power Group ("CPG"), a subsidiary of
Australia-based Computer Power Group, Ltd., for $71,000 in cash. CPG provides
staffing and consulting services in a variety of information technology
disciplines. This acquisition was accounted for under the purchase method of
accounting. Accordingly, the operations of CPG are included in the Consolidated
Statements of Earnings from the date of acquisition. The excess of the purchase
price over the fair value of the net tangible assets acquired (goodwill) was
$56,618 and is being amortized over 40 years.

OTHER ACQUISITIONS. During 1997, 1996 and 1995 the Company made certain
other acquisitions that were accounted for under the purchase method of
accounting. Their operations are included in the Consolidated Statements of
Earnings from the date of acquisition.

F-10
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)

The fair value of assets acquired and liabilities assumed (excluding cash
acquired) in connection with the acquisitions follows.

<TABLE>
<CAPTION>
DEC. 26, DEC. 27, DEC. 29,
1997 1996 1995
--------- ----------- -----------
<S> <C> <C> <C>
Working capital (deficit)......................................................... $ (8,456) $ 615 $ 9,620
Goodwill and Tradenames........................................................... 563,802 12,016 86,715
Other net assets.................................................................. 15,327 (667) 3,029
Debt assumed...................................................................... (317) -- (409)
--------- ----------- -----------
Net assets acquired............................................................... $ 570,356 $ 11,964 $ 98,955
--------- ----------- -----------
--------- ----------- -----------
</TABLE>

DISPOSITION

HEALTHCARE DIVISION. On September 26, 1997, the Company completed the sale
of its HealthCare business to Cornerstone Equity Investors IV, L.P. ("Buyer").
The Company received $118,590 in cash at closing ($113,109 net of transaction
related cash costs), with the remainder of the $134,000 purchase price to be
paid upon approval of the ownership transfer of Interim HealthCare of New York
Inc. to the Buyer by New York State regulators. Accordingly, recognition of the
remaining portion of the gain on sale has been postponed pending this final
approval. The pre-tax gain on sale recognized in 1997 was $5,300 with taxes on
the gain of $5,272. Revenues, prior to the sale, related to the HealthCare
business were $189,589, $231,268, $207,242 for the years ended December 26,
1997, December 27, 1996, and December 29, 1995, respectively.

Pursuant to the terms of the sales agreement and subject to certain
restrictions, the Company gave the Buyer a royalty-free license to use the
"Interim" trademark and trade names for an initial period of five years. After
that time, a license fee will be charged. Under a transitional service
agreement, the Company will continue to provide various services to the Buyer
including access to and use of information systems. These services will be
provided at rates included in the agreement which approximate the costs the
Company will incur. This service agreement is for two years with an option to
request an additional year. The Company has provided indemnification to the
Buyer on various pending issues with respect to the HealthCare business
including certain medicare reimbursement issues and the collectibility of loans
related to the businesses' physical therapy student loan program. The Company
does not expect that the outcome of these matters will have a material effect on
the Company's financial position or results of operation.

UNAUDITED PRO FORMA FINANCIAL INFORMATION

The following unaudited Pro Forma Condensed Consolidated Statement of
Earnings of the Company for the year ended December 26, 1997 is based on
historical financial statements of the Company and has been adjusted to reflect
the sale of the Company's HealthCare business, the acquisition of Michael Page
and other acquisitions made since the beginning of the year, as if such
acquisitions and disposition had occurred at the beginning of the year.

F-11
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF EARNINGS
FOR THE YEAR ENDED DECEMBER 26, 1997

<TABLE>
<CAPTION>
PRO FORMA
PROFORMA ACQUISITIONS AFTER
EFFECT OF ------------------------------------------- DISPOSITION
HISTORICAL HEALTHCARE MICHAEL OTHER PRO FORMA AND
INTERIM DISPOSITION(A) PAGE(E) ACQUISITIONS(E) ADJUSTMENTS ACQUISITIONS
---------- -------------- ----------- --------------- ------------- ------------
<S> <C> <C> <C> <C> <C> <C>
Revenues........................ $1,608,256 $ (189,589) $ 76,253 $ 25,200 $ (138)(f) $1,519,982
Cost of services................ 1,081,113 (113,050) 38,213 15,717 (138)(f) 1,021,855
---------- -------------- ----------- --------------- ------------- ------------
Gross Profit.................. 527,143 (76,539) 38,040 9,483 -- 498,127
---------- -------------- ----------- --------------- ------------- ------------
Selling, general & admin.
exp........................... 363,152 (61,094) 25,073 6,764 536(g) 334,431
Licensee commissions............ 45,091 (597) -- -- (536)(g) 43,958
Amortization of intangibles..... 18,492 (1,812) -- -- 3,948(h) 20,628
Interest expense................ 24,269 (5,288)(b) (964) -- 13,455(i) 31,472
Gain on sale of HealthCare
Business...................... (5,300) 5,300(c) -- -- -- --
Merger expense.................. -- -- 5,064 -- (5,064)(j) --
---------- -------------- ----------- --------------- ------------- ------------
445,704 (63,491) 29,173 6,764 12,339 430,489
---------- -------------- ----------- --------------- ------------- ------------
Earnings before taxes......... 81,439 (13,048) 8,867 2,719 (12,339) 67,638
Income taxes.................... 38,928 (8,793)(d) 4,593 -- (3,473)(k) 31,255
---------- -------------- ----------- --------------- ------------- ------------
Net earnings.................... $ 42,511 $ (4,255) $ 4,274 $ 2,719 $ (8,866) $ 36,383
---------- -------------- ----------- --------------- ------------- ------------
---------- -------------- ----------- --------------- ------------- ------------
Diluted earnings per share...... $ 1.05 $ 0.90
---------- ------------
---------- ------------
Diluted weighted average shares
outstanding................... 40,407 40,407
---------- ------------
---------- ------------
</TABLE>

- ------------------------

NOTES TO PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF EARNINGS

(a) To eliminate the results of operations of the HealthCare business. A portion
of the eliminated selling, general and administrative costs reflect
corporate expenses that have been allocated to the HealthCare business or
that will be eliminated. These corporate expenses reflect management's best
estimate of the costs no longer expected to be incurred by Interim
subsequent to the disposition of the HealthCare business.

(b) To reduce interest expense due to the reduction of debt from cash flows
generated from the sale of the HealthCare business.

(d) To reflect the aggregate tax benefit of eliminating the HealthCare business,
taxes on the gain and reducing borrowings.

(e) Reflects the historical financial statements of the acquired companies.
Michael Page's financial statements have been adjusted for differences
between U.S. and U.K. Generally Accepted Accounting Principles. Michael
Page's statement of income has been translated into U.S. dollars using
average exchange rates for the period.

(f) To eliminate royalties as a result of the repurchase of Interim franchises.

(g) To eliminate licensee commissions as a result of the repurchase of several
Interim license operations.

F-12
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)

(h) To reflect amortization of goodwill and other intangibles generated by the
acquisitions on a straight-line basis over a weighted average life of 40
years.

(i) To reflect the pro forma effect of interest on the additional borrowings
used to fund the acquisitions. Interest on the credit facilities is computed
at LIBOR plus 85 basis points.

(j) To eliminate one-time costs incurred by Michael Page related to it being
acquired by the Company.

(k) To reflect the aggregate tax benefit of pro forma acquisition adjustments.

For the year ended December 27, 1996 revenues, net earnings and diluted
earnings per share would have been $1,201,548, $11,500 and $0.34, respectively,
had these acquisitions and the disposition of the HealthCare business occurred
at the beginning of the period.

INTANGIBLE ASSETS

A summary of intangible assets is as follows:

<TABLE>
<CAPTION>
WEIGHTED WEIGHTED
AVERAGE LIFE AVERAGE LIFE
(IN YEARS) DEC. 26, 1997 (IN YEARS) DEC. 27, 1996
----------------- -------------- ----------------- --------------
<S> <C> <C> <C> <C>
Goodwill........................ 37 $ 516,058 29 $ 214,416
Less accumulated amortization... (40,402) (40,778)
-------------- --------------
Goodwill, net................... $ 475,656 $ 173,638
-------------- --------------
-------------- --------------

Tradenames...................... 40 $ 223,216 5 $ 394
Other intangibles............... 5 3,098 5 4,561
-- --
-------------- --------------
38 226,314 29 4,955
Less accumulated amortization... (6,842) (3,846)
-------------- --------------
Tradenames and other
intangibles, Net.............. $ 219,472 $ 1,109
-------------- --------------
-------------- --------------
</TABLE>

Amortization of intangible assets is as follows:

<TABLE>
<CAPTION>
DEC. 26, DEC. 27, DEC. 29,
1997 1996 1995
----------- ----------- -----------
<S> <C> <C> <C>
Goodwill..................................................... $ 14,193 $ 8,241 $ 6,021
Tradenames................................................... 3,877 1 --
Other intangibles............................................ 422 560 863
----------- ----------- -----------
$ 18,492 $ 8,802 $ 6,884
----------- ----------- -----------
----------- ----------- -----------
</TABLE>

F-13
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)

PROPERTY AND EQUIPMENT

A summary of property and equipment follows:

<TABLE>
<CAPTION>
LIFE DEC. 26, DEC. 27,
(IN YEARS) 1997 1996
----------- --------- ---------
<S> <C> <C> <C>
Land....................................................... -- $ 4,167 $ 4,167
Buildings.................................................. 10--40 14,331 11,394
Equipment.................................................. 3--8 82,871 60,453
Software................................................... 3--5 15,060 14,270
Leasehold improvements and other........................... 3--5 7,653 2,419
--------- ---------
124,082 92,703
Less accumulated depreciation and amortization............. (58,607) (42,908)
--------- ---------
$ 65,475 $ 49,795
--------- ---------
</TABLE>

Depreciation and amortization of property and equipment for the years ended
December 26, 1997, December 27, 1996 and December 29, 1995 amounted to $16,382,
$10,109, and $7,672, respectively.

LONG-TERM DEBT

The Company's debt as of December 26, 1997 was comprised of the following:

<TABLE>
<S> <C>
U.S. dollar denominated term loan, due 1998 through 2003......... $ 176,700
Revolving loan facility, due 2003--
British pound sterling denominated borrowings.................. 209,488
U.S. dollar denominated borrowings............................. 10,000
Loan notes denominated in British Pound Sterling................. 16,836
---------
413,024
Less current portion of long term debt........................... (33,827)
---------
---------
$ 379,197
---------
---------
</TABLE>

The Company has available $535,908 under a multi-currency syndicated credit
agreement entered into as of May 1, 1997 and amended as of June 2, 1997 ("Credit
Facility"). This agreement provides both a U.S. dollar denominated term loan and
a multi-currency revolving loan facility. Borrowings under this facility are
unsecured. Interest rates on amounts outstanding under the term loan and
revolving loan are based on LIBOR plus a variable margin. The facility contains
customary covenants, which include the maintenance of certain financial ratios
including minimum net worth, restrictions on the incurrence of lines and
additional indebtedness. The average interest rate for the year ending December
26, 1997 was 6.9%.

The Company also has sterling denominated loan notes outstanding payable to
certain former shareholders of Michael Page. Interest on these notes is based on
six month sterling LIBOR less 1%. The Company expects the majority of these
notes to be paid in 1998.

In addition, the Company has established short-term, unsecured, uncommitted
lines of credit with certain banks. These lines of credit are based on LIBOR and
are available to fund the Company's short-term capital requirements.

F-14
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)

Under these agreements, the Company had approximately $120.0 million
available for future borrowings as of December 26, 1997.

The maturities of long term debt outstanding at December 26, 1997, are
summarized as follows: $33,827 in 1998, $23,787 in 1999, $33,981 in 2000,
$50,971 in 2001, $50,971 in 2002.

The Company had various credit facilities in place prior to 1997 with
variable interest rates. No debt was outstanding as of December 27, 1996
pursuant to these agreements.

INCOME TAXES

The provision for income taxes is comprised of the following:

<TABLE>
<CAPTION>
DEC. 26, 1997 DEC. 27, 1996 DEC. 29, 1995
-------------- -------------- --------------
<S> <C> <C> <C>
Current tax expense:
Federal.................................... $ 23,220 $ 17,062 $ 14,509
State and Local............................ 6,055 4,110 3,636
Foreign.................................... 15,307 238 --
-------------- -------------- --------------
44,582 21,410 18,145
-------------- -------------- --------------
Deferred tax (benefit) expense:
Federal.................................... (3,029) 538 (63)
State and Local............................ (721) 149 (11)
Foreign.................................... (1,904) -- --
-------------- -------------- --------------
(5,654) 687 (74)
-------------- -------------- --------------
Total Provision for Income Taxes............. $ 38,928 $ 22,097 $ 18,071
-------------- -------------- --------------
-------------- -------------- --------------
</TABLE>

The following table reconciles the U.S. Federal income tax rate to the
Company's effective tax rate:

<TABLE>
<CAPTION>
DEC. 26, 1997 DEC. 27, 1996 DEC. 29, 1995
--------------- --------------- ---------------
<S> <C> <C> <C>
Statutory Rate............................... 35.0% 35.0% 35.0%
Increase (decrease) in rate resulting from:
State and local income taxes, net of
federal benefit.......................... 4.3 6.2 5.6
Nondeductible amortization of
intangibles.............................. 5.9 3.6 3.9
Sale of HealthCare business................ 3.2 -- --
Merger expense............................. -- 4.7 --
Other, net................................. (0.6) (0.5) (1.3)
------ ------ ------
Effective Tax Rate........................... 47.8% 49.0% 43.2%
------ ------ ------
------ ------ ------
</TABLE>

F-15
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)

Significant components of the Company's deferred tax assets and liabilities
are as follows:

<TABLE>
<CAPTION>
DEC. 26, 1997 DEC. 27, 1996
--------------- ---------------
<S> <C> <C>
Current deferred tax assets:
Employee benefits and self-insurance....... $ 9,529 $ 2,935
Receivables allowances..................... 1,354 1,114
Other...................................... 26 128
------- -------
10,909 4,177
------- -------
Noncurrent deferred tax assets (liabilities):
Fixed assets............................... (1,123) (1,688)
Intangible assets.......................... (2,947) (1,075)
Other...................................... 16 (35)
------- -------
(4,054) (2,798)
------- -------
Net deferred tax assets...................... $ 6,855 $ 1,379
------- -------
------- -------
</TABLE>

EMPLOYEE BENEFIT PLANS

The Company has various savings plans covering substantially all eligible
employees. Company contributions to the plans are based on employee
contributions, the level of the Company match and the attainment of certain
financial objectives. During 1997, plans maintained by three of the Company's
business units were merged into one. Contributions by the Company under these
plans amounted to $2,402, $393 and $666 for the years ended December 26, 1997,
December 27, 1996 and December 29, 1995, respectively.

During 1995, the Company started a deferred compensation plan for certain
employees who are not eligible to participate in the Company's 401(k) savings
plan. This plan was extended to a larger group in 1997. The plan allows eligible
employees to defer receipt of a portion of their compensation. The Company
matches and accrues certain amounts deferred pursuant to this plan based upon
the same criteria as the 401(k) plan. The deferred compensation, along with the
Company matching amounts and accumulated investment earnings, is accrued. Such
accrual amounted to $5,507, $1,821 and $710 at December 26, 1997, December 27,
1996 and December 29, 1995, respectively.

Effective July 1997, the Company adopted a new Employee Stock Purchase Plan
(ESPP) to provide substantially all employees who have been employed for at
least 12 months an opportunity to purchase shares of its common stock at a
discount of 15%. The aggregate amount an employee may purchase is limited to a
maximum of 15% of an employee's compensation up to $25,000 of stock. There were
9,294 shares issued in 1997 under this plan. A total of 590,706 shares are
available as of December 26, 1997 for purchase under the plan which expires on
July 1, 2002.

STOCK-BASED COMPENSATION PLANS

The Company has three primary option stock plans, the 1997 Long-Term
Executive Compensation and Outside Directors Stock Option Plan, the 1997 Stock
Option Plan for employees of Michael Page Group PLC and the 1994 Stock Option
Plan for Franchisees, Licensees and Agents. The 1997 stock option plan for
employees of Michael Page was adopted solely to grant options to employees of
Michael Page to induce them to continue employment after the Michael Page
acquisition. Under the other two plans, options may be granted to outside
directors, selected employees of the Company and

F-16
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)

its subsidiaries, franchisees, licensees and agents to purchase the Company's
Common Stock for periods not to exceed ten years at a price that is not less
than 100 percent of fair market value on the date of grant. Options granted
under all plans are exercisable cumulatively 20% to 100% each year beginning
one-year after the initial date of grant. At December 26, 1997 and December 27,
1996, the Company had 1,964,723 and 1,085,606 shares, respectively, reserved for
future grants under these plans. In addition, the Company's Outside Directors
Compensation Plan provides for the annual retainer to be paid in the form of the
Company's Common Stock. At December 26, 1997 and December 27, 1996, 5,027 and
7,865 shares, respectively, were reserved for future grant under this Plan.

As part of the Company's bonus plan, the Board of Directors has authorized
50,000 shares of Common Stock to be used for payment of a portion of the bonus
payable to certain employees in the form of restricted shares of the Company's
Common Stock. These shares vest ratably over a three-year period. At December
26, 1997 and December 27, 1996, the Company had 21,858 and 3,306 shares,
respectively, reserved for future grant under this plan.

Changes under these plans for 1997, 1996 and 1995 were as follows:

<TABLE>
<CAPTION>
DEC. 26, 1997 DEC. 27, 1996 DEC. 29, 1995
----------------------- ----------------------- -----------------------
<S> <C> <C> <C> <C> <C> <C>
WEIGHTED WEIGHTED WEIGHTED
AVERAGE AVERAGE AVERAGE
EXERCISE EXERCISE EXERCISE
SHARES PRICE SHARES PRICE SHARES PRICE
---------- ----------- ---------- ----------- ---------- -----------
Outstanding at beginning of year................. 2,642,554 $ 13.24 2,203,422 $ 10.60 1,614,210 $ 9.28
Granted.......................................... 1,678,910 18.53 840,326 19.01 826,170 12.86
Exercised........................................ (866,241) 11.09 (281,692) 9.49 (94,806) 7.49
Forfeited........................................ (353,619) 16.85 (119,502) 14.25 (142,152) 10.89
---------- ---------- ----------
Outstanding at end of year....................... 3,101,604 $ 16.28 2,642,554 $ 13.24 2,203,422 $ 10.60
---------- ---------- ----------
---------- ---------- ----------
Options exercisable at year-end.................. 908,495 $ 13.01 927,968 $ 9.83 650,046 $ 7.78
---------- ---------- ----------
---------- ---------- ----------
</TABLE>

The following table summarizes information about fixed stock options
outstanding at December 26, 1997:

<TABLE>
<CAPTION>
OPTIONS OUTSTANDING OPTIONS EXERCISABLE
------------------------------------------ -------------------------
<S> <C> <C> <C> <C> <C>
WEIGHTED
AVERAGE WEIGHTED WEIGHTED
NUMBER REMAINING AVERAGE NUMBER AVERAGE
OUTSTANDING CONTRACTUAL EXERCISE EXERCISABLE EXERCISE
RANGE OF EXERCISE PRICES AT 12/26/97 LIFE PRICE AT 12/26/97 PRICE
- ------------------------------------------------ ------------ --------------- ----------- ------------ -----------
$ 0-$ 9.99.................................... 32,000 4.02 $ 6.74 32,000 $ 6.74
$10.00-$14.99................................... 952,534 6.64 11.45 639,862 11.21
$15.00-$19.99................................... 2,021,762 8.48 18.44 201,753 18.21
$20.00-$24.00................................... 95,308 8.75 22.00 34,880 21.89
------------ --- ----------- ------------ -----------
3,101,604 7.88 $ 16.28 908,495 $ 13.01
------------ --- ----------- ------------ -----------
------------ --- ----------- ------------ -----------
</TABLE>

The weighted average per share fair values of options granted under the
Company's stock option plans during 1997, 1996 and 1995 were $3.90, $4.03 and
$2.76, respectively. Had the fair value of the grants under these plans been
recognized as compensation expense over the vesting period of the awards,
compensation cost would have been increased by $2,896 ($2,039 after tax, $0.05
per share), $2,136 ($1,524 after tax, $0.05 per share) and $890 ($632 after tax,
$0.02 per share) in 1997, 1996 and 1995, respectively.

F-17
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)

The fair value of options at grant date was estimated using the
Black-Scholes multiple option model where each vesting increment is treated as a
separate option with its own expected life and own fair value. The following
weighted average assumptions were used:

<TABLE>
<CAPTION>
DEC. 26, 1997 DEC. 27, 1996 DEC. 29, 1995
----------------- ----------------- -----------------
<S> <C> <C> <C>
Expected life................................ 2 2 2
Interest rate................................ 5.99% 5.94% 5.98%
Volatility................................... 29.79% 30.30% 31.23%
Dividend Yield............................... -- -- --
</TABLE>

SHAREHOLDER RIGHTS PLAN

On February 17, 1994, the Company's Board of Directors adopted a shareholder
rights plan to protect shareholders in the event of an unsolicited attempt to
acquire the Company which is not believed by the Board of Directors to be in the
best interest of shareholders. Under the plan, a dividend of one right (a
"Right") per share was declared and paid on each share of the Company's Common
Stock outstanding on April 1, 1994. As to shares issued after such date, rights
will automatically attach to them after their issuance.

Under the plan, registered holders of each Right may purchase from the
Company one one-hundredth of a share of a new class of the Company's Preferred
Stock, $0.01 par value per share, at a price of $150.00, subject to adjustment,
when the Rights become exercisable. The Rights become exercisable when a person
or group of persons acquires 15% or more of the outstanding shares of the
Company's Common Stock without the prior written approval of the Company's Board
of Directors (an "Unapproved Stock Acquisition"), and after ten business days
following the commencement of a tender offer that would result in an Unapproved
Stock Acquisition. If a person or group of persons makes an Unapproved Stock
Acquisition, the registered holder of each Right has the right to purchase, for
the exercise price of the Right, a number of shares of the Company's Common
Stock having a market value equal to twice the exercise price of the Right.
Following an Unapproved Stock Acquisition, if the Company is involved in a
merger, or 50% or more of the Company's assets or earning power are sold, the
registered holder of each Right has the right to purchase, for the exercise
price of the Right, a number of shares of the common stock of the acquiring
company having a market value equal to twice the exercise price of the Right.

After an Unapproved Stock Acquisition, but before any person or group of
persons acquires 50% or more of the outstanding shares of the Company's Common
Stock, the Board of Directors may exchange all or part of the then outstanding
and exercisable Rights for Common Stock at an exchange ratio of one share of
Common Stock per Right. Upon any such exchange, the right of any holder to
exercise a Right terminates.

The Company may redeem the Rights at a price of $0.01 per Right at any time
prior to an Unapproved Stock Acquisition (and after such time in certain
circumstances). The Rights expire on April 1, 2004, unless extended by the Board
of Directors. Until a Right is exercised, the holder thereof, as such, has no
rights as a stockholder of the Company, including the right to vote or to
receive dividends. The issuance of the Rights alone has no dilutive effect and
does not affect reported earnings per share.

FINANCIAL INSTRUMENTS AND FAIR VALUES

The Company had entered into variable to fixed interest rate swap agreements
in the notional amount of $100,000 as of December 26, 1997. These agreements
have expiration dates between 2000

F-18
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)

and 2002. Under these agreements, the Company received an average variable rate
of 5.8% and paid an average fixed rate of 6.2% during the twelve months ended
December 26, 1997. The Company also has variable to variable interest rate swap
agreements outstanding at December 26, 1997 with notional amounts of $225,693,
which effectively convert interest from a LIBOR basis to a broader index and cap
the Company's exposure to upward movement in rates at 8.5%. These agreements
expire in 2002. Under these agreements, the Company received an average variable
rate of 6.3% and paid an average variable rate of 5.4% during the twelve months
ended December 26, 1997.

Exposure to market risk on interest rate and foreign currency financial
instruments results from fluctuations in interest and currency rates,
respectively, during the periods in which the contracts are outstanding. The
counterparties to the Company's interest rate swap agreements and currency
exchange contracts consist of a diversified group of major financial
institutions, each of which is rated investment grade A or better. The Company
is exposed to credit risk to the extent of potential nonperformance by
counterparties on financial instruments. Any potential credit exposure does not
exceed the fair value as stated below; the Company believes the risk of
incurring losses due to credit risk is remote.

The cost to terminate the outstanding interest rate swaps as of December 26,
1997 was $5,054. Book value at December 26, 1997 was a $287 receivable. The fair
values of all other financial instruments, including debt, approximate their
book values.

COMMITMENTS AND CONTINGENCIES

Substantially all of the Company's operations are conducted in leased
premises. Total lease expense for the years ended December 26, 1997, December
27, 1996 and December 29, 1995 was $19,085, $11,543 and $7,187, respectively.
Future minimum lease payments under non-cancelable leases as of December 26,
1997 are $15,527, $14,593, $12,140, $9,594, $5,747 in 1998, 1999, 2000, 2001 and
2002, respectively.

Additionally, the Company had outstanding irrevocable letters of credit of
approximately $37.8 million (same as fair value). These letters of credit, which
expire in 1998, collateralize the Company's obligation under certain workers'
compensation insurance programs.

The Company in the ordinary course of its business is threatened with or
named as a defendant in various lawsuits. It is not possible to determine the
ultimate disposition of these matters; however, management is of the opinion
that the final resolution of any threatened or pending litigation is not likely
to have a material adverse effect on the financial position or results of
operations of the Company.

GEOGRAPHIC INFORMATION

The Company operates within one industry segment, providing employment
services in the United States, Puerto Rico, Canada, The Netherlands, United
Kingdom, France, Germany, Italy, Spain, Hong Kong, Singapore, Australia and New
Zealand. Prior to April 18, 1997, when the Company acquired Michael Page, the
Company's global interest was almost entirely in North America. For purposes of
this disclosure the Company has grouped its operations into these regions: North
America, Europe, and Asia Pacific.

F-19
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)

The table below provides information pertaining to the Company's operation
by geographic area:

<TABLE>
<CAPTION>
DEC. 26, 1997 DEC. 27, 1996 DEC. 29, 1995
-------------- -------------- --------------
<S> <C> <C> <C>
Revenues:
North America.............................. $ 1,357,093 $ 1,144,558 $ 864,247
Europe..................................... 214,930 2,593 --
Asia Pacific............................... 36,233 -- --
-------------- -------------- --------------
$ 1,608,256 $ 1,147,151 $ 864,247
-------------- -------------- --------------
-------------- -------------- --------------
Operating Profit:
North America.............................. $ 60,912 $ 58,973 $ 42,794
Europe..................................... 34,963 435 --
Asia Pacific............................... 4,533 -- --
-------------- -------------- --------------
100,408 59,408 42,794
Interest Expense............................. 24,269 5,696 990
Gain on sale of HealthCare business/merger
expenses................................... (5,300) 8,600 --
-------------- -------------- --------------
Earnings before income taxes................. $ 81,439 $ 45,112 $ 41,804
-------------- -------------- --------------
-------------- -------------- --------------
Identifiable Assets:
North America.............................. $ 465,367 $ 512,490 $ 424,489
Europe..................................... 548,268 -- --
Asia Pacific............................... 78,099 -- --
-------------- -------------- --------------
$ 1,091,734 $ 512,490 $ 424,489
-------------- -------------- --------------
-------------- -------------- --------------
</TABLE>

QUARTERLY FINANCIAL DATA (UNAUDITED-AMOUNT IN THOUSANDS, EXCEPT PER SHARE
AMOUNTS)

The following is a tabulation of the quarterly results of operations for the
years ended December 26, 1997 and December 27, 1996.

<TABLE>
<CAPTION>
1997 QUARTER ENDED
------------------------------------------------------------------
<S> <C> <C> <C> <C>
DEC. 26, 1997 SEPT. 26, 1997(A) JUNE 27, 1997 MARCH 28, 1997
-------------- ----------------- -------------- ---------------
Revenues................. $ 412,868 $ 455,770 $ 422,833 $ 316,785
Gross profit............. 134,331 153,414 141,958 97,440
Earnings before taxes.... 21,546 26,844 18,375 14,674
Income taxes............. 9,529 14,797 8,453 6,149
Net earnings (loss)...... 12,017 12,047 9,922 8,525
Basic earnings (loss) per 0.30 0.31 0.25 0.22
share..................
Diluted earnings (loss) 0.29 0.30 0.25 0.21
per share..............
Share price:
High..................... 31.000 25.625 21.438 21.563
Low...................... 23.625 21.750 17.563 17.125
</TABLE>

F-20
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)

<TABLE>
<CAPTION>
1996 QUARTER ENDED
------------------------------------------------------------------
<S> <C> <C> <C> <C>
DEC. 27, 1996 SEPT. 27, 1996 JUNE 28, 1996(B) MARCH 29, 1996
-------------- -------------- ----------------- ---------------
Revenues................. $ 306,527 $ 294,711 $ 281,188 $ 264,725
Gross profit............. 94,521 91,160 86,684 78,997
Earnings before taxes.... 17,237 13,970 4,069 9,836
Income taxes............. 7,192 6,143 4,415 4,347
Net earnings (loss)...... 10,045 7,827 (346) 5,489
Basic earnings (loss) per
share.................. 0.27 0.25 (0.01) 0.18
Diluted earnings (loss)
per share.............. 0.26 0.25 (0.01) 0.17

Share price:
High..................... 22.813 22.000 25.125 20.375
Low...................... 17.000 18.250 17.375 17.125
</TABLE>

- ------------------------

(a) Includes pretax gain on sale of HealthCare business of $5,300 and taxes of
$5,272.

(b) Includes $8,600 pretax of Brandon merger expenses.

F-21
<PAGE>
UNDERWRITING

Subject to the terms and conditions of the Underwriting Agreement, the
Company has agreed to sell to each of the Underwriters named below, and each of
such Underwriters, for whom Goldman, Sachs & Co., Robert W. Baird & Co.
Incorporated, NationsBanc Montgomery Securities LLC and BT Alex. Brown
Incorporated are acting as representatives, has severally agreed to purchase
from the Company, the respective number of shares of Common Stock set forth
opposite its name below:

<TABLE>
<CAPTION>
NUMBER OF
SHARES OF
UNDERWRITER COMMON STOCK
- ------------------------------------------------------------------------ --------------------
<S> <C>
Goldman, Sachs & Co. ................................................... 1,400,000
Robert W. Baird & Co. Incorporated...................................... 1,400,000
NationsBanc Montgomery Securities LLC. ................................. 1,400,000
BT Alex. Brown Incorporated............................................. 1,400,000
George K. Baum & Company................................................ 200,000
Donaldson, Lufkin & Jenrette Securities Corporation..................... 200,000
Gerard Klauer Mattison & Co., Inc....................................... 200,000
Janney Montgomery Scott Inc............................................. 200,000
Legg Mason Wood Walker, Incorporated.................................... 200,000
Prudential Securities Incorporated...................................... 200,000
Stephens Inc............................................................ 200,000
--------------------
Total................................................................. 7,000,000
--------------------
--------------------
</TABLE>

Under the terms and conditions of the Underwriting Agreement, the
Underwriters are committed to take and pay for all of the shares offered hereby,
if any are taken.

The Underwriters propose to offer the shares of Common Stock in part
directly to the public at the initial public offering price set forth on the
cover page of this Prospectus and in part to certain securities dealers at such
price less a concession of $0.67 per share. The Underwriters may allow, and such
dealers may reallow, a concession not in excess of $0.10 per share to certain
brokers and dealers. After the shares of Common Stock are released for sale to
the public, the offering price and other selling terms may from time to time be
varied by the representatives.

The consummation of the Offering and the Notes Offering are not conditioned
upon each other.

The Company has granted the Underwriters an option exercisable for 30 days
after the date of this Prospectus to purchase up to an aggregate of 1,050,000
additional shares of Common Stock solely to cover over-allotments, if any. If
the Underwriters exercise their over-allotment option, the Underwriters have
severally agreed, subject to certain conditions, to purchase approximately the
same percentage thereof that the number of shares to be purchased by each of
them, as shown in the foregoing table, bears to the 7,000,000 shares of Common
Stock offered.

The Company has agreed that, during the period beginning from the date of
this Prospectus and continuing to and including the date 90 days after the date
of the Prospectus, it will not offer, sell, contract to sell or otherwise
dispose of any securities of the Company (other than pursuant to employee stock
option plans existing, or on the conversion or exchange of convertible or
exchangeable securities outstanding on the date of this Prospectus) which are
substantially similar to the shares of the Common Stock or which are convertible
or exchangeable into securities which are substantially similar to the shares of
the Common Stock without the prior written consent of the representatives,
except for (i) the shares of Common Stock offered in connection with the
Offering, (ii) the Notes, (iii) the shares of Common Stock issuable upon
conversion of the Notes, (iv) 500,000 shares of Common Stock, or such

U-1
<PAGE>
securities that are convertible or exchangeable for 500,000 shares of Common
Stock, issued in connection with any merger or acquisition announced after the
date of this Prospectus, and (v) such additional shares of Common Stock, or such
securities that are convertible or exchangeable for shares of Common Stock, in
excess of 500,000 shares of Common Stock, in excess of 500,000 shares of Common
Stock issued in connection with a merger or acquisition, provided that all the
recipients of such shares of Common Stock or convertible or exchangeable
securities agree in writing not to offer, sell, contract to sell or otherwise
dispose of such shares of Common Stock or convertible or exchangeable securities
until after the 90th day following the date of this Prospectus.

In connection with the Offering and the Notes Offering, the Underwriters may
purchase and sell the Common Stock and the Notes in the open market. These
transactions may include over-allotment and stabilizing transactions and
purchases to cover syndicate short positions created in connection with the
Offering and the Notes Offering. Stabilizing transactions consist of certain
bids or purchases for the purpose of preventing or retarding a decline in the
market price of the Common Stock or the Notes; and syndicate short positions
involve the sale by the Underwriters of a greater number of shares of Common
Stock or Notes than they are required to purchase from the Company in the
Offering or the Notes Offering. The Underwriters also may impose a penalty bid,
whereby selling concessions allowed to syndicate members or other broker-dealers
in respect of the Common Stock or Notes sold in the Offering and the Notes
Offering for their account may be reclaimed by the syndicate if such Common
Stock or Notes are repurchased by the syndicate in stabilizing or covering
transactions. These activities may stabilize, maintain or otherwise affect the
market price of the Common Stock or the Notes, which may be higher than the
price that might otherwise prevail in the open market; and these activities, if
commenced, may be discontinued at any time. These transactions may be effected
on the New York Stock Exchange, in the over-the-counter market or otherwise.

Each Underwriter has also agreed that (a) it has not offered or sold and
prior to the date six months after the date of issue of the shares of Common
Stock will not offer or sell any shares of Common Stock to persons in the U.K.
except to persons whose ordinary activities involve them in acquiring, holding,
managing or disposing of investments (as principal or agent) for the purpose of
their businesses or otherwise in circumstances which have not resulted and will
not resulted in an offer to the public in the U.K. within the meaning of the
Public Offers of Securities Regulations 1995, (b) it has complied, and will
comply with, all applicable provisions of the Financial Services Act of 1986 of
Great Britain with respect to anything done by it in relation to the shares of
Common Stock in, from or otherwise involving the U.K., and (c) it has only
issued or passed on and will only issue or pass on in the U.K. any document
received by it in connection with the issuance of the shares of Common Stock to
a person who is of a kind described in Article 11(3) of the Financial Services
Act 1986 (Investment Advertisements) (Exemptions) Order 1995 of Great Britain or
is a person to whom the document may otherwise lawfully be issued or passed on.

An affiliate of NationsBanc Montgomery Securities LLC provides certain
commercial banking services to the Company.

The Company intends to use more than 10% of the net proceeds from the sale
of the Common Stock to repay indebtedness owed by it to an affiliate of
NationsBanc Montgomery Securities LLC. See "Use of Proceeds". Accordingly, the
Offering is being made in compliance with the requirements of Rule 2710(c)(8) of
the National Association of Securities Dealers, Inc.

The Company has agreed to indemnify the several Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933.

U-2
<PAGE>
[INSIDE BACK COVER: WORLD MAP INDICATING OFFICE LOCATIONS FOR COMMERCIAL AND
PROFESSIONAL SERVICES]
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY SUCH SECURITIES OTHER THAN THE SECURITIES TO
WHICH IT RELATES OR AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY SUCH
SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL.
NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER
ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT THE INFORMATION CONTAINED
HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.

------------------------

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
-----------
<S> <C>
Prospectus Summary............................ 3
Risk Factors.................................. 9
Use of Proceeds............................... 12
Concurrent Notes Offering..................... 12
Price Range of Common Stock................... 13
Dividend Policy............................... 13
Capitalization................................ 14
Selected Consolidated Financial and Operating
Data........................................ 15
Management's Discussion and Analysis of
Financial Condition and Results of
Operations.................................. 17
Business...................................... 24
Management.................................... 34
Validity of the Shares........................ 36
Experts....................................... 36
Available Information......................... 36
Incorporation of Certain Documents by
Reference................................... 36
Index to Consolidated Financial Statements.... F-1
Underwriting.................................. U-1
</TABLE>

7,000,000 SHARES

[LOGO]

COMMON STOCK
(PAR VALUE $.01 PER SHARE)

---------------------

PROSPECTUS

---------------------

GOLDMAN, SACHS & CO.
ROBERT W. BAIRD & CO.
Incorporated
NATIONSBANC MONTGOMERY
SECURITIES LLC
BT ALEX. BROWN
REPRESENTATIVES OF THE UNDERWRITERS

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------