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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1999
Commission file number: 0-23198
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Norrell Corportion
401(k) Retirement Savings Plan
INTERIM SERVICES INC.
2050 SPECTRUM BOULEVARD, FORT LAUDERDALE, FLORIDA 33309
(Address of principal executive offices) (Zip code)
(954) 938-7600
(Registrant's telephone number, including area code)
(a) Financial Statements. Filed as part of this Report on Form 11-K are
the financial statements of the Norrell Corportion 401 (k) Retirement
Savings Plan as required by Form 11-K, together with the reports thereon
of Deloitte & Touche LLP independent certified public accountants, dated
June 21, 2000, and Arthur Andersen LLP independent certified public
accountants, dated June 28, 1999.
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NORRELL CORPORATION
401(k) RETIREMENT SAVINGS PLAN
TABLE OF CONTENTS
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INDEPENDENT AUDITORS' REPORTS:
Deloitte & Touche LLP..................................... 1
Arthur Andersen LLP....................................... 2
FINANCIAL STATEMENTS AS OF DECEMBER 31, 1999 AND 1998 AND
FOR THE YEARS THEN ENDED:
Statements of Net Assets Available for Benefits........... 3
Statements of Changes in Net Assets Available for
Benefits.................................................. 4
Notes to Financial Statements............................. 5 - 8
SIGNATURES................................................ 9
EXHIBIT INDEX............................................. 10
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INDEPENDENT AUDITORS' REPORT
To the Trustees and Participants of
Norrell Corporation 401(k) Retirement Savings Plan
Fort Lauderdale, Florida:
We have audited the accompanying statement of net assets available for
benefits of Norrell Corporation 401(k) Retirement Savings Plan (the "Plan")
as of December 31, 1999 and the related statement of changes in net assets
available for benefits for the year then ended. These financial statements
are the responsibility of the Plan's management. Our responsibility is to
express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with auditing standards generally
accepted in the United States of America. 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
audit provides a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the net assets available for benefits of the Plan as of December
31, 1999 and the changes in net assets available for benefits for the year
then ended in conformity with accounting principles generally accepted in the
United States of America.
Our audit was conducted for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental schedule listed
in the exhibit index is presented for the purpose of additional analysis
and is not a required part of the basic financial statements but is
supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. This schedule is the responsibility of the Plan's
management. Such supplemental schedule has been subjected to the auditing
procedures applied in our audit of the basic financial statements and, in our
opinion, is fairly stated in all material respects when considered in
relation to the basic financial statements taken as a whole.
As discussed in Note 4 to the financial statements, effective December 1,
1999, the Plan was merged into the Interim Services Inc. 401(k) Benefit Plan.
DELOITTE & TOUCHE LLP
Certified Public Accountants
Ft. Lauderdale, Florida
June 21, 2000
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REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Norrell Corporation
401(k) Retirement Savings Plan:
We have audited the accompanying statement of net assets available for benefits
of the NORRELL CORPORATION 401(K) RETIREMENT SAVINGS PLAN as of December 31,
1998 and the related statement of changes in net assets available for benefits
for the year then ended. These financial statements are the responsibility of
the Plan's management. Our responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our audit 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 audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as of
December 31, 1998 and the changes in net assets available for benefits for the
year then ended in conformity with generally accepted accounting principles.
Arthur Andersen LLP
Atlanta, Georgia
June 28, 1999
2
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NORRELL CORPORATION
401(k) RETIREMENT SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
YEARS ENDED DECEMBER 31, 1999 AND 1998
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ASSETS 1999 1998
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INVESTMENTS, FAIR VALUE
PARTICIPANT DIRECTED SHARES OF REGISTERED INVESTMENT
COMPANIES:
Vanguard Index 500 Fund................................... $ -- $ 3,235,526
Fidelity Retirement Money Market Fund..................... -- 724,694
Fidelity Investment Grade Bond Fund....................... -- 94,428
Fidelity Intermediate Bond Fund........................... -- 72,710
Fidelity Fund............................................. -- 791,188
Fidelity Growth and Income Fund........................... -- 1,285,610
Fidelity Contrafund....................................... -- 1,142,298
Fidelity Balanced Fund.................................... -- 252,957
Valley Temporary Services Funds........................... -- 241,567
Carson Growth Funds....................................... -- 1,213,150
Carson Growth and Income Funds............................ -- 220,742
Carson Money Market Fund.................................. -- 27,361
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Total registered investment company stock............... -- 9,302,231
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GROUP ANNUITY CONTRACTS
Charter Guaranteed Long Term Fund......................... -- 8,729,632
POOLED SEPARATE ACCOUNTS
Fidelity Asset Manager Account............................ -- 2,473,182
Fidelity Advisor Growth Opportunities Account............. -- 11,726,247
American Century Ultra Account............................ -- 3,906,194
Warburg Pincus International Equity Account............... -- 2,100,673
Lazard Small Cap Account.................................. -- 787,421
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Total pooled separate accounts.......................... -- 20,993,717
NORRELL CORPORATION COMMON STOCK............................ -- 5,451,550
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Total participant directed investments.................. -- 44,477,130
NONPARTICIPANT DIRECTED
Fidelity Retirement Money Market Fund..................... -- 300,226
Norrell Corporation Common Stock.......................... -- 2,893,028
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Total nonparticipant directed investments............... -- 3,193,254
PARTICIPANT LOANS RECEIVABLE................................ -- 82,121
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Total investments....................................... -- 47,752,505
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CONTRIBUTIONS RECEIVABLE
Employer.................................................. -- 113,454
Participant............................................... -- 279,877
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Total contributions receivable.......................... -- 393,331
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NET ASSETS AVAILABLE FOR BENEFITS........................... $ -- $48,145,836
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</TABLE>
See accompanying notes to financial statements.
3
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NORRELL CORPORATION
401(k) RETIREMENT SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEARS ENDED DECEMBER 31, 1999 AND 1998
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1999 1998
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ADDITIONS:
Net appreciation.......................................... $ 2,360,603 $ 965,816
Dividend and interest income.............................. 617,057 652,587
Participant contributions................................. 7,222,632 8,161,451
Employer contributions.................................... 729,298 914,415
Participant rollovers..................................... 1,052,143 1,415,660
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Total additions......................................... 11,981,733 12,109,929
DEDUCTIONS:
Distribution to plan participants......................... (8,875,766) (5,346,328)
Commission/fees........................................... (9,259) --
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Total deductions........................................ (8,885,025) (5,346,328)
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NET INCREASE................................................ 3,096,708 6,763,601
NET ASSETS AVAILABLE FOR BENEFITS, BEGINNING OF YEAR........ 48,145,836 34,897,289
TRANSFERS IN FROM MERGED PLANS.............................. -- 6,484,946
TRANSFERS OUT............................................... (51,242,544) --
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NET ASSETS AVAILABLE FOR BENEFITS, END OF YEAR.............. $ -- $48,145,836
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</TABLE>
See accompanying notes to financial statements.
4
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NORRELL CORPORATION
401(k) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1999 AND 1998
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1. DESCRIPTION OF THE PLAN
The following brief description of the Norrell Corporation 401(k)
Retirement Savings Plan (the "Plan") is applicable to the Plan as it was in
effect during the year ended December 31, 1999. As described more fully in
Note 4, effective December 1, 1999, the plan was merged into the Interim
Services Inc. 401(k) Benefit Plan, resulting in certain changes involving
employer matching contributions, vesting and participant-directed investment
fund options. Accordingly, the year ended December 31, 1999 is the final
reporting period of the Plan. Participants should refer to the Plan agreement
for a more complete description of the Plan through November 30, 1999 and the
merged plan document subsequent thereto.
The Plan was a defined contribution salary deferral and profit-sharing
plan for the exclusive benefit of eligible employees of Norrell Corporation
(the "Company"). An employee was eligible to participate on the next entry
date following the date he/she completed 30 days of qualifying service and
attained age 18. The entry date was the first day of each calendar month
during the period in which the Plan remained in effect. Participants were
allowed to contribute, via payroll deductions, up to 15% of their before-tax
compensation, as defined, subject to certain provisions of the Internal
Revenue Code ("IRC"), into any one of the seven existing investment options
or a combination thereof in increments of 1%. For each $1 of annual
compensation deferred up to the first 4% of annual compensation, the
participant would receive a matching company contribution of $.50. All
participant and employer matching contributions were 100% participant
directed. The Company could, at its discretion, make an annual contribution,
all of which would be invested in Norrell Corporation Common Stock. Under the
terms of the Plan, participants were eligible for distribution of their
accounts upon the earlier of death, retirement, disability, or termination of
employment. Distributions of a participant's deferral account, as defined,
could also be made for certain defined hardships. The Plan provided each
participant with an individual account, which reflected the participant's
interest in the fund resulting from contributions, interest, dividends,
realized and unrealized gains, and other sources of income, less realized and
unrealized losses, expenses, and other distributions which were attributed to
the interest of each participant. Contributions attributable to a specific
participant were recorded to his/her account. The Company's discretionary
contributions were allocated annually based on the ratio of the participant's
annual salary to the total annual salaries of all participants who were
eligible to receive an allocation and were made only to the named stock fund.
In 1999 and 1998, the Company did not contribute a discretionary match to the
Plan. Income or loss of the individual funds was allocated to each
participant based on the ratio of each participant's average account balance
to the average total account balances of all participants.
The following investment fund options represent the available options
which participants could elect to use until the Plan's merger:
CHARTER GUARANTEED LONG TERM FUND--This fund provides a fixed annual
rate of return under unallocated insurance contracts issued by
Connecticut General Life Insurance Company ("CIGNA"). The principal
of all funds invested, along with credited interest, is guaranteed
against loss by CIGNA. Interest rates are declared every six months
in advance.
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FIDELITY ASSET MANAGER ACCOUNT--This separate account invests wholly
in Fidelity Asset Manager Fund, a mutual fund. The fund seeks high
total return with reduced risk over the long term by allocating its
assets among stock, bonds and short-term instruments both in the
United States and internationally.
FIDELITY ADVISOR GROWTH OPPORTUNITIES ACCOUNT--This separate account
invests wholly in the Fidelity Advisor Growth Opportunities Fund, a
mutual fund. This fund is invested primarily in equity securities
(primarily common stocks of large companies) that offer the potential
of better-than-average capital appreciation.
AMERICAN CENTURY ULTRA ACCOUNT--This separate account invests wholly in
the American Century Ultra fund, a mutual fund. This fund is normally
invested in equity securities, primarily common stocks, of companies
that have a record of at least three years of continuous operations.
WARBURG PINCUS INTERNATIONAL EQUITY ACCOUNT--This separate account
invests wholly in the Advisor Shares of the Warburg Pincus International
Equity Fund, a mutual fund. This fund seeks long-term capital
appreciation by investing in a broadly diversified portfolio of equity
securities of financially strong non-U.S. issuers located in growing
international economies.
LAZARD SMALL CAP ACCOUNT--This separate account invests wholly in the
Lazard Small Cap Portfolio, a mutual fund. This fund seeks to provide
capital appreciation by investing in equities issued by U.S. small
capitalization companies.
VANGUARD INDEX 500 FUND--This fund invests in 500 larger, well-known
companies and seeks investment results that mirror the Standard & Poor's
500 index.
NORRELL CORPORATION COMMON STOCK--This fund invests solely in the
Company's common stock. This fund seeks long-term appreciation based on
increases in value of the Norrell Corporation common stock.
INTERIM SERVICES INC. COMMON STOCK--This fund invests solely in Interim
Services Inc. common stock. This fund seeks long-term appreciation based
on increases in value of the Interim Services Inc. common stock.
Additional funds available prior to December 31, 1998 included:
FIDELITY RETIREMENT MONEY MARKET FUND--This fund seeks as high a level of
current income as is consistent with the preservation of capital and
liquidity.
FIDELITY INVESTMENT GRADE BOND FUND--This fund seeks to provide a high
rate of income through investing in a broad range of fixed-income
securities.
FIDELITY INTERMEDIATE BOND FUND--This fund seeks a high level of current
income through investing in domestic and foreign investment-grade
securities.
FIDELITY FUND--This fund seeks long-term capital growth and reasonable
current income through investing in well-established companies.
FIDELITY GROWTH AND INCOME FUND--This fund is invested primarily in
common stocks and securities convertible into common stocks that
provide capital growth. This fund seeks high total return through
investing in companies that pay current dividends and offer potential
growth in earnings.
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FIDELITY CONTRAFUND--This fund seeks capital growth through investing
in domestic and foreign equity securities of companies the fund manager
believes to be undervalued.
FIDELITY BALANCED FUND--This fund seeks high total return with reduced
risk over the long term by allocating its assets among stocks, bonds,
and short-term instruments both in the United States and internationally.
VALLEY TEMPORARY SERVICES FUNDS--These funds consist of the following 16
funds that have several different investment objectives: money market,
high-quality bond, diversified capital, balanced, index stock, capital
growth stock, growth plus stock, international stock, emerging-growth
stock, lifestyle conservative, lifestyle moderate, lifestyle balanced,
lifestyle growth, lifestyle aggressive, three-year compensation, and
five-year compensation.
CARSON GROWTH FUNDS--These funds consist of 30 individual funds that seek
growth of capital through investment in a diversified portfolio of common
stocks.
CARSON GROWTH AND INCOME FUNDS--These funds consist of five individual
funds that seek current income and capital appreciation primarily through
investments in equity and debt securities.
CARSON MONEY MARKET FUND--This fund invests in high-quality money market
instruments.
Participants were fully vested in any contributions they made and vested
in company contributions after two years of qualifying service. Forfeitures
on nonvested company contributions were offset against company contributions.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING--The financial statements of the Plan have been
prepared on the accrual basis of accounting.
USE OF ESTIMATES--The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect certain reported amounts and
disclosures. Actual results could differ from those estimates.
VALUATION OF INVESTMENTS--The value for the Plan's investments in the
registered investment companies is determined by the trustee based on the
quoted market unit value for each fund, which, in turn, is based on the
market value of the investments' underlying assets.
Investment in company common stock is stated at market value as
determined by the trade price on the New York Stock Exchange.
The Plan's pooled separate account is reported at fair value. Fair
value is determined based on discounted cash flows at a market
interest rate for investments with similar characteristics.
ADMINISTRATIVE EXPENSES--The Company paid all administrative expenses of
the Plan for the years ended December 31, 1999 and 1998.
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3. TAX STATUS
The Plan obtained its latest determination letter dated August 12, 1997
in which the Internal Revenue Service stated that the Plan, as amended and
restated, was in compliance with the applicable requirements of the IRC;
however, the Plan was amended effective December 31, 1998 and 1997.
Management believes that the Plan was designed and was being operated in
accordance with applicable provisions of the IRC as of December 31, 1999 and
1998.
4. PLAN MERGER
Effective December 1, 1999, the Plan was merged into the Interim
Services Inc. 401(k) Benefit Plan. All contributions to the Plan, both
employee and employer, ceased on November 30, 1999. With this merger, the
existing funds in the Plan (CIGNA Guaranteed Long-Term Fund, Fidelity Asset
Manager Fund, Fidelity Advisor Growth Opportunities Fund, American 20th
Century Ultra Fund, Warburg Pincus International Equity Fund, Lazard Small
Cap Fund, Vanguard Index 500 Fund) were liquidated, and the participant's
balances in those funds were allocated to existing funds in the Plan based on
common levels of risk. Assets transferred out of the Plan have been recorded
as Transfers Out on the accompanying statement of changes in net assets
available for benefits for the year ended December 31, 1999.
5. FUND INFORMATION
In September 1999, the Accounting Standards Executive Committee of the
American Institute of Certified Public Accountants issued Statement of
Position 99-3("SOP 99-3"), ACCOUNTING FOR AND REPORTING OF CERTAIN DEFINED
CONTRIBUTION BENEFIT PLAN INVESTMENTS AND OTHER DISCLOSURE MATTERS, which,
upon adoption, eliminates the requirement to disclose information about
significant components of the changes in net assets for each
participant-directed investment fund option. The Plan retroactively adopted
SOP 99-3 on January 1, 1999.
6. NONPARTICIPANT-DIRECTED INVESTMENTS
Information about the significant components of the changes in net assets
relating to the nonparticipant-directed investments is as follows:
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Year Ended December 31,
1999 1998
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Changes in Net Assets Available for Benefits:
Dividends and interest income $ 16,555 $ 32,922
Net appreciation 357,075 (1,039,258)
Distribution to plan participants (446,836) (395,344)
Commission/fees (1,068) -
Transfers to participant-directed investments (327,875) -
Transfers in from merged plans - 378,412
Transfers out (2,791,105) -
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$(3,193,254) $(1,023,268)
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* * * * *
8
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Administrative Committee has duly caused this annual report to be signed on
its behalf by the undersigned thereunto duly authorized.
Norrell Corporation
401(k) Retirement Savings Plan
Date: June 28, 2000 /s/ Mark W. Smith
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By: /s/ Mark W. Smith
Vice President Finance of
Interim Services Inc.
(Principal Accounting Officer)
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EXHIBIT INDEX
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Exhibit
Number Exhibit Name
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23.1 Independent Auditors' Consent - Deloitte & Touche LLP
23.2 Consent of Independent Accountants - Arthur Andersen LLP
99.1 Form 5500 Schedule H, 4j - Schedule of Reportable Transactions
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