SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------------------------
FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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(Mark One)
( X ) ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 for the fiscal year ended December 31, 1997
or
( ) TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 for the transition period from ____________ to _____________
Commission File No. 000-24484
A. Full title and address of the plan, if different from that of the issuer
named below:
ACCUSTAFF INCORPORATED
EMPLOYEE SAVINGS AND
PROFIT SHARING PLAN AND TRUST
ONE INDEPENDENT DRIVE
JACKSONVILLE, FLORIDA 32202
(904) 360-2000
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
ACCUSTAFF INCORPORATED
ONE INDEPENDENT DRIVE
JACKSONVILLE, FLORIDA 32202
(904) 360-2000
REQUIRED INFORMATION
The following financial statements and schedules have been prepared in
accordance with the financial reporting requirements of the Employee Retirement
Income Security Act of 1974, as amended:
1. Statement of Net Assets Available for Benefits as of December 31, 1997
and 1996.
2. Statement of Changes in Net Assets Available for Benefits for the Year
Ended December 31, 1997 and 1996.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this Annual Report to be signed on its behalf by the undersigned hereunto
duly authorized on this 7th day of July 1998.
ACCUSTAFF INCORPORATED
EMPLOYEE SAVINGS AND PROFIT SHARING PLAN AND TRUST
By: ACCUSTAFF INCORPORATED
(Plan Administrator)
By: /s/ Robert P. Crouch
--------------------
Robert P. Crouch, Vice President & Controller
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<PAGE>
ACCUSTAFF INCORPORATED
EMPLOYEE SAVINGS AND PROFIT SHARING PLAN AND TRUST
REPORT ON AUDITS OF FINANCIAL STATEMENTS
AND SUPPLEMENTAL SCHEDULES
FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1996
TABLE OF CONTENTS
Report of Independent Accountant 3
Financial Statements:
Statement of Net Assets Available for Benefits 4
Statement of Changes in Net Assets Available for Benefits 5
Notes to Financial Statements 6
Supplemental Schedules:
Item 27a-Schedule of Assets Held for Investment Purposes 12
Item 27d-Schedule of Reportable Transactions 13
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<PAGE>
Report of Independent Accountants
Administrator of the AccuStaff Incorporated
Employee Savings and Profit Sharing Plan and Trust
We have audited the accompanying statements of net assets available for benefits
of AccuStaff Incorporated Employee Savings and Profit Sharing Plan and Trust
(the Plan) as of December 31, 1997 and 1996, and the related statements of
changes in net assets available for benefits for the years 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 AccuStaff
Incorporated Employee Savings and Profit Sharing Plan and Trust as of December
31, 1997 and 1996, and the changes in net assets available for benefits for the
year then ended in conformity with generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of AccuStaff
Incorporated Employee Savings and Profit Sharing Plan and Trust are presented
for purposes of additional analysis and are not a required part of the basic
financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. The supplemental schedules
have been subjected to the auditing procedures applied in the audits of the
basic financial statements and, in our opinion, are fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.
PricewaterhouseCoopers LLP
Jacksonville, Florida
July 7, 1998
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AccuStaff Incorporated Employee Savings and Profit Sharing Plan and Trust
Statement of Net Assets Available for Benefits
December 31, 1997 and 1996
1997 1996
Assets:
Investments at fair value:
Money market funds $81,271 $77,450
Common stock -- 470
Limited partnerships 2,200 22,200
Mutual fund pooled accounts 3,678,638 2,613,908
Participant notes receivable 6,609 6,779
-------------- --------------
Total investments 3,768,718 2,720,807
Transfer from merged plan 6,931,846 --
Contribution receivable from employees 38,875 46,775
Accrued interest -- 18,063
-------------- --------------
Total assets 10,739,439 2,785,645
Liabilities:
Due to AccuStaff Incorporated -- 4,061
-------------- --------------
Net assets available for benefits $10,739,439 $2,781,584
============== ==============
The accompanying notes are an integral part of these financial statements.
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<PAGE>
AccuStaff Incorporated Employee Savings and Profit Sharing Plan and Trust
Statement of Changes in Net Assets Available for Benefits
for the year ended December 31, 1997 and 1996
1997 1996
Additions to net assets attributed to:
Investment income:
Interest and dividends $398,435 $135,819
Net appreciation (depreciation)
in fair value of investments 504,222 (53,451)
-------------- --------------
902,657 82,368
Employee rollovers from other plans -- 21,118
Employee benefit plans merged 9,908,831 1,536,195
Employee contributions 2,392,716 595,681
Employer contributions 6,853 --
-------------- --------------
Total additions 13,211,057 2,235,362
Deductions from net assets attributed to:
Benefits paid to participants 774,189 126,111
Administrative expenses -- 8,686
Employee rollovers to other plans 4,479,013 --
-------------- --------------
Total deductions 5,253,202 134,797
-------------- --------------
Net increase 7,957,855 2,100,565
Net assets available for benefits:
Beginning of year 2,781,584 681,019
-------------- --------------
End of year $10,739,439 $2,781,584
============== ==============
The accompanying notes are an integral part of these financial statements.
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<PAGE>
AccuStaff Incorporated (the "Company") Employee Savings and Profit Sharing Plan
and Trust Notes to Financial Statements
1. Description of Plan:
The following description of the AccuStaff Incorporated Employee Savings
and Profit Sharing Plan and Trust (the Plan) provides only general
information. Participants should refer to the Plan agreement for a more
complete description of the Plan's provisions.
General - The Plan is a defined contribution plan covering the commercial
division employees of AccuStaff Incorporated who are age 21 or older and
have completed at least one year of service with a minimum of 1,000 hours.
To continue to vest in Company contributions, a participant must work at
least 1,000 hours each year. The Plan is subject to the provisions of the
Employee Retirement Income Security Act of 1974 (ERISA).
Contributions - Employer contributions to the Plan are at the discretion of
the Company and are a discretionary matching percentage of the
participants' contributions. Company contributions are allocated to
participants in proportion to their annual contribution. There were no
employer contributions for the years ended December 31, 1997 and 1996.
Participants may elect to defer and contribute to the Plan up to 15% of
their annual compensation, within the limitations prescribed by law, and
under the provisions of the Plan. Individual participants' contributions
are limited to an annual IRS maximum amount ($9,500 for the plan year ended
December 31, 1997).
Self Directed Contributions - Under the provisions of the Plan,
participants may direct their contributions to be invested in various
pooled accounts of the Strong Mutual Fund Company. Contributions may be
invested in one account or allocated among different accounts. Changes in
allocation of contributions among accounts are permitted pursuant to
contract provisions.
Accounts available to participants and the related investment objective are
summarized as follows:
o Strong Money Market Fund - This Fund seeks current income, a stable
share price, and daily liquidity. The Fund primarily invests in
corporate, bank, and government instruments that present minimal
credit risk.
o Strong Asset Allocation Fund - This Fund seeks high total return
consistent with reasonable risk over the long term. The Fund pursues
this objective by allocating its assets among stocks, bonds and cash.
o Strong Common Stock Fund - This Fund seeks capital growth. The Fund
invests at least 80% of its net assets in equity securities. It
currently emphasizes small companies that the advisor believes are
under-researched and attractively valued.
o Strong Government Securities Fund - This Fund seeks total return by
investing for a high level of current income with a moderate degree of
share-price fluctuation. The Fund normally invests at least 80% of its
net assets in U.S. government securities.
o Strong Index 500 Fund - This Fund seeks to approximate as closely as
practicable (before fees and expenses) the capitalization-weighted
total rate of return of that portion of the U.S. market for publicly
traded common stocks composed of the larger capitalization companies.
o Strong Growth Fund - This Fund seeks capital growth. It invests
primarily in equity securities that the advisor believes have
above-average growth prospects.
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o Strong International Stock Fund - This Fund seeks capital growth. It
invests primarily in the equity securities of issuers located outside
the United States.
o Strong Schafer Value Fund - This Fund's primary investment objective
is long-term capital appreciation. The Fund invests principally in
common stocks and other equity securities. Current income is a
secondary objective in the selection of investments.
o Strong AccuStaff Company Stock Fund - This Fund was created
specifically for AccuStaff employees. The fund purchases 95% of its
value into the AccuStaff Company stock. Five percent is held in the
Strong Money Market Fund. The combined value is unitized into which
the employee invests, which are then converted to units. The employee
invests in the units.
Earnings Allocation - Plan earnings are allocated to participants' accounts
on a daily basis based upon their individual account balances as of the
beginning of the Plan's Fiscal Year, less any withdrawals made during the
year.
Forfeiture Allocation - Forfeitures of terminated participants' accounts
related to the provisions of the Plan would result in a reduction of the
Company's contributions in the year of such forfeiture.
Vesting - Employee contributions plus actual earnings thereon are fully
vested at all times. Employer contributions made on behalf of each
participant are partially vested from service years two through four and
become fully vested after the participant completes five service years.
Pursuant to an amendment to the Plan effective January 1, 1998, vesting
will occur equally over four years of service.
In the event of death or total and permanent disability while under the
Company's employment, all amounts credited to the participant's account as
of the subsequent plan anniversary date are considered fully vested.
Payment of Benefits - Upon retirement, death or disability, a participant
or participant's beneficiary will receive a lump sum amount or installments
over a period of time not more than the participant's/beneficiary's life
expectancy determined at the time of distribution.
Participants' Notes Receivable - Participants may receive loans from the
Plan within limits established by rules under the Internal Revenue Code.
All loans must be secured. A participant may use up to one-half of his or
her non-forfeitable account balance under the Plan to secure a loan. Loans
require periodic payments with principal amortized over a period not to
exceed five years, except for loans to acquire a principal residence, which
require periodic payments over a reasonable period determined at the date
the loan is made. All loans are considered a directed investment from a
participant's account under the Plan. All payments of principal and
interest by a participant on a loan are credited to his or her account.
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<PAGE>
2. Summary of Significant Accounting Policies:
Basis of Accounting - The financial statements of the Plan are prepared
under the accrual method of accounting.
Administrative Expenses - All expenses of administration may be paid out of
the Plan's funds or by the Company.
Investment Valuation and Income Recognition - The Plan's investments are
stated at fair value based upon quoted market prices, if available.
Investments for which quoted market prices are not available, principally
limited partnerships, are carried at their estimated fair value as
determined by the limited partnership or Trustee. Shares of registered
investment companies are valued at quoted market prices, which represent
the net asset value of shares held by the Plan at year-end. Gains or losses
on the sale of investments are based on the cost or adjusted value of each
specific investment.
The Plan presents in the statement of changes in net assets available for
benefits the net appreciation (depreciation) in fair value of its
investments which consists of the realized gains or losses and the
unrealized appreciation (depreciation) on these investments.
Purchases and sales of securities are recorded on a trade-date basis.
Interest income is recorded on the accrual basis. Dividends are recorded on
the ex-dividend date.
Use of Estimates - The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
significant estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosures of contingent assets and liabilities
at the date of the financial statements and the reported amounts of revenue
and expenses during the reporting period. Actual results could differ from
those estimates.
Risks and Uncertainties - The Plan provides for various investment options
in any combination of stocks, bonds, fixed income securities, mutual funds
and other investment securities. Investment securities are exposed to
various risks, such as interest rate, market and credit. Due to the level
of risk associated with certain investment securities and the level of
uncertainty related to changes in the value of investment securities, it is
at least reasonably possible that changes in risks in the near term would
materially affect participants' account balances and the amounts reported
in the statement of net assets available for plan benefits and the
statement of changes in net assets available for plan benefits.
Benefits - Benefits are recorded when paid.
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<PAGE>
3. Investments
Investments which exceeded 5% of the Plan's net assets at December 31, 1997
and 1996 are summarized as follows:
December 31, December 31,
1997 1996
----------------- ---------------
Mutual Fund company accounts:
Strong Mutual Fund:
Money Market Fund 984,184 907,148
International Stock Fund 154,866 174,112
Government Securities Fund 350,135 230,414
Schafer Value Fund 427,555 256,393
Growth Fund 715,313 397,612
Common Stock Fund 712,064 455,092
The following is a summary of self-directed investments for the year ended
December 31, 1997:
<TABLE>
<CAPTION>
Net Assets
---------------------------------------------------------------------------------------------
Additions Deductions
-------------------------------------------------------------------------------- ------------
Benefits
Beginning Rolled in Net
Balance From Investment Ending
of Self- Merged/ Transfer Participant Income and Benefits Balance of
Directed Transferred to Other Contribu- Gains/ Paid to Self-Directed
Investments Plans Transfers Plans tions Losses Total Participants Investments
----------- ----------- ----------- ----------- ----------- ---------- ------- ------------ -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
The Strong Mutual Funds:
Money Market Fund $ 907,148 $2,935,819 ($1,713,650) $(1,192,272) $331,238 $108,136 $1,376,419 ($392,235) $984,184
Asset Allocation Fund 82,800 -- 67,942 (114,930) 86,115 28,059 149,986 (11,621) 138,365
International Stock Fund 174,112 -- 102,837 (201,840) 142,589 (35,093) 182,605 (27,739) 154,866
Government Securities
Fund 230,414 -- 140,352 (254,005) 243,943 36,226 396,930 (46,795) 350,135
Schafer Value Fund 256,393 -- 289,249 (562,879) 322,772 171,742 477,277 (49,722) 427,555
Growth Fund 397,612 -- 642,005 (1,151,848) 630,038 310,475 828,282 (112,969) 715,313
Common Stock Fund 455,092 -- 406,126 (829,392) 510,401 258,928 801,155 (89,091) 712,064
AccuStaff Company
Stock Fund 110,337 -- 54,327 (133,168) 140,221 48,023 219,740 (25,029) 194,711
Index 500 Fund -- -- 1,292 -- 153 -- 1,445 -- 1,445
Participants' notes
receivable 6,779 41,166 9,520 (38,679) -- 2,752 21,538 (14,929) 6,609
---------- ---------- ---------- ----------- ---------- -------- ---------- --------- ----------
$2,620,687 $2,976,985 $ -- $(4,479,013) $2,407,470 $929,248 $4,455,377 $(770,130) $3,685,247
========== ========== ========== ============ ========== ======== ========== ========= ==========
</TABLE>
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<PAGE>
4. Plan Termination:
Although it has not expressed any intent to do so, the Company has the
right under the Plan agreement to discontinue its contributions at any time
and to terminate the Plan subject to the provisions of ERISA. In the event
of plan termination, participants will become fully vested in their
accounts.
5. Tax Status:
In March 1998, the Plan filed a letter with the Internal Revenue Service to
apply for tax determination on the Plan. The Plan has not yet received the
updated determination letter. The Plan has been amended since receiving its
most recent determination letter dated May 23, 1995. However, the Plan
administrator and the Plan's tax counsel believe that the Plan is designed
and is currently being operated in compliance with the applicable
requirements of the IRC.
6. Financial Instruments:
Certain financial instruments potentially subject the Plan to
concentrations of credit risk. These financial instruments consist of money
market funds and pooled accounts with a mutual fund company.
The Plan limits its credit risk by maintaining its money market funds,
common stocks and pooled and general accounts with what it believes to be
high quality financial institutions.
7. Related Party Transactions:
Certain Plan expenses for accounting, legal and administrative services are
paid for by the Company. These expenses were approximately $65,400 and
$65,000 in 1997 and 1996, respectively.
Effective with the establishment of the Plan with the new administrator,
employees can elect to allocate their contributions to the purchase of
AccuStaff Company stock units, via the Strong AccuStaff Company Fund.
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<PAGE>
8. Merger of Subsidiary Plan:
During 1997, the defined contribution plans of five subsidiaries were
merged into the Plan. The five plans were subsidiaries of AccuStaff during
1997. The following table details the subsidiary, actual date and amounts
of assets transferred into the AccuStaff plan, inclusive of participant
loans.
Subsidiary Date Amount
- --------------------------------------- ----------------- -----------
H. R. Management Services, Inc. January 23, 1997 $ 55,714
Openware Technologies, Inc. June 3, 1997 355,893
Computer Professionals, Inc. March 13, 1997 1,148,381
Advance Possis Technical Services, Inc. February 26, 1997 1,239,762
Special Counsel, Inc. March 4, 1997 177,235
-----------
Total $ 2,976,985
===========
In addition, the plan of one other subsidiary with assets totaling
$6,931,846 was merged into the Plan effective December 31, 1997. The assets
for this plan are reflected in the statement of net assets for benefits as
transfer from merged plan and added to employee benefit plans merged in the
statement of changes in net assets available for benefits.
9. Subsequent Event:
During 1998, one subsidiary 401(k) plan is scheduled to convert into the
Plan before December 31, 1998.
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<PAGE>
Supplemental Schedules
AccuStaff Incorporated Employee Savings and Profit Sharing Plan and Trust
Item 27a-Schedule of Assets Held for Investment Purposes
As of December 31, 1997
Net
Appreciation
(Depreciation)
Shares Cost Fair Value in Fair Value
------ ----------- ---------- --------------
Money Market funds:
Trust Funds Liquid Asset
Trust $81,271 $81,271 $ --
----------- ---------- ---------
Limited partnerships:
Balcor Equity Pension
Investors-III Tax Exempt 100 17,450 1,300 (16,150)
Balcor Pension Investors-VII 100 14,187 900 (13,287)
----------- ---------- ---------
31,637 2,200 (29,437)
----------- ---------- ---------
Mutual Fund Pooled Accounts:
Strong Mutual Fund:
Money Market Fund 984,184 984,184 --
Asset Allocation Fund 141,838 138,365 (3,473)
International Stock Fund 195,761 154,866 (40,895)
Government Securities
Fund 339,465 350,135 10,670
Schafer Value Fund 358,902 427,555 68,653
Growth Fund 742,903 715,313 (27,590)
Common Stock Fund 728,250 712,064 (16,186)
AccuStaff Company Stock
Fund 207,285 194,711 (12,574)
Index 500 Fund 1,445 1,445 --
----------- ---------- ---------
3,700,033 3,678,638 (21,395)
----------- ---------- ---------
Participants' notes receivable 6,609 6,609 --
----------- ---------- ---------
Total investments $ 3,819,550 $3,768,718 ($50,832)
=========== ========== =========
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AccuStaff Incorporated Employee Savings and Profit Sharing Plan and Trust
Item 27d-Schedule of Reportable Transactions
For the Year Ended December 31, 1997
The following summary of reportable transactions presents each transaction or
series of transactions involving an amount in excess of five percent (5%) of the
fair value of Plan assets at the beginning of the 1997 Plan year.
Number Number Realized
of Trans- of Trans- Gains/
Purchases actions Sales actions Losses
---------- --------- ---------- --------- --------
Strong Mutual Funds:
Money Market Fund, Inc. $2,932,437 6 $ - - $ -
Money Market Fund, Inc. -- - 1,197,062 1 -
Strong Asset Allocation -- - 114,930 1 9,356
International Stock Fund,
Inc. -- - 201,840 1 (11,166)
Government Securities
Fund, Inc. -- - 253,497 1 4,858
Schafer Value Fund -- - 562,878 1 90,011
Growth Fund -- - 1,151,276 1 200,331
Common Stock Fund, Inc. -- - 832,604 1 132,324
AccuStaff Stock Fund
Qualified Plan -- - 133,168 1 40,161
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