<PAGE> 1
==============================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------------
FORM 11-K
(Mark One)
[ ] ANNUAL REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the period from inception (October 1, 1997) through 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 number 0-26058
SOURCE SERVICES CORPORATION
401K PLAN AND PROFIT SHARING
RETIREMENT SAVINGS PLAN
5580 LBJ Freeway Suite 300
Dallas, TX 75240
Name of issuer of the securities held pursuant to the plan:
ROMAC INTERNATIONAL, INC.
120 WEST HYDE PARK PLACE
SUITE 150
TAMPA, FLORIDA 33606
(Address of principal executive offices) (zip-code)
==============================================================================
<PAGE> 2
SOURCE SERVICES CORPORATION
401(K) AND PROFIT SHARING
RETIREMENT SAVINGS PLAN
FOR THE PERIOD FROM INCEPTION
(OCTOBER 1, 1997) THROUGH
DECEMBER 31, 1997
<PAGE> 3
SOURCE SERVICES CORPORATION
401(K) & PROFIT SHARING RETIREMENT SAVINGS PLAN
INDEX TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S> <C>
Report of Independent Accountants 2
Financial Statements:
Statement of Net Assets Available for 3
Plan Benefits, with Fund Information,
at December 31, 1997
Statement of Changes in Net Assets Available 4
for Plan Benefits, with Fund Information, for
the Period from Inception (October 1, 1997)
through December 31, 1997
Notes to Financial Statements 5-10
Supplemental Schedules:
Schedule of Assets Held for Investment Purposes 11
Schedule of Reportable Transactions (in excess of 12
5 percent of current value of plan assets)
</TABLE>
Other schedules required by Section 2520.103 of the Department of Labor Rules
and Regulations for Reporting and Disclosure under the Employee Retirement
Income Security Act of 1974 have not been presented because they were not
applicable, and thus not required.
<PAGE> 4
REPORT OF INDEPENDENT ACCOUNTANTS
To the Participants and Administrator
of the Source Services Corporation 401(k)
and Profit Sharing Retirement Savings Plan
In our opinion, the accompanying statement of net assets available for plan
benefits and the related statement of changes in net assets available for plan
benefits present fairly, in all material respects, the net assets available for
plan benefits of the Source Services Corporation 401(k) and Profit Sharing
Retirement Savings Plan at December 31, 1997, and the changes in net assets
available for plan benefits for the period from inception (October 1, 1997)
through December 31, 1997, in conformity with generally accepted accounting
principles. 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 of these statements in
accordance with generally accepted auditing standards which 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, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for the
opinion expressed above.
Our audit was performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The additional information included in
the supplemental schedules is presented for purposes of additional analysis and
is not a required part of the basic financial statements but is additional
information required by ERISA. The Fund Information in the statement of net
assets available for plan benefits and the statement of changes in net assets
available for plan benefits is presented for purposes of additional analysis
rather than to present the net assets available for plan benefits and the
changes in net assets available for plan benefits of each fund. The supplemental
schedules and the Fund Information have been subjected to the auditing
procedures applied in the audit 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.
PRICE WATERHOUSE LLP
Dallas, Texas
June 19, 1998
2
<PAGE> 5
SOURCE SERVICES CORPORATION
401(K) AND PROFIT SHARING RETIREMENT SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
December 31, 1997
---------------------------------------------------------------------------------------------------
Merrill Lynch
Retirement MFS Total Alliance Alliance Templeton Merrill Lynch Merrill Lynch
Preservation Return Growth and Quasar Foreign Special Corporate
Cash Fund Trust Fund Income Fund Fund Fund Value Fund Bond Fund
--------- ------------- --------- ----------- -------- --------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Investments at fair value:
Money market funds $6,228,389
Mutual funds $5,418,434 $17,558,447 $1,582 $8,564,816 $4,551,678 $615,465
Source Services Corporation
common stock
Participant loans
Receivables:
Employer contributions 17,000 7,885 15,061 34,323 1,244 26,414 30,040 3,689
Participant contributions 8,372 14,758 35,704 1,469 26,698 27,268 4,635
Accrued interest/dividends 1,430
-------- ---------- ---------- ----------- ------ ---------- ---------- --------
Net assets available for
plan benefits $ 18,430 $6,244,646 $5,448,253 $17,628,474 $4,295 $8,617,928 $4,608,986 $623,789
======== ========== ========== =========== ====== ========== ========== ========
<CAPTION>
December 31, 1997
-------------------------------------------------------
Source
Services
Corporation
Common Stock Loan Fund Total
------------ --------- -----
<S> <C> <C> <C>
Investments at fair value:
Money market funds 6,228,389
Mutual funds 36,710,422
Source Services Corporation
common stock $75,171,960 75,171,960
Participant loans $ 6,138 6,138
Receivables:
Employer contributions 369 136,025
Participant contributions 552 119,456
Accrued interest/dividends 1,430
----------- ---------- ------------
Net assets available for
plan benefits $75,172,881 $ 6,138 $118,373,820
=========== ========== ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
<PAGE> 6
SOURCE SERVICES CORPORATION
401(K) AND PROFIT SHARING RETIREMENT SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND
INFORMATION
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
For the period from inception (October 1, 1997) through December 31, 1997
-----------------------------------------------------------------------------------------------------
Merrill Lynch
Retirement MFS Total Alliance Alliance Templeton Merrill Lynch Merrill Lynch
Preservation Return Growth and Quasar Foreign Special Corporate
Cash Fund Trust Fund Income Fund Fund Fund Value Fund Bond Fund
--------- ------------- --------- ----------- -------- --------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Additions:
Transfer from terminated
plans (Note 2) $6,046,498 $5,155,267 $17,249,710 $8,962,242 $4,753,641 $562,389
Investment income:
Interest/dividends $ 1,430 86,198 469,606 2,233,760 879,091 261,183 10,241
Loan interest 89 71 18
Net appreciation
(depreciation) in market
value of investments (374,219) (2,392,101) $ 31 (1,636,182) (869,466) 3,922
Participant loan repayment 256 205 51
Contributions:
Employer 17,000 58,875 111,935 302,938 1,736 237,535 267,671 26,036
Employee 53,075 85,664 233,822 2,528 174,966 195,888 21,201
------- ---------- ---------- ----------- ------ ---------- ---------- --------
Net increase 18,430 6,244,646 5,448,253 17,628,474 4,295 8,617,928 4,608,986 623,789
Net assets available for plan
benefits, inception
(October 1, 1997) -- -- -- -- -- -- -- --
------- ---------- ---------- ----------- ------- ---------- ---------- --------
Net assets available for plan
benefits, end of year $18,430 $6,244,646 $5,448,253 $17,628,474 $ 4,295 $8,617,928 $4,608,986 $623,789
======= ========== ========== =========== ======= ========== ========== ========
<CAPTION>
For the period from inception (October 1, 1997)
through December 31, 1997
----------------------------------------------------
Source
Services
Corporation
Common Stock Loan Fund Total
------------ --------- ------------
<S> <C> <C> <C>
Additions:
Transfer from terminated
plans (Note 2) $71,261,280 $6,650 $113,997,677
Investment income:
Interest/dividends 3,941,509
Loan interest 178
Net appreciation
(depreciation) in market
value of investments 3,910,680 (1,357,335)
Participant loan repayment (512)
Contributions:
Employer 369 1,024,095
Employee 552 767,696
------------ --------- ------------
Net increase 75,172,881 6,138 118,373,820
Net assets available for plan
benefits, inception
(October 1, 1997) - - -
------------ --------- ------------
Net assets available for plan
benefits, end of year $75,172,881 $6,138 $118,373,820
============ ========= ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
<PAGE> 7
SOURCE SERVICES CORPORATION
401(K) AND PROFIT SHARING RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
- -----------------------------------------------------------------------------
1. MERGER OF SOURCE SERVICES CORPORATION AND ROMAC INTERNATIONAL, INC.
Effective April 20, 1998, the sponsor of the Source Services Corporation
401(k) and Profit Sharing Retirement Savings Plan (the "Plan"), Source
Services Corporation (the "Company"), consummated a merger with Romac
International, Inc. ("Romac"), with Romac being the surviving entity. In
connection with the merger, all outstanding shares of the Company's common
stock, including shares held by the Plan, were exchanged for 1.1351 shares
of Romac common stock. Additionally, Romac became sponsor of the Plan upon
consummation of the merger.
At December 31, 1997, the Plan held 3,476,160 shares of Company common
stock, representing approximately 25% of the Company's outstanding common
stock.
2. DESCRIPTION OF THE PLAN
The following description of the Plan is provided for general information
purposes. Participants should refer to the Plan agreement for more complete
information.
GENERAL
The Plan, a defined contribution plan, was established on October 1, 1997
in accordance with and subject to the provisions of the Employee Retirement
Income Security Act of 1974 ("ERISA").
The Plan was established effective October 1, 1997, when the Source
Services Corporation Profit Sharing Plan and the Source Services
Corporation 401(k) Profit Sharing Plan terminated and transferred all
investments and investment elections to the Plan.
The Plan is administered by certain designated members of management of
the Company. Merrill Lynch Trust Company of Texas is the trustee and record
keeper of the Plan.
In order to properly reconcile the transfer of assets from the two
terminated plans into the Plan, activity in the Plan for the period from
inception (October 1, 1997) through December 31, 1997, was frozen except
for participant contributions and Company matching contributions.
ELIGIBILITY
Each employee who was a participant in the Source Services Corporation
Profit Sharing Plan or the Source Services Corporation 401(k) Profit
Sharing Plan continued to be a participant in the Plan as of October 1,
1997.
Employees who were not participants in the two prior plans and thus did not
automatically become participants in the Plan are eligible to participate
in the Plan after they have completed one year of service and worked for at
least 1,000 hours in that year. Eligible employees may enroll in the Plan
on the first day of the calendar month following the month during which
they become eligible.
5
<PAGE> 8
SOURCE SERVICES CORPORATION
401(K) AND PROFIT SHARING RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
- -----------------------------------------------------------------------------
CONTRIBUTIONS
Participants may contribute up to 15% of their compensation for the year, as
defined. For the period from inception (October 1, 1997) through December 31,
1997, the Company matched 100% of the first 2%, 75% of the next 2%, and 50% of
the next 2% of eligible salary elected to be contributed by the participant.
Beginning January 1, 1998, the Company began matching 100% of the first 3%, and
50% of the next 2% of eligible salary elected to be contributed by the
participant.
The Company may at its discretion make profit sharing contributions to the
Plan. Such contributions are allocated to individual participant accounts based
on compensation.
All contributions to the Plan are deposited with the Trustee. Contributions are
then directed at the employee's discretion into eight separate investment
options as described below:
- - The Merrill Lynch Retirement Preservation Trust is a collective trust
maintained by Merrill Lynch that seeks to provide preservation of
participant's investments, liquidity, and current income that is typically
higher than money market funds. The funds invest primarily in a
broadly-diversified portfolio of Guaranteed Investment Contracts and in
obligations of U.S. government and U.S. government agency securities.
- - The MFS Total Return Fund seeks above-average income growth consistent with
the prudent employment of capital and may invest up to 20% of its total
assets in high-yield securities, as well as 20% of its total assets in
foreign and emerging market securities.
- - The Alliance Growth & Income Fund seeks income and capital appreciation by
investing primarily in dividend-paying common stock of high quality
companies.
- - The Alliance Quasar Fund seeks growth of capital by investing principally
in equity securities issued by predominantly small companies within any
industry which fund management believes has capital appreciation potential.
- - The Templeton Foreign Fund seeks long term capital growth by investing
primarily in stocks and debt obligations of companies and governments
outside the United States.
- - The Merrill Lynch Special Value Fund seeks long term growth of capital by
emphasizing securities of relatively small-market capitalization companies,
as well as emerging growth companies, that fund management believe have
special investment value, regardless of size.
- - The Merrill Lynch Corporate Bond Fund seeks capital appreciation by
investing primarily in investment grade corporate fixed-income securities
with a maximum remaining maturity of 10 years.
PARTICIPANT ACCOUNTS
Each participant's account is credited with the participant's contributions,
the Company's matching contribution, and allocation of (a) any additional
contributions made by the Company and (b) Plan earnings. Allocations are based
on participant earnings or account balances, as defined. The benefit
6
<PAGE> 9
SOURCES SERVICES CORPORATION
401(K) AND PROFIT SHARING RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
- -----------------------------------------------------------------------------
to which a participant is entitled is the benefit that can be provided from the
participant's accounts. The account balance is reduced for any participant
withdrawals.
ROLLOVERS
All employees expected to meet the Plan eligibility requirements are eligible
to make cash rollover contributions to the Plan from a previous employer's
qualified retirement plan or a conduit IRA.
VESTING
Participants are immediately vested in their voluntary contributions, rollover
contributions, and investment earnings within their respective funds. Company
contributions vest at 10%, 30%, and 60% after 2, 3, and 4 years of vesting
service, respectively. Company contributions become 100% vested when a
participant:
- - Dies
- - Becomes totally disabled for a period not less than 12 months
- - Reaches age 55
- - Completes five years of vesting service
IN-SERVICE WITHDRAWALS
Participants may request the following types of in-service withdrawals from the
Plan during any given calendar month:
- - Age 59 1/2
- - Financial hardship
- - Withdrawals from profit sharing account
7
<PAGE> 10
SOURCE SERVICES CORPORATION
401(K) AND PROFIT SHARING RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
PLAN TERMINATION
Although it has not expressed any intent to do so, the Company has the right
under the Plan 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 100% vested in their accounts. However, the trust shall
continue until all Participants' accounts have been completely distributed to or
for the benefit of the Participants in accordance with the Plan.
LOANS
Participants may borrow money from their vested account balance for any reason.
The maximum amount available for loans is the lesser of $50,000 reduced by the
participant's highest loan balance outstanding in the twelve months prior to the
date of the loan or 50% of the participant's vested account balance. The
minimum amount for a loan is $1,000.
Loan repayments must have a definite repayment period not to exceed five years
unless the loan is for the purchase of a principal residence, in which the
repayment period must not exceed 15 years.
PAYMENT OF BENEFITS
On termination of service, a participant may elect one of the following payment
options:
- - Immediate single-sum payment
- - Deferred single-sum payment of the vested Profit Sharing account of quota
or professional employees. The deferral period is defined as the period
beginning with the date such participant terminates employment and ending
on the third anniversary thereof or the date such participant dies, incurs
a total disability, or attains fifty-five years of age, whichever is
earlier.
At December 31, 1997, there were no distribution payments that were processed
and approved for payment by the Plan, but not yet paid to participants due to
the fact that Plan activity was frozen during the period and participants were
not allowed to apply for distributions.
FORFEITED ACCOUNTS
Nonvested balances resulting from Company contributions will be forfeited upon
the participant's termination and distribution of the participant's vested
account balance. In addition, the unvested portion of a terminated participant's
account balance shall be forfeited on the last day of the Plan year in which the
participant incurred his fifth consecutive one-year break in service and may not
be restored upon re-entry into the Plan. Forfeited balances will be used to
offset future Company matching contributions.
8
<PAGE> 11
SOURCE SERVICES CORPORATION
401(K) AND PROFIT SHARING RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
3. SUMMARY OF ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The Plan's financial statements are prepared on the accrual basis of
accounting.
USE OF ESTIMATES
The preparation of the financial statements in conformity with generally
accepted accounting principles requires the use of estimates and assumptions
that affect the reported amounts of net assets available for Plan benefits
and the related changes in the net assets available for Plan benefits. Actual
results could differ from those estimates.
VALUATION OF INVESTMENTS
All investments are carried at market value at December 31, 1997, based on
the quoted market price. Loans are carried at cost which approximates market
value.
CONTRIBUTIONS
Employee contributions are recorded in the period during which the Company
makes payroll deductions from the Plan participants' earnings. Matching
Company contributions are recorded in the same period.
PAYMENT OF BENEFITS
Benefits are recorded when paid.
EXPENSES OF PLAN
All expenses incurred in the administration of the Plan are paid by the
Company.
4. INVESTMENTS
Investments held by the Plan at December 31, 1997 consisted of the following:
<TABLE>
<CAPTION>
CURRENT
COST VALUE
----------- ------------
<S> <C> <C>
Money market funds $ 6,228,389 $ 6,228,389
Mutual funds 41,978,435 36,710,422
Source Services Corporation common stock 12,501,621 75,171,960
----------- ------------
$60,708,445 $118,110,771
=========== ============
</TABLE>
9
<PAGE> 12
SOURCE SERVICES CORPORATION
401(K) AND PROFIT SHARING RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
The fair value of individual investments representing 5 percent or more of
the Plan's net assets at December 31, 1997 was as follows:
<TABLE>
<CAPTION>
Description of Investment Number of Shares Current Value
------------------------- ---------------- -------------
<S> <C> <C>
Merrill Lynch Retirement Preservation Trust 6,228,389 $ 6,228,389
Alliance Growth and Income Fund 5,501,215 17,558,447
Templeton Foreign Fund 860,785 8,564,816
Source Services Corporation Common Stock 3,476,160 75,171,960
</TABLE>
5. TAX STATUS OF THE PLAN
The Company has applied for a favorable letter of determination under section
401(a) of the Internal Revenue Code, but has not received response back from
the Internal Revenue Service. Once qualified, the Plan is required to
operate in conformity with the Internal Revenue Code to maintain its
qualification. The Company is not aware of any course of action or series of
events that have occurred that might adversely affect the Plan's qualified
status. Generally, contributions to a qualified plan are deductible by the
Company when made, earnings from the trust are exempt and participants are
not taxed on their benefits until withdrawn from the Plan.
6. FORM 5500
There are no differences between the amounts included in the financial
statements and total assets, liabilities, income, expenses, and changes in
net assets reported in the Plan's Form 5500.
10
<PAGE> 13
SOURCE SERVICES CORPORATION
401(K) AND PROFIT SHARING RETIREMENT SAVINGS PLAN
LINE 27A - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT DECEMBER 31, 1997
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Party in Identity of Issue, Borrower, Lessor or
Interest Similar Party Description of Asset Cost Market Value
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Money Market Funds:
* Merrill Lynch Retirement Preservation Trust 6,228,389 shares $ 6,228,389 $ 6,228,389
Mutual Funds:
MFS Total Return Fund 342,505 shares 5,792,653 5,418,434
Alliance Growth and Income Fund 5,501,215 shares 19,950,547 17,558,447
Alliance Quasar Fund 58 shares 1,551 1,582
Templeton Foreign Fund 860,785 shares 10,200,997 8,564,816
* Merrill Lynch Special Value Fund 233,061 shares 5,421,144 4,551,678
* Merrill Lynch Corporate Bond Fund 53,241 shares 611,543 615,465
Common Stock:
* Source Services Corporation Common Stock 3,476,160 shares 12,501,621 75,171,960
* Participant Loans 6,138 6,138
----------- ------------
TOTAL $60,714,583 $118,116,909
=========== ============
</TABLE>
11
<PAGE> 14
SOURCE SERVICES CORPORATION
401(K) AND PROFIT SHARING RETIREMENT SAVINGS PLAN
LINE 27D - SCHEDULE OF REPORTABLE TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31,
1997
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
NUMBER OF EXPENSE
PURCHASES AND SELLING LEASE INCURRED IN
IDENTITY OF PARTY INVOLVED DESCRIPTION OF ASSETS SALES PURCHASE PRICE PRICE RENTAL TRANSACTION
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Merrill Lynch Trust Company of Texas Merrill Lynch Retirement 21 $ 6,228,389 $ -- $ -- $ --
Preservation Trust
Merrill Lynch Trust Company of Texas MFS Total Return Fund 21 5,792,653 -- -- --
Merrill Lynch Trust Company of Texas Alliance Growth and Income Fund 21 19,950,547 -- -- --
Merrill Lynch Trust Company of Texas Templeton Foreign Fund 20 10,200,997 -- -- --
Merrill Lynch Trust Company of Texas Merrill Lynch Special Value Fund 19 5,421,144 -- -- --
Merrill Lynch Trust Company of Texas Merrill Lynch Corporate Bond Fund 21 611,543 -- -- --
Merrill Lynch Trust Company of Texas Alliance Quasar Fund 4 1,551 -- -- --
</TABLE>
<TABLE>
<CAPTION>
CURRENT VALUE
OF ASSET ON
TRANSACTION NET GAIN/
IDENTITY OF PARTY INVOLVED DESCRIPTION OF ASSETS COST OF ASSET DATE LOSS
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Merrill Lynch Trust Company of Texas Merrill Lynch Retirement $ 6,228,389 $ 6,228,389 $ --
Preservation Trust
Merrill Lynch Trust Company of Texas MFS Total Return Fund 5,792,653 5,792,653 --
Merrill Lynch Trust Company of Texas Alliance Growth and Income Fund 19,950,547 19,950,547 --
Merrill Lynch Trust Company of Texas Templeton Foreign Fund 10,200,997 10,200,997 --
Merrill Lynch Trust Company of Texas Merrill Lynch Special Value Fund 5,421,144 5,421,144 --
Merrill Lynch Trust Company of Texas Merrill Lynch Corporate Bond Fund 611,543 611,543 --
Merrill Lynch Trust Company of Texas Alliance Quasar Fund 1,551 1,551 --
</TABLE>
12
<PAGE> 15
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934,
the trustees (or other persons who administer the employee benefit plan) have
duly caused this annual report to be signed on its behalf by the undersigned
hereunto duly authorized.
SOURCE SERVICES CORPORATION
401K AND PROFIT SHARING RETIREMENT SAVINGS PLAN
(Name of Plan)
By: /s/ Thomas M. Calcaterra
-------------------------------------------------
Thomas M. Calcaterra, Chief Financial Officer and
Secretary
Romac International, Inc., as successor to Source
Services Corporation, Administrator of the Plan.
Date: June 29, 1998
13
<PAGE> 16
EXHIBIT INDEX
-------------
<TABLE>
<CAPTION>
Exhibit No. Description Page
----------- ----------- ----
<S> <C> <C>
23 Consent of Independent Accountants 14
</TABLE>
14
<PAGE> 1
EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (No. 33-97134) of Romac International, Inc. of our report
dated June 19, 1998 appearing on page 2 of the Annual Report on Form 11-K of
the Source Services 401(k) and Profit Sharing Retirement Savings Plan for the
period from inception (October 1, 1997) through December 31, 1997.
PRICE WATERHOUSE LLP
Dallas, Texas
June 29, 1998
