<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
----------------
FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One):
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [NO FEE REQUIRED, EFFECTIVE OCTOBER 7, 1996].
For the fiscal year ended December 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [NO FEE REQUIRED].
For the transition period from _______ to _______
Commission file number 0-26058
A. Full title of the plan and the address of the plan, if different from that
of the issuer named below:
ROMAC INTERNATIONAL, INC. 401(k) RETIREMENT SAVINGS PLAN
B. Name of issuer of the securities held pursuant to the plan and the address
of its principal executive office:
ROMAC INTERNATIONAL, INC.
120 WEST HYDE PARK PLACE
TAMPA, FL 33606
<PAGE> 2
ROMAC INTERNATIONAL, INC.
401(k) RETIREMENT SAVINGS PLAN
INDEX TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Page(s)
-------
<S> <C>
Report of Independent Certified Public Accountants 2
Financial Statements
Statements of Net Assets Available for Benefits 3
Statements of Changes in Net Assets Available for Benefits 4
Notes to Financial Statements 5-10
Supplemental Schedules *
Line 27a - Schedule of Assets Held for Investment Purposes
December 31, 1998 11-13
Line 27d - Schedule of Reportable Transactions
for the Year Ended December 31, 1998 14
Signature 15
</TABLE>
* Other schedules required by 29 CFR 2520.103 of the Department of Labor's
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> 3
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Participants and Administrator of the
Romac International, Inc. 401(k) Retirement Savings Plan
In our opinion, the accompanying statements of net assets available for
benefits and the related statements of changes in net assets available for
benefits present fairly, in all material respects, the net assets available for
benefits of the Romac International, Inc. 401(k) Retirement Savings Plan (the
"Plan") at December 31, 1998 and 1997, and the changes in net assets available
for benefits for the year ended December 31, 1998 and 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 audits. We conducted our
audits 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
audits provide a reasonable basis for the opinion expressed above.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of Assets
Held for Investment Purposes and Reportable Transactions are presented for the
purpose of additional analysis and are not a required part of the basic
financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. These supplemental
schedules are the responsibility of the Plan's management. 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
November 18, 1999
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<PAGE> 4
ROMAC INTERNATIONAL, INC.
401(K) RETIREMENT SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
DECEMBER 31,
1998 1997
<S> <C> <C>
Investments at fair value:
Money market funds $ 488,898 $ --
Collective trust 13,001,673 6,228,389
Mutual funds 41,790,501 36,710,422
Romac International, Inc. common stock 51,236,202 75,171,960
Common stock investments 1,600,912 --
Participant loans 200,384 6,138
------------ ------------
Total investments at fair value 108,318,570 118,116,909
------------ ------------
Receivables:
Employer contributions 466,590 136,025
Employee contributions 156,346 119,456
Accrued interest/dividends 8,849 1,430
------------ ------------
Total receivables 631,785 256,911
Cash and cash equivalents 721,030 --
------------ ------------
Net assets available for benefits $109,671,385 $118,373,820
============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
- 3 -
<PAGE> 5
ROMAC INTERNATIONAL, INC.
401(K) RETIREMENT SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
FOR THE PERIOD
FROM INCEPTION
FOR THE (OCTOBER 1, 1997)
YEAR ENDED THROUGH
DECEMBER 31, DECEMBER 31,
1998 1997
<S> <C> <C>
Additions to net assets attributed to:
Investment income:
Net appreciation (depreciation) in fair value of investments $ 12,997,832 $ (1,357,335)
Interest and dividends 4,733,239 3,941,509
Loan interest 4,910 178
------------- -------------
17,735,981 2,584,352
Contributions:
Participant 8,153,845 767,696
Employer 1,779,595 1,024,095
------------- -------------
Total contributions 9,933,440 1,791,791
Transfer due to Plan merger 5,090,369 113,997,677
------------- -------------
Total additions 32,759,790 118,373,820
------------- -------------
Deductions from net assets attributed to:
Benefits paid to participants (41,443,179) --
Administrative expenses (19,046) --
------------- -------------
Total deductions (41,462,225) --
------------- -------------
Net (decrease) increase (8,702,435) 118,373,820
Net assets available for benefits:
Beginning of period 118,373,820 --
------------- -------------
End of period $ 109,671,385 $ 118,373,820
============= =============
</TABLE>
The accompanying notes are an integral part of these financial statements.
- 4 -
<PAGE> 6
ROMAC INTERNATIONAL, INC.
401(K) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
1. MERGER OF ROMAC INTERNATIONAL, INC. AND SOURCE SERVICES CORPORATION
Effective April 20, 1998, the sponsor of the Romac International, Inc.
Employees' 401(k) Retirement Savings Plan (the "Romac Plan"), Romac
International, Inc. (the "Company"), consummated a merger with Source
Services Corporation ("Source"), with the Company being the surviving
entity. Effective July 1, 1998, the Romac Plan was merged into the Source
Services Corporation 401(k) and Profit Sharing Retirement Plan (the "Source
Plan") which was amended and restated and renamed the Romac International,
Inc. 401(k) Retirement Savings Plan (the "Plan").
Subsequent to June 30, 1998, there was no activity in the Romac Plan except
for the asset transfer in the amount of $5,090,369 on October 8, 1998.
At December 31, 1998, the Plan held 2,302,751 shares of Company common
stock, representing approximately 5% 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 a more
complete description of the Plan provisions. Copies of the Plan document
are available from the Company.
General
The Plan was established effective October 1, 1997 when the Source Services
Corporation Employees' Profit Sharing Plan and the Source Services
Corporation 401(k) Profit Sharing Plan merged and transferred all
investments to the Plan. The Plan is a defined contribution plan covering
substantially all fulltime employees on a U.S. payroll, except those
subject to a collective bargaining agreement. The Plan is subject to the
provisions of the Employee Retirement Income Security Act of 1974
("ERISA"). The Plan is administered by the Company. Merrill Lynch Trust
Company ("Trustee") is the trustee and record keeper of the Plan.
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. For the period from January 1, 1998 to June
30, 1998, the Company matched 100% of the first 3%, and 50% of the next 2%
of eligible salary elected to be contributed by the participant. Beginning
July 1, 1998, Company matching contributions are made at the discretion of
the Board of Directors in amounts not to exceed the maximum permitted as a
deductible expense by the Internal Revenue Code (the "Code"). Company
contributions, if any, are funded annually to eligible participants
remaining in the Plan at each year-end. The Company made matching
contributions equal to 10% of participant contributions for the period to
all participants still employed at December 31, 1998.
The Company may at its discretion make profit sharing contributions to the
Plan. Such contributions are allocated to individual participant accounts
based on compensation, as defined. There were no profit sharing
contributions to the Plan for the years ended December 31, 1998 and 1997.
- 5 -
<PAGE> 7
ROMAC INTERNATIONAL, INC.
401(K) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
All contributions to the Plan are deposited with the Trustee. Contributions
are then directed at the employee's discretion into the investment options
described below. Investment elections may be changed by the employee at any
time.
- Merrill Lynch Retirement Preservation Trust - 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 fund invests primarily in
a broadly-diversified portfolio of Guaranteed Investment Contracts and
in obligations of U.S government and U.S. government agency securities.
- MFS Total Return Fund - A fund which 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.
- Alliance Growth and Income Fund - A fund which seeks income and capital
appreciation by investing primarily in dividend-paying common stock of
high quality companies.
- Alliance Quasar Fund - A fund which 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.
- Templeton Foreign Fund - A fund which seeks long term capital growth by
investing primarily in stocks and debt obligations of companies and
governments outside the Unites States.
- Merrill Lynch Special Value Fund - A fund which 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.
- Merrill Lynch Corporate Bond Fund - A fund which seeks capital
appreciation by investing primarily in investment grade corporate
fixed-income securities with a maximum remaining maturity of 10 years.
- Self-Directed Fund - An investment option permitting participants to
invest in investments other than those listed above (including
investments in common stocks, money market funds and mutual funds).
- Romac International, Inc. Common Stock - An investment option permitting
participants to invest in Company common stock.
Participant accounts
Each participant's account is credited with the participant's
contributions, the Company's matching contribution, allocation of profit
sharing contributions made by the Company and Plan earnings. The benefit to
which a participant is entitled is the benefit that can be provided from
the participant's vested account. The participant's 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.
- 6 -
<PAGE> 8
ROMAC INTERNATIONAL, INC.
401(K) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
Vesting
Participants are immediately vested in their contributions and profit
sharing contributions plus actual earnings thereon. Company contributions
and earnings vest at 10%, 30%, and 60% after 2, 3, and 4 years of vesting
service, respectively. Company contributions become 100% vested upon:
- Normal retirement
- Total disability
- Death
- Completion of 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
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 and the
trust shall continue until all Participants' accounts have been completely
distributed to each Participant (or their designated beneficiary) 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 case the repayment period must not exceed 15 years. Participant
loans, including interest thereon, are taxable to the participant upon
default.
The loans are secured by the balance in the participant's account and bear
interest at 9.5% at December 31, 1998 and 1997.
- 7 -
<PAGE> 9
ROMAC INTERNATIONAL, INC.
401(K) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
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.
Additionally, participants of the Plan who were initially participants of
the Romac Plan may elect to receive equal installments over a period not to
exceed the participant's (or participant's beneficiary's) life expectancy
determined at the time of distribution.
At December 31, 1998, there were no distribution payments that were
processed and approved for payment by the Plan, but not yet paid to
participants.
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 nonvested 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. For the year ended December 31, 1998, Company matching
contributions were reduced by $302,300 from forfeited nonvested accounts.
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
The Plan's investments are stated at fair value, based on quoted market
prices. Shares of mutual funds are valued at the net asset value of shares
held by the Plan at year-end. Loans are carried at cost which approximates
market value.
- 8 -
<PAGE> 10
ROMAC INTERNATIONAL, INC.
401(K) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
Contributions
Employee contributions are recorded when salary or bonus is earned.
Beginning July 1, 1998, matching Company contributions are recorded when
authorized (Note 2).
Purchases and sales of securities are recorded on a trade-date basis.
Payment of benefits
Benefits are recorded when paid.
Expenses of Plan
Certain expenses incurred in the administration of the Plan are paid by the
Plan. The Company pays a portion of the expenses for services necessary for
the administration of the Plan.
4. STATEMENT OF POSITION 99-3
The Company elected to early adopt the provisions of Statement of Position
99-3 "Accounting for and Reporting of Certain Defined Contribution Plan
Investments and Other Disclosure Matters" ("SOP 99-3"). SOP 99-3 eliminates
the requirement to separately disclose participant-directed investment
programs as a separate fund in the financial statements in columnar form or
in the related disclosures.
5. INVESTMENTS
The following presents investments that represent 5% or more of the Plan's
net assets. The following financial data has been certified by the Trustee,
in accordance with 29 CFR 2520.103-8 of the Department of Labor's Rules and
Regulations for Reporting and Disclosure under ERISA.
<TABLE>
<CAPTION>
DECEMBER 31,
DESCRIPTION OF INVESTMENT 1998 1997
<S> <C> <C>
Merrill Lynch Retirement Preservation Trust $ 13,001,673 $ 6,228,389
Alliance Growth and Income Fund 21,532,270 17,558,447
Templeton Foreign Fund 6,691,765 8,564,816
Romac International, Inc. Common Stock 51,236,202 75,171,960
</TABLE>
The Plan's investments, including gains and losses on investments
purchased, sold and held during the year, appreciated (depreciated) in
value as follows:
<TABLE>
<CAPTION>
YEAR ENDED PERIOD ENDED
DECEMBER 31, DECEMBER 31,
1998 1997
<S> <C> <C>
Mutual Funds $ (755,304) $ (5,268,015)
Romac International, Inc. common stock 13,534,182 3,910,680
Common stock investments 218,954 -
------------- --------------
$ 12,997,832 $ (1,357,335)
============= ==============
</TABLE>
- 9 -
<PAGE> 11
ROMAC INTERNATIONAL, INC.
401(K) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
6. NONPARTICIPANT-DIRECTED INVESTMENTS
Information about the net assets and the significant components of the
changes in net assets relating to the nonparticipant-directed investments
is as follows:
<TABLE>
<CAPTION>
DECEMBER 31,
1998 1997
<S> <C> <C>
Net Assets:
Participant loans $ 200,384 $ 6,138
</TABLE>
<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31,
1998
<S> <C>
Changes in Net Assets:
Benefits paid to participants $ (5,421)
Net transfers from participant-directed investments 199,667
$ 194,246
</TABLE>
7. RELATED PARTY TRANSACTIONS
Plan investments include shares of a collective trust and mutual funds
managed by the Trustee and, therefore, these transactions qualify as
party-in-interest. Fees paid by the Plan for the investment management
services amounted to $19,046 for the year ended December 31, 1998.
8. TAX STATUS OF THE PLAN
The Internal Revenue Services has determined and informed the Company by a
letter dated June 8, 1999 that the Plan and related trust is designed in
accordance with the Code. The Plan has been amended since receiving the
determination letter. However, it is the position of the Company that the
Plan has been operated in accordance with the Code and ERISA requirements
and, therefore, will be considered exempt from federal income taxes.
Accordingly, income taxes have not been provided for in the accompanying
financial statements.
9. FINANCIAL DATA CERTIFIED BY THE TRUSTEE
All data which is included in the accompanying financial statements and
notes to financial statements and schedules relating to investment
transactions and activity has been certified by the Trustee as being
complete and accurate, except for adjustments made by the Company to
conform the Trustee certified financial statements to an accrual basis of
accounting.
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<PAGE> 12
ROMAC INTERNATIONAL, INC.
401(K) RETIREMENT SAVINGS PLAN
LINE 27A - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
- --------------------------------------------------------------------------------
DECEMBER 31, 1998 SCHEDULE I
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
(c) Description of investment
including maturity date, rate of
(b) Identity of Issue, Borrower, Lessor interest, collateral, par, or
(a) or Similar Party maturity value (d) Cost (e) Current Value
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
(*) Romac International, Inc Common Stock Common Stock $ 21,487,633 $ 51,236,202
(*) Merrill Lynch Preservation Trust Collective Trust 13,001,673 13,001,673
MFS Total Return Fund Mutual Fund 5,318,999 5,023,958
Alliance Growth and Income Fund Mutual Fund 20,279,203 21,532,270
Alliance Quasar Fund Mutual Fund 1,919,228 1,754,569
Templeton Foreign Fund Mutual Fund 7,554,073 6,691,765
(*) Merrill Lynch Special Value Fund Mutual Fund 5,215,073 4,673,335
(*) Merrill Lynch Corporate Bond Fund Mutual Fund 2,030,778 2,040,257
Alliance Technology Fund Self Directed Mutual Fund 1,111 1,331
(*) Merrill Lynch S&P 500 Index Fund Self Directed Mutual Fund 59,357 63,563
Pioneer Growth Shares Inc Self Directed Mutual Fund 7,403 7,873
Seligman High Income FD Self Directed Mutual Fund 1,565 1,580
3Com Corp Del PV Self Directed Equity Investments 4,322 4,481
Airtouch Communications Self Directed Equity Investments 13,462 18,109
Amazon Com Inc Self Directed Equity Investments 12,799 16,061
America Online Inc Self Directed Equity Investments 68,691 127,821
Apollo Group Inc Self Directed Equity Investments 929 1,355
Applied Material Inc Self Directed Equity Investments 620 597
Atlantic Richfld Co Self Directed Equity Investments 17,321 16,343
Ascend Communications Self Directed Equity Investments 12,064 13,741
Aura Systems Inc Self Directed Equity Investments 22,999 11,500
Axent Technologies Inc Self Directed Equity Investments 636 764
Bankboston Corp Self Directed Equity Investments 196,124 20,831
Barnes and Noble Inc Self Directed Equity Investments 985 1,275
Best Buy Co Inc Self Directed Equity Investments 1,481 1,841
Biocontrol Technology Inc Self Directed Equity Investments 1,050 396
Boeing Company Self Directed Equity Investments 3,935 3,262
Carnival Corporation Pan Self Directed Equity Investments 3,753 4,800
CBS Corp Self Directed Equity Investments 3,336 3,773
Cendant Corp Self Directed Equity Investments 1,966 1,931
Chevron Corp Self Directed Equity Investments 15,988 16,586
Cisco Systems Inc Self Directed Equity Investments 212,429 300,246
Citigroup Inc Self Directed Equity Investments 1,616 1,739
CMAC Investment Corp Self Directed Equity Investments 442 459
CMGI Inc Corp Self Directed Equity Investments 76,543 68,479
Compaq Computer Corp Self Directed Equity Investments 33,931 42,021
Computer Science Corp Self Directed Equity Investments 1,276 1,285
CVS Corp Delaware Self Directed Equity Investments 4,735 5,500
</TABLE>
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<PAGE> 13
ROMAC INTERNATIONAL, INC.
401(K) RETIREMENT SAVINGS PLAN
LINE 27A - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
- --------------------------------------------------------------------------------
DECEMBER 31, 1998 SCHEDULE I
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
(c) Description of investment
including maturity date, rate of
(b) Identity of Issue, Borrower, Lessor interest, collateral, par, or
(a) or Similar Party maturity value (d) Cost (e) Current Value
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Dell Computer Corp Self Directed Equity Investments $ 91,150 $ 107,510
Diamond Offshore Drilling Self Directed Equity Investments 582 592
Ebay Inc Self Directed Equity Investments 887 1,206
EMC Corp Mass Self Directed Equity Investments 22,008 34,000
Exxon Corp Self Directed Equity Investments 6,303 7,312
Fannie May Self Directed Equity Investments 14,220 14,800
Fifth Third Self Directed Equity Investments 5,560 7,131
General Motors Self Directed Equity Investments 7,260 7,156
General Electric Self Directed Equity Investments 44,617 49,164
Gilette Co Self Directed Equity Investments 4,408 4,915
GTE Corp Self Directed Equity Investments 640 650
Halliburton Company Self Directed Equity Investments 4,192 3,406
Hasbro Inc Self Directed Equity Investments 322 361
Herman Miller Inc Self Directed Equity Investments 15,385 13,437
Home Depot Inc Self Directed Equity Investments 35,478 47,435
Household Intl Inc Self Directed Equity Investments 7,395 7,925
Intel Corp Self Directed Equity Investments 90,088 97,220
Inter Tel Inc Self Directed Equity Investments 427 467
Jefferson Pilot Corp Self Directed Equity Investments 5,710 7,500
Johnson & Johnson Self Directed Equity Investments 7,946 7,884
Kaufman & Broad Home Crp Self Directed Equity Investments 1,792 1,897
Level 3 CMNCATNS DEL Self Directed Equity Investments 1,126 1,379
Lowes Companies Inc Self Directed Equity Investments 870 1,022
LS Cap Corp Self Directed Equity Investments 1,049 529
Lucent Technologies Self Directed Equity Investments 101,463 126,316
Main Street AC Inc Self Directed Equity Investments 1,876 411
Micron Electronics Inc Self Directed Equity Investments 363 346
Microsoft Corp Self Directed Equity Investments 21,982 29,816
Midcap SPDR TR Self Directed Equity Investments 44,913 49,979
MCI Worldcom Inc Self Directed Equity Investments 23,808 28,700
Naxos Resources Ltd Self Directed Equity Investments 48,522 4,896
New Era of Networks Self Directed Equity Investments 1,184 1,760
Onsale Inc Self Directed Equity Investments 627 640
Oracle Corp Self Directed Equity Investments 579 646
Peoplesoft Inc Self Directed Equity Investments 10,300 9,468
Perceptron Inc Self Directed Equity Investments 58,405 58,300
Pfizer Inc Del Self Directed Equity Investments 14,278 15,625
Philip Morris Self Directed Equity Investments 5,970 7,222
Procter Gamble Self Directed Equity Investments 39,113 45,795
Robert Half Self Directed Equity Investments 7,695 7,695
</TABLE>
- 12 -
<PAGE> 14
ROMAC INTERNATIONAL, INC.
401(K) RETIREMENT SAVINGS PLAN
LINE 27A - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
- --------------------------------------------------------------------------------
DECEMBER 31, 1998 SCHEDULE I
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
(c) Description of investment
including maturity date, rate of
(b) Identity of Issue, Borrower, Lessor interest, collateral, par, or
(a) or Similar Party maturity value (d) Cost (e) Current Value
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Safeguard Scientifcs Self Directed Equity Investments $ 2,510 $ 2,743
Sante Fe Intl Corp Self Directed Equity Investments 598 725
Schlumberger Ltd Self Directed Equity Investments 6,185 4,637
SCI Sys Inc Self Directed Equity Investments 8,682 11,550
Staples Inc Self Directed Equity Investments 7,663 9,174
State Street Corp Self Directed Equity Investments 19,286 21,037
Sterling Commerce Inc Self Directed Equity Investments 515 675
Tektronix Inc Self Directed Equity Investments 542 601
Tidewater Inc Self Directed Equity Investments 574 579
Travelers PPTY Casualty Self Directed Equity Investments 286 310
USG Corp Com Self Directed Equity Investments 485 509
Vantive Corp Self Directed Equity Investments 7,975 8,000
Wal Mart Stores Inc Self Directed Equity Investments 9,706 10,261
Walt Disney Self Directed Equity Investments 27,474 30,026
Waste Management Inc Self Directed Equity Investments 431 466
XOOM Com Inc Self Directed Equity Investments 671 726
Yahoo Inc Self Directed Equity Investments 959 1,184
CMA Money Fund Self Directed Money Market Fund 488,898 488,898
(*) Participant Loans Interest at 9.5% 200,384 200,384
------------- ---------------
$ 78,947,336 $ 108,318,570
============= ===============
</TABLE>
(*) Represents a party-in-interest
- 13 -
<PAGE> 15
ROMAC INTERNATIONAL, INC.
401(K) RETIREMENT SAVINGS PLAN
LINE 27D - SCHEDULE OF REPORTABLE TRANSACTIONS**
- --------------------------------------------------------------------------------
FOR THE YEAR ENDED DECEMBER 31, 1998 SCHEDULE II
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
(f) Expense
Party in (b) Description (c) Purchase (d) Selling (e) Lease Incurred in
Interest (a) Identity of Party Involved of Assets Price Price Rental Transaction (g) Cost of Asset
<S> <C> <C> <C> <C> <C> <C> <C>
(*) Romac International, Inc. Common Equity $21,071,150 $ - $ - $ - $ 21,071,150
Stock - 45,062,628 - - 11,366,398
(*) Merrill Lynch Presevation Trust Collective Trust 26,321,919 - - - 26,321,919
- 19,619,488 - - 19,616,488
Templeton Foreign Fund Mutual Fund 5,210,734 - - - 5,210,734
- 6,181,586 - - 7,350,440
MFS Total Return Fund Mutual Fund 3,810,127 - - - 3,810,127
- 4,018,146 - - 4,128,100
Alliance Growth and Income Fund Mutual Fund 15,600,294 - - - 15,600,294
- 13,423,360 - - 14,365,082
</TABLE>
<TABLE>
<CAPTION>
(h) Current
Value of Asset
Party in on Transaction
Interest (a) Identity of Party Involved Date (i) Net Gain/Loss
<S> <C> <C> <C>
(*) Romac International, Inc. Common $ 21,071,150 $ -
Stock 45,062,628 33,696,230
(*) Merrill Lynch Presevation Trust 26,321,919 -
19,616,488 -
Templeton Foreign Fund 5,210,734 -
6,181,586 (1,168,854)
MFS Total Return Fund 3,810,127 -
4,018,146 (109,954)
Alliance Growth and Income Fund 15,600,294 -
13,423,360 (941,722)
</TABLE>
(*) Represents a party-in-interest
(**) Transaction or series of transactions in excess of five percent
of the current value of the Plan's net assets as of December 31, 1997
as defined Labor's Rules and Regulations for Reporting and Disclosure
under ERISA.
- 14 -
<PAGE> 16
SIGNATURE
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.
Romac International, Inc. 401(k) Retirement Savings Plan
(Name of Plan)
December 15, 1999 /s/ William L. Sanders
- ----------------- --------------------------------------------------------
(Date) William L. Sanders, Vice President and
Chief Financial Officer
Romac International, Inc., Administrator of the Plan.
- 15 -
<PAGE> 17
EXHIBIT INDEX
<TABLE>
<CAPTION>
Number Exhibit Page
- ------ ------- ----
<S> <C> <C>
23 Consent of Independent Certified Public Accountants 17
</TABLE>
- 16 -
<PAGE> 1
EXHIBIT 23
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statements on Form S-8 (No. 333-50543) of Romac International, Inc. of our
report dated November 18, 1999 appearing on page 2 of the Annual Report on Form
11-K of the Romac International, Inc. 401(K) Retirement Savings Plan for the
fiscal year ended December 31, 1998.
PRICEWATERHOUSECOOPERS LLP
Tampa, Florida
December 10, 1999
-17-
