1
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1998
-------------
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from TO
-------------- --------------
Commission file number 1-5519
------
CDI CORP.
------------------------------------------------------
(Exact name of Registrant as specified in its charter)
Pennsylvania 23-2394430
- ------------------------- -----------------------
(State or other jurisdic- (I.R.S. Employer
tion of incorporation or Identification Number)
organization)
1717 Arch Street, 35th Floor, Philadelphia, PA 19103-2768
----------------------------------------------------------
(Address of principal executive offices)
Registrant's telephone number, including area code: (215) 569-2200
--------------
Indicate whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period
that the Registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes X No
----- -----
Outstanding shares of each of the Registrant's classes of common
stock as of July 31, 1998 were:
Common stock, $.10 par value 19,923,504 shares
Class B common stock, $.10 par value None
2
PART 1. FINANCIAL INFORMATION
CDI CORP. AND SUBSIDIARIES
Consolidated Balance Sheets
(In thousands)
June 30,
1998 December 31,
Assets (unaudited) 1997
- ------ --------- ------------
Current assets:
Cash $ 8,872 6,998
Accounts receivable, less allowance
for doubtful accounts of $4,926 -
June 30, 1998; $4,995 - December 31,
1997 319,694 259,415
Prepaid expenses 5,148 3,980
Deferred income taxes 6,220 6,990
Net assets of discontinued operations 12,123 12,202
------- -------
Total current assets 352,057 289,585
Fixed assets, at cost:
Computers 49,944 41,963
Equipment and furniture 25,871 26,127
Leasehold improvements 7,828 8,015
------- -------
83,643 76,105
Accumulated depreciation 55,482 49,718
------- -------
Net fixed assets 28,161 26,387
Deferred income taxes 5,683 5,759
Goodwill and other intangible assets, net 37,398 16,220
Other assets 10,668 10,886
------- -------
$ 433,967 348,837
======= =======
3
CDI CORP. AND SUBSIDIARIES
Consolidated Balance Sheets
(In thousands, except share data)
June 30,
1998 December 31,
Liabilities and Shareholders' Equity (unaudited) 1997
- ------------------------------------ --------- ------------
Current liabilities:
Obligations not liquidated because
of outstanding checks $ 11,686 13,139
Accounts payable 31,691 25,127
Withheld payroll taxes 3,766 5,256
Accrued expenses 96,892 71,583
Currently payable income taxes 8,414 6,203
------- -------
Total current liabilities 152,449 121,308
Long-term debt 33,655 -
Deferred compensation 9,804 10,127
Minority interests 2,089 1,610
Shareholders' equity:
Preferred stock, $.10 par value -
authorized 1,000,000 shares; none
issued - -
Common stock, $.10 par value -
authorized 100,000,000 shares;
issued 19,951,300 shares - June 30,
1998; 19,950,800 shares - December 31,
1997 1,995 1,995
Class B common stock, $.10 par value -
authorized 3,174,891 shares; none
issued - -
Additional paid-in capital 15,671 16,014
Retained earnings 220,359 200,281
Unamortized value of restricted stock
issued (1,351) (1,819)
Less common stock in treasury, at cost -
27,796 shares - June 30, 1998; 27,265
shares - December 31, 1997 (704) (679)
------- -------
Total shareholders' equity 235,970 215,792
------- -------
$ 433,967 348,837
======= =======
4
CDI CORP. AND SUBSIDIARIES
Consolidated Statements of Earnings
(In thousands, except per share data; unaudited)
Quarter ended Six months ended
June 30, June 30,
---------------- ----------------
1998 1997 1998 1997
------- ------- ------- -------
Revenues $ 388,847 378,144 767,613 738,605
Cost of services 292,130 289,122 578,887 567,641
------- ------- ------- -------
Gross profit 96,717 89,022 188,726 170,964
Operating and administrative
costs 80,621 68,013 154,868 131,163
------- ------- ------- -------
Operating profit 16,096 21,009 33,858 39,801
Interest expense 425 788 431 1,492
------- ------- ------- -------
Earnings from continuing
operations before income
taxes and minority
interests 15,671 20,221 33,427 38,309
Income taxes 6,112 8,126 13,037 15,362
------- ------- ------- -------
Earnings from continuing
operations before minority
interests 9,559 12,095 20,390 22,947
Minority interests 190 180 312 291
------- ------- ------- -------
Earnings from continuing
operations 9,369 11,915 20,078 22,656
Discontinued operations - - - -
------- ------- ------- -------
Net earnings $ 9,369 11,915 20,078 22,656
======= ======= ======= =======
Basic earnings per share:
Earnings from continuing
operations $ .47 .60 1.01 1.14
Discontinued operations $ - - - -
Net earnings $ .47 .60 1.01 1.14
Diluted earnings per share:
Earnings from continuing
operations $ .47 .60 1.01 1.14
Discontinued operations $ - - - -
Net earnings $ .47 .60 1.01 1.14
5
CDI CORP. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(In thousands; unaudited)
Six months ended June 30,
-------------------------
1998 1997
------ ------
Continuing Operations
Operating activities:
Earnings from continuing operations $ 20,078 22,656
Minority interests 312 291
Depreciation 5,677 4,882
Amortization of intangible assets 1,057 972
Income tax provision greater than
tax payments 3,057 496
Change in assets and liabilities
net of effects from acquisitions:
Increase in accounts receivable (57,186) (30,261)
Increase in payables and accrued
expenses 28,624 9,221
Other (1,169) (404)
------ ------
450 7,853
------ ------
Investing activities:
Purchases of fixed assets (7,555) (6,067)
Acquisitions net of cash acquired (20,248) (1,746)
Other (2,992) 298
------ ------
(30,795) (7,515)
------ ------
Financing activities:
Borrowings long-term debt 33,655 10,313
Payments long-term debt (86) (8,147)
Obligations not liquidated because
of outstanding checks (1,453) 3,562
Other 24 811
------ ------
32,140 6,539
------ ------
Net cash flows from continuing operations 1,795 6,877
Net cash flows from discontinued operations 79 133
------ ------
Increase in cash 1,874 7,010
Cash at beginning of period 6,998 6,066
------ ------
Cash at end of period $ 8,872 13,076
====== ======
6
CDI CORP. AND SUBSIDIARIES
Comments to Financial Statements
Earnings used to calculate both basic and diluted earnings per
share are the reported earnings in the Company's consolidated statement
of earnings. Because of the Company's capital structure, all reported
earnings pertain to common shareholders and no other assumed adjust-
ments are necessary. The number of common shares used to calculate
basic and diluted earnings per share for the second quarter and six
months ended June 30, 1998 and 1997 was determined as follows:
Second quarter Six months
---------------------- ----------------------
1998 1997 1998 1997
---------- ---------- ---------- ----------
Basic
- -----
Average shares
outstanding 19,923,504 19,875,802 19,923,578 19,856,353
Restricted shares
issued not vested (44,900) (30,000) (47,150) (18,750)
---------- ---------- ---------- ----------
19,878,604 19,845,802 19,876,428 19,837,603
========== ========== ========== ==========
Diluted
- -------
Shares used for basic 19,878,604 19,845,802 19,876,428 19,837,603
Dilutive effect of
stock options 26,275 86,152 60,965 74,379
Dilutive effect of
restricted shares
issued not vested 850 2,705 2,493 1,352
---------- ---------- ---------- ----------
19,905,729 19,934,659 19,939,886 19,913,334
========== ========== ========== ==========
7
Revenues and operating profit attributable to the business segments
of the Company for the second quarter and six months ended June 30, 1998
and 1997 follow ($000s):
Second quarter Six months
---------------- ----------------
1998 1997 1998 1997
------- ------- ------- -------
Revenues:
Technical Services $ 228,477 235,177 455,233 465,465
Information Technology Services 79,048 71,983 154,507 137,466
Temporary Services 53,560 47,243 103,480 90,970
Management Recruiters 27,762 23,741 54,393 44,704
------- ------- ------- -------
$ 388,847 378,144 767,613 738,605
======= ======= ======= =======
Operating profit:
Technical Services $ 5,691 10,467 14,632 21,179
Information Technology Services 4,961 5,554 9,674 10,323
Temporary Services 3,323 2,759 5,863 5,005
Management Recruiters 5,876 4,586 11,055 7,796
Corporate expenses (3,755) (2,357) (7,366) (4,502)
------- ------- ------- -------
$ 16,096 21,009 33,858 39,801
======= ======= ======= =======
During the six months ended June 30, 1998, the Company made a
number of acquisitions in which it invested $20,248,000. These
acquisitions were accounted for using the purchase method. Assets
acquired totalled approximately $22 million including $19 million of
goodwill. These acquisitions did not have a significant effect on the
results of operations for the six months and quarter ended June 30,
1998.
During the six months ended June 30, 1998, there were 500 shares of
common stock issued upon the exercise of a stock option granted under
the Company's non-qualified stock option and stock appreciation rights
plan. As a result of the option exercise, additional paid-in capital
was increased by $13,000.
During 1997 shares of restricted common stock were issued to
certain officers of the Company under their employment agreements.
A portion of these shares will vest over time and the remainder will
vest depending upon the percentage achievement of predetermined goals.
The shares that will vest over time have a fixed value based upon the
market value of the shares when they were issued. The value for the
shares that vest based upon performance will fluctuate with changes in
their market value until there is a determination as to their vesting.
During the six months ended June 30, 1998, 5,469 of these
restricted shares vested and 531 shares related to performance-based
vesting did not vest and were forfeited. The vesting of the shares
resulted in additional paid-in capital increasing by $11,000 because of
income tax benefits related to the vesting. The forfeited shares were
8
put in treasury increasing treasury stock by $25,000 and decreasing
unamortized value of restricted stock issued by the same amount. Also
during the six months ended June 30, 1998, additional paid-in capital
and unamortized value of restricted stock issued were each decreased by
$367,000 for market price changes related to the shares that will vest
based upon performance. In addition, unamortized value of restricted
stock issued was decreased by $76,000 for charges to earnings associated
with the amortization of the value of the restricted shares.
Through December 31, 1997 a reserve was established for estimated
costs and losses associated with the disposition of certain divisions of
a subsidiary serving the automotive industry that have been classified
as discontinued operations in the Company's financial statements.
Charges against the reserve during the six months ended June 30, 1998
totaled $3.3 million and were for items that corresponded to those
considered in establishing the reserve. The net assets of discontinued
operations as of June 30, 1998 were comprised of working capital, fixed
assets and deferred income taxes comparable in composition to December
31, 1997. The remaining wind-down and liquidation of the discontinued
operations will be completed in 1998.
The financial statements included in this report are unaudited and
reflect all adjustments which, in the opinion of management, are
necessary for a fair statement of the results for the periods presented.
All such adjustments are of a normal recurring nature.
These comments contain only the information which is required by
Form 10-Q. Further reference should be made to the comprehensive
disclosures contained in the Company's annual report on Form 10-K for
the year ended December 31, 1997.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Results of Operations
---------------------
Consolidated revenues for the six months and quarter ended June 30,
1998 were 4% and 3% higher, respectively, compared to the same periods a
year ago. Operating profits for the six months and second quarter of
1998 decreased from the comparable periods of 1997 and included
restructuring costs and other non-recurring charges reflected in the
second quarter and related to Technical Services totaling $2.3 million.
Technical Services and Information Technology Services operating profit
in 1998 was down from 1997 while operating profit for Temporary Services
and Management Recruiters increased. Operating profit for the six
months and second quarter in 1998 was 4.4% and 4.1% of revenues,
respectively, compared to 5.4% and 5.6% for the six months and second
quarter in 1997.
Technical Services' revenues for the six months and second quarter
of 1998 declined 2% and 3%, respectively, from last year s comparable
periods. 1997 results included revenues from non-strategic businesses
9
divested in the third quarter of 1997. Excluding these revenues, six
months revenues for Technical Services increased 3% and second quarter
revenues increased 1%. Operating profit for Technical Services in 1998
decreased from 1997 and included restructuring costs and other
non-recurring charges of $2.3 million reflected in the second quarter of
1998. Operating profit margins for the six months and second quarter of
1998 were 3.2% and 2.5% of revenue, respectively, compared to 4.6% and
4.5% for the six months and second quarter in 1997. (The non-strategic
businesses did not have a material impact on margins in 1997). Of the
total $2.3 million in non-recurring charges, restructuring costs were
$1.4 million and were associated with realigning Technical Services'
operations. The restructuring costs included separation costs of
$500,000 for personnel in order to reduce future overhead support costs
and $900,000 for the disposition of leasehold obligations for real
estate no longer needed in the engineering business. The remaining
$900,000 for non-recurring charges relate to healthcare costs associated
with a self-insured program which has been replaced with an indemnity
program and vacation pay costs resulting from the institution of a new
compensation program. Approximately one-third of these costs and
charges were incurred by June 30, 1998. Technical Services in 1998 was
impacted by lower revenues and operating profit in its engineering
business which is primarily focused on the petrochemical sector. This
weakness had started to become evident early in 1997 and became more
pronounced as the year progressed. The support cost structure related
to technical staffing was higher in 1998 reflecting additional capacity
put in place starting in 1997 to service existing and expected demand
from customers.
Information Technology Services' revenues were up 12% for the six
months of this year and up 10% compared to last year's second quarter.
Operating profit decreased in 1998 compared to 1997. Operating profit
margins for the six months and second quarter of 1998 were each 6.3%
compared to 7.5% and 7.7%, respectively, for the same periods in 1997.
This segment also increased its support cost structure during 1997 to
service existing and expected demand from customers. Revenue growth in
1998 did not keep pace with the additional support cost structure put
into place starting in 1997.
Temporary Services' revenues for the six months and second quarter
of 1998 were 14% and 13% higher, respectively, compared to the same
periods a year ago. Operating profit increased in 1998 compared to
1997. Operating profit margins for the six months and second quarter of
1998 were 5.7% and 6.2%, respectively, vs. 5.5% and 5.8%, respectively,
for the same periods in 1997. Demand for office/clerical services
continued to be strong and Temporary Services has benefitted from its
targeted expansion of services for legal and financial temporary
staffing.
Management Recruiters' revenues were up 22% for the six months of
this year and up 17% compared to last year s second quarter. Operating
profit increased in 1998 compared to 1997. Operating profit margins for
the six months and second quarter of 1998 were 20.3% and 21.2%,
respectively, compared to 17.4% and 19.3%, respectively, for the same
periods in 1997. The market has remained strong for Management
Recruiters' middle management search and recruiting services.
10
The wind-down and liquidation of the discontinued operations is
continuing and will be completed in 1998. Costs and losses incurred
during the six months ended June 30, 1998 of $3.3 million were charged
against a reserve for discontinued operations established through
December 31, 1997 for such costs and losses.
Interest expense in 1998 was lower than in 1997 because of lower
levels of debt outstanding.
The Company continues to pursue modifications to existing software
and converting to new software in addressing the potential for software
failures due to processing errors arising from calculations using the
Year 2000 date. There has been no change in the Company's assessment of
its risks associated with this issue from that described in its report
on Form 10-K for the year ended December 31, 1997.
Financial Condition
-------------------
The ratio of current assets to current liabilities was 2.3 to 1
as of June 30, 1998 and 2.4 to 1 as of December 31, 1997. The ratio of
long-term debt to total capital (long-term debt plus shareholders'
equity) was 12% as of June 30, 1998. No long-term debt was outstanding
as of December 31, 1997.
During the six months ended June 30, 1998, the Company made a
number of acquisitions in which it invested $20,248,000. These
acquisitions were accounted for using the purchase method. Assets
acquired totalled approximately $22 million including $19 million of
goodwill. These acquisitions did not have a significant effect on the
results of operations for the six months and quarter ended June 30,
1998.
The Company announced on August 3, 1998 that it has initiated a
program to repurchase up to 5% of its outstanding common stock over a
one-year period. The repurchases can be made from time to time
depending upon the share price of the stock through open market
purchases and through privately negotiated transactions.
The Company believes that capital resources available from
operations and financing arrangements are adequate to support the
Company's businesses.
New Accounting Standards
------------------------
The Company has adopted Statement of Position 98-1, Accounting for
the Cost of Computer Software Developed or Obtained for Internal Use.
The amount of cost capitalized has not been significant.
In June, 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 131, Disclosures about
Segments of an Enterprise and Related Information. Statement No. 131
supersedes Statement of Financial Accounting Standards No. 14,
11
Financial Reporting for Segments of a Business Enterprise, and
establishes new standards for reporting information about operating
segments in annual financial statements and requires selected
information about operating segments in interim financial reports.
Statement 131 also establishes standards for related disclosures about
products and services, geographic areas and major customers. Statement
131 is effective for periods beginning after December 15, 1997 with
initial implementation required in financial statements for the annual
period ending after December 15, 1997. This Statement affects reporting
in financial statements only and will not have impact upon results of
operations, financial condition or long-term liquidity. The Company
will adopt the standards established by this Statement as required.
In February, 1998, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 132, Employers'
Disclosures about Pensions and Other Postretirement Benefits. Statement
No. 132 supersedes several previously issued Statements and establishes
revised standards for disclosures surrounding pensions and other
postretirement benefits. Statement No. 132 is effective for years
beginning after December 15, 1997. This Statement affects reporting in
financial statements only and will not have impact upon results of
operations, financial condition or long-term liquidity. The Company
will adopt the standards established by this Statement as required.
In June, 1998, the Financial Accounting Standards Board issued
Statement No. 133, Accounting for Derivative Instruments and Hedging
Activities. Statement No. 133 establishes accounting and reporting
standards for derivative instruments and for hedging activities and is
effective for years beginning after June 15, 1999. The Company will
determine the extent to which Statement No. 133 applies and adopt the
standards established as required.
Forward-looking Information
---------------------------
Certain information in this report, including Management's
Discussion and Analysis of Financial Condition and Results of
Operations, contains forward-looking statements as such term is defined
in Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. Certain forward-looking statements can
be identified by the use of forward-looking terminology such as,
"believes," "expects," "may," "will," "should," "seeks,"
"approximately," "intends," "plans," "estimates," or "anticipates" or
the negative thereof or other comparable terminology, or by discussions
of strategy, plans or intentions. Forward-looking statements involve
risks and uncertainties that could cause actual results to differ
materially from those in the forward-looking statements. These include
risks and uncertainties such as competitive market pressures, material
changes in demand from larger customers, availability of labor, the
Company's performance on contracts, changes in customers attitudes
toward outsourcing, government policies adverse to the staffing
industry, changes in economic conditions, unforeseen events associated
12
with divestiture of discontinued operations and delays or unexpected
costs in making modifications to existing software and converting to new
software to resolve issues related to Year 2000. Readers are cautioned
not to place undue reliance on these forward-looking statements, which
speak only as of the date hereof. The Company assumes no obligation to
update such information.
13
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
On May 5, 1998 the Company held its annual meeting of share-
holders. The matters of business conducted at the meeting were the
election of nine directors of the Company and to act upon a proposal to
approve the CDI Corp. 1998 Non-Qualified Stock Option Plan.
The name of each director elected at the meeting and a tabulation
of the voting by nominee follows:
Votes Votes
for withheld
---------- --------
Walter E. Blankley 18,056,229 82,707
John M. Coleman 18,059,925 79,011
Walter R. Garrison 17,633,236 505,700
Kay Hahn Harrell 18,055,899 83,037
Lawrence C. Karlson 17,634,181 504,755
Allen M. Levantin 17,634,014 504,922
Alan B. Miller 18,061,439 77,497
Mitchell Wienick 18,046,323 92,613
Barton J. Winokur 17,631,904 507,032
There were 76,973 abstentions and there were no broker non-votes.
The vote on the proposal to approve the CDI Corp. 1998 Non-
Qualified Stock Option Plan was as follows:
Votes Votes
for against Abstentions Broker non-votes
---------- --------- ----------- ----------------
15,967,633 265,864 24,167 1,881,272
Item 5. Other Information
The form of proxy which the Company will distribute to its share-
holders in connection with the 1999 annual meeting of shareholders is
expected to confer discretionary authority to vote on matters that may
properly come before the meeting provided that the Company does not
receive notice of the matter by February 18, 1999. Therefore,
14
shareholders should be aware that if a shareholder fails to notify the
Company by February 18, 1999 that he or she wishes to present a proposal
at the 1999 annual meeting, the management proxies will be allowed to
use their discretionary voting authority when the proposal is raised at
the meeting, without any discussion of the mater in the proxy statement.
As indicated in the Company's 1998 proxy statement, any shareholder who
wishes to submit a proposal for inclusion in the Company's 1999 proxy
statement must submit the proposal to the Company at its principal
executive offices no later than December 3, 1998 and must comply in all
other respects with applicable rules and regulations of the Securities
and Exchange Commission relating to such inclusion.
15
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
3.(i) Articles of incorporation of the Registrant,
incorporated herein by reference to the
Registrant's report on Form 10-Q for the
quarter ended June 30, 1990 (File No. 1-5519).
(ii) Bylaws of the Registrant, incorporated herein
by reference to the Registrant's report on
Form 10-Q for the quarter ended June 30, 1990
(File No. 1-5519).
10.a. CDI Corp. Non-Qualified Stock Option and Stock
Appreciation Rights Plan, incorporated herein
by reference to the Registrant's report on Form
10-Q for the quarter ended June 30, 1997 (File
No. 1-5519). (Constitutes a management contract
or compensatory plan or arrangement)
b. Supplemental Pension Agreement dated April 11,
1978 between CDI Corporation and Walter R.
Garrison, incorporated herein by reference to
the Registrant's report on Form 10-K for the
year ended December 31, 1989 (File No. 1-5519).
(Constitutes a management contract or compensa-
tory plan or arrangement)
c. Employment Agreement dated March 11, 1997,
including Restricted Stock Agreement and Non-
Qualified Stock Option Agreement, by and between
Registrant and Mitchell Wienick, incorporated
herein by reference to the EDGAR filing made by
the Registrant on April 1, 1997 in connection
with the Registrant s definitive Proxy Statement
for its annual meeting of shareholders held on
April 28, 1997 (File No. 1-5519). (Constitutes
a management contract or compensatory plan or
arrangement)
d. Consulting Agreement dated as of April 7, 1997
by and between Registrant and Walter R. Garrison,
incorporated herein by reference to Registrant's
report on Form 10-Q for the quarter ended June
30, 1997 (File No. 1-5519). (Constitutes a
management contract or compensatory plan or
arrangement)
e. Employment Agreement, Restricted Stock Agreement
and Non-Qualified Stock Option Agreement all
dated August 4, 1997, by and between Registrant
and Robert J. Mannarino, incorporated herein by
reference to the Registrant's report on Form 10-Q
16
for the quarter ended September 30, 1997. (File
No. 1-5519). (Constitutes a management contract
or compensatory plan or arrangement)
f. Supplemental Retirement Agreement dated as of
April 7, 1997 by and between Registrant and
Mitchell Wienick, incorporated herein by
reference to the Registrant's report on Form
10-K for the year ended December 31, 1997
(File No. 1-5519). (Constitutes a management
contract or compensatory plan or arrangement)
g. Employment Agreement dated October 29, 1997,
Restricted Stock Agreement dated November 10,
1997 and Non-Qualified Stock Option Agreement
dated November 10, 1997 each by and between
Registrant and John D. Sanford, incorporated by
reference to the Registrant's report on Form
10-K for the year ended December 31, 1997
(File No. 1-5519). (Constitutes a management
contract or compensatory plan or arrangement)
h. Supplemental Retirement Agreement dated as of
November 18, 1997 by and between Registrant and
Robert J. Mannarino, incorporated herein by
reference to the Registrant's report on Form
10-K for the year ended December 31, 1997
(File No. 1-55519). (Constitutes a management
contract or compensatory plan or arrangement)
i. Supplemental Retirement Agreement dated as of
November 20, 1997 by and between Registrant and
John D. Sanford, incorporated herein by reference
to the Registrant's report on Form 10-K for the
year ended December 31, 1997 (File No. 1-5519).
(Constitutes a management contract or
compensatory plan or arrangement)
j. Employment Agreement dated July 8, 1997,
including Restricted Stock Agreement and Non-
Qualified Stock Option Agreement, by and between
Registrant and Brian J. Bohling, incorporated
herein by reference to the Registrant's report on
Form 10-Q for the quarter ended March 31, 1998
(File No. 1-5519). (Constitutes a management
contract or compensatory plan or arrangement)
k. Supplemental Retirement Agreement dated November
18, 1997 by and between Registrant and Brian J.
Bohling, incorporated herein by reference to the
Registrant's report on Form 10-Q for the quarter
ended March 31, 1998 (File No. 1-5519).
(Constitutes a management contract or
compensatory plan or arrangement)
17
l. Employment Agreement effective January 1, 1998
by and between Registrant and Joseph R. Seiders,
incorporated herein by reference to the
Registrant's report on Form 10-Q for the quarter
ended March 31, 1998 (File No. 1-5519).
(Constitutes a management contract or compensa-
tory plan or arrangement)
m. CDI Corp. 1998 Non-Qualified Stock Option Plan,
incorporated herein by reference to the EDGAR
filing made by the Registrant on April 3, 1998
in connection with the Registrant's definitive
Proxy Statement for its annual meeting of
shareholders held on May 5, 1998 (File No.
1-5519). (Constitutes a management contract or
compensatory plan or arrangement)
n. CDI Corp. Performance Share Plan, incorporated
herein by reference to the Registrant's report
on Form 10-Q for the quarter ended March 31, 1998
(File No. 1-5519). (Constitutes a management
contract or compensatory plan or arrangement)
o. CDI Corp. Management Stock Purchase Plan,
incorporated herein by reference to the
Registrant's report on Form 10-Q for the quarter
ended March 31, 1998 (File No. 1-5519).
(Constitutes a management contract or compensa-
tory plan or arrangement)
27. Financial Data Schedule.
(b) The Registrant has not filed a Form 8-K during the quarter
ended June 30, 1998.
18
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
CDI CORP.
--------------------------------------
August 12, 1998 By: /s/ John D. Sanford
--------------------------------------
JOHN D. SANFORD
Executive Vice President and Chief
Financial Officer
(Duly authorized officer and
principal financial officer of
Registrant)
19
INDEX TO EXHIBITS
Number Exhibit Page
- ------- ------------------------------------------------------ ----
3.(i) Articles of incorporation of the Registrant,
incorporated herein by reference to the Registrant's
report on Form 10-Q for the quarter ended June 30,
1990 (File No. 1-5519).
(ii) Bylaws of the Registrant, incorporated herein by
reference to the Registrant's report on Form 10-Q for
the quarter ended June 30, 1990 (File No. 1-5519).
10.a. CDI Corp. Non-Qualified Stock Option and Stock
Appreciation Rights Plan, incorporated herein by
reference to the Registrant's report on Form 10-Q
for the quarter ended June 30, 1997 (File No. 1-5519).
(Constitutes a management contract or compensatory
plan or arrangement)
b. Supplemental Pension Agreement dated April 11, 1978
between CDI Corporation and Walter R. Garrison,
incorporated herein by reference to the Registrant's
report on Form 10-K for the year ended December 31,
1989 (File No. 1-5519). (Constitutes a management
contract or compensatory plan or arrangement)
c. Employment Agreement dated March 11, 1997, including
Restricted Stock Agreement and Non-Qualified Stock
Option Agreement, by and between Registrant and
Mitchell Wienick, incorporated herein by reference to
the EDGAR filing made by the Registrant on April 1,
1997 in connection with the Registrant's definitive
Proxy Statement for its annual meeting of share-
holders held on April 28, 1997 (File No. 1-5519).
(Constitutes a management contract or compensatory
plan or arrangement)
d. Consulting Agreement dated as of April 7, 1997 by
and between Registrant and Walter R. Garrison,
incorporated herein by reference to Registrant's
report on Form 10-Q for the quarter ended June 30,
1997 (File No. 1-5519). (Constitutes a management
contract or compensatory plan or arrangement)
e. Employment Agreement, Restricted Stock Agreement and
Non-Qualified Stock Option Agreement all dated August
4, 1997, by and between Registrant and Robert J.
Mannarino, incorporated herein by reference to the
Registrant's report on Form 10-Q for the quarter
ended September 30, 1997 (File No. 1-5519).
(Constitutes a management contract or compensatory
plan or arrangement)
20
INDEX TO EXHIBITS
Number Exhibit Page
- ------- ------------------------------------------------------ ----
f. Supplemental Retirement Agreement dated as of April 7,
1997 by and between Registrant and Mitchell Wienick,
incorporated herein by reference to the Registrant's
report on Form 10-K for the year ended December 31,
1997 (File No. 1-5519). (Constitutes a management
contract or compensatory plan or arrangement)
g. Employment Agreement dated October 29, 1997,
Restricted Stock Agreement dated November 10, 1997
and Non-Qualified Stock Option Agreement dated
November 10, 1997 each by and between Registrant and
John D. Sanford, incorporated by reference to the
Registrant's report on Form 10-K for the year ended
December 31, 1997 (File No. 1-5519). (Constitutes
a management contract or compensatory plan or
arrangement)
h. Supplemental Retirement Agreement dated as of
November 18, 1997 by and between Registrant and Robert
J. Mannarino, incorporated herein by reference to the
Registrant's report on Form 10-K for the year ended
December 31, 1997 (File No. 1-55519). (Constitutes
a management contract or compensatory plan or
arrangement)
i. Supplemental Retirement Agreement dated as of
November 20, 1997 by and between Registrant and John
D. Sanford, incorporated herein by reference to the
Registrant's report on Form 10-K for the year ended
December 31, 1997 (File No. 1-5519). (Constitutes a
management contract or compensatory plan or
arrangement)
j. Employment Agreement dated July 8, 1997, including
Restricted Stock Agreement and Non-Qualified Stock
Option Agreement, by and between Registrant and
Brian J. Bohling, incorporated herein by reference
to the Registrant's report on Form 10-Q for the
quarter ended March 31, 1998 (File No. 1-5519).
(Constitutes a management contract or compensatory
plan or arrangement)
k. Supplemental Retirement Agreement dated November 18,
1997 by and between Registrant and Brian J. Bohling,
incorporated herein by reference to the Registrant's
report on Form 10-Q for the quarter ended March 31,
1998 (File No. 1-5519). (Constitutes a management
contract or compensatory plan or arrangement)
21
INDEX TO EXHIBITS
Number Exhibit Page
- ------- ------------------------------------------------------ ----
l. Employment Agreement effective January 1, 1998 by and
between Registrant and Joseph R. Seiders, incorporated
herein by reference to the Registrant's report on Form
10-Q for the quarter ended March 31, 1998 (File No.
1-5519). (Constitutes a management contract or
compensatory plan or arrangement)
m. CDI Corp. 1998 Non-Qualified Stock Option Plan,
incorporated herein by reference to the EDGAR filing
made by the Registrant on April 3, 1998 in connection
with the Registrant's definitive Proxy Statement for
its annual meeting of shareholders held on May 5,
1998 (File No. 1-5519). (Constitutes a management
contract or compensatory plan or arrangement)
n. CDI Corp. Performance Share Plan, incorporated herein
by reference to the Registrant's report on Form 10-Q
for the quarter ended March 31, 1998 (File No.
1-5519). (Constitutes a management contract or
compensatory plan or arrangement)
o. CDI Corp. Management Stock Purchase Plan, incorporated
herein by reference to the Registrant's report on
Form 10-Q for the quarter ended March 31, 1998 (File
No. 1-5519). (Constitutes a management contract or
compensatory plan or arrangement)
27. Financial Data Schedule. 22