SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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(Mark One)
( X ) ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 for the fiscal year ended December 31, 1997
or
( ) TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 for the transition period from ____________ to _____________
Commission File No. 000-24484
A. Full title and address of the plan, if different from that of the
issuer named below:
ACCUSTAFF INCORPORATED
RETIREMENT SAVINGS PLAN
ONE INDEPENDENT DRIVE
JACKSONVILLE, FLORIDA 32202
(904) 360-2000
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
ACCUSTAFF INCORPORATED
ONE INDEPENDENT DRIVE
JACKSONVILLE, FLORIDA 32202
(904) 360-2000
REQUIRED INFORMATION
The following financial statements and schedules have been prepared in
accordance with the financial reporting requirements of the Employee Retirement
Income Security Act of 1974, as amended:
1. Statement of Net Assets Available for Benefits as of December 31, 1997.
2. Statement of Changes in Net Assets Available for Benefits for the Year
Ended December 31, 1997.
The AccuStaff Incorporated Retirement Savings Plan was adopted during
fiscal year 1997.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this Annual Report to be signed on its behalf by the undersigned hereunto
duly authorized on this 7th day of July 1998.
ACCUSTAFF INCORPORATED
RETIREMENT SAVINGS PLAN
By: ACCUSTAFF INCORPORATED
(Plan Administrator)
By: /s/ Robert P. Crouch
--------------------
Robert P. Crouch, Vice President & Controller
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ACCUSTAFF INCORPORATED
RETIREMENT SAVINGS PLAN
REPORT ON AUDITS OF FINANCIAL STATEMENTS
AND SUPPLEMENTAL SCHEDULES
FOR THE YEAR ENDED DECEMBER 31, 1997
TABLE OF CONTENTS
Report of Independent Accountant 3
Financial Statements:
Statement of Net Assets Available for Benefits 4
Statement of Changes in Net Assets Available for Benefits 5
Notes to Financial Statements 6
Supplemental Schedules:
Item 27a-Schedule of Assets Held for Investment Purposes 12
Item 27d-Schedule of Reportable Transactions 13
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Report of Independent Accountants
Administrator of the AccuStaff Incorporated
Retirement Savings Plan
We have audited the accompanying statement of net assets available for benefits
of AccuStaff Incorporated Retirement Savings Plan (the Plan) as of December 31,
1997, and the related statement of changes in net assets available for benefits
for the year then ended. These financial statements are the responsibility of
the Plan's management. Our responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of AccuStaff
Incorporated Retirement Savings Plan as of December 31, 1997, and the changes in
net assets available for benefits for the year then ended in conformity with
generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of AccuStaff
Incorporated Retirement Savings Plan are presented for purposes of additional
analysis and are not a required part of the basic financial statements but are
supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. The supplemental schedules have been subjected to the
auditing procedures applied in the audits of the basic financial statements and,
in our opinion, are fairly stated in all material respects in relation to the
basic financial statements taken as a whole.
PricewaterhouseCoopers LLP
Jacksonville, Florida
July 7, 1998
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AccuStaff Incorporated Retirement Savings Plan
Statement of Net Assets Available for Benefits
December 31, 1997
Assets:
Investments at fair value
Money market funds $3,737,583
Mutual fund pooled accounts 5,721,164
Participants' notes receivable 58,490
-----------
Total investments 9,517,237
Transfers from merged plans 16,162,700
Contributions receivable from employees 347,760
-----------
Total asssets 26,027,697
Liabilities --
-----------
Net assets available for benefits $26,027,697
===========
The accompanying notes are an integral part of these financial statements.
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AccuStaff Incorporated Retirement Savings Plan
Statement of Changes in Net Assets Available for Benefits
for the year ended December 31, 1997
Additions to net assets attributed to:
Investment income
Interest and dividends 538,079
Net appreciation (depreciation)
in fair value of investments (697,945)
-----------
(159,866)
Employee benefit plans merged 23,494,756
Employee contributions 3,033,569
-----------
Total additions 26,368,459
Deductions from net assets attributed to:
Benefits paid to participants 340,762
-----------
Total deductions 340,762
-----------
Net increase 26,027,697
Net assets available for benefits:
Beginning of year --
-----------
End of year $26,027,697
===========
The accompanying notes are an integral part of these financial statements.
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AccuStaff Incorporated Retirement Savings Plan
Notes to Financial Statements
1. Description of Plan:
The following description of the AccuStaff Incorporated Retirement Savings
Plan (the Plan) provides only general information. Participants should
refer to the Plan agreement for a more complete description of the Plan's
provisions.
General - The Plan was adopted July 1, 1997. The Plan is a defined
contribution plan covering professional employees of AccuStaff Incorporated
who are age 21 or older and have completed at least 90 days of service with
a minimum of 375 hours or one year of service. To continue to vest in
Company contributions, a participant must work at least 1,000 hours each
year. The Plan is subject to the provisions of the Employee Retirement
Income Security Act of 1974 (ERISA).
Contributions - Employer contributions to the Plan are at the discretion of
the Company and are a discretionary matching contribution equal to a
uniform percentage of the amount of deferred salary. There were no employer
contributions for the year ended December 31, 1997.
Participants may elect to defer and contribute to the Plan up to 15% of
their annual compensation, within the limitations prescribed by law, and
under the provisions of the Plan. Individual participants' contributions
are limited to an annual IRS maximum amount ($9,500 for the plan year ended
December 31, 1997).
Self Directed Contributions - Under the provisions of the Plan,
participants may direct their contributions to be invested in various
pooled accounts of the Strong Mutual Fund Company. Contributions may be
invested in one account or allocated among different accounts. Changes in
allocation of contributions among accounts are permitted pursuant to
contract provisions.
Accounts available to participants and the related investment objective are
summarized as follows:
o Strong Money Market Fund - This Fund seeks current income, a stable
share price, and daily liquidity. The Fund primarily invests in
corporate, bank, and government instruments that present minimal
credit risk.
o Strong Asset Allocation Fund - This Fund seeks high total return
consistent with reasonable risk over the long term. The Fund pursues
this objective by allocating its assets among stocks, bonds and cash.
o Strong Common Stock Fund - This Fund seeks capital growth. The Fund
invests at least 80% of its net assets in equity securities. It
currently emphasizes small companies that the advisor believes are
under-researched and attractively valued.
o Strong Government Securities Fund - This Fund seeks total return by
investing for a high level of current income with a moderate degree of
share-price fluctuation. The Fund normally invests at least 80% of its
net assets in U.S. government securities.
o Strong Index 500 Fund - This Fund seeks to approximate as closely as
practicable (before fees and expenses) the capitalization-weighted
total rate of return of that portion of the U.S. market for publicly
traded common stocks composed of the larger capitalization companies.
o Strong Growth Fund - This Fund seeks capital growth. It invests
primarily in equity securities that the advisor believes have
above-average growth prospects.
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o Strong International Stock Fund - This Fund seeks capital growth. It
invests primarily in the equity securities of issuers located outside
the United States.
o Strong Schafer Value Fund - This Fund's primary investment objective
is long-term capital appreciation. The Fund invests principally in
common stocks and other equity securities. Current income is a
secondary objective in the selection of investments.
o Strong AccuStaff Company Stock Fund - This Fund was created
specifically for AccuStaff employees. The fund purchases 95% of its
value into the AccuStaff Company stock. Five percent is held in the
Strong Money Market Fund. The combined value is unitized. The
participant then invests in these units.
Earnings Allocation - Plan earnings are allocated to participants' accounts
based upon their individual account balances as of each valuation date,
less any withdrawals made during the year.
Forfeiture Allocation - Forfeitures of terminated participants' accounts
related to the provisions of the Plan would result in a reduction of the
Company's contributions in the year of such forfeiture.
Vesting - Employee contributions plus actual earnings thereon are fully
vested at all times. Employer contributions made on behalf of each
participant are not vested until the employee completes five years of
service, at which time the participant becomes fully vested. Pursuant to an
amendment to the Plan effective January 1, 1998, vesting will occur equally
over four years of service.
In the event of death or total and permanent disability while under the
Company's employment, all amounts credited to the participant's account as
of the subsequent plan anniversary date are considered fully vested.
Payment of Benefits - Upon retirement, death or disability, a participant
or participant's beneficiary will receive a lump sum amount equal to the
value of his or her account. In the case of termination other than death,
disability, or retirement, the employee is entitled to receive 100% of the
vested account balance.
Participants' Notes Receivable - Participants may receive loans from the
Plan within limits established by rules under the Internal Revenue Code.
All loans must be secured. A participant may use up to one-half of his or
her non-forfeitable account balance under the Plan to secure a loan. Loans
require periodic payments with principal amortized over a period not to
exceed five years, except for loans to acquire a principal residence, which
require periodic payments over a reasonable period determined at the date
the loan is made. All loans are considered a directed investment from a
participant's account under the Plan. All payments of principal and
interest by a participant on a loan are credited to his or her account.
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2. Summary of Significant Accounting Policies:
Basis of Accounting - The financial statements of the Plan are prepared
under the accrual method of accounting.
Administrative Expenses - All expenses of administration may be paid out of
the Plan's funds or by the Company.
Investment Valuation and Income Recognition - The Plan's investments are
stated at fair value based upon quoted market prices, if available.
Investments for which quoted market prices are not available are carried at
their estimated fair value. Shares of registered investment companies are
valued at quoted market prices, which represent the net asset value of
shares held by the Plan at year-end. Gains or losses on the sale of
investments are based on the cost or adjusted value of each specific
investment.
The Plan presents in the statement of changes in net assets available for
benefits the net appreciation (depreciation) in fair value of its
investments which consists of realized gains or losses and the unrealized
appreciation (depreciation) on these investments.
Purchases and sales of securities are recorded on a trade-date basis.
Interest income is recorded on the accrual basis. Dividends are recorded on
the ex-dividend date.
Use of Estimates - The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
significant estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosures of contingent assets and liabilities
at the date of the financial statements and the reported amounts of revenue
and expenses during the reporting period. Actual results could differ from
those estimates.
Risks and Uncertainties - The Plan provides for various investment options
in any combination of fixed income securities and mutual funds. Investment
securities are exposed to various risks, such as interest rate, market and
credit. Due to the level of risk associated with certain investment
securities and the level of uncertainty related to changes in the value of
investment securities, it is at least reasonably possible that changes in
risks in the near term would materially affect participants' account
balances and the amounts reported in the statement of net assets available
for plan benefits and the statement of changes in net assets available for
plan benefits.
Benefits - Benefits are recorded when paid.
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3. Investments:
The following is a summary of self-directed investments for the year ended
December 31, 1997:
Net Assets
----------------------------------------------------------------------------------
Additions Deductions
----------------------------------------------------------------------- ----------
Beginning Benefits
Balance Rolled in Net Ending
of Self- From Investment Benefits Balance of
Directed Merged/ Participant Income and Paid to Investments
Invest- Transferred Contribu- Gains/ Partici- at December
ments Plans Transfers tions Losses Total pants 31, 1997
---------- ----------- ------------ ----------- ---------- ----------- ---------- -----------
The Strong Mutual Funds pooled accounts:
Money Market Fund $ -- $4,025,427 ($1,773,576) $1,570,332 $39,330 $ 3,861,513 ($123,930) $3,737,583
Asset Allocation Fund -- 113,926 95,926 44,576 2,555 256,983 (7,377) 249,606
International Stock Fund -- 200,824 128,738 77,564 (43,550) 363,576 (21,576) 342,000
Government Securities Fund -- 253,611 200,929 122,719 10,466 587,725 (9,670) 578,055
Schafer Value Fund -- 561,698 488,302 287,881 (3,786) 1,334,095 (41,061) 1,293,034
Growth Fund -- 1,150,507 327,660 206,478 (63,820) 1,620,825 (78,531) 1,542,294
Common Stock Fund -- 828,594 424,148 321,564 (36,946) 1,537,360 (51,912) 1,485,448
AccuStaff Company Stock Fund -- 133,036 99,153 54,695 (65,259) 221,625 (1,281) 220,344
Index 500 Fund -- -- 10,204 -- 179 10,383 -- 10,383
Participants' notes receivable -- 64,433 (1,484) -- 965 63,914 (5,424) 58,490
---------- ----------- ----------- ---------- ---------- ----------- ---------- -----------
$ -- $7,332,056 $ -- $2,685,809 ($159,866) $ 9,857,999 ($340,762) $9,517,237
========== =========== =========== ========== ========== =========== ========== ===========
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3. Investments, Continued:
Investments which exceeded 5% of the Plan's net assets at December 31, 1997 are
summarized as follows:
The Strong Mutual Funds pooled accounts:
Money Market Fund $ 3,737,583
Growth Fund 1,542,294
Common Stock Fund 1,485,448
4. Plan Termination:
Although it has not expressed any intent to do so, the Company has the
right under the Plan agreement to discontinue its contributions at any time
and to terminate the Plan agreement subject to the provisions of ERISA. In
the event of plan termination, participants will become fully vested in
their accounts.
5. Tax Status:
In March 1998, the Plan filed a letter with the Internal Revenue Service to
apply for tax determination on the Plan. The Plan has not yet received a
determination letter. However, the Plan administrator and the Plan's tax
counsel believe that the Plan is designed and is currently being operated
in compliance with the applicable requirements of the IRC.
6. Financial Instruments:
Certain financial instruments potentially subject the Plan to
concentrations of credit risk. These financial instruments consist of money
market funds and pooled accounts with a mutual fund company.
The Plan limits its credit risk by maintaining its money market funds and
pooled and general accounts with what it believes to be high quality
financial institutions.
7. Related Party Transactions:
Certain Plan expenses for accounting, legal and administrative services are
paid for by the Company. These expenses were approximately $45,550 in 1997.
Effective with the establishment of the Plan with the new administrator,
employees can elect to allocate their contributions to the purchase of
AccuStaff Company stock units, via the Strong AccuStaff Company Fund.
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8. Merger of Subsidiary Plan:
During 1997, the defined contribution plans of two subsidiaries were merged
into the Plan. The Plan also received a rollover from the AccuStaff
Employee Savings and Profit Sharing Plan and Trust. The following table
details the subsidiary, actual date and amounts of assets transferred into
the AccuStaff plan, inclusive of participants' loans.
Subsidiary Date Amount
- ----------------------------------- ------------------ -----------
Rollover from Employee Savings Plan September 30, 1997 $ 4,486,197
McKinley Group, Inc. October 2, 1997 393,400
Programming Enterprise, Inc.
d/b/a Mini-Systems Associates December 4, 1997 2,452,459
-----------
$ 7,332,056
===========
In addition, the plans of nine other subsidiaries with assets totaling
$16,162,700 were merged into the Plan effective December 31, 1997. The
assets for these plans are reflected in the statement of net assets
available for benefits as transfers from merged plans and added to employee
benefit plans merged in the statement of changes in net assets available
for benefits. Also, two other subsidiaries without a retirement plan
adopted the Plan.
9. Subsequent Event:
During 1998, ten subsidiary 401(k) plans are scheduled to convert into the
Plan before December 31, 1998. In addition, four other subsidiaries adopted
the Plan during 1998.
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Supplemental Schedules
AccuStaff Incorporated Retirement Savings Plan
Item 27a-Schedule of Assets Held for Investment Purposes
As of December 31, 1997
Net
Appreciation
(Depreciation)
Cost Fair Value in Fair Value
----------- ---------- ----------
The Strong Mutual Funds pooled accounts:
Money Market Fund $3,737,583 $3,737,583 $ --
Asset Allocation Fund 272,008 249,606 (22,402)
International Stock Fund 394,636 342,000 (52,636)
Government Securities Fund 573,639 578,055 4,416
Schafer Value Fund 1,335,590 1,293,034 (42,556)
Growth Fund 1,822,844 1,542,294 (280,550)
Common Stock Fund 1,724,909 1,485,448 (239,461)
Index 500 Fund 10,204 10,383 179
AccuStaff Company Stock Fund 285,279 220,344 (64,935)
----------- ---------- ----------
10,156,692 9,458,747 (697,945)
----------- ---------- ----------
Participants' notes receivable 58,490 58,490 --
----------- ---------- ----------
Total investments $10,215,182 $9,517,237 ($697,945)
=========== ========== ==========
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AccuStaff Incorporated Retirement Savings Plan
Item 27d-Schedule of Reportable Transactions
For the year ended December 31, 1997
The following summary of reportable transactions presents each transaction or
series of transactions involving an amount in excess of five percent (5%) of the
fair value of Plan assets at the beginning of the 1997 Plan year.
Number Number Realized
of Trans- of Trans- Gains/
Purchases actions Sales actions Losses
--------- --------- --------- --------- ---------
The Strong Mutual Funds pooled accounts:
Money Market Fund $4,025,427 3 - - -
Government Securities Fund 253,611 1 - - -
Schafer Value Fund 561,810 1 - - -
Growth Fund 1,150,540 1 - - -
Common Stock Fund 828,707 1 - - -
Asset Allocation Fund 113,926 1 - - -
International Stock Fund 200,849 1 - - -
AccuStaff Company Stock Fund 133,078 1 - - -
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