SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
______________________
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 27, 1997
COMMISSION FILE NUMBER 0-23198
INTERIM SERVICES INC.
(Exact name of registrant in its charter)
DELAWARE 36-3536544
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
2050 SPECTRUM BOULEVARD
FORT LAUDERDALE, FLORIDA 33309
(Address of principal executive offices, including zip code)
(954) 938-7600
(Registrant's telephone number, including area code)
_______________________
Indicate by check mark 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, and (2) has been subject to such filing
requirements for the past 90 days.
Yes ( X ) No ( )
The number of shares outstanding of the registrant's Common Stock, $0.0l par
value, at July 25, 1997 was 19,627,416 shares.
TABLE OF CONTENTS
PART I Financial Information
Item 1. Financial Statements Page
Consolidated Statements of Earnings
Quarter Ended June 27, 1997 and June 28, 1996
Six Months Ended June 27, 1997 and June 28, 1996.............. 1
Consolidated Balance Sheets
June 27, 1997 and December 27, 1996........................... 2
Consolidated Statements of Cash Flows
Six Months Ended June 27, 1997 and June 28, 1996.............. 3
Notes to Consolidated Financial Statements...................... 4
Item 2.
Management's Discussion and Analysis of Results of
Operations and Financial Condition.............................. 6
PART II Other Information
Item 4.
Matters Submitted to a Vote of Security Holders................ 10
Item 6.
Exhibits and Reports on Form 8-K................................ 11
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
INTERIM SERVICES INC.
CONSOLIDATED STATEMENTS OF EARNINGS
(unaudited, amounts in thousands, except per share amounts)
Three Months Ended Six Months Ended
------------------- ---------------------
June 27, June 28, June 27, June 28,
1997 1996 1997 1996
--------- --------- -------- --------
Revenues from services $ 422,833 $ 281,188 $ 739,618 $ 545,913
Cost of services 280,875 194,504 500,220 380,232
--------- --------- -------- --------
Gross profit 141,958 86,684 239,398 165,681
--------- --------- -------- --------
Selling, general and
administrative expenses 101,283 60,964 172,062 116,741
Licensee commissions 11,034 9,475 20,462 18,657
Amortization of intangibles 5,081 2,188 7,365 4,337
Interest expense 6,185 1,805 6,460 3,441
Merger expense - 8,183 - 8,600
--------- --------- -------- --------
123,583 82,615 206,349 151,776
--------- --------- -------- --------
EARNINGS BEFORE INCOME
TAXES 18,375 4,069 33,049 13,905
Income taxes 8,453 4,415 14,602 8,762
--------- --------- --------- --------
NET EARNINGS (LOSS) $ 9,922 $ (346) $ 18,447 $ 5,143
========= ========= ========= ========
NET EARNINGS (LOSS) PER
COMMON AND COMMON
EQUIVALENT SHARES $ 0.25 $ (0.01) $ 0.46 $ 0.16
========= ========= ========= ========
WEIGHTED AVERAGE SHARES
OUTSTANDING 39,946 30,840 39,880 31,832
========= ========= ========= ========
EPS effect before August 7, 1997 two-for-one stock split
Net earnings/(loss) per
common and common
equivalent shares $ 0.50 $ (0.02) $ 0.93 $ 0.32
========= ========= ========= ========
Weighted average shares
outstanding 19,973 15,420 19,940 15,916
========= ========= ========= ========
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
1
INTERIM SERVICES INC.
CONSOLIDATED BALANCE SHEETS
(unaudited, amounts in thousands, except per share data)
June 27, December 27,
1997 1996
-------- ------------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 25,548 $ 18,938
Marketable securities - 7,499
Receivables, less allowance for
doubtful accounts of $4,874
and $3,023 268,753 186,732
Insurance deposits 21,449 32,794
Other current assets 40,789 18,301
------------ -----------
TOTAL CURRENT ASSETS 356,539 264,264
INTANGIBLE ASSETS, NET 731,668 174,747
PROPERTY AND EQUIPMENT, NET 71,413 49,795
OTHER ASSETS 36,436 23,684
------------ -----------
$ 1,196,056 $ 512,490
============ ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt $ 31,900 $ -
Accounts payable and other accrued
expenses 78,057 27,092
Accrued salaries, wages
and payroll taxes 73,403 40,948
Accrued insurance 23,980 26,782
Accrued income taxes 19,534 159
----------- ----------
TOTAL CURRENT LIABILITIES 226,874 94,981
LONG-TERM DEBT 524,458 -
DEFERRED TAX LIABILITY 4,155 2,798
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Preferred stock, par value $.01 per share;
authorized, 2,500,000 shares;
none issued or outstanding - -
Common stock, par value $.01 per share;
authorized, 50,000,000 shares;
outstanding, 1997 - 39,227,580,
and 1996 - 38,953,368 392 390
Treasury stock (460) (460)
Additional paid-in capital 253,174 251,041
Retained earnings 182,397 163,950
Cumulative translation adjustment 5,066 (210)
------------ -----------
TOTAL STOCKHOLDERS' EQUITY 440,569 414,711
------------ -----------
$ 1,196,056 $ 512,490
============ ===========
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
2
INTERIM SERVICES INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED, AMOUNTS IN THOUSANDS)
SIX MONTHS ENDED
---------------------------
JUNE 27, JUNE 28,
1997 1996
----------- ---------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Earnings $ 18,447 $ 5,143
Adjustments to reconcile net earnings to
net cash from operating activities:
Depreciation and amortization 14,560 9,098
(Benefit from) provision for deferred taxes
on income (3,139) 327
Changes in assets and liabilities, net of
effect of acquisitions
Receivables (39,829) (24,308)
Insurance deposits 11,345 (707)
Other current assets (7,883) (2,475)
Other assets (12,751) (3,031)
Accounts payable and accrued expenses 22,752 524
Accrued salaries, wages and
payroll taxes 21,965 9,152
Accrued insurance (2,857) 1,541
Accrued income taxes (2,827) (1,087)
Other (67) (1)
----------- --------
NET CASH PROVIDED BY/(USED IN)
OPERATING ACTIVITIES 19,716 (5,824)
----------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisitions, net of cash acquired (560,883) (5,382)
Capital expenditures (11,558) (12,919)
Net proceeds from sale of marketable securities 7,499 15,631
----------- ---------
NET CASH USED IN INVESTING ACTIVITIES (564,942) (2,670)
----------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings 579,784 5,273
Repayment of borrowings (30,275) -
Proceeds from exercise of employee stock
options and other 2,135 1,203
----------- ---------
NET CASH PROVIDED BY FINANCING ACTIVITIES 551,644 6,476
----------- ---------
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH
EQUIVALENTS 192 -
----------- ---------
NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS 6,610 (2,018)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 18,938 4,025
----------- ---------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 25,548 $ 2,007
=========== ========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW
INFORMATION:
Income taxes paid $ 12,376 $ 11,422
=========== ========
Interest paid $ 2,026 $ 3,841
=========== ========
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
3
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Basis of Presentation
The consolidated financial statements of Interim Services Inc. and
subsidiaries (the "Company"), included herein, do not include all
footnote disclosures normally included in annual financial statements
and, therefore, should be read in conjunction with the Company's
financial statements and notes thereto for each of the three years in the
period ended December 27, 1996 included in the Company's Annual Report on
Form 10-K.
The interim consolidated financial statements for the six months ended
June 27, 1997 are unaudited and, in the opinion of management, reflect
all adjustments (consisting only of normal recurring adjustments)
necessary for fair presentation of financial position, results of
operations and cash flows for such periods. Results for the six months
ended June 27, 1997 are not necessarily indicative of results to be
expected for the full fiscal year ending December 26, 1997.
2. Earnings Per Share
Net earnings per share is based on the weighted average number of shares
of common stock and common stock equivalents outstanding during each
period. As of June 27, 1997, the Company had 19,613,790 shares of common
stock outstanding. On August 7, 1997 the Company announced a two-for-one
stock split in the form of a 100% stock dividend, subject to New York
Stock Exchange approval, to stockholders of record as of the close of
business on August 18, 1997, payable on September 5, 1997. Including the
effect of the two-for-one stock split, as of June 27, 1997 the Company
had 39,227,580 shares of common stock outstanding. The effect has been
reflected in the accompanying consolidated balance sheets and
consolidated statements of earnings and has been applied on a retroactive
basis.
3. Acquisitions
On April 18, 1997, Interim Services (UK) PLC ("Interim UK"), a
wholly-owned subsidiary of Interim Services Inc., acquired 74.8% of the
outstanding ordinary share capital of Michael Page Group, PLC ("Michael
Page") pursuant to a tender offer. When aggregated with the 17.3% ownership
held by Interim UK as a result of open market purchases made from the
announcement of the tender offer, Interim UK's holdings totaled
approximately 92% of the outstanding ordinary share capital of Michael
Page. Subsequently, the remaining shares were purchased to complete the
transaction.
This acquisition was accounted for under the purchase method of
accounting. Accordingly, the operations of Michael Page are included in
the Consolidated Statement of Earnings from April 18, 1997. The excess
of the purchase price over the fair value of the net tangible assets
acquired is $512 million and is being amortized over 40 years.
During 1997, the Company made certain other acquisitions which were
accounted for under the purchase method of accounting. Their operations
are included in the consolidated statements of earning from the date of
acquisition.
As of June 27, 1997 the cost of the acquisitions in 1997 have been
allocated on a preliminary basis while the Company obtains final
information regarding the fair value of assets acquired and liabilities
assumed. Although the allocations and amortization periods are subject to
4
adjustment, the Company does not expect that such adjustments will have a
material effect on the consolidated financial statements.
The following unaudited pro forma consolidated results of operations
give effect to acquisitions consummated during 1997 as though they
occurred at the beginning of 1997 and 1996 with pro forma adjustments
to give effect to amortization of goodwill, interest expense on
additional borrowings used to fund acquisitions and other adjustments,
together with income tax effects:
June 27, 1997 June 28, 1996
Revenue $ 836.4 million $ 689.2 million
Net earnings $ 17.0 million $ 1.0 million
Net earnings per
common and common
equivalent shares $ 0.43 per share $ 0.03 per share
The pro forma consolidated results are not necessarily indicative of
results that would have occurred had the acquisitions been in effect
for the periods presented, nor are they indicative of the results that
will be obtained in the future.
4. Financing
The acquisitions were funded by borrowings of approximately $580,000,000
under a $675,000,000 syndicated credit agreement entered into as of
May 1, 1997 (the "Credit Facility"). The Credit Facility consists of a
revolving loan facility of $400,000,000 (terminating in 2003) and a term
loan of $275,000,000 (due through 2002). Interest rates on amounts
outstanding under the Credit Facility are based on LIBOR plus a variable
margin, determined by financial tests. The average interest rate during the
second quarter was 6.86%.
The Company has entered into variable to fixed interest rate swap agreements
in the notional amount of $100 million as of June 27, 1997 which have been
assigned to portions of these credit facilities. These agreements have
various expiration dates with the option to extend between 2000 and 2002.
Under these agreements, the Company received an average variable rate of
5.86% and paid an average fixed rate of 6.28% during the six months ended
June 27, 1997. The Company also has variable to variable interest rate
swap agreements outstanding at June 27, 1997 with notional amounts of
$100 million which effectively convert interest from a LIBOR basis to a
broader index. These agreements expire in 2002. Under these agreements,
the Company received an average variable rate of 5.84% and paid an
average variable rate of 5.35% during the six months ended June 27, 1997.
The difference between the book value and market value of these instruments
at June 27, 1997 was immaterial.
5. Subsequent Event
On June 29, 1997, the Company reached a definitive agreement to sell its
Healthcare business to Cornerstone Equity Investors for cash of $134
million. The closing is expected to take place during the third quarter
of 1997 and the Company will use the net proceeds to reduce debt.
5
Item 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
RESULTS OF OPERATIONS
The following analysis of operations for the quarter and six months ended
June 27, 1997 compared to the quarter and six months ended June 28, 1996
should be read in conjunction with the Consolidated Statements of Earnings
found on page 1.
QUARTER ENDED JUNE 27, 1997 COMPARED TO QUARTER ENDED JUNE 28, 1996
Revenues increased 50.4% to $422.8 million from $281.2 million last year.
Revenues are generated primarily through two operating divisions, Commercial
and HealthCare. Commercial revenues increased 60.4% reflecting strong
internal growth as well as 1997 acquisitions including Michael Page Group PLC
("Michael Page"), an international recruiting and staffing company, acquired
in the second quarter and outplacement and search businesses acquired in the
first quarter of 1997 ("1997 acquisitions"). Excluding 1997 acquisitions,
revenues increased 25.5% reflecting high growth rates within the Commercial
division's professional services businesses, particularly within Information
Technology (IT). The Commercial division's traditional staffing business also
continued to grow significantly due, in part, to expansion of its On-Premise
program. HealthCare Division revenues increased 14.1% due to internal growth
and an internal buyback of a major franchise at the end of the first quarter
in 1997.
Gross profit increased 63.8% to $142.0 million compared with $86.7 million a
year ago. Gross profit margin increased to 33.6% from 30.8% last year due to
growth in the percentage of revenues being derived from the Company's higher
margin professional services businesses. Professional services comprised
42.2% of total revenues in the second quarter of 1997 compared with 27.0% in
the same period last year.
Selling, general and administrative expenses increased 66.1% to $101.3
million from $61.0 million last year. Selling, general and administrative
expenses as a percentage of revenues were 24.0% compared with 21.7% a year
ago. Operating expenses increased due to the higher costs associated with
the professional services businesses. These higher gross margin businesses
have higher operating expenses than the Company's traditional personnel
staffing business.
Licensee commissions increased 16.5% to $11.0 million from $9.5 million last
year. Licensee commissions as a percent of revenues decreased to 2.6% from
3.4% due to branch revenues growing at a faster rate than licensee revenue.
Amortization expense increased from $2.2 million to $5.1 million reflecting
an increase in intangible assets arising from the 1997 acquisitions.
The effective tax rate for the second quarter of 1997 was 46.0% compared with
108.5% last year. Last year's high rate resulted from a large portion of last
year's merger expense being nondeductible. The second quarter effective tax
rate, excluding the effects of the non recurring merger expenses, was 43.1%.
This increase in the effective tax rate from 43.1% last year to 46% this year
results from the additional goodwill related to the Michael Page acquisition
being nondeductible.
6
On August 7, 1997 the Company announced a 2 for 1 stock split ("stock
split") in the form of a 100% stock dividend to stockholders of record as of
the close of business on August 18, 1997, payable on September 5, 1997.
Net earnings for the quarter ended June 27, 1997 were $9.9 million, or $0.25
per share ($0.50 before stock split), compared to a loss of $0.3 million, or
$(0.01) per share ($(0.02) before stock split) last year. Exclusive of 1996
merger expenses, net earnings for the quarter were up 47.3% compared with
$6.7 million, or $0.22 per share ($0.44 before stock split) last year,
representing a 13.7% increase in per share earnings. The weighted average
number of shares outstanding was 39,946,000 (19,973,000 before stock split)
compared to 30,840,000 (15,420,000 before stock split) last year.
SIX MONTHS ENDED JUNE 27, 1997 COMPARED TO SIX MONTHS ENDED JUNE 28, 1996
Revenues increased 35.5% to $739.6 million from $545.9 million last year.
Revenues are generated primarily through two operating divisions, Commercial
and HealthCare. Commercial revenues increased 42.5% reflecting strong
internal growth as well as the 1997 acquisitions. Excluding the 1997
acquisitions, revenues increased 23.8% reflecting high growth rates within
the Commercial division's professional services businesses, particularly
within Information Technology (IT). The Commercial division's traditional
staffing business also continued to grow significantly due, in part, to
expansion of its On-Premise program. HealthCare Division revenues increased
9.6% due primarily to internal growth and an internal buyback of a major
franchise at the end of the first quarter in 1997.
Gross profit increased 44.5% to $239.4 million compared with $165.7 million a
year ago. Gross profit margin increased to 32.4% from 30.3% last year due to
growth in the percentage of revenues being derived from the Company's higher
margin professional services businesses. Professional services comprised
37.1% of total revenues in the six months ended June 27, 1997 compared with
27.0% in the same period last year.
Selling, general and administrative expenses increased 47.4% to $172.1
million from $116.7 million last year. Selling, general and administrative
expenses as a percentage of revenues were 23.3% compared with 21.4% a year
ago. Operating expenses increased due to the higher costs associated with
the professional services businesses. These higher gross margin businesses
have higher operating expenses than the Company's traditional personnel
staffing business.
Licensee commissions increased 9.7% to $20.5 million from $18.7 million last
year. Licensee commissions as a percent of revenues decreased to 2.8% from
3.4% due to branch revenues growing at a faster rate than licensee revenue,
caused in part by a large licensee converting to a franchise in the first
quarter of 1996.
Amortization expense increased from $4.3 million to $7.4 million reflecting
an increase in intangible assets arising from the 1997 acquisitions.
The effective tax rate for the six months ended June 27, 1997 was 44.2%
compared with 63.0% last year. Last year's high rate resulted from a large
portion of last year's merger expense being nondeductible. The effective tax
rate for the six months ended June 28, 1996, excluding the effects of the non
recurring merger expenses, was 43.6%. This increase in the effective tax
rate from 43.6% last year to 44.2% this year results from the additional
goodwill related to the Michael Page acquisition being nondeductible.
Net earnings for the six months ended June 27, 1997 were $18.4 million, or
$0.46 per share ($0.93 before stock split), compared to $5.1 million, or
$0.16 per share ($0.32 before stock split)
7
last year. Exclusive of 1996 merger expenses, net earnings for the six months
ended were up 44.8% compared to $12.7 million, or $0.40 per share ($0.80
before stock split) last year, representing a 16.3% increase in per share
earnings. The weighted average number of shares outstanding was 39,880,000
(19,940,000 before stock split) compared to 31,832,000 (15,916,000 before
stock split) last year.
8
FINANCIAL CONDITION
These comments should be read in conjunction with the Consolidated Balance
Sheets and Consolidated Statements of Cash Flows found on pages 2 and 3,
respectively.
Net cash provided by operating activities was $19.7 million in the first six
months ended of 1997 compared with operating activities using $5.8 million
in 1996. The increase in cash flow provided by operating activities was
primarily attributable to increased net earnings, higher depreciation and
amortization and increased accounts payable and accrued salaries, wages and
payroll taxes partially offset by increased receivables and an increase in
other assets.
Investing activities used cash of $564.9 million primarily due to the
acquisition of Michael Page. The Company and Interim UK obtained these funds
from borrowings of approximately $580,000,000 under a $675,000,000 Credit
Facility. The Credit Facility consists of a revolving loan facility of
$400,000,000 and a term loan of $275,000,000. Interest rates on amounts
outstanding under the Credit Facility are based on LIBOR plus a variable
margin, determined by financial tests.
The Company believes that its internally generated funds and lines of credit
are sufficient to support anticipated levels of growth.
SUBSEQUENT EVENTS
On June 29, 1997, the Company reached a definitive agreement to sell its
Healthcare business to Cornerstone Equity Investors for cash of $134 million.
The closing is expected to take place during the third quarter of 1997 and
the Company will use the net proceeds to reduce debt.
9
PART II - OTHER INFORMATION
ITEM 4. -- MATTERS SUBMITTED TO A VOTE OF SECURITY HOLDERS
(a) The Annual Meeting of the stockholders of the company was on May 22,
1997.
(b) Not applicable.
(c) At the Annual Meeting, stockholders voted:
(1) To elect directors William Evans and Cinda Hallman to continue in
office as Class I Directors for a three-year term expiring on the
date of the Annual Shareholder's Meeting in the year 2000.
Votes For: Votes Withheld:
---------- ---------------
William Evans 16,638,029 13,586
Cinda Hallman 16,637,829 13,786
(2) To ratify the appointment of Deloitte & Touche as the Company's
independent auditors for the fiscal period ending December 26, 1997.
Votes for: Votes Against: Abstentions:
---------- -------------- ------------
16,643,974 3,398 4,943
(3) To approve the Company's 1997 Long Term Executive Compensation and
Outside Director Stock Option Plan.
Votes for: Votes Against: Abstentions:
---------- -------------- ------------
12,982,746 2,447,459 23,243
(4) To approve the Company's 1997 Employee Stock Purchase Plan.
Votes for: Votes Against: Abstentions:
---------- ------------- ------------
15,149,063 156,580 16,282
(5) To approve the Company's Incentive Plan for 162(m) Executives
Votes for: Votes Against: Abstentions:
---------- ------------- ------------
16,491,871 136,710 22,634
(d) Not applicable
10
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
EXHIBIT
NUMBER EXHIBIT NAME
------- -------------
3.1 Restated Certificate of Incorporation of the registrant,
as amended September 12, 1996, filed as Exhibit 3.1 to the
registrant's Form 10-Q for the quarter ending September 27,
1996, is incorporated herein by reference.
3.2 By-Laws of registrant, as amended, filed as Exhibit 3.2 to
the registrant's Form 10-Q for the quarter ending
September 27, 1996, are incorporated herein by reference.
4.1 Form of Stock Certificate, filed as Exhibit 4.3 to the
registrant's Form 10-K for the fiscal year ended December
27, 1996, is incorporated herein by reference.
4.2 Rights Agreement dated as of March 17, 1994, between the
registrant and Boatmen's Trust Company, filed as Exhibit
1.1 to the registrant's Form 8-A filed April 11, 1994, is
incorporated herein by reference
4.3 Certificate of Designation, Preferences and Rights filed
with the Secretary of State of the State of Delaware,
filed as Exhibit 2.1 to the registrant's Form 8-A filed
April 11, 1994, is incorporated herein by reference.
4.4 Amendment No. 1 to Rights Agreement dated June 26, 1996
between the registrant, Boatmen's Trust Company, and
ChaseMellon Shareholder Services L.L.C., filed as Exhibit
4.1(A) to the registrant's Form 10-Q for the quarter ended
September 27, 1996 is incorporated herein by reference
4.5 Amendment No. 2 to Rights Agreement dated June 26, 1996
between the registrant and ChaseMellon Shareholder
Services L.L.C., filed as Exhibit 4.1(B) to the
registrant's Form 10-Q for the quarter ended March 28,
1997, is incorporated herein by reference
11
4.6 Articles Fourth, Fifth, Seventh, Eighth and Tenth of the
Restated Certificate of Incorporation of the registrant,
as amended September 12, 1996, filed as part of Exhibit
4.4 to the registrant's Form 10-K for the fiscal year
ended December 27, 1996, are incorporated herein by
reference.
4.7 Sections Four through Twelve and Thirty-Five through
Forty-One of the Bylaws of the registrant, as amended,
filed as part of Exhibit 4.2 to registrant's Form S-3
filed September 16, 1996, are incorporated herein by
reference.
10.1 1993 Long Term Executive Compensation Plan, as amended,
filed as Exhibit A to the registrant's Proxy Statement
dated March 28, 1996, is incorporated herein by reference.
10.2 1993 Stock Option Plan for Outside Directors, as amended,
filed as Exhibit B to the registrant's Proxy Statement
dated March 28, 1996, is incorporated herein by reference.
10.3 1994 Stock Option Plan for Franchisees, Licensees and
Agents, as amended, filed as Exhibit 10.4A to the
registrant's Form S-3, filed on July 12, 1995, is
incorporated herein by reference.
10.4 Tax Sharing Agreement dated October 1993, by and between
H&R Block, Inc. and Interim Services Inc. filed as Exhibit
10.5 to the registrant's Form S-1 filed on November 5,
1993, is incorporated herein by reference.
10.5 Indemnification Agreement dated January 1, 1994, by and
between Interim Services Inc. and H&R Block, Inc., filed
as Exhibit 10.8 to the registrant's Form S-1 filed on
November 5, 1993, is incorporated herein by reference.
10.6 Franchise/License Agreement dated July 12, 1993, by and
between Interim Services Inc. and Keco Health Care, Inc.,
filed as Exhibit 10.9 to the registrant's Form S-1 filed
on January 12, 1994, is incorporated herein by reference.
12
10.7 Employment Agreement dated as of May 1, 1994, by and
between Interim Services Inc. and Raymond Marcy, filed as
Exhibit 10(l) to the registrant's Form 10-K for the fiscal
year ended December 30, 1994, is incorporated herein by
reference.
10.8 Employment, Confidentiality, and Noncompetition Agreement
by and between Interim Services Inc. and Allan C.
Sorensen, filed as Exhibit 10(m) to the registrant's Form
10-K for the fiscal year ended December 30, 1994, is
incorporated herein by reference.
10.9 Amendment No. 2 dated November 28, 1995 to Amended and
Restated Revolving Credit Agreement of Interim Services
Inc. dated as of June 2, 1995, filed as Exhibit 10.2 to
the registrant's Form 8-K filed on December 15, 1995, is
incorporated herein by reference.
10.10 Second Amended and Restated Credit Agreement of Interim
Services Inc. dated as of January 15, 1997, filed as
Exhibit 10.3 to the registrant's Form 10-Q for the quarter
ending March 28, 1997, is incorporated herein by reference
10.11 Credit Agreement between Interim Services Inc. and
NationsBank dated as of May 1, 1997, filed as Exhibit
10.11 to the registrant's Form 10-Q for the quarter ending
March 28, 1997, is incorporated herein by reference
*10.12 Recommended Cash Offer dated March 14, 1997, by J.P.
Morgan on behalf of Interim Services (UK) PLC a
wholly-owned subsidiary of Interim Services Inc. for
Michael Page Group PLC is filed herewith as Exhibit 10.12
10.13 Interim Services Inc. 1997 Long Term Executive
Compensation and Outside Directors Stock Option Plan,
filed as Exhibit I to the registrant's Proxy Statement
dated April 10, 1997, is incorporated herein by reference.
10.14 Interim Services Inc. Incentive Plan for 162(m)
Executives, filed as Exhibit III to the registrant's Proxy
Statement dated April 10, 1997, is incorporated herein by
reference
13
*11 Statement re: Computation of Per Share Earnings is filed
herewith as Exhibit 11 at page 14 .
23.1 Consent of Arthur Andersen, filed as Exhibit 23.1 to the
registrant's Form 8-K/A filed on May 9, 1997, is
incorporated herein by reference.
*27 Financial Data Schedule is filed herewith as Exhibit 27.
- ---------------------------------
*Filed as an Exhibit to this Form
(b) Reports on Form 8-K
During the period covered by this report, the company filed a Report on Form
8-K dated May 5, 1997 and received by the SEC on May 5, 1997. The Report was
filed under Item 2 of Form 8-K.
The Company subsequently filed an amended report on Form 8-K/A dated May 9,
1997 and received by the SEC on May 9, 1997. The amendment was filed under
Items 2 and 7 of Form 8-K.
14
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of l934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
INTERIM SERVICES INC.
---------------------------
(Registrant)
DATE 08/11/ 97 BY /s/ Roy G. Krause
--------------------------
Roy G. Krause
Executive Vice President
and Chief Financial Officer
DATE 08/11/ 97
BY /s/ Paul Haggard
----------------------
Paul Haggard
Financial Officer
15