SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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 for the fiscal year ended December 31, 1998
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:
MODIS PROFESSIONAL SERVICES, INC.
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:
MODIS PROFESSIONAL SERVICES, INC.
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. Statements of Net Assets Available for Benefits as of December 31, 1998
and 1997.
2. Statement of Changes in Net Assets Available for Benefits for the Year
Ended December 31, 1998.
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 29th day of June 1999.
MODIS PROFESSIONAL SERVICES, INC.
RETIREMENT SAVINGS PLAN
By: MODIS PROFESSIONAL SERVICES, INC.
(Plan Administrator)
By: /s/ Robert P. Crouch
--------------------
Robert P. Crouch, Vice President & Chief Accounting Officer
-1-
MODIS PROFESSIONAL SERVICES, INC.
RETIREMENT SAVINGS PLAN
REPORT ON AUDITS OF FINANCIAL STATEMENTS
AND SUPPLEMENTAL SCHEDULES
FOR THE YEARS ENDED DECEMBER 31, 1998 and 1997
TABLE OF CONTENTS
Report of Independent Accountants 3
Financial Statements:
Statements of Net Assets Available for Benefits With Fund Information as
of December 31, 1998 and 1997 4
Statement of Changes in Net Assets Available for Benefits With Fund
Information for the year ended December 31, 1998 5
Notes to Financial Statements 6
Supplemental Schedules:
Item 27a-Schedule of Assets Held for Investment Purposes 10
Item 27b-Schedule of Loans or Fixed Income Obligations 11
Item 27c-Schedule of Leases in Default or Classified as Uncollectible 12
Item 27d-Schedule of Reportable Transactions 13
Item 27e-Schedule of Nonexempt Transactions 14
Item 27f-Schedule of Nonexempt Transactions 15
-2-
Report of Independent Accountants
To the Participants and Administrator
of Modis Professional Services, Inc. Retirement Savings Plan
In our opinion, the accompanying statements of net assets available for benefits
with fund information and the related statement of changes in net assets
available for benefits with fund information present fairly, in all material
respects, the net assets available for benefits of the Modis Professional
Services, Inc. (the Company) 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, in conformity with generally accepted accounting
principles. These financial statements are the responsibility of the Company'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 performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of Modis
Professional Services, Inc. Retirement Savings Plan 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
Jacksonville, Florida
June 11, 1999
-3-
Modis Professional Services, Inc. Retirement Savings Plan
Statements of Net Assets Available for Benefits With Fund Information
as of December 31, 1998 and 1997
Net Assets as of December 31, 1998
-----------------------------------------------------------------------------------------------
Investments, at fair value Receivables
--------------------------------------- ---------------------------------------
Net
Mutual Transfers Assets
Money Fund Participant From Available
Participant Market Pooled Notes Participants' Employer's Accrued Merged for
Directed Funds Accounts Receivable Contribution Contribution Income Plans Benefits
----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------
Strong Money
Market Fund $ 7,551,894 $ - $ - $ - $ - $ - $ - $ 7,551,894
Strong Mutual Fund
Pooled Accounts:
Government Securities - 5,940,232 - - - - - 5,940,232
Asset Allocation - 2,417,199 - - - - - 2,417,199
Common Stock - 11,112,930 - - - - - 11,112,930
Growth - 9,698,290 - - - - - 9,698,290
Growth and Income - 334 - - - - - 334
Index 500 - 7,451,853 - - - - - 7,451,853
International Stock - 1,712,752 - - - - - 1,712,752
Schafer Value - 10,003,355 - - - - - 10,003,355
Modis Stock Pool - 1,471,234 - - - - - 1,471,234
Participant Notes - - 614,663 - - - - 614,663
Other - - - 739,559 855,192 1,927 9,436,990 11,033,668
----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------
Total $ 7,551,894 $49,808,179 $ 614,663 $ 739,559 $ 855,192 $ 1,927 $ 9,436,990 $69,008,404
Net Assets as of December 31, 1997
---------------------------------------------------------------------------
Investments, at fair value Receivables
------------------------------------------- -----------
Net
Mutual Transfers Assets
Money Fund Participant From Available
Participant Market Pooled Notes Participants' Merged for
Directed Funds Accounts Receivable Contribution Plans Benefits
----------- ----------- ----------- ----------- ----------- -----------
Strong Money
Market Fund $ 3,737,583 $ - $ - $ - $ - $ 3,737,583
Strong Mutual Fund
Pooled Accounts:
Government Securities - 578,055 - - - 578,055
Asset Allocation - 249,606 - - - 249,606
Common Stock - 1,485,448 - - - 1,485,448
Growth - 1,542,294 - - - 1,542,294
Index 500 - 10,383 - - - 10,383
International Stock - 342,000 - - - 342,000
Schafer Value - 1,293,034 - - - 1,293,034
Modis Stock Pool - 220,344 - - - 220,344
Participant Notes - - 58,490 - - 58,490
Other - - - 347,760 16,162,700 16,510,460
----------- ----------- ----------- ----------- ----------- -----------
Total $ 3,737,583 $ 5,721,164 $ 58,490 $ 347,760 $16,162,700 $26,027,697
The accompanying notes are an integral part of these financial statements.
-4-
Modis Professional Services, Inc. Retirement Savings Plan
Statement of Changes in Net Assets Available for Benefits With Fund Information
for the year ended December 31, 1998
Additions to Net Assets Attributed to:
-----------------------------------------------------------------------------------------------
Investments Contributions
----------- ---------------------------------------
Net
Appreciation
(Depreciation)
Participant in Fair Value Participants' Total
Directed of Investments Interest Dividends Other Participants' Rollovers Employer's Additions
----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------
Strong Money
Market Fund $ - $ 7,537 $ 562,884 $ 2,475 $ 1,692,255 $ 248,348 $ 183,418 $ 2,696,917
Strong Mutual Fund
Pooled Accounts:
Government Securities (40,387) 2 310,542 - 2,202,610 169,814 595,051 3,237,632
Asset Allocation 226,550 - 40,691 2 876,727 72,868 231,288 1,448,126
Common Stock (381,725) 124 619,476 - 4,936,800 206,985 1,260,248 6,641,908
Growth 1,521,413 147 240 - 3,518,161 192,314 930,774 6,163,049
Growth and Income - - - - 286 - 48 334
Index 500 789,317 82 44,664 16 2,633,718 120,927 671,268 4,259,992
International Stock (190,112) - 22,640 - 844,913 19,968 214,966 912,375
Schafer Value (930,972) 53 60,788 - 4,773,140 209,797 1,222,630 5,335,436
Modis Stock Pool (602,772) 142 - - 892,483 55,066 238,877 583,796
Participant Notes - 28,685 - - - - - 28,685
Other (26,455) 1,927 - - 739,559 - 855,192 1,570,223
----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------
Total $ 364,857 $ 38,699 $ 1,661,925 $ 2,493 $23,110,652 $ 1,296,087 $ 6,403,760 $32,878,473
Deductions from Net Assets Attributed to:
-------------------------------------------------------------------------------
Participant Directed Benefits Paid to Participants Other Total Deductions
----------------------------- ----------- ------------------
Strong Money
Market Fund $ 2,690,205 $ - $ 2,690,205
Strong Mutual Fund
Pooled Accounts:
Government Securities 312,262 77 312,339
Asset Allocation 153,251 - 153,251
Common Stock 819,939 397 820,336
Growth 550,157 468 550,625
Growth and Income - - -
Index 500 209,272 - 209,272
International Stock 149,473 34 149,507
Schafer Value 601,479 80 601,559
Modis Stock Pool 147,938 38 147,976
Participant Notes 25,423 - 25,423
Other - - -
----------------------------- ----------- ------------------
Total $ 5,659,399 $ 1,094 $ 5,660,493
Transfers Net Assets Available
Transfers Transfers (to) from for Benefits
from from Randstad Net -------------------------
Participant Interfund Merged other Modis Employee Increase Beginning End
Directed Transfers Plans Plans Savings Plan (Decrease) of Year of Year
----------- ----------- ----------- ----------- ----------- ----------- -----------
Strong Money
Market Fund $ (2,811,300) $ 7,996,274 $ 1,523 $ (1,378,898) $ 3,814,311 $ 3,737,583 $ 7,551,894
Strong Mutual Fund
Pooled Accounts:
Government Securities 2,446,465 - 1,198 (10,779) 5,362,177 578,055 5,940,232
Asset Allocation 940,859 - - (68,141) 2,167,593 249,606 2,417,199
Common Stock 3,927,584 - 2,513 (124,187) 9,627,482 1,485,448 11,112,930
Growth 2,513,869 - 1,468 28,235 8,155,996 1,542,294 9,698,290
Growth and Income - - - - 334 - 334
Index 500 3,406,368 - - (15,618) 7,441,470 10,383 7,451,853
International Stock 625,057 - - (17,173) 1,370,752 342,000 1,712,752
Schafer Value 4,112,994 - 1,715 (138,265) 8,710,321 1,293,034 10,003,355
Modis Stock Pool 829,445 - - (14,375) 1,250,890 220,344 1,471,234
Participant Notes 492,664 54,141 - 6,106 556,173 58,490 614,663
Other (16,484,005) 9,436,990 - - (5,476,792) 16,510,460 11,033,668
----------- ----------- ----------- ----------- ----------- ----------- -----------
Total $ - $ 17,487,405 $ 8,417 $ (1,733,095) $ 42,980,707 $ 26,027,697 $ 69,008,404
The accompanying notes are an integral part of these financial statements.
-5-
Modis Professional Services, Inc. Retirement Savings Plan
Notes to Financial Statements
1. Description of Plan:
The following description of the Modis Professional Services, Inc. (the Company)
Retirement Savings Plan (the Plan), formerly AccuStaff Incorporated Retirement
Savings 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, which was adopted July 1, 1997, is a defined contribution
plan covering professional employees of Modis Professional Services, Inc. who
are age 21 or older and have completed at least 375 hours of service during any
90 consecutive day period 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 equal to a uniform percentage of the amount of the salary elected to be
deferred. 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 ($10,000 for the plan year ended
December 31, 1998).
Investment Options - 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:
Strong Money Market - This Fund seeks current income, a stable share
price and daily liquidity. The Fund invests in corporate, bank and
government instruments that present minimal credit risk.
Strong Government Securities - 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.
Strong Asset Allocation - 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.
Strong Common Stock - 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.
Strong Growth - This Fund seeks capital growth. It invests primarily
in securities that the advisor believes have above-average growth
prospects.
Strong Growth and Income - This Fund seeks high total return by
investing for capital growth and income. The Fund invests primarily in
companies that pay current dividends and offer potential growth of
earnings.
Strong Index 500 - 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.
Strong International Stock - This Fund seeks capital growth. It
invests primarily in the equities securities of issuers located
outside the United States.
Strong Schafer Value - 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.
Modis Stock Pool - This Fund was created specifically for Modis
employees. The fund purchases 95% of its value in Modis Stock. Five
percent is held in the Strong Money Market Fund. The combined value is
unitized. The participant then invests in these units.
-6-
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. In 1998, employer contributions
were reduced by approximately $244,000 from forfeited nonvested accounts.
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.
Participant Notes Receivable - Participants may receive loans from the Plan
within limits established by rules under the Internal Revenue Code. All loans
must be collateralized. A participant may use up to one-half of his or her
non-forfeitable account balance under the Plan to collateralize 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.
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. The Modis Stock Pool is 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 the 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.
-7-
3. Investments:
Investments which exceeded 5% of the Plan's net assets at December 31, 1998 and
1997 are summarized as follows:
Investments at Fair Value as Determined by Quoted Market Prices:
1998 1997
------------ ------------
Strong Money Market Fund $ 7,551,894 $ 3,737,583
Strong Mutual Funds Pooled accounts:
Government Securities 5,940,232 -
Common Stock 11,112,930 1,485,448
Growth 9,698,290 1,542,294
Index 500 7,451,853 -
Schafer Value 10,003,355 -
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 subject to the provisions of ERISA. In the event of plan
termination, participants will become fully vested in their accounts.
5. Tax Status:
The Internal Revenue Service has determined and informed the Company by letter
dated August 20, 1998 that the Plan and related trust are designed in accordance
with applicable sections of the Internal Revenue Code (IRC). The Plan has been
amended since receiving the 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
accounts with what it believes to be high quality financial institutions.
7. Related Party Transactions:
Certain Plan expenses for accounting, legal and administrative services were
paid for by the Company. These expenses were approximately $138,000 and $46,000
in 1998 and 1997, respectively.
Employees can elect to allocate their contributions to the purchase of Modis
Company stock units, via the Modis Stock Pool Fund.
8. Merger of Subsidiary Plans:
During 1998, the Plan was amended to include the defined contribution plans of
ten subsidiaries which were merged into the Plan. The following table details
the subsidiary, merger date and amounts of assets transferred into the Modis
plan, exclusive of $54,141 of participants' loans.
-8-
Subsidiary Date Amount
- - --------------------------------------------------------------------------------------------------------------
Lenco Computer Consulting 401(k) Profit Sharing Plan May 31, 1998 $ 59,451
Technology Software Solutions, Inc. 401(k) Retirement Plan May 31, 1998 51,492
Technology Services Corporation 401(k) Profit Sharing Plan May 31, 1998 1,053,343
Staffware, Inc. Retirement Savings Plan June 30, 1998 2,194,493
Wasser, Inc. 401(k) Plan June 30, 1998 1,126,794
Firstaff, Inc. 401(k) and Profit Sharing Plan July 2, 1998 1,729,984
Consultants in Computer Software, Inc. 401(k) Savings Plan July 31, 1998 510,107
Computer Systems Development, Inc. 401(k) Plan September 30, 1998 376,000
Contact Recruiters, Inc. 401(k) September 30, 1998 605,905
Executive's Monitor, Inc. Profit Sharing and 401(k) Plan September 30, 1998 288,705
---------------
$ 7,996,274
===============
In addition, the plans of three other subsidiaries with assets totaling
$9,436,990 were merged into the Plan effective December 31, 1998. The assets for
these plans are reflected in the statement of net assets available for benefits
and in the statement of changes in net assets available for benefits as
transfers from merged plans.
9. Subsequent Events:
Five subsidiary 401(k) plans are scheduled to convert into the Plan before
December 31, 1999.
-9-
Supplemental Schedules
Modis Professional Services, Inc. Retirement Savings Plan
Item 27a - Schedule of Assets Held for Investment Purposes
as of December 31, 1998
Net
Appreciation
Fair (Depreciation)
Cost Value in Fair Value
------------ ------------ ------------
Strong Money
Market Fund $ 7,551,894 $ 7,551,894 $ -
Strong Mutual Fund
Pooled Accounts:
Government Securities 5,985,960 5,940,232 (45,728)
Asset Allocation 2,216,389 2,417,199 200,810
Common Stock 11,594,385 11,112,930 (481,455)
Growth 8,403,676 9,698,290 1,294,614
Growth and Income 334 334 -
Index 500 6,673,157 7,451,853 778,696
International Stock 1,912,523 1,712,752 (199,771)
Schafer Value 10,763,166 10,003,355 (759,811)
Modis Stock Pool 2,084,013 1,471,234 (612,779)
------------- ------------ ------------
57,185,497 57,360,073 174,576
Participant notes receivable with interest
rates ranging from 2.13% to 10.5% 614,663 614,663 -
------------- ------------ ------------
Total investments $ 57,800,160 $ 57,974,736 $ 174,576
============= ============ ============
-10-
Modis Professional Services, Inc. Retirement Savings Plan
Item 27b - Schedule of Loans or Fixed Income Obligations
as of December 31, 1998
The Plan had no items as described under Item 27b as of December 31, 1998.
-11-
Modis Professional Services, Inc. Retirement Savings Plan
Item 27c - Schedule of Leases in Default or Classified as Uncollectible
as of December 31, 1998
The Plan had no items as described under Item 27c as of December 31, 1998.
-12-
Modis Professional Services, Inc. Retirement Savings Plan
Item 27d - Schedule of Reportable Transactions
for the year ended December 31, 1998
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 1998 Plan year.
Number Number Realized
of of Gains
Purchases Transactions Sales Transactions (Losses)
------------ ------------ ------------ ------------ ------------
Strong Money
Market Fund $ 28,819,913 507 $ 25,005,602 508 $ -
Strong Mutual Fund
Pooled Accounts:
Government Securities 6,284,648 358 882,084 469 9,561
Asset Allocation 2,392,044 301 451,001 317 3,328
Common Stock 12,242,050 349 2,232,843 538 (136,107)
Growth 8,092,316 365 1,457,733 486 (53,129)
Index 500 7,394,815 375 742,662 356 9,882
International Stock 1,896,050 275 335,186 368 (41,356)
Schafer Value 11,697,999 346 2,056,706 508 (208,365)
Modis Stock Pool 2,188,400 290 334,738 354 (54,111)
-13-
Modis Professional Services, Inc. Retirement Savings Plan
Item 27e - Schedule of Nonexempt Transactions
for the year ended December 31, 1998
The Plan executed no transactions as described under Item 27e for the year ended
December 31, 1998.
-14-
Modis Professional Services, Inc. Retirement Savings Plan
Item 27f - Schedule of Nonexempt Transactions
for the year ended December 31, 1998
Identity of Description of Earnings lost from
Party Involved Relationship Transactions late contributions
- - ----------------------------- ----------------------- ------------------------------ --------------------------
Modis Professional Plan Sponsor Employer segregrated $8,508
Services, Inc. employee contributions
after the 15th business
day following the end of
the month in which amounts
were withheld from
employee wages. Subsequent
to year end, the employer
has funded all earnings
lost from late
contributions to the
respective employees.
-15-