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Filed pursuant to Rule 424(b)(4)
Registration No. 333-26027

PROSPECTUS

2,000,000 SHARES

[LAI (TM) LOGO]
LAMALIE ASSOCIATES, INC.

COMMON STOCK

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All 2,000,000 shares of Common Stock offered hereby are being sold by
Lamalie Associates, Inc. ("LAI" or the "Company"). Prior to the Offering, there
has been no public market for the Common Stock. See "Underwriting" for
information relating to the determination of the initial public offering price.

The Common Stock has been approved for listing on the Nasdaq National
Market under the symbol "LAIX."

PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER THE INFORMATION DISCUSSED
UNDER THE CAPTION "RISK FACTORS" AT PAGE 6.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

=============================================================================================================
PRICE TO UNDERWRITING PROCEEDS TO
PUBLIC DISCOUNT(1) COMPANY(2)
- -------------------------------------------------------------------------------------------------------------

Per Share......................... $12.00 $0.84 $11.16
- -------------------------------------------------------------------------------------------------------------
Total(3)(4)....................... $24,000,000 $1,680,000 $22,320,000
=============================================================================================================

(1) The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended. See "Underwriting."
(2) Before deducting estimated expenses of $700,000 payable by the Company.
(3) The Company has granted to the Underwriters a 30-day option to purchase up
to 300,000 additional shares of Common Stock, on the same terms and
conditions as set forth above, to cover over-allotments, if any. If this
option is exercised in full, the total Price to Public, Underwriting
Discount and Proceeds to Company will be $27,600,000, $1,932,000 and
$25,668,000, respectively. See "Underwriting."
(4) Includes approximately 70,000 shares of Common Stock which, at the request
of the Company, have been reserved for sale at the Price to Public to the
trustees of the Company's profit sharing plan at the election and for the
accounts of participants in such plan. See "Underwriting."

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The shares of Common Stock are offered by the Underwriters, subject to
prior sale, when, as and if delivered to and accepted by the Underwriters and
subject to their right to reject orders in whole or in part. It is expected that
delivery of the certificates representing shares of Common Stock will be made on
or about July 8, 1997 through The Depository Trust Company or at the offices of
Robert W. Baird & Co. Incorporated, Milwaukee, Wisconsin.

ROBERT W. BAIRD & CO. WILLIAM BLAIR & COMPANY
INCORPORATED

THE DATE OF THIS PROSPECTUS IS JULY 1, 1997.
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[A collage of six photographs, consisting of a photograph of a board of
directors meeting surrounded by five photographs representative of the Company's
target practice groups, described as, clockwise beginning with the top
photograph, an automotive assembly plant, labeled "Industrial," a close-up of a
pharmaceutical capsule, labeled "Health Care," a close-up of currency, labeled
"Financial Services," a shopping mall, labeled "Consumer," and a close-up of an
electronic circuit board, labeled "Technology." The following text will appear
printed to the upper left of the collage of photographs:]

LAI IS A KNOWLEDGE-BASED FIRM committed to providing comprehensive
consulting services aimed specifically at fulfilling our clients' leadership
needs. Our firm has been built on the collective experience of our consultants
and their ability to understand the dynamic changes taking place in industry
today.

[The following text will appear printed over the center of the collage of
photographs:]

WE ARE A KNOWLEDGE-BASED FIRM.

[LAI LOGO]

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PROSPECTUS SUMMARY

The following summary is qualified in its entirety by the more detailed
information and Financial Statements and Notes thereto appearing elsewhere in
this Prospectus. Unless otherwise indicated, all information presented in this
Prospectus reflects the reincorporation of the Company on June 3, 1997 from a
Delaware corporation to a Florida corporation and a 1,000 for one stock split of
the Common Stock effected in connection with the reincorporation and assumes
that the Underwriters' over-allotment option will not be exercised. All
references in this Prospectus to fiscal years are to LAI's fiscal years ended on
the last day of February each year (e.g., fiscal 1997 refers to LAI's fiscal
year ended February 28, 1997).

THE COMPANY

LAI is one of the fastest growing executive search firms and is the fifth
largest search firm in the United States, principally serving Fortune 500 and
large private companies. LAI, which conducts business under the name "Lamalie
Amrop International," fulfills its clients' leadership needs by identifying,
evaluating, assessing and recommending qualified candidates for senior level
positions. The Company provides executive search services exclusively on a
retained basis, and charges a fee typically equal to one-third of the first year
cash compensation for the position being filled. The average first year cash
compensation of positions for which LAI conducted searches in fiscal 1997 was
approximately $226,000. LAI provides its clients with global search fulfillment
capabilities as a member of Amrop International, an alliance of 34 independently
owned executive search firms with 81 offices in 47 countries.

North American executive search industry revenue has grown at an 11%
compound annual growth rate from approximately $1.6 billion in 1985 to
approximately $4.4 billion in 1995. The industry is expected to continue to grow
at an 11% annual rate with revenue projected to reach $7.4 billion by the year
2000. LAI believes that a number of favorable trends have caused and will
continue to cause the executive search industry to experience significant
growth, including: (i) a greater demand for managers with broad leadership
capabilities, (ii) the rapid growth in outsourcing non-core activities, (iii) an
increase in executive turnover and (iv) an increase in executive compensation
levels. The executive search industry is highly fragmented, consisting of
approximately 3,470 U.S. based firms, of which approximately 1,320 are retained
and approximately 2,150 are contingency search firms. Retained search firms
generally are compensated for an assignment whether or not they are successful
in placing a recommended candidate, while contingency search firms are not
compensated for an assignment unless they place a recommended candidate.

LAI's objective is to be an internationally recognized leader in providing
comprehensive consulting services aimed specifically at solving its clients'
senior leadership needs. LAI has developed a knowledge-based practice primarily
organized around five business sectors: consumer, financial services, health
care, industrial and technology. LAI's clients are among the most prominent
companies in each of these sectors and include PepsiCo, Grand Metropolitan,
Lehman Brothers, Banc One, Bristol-Myers Squibb, Cooper Industries, General
Electric, Compaq and Lucent Technologies. LAI focuses on developing long-term
relationships with clients and has represented the foregoing clients for an
average of 13 years. In fiscal 1997, approximately 60% of LAI's fee revenue was
derived from clients to which LAI had provided services in fiscal 1995 or fiscal
1996.

LAI's knowledge-based practice involves extensive use of research and
technology. Search consultants must understand a client's business practices,
industry, competitors and strategies and be able to readily identify the
universe of available executive candidates. LAI's 62 associates, researchers and
information technology ("IT") professionals support the Company's consultants
by, among other things, gathering and analyzing information obtained from
numerous electronic databases, trade journals and directories, the Internet and
other sources. LAI also maintains a proprietary relational database containing
professional information on more than 69,000 executive candidates. LAI's support
functions are coordinated from its Tampa, Florida office, which the Company
believes was the first U.S. based executive search office to achieve ISO 9002
certification. LAI believes that its industry specialization and technological
capabilities enable it to consistently provide superior research and,
ultimately, deliver higher quality search results to its clients.
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LAI's rapid growth is primarily the result of its ability to attract and
retain some of the most productive executive search consultants in the industry.
The Company attributes its success to its premium reputation and its
performance-based consultant compensation, which the Company believes is among
the highest in the industry as a percentage of fee revenue generated. The
Company has increased its staff from 36 consultants in seven regional offices at
the end of fiscal 1993 to 63 consultants in nine regional offices as of June 30,
1997. LAI believes its status as a public company will provide a further
competitive advantage in attracting and retaining highly qualified consultants.
The Company believes that equity ownership by its consultants fosters a
team-oriented working environment. Common Stock is broadly held among LAI's
consultants and, following the Offering, LAI's current stockholders will own an
aggregate of approximately 60% of the shares outstanding with no consultant
owning more than 4%. The Company also believes that ownership of Common Stock
and its recently adopted stock and incentive plan will align the interests of
its consultants with the purchasers of Common Stock in the Offering. Most of
LAI's consultants had experience in the executive search business prior to
joining LAI, and many previously held senior level positions with the Company's
four larger competitors. LAI's Practice Leaders and Managing Partners have an
average of 15 years experience in the executive search business.

LAI was incorporated as a Delaware corporation in 1987 in connection with a
management buyout of, and as successor to, a business originally founded in
1967. On June 3, 1997, the Company was reincorporated as a Florida corporation.
LAI's headquarters are located at 200 Park Avenue, Suite 3100, New York, NY
10166-0136, and its telephone number is (212) 953-7900.

THE OFFERING

Common Stock offered by the Company... 2,000,000 shares

Common Stock to be outstanding after
the Offering.......................... 5,025,000 shares(1)

Use of Proceeds....................... Repay certain bank debt, make
additional capital expenditures for
technology upgrades and enhancements,
and for working capital and general
corporate purposes, including the
possible opening of additional
offices and selective acquisitions.
See "Use of Proceeds."

Nasdaq National Market symbol......... LAIX
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SUMMARY FINANCIAL DATA
(IN THOUSANDS, EXCEPT PER SHARE AND OTHER DATA)

YEAR ENDED FEBRUARY 28 OR 29,
------------------------------------------------------------------
ACTUAL PRO FORMA
1993 1994 1995 1996 1997 1997(1)
-------- -------- -------- -------- -------- -----------

STATEMENT OF OPERATIONS DATA:
Fee revenue, net.......................... $ 16,403 $ 21,144 $ 28,262 $ 35,088 $ 46,437 $ 46,437
Compensation and benefits................. 14,031 17,725 23,991 30,693 39,928 35,353
General and administrative expenses....... 1,879 2,080 2,333 4,467 6,685 6,685
-------- -------- -------- -------- -------- --------
Operating income (loss)................. 493 1,339 1,938 (72) (176) 4,399
Net interest income (expense)............. 38 14 (6) (40) (376) (376)
-------- -------- -------- -------- -------- --------
Income (loss) before provision for
income taxes.......................... 531 1,353 1,932 (112) (552) 4,023
Provision for income taxes................ 53 97 671 90 15 1,690
-------- -------- -------- -------- -------- --------
Net income (loss)....................... $ 478 $ 1,256 $ 1,261 $ (202) $ (567) $ 2,333
======== ======== ======== ======== ======== ========
Net income (loss) per share............... $ (0.18)
========
Pro forma net income (loss)(2)(3)......... $ 308 $ 785 $ 1,121 $ (202) $ (567) $ 2,333
======== ======== ======== ======== ======== ========
Pro forma net income (loss) per
share(3)................................ $ 0.73
========
Weighted average common shares
outstanding(4).......................... 3,199 3,199
OTHER DATA:
Number of consultants employed as of
fiscal year end......................... 36 38 46 54 62 62
Average fee revenue per consultant
employed during entire fiscal year...... $505,000 $602,000 $689,000 $706,000 $740,000 $740,000
Average cash compensation of positions
filled(5)............................... $165,000 $172,000 $180,000 $196,000 $226,000 $226,000

AS OF
FEBRUARY 28, 1997
----------------------
AS
ACTUAL ADJUSTED(6)
-------- -----------

BALANCE SHEET DATA:
Working capital............................................. $ 617 $ 20,790
Total assets................................................ 25,561 45,448
Total long-term debt........................................ 1,650 203
Total stockholders' equity.................................. 2,627 24,247

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(1) The Pro Forma Statement of Operations Data for the year ended February 28,
1997 has been computed by eliminating from compensation and benefits that
portion of consultant compensation that exceeds the amount which would have
been paid had the Company's revised compensation plan for consultants,
adopted March 1, 1997, been in effect for all of fiscal 1997. A pro forma
adjustment also was made to reflect the increased income tax liability
resulting from the corresponding increase in income before provision for
income taxes, using an estimated effective tax rate of 42%. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations."
(2) For periods prior to November 1, 1994, the Company had elected to be taxed
as an S corporation for federal and certain state income tax purposes. The
pro forma net income (loss) for each period shown reflects a provision for
income taxes as if the Company were a C corporation for all income tax
purposes during such periods, at an assumed effective tax rate of 42%. See
Note 1 to Financial Statements.
(3) Assuming the stock options to be granted immediately after completion of the
Offering had been granted on March 1, 1996, the Company's fiscal 1997 pro
forma net income and pro forma net income per share would have been
$2,034,000 and $0.64, respectively, if the Company used the Statement of
Financial Accounting Standards No. 123 method of measuring compensation. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations -- Recently Issued Accounting Pronouncements."
(4) Weighted average common shares outstanding include 3,065,000 weighted
average shares that were outstanding during fiscal 1997 and 134,000 shares
assumed to be outstanding during fiscal 1997 as a result of the application
of SAB No. 83. See Note 1 to Financial Statements. Prior to the Offering,
LAI had 3,025,000 shares of Common Stock outstanding.
(5) Represents the average first year cash compensation of positions for which
LAI conducted searches during the fiscal year.
(6) Adjusted to give effect to the sale of 2,000,000 shares of Common Stock
offered by the Company hereby and the application of the estimated net
proceeds therefrom. See "Use of Proceeds."
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RISK FACTORS

An investment in the shares of Common Stock offered hereby involves a high
degree of risk. Prospective investors should carefully consider the following
risk factors, as well as the other information in this Prospectus, before
investing in shares of the Common Stock offered hereby. This Prospectus contains
certain forward-looking statements that involve risks and uncertainties. Future
events and the Company's actual results could differ materially from the results
reflected in these forward-looking statements.

DEPENDENCE ON ATTRACTING AND RETAINING QUALIFIED EXECUTIVE SEARCH CONSULTANTS

LAI's success depends upon its ability to attract and retain qualified
executive search consultants who possess the skills and experience necessary to
fulfill its clients' executive search needs. Competition for qualified
consultants is intense. LAI does not require its consultants to sign employment
or noncompetition agreements, and many firms have experienced high consultant
turnover rates. LAI believes it has been able to attract and retain highly
qualified, productive executive search consultants as a result of its premium
reputation and its performance-based consultant compensation, which is among the
highest in the industry as a percentage of fee revenue generated. Consultants
are paid relatively low base salaries but have the potential to earn substantial
performance-based bonuses as a result of generating fee revenue. The substantial
majority of LAI's fee revenue has been and will continue to be utilized to pay
consultant compensation. In contemplation of the Offering and with the approval
of its current stockholders, the Company revised its compensation plan for
consultants effective March 1, 1997 to reduce annual cash compensation. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations -- Pro Forma Results" and "Business -- Professional Staff and
Employees." Any further reduction in LAI's compensation levels or restructuring
of LAI's compensation system, whether as a result of insufficient fee revenue, a
decline in the market price of the Common Stock after the Offering or for any
other reason, could impair LAI's ability to retain existing or attract
additional qualified consultants. Any such occurrence could have a material
adverse effect on LAI's business, financial condition and results of operations.
See "-- Portability of Client Relationships." In addition, there can be no
assurance that LAI will be successful in identifying and hiring consultants with
substantial experience and established client relationships. See
"Business -- Business Strategy" and "Business -- Growth Strategy."

PORTABILITY OF CLIENT RELATIONSHIPS

LAI's success depends upon the ability of its executive search consultants
to develop and maintain strong, long-term relationships with its clients.
Usually, one or two consultants have primary responsibility for a client
relationship. When a consultant leaves one search firm and joins another,
clients that have established relationships with the departing consultant may
move their business to the consultant's new employer. The loss of one or more
clients is more likely to occur if the departing consultant enjoys widespread
name recognition or has developed a reputation as a specialist in executing
searches in a particular industry. Although client portability historically has
not caused significant problems for LAI, the failure to retain its most
productive consultants or maintain the quality of service to which its clients
are accustomed, and the ability of a departing consultant to move business to
his or her new employer, could have a material adverse effect on LAI's business,
financial condition and results of operations. See "-- Dependence on Attracting
and Retaining Qualified Executive Search Consultants," "Business -- Services"
and "Business -- Marketing and Clients."

RESTRICTIONS IMPOSED BY BLOCKING ARRANGEMENTS

Either by agreement with clients or for marketing or client relations
purposes, executive search firms frequently refrain, for a specified period of
time, from recruiting employees of a client, and possibly other entities
affiliated with such client, when conducting searches on behalf of other clients
(a "blocking" arrangement). Blocking arrangements generally remain in effect for
one or two years following completion of an assignment. However, the duration
and scope of the blocking or "off limits" period, including whether it covers
all operations of the client and its affiliates or only certain divisions of a
client, generally are subject to negotiation and may depend on such factors as
the length of the client relationship, the frequency with which the executive
search firm has been engaged to perform executive searches for the client and
the amount of revenue the executive search firm has generated or expects to
generate from the client. Some of LAI's clients are recognized as industry
leaders

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and/or employ a significant number of qualified executives who are potential
recruitment candidates for other companies in that client's industry. LAI's
inability to recruit employees of such a client may make it difficult for LAI to
obtain search assignments from, or to fulfill search assignments for, other
companies in the client's industry while employees of that client are off
limits. As LAI's client base grows, particularly in its targeted business
sectors, blocking arrangements increasingly may impede LAI's growth or its
ability to attract and serve new clients, which could have a material adverse
effect on LAI's business, results of operations and financial condition. See
"Business -- Marketing and Clients."

COMPETITION

The executive search industry is extremely competitive and highly
fragmented. Some of LAI's competitors possess greater resources and greater name
recognition than LAI. There are limited barriers to entry into the executive
search industry and new executive search firms continue to enter the market.
Many executive search firms have a smaller client base than LAI and therefore
may be subject to fewer blocking restraints than LAI. See "-- Restrictions
Imposed by Blocking Arrangements." In addition, a client will sometimes request
a discounted search fee, particularly when the client offers the prospect of
multiple search engagements or in exchange for designating a search firm as the
client's "preferred provider" of search services. Such pricing pressure may
constitute an additional competitive factor and require LAI to execute more
searches, or execute searches more efficiently, in order to remain competitive.
The Company competes for search assignments with the human resources and
recruiting personnel employed by some of its clients and prospective clients.
There can be no assurance that LAI will be able to continue to compete
effectively with existing or potential competitors or that significant clients
or prospective clients of LAI will not decide to perform search services using
in-house personnel. See "Business -- Competition."

RELATIONSHIP WITH INTERNATIONAL ALLIANCE

LAI provides global search services through its membership in Amrop
International, an alliance of independently owned executive search firms with
offices located throughout the world. LAI executes domestic search assignments
referred to LAI by other Amrop members, and refers to other Amrop members
international search assignments for LAI's U.S. based clients. LAI believes its
global search fulfillment capabilities are important in attracting multinational
clients. If LAI's membership in Amrop were to terminate for any reason, LAI's
ability to execute searches outside the United States would be hindered, at
least for the short-term, and LAI's multinational clients and potential clients
could conclude that LAI no longer has the ability to execute searches outside
the United States, either of which could have a material adverse effect on LAI's
business, financial condition and results of operations. Although each Amrop
member has agreed not to recruit employees of certain significant clients of
other Amrop members that are identified on a worldwide blocking list, failure of
an Amrop member for any reason to abide by this blocking agreement with respect
to an LAI client could damage LAI's relationship with that client, which could
have a material adverse effect on LAI's business, results of operations and
financial condition. In addition, all expenses incurred and other obligations of
Amrop are allocated among its members. If member fees are not sufficient, Amrop
may require its members to pay such expenses and obligations by making a capital
call. See "Business -- Services."

IMPLEMENTATION OF ACQUISITION STRATEGY

LAI's ability to grow and remain competitive may depend on its ability to
consummate strategic acquisitions of other executive search firms. Although LAI
frequently evaluates possible acquisitions, there can be no assurance that LAI
will be successful in identifying, competing for, financing and completing such
acquisitions. An acquired business may not achieve desired levels of revenue,
profitability or productivity or otherwise perform as expected. In addition,
growth through acquisition of existing firms involves risks such as diversion of
management's attention, difficulties in the integration of acquired operations,
difficulties in retaining personnel, increased blocking conflicts or liabilities
not known at the time of acquisition, and tax and accounting issues, some or all
of which could have a material adverse effect on LAI's business, results of
operations and financial condition. See "Business -- Growth Strategy."

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RELIANCE ON INFORMATION PROCESSING SYSTEMS

LAI's success depends in large part upon its ability to store, retrieve,
process and manage substantial amounts of information. To achieve its
operational goals and to remain competitive, LAI believes that it must further
computerize its operations, which will require the purchase of equipment and
software and also the development, either internally or through engagement of
third parties, of new proprietary software and systems. See "Use of Proceeds."
LAI's inability to design, develop, implement and utilize, in a cost-effective
manner, improved information processing systems that provide the capabilities
necessary for LAI to compete effectively, or any interruption or loss of LAI's
data or information processing capabilities, for any reason, could have a
material adverse effect on LAI's business, results of operations and financial
condition. See "Business -- Research and Technology."

EMPLOYMENT LIABILITY RISK

Executive search firms are exposed to potential claims with respect to the
executive search process. A client could assert a claim for such matters as
breach of a blocking arrangement or recommending a candidate who subsequently
proves to be unsuitable for the position filled. In addition, a candidate could
assert an action against LAI for failure to maintain the confidentiality of the
candidate's employment search or for alleged discrimination or other violations
of employment law by a client of LAI. The Company maintains professional
liability insurance in such amounts and with such coverages and deductibles as
management believes are adequate. There can be no assurance, however, that the
Company's insurance will cover all such claims or that its insurance coverage
will continue to be available at economically feasible rates. See
"Business -- Insurance."

VOTING CONTROL BY CURRENT STOCKHOLDERS

Immediately following completion of the Offering, the current stockholders
of LAI will be the beneficial owners of 3,025,000 shares of Common Stock, not
including any shares that the current stockholders may purchase in the Offering,
representing approximately 60% of the then issued and outstanding shares of
Common Stock. Immediately after the Offering, such stockholders will continue to
have sufficient voting power to elect the entire Board of Directors of LAI and,
in general, to determine (without the consent of LAI's other stockholders) the
outcome of any corporate transaction or other matter submitted to the
stockholders for approval, including mergers, consolidations and the sale of all
or substantially all of LAI's assets, and also the power to prevent or cause a
change in control of LAI. See "Management" and "Principal Stockholders."

MANAGEMENT DISCRETION CONCERNING USE OF PROCEEDS

Most of the net proceeds of the Offering have not been designated for
specific uses, and management will have substantial discretion in using the
proceeds of the Offering. See "Use of Proceeds."

ANTI-TAKEOVER PROVISIONS; POSSIBLE ISSUANCE OF PREFERRED STOCK

LAI's Articles of Incorporation and Bylaws and applicable law contain
provisions that could have the effect of inhibiting a non-negotiated merger or
other business combination. In particular, LAI's Articles of Incorporation
provides for a staggered Board of Directors and permits the removal of directors
for cause only. In addition, LAI's Articles of Incorporation authorizes its
Board of Directors to issue shares of preferred stock, and fix the rights and
preferences thereof, without a vote of its stockholders. Although no shares of
preferred stock currently are outstanding, and the Company has no present plans
to issue any shares of preferred stock, the rights of the holders of Common
Stock will be subject to, and may be adversely affected by, the rights of
holders of any preferred stock that may be issued in the future. Certain of
these provisions may have anti-takeover effects and may delay, deter or prevent
a change in control of LAI that stockholders might otherwise consider in their
best interests. Moreover, the existence of these provisions may depress the
market price of the Common Stock. See "Description of Capital Stock."

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NO PRIOR MARKET FOR COMMON STOCK; POSSIBLE VOLATILITY OF STOCK PRICE

Prior to the Offering, there has been no public market for the Common
Stock, and there can be no assurance that an active market will develop or be
sustained after the completion of the Offering. Consequently, the initial public
offering price of the Common Stock was determined by negotiations among LAI and
the Underwriters. See "Underwriting" for a description of the factors considered
in determining the initial public offering price.

The market price of the Common Stock may be significantly affected by, and
could be subject to significant fluctuations in response to, such factors as
LAI's operating results, changes in any earnings estimates publicly announced by
LAI or by securities analysts, announcements of significant business
developments by LAI or its competitors, other developments affecting LAI, its
clients, or its competitors, and various factors affecting the executive search
industry, the financial markets or the economy in general, some of which may be
unrelated to LAI's performance. In addition, the stock market has experienced a
high level of price and volume volatility, and market prices for the stock of
many companies, especially companies that have recently completed initial public
offerings, have experienced wide price fluctuations not necessarily related to
the operating performance of such companies. Because the number of shares of
Common Stock offered hereby is small relative to the number of publicly traded
shares of many other companies, and because all existing LAI stockholders have
agreed not to sell, contract to sell or otherwise dispose of any shares of
Common Stock currently owned by them for two years after the Offering, the
market price of Common Stock may be more susceptible to fluctuation.

ABSENCE OF DIVIDENDS

LAI does not anticipate paying cash dividends on its Common Stock at any
time in the foreseeable future. See "Dividend Policy."

DILUTION

Investors in the Offering will experience immediate and substantial
dilution in net tangible book value per share of Common Stock. In addition, any
future issuance of shares of Common Stock or preferred stock or the grant of
stock options to purchase Common Stock could cause further dilution. See
"Dilution."

SHARES ELIGIBLE FOR FUTURE SALE

A substantial number of shares of Common Stock already outstanding, or
issuable on exercise of stock options to be granted under LAI's 1997 Omnibus
Stock and Incentive Plan (the "Omnibus Plan") and Non-Employee Directors' Stock
Plan (the "Directors' Stock Plan"), are or will be eligible for future sale in
the public market at prescribed times pursuant to Rule 144 or Rule 701 under the
Securities Act of 1933, as amended (the "Securities Act"). Sales of such shares
in the public market, or the perception that such sales may occur, could
adversely affect the market price of the Common Stock or impair LAI's ability to
raise additional capital in the future through the sale of equity securities.
Upon completion of the Offering, there will be outstanding 5,025,000 shares of
Common Stock and stock options to purchase an additional 504,000 shares. Of
these shares, the 2,000,000 shares of Common Stock sold in the Offering
(2,300,000 shares if the Underwriters' over-allotment option is exercised in
full) will be freely tradeable by persons other than "affiliates" of LAI,
without restriction under the Securities Act. The remaining 3,025,000 shares of
Common Stock will be "restricted" securities within the meaning of Rule 144
under the Securities Act and may not be sold in the absence of registration
under the Securities Act unless an exemption from registration is available,
including the exemptions contained in Rule 144. All current stockholders of LAI,
however, have agreed not to sell, contract to sell or otherwise dispose of any
shares of the Common Stock currently owned by them for a period of two years
after the date of this Prospectus without the prior written consent of Robert W.
Baird & Co. Incorporated. Additionally, the Company has agreed, for a period of
180 days after the date of this Prospectus, not to sell, contract to sell or
otherwise dispose of any shares of Common Stock without the prior written
consent of Robert W. Baird & Co. Incorporated, other than shares of Common Stock
issued in the Offering, under its 1997 Employee Stock Purchase Plan, or upon
exercise of stock options granted pursuant to the Omnibus Plan or the Directors'
Stock Plan. See "Management -- Incentive and Benefit Plans," "Shares Eligible
for Future Sale" and "Underwriting."

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USE OF PROCEEDS

The net proceeds to LAI from the sale of the 2,000,000 shares of Common
Stock offered hereby, after deducting the underwriting discount and estimated
offering expenses, are estimated to be approximately $21.6 million ($25.0
million if the Underwriters' over-allotment option is exercised in full). LAI
intends to use approximately $3.9 million of the net proceeds to repay
indebtedness of the Company that will be outstanding as of the completion of the
Offering, and approximately $3.0 million for computer hardware and software
purchases, upgrades and enhancements. The balance of the net proceeds of the
Offering will be used for working capital and general corporate purposes,
including establishing new or expanding existing offices and, if suitable
candidates for acquisition are identified, making selective acquisitions.
Pending such uses, LAI intends to invest the net proceeds from the Offering in
short-term, investment grade securities, certificates of deposit, or direct
guaranteed obligations of the United States government.

The indebtedness to be repaid with proceeds of the Offering includes the
amounts to be outstanding under the Company's term loan and its line of credit.
The term loan bears interest at the lender's prime rate plus 0.25%, or presently
8.75% per annum, and is due March 1999. The unpaid balance under the term loan
was approximately $1.6 million as of June 30, 1997. The proceeds of the term
loan were used to fund leasehold improvements. The line of credit bears interest
at the lender's prime rate, or presently 8.5% per annum, and is due on demand.
The unpaid balance under the line of credit was approximately $2.3 million as of
June 30, 1997. Proceeds from the line of credit were used for short-term working
capital needs. See "Management's Discussion and Analysis of Financial Condition
and Results of Operations -- Liquidity and Capital Resources."

DIVIDEND POLICY

LAI does not intend to pay any cash dividends for the foreseeable future
but instead intends to retain earnings, if any, for the future operation and
expansion of LAI's business. Any determination to pay dividends in the future
will be at the discretion of the Company's Board of Directors and will be
dependent upon LAI's results of operations, financial condition, contractual
restrictions, restrictions imposed by applicable law and other factors deemed
relevant by the Board of Directors.

10
11

CAPITALIZATION

The following table sets forth the capitalization of LAI as of February 28,
1997 and as adjusted to reflect the application of the estimated net proceeds
from the issuance and sale by the Company of the 2,000,000 shares of Common
Stock offered hereby as described in "Use of Proceeds." The table should be read
in conjunction with the Financial Statements and Notes thereto included
elsewhere in this Prospectus.

AS OF
FEBRUARY 28, 1997
----------------------
ACTUAL AS ADJUSTED
------- -----------
(IN THOUSANDS)

Current maturities of long-term debt........................ $ 387 $ 101(2)
======= =======
Long-term debt, less current maturities..................... $ 1,650 $ 203(2)
------- -------
Stockholders' equity(1):
Preferred stock, $0.01 par value, 3,000,000 shares
authorized; no shares issued and outstanding........... -- --
Common stock, $0.01 par value, 35,000,000 shares
authorized; 3,075,000 shares issued and outstanding;
5,075,000 shares as adjusted(3)........................ 31 51
Additional paid-in capital................................ 4,086 25,686
Subscriptions receivable.................................. (152) (152)
Accumulated deficit....................................... (1,338) (1,338)
------- -------
Total stockholders' equity........................ 2,627 24,247
------- -------
Total capitalization............................ $ 4,277 $24,450
======= =======

- ---------------

(1) Excludes 436,500 and 67,500 shares of Common Stock issuable on the exercise
of stock options to be granted immediately after completion of the Offering
at an exercise price equal to the initial public offering price per share
and $7.50 per share, respectively. See "Management -- Director
Compensation," "Management -- Incentive and Benefit Plans" and "Description
of Capital Stock."
(2) Represents non-interest bearing stockholder notes payable in connection with
prior redemptions of Common Stock.
(3) Represents Common Stock as of February 28, 1997. As of the date of this
Prospectus and as adjusted for the Offering, Common Stock outstanding is
3,025,000 and 5,025,000, respectively.

11
12

DILUTION

The Company's net tangible book value was $2.6 million, or $0.85 per share,
based on 3,075,000 shares of Common Stock outstanding as of February 28, 1997.
Net tangible book value per share represents the amount of the Company's total
tangible assets less its total liabilities, divided by the total number of
shares of Common Stock outstanding. After giving effect to the sale of the
2,000,000 shares of Common Stock being offered hereby and the application of the
estimated net proceeds therefrom, the pro forma net tangible book value of the
Company as of February 28, 1997 would have been $24.2 million or $4.78 per share
of Common Stock. This represents an immediate increase in net tangible book
value of $3.93 per share to existing stockholders and an immediate dilution of
$7.22 per share to new investors purchasing shares of Common Stock in the
Offering. The following table illustrates the per share dilution:

Initial public offering price per share..................... $12.00
Net tangible book value per share before the Offering..... $0.85
Increase per share attributable to new investors.......... 3.93
-----
Pro forma net tangible book value per share after the
Offering.................................................. 4.78
------
Dilution of net tangible book value per share to new
investors(1).............................................. $ 7.22
======

- ---------------

(1) Dilution is determined by subtracting pro forma net tangible book value per
share after the Offering from the initial public offering price per share.

The following table sets forth the number of shares of Common Stock
purchased from the Company, the total consideration paid and the average price
per share of Common Stock paid by the Company's existing stockholders and to be
paid by new investors in the Offering and before deduction of the underwriting
discount:

SHARES PURCHASED CONSIDERATION PAID AVERAGE
------------------- --------------------- PRICE PER
NUMBER PERCENT AMOUNT PERCENT SHARE
--------- ------- ----------- ------- ---------

Existing stockholders(1)................... 3,025,000 60.2% $ 4,125,975 14.7% $ 1.36
New investors.............................. 2,000,000 39.8 24,000,000 85.3 12.00
--------- ----- ----------- -----
Total............................ 5,025,000 100.0% $28,125,975 100.0%
========= ===== =========== =====

- ---------------

(1) Represents Common Stock outstanding as of the date of this Prospectus.

The foregoing tables exclude 436,500 and 67,500 shares of Common Stock
issuable on the exercise of stock options to be granted immediately after
completion of the Offering at an exercise price equal to the initial public
offering price per share and $7.50 per share, respectively. See
"Management -- Director Compensation," "Management -- Incentive and Benefit
Plans" and "Description of Capital Stock." To the extent such options are
exercised, there may be further dilution to new investors purchasing shares of
Common Stock in the Offering.

12
13

SELECTED FINANCIAL DATA
(IN THOUSANDS, EXCEPT PER SHARE AND OTHER DATA)

The following table sets forth selected financial and other data of LAI for
fiscal years ended February 1993 through 1997 and as of the last day of each of
those fiscal years. The Statement of Operations Data for fiscal 1995, 1996 and
1997, and Balance Sheet Data as of the end of fiscal 1996 and 1997, are derived
from Financial Statements and Notes thereto audited by Arthur Andersen LLP,
independent certified public accountants. Such firm's report on LAI's Financial
Statements and Notes thereto as of such dates and for such periods is included
elsewhere in this Prospectus. The Statement of Operations and Other Data for,
and Balance Sheet Data as of the end of, each of fiscal 1993 and 1994 are
derived from the unaudited financial statements of the Company and, in the
opinion of management, include all adjustments (consisting of normal and
recurring adjustments) necessary to present fairly the results of operations and
financial position of the Company for such periods and as of such dates. The
financial data shown below should be read in conjunction with the Financial
Statements and Notes thereto and "Management's Discussion and Analysis of
Financial Condition and Results of Operations" included elsewhere in this
Prospectus.

STATEMENT OF OPERATIONS DATA:
Fee revenue, net....................................... $ 16,403 $ 21,144 $ 28,262 $ 35,088 $ 46,437 $ 46,437
Compensation and benefits.............................. 14,031 17,725 23,991 30,693 39,928 35,353
General and administrative expenses.................... 1,879 2,080 2,333 4,467 6,685 6,685
-------- -------- -------- -------- -------- --------
Operating income (loss).............................. 493 1,339 1,938 (72) (176) 4,399
Net interest income (expense).......................... 38 14 (6) (40) (376) (376)
-------- -------- -------- -------- -------- --------
Income (loss) before provision for income taxes...... 531 1,353 1,932 (112) (552) 4,023
Provision for income taxes............................. 53 97 671 90 15 1,690
-------- -------- -------- -------- -------- --------
Net income (loss).................................... $ 478 $ 1,256 $ 1,261 $ (202) $ (567) $ 2,333
======== ======== ======== ======== ======== ========
Net income (loss) per share............................ $ (0.18)
========
Pro forma net income (loss)(2)(3)...................... $ 308 $ 785 $ 1,121 $ (202) $ (567) $ 2,333
======== ======== ======== ======== ======== ========
Pro forma net income (loss) per share(3)............... $ 0.73
========
Weighted average common shares outstanding(4).......... 3,199 3,199
OTHER DATA:
Number of consultants employed as of fiscal year end... 36 38 46 54 62 62
Average fee revenue per consultant employed during
entire fiscal year................................... $505,000 $602,000 $689,000 $706,000 $740,000 $740,000
Average cash compensation of positions filled(5)....... $165,000 $172,000 $180,000 $196,000 $226,000 $226,000

AS OF FEBRUARY 28 OR 29,
-------------------------------------------------------
1993 1994 1995 1996 1997
-------- -------- -------- -------- -----------

BALANCE SHEET DATA:
Working capital (deficit)........................................ $ 1,569 $ 1,723 $ 1,439 $ (485) $ 617
Total assets..................................................... 6,749 9,885 12,193 18,300 25,561
Total long-term debt............................................. 72 144 63 -- 1,650
Total stockholders' equity....................................... 2,384 2,121 2,325 2,509 2,627

- ---------------

13
14

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Prospectus contains certain forward-looking statements that are based
on the beliefs of the Company's management, as well as assumptions made by, and
information currently available to, the Company's management. Such statements
include those regarding successfully implementing and continuing growth
strategies and business strategies, attracting, motivating and retaining
executive search consultants, and maintaining favorable long-term client
relationships. Because such statements involve risks and uncertainties, actual
actions and strategies and the timing and expected results thereof may differ
materially from those expressed or implied by such forward-looking statements,
and the Company's future results, performance or achievements could differ
materially from those expressed in, or implied by, any such forward-looking
statements. Factors that could cause or contribute to such material differences
include, but are not limited to, those discussed under "Risk Factors." The
following presentation of management's discussion and analysis of the Company's
financial condition and results of operations should be read in conjunction with
the Company's Financial Statements, the Notes thereto and other financial
information included herein.

OVERVIEW

LAI is one of the fastest growing and the fifth largest executive search
firm in the United States. The Company derives substantially all of its revenue
from fees for professional services, which are billed exclusively on a retained
basis. Fees are typically equal to one-third of the anticipated first year cash
compensation for the positions being filled. If the actual compensation package
for a successfully placed candidate varies from the amount anticipated at the
time of the engagement, an appropriate adjustment may be made to LAI's search
fee. The Company recognizes fee revenue as clients are billed, generally over a
60 to 90 day period following the acceptance of a search assignment. In
addition, clients usually are required to reimburse LAI for out-of-pocket
expenses incurred in the search process.

LAI's fee revenue has grown from $16.4 million in fiscal 1993 to $46.4
million in fiscal 1997, representing a compound annual growth rate of
approximately 30%. This growth has been achieved by increasing the number of
consultants at existing offices and improving revenue per consultant.
Additionally, the Company opened new offices in Boston, Massachusetts and
Stamford, Connecticut in fiscal 1997. During the three-year period ended
February 28, 1997, the Company added a net total of 24 consultants, representing
a 63% increase to its consulting staff. Fee revenue per consultant employed for
an entire fiscal year was approximately $689,000, $706,000 and $740,000 for
fiscal 1995, 1996 and 1997, respectively. This improvement was due primarily to
an increased mix of more senior level executive searches and to a rise in
overall executive compensation. The average first year cash compensation of
positions for which LAI conducted searches in fiscal 1997 was approximately
$226,000.

The largest component of the Company's operating expenses consists of
compensation and benefits paid to its executive search consultants, executive
officers and administrative and support personnel. LAI has been able to attract
and retain some of the most productive executive search consultants in the
industry as a result of its premium reputation and its performance-based
consultant compensation, which the Company believes is among the highest in the
industry as a percentage of fee revenue generated. In contemplation of the
Offering and with the approval of its existing stockholders, the Company revised
its compensation plan for consultants effective March 1, 1997, the first day of
the Company's current fiscal year. Compensation and benefits expense represented
approximately 86% of fee revenue in fiscal 1997, but would have represented
approximately 76% of fee revenue on a pro forma basis under the revised plan.
See "-- Pro Forma Results." The Company believes the compensation and benefits
it pays its consultants under the revised plan remain among the highest in the
industry. In addition, the Company believes that its status as a public company
will provide a further competitive advantage in attracting and retaining highly
qualified consultants in the future.

General and administrative expenses consist of occupancy expense associated
with the Company's leased premises, costs associated with the Company's
investments in information technology and marketing and other general office
expenses. LAI benefits from the reduced costs associated with locating its
administrative operations and a majority of its research staff in Tampa,
Florida.

14
15

PRO FORMA RESULTS

The Pro Forma Statement of Operations Data for fiscal 1997 reflects an
adjustment to compensation and benefits expense assuming implementation of the
Company's revised compensation plan for consultants at the beginning of fiscal
1997. The estimated expense payable on a pro forma basis was calculated by
applying the adjusted compensation formula to the fee revenue generated by each
consultant in fiscal 1997. The effect of the pro forma adjustment was to
decrease compensation and benefits expense and increase operating income in
fiscal 1997 by approximately $4.6 million. An adjustment was also made to
reflect an additional income tax liability of approximately $1.7 million
resulting from the corresponding increase in income (loss) before provision for
income taxes. The net effect of these changes was to increase net income in
fiscal 1997 by $2.9 million to $2.3 million.

Assuming the stock options to be granted immediately after completion of
the Offering had been granted on March 1, 1996, the Company's fiscal 1997 pro
forma net income and pro forma net income per share would have been $2,034,000
and $0.64, respectively, if the Company used the method of measuring
compensation provided for by Statement of Financial Accounting Standards No.
123. See "-- Recently Issued Accounting Pronouncements."

For periods prior to November 1, 1994, the Company elected to be taxed as
an S corporation for federal and certain state income tax purposes. Accordingly,
a pro forma income tax provision is reflected for fiscal periods prior to fiscal
1996 using a tax rate of approximately 42%.

RESULTS OF OPERATIONS

The following table sets forth, for the periods indicated, selected
Statement of Operations Data as a percentage of fee revenue:

PERCENTAGE OF FEE REVENUE
--------------------------------------
YEAR ENDED FEBRUARY 28 OR 29,
--------------------------------------
ACTUAL PRO FORMA
1995 1996 1997 1997
----- ----- ------ ----------

Fee revenue, net.................................... 100.0% 100.0% 100.0% 100.0%
Compensation and benefits........................... 84.9 87.5 86.0 76.1
General and administrative expenses................. 8.3 12.7 14.4 14.4
----- ----- ----- -----
Operating income (loss)............................. 6.8 (0.2) (0.4) 9.5
Net interest expense................................ -- 0.1 0.8 0.8
----- ----- ----- -----
Income (loss) before provision for income taxes..... 6.8 (0.3) (1.2) 8.7
Provision for income taxes.......................... 2.4 0.3 -- 3.6
----- ----- ----- -----
Net income (loss)................................... 4.4% (0.6)% (1.2)% 5.1%
===== ===== ===== =====
Pro forma net income (loss)......................... 4.0% (0.6)% (1.2)% 5.1%
===== ===== ===== =====

FISCAL 1997 COMPARED WITH FISCAL 1996

Fee revenue. Fee revenue increased $11.3 million, or 32.3%, to $46.4
million for fiscal 1997 from $35.1 million for fiscal 1996. The increase in fee
revenue was primarily a result of an increase in the number of consultants
employed for an entire fiscal year and an increase of 4.8% in the average fee
revenue per consultant employed for a full year to $740,000 for fiscal 1997 from
$706,000 for fiscal 1996. Also, the Company added a net total of eight new
consultants during the year, raising the total number of consultants employed by
LAI at the end of the fiscal year to 62 for fiscal 1997 from 54 for fiscal 1996.
The average first year cash compensation of positions for which LAI conducted
searches increased by 15.3% to $226,000 in fiscal 1997 from $196,000 in fiscal
1996. During fiscal 1997, LAI opened two new offices, which generated
approximately $1.7 million of fee revenue.

15
16

Compensation and benefits. Compensation and benefits increased $9.2
million, or 30.1%, to $39.9 million for fiscal 1997 from $30.7 million for
fiscal 1996. The increase was primarily due to compensation and benefits
associated with the growth in the number of consultants and the increase in fee
revenue per consultant. As a percentage of fee revenue, compensation and
benefits decreased to 86.0% for fiscal 1997 from 87.5% for fiscal 1996 primarily
due to spreading compensation and benefits for LAI's administrative and support
staff, which are primarily fixed, over a greater fee revenue base.

General and administrative expenses. General and administrative expenses
increased $2.2 million, or 49.7%, to $6.7 million for fiscal 1997 from $4.5
million for fiscal 1996. As a percentage of fee revenue, general and
administrative expenses increased to 14.4% for fiscal 1997 from 12.7% for fiscal
1996. These increases were primarily due to increases in occupancy costs
associated with lease renewals at three of LAI's offices and the opening of two
new offices in Stamford, Connecticut and Boston, Massachusetts, as well as an
increase in marketing expenses to implement a program to enhance LAI's name
recognition.

Operating income (loss). Operating loss increased $104,000 to $176,000 for
fiscal 1997 from $72,000 for fiscal 1996, and as a percentage of fee revenue to
0.4% for fiscal 1997 from 0.2% for fiscal 1996. These increases were primarily
due to the increase in general and administrative expenses, partially offset by
lower compensation and benefits as a percentage of fee revenue.

Net interest income (expense). Net interest expense increased $336,000 to
$376,000 for fiscal 1997 from $40,000 for fiscal 1996. The increase constitutes
interest expense on indebtedness incurred to fund leasehold improvements at two
of LAI's offices, as well as interest on compensation deferred pursuant to the
Company's deferred compensation plan. See "Management -- Incentive and Benefit
Plans."

Provision for income taxes. The effective tax rate for fiscal 1997 of
(2.8)% varied from the statutory rate of 35.0% due to state and local income
taxes and because certain expenses, including a portion of meals, entertainment
and dues expense and premiums on keyman life insurance policies, were
non-deductible for income tax purposes.

FISCAL 1996 COMPARED WITH FISCAL 1995

Fee Revenue. Fee revenue increased $6.8 million, or 24.2%, to $35.1
million for fiscal 1996 from $28.3 million for fiscal 1995. The increase in fee
revenue was primarily a result of an increase in the number of consultants
employed for an entire fiscal year and an increase of 2.5% in the average fee
revenue per consultant employed for a full year to $706,000 for fiscal 1996 from
$689,000 for fiscal 1995. Also, the Company added a net total of eight new
consultants during the year, raising the total number of consultants employed by
LAI at the end of the fiscal year to 54 for fiscal 1996 from 46 for fiscal 1995.
The average first year cash compensation of positions for which LAI conducted
searches increased by 8.9% to $196,000 in fiscal 1996 from $180,000 in fiscal
1995.

Compensation and benefits. Compensation and benefits increased $6.7
million, or 27.9%, to $30.7 million for fiscal 1996 from $24.0 million for
fiscal 1995. The increase was primarily due to compensation and benefits
associated with the growth in the number of consultants and the Company's
support staff, including associates, IT and research personnel, and the increase
in fee revenue per consultant. As a percentage of fee revenue, compensation and
benefits increased to 87.5% for fiscal 1996 from 84.9% for fiscal 1995. This
increase is primarily the result of changes implemented in fiscal 1996 to LAI's
compensation system for consultants to significantly increase performance-based
payments, which changes remained in effect until the revisions to the
compensation plan for consultants were implemented on March 1, 1997.

General and administrative expenses. General and administrative expenses
increased $2.2 million, or 91.5%, to $4.5 million for fiscal 1996 from $2.3
million for fiscal 1995. As a percentage of fee revenue, general and
administrative expenses increased to 12.7% for fiscal 1996 from 8.3% for fiscal
1995. These increases were primarily due to increases in costs associated with
the Company's investment in information technology. During 1996, the Company
developed and implemented both wide and local area networking capabilities and
began development of its proprietary relational database for use in executive
search execution.

16
17

Operating income (loss). The Company incurred an operating loss of $72,000
for fiscal 1996 compared with operating income of $1.9 million for fiscal 1995.
This change was primarily the result of the increases in both compensation and
benefits and general and administrative expenses discussed above.

Net interest income (expense). Net interest expense increased to $40,000
for fiscal 1996 from $6,000 for fiscal 1995 primarily due to interest on
compensation deferred pursuant to the Company's deferred compensation plan. See
"Management -- Incentive and Benefit Plans."

Provision for income taxes. The effective tax rate in fiscal 1996 of
(79.9)% varied from the statutory rate of 35.0% due to state and local income
taxes and because certain expenses, including a portion of meals, entertainment
and dues expense and premiums on keyman life insurance policies, were
non-deductible for income tax purposes. Prior to November 1, 1994, the Company
operated as an S corporation for federal income tax purposes. Accordingly, no
provision for federal income taxes was recorded prior to that date.

UNAUDITED QUARTERLY RESULTS

The following table sets forth certain unaudited quarterly operating
information of the Company for fiscal 1996 and fiscal 1997. This information has
been prepared on the same basis as the audited financial statements contained
elsewhere in this Prospectus and, in the opinion of management, include all
adjustments, consisting solely of normal and recurring adjustments, necessary
for the fair presentation of the information for the periods presented. The
financial data shown below should be read in conjunction with the Financial
Statements and Notes thereto. Results for any previous fiscal quarter are not
necessarily indicative of results for the full year or for any future quarter.

QUARTER ENDED
-----------------------------------------------------------------------------
MAY 31, AUG 31, NOV 30, FEB 29, MAY 31, AUG 31, NOV 30, FEB 28,
1995 1995 1995 1996 1996 1996 1996 1997
------- ------- ------- ------- ------- ------- ------- -------
(IN THOUSANDS)

Fee revenue, net................ $8,252 $8,662 $8,869 $9,305 $11,107 $11,506 $11,706 $12,118
Operating income (loss)......... 95 85 (73) (179) 131 216 (200) (323)
Net income (loss)............... 25 6 (79) (154) (5) 8 (244) (326)

LIQUIDITY AND CAPITAL RESOURCES

The Company relies primarily upon cash flows from operations and available
borrowings under its credit facilities to finance its operations. During fiscal
1995, 1996 and 1997, cash flows from operations were $2.9 million, $1.6 million
and $(653,000), respectively. To provide additional liquidity, the Company has
obtained a commitment letter from a bank to provide credit facilities of
approximately $10.0 million. Outstanding borrowings under these facilities will
bear interest at various rates based on the bank's prime lending rate. See Note
9 to Financial Statements.

Capital expenditures totaled approximately $555,000, $2.5 million and $1.8
million for fiscal 1995, 1996 and 1997, respectively. These expenditures
consisted primarily of purchases of office equipment, upgrades to information
systems and leasehold improvements. The Company intends to use approximately
$3.0 million of the Offering proceeds over the next 12 to 24 months for computer
hardware and software purchases, upgrades and enhancements. Additionally,
investments in whole life insurance policies intended to fund the Company's
deferred compensation plans were $429,000, $778,000 and $1.0 million in fiscal
1995, 1996 and 1997, respectively.

Cash provided by financing activities was approximately $2.7 million during
1997, which included borrowings under a term loan and proceeds from sales of
Common Stock to newly hired and promoted consultants as part of LAI's strategy
to increase the breadth of stock ownership among its consultants. The Company
intends to retire the balance of the term loan, expected to be approximately
$1.6 million as of the completion of the Offering, with proceeds from the
Offering. During fiscal 1996, cash provided by financing activities was
approximately $416,000, consisting primarily of proceeds from sales of Common
Stock. During fiscal 1995, the Company used approximately $1.5 million to fund
financing activities which consisted primarily of distributions to stockholders.

17
18

A significant portion of the Company's compensation expense is accrued and
paid shortly after the end of the Company's fiscal year. Accordingly, amounts
outstanding under the Company's line of credit are highest during the first
quarter of the Company's fiscal year, with such amounts historically being
repaid by cash flows from operations during the remainder of such fiscal year.
The Company's outstanding indebtedness under its current line of credit is
expected to be approximately $2.3 million as of the completion of the Offering.
These borrowings will be repaid with a portion of the Offering proceeds. The
Company believes that funds from operations, its expanded credit facilities and
the net proceeds from the Offering will be sufficient to meet its anticipated
working capital, capital expenditure and general corporate requirements on both
a short-term basis (i.e., during the 12 months following the Offering) and a
long-term basis (i.e., after such 12-month period).

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In February 1997, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 128, Earnings Per Share ("SFAS 128"). SFAS
128 establishes new standards for computing and presenting earnings per share
("EPS"). Specifically, SFAS 128 replaces the currently required presentation of
primary EPS with a presentation of basic EPS, requires dual presentation of
basic and diluted EPS on the face of the income statement for all entities with
complex capital structures and requires a reconciliation of the numerator and
denominator of the basic EPS computation to the numerator and denominator of the
diluted EPS computation. SFAS 128 is effective for financial statements issued
for periods ending after December 15, 1997; earlier application is not
permitted. Pro forma EPS computed under SFAS 128 would have been the same as
reported in the Financial Statements included in this Prospectus and management
believes the application of SFAS 128 will not have a material effect on LAI's
future financial statements.

In October 1995, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 123, Accounting For Stock Based
Compensation ("SFAS 123"). With respect to compensation costs related to stock
options granted to employees and other forms of stock based compensation, SFAS
123 permits companies to continue using the intrinsic value based method of
accounting promulgated by Accounting Principles Board Opinion No. 25, Accounting
For Stock Issued to Employees ("APB 25"), or in the alternative to adopt the
fair value based method of accounting promulgated by SFAS 123. Companies that do
not elect the SFAS 123 method of accounting are required to provide pro forma
disclosures as if the fair value based method had been applied. The Company has
not elected the SFAS 123 method of accounting and will continue to use the APB
25 method to measure compensation. Accordingly, the Company will make pro forma
disclosures as if the SFAS 123 method were adopted. Assuming the sale of the
2,000,000 shares of Common Stock offered hereby and the grant immediately after
completion of the Offering of stock options to purchase 504,000 shares of Common
Stock, as is currently intended, the Company anticipates that under the SFAS 123
method of measuring compensation the pro forma impact on earnings for fiscal
1998 will be a reduction of approximately $0.05 per share or less. See "Selected
Financial Data" and "-- Pro Forma Results."

18
19

BUSINESS

GENERAL

LAI is one of the fastest growing executive search firms and is the fifth
largest search firm in the United States, principally serving Fortune 500 and
large private companies. LAI fulfills its clients' leadership needs by
identifying, evaluating, assessing and recommending qualified candidates for
senior level positions. The Company provides executive search services
exclusively on a retained basis, and charges a fee typically equal to one-third
of the first year cash compensation for the position being filled. The average
first year cash compensation of positions for which LAI conducted searches in
fiscal 1997 was approximately $226,000. LAI has developed a knowledge-based
practice primarily organized around five business sectors: consumer, financial
services, health care, industrial and technology. LAI's clients are among the
most prominent companies in each of these sectors, and include PepsiCo, Grand
Metropolitan, Lehman Brothers, Banc One, Bristol-Myers Squibb, Cooper
Industries, General Electric, Compaq and Lucent Technologies. LAI also provides
its clients with global search fulfillment capabilities as a member of Amrop
International, an alliance of 34 independently owned executive search firms with
81 offices in 47 countries. LAI's fee revenue has grown from $16.4 million in
fiscal 1993 to $46.4 million in fiscal 1997, representing a compound annual
growth rate of approximately 30%. This growth rate compares favorably with the
21% average compound annual growth rate experienced by LAI's ten largest U.S.
based competitors during the same period.

EXECUTIVE SEARCH INDUSTRY OVERVIEW

Executive search firms are generally separated into two broad fee-based
categories: retained search firms and contingency search firms. Retained search
firms fulfill their clients' senior leadership needs by identifying, evaluating,
assessing and recommending qualified candidates for senior level positions,
typically with cash compensation of $100,000 and above. Contingency search
firms, on the other hand, focus primarily on mid-level positions with cash
compensation of less than $150,000. Both types of firms normally are paid a fee
for their services equal to approximately one-third of the guaranteed first year
cash compensation for the position being filled.

Retained search firms currently serve the majority of the Fortune 500 as
well as numerous other organizations, including government agencies,
professional organizations and fast-growing entrepreneurial companies. Retained
firms generally are compensated for an assignment whether or not they are
successful in placing a recommended candidate. Contingency search firms also
serve large corporations; however, their primary focus is on small and medium
sized companies. Unlike retained search firms, contingency search firms are not
compensated for an assignment unless they successfully complete a search and
place a recommended candidate.

According to Kennedy Information, a leading industry publication, revenue
in the executive search industry historically has been divided almost evenly
between retained and contingency search firms; however, retained search firms
are estimated to employ only one-third of the consultants in the industry. Thus,
the average fee revenue per consultant for retained firms is substantially
higher than for contingency firms. Moreover, the predictable revenue stream
associated with a retained search enables a retained firm, such as LAI, to
devote more personnel and greater resources to an assignment than a contingency
search firm whose revenue is not assured. LAI believes this difference in
payment structure enables retained search firms to provide clients with more
value-added consulting services than contingency search firms.

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The executive search industry has experienced consistent growth over the
past 20 years. Revenue for the North American executive search industry has
grown at an 11% compound annual growth rate from approximately $1.6 billion in
1985 to approximately $4.4 billion in 1995. Kennedy Information expects industry
growth to continue at an 11% annual rate, with revenue projected to reach $7.4
billion by the year 2000.

Chart

The executive search industry is highly fragmented, consisting of
approximately 3,470 U.S. based firms, of which approximately 1,320 are retained
and approximately 2,150 are contingency search firms. In 1995, approximately 90%
of these firms employed fewer than ten consultants and generated average revenue
of approximately $1 million each. The top ten U.S. based search firms, all of
which operate on a retained basis, accounted for approximately 11% of total
industry revenue in 1995. However, Kennedy Information predicts that these top
ten firms will increase their market share at an accelerating rate as they
continue to offer clients increased geographic reach, broader industry coverage,
greater industry expertise and more sophisticated technology and research
support.

LAI believes that a number of favorable trends have caused and will
continue to cause the executive search industry to experience significant
growth. These trends include:

Greater Demand for Managers with Broad Leadership Capabilities. Many
companies are facing a rapidly changing business environment due to an increase
in domestic and international competition, an increase in deregulation and a
more widespread use of technology. The need to respond to this dynamic
environment and remain competitive has caused many companies to set higher
standards for their senior level executives. As these standards become more
stringent, more companies are looking outside their organizations to fill
positions traditionally reserved for internal candidates. The process of
identifying and evaluating executives is becoming increasingly difficult and, as
a result, a growing number of companies are relying on executive search firms to
solve their senior management and leadership needs.

Rapid Growth in Outsourcing. Many companies are outsourcing non-core
activities to reduce costs and increase efficiencies. These organizations often
engage independent, third party specialists to provide many non-revenue
generating functions that were previously performed in-house. Among the
functions most commonly outsourced are those traditionally performed by in-house
human resource departments, including executive recruitment and hiring.

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Increase in Executive Turnover. In the past, it was common for executives
to spend an entire career with one or two organizations. However, in today's
rapidly changing business environment, executives often spend their career with
a number of different organizations in various geographic locations. Executive
turnover has been particularly high in such growth industries as health care and
technology. This increase in executive turnover has intensified the competition
for highly qualified executives and forced many companies to recruit executives
on a more frequent basis.

Increase in Executive Compensation. Compensation levels for executives
have increased considerably over the past several decades. According to a study
published in 1997 by William M. Mercer, Incorporated, the average annual cash
compensation for chief financial, chief executive and chief operating officers
grew at compound annual growth rates of 5.7%, 4.2% and 3.1%, respectively,
between 1992 and 1996. This increase in executive compensation, among other
factors, has caused many companies to be more rigorous in their hiring
practices, often retaining an executive search firm to assist in the
identification and evaluation of qualified candidates. In addition, because fees
for executive search firms are based on the compensation levels for positions
they help fill, higher executive compensation has translated into higher
executive search fees.

BUSINESS STRATEGY

LAI's objective is to be an internationally recognized leader in providing
comprehensive consulting services aimed specifically at solving its clients'
leadership needs. The key elements of LAI's business strategy include:

Attract, Motivate and Retain High Quality Search Consultants. LAI has been
successful in attracting, motivating and retaining highly productive executive
search consultants as a result of its premium reputation and its
performance-based consultant compensation, which the Company believes is among
the highest in the industry as a percentage of fee revenue generated. LAI has
attracted and continues to employ a number of consultants who previously held
senior level positions with the Company's four larger competitors. LAI believes
its status as a public company will provide a further competitive advantage in
attracting and retaining highly qualified consultants in the future. The Company
also believes that broadly held equity ownership by its consultants fosters a
team-oriented working environment. Additionally, the Company believes that,
following the Offering, ownership of Common Stock and its recently adopted stock
and incentive plan will align the interests of its consultants with those of the
purchasers of Common Stock in the Offering.

Build on Knowledge-Based Practice Groups. LAI believes that knowledge of
its clients and the industries in which they operate are among the most
significant competitive factors in obtaining and completing search assignments.
Accordingly, LAI has developed knowledge-based practice groups primarily
organized around five business sectors: consumer, financial services, health
care, industrial and technology. Each practice group is coordinated under the
direction of a Practice Leader who establishes the marketing and search
strategies for that practice group. LAI intends to continue to build its
practice groups by hiring consultants with substantial experience and
significant client relationships in targeted business sectors and by
strengthening the Company's presence in other select practice groups, such as
board of directors and energy.

Capitalize on Research and Technology. LAI augments its knowledge-based
practice groups by investing in and capitalizing on its expertise in research
and technology. LAI's 62 associates, researchers and IT professionals provide
timely industry, company and compensation information to consultants using
numerous information sources. LAI also maintains a proprietary relational
database of more than 69,000 executive candidates. As an integral part of the
executive search process, consultants query this database on a variety of
attributes, including demographic information, work experience, compensation and
personal interview results. Support functions are coordinated from LAI's Tampa,
Florida office, which the Company believes was the first U.S. based executive
search office to achieve ISO 9002 certification. LAI believes that its
technological capabilities and knowledge-based practice groups enable it to
provide a superior research product and, ultimately, deliver higher quality
search results to its clients.

Reduce Cycle Times. LAI believes that the ability to reduce the time
required to perform a search ("cycle time") will be a key differentiating factor
among executive search firms in the future. In an effort to reduce its average
cycle time, LAI is investing substantial resources in research support and to
upgrade its technology and is

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refining its knowledge-based practice groups and individual client approach.
Reduced cycle times would enable LAI's consultants to complete more assignments
in a given period of time, resulting in the opportunity to both increase fee
revenue per consultant and enhance the profitability of the Company.

Leverage Global Capabilities. LAI provides its clients with global search
fulfillment capabilities through its membership in Amrop International. Amrop
International is an international alliance of 34 independently owned executive
search firms with 81 offices in 47 countries. LAI executes domestic search
assignments referred to it by other Amrop members and refers to other Amrop
members international search assignments for its U.S. based clients. LAI
believes that its ability to provide international search services is an
important factor in attracting multinational clients, and intends to strengthen
these capabilities in the future. LAI conducts business under the name "Lamalie
Amrop International."

GROWTH STRATEGY

LAI has competed successfully in the executive search industry and has
capitalized on the growing demand for executive search services. LAI's fee
revenue has increased at a compound annual growth rate of approximately 30%
since fiscal 1993 and 32% over the latest fiscal year. These growth rates have
been achieved by increasing the number of consultants at existing offices,
improving fee revenue per consultant and opening new offices. In the future, LAI
intends to augment its growth through strategic acquisitions. LAI intends to
extend the reach, breadth and penetration of its services both domestically and
internationally. The key elements of LAI's growth strategy include:

Strengthen Existing and Develop New Client Relationships. LAI intends to
increase fee revenue by obtaining additional search engagements from existing
clients and by developing relationships with new clients. LAI focuses on
accounts from which it obtains, or believes it can obtain, a significant number
of search assignments ("focused accounts"). LAI invests significant resources in
its focused accounts to better understand their business strategies and culture
and eventually position the Company as a consulting partner to those clients.
Accordingly, LAI emphasizes long-term relationships with its clients, rather
than one-time projects or assignments. In fiscal 1997, approximately 60% of
LAI's fee revenue was generated from clients to which LAI had provided services
in fiscal 1995 or fiscal 1996.

To further the development of existing accounts, consultants spend
substantial time marketing LAI's services to carefully selected prospective
clients within their practice groups. Increasingly, search assignments are
awarded after a small number of search firms are invited to make presentations
to a prospective client's senior management or Board of Directors. In fiscal
1997, LAI obtained search engagements from a majority of the presentations in
which it participated. The Company attributes its success to its knowledge-based
practice groups as well as the name recognition LAI has developed in recent
years.

Expand Existing and Selectively Open New Offices. LAI has and intends to
continue adding experienced, highly qualified executive search consultants to
its practice. The Managing Partner of each office is responsible for recruiting
new consultants to LAI, and a significant factor in determining the Managing
Partner's compensation is the success of these efforts. Over the past fiscal
year, LAI added a net total of eight consultants to new and existing offices
and, as of June 30, 1997, employed a total of 63 consultants. LAI also
continually evaluates the desirability of opening new offices. In fiscal 1997,
the Company opened offices in Boston, Massachusetts and Stamford, Connecticut,
and the Company presently is evaluating the desirability of opening an office on
the West Coast to further strengthen its technology practice.

Pursue Strategic Acquisitions. Although strategic acquisitions
historically have not been an important element of LAI's growth strategy, the
Company intends to expand its client base, industry coverage and geographic
reach through selective acquisitions. The executive search industry is highly
fragmented, consisting of approximately 3,470 U.S. based firms, of which
approximately 1,320 are retained search firms. LAI believes that many smaller
search firms lack the financial and managerial resources to compete effectively
against the largest executive search firms, thereby creating a significant
opportunity for potential acquisitions. Following completion of the Offering,
LAI expects to be in a strong position to consider future acquisitions. LAI is
not currently engaged in substantive discussions regarding any potential
acquisitions.

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SERVICES

LAI provides executive search services exclusively on a retained search
basis for Fortune 500 and large private companies. The Company typically
performs executive search services for its clients' senior leadership positions
ranging from brand manager or director of finance to chief operating officer or
chief executive officer. The average first year cash compensation of positions
for which LAI conducted searches in fiscal 1997 was approximately $226,000.

LAI serves its clients in a consultative capacity, developing a thorough
understanding of the client's organizational structure, history, culture and
strategic objectives. In fulfilling each search assignment, LAI (i) assesses the
client's existing management capabilities, corporate culture and business
strategies, (ii) evaluates the client's industry position and major competition,
(iii) develops and refines the relevant business experience, skill set and
personal characteristics that a qualified candidate should possess, (iv)
identifies, contacts and interviews candidates, (v) submits detailed personnel
reports and recommendations to the client regarding the candidates most
qualified for the position to be filled, (vi) advises the client regarding the
appropriate compensation package to be offered to its chosen candidate and (vii)
monitors the quality of its search procedures with client surveys and other
client feedback mechanisms.

The Company uses a team-oriented approach in providing high quality
executive search services on a consistent basis, rather than relying on the
reputation of a few key consultants. Upon commencement of an assignment, LAI
works with its client to develop both detailed candidate and job specifications
and a specific search strategy focusing on the industries and companies expected
to produce the most appropriate candidates. Consultants and certain support
staff assigned to the search then contact and conduct extensive telephone
interviews of potential candidates, distribute job specifications and client
promotional materials, and conduct personal interviews with and perform
preliminary reference checks of those candidates who appear to have the desired
qualifications for and level of interest in the position. Most candidates are
already successfully employed and not currently looking to change jobs, so the
initial contact must be conducted discreetly.

Following this process, the search team submits to the client a
confidential personnel report on each candidate that LAI believes merits serious
consideration by the client. Each report contains a detailed business history of
the candidate, results of LAI's preliminary reference checks, and LAI's
evaluation of the business experience, qualifications, personal characteristics
and suitability of the candidate. LAI then assists in the introduction of
selected candidates to the client and the administration of the interview
process. When the final selection is made, LAI facilitates the negotiation of
employment terms and the transition by the candidate to the employ of the
client. In recognition of the quality of its search process, LAI's Tampa,
Florida office achieved ISO 9002 certification.

LAI provides its clients with global search fulfillment capabilities as a
member of Amrop International, an alliance of 34 independently owned executive
search firms with 81 offices in 47 countries. LAI joined Amrop in 1990 and
believes that the ability to provide international search services is an
important factor in attracting multinational clients. LAI executes domestic
search assignments referred to LAI by other Amrop members, and refers to other
Amrop members international search assignments for its U.S. based clients. In
each case, the referring member receives a portion of the search fee as
compensation for the referral. In conducting search assignments, all Amrop
members are required to adhere to certain general practices and procedures which
are generally consistent with LAI's methods of conducting business. Amrop's
membership agreement provides that only one executive search firm in any one
country may be an Amrop member, and LAI is the sole Amrop member from the United
States. In calendar year 1996, LAI was the largest member of Amrop in terms of
fee revenue.

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MARKETING AND CLIENTS

General. The Company's marketing strategy includes three primary
components: capitalize on its knowledge-based practice groups and long-term
client relationships; penetrate its markets through its regional office
structure; and promote the LAI brand. In its marketing efforts, the Company
emphasizes its knowledge-based practice groups and industry expertise, which
enable LAI to provide a superior research product and, ultimately, deliver
higher quality search results to its clients.

Knowledge-Based Practice Groups. LAI has developed knowledge-based
practice groups primarily organized around five business sectors. Each practice
group is coordinated by a group Practice Leader who is responsible for
developing new business and maintaining a high standard of service in their area
of expertise. To achieve these objectives, a Practice Leader (i) establishes the
marketing and search strategies for the particular practice group, (ii)
identifies focused accounts and targets clients within the practice group's
business sector and (iii) facilitates and assists the marketing activities of
other consultants in the practice group. Each Practice Leader has substantial
industry expertise, frequently having held one or more executive positions in
the group's business sector prior to becoming a search consultant. Additionally,
LAI's Practice Leaders have an average of 15 years of experience in the
executive search industry.

The following table sets forth certain information regarding LAI's practice
groups. The clients listed in this table include (i) clients that are either the
largest or among the largest clients in the indicated practice group, based on
the Company's fiscal 1997 fee revenue received from such clients, (ii) companies
that have been clients for several years or more and (iii) clients with whom the
Company anticipates having a significant relationship in the future.

% OF FISCAL
1997 FEE
PRACTICE GROUP REVENUE PRACTICE SUB-GROUPS SELECTED CLIENTS

Financial Services 24.9% Commercial Banking, Investment Banc One, Lehman Brothers,
Banking, Investment Management and Prudential
Real Estate
Technology 18.6% Communications, Hardware/Software, Compaq, GTE, Lucent
Information Systems and Professional Technologies
Services
Health Care 16.5% Managed Care, Medical Baystate Health Systems,
Devices/Diagnostics, Medical Bristol-Myers Squibb,
Information, Pharmaceutical/Life Mallinckrodt Group
Sciences and Physicians
Industrial 15.4% Automotive, Capital Equipment, BF Goodrich, Cooper
Chemical and Process Industries, Industries,
Forest Products and Oil and Gas General Electric
Consumer 12.3% Durables, Food Service, Hospitality, Grand Metropolitan, Kohler,
Packaged Goods and Retail PepsiCo
Other 12.3% Board of Directors and Energy Enron, Entergy

The Company's practice groups enable its consultants to better understand
their clients' business strategies and industries and eventually position LAI as
a consulting partner to those clients. LAI emphasizes long-term relationships
with clients, rather than one-time projects or assignments. In fiscal 1997,
approximately 60% of LAI's fee revenue was generated from clients to which
search services had been provided in fiscal 1995 or 1996. Each of LAI's 30
largest clients, based on LAI's fiscal 1997 fee revenue, had been a client for
an average of eight years as of February 28, 1997.

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Regional Offices. To complement its knowledge-based practice groups, the
Company has established its nine regional offices in cities that are key
business centers for its targeted business sectors. Each office is run by a
Managing Partner who has complete fiscal responsibility for that office. The
Managing Partner's principal responsibilities include overseeing day-to-day
operational and administrative matters at the regional office level, providing
assistance to consultants in that office, assuring quality control in business
development and search execution, hiring and supervising office personnel, and
serving on an internal operations committee. While compensation for other
consultants is based primarily on individual performance, compensation for
Managing Partners is based largely on the profitability of their respective
regional offices, as well as on their ability to successfully recruit highly
qualified consultants to LAI. Since consultants have greater opportunities to
develop relationships with clients and prospective clients in close geographic
proximity, they normally focus on, but do not limit their efforts to, clients in
the region served by their particular office. Over time, consultants seek to
establish deep roots in the community and develop strong links with local
business, government and cultural leaders. LAI's regional offices are located in
Atlanta, Boston, Chicago, Cleveland, Dallas, Houston, New York, Stamford and
Tampa.

LAI Brand. A major part of LAI's recent marketing efforts has been to
develop an enhanced awareness of the LAI name. As a result of its efforts, LAI
is more frequently being invited to make presentations to prospective clients,
often competing for search engagements with major competitors in the industry.
In fiscal 1997, LAI succeeded in obtaining search engagements from a majority of
the presentations in which it participated. LAI believes that the Offering will
further enhance the name recognition of the Company.

Blocking Arrangements. Either by agreement with clients or for marketing
or client relations purposes, executive search firms frequently refrain from
recruiting employees of a client, and possibly other entities affiliated with
that client, for a specified period of time (a "blocking" arrangement). See
"Risk Factors -- Restrictions Imposed by Blocking Arrangements." As LAI's client
base grows, particularly in its targeted business sectors, blocking arrangements
may increasingly impede LAI's growth or its ability to attract and serve new
clients. However, LAI actively manages its blocking arrangements and seeks to
mitigate any adverse effects of blocking by strengthening its long-term
relationships with focused accounts and by resisting requests for blocking
arrangements with clients who do not engage LAI for multiple assignments.
Additionally, in recent years market conditions and industry practices have
resulted in blocking arrangements that are becoming narrower in scope and
shorter in duration.

RESEARCH AND TECHNOLOGY

LAI's knowledge-based practice requires extensive use of research and
technology. Search consultants must understand a client's industry, competitors
and business strategies and be able to readily identify the universe of
available executive candidates. LAI's 62 associates, researchers and IT
professionals support the Company's consultants by, among other things,
gathering and analyzing information obtained from numerous electronic databases,
trade journals and directories, the Internet and other sources. LAI also
maintains a proprietary relational database of more than 69,000 executive
candidates. As an integral part of the executive search process, consultants
query this database on a variety of attributes, including demographic
information, work experience, compensation and personal interview results. LAI
believes that its technological capabilities and practice group specialization
have created an expertise which enable it to deliver a superior research product
and, ultimately, higher quality search results. LAI has initiated a program to
upgrade its proprietary database and other information sources, which should
enable LAI to retrieve relevant information more efficiently.

The Company's support functions, including its research department, are
coordinated from its Tampa, Florida office. In the search process, the principal
function of LAI's research department is to support the Company's consultants by
developing and providing information on the industries and companies expected to
produce the most qualified candidates. LAI's research professionals also support
the Company's business development activities by providing target lists, data on
past LAI searches and information on companies and executives in target
industries. LAI's researchers typically have had professional research or
library training and experience prior to joining LAI, and many have
undergraduate and graduate degrees in such fields as library science. Unlike
many of its competitors, LAI researchers do not work exclusively for particular
executive search

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consultants. LAI believes this approach facilitates the development of broad
expertise by research personnel, promotes a consistent culture across the firm,
and standardizes communication, cooperation and training.

PROFESSIONAL STAFF AND EMPLOYEES

At June 30, 1997, LAI had 230 full time employees, of which 63 were
executive search consultants, 62 were associates, researchers or IT
professionals and 105 were administrative and support staff. LAI has never been
a party to any collective bargaining agreement and considers relations with its
employees to be good.

LAI's search professionals are categorized either as consultants,
consisting of partners and principals, or as associates. Associates are junior
search professionals who generally do not handle search consulting assignments,
but assist partners and principals by performing research and other functions.
After several years of experience and satisfactory performance, an associate
will be considered for promotion to the position of principal. If a principal
continues to develop and generate revenue, the principal will be offered the
opportunity to advance to the position of partner. Promotions depend on a
variety of factors, including productivity and business development. As a matter
of corporate philosophy, LAI strives to hire as associates only those
individuals it believes have the potential to become productive consultants.

LAI's consultants have been employed by the Company for an average of
approximately four years. Over the past five years, LAI has experienced annual
turnover among its consultants of approximately 6.6%. At June 30, 1997, there
were 53 partners, 10 principals and 20 associates. Most of LAI's consultants had
experience in the executive search business prior to joining LAI, and many
previously held senior level positions with the Company's four larger
competitors. LAI's consultants have, on average, approximately 12 years of
experience in the executive search industry.

LAI has been able to attract and retain some of the most productive
executive search consultants in the industry as a result of its premium
reputation and its performance-based consultant compensation. The Company
believes the salaries, commissions, bonuses and profit sharing it pays to its
consultants are among the industry's highest as a percentage of fee revenue
generated. Cash compensation arrangements for LAI's consultants are primarily
performance-based, providing relatively low base salaries but the potential to
earn substantial bonuses based on generating fee revenue. In contemplation of
the Offering and with the approval of its existing stockholders, the Company
revised its compensation plan for consultants effective March 1, 1997, the first
day of the Company's current fiscal year, to reduce annual cash compensation.
The Company's associate compensation plan, which was not revised, provides for
the payment to associates of an annual salary and a discretionary cash bonus.
The Company believes that equity ownership by its consultants fosters a
team-oriented working environment and that its status as a public company will
provide a further competitive advantage in attracting and retaining highly
qualified consultants. The Company also believes that ownership of Common Stock
and its recently adopted stock and incentive plan will align the interests of
its consultants with the purchasers of Common Stock in the Offering. See "Risk
Factors -- Dependence on Attracting and Retaining Qualified Executive Search
Consultants" and "Management's Discussion and Analysis of Financial Condition
and Results of Operations -- Overview."

COMPETITION

The executive search industry is highly competitive. It is estimated that
there are approximately 3,470 executive search firms in the United States. There
are relatively few barriers to entry and new competitors frequently enter the
market. While LAI faces competition to some degree from all firms in the
industry, the Company believes its most direct competition comes from other
retained search firms. In particular, LAI competes with the largest U.S. based
firms in the industry: Heidrick and Struggles, Inc., Korn/Ferry International,
Russell Reynolds Associates, Inc. and SpencerStuart & Associates. To a lesser
extent, LAI also faces competition from smaller boutique or specialty firms that
may compete in certain regional or functional markets and from in-house human
resource departments of clients and prospective clients. Some of LAI's
competitors possess greater resources and name recognition than LAI. Each firm
with which LAI competes is also a competitor in seeking to attract the most
effective search consultants. In the Company's experience, the executive search
business is more

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quality-sensitive than price-sensitive. As a result, LAI competes on the level
of service it offers, reflected by its knowledge-based practice groups and
individual client focus, and, ultimately, on the quality of its search results.

FACILITIES

The Company leases all of its office locations. The aggregate square
footage of office space under such leases is approximately 94,000. The leases
for these offices call for future minimum lease payments of approximately $18
million and have terms which will expire between one and ten years (exclusive of
renewal options exercisable by LAI). LAI believes that its facilities are
adequate for its current needs and that it will not have difficulty leasing
additional office space to satisfy anticipated future needs.

INSURANCE

LAI maintains insurance in such amounts and with such coverages and
deductibles as management believes are adequate. The principal risks that LAI
insures against are professional liability, workers' compensation, personal
injury, bodily injury, property damage and fidelity losses. There can be no
assurance that the Company's insurance will adequately protect it from potential
losses and liabilities. See "Risk Factors -- Employment Liability Risk."

LEGAL PROCEEDINGS

From time to time the Company has been involved in litigation incidental to
its business. LAI currently is not a party to any litigation the adverse
resolution of which, in management's opinion, would be likely to have a material
adverse effect on the Company's business, financial condition or results of
operations.

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MANAGEMENT

DIRECTORS, EXECUTIVE OFFICERS AND CERTAIN KEY PERSONNEL

The following table sets forth certain information regarding LAI's
executive officers, the persons who will serve as Directors following completion
of the Offering, and certain key personnel.

NAME AGE POSITION
- ---- --- --------

Robert L. Pearson(1)... 58 President and Chief Executive Officer, Director
Jack P. Wissman........ 45 Executive Vice President and Chief Administrative and Financial
Officer
John F. Johnson(1)..... 55 Chairman of the Board of Directors
Joe D. Goodwin(2)...... 51 Director, Managing Partner -- Atlanta, Tampa
Roderick C. Gow(3)..... 49 Director, Managing Partner -- New York, Boston, Stamford
John S. Rothschild(3).. 44 Director, Managing Partner -- Chicago
Ray J. Groves(1)....... 61 Director
Richard W. Pogue(3).... 69 Director
John C. Pope(2)........ 48 Director
Mark P. Elliott........ 51 Managing Partner -- Cleveland
Robert L. Golding...... 42 Managing Partner -- Houston
Thomas M. Watkins III.. 48 Managing Partner -- Dallas

- ---------------

(1) Term expires in fiscal 2000
(2) Term expires in fiscal 1998
(3) Term expires in fiscal 1999

Robert L. Pearson joined the Company in 1984 and has served as President
and Chief Executive Officer and a Director since 1995. Mr. Pearson served as
Executive Director with Russell Reynolds Associates, Inc. from 1982 until 1984.
He owned and was President of Pearson, Inc., an equipment manufacturing company,
from 1971 until 1982; was Vice President, Corporate Finance, of R. J. Financial
Corporation, a financial services holding company, from 1968 until 1970; and was
most recently an engagement manager with McKinsey & Company, Inc. from 1964
until 1968. Mr. Pearson holds an M.S. in Industrial Management from
Massachusetts Institute of Technology and a B.S.E.E. from Michigan State
University.

Jack P. Wissman joined the Company in 1981 and became Executive Vice
President and Chief Administrative and Financial Officer in 1997. He previously
served as Vice President and Chief Financial Officer of the Company. Mr. Wissman
has served as a Director since 1987, and his current term will expire upon
completion of the Offering. Prior to joining LAI, Mr. Wissman was a certified
public accountant with Arthur Andersen & Co. from 1974 until 1981. He holds a
B.S.B.A. in Accounting from Bowling Green State University.

John F. Johnson joined the Company in 1976 and has served as Chairman of
the Board of Directors since 1995. Mr. Johnson previously served as Executive
Vice President and President and Chief Executive Officer of LAI, as well as
Chairman of Amrop International. Mr. Johnson held various positions, including
Manager of Organization and Manpower, with General Electric Company from 1967
until 1976; and Industrial Relations Analyst with Ford Motor Company from 1964
until 1967. Mr. Johnson holds an M.B.A. from Columbia University and a B.A. in
Economics from Tufts University.

Joe D. Goodwin joined the Company in 1991, has been Managing Partner of
LAI's Atlanta and Tampa offices since 1992 and will become a Director upon
completion of the Offering. Mr. Goodwin held various positions, including
Partner and Managing Director, with SpencerStuart & Associates from 1982 until
1991. Mr. Goodwin also held various executive positions with McKinnis & Goodwin,
an executive search firm, from 1979 until 1982; with Burger King Corporation
from 1978 until 1979; and with Xerox Corporation from 1969 until 1978. Mr.
Goodwin holds a B.S. in Commerce and Business Administration from the University
of Alabama.

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Roderick C. Gow joined the Company and has served as Managing Partner of
LAI's New York office since 1995 and will become a Director upon completion of
the Offering. Mr. Gow also has operational responsibility for LAI's Boston and
Stamford offices. Mr. Gow held various positions, including Managing Director,
with Russell Reynolds Associates, Inc., an executive search firm, from 1983
until 1991 and then again from 1994 until 1995. Mr. Gow was Chief Executive
Officer of GKR Group, an executive search firm based in the United Kingdom, from
1991 until 1994; was Vice President with Barclays Bank Plc from 1978 until 1983;
and prior to that time served with the British Army. Mr. Gow holds an M.A. and a
B.A. from Trinity College, Cambridge University.

John S. Rothschild joined the Company and has served as Managing Partner of
LAI's Chicago office since 1996 and will become a Director upon completion of
the Offering. Mr. Rothschild held various positions, including Partner and
Director, with Heidrick and Struggles, Inc., an executive search firm, from 1989
until 1996. Mr. Rothschild held positions, including National Director, Human
Resources and Director, Human Resources Consulting Practice, with Grant Thornton
from 1981 until 1989. He served in various executive positions with American
Hospital Supply Corporation from 1978 until 1981; and with GATX Corporation from
1975 until 1978. Mr. Rothschild holds an M.S. in Industrial Relations from
Loyola University and a B.A. in Political Science from Lake Forest College.

Ray J. Groves will become a Director upon completion of the Offering. Mr.
Groves served as Chairman and Chief Executive Officer of Ernst & Young, an
international accounting and financial consulting firm, for 17 years prior to
his retirement in 1994. Mr. Groves also serves as Chairman of Legg Mason
Merchant Banking, Inc., and as a Director of Consolidated Natural Gas Company,
Electronic Data Systems Corporation, Marsh & McLennan Companies, Inc. and RJR
Nabisco, Inc.

Richard W. Pogue has served as an advisor to LAI's Board of Directors since
1995 and will become a Director upon completion of the Offering. Mr. Pogue has
served as Senior Advisor to Dix & Eaton, a public relations firm, since 1994.
Mr. Pogue held various positions with the law firm of Jones, Day, Reavis &
Pogue, from 1957 until retiring from his position as Senior Partner in 1994. Mr.
Pogue also serves as a Director of Derlan Industries Ltd., Continental Airlines,
Inc., OHM Corporation, M.A. Hanna Company, Redland PLC, Rotek Incorporated,
KeyCorp and TRW Inc. Mr. Pogue holds a bachelor's degree from Cornell University
and a law degree from the University of Michigan.

John C. Pope has served as an advisor to LAI's Board of Directors since
1995 and will become a Director upon completion of the Offering. Mr. Pope held
various positions, including President and Chief Operating Officer, of UAL
Corporation, owner of United Airlines, from 1988 until his retirement in 1994.
Prior to that time Mr. Pope spent 11 years with AMR Corporation in various
financial capacities, including Chief Financial Officer. Mr. Pope also serves as
Chairman of the Board of Directors of Motive Power Industries, Incorporated and
as a Director of Federal Mogul Corporation, Medaphis Corporation and Wallace
Computer Services, Inc. He holds a bachelor's degree from Yale University and an
M.B.A. from Harvard Business School.

CERTAIN KEY PERSONNEL

Mark P. Elliott joined the Company in 1993, has served as a Director since
1996 and recently became Managing Partner of the Company's Cleveland office. He
also was a consultant with the Company from 1988 until 1992. Mr. Elliott was a
Partner with Heidrick & Struggles, Inc., an executive search firm, from 1992
until 1993; Vice President of Executive Network Consultants, Inc. from 1985
until 1988; President of Performance Resources, Inc., a subsidiary of DDI, Inc.,
from 1983 until 1985; Vice President of Productivity Consulting for Maritz, Inc.
from 1977 until 1983; and an executive with General Electric Company from 1969
until 1977. Mr. Elliott pursued graduate studies in Industrial Psychology at the
University of Massachusetts and holds a B.S. in Business from The Ohio State
University.

Robert L. Golding joined the Company and has served as Managing Partner of
LAI's Houston office since 1995. Mr. Golding was Vice President of R. W. Hebel
Associates, an executive search firm, from 1989 until 1995. He was a Principal
Consultant with McGill Investments from 1987 until 1989; President and Chief
Executive Officer of Heritage National Bank, N.A. from 1986 until 1987; and held
various asset management, investment and lending related executive positions
with First Chicago Corporation and Texas Commerce

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Bancshares, Inc. (and Chemical Bank as its successor) from 1976 until 1985. Mr.
Golding holds an M.B.A. from Lake Forest School of Management and a B.S. in
Finance from the University of Illinois.

Thomas M. Watkins III joined the Company in 1987 and became Managing
Partner of LAI's Dallas office in 1996. Mr. Watkins was with Heidrick and
Struggles, Inc. from 1985 until 1987. He was Senior Vice President and Director
of Human Resources of BancTexas Dallas and BancTexas Services, Inc. from 1982
until 1985; Director, Employment and Employee Relations, of Blue Cross/Blue
Shield of Florida from 1980 until 1982; Senior Personnel Officer, Manager of
Employment Section, of First Union Corporation from 1979 until 1980; Personnel
Manager of Mallinckrodt Chemical Company from 1977 until 1979; Personnel
Representative of Texas Instruments, Inc. from 1976 until 1977; and Personnel
Manager of Gulf States Paper Corporation from 1973 until 1976. Mr. Watkins holds
a B.B.A. from the University of Kentucky.

CURRENT DIRECTORS

Messrs. Wissman and Elliott and the following individuals currently serve
on LAI's Board of Directors with terms expiring upon completion of the Offering.

Michael E. Brenner joined the Company in 1991 and has served as a Director
since 1993. Mr. Brenner held various positions, including Partner and Chief
Operating Officer, with Canny Bowen from 1986 until 1991; served as Senior Vice
President for PA International from 1983 until 1986; owned and was President of
Michael Brenner Associates, Inc., from 1973 until 1975 and from 1980 until 1983;
held various positions with Ernst & Young, including Manager and Principal, from
1975 until 1980; served as Executive Vice President with Anthony Kane, Inc. from
1972 until 1973; was an Associate Professor of Management at New York University
from 1969 until 1972; and held various positions with Bell Telephone
Laboratories from 1962 until 1969. Mr. Brenner holds a Doctorate of Engineering
from Johns Hopkins University and a B.S. in Industrial Management from
Massachusetts Institute of Technology.

Arthur J. Davidson joined the Company in 1993 and has served as a Director
since 1995. Mr. Davidson held various positions, including Senior Director and
Partner, with SpencerStuart & Associates, an executive search firm, from 1986
until 1993. He served in various capacities, including Vice President and
Director of Human Resources, with Tenneco Automotive from 1979 until 1986;
Director of Personnel for Seatrain Lines Inc. from 1977 until 1979; Director of
Human Resources at White Motor Corporation from 1972 until 1977; Corporate
Manager of Labor Relations at Midland Ross Corporation from 1970 until 1972;
Supervisor of Salaried Employment, Terex Division, General Motors Corporation
from 1966 until 1969; and Corporate Recruiter with Equitable Life Assurance
Society from 1963 until 1966. Mr. Davidson holds a B.A. in Economics from Ohio
Wesleyan University.

David W. Gallagher joined the Company in 1993 and has served as a Director
since 1995. Mr. Gallagher was a Managing Director of GKR Americas from 1990
until 1993; Vice President, National Chains, with Coca-Cola U.S.A. from 1986
until 1990; an executive with Pepsi-Cola Company from 1975 until 1986;
Merchandising Manager with Glenbrook Laboratories from 1973 until 1975; and an
Account Executive with Westvaco Corporation from 1970 until 1973. Mr. Gallagher
served in the U.S. Army from 1967 until 1970. He holds a B.S. in Business
Administration from the University of Charleston.

Harold E. Johnson joined the Company in 1996 and became a Director in 1997.
Mr. Johnson was a Managing Director with Norman Broadbent International, an
executive search firm, from 1992 until 1996; a Senior Officer with Korn/Ferry
International, an executive search firm, from 1988 until 1992; and Senior Vice
President, Human Resources and Corporate Administration with The Travelers
Companies from 1985 until 1988. Prior to 1985 Mr. Johnson held various executive
positions with American Can Company, Kennecott Copper Corporation, INA
Corporation (now CIGNA) and Federated Department Stores. Mr. Johnson holds a
B.S. in Business Administration from the University of Nebraska.

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BOARD OF DIRECTORS

Upon completion of the Offering, LAI will have eight Directors and will
seek to appoint a ninth Director. LAI's Board of Directors is divided into three
classes serving staggered terms of three years each, with one-third of LAI's
Board of Directors being elected each year.

COMMITTEES OF THE BOARD OF DIRECTORS

LAI's Board of Directors has established the following standing committees
effective upon completion of the Offering:

Audit Committee. The Audit Committee is responsible for reviewing with
management the financial controls, accounting and audit and reporting activities
of the Company. The Audit Committee reviews the qualifications of the Company's
independent auditors, makes recommendations to the Board of Directors regarding
the selection and engagement of independent auditors, reviews the scope, fees
and results of any audit, reviews non-audit services provided by and related
fees of the independent auditors, and reviews LAI's general policies and
procedures with respect to audits and accounting and financial controls. The
Audit Committee will consist of at least two Directors who are not employees of
LAI ("Non-Employee Directors"). Upon completion of the Offering, the members of
the Audit Committee will be Messrs. Groves, Pogue and Pope.

Compensation Committee. The Compensation Committee is responsible for
establishing compensation policies and administering all salary, bonus and
incentive compensation plans for LAI's officers and key employees. The
Compensation Committee also administers LAI's Omnibus Plan. The Compensation
Committee will consist of at least two Non-Employee Directors. Upon completion
of the Offering, the members of the Compensation Committee will be Messrs.
Groves, Pogue and Pope.

Nominating and Corporate Governance Committee. This Committee is
responsible for, among other things, recommending to the Board of Directors
management's nominees for election to the Board of Directors. It is presently
intended that this Committee always include at least two Directors who also are
employees of LAI. Upon completion of the Offering, the members of the Nominating
and Corporate Governance Committee will be Messrs. John F. Johnson, Pearson,
Pogue and Pope.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The Board of Directors has established a Compensation Committee effective
upon completion of the Offering. The Board of Directors has not previously had a
Compensation Committee and the functions of the Compensation Committee
historically have been performed by the Board of Directors. See "-- Committees
of the Board of Directors -- Compensation Committee."

DIRECTOR COMPENSATION

Non-Employee Directors will receive $1,000 for each meeting of the Board of
Directors attended and $1,000 for each meeting of a committee of the Board of
Directors attended. Non-Employee Directors who serve as Chairman of a committee
of the Board of Directors will receive an additional $500 for each meeting
chaired. In addition, Non-Employee Directors will receive an annual retainer fee
of $12,000, to be paid quarterly. Non-Employee Directors may make an annual
election to defer receipt of all or a portion of the retainer and meeting fees
and to have such deferral credited in the form of either cash or stock
appreciation rights in accordance with LAI's Directors' Deferral Plan (the
"Directors' Deferral Plan"). Directors who opt for the stock appreciation right
alternative will receive a 25% premium in stock appreciation rights. Fees
deferred under the cash deferral alternative will earn interest as determined
under the Directors' Deferral Plan. Directors also are reimbursed for reasonable
travel expenses to and from meetings of the Board of Directors and committees.
Directors who are employees of the Company will not receive compensation for
serving as Directors.

The Company will grant to each Non-Employee Director, upon initial
appointment to the Board of Directors, a stock option to purchase 5,000 shares
of Common Stock pursuant to LAI's Non-Employee Directors' Stock Plan (the
"Directors' Stock Plan"). Messrs. Groves, Pogue and Pope will become members of
the Board of Directors immediately after completion of the Offering and
accordingly at that time will be granted stock options

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to acquire an aggregate of 15,000 shares of Common Stock. In addition, as of the
date of each annual meeting of the Company's stockholders, the Company will
grant to each Non-Employee Director who is then reelected or who is continuing
as a member of the Board of Directors a stock option to purchase 5,000 shares of
Common Stock. The exercise price of each stock option will be equal to the
market price of Common Stock on the date the stock option is granted, except
that the exercise price for the stock options to be granted under the Directors'
Stock Plan immediately after completion of the Offering will be equal to the
initial public offering price. Stock options issued under the Directors' Stock
Plan generally will vest fully on the first anniversary of the date of grant and
expire after five years. An aggregate of 80,000 shares of Common Stock are
reserved for issuance under the Directors' Stock Plan.

EXECUTIVE COMPENSATION

The following table sets forth certain information concerning compensation
earned by the Company's two executive officers for services rendered to LAI
during fiscal 1997. There were no stock options granted, exercised or
outstanding at any time during fiscal 1997.

SUMMARY COMPENSATION TABLE

ANNUAL COMPENSATION
----------------------------------------------------
OTHER ANNUAL ALL OTHER
NAME AND PRINCIPAL POSITION SALARY BONUS(1) COMPENSATION COMPENSATION(2)
- --------------------------- -------- -------- ------------ ---------------

Robert L. Pearson,........................ $250,000 $902,238 $8,465 $22,500
President and Chief Executive Officer
Jack P. Wissman,.......................... 130,000 279,102 4,419 22,500
Executive Vice President and
Chief Administrative and Financial
Officer

- ---------------

(1) Consists of performance-based bonuses based upon individual achievement and
LAI's financial performance for fiscal 1997.
(2) Consists of contributions made by LAI to its Profit Sharing Plan. See
"-- Incentive and Benefit Plans."

INCENTIVE AND BENEFIT PLANS

1997 Omnibus Stock and Incentive Plan. LAI has adopted the 1997 Omnibus
Stock and Incentive Plan (the "Omnibus Plan") that will become effective upon
the completion of the Offering. Under the Omnibus Plan, incentive stock options,
nonqualified stock options, stock appreciation rights, performance units,
performance shares, restricted stock, restricted stock units and stock not
subject to restrictions may be granted from time to time to reward employees for
outstanding performance; however, it is anticipated that such incentives will
not be routinely granted as part of annual consultant compensation, which
continues to be predominantly cash-based. The exercise price of stock options
granted will be determined by the Committee administering the Omnibus Plan,
which price may be less than the fair market value of the shares of Common Stock
on the dates the stock options are granted. Generally, incentive stock options,
nonqualified stock options, restricted stock and restricted stock units will
vest each year beginning on the first anniversary of the date of grant at 25%
per year and will expire after 10 years. The Committee may condition awards upon
satisfaction of performance targets. An aggregate of 950,000 shares of Common
Stock are reserved for issuance under the Omnibus Plan. The Compensation
Committee will administer the Omnibus Plan and make the determination as to the
grant of awards thereunder.

Immediately after completion of the Offering, the Board of Directors
intends to grant under the Omnibus Plan stock options to acquire 421,500 shares
of Common Stock at an exercise price equal to the initial public offering price
per share and 67,500 shares of Common Stock at an exercise price equal to $7.50
per share. The stock options with an exercise price below the initial public
offering price will be granted to certain consultants recently hired as or
promoted to partners who, if the Offering had not then been under contemplation,
would have

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received shares of Common Stock at the time they were hired or promoted. The
Board of Directors intends to grant such options at a lower exercise price in
recognition of the delayed grants resulting from the Offering.

Profit Sharing Plan. LAI maintains a profit sharing plan (the "Profit
Sharing Plan"), a defined contribution plan established pursuant to and under
Section 401(a) of the Internal Revenue Code of 1986, as amended (the "Code").
Each year, the Board of Directors determines the amount that LAI will contribute
to the Profit Sharing Plan for that plan year; contributions by participants
(other than amounts transferred by participants from other retirement plans) are
not permitted. Contributions are allocated to participants' accounts in
proportion to the participants' total compensation, subject to limitations
thereon imposed by the Code. Participants may elect among several investment
vehicles selected by the plan administrator as to how their accounts under the
Profit Sharing Plan will be invested. Participants vest in their accounts at the
rate of 25% per year after completion of one year of service. In connection with
the Offering and from time to time thereafter, participants will be entitled to
direct the trustees of the Profit Sharing Plan to invest a portion of their
Profit Sharing Plan account balances in Common Stock. See "Underwriting."

Deferred Compensation Plan. LAI maintains a deferred compensation plan
(the "Deferred Compensation Plan") for its executive employees. The Board of
Directors or a Committee appointed by the Board is authorized to determine who
shall be eligible to participate in the Deferred Compensation Plan, although
historically all consultants have been eligible to participate. Each year,
eligible participants may elect to defer under the Deferred Compensation Plan a
specified amount or percentage of their compensation for payment at a specified
future date or upon termination of employment with or retirement from LAI, as
directed by each participant. The Company pays interest on amounts deferred
under the Deferred Compensation Plan at a rate, currently 9% per annum,
established each year by the Board of Directors in its discretion. Participants
are fully vested in their accounts. LAI does not match employee contributions to
the Deferred Compensation Plan. See Note 7 to the Financial Statements.

1997 Employee Stock Purchase Plan. The Company has adopted its 1997
Employee Stock Purchase Plan (the "ESPP") that will become effective upon the
completion of the Offering. Under the ESPP, which is intended to qualify under
the provisions of Section 423 of the Code, eligible employees will be given the
right to purchase shares of Common Stock generally two times a year. The per
share purchase price under the ESPP will be 85% of the market price of the
Common Stock immediately prior to the first day of each exercise period or,
during the first exercise period, 85% of the lesser of the market price
immediately prior to the first day of such exercise period or the market price
at the close of such period. During each exercise period, an eligible employee
will be entitled to purchase up to that number of shares of Common Stock the
aggregate purchase price of which under the ESPP does not exceed 3% of the
employee's annual compensation. An aggregate of 200,000 shares of Common Stock
have been reserved for issuance under the ESPP. Shares issued under the ESPP may
be newly issued shares or shares purchased by the Company in the open market.

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PRINCIPAL STOCKHOLDERS

The following table sets forth certain information concerning the
beneficial ownership of the Common Stock as of the date of this Prospectus and
as adjusted to reflect the sale of shares offered hereby by (i) each person
known by LAI to own beneficially more than 5% of the outstanding Common Stock,
(ii) each person who will be a Director of LAI upon completion of the Offering,
(iii) each named executive officer and (iv) all officers and such persons who
will become Directors as a group. Each person named below has an address in care
of LAI's headquarters in New York, NY.

BENEFICIAL OWNERSHIP(1)(2)
----------------------------------
PERCENTAGE
------------------------
PRIOR TO THE AFTER THE
NAME SHARES OFFERING OFFERING
- ---- ------- ------------ ---------

Robert L. Pearson(3)....................................... 200,000 6.6% 4.0%
Jack P. Wissman(3)......................................... 115,000 3.8 2.3
John F. Johnson(3)......................................... 200,000 6.6 4.0
Joe D. Goodwin(3).......................................... 120,000 4.0 2.4
Roderick C. Gow(3)......................................... 100,000 3.3 2.0
John S. Rothschild......................................... 100,000 3.3 2.0
Ray J. Groves(4)........................................... -- -- --
Richard W. Pogue(4)........................................ -- -- --
John C. Pope(4)............................................ -- -- --
David W. Palmlund III(3)................................... 180,000 6.0 3.6
All executive officers and persons to be Directors as a
group (9 persons)........................................ 835,000 27.6 16.7

- ---------------

(1) Beneficial ownership of shares, as determined in accordance with applicable
Securities and Exchange Commission rules, includes shares as to which a
person has or shares sole voting power and/or investment power. Except as
otherwise indicated, all shares are held of record with sole voting and
investment power.
(2) Excludes shares that may be purchased in the Offering. See "Underwriting."
(3) Excludes 15,000, 5,000, 15,000, 10,000, 10,000 and 5,000 shares of Common
Stock issuable to Messrs. Pearson, Wissman, Johnson, Goodwin, Gow and
Palmlund, respectively, on the exercise of stock options, which will be
granted immediately after completion of the Offering under the Omnibus Plan,
at an exercise price equal to the initial public offering price.
(4) Excludes 5,000 shares of Common Stock issuable to each of Messrs. Groves,
Pogue and Pope on the exercise of stock options which will be granted
immediately after completion of the Offering under the Directors' Stock
Plan, at an exercise price equal to the initial public offering price.

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CERTAIN TRANSACTIONS

The Company issues and sells Common Stock from time to time to newly hired
or promoted partners, who sign subscription agreements evidencing the
consideration therefor. Consideration for such shares must be paid to the
Company within one year and may be paid with the proceeds of installment loans
partners may obtain under a bank credit facility maintained by the Company (the
"Facility"). Each loan under the Facility is secured by a pledge of a portion of
the Common Stock purchased and is guaranteed by the Company. Arthur J. Davidson,
Roderick C. Gow, Joe D. Goodwin and Harold E. Johnson have obtained loans under
the Facility in aggregate principal amounts of approximately $90,000, $146,000,
$148,000 and $76,000, respectively. As of February 28, 1997, amounts outstanding
under such loans were approximately $75,000, $125,000, $80,000 and $67,000,
respectively. Messrs. Davidson and Johnson are current Directors whose terms
will expire upon completion of the Offering and Messrs. Gow and Goodwin will
become Directors upon completion of the Offering. The Company expects to obtain
a release of its guarantee under the Facility effective upon completion of the
Offering.

During fiscal 1997, the Company issued and sold 100,000 and 50,000 shares
of Common Stock to John S. Rothschild and Harold E. Johnson, respectively, for
aggregate consideration of approximately $154,000 and $76,000, respectively. Mr.
Rothschild will become a Director upon completion of the Offering. Mr. Johnson
executed a subscription agreement for his shares and in fiscal 1997 paid the
amount due thereunder with the proceeds of a loan he obtained under the
Facility.

See "Description of Capital Stock -- Indemnification and Limitation of
Liability for Directors and Officers" for information regarding indemnification
agreements which LAI intends to enter into with its directors and certain
officers.

DESCRIPTION OF CAPITAL STOCK

GENERAL

LAI reincorporated from Delaware to Florida on June 3, 1997 and, upon
completion of the Offering, intends to amend and restate its Articles of
Incorporation and Bylaws. References in this Prospectus to LAI's Articles of
Incorporation or Bylaws are references to such documents as they will be amended
and restated in connection with the Offering. LAI has authority under its
Articles of Incorporation to issue up to 35,000,000 shares of Common Stock and
up to 3,000,000 shares of Preferred Stock (the "Preferred Stock").

COMMON STOCK

Subject to any preferential rights of any Preferred Stock created by the
Board of Directors, each outstanding share of Common Stock is entitled to such
dividends, if any, as may be declared from time to time by the Board. See
"Dividend Policy." Each outstanding share is entitled to one vote on all matters
submitted to a vote of stockholders. Holders of Common Stock do not have any
preemptive right to subscribe to any securities of LAI of any kind or class. In
the event of liquidation, dissolution or winding up of LAI, holders of Common
Stock are entitled to receive on a pro rata basis any assets remaining after
provision for payment of creditors and after payment of any liquidation
preferences to holders of Preferred Stock.

PREFERRED STOCK

Preferred Stock is available for issuance from time to time in one or more
series at the discretion of the Board of Directors without stockholder approval.
The Board of Directors has the authority to prescribe for each series of
Preferred Stock it establishes the number of shares, the voting rights (if any)
to which such shares are entitled, and the designations, powers, preferences and
relative, participating, optional or other special rights, qualifications,
limitations or restrictions of such shares. Depending upon the rights of such
Preferred Stock, the issuance of Preferred Stock could have an adverse effect on
holders of Common Stock by delaying or preventing a change in control of LAI,
making removal of the present management of LAI more difficult or resulting in
restrictions upon the payment of dividends and other distributions to the
holders of Common Stock.

FLORIDA BUSINESS CORPORATION ACT

The Company will be subject to several anti-takeover provisions under
Florida law that apply to a public corporation organized under Florida law
unless the corporation has elected to opt out of such provisions in its Articles
of Incorporation or (depending on the provision in question) its Bylaws. LAI has
not elected to opt out of these provisions. The Florida Business Corporation Act
(the "Florida Act") contains a provision that prohibits

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the voting of shares in a publicly held Florida corporation which are acquired
in a "control share acquisition" unless the holders of a majority of the
corporation's voting shares (exclusive of shares held by officers of the
corporation, inside directors or the acquiring party) approve the granting of
voting rights as to the shares acquired in the control share acquisition. A
"control share acquisition" means an acquisition that immediately thereafter
entitles the acquiring party to vote in the election of directors within any of
the following ranges of voting power: (i) one-fifth or more but less than one
third of such voting power, (ii) one third or more but less than a majority of
such voting power and (iii) more than a majority of such voting power.

The Florida Act also contains an "affiliated transaction" provision that
prohibits a publicly-held Florida corporation from engaging in a broad range of
business combinations or other extraordinary corporate transactions with an
"interested stockholder" unless (i) the transaction is approved by a majority of
disinterested directors before the person becomes an interested stockholder,
(ii) the interested stockholder has owned at least 80% of the corporation's
outstanding voting shares for at least five years, or (iii) the interested
stockholder is the beneficial owner of at least 90% of the corporation's
outstanding voting shares, exclusive of those shares acquired by the interested
stockholder directly from the corporation in a transaction approved by a
majority of the disinterested directors. An interested stockholder is defined as
a person who together with affiliates and associates beneficially owns more than
10% of the corporation's outstanding voting shares.

PROVISIONS OF ARTICLES OF INCORPORATION AND BYLAWS AFFECTING CHANGES IN CONTROL

Certain provisions of the Company's Articles of Incorporation and Bylaws
may delay or make more difficult unsolicited acquisitions or changes of control
of LAI. Such provisions may enable LAI to develop its business in a manner that
will foster its long-term growth without disruption caused by the threat of a
takeover not deemed by its Board of Directors to be in the best interests of LAI
and its stockholders. Such provisions could have the effect of discouraging
third parties from making proposals involving an unsolicited acquisition or
change of control of LAI, although such proposals, if made, might be considered
desirable by a majority of LAI's stockholders. Such provisions may also have the
effect of making it more difficult for third parties to cause the replacement of
the current Board of Directors of LAI. These provisions include (i) the
availability of capital stock for issuance from time to time at the discretion
of the Board of Directors, (ii) a classified Board of Directors, (iii)
prohibition against stockholders acting by written consent in lieu of a meeting,
(iv) limitations on calling meetings of stockholders, (v) requirements for
advance notice for raising business or making nominations at stockholders'
meetings and (vi) the ability of the Board of Directors to increase the size of
the Board of Directors and to appoint directors to newly created directorships.
These provisions are present in the Articles of Incorporation or Bylaws of LAI.

INDEMNIFICATION AND LIMITATION OF LIABILITY FOR DIRECTORS AND OFFICERS

The LAI Bylaws provide that LAI shall have the power, but generally not the
obligation, to indemnify directors and officers to the fullest extent permitted
by the laws of the State of Florida. LAI intends to enter into indemnification
agreements with all of its executive officers and directors creating certain
indemnification obligations on LAI's part in favor of the directors and
executive officers. These indemnification agreements clarify and expand the
circumstances under which a director or executive officer will be indemnified.

The indemnification rights conferred by the Bylaws and indemnification
agreements are not exclusive of any other right, under the Florida Act or
otherwise, to which a person seeking indemnification may otherwise be entitled.
LAI also intends to provide liability insurance for the directors and officers
for certain losses arising from claims or charges made against them while acting
in their capacities as directors or officers.

The effect of such indemnification arrangements may be to exempt or limit
the liability of such executive officers and directors to LAI or its
stockholders for monetary damages for breach of fiduciary duty to LAI, except to
the extent such exemption or limitation is not permitted under the Florida Act
as the same exists or may hereafter be amended.

TRANSFER AGENT

The transfer agent and registrar of the Company's Common Stock is
ChaseMellon Shareholder Services, L.L.C.

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SHARES ELIGIBLE FOR FUTURE SALE

A substantial number of shares of Common Stock already outstanding, or
issuable on exercise of options under the Omnibus Plan and the Directors' Stock
Plan, are or will be eligible for future sale in the public market at prescribed
times pursuant to Rule 144 or Rule 701 under the Securities Act.

Upon completion of the Offering, LAI will have 5,025,000 shares of Common
Stock outstanding and will have granted options to purchase another 504,000
shares of Common Stock. Of these shares, the 2,000,000 shares of Common Stock
sold in the Offering (2,300,000 shares if the Underwriters' over-allotment
option is exercised in full) will be freely tradeable by persons other than
"affiliates" of LAI, without restriction under the Securities Act. The remaining
3,025,000 shares of Common Stock will be "restricted" securities within the
meaning of Rule 144 under the Securities Act and may not be sold in the absence
of registration under the Securities Act unless an exemption from registration
is available, including the exemptions contained in Rule 144. Of this amount,
commencing 90 days after the date of this Prospectus, 3,000,000 shares will be
eligible for public sale pursuant to Rule 144, of which approximately 1,700,000
shares will be eligible for sale without regard to the volume restrictions
discussed below. All current stockholders of LAI, however, have agreed not to
sell, contract to sell or otherwise dispose of any shares of Common Stock
currently owned by them for a period of two years after the date of this
Prospectus without the prior written consent of Robert W. Baird & Co.
Incorporated.

In general, under Rule 144 as currently in effect, a person (or persons
whose shares are aggregated) who has beneficially owned his or her shares of
Common Stock for at least one year (including the prior holding period of any
prior owner other than an affiliate of LAI) is entitled to sell within any
three-month period that number of shares which does not exceed the greater of 1%
of the outstanding shares of Common Stock or the average weekly trading volume
during the four calendar weeks preceding each such sale. Sales under Rule 144
also are subject to certain manner of sale provisions, notice requirements and
the availability of current public information about LAI. A person (or persons
whose shares are aggregated) who is not or has not been deemed an affiliate of
LAI for at least three months and who has beneficially owned shares for at least
two years (including the holding period of any prior owner other than an
affiliate) would be entitled to sell such shares under Rule 144 without regard
to the limitations discussed above. Rule 144 defines "affiliate" of a company as
a person that directly, or indirectly through one or more intermediaries,
controls, or is controlled by, or is under common control with, such company.
Affiliates of a company generally include its directors, executive officers and
principal stockholders.

Sales of such shares in the public market, or the perception that such
sales may occur, could adversely affect the market price of the Common Stock or
impair LAI's ability to raise additional capital in the future through the sale
of equity securities.

37
38

UNDERWRITING

Subject to the terms and conditions set forth in the Underwriting
Agreement, LAI has agreed to sell to each of the Underwriters named below, and
each of the Underwriters for whom Robert W. Baird & Co. Incorporated and William
Blair & Company, L.L.C. are acting as representatives has severally agreed to
purchase from LAI, the respective number of shares of Common Stock set forth
opposite its name below:

NUMBER OF
UNDERWRITERS SHARES
- ------------ ---------

Robert W. Baird & Co. Incorporated.......................... 650,000
William Blair & Company, L.L.C.............................. 650,000
Advest, Inc................................................. 35,000
George K. Baum & Company.................................... 35,000
J.C. Bradford & Co.......................................... 35,000
Dain Bosworth Incorporated.................................. 35,000
EVEREN Securities, Inc...................................... 35,000
Hanifen, Imhoff Inc......................................... 35,000
J.J.B. Hillard, W. L. Lyons, Inc............................ 35,000
Janney Montgomery Scott, Inc................................ 35,000
McDonald & Company Securities, Inc.......................... 35,000
Morgan Keegan & Company, Inc................................ 35,000
Ragen MacKenzie & Incorporated.............................. 35,000
Rauscher Pierce Refsnes, Inc................................ 35,000
The Robinson-Humphrey Company, Inc.......................... 35,000
Roney & Company LLC......................................... 35,000
Scott & Stringfellow, Inc................................... 35,000
Stephens Inc................................................ 35,000
Stifel, Nicolaus & Company, Incorporated.................... 35,000
Tucker Anthony Incorporated................................. 35,000
Unterberg Harris............................................ 35,000
Wheat First Butcher Singer.................................. 35,000
---------
Total............................................. 2,000,000
=========

In the Underwriting Agreement, the Underwriters have agreed, subject to the
terms and conditions set forth therein, to purchase all 2,000,000 shares of
Common Stock offered hereby, other than those shares of Common Stock covered by
the over-allotment option granted to the Underwriters, if any such Common Stock
are purchased.

LAI has been advised that the Underwriters propose to offer Common Stock to
the public at the public offering price set forth on the cover page of this
Prospectus and to certain dealers at such price, less a concession not in excess
of $0.49 per share. The Underwriters may allow and dealers may re-allow a
concession not in excess of $0.10 per share to other dealers. After the shares
of Common Stock are released for sale to the public, the offering price and
other selling terms may be changed by the Underwriters.

All of LAI's current stockholders have agreed not to sell, contract to sell
or otherwise dispose of any shares of Common Stock currently owned by them for a
period of two years after the date of this Prospectus without the prior written
consent of Robert W. Baird & Co. Incorporated. See "Shares Eligible for Future
Sale." Additionally, the Company has agreed, for a period of 180 days after the
date of this Prospectus, not to sell, contract to sell or otherwise dispose of
any shares of Common Stock without the prior written consent of Robert W. Baird
& Co. Incorporated, other than shares of Common Stock issued in the Offering,
under the ESPP, or upon exercise of stock options granted pursuant to the
Omnibus Plan or the Directors' Stock Plan. See "Management -- Incentive and
Benefit Plans."

Prior to the Offering, there has been no public market for the Common
Stock. The initial public offering price for the Common Stock was determined by
negotiation among LAI and the Underwriters. The factors

38
39

considered in determining the initial public offering price included the history
of and prospects for the business in which LAI operates, past and present
revenue and earnings of LAI and the trends of and prospects for such earnings,
the general condition of the securities markets at the time of the Offering and
the demand for similar securities of reasonably comparable companies, and an
assessment of LAI's management and the consideration of the above factors in
relation to market valuation of companies in related businesses. There can be no
assurance, however, that the prices at which the Common Stock will sell in the
public market after the Offering will not be lower than the initial public
offering price.

The Underwriting Agreement provides that each of LAI and the Underwriters
will indemnify the other against certain liabilities under the Securities Act or
contribute to payments the other may be required to make in respect thereof.

The Common Stock has been approved for listing on the Nasdaq National
Market under the symbol "LAIX".

LAI has granted to the Underwriters an option, exercisable within 30 days
after the date of the Offering, to purchase up to an additional 300,000 shares
of Common Stock to cover over-allotments, at the same price per share to be paid
by the Underwriters for the other shares offered hereby. If the Underwriters
purchase any such additional shares pursuant to this option, each of the
Underwriters will be committed to purchase such additional shares in
approximately the same proportion as set forth in the above table. The
Underwriters may purchase such shares only to cover over-allotments, if any, in
connection with the Offering.

In connection with the Offering, the Underwriters may purchase and sell the
Common Stock in the open market, which transactions may include over-allotment
and stabilizing transactions and purchases to cover syndicate short positions
created by the Underwriters in connection with the Offering. Stabilizing
transactions consist of certain bids or purchases for the purpose of preventing
or retarding a decline in the market price of the Common Stock, and syndicate
short positions involve the sale by the Underwriters of a greater number of
shares of Common Stock than they are required to purchase from the Company in
the Offering. The Underwriters also may impose a penalty bid, whereby selling
concessions allowed to syndicate members or other broker-dealers in respect of
the securities sold in the Offering for their account may be reclaimed by the
syndicate if such securities are repurchased by the syndicate in stabilizing or
covering transactions. These activities may stabilize, maintain or otherwise
affect the market price of the Common Stock, which may be higher than the price
that might otherwise prevail in the open market; and these activities, if
commenced, may be discontinued at any time. These transactions may be effected
on the Nasdaq National Market, in the over-the-counter market or otherwise.

At the request of the Company, the Underwriters have reserved approximately
70,000 shares of the Common Stock offered hereby for sale at the initial public
offering price to the trustees of the Company's Profit Sharing Plan pursuant to
the directions and for the accounts of participants in the Profit Sharing Plan
("Participants"). The Profit Sharing Plan was recently amended in contemplation
of the Offering to enable Participants to direct the investment of up to 10% of
their account balances in Common Stock. Prior to the Offering, such investment
would not have been permitted. Participants will be given a copy of this
Prospectus and a supplement explaining the procedures for directing the Profit
Sharing Plan trustees to invest a portion of their account balances in the
Common Stock and describing certain other matters regarding the Profit Sharing
Plan. To participate in the Offering, Participants will be required to advise
the trustees of the Profit Sharing Plan of the amount of their account balances
that they wish to be used to purchase Common Stock and which current investments
should be liquidated to fund such purchase. The Underwriters also have reserved
up to 150,000 shares for sale at the initial public offering price to certain
consultants, employees, clients and other persons associated with LAI. The
number of shares of Common Stock available for sale to the general public will
be reduced to the extent the trustee of the Profit Sharing Plan or any of such
persons purchase such reserved shares. Any reserved shares not so purchased will
be offered by the Underwriters to the general public on the same basis as the
other shares of Common Stock offered hereby.

39
40

LEGAL MATTERS

The validity of the shares of Common Stock offered hereby will be passed
upon for LAI by Trenam, Kemker, Scharf, Barkin, Frye, O'Neill & Mullis,
Professional Association, Tampa, Florida. Certain legal matters in connection
with the Offering will be passed upon for the Underwriters by Neal, Gerber &
Eisenberg, Chicago, Illinois.

EXPERTS

The Financial Statements and Notes thereto included in this Prospectus and
the Registration Statement have been audited by Arthur Andersen LLP, independent
auditors, as stated in their report appearing herein, and are included in
reliance upon the report of such firm given upon their authority as experts in
accounting and auditing.

ADDITIONAL INFORMATION

LAI has filed with the Securities and Exchange Commission (the
"Commission") a registration statement on Form S-1 (herein, together with all
amendments and exhibits, referred to as the "Registration Statement") under the
Securities Act. This Prospectus does not contain all of the information set
forth in the Registration Statement, certain parts of which are omitted in
accordance with the rules and regulations of the Commission. For further
information, reference is hereby made to the Registration Statement. Statements
contained in this Prospectus as to the contents of any contract or other
document are not necessarily complete, and in each such instance reference is
made to the copy of such contract or document filed as an exhibit to the
Registration Statement, each such statement being qualified in all respects by
such reference. As a result of the Offering, LAI will become subject to the
informational requirements of the Exchange Act, and in accordance therewith will
file reports, proxy statements and other information with the Commission. The
Registration Statement, as well as all periodic reports and other information
filed by LAI pursuant to the Exchange Act, may be inspected and copied at the
public reference facilities maintained by the Commission at 450 Fifth Street NW,
Washington, D.C. 20549, and at the regional offices of the Commission located at
7 World Trade Center, 7th Floor, New York, New York 10048 and Citicorp Center,
500 Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such
materials may be obtained from the World Wide Web site that the Commission
maintains at http://www.sec.gov and from the Public Reference Section of the
Commission, 450 Fifth Street, NW, Washington, D.C. 20549, at prescribed rates.

40
41

INDEX TO FINANCIAL STATEMENTS

Report of Independent Certified Public Accountants.......... F-2
Financial Statements
Balance Sheets............................................ F-3
Statements of Operations.................................. F-4
Statements of Stockholders' Equity........................ F-5
Statements of Cash Flows.................................. F-6
Notes to Financial Statements............................. F-7

F-1
42

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Board of Directors of
Lamalie Associates, Inc.:

We have audited the accompanying balance sheets of Lamalie Associates, Inc.
(a Florida corporation) as of February 29, 1996 and February 28, 1997, and the
related statements of operations, stockholders' equity and cash flows for each
of the three years in the period ended February 28, 1997. 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 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 audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Lamalie Associates, Inc. as
of February 29, 1996 and February 28, 1997, and the results of its operations
and its cash flows for each of the three years in the period ended February 28,
1997, in conformity with generally accepted accounting principles.

/s/ ARTHUR ANDERSEN LLP

Tampa, Florida
April 11, 1997
(except with respect to the matters discussed in
Note 9, as to which the date is June 3, 1997)

F-2
43

LAMALIE ASSOCIATES, INC.

BALANCE SHEETS

FEBRUARY 29, FEBRUARY 28,
1996 1997
------------ ------------

ASSETS:
Current assets:
Cash and cash equivalents.............................. $ 2,529,000 $ 1,662,310
Accounts receivable, less allowance of $625,000 and
$890,000 for doubtful accounts, respectively......... 9,878,334 14,392,406
Prepaid expenses....................................... 321,623 653,152
Employee receivables................................... 59,962 49,872
Income taxes receivable................................ -- 57,964
Other current assets................................... -- 175,000
----------- -----------
Total current assets................................. 12,788,919 16,990,704
----------- -----------
Property and equipment, net............................... 3,126,559 4,184,295
Deferred tax assets....................................... 1,038,906 1,957,963
Other assets.............................................. 1,345,196 2,428,243
----------- -----------
Total assets.............................................. $18,299,580 $25,561,205
=========== ===========

LIABILITIES AND STOCKHOLDERS' EQUITY:
Current liabilities:
Accounts payable....................................... $ 2,048,263 $ 1,914,078
Accrued compensation................................... 9,878,760 13,254,785
Income taxes payable................................... 1,088,079 --
Deferred tax liabilities............................... -- 643,278
Current maturities of long-term debt................... 63,186 386,801
Other current liabilities.............................. 195,808 175,148
----------- -----------
Total current liabilities............................ 13,274,096 16,374,090
----------- -----------
Accrued rent.............................................. 506,845 1,038,009
Long-term debt, less current maturities................... -- 1,649,828
Deferred compensation..................................... 2,009,628 3,871,939
----------- -----------
Commitments and contingencies.............................
Stockholders' equity:
Preferred stock, $0.01 par value; 3,000,000 shares
authorized; no shares issued and outstanding......... -- --
Common stock, $0.01 par value; 35,000,000 shares
authorized; 2,790,000 and 3,075,000 shares issued and
outstanding, respectively............................ 27,900 30,750
Additional paid-in capital............................. 3,651,086 4,086,832
Subscriptions receivable............................... (399,109) (152,331)
Accumulated deficit.................................... (770,866) (1,337,912)
----------- -----------
Total stockholders' equity........................... 2,509,011 2,627,339
----------- -----------
Total liabilities and stockholders' equity................ $18,299,580 $25,561,205
=========== ===========

The accompanying notes are an integral part of these statements.

F-3
44

LAMALIE ASSOCIATES, INC.

STATEMENTS OF OPERATIONS

YEAR ENDED
------------------------------------------
FEBRUARY 28, FEBRUARY 29, FEBRUARY 28,
1995 1996 1997
------------ ------------ ------------

Fee revenue, net.................................. $28,261,892 $35,088,207 $46,437,009
Operating expenses:
Compensation and benefits....................... 23,991,044 30,693,159 39,928,392
General and administrative expenses............. 2,332,570 4,467,430 6,684,502
----------- ----------- -----------
Total operating expenses..................... 26,323,614 35,160,589 46,612,894
----------- ----------- -----------
Operating income (loss)........................... 1,938,278 (72,382) (175,885)
----------- ----------- -----------
Interest income................................... 121,834 116,539 124,708
Interest expense.................................. (127,710) (156,649) (500,519)
----------- ----------- -----------
Net interest income (expense)................ (5,876) (40,110) (375,811)
----------- ----------- -----------
Income (loss) before provision for income taxes... 1,932,402 (112,492) (551,696)
Provision for income taxes........................ 671,000 89,925 15,350
----------- ----------- -----------
Net income (loss)................................. $ 1,261,402 $ (202,417) $ (567,046)
=========== =========== ===========
Net income (loss) per share....................... $ 0.51 $ (0.07) $ (0.18)
=========== =========== ===========
Weighted average shares outstanding............... 2,497,000 2,921,000 3,199,000
=========== =========== ===========
Pro forma income data (unaudited):
Pro forma provision for income taxes............ 140,000
-----------
Pro forma net income (loss)..................... $ 1,121,402
===========

The accompanying notes are an integral part of these statements.

F-4
45

LAMALIE ASSOCIATES, INC.

STATEMENTS OF STOCKHOLDERS' EQUITY

COMMON STOCK ADDITIONAL TOTAL
-------------------- PAID-IN SUBSCRIPTIONS ACCUMULATED STOCKHOLDERS'
SHARES AMOUNT CAPITAL RECEIVABLE DEFICIT EQUITY
---------- ------- ---------- ------------- ----------- -------------

BALANCE AS OF FEBRUARY 28,
1994........................ 1,906,000 $19,060 $2,330,057 $ (28,026) $ (200,012) $ 2,121,079
Issuance of common stock...... 372,000 3,720 505,869 (506,096) -- 3,493
Reduction of subscriptions
receivable from
stockholders................ -- -- -- 461,856 -- 461,856
Distributions to
stockholders................ -- -- -- -- (1,523,100) (1,523,100)
Contribution of undistributed
S corporation earnings to
additional paid-in
capital..................... -- -- 106,739 -- (106,739) --
Net income.................... -- -- -- -- 1,261,402 1,261,402
---------- ------- ---------- ---------- ----------- -----------
BALANCE AS OF FEBRUARY 28,
1995........................ 2,278,000 22,780 2,942,665 (72,266) (568,449) 2,324,730
Redemption of common stock.... (100,000) (1,000) (135,977) -- -- (136,977)
Issuance of common stock...... 612,000 6,120 844,398 (850,518) -- --
Reduction of subscriptions
receivable from
stockholders................ -- -- -- 523,675 -- 523,675
Net loss...................... -- -- -- -- (202,417) (202,417)
---------- ------- ---------- ---------- ----------- -----------
BALANCE AS OF FEBRUARY 29,
1996........................ 2,790,000 27,900 3,651,086 (399,109) (770,866) 2,509,011
Redemption of common stock.... (345,000) (3,450) (508,181) -- -- (511,631)
Issuance of common stock...... 630,000 6,300 943,927 (950,227) -- --
Reduction of subscriptions
receivable from
stockholders................ -- -- -- 1,197,005 -- 1,197,005
Net loss...................... -- -- -- -- (567,046) (567,046)
---------- ------- ---------- ---------- ----------- -----------
BALANCE AS OF FEBRUARY 28,
1997........................ 3,075,000 $30,750 $4,086,832 $ (152,331) $(1,337,912) $ 2,627,339
========== ======= ========== ========== =========== ===========

The accompanying notes are an integral part of these statements.

F-5
46

LAMALIE ASSOCIATES, INC.

STATEMENTS OF CASH FLOWS

YEAR ENDED
------------------------------------------
FEBRUARY 28, FEBRUARY 29, FEBRUARY 28,
1995 1996 1997
------------ ------------ ------------

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)............................... $ 1,261,402 $ (202,417) $ (567,046)
Adjustments to reconcile net income (loss) to
net cash provided by (used in) operating
activities:
Depreciation and amortization................ 272,547 449,102 767,620
Deferred income taxes........................ (357,053) (737,853) (275,779)
Changes in assets and liabilities:
Accounts receivable, net................... (704,750) (3,735,588) (4,514,072)
Prepaid expenses........................... (756) (218,486) (331,529)
Employee receivables....................... 19,207 (59,962) 10,090
Income taxes receivable.................... -- -- (57,964)
Other current assets....................... -- -- (175,000)
Other assets............................... (40,577) (34,755) (35,567)
Accounts payable........................... 198,067 1,559,735 (134,185)
Accrued compensation....................... 1,028,249 2,361,419 3,376,025
Income taxes payable....................... 601,623 465,394 (1,088,079)
Other current liabilities.................. (86,953) 282,761 (20,660)
Accrued rent............................... 27,664 122,432 531,164
Deferred compensation...................... 695,551 1,314,077 1,862,311
----------- ----------- -----------
Net cash provided by (used in) operating
activities............................ 2,914,221 1,565,859 (652,671)
----------- ----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in whole life insurance.............. (428,728) (778,321) (1,047,480)
Purchases of property and equipment............. (555,287) (2,483,334) (1,825,356)
----------- ----------- -----------
Net cash used in investing activities... (984,015) (3,261,655) (2,872,836)
----------- ----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings under line of credit................. 1,000,000 -- 2,000,000
Repayment of line of credit..................... (1,000,000) -- (2,000,000)
Borrowings under term loan...................... -- -- 1,994,772
Payments on term loan........................... -- -- (262,156)
Redemption of certificate of deposit............ -- 109,630 --
Distributions to stockholders................... (1,809,000) -- --
Proceeds from issuance of common stock.......... 465,349 523,675 1,197,005
Payments to redeem common stock................. (120,844) (217,193) (270,804)
----------- ----------- -----------
Net cash provided by (used in) financing
activities............................ (1,464,495) 416,112 2,658,817
----------- ----------- -----------
Net increase (decrease) in cash and cash
equivalents........................... 465,711 (1,279,684) (866,690)
Cash and cash equivalents at beginning of
period.......................................... 3,342,973 3,808,684 2,529,000
----------- ----------- -----------
Cash and cash equivalents at end of period........ $ 3,808,684 $ 2,529,000 $ 1,662,310
=========== =========== ===========
Supplemental disclosures of cash flow
information --
Cash paid for interest.......................... $ 17,375 $ 7,961 $ 204,269
Cash paid for income taxes...................... 405,064 362,384 1,437,172

The accompanying notes are an integral part of these statements.

F-6
47

LAMALIE ASSOCIATES, INC.

NOTES TO FINANCIAL STATEMENTS
FEBRUARY 28, 1997

(1) ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION

Lamalie Associates, Inc. (the "Company") provides executive search services
to clients on a retained basis. The Company provides its clients with global
search fulfillment capabilities as a member of Amrop International, an alliance
of independently owned executive search firms with offices located around the
world. Operations are concentrated in the United States, with global assignments
conducted in conjunction with Amrop International.

USE OF ESTIMATES

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

CASH AND CASH EQUIVALENTS

The Company considers all highly-liquid investment instruments with
original maturities of three months or less to be cash equivalents.

PROPERTY AND EQUIPMENT

Office furniture and equipment are stated at cost less accumulated
depreciation. Effective March 1, 1996, the Company adopted the straight-line
method of depreciation for all newly acquired assets. All assets acquired prior
to March 1, 1996 are depreciated using an accelerated method. The effect of the
change in depreciation methods on newly acquired assets is not material to the
Company's financial statements. Depreciation is provided over the assets
estimated useful lives of 7 years for office furniture and equipment and 5 years
for software. Leasehold improvements are stated at cost less accumulated
amortization using the straight-line method over the related lease terms which
range from 2 to 7 years. Repair and maintenance costs which do not extend the
useful lives of the assets are expensed as incurred.

REVENUE RECOGNITION

The Company derives substantially all of its revenues from fees for
professional services, which are recognized as fee revenue as clients are
billed, generally over a 60 to 90 day period commencing with the initial
acceptance of a search. Fee revenue is presented net of adjustments to original
billings.

INCOME TAXES

The Company recognizes deferred tax assets and liabilities for the expected
future tax consequences of events that have been recognized in the Company's
financial statements or tax returns. Deferred tax assets and liabilities are
measured by applying enacted statutory tax rates applicable to the future years
in which the related deferred tax assets or liabilities are expected to be
settled or realized. Income tax expense consists of the taxes payable for the
current period and the change during the period in deferred tax assets and
liabilities.

Prior to November 1994, the Company was taxed under the provisions of
Subchapter S of the Internal Revenue Code (IRC). Pursuant to Subchapter S, all
income was reported through the stockholders' individual tax returns and the
resulting tax liability was the responsibility of the individual stockholders.
Accordingly, no provision for federal taxes was recorded prior to that date.

F-7
48

LAMALIE ASSOCIATES, INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

PRO FORMA INCOME DATA (UNAUDITED)

The pro forma adjustment for the year ended February 28, 1995, reflects the
additional federal and state income tax expense totaling approximately $140,000
that would have been recognized had the Company made the C corporation election
effective March 1, 1994.

NET INCOME (LOSS) PER SHARE

Net income (loss) per share is determined by dividing the net income (loss)
by the weighted average number of shares of Common Stock outstanding during the
period. There were no common equivalent shares outstanding during the three
years ended February 28, 1997. Pursuant to Securities and Exchange Commission
Staff Accounting Bulletin ("SAB") No. 83, shares of Common Stock issued by the
Company during the 12 months preceding the initial filing date have been
included in the calculation of weighted average shares of Common Stock
outstanding, using the treasury stock method, as if the shares were outstanding
for all periods presented.

All share and per share information in the financial statements has been
adjusted to give effect to the 1,000 to one common stock split and par value
restatement which became effective June 3, 1997 in connection with the
reincorporation of the Company to Florida. (See Note 9).

CONCENTRATION OF CREDIT RISK

Financial instruments which potentially expose the Company to concentration
of credit risk consist primarily of accounts receivable. Credit risk arising
from receivables is minimal due to the large number of clients comprising the
Company's customer base. The customers are concentrated primarily in the
Company's U.S. market area. Credit losses in the past have not been material.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying amounts of the Company's financial assets and liabilities,
including cash and cash equivalents, accounts receivable, prepaid expenses,
employee receivables, other current assets, accounts payable, accrued
compensation, and other current liabilities at February 29, 1996 and February
28, 1997, approximate fair value because of the short maturity of these
instruments. The carrying amount of the Company's long-term debt approximates
fair value at February 29, 1996 and February 28, 1997, based on current market
rates of interest and maturities.

NEWLY ISSUED ACCOUNTING STANDARDS

In February 1997, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 128, "Earnings Per Share" ("SFAS 128").
SFAS 128 establishes new standards for computing and presenting earnings per
share ("EPS"). Specifically, SFAS 128 replaces the currently required
presentation of primary EPS with a presentation of basic EPS, requires dual
presentation of basic and diluted EPS on the face of the income statement for
all entities with complex capital structures and requires a reconciliation of
the numerator and denominator of the basic EPS computation to the numerator and
denominator of the diluted EPS computation. SFAS 128 is effective for financial
statements issued for periods ending after December 15, 1997; earlier
application is not permitted. Pro forma EPS computed under SFAS 128 would have
been the same as reflected on the accompanying statement of operations.

RECLASSIFICATIONS

Certain prior year balances have been reclassified in order to conform to
the current year financial statement presentation.

F-8
49

LAMALIE ASSOCIATES, INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

(2) EMPLOYEE RECEIVABLES

Included in employee receivables as of February 29, 1996 is a promissory
note in the amount of $40,000 from one of the Company's stockholders. The
principal amount of the note and accrued interest were repaid during fiscal
1997.

(3) PROPERTY AND EQUIPMENT

Property and equipment consists of the following:

FEBRUARY 29, FEBRUARY 28,
1996 1997
------------ ------------

Office furniture and equipment........................... $2,270,415 $2,884,162
Leasehold improvements................................... 1,814,523 2,304,797
Software................................................. -- 721,335
---------- ----------
4,084,938 5,910,294
Less accumulated depreciation and amortization........... (958,379) (1,725,999)
---------- ----------
$3,126,559 $4,184,295
========== ==========

(4) LONG-TERM DEBT

Long-term debt consists of the following:

FEBRUARY 29, FEBRUARY 28,
1996 1997
------------ ------------

Term loan dated March 1996, payable in monthly principal
installments of $23,810 plus accrued interest, final
principal and interest payment totaling $1,174,380 due
March 1999, bearing interest at the bank's prime rate
(8.25% at February 28, 1997) plus 0.25%, secured by
accounts receivable, borrowings are limited to 75% of
qualifying receivables................................. $ -- $1,732,616
Stockholder notes payable due in connection with the
Stock Restriction and Retirement Agreement,
non-interest bearing (interest imputed at 6.5%),
payable in three equal annual installments............. 63,186 304,013
-------- ----------
63,186 2,036,629
Less current maturities of long-term debt................ (63,186) (386,801)
-------- ----------
$ -- $1,649,828
======== ==========

The Company maintains a line of credit which provides for maximum
borrowings of $3,000,000, bearing interest at the bank's prime rate (8.25% at
February 28, 1997). Interest is payable monthly and the principal balance is due
upon demand. The line of credit and the term loan are with the same financial
institution and are cross-collateralized by accounts receivable with borrowings
limited to 75% of qualifying receivables. Additionally, the Company is required
to comply with certain working capital and liquidity covenants. No amounts were
outstanding under the line of credit as of February 29, 1996 or February 28,
1997. The total borrowing capacity under the line of credit was available as of
February 28, 1997.

F-9
50

LAMALIE ASSOCIATES, INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

(5) STOCKHOLDERS' EQUITY (SEE NOTE 9)

All Common Stock is held by employees and is subject to the terms of the
Stock Restriction and Retirement Agreement (the "Stock Restriction Agreement").
The Stock Restriction Agreement provides for certain restrictions on the
transfer of shares. Upon termination of a stockholder's employment, the stock is
subject to mandatory redemption at Adjusted Book Value, as defined in the Stock
Restriction Agreement. Under the terms of the Stock Restriction Agreement, the
Company may issue installment notes payable in satisfaction of redemption
requirements.

The Company maintains a stockholder financing agreement with a bank under
which employees can finance purchases of Common Stock with an installment loan
collateralized by the stock and guaranteed by the Company. As of February 28,
1997, approximately $863,000 outstanding principal amount of such loans were
guaranteed by the Company.

During fiscal 1997, the Company issued 630,000 shares of Common Stock in
exchange for $950,227 of subscriptions receivable. These notes are non-interest
bearing and payable within one year.

Pursuant to SAB No. 1, undistributed earnings on the date an S corporation
election is terminated should be reflected as additional paid-in capital. This
assumes a constructive distribution to the owners followed by a contribution to
the capital of the Company. Accordingly, a capital contribution totaling
$106,739 was recorded during fiscal 1995 representing the undistributed retained
earnings as of the date of change from an S corporation to a C corporation.

(6) INCOME TAXES

Significant components of the provision for income taxes are summarized as
follows:

FEBRUARY 28, FEBRUARY 29, FEBRUARY 28,
1995 1996 1997
------------ ------------ ------------

Current:
Federal................................... $ 721,805 $ 661,636 $ 234,946
State..................................... 306,248 166,142 56,183
---------- --------- ---------
1,028,053 827,778 291,129
---------- --------- ---------
Deferred:
Federal................................... (247,973) (590,744) (219,589)
State..................................... (109,080) (147,109) (56,190)
---------- --------- ---------
(357,053) (737,853) (275,779)
---------- --------- ---------
$ 671,000 $ 89,925 $ 15,350
========== ========= =========

The provision for income taxes differs from the amount computed by applying
the U.S. Federal corporate tax rate of 35% to income before provision for income
taxes as follows:

FEBRUARY 28, FEBRUARY 29, FEBRUARY 28,
1995 1996 1997
------------ ------------ ------------

Statutory U.S. federal income tax rate............... 35.0% 35.0% 35.0%
Deferred taxes recorded in connection with change
in tax status from S corporation to C
corporation..................................... 28.3 -- --
Portion of year taxed as an S corporation.......... (34.7) -- --
Meals, entertainment and dues...................... 1.8 (101.0) (31.2)
Keyman life insurance premiums..................... -- (6.6) (3.8)
State taxes, net of federal benefit................ 4.3 (7.3) (2.8)
----- ------ -----
Effective tax rate......................... 34.7% (79.9)% (2.8)%
===== ====== =====

F-10
51

LAMALIE ASSOCIATES, INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the corresponding amounts used for income tax reporting purposes.
The Company is a cash basis taxpayer. Significant components of the Company's
deferred tax assets and liabilities as of February 29, 1996 and February 28,
1997, are as follows:

FEBRUARY 29, FEBRUARY 28,
1996 1997
------------ ------------

Deferred tax assets:
Accounts payable....................................... $ 819,305 $ 765,631
Accrued compensation................................... 3,220,688 4,539,242
Accrued rent........................................... 202,738 415,204
Deferred compensation.................................. 803,851 1,548,776
Other.................................................. 78,323 70,071
----------- -----------
Total deferred tax assets...................... 5,124,905 7,338,924
----------- -----------
Deferred tax liabilities:
Accounts receivable, net............................... (3,951,334) (5,756,962)
Prepaid expenses....................................... (128,649) (261,261)
Other.................................................. (6,016) (6,016)
----------- -----------
Total deferred tax liabilities................. (4,085,999) (6,024,239)
----------- -----------
Net deferred tax asset......................... $ 1,038,906 $ 1,314,685
=========== ===========

(7) EMPLOYEE BENEFIT PLANS

PROFIT SHARING PLAN

The Company maintains a defined contribution retirement plan (the "Plan")
covering substantially all employees. The Company makes an annual contribution
to the Plan based upon the prior fiscal year's operating results. Employees'
rights to Company contributions to the Plan vest ratably over four years of
service. As of February 29, 1996 and February 28, 1997, the Company has accrued
for contributions totaling approximately $3,654,000 and $4,774,000,
respectively, which are included in accrued compensation in the accompanying
balance sheets.

DEFERRED COMPENSATION PLAN

The Company has deferred compensation agreements with 38 of its employees.
Under the terms of the agreements, employees elect to defer a portion of their
compensation to be received, together with accrued interest, upon termination of
the agreements, as defined. Interest is earned on deferred amounts at a rate
determined annually by the Company (9% at February 28, 1997).

The Company is the beneficiary of whole life insurance policies with an
aggregate cash surrender value of approximately $1,207,000 and $2,255,000 and an
aggregate face amount of $14,600,000 and $14,725,000 as of February 29, 1996 and
February 28, 1997, respectively. The aggregate cash surrender value of these
policies is included in other assets in the accompanying balance sheets.
Proceeds from the policies are intended to fund the deferred compensation
agreements.

F-11
52

LAMALIE ASSOCIATES, INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

(8) COMMITMENTS AND CONTINGENCIES

OPERATING LEASES

The Company leases certain office equipment and real property under
noncancellable operating leases.

Future minimum lease payments under these leases are as follows:

YEAR ENDING AMOUNT
- ----------- -----------

February 28, 1998........................................... $ 2,890,322
February 28, 1999........................................... 2,483,325
February 29, 2000........................................... 2,283,352
February 28, 2001........................................... 2,263,112
February 28, 2002........................................... 2,015,206
Thereafter.................................................. 7,141,894
-----------
$19,077,211
===========

Certain real property leases provide for periods of free rent or escalating
lease payments throughout the lease term. In accordance with generally accepted
accounting principles, rent expense is recognized ratably over the term of the
agreement. Rent expense totaled approximately $1,077,000, $1,438,000 and
$2,294,000 during the three years ended February 28, 1997, respectively.

LETTERS OF CREDIT

As of February 28, 1997, the Company has standby letters of credit totaling
$450,000. The letters of credit, which are required by certain lessors as
security deposits, expire October 1997.

LITIGATION

The Company is involved in various legal actions arising in the normal
course of business. While it is not possible to determine with certainty the
outcome of these matters, in the opinion of management, the eventual resolution
of these claims and actions outstanding will not have a material adverse effect
on the Company's financial position or results of operations.

(9) SUBSEQUENT EVENTS

INITIAL PUBLIC OFFERING AND REINCORPORATION

The Company's Board of Directors authorized management to prepare and file
a Registration Statement on Form S-1 with the U.S. Securities and Exchange
Commission in connection with the contemplated initial public offering of its
Common Stock (the "Offering"). On June 3, 1997, in connection with the Offering,
the Company reincorporated from Delaware to Florida; effected a 1,000 for one
stock split of each outstanding share of Common Stock; increased the authorized
Common Stock to 35,000,000 shares, $0.01 par value per share; and authorized
3,000,000 shares of Preferred Stock, $0.01 par value per share.

Upon the completion of the Offering, the Company intends to terminate the
Stock Restriction Agreement and expects to obtain a release from the related
guarantee under the stockholder financing agreement (See Note 5).

F-12
53

LAMALIE ASSOCIATES, INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

STOCK AND OPTION PLANS

In connection with the Offering, the Company has adopted the following
stock and option plans which will become effective upon completion of the
Offering.

1997 Omnibus Stock and Incentive Plan (the "Omnibus Plan"). Under the
Omnibus Plan, incentive stock options, nonqualified stock options, stock
appreciation rights, performance units, performance shares, restricted stock,
restricted stock units and stock not subject to restrictions may be granted to
employees of the Company at prices determined at the time of grant. Generally,
incentive stock options, nonqualified stock options, restricted stock and
restricted stock units will vest each year beginning on the first anniversary of
the date of grant at 25% per year and will expire after 10 years. An aggregate
of 950,000 shares of Common Stock are reserved for issuance under the Omnibus
Plan.

1997 Employee Stock Purchase Plan (the "ESPP"). An aggregate of 200,000
shares of Common Stock are reserved for issuance under the ESPP, which is
intended to qualify under the provisions of Section 423 of the Internal Revenue
Code. Eligible employees generally will be given the right to purchase shares of
Common Stock two times a year at a price equal to 85% of the market price of the
Common Stock.

Non-Employee Directors' Stock Plan (the "Directors' Stock Plan"). An
aggregate of 80,000 shares of Common Stock are reserved for issuance under the
Directors' Stock Plan. Among other provisions, outside directors will annually
receive options to purchase 5,000 shares of Common Stock at an exercise price
equal to the market price of the Common Stock on the date of grant. The options
will vest fully on the first anniversary of the date of grant and expire after
five years.

Immediately after completion of the Offering, three outside directors will
become members of the Board of Directors and will be granted stock options to
acquire an aggregate of 15,000 shares of Common Stock under the Directors' Stock
Plan at an exercise price equal to the initial public offering price.

COMMITMENT LETTER -- CREDIT FACILITIES

The Company has obtained a commitment letter from a bank to provide various
credit facilities of $10.0 million. Outstanding borrowings under these
facilities will bear interest at various rates based on the bank's prime lending
rate.

F-13
54

(THIS PAGE INTENTIONALLY LEFT BLANK)
55

[The following text will appear printed over a photograph of three people
standing in a hallway. Behind and partially obscured by the people are a global
map depicting the locations of offices of LAI and other members of Amrop
International beneath four clocks.]

WE ARE A KNOWLEDGE-BASED FIRM. LAI is one of the fastest growing executive
search firms and is the fifth largest search firm in the United States. The
extensive industry experience of our consultants has been the foundation of our
knowledge-based business strategy, which is primarily organized around five
practice groups. As a result, a diverse set of clients retain us to help them
fulfill their leadership needs. We believe our competitive advantage is our
knowledge, experience and responsiveness in finding exceptional leaders.
56

======================================================

NO DEALER, SALESMAN OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS IN
CONNECTION WITH THE OFFERING COVERED BY THIS PROSPECTUS. IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE COMPANY OR THE UNDERWRITERS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER
TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, THE COMMON STOCK IN ANY
JURISDICTION WHERE, OR TO ANY PERSON TO WHOM, IT IS UNLAWFUL TO MAKE SUCH OFFER
OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS
NOT BEEN ANY CHANGE IN THE FACTS SET FORTH IN THIS PROSPECTUS OR AFFAIRS OF THE
COMPANY SINCE THE DATE HEREOF.
---------------------

TABLE OF CONTENTS

PAGE
----

Prospectus Summary.................... 3
Risk Factors.......................... 6
Use of Proceeds....................... 10
Dividend Policy....................... 10
Capitalization........................ 11
Dilution.............................. 12
Selected Financial Data............... 13
Management's Discussion and Analysis
of Financial Condition and Results
of Operations....................... 14
Business.............................. 19
Management............................ 28
Principal Stockholders................ 34
Certain Transactions.................. 35
Description of Capital Stock.......... 35
Shares Eligible for Future Sale....... 37
Underwriting.......................... 38
Legal Matters......................... 40
Experts............................... 40
Additional Information................ 40
Index to Financial Statements......... F-1

UNTIL JULY 27, 1997 ALL DEALERS EFFECTING TRANSACTIONS IN THE COMMON STOCK,
WHETHER OR NOT PARTICIPATING IN THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A
PROSPECTUS. THIS IS IN ADDITION TO THE OBLIGATION OF DEALERS TO DELIVER A
PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD
ALLOTMENTS OR SUBSCRIPTIONS.
======================================================
======================================================
2,000,000 SHARES
[LAI (TM) LOGO]
LAMALIE ASSOCIATES, INC.
COMMON STOCK
------------------------
PROSPECTUS
------------------------
ROBERT W. BAIRD & CO.
INCORPORATED

WILLIAM BLAIR & COMPANY
JULY 1, 1997
======================================================
57

PROSPECTUS SUPPLEMENT

200,000 SHARES

[LAMALIE LOGO]

LAMALIE ASSOCIATES, INC.

PROFIT SHARING PLAN AND TRUST
---------------------------

This Prospectus Supplement relates to the offer and sale to participants
(the "Participants") in the Lamalie Associates, Inc. Profit Sharing Plan and
Trust (the "Plan") of shares of Lamalie Associates, Inc. common stock, par value
$.01 per share (the "Common Stock"), as set forth herein. The initial public
offering price for the Common Stock is $12.00 per share. In addition to the
Common Stock, and because any offer and sale of shares of Common Stock to or for
the account of a Participant is deemed under applicable law to be an offer and
sale of a corresponding interest in the Plan, this Prospectus Supplement also
relates to the offer and sale of such "participation interests."

The Plan has been amended, effective as of the date hereof, to permit
Participants to direct the Trustees of the Plan to purchase Common Stock with up
to 10% of the amounts in the Plan that are held in the accounts of such
Participants. This Prospectus Supplement relates to the initial election of a
Participant to direct the purchase of Common Stock in connection with the
Offering as of the date hereof, and also to elections to purchase Common Stock
hereafter.

The Prospectus dated July 1, 1997 of the Company (the "Prospectus"), which
accompanies this Prospectus Supplement, includes detailed information with
respect to the Offering, the Common Stock and the financial condition, results
of operation and business of the Company. This Prospectus Supplement, which
provides detailed information with respect to the Plan, should be read only in
conjunction with the Prospectus. Terms not otherwise defined in this Prospectus
Supplement are defined in the Plan or the Prospectus.

PARTICIPANTS SHOULD CAREFULLY CONSIDER THE INFORMATION DISCUSSED UNDER THE
CAPTION "RISK FACTORS" AT PAGE 6 IN THE PROSPECTUS.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, OR ANY OTHER AGENCY, NOR
HAS SUCH COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS SUPPLEMENTAL PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.

THE DATE OF THIS PROSPECTUS SUPPLEMENT IS JULY 1, 1997.
58

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THE PROSPECTUS OR THIS PROSPECTUS
SUPPLEMENT IN CONNECTION WITH THE OFFERING MADE HEREBY, AND, IF GIVEN OR MADE,
SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY OR THE PLAN. THIS PROSPECTUS SUPPLEMENT DOES NOT
CONSTITUTE AN OFFER TO SELL OR SOLICITATION OF AN OFFER TO BUY ANY SECURITIES IN
ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION IN SUCH JURISDICTION. NEITHER THE DELIVERY OF THIS PROSPECTUS
SUPPLEMENT OR THE PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY
CIRCUMSTANCES CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF THE COMPANY OR THE PLAN SINCE THE DATE HEREOF, OR THAT THE
INFORMATION HEREIN CONTAINED OR INCORPORATED BY REFERENCE IS CORRECT AS OF ANY
TIME SUBSEQUENT TO THE DATE HEREOF. THIS PROSPECTUS SUPPLEMENT SHOULD BE READ
ONLY IN CONJUNCTION WITH THE PROSPECTUS THAT ACCOMPANIES IT AND SHOULD BE
RETAINED FOR FUTURE REFERENCE.

PS-2
59

TABLE OF CONTENTS

PAGE
-----

THE OFFERING..................................................... PS-4
Securities Offered............................................. PS-4
Valuation of Participation Interests........................... PS-4
Election To Purchase Common Stock.............................. PS-4
Method of Directing Investment................................. PS-4
Time for Directing Investment.................................. PS-5
Irrevocability of Investment Direction......................... PS-5
Direction To Purchase Common Stock at a Later Date............. PS-5
Purchase Price of Common Stock................................. PS-5
Voting and Tender Rights for Common Stock...................... PS-5
DESCRIPTION OF THE PLAN
(SUMMARY PLAN DESCRIPTION)..................................... PS-6
1. Introduction................................................ PS-6
2. Background.................................................. PS-6
a. General.................................................. PS-6
b. Definitions.............................................. PS-7
3. How Is the Plan Managed?.................................... PS-7
4. How Important Is the Amount of Time that I Work for the
Company?.................................................... PS-7
5. How Do I Become Eligible To Enter the Plan?................. PS-8
6. When Do I Enter the Plan?................................... PS-8
7. Who Pays for the Plan?...................................... PS-8
8. What Is My Share of the Company's Contribution?............. PS-8
9. Sounds Good but What Does All This Mean in Dollars and
Cents?...................................................... PS-8
10. Is There a Limit on the Amount Added to My Share?........... PS-9
11. What Happens to My Share?................................... PS-9
12. May I Direct the Investment of My Share of the Plan?........ PS-9
13. What Adjustments Are Made to My Share?...................... PS-10
14. What If I Do Not Complete 1,000 Hours of Service During a
Plan Year?.................................................. PS-10
15. What If I Leave the Company During a Plan Year?............. PS-11
16. May I Borrow from the Plan?................................. PS-11
17. May I Withdraw any Portion of My Accounts While I Am Still
Employed if I Am Faced with a Hardship?..................... PS-11
18. When Will I Be Eligible to Receive My Share of the Plan?.... PS-12
a. Retirement at or After Your Normal Retirement Date....... PS-12
b. Death.................................................... PS-12
c. Total And Permanent Disability........................... PS-12
d. Resignation or Dismissal Before Your Normal Retirement
Date........................................................ PS-12
19. What Is the Vested Portion of My Accounts?.................. PS-12
20. When and How Are My Benefits To Be Paid?.................... PS-13
21. Are My Benefits Guaranteed by the PBGC?..................... PS-14
22. How Do I Make a Claim for Benefits?......................... PS-14
23. Can My Share in the Plan Be Assigned or Attached?........... PS-14
24. Does The Plan Affect My Social Security Benefits or
Payments?................................................... PS-14
25. What If I Am Rehired After I Leave the Company?............. PS-14
26. What Are My Rights Under the Plan?.......................... PS-15
27. May the Plan Be Amended or Terminated?...................... PS-15
28. What are the Tax Effects of the Plan?....................... PS-15
APPENDIX......................................................... PS-18
Investment Designations.......................................... PS-19

PS-3
60

THE OFFERING

SECURITIES OFFERED

The securities offered hereby are participation interests in the Lamalie
Associates, Inc. Profit Sharing Plan and Trust (the "Plan") and up to an
aggregate of 200,000 shares of Common Stock, which may be acquired by the Plan
upon the direction of Participants in the Plan for their Plan Accounts. Lamalie
Associates, Inc. (the "Company") is the issuer of the Common Stock and the
sponsor of the Plan. Only employees of the Company who meet certain
participation requirements of the Plan may participate in the Plan.

Information with regard to the Plan is contained in this Prospectus
Supplement, and information with regard to the Offering and the financial
condition, results of operation and business of the Company is contained in the
accompanying Prospectus. The address of the principal executive office of the
Company is 200 Park Avenue, Suite 3100, New York, NY 10166-0136 13920, telephone
(212) 953-7900. The address of Company's administrative offices, from which more
information about the Plan and the Offering may be obtained, is 3903 Northdale
Boulevard, Tampa, Florida 33624, telephone (813) 961-7494. A copy of the Plan
has been filed as exhibit to the Registration Statement under the Securities Act
of 1933, as amended, filed with the Securities and Exchange Commission regarding
the Offering. Copies of the Plan or any other exhibit to the Registration
Statement are available to all Participants by submitting a written request to
the Plan Administrator at the Company's administrative office in Tampa.
Participants are urged to carefully read the Prospectus, this Prospectus
Supplement and the Plan.

VALUATION OF PARTICIPATION INTERESTS

The assets of the Plan are valued quarterly, and each Participant is
informed of the value of his or her beneficial interest in the Plan on a
quarterly basis. This value represents the current market value of past
contributions to the Plan by the Company, as adjusted by actual and accrued
gains and losses thereon, plus any forfeitures attributable to other
Participants whose employment with the Company terminates prior to their being
100% vested in their Account balances, less previous withdrawals.

ELECTION TO PURCHASE COMMON STOCK

Under the Plan, the Participants are given the opportunity from time to
time (but generally no more than once each quarter) to direct the investment of
the balances in their Plan Accounts in certain specified funds. (See
"Description of the Plan -- 12. May I Direct the Investment of My Share of the
Plan?") The Plan has been amended, effective the date of this Supplemental
Prospectus, to add a Company stock fund (the "Employer Stock Fund") as one of
the investment options. This fund is to be invested by the Trustees primarily in
Common Stock, although the Trustees have the right to invest the fund in other
investments. The Trustees have the right to decide the timing and manner of
purchasing shares of Company Stock, although it is the intent of the Trustees to
invest all available designated funds in the Employer Stock Fund as of the date
of this Preliminary Prospectus in the purchase of Common Stock as soon as they
are so permitted to do so. A Participant may not direct more than 10% of the
amounts allocated to his or her Accounts at the time of the direction to be
invested in the Employer Stock Fund. In addition, a Participant may not direct
more than 10% of any future contributions allocated to his or her Accounts to be
invested in this fund. Account balances not invested in the Employer Stock Fund
will be invested in other investment funds of the Plan as directed by the
Participants.

METHOD OF DIRECTING INVESTMENT

The last page of this Prospectus Supplement is an investment designation
form (the "Investment Form") to be used to direct an investment of part of a
Participant's Plan Account balances into the Employer Stock Fund. If a
Participant wishes to invest part of his or her interest in the Plan in the
Employer Stock Fund, and have the Trustees purchase Common Stock in connection
with the Offering, he or she should indicate that decision (and his or her other
investment choices with respect to the Plan) on the Investment Form. Any such
election will also apply to any additional amounts allocated to the
Participant's Accounts under the Plan until the Participant makes a new
election; the next regularly scheduled election provided to Participants is to
be effective as of October 1,

PS-4
61

1997. If a Participant does not wish to make an election to invest in the
Employer Stock Fund in connection with the Offering, he or she does not need to
take any action, but any present investment elections of the Participant will
remain in effect until a new election is made.

TIME FOR DIRECTING INVESTMENT

The deadline for submitting a Participant's investment election that will
permit the purchase of shares of Common Stock by the Plan in connection with the
Offering is June 27, 1997. The Investment Form should be returned to the
Company's administrative office in Tampa no later than 12:00 noon, Eastern Time,
on such date.

IRREVOCABILITY OF INVESTMENT DIRECTION

The deadline for submitting a Participant's investment election that will
permit the purchase of shares of Common Stock by the Plan in connection with the
Offering shall be irrevocable. Participants, however, will be able to direct the
reinvestment of their Accounts under the Plan in the future as explained below.

DIRECTION TO PURCHASE COMMON STOCK AT A LATER DATE

A Participant is entitled to change his or her investment directions with
respect to his or her Account balances under the Plan (including any election
with respect to the Employer Stock Fund) from time to time, but generally no
more frequently than once each quarter. The Plan Administrator determines the
timing of the quarterly election periods. In connection with a new election, a
Participant may direct that funds be transferred from other investment options
into the Employer Stock Fund (subject to the limit that no more than 10% of the
Participant's Account balances may be so invested), or from the Employer Stock
Funds to other investment options under the Plan. Any such election will also
govern how future contributions, forfeitures and other amounts allocated to the
Participant's Accounts will be invested.

Participants who are officers, directors, managing partners and principal
stockholders of the Company who are subject to certain provisions of the federal
securities laws affecting the purchase and sale of Common Stock, including
Section 16(b) of the Securities Exchange Act of 1934, as amended, which may
affect their ability to effect transfers. Such persons should contact the Plan
Administrator for additional information.

PURCHASE PRICE OF COMMON STOCK

The funds transferred to the Employer Stock Fund for the initial purchase
of Common Stock in connection with the Offering will be used by the Trustees to
purchase shares of Common Stock. The price paid for such shares of Common Stock
will be the Price to Public for the Common Stock, as disclosed on the cover of
the Prospectus.

Any shares of Common Stock purchased by the Trustees after the initial
Offering may be acquired in open market transactions. Alternatively, the
Trustees may engage in purchase and sale transactions with the Company if the
Company agrees and certain requirements of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA") are met. The prices paid by the
Trustees for shares of Common Stock will not exceed "adequate consideration" as
defined in Section 3(18) of ERISA.

VOTING AND TENDER RIGHTS FOR COMMON STOCK

The Trustees generally will exercise all voting and tender rights
attributable to shares of Common Stock held in the Employer Stock Fund in their
discretion, and Participants generally will not have any rights in connection
therewith.

PS-5
62

DESCRIPTION OF THE PLAN
(SUMMARY PLAN DESCRIPTION)

1. INTRODUCTION.

The Lamalie Associates, Inc. Profit Sharing Plan and Trust (the "Plan"), as
amended to date, is described below. Lamalie Associates, Inc. (the "Company") is
the sponsor of the Plan. The Plan is a tax-qualified (under Section 401(a) of
the Internal Revenue Code) retirement plan through which the Company provides
benefits to those employees who are Participants in the Plan. Amounts paid in by
the Company are for the exclusive benefit of the Participants and their
beneficiaries.

Formal legal documents specify the rules governing the Plan. The Plan
Administrator has copies of these documents and they are available for your
inspection. However, to save you the trouble of trying to read and understand
the technical, legal jargon that is typical of these types of documents, we have
prepared this description. It simplifies the Plan provisions and explains them
in the questions and answers that follow.

Because this description is a summary only, it does not describe all of the
provisions of the Plan and all of the possible fact situations that may occur.
Therefore, in the case of any conflict between the content of this description
and the content of the Plan itself, or in the case of the omission in this
description of a discussion of any Plan provisions, the terms of the Plan itself
(and not the language of this description) shall control.

The primary purpose of the Plan is to provide benefits to you or your
beneficiary upon your retirement, disability or death. AS A CONSEQUENCE, THE
PLAN GENERALLY DOES NOT PERMIT THE WITHDRAWAL OF FUNDS UNTIL AFTER THE
TERMINATION OF YOUR EMPLOYMENT WITH THE COMPANY, ALTHOUGH THE PLAN DOES PERMIT
IN-SERVICE WITHDRAWALS AND LOANS IN LIMITED SITUATIONS. (See "16. May I Borrow
from the Plan?" and "17. May I Withdraw any Portion of My Accounts While I Am
Still Employed if I Am Faced with a Hardship?")

The Plan also means a lot to the Company. Through it the Company hopes to
increase your interest in the Company by providing you with an opportunity to
receive benefits over and above your regular pay. Therefore, the Plan is an
incentive for you to work toward the increased success of the Company.

2. BACKGROUND.

A. GENERAL

This description serves, among other things, as a Summary Plan Description
for the Plan under the Employee Retirement Income Security Act of 1974, as
amended ("ERISA"). It also serves as part of a Prospectus under the Securities
Act of 1933 (the "1933 Act") for up to an aggregate of 200,000 shares of common
stock of the Company (the "Common Stock") and, because any offer or sale of
shares of Common Stock to or for the account of a Participant is deemed under
applicable law also to be an offer or sale of a corresponding interest in the
Plan, for an indeterminate number of "participation interests" in the Plan. As
discussed hereafter, the Common Stock is available to Participants through the
Employer Stock Fund, one of the investment options under the Plan.

As a defined contribution, "individual account" plan that is other than a
money purchase plan, the Plan is subject to many of the provisions of ERISA,
including generally the parts relating to reporting and disclosure,
participation and vesting, funding (except for the portions not applicable to
individual account profit-sharing plans) and fiduciary responsibility. The Plan
in not of a type that is covered by the plan termination insurance provisions
contained in ERISA.

For additional information about the Plan and its administration, you may
contact the Plan through the Company's Tampa administrative office, with street
and mailing address of 3903 Northdale Boulevard, Tampa, Florida 33624. The
telephone number is (813) 961-7494.

A copy of the Plan has been filed as exhibit to the Registration Statement
under the Securities Act of 1933, as amended, filed with the Securities and
Exchange Commission regarding the Offering. Participants may obtain copies of
the Plan itself or any other exhibit to the Registration Statement by written
request to the Company at its Tampa administrative office.

PS-6
63

B. DEFINITIONS

In this description, terms such as the "Company," the "Plan Year" and the
"Plan Administrator" appear in many places. These terms are defined in the
Appendix at the end of this description. The terms "Year of Service" and "Hour
of Service" also appear in many places. For a discussion of these terms see "4.
How Important Is the Amount of Time that I Work for the Company?"

One other term, "Top Heavy Plan," appears several times. The Plan will be
"Top Heavy" in any Plan Year in which the account balances of the "Key
Employees" comprise more than 60% of the total account balances in the Plan. The
"Key Employees" are certain officers and owners of the Company. The Plan
Administrator can provide you with information from time to time as to whether
the Plan is a Top Heavy Plan.

3. HOW IS THE PLAN MANAGED?

A Plan Administrator is named in the Plan and is given the responsibility
to manage the operation and administration of the Plan (except as to
investments). Among other things, the Plan Administrator determines the
eligibility of each employee to participate, supervises the payment of benefits
and interprets the provisions of the Plan.

The Plan Administrator is the person to contact if you have any questions
about the Plan. The Plan Administrator will communicate with you from time to
time concerning your share of the Plan and any special considerations about your
participation.

See the Appendix at the end of this Prospectus Supplement for the name and
address of the current Plan Administrator.

4. HOW IMPORTANT IS THE AMOUNT OF TIME THAT I WORK FOR THE COMPANY?

The number of years and the number of hours in a year you work for the
Company are important for several reasons. Among these reasons are the
following:

First, the time you work is used in deciding when you are eligible to
enter the Plan. (See "5. How Do I Become Eligible To Enter the Plan?")

Second, the time you work is used in determining whether you are
allocated a share of the Company's contribution to the Plan for a year.
(See "8. What Is My Share of the Company's Contribution?")

Third, the time you work is used in deciding your vested interest in
your Employer Contribution Account. If you leave the Company before
retirement, death or disability, you do not lose this vested interest. (See
"19. What Is the Vested Portion of My Accounts?")

Fourth, the time you work is used in deciding when you forfeit the
portion of your Employer Contribution Account that is not vested if you
leave the Company before retirement, death or disability. (See "19. What Is
the Vested Portion of My Accounts?")

In computing your length of service, you first determine the number of your
Hours of Service during a year. The computation is rather complicated and is
based on regulations issued by the Department of Labor. In general, you count
each hour that you work plus each hour for which you are paid even if you do not
work (such as paid vacation time, paid sick leave, etc.). If you have a question
about the counting of your Hours of Service, you should contact the Plan
Administrator.

If you have at least 1,000 Hours of Service in any Plan Year, you are
credited with a Year of Service for vesting purposes. In general, you must have
at least 1,000 Hours of Service during a year in order to be credited with a
Year of Service for contribution purposes. If you do not have 1,000 Hours of
Service during the Plan Year, you generally do not receive credit for a Year of
Service for these purposes.

The Plan Year is the period for which you count your Hours of Service for
all purposes of the Plan. The Plan Year is March 1 through the end of February.

PS-7
64

If you previously worked or if you later work for businesses that are
related to the Company by similar ownership, your work for these other
businesses may be counted in some cases in deciding your eligibility to enter
the Plan, your vested interest in the Plan and other matters. If you have any
questions about this special rule, please contact the Plan Administrator.

5. HOW DO I BECOME ELIGIBLE TO ENTER THE PLAN?

To be eligible to enter the Plan, you must complete one calendar month of
service with the Company.

6. WHEN DO I ENTER THE PLAN?

You will enter the Plan on the first February 28 (February 29 for leap
years) after you become eligible. However, once you enter the Plan, you are
deemed to be a Participant as of the first day of the Plan Year in which you
become a Participant or, if later, as of the first day on which you are
employed.

If your employment with the Company is terminated for any reason after you
have become eligible to participate, but before the next entry date, you will
not become a Participant in the Plan.

7. WHO PAYS FOR THE PLAN?

The Plan is paid for primarily by the Company. Each year the Board of
Directors of the Company will determine the amount of any contribution that the
Company will make to the Plan for that year. Although the Company expects to
make contributions each year, there is no guarantee of this, and the Company is
free to decide not to make a contribution.

You are no longer permitted to make voluntary contributions to the Plan.
However, the Plan permits you to roll funds over from another qualified plan in
which you were a Participant. The funds would be invested by the Trustees in the
same fashion as all other funds in your Accounts. The rules as to what types of
benefits from other plans may be rolled over into this Plan are detailed.
Therefore, if you would like to take advantage of the rollover provisions,
please contact the Plan Administrator.

8. WHAT IS MY SHARE OF THE COMPANY'S CONTRIBUTION?

The amount of money the Company contributes to the Plan each year is
divided among you and the other Participants. You do not actually receive any of
the contributions. They are allocated to Accounts established for you and each
of the other Participants.

The Company's contributions are allocated to you on the basis of your
compensation for the Plan Year. You will share in the contributions in the same
ratio that your compensation during the Plan Year bears to the total
compensation of all Participants during the Plan Year. For these purposes, all
compensation paid to you, whether in the form of salary, regular wages, overtime
pay, bonuses or commissions, is included. For 1997, no contribution will be made
with respect to any Participant's compensation in excess of $160,000. This
amount will be adjusted for later years in accordance with IRS regulations.

For example, if your compensation for the Plan Year is $20,000, and the
total compensation of all Participants during the Plan Year is $500,000, you
would be allocated 4% of the total contribution (i.e., $20,000 is 4% of
$500,000). Thus, under this illustration, if the Company's contribution was
$20,000, you would be allocated $800.

9. SOUNDS GOOD BUT WHAT DOES ALL THIS MEAN IN DOLLARS AND CENTS?

That's a tough question to answer specifically because of all of the
factors involved. The Company's profit will change from year to year and the
amount contributed to the Plan will also change. Likewise, your compensation
will vary, as will the compensation of all the Participants.

PS-8
65

10. IS THERE A LIMIT ON THE AMOUNT ADDED TO MY SHARE?

The Internal Revenue Code places a limitation on the maximum amount of
money that may be credited to your Accounts for any one year. In determining
whether the limit has been exceeded, the amount of the Company's contribution
and forfeitures allocated to your Employer Contribution Account must be
considered.

11. WHAT HAPPENS TO MY SHARE?

Your share of the Company's contribution, plus any rollover contributions
and prior voluntary contributions, if any, made by you, are held in a trust fund
or funds, along with the shares of the other Participants. A portion of the
funds may be used to pay administrative expenses incurred by the Plan; however,
the Plan is presently administered by the Company, which does not charge for
such services. Moreover, the Company has paid and presently anticipates that it
will continue to pay for the foreseeable future all third party administrative
expenses charged to the Plan (such as accounting and legal fees); however, the
Company is not obligated to do so. The balance of the money in the trust does
not lie idle but rather is invested in sound investments for your benefit.

This method of handling the funds works to your advantage, as such
investments bring income to the Plan in the form of interest, dividends and
other earnings. You share in these earnings and any increases in fund value with
other Participants in an amount proportionate to your share in the fund. Of
course, if there are any losses, you likewise share in them. (See "13. What
Adjustments Are Made to My Share?")

Trustees are named and given responsibility for holding the funds
contributed to or otherwise belonging to the Plan. You have the right to
designate how the funds being held for you are to be invested. (See "12. May I
Direct the Investment of My Share of the Plan?") In turn, professional
Investment Managers select and make the specific investments in the various
funds available for selection. The names of the current Trustees and Investment
Managers are set forth in the Appendix at the end of this booklet.

12. MAY I DIRECT THE INVESTMENT OF MY SHARE OF THE PLAN?

Yes, you may direct the general nature of the investments by electing to
have the funds in your Accounts invested among a selection of nine mutual or
collective fund offerings sponsored by various Investment Managers. As indicated
below, you also may direct that a part of your Accounts be invested in Common
Stock of the Company.

The following is a list of the mutual or collective fund offerings
currently available for your selection:

- Vanguard Money Market Reserves -- Prime Portfolio, which invests in
short-term fixed income securities and seeks to maintain (but does not
guarantee) a constant net asset value of $1.00 per share

- Vanguard Admiral Short-Term U.S. Treasury Portfolio, which invests in
short-term, direct United States Treasury bills, notes and bonds

- Vanguard Bond Index Fund, which invests in bonds and other fixed income
securities with the intent to match the performance of the Lehman
Brothers Aggregate Bond Index

- T. Rowe Price International Bond Fund, which invests in a global
portfolio of debt instruments denominated in various currencies and
multi-national currency units

- Vanguard S&P 500 Index Trust, which invests primarily in equity
securities with the intent to match the performance of the unmanaged
Standard & Poor's 500 Composite Stock Price Index (dominated by large
capitalization stocks)

- Vanguard European Equity Index Trust, which invests primarily in
securities of European companies with the intent to match the performance
of the unmanaged Morgan Stanley Capital International Europe Index
(consisting of equity securities of companies located in various European
countries)

- Vanguard Pacific Equity Index Trust, which invests primarily in
securities of Pacific basin companies with the intent to match the
performance of the unmanaged Morgan Stanley Capital International Pacific
Index

PS-9
66

(consisting of equity securities of companies located in Japan, or in
certain other Pacific basin jurisdictions)

- Scudder Latin America Fund, which invests primarily in Latin American
equity and debt securities

- AIM Aggressive Growth Fund, which invests primarily in common stock and
other equity securities of small capitalization companies

You may also elect to have the funds in your Accounts invested in an
Employer Stock Fund, which the Trustees invest primarily in the Company's Common
Stock, although the Trustees have the right to invest any part of this fund in
other investments. The Trustees will decide the timing and manner of purchasing
shares of the Company's Common Stock. Cash dividends earned on the Common Stock,
if any, will be reinvested in this fund, and any stock dividends or shares
accrued as a result of a stock split in the Common Stock held by this fund will
be added to the fund. The Trustees holds all voting rights for shares in this
fund. You may not direct more than 10% of the amounts allocated to your Accounts
at the time of the direction to be invested in this fund. In addition, you may
not direct more than 10% of any future contributions allocated to your Accounts
to be invested in this fund.

From time to time, the Plan Administrator will provide you with detailed
information about these fund offerings and their characteristics to help you
make informed decisions about the investment of the amounts in your Accounts.

You may contact the Plan Administrator (Attention: Jack P. Wissman) at 3903
Northdale Boulevard, Tampa, Florida 33624, telephone (813) 961-7494 for
additional information. The information that is available to you on request from
the Plan Administrator (if the information is available to the Plan) includes a
description of the annual operating expenses of each fund that reduce the rate
of return to you and the aggregate amount of such expenses expressed as a
percentage of average net assets of the fund; a copy of any prospectus,
financial statement and report, or other material relating to the available
funds; information about the value of shares or units in the various funds, as
well as the past and current investment performance of the funds; and
information on the value of the shares or units in each fund held in your
Accounts.

Because of your ability to select how your Accounts will be invested, the
Plan is intended to comply with the rules described in Section 404(c) of the
Employee Retirement Income Security Act and the regulations issued thereunder
(including 29 C.F.R. Section 2550.404c-1). ACCORDINGLY, THE TRUSTEES, THE PLAN
ADMINISTRATOR AND OTHER FIDUCIARIES OF THE PLAN MAY BE RELIEVED OF LIABILITY FOR
ANY LOSSES THAT ARE THE DIRECT AND NECESSARY RESULT OF INVESTMENT INSTRUCTIONS
GIVEN BY YOU.

To elect to allocate the funds in your Accounts among the various
investment options, you must complete a form approved by the Plan Administrator
designating the percentage of funds held in your Accounts that are to be
allocated to the various mutual fund investment offerings. Such designations
must be the same for each account and in 5% increments; no more than 10% may be
designated for the Employer Stock Fund. The designations may be changed no more
than once each quarter and only during a period determined by the Plan
Administrator. Any change must be in writing on a form approved by the Plan
Administrator.

13. WHAT ADJUSTMENTS ARE MADE TO MY SHARE?

In addition to being increased by your portion of the Company's
contribution, your share is adjusted each quarter to reflect your portion of any
income or loss of the Trust, any increase or decrease in the value of the Trust
assets and the funds that are forfeited by Participants who leave the Company
without being fully vested in their Employer Contribution Account.

The Plan Administrator will provide you with quarterly reports on the value
and status of your Accounts.

14. WHAT IF I DO NOT COMPLETE 1,000 HOURS OF SERVICE DURING A PLAN YEAR?

If you have entered the Plan as a Participant and you continue to work for
the Company, but you do not complete 1,000 Hours of Service during a Plan Year,
you remain as a Participant in the Plan. However, for any Plan Year in which you
do not complete 1,000 Hours of Service, generally you will not receive any
allocation of

PS-10
67

the Company's contribution (except in certain cases where the Plan is a Top
Heavy Plan), and you will not receive credit for a Year of Service for vesting
purposes.

15. WHAT IF I LEAVE THE COMPANY DURING A PLAN YEAR?

If you leave the Company for any reason (including retirement, death or
disability) during a Plan Year, you remain a Participant as long as you have an
account balance. However, in the year you leave the Company, you will not
receive credit for vesting purposes unless you complete at least 1,000 Hours of
Service. Also, you generally will not receive any share of the Company's
contribution for the year or any share of the forfeitures allocated as of the
end of the year. Finally, you may forfeit all or a portion of your Employer
Contribution Account. (See "19. What Is the Vested Portion of My Accounts?")

16. MAY I BORROW FROM THE PLAN?

Yes. While you are employed by the Company, the Plan Administrator may
authorize a loan to you from your Accounts. The Plan Administrator has
discretion in granting loans, although the Plan Administrator is required to act
in accordance with a uniform nondiscriminatory policy. If you are interested in
obtaining a loan, contact Jack Wissman at the Tampa, Florida office of the
Company.

You may have only one loan outstanding at any one time; and you may obtain
only one loan in any one twelve-month period.

The amount of the loan may not exceed the lesser of (1) 50% of your vested
interest in your Accounts or (2) $50,000. The $50,000 limit is subject to
reduction by the amount of certain previously outstanding loans. Any loan must
be for at least $500.

Each loan that you receive from the Plan must be adequately secured, and
the security for the loan must include 50% of your vested interest in your
Accounts. Any out-of-pocket legal and administrative costs incurred by the
Trustees as a result of a loan to you or your application for a loan must be
paid by you.

Any loan must also provide for a commercially reasonable interest rate
(based on prevailing rates for comparable loans made by commercial lending
institutions) and must be repaid within an agreed period of time (generally
speaking, within five years unless the loan is used to purchase your principal
residence). The principal and interest of any loan must be amortized at least
quarterly. In order to obtain a loan, the Plan Administrator may require you to
agree to have your required loan payments deducted from each of your paychecks
and paid to the Trustees.

Each loan will provide for specific terms of default, including those more
fully described in the Plan.

17. MAY I WITHDRAW ANY PORTION OF MY ACCOUNTS WHILE I AM STILL EMPLOYED IF I AM
FACED WITH A HARDSHIP?

You may request the Plan Administrator to authorize a withdrawal from your
Accounts in the event of "hardship." The amount of the withdrawal cannot exceed
the lesser of (i) your vested account balance and (ii) the amount of your total
hardship.

The Plan Administrator has complete discretion in the matter of hardship
withdrawals, although the Plan Administrator will permit you to make a hardship
withdrawal upon receipt of satisfactory evidence that you have an immediate and
material financial need that cannot be met by your other reasonably available
financial resources, such as insurance, liquidation of other assets or borrowing
from commercial sources. Such hardship may include expenses of medical needs for
you or a member of your family; expenditures committed prior to a change in your
financial situation, which change makes it impossible to satisfy the obligations
with available resources; and other similar situations of financial hardship.
The Plan specifically provides that hardship does not include expenses related
to the purchase or repair of your principal residence or expenses related to the
education of you or a member of your family except to the extent the principles
described in the last sentence apply.

If you desire to make a hardship withdrawal and wish a further explanation
of the rules and guidelines, please contact the Plan Administrator.

PS-11
68

18. WHEN WILL I BE ELIGIBLE TO RECEIVE MY SHARE OF THE PLAN?

You or your designated beneficiary become eligible to receive a benefit
under the Plan upon your retirement, death, disability or other termination of
employment. (See "20. When and How Are My Benefits To Be Paid?" for a discussion
of the timing and form of payment of these benefits.)

A. RETIREMENT AT OR AFTER YOUR NORMAL RETIREMENT DATE. If you retire
from the Company or your employment is otherwise terminated at any time
after you reach your Normal Retirement Date (age 65), you will be entitled
to receive 100% of the amount of your Accounts. Until you actually retire,
either as a result of your own action or the Company's action, no
retirement benefits will be paid to you and you will continue as a
Participant in the Plan; however, if you are a principal owner of the
Company, you must begin receiving benefits shortly after the year you reach
age 70 1/2, even if you are still employed at that time, and if you are not
a principal owner, you may have the right to elect to begin to receive
benefits at that age.

B. DEATH. If you die while you are a Participant in the Plan, 100% of
the amount in your Accounts will be paid to your surviving spouse. If you
are not married at the time of your death, or if your spouse consents, this
benefit may be paid to your designated beneficiary. The Plan Administrator
has forms on which you may designate the beneficiary to receive the death
benefits, and on which your spouse may consent to the designation. If you
are not married, you are free to change your beneficiary designation at any
time. If you are married, your spouse must consent to any change that does
not name him or her as the designated beneficiary. If your beneficiary
should die before you, or if you are not married and for some reason you do
not designate a beneficiary, your death benefits will be paid to your
estate or, if no Personal Representative is appointed for your estate, to
your next of kin under the laws of descent and distribution of the State of
Florida.

C. TOTAL AND PERMANENT DISABILITY. If you become unable to perform
the usual duties of your employment as a result of a total and permanent
disability, you will be entitled to receive 100% of the amount in your
Accounts. For purposes of the Plan, you will be considered to have suffered
a total and permanent disability only if your disability has been certified
to by a physician acceptable to the Plan Administrator within 60 days after
the date of the termination of your employment.

D. RESIGNATION OR DISMISSAL BEFORE YOUR NORMAL RETIREMENT DATE. If
your employment by the Company is terminated for reasons other than
retirement after your Normal Retirement Date, death or disability, you will
be entitled to receive the "vested" portion of your Accounts. (See "19.
What Is the Vested Portion of My Accounts?")

19. WHAT IS THE VESTED PORTION OF MY ACCOUNTS?

The vested portion of your Account containing the Company's contributions
(the "Employer Contribution Account") is determined in accordance with the
following schedule based upon your Years of Service with the Company through the
date of your resignation or termination of employment:

VESTED
NUMBER OF YEARS OF SERVICE INTEREST
- -------------------------- --------

Less than 1 Year of Service................................. 0%
1 year, but less than 2 years............................... 25%
2 years, but less than 3 years.............................. 50%
3 years, but less than 4 years.............................. 75%
4 years or more............................................. 100%

If you leave the Company as a result of death or disability (as described
above), or if you leave after you reach your Normal Retirement Date (age 65),
you are 100% vested in your Accounts.

The vested portion of your Employer Contribution Account is in effect the
portion of such account that is not lost upon your termination of employment. If
you leave before you are fully vested (that is, before you are entitled to get
all of your account balance), the amount in which you are not vested will be
forfeited after you incur five consecutive One-Year Breaks in Service or, if
earlier, when you are "cashed out."

PS-12
69

For these purposes, a "One-Year Break in Service" is a Plan Year in which
you complete fewer than 501 Hours of Service. However, in some cases, if you are
absent because you have had or adopted a child, you might not incur a One Year
Break in Service for certain parts of your absence. You are "cashed out" if you
receive your entire vested portion of your Accounts no later than the end of the
fifth Plan Year following the Plan Year in which the termination of employment
occurs.

The amount you forfeit will be reallocated among the accounts of other
Participants at the end of the five-year Break in Service period or at the end
of the Plan Year in which you are "cashed out." A Participant generally is
entitled to share in the forfeited interests if he or she completes at least
1,000 Hours of Service during the Plan Year in which the forfeiture is deemed to
occur, and if he or she was a Participant as of the end of the Plan Year and the
preceding Plan Year.

EXAMPLE. Bill Brown has completed three Years of Service. The total amount
in his account that consists of Company contributions is $4,000. If he now
resigns from the employment of the Company, he will have a vested interest equal
to 75% of $4,000, or $3,000. The balance of $1,000 will be forfeited when Bill
Brown has fewer than 501 Hours of Service in each Plan Year for five consecutive
Plan Years or, if earlier, when he is "cashed out."

In determining your vested percentage, each Year of Service that you have
with the Company is counted (except years before the Company maintained the
Plan), and certain years if you once left the Company and were later reemployed.
(See "25. What If I Am Rehired After I Leave the Company?")

This vesting method has been created to encourage lengthy service. It is
another way of rewarding you for your long-term contributions to the success of
the Company.

The vesting schedule described above only relates to contributions made by
the Company and any earnings thereon. You are fully vested at all times in any
amounts contributed by you to any rollover or voluntary contribution account;
such amounts therefore may not be forfeited, but they are subject to decrease if
the investments made go down in value.

20. WHEN AND HOW ARE MY BENEFITS TO BE PAID?

If you are entitled to a benefit because of your retirement at or after
your Normal Retirement Age (age 65), payment of your benefit will be made or
will begin as soon as practicable after your retirement.

Payment must begin no later than 60 days after the end of the Plan Year in
which your retirement occurs, or such later date as you may request; however, if
you are a principal owner of the Company, you must begin receiving benefits
shortly after the year you reach age 70 1/2, even if you are still employed at
that time, and if you are not a principal owner, you may have the right to elect
to begin to receive benefits at that age.

If you are entitled to a benefit because of your death, disability or
severance of employment before retirement, payment of your benefit will be made
as soon as practicable after the date of your death, disability or severance of
employment. However, if at the time you are to receive your benefit its value
exceeds $3,500, you will not receive payment of your benefit until you reach
your Normal Retirement Date (age 65), unless you consent to the earlier payment.

A retirement benefit generally will be paid under one of the following
payment options selected by you or, in the event of your death, your
beneficiary:

1. Payment of your benefit in a single lump sum.

2. Payment of your benefit in equal annual installments of at least
$100 per year over a period not extending past your life expectancy or the
joint life expectancy of you and your designated beneficiary. If this
option is selected, the portion of your Accounts that is not used to make
the annual payment will share in the gain or loss, or increase or decrease
in value, resulting during the year from the investment of Trust assets.

Any benefit of $3,500 or less will be paid in a lump sum.

PS-13
70

With respect to all benefits other than a retirement benefit, your benefit
will be paid in a lump sum.

If your payment is to be made in a lump sum, or in annual installments of
less than 10 years, you will be given the opportunity to elect whether to
receive the funds yourself or whether to have them rolled over from the Plan
directly to an IRA or another employer plan on your behalf. Each alternative
involves different tax and other consequences, which will be referred to in the
information then provided you.

21. ARE MY BENEFITS GUARANTEED BY THE PBGC?

No. Because the Plan is a profit sharing plan, your benefits are not
guaranteed by the Pension Benefit Guaranty Corporation or any other entity or
individual.

22. HOW DO I MAKE A CLAIM FOR BENEFITS?

You do not need to file any form or take any other action in order to
receive benefits under the Plan. However, if you believe that you are not
receiving a benefit that you should, you may file a claim with the Plan
Administrator for the benefit.

Once you file a claim, you should receive written notice within 90 days of
the action taken on the claim. If the Plan Administrator needs more time to
consider your claim, it will so inform you within 90 days, and you will receive
written notice of the decision within 180 days from the date you filed the
claim.

If the claim is denied (either because you receive a written denial or
because you do not receive notice of the action taken within the required time
period), you may ask for a review of your claim. You have 60 days after your
claim is denied to ask the Plan Administrator for this review. During this
60-day period, you have the right to look at all relevant documents and to give
your views and comments in writing. The Plan Administrator must make a decision
within 60 days after it gets your request for review, unless special
circumstances require a longer time (but not more than 120 days after you have
asked for the review). The decision of the Plan Administrator must be given to
you in writing and must include specific reasons for the decision, with specific
references to the Plan provisions on which the decision is based.

If you disagree with the decision of the Plan Administrator, you may sue
the Plan to get the benefit you believe is due you. However, the Company hopes
that any dispute will be resolved without the need for a lawsuit.

23. CAN MY SHARE IN THE PLAN BE ASSIGNED OR ATTACHED?

Generally not. As long as your share in the Plan has not been paid to you,
your share in the Plan generally cannot be pledged or assigned by you, or
reached by any of your creditors. However, if a court issues a qualified
domestic relations order, benefits that otherwise would be paid to you may be
required to be paid to your spouse, former spouse or child.

24. DOES THE PLAN AFFECT MY SOCIAL SECURITY BENEFITS OR PAYMENTS?

No. The benefits of the Plan are in addition to any Social Security
benefits or payments you are entitled to receive.

25. WHAT IF I AM REHIRED AFTER I LEAVE THE COMPANY?

Because of the requirements of the law, there are several rules set forth
in the Plan as to what happens if you are rehired by the Company after you have
once left its employment. These rules are extremely complex, and because they
will not apply to most of the Participants, the Company does not believe it
appropriate to discuss them further in this description. However, if you believe
that one of these rules applies to you and wish a further explanation, please
contact the Plan Administrator.

PS-14
71

26. WHAT ARE MY RIGHTS UNDER THE PLAN?

The following statement is required by federal law and regulations
concerning your rights under the Plan:

As a Participant in the Plan, you are entitled to certain rights and
protections under the Employee Retirement Income Security Act of 1974 ("ERISA").
ERISA provides that all Plan Participants shall be entitled to:

Examine, without charge, at the Plan Administrator's office and at
other specified locations, such as worksites, all Plan documents, including
insurance contracts and copies of all documents filed by the Plan with the
U.S. Department of Labor, such as detailed annual reports and Plan
descriptions.

Obtain copies of all Plan documents and other Plan information upon
written request to the Plan Administrator. The Plan Administrator may make
a reasonable charge for the copies.

Receive a summary of the Plan's annual financial report. The Plan
Administrator is required by law to furnish each Participant with a copy of
this summary annual report.

Obtain a statement telling you whether you have a right to receive a
benefit at normal retirement age (age 65) and, if so, what your benefits
would be at normal retirement age if you stop working under the Plan now.
If you do not have a right to a benefit, the statement will tell you how
many more years you have to work to get a right to the benefit. This
statement must be requested in writing and is not required to be given more
than once a year. The Plan must provide the statement free of charge.

In addition to creating rights for Plan Participants, ERISA imposes duties
upon the people who are responsible for the operation of the Plan. The people
who operate your Plan, called "fiduciaries" of the Plan, have a duty to do so
prudently and in the interest of you and other Plan Participants and
beneficiaries. No one, including the Company or any other person, may fire you
or otherwise discriminate against you in any way to prevent you from obtaining a
benefit under the Plan or exercising your rights under ERISA. If your claim for
a benefit is denied in whole or in part, you must receive a written explanation
of the reason for the denial. You have the right to have the Plan Administrator
review and reconsider your claim. Under ERISA, there are steps you can take to
enforce the above rights. For instance, if you request materials from the Plan
and do not receive them within 30 days, you may file suit in a federal court. In
such a case, the court may require the Plan Administrator to provide the
materials and pay you up to $100 a day until you receive the materials, unless
the materials were not sent because of reasons beyond the control of the Plan
Administrator. If you have a claim for benefits that is denied or ignored, in
whole or in part, you may file suit in a state or federal court. If it should
happen that the Plan fiduciaries misuse the Plan's money, or if you are
discriminated against for asserting your rights, you may seek assistance from
the U.S. Department of Labor, or you may file suit in a federal court. The court
will decide who should pay court costs and legal fees. If you are successful,
the court may order the person you have sued to pay these costs and fees. If you
lose, the court may order you to pay these costs and fees. It may do so, for
example, if it finds your claim is frivolous. If you have any questions about
the Plan, you should contact the Plan Administrator. If you have any questions
about this statement or about your rights under ERISA, you should contact the
nearest Area Office of the U.S. Labor-Management Services Administration,
Department of Labor.

27. MAY THE PLAN BE AMENDED OR TERMINATED?

The Company has the right to amend the Plan at any time. Thus, your rights
as discussed in this description may be changed. However, if they are changed
materially, the Company must notify you of the change within a reasonable time.

The Company intends to continue the Plan and to make contributions to it
for an indefinite period. However, the Company has the right to discontinue
contributions to the Plan or even to terminate the Plan at any time. If the
Company terminates the Plan or discontinues contributions to it, you will be
100% vested in your share of the Plan without regard to the number of years you
have worked for the Company.

28. WHAT ARE THE TAX EFFECTS OF THE PLAN?

The Plan is intended and is believed to be qualified under Section 401(a)
of the Internal Revenue Code (the "Code"). As long as the Plan is so qualified:
(1) you and the other Participants do not realize taxable income at

PS-15
72

the time contributions are made to the Plan; (2) as long as the applicable
contribution limits imposed by the Code are not exceeded, the Company is
entitled to a deduction from its taxable income for the amount of the
contributions made by it to the Plan; and (3) neither the Plan nor you and the
other Participants recognize taxable income or loss on either the realized or
unrealized gain or loss with respect to investments made under the Plan.

Because you do not pay tax on the amounts contributed to the Plan or on any
annual gains within the Trust, the amount of any distribution or withdrawal is
generally taxable to you in full as ordinary income in the year of payment. You
may continue to defer current taxation, however, if you elect to rollover your
account balances to an Individual Retirement Account or directly into another
employer's qualified plan.

If you choose a direct rollover:

- Your payment will not be taxed in the current year and no income tax will
be withheld.

- Your payment will be made directly to your IRA or to another employer
plan that accepts your rollover.

- Your payment will be taxed later when you take it out of the IRA or the
employer plan.

If you choose to have your Plan benefits paid to you:

- You will receive only 80% of the payment because the Plan Administrator
is generally required to withhold 20% of the payment and send it to the
IRS as income tax withholding to be credited against your taxes.

- You can roll over the payment you receive by paying it to your IRA or to
another employer plan that accepts your rollover within 60 days of
receiving the payment. The amount rolled over will not be taxed until you
take it out of the IRA or employer plan.

- If you want to roll over 100% of the payment to an IRA or an employer
plan, you must find other money to replace the 20% that was withheld. If
you roll over only the 80% that you received, you will be taxed on the 20%
that was withheld and that is not rolled over.

- Your payment will be taxed in the current year unless you roll it over.
You may be able to use special tax rules that could reduce the tax you
owe. However, if you receive the payment before age 59 1/2, you also may
have to pay an additional 10% penalty tax (see Note).

NOTE: If you receive a payment before you reach age 59 1/2 and you do not roll
it over, then, in addition to the regular income tax, you may have to pay an
extra tax equal to 10% of the taxable portion of the payment. This extra tax is
not due if your benefit is (1) paid to you because you separate from service
after you have reached age 55 or (2) paid because you separate due to
disability, as defined by the Internal Revenue Code or (3) paid to you as a
beneficiary of a deceased Participant or (4) paid to you as an alternate payee
pursuant to a Qualified Domestic Relations Order.

A final distribution from the Plan will generally qualify as a "lump sum
distribution" and may be eligible for special tax treatment. A lump sum
distribution is a payment, within one year, of your entire balance under the
Plan (and other similar plans, if any, of the Company) that is payable to you
because you have reached age 59 1/2 or have separated from service with the
Company. For a payment to qualify as a lump sum distribution, you must have been
a participant in the plan for at least five years. The special tax treatment for
lump sum distributions is described below.

- If you receive a lump sum distribution after you are age 59 1/2, you may
be able to make a one-time election to figure the tax on the payment by
using "5-year averaging". Five-year averaging often reduces the tax you
owe because it treats the payment much as if it were paid over 5 years.
This special rule will not be available for distributions made in tax
years beginning after December 31, 1999.

PS-16
73

- If you receive a lump sum distribution and you were born before January
1, 1936, you can make a one-time election to figure the tax on the payment
by using "10-year averaging" (using 1986 tax rates). Like the 5-year
averaging rules, 10-year averaging often reduces the tax you owe.

The tax laws with respect to distributions and withdrawals from qualified
plans are quite complex and are subject to change. Accordingly, you are urged to
consult your own tax advisor to determine the particular tax
consequences -- Federal, state and local -- that may result from your
participation in the Plan and your receipt of plan withdrawals or distributions.

PS-17
74

APPENDIX

NAME OF PLAN:

Lamalie Associates, Inc. Profit Sharing Plan

EMPLOYERS WHOSE EMPLOYEES ARE COVERED BY THE PLAN (THE "COMPANY"):

Lamalie Associates, Inc.

IRS EMPLOYER IDENTIFICATION NO. OF COMPANY ADOPTING THE PLAN:

59-2776441

PLAN NUMBER ASSIGNED BY SPONSOR OF THE PLAN:

001

NAME, BUSINESS ADDRESS AND TELEPHONE NUMBER OF THE PLAN ADMINISTRATOR:

Lamalie Associates, Inc.
3903 Northdale Boulevard
Tampa, Florida 33624
(813) 961-7494

The Plan Administrator has designated Jack P. Wissman as its contact.

NAME AND ADDRESS OF AGENT FOR SERVICE OF LEGAL PROCESS:

Mr. Jack P. Wissman
3903 Northdale Boulevard
Tampa, Florida 33624

(Service of legal process may also be made upon a Trustee of the Plan or the
Plan Administrator.)

NAME, TITLE AND BUSINESS ADDRESS OF EACH TRUSTEE OF THE PLAN:

Mr. Jack P. Wissman
3903 Northdale Boulevard
Tampa, Florida 33624

Ms. Cynthia S. Jetmore
3903 Northdale Boulevard
Tampa, Florida 33624

NAME AND ADDRESS OF EACH INVESTMENT MANAGER OF THE PLAN:

The Vanguard Group of Investment Companies
Vanguard Financial Center
Valley Forge, PA 19482

The Scudder Funds
Post Office Box 2291
Boston, MA 02107-2291

AIM Advisors, Inc.
11 Greenway Plaza, Suite 1919
Houston, TX 77046

T. Rowe Price Services, Inc.
Post Office Box No. 8900
Baltimore, MD 21289-0250

ENDING DATE OF THE PLAN YEAR:

Last day of February

PS-18
75

LAMALIE ASSOCIATES, INC.

PROFIT-SHARING PLAN
PROSPECTUS SUPPLEMENT INVESTMENT DESIGNATIONS

INVESTMENT DESIGNATIONS:

This represents the Plan's authorization to invest my entire account
balance, including both existing profit sharing dollars together with any
interim earnings, gains or losses, as designated below. I understand that these
designations will be effective for the period commencing with the completion of
the Offering, and that I will next be eligible to change these percentages
effective October 1, 1997.

(PLEASE USE 5% INCREMENTS)

CURRENT NEW
DESIGNATIONS DESIGNATIONS
------------ ------------

Vanguard Money Market Reserves -- Prime Portfolio........... % %

Vanguard Admiral Short-term U.S. Treasury Portfolio.........

Vanguard Bond Index Fund -- Total Bond Market Portfolio.....

T. Rowe Price International Bond Fund.......................

Vanguard S&P 500 Index Trust................................

AIM Aggressive Growth Fund..................................

Vanguard European Equity Index Trust........................

Vanguard Pacific Equity Index Trust.........................

Scudder Latin America Fund..................................

Lamalie Associates, Inc. Common Stock....................... % %
---- ---
(Investment in Common Stock may not exceed 10% of total
account balance.)

Total............................................... 100% 100%
==== ===
- -------------------------------------------------------- ------------------------------
Signature Date

PLEASE RETURN THIS FORM TO THE ATTENTION OF MARILYN LONG ON OR BEFORE 12:00 NOON
ON JUNE 27, 1997. THE AUTHORIZATION SET FORTH ABOVE WILL NOT BE EFFECTIVE AND NO
PORTION OF YOUR ACCOUNT BALANCE WILL BE USED TO PURCHASE SHARES IN THE OFFERING
UNLESS THIS FORM IS RETURNED NO LATER THAN SUCH DATE AND TIME.

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