1
FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended November 2, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
--------------- -----------------
Commission file number 1-14018
-------
Norrell Corporation
-------------------
(Exact name of Registrant as specified in its charter)
Georgia 58-0953079
------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3535 Piedmont Road N.E., Atlanta, Georgia 30305
- ----------------------------------------- --------
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: (404) 240-3000
--------------
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
------------------- -----------------------------------------
Common Stock, no par value New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether Registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]
The aggregate market value of the voting stock held by non-affiliates of
the Registrant, as of December 31, 1997, was approximately $280,615,781. This
amount excludes a total of 13,002,887 shares of Common Stock owned either
directly or beneficially by officers, directors and principal stockholders of
the Registrant, who may be deemed to be affiliates under applicable rules of the
Securities and Exchange Commission. As of December 31, 1997, there were
27,121,920 shares of Registrant's Common Stock, no par value, outstanding.
2
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Company's Proxy Statement which has been mailed to
stockholders in connection with the Company's annual meeting of stockholders,
scheduled to be held on March 3, 1998, are incorporated by reference in Part III
of this report. Except for the portions expressly incorporated by reference, the
Company's Proxy Statement shall not be deemed to be a part of this report.
Portions of the Norrell Corporation Annual Report 1997, which has been
mailed to stockholders, are incorporated by reference in Part II of this report.
Except for the portions expressly incorporated by reference, the Norrell
Corporation Annual Report 1997 shall not be deemed to be a part of this report.
2
3
PART I
ITEM 1. BUSINESS
GENERAL
Norrell Corporation (referred to herein, along with its subsidiaries and
joint ventures, as the "Company" or "Norrell") is a strategic workforce
management company and a leading provider of staffing, outsourcing and
professional services. The Company is organized into three business groups:
Staffing Services, which provides temporary administrative, teleservices and
light industrial staffing; Outsourcing Services, which provides administrative
services, teleservices and human resources services, in which the Company
assumes responsibility for the results of a client process; and Professional
Services, which provides accounting staffing, information technology staffing,
project management services, systems integration consulting services, and
executive placement. The Company's customers are businesses, professional and
service organizations, and government agencies in the United States and Canada.
Based upon revenues, the Company believes it is one of the largest companies in
the staffing industry in North America.
The Company provides a broad range of services through its national
network of 468 locations, including 155 Company-owned locations, 133 outsourcing
services locations, 137 franchised locations, and 43 professional services
offices as of December 31, 1997. In fiscal 1997, the Company supplied to
approximately 19,000 clients (including subsidiaries and affiliated companies)
in the United States and Canada over 236,000 staffing, outsourcing and
professional personnel. The Company's employees possess a wide variety of
office, light industrial, information technology and other skills, including
secretarial, clerical, word processing, data entry, graphics, telemarketing,
assembly, picking, packing and sorting, shipping and receiving, customer
service, records management, administrative, human resources (recruiting,
interviewing, assessment and training), computer programming, computer
consulting, systems analysis, systems integration, accounting and additional
financial services. The Company also provides home health aides and related
services to government agencies and home health agencies.
Since its incorporation in Georgia in 1965, the Company's quality service
and customer focus have enabled it to compile a history of core business growth
and expansion. From its beginnings as a provider of short-term replacement or
fill-in personnel, often referred to as traditional temporary services, the
Company has expanded into long-term staffing, managed staffing, "Master Vendor
Partnering", outsourcing and professional services. In addition, the Company has
expanded geographically from a base of locally owned and operated offices in
Atlanta, Georgia, to a national network of 468 locations as of December 31,
1997. In recent years, the Company has supplemented this internal growth with
acquisitions and joint ventures, which has not only added to the Company's
geographic markets, but has also increased revenues and expertise in desirable
service offerings such as information technology, financial services,
teleservices, and temporary and permanent executive placements.
BUSINESS STRATEGY
The Company's objective is to continue to be a leading national provider
of staffing, outsourcing, and professional services. The key components of the
Company's strategy are as follows:
Offer a Seamless Spectrum of Strategic Workforce Management Solutions.
Through its national network of offices, the Company offers strategic workforce
management for clients committed to high quality, value-added services which are
customized to strengthen a specific client's organizational effectiveness and
flexibility. The Company partners with these clients to diagnose workforce
problems and design an integrated service solution, ranging from short-term
staff augmentation to comprehensive workforce structures that include dedicated
management teams.
Maintain High Quality Service Focus. The Company is dedicated to
providing high quality services and believes it is an industry leader in its
quality focus and related performance measurement systems. To maintain a
consistently high quality standard for all of its employees, the Company uses a
number of automated systems to
3
4
screen and evaluate potential employees, to make appropriate assignments, to
evaluate and review employees' performance, and to obtain and act upon client
feedback. These extensive, integrated and automated quality measurement and
control systems distinguish the Company from its competitors and help to attract
and retain customers seeking consistent results and a nationwide approach to
their staffing needs. The Company has made a substantial investment in and
intends to continue to invest in technology and information related software and
hardware. See "Quality and Technology." These investments have included
integrating the Company's personnel and client databases nationwide, automating
many tasks at the branch level, and enhancing back-office efficiency.
Develop and Expand Service Offerings. The Company plans to grow its
existing base of business by continuing to develop service offerings that
complement its core business. Services added in the last three years through
joint ventures, acquisitions and internal growth include information technology
staffing and consulting (including systems integration), financial staffing,
outsourced call center management, and temporary and permanent executive
placements. By cross-selling these new services to existing accounts, the
Company seeks to increase the volume of business within its current base of over
19,000 clients. The Company also plans to attract new clients based upon its
comprehensive solutions approach. In addition to expanding its existing service
offerings, the Company continually evaluates new service offerings which will
enable it to better meet its clients' needs.
Pursue Strategic Acquisitions. The Company intends to continue to pursue
strategic acquisition opportunities that allow the Company to develop new
services, acquire additional management expertise or enter key geographic
markets. Since July 1995, the Company has acquired three information technology
services, one accounting services and three staffing services businesses, and
one executive temporary and permanent placement firm. The Company believes that
the professional services acquisitions represent business opportunities with
growth and profitability potential in excess of the Company's core staffing
business.
BUSINESS GROUPS
The Company has classified its businesses into three business groups:
Staffing Services, Outsourcing Services, and Professional Services.
Staffing Services. The Company's staffing services are generally
performed by its subsidiary, Norrell Services, Inc. In addition, Norrell Health
Care provides staffing in the health care field, primarily in the states of New
York, New Jersey and Pennsylvania.
Temporary Staffing. Employees may be assigned to work for a client for
either a specified or indefinite period of time as necessary to meet the needs
of clients. The expense and inconvenience to a client of recruiting workers,
including advertising, interviewing and testing, conducting reference and
background checks and drug testing are reduced when temporary personnel are
engaged. Use of these services also enables the client to eliminate or reduce
record keeping, expenses associated with fringe benefits, turnover and related
personnel costs usually associated with its workers. A client pays only for
actual hours worked by temporary personnel and may terminate the use of
temporary services without the adverse effects of layoffs. The Company also
offers short-term staffing, sometimes referred to as project or peak period
staffing, through which the Company can meet fluctuating staffing requirements
quickly and easily, helping clients maintain high levels of productivity without
the need to add permanent staff. The Company defines short-term staffing as an
assignment of less than six months that involves one-time, seasonal or recurring
use of temporary employees. During fiscal 1997, the Company generated $358.8*
million from its temporary staffing services, compared with $323.3 million in
revenues in fiscal 1996.
Long-Term Staffing. The Company offers long-term staffing options
tailored to specific client needs. Through long-term staffing, the Company
provides and supervises employees for functions or departments on an extended
basis. The Company defines long-term staffing as the staffing of specific
positions for six months or
- -------------------------------------
* /All information concerning fiscal 1997 revenues in this Item 1 has been
adjusted to exclude results attributable to a 53rd week of operations, which
occurs every five to six fiscal years.
4
5
more. During fiscal 1997, the Company generated $212.8* million in revenues from
its long-term staffing services, compared with $191.5 million in fiscal 1996.
Managed Staffing. The Company emphasizes managed staffing, which is the
staffing of positions with personnel on a planned and continuing basis, in most
cases with one of the Company's on-site managers who is trained to manage the
contingent workforce process. Managed staffing represents a cost-effective
solution for employers who spend a significant amount of administrative and
personnel department time managing employees whose jobs are generally routine
and are characterized by high turnover rates and also for employers in
industries with fluctuating personnel needs. Such employers use staffing
personnel as a valuable management tool to control overhead costs and enhance
profitability. Examples of managed staffing clients of the Company include
customer service centers, distribution centers, and various light manufacturing
and packaging businesses. The Company's managed staffing business grew 48.9%
during fiscal 1997 from $82.9 million in revenues in fiscal 1996 to $123.4*
million in revenues during fiscal 1997.
Master Vendor Partnering ("MVP"). The Company offers its MVP program to
its clients in conjunction with its other service offerings. Through its MVP
program, the Company acts as a general manager for all of the client's external
staffing needs. The Company provides a broad spectrum of solutions from staffing
to call center services to information technology services to help the client
meet its changing needs. The MVP program enables the client to significantly
increase its organizational flexibility and effectiveness. During fiscal 1997,
revenues from the Company's MVP program increased 18.4% from $143.0 million in
fiscal 1996 to $169.3* million in fiscal 1997.
Outsourcing Services
The Company today provides a portfolio of outsourcing services including
administrative (secretarial, clerical, graphics, desktop publishing,
multimedia), corporate and general services (mail center management, courier
management, shipping/receiving, records retention), document processing
(imaging, personnel records management, electronic data interchange, accounts
payable, data entry, invoicing), human resources (recruiting, interviewing,
assessment and training) and call center services. Typical outsourcing
arrangements have many of the following characteristics: the Company supplies
and manages the staff, the agreement contains specific service productivity and
quality measurements, extends a year or longer, covers a defined scope of work,
and has a gainsharing agreement. Outsourcing services are generally performed by
the Company's subsidiary, Tascor Incorporated ("Tascor"), and by its joint
venture entities CallTask Incorporated and NorCross Teleservices, Inc. The
business of another joint venture - HealthTask L.P. - is being wound down due to
failure to perform to the expectations of its partners and the Company. In
fiscal 1997, the Company's outsourcing revenues were $247.6* million, an
increase of 19% over fiscal 1996, which had $208.1 million in outsourcing
revenues.
Professional Services
The Company's Professional Services group includes Norrell Information
Services, Inc., a subsidiary of the Company, Norrell Financial Staffing, a
division of the Company's Norrell Services, Inc. subsidiary, and IMCOR, Inc., an
executive temporary and permanent placement firm acquired in October, 1997.
Information technology services is one of the Company's newest products,
built with three acquisitions: Analytical Technologies, Inc. and ANATEC Canada,
Inc. (collectively referred to as "ANATEC") and American Technical Resources,
Inc. ("ATR"), which were acquired in fiscal 1996, and Comtex Information
Systems, Inc. ("Comtex"), which was acquired in fiscal 1997. The Company is in
the process of integrating these acquisitions into Norrell Information Services,
which delivers full life-cycle solutions including technology consulting,
project management, software development, documentation services, and education
and training. Norrell Information Services also provides systems planning and
development, systems integration, organizational consulting related to business
transformation, and staff augmentation support, and provides contract employees
from its national
- -------------------------------------
* /All information concerning fiscal 1997 revenues in this Item 1 has been
adjusted to exclude results attributable to a 53rd week of operations, which
occurs every five to six fiscal years.
5
6
database of information technology professionals. Revenues from the Company's
information technology services increased from $50.5 million in fiscal 1996 to
$133.8* million in fiscal 1997, an increase of 165%.
The Company's Norrell Financial Staffing division is led by staffing
consultants who are experienced accounting and financial professionals with the
ability to recruit, screen and hire financial specialists ranging from a chief
financial officer to an accounting clerk. During fiscal 1997, the Company
experienced significant growth in financial staffing due to growth of existing
accounts. Revenues from financial staffing increased from $14.6 million in
fiscal 1996 to $29.4* million in fiscal 1997, an increase of 101%.
On October 17, 1997, the Company acquired IMCOR, Inc., an executive
temporary and permanent placement firm based in Stamford, Connecticut. IMCOR
recruits, screens and hires "portable" executives and places them in client
organizations throughout the United States. IMCOR executives work as interim
managers and project leaders in areas such as general management, finance,
operations, information technology, manufacturing, marketing, human resources
and strategic planning. IMCOR executives perform services on an as-needed basis
or to allow the client to assess the executive's ability prior to making an
offer to hire the executive.
QUALITY AND TECHNOLOGY
The Company is dedicated to providing high quality services and believes
it is an industry leader in its quality focus and technological approach
including related measurement systems. In order to maintain a consistently high
quality standard for all of its temporary and staffing employees, the Company
uses automated systems to screen and evaluate potential employees, to make
appropriate assignments, and to evaluate and review an employee's performance.
The Company's quality system, Qualisys, is comprised of three major components:
(i) Exact MatchSM, a screening and placement process which matches the employee
to the client's needs; (ii) B.O.S.S., its Branch Office Support System, an
extensive database of client and personnel information; and (iii) I.R.I.S. SM,
or Integrated Research Information System, by which the Company obtains direct
client feedback and measures individual employee performance. These automated
services enable the Company to provide staffing services quickly and
efficiently, monitor client needs and utilization trends, measure the Company's
service quality and evaluate and train its employees. This extensive, integrated
and automated quality measurement and control system distinguishes the Company
from its competitors. With its outsourcing clients, the Company also develops
customized performance measurement benchmarks and systems for each client
contract as requested. These standards and systems are designed with client
input and take into account clients' quality needs and standards.
In 1995 the Company began an initiative to install state-of-the-art
systems in order to support the substantial growth of the Company, provide
better support for the Company's national accounts, facilitate the integration
of newly acquired companies, and to identify and resolve any Year 2000 issues
with its systems. Due largely to changes in the Company's business, certain of
the systems that had been developed - including particularly the Company's
payroll and billing systems - were determined to be too limited to support
future business needs. As a result, the Company recorded a write-off in the
fourth quarter of fiscal 1997 related to these systems and embarked upon a new
design approach. See Note 6 to the Company's Consolidated Financial Statements.
A process, supported by outside consultants, is underway to enhance its systems
to meet long-term business needs and to determine an appropriate technical
solution to the Company's systems requirements. The Company anticipates
completing the technical assessment by the end of the first quarter of fiscal
1998. The Company anticipates no disruption in normal business.
In a related effort, the Company has conducted a comprehensive review of
its computer systems and is developing an implementation plan to address the
effects on its systems of the Year 2000 issue. The Year 2000 issue is the result
of computer programs being written using two digits rather than four to define
the applicable year. If this issue is not addressed appropriately and in a
timely manner, any of the Company's programs that have time-sensitive software
may recognize a date using "00" as the year 1900 rather than the year 2000,
resulting in a major system failure or miscalculations. The Company presently
believes that, with planned modifications to existing
- -------------------------------------
* /All information concerning fiscal 1997 revenues in this Item 1 has been
adjusted to exclude results attributable to a 53rd week of operations, which
occurs every five to six fiscal years.
6
7
software and conversions to new software, the Year 2000 issue will not pose
significant operational problems for the Company's computer systems as so
modified and converted. However, if such modifications and conversions are not
completed in a timely manner, the resulting Year 2000 problems could have a
material adverse impact on the operations of the Company.
ORGANIZATIONAL STRUCTURE
The Company provides its services through a national network of 468
Company-owned locations, franchised locations, outsourcing locations, and
professional services locations. The table below sets forth certain historical
information concerning the number of Company locations:
As of the End of Fiscal
Year
1993 1994 1995 1996 1997
---- ---- ---- ---- ----
Company-Owned Offices 115 115 121 133 152
Franchised Offices (1/) 103 107 119 133 134
Outsourcing Locations (2/) 59 75 91 105 134
Professional Services Offices (3/) 2 2 21 30 48
--- --- --- --- ---
Total Company Offices and Locations 279 299 352 401 468
=== === === === ===
During fiscal 1997, the Company focused upon aligning its organization to
better support its vision as a strategic workforce management company. Through
the efforts of multiple task-forces which analyzed many aspects of the company's
business approaches and methods, the Company is in the process of reorganizing
to enhance the structure of its field organization, corporate resources and its
methods of selling and supplying its services. While some of the changes
resulting from this process have already been implemented, much of this
realignment will occur in fiscal 1998 and beyond. The organizational structure
of the Company, before the reorganization, is described below.
Company-Owned Operations. The Company owns and operates temporary
personnel services offices in major markets, each of which is managed by a
Norrell manager who is responsible for most aspects of the Company's business
within that market. These responsibilities include sales and client development,
recruitment and retention of staffing employees and the implementation of
Norrell's marketing strategies. The Company provides training to field managers,
sales representatives and operations personnel in all of these areas. A
substantial portion of field employees' compensation is based on financial
performance, including the attainment of profit objectives. Company-owned
offices operating in "middle markets" (generally markets with populations
between 500,000 and 1.5 million) are operated under special incentive
arrangements by managers who receive lower salaries and higher incentive
compensation relative to managers of other Company-owned offices.
Franchised Operations. The Company operates franchised offices throughout
the United States and in Canada and Puerto Rico. The Company developed its
initial franchise strategy in the mid-1960s as an important element of its
overall growth plans. Franchising provides the opportunity to enter targeted
markets with substantially less capital than would be required to establish
Company-owned offices. The Company's primary franchise target markets are cities
with populations between 50,000 and 500,000 people. The Company also establishes
franchised offices under its trade name
- ---------------------------------
1 / Occasionally, the Company acquires a franchised office and operates it as a
Company-owned office until it is refranchised. Such offices are included in
franchised locations.
2 / Outsourcing services are generally performed at the clients' facilities.
3 / Most of the offices of Norrell Financial Staffing included in the number of
Professional Services Offices share space with offices also listed above as
Company-Owned Offices.
7
8
Dynamic People to increase market penetration in major markets in which the
Company may also operate Company-owned offices.
Outsourcing Operations. The Company currently has operations at sites
throughout the United States responsible for the delivery of outsourcing
services. The majority of the Company's outsourcing operations are located on
site at its customers' facilities, and the remaining outsourcing sites are
located in leased offices. Other than regional offices and its corporate offices
in the Company's headquarters building, the Company's outsourcing subsidiary
does not maintain sales or administrative offices separate from the locations at
which client services are performed, allowing the Company to control the growth
of overhead costs. Outsourcing services are delivered by employees who are hired
by the Company to perform services during the term of an outsourcing contract.
These employees and related field operations are managed by the Company's site
managers and area managers who are responsible for service delivery, customer
satisfaction, and sales of additional services to current customers through both
expansion of existing contracts as well as the addition of new contracts.
Professional Services Operations. As of December 31, 1997, the Company
maintains 43 professional services offices in the principal markets it currently
serves. Each location is managed by a financial or information technology
professional responsible for its marketing strategies.
SALES AND MARKETING
The Company has developed a sales and marketing strategy which is
implemented through its Company-owned and franchised staffing services offices,
its on-site and off-site outsourcing services locations, and its professional
services locations. The Company executes this strategy on both a national and
local level. National sales is a joint effort conducted by a national account
team located in the home office and the field organization. The local branch
offices provide the service and sales efforts necessary to support large
national customers. Pursuing national account relationships is important to the
Company's growth due to the consolidation of vendors by large national clients
and due to the broad spectrum of services these customers desire. Local accounts
are developed by the Company-owned and franchised offices primarily through
client referrals, community involvement and direct contacts with prospective
clients. Contacts are made through sales representatives, telephone marketing
calls and direct mail solicitation.
For all traditional staffing clients, the Company has developed a system
of formal consultation with its clients' management to determine the clients'
specific requirements and to evaluate their potential use of staffing personnel.
This approach involves: (i) an in-depth study of the client's corporate
attitudes and departmental organization to gain insight into the client's
operating philosophy; (ii) an analysis of the client's performance expectations
and work experience requirements for staffing personnel; (iii) a job-by-job
analysis of the cost effectiveness the client can expect from the use of the
Company's staffing employees; and (iv) on-going management reports evaluating
the actual results of utilizing the Company's services. This process facilitates
an effective match of a client's needs with skills of the staffing employee and
enables the client to analyze its use of staffing services. The Company offers
all clients the "Norrell Guarantee", under which a client will not be billed if
the client is not satisfied with a staffing employee's performance.
The Company's sales efforts for its outsourcing and professional services
offerings are accomplished by both the field sales organization and the national
accounts teams. Functional experts from Norrell's spectrum of services,
including information services, financial staffing, call center services and
outsourcing provide invaluable sales support with these service offerings. New
sales are generally made to companies at the senior executive level. Sales of
outsourcing and professional services to an existing client are made by both the
operations management team responsible for the client and the field sales
organization and the national accounts organization.
The development of awareness and preference for both the Norrell brand
and the Company's service offerings is a primary initiative of the corporate
sales and marketing and communications departments. Through a variety of
national and local marketing vehicles and public and media relations, the
Company communicates the attributes of a brand position and service offerings to
current customers, prospects and the business community. By definition,
8
9
Strategic Workforce Management is the strategy and process by which the Company
delivers competitive advantage to its clients through an array of integrated
workforce solutions. This approach also serves to articulate the value
proposition that enables the Company to differentiate and favorably position its
brand as well as communicate compelling attributes relative to its individual
service offerings. For recruitment purposes, the Company and its franchisees
utilize a multi-tier marketing strategy to attract and retain employees to fill
the broad spectrum of staffing and outsourcing services.
RECRUITING AND PLACEMENT
The Company's staffing personnel are primarily individuals between jobs
or careers, individuals re-entering the job market or individuals who prefer the
flexibility and variety of shorter-term work assignments. A substantial
proportion of new staffing personnel are obtained through referrals by other
Norrell personnel. Staffing personnel are also recruited through local and
national advertising media. Due to shortages in the labor market, the Company
focuses upon developing and implementing recruiting techniques which will
attract and retain qualified personnel.
The Company conducts an interviewing and testing process to screen and
evaluate the skills of potential personnel. Company-developed or purchased
programs are used to determine skill levels and work attitudes in order to
assist in making proper assignments. The Company provides training programs to
increase and improve the skills of its personnel. To maintain the quality and
effectiveness of its staffing workforce, the Company uses the I.R.I.S. system to
review an employee's performance with the client.
To be able to meet demand for qualified home health personnel, who are
generally in short supply, the Company recruits employees and conducts a
two-week training program to qualify employees as certified home health aids or
a one-week training program to qualify them as personal care aides. These
training programs effectively increase the Company's supply of qualified aides.
MAJOR CLIENTS
The Company receives a material portion of its revenues from its largest
clients. During fiscal 1996 and 1997, revenues generated by the Company from
contracts with IBM equaled $158.6 million and $171.9* million, respectively,
representing 15.6% and 13.2% respectively, of the Company's consolidated
revenues for such periods. During fiscal 1997, the Company received $37.6*
million in revenues for services performed under a Management Services Agreement
with IBM. The balance of the Company's IBM-related revenues are consolidated
under multiple contracts with different purchasing units within IBM.
During fiscal 1996 and 1997, revenues generated by the Company from
contracts with United Parcel Service, Inc. ("UPS") equaled $122.2 million and
$112.5* million respectively, representing 12.0% and 8.8% respectively of the
Company's consolidated revenues for such periods. Following a strike at UPS in
the fourth quarter of fiscal 1997, revenues from UPS declined substantially.
Although the strike lasted only two weeks, current revenue levels are at only
75% to 80% of pre-strike levels. Several locations have not resumed service and
bill rates have been lowered in certain cases as UPS tries to reduce costs.
Although the Company maintains a strong relationship with UPS, the Company
expects lower revenues from UPS to persist in the near future.
No other client accounted for more than 10% of the Company's consolidated
revenues for fiscal 1996 or 1997. However, the loss of, or a further substantial
reduction in the revenue provided by UPS or IBM could have a material adverse
effect on the Company. Moreover, the Company's results of operations can be
highly sensitive to changes in the business of its major clients and changes in
its relationships with such clients.
- -------------------------------------
* /All information concerning fiscal 1997 revenues in this Item 1 has been
adjusted to exclude results attributable to a 53rd week of operations, which
occurs every five to six fiscal years.
9
10
COMPETITION
The staffing industry is highly competitive with more than 7,000
temporary services and staffing companies operating in the United States. The
staffing services provided by the Company also are provided by several other
companies with nationwide operations that have substantially greater resources
than the Company. In addition, the Company competes with numerous local and
regional companies, which are frequently the strongest competitors in their
particular markets. Accordingly, the Company's competition varies from market to
market. Although the Company and other national firms benefit from having
nationally recognized names, the Company believes that its customers primarily
differentiate among firms by comparing the quality of personnel and services
provided by each local office. Customers typically use more than one staffing
firm to satisfy their personnel requirements.
The largest competitors of the Company's temporary and staffing personnel
offerings include Kelly Services, Inc., Manpower Inc., Adecco SA, AccuStaff,
Inc., The Olsten Corporation, and Interim Services. In addition, there are a
number of other firms with annual sales in excess of $100 million, many of which
are regional and/or emphasize specialized niches. There are also numerous local
and single office firms which are able to compete on price because of their
lower overhead structures. These firms are typically located in one city and
some are able to compete effectively on that limited basis.
The Company believes that no single competitor has more than a 10% share
of the national staffing services market. Nevertheless, the Company anticipates
that the industry will continue to consolidate with the large national firms
increasing their market share at the expense of firms that may lack the capital
to compete operationally with larger industry competitors.
The temporary health care market also is highly fragmented and
competitive at the local level. While several national health care companies
compete with the Company in its markets, many local health care staffing
services and home health agencies also compete with the Company. Selections of
home health aide services are made primarily on a local basis by agencies and
health care administrative personnel.
The principal competitive factors in the temporary services industry are
the availability and quality of personnel, the level of service, the effective
monitoring of job performance and the price of service. The Company believes
that it competes favorably in these areas.
The Company believes that the largest companies that compete with its
outsourcing offering are "niche" players which do not compete with the Company's
full range of outsourcing services. These outsourcing services providers offer a
more limited range of services, assuming responsibility for functions such as
food services, facilities maintenance, mailrooms or reprographics.
Tascor's principal competitors for its outsourcing services are companies
such as Pitney-Bowes, Inc., an equipment manufacturer which provides mailroom
services; Manpower; Xerox, an equipment manufacturer that provides reprographics
services; Kelly Services, and other large staffing firms which are attempting to
expand their services offerings; and Host Marriott Corporation, which is
expanding beyond its traditional hospitality and food services operations in the
area of facilities staffing.
In the professional services industry, a large number of national
companies provides information technology consulting services related to systems
planning and development and business processes and transformation, including
Andersen Consulting & Co., IBM Global Services, and Electronic Data Systems.
Staff augmentation services in the information technology field are provided
primarily by regional and local firms as well as some national firms.
Competitive factors in the information technology industry include a proven
track record in the marketplace, recruitment and retention of employees with the
appropriate skills, development and implementation of effective methodologies,
and process and business expertise.
10
11
PERSONNEL
As of January 8, 1998, the Company employed approximately 8,866
associates and contract employees, which includes employees who perform services
on outsourcing contracts. In addition, during fiscal 1997, the Company placed
approximately 236,000 temporary and staffing personnel on assignments, including
those operating out of franchised offices. The Company has no collective
bargaining agreements with its employees. The Company believes that it has good
relations with its employees.
SERVICE MARKS
The Company is the owner of various service marks, including Norrell, The
Norrell Advantage, Dynamic, Dynamic People, Smarter Ways to Get Things Done,
Tascor and ANATEC, and the Company has applied for a service mark for Strategic
Workforce Management. The Company protects its service marks and believes that
the "Norrell" service mark is an important asset to the Company's operations.
GOVERNMENTAL REGULATION
The marketing of the Company's franchises is subject to the disclosure
requirements of the Federal Trade Commission and the registration and/or
disclosure requirements of certain states. In certain states, the Company's
relationship with its franchisees also are governed by the franchise laws of
such states.
The Company's home health aide business operates in New York, New Jersey,
and Pennsylvania which require licensing of home care providers. In those
states, the Company is subject to periodic licensure surveys to ensure continued
compliance with licensing requirements. A change in control or the sale of the
Company's home health aide business must be approved by the Public Health
Council of the New York State Department of Public Health.
In certain states, companies which engage in permanent placement are
subject to regulations. The Company analyzes the applicability of these state
regulations to the permanent placement activities of Norrell Financial Staffing
and IMCOR and complies with these requirements, if applicable. In addition,
certain states require licensure and otherwise regulate companies which provide
employee leasing services. The Company analyzes these state laws in light of its
service offerings and complies when the state law is applicable.
SEASONALITY
Revenues and profits generated in the Company's fourth fiscal quarter
(August through October) are typically the highest of its four fiscal quarters.
Management believes that this results from a heavier demand during this period
and because the fourth quarter includes only one nationally observed holiday.
Conversely, revenues for the first fiscal quarter (November through January) are
typically the lowest of its four fiscal quarters due to the reduced number of
business days for many of the Company's clients because of the number of
observed holidays and inclement weather. Revenues and operating profits for the
Company's first quarter are typically less than the fourth quarter of the
previous year.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Part I and Item 7 (Management's Discussion and Analysis of Financial
Condition and Results of Operations) of this Annual Report on Form 10-K contain
forward-looking statements, including statements regarding, among other matters:
(i) the Company's plans, intentions and expectations with respect to its future
prospects, including its business and growth strategies and its relationships
with its major clients; (ii) industry trends, competitive conditions and client
preferences; (iii) expected capital expenditures to be made in the future,
including investments in its computerized management information systems; (iv)
the sufficiency of funds from operations and available borrowings to meet the
Company's working capital and capital expenditure needs for fiscal 1998; (v) the
Company's plans, beliefs and expectations with respect to changes which have
been or will be made to its computerized management information systems,
including modifications to its payroll and billing systems and other
modifications to address Year 2000 issues; and (vi) resolution of pending
litigation without material adverse
11
12
effect on the Company. This notice is intended to take advantage of the "safe
harbor" provided by the Private Securities Litigation Reform Act of 1995 with
respect to such forward-looking statements. These forward-looking statements
involve a number of risks and uncertainties. Among others, factors that could
cause actual results to differ materially from the Company's beliefs or
expectations are the following: industry trends and trends in the general
economy or in industries in which the Company's major clients operate;
competitive factors in the markets in which the Company or its major clients
operate; the loss or reduction of revenues generated by the Company's major
clients; the variability of quarterly results and seasonality of the Company's
business; the dependence on key personnel who have been hired or retained by the
Company; changes in regulatory requirements which are applicable to the
Company's business; the availability of strategic acquisitions or joint venture
partners; and other factors referenced herein or from time to time in the
Company's Securities and Exchange Commission reports.
ITEM 2. PROPERTIES
The Company leases approximately 150,000 square feet of the building
which houses its office headquarters pursuant to a lease agreement which will
expire June 30, 2007.
At November 2, 1997, the Company was committed under operating leases for
office facilities and certain equipment. Aggregate minimum rental requirements
under these leases are as follows:
--------------------------------------
YEAR AMOUNT
(IN THOUSANDS)
--------------------------------------
1998 11,838
--------------------------------------
1999 13,178
--------------------------------------
2000 11,908
--------------------------------------
2001 10,491
--------------------------------------
2002 9,218
--------------------------------------
Thereafter 10,870
--------------------------------------
TOTAL $67,503
--------------------------------------
ITEM 3. LEGAL PROCEEDINGS
The Company is, from time to time, a party to ordinary, routine
litigation incidental to the Company's business. The Company believes that the
ultimate resolution of all pending litigation will not have a material adverse
effect on the Company's business or financial condition.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matter was submitted during the fourth quarter of fiscal 1997 to a
vote of security holders.
ITEM 4A. EXECUTIVE OFFICERS OF THE COMPANY
The Company's executive officers are elected annually and serve at the
discretion of the Board of Directors. Information concerning the executive
officers, as of January 1, 1998, is provided below.
Name Age Position
---- --- --------
C. Douglas Miller..................56 Director; Chairman, Chief Executive Officer and President
J. Ernest Riddle...................56 Chief Operating Officer, Norrell Corporation; President,
Norrell Services, Inc.
Larry J. Bryan.....................54 Director; Executive Vice President
Thomas A. Vadnais .................50 Director; Vice President, National Service Management;
President and Chief Operating Officer, Tascor
12
13
Stanley E. Anderson................44 President, Southeast Division, Norrell Information Services
James L. Donahue...................53 Vice President and General Manager, West Division,
Norrell Services
Caress C. Kennedy..................47 Vice President and General Manager, Northeast Division,
Norrell Services*
Ronald T. Self.....................41 Senior Vice President and General Manager, Metro Markets
Division, Norrell Services
Eugene F. Obermeyer................54 Vice President; President and Chief Operating Officer,
Franchise Division, Norrell Services
Mark H. Hain.......................48 Vice President, Secretary and General Counsel
Peter F. Rosen.....................50 Vice President, Human Resources
Stanley Smith......................48 Vice President and General Manager, North Central Division,
Norrell Services
Theresa G. Williams................38 Vice President and General Manager, Mid-Atlantic Division,
Norrell Services
Robert W. Grissom, Jr..............40 Vice President, Marketing
Timothy E. Tindle.................42 President, Central Division, Norrell Information Services
Charles F. Phillips................41 President, Atlantic Division, Norrell Information Services
Michael C. Mullins.................49 President, Northeast Division, Norrell Information Services
Wayne M. Mincey....................40 Vice President, Strategic Planning
Scott L. Colabuono** ..............49 Senior Vice President, Chief Financial Officer
Ted A. Jurkuta*** .................45 Senior Vice President and Chief Information Officer
C. Douglas Miller was elected Chief Executive Officer and President of
the Company effective October 15, 1993. He joined Norrell Services in 1979 and
served as President and Chief Operating Officer of the Company immediately prior
to his election as President and Chief Executive Officer. Mr. Miller is also
Chairman of the Company's Board of Directors and a director of American Business
Products, Inc.
J. Ernest Riddle joined Norrell Corporation in March 1997 as Chief
Operating Officer of Norrell Corporation and President of Norrell Services, Inc.
Prior to joining the Company, Mr. Riddle served as President of Ryder
International for over a year, after serving as Senior Vice President and
Executive Vice President, Marketing and Sales, with Ryder Systems, Inc., since
January 1993. Mr. Riddle was a Vice President, Marketing and Sales, for Xerox
Corporation for ten years prior to joining Ryder Systems, Inc.
Larry J. Bryan joined the Company in October 1985 and is an Executive
Vice President of the Company. Prior to his current position, Mr. Bryan was
Chief Financial Officer of the Company.
Thomas A. Vadnais joined Tascor on September 1, 1992 and served as Vice
President -- General Manager until October 31, 1993 when he was elected
President and Chief Operating Officer of Tascor. Mr. Vadnais is also Vice
President, National Service Management and has served in that capacity since
October, 1995. Prior to joining Tascor, Mr. Vadnais was a Vice President of
Operations for the national distribution division of International Business
Machines Corporation where he was employed for 24 years.
Stanley E. Anderson has been employed by Norrell Services since 1981. He
is currently President, Southeast Division, Norrell Information Services. Prior
to his current role, Mr. Anderson was Senior Vice President of Business
Development, a position he assumed in February, 1996. Previously, he held the
positions of Vice President and General Manager, Southeast Division, Vice
President and General Manager, East Division, Vice President of Franchise
Development, Regional Manager, Branch Manager, and Sales Training Manager.
- --------------------
* / Caress C. Kennedy resigned from the Company effective January 2, 1998.
** / Scott L. Colabuono joined the Company effective January 19, 1998.
***/ Ted A. Jurkuta joined the Company effective January 23, 1998.
13
14
James L. Donahue is presently Vice President and General Manager for the
West Division of Norrell Services. He has been employed by Norrell Services
since August, 1994. Prior to that time, he was Vice President of a temporary
services firm in San Juan Capistrano, California from April 1991 until August,
1994.
Caress C. Kennedy was employed by Norrell Services from August 12, 1992
until January 2, 1998. She served as Vice President and General Manager,
Northeast Division, and previously held the position of Market Vice President in
New York and New Jersey. Prior to joining Norrell Services, Ms. Kennedy was
employed by Thompson Financial Services as Senior Vice President of Sales and
Marketing and by Xerox as Vice President of Marketing, and Vice President of
Strategic Planning and New Business Development.
Ronald T. Self joined Norrell Services on August 31, 1990. He is Senior
Vice President and General Manager, Metro Markets Division, Norrell Services. He
has held the position of Vice President and General Manager, Central Division,
Vice President - Major Accounts and Market Vice President. From 1986 to 1990,
Mr. Self was employed by Coca-Cola U.S.A., Atlanta, Georgia, most recently as
Southeast Area Manager.
Eugene F. Obermeyer has been employed by Norrell Services since July 1,
1979. He has been the President and Chief Operating Officer of the Franchise
Division of Norrell Services since 1991. He previously held the positions of
President and Chief Operating Officer, Southeast Division, Regional Vice
President and Regional Manager, District Manager and Branch Manager.
Mark H. Hain has been Vice President, Secretary and General Counsel to
the Company since March 1, 1988, when he joined the Company.
Peter F. Rosen is presently Vice President, Human Resources for Norrell
Corporation and has served in that capacity since September, 1995. Prior to that
time, he was Senior Vice President of Human Resources for GAB Robbins, and
Director of Human Resources for SmithKline Beecham.
Stanley Smith is Vice President and General Manager of the North Central
Division of Norrell Services and has held that position since February, 1996.
Prior to February, 1996, Mr. Smith held the position of Regional Vice President,
North Central Region, Norrell Services from March 1989 until February, 1996.
Theresa G. Williams has been the Division Vice President and General
Manager of the Mid-Atlantic Division for Norrell Services since February, 1996.
Ms. Williams has been employed with the Company since March, 1984 and has
previously held the positions of Region Vice President, Region Manager and
Branch Manager.
Robert W. Grissom, Jr. has served as Vice President, Marketing since
February 1996. Mr. Grissom has also held the positions of Vice President, New
Market Development, Region Vice President, Franchise Division and Region
Manager, Franchise Division.
Timothy E. Tindle currently serves as President, Central Division,
Norrell Information Systems. Prior to his current role, Mr. Tindle was President
and Chief Executive Officer of Analytical Technologies, Inc. ("ANATEC") a
position he held since 1994. Prior to his association with ANATEC, Mr. Tindle
was employed with Compaq Computer Corporation for approximately 11 years where
he served as Director, National Support Center, Director, Systems Support and
National Service Manager.
Charles F. Phillips is President, Mid-Atlantic Division, Norrell
Information Systems. From February, 1986 until November 2, 1997, Mr. Phillips
was President of American Technical Resources, Inc.
Michael C. Mullins is President, Northeast Division, Norrell Information
Systems. Previously, Mr. Mullins was President and Chief Executive Officer of
Comtex Information Systems, Inc., a company he founded in 1976.
Wayne M. Mincey is Vice President, Strategic Planning and has held that
position since September 1997. Prior to joining the Company, Mr. Mincey served
as Vice President, Operations for Ryder TRS, Inc. Mr. Mincey also
14
15
served as Vice President - Eastern Area U.S., and Vice President - Development
and Operations for Ryder Consumer Truck Rental, Inc. Prior to joining the truck
rental division, Mr. Mincey served as Group Director - Business and Financial
Planning for the Vehicle Leasing and Services Division of Ryder Systems, Inc.,
and also as Chief Financial Officer - European Operations of Ryder Truck Rental,
Ltd.
Scott L. Colabuono joined the Company effective January 19, 1998 as
Senior Vice President and Chief Financial Officer. Prior to joining the Company,
Mr. Colabuono served from February, 1997 until December, 1997 as President of
the Golf Center Business Division of Golden Bear Inc. From 1995 until joining
Golden Bear, Inc., Mr. Colabuono was a Financial Consultant. From 1990 to 1995,
Mr. Colabuono served as Senior Vice President - Worldwide Brand Strategy and
Chief Financial Officer of Burger King Corporation, and from 1988 to 1990, Mr.
Colabuono served as Senior Vice President - Financial Operations, Sprint
Corporation and Executive Vice President and Chief Financial Officer for U. S.
Sprint.
Ted A. Jurkuta is Senior Vice President and Chief Information Officer for
the Company effective January 23, 1998. Prior to his role with the Company, Mr.
Jurkuta served as Senior Vice President, Global Information Management for
American Airlines/The SABRE Group. From 1995 to 1996, Mr. Jurkuta held the
position of Senior Vice President, SABRE Architecture for American Airlines/The
SABRE Group, and from 1992 to 1995, Mr. Jurkuta served as Senior Vice President,
Data Center Services, Vice President, SABRE Group; and Managing Director, SABRE
Decision Technology for American Airlines/The SABRE Group. Prior to his
association with American Airlines/The SABRE Group in 1979, Mr. Jurkuta was
associated with Delta Airlines.
15
16
PART II
ITEM 5. MARKET FOR COMPANY'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
The Company's stock trades on the New York Stock Exchange under the
symbol NRL. The following table sets forth the quarterly sales price for the
Company's stock for the last two fiscal years.
HIGH/LOW STOCK PRICE
HIGH LOW
---------------------------
First Quarter, 1996 $16 11/16 $13 1/2
Second Quarter, 1996 $19 1/8 $12 9/16
Third Quarter, 1996 $30 $18 1/4
Fourth Quarter, 1996 $34 1/2 $26 1/4
First Quarter, 1997 $29 7/8 $22
Second Quarter, 1997 $28 7/8 $22 1/2
Third Quarter, 1997 $35 1/4 $24 3/4
Fourth Quarter, 1997 $35 15/16 $27 5/8
At December 29, 1997 there were 283 shareholders of record.
The Company declared a dividend on its Common Stock of $.035 per share in
December, 1995, March, 1996, June, 1996 and September, 1996. The Company
declared a dividend of $.04 per share on its Common Stock in December, 1996,
March, 1997, June, 1997 and September, 1997. The Company's loan agreement
restricts the amount available for the payment of dividends to not more than 40%
of the Company's cumulative net income since November 1, 1993.
ITEM 6. SELECTED FINANCIAL DATA
Information as to Selected Financial Data required by this item is
incorporated by reference to the information contained in the Norrell
Corporation Annual Report 1997 under the caption "Selected Consolidated
Financial Data", included as Exhibit 13.1 to this Form 10-K.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Information as to Management's Discussion and Analysis of Financial
Condition and Results of Operation required by this item is incorporated by
reference to the information contained in the Norrell Corporation Annual Report
1997 under the caption "Management's Discussion and Analysis of Financial
Condition and Results of Operations", included as Exhibit 13.1 to this Form
10-K.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Information as to Financial Statements and Supplementary Data required by
this item is incorporated by reference to the information contained in the
Norrell Corporation Annual Report 1997 under the captions "Consolidated Balance
Sheets", "Consolidated Statements of Income", "Consolidated Statements of
Shareholder's Equity",
16
17
"Consolidated Statements of Cash Flows" and "Notes to Consolidated Financial
Statement", included as Exhibit 13.1 to this Form 10-K.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE.
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY.
Information regarding Executive Officers of the Company is contained in
Item 4A of Part I. Information as to Directors required by this item is
incorporated by reference from the Company's definitive Proxy Statement, under
the caption "Proposal 1. Election of Directors", which Proxy Statement has been
mailed to stockholders in connection with the Company's annual meeting of
stockholders, which is scheduled to be held March 3, 1998 and has been filed
with the Securities and Exchange Commission pursuant to Regulation 14A.
ITEM 11. EXECUTIVE COMPENSATION.
Information as to Executive Compensation required by this item is
incorporated by reference from the Company's definitive Proxy Statement, under
the caption "Executive Compensation" which Proxy Statement has been mailed to
stockholders in connection with the Company's annual meeting of stockholders,
which is scheduled to be held March 3, 1998 and has been filed with the
Securities and Exchange Commission pursuant to Regulation 14A.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.
Information as to Security Ownership of Certain Beneficial Owners and
Management required by this item is incorporated by reference from the Company's
definitive Proxy Statement, under the caption "Voting Rights and Principal
Shareholders", which Proxy Statement has been mailed to stockholders in
connection with the Company's annual meeting of stockholders, which is scheduled
to be held March 3, 1998 and has been filed with the Securities and Exchange
Commission pursuant to Regulation 14A.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Information as to Certain Relationships and Related Transactions required
by this item is incorporated by reference from the Company's definitive Proxy
Statement, under the caption "Certain Transactions and Relationships", which
Proxy Statement has been mailed to stockholders in connection with the Company's
annual meeting of stockholders, which is scheduled to be held March 3, 1998 and
has been filed with the Securities and Exchange Commission pursuant to
Regulation 14A.
17
18
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
FORM 8-K.
(A) FINANCIAL STATEMENTS, FINANCIAL STATEMENT SCHEDULES AND EXHIBITS.
1. FINANCIAL STATEMENTS.
The following consolidated financial statements of the Company
and it subsidiaries are incorporated by reference to the
Norrell Corporation Annual Report 1997, included as Exhibit
13.1 to this Form 10-K.
Consolidated Balance Sheets as of November 2, 1997 and October
27, 1996. Consolidated Statements of Income for fiscal years
1997, 1996, and 1995. Consolidated Statements of Shareholders'
Equity for fiscal years 1997, 1996, and 1995. Consolidated
Statements of Cash Flows for fiscal years 1997, 1996, and
1995.
Notes to Consolidated Financial Statements.
Report of Independent Public Accountants.
Selected quarterly financial data for the fiscal years ended
November 2, 1997 and October 27, 1996 is incorporated by
reference to Note 13 Selected Quarterly Information
(Unaudited) in the Norrell Corporation Annual Report 1997,
included as Exhibit 13.1 to this Form 10-K.
2. FINANCIAL STATEMENT SCHEDULES.
The following financial statement schedule of the Company is
included herein:
II. Valuation and Qualifying Accounts
Schedules not listed above have been omitted because they are
not applicable, or the required information is included in the
financial statements or notes thereto.
3. EXHIBITS.
The Exhibits filed as a part of this Form 10-K are listed in
Item 14(c) of this report, which listing is incorporated
herein by reference.
(B) REPORTS ON FORM 8-K.
(a) No Reports on Form 8-K were filed during the last quarter of
the period covered by this report on Form 10-K.
18
19
3. EXHIBITS.
EXHIBIT NO. DESCRIPTION
-----------------------------------------------------------------------
3.1 Amended and Restated Articles of Incorporation of the Company,
incorporated by reference to Exhibit 3.1 of the Company's
Amendment No. 1 to Registration Statement on Form S-1, as
filed with the Securities and Exchange Commission on June 22,
1994.
3.2 Amended and Restated Bylaws of the Company, incorporated by
reference to Exhibit 3.2 of the Company's Registration
Statement on Form S-1, as filed with the Securities and
Exchange Commission on June 10, 1994.
10.1 Stock Purchase Agreement executed in 1981 by and among Guy W.
Millner, Robert J. Gibson, Norrell Corporation and the several
purchasers named therein and related stock purchase option
agreement, incorporated by reference to Exhibit 10.1 of the
Company's Registration Statement on Form S-1, as filed with
the Securities and Exchange Commission on June 10, 1994.
10.2.1 Norrell Corporation Employee Stock Purchase Plan, incorporated
by reference to Exhibit 10.2 to the Company Form 10-K for the
year ended October 29, 1995.*
10.2.2 Second Amendment to the Norrell Corporation Employee Stock
Purchase Plan, dated August 28, 1997 by Norrell Corporation,
to be effective September 30, 1997.*
10.3 Agreement and Plan of Reorganization among American Technical
Resources, Inc., Charles F. Phillips, Ralph L. Lary, III, Gary
L. Kilgore, William C. Holman, George G. Lytle, Norrell
Corporation and N. Acquisition Corp., dated August 5, 1996,
incorporated by reference to Exhibit 1 of the Company's
Current Report on Form 8-K filed on August 20, 1996.
10.4 Asset Purchase Agreement among Analytical Technologies, Inc.,
Anatec Canada, Inc., Albert G. Schornberg, James A. Barbour,
Timothy E. Tindle, David H. Cleland and Norrell Corporation,
Norrell Technical Services, Inc., and Norrell Services, Ltd.,
dated July 22, 1996, incorporated by reference to Exhibit 1 of
the Company's Current Report on Form 8-K filed on August 6,
1996.
10.5 Agreement of Acquisition dated October 29, 1993 by and among
Hooper Holmes, Inc., Norrell Health Care, Inc. and Norrell
Corporation, incorporated by reference to Exhibit 10.5 of the
Company's Registration Statement on Form S-1, as filed with
the Securities and Exchange Commission on June 10, 1994.
10.6 Shareholders Agreement among Norrell Corporation, Harvard
Teleservicing, LLC and CallTask Incorporated, dated March 22,
1996, incorporated by reference to Exhibit 10.6 to the Company
Form 10-K for the year ended October 27, 1996.
10.7 Omitted.
10.8 Form of Franchise Agreement used by Dynamic Temporary
Services, Inc., incorporated by reference to Exhibit 10.8 to
the Company Form 10-K for the year ended October 27, 1996.
- ----------------------------------
* / A management contract or compensatory plan, contract or arrangement.
19
20
10.9 Form of Franchise Agreement used by Norrell Services, Inc.,
incorporated by reference to Exhibit 10.9 of the Company's
Registration Statement on Form S-1, as filed with the
Securities and Exchange Commission on June 10, 1994.
10.10 Form of Master Vendor Agreement used by Norrell Services, Inc.
10.11 Form of Agreement between Tascor Incorporated and franchisees
of Norrell Services, Inc., incorporated by reference to
Exhibit 10.11 of the Company's Registration Statement on Form
S-1, as filed with the Securities and Exchange Commission on
June 10, 1994.
10.12 Form of Management Services Agreement used by Tascor
Incorporated.
10.13 Joint Venture Agreement dated as of October 15, 1986 between
Habersham Venture, Ltd. and Norrell Corporation, incorporated
by reference to Exhibit 10.13 of the Company's Registration
Statement on Form S-1, as filed with the Securities and
Exchange Commission on June 10, 1994.
10.14 Lease dated October 15, 1986 between Norhab Associates and
Norrell Corporation, as amended by that certain amendment
dated May 3, 1988, that certain amendment No. 2 dated
September 13, 1988, and that certain amendment No. 3 dated May
1, 1989, incorporated by reference to Exhibit 10.14 of the
Company's Registration Statement on Form S-1, as filed with
the Securities and Exchange Commission on June 10, 1994.
10.15 Amendment to Lease, dated December 11, 1995, amending Lease
Agreement dated October 15, 1986 between Norhab Associates and
Norrell Corporation, incorporated by reference to Exhibit
10.15 to the Company Form 10-K for the year ended October 29,
1995.
10.16 First Amendment to Lease, (two), dated December 11, 1995
between Norhab Associates and Norrell Corporation, amending
Lease Agreement dated May 3, 1988, incorporated by reference
to Exhibit 10.16 to the Company Form 10-K for the year ended
October 29, 1995.
10.17 Form of Indemnification Agreement, incorporated by reference
to Exhibit 10.17 of the Company's Registration Statement on
Form S-1, as filed with the Securities and Exchange Commission
on June 10, 1994.
10.18 Employment Agreement dated May 24, 1993 between Norrell
Corporation and Larry J. Bryan, incorporated by reference to
Exhibit 10.18 of the Company's Registration Statement on Form
S-1, as filed with the Securities and Exchange Commission on
June 10, 1994.*
10.19 Employment Agreement dated October 15, 1993 between Norrell
Corporation and C. Douglas Miller, incorporated by reference
to Exhibit 10.19 of the Company's Registration Statement on
Form S-1, as filed with the Securities and Exchange Commission
on June 10, 1994.*
10.20 Form of agreement for executive officers relating to
confidentiality and non-competition.*
10.21 Amended and Restated Employment Agreement dated December 15,
1997 by and between Norrell Corporation and C. Douglas
Miller.*
10.22 Employment Agreement by and between Norrell Corporation and
James Ernest Riddle effective March 3, 1997.*
- --------------------------
* / A management contract or compensatory plan, contract or arrangement.
20
21
10.23 Agreement and Plan of Merger among Comtex Information Systems,
Inc., Comtex Systems, Inc., Norrell Corporation and N.
Acquisition Corp. dated December 8, 1996, incorporated by
reference to the Company's Report on Form 8-K dated December
8, 1996 and filed on December 20, 1996.
10.24 Omitted.
10.25 Norrell Corporation Horizon - Vision Supplemental Plan, as
amended and restated on June 8, 1994, incorporated by
reference to Exhibit 10.25 of the Company's Registration
Statement on Form S-1, as filed with the Securities and
Exchange Commission on June 10, 1994.*
10.26 Form of Norrell Corporation Non-Management Director Restricted
Stock Grant Agreement, incorporated by reference to Exhibit
10.26 of the Company's Registration Statement on Form S-1, as
filed with the Securities and Exchange Commission on June 10,
1994.*
10.27 Norrell Corporation 1994 Stock Incentive Plan, incorporated by
reference to Exhibit 10.27 of the Company's Registration
Statement on Form S-1, as filed with the Securities and
Exchange Commission on June 10, 1994.*
10.28 Omitted.
10.29 The Norrell Corporation 1991 Stock Option Plan, incorporated
by reference to Exhibit 10.29 of the Company's Registration
Statement on Form S-1, as filed with the Securities and
Exchange Commission on June 10, 1994.*
10.30 Preferred Vendor Agreement, executed May 14, 1993 between
Norrell Services, Inc. and United Parcel Service General
Services Company, incorporated by reference to Exhibit 10.30
to the Company's Form 10-K for the year ended October 27,
1996. The Exhibit A of the Agreement has been omitted. The
Company agrees to furnish supplementally to the Commission
upon its request a copy of such Exhibit.
10.31 Management Services Agreement between International Business
Machines and Tascor Incorporated, executed on December 1, 1994
("MSA"), incorporated by reference to Exhibit 10.31 to the
Company Form 10-K for the year ended October 30, 1994. The
attachments to the MSA listed on page 11 of the Agreement have
been omitted. The Company agrees to furnish supplementally to
the Commission upon its request a copy of any such attachment.
10.32 Amended and Restated Credit Agreement, dated October 21, 1996,
by and among Norrell Corporation as the Company, certain
Commercial Lending Institutions as the Lenders, Bank of
America National Trust and Savings Association, as the Agent
for the Lenders, and SunTrust Bank, Atlanta, as the co-Agent
for the Lenders, incorporated by reference to Exhibit 10.32 to
the Company Form 10-K for the year ended October 27, 1996. The
Credit Agreement contains a list of schedules and exhibits on
page (v) of the table of contents. These schedules and
exhibits have been omitted. The Company agrees to furnish
supplementally to the Commission upon its request a copy of
any such schedules and exhibits.
10.33 First Amendment to Credit Agreement, dated December 26, 1996,
amending the Amended and Restated Credit Agreement dated
October 21, 1996 among Norrell Corporation as the Company,
certain Commercial Lending Institutions as the Lenders, Bank
of America National Trust and Savings Association, as the
Agent for the Lenders and SunTrust Bank, Atlanta, as co-agent
for the Lenders, incorporated by reference to Exhibit 10.33 to
the Company Form 10-K for the year ended
- --------------------------
* / A management contract or compensatory plan, contract or arrangement.
21
22
October 27, 1996. Schedules and exhibits referenced in the
Agreement have been omitted. The Company agrees to furnish
supplementally to the Commission upon its request a copy of
any such schedules and exhibits.
10.34 Agreement of Limited Partnership executed October 6, 1994 by
and between HealthTask Corporation, Tascor Incorporated and
Ernst & Young U.S. LLP, incorporated by reference to Exhibit
10.34 to the Company Form 10-K for the year ended October 30,
1994.
10.35 Omitted.
10.36 Non-Technical Services Agreement between International
Business Machines Corporation and Tascor Incorporated, entered
into between the parties on April 4, 1995 and April 11, 1995,
incorporated by reference to Exhibit 10.36 to the Company Form
10-K for the year ended October 29, 1995. The attachments and
appendices listed on page iii of the Agreement have been
omitted. The Company agrees to furnish supplementally to the
Commission upon its request a copy of any such attachment or
appendix.
10.37 Purchase and Sale Agreement between Norhab Associates, a joint
venture comprised of Norrell Corporation and Habersham
Venture, Ltd. as Seller and Oregon Public Employees'
Retirement Fund, or its nominee, as Buyer, dated October 25,
1995, incorporated by reference to Exhibit 10.37 to the
Company Form 10-K for the year ended October 29, 1995. The
exhibits listed on page iii of the Agreement have been
omitted. The Company agrees to furnish supplementally to the
Commission upon its request a copy of any such exhibit.
10.38 First Amendment to Purchase and Sale Agreement between Norhab
Associates, a joint venture comprised of Norrell Corporation
and Habersham Venture, Ltd. as Seller and Oregon Public
Employees' Retirement Fund, or its nominee, Property Georgia
OBJLW One Corporation, an Oregon Corporation, as Buyers, dated
December 4, 1995, incorporated by reference to Exhibit 10.38
to the Company Form 10-K for the year ended October 29, 1995.
10.39 Closing Document # 3 Assignment and Assumption of Leases dated
October 25, 1995 between Norhab Associates, a joint venture,
comprised of Norrell Corporation and Habersham Venture, Ltd.
("Assignor") and Property Georgia OBJLW One Corporation, an
Oregon Corporation ("Assignee"), incorporated by reference to
Exhibit 10.39 to the Company Form 10-K for the year ended
October 29, 1995.
10.40 Stockholders Agreement among Norrell Corporation, The Cross
Country Group, LLC and Norcross, Inc. dated August 15, 1996,
incorporated by reference to Exhibit 10.40 to the Company Form
10-K for the year ended October 27, 1996.
10.41.1 Norrell Corporation 401(k) Retirement Savings Plan,
incorporated by reference to Exhibit 10.41 to the Company Form
10-K for the year ended October 27, 1996.
10.41.2 Second Amendment to the Norrell Corporation 401(k) Retirement
Savings Plan dated December 30, 1996 by Norrell Corporation to
be effective January 1, 1997.
10.42.1 Norrell Corporation Non-Qualified Deferred Compensation Plan,
effective January 1, 1995, incorporated by reference to
Exhibit 10.42 to the Company Form 10-K for the year ended
October 29, 1995.*
10.42.2 Amendment to Norrell Corporation Non-Qualified Deferred
Compensation Plan.*
- --------------------------
* / A management contract or compensatory plan, contract or arrangement.
22
23
11.1 Computation of Primary Earnings Per Share.
11.2 Computation of Fully Diluted Earnings Per Share.
13.1 Portions of the Norrell Corporation Annual Report 1997 which
have been incorporated by reference in this Form 10-K.
21 Subsidiaries of the Company.
23 Consent of Arthur Andersen LLP.
27 Financial Data Schedule. (for SEC use only).
23
24
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
NORRELL CORPORATION
The Company
By: /S/ C. DOUGLAS MILLER
--------------------------------------------------
C. Douglas Miller
Chairman, Chief Executive Officer and President
Date: January 26, 1998
--------------------------------------------------
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the Company
and in the capacities and on the dates indicated.
By: /S/ C. DOUGLAS MILLER
--------------------------------------------------
C. Douglas Miller
Chairman, Chief Executive Officer and President
(Principal Executive Officer)
Date: January 26, 1998
--------------------------------------------------
By: /S/ SCOTT L. COLABUONO
--------------------------------------------------
Scott L. Colabuono
Sr. Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
Date: January 26, 1998
--------------------------------------------------
By: /S/ GUY W. MILLNER
--------------------------------------------------
Guy W. Millner
Director
Date: January 26, 1998
--------------------------------------------------
By: /S/ THOMAS A. VADNAIS
--------------------------------------------------
Thomas A. Vadnais
Director, President and Chief
Operating Officer, Tascor
Date: January 27, 1998
--------------------------------------------------
24
25
By: /S/ LARRY J. BRYAN
--------------------------------------------------
Larry J. Bryan
Director and Executive Vice President
Date: January 27, 1998
--------------------------------------------------
By: /S/ CARL E. SANDERS
--------------------------------------------------
Carl E. Sanders
Director
Date: January 26, 1998
--------------------------------------------------
By: /S/ LUCIUS E. BURCH, III
--------------------------------------------------
Lucius E. Burch, III
Director
Date: January 27, 1998
--------------------------------------------------
By: /S/ DONALD A. MCMAHON
--------------------------------------------------
Donald A. McMahon
Director
Date: January 26, 1998
--------------------------------------------------
By:
--------------------------------------------------
Nancy Clark Reynolds
Director
Date:
--------------------------------------------------
By: /S/ FRANK A. METZ, JR.
--------------------------------------------------
Frank A. Metz, Jr.
Director
Date: January 26, 1998
--------------------------------------------------
By: /S/ KAAREN JOHNSON-STREET
--------------------------------------------------
Kaaren Johnson-Street
Director
Date: January 27, 1998
--------------------------------------------------
25
26
SCHEDULE II
VALUATION OF QUALIFYING
ACCOUNTS
26
27
SCHEDULE II
NORRELL CORPORATION AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED NOVEMBER 2, 1997, OCTOBER 27, 1996, AND OCTOBER 29, 1995
(In thousands)
1995 1996 1997
------- ------ -------
Allowance for doubtful accounts,
balance at beginning of year $ 4,835 $4,869 $ 7,411
Addition charged to cost and expense 1,699 2,315 1,095
Charged to other accounts -- 227 --
Deductions (1,665) -- (2,009)
------- ------ -------
Allowance for doubtful accounts,
balance at end of year $ 4,869 $7,411 $ 6,497
======= ====== =======
27
28
EXHIBIT LIST
EXHIBIT NO. DESCRIPTION
-----------------------------------------------------------------------
3.1 Amended and Restated Articles of Incorporation of the Company,
incorporated by reference to Exhibit 3.1 of the Company's
Amendment No. 1 to Registration Statement on Form S-1, as
filed with the Securities and Exchange Commission on June 22,
1994.
3.2 Amended and Restated Bylaws of the Company, incorporated by
reference to Exhibit 3.2 of the Company's Registration
Statement on Form S-1, as filed with the Securities and
Exchange Commission on June 10, 1994.
10.1 Stock Purchase Agreement executed in 1981 by and among Guy W.
Millner, Robert J. Gibson, Norrell Corporation and the several
purchasers named therein and related stock purchase option
agreement, incorporated by reference to Exhibit 10.1 of the
Company's Registration Statement on Form S-1, as filed with
the Securities and Exchange Commission on June 10, 1994.
10.2.1 Norrell Corporation Employee Stock Purchase Plan, incorporated
by reference to Exhibit 10.2 to the Company Form 10-K for the
year ended October 29, 1995.*
10.2.2 Second Amendment to the Norrell Corporation Employee Stock
Purchase Plan, dated August 28, 1997 by Norrell Corporation,
to be effective September 30, 1997.*
10.3 Agreement and Plan of Reorganization among American Technical
Resources, Inc., Charles F. Phillips, Ralph L. Lary, III, Gary
L. Kilgore, William C. Holman, George G. Lytle, Norrell
Corporation and N. Acquisition Corp., dated August 5, 1996,
incorporated by reference to Exhibit 1 of the Company's
Current Report on Form 8-K filed on August 20, 1996.
10.4 Asset Purchase Agreement among Analytical Technologies, Inc.,
Anatec Canada, Inc., Albert G. Schornberg, James A. Barbour,
Timothy E. Tindle, David H. Cleland and Norrell Corporation,
Norrell Technical Services, Inc., and Norrell Services, Ltd.,
dated July 22, 1996, incorporated by reference to Exhibit 1 of
the Company's Current Report on Form 8-K filed on August 6,
1996.
10.5 Agreement of Acquisition dated October 29, 1993 by and among
Hooper Holmes, Inc., Norrell Health Care, Inc. and Norrell
Corporation, incorporated by reference to Exhibit 10.5 of the
Company's Registration Statement on Form S-1, as filed with
the Securities and Exchange Commission on June 10, 1994.
10.6 Shareholders Agreement among Norrell Corporation, Harvard
Teleservicing, LLC and CallTask Incorporated, dated March 22,
1996, incorporated by reference to Exhibit 10.6 to the Company
Form 10-K for the year ended October 27, 1996.
10.7 Omitted.
10.8 Form of Franchise Agreement used by Dynamic Temporary
Services, Inc., incorporated by reference to Exhibit 10.8 to
the Company Form 10-K for the year ended October 27, 1996.
- ----------------------------------
* / A management contract or compensatory plan, contract or arrangement.
29
10.9 Form of Franchise Agreement used by Norrell Services, Inc.,
incorporated by reference to Exhibit 10.9 of the Company's
Registration Statement on Form S-1, as filed with the
Securities and Exchange Commission on June 10, 1994.
10.10 Form of Master Vendor Agreement used by Norrell Services, Inc.
10.11 Form of Agreement between Tascor Incorporated and franchisees
of Norrell Services, Inc., incorporated by reference to
Exhibit 10.11 of the Company's Registration Statement on Form
S-1, as filed with the Securities and Exchange Commission on
June 10, 1994.
10.12 Form of Management Services Agreement used by Tascor
Incorporated.
10.13 Joint Venture Agreement dated as of October 15, 1986 between
Habersham Venture, Ltd. and Norrell Corporation, incorporated
by reference to Exhibit 10.13 of the Company's Registration
Statement on Form S-1, as filed with the Securities and
Exchange Commission on June 10, 1994.
10.14 Lease dated October 15, 1986 between Norhab Associates and
Norrell Corporation, as amended by that certain amendment
dated May 3, 1988, that certain amendment No. 2 dated
September 13, 1988, and that certain amendment No. 3 dated May
1, 1989, incorporated by reference to Exhibit 10.14 of the
Company's Registration Statement on Form S-1, as filed with
the Securities and Exchange Commission on June 10, 1994.
10.15 Amendment to Lease, dated December 11, 1995, amending Lease
Agreement dated October 15, 1986 between Norhab Associates and
Norrell Corporation, incorporated by reference to Exhibit
10.15 to the Company Form 10-K for the year ended October 29,
1995.
10.16 First Amendment to Lease, (two), dated December 11, 1995
between Norhab Associates and Norrell Corporation, amending
Lease Agreement dated May 3, 1988, incorporated by reference
to Exhibit 10.16 to the Company Form 10-K for the year ended
October 29, 1995.
10.17 Form of Indemnification Agreement, incorporated by reference
to Exhibit 10.17 of the Company's Registration Statement on
Form S-1, as filed with the Securities and Exchange Commission
on June 10, 1994.
10.18 Employment Agreement dated May 24, 1993 between Norrell
Corporation and Larry J. Bryan, incorporated by reference to
Exhibit 10.18 of the Company's Registration Statement on Form
S-1, as filed with the Securities and Exchange Commission on
June 10, 1994.*
10.19 Employment Agreement dated October 15, 1993 between Norrell
Corporation and C. Douglas Miller, incorporated by reference
to Exhibit 10.19 of the Company's Registration Statement on
Form S-1, as filed with the Securities and Exchange Commission
on June 10, 1994.*
10.20 Form of agreement for executive officers relating to
confidentiality and non-competition.*
10.21 Amended and Restated Employment Agreement dated December 15,
1997 by and between Norrell Corporation and C. Douglas
Miller.*
10.22 Employment Agreement by and between Norrell Corporation and
James Ernest Riddle effective March 3, 1997.*
- --------------------------
* / A management contract or compensatory plan, contract or arrangement.
30
10.23 Agreement and Plan of Merger among Comtex Information Systems,
Inc., Comtex Systems, Inc., Norrell Corporation and N.
Acquisition Corp. dated December 8, 1996, incorporated by
reference to the Company's Report on Form 8-K dated December
8, 1996 and filed on December 20, 1996.
10.24 Omitted.
10.25 Norrell Corporation Horizon - Vision Supplemental Plan, as
amended and restated on June 8, 1994, incorporated by
reference to Exhibit 10.25 of the Company's Registration
Statement on Form S-1, as filed with the Securities and
Exchange Commission on June 10, 1994.*
10.26 Form of Norrell Corporation Non-Management Director Restricted
Stock Grant Agreement, incorporated by reference to Exhibit
10.26 of the Company's Registration Statement on Form S-1, as
filed with the Securities and Exchange Commission on June 10,
1994.*
10.27 Norrell Corporation 1994 Stock Incentive Plan, incorporated by
reference to Exhibit 10.27 of the Company's Registration
Statement on Form S-1, as filed with the Securities and
Exchange Commission on June 10, 1994.*
10.28 Omitted.
10.29 The Norrell Corporation 1991 Stock Option Plan, incorporated
by reference to Exhibit 10.29 of the Company's Registration
Statement on Form S-1, as filed with the Securities and
Exchange Commission on June 10, 1994.*
10.30 Preferred Vendor Agreement, executed May 14, 1993 between
Norrell Services, Inc. and United Parcel Service General
Services Company, incorporated by reference to Exhibit 10.30
to the Company's Form 10-K for the year ended October 27,
1996. The Exhibit A of the Agreement has been omitted. The
Company agrees to furnish supplementally to the Commission
upon its request a copy of such Exhibit.
10.31 Management Services Agreement between International Business
Machines and Tascor Incorporated, executed on December 1, 1994
("MSA"), incorporated by reference to Exhibit 10.31 to the
Company Form 10-K for the year ended October 30, 1994. The
attachments to the MSA listed on page 11 of the Agreement have
been omitted. The Company agrees to furnish supplementally to
the Commission upon its request a copy of any such attachment.
10.32 Amended and Restated Credit Agreement, dated October 21, 1996,
by and among Norrell Corporation as the Company, certain
Commercial Lending Institutions as the Lenders, Bank of
America National Trust and Savings Association, as the Agent
for the Lenders, and SunTrust Bank, Atlanta, as the co-Agent
for the Lenders, incorporated by reference to Exhibit 10.32 to
the Company Form 10-K for the year ended October 27, 1996. The
Credit Agreement contains a list of schedules and exhibits on
page (v) of the table of contents. These schedules and
exhibits have been omitted. The Company agrees to furnish
supplementally to the Commission upon its request a copy of
any such schedules and exhibits.
10.33 First Amendment to Credit Agreement, dated December 26, 1996,
amending the Amended and Restated Credit Agreement dated
October 21, 1996 among Norrell Corporation as the Company,
certain Commercial Lending Institutions as the Lenders, Bank
of America National Trust and Savings Association, as the
Agent for the Lenders and SunTrust Bank, Atlanta, as co-agent
for the Lenders, incorporated by reference to Exhibit 10.33 to
the Company Form 10-K for the year ended
- --------------------------
* / A management contract or compensatory plan, contract or arrangement.
31
October 27, 1996. Schedules and exhibits referenced in the
Agreement have been omitted. The Company agrees to furnish
supplementally to the Commission upon its request a copy of
any such schedules and exhibits.
10.34 Agreement of Limited Partnership executed October 6, 1994 by
and between HealthTask Corporation, Tascor Incorporated and
Ernst & Young U.S. LLP, incorporated by reference to Exhibit
10.34 to the Company Form 10-K for the year ended October 30,
1994.
10.35 Omitted.
10.36 Non-Technical Services Agreement between International
Business Machines Corporation and Tascor Incorporated, entered
into between the parties on April 4, 1995 and April 11, 1995,
incorporated by reference to Exhibit 10.36 to the Company Form
10-K for the year ended October 29, 1995. The attachments and
appendices listed on page iii of the Agreement have been
omitted. The Company agrees to furnish supplementally to the
Commission upon its request a copy of any such attachment or
appendix.
10.37 Purchase and Sale Agreement between Norhab Associates, a joint
venture comprised of Norrell Corporation and Habersham
Venture, Ltd. as Seller and Oregon Public Employees'
Retirement Fund, or its nominee, as Buyer, dated October 25,
1995, incorporated by reference to Exhibit 10.37 to the
Company Form 10-K for the year ended October 29, 1995. The
exhibits listed on page iii of the Agreement have been
omitted. The Company agrees to furnish supplementally to the
Commission upon its request a copy of any such exhibit.
10.38 First Amendment to Purchase and Sale Agreement between Norhab
Associates, a joint venture comprised of Norrell Corporation
and Habersham Venture, Ltd. as Seller and Oregon Public
Employees' Retirement Fund, or its nominee, Property Georgia
OBJLW One Corporation, an Oregon Corporation, as Buyers, dated
December 4, 1995, incorporated by reference to Exhibit 10.38
to the Company Form 10-K for the year ended October 29, 1995.
10.39 Closing Document # 3 Assignment and Assumption of Leases dated
October 25, 1995 between Norhab Associates, a joint venture,
comprised of Norrell Corporation and Habersham Venture, Ltd.
("Assignor") and Property Georgia OBJLW One Corporation, an
Oregon Corporation ("Assignee"), incorporated by reference to
Exhibit 10.39 to the Company Form 10-K for the year ended
October 29, 1995.
10.40 Stockholders Agreement among Norrell Corporation, The Cross
Country Group, LLC and Norcross, Inc. dated August 15, 1996,
incorporated by reference to Exhibit 10.40 to the Company Form
10-K for the year ended October 27, 1996.
10.41.1 Norrell Corporation 401(k) Retirement Savings Plan,
incorporated by reference to Exhibit 10.41 to the Company Form
10-K for the year ended October 27, 1996.
10.41.2 Second Amendment to the Norrell Corporation 401(k) Retirement
Savings Plan dated December 30, 1996 by Norrell Corporation to
be effective January 1, 1997.
10.42.1 Norrell Corporation Non-Qualified Deferred Compensation Plan,
effective January 1, 1995, incorporated by reference to
Exhibit 10.42 to the Company Form 10-K for the year ended
October 29, 1995.*
10.42.2 Amendment to Norrell Corporation Non-Qualified Deferred
Compensation Plan.*
- --------------------------
* / A management contract or compensatory plan, contract or arrangement.
32
11.1 Computation of Primary Earnings Per Share.
11.2 Computation of Fully Diluted Earnings Per Share.
13.1 Portions of the Norrell Corporation Annual Report 1997 which
have been incorporated by reference in this Form 10-K.
21 Subsidiaries of the Company.
23 Consent of Arthur Andersen LLP.
27 Financial Data Schedule. (for SEC use only).