1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
(X) ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
FOR THE FISCAL YEAR ENDED FEBRUARY 28, 1998
( ) TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the Transition Period From _____ to _____
Commission File Number 0-22645
LAMALIE ASSOCIATES, INC PROFIT SHARING PLAN
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(Full title of the plan)
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LAMALIE ASSOCIATES, INC.
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(Name of issuer of the securities held pursuant to the plan)
Florida 59-2776441
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(State of Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
200 Park Avenue
New York, New York
10166-0136
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(Address of Principal Executive Offices)
(212) 953-7900
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(Telephone Number of Principal Executive Offices, Including Area Code)
2
LAMALIE ASSOCIATES, INC. PROFIT SHARING PLAN
FINANCIAL STATEMENTS
AS OF FEBRUARY 28, 1998 AND 1997,
TOGETHER WITH REPORT OF INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS
3
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Trustees of
Lamalie Associates, Inc. Profit Sharing Plan:
We have audited the accompanying statements of net assets available for
benefits of the Lamalie Associates, Inc. Profit Sharing Plan as of February 28,
1998 and 1997, and the related statement of changes in net assets available for
benefits for the year ended February 28, 1998. These financial statements and
the schedules referred to below are the responsibility of the plan
administrator. Our responsibility is to express an opinion on these financial
statements and schedules 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 net assets available for benefits of the Plan as of
February 28, 1998 and 1997, and the changes in its net assets available for
benefits for the year ended February 28, 1998, in conformity with generally
accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets
held for investment and reportable transactions as of and for the year ended
February 28, 1998, are presented for purposes of additional analysis and are
not a required part of the basic financial statements but are supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. The fund information in the statement of changes in net assets available
for benefits is presented for purposes of additional analysis rather than to
present the changes in net assets available for benefits of each fund. The
supplemental schedules and fund information have been subjected to the auditing
procedures applied in the audits of the basic financial statements and, in our
opinion, are fairly stated, in all material respects, in relation to the basic
financial statements taken as a whole.
As explained in Note 2, information presented in the schedule of reportable
transactions does not disclose the historical cost of certain investments.
Disclosure of this information is required by the Department of Labor's Rules
and Regulations for Reporting and Disclosure under the Employee Retirement
Income Security Act of 1974.
ARTHUR ANDERSEN LLP
Tampa, Florida,
July 16, 1998
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LAMALIE ASSOCIATES, INC. PROFIT SHARING PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF FEBRUARY 28, 1998 AND 1997
ASSETS 1998 1997
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INVESTMENTS, at fair market value:
Vanguard Money Market Reserve $ -- $ 297,574
Vanguard U.S. Treasury Portfolio -- 636,249
Vanguard Bond Market Portfolio -- 1,338,238
Vanguard 500 Portfolio -- 4,922,765
Vanguard European Portfolio -- 1,907,848
Vanguard Pacific Portfolio -- 758,495
Scudder Latin America Fund -- 1,051,576
T. Rowe Price International Bond Fund -- 534,371
AIM Aggressive Growth Fund 5,903,013 4,280,855
Lamalie Associates, Inc. Common Stock 1,529,748 --
Merrill Lynch Retirement Reserves 763,437 --
Merrill Lynch S&P 500 Index Fund 6,365,824 --
Merrill Lynch Eurofund 1,860,949 --
Merrill Lynch Corporate Bond Fund 2,088,165 --
Merrill Lynch Pacific Fund 792,995 --
Merrill Lynch Latin America Fund 1,381,629 --
Oppenheimer U.S. Government Fund 475,150 --
Participant loans 230,751 141,517
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21,391,661 15,869,488
EMPLOYER CONTRIBUTION RECEIVABLE 1,585,711 2,183,216
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NET ASSETS AVAILABLE FOR BENEFITS $22,977,372 $18,052,704
=========== ===========
The accompanying notes are an integral part of these statements.
5
LAMALIE ASSOCIATES, INC. PROFIT SHARING PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS,
WITH FUND INFORMATION, FOR THE YEAR ENDED FEBRUARY 28, 1998
Participant Directed
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Vanguard
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Money U.S. Bond
Market Treasury Market 500 European Pacific
ADDITIONS Reserve Portfolio Portfolio Portfolio Portfolio Portfolio
--------- --------- ---------- ---------- ----------- --------- ---------
EMPLOYER CONTRIBUTIONS $ 113,044 $ 102,450 $ 97,785 $ 669,809 $ 207,208 $ 74,444
ROLLOVERS 20,100 409 - 52,201 17,735 1,185
NET APPRECIATION (DEPRECIATION) - 5,688 24,048 1,176,335 435,511 (166,383)
INTEREST AND DIVIDEND INCOME 37,285 34,019 51,752 129,266 44,785 8,766
--------- ---------- ----------- ----------- ---------- ---------
Total additions 170,429 142,566 173,585 2,027,611 705,239 (81,988)
--------- ---------- ----------- ----------- ---------- ---------
TRANSFERS (TO) FROM OTHER
INVESTMENT OPTIONS (414,547) (636,719) (1,371,872) (6,338,754) (2,576,282) (657,170)
--------- ---------- ----------- ----------- ---------- ---------
DEDUCTIONS
----------
BENEFIT PAYMENTS 53,456 142,096 139,951 611,622 33,091 14,412
TRANSACTION FEES - - - - 3,714 4,925
--------- ---------- ----------- ----------- ---------- ---------
Total deductions 53,456 142,096 139,951 611,622 36,805 19,337
--------- ---------- ----------- ----------- ---------- ---------
NET (DECREASE) INCREASE (297,574) (636,249) (1,338,238) (4,922,765) (1,907,848) (758,495)
NET ASSETS AVAILABLE FOR
BENEFITS, beginning of year 297,574 636,249 1,338,238 4,922,765 1,907,848 758,495
--------- ---------- ----------- ----------- ---------- ---------
NET ASSETS AVAILABLE FOR
BENEFITS, end of year $ - $ - $ - $ - $ - $ -
========= ========= =========== =========== ========== =========
Participant Directed
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Scudder T. Rowe AIM Lamalie
Latin Price Int'l Aggressive Assoc., Inc.
America Bond Growth Common
ADDITIONS Fund Fund Fund Stock
--------- ----------- ----------- ----------- ------------
EMPLOYER CONTRIBUTIONS $ 178,888 $ 83,663 $ 655,925 $ -
ROLLOVERS 13,797 - 59,412 415
NET APPRECIATION (DEPRECIATION) 78,757 (16,064) 1,114,821 475,874
INTEREST AND DIVIDEND INCOME 80,287 20,193 215,237 -
----------- --------- ---------- ------------
Total additions 351,729 87,792 2,045,395 476,289
----------- --------- ---------- ------------
TRANSFERS (TO) FROM OTHER
INVESTMENT OPTIONS (1,391,035) (610,840) (309,751) 1,062,889
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DEDUCTIONS
----------
BENEFIT PAYMENTS 12,270 11,323 113,486 9,430
TRANSACTION FEES - - - -
----------- --------- ---------- ------------
Total deductions 12,270 11,323 113,486 9,430
----------- --------- ---------- ------------
NET (DECREASE) INCREASE (1,051,576) (534,371) 1,622,158 1,529,748
NET ASSETS AVAILABLE FOR
BENEFITS, beginning of year 1,051,576 534,371 4,280,855 -
----------- --------- ---------- ------------
NET ASSETS AVAILABLE FOR
BENEFITS, end of year $ - $ - $5,903,013 $ 1,529,748
=========== ========= ========== ============
Participant Directed
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Merrill Lynch
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Oppenheimer
S&P 500 Corporate Latin U.S.
Retirement Index Bond Pacific America Govt.
ADDITIONS Reserves Fund Eurofund Fund Fund Fund Fund
--------- ---------- ------------ ---------- ---------- --------- ---------- -----------
EMPLOYER CONTRIBUTIONS $ - $ - $ - $ - $ - $ - $ -
ROLLOVERS 5,940 7,707 1,927 7,707 1,927 - 5,780
NET APPRECIATION (DEPRECIATION) - 389,720 147,757 (13,362) 81,013 (79,824) (5,246)
INTEREST AND DIVIDEND INCOME 5,646 - - 15,254 - - -
-------- ---------- ---------- ---------- --------- ---------- ---------
Total additions 11,586 397,427 149,684 9,599 82,940 (79,824) 534
--------- ---------- ---------- ---------- --------- ----------- ---------
TRANSFERS (TO) FROM OTHER
INVESTMENT OPTIONS 751,851 5,968,397 1,711,265 2,078,566 710,055 1,461,453 474,616
-------- ---------- ---------- ---------- --------- ---------- ---------
DEDUCTIONS
----------
BENEFIT PAYMENTS - - - - - - -
TRANSACTION FEES - - - - - - -
-------- ---------- ---------- ---------- --------- ---------- ---------
Total deductions - - - - - - -
-------- ---------- ---------- ---------- --------- ---------- ---------
NET (DECREASE) INCREASE 763,437 6,365,824 1,860,949 2,088,165 792,995 1,381,629 475,150
NET ASSETS AVAILABLE FOR
BENEFITS, beginning of year - - - - - - -
-------- ---------- ---------- ---------- --------- ---------- ---------
NET ASSETS AVAILABLE FOR
BENEFITS, end of year $763,437 $6,365,824 $1,860,949 $2,088,165 $ 792,995 $1,381,629 $ 475,150
======== ========== ========== ========== ========= ========== =========
Employer
Participant Contribution
ADDITIONS Loans Rcvbl. Total
--------- ----------- ------------ ----------
EMPLOYER CONTRIBUTIONS $ - $ (597,505) $ 1,585,711
ROLLOVERS - - 196,242
NET APPRECIATION (DEPRECIATION) - - 3,648,645
INTEREST AND DIVIDEND INCOME 9,722 - 652,212
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Total additions 9,722 (597,505) 6,082,810
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TRANSFERS (TO) FROM OTHER
INVESTMENT OPTIONS 87,878 - -
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DEDUCTIONS
----------
BENEFIT PAYMENTS 8,366 - 1,149,503
TRANSACTION FEES - - 8,639
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Total deductions 8,366 - 1,158,142
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NET (DECREASE) INCREASE 89,234 (597,505) 4,924,668
NET ASSETS AVAILABLE FOR
BENEFITS, beginning of year 141,517 2,183,216 18,052,704
--------- ---------- -----------
NET ASSETS AVAILABLE FOR
BENEFITS, end of year $ 230,751 $1,585,711 $22,977,372
========= ========== ===========
The accompanying notes are an integral part of this statement.
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LAMALIE ASSOCIATES, INC. PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
FEBRUARY 28, 1998 AND 1997
1. ORGANIZATION AND OPERATION OF THE PLAN:
Effective June 4, 1997, the Lamalie Amrop International Profit Sharing Plan was
amended and renamed the Lamalie Associates, Inc. Profit Sharing Plan (the
Plan). The Plan is a defined contribution plan, which covers substantially all
employees of Lamalie Associates, Inc. and its wholly-owned subsidiaries (the
Employer).
Effective June 4, 1997, the Plan, as amended, offered the common stock of
Lamalie Associates, Inc. as an investment option to plan participants.
Effective January 2, 1998, the trustees of the Plan appointed Merrill Lynch
(the Custodian) as asset manager and third-party administrator. As of the
effective date, the plan participants were required to roll their investments
into new investment options offered by the Custodian.
Summary Plan Description
The following brief description of the provisions of the Plan is provided for
general information purposes only. Reference should be made to the plan
agreement for more complete information. The major provisions of the Plan are
as follows:
a. An employee who has completed one calendar month of service
following commencement of employment may enter the Plan on the first
February 28th after the employee becomes eligible.
b. The Employer may make an annual contribution to the Plan at the
discretion of the Board of Directors. Participants may direct
investment of the Employer's discretionary contribution into any of
the available investment options. There are no participant deferral
contributions or voluntary contributions to the Plan. The Plan allows
participant rollovers from qualified benefit plans. All contributions
are made in cash.
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Each participant's account is credited with an allocation of the
Employer's discretionary contribution, plan earnings and participant
forfeitures (subject to service requirements). Allocations of the
Employer's discretionary contribution and any forfeitures are made
to individual participants' accounts based on the ratio of each
participant's eligible compensation to the total eligible
compensation of all participants for that year. Allocations of a
particular fund's earnings are made based on the ratio of each
participant's beginning account balance in that particular fund
(less any distributions or withdrawals to the participant during the
plan year) to the total beginning account balances of all
participants in that same fund. During the plan year ended February
28, 1998, there were $101,452 of forfeitures reallocated to
participants.
c. Participants become fully vested upon retirement (age 65), at death,
upon total and permanent disability, or as described in the
following vesting schedule:
Years of Service Vested Percentage
----------------------------- -----------------
Less than one 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%
d. Although it has not expressed any intent to do so, the Employer has
the right, under the Plan, to discontinue its discretionary
contributions at any time and to terminate the Plan subject to the
provisions of the Employee Retirement Income Security Act of 1974.
Upon the occurrence of either event, all participant accounts become
fully vested and are not subject to forfeiture. All assets of the
Plan would then be distributed to the participants.
e. Benefits may be paid to terminated, disabled or otherwise inactive
participants or their beneficiaries in either lump-sum amounts equal
to the vested portion of their accounts, or in annual installments
over a period to be determined by the plan administrator. Payments
must begin no later than 60 days after the end of the plan year in
which retirement occurs, or a later date if requested, but in any
event, shortly after the year in which the participant reaches age
70.5, even if still employed.
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2. SIGNIFICANT ACCOUNTING POLICIES:
Basis of Accounting
The accompanying financial statements are presented on the accrual basis of
accounting. Investments are measured at fair market value as quoted in an
active market.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires the plan administrator to make estimates and
assumptions that affect the reported amounts of net assets available for
benefits at the date of the financial statements and the reported amounts of
changes in net assets available for benefits during the reporting period.
Actual results could differ from those estimates.
Net Appreciation (Depreciation)
Net appreciation (depreciation) includes both realized gains and losses on
dispositions of investments and unrealized gains and losses reflecting
adjustments to fair value.
Investments
The Vanguard Money Market Reserve seeks to provide income consistent with
preservation of capital and liquidity. It primarily invests in high-quality
certificates of deposit, bankers' acceptances, commercial paper and U.S.
Government securities.
The Vanguard Admiral Funds Short-Term U.S. Treasury Portfolio (Vanguard U.S.
Treasury Portfolio) seeks to provide a high level of current income
commensurate with the portfolio's risk characteristics. It primarily invests in
short-term U.S. Treasury bills, notes and bonds with an average maturity of one
to three years.
The Vanguard Bond Index Fund - Bond Market Portfolio (Vanguard Bond Market
Portfolio) seeks to provide a high level of income and to match the investment
performance of the total universe of domestic fixed income securities as
measured by the Lehman Brothers' Aggregate Bond Index. It primarily invests in
high-quality U.S. Government securities and corporate bonds, as well as
Government National Mortgage Association and other mortgage-backed securities.
The Vanguard Index Trust - 500 Portfolio (Vanguard 500 Portfolio) seeks to
match the total return performance of Standard & Poor's 500 Composite Stock
Price Index (the Index) by investing in all 500 stocks in the Index in
approximately the same proportions as represented in the Index.
The Vanguard International Equity Index Fund - European Portfolio (Vanguard
European Portfolio) seeks to achieve long-term growth of capital by investing
in the stocks of companies located
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outside the United States. It primarily attempts to match the total return
performance of Morgan Stanley's Capital International Europe Index, which
consists of equity securities of companies in 14 different European countries.
The Vanguard International Equity Index Fund - Pacific Portfolio (Vanguard
Pacific Portfolio) seeks to achieve long-term growth of capital by investing in
the stocks of companies located outside the United States. It primarily
attempts to match the total return performance of Morgan Stanley's Capital
International Pacific Index, which consists of equity securities of companies
in the Far East.
Scudder Latin America Fund seeks to achieve long-term capital appreciation
through investment primarily in the securities of Latin American issuers.
T. Rowe Price International Bond Fund seeks to provide high current income and
capital appreciation by investing in high-quality non-dollar denominated
government and corporate bonds outside the United States. The fund also seeks
to moderate price fluctuation by actively managing its maturity structure and
currency exposure.
AIM Aggressive Growth Fund invests primarily in equity securities of small- to
medium-sized companies.
Lamalie Associates Inc. Common Stock is offered to plan participants as an
investment option.
The Merrill Lynch Retirement Reserves Money Fund (Merrill Lynch Retirement
Reserves) invests in short-term fixed income securities and seeks to maintain a
constant net asset value of $1.00 per share.
The Merrill Lynch S&P 500 Index Fund invests primarily in equity securities
with the intent to match the performance of the unmanaged Standard & Poor's 500
Composite Stock Price Index, which is dominated by large capitalization stocks.
The Merrill Lynch Eurofund Class D (Merrill Lynch Eurofund) invests primarily
in equities of corporations domiciled in Europe.
The Merrill Lynch Corporate Bond Fund, Inc. - Intermediate Term Class D
(Merrill Lynch Corporate Bond Fund) invests in bonds rated in the four highest
ratings categories and other fixed income securities.
The Merrill Lynch Pacific Fund, Inc. Class D (Merrill Lynch Pacific Fund)
primarily invests in securities of companies in the Far Eastern and Western
Pacific countries, including Japan, Australia, Hong Kong and Singapore.
The Merrill Lynch Latin America Fund, Inc. Class D (Merrill Lynch Latin America
Fund) primarily invests in Latin American equity and debt securities.
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The Oppenheimer U.S. Government Fund invests in fixed-income government
securities.
The Merrill Lynch funds are managed by the Custodian, a party-in-interest.
Cost Information
Certain investment funds have informed the Employer that underlying investment
cost information is not available from their accounting records. As such, cost
and gain or loss information on Schedule II, Schedule of Reportable
Transactions, as it relates to investments and investment transactions with
these funds is not available.
Administrative Expenses
Certain administrative functions are performed by officers or employees of the
Employer. No such officer or employee receives compensation from the Plan. The
Plan's administrative expenses have been paid by the Employer for the year
ended February 28, 1998.
3. TAX STATUS:
The Internal Revenue Service has determined and informed the Employer, by a
letter dated December 21, 1992, that the Plan is designed in accordance with
applicable sections of the Internal Revenue Code (IRC). The Plan has been
amended since receiving this determination letter. However, the plan
administrator believes that the Plan is designed and is currently being
operated in compliance with the applicable requirements of the IRC.
4. SUBSEQUENT EVENTS:
In July 1998, the Plan was amended, effective August 1, 1998, to add a 401(k)
feature to the existing profit sharing plan and to rename the Plan LAI Ward
Howell, Inc. Profit Sharing and Savings Plan. The participant's maximum
deferral will be the lesser of 15 percent of eligible compensation or the
maximum amount established by law. Additionally, the amended Plan will allow
for a discretionary employer matching contribution. All contributions will be
participant-directed. Furthermore, employees will become eligible to
participate in the Plan as of the first day of employment.
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Subsequent to the plan year-end, the plan participants were able to select the
following additional investment options:
o Alliance Bond Fund - Corporate Bond Portfolio
o Merrill Lynch Corporate Bond Fund, Inc. - High Income Portfolio
o MFS Massachusetts Investors Trust
o Davis New York Venture Fund
o MFS Massachusetts Investors Growth Stock Fund
o Merrill Lynch Growth Fund
o Lord Abbott Developing Growth Fund
o AIM International Equity Fund
o Oppenheimer Quest Global Value Fund
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SCHEDULE I
LAMALIE ASSOCIATES, INC. PROFIT SHARING PLAN
SCHEDULE OF ASSETS HELD FOR INVESTMENT
AS OF FEBRUARY 28, 1998
Fair Market
Description Cost Value
----------- ---- ----
AIM Aggressive Growth Fund $ 5,550,900 $ 5,903,013
Lamalie Associates, Inc. Common Stock** 1,053,874 1,529,748
Merrill Lynch Retirement Reserves* 763,437 763,437
Merrill Lynch S&P 500 Index Fund* 5,976,104 6,365,824
Merrill Lynch Eurofund* 1,713,192 1,860,949
Merrill Lynch Corporate Bond Fund* 2,101,527 2,088,165
Merrill Lynch Pacific Fund* 711,982 792,995
Merrill Lynch Latin America Fund* 1,461,453 1,381,629
Oppenheimer U.S. Government Fund 480,396 475,150
Participant loans (interest rates ranging from 9.25% to 9.75%) 230,751 230,751
----------- -----------
Total investments $20,043,616 $21,391,661
=========== ===========
* Managed by the Custodian, a party-in-interest.
** A party-in-interest.
The preceding notes are an integral part of this schedule.
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SCHEDULE II
LAMALIE ASSOCIATES, INC. PROFIT SHARING PLAN
SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED FEBRUARY 28, 1998
Purchases Dispositions
---------- ---------------------------
Gain/
Description Cost Cost Proceeds (Loss)
----------- ---------- ---- ---------- ------
Vanguard Money Market Reserve $3,841,970 * $4,139,544 *
Vanguard U.S. Treasury Portfolio 233,228 * 875,165 *
Vanguard Bond Market Portfolio 148,273 * 1,510,559 *
Vanguard 500 Portfolio 983,558 * 7,082,658 *
Vanguard European Portfolio 123,746 * 2,467,105 *
Vanguard Pacific Portfolio 418,252 * 1,010,364 *
Scudder Latin America Fund 429,362 * 1,559,695 *
AIM Aggressive Growth Fund 811,818 * 304,481 *
Lamalie Associates, Inc. Common Stock*** 1,053,874 - -- --
Merrill Lynch S&P 500 Index Fund** 5,976,104 - -- --
Merrill Lynch Eurofund** 1,713,192 - -- --
Merrill Lynch Corporate Bond Fund** 2,101,527 - -- --
Merrill Lynch Latin America Fund** 1,461,453 - -- --
* Not available (see Note 2).
** Managed by the Custodian, a party-in-interest.
***A party-in-interest.
The preceding notes are an integral part of this schedule.
14
LAMALIE ASSOCIATES, INC PROFIT SHARING PLAN.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this annual report to be signed on its behalf by the undersigned,
hereunto duly authorized.
August 24, 1998 LAMALIE ASSOCIATES, INC PROFIT SHARING PLAN
By: /s/ Jack P. Wissman
----------------------------
Jack P. Wissman
Trustee
By: /s/ Philip R. Albright
----------------------------
Philip R. Albright
Trustee