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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[X] Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the fiscal year ended December 31, 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: 0-23940
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ALTERNATIVE RESOURCES CORPORATION
---------------------------------
(Exact name of registrant as specified in its charter)
Delaware 38-279106
--------------------------- -------------------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
100 Tri-State International, Suite 300
Lincolnshire, Illinois 60069
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (847) 317-1000
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 Par Value
----------------------------
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (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 (Section 229.405 of this chapter) 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. / /
The registrant estimates that the aggregate market value of the registrant's
Common Stock held by non-affiliates on March 6, 1998 (based upon an estimate
that 89.4% of the shares are so owned by non-affiliates and upon the average
of the closing bid and asked prices for the Common Stock on the Nasdaq
National Market) on that date was approximately $361,784,000. Determination
of stock ownership by non-affiliates was made solely for the purpose of
responding to these requirements and registrant is not bound by this
determination for any other purpose.
As of March 6, 1998, 15,863,407 shares of the registrant's Common Stock were
outstanding.
The following documents are incorporated into this Form 10-K by reference:
Certain portions of the Annual Report to Stockholders for fiscal year ended
December 31, 1997 (Part II).
Certain portions of the Proxy Statement for Annual Meeting of Stockholders
to be held on April 28, 1998 (Part III).
PART I
ITEM 1. BUSINESS
OVERVIEW
Alternative Resources Corporation-Registered Trademark- ("ARC" or the
"Company"), through its subsidiaries, is a leading provider of information
technology (IT) services, including component outsourcing, consulting,
technology rollouts and IT project staffing. The Company's clients consist
principally of Fortune 1000 companies and mid-sized companies with sizable
and complex IT operations. The Company serves its clients through a network
of 58 branch offices (as of December 31, 1997) located in the United States
and Canada. The Company has experienced substantial growth in revenue and
earnings driven primarily by industry trends toward component outsourcing of
IT operations, increased penetration of the Company's existing clients and
markets, expansion into new markets, and the introduction of new services.
The Company was formed in March 1988 and began providing technical
staffing solutions in April 1988. The Company has expanded its office
network during each year of operation, opening three offices in 1988, four
offices in 1989, six offices in 1990, two offices in 1991, four offices in
1992, five offices in 1993, nine offices in 1994, eight offices in 1995, nine
offices in 1996 and eight in 1997. The Company intends to open six to eight
new offices in 1998. (See "Operations" below)
On November 7, 1997, ARC acquired CGI Systems, Inc. (CGI). The
acquisition represents a strategic expansion of ARC's service offerings in
the IT staffing and managed services area that will allow for a broader base
of solutions to an increasingly sophisticated information technology
marketplace. Additional services which the Company will be able to provide
as a result of the acquisition include applications support; network
solutions, including network implementation and Lotus Notes practices;
applications development practices; and application consulting practices for
SAP, data warehousing and other applications.
ARC SERVICES
During the past several years, ARC has evolved from a pure IT staffing
company into a solutions-based provider of IT services. ARC's service
offerings are designed to provide its clients with the flexibility and
expertise to address their IT execution needs. Within the IT operations and
applications support areas, ARC provides traditional IT staffing resources,
project management services and managed delivery services called
Smartsourcing-Registered Trademark- Solutions. The Company's resource base
of more than 50,000 technical employees are skilled in the following
technology environments:
- - Help Desk - Applications Maintenance
- - Desktop Support - Group Ware
- - LAN/WAN/Telecommunications - Internet
- - Data Center Operations - Intranet
- - Client Server - Electronic Commerce
- - Applications Development
Clients can utilize ARC's IT professionals through a variety of service
arrangements: Staffing Services, Projects and Smartsourcing-Registered
Trademark- Solutions.
STAFFING SERVICES. With ARC Staffing Services, clients are provided
access to talented IT professionals as needed in the areas of operational
support and programming services. Under this arrangement, ARC's clients
provide the day-to-day management of IT professionals. Staffing Services,
formerly referred to as time and material business, has been offered by ARC
since its inception in 1988.
PROJECTS. Under ARC Projects, the Company provides highly skilled IT
professionals for the planning and implementation of companies' most complex IT
projects, in addition to the benefits provided under traditional staffing
services. ARC's senior level IT professionals develop a clearly defined
statement of work identifying discrete deliverables for each project, ensuring
it is planned, executed and completed to the client's specifications and
timetable. Typical ARC projects involve rolling out software or hardware
technologies from platform migrations to network design and implementation.
SMARTSOURCING-Registered Trademark- SOLUTIONS. Under
Smartsourcing-Registered Trademark- Solutions, the Company manages,
supervises and schedules the staffing requirements of all or part of a
client's IT operations department or function. However, as opposed to total
outsourcing, the strategic direction and control of the department or
function is retained by the client. For example, under one of the Company's
Smartsourcing projects, the Company provides, manages and supervises ARC
technical employees who operate a client's entire data center tape
operations. Smartsourcing relieves the client of the burdensome
responsibilities of employment and termination, performance evaluations,
benefits administration, scheduling and retraining. Smartsourcing is
generally structured to provide clients with an economical mix of Staffing
Services, Projects and onsite management. The site manager reports to the
client, but also receives direction from the operational delivery team.
Under a Smartsourcing arrangement, the Company may commit to achieving
certain service levels established by a client and may be subject to
penalties if such service levels are not achieved.
All three of the Company's staffing alternatives are supported by the
Company's National Client Support Services ("NCSS"), which provides both clients
and technical employees with assistance and direction in case of emergencies and
other unanticipated events. NCSS is available to clients at no additional cost
after normal business hours on weekdays and 24 hours a day on weekends.
Historically, staffing services have been billed on an hourly basis. While
the vast majority of the traditional staffing business is invoiced in this
manner, under ARC Projects or Smartsourcing-Registered Trademark- Solutions
arrangements, the Company may utilize alternative invoicing arrangements. Such
arrangements may include fixed price arrangements or per unit billing. An
example of a per unit billing arrangement would be a price per call on a help
desk operation.
ARC APPROACH
The Company has developed a customized approach to the project
assignment process that it believes results in a high degree of client and
technical employee satisfaction, repeat business from clients and a high
level of technical employee retention. The Company believes a superior
project assignment entails developing a comprehensive understanding of
clients' needs, matching clients' needs with requisite skills on a timely
basis, and monitoring performance throughout the project. However, the
Company believes that the professional and interpersonal skills required to
interact with clients and interpret and communicate their needs differ
greatly from those required to manage the recruitment and project assignment
of technical employees. Under the ARC approach, project responsibilities are
shared between account managers and resource managers. Account managers
focus principally on building and fostering relationships with clients,
understanding the client's organization and assessing the client's needs, and
proposing tailored staffing solutions. Resource managers focus principally on
recruiting and establishing relationships with technical personnel, assessing
their technical and interpersonal skills, selecting appropriate technical
personnel for a project, and monitoring and motivating technical employees on
a project. This separation of responsibilities allows account managers and
resource managers to meet the needs of their respective constituencies while
working together to enhance the prospects of a superior project assignment.
Each branch office typically has two to four account managers. Each
account manager typically focuses on up to 25 targeted organizations with
substantial IT operations. The Company also employs national account
managers who establish and manage national service arrangements with certain
major clients and maintain those relationships at the corporate office level.
Account managers and national account managers work together to serve the
local and national needs of such clients.
Each branch office typically has two to four resource managers. A
resource manager typically manages an aggregate of 20 to 30 technical
employees assigned to various projects.
The Company operates within a decentralized management structure that
gives branch general managers significant discretion over the operations and
performance of their branch office. The Company believes that its management
structure provides a motivating environment for its staff, creates a
responsive and committed management team, and improves productivity. In
addition, the Company invests significant resources in ongoing training of
its branch office staff to promote consistent execution of the Company's
strategy.
Branch general managers are responsible for the overall performance of
their respective branch office and may oversee client support sites. Branch
general managers also assist account managers in developing and maintaining
client relationships and assist resource managers in interviewing and
evaluating technical personnel. Branch general managers typically have
significant direct selling experience with a Fortune 500 company, at least
three years of experience in sales management, and strong interpersonal
skills. Each branch general manager reports to an executive director.
Executive directors are primarily responsible for insuring consistent
implementation of the ARC consultative sales approach and project assignment
process, as well as other elements of the Company's business strategy,
throughout the office network. Executive directors also train, develop and
evaluate branch general managers and assist in selecting, establishing and
overseeing new branch offices and client support sites.
The Company provides sales and delivery support for its
Smartsourcing-Registered Trademark- Solutions offering through centralized
Smartsourcing-Registered Trademark- Solutions staff located at its
headquarters in Lincolnshire, Illinois. This staff of specialists supports
ARC's account managers in presenting Smartsourcing-Registered Trademark-
Solutions to clients. The staff also provides management oversight and
technical support to Smartsourcing-Registered Trademark- Solutions project
teams.
RECRUITING OF TECHNICAL PERSONNEL
As the leading edge of technology continues to outpace the availability
of leading edge skills, and as the Company introduces applications support
services to its clients, the recruitment and retention of technical personnel
represents an expanding challenge. To recruit qualified technical personnel,
the Company places newspaper advertisements, maintains a presence at local
technical college(s) and obtains referrals from its technical employees and
clients. In addition, the Company recruits technical personnel through its
web site (www.alrc.com). In 1998, the Company's new National Technical
Recruiters outbound telemarketing group will undertake a broad-based effort
to develop relationships with technical professionals throughout the U.S. and
Canada. These efforts will be further supported in individual markets with an
expanded group of local recruiting specialists.
Prospective technical employees are required to complete an extensive
questionnaire regarding skill levels, experience, education and availability,
and to provide references. Resource managers regularly update each branch
office database to reflect changes in technical personnel skill levels and
availability.
In order to retain a qualified workforce, the Company devotes
considerable time and resources towards serving the needs of its technical
employees. All technical employees receive a competitive hourly wage
determined by the Company and are eligible to participate in the Company's
401(k) plan and employee stock purchase plan and earn bonuses based on
referrals of technical personnel. In addition, technical employees are
eligible for educational reimbursement based on length of service with the
Company, which may be used in technical training programs to improve and
expand their technical skills. The Company also provides technical employees
access to computer-based training in its branch offices. Technical employees
also receive a benefits package that allows them to select from a variety of
benefit options, including comprehensive group medical insurance, vision and
dental insurance, long-term disability insurance and group life insurance.
The Company believes that its comprehensive benefits and training programs
encourage technical employees' loyalty and commitment.
OPERATIONS
The Company operates through a network of 58 offices (including client
support sites) located in the United States and Canada. In addition to the
Company's principal executive offices in Lincolnshire, Illinois, as of
December 31, 1997, the Company had offices located in the following
metropolitan areas:
YEAR YEAR
LOCATION OPENED LOCATION OPENED
-------- ------ -------- ------
- - Detroit, Michigan 1988 - New York, New York 1994
- - Minneapolis, Minnesota 1988 - Rosemont, Illinois 1994
- - Dallas, Texas 1988 - Edison, New Jersey 1994
- Charlotte, North Carolina 1994
- - Boston, Massachusetts 1989 - Plano, Texas 1994
- - Chicago, Illinois 1989
- - Cleveland, Ohio 1989 - Boca Raton, Florida 1995
- - Washington, D.C. 1989 - Colorado Springs, Colorado 1995
- Rochester, New York* 1995
- - San Francisco, California 1990 - Raleigh-Durham, North Carolina 1995
- - Fort Worth, Texas 1990 - Milwaukee, Wisconsin 1995
- - Atlanta, Georgia 1990 - Woodland Hills, California 1995
- - Houston, Texas 1990 - Allentown, Pennsylvania 1995
- - Los Angeles, California 1990 - Long Island, New York 1995
- - Anaheim, California 1990
- Richmond, Virginia* 1996
- - Cincinnati, Ohio 1991 - Portland, Oregon 1996
- - San Jose, California 1991 - Kansas City, Kansas 1996
- Pittsburgh, Pennsylvania 1996
- - Philadelphia, Pennsylvania 1992 - San Diego, California 1996
- - Orlando, Florida 1992 - Boulder, Colorado* 1996
- - Baltimore, Maryland 1992 - Boise, Idaho 1996
- - Saddlebrook, New Jersey 1992 - Hartford, Connecticut 1996
- Southbury, Connecticut* 1996
- - Denver, Colorado 1993
- - Phoenix, Arizona 1993 - Bloomington, Minnesota 1997
- - Tampa, Florida 1993 - Atlanta (Midtown), Georgia 1997
- - Miami, Florida 1993 - Indianapolis, Indiana 1997
- - Seattle, Washington 1993 - Austin, Texas 1997
- Montreal, Quebec 1997
- - St. Louis, Missouri 1994 - Berwyn, Pennsylvania 1997
- - Toronto, Ontario 1994 - Malvern, Pennsylvania 1997
- - Stamford, Connecticut 1994 - Silicon Valley, California 1997
- - Sacramento, California 1994
- ---------------------------
* Client Support Site
The Company expects to open six to eight additional offices in 1998 in new
and existing geographic markets. Most of ARC's branch openings to date have been
entries and expansion into large, metropolitan markets. New branch openings
will generally involve entry into mid-size markets or divisions of larger
markets. As such, new branches will not grow to be as large as some of ARC's
established branches in major markets. In selecting markets for new branch
offices, the Company considers many factors, including the presence of
organizations with substantial IT operations, the availability of internal
management resources, opportunities to expand geographically with existing
clients and overall demographics.
From time to time, the Company opens client support sites in response to
specific client needs. Client support sites are similar to branch offices but
are staffed only by a resource manager and have no selling function. Many client
support sites evolve into full branches as other client opportunities arise
within the local market. The Company may establish additional client support
sites in markets where it does not have an established presence, especially as
national account relationships expand.
CLIENTS
The Company's clients consist principally of Fortune 1000 companies and
mid-sized organizations with sizable and complex IT operations. The IT
requirements of these organizations often provide opportunities for major
projects that extend for multiple years or generate additional projects.
During 1997, the Company provided technical staffing solutions to a wide
variety of entities including computer services companies, systems
integrators, telecommunications companies, banking and financial service
entities, manufacturers, distributors, health care providers and utilities.
The Company's computer services and systems integrator clients often
subcontract ARC's services to their own customers. In 1997, the Company's
largest clients, IBM, Hewlett Packard and Electronic Data Systems
Corporation, accounted for approximately 15%, 14% and 12% of the Company's
total revenue, respectively.
ARC will typically provide discounts on staffing services to its largest
clients in exchange for the opportunity to sell more volume and the
opportunity to sell its higher margin, value added services, such as
Smartsourcing-Registered Trademark- Solutions. The Company believes that its
relationships with these large clients have contributed significantly to its
revenue growth.
Although large computer service companies and other Fortune 1000
companies were the historic focus of ARC's sales initiatives, beginning in
1996 the Company began promoting its services to the middle-tier market,
which was called the General Business initiative. Sales through the Company's
General Business program, which targets client companies with revenues in the
$50 to $500 million revenue range, comprised approximately 14% of total
revenue for 1997, compared with 4% in 1996. The Company believes middle-tier
companies represent a growing and still relatively untapped market.
COMPETITION
The IT services industry is highly competitive and fragmented and has
low barriers to entry. The Company competes for potential clients with
providers of outsourcing services, systems integrators, computer systems
consultants, other providers of technical staffing services and, to a lesser
extent, temporary personnel agencies. The Company competes for technical
personnel with private and public companies, other providers of technical
staffing services, systems integrators, providers of outsourcing services,
computer systems consultants, clients and temporary personnel agencies.
The Company believes that the principal competitive factors in obtaining
and retaining clients are accurate assessment of clients' requirements,
timely assignment of technical employees with appropriate skills and the
price of services. The Company is dependent upon its ability to continue to
attract and retain technical personnel who possess the technical skills and
experience necessary to meet the IT servicing requirements of its clients.
The principal competitive factors in attracting qualified technical personnel
are schedule flexibility, the availability of training, benefits and
compensation as well as the availability, quality and variety of projects.
The Company believes that many of the technical personnel included in its
branch office databases may also be pursuing other employment opportunities.
Therefore, the Company believes that responsiveness to the needs of technical
personnel is an important factor in the Company's ability to fill projects.
SEASONALITY
The Company's quarterly results are affected by such factors as
employment taxes and the timing, number and costs associated with new branch
office openings. In general, the first two quarters of the year carry a
significant portion of payroll tax expense. As employees reach annual
payroll limits, usually in the third and fourth quarters, the Company's
payroll tax expense is reduced. The timing of branch office openings is
dependent upon such factors as the availability of resources for recruiting
and training branch staff, as well as how quickly office space can be
identified and the leases negotiated.
EMPLOYEES
At December 31, 1997, the Company employed 750 staff employees and
approximately 5,000 technical employees. During all of 1997, the Company
employed more than 9,000 technical employees.
FORWARD-LOOKING STATEMENTS
The Company makes forward-looking statements from time to time and desires to
take advantage of the "safe harbor", which is afforded such statements under
the Private Securities Litigation Reform Act of 1995, when they are
accompanied by meaningful cautionary statements identifying important factors
that could cause actual results to differ materially from those in the
forward-looking statements.
The statements contained in this Form 10-K, including under "Management's
Discussion and Analysis of Financial Condition and Results of Operations,"
statements contained in future filings with the Securities and Exchange
Commission and publicly disseminated press releases, and statements which may
be made from time to time in the future by management of the Company in
presentations to shareholders, prospective investors, and others interested
in the business and financial affairs of the Company, which are not
historical facts, are forward-looking statements that involve risks and
uncertainties that could cause actual results to differ materially from those
set forth in the forward-looking statements. Any projections of financial
performance or statements concerning expectations as to future developments
should not be construed in any manner as a guarantee that such results or
developments will, in fact, occur. There can be no assurance any
forward-looking statement will be realized or that actual results will not be
significantly different from that set forth in such forward-looking statement.
In addition to the risks and uncertainties of ordinary business operations,
the forward-looking statements of the Company referred to above are also
subject to the following risks and uncertainties:
- - The Company's ability to attract and retain qualified information
technology professionals
- - The Company's ability to recruit, train, integrate and retain qualified
branch general managers, account managers, and resource managers
- - Competition in the information technology services marketplace
- - The Company's continued ability to initiate and develop client
relationships
- - The Company's ability to identify and respond to trends in information
technology
- - Unforeseen business trends in the Company's national accounts or other
large clients
- - Pricing pressures and/or wage inflation and the resulting impact on gross
profit and net operating margins
- - The ability to successfully integrate acquisitions
- - The ability to successfully open new branch offices and to enter new
geographic markets
- - The Company's overall ability to manage its growth
- - The effect of changes in general economic conditions
EXECUTIVE OFFICERS OF THE REGISTRANT
The executive officers of the Company are as follows:
NAME AGE POSITION
---- --- --------
Larry I. Kane 57 Chairman of the Board and
Chief Executive Officer
Richard B. Williams 52 Vice Chairman
Robert V. Carlson 41 Chief Operating Officer
Bradley K. Lamers 40 Vice President and Chief
Financial Officer, Secretary
and Treasurer
Silvia U. Masini 43 Vice President
Mr. Larry I. Kane founded the company in March 1988 and has served as
its Chief Executive Officer and a Director since the Company's inception.
Mr. Kane was named Chairman of the Board of the Company in May 1995. Mr.
Kane also served as the President of the Company from the Company's inception
to February 1997. Mr. Kane was Region Director for Brandon Systems
Corporation, a provider of technical staffing services from August 1985
through November 1987. Mr. Kane previously held various sales management and
marketing positions with General Electric Company and Automated Data
Processing, Inc.
Mr. Richard B. Williams was named Vice Chairman of the Company in
December 1997, responsible for strategic planning, marketing and information
technology operations. From February 1997 through December 1997, Mr.
Williams served the Company as President and Chief Operating Officer. From
1995 through 1996, Mr. Williams was co-founder and Chairman and Chief
Executive Officer of Intellisource, Inc., an outsourcing services firm. From
1990 through 1995, Mr. Williams was a senior vice president of Dun and
Bradstreet Corporation, where he was responsible for corporate strategy and
marketing, as well as chief of technology. Previously, Mr. Williams was
vice president of U.S. marketing for Unisys and a general manager of General
Electric's Consumer Electronics Division.
Mr. Robert V. Carlson was named Chief Operating Officer in December
1997. Prior to that he was Executive Vice President responsible for the
Company's field operations, a position he held since November 1996. Mr.
Carlson joined the Company in April 1991 as a Branch General Manager, became
an Executive Director in December 1993, and was named Vice President in July
1995. Prior to joining the Company, Mr. Carlson held various positions with
General Electric Company and Automated Data Processing, Inc.
Mr. Bradley K. Lamers joined the Company in March 1995 as Director of
Finance and Controller. He was promoted to Vice President in July 1995 and
to Chief Financial Officer, Corporate Secretary and Treasurer in October
1995. From November 1988 to March 1995, Mr. Lamers served as a division
controller for Rogers Foods, Inc., a wholly owned subsidiary of Universal
Foods Corporation.
Ms. Silvia U. Masini joined the Company in March 1990 as Manager - Human
Resources. She was promoted to Director of Human Resources in September 1992
and to Vice President, overseeing the Company's employee recruitment,
development and training programs, in October 1993.
ITEM 2. PROPERTIES
The Company's principal executive office is currently located in
approximately 27,000 square feet of office space in Lincolnshire, Illinois,
pursuant to a lease agreement that expires October 31, 2006. The Company
leases office space for all of its branch offices and client support sites.
Branch offices occupy between 1,200 and 4,700 square feet. The lease terms
for branch offices are typically five years.
ITEM 3. LEGAL PROCEEDINGS
In the normal course of business, the Company is a party to various
legal proceedings. The Company does not expect that any currently pending
proceedings will have a material adverse effect on its business.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS.
The information required by this Item is included in registrant's Annual
Report to Stockholders for the fiscal year ended December 31, 1997, under the
caption "Stockholder Information", which information is set forth in Exhibit
13 to this Form 10-K and is hereby incorporated herein by reference.
ITEM 6. SELECTED FINANCIAL DATA.
The information required by this Item is included in registrant's Annual
Report to Stockholders for the fiscal year ended December 31, 1997, under the
caption "Five Year Summary of Selected Financial Data," which information is
set forth in Exhibit 13 to this Form 10-K and is hereby incorporated herein
by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.
The information required by this Item is included in registrant's Annual
Report to Stockholders for the fiscal year ended December 31, 1997, under the
caption "Management's Discussion and Analysis of Financial Condition and
Results of Operations," which information is set forth in Exhibit 13 to this
Form 10-K and is hereby incorporated herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required by this Item is included in registrant's Annual
Report to Stockholders for the fiscal year ended December 31, 1997, under the
captions "Consolidated Balance Sheets," "Consolidated Statements of
Operations," "Consolidated Statements of Changes in Stockholders' Equity,"
"Consolidated Statements of Cash Flows," "Notes to Consolidated Financial
Statements" and "Independent Auditors' Report," which information is set
forth in Exhibit 13 to this Form 10-K and is hereby incorporated herein by
reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
a. Directors of the Company
The information required by this Item is set forth in
registrant's Proxy Statement for the Annual Meeting of
Stockholders to be held on April 28, 1998, at pages 3
through 5 under the caption "Election of Directors", which
information is hereby incorporated herein by reference.
b. Executive Officers of the Company
Reference is made to "Executive Officers of the Registrant" in Part I.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this Item is set forth in registrant's Proxy
Statement for the Annual Meeting of Stockholders to be held on April 28,
1998, at pages 6 through 8 under the caption "Executive Compensation," at
page 5 under the caption "Board of Directors", and at page 10 under the
caption "Compensation Committee Interlocks and Insider Participation," which
information is hereby incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by this Item is set forth in registrant's Proxy
Statement for the Annual Meeting of Stockholders to be held on April 28,
1998, at page 2 under the caption "Securities Beneficially Owned by Principal
Stockholders and Management," which information is hereby incorporated herein
by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
FORM 8-K
(a) (1) FINANCIAL STATEMENTS
The following financial statements of Alternative Resources
Corporation, included in the registrant's Annual Report to
Stockholders for the fiscal year ended December 31, 1997 are
included in Part II, Item 8:
(i) Consolidated Balance Sheets - as of December 31, 1997 and
1996;
(ii) Consolidated Statements of Operations - years ended
December 31, 1997, 1996, and 1995;
(iii) Consolidated Statements of Changes in Stockholders' Equity -
years ended December 31, 1997, 1996, and 1995;
(iv) Consolidated Statements of Cash Flows - years ended
December 31, 1997, 1996, and 1995;
(v) Notes to Consolidated Financial Statements; and
(vi) Independent Auditors' Report from KPMG Peat Marwick LLP.
(2) FINANCIAL STATEMENT SCHEDULES
(i) Independent Auditors' Report from KPMG Peat Marwick LLP.
(ii) Schedule II - valuation and qualifying accounts.
EXHIBITS
2.1 Stock Purchase and Sale Agreement dated as of October 6, 1997 among
Alternative Resources Corporation, Compagnie Generale d'Informatique,
Joseph R. Ferrandino, Thomas K. Sheridan and International Business
Machines Corporation. Incorporated by reference herein to exhibit 2 to
the Company's form 8-K dated November 7, 1997. (File No. 0-23940)
2.2 Amendment Number One dated as of November 7, 1997 to Stock Purchase
and Sale Agreement dated as of October 6, 1997 among Alternative
Resources Corporation, Compagnie Generale d'Informatique, Joseph R.
Ferrandino, Thomas K. Sheridan and International Business Machines
Corporation. Incorporated by reference herein to exhibit 2a to the
Company's form 8-K dated November 7, 1997. (File No. 0-23940)
2.3 I/T Staffing Revenue Escrow Agreement by and among Compagnie Generale
d'Informatique, Joseph R. Ferrandino, Thomas K. Sheridan, Alternative
Resources Corporation and Harris Trust and Savings Bank dated November
7, 1997. Incorporated by reference herein to exhibit 2b to the
Company's form 8-K dated November 7, 1997. (File No. 0-23940)
3.1 Amended and Restated Certificate of Incorporation. Incorporated
herein by reference to exhibit 3 to the Company's form 10-Q for the
period ended June 30, 1996 (File No. 0-23940)
3.2 Amended and Restated By-Laws. Incorporated herein by reference to
Exhibit 3.2 to the Company's Form 10-K for the year ended December 31,
1996. (File No. 0-23940)
4.0 Credit agreement dated November 7, 1997, incorporated by reference
herein to exhibit 4 to the Company's Form 8-K dated November 7, 1997.
(File No. 0-23940)
Exhibits 10.1 through 10.10 are management contracts or compensatory plans or
arrangements
10.1 Amended and Restated Stock Option Plan. Incorporated herein by
reference to exhibit 10 to the Company's form 10-Q for the period
ended June 30, 1997. (File No. 0-23940)
10.2 Senior Management Agreement between Alternative Resources Corporation
and Larry I. Kane dated as of March 8, 1988, as amended December 2,
1988 and March 9, 1990. Incorporated herein by reference to exhibit
10.3 to the Company's Registration Statement on Form S-1, as amended,
Registration No. 33-76584.
10.3 Third Amendment to Senior Management Agreement between Alternative
Resources Corporation and Larry I. Kane dated as of April 20, 1994.
Incorporated herein by reference to exhibit 10.4 to the Company's
Registration Form S-1, as amended, Registration No. 33-76584.
10.4 Executive Employment Agreement between Alternative Resources
Corporation and Silvia U. Masini dated April 18, 1994. Incorporated
herein by reference to exhibit 10.7 to the Company's Form 10-K for the
period ended December 31, 1994. (File No. 0-23940)
10.5 Executive Employment Agreement between Alternative Resources
Corporation and Robert V. Carlson dated July 21, 1995. Incorporated
herein by reference to exhibit 10.8 to the Company's Form 10-K for the
period ended December 31, 1995. (File No. 0-23940)
10.6 Executive Employment Agreement between Alternative Resources
Corporation and Bradley K. Lamers dated July 21, 1995. Incorporated
herein by reference to exhibit 10.9 to the Company's Form 10-K for the
period ended December 31, 1995. (File No. 0-23940)
10.7 Senior Management Agreement dated September 30, 1991 between
Alternative Resources Corporation and Bruce R. Smith, as amended.
Incorporated herein by reference to exhibit 10.10 to the Company's
Registration Statement on Form S-1, as amended, Registration No.
33-76584.
10.8 Form of Indemnity Agreement between Alternative Resources Corporation
and its directors and officers. Incorporated herein by reference to
exhibit 10.11 to the Company's Registration Form S-1, as amended,
Registration No. 33-76584.
10.9 Alternative Resources Corporation Employee Stock Purchase Plan.
Incorporated herein by reference to the exhibit 10.12 to the Company's
Registration Statement on Form S-8, Registration No. 33-88918.
10.10 Senior Management Agreement made as of September 30, 1991 between
Alternative Resources Corporation and Silvia U. Masini. Incorporated
herein by reference to the exhibit 10.15 to the Company's Annual
Report on Form 10-K for the year ended December 31, 1994. (File No.
0-23940).
13 Certain portions of the 1997 Annual Report to Stockholders
21 Subsidiaries of Alternative Resources Corporation
23 Consent of KPMG Peat Marwick LLP
27.1 Financial Data Schedule - 1995 and 1996 Restated
27.2 Financial Data Schedule - 1997
(b) REPORTS ON FORM 8-K
A Form 8-K dated November 7, 1997 as amended by Form 8-K/A was filed
during the fourth quarter of 1997, reporting under Item 2 the
acquisition of CGI Systems, Inc. and filing the required financial
statements of CGI and pro-forma financial information.
(c) EXHIBITS
The exhibits filed as part of this Annual Report on Form 10-K are as
specified in Item 14(a)(3) herein.
(d) FINANCIAL STATEMENT SCHEDULES
The financial statement schedule filed as part of this Annual Report
on Form 10-K is as specified in item 14(a)(2) herein.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized on
March 26, 1998.
ALTERNATIVE RESOURCES CORPORATION
By /s/ Larry I. Kane
------------------------
Larry I. Kane, Chairman of the Board
And Chief Executive Officer
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
registrant and in the capacities indicated on March 26, 1998:
SIGNATURE TITLE
--------- -----
/s/ Larry I. Kane Chairman of the Board and Chief
- -----------------------
Larry I. Kane Executive Officer (Principle
Executive Officer)
/s/ Richard B. Williams Vice Chairman and Director
- -----------------------
Richard Williams
/s/ Robert V. Carlson Chief Operating Officer and Director
- -----------------------
Robert V. Carlson
/s/ Bradley K. Lamers Vice President, Chief Financial
- -----------------------
Bradley K. Lamers Officer, Secretary and Treasurer (Principal
Financial Officer and Principal Accounting
Officer)
/s/ Michael E. Harris Director
- -----------------------
Michael E. Harris
/s/ Bruce R. Smith Director
- -----------------------
Bruce R. Smith
/s/ Raymond R. Hipp Director
- -----------------------
Raymond R. Hipp
/s/ Joanne Brandes Director
- -----------------------
JoAnne Brandes
ALTERNATIVE RESOURCES CORPORATION
SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS
YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
Additions
-------------------------
Balance at Charged to Charged to Balance at
Beginning Costs and Other End of
Description of Period Expenses Accounts Deductions Period
- ----------- --------- -------- -------- ---------- ------
1997
Allowance for doubtful accounts $528 $318 - $184 $662
1996
Allowance for doubtful accounts 579 278 - 329 528
1995
Allowance for doubtful accounts 176 420 - 17 579
INDEPENDENT AUDITORS' REPORT
The Board of Directors and stockholders
Alternative Resources Corporation:
Under date of January 28, 1998, we reported on the consolidated balance
sheets of Alternative Resources Corporation and subsidiaries as of December
31, 1997 and 1996, and the related consolidated statements of operations,
changes in stockholders' equity and cash flows for each of the years in the
three-year period ended December 31, 1997, as contained in the 1997 annual
report to stockholders. These consolidated financial statements and our
report thereon are incorporated by reference in the annual report on Form
10-K for the year ended December 31, 1997. In connection with our audits of
the aforementioned consolidated financial statements, we also audited the
related consolidated financial statement schedule listed in Item
14(a)(2)(ii). The consolidated financial statement schedule is the
responsibility of the Company's management. Our responsibility is to express
an option on the consolidated financial statement schedule based on our
audits.
In our opinion, such consolidated financial statement schedule, when
considered in elation to the basic consolidated financial statements taken as
a whole, presents fairly, in all material respects, the information set forth
therein.
/s/ KPMG Peat Marwick LLP
Chicago, Illinois
January 28, 1998
EXHIBIT INDEX
Exhibit
Number Description
- ------- -----------
13 Certain portions of 1997 Annual Report to Stockholders
21 Subsidiaries of Alternative Resources Corporation
23 Consent of KPMG Peat Marwick LLP
27.1 Financial Data Schedule - 1995 and 1996 Restated
27.2 Financial Data Schedule - 1997