<PAGE>
 
    
 As filed with the Securities and Exchange Commission on February 3, 1999     
                                                     Registration No. 333-61697
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
 
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                                
                             AMENDMENT NO. 6     
                                      TO
                                   FORM S-1
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933
 
                                ---------------
 
                           KORN/FERRY INTERNATIONAL
              (Exact name of registrant as specified in charter)
 

<TABLE>
<S>                                <C>                                <C>
           California                             7361                            95-2623879
 (State or other jurisdiction of      (Primary Standard Industrial             (I.R.S. Employer
 incorporation or organization)        Classification Code Number)            Identification No.)
</TABLE>

 
                       1800 Century Park East, Suite 900
                         Los Angeles, California 90067
                                (310) 552-1834
  (Address, including zip code, and telephone number, including area code, of
                   registrant's principal executive office)
 
                                 Peter L. Dunn
                       1800 Century Park East, Suite 900
                         Los Angeles, California 90067
                                (310) 843-4100
(Name, address, including zip code, and telephone number, including area code,
                             of agent for service)
 
                                  Copies to:

<TABLE>
<S>                                                <C>
             James R. Ukropina, Esq.                            Alison S. Ressler, Esq.
              O'Melveny & Myers LLP                               Sullivan & Cromwell
        400 South Hope Street, Suite 1500                        1888 Century Park East
          Los Angeles, California 90071                      Los Angeles, California 90067
                  (213) 430-6000                                     (310) 712-6600
</TABLE>

 
                                ---------------
 
       Approximate date of commencement of proposed sale to the public:
  As soon as practicable after this Registration Statement becomes effective.
 
                                ---------------
 
  If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [_]
 
  If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_] ______________
                                                            
 
  If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_] _______________
 
  If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: [_]
 
                                ---------------
 
  The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the Registration Statement
shall become effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.
 
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

<PAGE>
 
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+Information contained herein is subject to completion or amendment. A         +
+registration statement relating to these securities has been filed with the   +
+Securities and Exchange Commission. These securities may not be sold nor may  +
+offers to buy be accepted prior to the time the registration statement        +
+becomes effective. This prospectus shall not constitute an offer to sell or   +
+the solicitation of an offer to buy nor shall there be any sale of these      +
+securities in any State in which such offer, solicitation or sale would be    +
+unlawful prior to registration or qualification under the securities laws of  +
+any such State.                                                               +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
                  
               SUBJECT TO COMPLETION, DATED FEBRUARY 3, 1999     
 
                               11,750,000 Shares

                           [LOGO OF KORN/FERRY INTL.]

                                  Common Stock
                                 (no par value)
 
                                   --------
 
Of  the shares  of  Common  Stock ("Common  Stock")  offered hereby,  9,962,332
 shares  are  being  sold  by  Korn/Ferry  International  (the  "Company")  and
 1,787,668  shares are  being sold  by the  Selling Shareholders  named herein
  under "Principal and Selling Shareholders" (the "Selling Shareholders").
 
Prior to  this offering (the "Offering"),  there has been no public  market for
 the Common Stock.  It is anticipated  that the initial  public offering price
 will be between $13.00 and $15.00  per share. For information relating to the
  factors to be  considered in determining the initial  offering price to the
   public, see "Underwriting." The Common Stock has been approved for listing
   on  The  New York  Stock  Exchange under  the  symbol  "KFY," subject  to
    official notice of issuance.
 
For a discussion of material risks that should be considered in connection with
    an investment in the Common Stock, see "Risk Factors" on page 10 herein.
 
THESE  SECURITIES HAVE NOT BEEN APPROVED  OR DISAPPROVED BY THE SECURITIES  AND
 EXCHANGE   COMMISSION  OR  ANY  STATE  SECURITIES  COMMISSION  NOR   HAS  THE
  SECURITIES  AND  EXCHANGE COMMISSION  OR  ANY STATE  SECURITIES  COMMISSION
   PASSED   UPON   THE  ACCURACY   OR   ADEQUACY  OF   THIS   PROSPECTUS.ANY
    REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
 

<TABLE>
<CAPTION>

                                                       Underwriting
                                                        Discounts    Proceeds  Proceeds to
                                             Price to      and          to       Selling
                                              Public   Commissions  Company(1) Shareholders
                                            ---------  ------------ ---------- ------------
<S>                                         <C>        <C>          <C>        <C>
Per Share..................................   $           $           $           $
Total (2)..................................  $           $           $           $
</TABLE>

   
(1) Before deduction of expenses payable by the Company estimated at
    $4,200,000.     
(2) The Company has granted the Underwriters an option, exercisable by Credit
    Suisse First Boston Corporation for 30 days from the date of this
    Prospectus, to purchase a maximum of 1,762,500 additional shares to cover
    over-allotments of shares. If the option is exercised in full, the total
    Price to Public will be $    , Underwriting Discounts and Commissions will
    be $    and Proceeds to Company will be $    .
 
  The shares are offered by the several Underwriters when, as and if delivered
to and accepted by the Underwriters and subject to their right to reject orders
in whole or in part. It is expected that the shares will be ready for delivery
on or about     , 1999, against payment in immediately available funds.
 
Credit Suisse First Boston
                          Donaldson, Lufkin & Jenrette
                                                        PaineWebber Incorporated
 
                         Prospectus dated       , 1999.

<PAGE>
 
  [Inset: Graphics with a stylized globe and text overlay reading "A tradition
of Leadership," "A future of Innovation," and "A world of Opportunity."
 
  Gatefold: Header reading "A tradition of Leadership." Korn/Ferry logo and
graphics and the following statistics: "#1 in revenues in the executive search
industry since 1980;" "22% compound annual revenue growth since fiscal 1994;"
"$315 total revenues in millions, and net income $5.2 million, fiscal 1998;"
"5,870 search assignments, fiscal 1998;" "3750 clients, fiscal 1998;" and "43%
of the Fortune 500 were clients in fiscal 1998."
 
  Facing Gatefold: Header reading "A future of Innovation" above graphics with
Futurestep logo. Text reading "Embracing the Internet" and graphics with
selected Futurestep computer screens accompanied by following text: "30 days;"
"3 candidates;" "1 quality hire;" and "Our goal is 30 days to a quality hire"
is placed below the logos.
 
  Inside Backcover: Graphics with a world map and a list of the offices of
Korn/Ferry International in each of the cities in which it operates, plus
pictures of individuals representing various cultures and nationalities.]
 
 
 
  The Company holds a number of U.S. registered and common law trademarks, as
well as non-U.S. registered trademarks, which are used throughout this
Prospectus. The Company has registered the following marks, among others, with
the U.S. Patent and Trademark Office: "KF" and "Korn/Ferry International."
Korn/Ferry International Futurestep, Inc., a subsidiary of Korn/Ferry
International, has a pending trademark application with the U.S. Patent and
Trademark Office for "Futurestep." In addition, a number of federally
registered trademarks are used throughout this Prospectus that are not owned
by the Company.
 
  CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE SECURITIES
OFFERED HEREBY, INCLUDING OVER-ALLOTMENT, STABILIZING TRANSACTIONS, SYNDICATE
SHORT COVERING TRANSACTIONS AND PENALTY BIDS. FOR A DESCRIPTION OF THESE
ACTIVITIES, SEE "UNDERWRITING."
 
                                       2

<PAGE>
 

                               PROSPECTUS SUMMARY
 
  The following summary information is qualified in its entirety by the more
detailed information, including "Risk Factors" and the Company's Consolidated
Financial Statements and Notes thereto, appearing elsewhere in this Prospectus.
Unless otherwise indicated, the information in this Prospectus (i) gives effect
to the filing of an amendment of the Company's existing Articles of
Incorporation that increases the Company's authorized capital stock and
implements the four-to-one split of the Company's outstanding Common Stock that
will occur prior to the consummation of the Offering, (ii) assumes no exercise
of the over-allotment option granted to the Underwriters as described in
"Underwriting" and (iii) assumes an initial public offering price of $14.00 per
share of Common Stock, the mid-point of the range set forth on the cover of
this Prospectus. Unless the context otherwise requires, all references to the
"Company" and "Korn/Ferry" refer to Korn/Ferry International and its
consolidated subsidiaries and affiliates. All references to "Futurestep" refer
to Korn/Ferry International Futurestep, Inc., a subsidiary of the Company, or
the Internet-based search service offered by the Company through that
subsidiary. The Company's fiscal year ends on April 30 of each calendar year.
 

                                  The Company
 
Overview
 
  Korn/Ferry International is the world's largest executive search firm and has
the broadest global presence in the executive search industry with 384
consultants based in 71 offices across 41 countries. The Company's global
reputation, strong client relationships, senior-level search expertise,
innovation and technological focus provide Korn/Ferry with distinct competitive
advantages. The Company believes it has ranked first in revenues in the
executive search industry since 1980 based on information provided by Kennedy
Information, a leading information provider on the industry, and the Company's
knowledge and experience in the industry. Since fiscal 1994, the Company has
generated compound annual revenue growth of 22%. In fiscal 1998, the Company
had total revenues of $315.0 million and net income of $5.2 million and
performed over 5,870 assignments for more than 3,750 clients, including
approximately 43% of the Fortune 500. Korn/Ferry's clients are many of the
world's largest and most prestigious public and private companies, middle-
market and emerging growth companies as well as governmental and not-for-profit
organizations. Almost half of the searches performed by the Company in fiscal
1998 were for board level, chief executive and other senior executive officer
positions. The Company has established strong client loyalty; more than 80% of
the search assignments it performed in fiscal 1998 were on behalf of clients
for which it had conducted multiple assignments over the last three fiscal
years.
   
  The Company believes it is an innovator in the executive search industry and
forward-thinking in addressing the fundamental transformation of the
marketplace caused by the combined impact of advanced technology and the
Internet. In anticipation of these changing industry dynamics, and in response
to clients' demand for middle-management recruitment services, the Company
recently established Futurestep, its Internet-based search service. Futurestep
combines Korn/Ferry's search expertise with exclusive candidate assessment
tools and the reach of the Internet to accelerate recruitment of candidates for
middle-management positions. Following Futurestep's introduction in southern
California and selected North American markets beginning in May 1998,
approximately 122,900 candidates worldwide have completed a detailed on-line
profile with Futurestep. The Company and Futurestep have entered into a
contract for an exclusive alliance with The Wall Street Journal, the first of
its kind in the executive search industry. The contract with The Wall Street
Journal provides the Company with preferred advertising rates, requires the
purchase by Futurestep of a minimum amount of print and on-line advertising and
permits the use of The Wall Street Journal name in connection with promotion of
the Futurestep service. The Company believes its investments in technology-
based recruitment will enable it to expand its share of the middle-management
recruitment market and to strengthen its leading industry position as new
methodologies begin to be utilized in senior-level search.     
 
                                       3

<PAGE>
 
 
  Korn/Ferry is also an established source of management research. For example,
the Company's Annual Board of Directors Survey of the Fortune 1000, now in its
25th year, reports on the structure, policy and trends in America's corporate
boardrooms and is recognized as one of the most comprehensive, long-term
studies of boards available.
 
Industry
 
  According to Kennedy Information, worldwide executive search industry revenue
grew at a 20% compound annual growth rate, from approximately $3.5 billion in
1993 to $7.3 billion in 1997. The Company believes that a number of favorable
trends will contribute to the continued growth of the executive search
industry, including: (i) the globalization of business; (ii) the demand for
managers with broader skills; (iii) the increasing outsourcing of recruitment
functions; and (iv) the use of advanced technology to accelerate the
identification and assessment of candidates.
 
Growth Strategy
 
  Korn/Ferry's objective is to expand its leadership position as a preferred
global executive search firm by offering a broad range of solutions to address
its clients' management recruitment needs. The principal elements of the
Company's strategy include:
 
  Leverage leadership in senior-level search--The Company's leadership in
senior-level search enables it to grow its business by increasing the number of
search assignments it handles for existing clients. The Company also believes
that there are significant opportunities to develop new clients by aggressively
marketing its proven global search expertise. The Company has adopted a
structured approach to develop and build relationships with new and existing
clients. Through its ten specialty practice groups and broad global presence,
the Company maintains an in-depth understanding of the market conditions and
strategic and management issues facing clients. Annually, the Company's
regions, offices, individual consultants and specialty practice groups identify
existing and prospective clients with substantial recurring needs for executive
search services. The Company assembles teams of search consultants based on
geographic, industry and functional expertise to focus on these accounts. The
Company has developed a number of key relationships with prestigious
multinational companies and, in fiscal 1998, completed an average of 34 search
assignments each for 20 major long-standing accounts.
 
  Expand into the middle-management market--In response to the growing client
demand for middle-management recruitment, the Company is expanding its services
to address this market. With its strong senior-level client relationships,
advertised recruitment services and Futurestep, Korn/Ferry is well positioned
to meet its clients' middle-management recruitment needs effectively and
efficiently. By moving aggressively into this segment of the market, the
Company believes it can strengthen its relationships with its existing clients,
develop new clients and gain a competitive advantage in marketing complementary
services.
 
  Pursue strategic acquisitions--The Company will continue to make selected
acquisitions that support its growth strategy, enhance its presence in key
markets or otherwise complement its competitive strengths. The executive search
industry is highly fragmented and consists of approximately 4,000 firms, the
ten largest of which accounted for only 11% of the global executive search
industry revenues in 1997. As the largest global executive search firm, the
Company believes it has the resources to lead consolidation within the highly
fragmented search industry. Since fiscal 1993, the Company has completed six
acquisitions, including recent acquisitions in France and Switzerland.
 
  Reinforce technological focus--The Company has invested more than $25 million
over the past two fiscal years in the development of an advanced global
technology infrastructure to increase the speed and quality of service to its
clients. The Company's worldwide databases contain profiles of over 1,000,000
executives and over 300,000 companies. The Company's systems represent a strong
competitive advantage, allowing its consultants
 
                                       4

<PAGE>
 
to access information and communicate effectively with each other. As the
executive search industry continues to grow and as more clients seek the
assistance of search firms to fill middle-management positions, an advanced
technology infrastructure has become an indispensable element of the search
business.
 
  Add new complementary services--The Company seeks to add new complementary
services in response to specific client needs. For example, the Company
developed Futurestep and has expanded its advertised recruitment services to
address its clients' growing demand for effective middle-management
recruitment. In addition, the Company is exploring complementary business
opportunities, which could include recruitment outsourcing and human resources
consulting. As attractive business opportunities are identified, the Company
may capitalize on these opportunities through internal development, joint
ventures or selected acquisitions.
 
  The Company believes the extensive experience and motivation of its
professionals are critical factors to its success. See "Business--Professional
Staff." The Company further believes it has been able to attract and retain
productive search consultants (vice presidents and principals) as a result of
its reputation, history of consultant equity ownership and performance-based
compensation program. As of April 30, 1998, the Company's 263 vice presidents
had an average of seven years' experience with the Company, 12 years in the
search industry and 13 years in other industries. On average, each of the
Company's consultants completed 16 search assignments in fiscal 1998. In each
of the last five fiscal years, no individual consultant has accounted for any
material portion of the Company's revenues.
 
  Upon the consummation of the Offering, the Company's employee-shareholders
will continue to own approximately 67.2% of the Company. Until the fourth
anniversary of the Offering, the employee-shareholders have agreed to limit
their ability to sell more than half of the Common Stock owned by them
immediately prior to the Offering. To align further the interests of
Korn/Ferry's vice presidents and shareholders, the Company has revised its
compensation program for vice presidents. In contemplation of the Offering, the
revised compensation program reduces the amount of vice presidents' annual cash
performance bonus payments and provides for the grant of stock options pursuant
to the Company's newly adopted Performance Award Plan. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations--
Overview" and "Management--Liquidity Schedule."
 
Revised Compensation Program
   
  The Company revised its compensation program, effective May 1, 1998 upon
consummation of the Offering, to provide for a 30% reduction in the cash
performance bonus amount for vice presidents and provide for the issuance of
stock options at fair market value at the time of grant. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations--
Overview." Although the Company expects that the revised compensation program
will have the effect of reducing the Company's compensation and benefits
expense and increasing operating profit, no assurances can be made as to the
actual impact of the revised compensation program on the Company's revenues and
operating results. See "Risk Factors--Dependence on Attracting and Retaining
Qualified Executive Search Consultants." The Company estimates that it accrued
bonuses of approximately $10 million for the six months ended October 31, 1998
in excess of the bonus amounts it would have accrued under the revised
compensation program. The Company expects to reduce the amount of bonuses
accrued as compensation and benefit expense as of October 31, 1998 by
approximately $10 million after the consummation of the Offering.     
 
Non-Recurring Compensation and Benefits Expense
   
  The Company is expected to report a reduction in operating profit and net
income in the third quarter and a substantial net loss in fiscal 1999, after
giving effect to a $78.5 million non-recurring compensation and benefits
expense triggered by the Offering. See "--Summary Financial and Other Data,"
"Management's Discussion     
 
                                       5

<PAGE>
 
   
and Analysis of Financial Conditions and Results of Operations--Overview" and
"--Recent Events." Because of this expense incurred in connection with the
Offering, the Company's shareholders' equity account will have a retained
deficit immediately after consummation of the Offering. It is expected that the
Company, by applying an alternative calculation method specified in the
California Corporations Code, will have approximately $100 million available
immediately after consummation of the Offering for dividend payments or
repurchases of its capital stock. See "Dividend Policy" and "Description of
Capital Stock."     
 
Corporate Information
 
  The Company was incorporated in November 1969 under the laws of the State of
California. The Company's principal executive offices are located at 1800
Century Park East, Suite 900, Los Angeles, California 90067, and its telephone
number is (310) 552-1834. The Company's website address is www.kornferry.com
and Futurestep's website address is www.futurestep.com. Neither the information
contained in the websites of the Company and Futurestep nor the websites linked
to the websites of the Company and Futurestep shall be deemed to be a part of
this Prospectus.
 
                                       6

<PAGE>
 
                                  The Offering
 
Common Stock offered by:
 
  The Company.....................    9,962,332 shares
 
  The Selling Shareholders........    1,787,668 shares
 
     Total........................   11,750,000 shares
 
Common Stock outstanding after the   
 Offering........................... 35,824,424 shares(1)
    
Use of proceeds..................... Of the estimated net proceeds to the
                                     Company of $128.9 million, the Company
                                     intends (i) to use approximately
                                     $33.5 million to complete the redemption
                                     by the Company of certain shares of its
                                     capital stock, including $0.1 million to
                                     redeem the outstanding shares of Series A
                                     Preferred Stock and $1.4 million to
                                     redeem the outstanding shares of Series B
                                     Preferred Stock, (ii) to apply
                                     $4.5 million to pay existing obligations
                                     of the Company to former holders of
                                     phantom units and stock appreciation
                                     rights, (iii) to use $4.3 million to
                                     repay its term loan and (iv) to retain
                                     $86.6 million for possible future
                                     acquisitions, working capital and general
                                     corporate purposes, including the
                                     expansion of Futurestep and continued
                                     development of technology, information
                                     systems and infrastructure. See "Use of
                                     Proceeds," "Management's Discussion and
                                     Analysis of Financial Condition and
                                     Results of Operations--Recent Events" and
                                     "Certain Transactions--Additional
                                     Redemption Amounts." While the Company
                                     will not receive any proceeds from the
                                     sale of shares of Common Stock in the
                                     Offering by the Selling Shareholders, it
                                     will receive approximately $3.0 million
                                     from the repayment by certain Selling
                                     Shareholders of loans from the Company to
                                     those Selling Shareholders.     
 
Proposed New York Stock Exchange     
 symbol............................. KFY
- --------
(1) Includes (a) the redemption of 397,640 shares of Common Stock in the third
    quarter of fiscal 1999, (b) the issuance of 437,652 shares to new vice
    presidents promoted or hired after August 17, 1998 and (c) the anticipated
    redemption of 1,200,000 shares of Common Stock. Excludes an aggregate of
    7,000,000 shares of Common Stock comprised of 3,000,000 shares of Common
    Stock issuable upon the exercise of stock options that will be granted upon
    consummation of the Offering and 4,000,000 shares of Common Stock reserved
    for future issuance under the Company's Performance Award Plan. See
    "Management--Benefit Plans--Performance Award Plan."
 
                                       7

<PAGE>
 
                        Summary Financial and Other Data
            (in thousands, except per share amounts and other data)
 
  The following table sets forth certain summary financial and other operating
data for the Company. This information should be read in conjunction with the
Company's Consolidated Financial Statements and Notes thereto, "Selected
Financial and Other Data" and "Management's Discussion and Analysis of
Financial Condition and Results of Operations" appearing elsewhere in this
Prospectus.
 

<TABLE>
<CAPTION>
                                                                                Six Months
                                  Fiscal Year Ended April 30,                Ended October 31,
                          --------------------------------------------    -----------------------
                            1994     1995     1996     1997   1998(1)        1997       1998(1)
                          -------- -------- -------- -------- --------    ----------- -----------
                                                                          (unaudited) (unaudited)
<S>                       <C>      <C>      <C>      <C>      <C>         <C>         <C>
Statement of Operations
 Data:
Total revenues..........  $143,608 $187,888 $230,217 $272,561 $315,025     $147,135    $183,762
 Less reimbursed
  candidate expenses....     4,440    6,627    8,731   12,137   14,470        6,804       8,073
                          -------- -------- -------- -------- --------     --------    --------
Net revenues............   139,168  181,261  221,486  260,424  300,555      140,331     175,689
Compensation and
 benefits...............    86,745  116,363  140,721  166,854  197,790       96,135     116,380
General and
 administrative
 expenses...............    39,362   48,630   64,419   73,005   84,575       35,872      51,961
                          -------- -------- -------- -------- --------     --------    --------
Operating profit........    13,061   16,268   16,346   20,565   18,190        8,324       7,348(2)
Interest expense........     1,991    2,323    3,683    3,320    4,234        1,740       2,582
                          -------- -------- -------- -------- --------     --------    --------
Income before provision
 for income taxes and
 non-controlling
 shareholders'
 interests..............    11,070   13,945   12,663   17,245   13,956        6,584       4,766
Provision for income
 taxes..................     4,224    5,322    3,288    6,658    6,687        3,131       2,069
Non-controlling
 shareholders'
 interests(3)...........     1,788    2,139    1,579    1,588    2,025        1,015       1,324
                          -------- -------- -------- -------- --------     --------    --------
Net income..............  $  5,058 $  6,484 $  7,796 $  8,999 $  5,244(4)  $  2,438    $  1,373(4)
                          ======== ======== ======== ======== ========     ========    ========
Net income per share
 Basic..................  $   0.24 $   0.30 $   0.38 $   0.42 $   0.24     $   0.11    $   0.05
 Diluted................      0.21     0.27     0.36     0.40     0.23(5)      0.11        0.05(5)
Weighted average common
 shares outstanding
 Basic..................    21,139   21,874   20,390   21,382   21,885       21,403      26,007
 Diluted................    26,255   25,607   23,019   23,481   23,839(5)    23,280      27,242(5)
Other Data:
Total revenues by
 region:
 North America..........  $ 75,770 $ 97,950 $111,513 $135,192 $162,618     $ 72,426    $ 96,982
 Europe.................    37,913   49,769   68,890   77,505   86,180       39,869      52,699
 Asia/Pacific...........    13,876   21,227   29,921   34,532   34,811       19,041      16,789
 Latin America..........    16,049   18,942   19,893   25,332   31,416       15,799      17,292
Number of offices (at
 period end)............        54       59       62       66       71           66          71
Average number of
 consultants............       230      258      284      311      357          348         392
Number of assignments...     3,449    3,570    4,113    4,774    5,879        2,914       3,283
</TABLE>

 

<TABLE>   
<CAPTION>
                                                              October 31, 1998
                                                            --------------------
                                                                         As
                                                             Actual  Adjusted(6)
                                                            -------- -----------
                                                                (unaudited)
<S>                                                         <C>      <C>
Balance Sheet Data:
Cash and cash equivalents.................................. $ 23,277  $112,088
Working capital............................................   24,557   114,368
Total assets...............................................  187,439   273,875
Total long-term debt.......................................    7,102     3,852
Total mandatorily redeemable stock, net....................   63,185       --
Shareholders' equity.......................................    2,656   156,527
</TABLE>
    
 
                                       8

<PAGE>
 
- --------
   
(1) The Company revised its compensation program, effective May 1, 1998 upon
    consummation of the Offering, to provide for a 30% reduction in the cash
    performance bonus amount for vice presidents and provide for the issuance
    of stock options at fair market value at the time of grant. See
    "Management's Discussion and Analysis of Financial Condition and Results of
    Operations--Overview." Although the Company expects that the revised
    compensation program will have the effect of reducing the Company's
    compensation and benefits expense and increasing operating profit, no
    assurances can be made as to the actual impact of the revised compensation
    program on the Company's revenues and operating results. See "Risk
    Factors--Dependence on Attracting and Retaining Qualified Executive Search
    Consultants." The Company estimates that it accrued bonuses of
    approximately $10 million for the six months ended October 31, 1998 in
    excess of the bonus amounts it would have accrued under the revised
    compensation program. The Company expects to reduce the amount of bonuses
    accrued as compensation and benefit expense as of October 31, 1998 by
    approximately $10 million after the consummation of the Offering.     
 
(2) For the six months ended October 31, 1998, operating profit included losses
    generated by Futurestep of $7.1 million.
 
(3) Represents the non-controlling majority shareholders' interests in the
    Company's Mexican subsidiaries.
   
(4) Upon consummation of the Offering, the Company expects to incur a $78.5
    million non-recurring compensation and benefits expense comprised of (a)
    $45.4 million representing the difference between the issuance price of the
    shares issued by the Company in the period beginning twelve months before
    the initial filing date of the Offering and the fair market value of the
    shares at the date of grant, (b) $28.6 million from the completion of the
    redemption by the Company of certain shares of its capital stock, including
    the payment of additional redemption amounts to certain shareholders under
    the terms of a 1994 stock redemption agreement and (c) $4.5 million from
    the payment of existing obligations to former holders of phantom units and
    stock appreciation rights. The Company's net income for the quarter in
    which the Offering is consummated will be reduced by $78.5 million after
    giving effect to this non-recurring compensation and benefits expense. In
    addition, a charge to earnings relating to staff downsizing, modification
    to existing stock repurchase agreements and office rationalization of
    approximately $5.4 million to $7.2 million may be incurred by the Company
    over the course of the Company's third and fourth quarters in fiscal 1999
    as the costs are finalized along with a $2.8 million charge related to the
    resignation of Michael D. Boxberger. As a result, the Company is expected
    to report a reduction in operating profit and earnings in the third quarter
    and a substantial net loss for fiscal 1999 after giving effect to these
    expenses and charges. See "Management's Discussion and Analysis of
    Financial Condition and Results of Operations--Recent Events," "Certain
    Transactions--Additional Redemption Amounts" and Notes 5, 6 and 15 of Notes
    to Consolidated Financial Statements.     
   
(5) Pursuant to the Company's revised compensation program, options covering
    3,000,000 shares of Common Stock will be granted at fair market value upon
    consummation of the Offering and therefore will not be included in
    calculating diluted net income per share or shares outstanding at the
    issuance date.     
 
(6) Adjusted for the Offering and application of the estimated net proceeds
    therefrom, including completion of the redemption by the Company of certain
    shares of its capital stock (including Series A Preferred Stock),
    redemption of the outstanding shares of Series B Preferred Stock and
    payment of existing obligations of the Company to former holders of phantom
    units and stock appreciation rights. See "Use of Proceeds,"
    "Capitalization" and "Certain Transactions--Additional Redemption Amounts."
 
                                       9

<PAGE>
 

                                 RISK FACTORS
 
  In addition to the other information in this Prospectus, the following
factors should be considered carefully in evaluating the Company and its
business before purchasing shares of Common Stock. This Prospectus contains
forward-looking statements that are based on the beliefs of the Company's
management, as well as assumptions made by, and information currently
available to, the Company's management. Because such statements involve risks
and uncertainties, actual actions and strategies, the Company's future
results, performance or achievements could differ materially from those
expressed in, or implied by, any such forward-looking statements. Factors that
could cause or contribute to such material differences include, but are not
limited to, those discussed below.
 
Competition
 
  The global executive search industry is highly competitive and fragmented.
Korn/Ferry competes for executive search business in four major geographic
markets: North America, Europe, Asia/Pacific and Latin America. According to
industry sources, Korn/Ferry ranked first in revenues in North America, Latin
America and the Asia/Pacific region and is ranked third in Europe. In North
America, in addition to competition from other multinational executive search
firms, such as Heidrick & Struggles International, Inc., SpencerStuart &
Associates and Russell Reynolds Associates, Korn/Ferry faces competition from
boutique firms focusing on executive search assignments in particular
industries. In Europe, Korn/Ferry competes primarily with the European
affiliate of Heidrick & Struggles International, Inc. and the local offices of
Egon Zehnder International, in addition to local firms specializing in their
regions. In the Asia/Pacific region, most of Korn/Ferry's competition is
provided by five major executive search firms, including Egon Zehnder
International and Russell Reynolds Associates. In Latin America, Korn/Ferry
competes principally with Egon Zehnder International, although other executive
search firms have recently expanded into the region. In each of these markets,
the Company's competitors may possess greater resources, greater name
recognition and longer operating histories than the Company, which may afford
these firms advantages in obtaining future clients and attracting qualified
professionals in these markets.
 
  Historically, there have been few barriers to entry into the executive
search industry and new executive search firms continue to enter the market.
In addition, the Company believes that with the continuing development and
increased availability of information technology, the executive search
industry may attract new competitors. Specifically, the advent and increased
use of the Internet may attract technology-oriented companies to the executive
search industry. See "Business--Competition." There can be no assurance that
the Company will be able to continue to compete effectively against existing
or potential competitors. In addition, increased competition may lead to
characterization of executive search services as fungible, resulting in
pricing pressures, requiring the Company to execute more searches or execute
searches more efficiently in order to remain competitive. There can be no
assurance that such pricing pressures will not have a material adverse effect
on the Company's business, financial condition and results of operations. See
"Business--Competition."
 
Dependence on Attracting and Retaining Qualified Executive Search Consultants
 
  The Company's success depends upon its ability to attract and retain
qualified consultants who possess the skills and experience necessary to
satisfy its clients' executive search needs. The Company competes with other
executive search firms for qualified consultants. The failure of the Company
to identify and hire consultants with the requisite experience, skills and
established client relationships could have a material adverse effect on the
Company's business, financial condition and results of operations. Although
executive search firms strive to provide benefits and incentives to retain
their search consultants, many firms have experienced consultant turnover.
Consultants are paid salaries with the potential to earn substantially greater
performance-based bonuses. A majority of the Company's revenues have been and
will continue to be utilized to pay consultant compensation. Any diminution in
the Company's reputation, reduction in the Company's compensation levels or
restructuring of the Company's compensation system, whether as a result of
insufficient revenues, a decline in the market price of the Common Stock after
the Offering or for any other reason, could impair the Company's
 
                                      10

<PAGE>
 
ability to retain existing or attract additional qualified consultants. In
connection with the Offering, the Company has adopted a revised compensation
program featuring equity-based incentives, which were not previously a part of
its compensation structure. There can be no assurance that these changes to
the Company's compensation programs will not adversely affect the Company's
ability to attract and retain consultants or its revenues or operating
results. See "Management's Discussion and Analysis of Financial Condition and
Results of Operations--Overview" and "Management--Executive Participation
Programs--Executive Participation Program."
 
Portability of Client Relationships
 
  The Company's success depends upon the ability of its executive search
consultants to develop and maintain relationships with its clients.
Notwithstanding the existence of a non-competition agreement, when a
consultant leaves one search firms and joins another, clients that have
established relationships with the departing consultant may move their
business to the consultant's new employer. The loss of one or more clients is
more likely to occur if the departing consultant enjoys widespread name
recognition or has developed a reputation as a specialist in executing
searches in a particular industry. The Company's failure to retain its most
productive consultants or maintain the quality of service to which its clients
are accustomed, and the ability of a departing consultant to move business to
his or her new employer, could have a material adverse effect on the Company's
business, financial condition and results of operations. See "--Dependence on
Attracting and Retaining Qualified Executive Search Consultants."
 
Effect of Global Economic Fluctuations
 
  Demand for the Company's services is significantly affected by the general
level of economic activity in the regions and industries in which the Company
operates. When economic activity slows, many companies hire fewer permanent
employees. Therefore, a significant economic downturn, especially in regions
or industries where the Company's operations are heavily concentrated, such as
the financial services industry, could have a material adverse effect on the
Company's business, results of operations and financial condition. In fiscal
1998, approximately 11% of the Company's total revenues, and 4% of its
operating profits, were derived from the Asia/Pacific region and approximately
10% of the Company's total revenues, and 35% of its operating profits, were
derived from the Latin America region. In the recent past, the global
financial markets, especially in Asia and Latin America, have experienced
significant turmoil, negatively impacting the revenues and operating profits
of the Company's operations. There can be no assurance that such turmoil in
the Asian and Latin American financial markets will not negatively affect the
Company in those regions. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations."
 
Risks Associated with Global Operations
 
  The Company has 71 offices in 41 countries and generates approximately half
its total revenues from operations outside of North America. There are certain
risks inherent in transacting business worldwide, such as changes in
applicable laws and regulatory requirements, tariffs and other trade barriers,
difficulties in staffing and managing global operations, problems in
collecting accounts receivable, political instability, fluctuations in
currency exchange rates, repatriation controls and potential adverse tax
consequences. The Company has no hedging or similar foreign currency contracts
and therefore fluctuations in the value of foreign currencies could adversely
impact the profitability of the Company's global operations. There can be no
assurance that one or more of such factors will not have a material adverse
effect on the Company's business, financial condition or results of
operations.
 
Restrictions Imposed by Off-Limits Agreements
 
  Either by agreement with clients, or for client relations or marketing
purposes, executive search firms frequently refrain, for a specified period of
time, from recruiting employees of a client, and possibly other entities
affiliated with such client, when conducting searches on behalf of other
clients (an "off-limits agreement"). Off-limits agreements generally remain in
effect for one or two years following completion of an assignment. The
 
                                      11

<PAGE>
 
duration and scope of the off-limits agreement, including whether it covers
all operations of the client and its affiliates or only certain divisions of a
client, generally are subject to negotiation or internal policies and may
depend on such factors as the length of the client relationship, the frequency
with which the executive search firm has been engaged to perform executive
searches for the client and the amount of revenue the executive search firm
has generated or expects to generate from the client. Some of the Company's
clients are recognized as industry leaders and employ a significant number of
qualified executives who are potential recruitment candidates for other
companies. The Company's inability to recruit employees of such a client may
make it difficult for the Company to obtain search assignments from, or to
fulfill search assignments for, other companies in that client's industry.
There can be no assurance that off-limits agreements will not impede the
Company's growth or its ability to attract and serve new clients, or otherwise
have a material adverse effect on the Company's business, results of
operations and financial condition.
 
Implementation of Acquisition Strategy
 
  The Company's ability to grow and remain competitive may depend on its
ability to consummate strategic acquisitions of other executive search firms.
Although the Company frequently evaluates possible acquisitions, there can be
no assurance that the Company will be successful in identifying, financing and
completing such acquisitions. An acquired business may not achieve desired
levels of revenue, profitability or productivity or otherwise perform as
expected. In addition, growth through acquisition of existing firms involves
risks such as diversion of management's attention, difficulties in the
integration of acquired operations, difficulties in retaining personnel,
increased off-limits conflicts, assumption of liabilities not known at the
time of acquisition and tax and accounting issues, some or all of which could
have a material adverse effect on the Company's business, results of
operations and financial condition. The Company may finance future
acquisitions in whole or in part with Common Stock, indebtedness or cash.
 
Ability to Manage Growth
 
  The future growth of the Company will result in new and increased
responsibilities for the Company's management personnel as well as increased
demands on the Company's internal systems, procedures and controls, and its
managerial, administrative, financial, marketing, information and other
resources. These new responsibilities and demands may adversely affect the
Company's performance. Moreover, the Company intends to continue to open new
offices and to develop new practice areas or lines of business complementary
to its core services, which may entail certain start-up and maintenance costs
that could be substantial. The failure of the Company to continue to improve
its internal systems, procedures and controls, to open new offices, to develop
new practice areas or otherwise to manage growth successfully could have a
material adverse effect on the Company's business, results of operations and
financial condition.
 
Risks Related to the Development and Growth of Futurestep
   
  The acceptance of Futurestep is dependent on the use of the Internet by
candidates, the ability of the Company to attract candidates to Futurestep's
website and client acceptance of Futurestep's recruitment services. In
addition, the Company believes the contract among the Company, Futurestep and
The Wall Street Journal is important for attracting candidates and clients to
Futurestep. The initial term of the contract extends through June 2001. Any
loss of such contract could have a material adverse effect on the growth of
Futurestep's business. In addition, the development of Futurestep will involve
substantial expenditures and the Company believes Futurestep will generate
operating losses through at least the end of fiscal 2000. The contract
obligates the Company and Futurestep to make minimum annual payments to The
Wall Street Journal for print and on-line advertising during its initial term.
See "Management's Discussion and Analysis of Financial Condition and Results
of Operations--Overview." The limited operating history of Futurestep makes
the prediction of future results of operations difficult and there can be no
assurance that Futurestep's operating losses will not increase in the future
or that Futurestep will ever achieve or sustain profitability.     
 
                                      12

<PAGE>
 
  Futurestep's success also depends upon the development and maintenance of a
viable Internet infrastructure to support continued growth in the number of
users and the increased service requirements of existing users. Because the
operation of the Internet is dependent upon the proper execution of computer
programs, the Internet is susceptible to outages and delays caused from
unanticipated Year 2000 issues. See "--Impact of Year 2000 Issue." The Internet
has already experienced interrupted service resulting from damage to portions
of its infrastructure. Such outages and delays, including those that may arise
from Year 2000 problems, could adversely affect the ability of websites to
properly function and reduce the level of traffic on the Internet. Finally,
there can be no assurance that Futurestep's results of operations would not be
adversely affected by inadequate development of the infrastructure and the
products and services necessary to maintain and expand the Internet.
 
Reliance on Information Systems
 
  The Company's success depends in large part upon its ability to store,
retrieve, process and manage substantial amounts of information. To achieve its
strategic objectives and to remain competitive, the Company must continue to
develop and enhance its information systems, which may require the acquisition
of equipment and software and the development, either internally or through
independent consultants, of new proprietary software. The Company's inability
to design, develop, implement and utilize, in a cost-effective manner,
information systems that provide the capabilities necessary for the Company to
compete effectively, or any interruption or loss of the Company's information
processing capabilities, for any reason, including but not limited to
unanticipated Year 2000 issues, could have a material adverse effect on the
Company's business, results of operations and financial condition. See "--
Impact of Year 2000 Issue" and "Management's Discussion and Analysis of
Financial Condition and Results of Operations--Impact of Year 2000 Issue."
 
Impact of Year 2000 Issue
 
  The Year 2000 issue is the result of computer programs being written to use
two digits to define year dates. Computer programs running date-sensitive
software may recognize a date using "00" as the year 1900 rather than the year
2000. This defect could result in systems failure or miscalculations causing
disruptions of operations. The Company utilizes information technology to
facilitate (i) its internal search processes and inter-office communications,
(ii) communications with candidates and clients and (iii) its financial
management systems and other support systems.
 
  In fiscal 1998, the Company commenced an inventory and Year 2000 assessment
of its principal computer systems, network elements, software applications and
other business systems. The Company has determined that an information system
used in its London office is not Year 2000 compliant, and the Company will
replace the non-compliant system with a Year 2000 compliant system in calendar
year 1999.
 
  The Company utilizes third party on-line information services and the
Internet to communicate and to retrieve information about potential candidates
and clients, but the Company's primary business does not depend on material
relationships with third party vendors although the Company utilizes third
party vendors for a number of functions, including its automated payroll
functions, insurance and investment of pension funds. Failure of these third
parties to have their systems Year 2000 compliant may have a material adverse
effect on the Company's operations.
 
  Failure of search-related systems to be Year 2000 compliant might force the
Company to use different Year 2000 compliant systems to conduct searches and
might decrease productivity. Any failure of the Company's financial systems to
be Year 2000 compliant could hinder timely reporting of financial data and
processing of financial information as these functions would have to be
performed manually using non-networked computers. If any non-information
technology systems are not Year 2000 compliant, the Company will need to repair
or replace such systems. The Company believes that failure to be Year 2000
compliant will not have a significant impact on its human resource systems. The
Company's interruption or loss of information processing capabilities due to
Year 2000 issues could have a material adverse effect on the Company's
business, results of operations and financial condition. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations--
Impact of Year 2000 Issue."
 
                                       13

<PAGE>
 
Employment Liability Risk
 
  Executive search firms are exposed to potential claims with respect to the
executive search process. A client could assert a claim for such matters as
breach of an off-limits agreement or recommending a candidate who subsequently
proves to be unsuitable for the position filled. Further, the current employer
of a candidate who is placed by the Company could file a claim against the
Company alleging interference with an employment contract. In addition, a
candidate could assert an action against the Company for failure to maintain
the confidentiality of the candidate's employment search or for alleged
discrimination or other violations of employment law by a client of the
Company. The Company maintains professional liability insurance in such
amounts and with such coverages and deductibles as it believes are adequate to
cover such claims. There can be no assurance, however, that the Company's
insurance will cover all such claims or that its insurance coverage will
continue to be available at economically feasible rates. See "Business--
Insurance."
 
Voting Control by Current Shareholders
 
  Immediately after the Offering, the current shareholders of the Company will
be the beneficial owners of 24,074,424 shares of Common Stock, representing
approximately 67.2% of the then issued and outstanding shares of Common Stock
(64.0% if the over-allotment option is exercised in full). Immediately after
the Offering, such shareholders will continue to have sufficient voting power
to elect the entire Board of Directors of the Company and, in general, to
determine (without the consent of the Company's other shareholders) the
outcome of any corporate transaction or other matter submitted to the
shareholders for approval, including mergers, consolidations and the sale of
all or substantially all of the Company's assets, and also the power to
prevent or cause a change in control of the Company. See "Management" and
"Principal and Selling Shareholders."
 
Management Discretion Concerning Use of Proceeds
 
  Most of the net proceeds of the Offering to the Company have not been
designated for specific uses, and management will have substantial discretion
in using the proceeds of the Offering. The failure of management to apply the
proceeds effectively could have a material adverse effect on the Company's
business, financial condition and results of operations. See "Use of
Proceeds."
 
Possible Volatility of Stock Price
 
  There can be no assurance that an active trading market for the Common Stock
will develop as a result of the Offering or, if a trading market does develop,
that it will be sustained or that the shares of Common Stock could be resold
at or above the initial public offering price. The initial public offering
price of the Common Stock offered hereby will be determined through
negotiations among the Company, the Selling Shareholders and the
representatives of the Underwriters and may not be indicative of the price at
which the Common Stock will actually trade after the Offering. In determining
such price, consideration will be given to various factors, including market
conditions for the initial public offering, the past history of and prospects
for the Company's business, operations, earnings and financial position, an
assessment of the Company's management, the market for securities of companies
in businesses similar to those of the Company, the general condition of the
securities markets and other relevant factors.
   
  After completion of the Offering, the market price of the Common Stock could
be subject to significant variation due to fluctuations in the Company's
operating results, changes in earnings estimates by securities analysts, the
degree of success the Company achieves in implementing its business strategy,
changes in business conditions affecting the Company, its customers or its
competitors, and other factors. In particular, the market price of the Common
Stock could be adversely affected as a result of the $78.5 million non-
recurring compensation and benefits expense the Company will report in the
fiscal quarter in which the Offering is consummated and an additional charge
to earnings relating to staff downsizing, modification to existing stock
repurchase agreements and office rationalization of approximately $5.4 million
to $7.2 million that may be incurred by the Company over the course of the
Company's third and fourth quarters in fiscal 1999 as the costs     
 
                                      14

<PAGE>

are finalized. As a result of these transactions the Company is expected to
report a reduction in operating profit and earnings in the third quarter and a
substantial net loss for fiscal 1999 after giving effect to those charges. See
"Selected Financial and Other Data" and "Management's Discussion and Analysis
of Financial Condition and Results of Operations--Overview" and "--Recent
Events." In addition, the stock market may experience volatility that affects
the market prices of companies in ways unrelated to the operating performance
of such companies, and such volatility may adversely affect the market price
of the Common Stock.
 
Shares Eligible for Future Sale
   
  Upon consummation of the Offering, the Company will have outstanding an
aggregate of 35,824,424 shares of Common Stock (37,586,924 shares if the over-
allotment option is exercised in full). Of these shares, all of the 11,750,000
shares sold in the Offering will be freely tradable without restriction or
further registration under the Securities Act of 1933, as amended (the
"Securities Act"), unless such shares are purchased by affiliates
of the Company as that term is defined in Rule 144 under the Securities Act
("Affiliates"). The remaining 24,074,424 shares of Common Stock held by
existing shareholders are "restricted securities" as that term is defined in
Rule 144 under the Securities Act ("Restricted Shares"). Restricted Shares may
be sold to the public only if registered or if they qualify for an exemption
from registration under Rule 144 promulgated under the Securities Act.
Beginning 90 days after the date of this Prospectus, 19,462,528 shares will be
eligible for sale pursuant to Rule 144, provided the conditions of Rule 144
are met, subject to the lock-up agreements described below. Future sales of
substantial amounts of Common Stock after the Offering, or the perception that
such sales could occur, could adversely affect the market price of the Common
Stock and could impair the Company's future ability to raise capital through
the sale of its equity securities. No prediction can be made as to the effect,
if any, that future sales of shares, or the availability of shares for future
sale, will have on the market price of the Common Stock. In addition, the
Company has the authority to issue additional shares of Common Stock and
shares of one or more series of preferred stock. The issuance of such shares
could result in the dilution of the voting power of the shares of Common Stock
purchased in the Offering and could have a dilutive effect on earnings per
share.     
 
  Under a lockup agreement, each of the Company and the existing shareholders
of the Company has agreed that it will not offer, sell, contract to sell,
announce its intention to sell, pledge or otherwise dispose of, directly or
indirectly, or file with the Securities and Exchange Commission a registration
statement under the Securities Act relating to, any shares of Common Stock or
securities convertible into or exchangeable or exercisable for any shares of
the Company without the prior written consent of Credit Suisse First Boston
Corporation for a period of 180 days after the date of this Prospectus,
except, in the case of the Company, for the grant of options and sale of
shares under the Company's stock benefit plans. Thereafter, certain parties
may also sell shares under Rule 144 of the Securities Act. See "Description of
Capital Stock," "Shares Eligible for Future Sale" and "Underwriting."
 
  Substantially all of the Company's existing shareholders have agreed to be
subject to a liquidity schedule that limits their ability to sell their
current Common Stock holdings. See "Management--Liquidity Schedule."
 
Anti-Takeover Provisions; Possible Issuance of Preferred Stock
 
  The Company's Amended and Restated Articles of Incorporation (the
"Articles") and Amended and Restated Bylaws (the "Bylaws") and applicable law
contain provisions that could have the effect of inhibiting a non-negotiated
merger or other business combination. In particular, the Articles provide for
a staggered Board of Directors and do not permit cumulative voting. In
addition, the Articles authorizes the Board of Directors to issue shares of
preferred stock, and fix the rights and preferences thereof, without a vote of
its shareholders. Although no shares of preferred stock will be outstanding
upon consummation of the Offering, and the Company has no present plans to
issue any shares of preferred stock, the rights of the holders of Common Stock
will be subject to, and may be adversely affected by, the rights of holders of
any preferred stock that may be issued in the future. Certain of these
provisions may have anti-takeover effects and may delay, deter or prevent a
change in control of the Company that shareholders might otherwise consider in
their best interests. Moreover, the existence of
 
                                      15

<PAGE>
 
these provisions may depress the market price of the Common Stock. The
Company's Bylaws also limit the ability of shareholders to raise certain
matters at a meeting of shareholders without giving advance notice. See
"Description of Capital Stock--Preferred Stock" and "--Certain Anti-Takeover
Effects."
 
Substantial and Immediate Dilution
   
  The initial public offering price of the Common Stock offered in the
Offering will be substantially higher than the net tangible book value per
share of the currently outstanding Common Stock. Therefore, purchasers of
Common Stock in the Offering will experience immediate and substantial
dilution of $9.93 per share. See "Dilution."     
 
Absence of Dividends
   
  The Company does not anticipate declaring or paying any cash dividends on
its Common Stock in the foreseeable future. Future dividend policy will depend
on the Company's earnings, capital requirements, financial condition and other
factors considered relevant by the Board of Directors. Because of certain non-
recurring compensation and benefits expenses incurred in connection with the
Offering, the Company's shareholder equity account will have a retained
deficit immediately after consummation of the Offering. It is expected that
the Company, by applying an alternative calculation method specified in the
California Corporations Code, will have approximately $100 million available
immediately after consummation of the Offering for dividend payments or
repurchases of its capital stock. See "Dividend Policy."     
 
                                      16

<PAGE>
 

                                USE OF PROCEEDS
   
  The net proceeds to the Company from the sale of the 9,962,332 shares of
Common Stock offered by it, after deducting the offering expenses and the
estimated underwriting discounts and commissions payable by the Company, are
estimated to be $128.9 million ($152.0 million if the over-allotment option is
exercised in full), assuming an initial public offering price of $14.00 per
share (the mid-point of the offering range set forth on the cover page of this
Prospectus). The Company will not receive any proceeds from the sale of shares
of Common Stock in the Offering by the Selling Shareholders. However,
approximately $3.0 million of the proceeds from the sale of shares of Common
Stock in the Offering by certain Selling Shareholders will be paid to the
Company to reduce the amount of loans outstanding from the Company to them
incurred in connection with their original purchase of shares of Common Stock.
As of October 31, 1998, the Company had $12.8 million of notes receivable from
shareholders.     
   
  The Company intends (i) to use approximately $33.5 million of the net
proceeds from the Offering to complete the redemption by the Company of
certain shares of its capital stock, including $0.1 million to redeem the
outstanding shares of Series A Preferred Stock and $1.4 million to redeem the
outstanding shares of Series B Preferred Stock, (ii) to apply $4.5 million to
pay existing obligations of the Company to former holders of phantom units and
stock appreciation rights, (iii) to use $4.3 million to repay its term loan
and (iv) to retain $86.6 million for possible future acquisitions, working
capital and general corporate purposes, including the expansion of Futurestep
and continued development of technology, information systems and
infrastructure. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations--Recent Events" and "Certain
Transactions--Additional Redemption Amounts." Pending such uses, the Company
intends to invest such funds in interest-bearing government and investment
grade securities, certificates of deposit, bank deposits, commercial paper or
other short-term debt instruments. The term loan matures in November 2002 and
bears interest at the bank's prime rate less one-half percent.     
 

                                DIVIDEND POLICY
   
  Since April 30, 1996, the Company has not paid any dividends. Future
dividend policy will depend on the Company's earnings, capital requirements,
financial condition and other factors considered relevant by the Board of
Directors. The Company intends to retain future earnings to finance its
operations and growth and does not anticipate declaring or paying any cash
dividends on its Common Stock in the foreseeable future. Because of certain
non-recurring compensation and benefits expenses incurred in connection with
the Offering, the Company will have a retained deficit immediately after
consummation of the Offering. It is expected that the Company, by applying an
alternative calculation method specified in the California Corporations Code,
will have approximately $100 million available immediately after consummation
of the Offering for dividend payments or repurchases of its capital stock. See
"Risk Factors--Absence of Dividends" and "Management's Discussion and Analysis
of Financial Condition and Results of Operations--Liquidity and Capital
Resources."     
 
                                      17

<PAGE>
 

                                CAPITALIZATION
 
  The following table sets forth the cash and cash equivalents, long-term debt
and capitalization of the Company as of October 31, 1998, on (i) an actual
basis and (ii) an as adjusted basis to give effect to the Offering and the
application of the estimated net proceeds therefrom (including approximately
$3.0 million to be received by the Company from the Selling Shareholders). The
capitalization of the Company should be read in conjunction with "Use of
Proceeds," "Management's Discussion and Analysis of Financial Condition and
Results of Operations" and the Company's Consolidated Financial Statements and
Notes thereto included elsewhere in this Prospectus.
 

<TABLE>   
<CAPTION>
                                                        As of October 31, 1998
                                                        -----------------------
                                                          Actual    As Adjusted
                                                        (unaudited) (unaudited)
                                                        ----------- -----------
                                                        (Dollars in thousands)
<S>                                                     <C>         <C>
Cash and cash equivalents..............................  $ 23,277    $112,088
                                                         ========    ========
Current portion of long-term debt......................  $  2,696    $  1,696
Long-term debt, less current portion...................     7,102       3,852
                                                         --------    --------
Mandatorily redeemable common and preferred stock (1)
  Series A preferred stock, no par value; 10,000 shares
   authorized, 8,600 shares issued and outstanding and
   no shares authorized, issued and outstanding on an
   as adjusted basis...................................        63         --
  Series B preferred stock, no par value; 150,000
   shares authorized, 121,000 shares issued and
   outstanding and no shares authorized, issued and
   outstanding on an as adjusted basis.................     1,389         --
  Common stock, no par value; 26,102,000 shares issued
   and outstanding and no shares outstanding on an as
   adjusted basis .....................................    74,563         --
  Notes receivable from shareholders and other unpaid
   shares..............................................   (12,830)        --
                                                         --------    --------
    Total mandatorily redeemable common and preferred
     stock.............................................    63,185         --
                                                         --------    --------
Shareholders' equity
  Preferred stock, no par value; 50,000,000 shares
   authorized, no shares issued and outstanding on an
   as adjusted basis...................................       --          --
  Common stock, no par value; 150,000,000 shares
   authorized,
   920,000 shares issued and outstanding and 36,984,000
   shares (2)
   issued and outstanding on an as adjusted basis......       --      196,719
  Additional paid in capital (3).......................       --       45,442
  Retained earnings (deficit) (4)(5)...................     2,656     (75,830)
  Notes receivable from shareholders and other unpaid
   shares..............................................       --       (9,804)
                                                         --------    --------
    Total shareholders' equity.........................     2,656     156,527
                                                         --------    --------
    Total capitalization...............................  $ 75,639    $162,075
                                                         ========    ========
</TABLE>
    
- --------
(1) The common stock and preferred stock of the Company classified under
    mandatorily redeemable common and preferred stock are subject to mandatory
    repurchase agreements which require the classification of such capital
    stock as mandatorily redeemable common and preferred stock.
 
(2) Excludes (a) the redemption of 397,640 shares of Common Stock in the third
    quarter of fiscal 1999, (b) the anticipated issuance of 437,652 shares of
    Common Stock to new vice presidents promoted or hired after August 17,
    1998 and (c) the anticipated redemption of 1,200,000 shares of Common
    Stock prior to the consummation of the Offering. Also excludes an
    aggregate of 7,000,000 shares of Common Stock comprised of 3,000,000
    shares issuable upon the exercise of stock options that will be granted
    upon consummation of the Offering and 4,000,000 shares of Common Stock
    reserved for issuance under the Performance Award Plan. See "Management--
    Benefit Plans--Performance Award Plan."
 
                                      18

<PAGE>
 
(3) Reflects the difference between the issuance price of the shares issued by
    the Company in the twelve months preceding the initial filing date of the
    Offering and the fair market value of the shares at the date of grant.
   
(4) Reflects the effect of the $78.5 million non-recurring compensation and
    benefits expense related to (a) the difference between the issuance price
    of the shares issued by the Company in the period beginning twelve months
    before the initial filing date of the Offering and the fair market value
    of the shares at the date of grant, (b) completion of the redemption by
    the Company of certain shares of its capital stock, including the payment
    of additional redemption amounts to certain shareholders under the terms
    of a 1994 stock redemption agreement and (c) the payment of existing
    obligations to former holders of phantom units and stock appreciation
    rights.     
   
(5) Does not reflect a charge to earnings relating to staff downsizing,
    modification to existing stock repurchase agreements and office
    rationalization of approximately $5.4 million to $7.2 million that may be
    incurred by the Company over the course of the Company's third and fourth
    quarters in fiscal 1999 as those costs are finalized along with a $2.8
    million charge related to the resignation of Michael D. Boxberger. See
    "Management's Discussion and Analysis of Financial Condition and Results
    of Operations--Recent Events" and Notes 5, 6 and 15 of Notes to
    Consolidated Financial Statements.     
 
                                      19

<PAGE>
 
                                   DILUTION
   
  As of October 31, 1998, the Company had a net tangible book value of $59.7
million or $2.21 per share of Common Stock based upon 27,022,080 shares of
Common Stock outstanding. Net tangible book value per share is determined by
dividing the net tangible book value of the Company (total tangible assets
less total liabilities, excluding mandatorily redeemable Common Stock and
preferred stock of the Company) as of such date by the number of shares of
Common Stock outstanding as of such date. Without giving effect to any changes
in the net tangible book value other than (i) the receipt and application by
the Company of estimated net proceeds from the sale of the 9,962,332 shares of
Common Stock sold by the Company in the Offering at an assumed initial public
offering price of $14.00 per share (the midpoint of the range set forth on the
cover page of this Prospectus) and (ii) the reduction in shareholders' equity
of $38.0 million resulting from the payment of $33.5 million to complete the
redemption by the Company of certain shares of its capital stock (including
Series A Preferred Stock and Series B Preferred Stock) and payment of $4.5
million to satisfy existing obligations of the Company to former holders of
phantom units and stock appreciation rights (the "Stock Redemption
Transaction"), the Company's pro forma net tangible book value as of October
31, 1998 would have been $150.4 million, or $4.07 per share of Common Stock.
This represents an immediate increase in pro forma net tangible book value of
$1.86 per share to the existing shareholders and an immediate dilution of
$9.93 per share to new investors purchasing shares in the Offering. The
following table illustrates this per share dilution to new investors:     
 

<TABLE>   
   <S>                                                            <C>    <C>
   Initial public offering price per share.......................        $14.00
     Net tangible book value per share as of October 31, 1998
      before the Offering........................................ $2.21
     Increase in net tangible book value per share attributable
      to new investors in the Offering...........................  2.79
     Effect of Stock Redemption Transaction...................... (0.93)
                                                                  -----
   Pro forma net tangible book value per share as of October 31,
    1998 after giving effect to the Offering and the Stock
    Redemption Transaction.......................................          4.07
                                                                         ------
   Dilution per share to new investors...........................        $ 9.93
                                                                         ======
</TABLE>
    
 
  The following table sets forth, on a pro forma basis as of October 31, 1998
after giving effect to the Offering and the Stock Redemption Transaction
described above, the number of shares purchased from the Company, the total
consideration paid and the average price per share paid by existing
shareholders and the new investors purchasing shares of Common Stock from the
Company in the Offering.
 

<TABLE>   
<CAPTION>
                             Shares of Common
                             Stock Purchased   Total Consideration   Average
                            ------------------ --------------------   Price
                              Number   Percent    Amount    Percent Per Share
                            ---------- ------- ------------ ------- ---------
   <S>                      <C>        <C>     <C>          <C>     <C>
   Existing
    shareholders(1)........ 27,022,080   73.1% $ 74,563,000   34.8%  $ 2.76
   New investors(1)........  9,962,332   26.9   139,472,648   65.2    14.00
                            ----------  -----  ------------  -----
   Total................... 36,984,412  100.0% $214,035,648  100.0%
                            ==========  =====  ============  =====
</TABLE>
    
- --------
 
(1) Sales by Selling Shareholders in the Offering will reduce the number of
    shares of Common Stock held by existing shareholders to 24,074,424 shares
    or approximately 67.2% (approximately 64.0% if the over-allotment option
    is exercised in full) and will increase the number of shares held by new
    investors to 11,750,000 shares or approximately 32.8% (13,512,500 shares
    or approximately 36.0% if the over-allotment option is exercised in full)
    of the total number of shares of Common Stock outstanding after the
    Offering. See "Principal and Selling Shareholders."
 
 The foregoing table excludes share issuances and redemptions subsequent to
October 31, 1998 and an aggregate of 7,000,000 shares of Common Stock
comprised of 3,000,000 shares of Common Stock issuable upon the exercise of
stock options that will be granted upon consummation of the Offering and
4,000,000 shares of Common Stock reserved for future issuance under the
Performance Award Plan. See "Management--Benefit Plans--Performance Award
Plan." To the extent these options are exercised, there will be further
dilution to new investors.
 
                                      20

<PAGE>
 
                       SELECTED FINANCIAL AND OTHER DATA
                   (in thousands, except per share amounts)
 
  The following selected financial data are qualified by reference to, and
should be read in conjunction with, the Company's Consolidated Financial
Statements and Notes thereto and "Management's Discussion and Analysis of
Financial Condition and Results of Operations" appearing elsewhere in this
Prospectus. The selected statement of operations data set forth below for the
Company for the fiscal years ended April 30, 1996, 1997 and 1998 and the
balance sheet data as of April 30, 1997 and 1998 are derived from the
Company's Consolidated Financial Statements and Notes thereto, audited by
Arthur Andersen LLP, appearing elsewhere in this Prospectus. The selected
statement of operations data set forth below for the Company for the fiscal
years ended April 30, 1994 and 1995 and the balance sheet data as of April 30,
1994, 1995 and 1996 are derived from consolidated financial statements and
notes thereto, audited by Arthur Andersen LLP, which are not included in this
Prospectus.
 

<TABLE>
<CAPTION>
                                                                             Six Months Ended
                                  Fiscal Year Ended April 30,                   October 31,
                          --------------------------------------------    -----------------------
                            1994     1995     1996     1997   1998(1)        1997       1998(1)
                          -------- -------- -------- -------- --------    ----------- -----------
                                                                          (unaudited) (unaudited)
<S>                       <C>      <C>      <C>      <C>      <C>         <C>         <C>
Statement of Operations
 Data:
Total revenues..........  $143,608 $187,888 $230,217 $272,561 $315,025     $147,135    $183,762
 Less reimbursed
  candidate expenses....     4,440    6,627    8,731   12,137   14,470        6,804       8,073
                          -------- -------- -------- -------- --------     --------    --------
Net revenues............   139,168  181,261  221,486  260,424  300,555      140,331     175,689
Compensation and
 benefits...............    86,745  116,363  140,721  166,854  197,790       96,135     116,380
General and
 administrative
 expenses...............    39,362   48,630   64,419   73,005   84,575       35,872      51,961
                          -------- -------- -------- -------- --------     --------    --------
Operating profit........    13,061   16,268   16,346   20,565   18,190        8,324       7,348(2)
Interest expense........     1,991    2,323    3,683    3,320    4,234        1,740       2,582
                          -------- -------- -------- -------- --------     --------    --------
Income before provision
 for income taxes and
 non-controlling
 shareholders'
 interests..............    11,070   13,945   12,663   17,245   13,956        6,584       4,766
Provision for income
 taxes..................     4,224    5,322    3,288    6,658    6,687        3,131       2,069
Non-controlling
 shareholders'
 interests(3)...........     1,788    2,139    1,579    1,588    2,025        1,015       1,324
                          -------- -------- -------- -------- --------     --------    --------
Net income..............  $  5,058 $  6,484 $  7,796 $  8,999 $  5,244(4)  $  2,438    $  1,373(4)
                          ======== ======== ======== ======== ========     ========    ========
Net income per share
 Basic..................  $   0.24 $   0.30 $   0.38 $   0.42 $   0.24     $   0.11    $   0.05
 Diluted................      0.21     0.27     0.36     0.40     0.23(5)      0.11        0.05(5)
Weighted average common
 shares outstanding
 Basic..................    21,139   21,874   20,390   21,382   21,885       21,403      26,007
 Diluted................    26,255   25,607   23,019   23,481   23,839(5)    23,280      27,242(5)
<CAPTION>
                                           April 30,
                          --------------------------------------------                October 31,
                            1994     1995     1996     1997     1998                     1998
                          -------- -------- -------- -------- --------                -----------
                                                                                      (unaudited)
<S>                       <C>      <C>      <C>      <C>      <C>                     <C>
Balance Sheet Data:
Cash and cash
 equivalents............  $ 16,737 $ 28,244 $ 26,640 $ 25,298 $ 32,358                 $ 23,277
Working capital.........    18,288   22,735   22,006   20,051   26,573                   24,557
Total assets............    85,606  110,003  126,341  148,405  176,371                  187,439
Total long-term debt....     3,687    6,004    3,922    3,206    6,151                    7,102
Total mandatorily
 redeemable stock and
 shareholders' equity...    29,375   34,149   43,075   50,812   58,754                   65,841
</TABLE>

 
                                      21

<PAGE>
 
- --------
   
(1) The Company revised its compensation program, effective May 1, 1998 upon
    consummation of the Offering, to provide for a 30% reduction in the cash
    performance bonus amount for vice presidents and provide for the issuance
    of stock options at fair market value at the time of grant. See
    "Management's Discussion and Analysis of Financial Condition and Results
    of Operations--Overview." Although the Company expects that the revised
    compensation program will have the effect of reducing the Company's
    compensation and benefits expense and increasing operating profit, no
    assurances can be made as to the actual impact of the revised compensation
    program on the Company's revenues and operating results. See "Risk
    Factors--Dependence on Attracting and Retaining Qualified Executive Search
    Consultants." The Company estimates that it accrued bonuses of
    approximately $10 million for the six months ended October 31, 1998 in
    excess of the bonus amounts it would have accrued under the revised
    compensation program. The Company expects to reduce the amount of bonuses
    accrued as compensation and benefit expense as of October 31, 1998 by
    approximately $10 million after the consummation of the Offering.     
 
(2) For the six months ended October 31, 1998, operating profit included
    losses generated by Futurestep of $7.1 million.
 
(3) Represents the non-controlling majority shareholders' interests in the
    Company's Mexican subsidiaries.
   
(4) Upon consummation of the Offering, the Company expects to incur a $78.5
    million non-recurring compensation and benefits expense comprised of (a)
    $45.4 million representing the difference between the issuance price of
    the shares issued by the Company in the period beginning twelve months
    before the initial filing date of the Offering and the fair market value
    of the shares at the date of grant, (b) $28.6 million from the completion
    of the redemption by the Company of certain shares of its capital stock,
    including the payment of additional redemption amounts to certain
    shareholders under the terms of a 1994 stock redemption agreement and (c)
    $4.5 million from the payment of existing obligations to former holders of
    phantom units and stock appreciation rights. The Company's net income for
    the quarter in which the Offering is consummated will be reduced by $78.5
    million after giving effect to this non-recurring compensation and
    benefits expense. In addition, a charge to earnings relating to staff
    downsizing, modification to existing stock repurchase agreements and
    office rationalization of approximately $5.4 million to $7.2 million may
    be incurred by the Company over the course of the Company's third and
    fourth quarters in fiscal 1999 as the costs are finalized along with a
    $2.8 million charge related to the resignation of Michael D. Boxberger. As
    a result, the Company is expected to report a reduction in operating
    profit and earnings in the third quarter and a substantial net loss for
    fiscal 1999 after giving effect to these expenses and charges. See
    "Management's Discussion and Analysis of Financial Condition and Results
    of Operations--Recent Events," "Certain Transactions--Additional
    Redemption Amounts" and Notes 5, 6 and 15 of Notes to Consolidated
    Financial Statements.     
   
(5) Pursuant to the Company's revised compensation program, options covering
    3,000,000 shares of Common Stock will be granted at fair market value upon
    consummation of the Offering and therefore will not be included in
    calculating diluted net income per share or shares outstanding at the
    issuance date.     
 
                                      22

<PAGE>
 

        MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                             RESULTS OF OPERATIONS
 
  The Company's objective is to maximize shareholder value by executing a
strategy that focuses on expanding its leadership position as a preferred
global executive search firm by offering a broad range of solutions to address
its clients' management recruitment needs. The following presentation of
management's discussion and analysis of the Company's financial condition and
results of operations should be read in conjunction with the Company's
Consolidated Financial Statements and the Notes thereto and other financial
information included herein.
 
Overview
 
  Korn/Ferry International is the world's largest executive search firm with
71 offices across 41 countries. In fiscal 1998, the Company had $315.0 million
in total revenues and performed approximately 5,870 assignments for more than
3,750 clients. The Company derives substantially all of its revenues from fees
for professional services, which are billed exclusively on a retained basis.
Fees are typically equal to one third of the first year annual cash
compensation for the positions being filled. The Company recognizes fee
revenues as services are substantially rendered, generally over a three month
period commencing in the month of initial acceptance of the search engagement.
The Company generally bills its clients in three monthly installments over
this period. In addition, clients typically are required to reimburse the
Company for candidate travel and any other out-of pocket expenses incurred in
the search process. Expenses that are billed to clients are included in total
revenues. That portion of the expense attributable to candidate expenses is
included in reimbursable candidate expenses and is deducted from total
revenues to arrive at net revenues.
 
  The Company's total revenues have grown at a compound annual growth rate of
approximately 22% to $315.0 million in fiscal 1998 from $143.6 million in
fiscal 1994. The principal drivers of this growth in total revenues are an
increase in the number of assignments, geographic expansion and selected
acquisitions. The number of searches increased 23% to 5,879 in fiscal 1998
from 4,774 in fiscal 1997, and 16% in fiscal 1997 from 4,113 in fiscal 1996.
The average number of consultants grew 15% to 357 in fiscal 1998 from 311 in
fiscal 1997, and 10% in fiscal 1997 from 284 in fiscal 1996.
 
  Operating profit as a percentage of net revenues declined from 9% in fiscal
1994 to 6% in fiscal 1998. This decline resulted primarily from an increase in
compensation and benefits expense as a percentage of net revenues from 62% in
fiscal 1994 to 66% in fiscal 1998. The largest component of the Company's
expenses consists of compensation and benefits paid to its consultants,
executive officers and administrative and support personnel. The Company
believes it has been able to attract and retain some of the most productive
executive search consultants in the industry as a result of its premium
reputation, history of consultant equity ownership and its performance-based
compensation program. Currently, most of the Company's consultants are paid
annual compensation consisting of a base salary and a cash performance bonus,
which has historically represented a significant portion of total cash
compensation.
 
  Upon the consummation of the Offering, the Company's employee-shareholders
will continue to own approximately 67.2% of the Company. Until the fourth
anniversary of the Offering, the employee-shareholders have agreed to limit
their ability to sell more than half of the Common Stock owned by them
immediately prior to the Offering. See "Management--Liquidity Schedule." To
align further the interests of Korn/Ferry's consultants and shareholders, the
Company has revised its compensation programs. The revised compensation
program, which will be effective as of May 1, 1998 upon consummation of the
Offering, will reduce the amount of consultants' annual cash performance bonus
payments and provide for the issuance of stock options pursuant to the
Company's newly adopted Performance Award Plan. Under the revised compensation
program, consultants and others will receive options to purchase shares of
Common Stock at the market value at the time of grant. Such options will vest
in equal installments over five years. See "Management--Benefit Plans--
Performance Award Plan."
 
                                      23

<PAGE>
 
   
  Upon consummation of the Offering, the Company expects to incur a $78.5
million non-recurring compensation and benefits expense comprised of (i) $45.4
million representing the difference between the book value issuance price of
shares issued by the Company in the period beginning twelve months before the
initial filing date of the Offering and the fair market value of the shares at
the date of grant, (ii) $28.6 million from the completion of the redemption by
the Company of certain shares of its capital stock, including payment of
additional redemption amounts to certain shareholders under the terms of a
1994 stock redemption agreement and (iii) $4.5 million from the payment of
existing obligations to former holders of phantom units and stock appreciation
rights. This non-recurring compensation and benefits expense will reduce the
Company's net income by $78.5 million in the quarter in which the Offering is
consummated. In addition, a charge to earnings relating to staff downsizing,
modification to existing stock repurchase agreements and office
rationalization of approximately $5.4 million to $7.2 million may be incurred
by the Company over the course of the Company's third and fourth quarters in
fiscal 1999 as the costs are finalized along with a $2.8 million charge
related to the resignation of Michael D. Boxberger. As a result, the Company
is expected to report a reduction in operating profit and earnings in the
third quarter and a substantial net loss for fiscal 1999 after giving effect
to these expenses and charges. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations--Recent Events," "Certain
Transactions--Additional Redemption Amounts" and Notes 5, 6 and 15 of Notes to
Consolidated Financial Statements.     
 
  In May 1998, the Company introduced its Internet-based service, Futurestep.
Futurestep's operating losses approximated $0.8 million for fiscal 1998 and
$7.1 million for the six months ended October 31, 1998 and are primarily
related to marketing and other start-up costs. The Company believes Futurestep
will generate operating losses through at least the end of fiscal 2000.
Futurestep plans to expand in the United States throughout fiscal 1999 and in
other selected markets thereafter.
   
  On June 8, 1998, the Company and Futurestep entered into a three-year
contract for an exclusive alliance with The Wall Street Journal, which
provides the Company with preferred advertising rates, requires the purchase
by Futurestep of a minimum amount of print and on-line advertising and permits
the use of The Wall Street Journal name in connection with promotion of the
Futurestep service. After the first anniversary of the contract, the Company
estimates that it will have minimum payment obligations for the remaining two
years of the initial term of the contract of approximately $5 million. The
contract with The Wall Street Journal has an initial term through June 2001
with options for renewal and is the first of its kind in the executive search
industry. The Wall Street Journal is obligated under the contract to use its
best efforts to offer each employer which advertises positions in The Wall
Street Journal the option of retaining Futurestep for services ranging from
resume evaluation to complete management of the employer's recruitment process
for the advertised positions. In addition, The Wall Street Journal must
provide a direct link to Futurestep's website from The Wall Street Journal's
careers website.     
       
   
  The contract permits Futurestep to provide Futurestep registered candidates
with access to career-management advice through direct links from Futurestep's
website to The Wall Street Journal's website and obligates Futurestep to pay
to The Wall Street Journal a placement fee for each employer and candidate
referred to Futurestep by The Wall Street Journal. The Company, Futurestep and
The Wall Street Journal have agreed not to promote competing services during
the term of the contract.     
 
  As the largest global executive search firm, the Company believes it has the
resources to be one of the leaders in consolidation within the highly
fragmented search industry. The Company frequently evaluates opportunities to
expand its business through acquisitions, and from time to time, the Company
engages in discussions with potential targets. Since fiscal 1993, the Company
has completed six acquisitions, including recent acquisitions in France and
Switzerland. The Company views strategic acquisitions as a key component of
its long term growth strategy and intends to seek to accelerate its pace of
acquisitions to the extent that appropriate opportunities become available.
See "Business Strategy--Pursue Strategic Acquisition."
 
                                      24

<PAGE>
 
Results of Operations
 
  The following table summarizes the results of the Company's operations for
each of the past three fiscal years and for the first six months of fiscal
1998 and 1999 as a percentage of net revenues.

<TABLE>
<CAPTION>
                                                Fiscal Year      Six Months
                                                   Ended            Ended
                                                 April 30,       October 31,
                                               ----------------  -------------
                                                                 (unaudited)
                                               1996  1997  1998  1997    1998
                                               ----  ----  ----  -----   -----
<S>                                            <C>   <C>   <C>   <C>     <C>
Net revenues.................................. 100%  100%  100%    100%    100%
Compensation and benefits.....................  64    64    66      68      66
General and administrative expenses...........  29    28    28      26      30
Operating profit(1)...........................   7     8     6       6       4
Net income....................................   4     3     2       2       1
</TABLE>

- --------
(1) For the six months ended October 31, 1998, operating profit as a
    percentage of net revenues excluding Futurestep is 8%.
 
  The Company experienced growth in total revenues in all geographic regions
from fiscal 1996 through 1998. For the first six months of fiscal 1999,
revenues increased in all geographic regions except for Asia/Pacific. The
following table summarizes the Company's total revenues by geographic region
for each of the past three fiscal years and the six months ended October 31,
1997 and 1998. The Company includes revenues generated from its Mexican
operations with its operations in Latin America. Futurestep revenues of $0.7
million for the six month period ended October 31, 1998 are included in North
America.
 

<TABLE>
<CAPTION>
                               Fiscal Year Ended April 30,            Six Months Ended October 31,
                         ------------------------------------------  --------------------------------
                             1996          1997           1998            1997             1998
                         ------------  ------------  --------------  ---------------  ---------------
                         Dollars   %   Dollars   %    Dollars   %      Dollars    %     Dollars    %
                         -------- ---  -------- ---  --------------  ----------- ---  ----------- ---
                                                     (in thousands)  (unaudited)      (unaudited)
<S>                      <C>      <C>  <C>      <C>  <C>       <C>   <C>         <C>  <C>         <C>
North America........... $111,513  48% $135,192  50% $ 162,618   52%  $ 72,426    49%  $ 96,982    53%
Europe..................   68,890  30    77,505  28     86,180   27     39,869    27     52,699    29
Asia/Pacific............   29,921  13    34,532  13     34,811   11     19,041    13     16,789     9
Latin America...........   19,893   9    25,332   9     31,416   10     15,799    11     17,292     9
                         -------- ---  -------- ---  --------- ----   --------   ---   --------   ---
  Total revenues........ $230,217 100% $272,561 100% $ 315,025  100%  $147,135   100%  $183,762   100%
                         ======== ===  ======== ===  ========= ====   ========   ===   ========   ===
</TABLE>

 
Six Months Ended October 31, 1998 Compared to Six Months Ended October 31,
1997
 
 Total Revenues
 
  Total revenues increased $36.7 million, or 25%, to $183.8 million for the
six months ended October 31, 1998 from $147.1 million for the six months ended
October 31, 1997. The increase in total revenues was primarily attributable to
a 13% increase in the average number of consultants and an 11% increase in
average revenue per consultant in the current period.
 
  In North America, total revenues increased $24.6 million, or 34%, to $97.0
million for the six months ended October 31, 1998 from $72.4 million for the
six months ended October 31, 1997. In Europe, total revenues increased $12.8
million, or 32%, to $52.7 million for the six months ended October 31, 1998
from $39.9 million for the comparable period ended October 31, 1997. In
Asia/Pacific, total revenues declined $2.2 million, or 13%, to $16.8 million
for the six months ended October 31, 1998 from $19.0 million for the six
months ended October 31, 1997 and in Latin America, total revenues increased
$1.5 million, or 9%, to $17.3 million for the six months ended October 31,
1998 from $15.8 million for the comparable period ended October 31, 1997.
   
  Total revenue growth in North America, Europe and Latin America was
attributable primarily to a 14%, 12% and 16% increase, respectively, in the
average number of consultants in the respective regions and an increase in the
number of assignments. The growth in total revenues also reflects the addition
of revenues     
 
                                      25

<PAGE>
 
   
generated from two offices in North America and one office in Latin America
that were opened in fiscal 1998. The growth in total revenues in Europe for the
six months ended October 31, 1998 reflects the additional revenues generated
from two offices that were opened in fiscal 1998 and the acquisition of
subsidiaries in France and Switzerland in the first quarter of fiscal 1999. The
decline in total revenues for Asia/Pacific for the six months ended October 31,
1998 as compared to the six months ended October 31, 1997 of $2.2 million was
attributable to continued economic uncertainty in the region. The Company
believes Asia/Pacific total revenues in fiscal 1999 may continue to decline
from fiscal 1998 total revenues in that region but the impact on total revenues
is not expected to be significant.     
 
  Interest income and other income increased $0.8 million to $1.9 million for
the six months ended October 31, 1998 from $1.1 million for the six months
ended October 31, 1997. The increase was due primarily to interest earned on
notes receivable from shareholders.
 
 Compensation and Benefits
 
  Compensation and benefits increased $20.3 million, or 21%, to $116.4 million
for the six months ended October 31, 1998 from $96.1 million for the six months
ended October 31, 1997. This increase primarily reflects a 13% increase in the
average number of consultants for the six months ended October 31, 1998 over
the comparable period in 1997 and Futurestep compensation and benefits expense
of $1.9 million in the six months ended October 31, 1998. Compensation and
benefits as a percentage of net revenues in the six months ended October 31,
1998 decreased to 66% from 68% in the six months ended October 31, 1997
reflecting the larger percentage increase in net revenues in the current six
month period offset by expenses related to Futurestep and the French and Swiss
acquisitions. See Note 15 to the Company's Consolidated Financial Statements.
 
 General and Administrative Expenses
 
  General and administrative expenses consist of occupancy expense associated
with the Company's leased premises, investments in information and technology
infrastructure, marketing and other general office expenses. General and
administrative expenses increased $16.1 million, or 45%, to $52.0 million in
the six months ended October 31, 1998 from $35.9 million for the six months
ended October 31, 1997. This increase primarily related to an increase from the
year earlier period in occupancy and office expenses, including depreciation
and leasehold amortization expense, attributable to the operation of five
offices that were opened in fiscal 1998 and the recognition of $5.0 million of
Futurestep expenses primarily related to business development. As a percentage
of net revenues, general and administrative expenses, excluding Futurestep
related expenses remained relatively flat at 26% for the six months ended
October 31, 1998 and the comparable period in 1997.
 
 Operating Profit
 
  Operating profit includes interest income, other income and the Futurestep
loss for the six months ended October 31, 1998. The Futurestep loss of $7.1
million is included in the North American region. Operating profit decreased
$1.0 million from $8.3 million for the six months ended October 31, 1997 to
$7.3 million for the six months ended October 31, 1998. Operating profit as a
percentage of net revenues decreased to 4% for the six months ended October 31,
1998 from 6% for the comparable period ended October 31, 1997, reflecting a 4%
decrease related to Futurestep expenses for the six months ended October 31,
1998 offset by the 2% decrease in compensation and benefits as a percentage of
net revenues.
 
  Operating profit as a percentage of net revenues, excluding Futurestep,
increased across all regions for the six months ended October 31, 1998 compared
to the same period of the prior fiscal year. The North American region,
excluding Futurestep, contributed approximately 55% of the Company's operating
profit for six months ended October 31, 1998 compared to 50% in the same period
of the prior fiscal year. The European region contributed approximately 10% to
the Company's operating profit for the six months ended October 31, 1998
compared to 2% in the same period of the prior fiscal year. Operating profit
contributed by Asia/Pacific declined from 7% to 4% while the Latin American
contribution decreased from 40% to 30% for the six months ended
 
                                       26

<PAGE>
 
October 31, 1998 compared to the same period in 1997. The employee shareholders
of certain of the Company's Latin American subsidiaries receive a portion of
their bonus in the form of dividends, which are not included in determining
operating profit for the Latin American region.
 
 Interest Expense
 
  Interest expense increased $0.9 million to $2.6 million for the six months
ended October 31, 1998 from $1.7 million for the six months ended October 31,
1997. Interest expense for these two periods reflected the Company's increased
borrowings under Company-owned life insurance ("COLI") policies and a higher
average outstanding long-term debt balance.
 
 Provision for Income Taxes
 
  The provision for income taxes decreased $1.0 million to $2.1 million for the
six months ended October 31, 1998 from $3.1 million for the six months ended
October 31, 1997. The effective tax rate was 43% for the six months ended
October 31, 1998 as compared to 48% for the comparable period in 1997. The
reduction in the effective tax rate resulted primarily from a decrease in
foreign cash remittances which are treated as taxable income in the United
States when received. Upon completion of the proposed credit facility, the
Company plans to implement a global cash management strategy to optimize the
timing and extent of future foreign cash remittances. See "--Liquidity and
Capital Resources."
 
 Non-controlling Shareholders Interests
 
  Non-controlling shareholder's interests are comprised of the non-controlling
shareholders' majority interests in the Company's Mexican subsidiaries. Non-
controlling shareholders' interests increased $0.3 million to $1.3 million in
the six months ended October 31, 1998 from $1.0 million for the six months
ended October 31, 1997. This increase is attributable to a 30% increase in net
income generated by the Mexican subsidiaries during this period.
 
Fiscal 1998 Compared to Fiscal 1997
 
 Total Revenues
 
  Total revenues increased $42.4 million, or 16%, to $315.0 million for fiscal
1998 from $272.6 million for fiscal 1997. The increase in total revenues was
primarily the result of a 15% increase in the average number of consultants and
a 23% increase in the number of assignments in fiscal 1998.
 
  In North America, total revenues increased $27.4 million, or 20%, to $162.6
million for fiscal 1998 from $135.2 million for fiscal 1997. In Europe, total
revenues increased $8.7 million, or 11%, to $86.2 million in fiscal 1998 from
$77.5 million in fiscal 1997. In Asia/Pacific, total revenues remained
relatively flat in fiscal 1998 as compared to fiscal 1997 and in Latin America,
total revenues increased $6.1 million, or 24%, to $31.4 million in fiscal 1998
from $25.3 million in fiscal 1997.
 
  The average number of consultants grew in each region, reflecting the
addition of two offices in North America, two offices in Europe and one office
in Latin America. In addition, the Company experienced strong growth in the
number of assignments in each region except Asia/Pacific and increased total
revenue per assignment in North America. The relatively constant total revenues
and assignments for Asia/Pacific from fiscal 1997 to fiscal 1998 was
attributable to economic uncertainties in Asia. The Company believes
Asia/Pacific total revenues in fiscal 1999 may decline from fiscal 1998 but the
impact on total revenues is not expected to be significant.
 
  Interest income and other income increased $1.1 million to $4.0 million in
fiscal 1998 from $2.9 million in fiscal 1997. The increase was due primarily to
other search related services.

                                       27

<PAGE>
 
 Compensation and Benefits
 
  Compensation and benefits increased $30.9 million, or 19%, to $197.8 million
in fiscal 1998 from $166.9 million in fiscal 1997. This increase was
attributable to a 15% increase in the average number of consultants to 357 in
fiscal 1998 from 311 in fiscal 1997 and an overall increase in compensation and
benefits as a percentage of net revenues. Compensation and benefits as a
percentage of net revenues in fiscal 1998 was 66% as compared to 64% in fiscal
1997. In addition, the Company has incurred an increase in sign-on bonuses
granted to newly hired consultants in fiscal 1998 prior to their generation of
revenues and guaranteed bonuses. This type of compensation is viewed by the
Company as a necessary investment in attracting and hiring the most productive
consultants in the industry.
 
 General and Administrative Expenses
 
  General and administrative expenses increased $11.6 million, or 16%, to $84.6
million in fiscal 1998 from $73.0 million in fiscal 1997. This increase was
primarily related to an increase in occupancy and office expenses, including
depreciation and leasehold amortization expense attributable to the opening of
five new offices in fiscal 1998 as well as the full year of operation of four
offices, after the opening of six offices, and the closing of two offices, in
fiscal 1997. As a percentage of net revenues, general and administrative
expenses remained constant at 28% for both fiscal 1998 and fiscal 1997.
Technology expenses amounted to $8.4 million in fiscal 1998 as compared to
$7.2 million in fiscal 1997. The Company intends to continue investing in
information systems, other technology infrastructure and in research activities
to support its growth.
 
 Operating Profit
 
  Operating profit decreased $2.4 million to $18.2 million in fiscal 1998 from
$20.6 million in fiscal 1997. As a percentage of net revenues, operating profit
decreased to 6% in fiscal 1998 from 8% in fiscal 1997. This decrease was
attributable to the increase in compensation and benefits in fiscal 1998 from
fiscal 1997 as discussed above.
 
  The percentage of the Company's operating profit contributed by the North
American and Asia/Pacific regions decreased to approximately 59% and 4%,
respectively, in fiscal 1998 compared to 67% and 17%, respectively in the prior
fiscal year. The percentage of the Company's operating profit contributed by
the European region increased to approximately 2% in fiscal 1998 from a
negative contribution of 4% in fiscal 1997, and the percentage of the Company's
operating profit contributed by the Latin American region increased to
approximately 35% of the Company's operating profit in fiscal 1998 from 20% in
fiscal 1997.
 
 Interest Expense
 
  Interest expense increased $0.9 million to $4.2 million in fiscal 1998 from
$3.3 million in fiscal 1997. Interest expense for this two year period
reflected the Company's increased borrowings under life insurance policies and
the Company's credit facility.
 
 Provision for Income Taxes
 
  The provision for income taxes in both fiscal 1998 and fiscal 1997 was $6.7
million. The effective tax rate was 48% for fiscal 1998 compared to 39% in
fiscal 1997. The increase was due to the increase in cash remittances from
foreign operations that was treated as taxable income in the United States.
 
 Non-controlling Shareholders' Interests
 
  Non-controlling shareholders' interests are comprised of the non-controlling
shareholders' majority interests in the Company's Mexican subsidiaries. Non-
controlling shareholders' interests increased $0.4 million to $2.0 million in
fiscal 1998 from $1.6 million in fiscal 1997. This change was primarily due to
an increase in net income generated by the Mexican subsidiaries of
approximately $1.0 million in fiscal 1998.
 
                                       28

<PAGE>
 
Fiscal 1997 Compared to Fiscal 1996
 
 Total Revenues
 
  Total revenues increased $42.3 million, or 18%, to $272.6 million for fiscal
1997 from $230.2 million for fiscal 1996. The increase in total revenues was
primarily the result of a 10% increase in the average number of consultants and
a 16% increase in the number of assignments in fiscal 1997.
 
  North American total revenues increased $23.7 million, or 21%, to $135.2
million for fiscal 1997 from $111.5 million for fiscal 1996. In the European
region, total revenues grew 13% to $77.5 million in fiscal 1997 from $68.9
million in fiscal 1996. Asia/Pacific total revenues increased $4.6 million, or
15%, to $34.5 million in fiscal 1997 from $29.9 million in fiscal 1996. Latin
America total revenues increased $5.4 million, or 27%, to $25.3 million in
fiscal 1997 from $19.9 million in fiscal 1996. The average number of
consultants grew in each region, particularly in Asia/Pacific where the Company
opened five new offices in fiscal 1997. In addition, the Company experienced
strong growth in the number of assignments in each region except for Europe.
Revenue growth in Europe and Latin America was also positively impacted by
increases in total revenues per assignment for fiscal 1997 as compared to
fiscal 1996.
 
  Interest income and other income decreased $1.8 million to $2.9 million in
fiscal 1997 from $4.8 million in fiscal 1996. This decrease was primarily
attributable to additional income associated with the earnings and gain on sale
of an interest in an affiliate in fiscal 1996. See "Certain Transactions--
Strategic Compensation Associates."
 
 Compensation and Benefits
 
  Compensation and benefits increased $26.1 million, or 19%, to $166.9 million
in fiscal 1997 from $140.7 million in fiscal 1996. This increase was primarily
attributable to a 10% increase in the average number of consultants of 284 in
fiscal 1996 to 311 in fiscal 1997. As a percentage of net revenues, fiscal 1997
and fiscal 1996 compensation and benefits were constant at 64%.
 
 General and Administrative Expenses
 
  General and administrative expenses increased $8.6 million, or 13%, to $73.0
million in fiscal 1997 from $64.4 million in fiscal 1996. This increase was
primarily related to an increase in occupancy and office expenses, including
depreciation and leasehold amortization expense, attributable to the opening of
net four new offices in fiscal 1997. As a percentage of net revenues, general
and administrative expenses decreased from 29% in fiscal 1996 to 28% in fiscal
1997.
 
 Operating Profit
 
  Operating profit increased $4.2 million to $20.6 million in fiscal 1997 from
$16.3 million in fiscal 1996. As a percentage of net revenues, operating margin
increased to 8% in fiscal 1997 from 7% in fiscal 1996. This increase was
primarily attributable to the decrease in general and administrative expenses
as a percent of net revenues in fiscal 1997 as compared to fiscal 1996.
Operating profit contributed by North America increased to 67% from 48% in
fiscal 1996 while the contributions of the other regions declined. The European
region experienced the largest decrease from 8% in fiscal 1996 to a negative
contribution of 4% in fiscal 1997. Operating profit contributed by the
Asia/Pacific and Latin American regions during fiscal 1997 declined from 19% to
17% and from 25% to 20%, respectively, compared to the same period of the prior
year.
 
 Interest Expense
 
  Interest expense decreased $0.4 million to $3.3 million in fiscal 1997 from
$3.7 million in fiscal 1996. This decrease was primarily attributable to lower
average outstanding principal amounts on notes payable to shareholders that
more than offset the effect of higher borrowings under COLI policies.
 
                                       29

<PAGE>
 
 Provision for Income Taxes
 
  The provision for income taxes increased $3.4 million to $6.7 million in
fiscal 1997 from $3.3 million in fiscal 1996. The effective tax rate was 39%
for fiscal 1997 as compared to 26% in fiscal 1996. The lower effective tax rate
in fiscal 1996 was due primarily to an increase in foreign tax credits that
resulted in a reduction in the income tax provision of $1.5 million.
 
 Non-controlling Shareholders' Interests
 
  Non-controlling shareholder interests remained unchanged at $1.6 million in
fiscal 1997 and fiscal 1996.
 
Recent Events
 
  The Company's net revenues in the third quarter of fiscal 1999 are expected
to be lower than second quarter net revenues, but in line with the first
quarter net revenues. This recent decline in net revenues primarily resulted
from a decrease in financial services engagements in North America because of a
delay in hiring at financial institutions in reaction to the uncertainties in
worldwide capital markets commencing in August 1998. However, the Company's
recent new engagement data indicates that the decline may have been temporary.
In addition, the net revenues of the Latin America region are lower in the
third quarter of fiscal 1999 than in the second quarter of fiscal 1999,
primarily because of the economic uncertainties in Brazil. The Company does not
expect the impact of the situation in Brazil to improve for the remainder of
fiscal 1999. In addition, the impact of the situation in Brazil on the other
countries in the Company's Latin America region is not presently determinable.
   
  The Company is currently evaluating its worldwide operations and revenues,
compensation costs and other operating expenses for each of its offices and
geographic locations. The evaluation is being conducted to identify, and
eventually eliminate, existing inefficiencies and excess costs and to better
align and enhance the competitive position of the Company within each region.
The Company is assessing staff levels and office needs based on individual
performance and the economic conditions and the outlook in each region. The
Company has tentatively identified approximately 40 employees that may be
terminated and a few underperforming European offices that may be downsized or
relocated to more efficient premises. As a result of this analysis, a charge to
earnings of approximately $5.4 million to $7.2 million may be incurred by the
Company over the course of the Company's third and fourth quarters in fiscal
1999 as the costs are finalized. The charge would be comprised of severance and
benefit payments of $5.0 million to $6.6 million and lease renegotiation and
other relocation costs of $0.4 million to $0.6 million. Included in these
estimates is approximately $2.5 million of severance expense to be recorded in
the third quarter related to the release of existing book value stock
repurchase agreement requirements for terminated employees. Except for these
employees, the Company has not notified or negotiated agreements with respect
to the termination of employment services with affected employees or
renegotiated any leases. The ultimate magnitude of the realignment charges will
depend on the number of persons terminated and the number of renegotiated
leases. The Company expects to finalize this non-recurring charge during its
third and fourth quarters and believes the charge will not impact cash flows
beyond fiscal 2000. Apart from the restructuring charge discussed above, the
Company also intends to repurchase approximately 1.2 million shares of Common
Stock, substantially all at book value from certain employees, some of whom may
be subsequently terminated. The repurchase of shares at book value will not
cause the Company to incur a charge to earnings.     
 
  In June 1998, the Company established an Office of the Chief Executive,
responsible for management of the Company. The Office of the Chief Executive
initially consisted of Richard M. Ferry, Michael D. Boxberger, Windle B. Priem,
Peter L. Dunn and Elizabeth S.C.S. Murray. On December 3, 1998, the Company
announced that Mr. Boxberger resigned as Chief Executive Officer, President,
Director and a member of the Office of the Chief Executive of the Company for
personal reasons. Concurrently, the Company announced the appointment of Windle
B. Priem as Chief Executive Officer and President. Mr. Priem has been with the
Company for over 22 years, serving in management positions such as Chief
Operating Officer of the Company and President of the North America region.
With the exception of Mr. Boxberger, all of the initial members of the Office
of the Chief Executive remain members of the Office of the Chief Executive.
Furthermore, Mr. Richard M. Ferry remains
 
                                       30

<PAGE>
 
Chair of the Board and a member of the Office of Chief Executive and will
continue to participate in the strategic planning and management of the
Company.
 
  As a result of the resignation of Mr. Boxberger, the Company intends to
recognize a charge to earnings in its third quarter of approximately $1.4
million for compensation and other amounts paid in accordance with a general
release and settlement agreement between the Company and Mr. Boxberger (the
"Settlement Agreement"). The Company will also recognize a non-cash charge to
earnings of approximately $1.4 million representing the difference between the
then current book value and appraised fair market value of 165,168 common
shares he retained subsequent to his resignation. See "Management--Executive
Compensation--Resignation of Michael D. Boxberger."
 
Liquidity and Capital Resources
 
  The following table presents selected financial information as of the end of
the past three fiscal years and as of October 31, 1998:
 

<TABLE>
<CAPTION>
                                                As of April 30,
                                            ----------------------- October 31,
                                             1996    1997    1998      1998
                                            ------- ------- ------- -----------
                                                (in thousands)      (unaudited)
   <S>                                      <C>     <C>     <C>     <C>
   Working capital......................... $22,006 $20,051 $26,573   $24,557
   Borrowings on line of credit............      --   3,000      --        --
   Total long-term debt, net of current
    maturities.............................   3,922   3,206   6,151     7,102
   Borrowings under life insurance
    policies...............................  30,305  32,278  37,638    39,837
</TABLE>

 
  The Company finances operating expenditures primarily through cash flows from
operations and maintains a line of credit to manage timing differences between
cash receipts and disbursements. During fiscal 1996, 1997 and 1998, cash
provided by operating activities was $8.3 million, $10.2 million and $18.5
million, respectively. During the six months ended October 31, 1997 and 1998,
cash used in operating activities was $3.1 million and $1.7 million,
respectively. The use of cash for operations in the first six months of fiscal
1998 and 1999 is due primarily to payment of bonuses accrued at each prior
fiscal year end. As of October 31, 1998, the Company had an outstanding term
loan in the amount of $4.3 million which matures in November 2002 and bears
interest at the bank's prime rate less one-half percent. As of October 31,
1998, the Company also maintained a revolving line of credit in the approximate
amount of $11 million, but the Company had no outstanding borrowings under the
revolving line of credit as of such date.
 
  The Company has completed negotiations with Mellon Bank, N.A. and Bank of
America National Trust and Savings Association with respect to a $50 million
credit facility intended to replace the Company's existing line of credit. The
negotiated credit facility is a three year, unsecured revolving facility and
includes a standby letter of credit subfacility. Interest rates on borrowings
under the credit facility will be based on floating rate indices plus an
applicable margin. The proposed credit facility contains several covenants,
including financial covenants with respect to minimum tangible net worth, a
maximum leverage ratio, and interest coverage ratios and also contains
customary events of default.
 
  Capital expenditures totaled approximately $8.1 million, $8.5 million, $9.9
million for fiscal 1996, 1997 and 1998, respectively, and $5.4 million and $4.9
million for the six months ended October 31, 1997 and 1998, respectively. These
expenditures consisted primarily of upgrades to information systems, purchases
of office equipment and leasehold improvements. The Company expects to maintain
capital expenditures in fiscal 1999 at the fiscal 1998 level to support office
expansion and technology investments. In addition, the Company plans to install
a new financial system in fiscal 1999 with an expected installation cost of
approximately $10 million over the next two fiscal years.
   
  Included in cash flows from investing activities are premiums paid on COLI
contracts. The Company purchases COLI contracts to provide a funding vehicle
for anticipated payments due under its deferred executive compensation
programs. Premiums on these COLI contracts were $8.6 million, $7.9 million and
$12.4 million in     
 
                                       31

<PAGE>
 
fiscal 1996, 1997 and 1998, respectively, and $3.5 million and $3.8 million for
the six months ended October 31, 1997 and 1998, respectively. Generally, the
Company borrows against the cash surrender value of the COLI contracts to fund
the COLI premium payments. In fiscal 1996, the Company invested $5.3 million of
cash proceeds from borrowings against COLI contracts in excess of premium
payments in guaranteed investment contracts. In fiscal 1997 and 1998, net
redemptions of guaranteed investment contracts were $1.8 million and $1.9
million respectively and there were no net redemptions in the six months ended
October 31, 1997 and 1998.
 
  On May 1, 1998, the Company acquired the assets and liabilities of Didier
Vuchot & Associates in France for approximately $6 million in cash, notes and
mandatorily redeemable stock of a subsidiary of the Company. On June 1, 1998,
the Company acquired all of the outstanding shares of two firms in Switzerland
in a combined transaction for $3.6 million payable in cash, notes and
mandatorily redeemable common stock of the Company. The acquisitions resulted
in a net cash outflow of $1.3 million, comprised of a $2.5 million cash payment
offset by $1.2 million of cash acquired.
 
  Cash provided by financing activities was approximately $7.7 million, and
$2.9 million during the six months October 31, 1997 and 1998, which included
repayments and borrowings under COLI contracts of $0.1 million and $2.2 million
in the six months ended October 31, 1997 and 1998, respectively, and proceeds
from sales of common stock of the Company to newly hired and promoted
consultants and payments on the related promissory notes of $2.6 million and
$3.7 million, respectively. Additionally, the Company paid $1.9 million and
$2.2 million to repurchase common stock of the Company in the six months ended
October 31, 1997 and 1998, respectively.
 
  During fiscal 1998, cash provided by financing activities was approximately
$9.2 million, which included borrowings under COLI contracts of $5.4 million,
proceeds from sales of Common Stock to newly hired and promoted consultants and
payments on the related promissory notes of $6.6 million. Additionally, in
fiscal 1998 the Company paid $2.8 million to repurchase Common Stock. During
fiscal 1997, cash provided by financing activities was approximately $4.4
million, consisting primarily of proceeds from sales of Common Stock to newly
hired and promoted consultants and payments on the related promissory notes of
$5.6 million, repurchases of Common Stock and payments on the related notes
payable of $3.7 million and borrowings against COLI contracts of $2.0 million.
During fiscal 1996, cash of $13.6 million was provided by financing activities
consisting principally of proceeds from borrowings under COLI contracts of
$12.9 million. In fiscal 1996, issuances and purchases of Common Stock and
payments on the related notes receivable and notes payable were $5.7 million
and $2.5 million, respectively.
 
  Total outstanding borrowings under life insurance policies were
$30.3 million, $32.3 million, $37.6 million and $39.8 million as of April 30,
1996, 1997, 1998 and October 31, 1998, respectively. Such borrowings are
secured by the cash surrender value of the life insurance policies, do not
require principal payments and bear interest at various variable rates.
 
Impact of Year 2000 Issue
 
  The Year 2000 issue is the result of computer programs being written to use
two digits to define year dates. Computer programs running date-sensitive
software may recognize a date using "00" as the year 1900 rather than the year
2000. This defect could result in systems failure or miscalculations causing
disruptions of operations. The Company utilizes information technology to
facilitate (i) its internal search processes and inter-office communications,
(ii) communications with candidates and clients and (iii) its financial
management systems and other support systems.
 
  In fiscal 1998, the Company commenced an inventory and Year 2000 assessment
of its principal computer systems, network elements, software applications and
other business systems. The Company intends to correct any Year 2000 issues and
to ensure compliance from its third party vendors. The Company has determined
that an information system used in its London office is not Year 2000
compliant, and the Company will replace the non-compliant system with a Year
2000 compliant system in calendar year 1999.
 
                                       32

<PAGE>
 
  The Company's primary business does not depend on material relationships with
third party vendors but utilizes third party vendors for a number of functions,
including its automated payroll functions, insurance and investment of pension
funds. The Company is initiating formal communications with third party
providers to determine the extent to which these third parties are moving
toward Year 2000 compliance. The Company also utilizes third party on-line
information services and the Internet to communicate and to retrieve
information about potential candidates and clients. Failure of these third
parties to have their systems Year 2000 compliant may have a material adverse
effect on the Company's operations.
 
  The following scenarios with respect to the Company's systems could occur:
(i) its software may not be Year 2000 compliant, (ii) integration of upgrades
may not be complete by the year 2000 and (iii) replacement of its non-compliant
systems may be complete by the year 2000 but not fully tested or monitored
prior to the year 2000 such that testing and monitoring will uncover problems
that the Company cannot remedy in a timely manner.
 
  Failure of search-related systems to be Year 2000 compliant might force the
Company to use different Year 2000 compliant systems to conduct searches and
might decrease productivity. Any failure of the Company's financial systems to
be Year 2000 compliant could hinder timely reporting of financial data and
processing of financial information as these functions would have to be
performed manually using non-networked computers. If any non-information
technology systems is not Year 2000 compliant, the Company will need to repair
or replace such systems. The Company believes that failure to be Year 2000
compliant will not have a significant impact on its human resource systems. The
Company's interruption or loss of information processing capabilities due to
Year 2000 issues could have a material adverse effect on the Company's
business, results of operations and financial condition.
 
  The Company expects to incur $500,000 in fiscal 1999 to resolve Year 2000
issues of which $30,000 was spent as of October 31, 1998. The Company has not
yet estimated all costs relating to the Year 2000 issues. The expenses to be
incurred on the Year 2000 issues are being funded through operating cash flows.
The costs relating to the Year 2000 issues and the date on which the Company
believes it will complete the Year 2000 modifications are based on management's
best estimates, which were derived utilizing numerous assumptions of future
events, including the continued availability of certain resources, third-party
modification plans and other factors. Actual results could differ materially
from those anticipated.
 
Quarterly Results
 
  The following table sets forth certain unaudited statement of operations data
for the quarters in fiscal 1997, 1998 and 1999. The unaudited quarterly
information has been prepared on the same basis as the annual financial
statements and, in management's opinion, includes all adjustments necessary to
present fairly the information for the quarters presented. Results for any
previous fiscal quarter are not necessarily indicative of results for the full
fiscal year or for any future fiscal quarter.
 

<TABLE>
<CAPTION>
                                                     Fiscal Quarters Ended,
                         ----------------------------------------------------------------------------------
                                      1997                            1998                    1999
                         ------------------------------- ------------------------------- ------------------
                         July 31 Oct. 31 Jan. 31 Apr. 30 July 31 Oct. 31 Jan. 31 Apr. 30 July 31    Oct. 31
                         ------- ------- ------- ------- ------- ------- ------- ------- -------    -------
                                                         (in thousands)
<S>                      <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>        <C>
Total revenues.......... $57,407 $68,331 $71,902 $74,921 $70,273 $76,862 $82,623 $85,267 $88,995    $94,767
Net revenues............  55,445  65,953  68,464  70,562  67,859  72,472  79,336  80,888  84,675     91,014
Operating profit........   4,149   5,287   5,169   5,960   4,094   4,230   5,091   4,775   4,389(1)   2,959 (1)
Net income (loss).......   1,495   2,343   2,354   2,807   1,112   1,326   1,587   1,219   1,519(1) $  (146)(1)
Net income per share
  Basic.................    0.07    0.11    0.11    0.13    0.05    0.06    0.07    0.05    0.06      (0.01)
  Diluted...............    0.06    0.10    0.10    0.12    0.05    0.06    0.07    0.05    0.05      (0.01)
</TABLE>

- --------
(1) For the fiscal quarters ended July 31, 1998 and October 31, 1998, operating
    losses generated by Futurestep were $2,483 and $4,579, respectively and net
    losses generated by Futurestep were $1,415 and $2,610, respectively.

                                       33

<PAGE>
 
Currency Market Risk
 
  Historically the Company has not experienced significant translation gains or
losses on transactions involving U.S. dollars and other currencies. This is
primarily due to natural hedges which are created by the utilization of cash
currencies for transactions denominated in the functional currency of the
country in which Korn/Ferry offices are located.
 
  Recently, some offices located outside the U.S. have generated cash which is
denominated in local currencies in amounts in excess of their current operating
needs; therefore, the Company intends to establish a formal hedging strategy to
be combined with the Company's tax planning strategy to allow optimal
remittances of cash denominated in local currencies and minimize risks that may
result from future changes in currency exchange rates.
 
Euro Conversion
 
  As of January 1, 1999, several member countries of the European Union
established fixed conversion rates among their existing local currencies, and
adopted the Euro as their new common legal currency. The Euro trades on
currency exchanges and the legacy currencies will remain legal tender in the
participating countries for a transition period which expires January 1, 2002.
 
  During the transition period, cashless payments can be made in the Euro, and
parties can elect to pay for goods and services and transact business using
either the Euro or a legacy currency. Between January 1, 2002 and July 1, 2002,
the participating countries will introduce Euro notes and coins and withdraw
all legacy currencies so that they will no longer be available.
 
  Korn/Ferry intends to assess its information technology systems to determine
whether they allow for transactions to take place in both the legacy currencies
and the Euro and accommodate the eventual elimination of the legacy currencies.
The Company's currency risk may be reduced as the legacy currencies are
converted to the Euro. Accounting, tax and governmental legal and regulatory
guidance generally has not been provided in final form and the Company will
continue to evaluate issues involving introduction of the Euro throughout the
transition period.
 
Recently Issued Accounting Standards
 
  During 1997, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 131, "Disclosures
about Segments of an Enterprise and Related Information," which requires
companies to report financial and descriptive information about its reportable
operating segments in the interim and annual financial statements. It is
effective for annual periods beginning after December 15, 1997 and will be
adopted by the Company in fiscal 1999. It is not expected that the adoption of
this standard will have any impact on the consolidated financial statements but
may require additional footnote disclosure.
 
  During 1998, the FASB issued SFAS No. 132, "Employers' Disclosures about
Pensions and Other Postretirement Benefits an amendment to FASB Statements No.
87, 88 and 106," which revises employers' disclosure requirements for pension
and other postretirement plans. It does not change the measurement or
recognition of costs and benefits provided by those plans. The standard is
effective for fiscal years beginning after December 15, 1997, although earlier
application is encouraged. Disclosures for earlier periods have been restated
for comparative purposes. Adoption of this pronouncement is reflected in the
accompanying consolidated financial statements (See Note 8).
 
  During 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities," which establishes new standards for
reporting derivative and hedging information. The standard is effective for
periods beginning after June 15, 1999 and will be adopted by the Company as of
May 1, 2000. It is not expected that the adoption of this standard will have
any impact on the consolidated financial statements nor require additional
footnote disclosure since the Company does not currently utilize derivative
instruments or participate in structured hedging activities.
 
                                       34

<PAGE>
 

 
                                  BUSINESS
 
General
 
  Korn/Ferry International is the world's largest executive search firm and
has the broadest global presence in the executive search industry with 384
consultants based in 71 offices across 41 countries. The Company's global
reputation, strong client relationships, senior-level search expertise,
innovation and technological focus provide Korn/Ferry with distinct
competitive advantages. The Company believes it has ranked first in revenues
in the executive search industry since 1980 based on information provided by
Kennedy Information, a leading information provider on the industry, and the
Company's knowledge and experience in the industry. Since fiscal 1994, the
Company has generated compound annual revenue growth of 22%. In fiscal 1998,
the Company had total revenues of $315.0 million and net income of $5.2
million and performed over 5,870 assignments for more than 3,750 clients,
including approximately 43% of the Fortune 500. Korn/Ferry's clients are many
of the world's largest and most prestigious public and private companies,
middle-market and emerging growth companies as well as governmental and not-
for-profit organizations. The Company's clients include Atlantic Richfield
Company, Chase Manhattan Corporation, Cemex, S.A., Diageo plc, Ford Motor
Company, General Electric Company, Lucent Technologies Incorporated, Monsanto
Company and United Technologies Corporation. Almost half of the searches
performed by the Company in fiscal 1998 were for board level, chief executive
and other senior executive officer positions. The Company has established
strong client loyalty; more than 80% of the search assignments it performed in
fiscal 1998 were on behalf of clients for which it had conducted multiple
assignments over the last three fiscal years.
   
  The Company believes it is an innovator in the executive search industry and
forward-thinking in addressing the fundamental transformation of the
marketplace caused by the combined impact of advanced technology and the
Internet. In anticipation of these changing industry dynamics, and in response
to clients' demand for middle-management recruitment services, the Company
recently established Futurestep, its Internet-based search service. Futurestep
combines Korn/Ferry's search expertise with exclusive candidate assessment
tools and the reach of the Internet to accelerate the recruitment of
candidates for middle-management positions. Following Futurestep's
introduction in southern California and selected North American markets
beginning in May 1998, approximately 122,900 candidates worldwide have
completed a detailed on-line profile with Futurestep and approximately 201,500
candidates have completed an initial registration. The Company and Futurestep
have entered into a contract for an exclusive alliance with The Wall Street
Journal, the first of its kind in the executive search industry. The contract
with The Wall Street Journal provides the Company with preferred advertising
rates, requires the purchase by Futurestep of a minimum amount of print and
on-line advertising and permits the use of The Wall Street Journal name in
connection with promotion of the Futurestep service. The Company believes its
investments in technology-based recruitment will enable it to expand its share
of the middle-management recruitment market and to strengthen its leading
industry position as new methodologies begin to be utilized in senior-level
search.     
 
  Korn/Ferry is also an established source of management research. For
example, the Company's Annual Board of Directors Survey of the Fortune 1000,
now in its 25th year, reports on the structure, policy and trends in America's
corporate boardrooms and is recognized as one of the most comprehensive, long-
term studies of boards available. The Company publishes similar surveys
covering Australasia and Europe.
 
Executive Search Industry
 
 Overview
 
  According to Kennedy Information, worldwide executive search industry
revenue grew at a 20% compound annual growth rate, from approximately $3.5
billion in 1993 to $7.3 billion in 1997. The executive search industry is
separated into two distinct markets: retained search firms and contingency
search firms.
 
  Retained search firms generally concentrate on searches for positions with
annual compensation of $150,000 or more for large public and private
corporations, government agencies, educational organizations and high
 
                                      35

<PAGE>
 
growth start-up companies. Retained search firms also have the capability to
provide their clients with local and international knowledge of the managerial
market within their client's industry, as well as a sophisticated network of
relevant industry contacts. Retained search firms typically charge a fee for
their services equal to approximately one-third of the annual cash
compensation for the position being filled and bill for their services in
three installments irrespective of whether a position has been filled.
 
  Contingency search firms generally concentrate on searches for positions
with annual compensation of $150,000 or less. These firms are most commonly
hired to fill middle and lower management positions of small to medium-sized
companies. Unlike retained search firms, contingency search firms are
compensated only when a position is filled. Accordingly, revenues generated by
a contingency search firm typically are more volatile than revenues generated
by a retained search firm. For this reason, contingency search firms often
cannot invest as many resources as retained search firms in a search
assignment. Contingency search firms typically charge a fee for their services
equal to approximately one-third of the annual cash compensation for the
position being filled.
 
  The executive search industry is highly fragmented, consisting of
approximately 4,000 retained and contingency search firms in 1997. According
to Kennedy Information, the ten largest retained search firms accounted for
only 11% of the global search industry in 1997. In 1997, more than 80% of
retained search firms and approximately 90% of contingency search firms
generated less than $2 million each in annual revenues.
 
 Industry Trends
 
  The Company believes that a number of favorable trends will contribute to
the continued growth of the executive search industry, including: (i) the
globalization of business; (ii) the demand for managers with broader skills;
(iii) the increasing outsourcing of recruitment functions; and (iv) the use of
advanced technology to accelerate the identification and assessment of
candidates. The Company believes it is well positioned relative to these key
industry trends.
 
  Globalization of Business. As the world markets continue to integrate into
one global economy, more companies are required to supplement internal talent
with experienced senior executives who can operate effectively in a global
economy. The rapidly changing and competitive environment increasingly
challenges multinational and local companies to identify qualified executives
with the right combination of skills, experience and cultural compatibility.
This globalization of business, including the expansion in new markets, has
led companies to look beyond their particular region for management talent and
to identify local executives in the regions where they are doing business.
 
  Korn/Ferry's Position. With 71 offices in 41 countries, the Company is well
positioned to benefit from the growing management demands of companies
worldwide. To address its clients' global needs, the Company has opened 14 new
offices in the last three fiscal years, including those in Athens, Austin,
Copenhagen, Istanbul, Lima, Philadelphia, Rio de Janeiro, Seoul, Shanghai,
Tysons Corner (Virginia) and Wellington (New Zealand). By leveraging its
knowledge of the growing pool of local talent in each of the regions in which
it operates, the Company is able to identify and place qualified candidates
capable of effectively adapting to the local culture and successfully
furthering the client's objectives. In addition, with the geographic expansion
of advertised recruitment and Futurestep, the Company is leveraging its global
network and search capabilities to meet the management recruitment needs of
existing and potential clients.
 
  Demand for Managers with Broader Qualifications. The Company's recent global
study, Developing Leadership for the 21st Century, indicates that companies
are seeking broader qualifications for executive positions. In many instances,
these candidates cannot be found within a client's organization despite
training, rotation programs and succession planning. Thus, the Company expects
that the executive search business will continue to grow as companies
increasingly turn to executive search firms to identify qualified executives.
 
                                      36

<PAGE>
 
  Korn/Ferry's Position. To address client demand for managers with broader
qualifications, the Company employs an integrated team approach to complete
its searches. For each assignment, the Company is able to draw on its
consultants' expertise in specific regions, industries and functions. The
Company's specialty practice groups include advanced technology, consumer,
energy, entertainment, fashion/retail, financial services, healthcare,
industrial, not-for-profit/associations/education and professional services.
Certain consultants also have in-depth expertise in searches for functional
positions, such as members of boards of directors, chief executive officers,
chief financial officers and chief information officers.
 
  Increasing Outsourcing of Recruitment Functions. Recent economic factors are
requiring companies to focus on core competencies and to outsource recruitment
functions to providers, such as Korn/Ferry, who can efficiently provide high
quality recruitment services. Moreover, the trend towards globalization and
the current shortage of qualified management-level candidates have made
identifying and recruiting exceptional candidates more difficult. Companies
are increasingly relying on experienced global executive search firms to
address their management recruitment needs. By hiring executive search firms,
companies can expect to: (i) access a diverse and highly qualified field of
candidates on an as-needed basis; (ii) reduce the costs required to maintain
and train a recruiting department in a rapidly changing industry; (iii)
benefit from the most updated information on the industry and specific
geographic markets; (iv) access leading search technology and software; and
(v) maintain management focus on strategic business issues.
 
  Korn/Ferry's Position. The Company believes that its reputation, leading
global presence, strong client relationships, extensive senior-level search
expertise, innovation and technological focus position the Company well to
benefit from the growth in outsourcing of recruitment functions. In addition,
by providing senior-level to middle-management search services, the Company
seeks to become a preferred provider of recruitment services for its clients
across all levels of management. This goal is consistent with many clients'
desire to reduce the number of vendors they have and to deepen relations with
their preferred vendors. In order to serve its clients' global management
search needs, the Company maintains one of the largest, most diverse and
technologically innovative global databases of highly qualified candidates and
provides geographic, industry and functional expertise.
 
  Use of Advanced Technology. Technology is having an increasing impact on the
search industry. Global systems and the ability to create comprehensive
worldwide databases are fundamentally changing the search process and moving
the emphasis of the search business from candidate identification to candidate
assessment and placement. In addition, the Internet is creating efficient ways
to identify and recruit from the broad middle-management market, with Internet
technology expected to have applicability to senior-level searches in the near
future. At the same time, new barriers to entry into the executive search
industry are being created as these investments in information technology
become critical to serve clients' needs globally.
 
  Korn/Ferry's Position. Korn/Ferry has developed a state-of-the-art
technology infrastructure, including a worldwide networked system and its
proprietary software, Searcher, to increase the speed and quality of its
service to its clients around the world. The Company's worldwide databases
contain the profiles of over 1,000,000 executives and over 300,000 companies,
allowing consultants to access a wide range of potential candidates globally.
To capture the potential of the Internet, Korn/Ferry introduced Futurestep,
which combines the reach of the Internet with the Company's search expertise
and exclusive candidate assessment tools to evaluate and recruit executives
for middle-management positions. Through Futurestep, the Company seeks to pre-
build and update a large candidate inventory and thereby reduce the time
required to perform a search. In addition, Futurestep's assessment tools can
quickly and accurately evaluate a candidate's credentials and likelihood of
integrating into a client's culture. The Company believes that many of
Futurestep's assessment tools and Internet applications will have
applicability to its senior-level search services.
 
Growth Strategy
 
  Korn/Ferry's objective is to expand its leadership position as a preferred
global executive search firm by offering a broad range of solutions to address
its clients' management recruitment needs. The principal elements
 
                                      37

<PAGE>
 
of the Company's strategy include: (i) leverage leadership in senior-level
search; (ii) expand into the middle-management market; (iii) pursue strategic
acquisitions; (iv) reinforce technological leadership; and (v) add new
complementary services.
 
 Leverage Leadership in Senior-Level Search
 
  The Company's leadership in senior-level search enables it to grow its
business by increasing the number of search assignments it handles for existing
clients. The Company also believes that there are significant opportunities to
develop new clients by aggressively marketing its proven global search
expertise. The Company has adopted a structured approach to develop and build
relationships with new and existing clients. Through its ten specialty practice
groups and broad global presence, the Company maintains an in-depth
understanding of the market conditions and strategic and management issues
facing clients. Annually, the Company's regions, offices, individual
consultants and specialty practice groups identify existing and prospective
clients with substantial recurring needs for executive search services. The
Company assembles teams of search consultants based on geographic, industry and
functional expertise to focus on these accounts. The Company has also developed
a number of major relationships with prestigious multinational companies and,
in fiscal 1998, completed an average of 34 search assignments each for 20 major
long-standing accounts.
 
 Expand into the Middle-Management Market
 
  In response to the growing client demand for middle-management recruitment,
the Company is expanding its services to address this market. With its strong
senior-level client relationships, advertised recruitment services and
Futurestep, Korn/Ferry is well positioned to meet its clients' middle-
management recruitment needs effectively and efficiently. By moving
aggressively into this segment of the market, the Company believes it can
strengthen its relationships with its existing clients, develop new clients and
gain a competitive advantage in marketing complementary services.
 
 Pursue Strategic Acquisitions
 
  The Company will continue to make selected acquisitions that support its
growth strategy, enhance its presence in key markets or otherwise complement
its competitive strengths. According to Kennedy Information, the executive
search industry is highly fragmented and consists of approximately 4,000 firms,
the ten largest of which accounted for only 11% of the global executive search
industry revenues in 1997. As the largest global executive search firm, the
Company believes it has the resources to be one of the leaders in consolidation
within the highly fragmented search industry. The Company frequently evaluates
opportunities to expand its business through acquisitions, and from time to
time, the Company engages in discussions with potential targets. Since fiscal
1993, the Company has completed six acquisitions, including recent acquisitions
in France and Switzerland. The Company views strategic acquisitions as a key
component of its long term growth strategy and intends to seek to accelerate
its pace of acquisitions to the extent appropriate opportunities become
available.
 
 Reinforce Technological Focus
 
  The Company has invested more than $25 million over the past two fiscal years
in the development of an advanced global technology infrastructure to increase
the speed and quality of service to its clients. The Company's systems
represent a strong competitive advantage, allowing its consultants to access
information and communicate effectively with each other. As the executive
search industry continues to grow and as more clients seek the assistance of
search firms to fill middle-management positions, an advanced technology
infrastructure has become an indispensable element of the search business.
 
 Add New Complementary Services
 
  The Company seeks to add new complementary services in response to specific
client needs. For example, the Company developed Futurestep and has expanded
its advertised recruitment services to address its clients'
 
                                       38

<PAGE>
 
growing demand for effective middle-management recruitment. In addition, the
Company is exploring complementary business opportunities, which could include
recruitment outsourcing and human resources consulting. As attractive business
opportunities are identified, the Company may capitalize on these opportunities
through internal development, joint ventures or selected acquisitions.
 
Services
 
 Overview
 
  Korn/Ferry provides executive search services exclusively on a retained basis
and addresses the global recruitment needs of its clients at all levels of
management. The Company offers the following three primary services: (i)
senior-level search; (ii) advertised recruitment search; and (iii) Internet-
based search.
 
 Senior-Level Search Services
 
  The Company's search services are typically used to fill senior-level
positions, such as boards of directors, chief executive officers and other
senior executive officers. Once the Company is retained by a client to conduct
an executive search, the Company assembles a team comprised of consultants with
geographic, industry and functional expertise. Korn/Ferry's search consultants
serve as management advisors and work closely with the client in identifying,
assessing and placing a qualified candidate. In fiscal 1998, the Company
performed over 5,400 senior-level search assignments.
 
  The Company uses a search methodology that has been developed through many
years of experience in senior-level search. The Company emphasizes a close
working relationship with the client and a comprehensive understanding of the
client's business issues, strategy and culture, as well as an in-depth
knowledge of the skills necessary to succeed within a client's organization.
Initially, the search team consults with the client to better understand its
history, culture, structure, expectations, challenges, future directions and
operations. In these meetings, the team identifies the specific needs of the
client and develops a profile of an ideal candidate for the position. Early in
the process, the team also works with the client to develop the general
parameters of a compensation package that will attract high quality candidates.
 
  Once the position is defined, the research team identifies, through the use
of the Company's proprietary databases and a number of key technology-based
information sources, companies that are in related industries facing similar
challenges and issues and that possess operating characteristics similar to
those of the client. In addition, the team consults with its established
network of sources to help identify individuals with the right backgrounds and
personal abilities. These sources are a critical element in assessing the
marketplace. The original list of candidates is carefully screened through
phone interviews, video conferences or in-person meetings with the candidates.
The client is then presented with four to five qualified candidates to
interview. The Company, sometimes with the assistance of an independent third
party, conducts reference checks throughout the process.
 
  Usually, the finalists meet with the client for a second and possibly a third
round of discussions. At this point, the compensation package for each will
have been discussed in detail so that there is confidence that offers will be
accepted. Generally, the search consultants will participate in the
negotiations until a final offer is made and accepted. Throughout the process,
ongoing communication with the client is critical to keep client management
apprised of progress.
 
  Every search that the Company performs is backed by a one-year guarantee. If
the executive who has been recruited does not perform satisfactorily and ceases
to be employed by the client within one year, the Company will repeat the
search for no additional fee.
 
 Advertised Recruitment Search Services
 
  The Company's advertised recruitment search service uses print advertising in
targeted publications to attract the most qualified candidates for management
positions at all levels. Advertised recruitment search is
 
                                       39

<PAGE>
 
appropriate when clients seek numerous qualified candidates from a broad
universe of industries. The Company introduced its advertised recruitment
search service in 1991, and currently offers it in 16 offices in Europe,
Asia/Pacific and Latin America. In fiscal 1998, advertised recruitment was used
for approximately 455 search assignments. The Company believes there are
opportunities to expand the use of advertised recruitment in the U.S. and
launched this service in the U.S., through Futurestep, in August 1998.
 
  At the beginning of each advertised recruitment search engagement, teams
comprised of consultants with specialized expertise in the appropriate industry
and function gather information on the client's business, culture and the open
position. The team creates the advertising campaign and advises the client on
the most appropriate media for the campaign. Once the advertisement is
finalized and published, the team reviews and screens all resumes received by
the client and interviews qualified candidates. Based on these interviews and
feedback from both the client and the candidates, the team produces a short
list of top candidates for the client and prepares and assembles detailed
profiles and evaluation reports on each candidate. Consultants will advise and
consult with clients throughout the negotiation process and provide input on
competitive salary packages. Finally, the consultants will conduct final
reference checks and follow up with both the client and the candidate to ensure
a smooth transition of the hired candidate into the client's organization.
 
 Internet-Based Search Services
 
  Futurestep, operated through a subsidiary of the Company, combines the
Company's extensive senior-level search expertise with exclusive candidate
assessment tools and the reach of the Internet to recruit candidates for
middle-management positions. Futurestep is fundamentally different from other
Internet-based job placement services, which do not employ Futurestep's
sophisticated filtering process or permit search professionals to interact with
candidates and clients.
 
  Futurestep recognizes that loss in productivity as a result of middle-
management vacancies is significant. By pre-building an inventory of qualified
candidates prior to receiving a client assignment and by keeping that inventory
current, Futurestep can quickly generate a select list of candidates, which
should significantly reduce search cycle time. Futurestep's goal is to produce
three candidates and one quality hire for the client within thirty days.
 
  To register with Futurestep, candidates complete an on-line assessment
profile that details their work history, management experience, preferred
career path and management style. The assessment tools, which Futurestep has
licensed on an exclusive basis for executive search, have been validated by a
cross-section of senior managers over ten years and give reliable feedback on
decision-making style, communication style, cultural preferences and career and
personal motivation. Futurestep clients complete a similar profile to determine
company culture and the type of manager who will succeed in the open position.
The Company believes that cultural compatibility is critical to the successful
placement of a candidate and that these proprietary tools may have
applicability to other areas of executive search. To encourage candidates to
register with Futurestep, Futurestep provides career management feedback on a
candidate's salary potential, leadership skills, the industries and functions
for which the candidate is most qualified and the most compatible corporate
culture.
 
  When Futurestep receives a search assignment from a client, a preliminary
list of candidates is selected from the Futurestep database and the most
qualified are called by a Futurestep search consultant for further evaluation.
The consultant schedules a 45-minute to one-hour video interview with selected
candidates. The consultant then identifies the top candidates and provides the
client with excerpts of the video-taped interviews and other background
information for comparison. The Futurestep consultant typically organizes the
client/candidate interviews, and advises and consults throughout the
negotiation process to structure the final offer package and position
responsibilities.
 
  Confidentiality for both candidates and clients is paramount. When candidates
register with Futurestep, they do not know who the Futurestep clients are or
which positions are available. Companies do not have access to candidate
information until a candidate gives explicit permission to release the
information to the client when contacted by a Futurestep consultant.
 
                                       40

<PAGE>
 
   
  On June 8, 1999, the Company and Futurestep entered into a three-year
contract for an exclusive alliance with The Wall Street Journal, which provides
the Company with preferred advertising rates, requires the purchase by
Futurestep of a minimum amount of print and on-line advertising and permits the
use of The Wall Street Journal name in connection with promotion of the
Futurestep service. After the first anniversary of the contract, the Company
estimates that it will have minimum payment obligations for the remaining two
years of the initial term of the contract of approximately $5 million. The
contract with The Wall Street Journal has an initial term through June 2001
with options for renewal and is the first of its kind in the executive search
industry. The Wall Street Journal is obligated under the contract to use its
best efforts to offer each employer which advertises positions in The Wall
Street Journal the option of retaining Futurestep for services ranging from
resume evaluation to complete management of the employer's recruitment process
for the advertised positions. In addition, The Wall Street Journal must provide
a direct link to Futurestep's website from The Wall Street Journal's careers
website.     
   
  The contract permits Futurestep to provide Futurestep registered candidates
with access to career-management advice through direct links from Futurestep's
website to The Wall Street Journal's website and obligates Futurestep to pay to
The Wall Street Journal a placement fee for each employer and candidate
referred to Futurestep by The Wall Street Journal. The Company, Futurestep and
The Wall Street Journal have agreed not to promote competing services during
the term of the contract.     
 
Organization
 
 Global Presence
 
  The Company has 71 offices across 41 countries, organized into the following
regions: North America, Europe, Asia/Pacific and Latin America. The Company's
offices are staffed with consultants who possess an understanding of the local
market, culture and management resources along with knowledge of the global
issues facing clients.
 
  The following table provides information relating to each region:
 

<TABLE>
<CAPTION>
                                                                     Fiscal 1998
                                        Fiscal 1998     Number of      Average
                                          Revenues    Offices as of   Number of
   Region                               (in millions) April 30, 1998 Consultants
   ------                               ------------  -------------- -----------
   <S>                                  <C>           <C>            <C>
   North America.......................    $162.6           20           175
   Europe..............................      86.2           28           108
   Asia/Pacific........................      34.8           14            46
   Latin America.......................      31.4            9            28
</TABLE>

 
  North America. The Company opened its first office in Los Angeles in 1969,
and currently has 20 offices throughout the U.S. and Canada. The North America
region has grown from $75.8 million in revenues in fiscal 1994 to $162.6
million in fiscal 1998. The Company has been ranked first among Hunt-Scanlon's
top North American executive search firms since the statistics were first
published in 1990. In fiscal 1998, the Company handled over 2,100 assignments
in this region, with an average number of 175 consultants, including 120 vice
presidents. In fiscal 1998, the firm opened new offices in Austin and Tysons
Corner to focus on the high-growth companies located in these areas.
 
  Europe. The Company opened its first European office in London in 1972 and
currently has 28 offices throughout 22 countries in the region. The region has
grown from $37.9 million in revenues in fiscal 1994 to $86.2 million in fiscal
1998. The Company handled over 2,000 assignments in fiscal 1998 in this region,
with an average number of 108 consultants, including 72 vice presidents. In
fiscal 1998, the region added new offices in Helsinki and Copenhagen. In fiscal
1999, the Company acquired a French firm and two Swiss firms, enhancing
Korn/Ferry's market position in France and Switzerland, respectively.
 
                                       41

<PAGE>
 
  Asia/Pacific. The Company opened its first Asia/Pacific office in Tokyo in
1973, and has built a 14-office network throughout 10 countries in the region,
including the opening in fiscal 1997 of five new offices. The region has grown
from $13.9 million in revenues in fiscal 1994 to $34.8 million in fiscal 1998.
The Company handled over 750 assignments in fiscal 1998 in this region, with
an average number of 46 consultants, including 30 vice presidents. The latest
Economist Intelligence Unit report on Executive Search in Asia and Australia
describes Korn/Ferry as the leading executive search firm in the region.
 
  Latin America. The Company opened its first Latin American office in Brazil
in 1974, expanded its practice in Latin America through its 1977 acquisition
of a 49% interest in Hazzard & Associates, and currently conducts its
operations in Mexico through three subsidiaries in which the Company holds a
controlling minority interest. As of April 30, 1998, the Company operated a
network of nine offices in seven countries covering the entire region. The
region has grown from $16.0 million in revenues in fiscal 1994 to $31.4
million in fiscal 1998. The Company handled over 930 assignments in fiscal
1998 in this region, with an average number of 28 consultants, including 17
vice presidents. In fiscal 1998, the Company opened a new office in Rio de
Janeiro. According to the Economist Intelligence Unit's latest report on
Executive Search in the Americas, Korn/Ferry dominates the executive search
market in Latin America.
 
 Industry Specialization
 
  In 1970, the Company was one of the first executive search firm to establish
specialty practices to serve specific industries and markets and has continued
to expand the range of its specialty practices. The specialty practices
consist of consultants throughout the regions with the knowledge and contacts
many have built during successful careers in the same industries and markets.
Consultants in the Company's ten specialty practice groups bring an in-depth
understanding of the market conditions and strategic and management issues
faced by clients within the specific industry. The Company plans to continue
to expand its specialized expertise through internal development, strategic
hiring in targeted growth areas and selected acquisitions.
 
       Percentage of Fiscal 1998 Assignments by Industry Specialization
 

<TABLE>
       <S>                                                                   <C>
       Financial Services................................................... 21%
       Industrial........................................................... 15%
       Advanced Technology.................................................. 15%
       Consumer............................................................. 15%
       Healthcare........................................................... 11%
       Professional Services................................................  7%
       Fashion/Retail.......................................................  6%
       Not-for-Profit/Associations/Education................................  4%
       Energy...............................................................  3%
       Entertainment........................................................  3%
</TABLE>

 
                                      42

<PAGE>

 Functional Expertise
 
  The Company has organized centers of functional expertise, made up of
consultants who have extensive backgrounds in placing executives in certain
functions, such as boards of directors, chief executive officers and other
senior executive and financial officers. The Company's board services
practice, for example, was first established in 1972 to help clients assemble
an effective, knowledgeable and cohesive board of directors to meet the
growing demands for accountability and more effective board performance. The
shortage of experienced directors, the tightening of governance policies and
the desire on the part of companies to broaden their board bases are making it
more difficult to identify and recruit directors with the needed skills. The
Company has established significant expertise in this area and has built a
proprietary database with the names and backgrounds of all the Fortune 1000
directors, plus a significant number of middle-market and high-growth company
board members, to help support board searches. Members of functional groups
are located throughout the Company's regions and across its specialty practice
groups.
 
         Percentage of Fiscal 1998 Assignments by Functional Expertise
 

<TABLE>
       <S>                                                                   <C>
       Board Level/CEO/Senior Executive and Financial Management............ 44%
       Marketing and Sales.................................................. 25%
       Finance and Control.................................................. 11%
       Manufacturing/Engineering/Research and Development/Technology........  9%
       Human Resources and Administration...................................  7%
       Information Systems..................................................  4%
</TABLE>

 
Marketing
 
  As the world's largest executive search firm, the Korn/Ferry International
brand name is widely recognized at the senior executive level. The Company has
traditionally marketed its services through its offices, regions and specialty
practices. Futurestep markets its services to existing and prospective
Korn/Ferry clients as well as through its alliance with The Wall Street
Journal. To support Futurestep, which requires extensive marketing to attract
qualified candidates to register in its database, the Company has launched a
major campaign in Atlanta, Boston, California, New York City, Philadelphia,
Princeton, Stamford, Tysons Corner and Washington D.C., including print,
radio, television and on-line advertising and direct mail. The Company intends
to replicate this campaign in other locations as Futurestep expands
geographically.
 
  The managers of the Company's offices, regions and specialty practices are
responsible for profitability, with their compensation tied to meeting
budgetary goals. Since one of the best marketing tools in a consultative
business like executive search is referral, these managers are also
accountable for maintaining the quality of the service to clients by making
sure that each assignment meets the standards and practices set by the
Company. Repeat business and referrals from satisfied clients and candidates
are one of the primary sources of new business.
 
  Consultants are also visible and active in their local communities and in
key trade and business associations. The Company has implemented an aggressive
global business development strategy. Specialty practice groups, regions,
offices and individual consultants identify existing and prospective clients
with substantial recurring search needs. Teams, representing local market,
industry and functional expertise, are charged with creating and implementing
strategies for developing business with targeted companies and organizations.
 
  The Company develops a large number of proprietary research reports in
conjunction with leading universities and prestigious research institutions.
These reports deal in-depth with a wide array of issues from corporate
governance to global leadership to provide clients with thoughtful,
provocative material that identifies current trends and permits clients to
benchmark their practices against those of other companies. The Company also
promotes its understanding of the industry, business and management challenges
facing companies today by
 
                                      43

<PAGE>

sponsoring major conferences and forums, speeches and presentations before
major industry and management groups, roundtable discussions that bring senior
executives together to focus on issues of interest, mailings of its studies
and reports to selected companies and interviews with the major business and
trade publications.
 
  Executive search firms frequently refrain from recruiting employees of a
client and possibly client divisions and affiliations for a specified period
of time, typically extending for one to two years following the last
assignment performed. The Company carefully manages the off-limits conditions
to which it may agree with any client, limits the number of off-limits global
agreements to a few major account relationships, and carefully defines the
scope of any such agreement. Over the past few years, the executive recruiting
profession as a whole has been narrowing the scope and shortening the
timeframe of these agreements. See "Risk Factors--Off-Limits Agreements."
 
Professional Staff
 
  As of April 30, 1998, the Company had 263 vice presidents, 121 principals,
226 senior associates and associates and 195 researchers. The Company believes
the high caliber, extensive experience and motivation of its professionals are
critical factors to its success. A large number of Korn/Ferry's consultants
(vice presidents and principals) have advanced graduate degrees and, on
average, the Company's consultants have seven years' experience with the
Company, 12 years in the search industry and 13 years in other industries. The
Company further believes it has been able to attract and retain some of the
most productive search consultants (vice presidents and principals) as a
result of its reputation, history of consultant equity ownership and its
performance-based compensation program. For a discussion of ownership of
Common Stock by, and compensation of, such consultants, see "Management's
Discussion and Analysis of Financial Condition and Results of Operations--
Overview" and "Management--Liquidity Schedule."
 
  Senior associates, associates and researchers support the efforts of the
vice presidents and principals with candidate sourcing and identification, but
do not generally lead an assignment. The Company has training and professional
development programs and a high rate of internal promotions. Over the past
three fiscal years, 55 associates have been promoted to principal and 68
principals have become vice presidents. Promotion to vice president is based
on a variety of factors, including demonstrated superior execution and
business development skills, the ability to identify solutions to complex
issues, personal and professional ethics, a thorough understanding of the
market, how to retain clients and how to develop repeat business, and the
ability to help build effective teams. In addition, the Company has a program
of recruiting experienced professionals into the Company. In fiscal 1998, the
Company hired 27 vice presidents and 38 principals, most with either previous
search backgrounds or strong specialty expertise.
 
  The Company has not been a party to a collective bargaining agreement and
considers relations with its employees to be good.
 
Competition
 
  Korn/Ferry International is the largest executive search firm in the world.
Other large executive search firms include Heidrick & Struggles International,
Inc., SpencerStuart & Associates, Russell Reynolds Associates and Egon Zehnder
International. These firms are the Company's primary competitors, although the
Company and each of these firms also competes against smaller firms that
specialize in specific regional, industry or functional searches. Korn/Ferry
believes its brand name, global network, prestigious client list, strong
specialty practices and quality of service are widely recognized worldwide.
 
  Korn/Ferry competes for executive search business in four major geographic
markets: North America, Europe, Asia/Pacific and Latin America. According to
industry sources, Korn/Ferry ranked first in revenues in North America, Latin
America, and the Asia/Pacific region and is ranked third in Europe. In North
America, in addition to competition from other multinational executive search
firms, such as Heidrick & Struggles International, Inc., SpencerStuart &
Associates and Russell Reynolds Associates, Korn/Ferry faces competition
 
                                      44

<PAGE>
 
from boutique firms focusing on executive search assignments in particular
industries. In Europe, Korn/Ferry competes primarily with the European
affiliate of Heidrick & Struggles International, Inc. and the local offices of
Egon Zehnder International, in addition to local firms specializing in their
regions. In the Asia/Pacific region, most of Korn/Ferry's competition is
provided by five major executive search firms, including Egon Zehnder
International and Russell Reynolds Associates. In Latin America, Korn/Ferry
competes principally with Egon Zehnder International, although other executive
search firms have recently expanded into the region.
 
  As a result of new market conditions affecting the executive search
industry, such as globalization and the increased use of advanced technology,
the Company believes its services are less susceptible to being characterized
as fungible than the services of its competitors. However, there can be no
assurance that prospective clients will perceive the advantages of the
Company's services and resources, and as competition increases among large
executive search firms, prospective clients may increasingly view executive
search services as fungible.
 
  The executive search industry is comprised of approximately 4,000 retained
and contingency search firms. According to Kennedy Information, the top ten
search firms represent only 11% of the industry. To date there have been few
barriers to entry in the executive search business, which explains in part the
highly fragmented nature of the industry. However, the globalization of world
economies, combined with the increased availability and application of
sophisticated technologies and comprehensive databases, will likely raise the
barriers to entry. The Company believes that the industry will experience
consolidation. New competitors, such as technology-oriented companies, will be
drawn to the executive search business by the growing worldwide demand for
qualified management employees, the fragmentation of the industry and the
ability to leverage their existing technology and databases to enter the
market. For example, TMP Worldwide Inc., which operates the Monster Board,
recently acquired two executive search firms.
 
Facilities
 
  The Company leases all of its 71 office locations. The Company believes that
its facilities are adequate for its current needs and that it will not have
difficulty leasing additional space to accommodate its anticipated future
needs.
 
Insurance
 
  The Company maintains insurance in amounts and with such coverages and
deductibles as it believes are appropriate and adequate. The principal risks
that the Company insures against are professional liability, worker's
compensation, personal injury, bodily injury, property damage and fidelity
losses. There can be no assurance that the Company's insurance will adequately
protect it from potential losses and liabilities. See "Risk Factors--
Employment Liability Risk."
 
Legal Proceedings
 
  The Company is currently not a party to any litigation the adverse
resolution of which, in management's opinion, would be likely to have a
material adverse effect on the Company's business, financial position or
results of operations. However, from time to time the Company has been and is
involved in litigation incidental to its business.
 
                                      45

<PAGE>
 

                                  MANAGEMENT
 
Executive Officers and Directors
 
  The following table sets forth the executive officers, directors and key
employees of the Company.
 

<TABLE>   
<CAPTION>
   Name(1)                     Age(2)  Position
   -------                     ------  --------
   <C>                         <C>    <S>
   Richard M. Ferry(3)........  61     Chair of the Board
   Windle B. Priem(3).........  61     Chief Executive Officer, President and Director
   Peter L. Dunn(3)...........  53     Vice Chair, Corporate Secretary, General Counsel and Director
   Elizabeth S.C.S. Murray(3).  43     Chief Financial Officer, Treasurer and Executive Vice President
   Gary C. Hourihan...........  50     Executive Vice President--Organizational Development
   Man Jit Singh..............  42     Vice President and Chief Executive Officer of Korn/Ferry International Futurestep, Inc.
   Paul Buchanan-Barrow.......  53     Vice President and Director
   Timothy K. Friar...........  40     Vice President and Director
   Sakie Fukushima............  49     Vice President and Director
   Hans Jorda.................  41     Managing Director, Vice President and Director
   Scott E. Kingdom...........  39     Managing Director, Vice President and Director
   Raimondo Nider.............  58     Managing Director, Vice President and Director
   Manuel A. Papayanopulos....  53     Vice President and Director
   Michael A. Wellman.........  45     Managing Director, Vice President and Director
   Young Kuan-Sing............  50     Managing Director, Vice President and Director
</TABLE>
    
- --------
(1) The Board of Directors is divided into three classes. See "Description of
    Capital Stock--Certain Anti-Takeover Effects." Each director serves a
    three-year term and one class is elected each year by the Company's
    shareholders, commencing at the Company's annual shareholders meeting in
    1999. Directors hold office until their terms expire and their successors
    are elected and qualified. The terms of the current directors will expire
    as follows: Messrs. Dunn, Buchanan-Barrow, Jorda and Young, in 1999;
    Messrs. Priem, Nider, Papayanopulos and Wellman, in 2000; and Messrs.
    Ferry, Friar and Kingdom and Ms.  Fukushima, in 2001.
(2) As of January 19, 1999.
(3) Member of the Office of the Chief Executive.
       
  Richard M. Ferry is a founder of the Company and has been Chair of the Board
since 1991 and a member of the Office of the Chief Executive since July 1998.
Mr. Ferry served as Chief Executive Officer of the Company from May 1991 to
April 1997. He also serves on the Board of Directors of Avery Dennison Corp.,
Dole Food Company, Mrs. Fields' Original Cookies and Pacific Life Insurance
Company.
 
  Windle B. Priem has been Chief Executive Officer and President since
December 1998 and a member of the Office of the Chief Executive since July
1998. He has been a Director of the Company since 1993. From July 1998 to
December 1998, he was a Vice Chair and the Chief Operating Officer of the
Company. From 1996 to 1998 he was the President of the North America region.
Mr. Priem joined Korn/Ferry in 1976.
 
  Peter L. Dunn has been a Vice Chair since 1997 and a member of the Office of
the Chief Executive since July 1998. He has been a Director of the Company
since 1992 and serves as the Company's General Counsel and Corporate
Secretary. Mr. Dunn joined Korn/Ferry in 1980.
 
  Elizabeth S.C.S. Murray has been the Executive Vice President, Chief
Financial Officer, Treasurer and a member of the Office of the Chief Executive
since July 1998. In January 1998, she joined the Company as Vice President and
Chief Financial Officer and Treasurer. Prior to that, Ms. Murray served as
Executive Vice President
 
                                      46

<PAGE>
 
and Chief Financial Officer of Tycom Inc. from June 1997 to December 1997, and
from 1994 to June 1997 she was the Chief Financial Officer and Vice President
of Hughes Communications, Inc., a subsidiary of Hughes Electronics Corporation.
Prior to 1994, Ms. Murray served in various other positions in the worldwide
operations of Hughes Electronics Corporation, including Corporate Director of
Planning.
   
  Gary C. Hourihan was appointed Executive Vice President--Organizational
Development on January 14, 1999, effective January 25, 1999. As Executive Vice
President--Organizational Development, Mr. Hourihan will be responsible for all
human resource functions and assisting with mergers and acquisitions, among
other functions. Prior to joining the Company, Mr. Hourihan was co-founder,
Chairman, and Chief Executive Officer of SCA Consulting, L.L.C. ("SCA LLC"),
one of the leading executive compensation consulting firms in the U.S., where
he was employed from November 1984 until joining the Company.     
 
  Man Jit Singh has been a Vice President of the Company and President and
Chief Executive Officer of Futurestep since December 1997. Previously, he was a
principal of Sibson & Co. from 1996 to 1997, the Chief Executive Officer of
Talent Tree Staffing Services and sector director of BET plc from 1994 to 1996,
and Chief Executive Officer of The Cast Group AG from 1991 to 1994.
 
  Paul Buchanan-Barrow has been a Vice President since 1992 and a member of the
Board of Directors since 1994. He is currently responsible for the firm's
Business Strategy Group throughout Europe. Mr. Buchanan-Barrow joined
Korn/Ferry in 1992 and has twelve years of executive search experience.
 
  Timothy K. Friar has been a Vice President since 1995 and a member of the
Board of Directors since May 1998. Mr. Friar joined Korn/Ferry in 1993 as a
senior associate and has seven years of executive search experience.
 
  Sakie Fukushima has been a Vice President since 1993 and a member of the
Board of Directors since 1995. Ms. Fukushima joined Korn/Ferry in 1991 as a
principal and has seven years of executive search experience.
 
  Hans Jorda has been a Vice President since 1994 and a member of the Board of
Directors since 1996. He currently is the Managing Director for the Company's
Middle European Region, including Austria, Germany and Switzerland, a role he
assumed in 1996. From 1992 to 1994 he owned and managed the New Europe
Consulting Group, an executive search company that the Company acquired in
1994, and has 14 years of executive search experience.
 
  Scott E. Kingdom has been a Vice President since 1993, and a member of the
Board of Directors since May 1998. He has been the Managing Director of the
Chicago and Minneapolis offices since 1995. Mr. Kingdom joined Korn/Ferry in
1988 and has 16 years of executive search experience.
 
  Raimondo Nider has been a Vice President of the Company since 1989 and a
member of the Board of Directors since 1996. He has been the Managing Director
of Southern Europe since 1996. Mr. Nider joined Korn/Ferry in 1989 and has 23
years of executive search experience.
 
  Manuel A. Papayanopulos has been a Vice President since 1982 and a member of
the Board of Directors since 1997. Mr. Papayanopulos joined Korn/Ferry in 1982
and has 24 years of executive search experience.
 
  Michael A. Wellman has been a Vice President since 1992 and a member of the
Board of Directors since 1997. From 1995 to 1998 he was the Managing Director
of the New York office. Since July 1998, he has been Managing Director of the
Northeast Region of the Company (Toronto, Boston, Stamford, Princeton,
Philadelphia and New York). Mr. Wellman joined Korn/Ferry in 1992 and has 15
years of executive search experience.
 
  Young Kuan-Sing has been a Vice President since 1988 and a member of the
Board of Directors since 1996. He is currently the Managing Director for the
ASEAN sub-region within Asia/Pacific. Mr Young has served as a member of the
newly-formed Asia-Pacific Operating Group as well as the region's Business
Strategy Group since July 1998. From 1995 to 1998 he was responsible for East
Asia including China, Hong Kong, Thailand,
 
                                       47

<PAGE>
 
Malaysia, Singapore and Indonesia. Prior to that he was Office Manager for the
Singapore office. Mr. Young joined Korn/Ferry in 1982.
 
  The executive officers of the Company serve at the discretion of its Board of
Directors. Each director of the Company serves until such director's successor
is elected and qualified or until the director's death, retirement, resignation
or removal.
 
Board of Directors
   
  Upon consummation of the Offering, the Company will have twelve Directors,
all of whom are employees of the Company, and one vacancy on the Board of
Directors. The Company intends to replace two employee-directors and fill the
one vacancy with three independent directors within 30 days of the consummation
of the Offering. The Company's Board of Directors is divided into three classes
serving staggered terms of three years each, with approximately one-third of
the Company's Board of Directors being elected each year.     
 
Committees of the Board of Directors
 
  The Board of Directors (the "Board") has standing Audit, Compensation,
Executive and Nominating Committees.
 
  Audit Committee. After consummation of the Offering, the Board intends to
reconstitute its audit committee (the "Audit Committee") to be comprised of at
least two independent directors. The Audit Committee makes recommendations
concerning the engagement of independent public accountants, reviews the plans
and results of the audit engagement with the independent public accountants,
approves professional services provided by the independent public accountants,
reviews the independence of the independent public accountants, considers the
range of audit and non-audit fees and reviews the adequacy of the Company's
internal accounting controls. The Audit Committee is also available to receive
reports, suggestions, questions and recommendations from the independent public
accountants, the Chief Financial Officer and the General Counsel. It also
confers with those parties in order to assure the sufficiency and effectiveness
of the programs being followed by corporate officers in the area of compliance
with the law and conflicts of interest.
 
  Compensation Committee. After consummation of the Offering, the Board intends
to expand the membership of its compensation committee (the "Compensation
Committee") to be comprised of at least two independent directors. The
Compensation Committee determines the compensation of the Company's executive
officers and administers the Performance Award Plan. The current executive
officer salaries were set by the Board on May 1, 1998. The Compensation
Committee has the responsibility for the compensation of the senior executives
of the Company including salaries and benefits. The Compensation Committee also
reviews and makes recommendations to the Board with respect to the Company's
overall compensation program for directors and officers, including salaries,
employee benefit plans, stock options granted, equity incentive plans and
payment of bonuses. The composition of the current Compensation Committee was
established in May 1998.
 
  Executive Committee. The Executive Committee of the Board acts with all the
authority of the Board as to those decisions within the Board's purview, and
possesses all authority of the Board except as to those decisions requiring
approval also of the Company's shareholders.
 
  Nominating Committee. The nominating committee (the "Nominating Committee")
recommends criteria to the Board for the selection of candidates to serve on
the Board, evaluates all proposed candidates, recommends to the Board nominees
to fill vacancies on the Board, and prior to the annual meeting of shareholders
recommends to the Board a slate of nominees for election to the Board by the
shareholders of the Company at the annual meeting. The Nominating Committee
also seeks possible candidates for the Board and otherwise serves to aid in
attracting qualified candidates to the Board.
 
 
                                       48

<PAGE>
 
Director Compensation
   
  Following the Offering, the Company does not intend to pay additional
remuneration to employees who also serve as directors. The Company will
reimburse all directors for their out-of-pocket expenses incurred in
connection with their duties as directors. Non-employee directors will receive
an annual retainer of $25,000 in cash, an additional $4,000 for each committee
chair and up to $1,000 in cash for each regular or special meeting attended as
well as annual stock option grants under the Performance Award Plan. See "--
Benefit Plans--Performance Award Plan."     
 
Office of the Chief Executive
 
  In July 1998, the Company announced the formation of an Office of the Chief
Executive, which currently consists of Mr. Priem and three senior executive
officers, Messrs. Ferry and Dunn and Ms. Murray. Mr. Priem is Chief Executive
Officer and President of the Company. Mr. Ferry is Chair of the Board. Mr.
Dunn, Vice Chair, Corporate Secretary and General Counsel, is responsible for
the Company's Corporate Development Group including new business ventures,
such as Futurestep, and strategic planning, as well as having responsibility
for the Company's information technology and legal departments. Ms. Murray,
the Company's Chief Financial Officer and Treasurer, is also an Executive Vice
President and is responsible for the corporate treasury, corporate performance
standards, external reporting and information systems.
 
Compensation Decisions and Insider Participation
 
  In fiscal 1998, decisions concerning compensation of executive officers were
made by the Company's Senior Executive Compensation Committee, consisting of
Messrs. Buchanan-Barrow, as Chair, Edward Kelley, Nider, William Simon and
Priem, with Messrs. Ferry and Peter Mullin, a compensation consultant, serving
in advisory roles. The Senior Executive Compensation Committee will be
reorganized as the Compensation Committee upon consummation of the Offering,
review and approve the comprehensive compensation program for senior
executives of the Company and review the salaries of executive vice presidents
and senior vice presidents, subject to the ratification of the salary programs
established for the positions of Chair and the Chief Executive Officer by the
Board acting as a whole.
 
                                      49

<PAGE>
 

Executive Compensation
 
  The following table shows the compensation paid by the Company to the Chief
Executive Officer and each of the Company's other four most highly compensated
executive officers (collectively, the "Named Executive Officers"), all of whom
are members of the Office of the Chief Executive, with respect to the fiscal
year ended April 30, 1998.
 
        Summary Compensation Table For Fiscal Year Ended April 30, 1998
 

<TABLE>   
<CAPTION>
                                    Annual Compensation
                              -----------------------------------
     Name and Principal                              Other Annual  All Other
         Position(1)           Salary      Bonuses   Compensation Compensation
     ------------------       --------    ---------- ------------ ------------
<S>                           <C>         <C>        <C>          <C>
Richard M. Ferry............. $550,000    $1,375,000       --       $18,241(2)
 Chair of the Board
Michael D. Boxberger(3)......  525,000     1,312,500    30,112(4)    12,331(5)
 Former President and Chief
  Executive Officer
Windle B. Priem..............  410,000     1,150,000       --        12,331(5)
 Chief Executive Officer and
  President
Peter L. Dunn................  375,000       937,500       --        12,331(5)
 Vice Chair, Corporate
  Secretary and General
  Counsel
Elizabeth S.C.S. Murray(6)...   78,450(6)    175,000       --           379(7)
 Chief Financial Officer,
 Treasurer and Executive Vice
 President
</TABLE>
    
- --------
(1) As of December 23, 1998.
 
(2) Represents contributions of $10,961 to the executive's 401(k) plan and
    $7,280 paid by the Company for insurance premiums.
 
(3) Mr. Boxberger resigned his positions as President, Chief Executive
    Officer, Director and a member of the Office of the Chief Executive in
    December 1998. Mr. Priem was appointed the Chief Executive Officer and
    President in December 1998.
 
(4) Represents amounts reimbursed by the Company for payment of income taxes.
 
(5) Represents contributions of $10,961 to the executive's 401(k) plan and
    $1,370 paid by the Company for insurance premiums.
   
(6) Reflects compensation paid to Ms. Murray from January 1998, when she
    joined the Company, through April 30, 1998.     
   
(7) Represents $379 paid by the Company for insurance premiums.     
 
 Resignation of Michael D. Boxberger
 
  In December 1998, Michael D. Boxberger resigned from his positions as
President, Chief Executive Officer, Director and a member of the Office of the
Chief Executive of the Company. Mr. Boxberger will remain on the Company's
payroll until the earlier to occur of December 3, 1999 or commencement of new
employment. Mr. Boxberger and the Company have entered into the Settlement
Agreement under which Mr. Boxberger will receive approximately $1.4 million
payable over a 12-month period. While on the Company's payroll, Mr. Boxberger
will continue to receive reimbursement for reasonable expenses, including
office and secretarial support as well as medical and other benefits.
 
  At the time of his resignation, Mr. Boxberger owned 393,256 shares of Common
Stock. The Company will repurchase 228,088 of those shares at book value
pursuant to a Stock Repurchase Agreement between Mr. Boxberger and the
Company. Mr. Boxberger may retain the remaining 165,168 such shares with the
right to sell such shares in accordance with the Liquidity Schedule. (See Note
4).
 
  Mr. Boxberger has loans outstanding with the Company which, as of December
3, 1998, amounted to an aggregate principal amount of $99,989. Such loans will
be repaid by Mr. Boxberger in full by October 31, 1999.
 
                                      50

<PAGE>
 
In addition, Mr. Boxberger and the Company are co-obligors on a bank loan in
the principal amount of $1 million. The bank loan is secured by shares of
Common Stock owned by Mr. Boxberger. The Company will reimburse Mr. Boxberger
for interest on the bank loan until the earlier of the sale of Mr. Boxberger's
home or December 3, 1999. After December 3, 1999, Mr. Boxberger will pay all
principal and interest due under such bank loan and will repay or refinance
the bank loan on or prior to the earlier of the sale of his home or
November 30, 2000.
 
Benefit Plans
 
 Performance Award Plan
 
  In July 1998, the Company adopted the Performance Award Plan to provide a
means to attract, motivate, reward and retain talented and experienced
officers, non-employee directors, other key employees and certain other
eligible persons (collectively, "Eligible Persons") who may be granted awards
from time to time by the Company's Board of Directors or, if authorized, the
Compensation Committee (such administrators, the "Committee"), or, for non-
employee directors, under a formula provided in the Performance Award Plan.
The maximum number of shares of Common Stock reserved for issuance is
7,000,000 subject to adjustment for certain changes in the Company's capital
structure and other extraordinary events. Shares subject to awards that are
not paid for or exercised before they expire or are terminated are available
for other grants under the Performance Award Plan to the extent permitted by
law. Shareholders of the Company approved the Performance Award Plan in August
1998.
   
  Effective upon consummation of the IPO, the Committee intends to grant ten-
year stock options for approximately 3,000,000 shares of Common Stock to
eligible persons. On January 14, 1999, the Board of Directors, acting in its
capacity as administrator of the Performance Award Plan, authorized the grant
of options with an exercise price equal to the public offering price set forth
on the cover of this Prospectus, effective upon consummation of the Offering,
to certain executive officers of the Company in the following amounts: Mr.
Priem (100,000 shares); Mr. Dunn (75,000 shares); Ms. Murray (50,000 shares)
and Mr. Hourihan (50,000 shares). Such options will vest in equal installments
over five years. The Board of Directors also proposed to authorize the grant
of options to Mr. Ferry, but Mr. Ferry declined to accept such grant.     
 
  Awards under the Performance Award Plan may be in the form of nonqualified
stock options, incentive stock options, stock appreciation rights ("SARs"),
limited SARs, restricted stock, performance shares, stock bonuses, or cash
bonuses based on performance. Awards may be granted individually or in
combination with other awards. Any cash bonuses and other performance awards
under the Performance Award Plan will depend upon the extent to which
performance goals set by the Board of Directors or the Committee are met
during the performance period. Awards under the Performance Award Plan
generally will be nontransferable by the holder of the award (a "Holder")
(other than by will or the laws of descent and distribution). During the
Holder's lifetime, rights under the Performance Award Plan generally will be
exercisable only by the Holder, subject to such exceptions as may be
authorized by the Committee in accordance with the Performance Award Plan. No
incentive stock option may be granted at a price that is less than the fair
market value of the Common Stock (110% of fair market value of the Common
Stock for certain participants) on the date of grant. Nonqualified stock
options and other awards may be granted at prices below the fair market value
of the Common Stock on the date of grant. Restricted stock awards can be
issued for nominal or the minimum lawful consideration. Typically, the
participant may vote restricted stock, but any dividend on restricted shares
will be held in escrow subject to forfeiture until the shares have vested. No
more than 350,000 shares will be available for restricted stock awards,
subject to exceptions for restricted stock awards based on past service,
deferred compensation and performance awards.
 
  The maximum number of shares subject to awards (either performance or
otherwise) that may be granted to an individual in the aggregate in any one
calendar year is 1,050,000. A non-employee director may not receive awards in
respect of more than 50,000 shares in the aggregate in any one calendar year.
With respect to cash-
 
                                      51

<PAGE>
 
based performance awards, no more than $2.5 million per year, per performance
cycle may be awarded to any one individual. No more than one performance cycle
may begin in any one year with respect to cash-based performance awards.
 
  Section 162(m) Performance-Based Awards. In addition to options and SARs
granted under other provisions of the Performance Award Plan, performance-
based awards payable in cash or shares within the meaning of Section 162(m) of
the Internal Revenue Code of 1986, as amended ("Performance-Based Awards"),
which depend on the achievement of pre-established financial performance
goals, may be granted under the Performance Award Plan. The specific
performance goals will be set by a qualified committee of the Board created
for these purposes and the specific targets will be set by the Committee when
their attainment is substantially uncertain. The permitted performance goals
under the Performance Award Plan may include any one or more of the following:
revenue growth, net earnings (before or after taxes or before or after
interest, taxes, depreciation and amortization), cash flow, return on equity,
return on assets or return on net investment, or cost containment or
reduction. The applicable performance cycle may not be less than one nor more
than seven years (five years in respect of such awards payable only in cash).
 
  Administration. The Performance Award Plan will be administered by the Board
or the Committee. The Committee will have broad authority to (i) designate
recipients of discretionary awards, (ii) determine or modify (subject to any
required consent) the terms and provisions of awards, including the price,
vesting provisions, terms of exercise and expiration dates, (iii) approve the
form of award agreements, (iv) determine specific objectives and performance
criteria with respect to performance awards, and (v) construe and interpret
the Performance Award Plan. The Committee will have the discretion to
accelerate and extend the exercisability or term and establish the events of
termination or reversion of outstanding awards.
 
  Change in Control. Upon a Change in Control Event, each option and SAR will
become immediately exercisable; restricted stock will immediately vest free of
restrictions; and the number of shares, cash or other property covered by each
performance share award will be issued to the Holder, unless the Committee
determines to the contrary. A "Change in Control Event" is defined generally
to include (i) certain changes in a majority of the membership of the Board
over a period of two years or less, (ii) the acquisition of more than 30% of
the outstanding voting securities of the Company by any person other than the
Company, any Company benefit plan or one of their affiliates, successors,
heirs, relatives or certain donees or certain other affiliates, or (iii)
shareholder approval of a transfer of substantially all of the Company's
assets, the dissolution or liquidation of the Company, or a merger,
consolidation or reorganization (other than with an affiliate) whereby
shareholders hold or receive less than 70% of the outstanding voting
securities of the resulting entity after such event. In addition, if any
participant's employment is terminated by the Company for any reason other
than for cause either in express anticipation of, or within one year after a
Change in Control Event, then all awards held by that participant will vest in
full immediately before his or her termination date.
 
  The Committee may also provide for alternative settlements (including cash
payments), the assumption or substitution of awards or other adjustments in
the Change in Control context of any other reorganization of the Company.
 
  Plan Amendment, Termination and Term. The Company's Board has the authority
to amend, suspend or discontinue the Performance Award Plan at any time, but
no such action will affect any outstanding award in any manner materially
adverse to a participant without the consent of the participant. The
Performance Award Plan may be amended by the Board without shareholder
approval unless such approval is required by applicable law.
 
  The Performance Award Plan will remain in existence as to all outstanding
awards until such awards are exercised or terminated. The maximum term of
options, SARs and other rights to acquire Common Stock under the Performance
Award Plan is ten years after the initial date of award, subject to provisions
for further deferred payment in certain circumstances. No award can be made
after the tenth anniversary of the date of the consummation of the Offering.
Awards may remain exercisable for a period of time determined by the
 
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Committee after termination of employment for certain reasons, after which, to
the extent not exercised, such awards terminate.
 
  Automatic Grants to Non-Employee Directors. Under the Performance Award
Plan, each director who is not an officer or employee (a "Non-Employee
Director") and who is or thereafter becomes a director of the Company after
the Offering will be automatically granted a nonqualified stock option to
purchase 2,000 shares of Common Stock when the person takes office, at an
exercise price equal to the market price of the Common Stock at the close of
trading on that date (or, with respect to the Company's current directors, on
the tenth trading day after completion of the Offering). In addition, on the
day of the annual shareholders meeting in each calendar year beginning in 1999
and continuing for each subsequent year during the term of the Performance
Award Plan, each then-continuing Non-Employee Director will be granted a
nonqualified stock option to purchase 2,000 shares of Common Stock at an
exercise price equal to the market price of the Common Stock at the close of
trading on that date. Non-Employee Directors may also be granted discretionary
awards. All automatically granted Non-Employee Director stock options will
have a ten-year term and will be immediately exercisable. If a Non-Employee
Director's services are terminated for any reason, any automatically granted
stock options held by such Non-Employee Director that are exercisable will
remain exercisable for twelve months after such termination of service or
until the expiration of the option term, whichever occurs first.
Automatically-granted options are subject to the same adjustment, change in
control, and acceleration provisions that apply to awards generally, except
that any changes or Board or Committee actions (1) will be effected through a
shareholder approved reorganization agreement or will be consistent with the
effect on Options held by other than executive officers and (2) will be
consistent in respect of the underlying shares with the effect on shareholders
generally. Any outstanding automatic option grant that is not exercised prior
to a Change in Control Event in which the Company is not to survive will
terminate, unless such option is assumed or replaced by the surviving
corporation.
 
  Payment for Shares. The exercise price of options and other awards may be
paid in cash, promissory note or (subject to certain restrictions) shares of
Common Stock. The Company may finance the exercise or purchase and (subject to
any applicable legal limits) offset shares to cover the exercise or purchase
price and withholding taxes.
 
  Federal Tax Consequences. The current federal income tax consequences of
awards authorized under the Performance Award Plan follow certain basic
patterns. Generally, awards under the Performance Award Plan that are
includable in income of the recipient at the time of award or exercise (such
as nonqualified stock options, SARs, restricted stock and performance awards)
are deductible by the Company, and awards that are not required to be included
in income of the recipient at such times (such as incentive stock options) are
not deductible by the Company.
 
  Non-Exclusive Plan. The Performance Award Plan is not exclusive. The Board,
under California law, may grant stock and performance incentives or other
compensation, in stock or cash, under other plans or authority.
 
 Employee Tax Deferred Savings Plan--401(k) Plan
 
  The Company adopted a defined contribution 401(k) plan in 1984. Under the
Company's 401(k) plan, U.S. employees who have been employed by the Company
for over six months are eligible to make employee contributions in the
following fiscal quarterly enrollment period, and become eligible for
contributions by the Company. Employees must have worked at least 1,000 hours
in a plan year (May 1 to April 30) to be eligible for the Company
contribution.
 
  The 401(k) plan allows employees to contribute a portion of their salary to
their personal plan account ("Participant Savings Contributions") of up to 20%
of their salary or the maximum employee contribution set by the Internal
Revenue Service each year, whichever is less. Participants are always 100%
vested in their own contributions, and any investment gains or losses
therefrom. The 401(k) plan allows participants over the age of 59 1/2 to make
withdrawals from the Company's 401(k) plan without penalty.
 
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<PAGE>
 
  The 401(k) plan provides for discretionary employer contributions.
Discretionary contributions (if any) up to 2% of an employee's salary (to a
maximum of $1,000) are first allocated to employees below the category of vice
president. In addition, the Company may contribute any amount or it may decide
not to contribute in a given Plan Year ("Employer Matching Contribution"). The
Company's matching contribution vests over a period of six years in increments
of 20% after the one year anniversary. The Company also has the option of
making additional contributions to employees' accounts based upon a percentage
of total compensation, including bonuses. An employee is eligible for these
employer contributions for a plan year only if employed on the last day of the
plan year.
 
Worldwide Executive Benefit Plans: Retirement Plan; Life Insurance Plan; and
Disability Plan
 
  The Company's Worldwide Executive Benefit Plans ("WEB Plans") cover vice
presidents of the Company. The benefits provided are intended to reward
eligible employees for long term service and contributions to the firm and
which are provided through a combination of local government benefits, local
benefits provided by the Company, and specific WEB Plan's benefits. To be
eligible to be a participant in a Company WEB Plan, an employee must be a vice
president or more senior officer and a shareholder of the Company working at
least 30 hours per week.
 
  Retirement Plan. The Company's WEB-Retirement Plan provides a monthly
benefit to eligible employees upon retirement from the Company. Each year, a
plan participant accrues and is fully vested in one-twentieth of the targeted
benefit, expressed as a percentage set by the Company for that year. Upon
retirement, a participant receives a monthly benefit payment equal to the sum
of the percentages accrued over such participant's term of employment, up to a
maximum of 20 years, multiplied by such participant's highest average monthly
salary during any 36 consecutive months of the final 72 months of active full-
time employment. The WEB-Retirement Plan provides targeted retirement benefits
through sources funded by the Company, government social security and
retirement benefits and Company retirement programs provided by the eligible
employee's local office.
 
  Life Insurance Plan. The Company's WEB-Life Insurance Plan provides
financial security for the survivors of an eligible employee in the event of
his or her death. The life insurance coverage provided is a targeted life
insurance benefit of three times an eligible employee's base salary in the
most tax efficient manner possible for participants. The WEB- Life Insurance
Plan administers the life insurance benefits through sources funded by the
Company, government provided survivor benefits and local life insurance
programs and coverage provided by local carriers within an eligible employee's
country.
 
  Disability Plan. The Company's WEB-Disability Plan provides income to
eligible employees and their families should an illness or injury cause an
extended period of disability for an eligible employee. The plan's disability
coverage provides a targeted disability benefit of 60% of an eligible
employee's base salary (up to the maximum limit allowed by the insurance
carrier). The WEB-Disability Plan provides the disability coverage through
Company funded sources, government sponsored disability benefits, local
disability programs available for the Company and particular disability
benefits under the plan.
 
Enhanced Wealth Accumulation Plans
 
  The Company maintains two Enhanced Wealth Accumulation Plans (the "EWAPS"),
one for its U.S. vice presidents and one for its non-U.S. vice presidents,
which are identical in their material provisions. The EWAPS replaced the
Company's earlier Wealth Accumulation Plans (the "WAPS") for vice presidents,
although those participants within the Company's original WAPS who did not
choose to roll their previous participation and deferrals or contributions
into the EWAPS continue to be covered under the earlier version. The EWAPS
offer a means for the Company to provide an additional future compensation
package for certain vice presidents of the Company in order to reward long
term service to the Company and retain key employees.
 
  The EWAPS allow participants to elect to participate by deferring
compensation initially or in some instances, making an after-tax contribution,
for an eight-year period. Each deferral or contribution unit is for an
 
                                      54

<PAGE>
 
eight-year period based on the calendar year, usually commencing on January 1.
Participants may commence an additional deferral or contribution unit every
five years during their participation in the EWAPS. Participants may elect to
accelerate their deferrals or contributions but not increase the total amount.
By choosing to participate in the EWAPS, a vice president opts by his or her
participation to defer a portion of their compensation earned, in return for
an annuity of a specified amount paid by the Company over a fifteen year
period, upon retirement at age 65.
 
  EWAP benefits begin to vest after five years; vested benefits increase for
each year of participation in excess of five years and vested benefits
maximize at 15 years or at age 65 with a minimum participation of eight years.
The payments for vested EWAP benefits generally commence when a participant is
age 65 or retires. If a participant chooses to retire from the Company's
service prior to reaching the age of 65, he or she is eligible for an "early
retirement benefit" as to which his or her normal monthly EWAPS benefits are
proportionately reduced in accordance with his or her early retirement, to be
adjusted for each month a participant retires prior to the age of 65. To be
eligible for an early retirement benefit, the participant must have completed
at least 15 years of service with the Company and also have completed eight
years of service with the Company while enrolled in that contribution unit. An
early retiree may also choose to delay payment of EWAPS benefits until age 65
and accordingly incur no reduction of benefits to be paid. EWAPS participants
who terminate their service with the Company after five or more years of
participation in a deferral or contribution unit and prior to a normal
retirement age of 65 or early retirement date are eligible for an "incentive
benefit" from the Company. However, if a participant becomes employed as an
executive search consultant or obtains employment in any capacity for any
other executive search firm within two years after termination of employment
with the Company, any early retirement or incentive benefit is forfeited.
Payment of the incentive benefit by the Company is in monthly installments,
commencing at age 65, of a payment amount equal to the normal benefit payment,
to be paid for the same number of years a participant participated within a
deferral or contribution unit up to a maximum of 15 years. An incentive
benefit recipient may also elect to receive a lump sum payment in lieu of
monthly payments, equal to their previous deferrals or contribution plus
interest.
 
  If a participant dies and is eligible for normal retirement benefits prior
to receiving his or her full benefits, his or her beneficiary is entitled to
receive such payments. Additionally, a deceased participant's spouse, if any,
may receive an additional survivor's benefit to be paid for a specified period
of time, following the termination of the normal EWAPS benefit payments.
Disability benefits payments are payable to a participant within the plan, but
only with respect to his or her first deferral or contribution unit completed.
There are no disability benefits associated with additional deferral or
contribution units completed by a participant. If a participant becomes
disabled, as defined in the EWAPS, the Company will pay monthly disability
benefits to the participant in an amount equal to one-twelfth of the amount
per annum specified as the disability benefit for the participant's initial
deferral or contribution unit, until the age of 65, or until the attainment of
a later age for persons whose disability begins after age 61. A participant
receiving disability benefit payments is still eligible for all normal
retirement benefits, early retirement benefits and survivor benefits under the
EWAPS.
 
Senior Executive Incentive Plans
 
  The Company provides for its vice presidents two Senior Executive Incentive
Plans (the "SEIPS"), one for its U.S. executives and one for its non-U.S.
executives, which are identical in their material provisions. The Board of
Directors approves eligibility for senior executives' participation in the
SEIPS. Additionally, a senior executive must be participating in the Company's
EWAPS to be eligible to participate in the SEIPS, unless such requirement is
waived by the Board of Directors. The SEIPS provide additional future
compensation to the selected executives to promote the retention of valuable
employees of the Company.
 
  The SEIPS operate by allowing vice presidents of the Company to participate
in a "benefit unit" whereby a participant elects to reduce the amount of
compensation or in some instances make an after-tax contribution otherwise
earned and payable during a four year period. The interest credited on
deferrals ("benefit unit") upon termination of employment vests over a ten-
year period at which time the participant receives monthly benefit payments
made by the Company over a fifteen-year period.
 
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<PAGE>
 
  A participant may choose to receive the SEIPS incentive benefit payments
prior to the normal benefit payment date, with a corresponding reduction in
the amount to be paid, upon (i) the retirement of a participant after
attaining age 65, (ii) the deferrals required for the benefit unit having been
completed and (iii) completion by a participant of at least four years of
service post enrollment in the benefit unit. If a participant dies prior to
receiving all incentive benefit payments, the beneficiary is entitled to
receive the remaining payments.
 
Executive Salary Continuation Plan
 
  The Company's Executive Salary Continuation Plan (the "ESCP") is no longer
an active plan, and as such there are a limited number of Company vice
presidents who remain participants within the plan. The ESCP provides vice
presidents of the Company with an additional salary payment of $7,000 per
annum for the five-year period following their retirement from service with
the Company. Additionally, in the event of death of a vice president prior to
retirement, the ESCP provides that the family of the deceased vice president
will receive an estate and family benefit of $10,000 per annum, to be paid for
a total of ten years to the vice president's surviving family. No benefits
under the plan are vested and should a vice president be terminated prior to
retirement, no benefits under the plan are payable. All plan benefits are
taxed as income to the recipients when received.
 
Executive Participation Programs
 
 Executive Participation Program
 
  Prior to the Offering and since 1991, the Company maintained two Executive
Participation Programs for executives located in the U.S. and one for
executives located outside of the U.S., also known as the Company's "Equity
Participation Program" (together, the "EPP"). The EPP historically provided
the opportunity for select executives of the Company to purchase shares of
Common Stock. However, in anticipation of the Offering, the Company has ceased
enrollment of executives in the EPP. Most of the Company's vice presidents are
participants in the EPP. The EPP permitted executives to purchase Common Stock
either for cash or a promissory note payable to the Company. Historically,
shares of Common Stock were sold at book value, subject to the execution by
EPP participants of an agreement which required the Company to purchase such
shares at book value upon termination of the participant's employment with the
Company.
 
 Supplemental Equity Participation Plan
 
  Persons promoted to vice president and other persons hired as vice
presidents of the Company between May 2, 1998 and the filing of the Company's
Registration Statement with the Securities and Exchange Commission in
connection with the Offering ordinarily would have become eligible to purchase
shares of Common Stock under the EPP, as described above. However, in
anticipation of the Offering, the Company adopted the Supplemental Equity
Participation Plan (the "Supplemental EPP") and issued shares of Common Stock
to these persons at fair market value, appraised as of June 30, 1998. The
Supplemental EPP also includes the Liquidity Schedule, as described below. The
Company ceased enrollment of executives in the Supplemental EPP as of August
17, 1998.
 
 Interim Equity Participation Plan
 
  In November 1998, the Company adopted the Interim Executive Equity
Participation Program (the "Interim EPP") in order to permit persons promoted
to vice president and other persons hired as vice presidents of the Company
after August 17, 1998 to purchase shares of Common Stock at fair market value
as of December 30, 1998. The Interim EPP is substantially identical to the
Supplemental EPP and includes the Liquidity Schedule.
 
Amended Stock Repurchase Agreement
 
  Substantially all of the shareholders of the Company have entered into an
agreement (a "Stock Repurchase Agreement") with the Company that generally
requires the Company to repurchase the shares of Common Stock owned by the
shareholder at book value, typically upon termination of the shareholder's
employment with the
 
                                      56

<PAGE>
 
   
Company. In connection with the Offering, each shareholder of the Company who
had entered into a Stock Repurchase Agreement has entered into an Amended and
Restated Stock Repurchase Agreement (the "Amended Repurchase Agreement"),
whether their original Stock Purchase Agreement was entered into outside of
the EPP or in connection with the EPP. The Amended Repurchase Agreements will
become effective upon the consummation of the Offering and will incrementally
lift restrictions on sale of the shares of Common Stock subject to the Amended
Repurchase Agreement over time (the "Liquidity Schedule"). See "--Liquidity
Schedule." Each shareholder who executes an Amended Repurchase Agreement will
be permitted to sell shares of Common Stock pursuant to the Liquidity
Schedule; those shareholders who do not sign an Amended Repurchase Agreement
with the Company will continue to be obligated to sell their shares of Common
Stock back to the Company at book value under the terms of their original
Stock Repurchase Agreement.     
 
  Although the Company is not obligated to repurchase Common Stock under the
Amended Repurchase Agreement, the Amended Repurchase Agreement will permit the
Company under certain circumstances to call, on a non-prorata basis, some or
all of the shares of Common Stock, held both within and outside the EPP, which
remain restricted from sale pursuant to the Liquidity Schedule at (i) the book
value as of April 30, 1998, plus interest at 8.5% per annum from that date, in
the case of shares acquired at book value, or (ii) the value appraised as of
the most recent appraisal date preceding the date of purchase, plus interest
at 8.5% per annum from the appraisal date, in the case of shares acquired at
the appraised value. Shares may be called by the Company if the individual
shareholder engages in conduct or acts detrimental to the Company, as
determined by the Company, including, without limitation, (i) conduct or
behavior that is significantly disruptive to the business, operations or
reputation of the Company, (ii) acts or conduct that are significantly
injurious to or otherwise significantly harm the Company, (iii) breach of any
agreement with the Company, (iv) affiliation with a competitor, or developing,
or making a contribution to, a competing enterprise, (v) disclosing
confidential Company information to a third party, (vi) acts or conduct that
are significantly disruptive to the relationship between the Company and any
of its clients or (vii) conviction of a felony or other crime involving fraud,
dishonesty or acts of moral turpitude. Each shareholder accused of such
conduct and with respect to whom the Company wishes to exercise its call
rights may appeal to the Chair of the Board and to a committee of the Board of
Directors composed of three directors, at least two of which are outside
directors (the "Equity Committee"). Any such shareholder who is found to have
engaged in such conduct or act will be given 30 days to cure such conduct or
acts, if a cure is possible.
 
Liquidity Schedule
 
  Substantially all of the Company's existing shareholders have agreed to be
subject to the Liquidity Schedule. Following the Offering and prior to the
second anniversary of the Offering, all shareholders subject to the Liquidity
Schedule will be restricted from selling any of their current Common Stock
holdings. The Liquidity Schedule limits shareholders' ability to sell more
than 30% of their current aggregate Common Stock holdings until the second
anniversary of the Offering. The Liquidity Schedule also limits shareholders'
ability to sell an additional 20% of their current aggregate Common Stock
holdings until on or after the third anniversary of the Offering and limits
their ability to sell more than half of their current aggregate shareholdings
until on or after the fourth anniversary of the Offering, when restrictions
will cease. Upon the death or permanent incapacity of the shareholder or a
change in control in the Company, the Liquidity Schedule will cease to apply
and all of the shareholder's Common Stock which were still subject to the
Liquidity Schedule will become transferable.
 
Employment Agreements
   
  By the end of February 1999, it is anticipated that the Company and certain
of the Company's senior executive officers will enter into employment
agreements which will contain substantially similar provisions (collectively,
the "Employment Agreements"). The term of each Employment Agreement will be
either two or three years and each Employment Agreement will be automatically
renewed for a one-year period unless either party delivers a written notice of
termination. Each Employment Agreement will provide for a base salary, an
annual incentive bonus and benefits.     
 
                                      57

<PAGE>
 
   
  The Employment Agreements will provide for the payment of certain severance
and other benefits to the senior executive officer upon termination or upon
the Company's failure to renew each of the Agreements. The Employment
Agreements also will provide for payment to the senior executive officer of
certain severance and other benefits upon termination of employment following
a change in control, including (i) vesting of all options granted under the
Company's incentive plans and any other previously granted equity incentives,
(ii) payment of any unpaid salary and earned bonuses for service through the
date of termination, (iii) payment of lump sums equal to 1.5 to 2 times then-
current annual salary and bonus, and (iv) retention by the senior executive
officer of any then-owned shares of Common Stock free of Company repurchase
rights.     
 
  The Company has a policy of requiring all its vice presidents to enter into
a standard form of employment agreement that provides for an annual base
salary and discretionary and incentive bonus payment. The Company also
requires its vice presidents to agree in their employment contract not to
compete with the Company both during the term of their employment with the
Company, and also for a period of one to two years after their employment with
the Company. Furthermore, for a period of two years after their employment
with the Company former vice presidents are prohibited from soliciting
employees of the Company for employment outside the Company.
 
Indemnification and Limitation of Liability of Director and Executive Officers
 
  The Company's Articles contain provisions that eliminate the personal
liability of its directors for monetary damages arising from a breach of their
fiduciary duties in certain circumstances to the fullest extent permitted by
California law. Such limitation of liability does not affect the availability
of equitable remedies such as injunctive relief or rescission.
 
  The Company's Bylaws provide that the Company shall indemnify its directors
and officers and may indemnify its other employees and agents to the fullest
extent permitted by law. The Company's Bylaws also permit the Company to
secure insurance on behalf of any officer, director, employee or other agent
for any liability arising out of his or her actions in such capacity,
regardless of whether the Bylaws would permit indemnification.
 
  The Company has entered, or plans to enter, into agreements to indemnify its
directors and officers, in addition to the indemnification provided for in the
Company's Bylaws. These agreements, among other things, indemnify the
Company's directors and executive officers for certain expenses (including
attorneys' fees), judgments, fines and settlement amounts incurred by any such
person in any action or proceeding, including any action by or in the right of
the Company, arising out of such person's services as a director or executive
officer of the Company, any subsidiary of the Company or any other company or
enterprise to which the person provides services at the request of the
Company. The Company believes that these provisions and agreements are
necessary to attract and retain qualified directors and executive officers.
 
  At present, there is no pending litigation or proceeding involving any
director, officer, employee or agent of the Company where indemnification will
be required or permitted. The Company is not aware of any threatened
litigation or proceeding that might result in a claim for such
indemnification.
 
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                             CERTAIN TRANSACTIONS
 
Additional Redemption Amounts
 
  In fiscal 1995, certain shareholders of the Company (the "Sellers"), at the
request of the Company, agreed to have certain of their shares of Common Stock
redeemed by the Company in a fixed redemption plan initiated by the Company
(the "Redemption"). The Redemption required that any shareholder whose
aggregate ownership of Common Stock, phantom units or stock appreciation
rights exceeded a certain share level have a portion of his holdings redeemed.
The Sellers then agreed to the Redemption, which served as a benefit to the
Company in achieving a more widely held equity ownership as well as an
elimination of holdings by non-employee shareholders.
 
  The redemption price consisted of (i) a fixed amount of $1.82 per
share,which represented the book value of a share of Common Stock as of year
end fiscal 1994, plus 10% to reflect appreciation on the book value from the
end of fiscal 1994 to the date of the redemption (the "Fixed Redemption
Amount"), (ii) a contingent amount (the "Additional Redemption Amount") equal
to the difference between (a) the Fixed Redemption Amount plus 8.5% accrued
interest and (b) the public offering price per share of the Common Stock and
(iii) one share of Series A Preferred Stock for each 100 shares of Common
Stock redeemed. The Fixed Redemption Amount consisted of 16 2/3% cash, with
the balance in the form of a five-year promissory note. The aggregate
Additional Redemption Amount is determined by multiplying the difference
described under item (ii) above by the number of shares redeemed by the
Company from each holder of redeemed shares. The Additional Redemption Amount
is payable if the Company consummates an extraordinary transaction, including
a public offering of the Common Stock of the Company, at any time before
December 31, 2004 and the Seller has not voluntarily terminated or been
terminated for cause prior to the date of the extraordinary transaction.
 
  The Series A Preferred Stock of the Company has a liquidation value of $7.29
per share plus cumulative unpaid dividends at 8.5% per annum until redemption.
Shares of Series A Preferred Stock have voting rights equivalent to 100 shares
of Common Stock for each share outstanding, except that holders of Series A
Preferred Stock must vote in favor of certain transactions approved by holders
of two-thirds or more of the shares of Common Stock of the Company. The Series
A Preferred Stock was designed to give the Sellers the voting power necessary
to protect their rights to receive payment on the promissory note issued in
the Redemption and the Additional Redemption Amounts. The Company may redeem
all or any part of the outstanding Preferred Stock at the earlier of either
(i) payment in full of all promissory notes of the Company issued in the
Redemption or (ii) the approval of the holders of a majority of the shares of
the Series A Preferred Stock.
 
  Simultaneously with the Redemption, certain holders of phantom units and
stock appreciation rights (the "Rights Holders") agreed to terminate their
phantom units and stock appreciation rights in return for payments
corresponding to the Fixed Redemption Amounts and the Additional Redemption
Amounts.
 
  Because some of the proceeds from the Offering would otherwise have to be
used to pay the aggregate Additional Redemption Amount payable upon an initial
public offering, each of the Sellers and the Rights Holders have agreed to a
negotiated discount (the "Negotiated Adjustment") from the Additional
Redemption Amount they were originally entitled to receive upon an initial
public offering. As a result, upon consummation of the Offering, if the
Offering price is $14.00 per share, the midpoint of the range set forth on the
cover of the Prospectus, the Sellers and the Rights Holders as a group will
receive in the aggregate a payment of $30.2 million and the Company's
shareholders' equity will be reduced by the same amount. Mr. Windle B. Priem,
Chief Executive Officer, President and Director of the Company will receive a
discounted payment of approximately $1.5 million. Mr. Richard Ferry, the Chair
of the Company's Board of Directors, will receive a discounted payment of
approximately $9.6 million.
 
Purchase of Common Stock by Ms. Murray
 
  In connection with joining the Company in 1998, Ms. Murray, the Company's
Chief Financial Officer, Treasurer and Executive Vice President, purchased
72,992 shares of Common Stock pursuant to the EPP for an aggregate purchase
price of $200,000.
 
                                      59

<PAGE>

Strategic Compensation Associates
 
  The Company owned 47% of Strategic Compensation Associates ("SCA") during
fiscal 1995 and 1996. During fiscal 1996, the Company paid approximately
$131,000 for services to SCA. In fiscal 1996, the Company sold its entire
membership interest in SCA and a portion of its capital account interest in
SCA, pursuant to purchase agreements executed with other members of SCA who
formed SCA LLC. The purchase agreements, as amended, provided for the members
of SCA LLC, which includes Gary C. Hourihan, an elected executive officer of
the Company, to purchase the Company's remaining capital account interest in
five annual installments, with the last payment to be on December 31, 2001. In
December 1998, the members of SCA LLC completed the transaction by making a
cash payment to the Company of $2,487,985.
 
Loans
 
  On January 28, 1998, the Company and Mr. Boxberger entered into an
agreement, whereby the Company agreed to be the co-obligor with Mr. Boxberger
on a promissory note in the amount of $1 million payable to Mellon 1st
Business Bank, entered into by Mr. Boxberger for home loan purposes. Under the
Settlement Agreement, the Company has agreed to pay the interest on the
promissory note until the earlier of the sale of Mr. Boxberger's home or
December 3, 1999. Thereafter, Mr. Boxberger is required to pay the interest on
the promissory note and must repay or refinance the promissory note in full on
or prior to the earlier of the sale of Mr. Boxberger's home or November 30,
2000. The interest rate is payable at a variable rate at 0.5% below the bank's
reference rate, which at the time of execution of the note was 8.5% per annum,
resulting in an effective interest rate of 8% at the time of execution.
Mr. Boxberger has entered into an agreement with the Company to indemnify and
hold the Company harmless from any and all liability (except for the interest
payment) that may result from the Company being a co-obligor of the note. To
secure any indemnification repayment, Mr. Boxberger has pledged to the Company
all shares of Common Stock owned by him and provided the Company with a right
to offset any unpaid indemnification owed to the Company from amounts owed by
the Company to Mr. Boxberger.
 
Termination of Stock Right Plan and Phantom Stock Plan
 
  In contemplation of the Offering, each of the Stock Right Plan and Phantom
Stock Plan was terminated and each previous participant in either the Stock
Right Plan or Phantom Stock Plan (the "Participants") was offered the
opportunity to receive a cash payment of $11.15 per phantom unit or stock
appreciation right or receive shares of the Common Stock valued at the book
value of a share of Common Stock as of April 30, 1998, which was approximately
$2.79 per share after giving effect to the 4-to-1 stock split. The Company had
275,954 phantom units and 114,356 stock appreciation rights outstanding as of
June 30, 1998, the effective date of the surrender, termination and
cancellation of all the outstanding phantom units and stock appreciation
rights of the Company. With the exception of one, all Participants, including
Messrs. Dunn, Papayanopulos and Young, elected to receive shares of Common
Stock in the conversion program and 1,551,008 shares were issued as of June
30, 1998.
 
Resignation of Michael D. Boxberger
 
  In December 1998, Michael D. Boxberger resigned from his positions as Chief
Executive Officer, President, Director and a member of the Office of the Chief
Executive of the Company. In connection with his resignation, Mr. Boxberger
entered into the Settlement Agreement with the Company. See "Management--
Executive Compensation--Resignation of Michael D. Boxberger."
 
Future Transactions
 
  The Company has implemented a policy requiring that any material transaction
with an affiliated party is subject to approval by a majority of the directors
not interested in such transaction, who must determine that the terms of any
such transaction are no less favorable to the Company than those that could be
obtained from an unaffiliated third party and that the transaction is in the
Company's best interest.
 
                                      60

<PAGE>
 

                      PRINCIPAL AND SELLING SHAREHOLDERS
   
  The following table sets forth certain information about the anticipated
beneficial ownership of the Common Stock immediately prior to the Offering,
and as adjusted to reflect the sale of the Common Stock offered in the
Offering, by (i) each director, executive officer and key employee of the
Company, (ii) all directors, executive officers and key employees of the
Company as a group, and (iii) each person (or group of affiliated persons)
known by the Company to own beneficially more than five percent of the
Company's outstanding voting securities not otherwise listed. The address of
each director and executive officer listed is in care of Korn/Ferry
International, 1800 Century Park East, Suite 900, Los Angeles, California
90067.     
 

<TABLE>   
<CAPTION>
                           Shares Beneficially               Shares Beneficially
                                  Owned                          Owned After
                          Prior to the Offering                 the Offering
                          -----------------------           ---------------------
Name and Address            Number                 Shares     Number
of Beneficial Owner       of Shares(1) Percentage  Offered  of Shares  Percentage
- -------------------       -----------  ---------- --------- ---------- ----------
<S>                       <C>          <C>        <C>       <C>        <C>
Richard M.
 Ferry(2)(3)(4).........   1,031,456       4.0%           0  1,031,456     2.9%
Windle B. Priem(2)(4)...     626,367       2.4            0    626,367     1.7
Peter L. Dunn(2)(4).....     437,145       1.7       58,872    378,273     1.1
Elizabeth S.C.S.
 Murray(2)..............      72,992        *             0     72,992      *
Man Jit Singh(3)........      80,000        *             0     80,000      *
Paul Buchanan-Barrow....     187,696        *        18,768    168,928      *
Timothy K. Friar........      50,188        *             0     50,188      *
Sakie Fukushima.........      69,808        *         6,980     62,828      *
Hans Jorda..............     211,156        *             0    211,156      *
Scott E. Kingdom........      61,956        *             0     61,956      *
Raimondo Nider..........     198,120        *        19,812    178,308      *
Manuel A. Papayanopulos.     200,628        *        22,340    178,288      *
Michael A. Wellman......      71,188        *         7,116     64,072      *
Young Kuan-Sing.........     128,544        *        14,092    114,452      *
All directors, executive
 officers
 and key employees as a
 group
 (14 persons)(4)(5)(6)..   3,427,244      13.3      147,980  3,279,264     9.2
Other Selling
 Shareholders(5)(7).....  17,182,280      66.4    1,639,688 15,542,592    43.4
</TABLE>
    
- --------
 *Less than one percent
 
(1) Unless otherwise indicated, each person has sole voting and dispositive
    power with respect to the shares shown.
 
(2) An officer of the Company. See "Management--Executive Officers and
    Directors."
 
(3) Vice President and Chief Executive Officer of Korn/Ferry International
    Futurestep, Inc.
 
(4) Excludes 359,548 shares of Common Stock held by The Ferry Family
    Charitable Foundation. Mr. Ferry does not have a beneficial interest in
    the shares of Common Stock held by such foundation but does share voting
    power, as one of three trustees, of the shares held by The Ferry Family
    Charitable Foundation.
 
(5) Holdings include shares of Common Stock held by the Trustees of the
    Korn/Ferry Employee Tax Deferred Savings Plan (401(k) Plan) for the
    benefit of the listed individual.
 
(6) Gary C. Hourihan was appointed Executive Vice President--Organizational
    Development on January 14, 1999, effective February 1, 1999. It is
    anticipated that Mr. Hourihan will have the opportunity to purchase a
    number of shares of the Common Stock upon joining the Company.
 
(7) Consists of 208 persons, of whom two persons own more than 1% but less
    than 2% and 206 persons own less than 1% of the outstanding shares of
    Common Stock prior to or after the Offering and of which a substantial
    percentage are employees of the Company.
 
                                      61

<PAGE>
 

                         DESCRIPTION OF CAPITAL STOCK
 
  The authorized capital stock of the Company consists of 150,000,000 shares
of Common Stock, no par value per share, and 50,000,000 shares of Preferred
Stock, no par value per share, which can be issued in one or more series.
Immediately following the completion of the Offering, an aggregate of
35,824,424 shares of Common Stock will be issued and outstanding (assuming no
exercise of the over-allotment option), and no shares of Preferred Stock will
be issued and outstanding. As of January 21, 1999, the Common Stock was held
of record by approximately 278 persons.
 
  The following description of the Company's capital stock is a summary of the
material terms of such stock. It does not purport to be complete and is
subject in all respects to applicable California law and to the provisions of
the Company's Articles and Bylaws, copies of which have been filed as exhibits
to the Registration Statement of which this Prospectus is a part.
 
Common Stock
   
  Subject to the rights of the holders of any Preferred Stock which may be
outstanding, each holder of Common Stock on the applicable record date is
entitled to receive such dividends as may be declared by the Board of
Directors out of funds legally available therefor, and, in the event of
liquidation, to share pro rata in any distribution of the Company's assets
after payment or providing for the payment of liabilities and the liquidation
preference of any outstanding Preferred Stock. Because of certain non-
recurring compensation and benefits expenses incurred in connection with the
Offering, the Company's shareholder equity account will have a retained
deficit immediately after consummation of the Offering. It is expected that
the Company, by applying an alternative calculation method specified in the
California Corporations Code, will have approximately $100 million available
immediately after consummation of the Offering for dividend payments or
repurchases of its capital stock.     
 
 
  Each holder of Common Stock is entitled to one vote for each share held of
record on the applicable record date on all matters presented to a vote of
shareholders. Holders of Common Stock have no preemptive rights to purchase or
subscribe for any stock or other securities and there are no conversion rights
or redemption or sinking fund provisions with respect to such Common Stock.
All outstanding shares of Common Stock are, and the shares of Common Stock
offered hereby will be when issued, fully paid and non-assessable.
 
Preferred Stock
 
  The Company's Articles authorize 50,000,000 shares of Preferred Stock. The
Board of Directors has the authority to issue the Preferred Stock in one or
more series and to fix the rights, preferences, privileges and restrictions
thereof, including dividend rights, conversion rights, voting rights, terms of
redemption, redemption prices, liquidation preferences and the number of
shares constituting any series or the designation of such series, without
further vote or action by the shareholders. The issuance of Preferred Stock
may have the effect of delaying, deferring or preventing a change in control
of the Company without further action by the shareholders and may adversely
affect the voting and other rights of the holders of Common Stock. The
issuance of Preferred Stock with voting and conversion rights may adversely
affect the voting power of the holders of Common Stock, including the loss of
voting control to others. At present, the Company has no plans to issue any of
the Preferred Stock.
 
Certain Anti-Takeover Effects
 
  Certain provisions of the Company's Articles and Bylaws summarized below may
be deemed to have anti-takeover effects and may delay, defer or prevent a
tender offer or takeover attempt that a shareholder might consider to be in
such shareholder's best interest, including those attempts that might result
in a premium over the market price for the shares held by shareholders.
 
  The Company's Articles authorize issuance of up to 50,000,000 shares of
Preferred Stock, with such characteristics that may tend to discourage a
merger, tender offer or proxy contest, as described in "--Preferred Stock"
above. The Company's Bylaws also limit the ability of shareholders to raise
certain matters at a meeting
 
                                      62

<PAGE>
 
of shareholders without giving advance notice. In addition, so long as the
Company is a "listed corporation" as defined in Section 301.5(d) of the
California Corporations Code, cumulative voting will be eliminated and the
Board of Directors will be divided into three classes having staggered terms
of three years each, with Classes I, II and III having initial terms expiring
at the annual general meeting of shareholders in 1999, 2000 and 2001,
respectively. See "Risk Factors--Anti-Takeover Provisions; Possible Issuance
of Preferred Stock" and "Management."
 
Transfer Agent and Registrar
 
  The Transfer Agent and Registrar for the Common Stock is ChaseMellon
Shareholder Services LLC.
 
Listing
 
  There is no public trading market for the Common Stock. The Common Stock has
been approved for listing on The New York Stock Exchange ("NYSE") under the
symbol "KFY," subject to official notice of issuance.
 
                                      63

<PAGE>
 
                        SHARES ELIGIBLE FOR FUTURE SALE
   
  Upon consummation of the Offering, the Company will have outstanding an
aggregate of 35,824,424 shares of Common Stock (37,586,924 shares if the over-
allotment option is exercised in full). Of these shares, all of the 11,750,000
shares sold in the Offering will be freely tradable without restriction or
further registration under the Securities Act of 1933, as amended (the
"Securities Act"), unless such shares are purchased by affiliates
of the Company as that term is defined in Rule 144 under the Securities Act
("Affiliates"). The remaining 24,074,424 shares of Common Stock held by
existing shareholders are "restricted securities" as that term is defined in
Rule 144 under the Securities Act ("Restricted Shares"). Restricted Shares may
be sold to the public only if registered or if they qualify for an exemption
from registration under Rule 144 promulgated under the Securities Act.
Beginning 90 days after the date of this Prospectus, 19,462,528 shares will be
eligible for sale pursuant to Rule 144, provided the conditions of Rule 144
are met, subject to the lock-up agreements described below. Future sales of
substantial amounts of Common Stock after the Offering, or the perception that
such sales could occur, could adversely affect the market price of the Common
Stock and could impair the Company's future ability to raise capital through
the sale of its equity securities. No prediction can be made as to the effect,
if any, that future sales of shares, or the availability of shares for future
sale, will have on the market price of the Common Stock. In addition, the
Company has the authority to issue additional shares of Common Stock and
shares of one or more series of preferred stock. The issuance of such shares
could result in the dilution of the voting power of the shares of Common Stock
purchased in the Offering and could have a dilutive effect on earnings per
share.     
 
  In general, under Rule 144 as currently in effect, a person (or persons
whose shares are aggregated), including an affiliate of the Company, who has
beneficially owned Restricted Shares for at least one year, would be entitled
to sell within any three-month period a number of shares that does not exceed
the greater of: (i) 1% of the number of shares of Common Stock then
outstanding (approximately 358,244 shares immediately after this Offering) or
(ii) the average weekly trading volume of the Common Stock on the NYSE during
the four calendar weeks preceding the filing of a notice of Form 144 with
respect to such sale with the Securities and Exchange Commission (the
"Commission"). Sales pursuant to Rule 144 are subject to certain requirements
relating to manner of sale, notice and availability of current public
information about the Company. Under Rule 144(k), a person who is not, and has
not been at any time during the 90 days preceding a sale, an affiliate of the
Company and who has beneficially owned the Restricted Shares proposed to be
sold for at least two years (including the holding period of any prior owner
except an affiliate), is entitled to sell such shares without complying with
the manner of sale, public information, volume limitation or notice provisions
of Rule 144.
 
  Each of the Company and the existing shareholders of the Company has agreed
that it will not offer, sell, contract to sell, announce its intention to
sell, pledge or otherwise dispose of, directly or indirectly, and the Company
has agreed that it will not file with the Commission a registration statement
under the Securities Act relating to, any shares of Common Stock or securities
convertible into or exchangeable or exercisable for any shares of Common Stock
without the prior written consent of Credit Suisse First Boston Corporation
for a period of 180 days after the date of this Prospectus, except in the case
of the Company for the grant of options and sales of shares under the
Company's stock benefit plans. The lock-up agreements with Credit Suisse First
Boston Corporation and the Company may be released at any time as to all or a
portion of the shares subject to such agreements at the sole discretion of
Credit Suisse First Boston Corporation and the Company.
 
  Substantially all of the Company's existing shareholders have agreed to be
subject to the Liquidity Schedule that limits their ability to sell their
current Common Stock holdings. See "Management--Liquidity Schedule."
 
                                      64

<PAGE>


                                 UNDERWRITING
 
  Under the terms and subject to the conditions contained in an Underwriting
Agreement dated      , 1999 (the "Underwriting Agreement"), the underwriters
named below (the "Underwriters"), for whom Credit Suisse First Boston
Corporation, Donaldson, Lufkin & Jenrette Securities Corporation and
PaineWebber Incorporated are acting as representatives (the
"Representatives"), have severally but not jointly agreed to purchase from the
Company and the Selling Shareholders the following respective numbers of
shares:
 

<TABLE>
<CAPTION>
                                                                      Number of
                                                                         U.S.
                              Underwriter                               Shares
                              -----------                             ----------
   <S>                                                                <C>
   Credit Suisse First Boston Corporation............................
   Donaldson, Lufkin & Jenrette Securities Corporation...............
   PaineWebber Incorporated..........................................
                                                                      ----------
     Total........................................................... 11,750,000
                                                                      ==========
</TABLE>

 
  The Underwriting Agreement provides that the obligations of the Underwriters
are subject to certain conditions precedent and that the Underwriters will be
obligated to purchase all of the shares offered hereby (other than those
shares covered by the over-allotment option described below) if any are
purchased. The Underwriting Agreement provides that, in the event of a default
by a Underwriter, in certain circumstances the purchase commitments of non-
defaulting Underwriters may be increased or the Underwriting Agreement may
be terminated.
 
  The Company has granted to the Underwriters an option, exercisable by Credit
Suisse First Boston Corporation, expiring at the close of business on the 30th
day after the date of this Prospectus, to purchase up to 1,762,500 additional
shares at the initial public offering price, less the underwriting discounts
and commissions, all as set forth on the cover page of this Prospectus. Such
option may be exercised only to cover over-allotments in the sale of the
shares of Common Stock offered hereby. To the extent such option is exercised,
each Underwriter will become obligated, subject to certain conditions, to
purchase approximately the same percentage of such additional shares being
sold to the Underwriters as the number of shares set forth next to such
Underwriter's name in the preceding table bears to the sum of the total number
of shares of Common Stock in such table.
 
  The Company and the Selling Shareholders have been advised by the
Representatives that the Underwriters propose to offer the shares to the
public initially at the public offering price set forth on the cover page of
this Prospectus and, through the Representatives, to certain dealers at such
price less a concession of $     per share, and the Underwriters and such
dealers may allow a discount of $     per share on sales to certain other
dealers. After the Offering, the public offering price and concession and
discount to dealers may be changed by the Representatives.
 
  The Representatives have informed the Company and the Selling Shareholders
that they do not expect discretionary sales by the Underwriters to exceed 5%
of the shares being offered hereby.
 
  Each of the Company and the existing shareholders of the Company has agreed
that it will not offer, sell, contract to sell, announce its intention to
sell, pledge or otherwise dispose of, directly or indirectly, or file with the
Commission a registration statement under the Securities Act relating to, any
shares of Common Stock or securities convertible into or exchangeable or
exercisable for any shares of the Company without the prior written consent of
Credit Suisse First Boston Corporation for a period of 180 days after the date
of this Prospectus, except in the case of the Company for the grant of options
and sale of shares under the Company's stock benefit plans.
 
                                      65

<PAGE>
 
  The Underwriters have reserved for sale, at the initial public offering
price, up to 360,000 shares of Common Stock for employees, directors and
certain other persons associated with the Company who have expressed an
interest in purchasing such shares of Common Stock in the Offering. The number
of shares available for sale to the general public in the Offering will be
reduced to the extent such persons purchase such reserved shares. Any reserved
shares not so purchased will be offered by the Underwriters to the general
public on the same terms as the other shares offered hereby.
 
  The Company and Selling Shareholders have agreed to indemnify the
Underwriters against certain liabilities, including civil liabilities under
the Securities Act, or contribute to payments that the Underwriters may be
required to make in respect thereof.
 
  Application has been made to list the shares of Common Stock on the NYSE
under the symbol "KFY."
 
  In connection with the listing of the Common Stock on the NYSE, the
Underwriters will undertake to sell round lots of 100 shares or more to a
minimum of 2,000 beneficial owners.
 
  The initial public offering price for the shares will be determined by
negotiation among the Company, the Selling Shareholders and the
Representatives. In determining such price, consideration will be given to
various factors, including market conditions for the initial public offering,
the past history of and prospects for the Company's business, operations,
earnings and financial position, an assessment of the Company's management,
the market for securities of companies in businesses similar to those of the
Company, the general condition of the securities markets and other relevant
factors. There can be no assurance, however, that the initial public offering
price will correspond to the price at which the Common Stock will trade in the
public market subsequent to the Offering or that an active trading market will
develop and continue after the Offering.
 
  The Representatives, on behalf of the Underwriters, may engage in over-
allotment, stabilizing transactions, syndicate covering transactions and
penalty bids in accordance with Regulation M under the Securities Exchange Act
of 1934 (the "Exchange Act"). Over-allotment involves syndicate sales in
excess of the offering size, which creates a syndicate short position.
Stabilizing transactions permit bids to purchase the underlying security so
long as the stabilizing bids do not exceed a specified maximum. Syndicate
covering transactions involve purchases of the Common Stock in the open market
after the distribution has been completed in order to cover syndicate short
positions. Penalty bids permit the Representatives to reclaim a selling
concession from a syndicate member when the Common Stock originally sold by
such syndicate member is purchased in a syndicate covering transaction to
cover syndicate short positions. Such stabilizing transactions, syndicate
covering transactions and penalty bids may cause the price of the Common Stock
to be higher than it would otherwise be in the absence of such transactions.
These transactions may be effected on the NYSE or otherwise and, if commenced,
may be discontinued at any time.
 
                                      66

<PAGE>
 
                         NOTICE TO CANADIAN RESIDENTS
 
Resale Restrictions
 
  The distribution of the Common Stock in Canada is being made only on a
private placement basis exempt from the requirement that the Company and
Selling Shareholders prepare and file a prospectus with the securities
regulatory authorities in each province where trades of Common Stock are
effected. Accordingly, any resale of the Common Stock in Canada must be made
in accordance with applicable securities laws which will vary depending on the
relevant jurisdiction, and which may require resales to be made in accordance
with available statutory exemptions or pursuant to a discretionary exemption
granted by the applicable Canadian securities regulatory authority. Purchasers
are advised to seek legal advice prior to any resale of the Common Stock.
 
Representations of Purchasers
 
  Each purchaser of Common Stock in Canada who receives a purchase
confirmation will be deemed to represent to the Company and Selling
Shareholders and the dealer from whom such purchase confirmation is received
that (i) such purchaser is entitled under applicable provincial securities
laws to purchase such Common Stock without the benefit of a prospectus
qualified under such securities laws, (ii) where required by law, that such
purchaser is purchasing as principal and not as agent, and (iii) such
purchaser has reviewed the text above under "--Resale Restrictions."
 
Rights of Action (Ontario Purchasers)
 
  The securities being offered are those of a foreign issuer and Ontario
purchasers will not receive the contractual right of action prescribed by
section 32 of the Regulation under the Securities Act (Ontario). As a result,
Ontario purchasers must rely on other remedies that may be available,
including common law rights of action for damages or rescission or rights of
action under the civil liability provisions of the U.S. federal securities
laws.
 
Enforcement of Legal Rights
 
  All of the issuer's directors and officers as well as the experts named
herein and the Selling Shareholders may be located outside of Canada and, as a
result, it may not be possible for Canadian purchasers to effect service of
process within Canada upon the issuer or such persons. All or a substantial
portion of the assets of the issuer and such persons may be located outside of
Canada and, as a result, it may not be possible to satisfy a judgment against
the issuer or such persons in Canada or to enforce a judgment obtained in
Canadian courts against such issuer or persons outside of Canada.
 
Notice to British Columbia Residents
 
  A purchaser of Common Stock to whom the Securities Act (British Columbia)
applies is advised that such purchaser is required to file with the British
Columbia Securities Commission a report within ten days of the sale of any
Common Stock acquired by such purchaser pursuant to this offering. Such report
must be in the form attached to British Columbia Securities Commission Blanket
Order BOR #95/17, a copy of which may be obtained from the Company. Only one
such report must be filed in respect of Common Stock acquired on the same date
and under the same prospectus exemption.
 
Taxation and Eligibility for Investment
 
  Canadian purchasers of Common Stock should consult their own legal and tax
advisors with respect to the tax consequences of an investment in the Common
Stock in their particular circumstances and with respect to the eligibility of
the Common Stock for investment by the purchaser under relevant Canadian
Legislation.
 
 
                                      67

<PAGE>
 

                                 LEGAL MATTERS
 
  The validity of the shares of the Common Stock offered hereby will be passed
upon for the Company by O'Melveny & Myers LLP, Los Angeles, California and for
the Underwriters by Sullivan & Cromwell, Los Angeles, California.
 

                                    EXPERTS
 
  The consolidated financial statements and schedule included in this
Prospectus and elsewhere in the Registration Statement have been audited by
Arthur Andersen LLP, independent public accountants, as indicated in their
reports with respect thereto, and are included herein in reliance upon the
authority of said firm as experts in giving said reports.
 
                             AVAILABLE INFORMATION
 
  The Company has filed with the Commission a Registration Statement on Form
S-1 (together with all amendments, exhibits, schedules and supplements
thereto, the "Registration Statement"), of which this Prospectus forms a part,
covering the Common Stock to be sold pursuant to the Offering. As permitted by
the rules and regulations of the Commission, this Prospectus omits certain
information, exhibits and undertakings contained in the Registration
Statement. Such additional information, exhibits and undertakings can be
inspected at and obtained from the Commission at prescribed rates at the
public reference facilities maintained by the Commission at Room 1024, 450
Fifth Street, N.W., Washington, D.C. 20549 and at certain regional offices of
the Commission located at Citicorp Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661 and 13th Floor, 7 World Trade Center, New York,
New York, 10048. The Commission maintains a Web site at http://www.sec.gov
that contains reports, proxy and information statements and other information
regarding registrants that file electronically with the Commission. In
addition, application will be made to list the Common Stock on the NYSE, and
reports and other information concerning the Company may be inspected at the
offices of such exchange. For additional information with respect to the
Company, the Common Stock and related matters and documents, reference is made
to the Registration Statement. Statements contained herein concerning any such
document are not necessarily complete and, in each instance, reference is made
to the copy of such document filed as an exhibit to the Registration
Statement. Each such statement is qualified in its entirety by such reference.
 
  The Company will issue annual reports and unaudited quarterly reports to its
shareholders for the first three quarters of each fiscal year. Annual reports
will include audited consolidated financial statements prepared in accordance
with accounting principles generally accepted in the United States and a
report of its independent public accountants with respect to the examination
of such financial statements. In addition, the Company will issue such other
interim reports as it deems appropriate.
 
                                      68

<PAGE>
 
                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
 

<TABLE>
<S>                                                                          <C>
Report of Independent Public Accountants...................................  F-2
Consolidated Balance Sheets as of April 30, 1997 and 1998 and as of October
 31, 1998 (unaudited)......................................................  F-3
Consolidated Statements of Income for the fiscal years ended April 30,
 1996, 1997 and 1998 and the six months ended October 31, 1997 and 1998
 (unaudited)...............................................................  F-5
Consolidated Statements of Shareholders' Equity for the fiscal years ended
 April 30, 1996, 1997 and 1998 and the six months ended October 31, 1998
 (unaudited)...............................................................  F-6
Consolidated Statements of Cash Flows for the fiscal years ended April 30,
 1996, 1997 and 1998 and the six months ended October 31, 1997 and 1998
 (unaudited)...............................................................  F-7
Notes to Consolidated Financial Statements.................................  F-8
</TABLE>

 
                                      F-1

<PAGE>
 
  After the stock split discussed in Note 14 to Korn/Ferry International's
consolidated financial statements is effective, we expect to be in a position
to render the following auditor's report.
 
Arthur Andersen LLP
 
Los Angeles, California
July 31, 1998
 
                   REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
 
To the Shareholders and Board of Directors of
Korn/Ferry International and Subsidiaries:
 
  We have audited the accompanying consolidated balance sheets of KORN/FERRY
INTERNATIONAL AND SUBSIDIARIES (the "Company"), a California corporation, as
of April 30, 1998 and 1997, and the related consolidated statements of income,
shareholders' equity and cash flows for each of the three years in the period
ended April 30, 1998. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
 
  We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
 
  In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of KORN/FERRY INTERNATIONAL
AND SUBSIDIARIES as of April 30, 1998 and 1997, and the consolidated results
of their operations and their cash flows for each of the three years in the
period ended April 30, 1998, in conformity with generally accepted accounting
principles.
 
                                      F-2

<PAGE>
 
                   KORN/FERRY INTERNATIONAL AND SUBSIDIARIES
 
                          CONSOLIDATED BALANCE SHEETS
                                 (in thousands)
 

<TABLE>
<CAPTION>
                                                    April 30,       October 31,
                                                ------------------  -----------
                                                  1997      1998       1998
                                                --------  --------  -----------
                                                                    (unaudited)
<S>                                             <C>       <C>       <C>
ASSETS
Cash and cash equivalents.....................  $ 25,298  $ 32,358   $ 23,277
Receivables due from clients, net of allowance
 for doubtful accounts of $3,846 and $5,390 as
 of April 30, 1997 and 1998 and $7,307 as of
 October  31, 1998, respectively..............    49,749    57,754     67,867
Other receivables.............................     3,937     3,501      3,125
Prepaid expenses..............................     5,758     6,265      6,947
                                                --------  --------   --------
    Total current assets......................    84,742    99,878    101,216
                                                --------  --------   --------
Property and equipment:
  Computer equipment and software.............    13,259    13,715     16,393
  Furniture and fixtures......................    10,673    13,573     14,415
  Leasehold improvements......................     7,596     9,713     11,157
  Automobiles.................................     1,580     1,679      1,893
                                                --------  --------   --------
                                                  33,108    38,680     43,858
Less: Accumulated depreciation and
 amortization.................................   (15,361)  (17,583)   (21,853)
                                                --------  --------   --------
    Property and equipment, net...............    17,747    21,097     22,005
                                                --------  --------   --------
Cash surrender value of company owned life
 insurance policies, net of loans.............    21,292    30,109     31,981
Guaranteed investment contracts...............     3,546     1,746      1,797
Notes receivable..............................     2,781     2,308      2,400
Deferred income taxes.........................    11,953    16,545     18,287
Goodwill and other intangibles, net of
 accumulated amortization of $3,332 and $4,182
 as of April 30, 1997 and 1998 and $4,726 as
 of October 31, 1998, respectively............     4,364     2,972      6,168
Other.........................................     1,980     1,716      3,585
                                                --------  --------   --------
    Total assets..............................  $148,405  $176,371   $187,439
                                                ========  ========   ========
</TABLE>

 
 
 
  The accompanying notes are an integral part of these consolidated financial
                                  statements.
 
                                      F-3

<PAGE>
 
                   KORN/FERRY INTERNATIONAL AND SUBSIDIARIES
 
                    CONSOLIDATED BALANCE SHEETS--(Continued)
                                 (in thousands)
 

<TABLE>
<CAPTION>
                                                    April 30,       October 31,
                                                ------------------  -----------
                                                  1997      1998       1998
                                                --------  --------  -----------
                                                                    (unaudited)
<S>                                             <C>       <C>       <C>
LIABILITIES AND SHAREHOLDERS' EQUITY
Notes payable and current maturities of long-

 term debt..................................... $  5,072  $  2,559   $  2,696
Accounts payable...............................    4,938     3,651      7,667
Income taxes payable...........................    5,454     6,903      2,249
Accrued liabilities:
  Compensation.................................   24,164    26,100     40,664
  Payroll taxes................................    7,790    14,821      1,865
  Other accruals...............................   17,273    19,271     21,518
                                                --------  --------   --------
    Total current liabilities..................   64,691    73,305     76,659
Deferred compensation..........................   27,676    34,552     34,171
Long-term debt.................................    3,206     6,151      7,102
Other..........................................      933     1,582      1,846
                                                --------  --------   --------
    Total liabilities..........................   96,506   115,590    119,778
                                                --------  --------   --------
Non-controlling shareholders' interests........    1,087     2,027      1,820
                                                --------  --------   --------
Mandatorily redeemable common and preferred
 stock:
  Preferred stock, no par value
  Series A--Authorized 10 shares, outstanding 9
   shares as of April 30, 1997 and 1998 and as
   of October 31, 1998 at redemption value.....       63        63         63
  Series B--Authorized 150 shares, outstanding
   126 and 121 shares as of April 30, 1997 and
   1998 and as of October 31, 1998 at book
   value.......................................    1,306     1,353      1,389
  Common stock, no par value--outstanding
   20,062 and 22,282 shares as of April 30,
   1997 and 1998 and 26,102 shares as of
   October 31, 1998 at book value..............   52,159    62,110     74,563
  Less: Notes receivable from shareholders and
   other unpaid shares.........................   (5,339)   (7,365)   (12,830)
                                                --------  --------   --------
    Total mandatorily redeemable common and
     preferred stock...........................   48,189    56,161     63,185
                                                --------  --------   --------
Shareholders' equity:
  Common Stock, no par value--Authorized
   150,000 shares, outstanding 1,010 and 920
   shares as of April 30, 1997 and 1998 and 920
   shares as of October 31, 1998 at book value.      --        --         --
  Retained Earnings............................    2,623     2,593      2,656
                                                --------  --------   --------
    Total shareholders' equity.................    2,623     2,593      2,656
                                                --------  --------   --------
    Total liabilities and shareholders' equity. $148,405  $176,371   $187,439
                                                ========  ========   ========
</TABLE>

 
 
  The accompanying notes are an integral part of these consolidated financial
                                  statements.
 
                                      F-4

<PAGE>
 
                   KORN/FERRY INTERNATIONAL AND SUBSIDIARIES
 
                       CONSOLIDATED STATEMENTS OF INCOME
                    (in thousands, except per share amounts)
 

<TABLE>
<CAPTION>
                           Fiscal Year Ended April
                                     30,                Six Months Ended October 31,
                          ----------------------------  ----------------------------
                            1996      1997      1998         1997            1998
                          --------  --------  --------  --------------  --------------
                                                                 (unaudited)
<S>                       <C>       <C>       <C>       <C>             <C>
Professional fees and
 reimbursable expenses..  $225,459  $269,624  $311,016  $      145,977  $      181,825
Other income including
 interest income........     4,758     2,937     4,009           1,158           1,937
                          --------  --------  --------  --------------  --------------
  Total revenues........   230,217   272,561   315,025         147,135         183,762
Less: Reimbursable
 candidate expenses.....    (8,731)  (12,137)  (14,470)         (6,804)         (8,073)
                          --------  --------  --------  --------------  --------------
  Net revenues..........   221,486   260,424   300,555         140,331         175,689
                          --------  --------  --------  --------------  --------------
Compensation and
 benefits...............   140,721   166,854   197,790          96,135         116,380
General and
 administrative
 expenses...............    64,419    73,005    84,575          35,872          51,961
Interest expense........     3,683     3,320     4,234           1,740           2,582
                          --------  --------  --------  --------------  --------------
  Income before
   provision for income
   taxes and
   non-controlling
   shareholders'
   interests............    12,663    17,245    13,956           6,584           4,766
Provision for income
 taxes..................     3,288     6,658     6,687           3,131           2,069
Non-controlling
 shareholders'
 interests..............     1,579     1,588     2,025           1,015           1,324
                          --------  --------  --------  --------------  --------------
  Net income............  $  7,796  $  8,999  $  5,244  $        2,438  $        1,373
                          ========  ========  ========  ==============  ==============
Basic earnings per
 common share...........  $    .38  $    .42  $    .24  $          .11  $          .05
                          ========  ========  ========  ==============  ==============
Basic weighted average
 common shares
 outstanding............    20,390    21,382    21,885          21,403          26,007
                          ========  ========  ========  ==============  ==============
Diluted earnings per
 common share...........  $    .36  $    .40  $    .23  $          .11  $          .05
                          ========  ========  ========  ==============  ==============
Diluted weighted average
 common shares
 outstanding............    23,019    23,481    23,839          23,280          27,242
                          ========  ========  ========  ==============  ==============
</TABLE>

 
 
  The accompanying notes are an integral part of these consolidated financial
                                  statements.
 
                                      F-5

<PAGE>
 
                   KORN/FERRY INTERNATIONAL AND SUBSIDIARIES
 
                CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
                                 (in thousands)
 

<TABLE>
<CAPTION>
                                                                           Allocation of
                                                                           Shareholders'
                                                              Accumulated    Equity to
                          Preferred Stock                        Other      Mandatorily      Total
                         ----------------- Common   Retained Comprehensive  Redeemable   Shareholders' Comprehensive
                         Series A Series B  Stock   Earnings    Income         Stock        Equity        Income
                         -------- -------- -------  -------- ------------- ------------- ------------- -------------
<S>                      <C>      <C>      <C>      <C>      <C>           <C>           <C>           <C>
Balance as of April 30,
 1995...................   $ 1      $14    $ 9,211  $31,976     $  (420)     $(38,763)      $2,019
 Purchase of stock......             (1)    (2,957)                             2,958
 Issuance of stock......                     4,402                             (4,402)
Comprehensive income:
 Net income.............                              7,796                    (7,456)         340        $ 7,796
 Foreign currency
  translation
  adjustments before
  tax...................                                         (2,564)        2,452         (112)        (2,564)
 Income tax benefit
  related to other
  comprehensive income..                                            666          (637)          29            666
                                                                                                          -------
Comprehensive income....                                                                                  $ 5,898
                           ---      ---    -------  -------     -------      --------       ------        =======
Balance as of April 30,
 1996...................     1       13     10,656   39,772      (2,318)      (45,848)       2,276
 Purchase of stock......             (1)    (5,051)                             5,052
 Issuance of stock......                     5,843                             (5,843)
Comprehensive income:
 Net income.............                              8,999                    (8,567)         432        $ 8,999
 Foreign currency
  translation
  adjustments before
  tax...................                                         (2,872)        2,734         (138)        (2,872)
 Income tax benefit
  related to other
  comprehensive income..                                          1,109        (1,056)          53          1,109
                                                                                                          -------
Comprehensive income....                                                                                  $ 7,236
                           ---      ---    -------  -------     -------      --------       ------        =======
Balance as of April 30,
 1997...................     1       12     11,448   48,771      (4,081)      (53,528)       2,623
 Purchase of stock......                    (3,150)                             2,916         (234)
 Issuance of stock......                     8,635                             (8,635)
Comprehensive income:
 Net income.............                              5,244                    (5,005)         239        $ 5,244
 Foreign currency
  translation
  adjustments before
  tax...................                                         (1,461)        1,394          (67)        (1,461)
 Income tax benefit
  related to other
  comprehensive income..                                            700          (668)          32            700
                                                                                                          -------
Comprehensive income....                                                                                  $ 4,483
                           ---      ---    -------  -------     -------      --------       ------        =======
Balance as of April 30,
 1998...................     1       12     16,933   54,015      (4,842)      (63,526)       2,593
 Purchase of stock
  (unaudited)...........                    (2,418)                             2,418
 Issuance of stock
  (unaudited)...........                    13,916                            (13,916)
Comprehensive income
 (unaudited):
 Net income.............                              1,373                    (1,291)          82        $ 1,373
 Foreign currency
  translation
  adjustments before
  tax...................                                           (564)          531          (34)          (564)
 Income tax benefit
  related to other
  comprehensive income..                                            245          (230)          15            245
                                                                                                          -------
Comprehensive income....                                                                                  $ 1,054
                           ---      ---    -------  -------     -------      --------       ------        =======
Balance as of
 October 31, 1998
 (unaudited)............   $ 1      $12    $28,431  $55,388     $(5,161)     $(76,014)      $2,656
                           ===      ===    =======  =======     =======      ========       ======
</TABLE>

 
  The accompanying notes are an integral part of these consolidated financial
                                  statements.
 
                                      F-6

<PAGE>
 
                   KORN/FERRY INTERNATIONAL AND SUBSIDIARIES
 
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (in thousands)
 

<TABLE>
<CAPTION>
                               Fiscal Year Ended April      Six Months Ended
                                         30,                   October 31,
                              ----------------------------  ------------------
                                1996      1997      1998      1997      1998
                              --------  --------  --------  --------  --------
                                                               (unaudited)
<S>                           <C>       <C>       <C>       <C>       <C>
Cash from operating
 activities:
  Net income................. $  7,796  $  8,999  $  5,244  $  2,438  $  1,373
  Adjustments to reconcile
   net income to
   net cash provided by
   operating activities:
    Depreciation.............    3,599     5,087     6,552     3,304     3,989
    Amortization.............    1,541       424     1,165       583       544
    Provision for doubtful
     accounts................    1,590     2,196     2,427     1,010     3,307
    Cash surrender value in
     excess of premiums paid.   (1,142)   (1,601)   (1,767)     (840)     (256)
    Earnings from affiliate..      589       --        --        --        --
    Gain on sale of interest
     in affiliate............     (516)      --        --        --        --
  Change in other assets and
   liabilities net of
   acquisitions:
    Deferred compensation....    2,056     3,093     6,876     4,108     3,859
    Receivables due from
     clients.................   (8,769)  (12,630)   (9,996)  (12,605)  (11,603)
    Prepaid expenses.........     (988)   (1,174)     (507)   (1,260)     (682)
    Income taxes payable.....   (5,323)      276    (3,143)    1,390    (6,396)
    Accounts payable and
     accrued liabilities.....    8,344     6,036     9,678      (842)    7,872
    Non-controlling
     shareholders' interests
     and other, net..........     (431)     (550)    1,953      (388)   (3,676)
                              --------  --------  --------  --------  --------
      Net cash provided by
       (used in) operating
       activities............    8,346    10,156    18,482    (3,102)   (1,669)
                              --------  --------  --------  --------  --------
Cash from investing
 activities:
  Purchase of property and
   equipment.................   (8,084)   (8,483)   (9,903)   (5,419)   (4,898)
  Business acquisitions, net
   of cash acquired..........      --        --        --        --     (1,323)
  Premiums on life insurance.   (8,590)   (7,865)  (12,408)   (3,462)   (3,816)
  Redemption (purchase) of
   guaranteed investment
   contracts.................   (5,299)    1,753     1,949       --        --
  Sale of interest in
   affiliates................      357       434       473       --        --
                              --------  --------  --------  --------  --------
      Net cash used in
       investing activities..  (21,616)  (14,161)  (19,889)   (8,881)  (10,037)
                              --------  --------  --------  --------  --------
Cash from financing
 activities:
  Increase (decrease) in bank
   borrowings................   (1,000)    2,000     2,000     8,000       --
  Payment of debt............   (1,477)   (1,470)   (1,957)     (926)     (750)
  Borrowings (repayments)
   under life insurance
   policies..................   12,878     1,973     5,358       (60)    2,200
  Purchase of common and
   preferred stock...........   (2,532)   (3,674)   (2,761)   (1,859)   (2,160)
  Issuance of common and
   preferred stock...........    5,695     5,597     6,588     2,584     3,654
                              --------  --------  --------  --------  --------
      Net cash provided by
       financing activities..   13,564     4,426     9,228     7,739     2,944
                              --------  --------  --------  --------  --------
Effect of exchange rate
 changes on cash flows.......   (1,898)   (1,763)     (761)     (275)     (319)
                              --------  --------  --------  --------  --------
Net increase (decrease) in
 cash and cash equivalents...   (1,604)   (1,342)    7,060    (4,519)   (9,081)
Cash and cash equivalents at
 beginning of the period.....   28,244    26,640    25,298    25,298    32,358
                              --------  --------  --------  --------  --------
Cash and cash equivalents at
 end of the period........... $ 26,640  $ 25,298  $ 32,358  $ 20,779  $ 23,277
                              ========  ========  ========  ========  ========
</TABLE>

 
  The accompanying notes are an integral part of these consolidated financial
                                  statements.
 
                                      F-7

<PAGE>
 
                   KORN/FERRY INTERNATIONAL AND SUBSIDIARIES
 
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   (in thousands, except per share amounts)
 
                                April 30, 1998
 
1. Summary of Significant Accounting Policies
 
 Nature of Business
 
  Korn/Ferry International and Subsidiaries is engaged in the business of
providing executive search, consulting and related services globally on a
retained basis.
 
 Principles of Consolidation
 
  The consolidated financial statements include the accounts of Korn/Ferry
International, all of its wholly owned domestic and international
subsidiaries, and affiliated companies in which the Company has effective
control (collectively, the "Company"). All material intercompany accounts and
transactions have been eliminated.
 
 Interim Financial Information
 
  The accompanying balance sheet as of October 31, 1998 and the statements of
income and cash flows for the six months ended October 31, 1997 and 1998 and
the statements of shareholders' equity for the six months ended October 31,
1998 are unaudited. In the opinion of management, the statements have been
prepared on the same basis as the audited financial statements and include all
adjustments, consisting of normal recurring adjustments, necessary for the
fair presentation of the interim periods. The data for the interim periods
disclosed in these notes to the financial statements is also unaudited. The
results of operations and cash flows for the interim period are not
necessarily indicative of the results to be expected for any future interim
period.
 
 Use of Estimates
 
  The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates. The most
significant estimates with regard to these financial statements relate to the
accounting for deferred compensation plans and deferred tax assets. (See Notes
8 and 9).
 
 Translation of Foreign Currencies
 
  The functional currency applicable to the Company's foreign subsidiaries,
except those in Argentina, Brazil, Colombia and Venezuela, is the local
currency. Due to high inflation, Argentina, Brazil, Colombia and Venezuela use
the U.S. dollar as the functional currency.
 
  Assets and liabilities of the Company's foreign subsidiaries are translated
into U.S. dollars at the rates of exchange in effect at the end of each year
and revenues and expenses are translated at average rates of exchange during
the year. Translation adjustments are reported as a component of comprehensive
income.
 
  For entities denominated in currencies other than their functional
currencies, gains and losses resulting from the effect of exchange rate
changes are included in determining net income and resulted in losses,
included in general and administrative expenses, of $97, $344 and $511 in
fiscal 1996, 1997 and 1998, respectively.
 
                                      F-8

<PAGE>
 
                   KORN/FERRY INTERNATIONAL AND SUBSIDIARIES
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
 
 
 Revenue Recognition
 
  Substantially all professional fee revenues are derived from fees for
professional services related to executive search, consulting and related
services. Fee revenues are recognized as services are substantially rendered,
generally over a ninety day period commencing in the month of initial
acceptance of a search engagement. The Company generally bills clients in
three monthly installments over this period. Reimbursable expenses include
specifically identified and allocated costs related to professional services
that are billed to clients.
 
 Cash Flows
 
  Cash equivalents consist of highly liquid investments purchased with
original maturities of three months or less.
 
  Net cash from operating activities includes cash payments for interest of
$3,233, $3,594, $4,381, $509 and $880 in fiscal 1996, 1997, 1998 and the six
months ended October 31, 1997 and 1998, respectively. Cash payments for income
taxes, net of refunds, amounted to $6,620, $6,770, $9,830, $1,676 and $8,431
in fiscal 1996, 1997 and 1998 and the six months ended October 31, 1997 and
1998, respectively.
 
 Fair Value of Financial Instruments
 
  The carrying amount of cash, cash equivalents and accounts receivable
approximates fair value due to the short maturity of these instruments.
Guaranteed investment contracts, notes receivable, notes payable and long-term
debt bear interest at rates that approximate the current market interest rates
for similar instruments and, accordingly the carrying value approximates fair
value.
 
 Concentration of Credit Risk
 
  Financial instruments which potentially subject the Company to significant
concentrations of credit risk consist principally of receivables due from
clients. Concentrations of credit risk with respect to receivables are limited
due to the Company's large number of customers and their dispersion across
many different industries and countries worldwide.
 
 Earnings per Common Share
 
  The Company adopted Statement of Financial Accounting Standard ("SFAS") No.
128, "Earnings per Share," ("EPS") at April 30, 1998, which requires the
Company to report basic and diluted EPS. Basic EPS is computed by dividing net
income by the weighted average number of common shares outstanding for the
year. Diluted EPS reflects the potential dilution that could occur if the
Company's phantom stock units, stock rights and Common Stock purchase
commitments were converted or issued as of the earlier of the beginning of
each year or the date of issuance. (See Note 2).
 
 Property and Equipment
 
  Leasehold improvements are amortized over the useful life of the asset, or
the lease term, whichever is less, using the straight-line method. All other
property and equipment is depreciated or amortized over the estimated useful
lives of three to ten years, using the straight-line method.
 
 Cash Surrender Value of Life Insurance
 
  The increase in the cash surrender value ("CSV") of Company owned life
insurance ("COLI") contracts in excess of insurance premiums paid is reported
in compensation and benefits expense. (See Note 8).
 
                                      F-9

<PAGE>
 
                   KORN/FERRY INTERNATIONAL AND SUBSIDIARIES
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
 
 
 Goodwill and Other Intangibles
 
  Goodwill is amortized on a straight line basis generally over five to ten
years. Other intangibles arising from business acquisitions include
contractual obligations contingent upon future performance and are amortized
on a straight line basis over the contractual period.
 
 New Accounting Pronouncements
 
  During 1997, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 131, "Disclosures about Segments of an Enterprise and Related
Information," which requires companies to report financial and descriptive
information about its reportable operating segments in the interim and annual
financial statements. It is effective for annual periods beginning after
December 15, 1997 and will be adopted by the Company in fiscal 1999. It is not
expected that the adoption of this standard will have an impact on the
consolidated financial statements, however, it may require additional footnote
disclosure.
 
  During 1998, the FASB issued SFAS No. 132, "Employers' Disclosure about
Pensions and Other Postretirement Benefits an amendment to FASB Statements No.
87, 88 and 106," which revises employers' disclosure requirements for pension
and other postretirement plans. It does not change the measurement or
recognition of costs and benefits provided by those plans. The standard is
effective for fiscal years beginning after December 15, 1997, although earlier
application is encouraged. Adoption of this pronouncement is reflected in the
accompanying consolidated financial statements (See Note 8). Disclosures for
earlier periods have been restated for comparative purposes.
 
  During 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and for Hedging Activities," which establishes new standards for
reporting derivative and hedging information. The standard is effective for
periods beginning after June 15, 1999 and will be adopted by the Company as of
May 1, 2000. It is not expected that the adoption of this standard will have
an impact on the consolidated financial statements nor require additional
footnote disclosure since the Company does not currently utilize derivative
instruments or participate in structured hedging activities.
 
Reclassifications
 
  Certain prior year balances have been reclassified in order to conform to
the current year consolidated financial statement presentation.
 
                                     F-10

<PAGE>
 
                   KORN/FERRY INTERNATIONAL AND SUBSIDIARIES
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
 
 
2. Basic and Diluted Earnings Per Share
 
  Following is a reconciliation of the numerator (income) and denominator
(shares) used in the computation of basic and diluted EPS:
 

<TABLE>
<CAPTION>
                                   Fiscal year ended April 30,                         Six months ended October 31,
                  -------------------------------------------------------------- -----------------------------------------
                          1996                 1997                 1998                 1997                 1998
                  -------------------- -------------------- -------------------- -------------------- --------------------
                                 Per                  Per                  Per                  Per                  Per
                                Share                Share                Share                Share                Share
                  Income Shares Amount Income Shares Amount Income Shares Amount Income Shares Amount Income Shares Amount
                  ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
<S>               <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>
Basic EPS
Income available
 to common
 shareholders...  $7,796 20,390 $0.38  $8,999 21,382 $0.42  $5,244 21,885 $0.24  $2,438 21,403 $0.11  $1,373 26,007 $0.05
                                =====                =====                =====                =====                =====
Effect of
 Dilutive
 Securities
Shareholder
 common stock
 purchase
 commitments....            894                  436                  318                  219                  700
Phantom stock
 units..........     299  1,272           246  1,242           161  1,219            81  1,241                  383
Stock
 appreciation
 rights.........     109    463            88    421            14    417             7    417                  152
                  ------ ------        ------ ------        ------ ------        ------ ------        ------ ------
Diluted EPS
Income available
 to common
 shareholders
 plus assumed
 conversions....  $8,204 23,019 $0.36  $9,333 23,481 $0.40  $5,419 23,839 $0.23  $2,526 23,280 $0.11  $1,373 27,242 $0.05
                  ====== ====== =====  ====== ====== =====  ====== ====== =====  ====== ====== =====  ====== ====== =====
</TABLE>

 
 
  The share amounts in the table above reflect a 4 to 1 stock split approved
by the Board of Directors on July 24, 1998. (See Note 14).
 
3. Notes Payable and Long-Term Debt
 
  At April 30, 1998, the Company maintained an $11,000 unsecured bank
revolving line of credit facility. Borrowings on the line of credit bear
interest at the bank's prime rate less one-half percent, which was 8.0% at
April 30, 1998. There was no outstanding balance under the revolving line of
credit as of April 30, 1998.
 
  The Company's long-term debt consists of the following:

<TABLE>
<CAPTION>
                                                                Fiscal Year
                                                              Ended April 30,
                                                              ----------------
                                                               1997     1998
                                                              -------  -------
<S>                                                           <C>      <C>
8% variable rate unsecured term loan due to bank, principal
 and interest payable quarterly.............................. $   --   $ 5,000
Unsecured subordinated notes payable to former shareholders
 due through October 2002, bearing interest at various rates
 up to 8.75%.................................................   5,278    3,710
                                                              -------  -------
  Total debt.................................................   5,278    8,710
Less: current maturities of long-term debt...................  (2,072)  (2,559)
                                                              -------  -------
  Long-term debt............................................. $ 3,206  $ 6,151
                                                              =======  =======
</TABLE>

 
  The Company issued notes payable to shareholders of $395, $1,708 and $389 in
fiscal 1996, 1997 and 1998, respectively, for the purchase of Common Stock.
 
  Annual maturities of long-term debt for the five fiscal years subsequent to
April 30, 1998 are: $2,559 in 1999, $2,488 in 2000, $1,336 in 2001, $1,254 in
2002 and $1,073 in 2003.
 
                                     F-11

<PAGE>
 
                   KORN/FERRY INTERNATIONAL AND SUBSIDIARIES
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
 
 
  The Company also has outstanding borrowings against the CSV of COLI
contracts of $32,278 and $37,638 at April 30, 1997 and 1998, respectively.
These borrowings are secured by the CSV, principal payments are not scheduled
and interest is payable at least annually, at various variable rates. (See
Note 8).
 
4. Shareholders Agreements and Supplemental Information Regarding Book Value
Per Share
 
  Under existing stock purchase and repurchase agreements, collectively
referred to as the Equity Participation Program ("EPP"), eligible executives
of the Company have the opportunity to purchase shares of Common Stock at book
value and are required to sell their shares of Common Stock to the Company at
book value upon termination of their employment. For purposes of EPP purchases
and sales, book value per share, adjusted for the 4-to-1 stock split, was
$2.60 ($10.40 pre-stock split) and $2.79 ($11.15 pre-stock split) at April 30,
1997 and 1998, respectively. The EPP book value calculation excludes the
effect of the Series A Preferred Stock and shareholder notes related to Common
Stock purchases. The Company ceased issuing shares of Common Stock under the
EPP as of May 1, 1998. The Board of Directors approved the Supplemental Equity
Participation Program (the "Supplemental EPP") on July 24, 1998, effective May
2, 1998, and issued shares of Common Stock at fair market value, appraised as
of June 30, 1998. The Company ceased enrollment of executives in the
Supplemental EPP as of August 17, 1998. On November 30, 1998, the Company
adopted the Interim Equity Executive Participation Program (the "Interim EPP")
in order to permit persons promoted to vice president and other persons hired
as vice presidents of the Company after August 17, 1998 to purchase shares of
Common Stock at fair market as of December 30, 1998.
 
  Shares subject to book value repurchase agreements are classified as
mandatorily redeemable common stock in the accompanying consolidated balance
sheets. As of April 30, 1997 and 1998 notes receivable from shareholders for
Common Stock purchases were $4,566 and $6,612, respectively. The Company
issued Common Stock in exchange for notes receivable from shareholders of
$3,172, $4,305 and $6,184 in fiscal 1996, 1997 and 1998 respectively. Included
in shareholders' notes and other unpaid shares at October 31, 1998 is $500
related to Common Stock issued that vests over a three year period.
 
  At April 30, 1998, the Company had commitments of $1,484 from vice
presidents to buy additional Common Stock at book value under the EPP.
Additionally, the Company had commitments to sell to vice presidents Common
Stock with an aggregate price at book value of $5,805, at May 1, 1998. The
difference between the fair market value of these shares and the EPP book
value purchase price, of approximately $16,000, will be recorded as
compensation and benefits expense when the book value repurchase agreements
are amended and replaced with the fair value repurchase agreements upon
consummation of the IPO. In addition the Company will recognize compensation
and benefits expense related to shares issued subsequent to July 1997, of
approximately $10,600, representing the difference between the fair market
value and the book value of the shares at the date of issuance.
 
   The repurchase agreements under the EPP will be amended upon consummation
of an initial public offering ("IPO") to permit employee shareholders to sell
their shares in the public market, subject to a liquidity schedule that
provides for increases over a four year period in the number of shares that
can be sold. Subsequent to the consummation of an IPO, shares will no longer
be issued under the EPP, Supplemental EPP or Interim EPP.
 
5. Preferred Stock
 
  In December 1994, the Company issued Series A Preferred Stock in conjunction
with the redemption of common stock from certain employee shareholders. These
shares have a redemption value of $7.29 per share plus cumulative unpaid
dividends at 8.5% per annum. The Company may redeem all or any part of the
outstanding Preferred Stock at the earlier of either (i) payment in full of
all promissory notes of the Company
 
                                     F-12

<PAGE>
 
                   KORN/FERRY INTERNATIONAL AND SUBSIDIARIES
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
 
issued in the Redemption, or (ii) the approval of the holders of a majority of
the shares of the Series A Preferred Stock. Shares of Series A Preferred Stock
have voting rights equivalent to 100 shares of common stock for each share
outstanding, except that holders of Series A Preferred Stock must vote in
favor of certain transactions approved by holders of two-thirds or more of the
shares of Common Stock of the Company.
 
  In a previous year, the Company also issued Series B Preferred Stock which
has voting and redemption rights, including the book value repurchase
requirements equivalent to Common Stock. All Series B Preferred Stock is held
in the Company's Employee Tax Deferred Savings Plan.
 
  Upon consummation of an IPO, all shares of Series A and B Preferred Stock
will be redeemed at their contractual amounts of approximately $1,400.
 
6. Phantom Stock Plan and Stock Right Plan
 
  Effective May 1, 1988, the Company established a Phantom Stock Plan for key
employees. The plan allows for granting the rights to purchase up to 1,500
unit rights at the book value of the outstanding Common Stock at the date of
grant. On a pre-stock split basis as of April 30, 1997 and 1998, 310 and 297
units were outstanding, respectively. These units are fully vested and entitle
employees, upon termination of employment, to receive their interest in cash
based on the equivalent book value of the Common Stock.
 
  In fiscal 1992, the Company established a Stock Right Plan under which
rights are granted to employees selected by a committee of the Board of
Directors. These rights are fully vested after two years and entitle the
holder to rights substantially identical to the common shares, excluding
voting rights. As of April 30, 1997 and 1998, 104 units were outstanding on a
pre-stock split basis.
 
  Compensation expense is recognized based on the change, if any, in the book
value of the Common Stock since the date of the grant. Compensation expense
related to these plans amounted to $628, $514 and $270 in fiscal 1996, 1997
and 1998, respectively. Subsequent to year end, the Board of Directors and
shareholders approved the termination of these plans and the conversion of the
phantom stock units and stock rights to Common Stock.
 
  The Stock Right Plan and Phantom Stock Plan were terminated and each
participant within either the Stock Right Plan or Phantom Stock Plan was
offered the opportunity to receive $11.15 per phantom unit or stock
appreciation right or receive shares of the Common Stock at the book value of
a share of Common Stock as of April 30, 1998, which was valued at
approximately $2.79 per share after giving effect to the 4-to-1 stock split.
The Company had 275,954 phantom units and 114,356 stock appreciation rights
outstanding as of June 30, 1998, the effective date of the surrender,
termination and cancellation of all the outstanding phantom units and stock
appreciation rights of the Company. As a result of this transaction,
mandatorily redeemable common stock was increased by $4,240 with a
corresponding decrease in the deferred compensation liability.
 
  The Common Stock issued upon termination of these plans is subject to the
EPP book value repurchase agreements. These repurchase agreements will be
amended to adopt the liquidity schedule upon consummation of an IPO. At that
date, the Company will recognize compensation and benefits expense of
approximately $13,200 for the excess of the fair market value of the shares
over the book value price of the shares issued in the conversion.
 
7. Employee Profit-Sharing and Benefit Plans
 
  The Company has an Employee Tax Deferred Savings Plan that covers eligible
employees in the United States. The Company's discretionary accrued
contribution to this plan was $1,230, $1,768 and $2,400 for fiscal
 
                                     F-13

<PAGE>
 
                   KORN/FERRY INTERNATIONAL AND SUBSIDIARIES
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
 
1996, 1997 and 1998, respectively. The Company's non-U.S. employees are
covered by a variety of pension plans that are applicable to the countries in
which they work. The contributions for these plans are determined in
accordance with the legal requirements in each country and generally are based
on the employees' annual compensation.
 
8. Deferred Compensation and Life Insurance Contracts
 
  The Company has established several deferred compensation plans for
officer/shareholder employees that provide defined benefit payments to
participants based on the deferral of current compensation and subject to
vesting and retirement or termination provisions.
 
  The Enhanced Wealth Accumulation Plan (EWAP) was established in fiscal 1994.
Certain vice presidents elect to participate in a "deferral unit" that
requires the contribution of current compensation for an eight year period in
return for defined benefit payments from the Company over a fifteen year
period generally at retirement at age 65 or later. Participants may acquire
additional "deferral units" every five years.
 
  The Wealth Accumulation Plan (WAP) was replaced by the EWAP in fiscal 1994.
Executives who did not choose to roll over their WAP units into the EWAP
continue to be covered under the earlier version in which participants
generally vest and commence receipt of benefit payments at retirement at age
65.
 
  Participants in the Senior Executive Incentive Plan (SEIP) are elected for
participation by the Company's Board of Directors. Generally, to be eligible
the vice president must be participating in the EWAP. Participation in the
SEIP requires the vice president to contribute a portion of their compensation
during a four-year period, or in some cases make an after tax contribution, in
return for a defined benefit paid by the Company generally over a fifteen year
period at age 65, or retirement.
 
  The Company's Worldwide Executive Benefit Plans (WEB) are designed to
integrate with government sponsored benefits and provide a monthly benefit to
vice presidents and shareholders upon retirement from the Company. Each year a
plan participant accrues and is fully vested in one-twentieth of the targeted
benefits expressed as a percentage set by the Company for that year. Upon
retirement, a participant receives a monthly benefit payment equal to the sum
of the percentages accrued over such participant's term of employment, up to a
maximum of 20 years, multiplied by the participant's highest average monthly
salary during any 36 consecutive months in the final 72 months of active full-
time employment.
 
  Certain current and former employees also have individual deferred
compensation arrangements with the Company which provide for payment of
defined amounts over certain periods commencing at specified dates or events.
 
  In 1998, certain employees elected to defer a portion of their compensation,
amounting to approximately $2,500, into a new deferred compensation plan
established by the Company. If the Company terminates this plan before April
30, 1999, the employees will receive their deferred compensation plus interest
at the Company's bank borrowing rate, currently at 8%.
 
  For financial accounting purposes, the Company estimates the present value
of the future benefits payable as of the estimated payment commencement date.
The Company also estimates the remaining number of years a participant will be
employed by the Company. Then, each year during the period of estimated
employment, the Company accrues a liability and recognizes expense for a
portion of the future benefit using the "benefit/years of service" attribution
method for the SEIP and EWAP plans and the "projected unit credit" method for
the WEB plan.
 
 
                                     F-14

<PAGE>
 
                   KORN/FERRY INTERNATIONAL AND SUBSIDIARIES
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
 
  In calculating the accrual for future benefit payments, management has made
assumptions regarding employee turnover, participant vesting and the discount
rate. Management periodically reevaluates all assumptions. If assumptions
change in future reporting periods, the changes may impact the measurement and
recognition of benefit liabilities and related compensation expense.
 
  As of April 30, 1997 and 1998, the Company had unrecognized losses related
to these deferred compensation plans of $4,421 and $7,747 due to changes in
assumptions of the discount rate used for calculating the accruals for future
benefits. The Company amortizes unrecognized losses over the average remaining
service period of active participants. The discount rate used in 1997 and 1998
was 9.0% and 7.5%, respectively.
 
  Following is a reconciliation of the benefit obligation for the Company's
deferred compensation plans:
 

<TABLE>
<CAPTION>
                                                                 Year Ended
                                                                  April 30,
                                                                 ----------
                                                                1997     1998
                                                               -------  -------
   <S>                                                         <C>      <C>
   Benefit obligation at beginning of the year................ $26,705  $30,149
   Service cost...............................................   1,227    1,693
   Interest cost..............................................   1,320    1,622
   Plan participants' contributions...........................   3,030    5,981
   Recognized loss due to change in assumption................     305      624
   Benefits paid..............................................  (2,438)  (4,707)
                                                               -------  -------
   Benefit obligation at end of fiscal year................... $30,149  $35,362
   Less: current portion of benefit obligation................  (2,473)    (810)
                                                               -------  -------
   Long-term benefit obligation at end of year................ $27,676  $34,552
                                                               =======  =======
</TABLE>

 
  The Company has purchased COLI contracts insuring participants and former
participants. The gross CSV of these contracts of $53,570 and $67,747 is
offset by outstanding policy loans of $32,278 and $37,638, on the accompanying
consolidated balance sheets as of April 30, 1997 and 1998, respectively.
 
  Death benefits payable under COLI contracts were $244,418 and $285,495 at
April 30, 1997 and 1998, respectively. Management intends to use the future
death benefits from these insurance contracts to fund the deferred
compensation arrangements; however, there may not be a direct correlation
between the timing of the future cash receipts and disbursements under these
arrangements. In addition, certain future death benefits are restricted for
the purchase of certain shares of Common Stock, if any, upon the death of a
shareholder. As of April 30, 1998, COLI contracts with a net cash surrender
value of $24,500 and death benefits payable of $146,589 were held in trust for
these purposes.
 
                                     F-15

<PAGE>
 
                   KORN/FERRY INTERNATIONAL AND SUBSIDIARIES
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
 
 
9. Income Taxes
 
  The provision for income taxes is based on reported income before income
taxes. Deferred income tax assets and liabilities reflect the impact of
temporary differences between the amounts of assets and liabilities recognized
for financial reporting purposes and the amounts recognized for tax purposes,
as measured by applying the currently enacted tax laws.
 
  The provision (benefit) for domestic and foreign income taxes is comprised
of the following components:
 

<TABLE>
<CAPTION>
                                                      Fiscal Year Ended April
                                                                30,
                                                      -------------------------
                                                       1996     1997     1998
                                                      -------  -------  -------
   <S>                                                <C>      <C>      <C>
   Current taxes:
    Federal.......................................... $   921  $ 2,602  $ 2,953
    State............................................     381      991    1,022
                                                      -------  -------  -------
     Total...........................................   1,302    3,593    3,975
                                                      -------  -------  -------
   Deferred taxes:
    Federal..........................................  (3,766)  (2,133)  (3,458)
    State............................................    (996)    (713)  (1,154)
                                                      -------  -------  -------
     Total...........................................  (4,762)  (2,846)  (4,612)
                                                      -------  -------  -------
   Foreign taxes.....................................   6,748    5,911    7,324
                                                      -------  -------  -------
   Provision for income taxes........................ $ 3,288  $ 6,658  $ 6,687
                                                      =======  =======  =======
</TABLE>

 
  The domestic and foreign components of income (loss) from continuing
operations before domestic and foreign income and other taxes were as follows:
 

<TABLE>
<CAPTION>
                                                Fiscal Year Ended April 30,
                                               -------------------------------
                                                 1996       1997       1998
                                               ---------  ---------  ---------
   <S>                                         <C>        <C>        <C>
   Domestic................................... $  (9,163) $  (2,534) $  (4,635)
   Foreign....................................    21,826     19,779     18,591
                                               ---------  ---------  ---------
   Total...................................... $  12,663  $  17,245  $  13,956
                                               =========  =========  =========
 
  The income tax provision stated as a percentage of pretax income was
different than the amount computed using the U.S. statutory federal income tax
rate for the reasons set forth in the following table:
 
<CAPTION>
                                                Fiscal Year Ended April 30,
                                               -------------------------------
                                                 1996       1997       1998
                                               ---------  ---------  ---------
   <S>                                         <C>        <C>        <C>
   U.S. federal statutory tax rate............     35.0%       35.0%      35.0%
   Foreign source dividend income.............     20.1        12.7       30.6
   Foreign income tax credits utilized........    (20.4)      (11.6)     (21.5)
   Income subject to higher (lower) Foreign
    tax rates.................................     (7.0)       (5.9)       5.9
   COLI CSV increase, net.....................     (3.6)        0.8       (5.4)
   Other......................................      1.9         7.6        3.3
                                               ---------  ---------  ---------
   Effective tax rate.........................     26.0%       38.6%      47.9%
                                               =========  =========  =========
</TABLE>

 
                                     F-16

<PAGE>
 
                   KORN/FERRY INTERNATIONAL AND SUBSIDIARIES
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
 
 
  The significant components of deferred tax assets and liabilities are as
follows:
 

<TABLE>
<CAPTION>
                                                               As of April 30,
                                                               ----------------
                                                                1997     1998
                                                               -------  -------
   <S>                                                         <C>      <C>
   Deferred income tax assets (liabilities):
     Deferred compensation.................................... $11,597  $14,652
     Accrued operating expenses...............................   1,964    3,172
     Other accrued liabilities................................  (1,590)  (1,360)
     Property and equipment...................................     299      419
     Other....................................................    (317)    (338)
                                                               -------  -------
   Deferred income taxes...................................... $11,953  $16,545
                                                               =======  =======
</TABLE>

 
  Realization of the tax asset is dependent on the Company generating
sufficient taxable income in future years as the deferred tax items become
currently deductible for tax reporting purposes. Management believes that all
of the deferred tax asset will be realizable. However, the amount of the
deferred tax asset considered realizable could be reduced if the estimates of
amounts and/or timing of future taxable income are revised.
 
10. Commitments and Contingencies
 
  The Company leases office premises and certain office equipment under leases
expiring at various dates through 2010. Total rental expense for fiscal years
1996, 1997 and 1998 amounted to $9,033, $11,686 and $12,948, respectively. At
April 30, 1998, minimum future commitments under noncancelable operating
leases with lease terms in excess of one year were payable as follows: $11,066
in 1999, $10,357 in 2000, $9,813 in 2001, $8,708 in 2002, $5,910 in 2003 and
$17,972 thereafter. As of April 30, 1998, the Company has outstanding standby
letters of credit of $945 in connection with office leases.
 
  The Company has a policy of requiring all its vice presidents to enter into
a standard form of employment agreement which provides for an annual base
salary and discretionary and incentive bonus payments. The Company also
requires its vice presidents to agree in their employment contracts not to
compete with the Company, both during the term of their employment with the
Company, and also for a period of one to two years after their employment with
the Company ends. Furthermore, for a period of two years after their
employment with the Company former vice presidents are prohibited from
soliciting employees of the Company for employment outside the Company.
 
  In January 1998, the Company agreed to be co-obligor with an officer-
shareholder, on a $1,000 promissory note entered into for his home loan. The
officer-shareholder has pledged all of his Common Stock to the Company as
collateral. The Company also agreed to pay all of the interest on the note
until the earlier of the sale of the home or December 3, 1999. These interest
payments are included in compensation and benefits expense. (See Note 15).
 
  In fiscal 1995, certain shareholders of the Company, at the request of the
Company, agreed to have certain of their shares of Common Stock redeemed by
the Company in a fixed redemption plan initiated by the Company. The
redemption price included a contingent amount equal to the difference between
a fixed amount plus 8.5% accrued interest and, in the event of an IPO, the
public offering price per share of the Common Stock. Simultaneously with the
redemption, certain holders of phantom units and stock appreciation rights
agreed to terminate their phantom units and stock appreciation rights in
return for payments corresponding to the fixed amount and an additional
contingent amount. The contingent amount is payable if the Company consummates
an extraordinary transaction, including a public offering of the Common Stock,
at any time before December 31, 2004 and the seller has not voluntarily
terminated or been terminated for cause prior to the date of the extraordinary
transaction.
 
                                     F-17

<PAGE>
 
                   KORN/FERRY INTERNATIONAL AND SUBSIDIARIES
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
 
 
  The Company intends to use a portion of the net proceeds from an IPO to
complete the redemption by the Company of certain shares of its mandatorily
redeemable common and preferred stock and to pay existing obligations of the
Company to former holders of phantom units and stock appreciation rights. Upon
consummation of an IPO, each of the sellers has agreed to a negotiated
discount from the contingent amount they were originally entitled to receive.
Based on the mid-point of the IPO price range of $14.00, the discounted
payment amounts will be approximately $4,500. These payments will result in
compensation and benefits expense, which will be recorded upon consummation of
the IPO.
 
11. Litigation
 
  From time to time the Company has been and is involved in litigation
incidental to its business. The Company is currently not a party to any
litigation, which if resolved adversely against the Company, would in the
opinion of the Company have a material adverse effect on the Company's
business, financial position or results of operations.
 
12. Divestitures
 
  Effective February 29, 1996, the Company divested its 47% interest in
Strategic Compensation Associates for a cash payment of $357 and notes
receivable of $3,215. The notes are receivable in six equal annual
installments with interest. Included in other income in fiscal 1996, is a gain
of $516 recognized on this transaction. The outstanding balance of notes
receivable at April 30, 1997 and 1998 was $2,781 and $2,308 respectively.
 
                                     F-18

<PAGE>
 
                   KORN/FERRY INTERNATIONAL AND SUBSIDIARIES
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
 
 
13. Business Segment
 
  The Company operates in one industry segment, retained executive search, on
a global basis. For purposes of the geographic information below, Mexico is
included in Latin America. In January 1998 the Company formed Futurestep as an
80 percent owned subsidiary (which is included in North America), to provide
Internet-based retained recruitment services for middle management positions.
Operating expenses and identifiable assets of Futurestep are not material in
1998. For the six months ended October 31, 1998, Futurestep reported net
revenues and operating losses of $747 and $7,062, respectively. A summary of
the company's operations by geographic area is presented below:
 

<TABLE>
<CAPTION>
                               Fiscal Year Ended April      Six Months Ended
                                         30,                   October 31,
                              ----------------------------  ------------------
                                1996      1997      1998      1997      1998
                              --------  --------  --------  --------  --------
                                                               (unaudited)
   <S>                        <C>       <C>       <C>       <C>       <C>
   Net Revenues:
     North America........... $107,789  $130,437  $157,044  $ 69,851  $ 93,276
     Europe..................   65,034    72,314    79,731    36,852    49,546
     Asia/Pacific............   28,870    32,544    32,887    18,100    15,808
     Latin America...........   19,793    25,129    30,893    15,528    17,059
                              --------  --------  --------  --------  --------
       Total revenues........ $221,486  $260,424  $300,555  $140,331  $175,689
                              ========  ========  ========  ========  ========
   Operating Profit:
     North America...........    7,892    13,711    10,660     4,190       911
     Europe..................    1,246      (935)      382       186     1,510
     Asia/Pacific............    3,121     3,585       701       586       567
     Latin America...........    4,087     4,204     6,447     3,362     4,360
                              --------  --------  --------  --------  --------
       Total operating prof-
        it...................   16,346    20,565    18,190     8,324     7,348
     Interest expense........   (3,683)   (3,320)   (4,234)   (1,740)   (2,582)
                              --------  --------  --------  --------  --------
       Income before income
        taxes and non-
        controlling
        shareholders'
        interest............. $ 12,663  $ 17,245  $ 13,956  $  6,584  $  4,766
                              ========  ========  ========  ========  ========
</TABLE>

 

<TABLE>
<CAPTION>
                                                           As of April 30,
                                                      --------------------------
                                                        1996     1997     1998
                                                      -------- -------- --------
   <S>                                                <C>      <C>      <C>
   Identifiable Assets:
     North America................................... $ 42,770 $ 42,498 $ 66,680
     Europe..........................................   33,524   42,300   40,600
     Asia/Pacific....................................   22,955   25,444   18,529
     Latin America...................................    8,057   10,606   16,400
     Corporate.......................................   19,035   27,557   34,162
                                                      -------- -------- --------
       Total......................................... $126,341 $148,405 $176,371
                                                      ======== ======== ========
</TABLE>

 
  The Company's clients were not concentrated in any specific geographic
region and no single client accounted for a significant amount of the
Company's revenues during fiscal 1996, 1997 or 1998 or the six months ended
October 31, 1998.
 
14. Stock Split
 
  Subsequent to April 30, 1998, the Company's Board of Directors authorized,
and the shareholders approved, the filing of an amendment of the Company's
existing Articles of Incorporation to increase the Company's
 
                                     F-19

<PAGE>
 
                   KORN/FERRY INTERNATIONAL AND SUBSIDIARIES
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
 
authorized capital stock and effect a 4 to 1 split of the Common Stock. The
Company intends to file the amendment immediately after the registration
statement relating to the IPO is declared effective. The financial statements
have been retroactively restated for the effects of this transaction.
 
15. Subsequent Events
 
  In December 1998, Michael D. Boxberger resigned from his positions as
President, Chief Executive Officer, Director and a member of the Office of the
Chief Executive of the Company. Mr. Boxberger and the Company have entered
into a General Release and Settlement Agreement under which Mr. Boxberger will
receive approximately $1,400 payable over a 12-month period. In addition, he
will remain on the Company's payroll until the earlier to occur of December 3,
1999 or commencement of new employment. While on the Company's payroll,
Mr. Boxberger will continue to receive reimbursement for reasonable expenses,
including office and secretarial support as well as medical and other
benefits.
 
  At the time of his resignation, Mr. Boxberger owned 393,256 shares of Common
Stock. The Company will repurchase 228,088 of those shares at book value
pursuant to a Stock Repurchase Agreement between Mr. Boxberger and the
Company. Mr. Boxberger may retain the remaining 165,168 shares with the right
to sell such shares in accordance with the Liquidity Schedule. (See Note 4).
The excess of the fair market over the book value of approximately $1,400 will
be recognized as a charge to earnings in the third quarter of fiscal 1999.
 
  Mr. Boxberger has loans outstanding with the Company which, as of December
3, 1998, amounted to an aggregate principal amount of $100. Such loans will be
repaid by Mr. Boxberger in full by October 31, 1999. In addition, Mr.
Boxberger and the Company are co-obligors on a bank loan in the principal
amount of $1,000. The bank loan is secured by shares of Common Stock owned by
Mr. Boxberger. The Company will reimburse Mr. Boxberger for interest on the
bank loan until the earlier of the sale of Mr. Boxberger's home or December 3,
1999. After December 3, 1999, Mr. Boxberger shall pay all principal and
interest due under such bank loan and shall repay or refinance the bank loan
on or prior to the earlier of the sale of his home or November 30, 2000.
 
  The Company is currently evaluating its worldwide operations. As a result of
this analysis a one time charge to earnings relating to staff downsizing,
modification to existing stock repurchase agreements and office
rationalization of approximately $3.9 million to $6.7 million may be incurred
by the Company over the course of the Company's third and fourth quarters in
fiscal 1999 as the costs are finalized. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations--Recent Events" and
"Management--Executive Participation Programs--Executive Participation
Program."
 
  In July 1998, the Company's Board of Directors unanimously approved a
proposed IPO of its common stock. The completion of the IPO is subject to
filing an effective registration statement with the Securities and Exchange
Commission, the compliance by the Company with applicable state securities
laws and favorable market conditions for an offering of the Common Stock.
   
  In June 1998, the Company and Futurestep entered into a contract for an
exclusive alliance with The Wall Street Journal, which provides the Company
with preferred advertising rates, requires the purchase by Futurestep of a
minimum amount of print and on-line advertising and permits the use of The
Wall Street Journal name in connection with promotion of the Futurestep
service. All costs related to the contract are expensed as incurred. After the
first anniversary of the contract, the Company estimates that it will have
minimum payment obligations for the remaining two years of the initial term of
the contract of approximately $5 million. The contract with The Wall Street
Journal has an initial term through June 2001 with options for renewal and is
the first of its kind in the executive search industry. The Wall Street
Journal is obligated under the contract to use its best efforts to offer each
employer which advertises positions in The Wall Street Journal the option of
retaining Futurestep for services ranging from resume evaluation to complete
management of the employer's recruitment process for the advertised positions.
In addition, The Wall Street Journal must provide a direct link to
Futurestep's website from The Wall Street Journal's careers website.     
 
                                     F-20

<PAGE>
 
                   KORN/FERRY INTERNATIONAL AND SUBSIDIARIES
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
 
 
  The contract permits Futurestep to provide Futurestep registered candidates
with access to career-management advice through direct links from Futurestep's
website to The Wall Street Journal's website and obligates Futurestep to pay
to The Wall Street Journal a small percentage of its placement fee for each
employer and candidate referred to Futurestep by The Wall Street Journal. The
Company, Futurestep and The Wall Street Journal have agreed not to promote
competing services during the term of the contract.
 
  Effective May 1, 1998, the Company acquired Didier Vuchot & Associates in
France for approximately $6,000 in cash, notes and mandatorily redeemable
stock of a subsidiary of the Company. The stock of the subsidiary is
exchangeable for Common Stock upon the achievement of certain performance
targets over a four year period from the acquisition date. The difference
between book value and fair market value has been recorded as a deferred
compensation offset against shareholders' equity that will be amortized over
the vesting period. All stock not so exchanged is mandatorily redeemable for a
nominal amount at the end of the period. The acquisition was accounted for as
a purchase. The fair market value of the net assets acquired was approximately
$1,500. The excess of the cash and notes over this amount is related to
employment contracts and is included in goodwill and other intangibles. The
amount of the purchase price related to mandatorily redeemable stock of the
subsidiary of $2,900 is contingent upon future performance and will be
recognized as compensation expense as earned.
 
  Effective June 1, 1998, the Company acquired all of the outstanding shares
of two firms in Switzerland in a combined transaction for $3,600 payable in
cash, notes and mandatorily redeemable Common Stock of the Company. The
acquisition was accounted for as a purchase. The fair market value of the net
assets acquired was approximately $594. The excess of cash and notes over this
amount is related to employment contracts of approximately $1,400 that is
contingent upon future performance that will be recognized as compensation
expense as earned. The purchase price in excess of these amounts has been
allocated to goodwill.
 
 
                                     F- 21

<PAGE>
 
- --------------------------------------------------------------------------------
 
 No dealer, salesperson or other person has been authorized to give any
information or to make any representation not contained in this Prospectus and,
if given or made, such information or representation must not be relied upon as
having been authorized by the Company, any Selling Shareholder or any
Underwriter. This Prospectus does not constitute an offer to sell or a
solicitation of an offer to buy any of the securities offered hereby in any
jurisdiction to any person to whom it is unlawful to make such offer in such
jurisdiction. Neither the delivery of this Prospectus nor any sale made
hereunder shall, under any circumstances, create any implication that the
information herein is correct as of any time subsequent to the date hereof or
that there has been no change in the affairs of the Company since such date.
 
                                 ------------
 
 
                              TABLE OF CONTENTS
 

<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>                                                                         <C>
Prospectus Summary........................................................    3
Risk Factors..............................................................   10
Use of Proceeds...........................................................   17
Dividend Policy...........................................................   17
Capitalization............................................................   18
Dilution..................................................................   20
Selected Financial and Other Data.........................................   21

Management's Discussion and Analysis of Financial Condition and Results of
 Operations...............................................................   23
Business..................................................................   35
Management................................................................   46
Certain Transactions......................................................   59
Principal and Selling Shareholders........................................   61
Description of Capital Stock..............................................   62
Shares Eligible for Future Sale...........................................   64
Underwriting..............................................................   65
Notice to Canadian Residents..............................................   67
Legal Matters.............................................................   68
Experts...................................................................   68
Available Information.....................................................   68
Index to Consolidated Financial Statements................................  F-1
</TABLE>

 
                                 ------------
 
 Until         , 1999 (25 days after the commencement of the Offering) all
dealers effecting transactions in the registered securities, whether or not
participating in this distribution, may be required to deliver a Prospectus.
This is in addition to the obligation of dealers to deliver a Prospectus when
acting as underwriters and with respect to their unsold allotments or
subscriptions.
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
                        [LOGO OF KORN/FERRY INTERNATIONAL]
 
                               11,750,000 Shares
                                  Common Stock
                                 (no par value)
 
                                   PROSPECTUS
 
                           Credit Suisse First Boston
 
                          Donaldson, Lufkin & Jenrette
 
                            PaineWebber Incorporated
 
- --------------------------------------------------------------------------------

<PAGE>
 

                                    PART II
 
                    INFORMATION NOT REQUIRED IN PROSPECTUS
 

Item 13. Other Expenses of Issuance and Distribution
 
  The following table sets forth the expenses, other than underwriting
discounts and commissions, payable by the Company in connection with the
issuance and distribution of the Common Stock being registered. All amounts
are estimates except the SEC registration fee, the NASD filing fee and the
NYSE listing fee.
 

<TABLE>   
   <S>                                                               <C>
   Securities and Exchange Commission registration fee.............. $   67,850
   NASD filing fee..................................................     23,500
   NYSE listing fee.................................................    159,300
   Accounting fees and expenses.....................................  1,300,000
   Legal fees and expenses..........................................  1,600,000
   Blue Sky qualification fees and expenses.........................     15,000
   Printing and engraving expenses..................................    850,000
   Transfer agent and registrar fees................................      4,000
   Miscellaneous....................................................    180,350
                                                                     ----------
     Total.......................................................... $4,200,000
                                                                     ==========
</TABLE>
    
- --------
* To be completed by amendment.
 

Item 14. Indemnification of Directors and Officers
 
  The Company has adopted provisions in its Amended and Restated Articles of
Incorporation that limit the liability of directors in certain instances. As
permitted by the California General Corporation Law ("CGCL"), directors will
not be liable to the Company for monetary damages arising from a breach of
their fiduciary duty as directors in certain circumstances. Such limitation
does not affect liability for any breach of a director's duty to the Company
or its shareholders (i) with respect to approval by the director of any
transaction from which he derives an improper personal benefit, (ii) with
respect to acts or omissions involving an absence of good faith, that he
believes to be contrary to the best interests of the Company or its
shareholders, that involve intentional misconduct or a knowing and culpable
violation of law, that constitute an unexcused pattern of inattention that
amounts to an abdication of his duty to the Company or its shareholders, or
that show a reckless disregard for his duty to the Company or its shareholders
in circumstances in which he was, or should have been, aware, in the ordinary
course of performing his duties, of a risk of serious injury to the Company or
its shareholders, or (iii) based on transactions between the Company and its
directors or another corporation with interrelated directors or on improper
distributions, loans or guarantees under applicable sections of the CGCL. Such
limitation of liability also does not affect the availability of equitable
remedies such as injunctive relief or rescission, although in certain
circumstances equitable relief may not be available as a practical matter. The
limitation may relieve the directors of monetary liability to the Company for
grossly negligent conduct. No claim or litigation is currently pending against
the Company's directors that would be affected by the limitations of
liability.
 
  The Company's Amended and Restated Bylaws (the "Bylaws"), as amended,
provide for the indemnification of directors and executive officers from any
threatened, pending or completed action, suit or proceeding, whether formal or
informal, by reason of their current or past service to the Company, and the
reimbursement of any and all costs incurred by any such director or executive
officer in regards thereto. The Bylaws also provide for the indemnification by
the Company of any director of the Company, for any monetary damages arising
from the imposition of joint and several liability upon such director for
actions taken by other directors of the Company, except as not permitted by
the CGCL.
 
  The Company has entered, or plans to enter, into agreements (the
"Indemnification Agreements") with each of the directors and executive
officers of the Company pursuant to which the Company has agreed to indemnify
 
                                     II-1

<PAGE>
 
such director or executive officer from claims, liabilities, damages,
expenses, losses, costs, penalties or amounts paid in settlement incurred by
such director or executive officer in or arising out of such person's capacity
as a director or executive officer of the Company or any other corporation of
which such person is a director at the request of the Company to the maximum
extent provided by applicable law. In addition, such director or executive
officer is entitled to an advance of expenses to the maximum extent authorized
or permitted by law.
 
  To the extent that the Board of Directors or the shareholders of the Company
may in the future wish to limit or repeal the ability of the Company to
provide indemnification as set forth in the Articles, such repeal or
limitation may not be effective as to directors and executive officers who are
parties to the Indemnification Agreements, because their rights to full
protection would be contractually assured by the Indemnification Agreements.
It is anticipated that similar contracts may be entered into, from time to
time, with future directors of the Company.
 
  The Form of Underwriting Agreement filed as Exhibit 1.1 to this Registration
Statement provides for indemnification by the Underwriters of the Company and
its directors and officers for certain liabilities arising under the
Securities Act of 1933 (the "Securities Act") or otherwise.
 

Item 15. Recent Sales of Unregistered Securities
 
  Set forth below is certain information concerning all sales of securities by
the Company during the past three years that were not registered under the
Securities Act.
 
  During the three years preceding the filing of this Registration Statement,
the Company sold shares of Common Stock to its officers without registration
under the Securities Act. Exemption from registration under the Securities Act
for these sales is claimed under Regulation D promulgated under Section 4(2)
of the Securities Act, Rule 701 promulgated under Section 3(b) of the
Securities Act and Regulation S under the Securities Act. Each recipient of
such securities represented in each transaction such recipient's intention to
acquire the securities for investment only and not with a view to or for sale
in connection with any distribution thereof and appropriate legends were
affixed to the share certificates issued in such transactions.
 
  Under the Company's Executive Participation Program (the "EPP"), the Company
offered shares of Common Stock from the EPP's inception through January 31,
1996 at a purchase price equal to the book value of such share as of the end
of the fiscal year immediately preceding such sale. During the three years
preceding the filing of this Registration Statement, the following sales were
made to officers pursuant to such annual offers for which exemption from
registration under the Securities Act is claimed under Regulation D
promulgated under Section 4(2) of the Securities Act: 60,216 shares on
September 1, 1995, November 15, 1995, January 15, 1996, each for an aggregate
of $119,980, respectively; 108,756 shares on May 1, 1996 for an aggregate of
$245,789; 35,396 shares on July 1, 1996 for an aggregate of $79,995; and
15,384 shares on May 1, 1997 for an aggregate of $39,998.
 
  During the three years preceding the filing of this Registration Statement,
the following sales were made to officers pursuant to such annual offers for
which exemption from registration under the Securities Act is claimed under
Rule 701 promulgated under Section 3(b) of the Securities Act: 20,072 shares
on October 6, 1995 for an aggregate of $39,993; 18,372 shares on January 1,
1996 for an aggregate of $36,606, 35,392 shares on May 1, 1996 for an
aggregate of $79,986; 17,696 shares on April 1, 1997 for an aggregate of
$39,993; 46,152 shares on May 1, 1997 for an aggregate of $119,995; and 15,384
shares on April 30, 1998 for an aggregate of $39,998.
 
  During the three years preceding the filing of this Registration Statement,
the following sales were made to officers pursuant to such annual offers for
which exemption from registration under the Securities Act is claimed under
Regulation S under the Securities Act: 99,840 shares on April 16, 1996 for an
aggregate of $198,931; 97,496 shares on May 1, 1996 for an aggregate of
$220,341; 61,940 shares on July 1, 1996 for an aggregate of $139,984; 60,224
shares on November 1, 1996 for an aggregate of $119,996; 15,384 shares on
May 1, 1997 for an aggregate of $39,998; 30,768 shares on June 1, 1997 for an
aggregate of $79,997; 30,768 shares on July 1,
 
                                     II-2

<PAGE>
 
1997 for an aggregate of $79,997; 15,384 shares on August 1, 1997 for an
aggregate of $39,998; 15,384 shares on April 1, 1998 for an aggregate of
$39,998; and 62,524 shares on August 1, 1998 for an aggregate of $174,286.
 
  Since the beginning of the fiscal quarter ended January 31, 1996, the
Company has offered and sold shares of Common Stock quarterly to officers
under the EPP at a purchase price equal to the book value of such share
determined as a ratio of the book value as of the end of the fiscal year
immediately preceding such sale and the book value as of the end of the fiscal
year immediately following such sale, which ratio reflected the date during
the fiscal year on which such sale was made. The Company has made the
following quarterly offers and sales for which exemption from registration
under the Securities Act is claimed under Regulation D promulgated under
Section 4(2) of the Securities Act: For the fiscal quarter ended January 31,
1996, the Company sold an aggregate of 58,752 shares for an aggregate of
$124,995. For the fiscal quarter ended April 30, 1996, the Company sold an
aggregate of 57,012 shares for an aggregate of $124,999. For the fiscal
quarter ended July 31, 1996, the Company sold an aggregate of 1,155,912 shares
for an aggregate of $2,612,361. For the fiscal quarter ended October 31, 1996,
the Company sold an aggregate of 127,928 shares for an aggregate of $299,991.
 
  For the fiscal quarter ended January 1, 1997, the Company sold an aggregate
of 61,728 shares for an aggregate of $149,999. For the fiscal quarter ended
April 30, 1997, the Company sold an aggregate of 178,920 shares for an
aggregate of $449,984. For the fiscal quarter ended July 31, 1997, the Company
sold an aggregate of 423,072 shares for an aggregate of $1,099,987. For the
fiscal quarter ended October 31, 1997, the Company sold an aggregate of
245,508 shares for an aggregate of $649,982.
 
  For the fiscal quarter ended January 1, 1998, the Company sold an aggregate
of 204,072 shares for an aggregate of $549,974. For the fiscal quarter ended
April 30, 1998, the Company sold an aggregate of 200,728 shares for an
aggregate of $549,995. For the fiscal quarter ended July 31, 1998, the Company
sold an aggregate of 645,696 shares for an aggregate of $1,799,878.
 
  The Company has made the following quarterly offers and sales for which
exemption is claimed under Rule 701 promulgated under Section 3(b) of the
Securities Act: For the fiscal quarter ended July 31, 1997, the Company sold
an aggregate of 288,460 shares for an aggregate of $749,996. For the fiscal
quarter ended April 30, 1998, the Company sold an aggregate of 27,372 shares
for an aggregate of $74,999. For the fiscal quarter ended July 31, 1998, the
Company sold an aggregate of 295,944 shares for an aggregate of $824,944.
 
  The Company has made the following quarterly sales and offers for which
exemption is claimed under Regulation S under the Securities Act: For the
fiscal quarter ended July 31, 1996, the Company sold an aggregate of 633,816
shares for an aggregate of $1,432,424. For the fiscal quarter ended October
31, 1996, the Company sold an aggregate of 223,872 shares for an aggregate of
$524,980.
 
  For the fiscal quarter ended January 1, 1997, the Company sold an aggregate
of 49,776 shares for an aggregate of $120,956. For the fiscal quarter ended
April 30, 1997, the Company sold an aggregate of 208,816 shares for an
aggregate of $525,172. For the fiscal quarter ended July 31, 1997, the Company
sold an aggregate of 807,688 shares for an aggregate of $2,099,989. For the
fiscal quarter ended October 31, 1997, the Company sold an aggregate of 84,984
shares for an aggregate of $224,995.
 
  For the fiscal quarter ended January 1, 1998, the Company sold an aggregate
of 166,968 shares for an aggregate of $449,979. For the fiscal quarter ended
April 30, 1998, the Company sold an aggregate of 538,316 shares for an
aggregate of $1,474,986. For the fiscal quarter ended July 31, 1998, the
Company sold an aggregate of 1,273,464 shares for an aggregate of $3,549,781.
   
  Under the Company's Supplemental Equity Participation Program, the Company
offered shares of Common Stock at a purchase price equal to the fair market
value, appraised as of June 30, 1998, to certain employees promoted to vice
president and other persons hired as vice presidents of the Company between
May 2, 1998 and the filing of this Registration Statement. On August 14, 1998,
the Company sold an aggregate of (i) 81,984 shares for an aggregate of
$899,979 for which exemption from registration under the Securities Act is
claimed under     
 
                                     II-3

<PAGE>

   
Regulation D promulgated under Section 4(2) of the Securities Act and (ii)
27,328 shares for an aggregate of $299,993 for which exemption from
registration under the Securities Act is claimed under Regulation S under the
Securities Act.     
 
  As of June 30, 1998, the Company issued 1,551,008 shares of Common Stock
upon conversion of 387,752 phantom stock units and stock appreciation rights
in connection with the termination of the Company's Phantom Stock Plan and
Amended and Restated Stock Right Plan. Exemption from registration under the
Securities Act for this issuance is claimed under Section 3(a)(9) of the
Securities Act.
 
  On August 11, 1998, the Company sold 105,672 shares of its Common Stock for
an aggregate purchase price of $294,560 upon exercise by Didier Vuchot &
Associates executives of their put option received in connection with the
Company's acquisition of that firm in June 1998. Exemption from registration
under the Securities Act for this issuance is claimed under Section 4(2) of
the Securities Act.
 
  On August 17, 1998, the Company sold 130,624 shares of its Common Stock to
certain executives of DRF-DR-MIRO (AG) and BGO AG for an aggregate purchase
price of $364,114 in connection with the Company's acquisition of such
executives' firms in August 1998. Exemption from registration under the
Securities Act for this issuance is claimed under Section 4(2) of the
Securities Act.
 
  Under the Company's Interim Executive Equity Participation Program, the
Company offered shares of Common Stock at a purchase price equal to the fair
market value, estimated by the Company as of December 31, 1998, to certain
employees promoted to vice president and other persons hired as vice
presidents of the Company after August 17, 1998. On December 31, 1998, the
Company sold approximately 437,652 shares for an aggregate of $4,240,740 for
which exemption from registration under the Securities Act is claimed under
Rule 701 promulgated under Section 3(b) of the Securities Act.
 

Item 16. Exhibits and Financial Statement Schedules
 
  (a) Exhibits.
 

<TABLE>
<CAPTION>
 Exhibit
 Number                          Description of Exhibit
 -------                         ----------------------
 <C>     <S>
  1.1**  Form of Underwriting Agreement
  3.1**  Amended and Restated Articles of Incorporation of the Company
  3.2**  Amended and Restated Bylaws of the Company
  4.1**  Specimen Common Stock certificate
  5.1**  Opinion of O'Melveny & Myers LLP
 10.1**  Form of Indemnification Agreement between the Company and each of its
          executive officers and directors
 10.2**  Performance Award Plan
 10.3**  Form of U.S. and International Worldwide Executive Benefit Retirement
          Plan
 10.4**  Form of U.S. and International Worldwide Executive Benefit Life
          Insurance Plan
 10.5**  Worldwide Executive Benefit Disability Plan (in the form of Long-Term
          Disability Insurance Policy)
 10.6**  Form of U.S. and International Enhanced Executive Benefit and Wealth
          Accumulation Plan
 10.7**  Form of U.S. and International Senior Executive Incentive Plan
 10.8**  Executive Salary Continuation Plan
 10.9**  Form of Stock Repurchase Agreement
 10.10** Form of Amended and Restated Stock Repurchase Agreement
</TABLE>

 
                                     II-4

<PAGE>
 

<TABLE>   
<CAPTION>
 Exhibit
  Number                          Description of Exhibit
 -------                          ----------------------
 <C>      <S>
 10.11**  Form of Standard Employment Agreement
 10.12**  Form of Deferred Compensation Election Form for Fiscal 1998
 10.13**  Stock Purchase Agreement between the Company, bill gross' idealab!,
           Mr. Singh and Korn/Ferry International Futurestep, Inc. dated
           December 1, 1997
 10.14**  Shareholders Agreement between the Company, bill gross' idealab!, Mr.
           Singh and Korn/Ferry International Futurestep, Inc. dated December
           1, 1997
 10.15**  Employment Agreement between Mr. Singh and Korn/Ferry International
           Futurestep, Inc. dated December 1, 1997
 10.16**  KFI/Singh Agreement between the Company and Mr. Singh dated December
           1, 1997
 10.17**  Stock Repurchase Agreement between the Company and Mr. Singh dated
           December 1, 1997
 10.18**  License Agreement between Self Discovery Dynamics LLC and Korn/Ferry
           International Futurestep, Inc. dated May 15, 1998
 10.19(1) Trademark License and Promotion Agreement between Dow Jones &
           Company, the Company and Korn/Ferry International Futurestep, Inc.
           dated June 8, 1998
 10.20**  Stock Purchase Agreement between the Company, Mr. Ferry, Henry B.
           Turner and Peter W. Mullin (as trustees of the Richard M. Ferry and
           Maude M. Ferry 1972 Children's Trust), the California Community
           Foundation and Richard M. Ferry Co-trustees, and the California
           Community Foundation dated June 2, 1995
 10.21**  Purchase Agreement dated December 31, 1994 between the Company and
           the parties named therein
 10.22**  Revolving Line Agreement dated January 31, 1997 between the Company
           and Mellon 1st Business Bank, as successor to 1st Business Bank, as
           amended June 19, 1998
 10.23**  Revolving Credit and Term Loan Agreement dated January 31, 1997
           between the Company and Mellon 1st Business Bank, as successor to
           1st Business Bank
 10.24**  Promissory Note executed by the Company dated January 28, 1998 as co-
           obligor payable to Mellon 1st Business Bank, as successor to 1st
           Business Bank
 10.25**  Form of Additional Redemption Agreement
 10.26**  Amended and Restated Stock Right Plan
 10.27**  Form of U.S. and Foreign Executive Participation Program
 10.28**  Form of Supplemental Executive Equity Participation Program
 10.29**  Phantom Stock Plan
 10.30**  Form of Termination and Conversion Agreement for Stock Right Plan
 10.31**  Form of Termination and Conversion Agreement for Phantom Stock Plan
 10.32**  General Release and Settlement Agreement between the Company and Mr.
           Boxberger dated December 3, 1998
 10.33**  Form of Interim Executive Equity Participation Program
 21.1**   Subsidiaries of the Company
 23.1     Consent of Arthur Andersen LLP
 23.3**   Consent of O'Melveny & Myers LLP (included in Exhibit 5.1)
 24.1**   Power of Attorney
 27.1     Financial Data Schedule
</TABLE>
    
- --------
(1) Confidential treatment has been requested for a portion of this Exhibit.
 
**  Previously filed.
 
                                      II-5

<PAGE>
 
  (b) Financial Statement Schedules
 
  Schedule II--Korn/Ferry International Allowance for Doubtful Accounts
 

Item 17. Undertakings
 
  (a) The undersigned Registrant hereby undertakes to provide to the
Underwriters at the closing specified in the Underwriting Agreement
certificates in such denominations and registered in such names as required by
the Underwriters to permit prompt delivery to each purchaser.
 
  (b) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the SEC such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. If a claim for indemnification against such liabilities (other
than the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by it is against
public policy as expressed in the Securities Act, and will be governed by the
final adjudication of such issue.
 
  (c) The undersigned Registrant hereby undertakes that:
 
    (1) For purposes of determining any liability under the Securities Act,
  the information omitted from the form of prospectus filed as part of a
  registration statement in reliance upon Rule 430A and contained in a form
  of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or
  497(h) under the Securities Act shall be deemed to be part of the
  registration statement as of the time it was declared effective.
 
    (2) For purposes of determining any liability under the Securities Act,
  each post-effective amendment that contains a form of prospectus shall be
  deemed to be a new registration statement relating to the securities
  offered therein, and the offering of such securities at that time shall be
  deemed to be the initial bona fide offering thereof.
 
                                     II-6

<PAGE>
 

                                  SIGNATURES
   
  Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Amendment No. 6 to the Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in
the City of Los Angeles, State of California, on February 3, 1999.     
 
                                          KORN/FERRY INTERNATIONAL
 
                                          By:                *
                                             ----------------------------------
                                                  Elizabeth S.C.S. Murray
                                                Chief Financial Officer and
                                                  Executive Vice President
 
  Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 5 to the Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
 

<TABLE>   
<CAPTION>
             Signature                           Title                   Date
             ---------                           -----                   ----
 
<S>                                  <C>                           <C>
                 *                   Chair of the Board            February 3, 1999
____________________________________
          Richard M. Ferry
 
                 *                   Chief Executive Officer,      February 3, 1999
____________________________________  President and Director
          Windle B. Priem
 
                 *                   Chief Financial Officer and   February 3, 1999
____________________________________  Executive Vice President
      Elizabeth S.C.S. Murray
 
                 *                   Vice President of Finance     February 3, 1999
____________________________________  (Principal Accounting
          Donald E. Jordan            Officer)
 
                 *                   Director                      February 3, 1999
____________________________________
        Paul Buchanan-Barrow
 
        /s/ Peter L. Dunn            Director                      February 3, 1999
____________________________________
           Peter L. Dunn
 
                 *                   Director                      February 3, 1999
____________________________________
          Timothy K. Friar
 
                 *                   Director                      February 3, 1999
____________________________________
         Sakie T. Fukushima
 
                 *                   Director                      February 3, 1999
____________________________________
             Hans Jorda
 
                 *                   Director                      February 3, 1999
____________________________________
          Scott E. Kingdom
</TABLE>
    
 
                                     II-7

<PAGE>
 

<TABLE>   
<CAPTION>
             Signature                           Title                   Date
             ---------                           -----                   ----
 
<S>                                  <C>                           <C>
                 *                   Director                      February 3, 1999
____________________________________
          Young Kuan-Sing
 
                 *                   Director                      February 3, 1999
____________________________________
           Raimondo Nider
 
                 *                   Director                      February 3, 1999
____________________________________
      Manuel A. Papayanopulos
 
                 *                   Director                      February 3, 1999
____________________________________
         Michael A. Wellman
</TABLE>
    
 
     /s/ Peter L. Dunn
*By: __________________________
         Peter L. Dunn
       Attorney-in-Fact
 
                                      II-8

<PAGE>
 

                   REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
 
To the Shareholders and Board of Directors of
Korn/Ferry International and Subsidiaries:
 
  We have audited in accordance with generally accepted auditing standards,
the consolidated financial statements of Korn/Ferry International and
subsidiaries included in this registration statement and we expect to be in a
position to issue our report thereon dated July 31, 1998. Our audit was made
for the purpose of forming an opinion on the basic financial statements taken
as a whole. The Schedule II--Korn/Ferry International Allowance for Doubtful
Accounts is the responsibility of the Company's management and is presented
for purposes of complying with the Securities and Exchange Commission's rules
and is not part of the basic financial statements. This schedule has been
subjected to the auditing procedures applied in the audit of the basic
financial statements and, in our opinion, fairly states in all material
respects the financial data required to be set forth therein in relation to
the basic financial statements taken as a whole.
 
                                                            Arthur Andersen LLP
 
Los Angeles, California
July 31, 1998

 
                                     II-9

<PAGE>
 
                                  SCHEDULE II
 
                   KORN/FERRY INTERNATIONAL AND SUBSIDIARIES
                                 (in thousands)
 

<TABLE>
<CAPTION>
                                     Balance at Charged to           Balance at
                                     Beginning  Costs and              End of
                                      of Year    Expenses  Deduction    Year
                                     ---------- ---------- --------- ----------
<S>                                  <C>        <C>        <C>       <C>
Year Ended April 30:
Allowance for Doubtful Accounts
  1998..............................   $3,846     $2,427    $  (883)   $5,390
  1997..............................    3,341      2,196     (1,691)    3,846
  1996..............................    2,292      1,590       (541)    3,341
</TABLE>

 
 
 
 
 
  The accompanying notes to consolidated financial statements are in integral
                           part of these statements.
 
                                     II-10

<PAGE>
 

                               INDEX TO EXHIBITS
 

<TABLE>   
<CAPTION>
 Exhibit
  Number                          Description of Exhibit
 -------                          ----------------------
 <C>      <S>
  1.1**   Form of Underwriting Agreement
  3.1**   Amended and Restated Articles of Incorporation of the Company
  3.2**   Amended and Restated Bylaws of the Company
  4.1**   Specimen Common Stock certificate
  5.1**   Opinion of O'Melveny & Myers LLP
 10.1**   Form of Indemnification Agreement between the Company and each of its
           executive officers and directors
 10.2**   Performance Award Plan
 10.3**   Form of U.S. and International Worldwide Executive Benefit Retirement
           Plan
 10.4**   Form of U.S. and International Worldwide Executive Benefit Life
           Insurance Plan
 10.5**   Worldwide Executive Benefit Disability Plan (in the form of Long-Term
           Disability Insurance Policy)
 10.6**   Form of U.S. and International Enhanced Executive Benefit and Wealth
           Accumulation Plan
 10.7**   Form of U.S. and International Senior Executive Incentive Plan
 10.8**   Executive Salary Continuation Plan
 10.9**   Form of Stock Repurchase Agreement
 10.10**  Form of Amended and Restated Stock Repurchase Agreement
 10.11**  Form of Standard Employment Agreement
 10.12**  Form of Deferred Compensation Election Form for Fiscal 1998
 10.13**  Stock Purchase Agreement between the Company, bill gross' idealab!,
           Mr. Singh and Korn/Ferry International Futurestep, Inc. dated
           December 1, 1997
 10.14**  Shareholders Agreement between the Company, bill gross' idealab!, Mr.
           Singh and Korn/Ferry International Futurestep, Inc. dated December
           1, 1997
 10.15**  Employment Agreement between Mr. Singh and Korn/Ferry International
           Futurestep, Inc. dated December 1, 1997
 10.16**  KFI/Singh Agreement between the Company and Mr. Singh dated December
           1, 1997
 10.17**  Stock Repurchase Agreement between the Company and Mr. Singh dated
           December 1, 1997
 10.18**  License Agreement between Self Discovery Dynamics LLC and Korn/Ferry
           International Futurestep, Inc. dated May 15, 1998
 10.19(1) Trademark License and Promotion Agreement between Dow Jones &
           Company, the Company and Korn/Ferry International Futurestep, Inc.
           dated June 8, 1998
 10.20**  Stock Purchase Agreement between the Company, Mr. Ferry, Henry B.
           Turner and Peter W. Mullin (as trustees of the Richard M. Ferry and
           Maude M. Ferry 1972 Children's Trust), the California Community
           Foundation and Richard M. Ferry Co-trustees, and the California
           Community Foundation dated June 2, 1995
 10.21**  Purchase Agreement dated December 31, 1994 between the Company and
           the parties named therein
 10.22**  Revolving Line Agreement dated January 31, 1997 between the Company
           and Mellon 1st Business Bank, as successor to 1st Business Bank, as
           amended June 19, 1998
 10.23**  Revolving Credit and Term Loan Agreement dated January 31, 1997
           between the Company and Mellon 1st Business Bank, as successor to
           1st Business Bank
</TABLE>
    
- --------
   
(1) Confidential treatment has been requested for a portion of this Exhibit.
           
 ** Previously filed.     

<PAGE>
 

<TABLE>
<CAPTION>
 Exhibit
 Number                          Description of Exhibit
 -------                         ----------------------
 <C>     <S>
 10.24** Promissory Note executed by the Company dated January 28, 1998 as co-
          obligor payable to Mellon 1st Business Bank, as successor to 1st
          Business Bank
 10.25** Form of Additional Redemption Agreement
 10.26** Amended and Restated Stock Right Plan
 10.27** Form of U.S. and Foreign Executive Participation Program
 10.28** Form of Supplemental Executive Equity Participation Program
 10.29** Phantom Stock Plan
 10.30** Form of Termination and Conversion Agreement for Stock Right Plan
 10.31** Form of Termination and Conversion Agreement for Phantom Stock Plan
 10.32** General Release and Settlement Agreement between the Company and Mr.
          Boxberger dated December 3, 1998
 10.33** Form of Interim Executive Equity Participation Program
 21.1**  Subsidiaries of the Company
 23.1    Consent of Arthur Andersen LLP
 23.3**  Consent of O'Melveny & Myers LLP (included in Exhibit 5.1)
 24.1**  Power of Attorney
 27.1    Financial Data Schedule
</TABLE>

- --------
(1) Confidential treatment has been requested for a portion of this Exhibit.
 
**  Previously filed.





<PAGE>
 
                                                                   EXHIBIT 10.19
    
    CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR A PORTION OF THIS EXHIBIT     

                   TRADEMARK LICENSE AND PROMOTION AGREEMENT

     This is a TRADEMARK LICENSE AND PROMOTION AGREEMENT ("Agreement") entered 
into and effective as of June 8, 1998 (the "Effective Date") among DOW JONES & 
COMPANY, INC., a Delaware corporation ("Dow Jones"), KORN/FERRY INTERNATIONAL 
FUTURESTEP, INC., a Delaware corporation ("Futurestep"), and KORN/FERRY 
INTERNATIONAL, a California corporation ("KF").

     Futurestep owns and will operate an online executive employment 
recruitment service accessible from the World Wide Web, currently located at 
http://www.futurestep.com, and further defined on Exhibit A (the "Futurestep 
- -------------------------
Business"). Futurestep wants to license the right to use Dow Jones's trademark  
THE WALL STREET JOURNAL and other marks in connection with the promotion of the 
Futurestep Business, and Dow Jones wants to grant such license, subject to the 
terms and conditions set forth herein. Each of Dow Jones, Futurestep and KF 
also wants to commit to promote the other party's products and services, as set
forth herein. Therefore, in consideration of the mutual promises set forth 
below, and intending to be legally bound hereby, Dow Jones, Futurestep
 and KF 
hereby agree as follows:

1.   CERTAIN DEFINITIONS. As used in this Agreement, the following capitalized 
     -------------------
terms shall have the following meanings. Other terms are defined elsewhere in 
this Agreement.

     (a)  "Business Ad" shall mean: (1) during the first twelve months of the 
           -----------
Initial Term, an advertisement promoting a product or service of the Futurestep
Business; and (2) during the remainder of the Initial Term, an advertisement 
promoting a product or service of the Futurestep Business and/or the business of
KF, as applicable, including advertisements for or by the KF Selection division.
A "Business Ad" shall not include, among other things, a Selection Ad or a 
Recruitment Ad.

     (b)  "Business Tag Line" shall mean "Futurestep, a service of Korn/Ferry 
           -----------------
[International] and The Wall Street Journal", or such other statement mutually 
agreed to by all parties that includes a trade name, trademark, or other 
branding identifying both KF and Dow Jones or The Wall Street Journal as the 
source and origin of the Futurestep Business.

     (c)  "Business Web Site" shall mean the web site from which the Futurestep 
           -----------------
Business operates. As of the Effective Date, the URL for the Business Web Site 
was http://www.futurestep.com.
           -------------------

     (d)  "careers.wsj.com web site Business" shall mean the operation of a web 
           ---------------------------------
site, currently located at http://careers.wsj.com, containing news, information 
                           ----------------------  
and other content on career development, employment searching, employment 
consulting and similar human resources and work-related issues, including 
operation of an online database of available employment opportunities with third
persons which individuals seeking employment can search electronically, a 
"networking database" (that is not an online database of job placement 
candidates or of resumes, and that is not a dating service database), and links 
to co-branded career counseling services and a database of executive recruitment
companies.

<PAGE>
 
     (e)  "Client" shall mean a customer or client of Futurestep or KF.
           ------

     (f)  "Dow Jones Business" shall mean the publication of business and 
           ------------------
financial news and information around the world, in media including print, 
electronic, radio, television, cable, satellite, video; software, and the 
Internet, including: The Wall Street Journal; The Wall Street Journal Europe;
The Asian Wall Street Journal; The Wall Street Journal Americas; The Wall Street
Journal Interactive Edition; Barrons's; Barron's Online; SmartMoney; SmartMoney
Online; careers.wsj.com; National Business Employment Weekly; Dow Jones
Newswires; Dow Jones Interactive; Far Eastern Economic Review;Far Eastern
Economic Review Interactive; Dow Jones Indexes; Wall Street Journal Radio; Dow
Jones Radio; CNBC Asia; CNBC Europe; business programming on CNBC; CNBC/Dow
Jones Business Video; Ottaway Newspapers; America Economia; and Central European
Economic Review.

     (g)  "Dow Jones Marks" shall mean, collectively, certain trademarks, 
           ---------------
service marks, trade names, logos, brands and other identifiers in which Dow 
Jones claims proprietary rights related to its products or services, and which 
are licensed pursuant to, and subject to, certain terms and conditions set forth
in this Agreement. A list of the Dow Jones Marks as of the Effective Date is set
forth on Exhibit D.

     (h)  "KF Business" shall mean: (1) an online database of job placement 
           -----------
candidates or of resumes from individuals seeking employment with third persons;
(2) the providing of Selection Services either by KF or KF Selection; and/or (3)
the furnishing of professional executive recruitment services.

     (i)  "NBEW" shall mean National Business Employment Weekly, a print 
           ----
publication published by Dow Jones focusing on employment issues.

     (j)  "Net Ad Revenue" shall mean the gross dollar amount received by Dow 
           --------------
Jones in connection with the purchase and publication of an advertisement, minus
any amounts or discounts paid or payable to advertising agencies, media
placement agencies, or similar third persons purchasing such advertisement on
behalf of another.

     (k)  "Recruitment Ad" shall mean an advertisement purchased by an employer 
           --------------
directly from the publication or media source, without involvement of 
Futurestep or KF, publicizing the availability of one or more employment 
positions for that particular employer. A Recruitment Ad could be ordered and 
placed by either the employer directly, or an advertising or media placement 
agency working for the employer. A "Recruitment Ad" shall not include a 
"Selection Ad".

     (l)  "Registered Candidate" shall mean an individual who registers and 
           --------------------
completes the User Registration Page online at the Business Web Site.

     (m)  "Response Management Service" shall mean the providing of: (1) one or 
           ---------------------------
more of the products or services set forth on Exhibit C with respect to a 
Referred Response Management

                                       2

<PAGE>
 
Service Client; or (2) such other new or amended or different product or 
service, or combination of products and services, related to those products and 
services set forth on Exhibit C with respect to a Referred Response Management 
Service Client, as may be agreed upon in advance by Futurestep and Dow Jones.
    
The parties acknowledge that, when Futurestep or KF provides certain of the
services set forth on Exhibit C in connection with a Selection Ad, Futurestep
and KF generally refer to the provision of such services as "Selection
Services", not "Response Management Services". * (a) in connection with Response
Management Services provided by Futurestep or KF during the Term with respect to
a particular Recruitment Ad for a Referred Response Management Service Client;
and (b) in connection with Futurestep or KF providing any of the products or
services set forth on Exhibit C (whether referred to by Futurestep or KF as
"Selection Services" or "Response Management Services" or otherwise) to such
Client, *.     

For purposes of Section 9(c), "Response Management Services" shall not include 
"Selection Services" or the provision of those products and services set forth 
on Exhibit C in connection with a Selection Ad.

     (n)  "Selection Ad": KF operates an advertised recruitment business
           ------------
currently known as "KF Selection", which is conducted in both print and
electronic mediums. The term "Selection Ad" shall mean an advertisement paid for
by a Client, designed to publicize the availability of one or more employment
positions for one or more Clients for whom Futurestep or KF is providing
professional recruitment services and/or Selection Services. A Selection Ad
could be ordered and placed by either Futurestep or KF, or an advertising or
media placement agency working for Futurestep or KF. A "Selection Ad" shall not
include a "Recruitment Ad".

     (o)  "Selection Service" shall mean the providing of: (1) one or more of 
           -----------------
the products or services set forth on Exhibit C with respect to a Selection Ad; 
or (2) such other new or amended or different product or service, or combination
of products or services, related to those products or services set forth on 
Exhibit C and the Futurestep Business with respect to a Selection Ad, as may be 
agreed upon in advance by Futurestep and Dow Jones.

     (p)  "User Registration Page" shall mean the web page, hosted by 
           ----------------------
Futurestep, which potential Registered Candidates complete as a prerequisite to 
completing the questionnaires and/or other application forms online at the 
Business Web Site.

     (q)  "WSJ" shall mean the Global, National, Eastern, Central (Midwest plus 
           ---
Southwest), and Western editions of the print newspaper The Wall Street Journal 
(or their successor editions).

* Confidential portions omitted and filed separately with the Commission

                                       3

      

<PAGE>
 
     (r)  "WSJIE" shall mean the basic, subscription-based edition of The Wall
           -----
Street Journal Interactive Edition, currently located at http://wsj.com. "WSJIE"
                                                         --------------
shall not include any "premium" or additional content available as part of or
through the basic edition of The Wall Street Journal Interactive Edition for
which there is an additional charge or fee, such as, for example, the Dow Jones
Interactive Publications Library, or separately branded publications or areas
accessed through The Wall Street Journal Interactive Edition, such as, for
example, Barron's Online or SmartMoney Interactive.

2.   TERM OF AGREEMENT. Unless terminated earlier pursuant to a term in Section 
     -----------------
15 herein, the term of this Agreement shall commence on the Effective Date and 
shall expire on the third anniversary of the Effective Date (the "Initial 
Term"). Unless Dow Jones or Futurestep delivers written notice of nonrenewal of 
this Agreement to all other parties to this Agreement at least sixty (60) days 
prior to the end of the then-current term, this Agreement shall automatically 
renew for an additional one year term (each, a "Renewal Term"), upon the same 
terms and conditions as in effect as of the expiration of the previous term 
(except where a different term for a Renewal Term is set forth herein). The 
Initial Term and all Renewals Terms (if any) shall collectively be defined as 
the "Term".

3.   TRADEMARK LICENSE.
     -----------------

     (a)  Grant of License. Subject to the terms and conditions of this 
          ----------------
Agreement, Dow Jones hereby grants to Futurestep a nontransferable, nonexclusive
(except to the extent expressly set forth in this Agreement), worldwide right 
and license to use and refer to: (1) the mark THE WALL STREET JOURNAL as part of
the Business Tag Line and in accordance with this Agreement, in order to 
indicate the source and origin of the Futurestep Business; and (2) the Dow Jones
Marks solely in connection with the marketing and promotion of the Futurestep 
Business and in accordance with this Agreement, in order to indicate the source 
and origin of the Futurestep Business.

     (b)  Nonexclusive Grant. Subject only to the terms in Section 9(a), nothing
          ------------------
in this Agreement shall be deemed to or interpreted or construed to restrict Dow
Jones from licensing any one or more of the Dow Jones Marks to any other person 
at any time for any purpose.

     (c)  Reservation of Rights. All rights in or to any of the Dow Jones Marks 
          ---------------------
not expressly granted to Futurestep herein are expressly reserved and retained 
by Dow Jones.

     (d)  Quality Control; Prior Approval of Materials and Relationships.
          --------------------------------------------------------------

          (1)  Materials. Without first obtaining prior approval from Dow 
               ---------
Jones's Relationship Manager (defined in Section 16(k)) of the manner and 
context in which the Dow Jones Marks are used, Futurestep shall not make, 
publish or distribute, or cooperate with any third person in making, publishing 
or distributing, any use of a Dow Jones Mark in connection with the Futurestep 
Business, the marketing or promotion of the Futurestep Business, or a public 
statement regarding the execution or performance of this Agreement 
(collectively, "Materials"). Materials shall include, without limitation, the 
Futurestep home page for the Business Web Site,

                                       4



<PAGE>
 
public announcements, press releases, advertising, and marketing and promotional
materials (whether in print, electronic or other form or media). Materials shall
not include (a) any Selection Ad; or (b) any verbal extemporaneous statements or
comments, or verbal responses to questions from the press. Futurestep shall
deliver Materials to Dow Jones's Relationship Manager for review of the manner
and context in which the Dow Jones Marks are used. If Dow Jones has not notified
Futurestep in writing of its disapproval within five (5) days after Futurestep
delivers samples of a particular item of Material, such Material shall be deemed
approved. Dow Jones's Relationship Manager shall not arbitrarily and
capriciously disapprove of the manner and context in which the Dow Jones Marks
are used. If Dow Jones's Relationship Manager disapproves of the manner and
context in which the Dow Jones Marks are used, he or she shall provide to
Futurestep's and KF's Relationship Managers reasons, in writing, for the
disapproval, and Dow Jones will use good faith efforts to resolve any
disagreement with Futurestep regarding such disapproval.

          (2)  "Manner and Context". When used in this Agreement, the phrase
               --------------------
"manner and context in which the Dow Jones Marks are used" shall include,
without limitation: (a) a review by Dow Jones of its legal and contractual
ability to permit Futurestep to use the Dow Jones Mark(s) in such Material, or
in connection with the business or agreement or arrangement being referred to in
the Material; and (b) a review by Dow Jones of its business desire to have a Dow
Jones Mark used in connection with the business or agreement or arrangement.

          (3)  Approval of Certain Associations with Certain Third Persons. In
               -----------------------------------------------------------
part to enable Dow Jones to effectively exercise quality control over the
products and services associated with the Dow Jones Marks, Futurestep will not,
without the prior written consent from Dow Jones's Relationship Manager, enter
into any contract, association, partnership, affiliation, or business
relationship (each, an "Association") with any of the following third persons
(other than Clients), in connection with or related to the Futurestep Business,
pursuant to which any Dow Jones Mark is used or will be used: (1) third persons
who directly compete with Dow Jones; (2) third persons who are in businesses
from whom Dow Jones will not accept advertising, according to Dow Jones's then-
current advertising policies; (3) third persons with whom Dow Jones was not
legally or contractually able to permit one of the Dow Jones Marks to be
associated with; (4) third persons with whom Dow Jones was then, or recently had
been, involved in litigation or other legal dispute resolution proceeding; or
(5) third persons who have a severe and well-known negative public reputation.
Dow Jones shall not unreasonably withhold its written consent to any such
proposed Association. If Dow Jones's Relationship Manager has not notified
Futurestep and KF in writing of Dow Jones's disapproval within five (5) days
after Futurestep's Relationship Manager provides reasonably detailed information
regarding the overall nature of the proposed Association and identity of
individuals or entities involved in such proposed Association, such proposed
Association shall be deemed approved. If Dow Jones's Relationship Manager
disapproves of the proposed Association, he or she shall provide to Futurestep's
and KF's Relationship Managers reasons, in writing, for the disapproval, and Dow
Jones will use good faith efforts to resolve any disagreement with Futurestep
regarding such disapproval. Dow Jones will not arbitrarily or capriciously
exercise the rights granted pursuant to this Section of the Agreement.

                                       5


<PAGE>
 
          (4)  Notice of Trademarks. Immediately following the first reference
               --------------------
to a Dow Jones Mark in any written or electronic Material, Futurestep shall
include the trademark symbol (e.g., (R) or (TM)) for each Dow Jones Mark that
Dow Jones indicates to Futurestep is appropriate. Unless impracticable due to
space limitations, Futurestep and KF shall use the following notice (or such
similar language as may be approved in advance in writing by Dow Jones) when
referring to any of the Dow Jones Marks in any print Materials: [Insert Dow
Jones Mark] is a trademark of Dow Jones & Company, Inc. and licensed to
Futurestep for use for certain purposes.

          (5)  Goodwill. Futurestep shall use its best efforts to protect the
               --------
goodwill and reputation of Dow Jones, The Wall Street Journal, and the Dow Jones
Marks, in connection with the use of the Dow Jones Marks under this Agreement.
Futurestep and KF acknowledge and agree that the submission of Materials and
information regarding proposed Associations for prior review and approval is a
reasonable exercise of control by Dow Jones over the quality of the goods and
services provided by the Futurestep Business.

          (6)  Additional Quality Control. Futurestep shall, at all times during
               --------------------------
the Term, operate the Futurestep Business in accordance with the highest
standards of professionalism and business practices, and operate the Futurestep
Business in accordance with all applicable laws, rules and regulations.
Futurestep shall not perform, or fail to perform, any act which, in Dow Jones's
sole opinion, materially adversely reflects upon the business reputation of
Futurestep or Dow Jones, or in any way diminishes or tarnishes the reputation of
Dow Jones or any of the Dow Jones Marks. If at any time Dow Jones is of the
opinion that Futurestep is not properly using any of the Dow Jones Marks in
connection with the Futurestep Business, or that the standard of quality of any
of the Futurestep Business's products or services does not conform with Dow
Jones's standards for use of a Dow Jones Mark, Dow Jones shall deliver written
notice to Futurestep and KF to that effect. Upon receipt of such notice,
Futurestep and KF shall forthwith correct the deficiencies noted to Dow Jones's
reasonable satisfaction.

     (e)  Trademark Registration Filings. During the Term, Dow Jones shall apply
          ------------------------------               
for trademark registrations for the Dow Jones Marks only in such jurisdictions,
if any, where Dow Jones, in its sole discretion, considers such filings
appropriate. Futurestep and KF shall reasonably cooperate with Dow Jones, at Dow
Jones's sole expense, in the maintenance of such rights and registrations and
shall do such acts and execute such instruments as Dow Jones determines is
reasonably necessary or appropriate for such purpose.

     (f)  Ownership of Marks and Goodwill. Futurestep and KF agree that the Dow
          -------------------------------
Jones Marks and all intellectual property and other rights, registrations and
entitlement thereto, together with all applications, registrations and filings
with respect to any of the Dow Jones Marks and any renewals and extensions of
any such applications, registration and filings, are and shall remain the sole
and exclusive property of Dow Jones. Futurestep and KF acknowledge that each of
the Dow Jones Marks is part of the business and goodwill of Dow Jones.
Futurestep and KF recognize the great value of the reputation and goodwill
associated with the Dow Jones Marks and acknowledge that such goodwill
associated with the Dow Jones Marks belongs exclusively to Dow Jones, and that
Dow Jones is the owner of all right, title and interest in and to the Dow

                                       6


<PAGE>
 
Jones Marks. Futurestep and KF shall never, either directly or indirectly, 
contest Dow Jones's exclusive ownership of any of the Dow Jones Marks. In the 
event that Dow Jones consents to, and Futurestep or KF uses any Dow Jones Marks 
in conjunction with Futurestep's and KF's own trademark(s), such resulting mark 
shall be owned jointly by Dow Jones, on the one hand, and KF and Futurestep, as 
applicable, on the other hand, and the use of such composite mark will remain 
subject to this Agreement as it relates to the Dow Jones Marks. With respect to 
any such composite mark: (1) neither Futurestep, KF nor Dow Jones shall register
or apply for registration of such mark; (2) neither Futurestep, KF nor Dow Jones
shall use such mark except in accordance with this Agreement; and (3) after
termination or expiration of this Agreement, Dow Jones shall disclaim ownership
rights in Futurestep's and/or KF's own trademark forming a part of such mark and
shall assign to Futurestep and/or KF any rights in Futurestep's and/or KF's own
trademark forming a part of such mark and the goodwill associated therewith that
Dow Jones might have acquired during the Term; and (4) after termination or
expiration of this Agreement, Futurestep and KF shall disclaim ownership rights
in the Dow Jones Marks forming a part of such composite mark and shall assign to
Dow Jones any rights in the Dow Jones Marks forming a part of such composite
mark and goodwill associated therewith that Futurestep or KF might have acquired
during the Term. Nothing in this Agreement grants Dow Jones any right, title or
interest in the Futurestep Business.

     (g)  Alleged Infringements. In the event that Futurestep or KF has 
          ---------------------
knowledge of any infringement or imitation of any of the Dow Jones Marks, or of 
any use by any person of a trademark similar to any of the Dow Jones Marks, it 
shall promptly notify Dow Jones. Dow Jones shall take such action as it deems 
advisable for the protection of rights in and to the Dow Jones Marks and, if 
requested to do so by Dow Jones, Futurestep and KF shall cooperate with Dow
Jones in all respects, at Dow Jones's expense, including, without limitation, by
being a plaintiff or co-plaintiff and, upon Dow Jones's reasonable request, by
causing its officers to execute appropriate pleadings and other necessary
documents. In no event, however, shall Dow Jones be required to take any action
it deems inadvisable. Futurestep and KF shall have no right to take any action
which would materially and adversely affect any of the Dow Jones Marks without
Dow Jones's prior written approval.

     (h)  Use of Business Tag Line. During the Term, Futurestep shall use the 
          ------------------------
Business Tag Line in all Materials, except: (1) in "tile" advertisements on the 
World Wide Web or other instances where space does not permit inclusion of the 
Business Tag Line; (2) when prohibited pursuant to a term in this Agreement; (3)
on the outside of envelopes used in direct mail campaigns; and (4) when agreed 
otherwise by Dow Jones's Relationship Manager.

4.   PRINT MEDIA ADVERTISING.
     -----------------------
     
     (a)  WSJ and NBEW. Futurestep and KF shall, jointly and severally, pay Dow 
          ------------
Jones a minimum aggregate payment for each twelve-month period during the Term 
(the "Annual Minimum Payment"). The Annual Minimum Payment shall mean:     
    
          (1)  for the first twelve-month period of the Initial Term,* in Net Ad
     Revenues (the "First Year Minimum     

* Confidential portions omitted and filed separately with the Commission

                                       7

<PAGE>
 
    
Payment"), in connection with Business Ads purchased and published in the WSJ 
and/or NBEW during the first twelve-month period of the Initial Term;     
    
          (2) for the second twelve-month period of the Initial Term * in Net Ad
Revenues (the "Second Year Minimum Payment"), in the connection with Business
Ads published in the WSJ and/or NBEW during the second twelve-month period of
the Initial Term;    
    
          (3) for the third twelve-month period of the Initial Term * in Net Ad 
Revenues (the "Third Year Minimum Payment"), in connection with Business Ads 
published in the WSJ and/or NBEW during the third year of the Initial Term; 
and     
    
          (4) for each twleve-month period of any Renewal Term (if any), a 
payment equal to at least the Annual Minimum Payment from the immediately 
preceding twelve-month period, plus the PPI Adjustment. The "PPI Adjustment"
                               ----
shall mean an adjustment based upon the percentage increase in the United States
Department of Labor Bureau of Labor Statistics Producer Price Index for Finished
Goods (1982=100) or its successor index ("PPI"), for the immediately preceding
twelve month period. (As an example only, if the PPI for the third year of the 
Initial Term equaled five percent (5%), the Annual Minimum Payment for the first
Renewal Term of the Agreement would equal * the Third Year Minimum, x 1.05 = *.
If the PPI for the first Renewal Term would equaled six percent (6%), the Annual
Minimum Payment for the second Renewal Term would equal * x 1.06 = *.    
    
     (b)  Business Ads Only. Amounts spent for Selection Ads or Recruitment Ads 
          -----------------
shall not be counted when calculating whether Futurestep and KF fulfilled the 
Annual Minimum Payment obligations set forth in Section 4(a).     

     (c)  Reduced Advertising Rates; Subject to Rate Card Terms. In connection 
          -----------------------------------------------------
with Business Ads and Selection Ads published in the WSJ and/or NBEW during the 
Term, Dow Jones will bill Futurestep or KF, as applicable, at the rates set 
forth in Exhibit B. The purchase and publication of Business Ads and Selection 
Ads shall otherwise be subject to and governed by the terms set forth in the 
then-current applicable classified advertising rate card; provided, however, 
                                                          --------  -------
that in the event of a conflict between a term in this Agreement and in such 
rate card, the term in this Agreement shall govern such ad purchase and 
publication.
    
     (d)  Payment Terms; Ads in Excess of Minimum. Futurestep and KF will pay 
          ---------------------------------------
for the Business Ads and Selection Ads published in the WSJ and/or NBEW at the
times set forth in the then-current classified advertising rate card. If
Futurestep and KF purchase and pay for Business Ads published in the WSJ and/or
NBEW in excess of the minimum amount for a particular one-year period set forth 
in Section 4(a), the dollar amount in excess of the minimum payment required 
shall be credited toward the minimum payment required during the 
immediately-following one-year period. (As an example only, if Futurestep and
KF purchased and paid for * in Net Ad Revenues in connection with Business Ads 
during the second twelve-month period of the Initial Term, Dow Jones would 
credit * toward the Third Year Minimum Payment obligation, and Futurestep and KF
would be obligated to pay *, not     

* Confidential portions omitted and filed separately with the Commission

                                       8

<PAGE>
 
    
* in Net Ad Revenues in connection with Business Ads during the third 
twelve-month period of the Initial Term.)     

     (e)  Limited Exclusivity.
          -------------------

          (1)  During the Term, without obtaining Dow Jones's prior written
consent, neither Futurestep nor KF shall, directly or indirectly, purchase or
otherwise place a Business Ad for the Futurestep Business in any print
newspaper, other than the WSJ, NBEW, or another print publication in which Dow
Jones owns, directly or indirectly, a fifty percent (50%) or greater interest.
    
          (2) Notwithstanding Section 4(e)(1), Futurestep and/or KF shall be
entitled to purchase or otherwise place Business Ads for the Futurestep Business
in local, city or regional newspapers during the * period following the date on
which the Futurestep Business is first "launched" in such locale, city or
region, provided that Futurestep and/or KF must also purchase or otherwise place
at lease one (1) Business Ad for the Futurestep Business in the edition of the
print WSJ that includes or most nearly covers such locale, city or region during
the first two (2) week period following the date on which the Futurestep
Business is first "launched" in such locale, city or region. For purposes of
this Section 4(e)(2), the Futurestep Business shall have been "launched" in a
particular locale, city or region when local media (print or radio) has been
used to advertise the Futurestep Business in such locale, city or region.    

          (3)  This Section 4(e) shall not affect or limit the right of
Futurestep and/or KF to purchase or otherwise place Business Ads in vertical
newspaper publications designed for specific audiences (e.g., engineers,
computer programmers, et cetera).

5.   INTERNET ADVERTISING.
     --------------------
    
     (a)  "Tile Position" on careers.wsj.com; Monthly Tile Position Ad Fee.
          ----------------------------------------------------------------
During the Initial Term, Futurestep and KF shall, jointly and severally, pay Dow
Jones a total of * per month in Net Ad Revenues (the "Monthly Tile Position Ad
Fee"), in connection with Business Ads purchased and published during such month
in the Tile Position Ad (as defined in Section 5(b)) of each web page of the
careers.wsj.com site. Unless agreed otherwise by Futurestep and Dow Jones prior
to the commencement of a Renewal Term, during each Renewal Term (if any),
Futurestep and KF shall, jointly and severally, pay Dow Jones a total Monthly
Tile Position Ad Fee equal to the Monthly Tile Position Ad Fee in effect during
the immediately preceding twelve-month period, plus the PPI Adjustment. (As an
                                               ----
example only, if the PPI for the third twelve-month period of the Initial Term
equaled five percent(5%), the Monthly Tile Position Ad Fee for the first Renewal
Term of the Agreement would equal * per month * x 1.05 = *. If the PPI for the
first Renewal Term equaled six percent (6%), the Monthly Tile Position Ad Fee
for the second Renewal Term would equal * per month * x 1.06 = *     

     (b)  Exclusive Use of Tile Position Ad. During the Term, Futurestep and KF 
          ---------------------------------
shall be entitled to the exclusive use of the Tile Position Ad on each page of 
the careers.wsj.com internet 

* Confidential portions omitted and filed separately with the Commission

                                       9

<PAGE>
 
site, for Business Ads. The "Tile Position Ad" shall be defined as the "tile
ad", * located in the left side navigation bar of each page of the
careers.wsj.com internet site. The Tile Position Ad shall always be visible in
its entirety on a full screen basis without the need for scrolling, shall be in
the same position on each page of the careers.wsj.com internet site that
contains the left column navigation bar, shall not rotate with any other ads,
and shall have the capability of being both static and dynamic (e.g., flashing,
changing, et cetera). The Tile Position Ad will link to the Intermediate Page
(as defined below). During the Term, without Futurestep's prior consent, Dow
Jones will not sell or otherwise place any other "tile ad" on a page of the
careers.wsj.com site, that is: (1) purchased by or promotes a third person that
competes with Futurestep, or that advertises a service that competes with the
Futurestep Business; or (2) placed above the Tile Position Ad on the screen
display. Nothing in this Agreement is intended to, or shall be construed or
interpreted to, limit Dow Jones's ability to place "banner ads" or sponsorships
on pages of the careers.wsj.com web site.

     (c)  Subject to Rate Card. In connection with Business Ads (other than the
          --------------------
Tile Position Ad) and/or Selection Ads in careers.wsj.com during the Term, Dow
Jones will charge Futurestep or KF, as applicable, * The purchase and
publication of the Tile Position Ad, and any other Business Ads or Selection Ads
by Futurestep or KF in careers.wsj.com, shall otherwise be subject to and
governed by the terms set forth in the then-current applicable rate card for
careers.wsj.com; provided, however, that in the event of a conflict between a
                 -------- -------
term in this Agreement and such rate card, the term in this agreement shall
govern such ad purchase and publication.

     (d)  Limited Exclusivity. During the Term, without obtaining Dow Jones's
          -------------------
prior written consent, neither Futurestep nor KF shall, directly or indirectly,
purchase a Business Ad for the Futurestep Business to appear on any other
newspaper site or newspaper web page on the Internet, other than WSJIE,
careers.wsj.com site, or another web site in which Dow Jones owns, directly or
indirectly, a fifty percent (50%) or greater interest.

6.   ADDITIONAL PROMOTIONAL OBLIGATIONS.
     ----------------------------------

     (a)  Promotion of Dow Jones Publications for Selection Ads. Futurestep and
          -----------------------------------------------------
KF shall use reasonable commercial efforts to cause Futurestep and KF Selection
recruiting professionals to promote, where appropriate, the purchase by Clients
of Selection Ads to be published in WSJ, NBEW, WSJIE careers.wsj.com, and other
print, Internet, and forms of media in which Dow Jones owns, directly or
indirectly, a fifty percent (50%) or greater interest.
    
     (b)  * During the Term, Futurestep shall include * in all of its Business
Ads for the Futurestep Business appearing in print media, unless agreed
otherwise in advance by Dow Jones for a particular advertisement; provided,
however, that the requirements of this Section 6(b) shall not apply * following
the date on which the Futurestep Business is first "launched" in such market.
For purposes of this Section 6(b), "launched" shall have the same meaning as set
forth in section 4(e)(2).     

* Confidential portions omitted and filed separately with the Commission

                                      10

<PAGE>
 
     (c)  Links from careers.wsj.com to the Business Web Site. During the Term, 
          ---------------------------------------------------
Dow Jones shall include on the WSJIE home page a link to and description of
careers.wsj.com as a free feature, which shall include a reference to and brief
explanation of the Futurestep Business. During the Term, Dow Jones shall include
on the careers.wsj.com front page a link, positioned near the JobSeek database
logo or its successor, to an intermediate page, hosted on a Dow Jones server and
co-branded with the careers.wsj.com and Futurestep trade names, which contains
an explanation of the Futurestep Business prepared by Futurestep (the
"Intermediate Page"). Dow Jones and Futurestep shall mutually agree upon the
design of and text on this Intermediate Page. This Intermediate Page shall
contain at least one link to the User Registration Page and at least one link to
return to careers.wsj.com.

     (d)  Links from the Business Web Site to Dow Jones Sites. During the Term, 
          ---------------------------------------------------
Futurestep shall include at least one link to the careers.wsj.com front page on
each home page Futurestep creates or has created for each Registered Candidate,
and at least one link to an editorial section within careers.wsj.com from each
"table of contents" or navigation bar or index or directory or similar listing
of areas on the Business Web Site. Each of the links referred to in the
preceding sentence shall always be visible in its entirety on a full screen
basis without the need for scrolling, and shall appear in the same position on
each page of the Business Web Site where such link is required in the preceding
sentence to be included. During the Term, Futurestep shall include a link to the
WSJIE home page from each display of the "wsj.com" logo, "WSJ" logo, or the
words "The Wall Street Journal" as part of the branding on the Business Web
Site, and as part of the Business Tag Line when the Business Tag Line is
displayed on the Business Web Site.

     (e)  Electronic Messages to Registered Candidates. Upon request by Dow
          --------------------------------------------
Jones, not more often than once a week but at least once each three (3) months
throughout the Term, Futurestep shall post an electronic message to each
Registered Candidate's mailbox on the Business Web Site, containing promotions
for WSJIE or articles from WSJIE and/or careers.wsj.com, unless Futurestep is
prohibited by law from posting such electronic messages. In the event a
particular Registered Candidate has indicated to Futurestep that he or she does
not want to receive electronic messages, or sending such electronic message
would violate applicable law, then Futurestep shall not be required to send or
post such electronic messages to such Registered Candidates. Dow Jones shall be
responsible for creating and delivering, in HTML format or other format mutually
agreeable to Futurestep and Dow Jones, the content of the materials to be sent
in such electronic messages. The content of the materials to be sent in such
electronic messages shall be consistent with the standards of professionalism
and business practices under which the Futurestep Business is operated and shall
comply with all applicable laws, rules and regulations.

     (f)  Additional Promotions. Futurestep and Dow Jones shall use reasonable 
          ---------------------
commercial efforts to agree upon additional joint promotional activities in 
connection with the Futurestep Business, including but not limited to the 
issuance of a joint press release following execution of this Agreement by all 
parties, and another joint press release upon the "re-launch"

                                      11


<PAGE>
 
of the Futurestep Business using the Business Tag Line. (Such press releases
shall be subject to prior review and approval pursuant to Section 3(d)(1) of
this Agreement.)

     (g)  Other Links.
          -----------

          (1)  *

          (2)  *

          (3)  During the Term, Dow Jones shall not, directly or indirectly,
through WSJIE or careers.wsj.com, include links from the WSJIE or
careers.wsj.com web sites to: (a) other web sites that directly compete with the
Futurestep Business or the KF Business; or (b) portions of other web sites owned
or operated by, or branded with the name or trademark of, a third person that
directly competes with the Futurestep Business or the KF Business. Nothing in
this Agreement, including the foregoing sentence, shall restrict or limit Dow
Jones from including links from the WSJIE or careers.wsj.com web sites: (y)
embedded within news stories, "briefing books", or other news and editorial
content published at the WSJIE or careers.wsj.com web sites; or (z) in
connection with contractual obligations binding Dow Jones as of the Effective
Date or the Career Development Services web site.

          (4)  Other than as set forth in this Section 6(g) of the Agreement, 
and other than the trademark license terms set forth in Section 3(d), nothing 
contained in this Agreement shall prevent or restrict any party to this 
Agreement who maintains a site on the Internet from having a link to one or more
other sites on the Internet maintained by them or others. Nothing in this
Section 6(g) shall prevent a party from accepting a web site advertisement that
includes an embedded link to another web site.


7.   RESPONSE MANAGEMENT SERVICE OBLIGATIONS.
     ---------------------------------------

     (a)  Promotion of Futurestep's Response Management Services. Dow Jones 
          ------------------------------------------------------
shall use reasonable commercial efforts to cause the appropriate Dow Jones 
Classified Advertising salespeople to promote, where appropriate, Futurestep's 
Response Management Services to 

* Confidential portions omitted and filed separately with the Commission

                                      12

<PAGE>
 
companies purchasing, and companies considering purchasing, Recruitment Ads in 
the WSJ. Dow Jones shall create and prepare, at its expense, print materials 
approved by Futurestep describing the Response Management Services, for 
distribution in connection with such promotion. Dow Jones shall refer all 
inquiries regarding the Response Management Services or other aspects of the 
Futurestep Business to Futurestep.

     (b)  Tracking and Response Management Service *.
          -----------------------------------------------------

          (1)  Futurestep and Dow Jones shall agree upon a system, to be
operated by Futurestep at Futurestep's expense, to track the number and
identities of companies referred by Dow Jones to Futurestep for potential
purchase of Response Management Services with respect to a particular
Recruitment Ad. A company referred by Dow Jones to Futurestep that actually
purchases on or more of the Response Management Services during the Term with
respect to a particular Recruitment Ad, shall be defined as a "Referred Response
Management Service Client."

          (2)  Futurestep and KF, jointly and severally, shall pay Dow Jones *

               (a)  for Response Management Services provided by Futurestep or
KF during the Term with respect to a particular Recruitment Ad; and

               (b)  in connection with Futurestep or KF providing any of the 
products or services set forth on Exhibit C (whether referred to by Futurestep
or KF as "Selection Services" or "Response Management Services" or otherwise) to
such Client, during the Term and within the twelve (12) month period after such
Client was first referred from Dow Jones to Futurestep and became a Referred
Response Management Service Client, in connection with any advertisement printed
in the WSJ.

          (3)  For purposes of this Section 7(b), *.

     (c)  Customer Relationship with Futurestep. Futurestep shall be 
          -------------------------------------
responsible for entering into all business and contractual relationships with
Referred Response Management Service Clients. Dow Jones shall not be a party to,
or be liable in connection with, any business or contractual relationship
between a Referred Response Management Service Client and Futurestep. Neither
Futurestep nor KF shall express or imply that Dow Jones is a party to, or liable
for, any business or contractual relationship between a Referred Response
Management Service Client and Futurestep.

* Confidential portions omitted and filed separately with the Commission

                                      13

<PAGE>
 
    
8.   CANDIDATE PLACEMENT FEE.     
     ------------------------

     (a)  Registration System. Futurestep shall develop and implement an online
          -------------------
system at the Business Web Site by which all individuals interested in being
considered for employment must complete an online application form or forms (the
"Registration System"). The Registration System shall include the User
Registration Page. Futurestep shall develop and implement the Registration
System at its own expense and in accordance with this Agreement. In order to
protect the Dow Jones Marks, Dow Jones shall have the right to review and
approve the operation of the Registration System prior to its implementation,
and prior to implementation of any significant revision. Dow Jones will not
unreasonably withhold or delay its approval of the Registration System. By
executing this Agreement, Dow Jones is deemed to have approved the Registration
System as it exists immediately prior to the date and time of such execution by
Dow Jones. If Futurestep does not receive from Dow Jones written disapproval of
any Registration System revisions within five (5) days after receiving written
notice from Futurestep requesting such approval, then Dow Jones shall be deemed
to have approved such revisions.

     (b)  Tracking Obligations.
          --------------------

          (1)  Tracking Registered Candidates Using the Registration System. 
               ------------------------------------------------------------
Futurestep shall design the User Registration Page so that every potential 
Registered Candidate must respond to the following question (or a substantially 
similar question approved in advance by Dow Jones): "Where did you hear about 
Futurestep?" (the "Question"). During the first twelve months of the Initial 
Term, Futurestep shall list The Wall Street Journal in the top position in the 
list of sources/answers to the Question. Beginning after the end of the first 
twelve months of the Initial Term and continuing until the end of the Term, 
Futurestep shall list The Wall Street Journal in the second position in the list
of sources/answers to the Question ("radio" will be listed in the top position).

          (2)  Tracking Individuals Linking From the Intermediate Page. 
               -------------------------------------------------------
Futurestep also shall track the number of individuals coming to the Business Web
Site or the User Registration Page from a link from careers.wsj.com, the 
Intermediate Page, or other web site (not including an embedded link in a
Futurestep or KF advertisement in such other web site) in which Dow Jones owns,
directly or indirectly, a fifty percent (50%) or greater interest, and the
identity of such individuals who become Registered Candidates. Dow Jones will
notify Futurestep at least ten (10) days in advance of adding a link to the
Business Web Site from a new Dow Jones web site, in order to enable Futurestep
to take steps necessary to track these individuals.
    
     (c)  Candidate Placement Fee. Futurestep and KF shall, jointly and
          ----------------------- 
severally, pay Dow Jones, a one-time fee (the "Candidate Placement Fee") of:    
    
          (1) * for each Registered Candidate:     

               (a)  (i)  who indicated The Wall Street Journal when answering 
the Question in the User Registration Page; or

* Confidential portions omitted and filed separately with the Commission

                                      14



<PAGE>
 
               (ii) who became a Registered Candidate directly as a result of
the links from careers.wsj.com, the Intermediate Page, or other web site (not
including an embedded link in a Futurestep or KF advertisement in such other web
site) in which Dow Jones owns, directly or indirectly, a fifty percent (50%) or
greater interest; and
                  ---

               (b)  that Futurestep or KF * the date such Registered Candidate
first completed the User Registration Page.
    
          (2) * for each Registered Candidate     

               (a)  (i)  who indicated The Wall Street Journal when answering
the Question in the User Registration Page; or

                    (ii) who became a Registered Candidate directly as a result 
of the links from careers.wsj.com, the Intermediate Page, or other web site (not
including an embedded link in a Futurestep or KF advertisement in such other web
site) in which Dow Jones owns, directly or indirectly, a fifty percent (50%) or 
greater interest; and
                  ---

               (b)  that Futurestep or KF * after the date such Registered
Candidate first completed the User Registration Page.

     (d)  Continuation of Tracking from the Question. Futurestep shall continue 
          ------------------------------------------
to list The Wall Street Journal as a possible answer to the Question, and 
maintain the Question within the Registration System and User Registration Page:

          (1)  for at least six (6) months after the termination of this 
Agreement, if this Agreement is terminated prior to the end of one (1) year 
after the Effective Date;

          (2)  for at least nine (9) months after the termination of this 
Agreement, if this Agreement is terminated at least one (1) year after, but
prior to the end of two (2) years after, the Effective Date; and

          (3)  for at least twelve (12) months after the termination or 
expiration of this Agreement, if this Agreement is terminated or expires at 
least two (2) years after the Effective Date.
    
The obligation to pay the Candidate Placement Fee shall apply to Registered 
Candidates who first became Registered Candidates during the period of time 
during which the Question is required to be maintained pursuant to this 
Agreement, and shall survive the expiration or termination of this Agreement for
any reason.     

* Confidential portions omitted and filed separately with the Commission

                                      15

<PAGE>
 
9.   LIMITATIONS ON OTHER BUSINESS ACTIVITIES.
     ----------------------------------------

     (a)  Use of Mark to Promote Competing Business. During the Term, and for 
          -----------------------------------------
one year following the expiration or termination of this Agreement for any 
reason, except for contractual obligations binding Dow Jones as of the Effective
Date and except for the careers.wsj.com web site Business, WSJIE, and NBEW, Dow
Jones will not, directly or indirectly, promote or offer or use any of the Dow 
Jones Marks, or license any of the Dow Jones Marks for use, to promote or offer 
a product or service that directly or indirectly competes with the Futurestep 
Business and/or the KF Business, including without limitation Futurestep's and 
KF's Response Management Services and KF Selection. During the Term, and for one
year following the expiration or termination of this Agreement for any reason,
Dow Jones will not, directly or indirectly (except for its Ottaway Newspapers
subsidiary), promote, use or offer any Response Management Services, or services
substantially similar to and competitive with Response Management Services,
whether or not utilizing or in conjunction with the use of one or more of the
Dow Jones Marks, other than Futurestep's or KF's Response Management Services
(except for its Ottaway Newspapers subsidiary); provided, however, that Dow
                                                -----------------
Jones may list other advertising agencies that may also happen to offer Response
Management Services, or services substantially similar to and competitive with
Response Management Services, in response to inquiries from potential and actual
advertisers. Notwithstanding the foregoing sentences or anything in this
Agreement to the contrary, Dow Jones may accept and publish advertisements in
any media from any third person or service, including, without limitation, a
third person or service that competes with Futurestep or KF or is similar to the
Futurestep Business, including but not limited to the Response Management
Services. Nothing in this Agreement shall limit or restrict Dow Jones's ability
to report news and information regarding Futurestep, KF, or any third person.

     (b)  No Resume Database. During the Term, Dow Jones will not create or 
          ------------------
operate, itself or in partnership or association with a third person, an online 
database of job placement candidates or of resumes from individuals seeking 
employment with third persons. Notwithstanding the foregoing sentence or 
anything in this Agreement to the contrary, Dow Jones may create and operate, or
retain a third person to create and/or operate on its behalf, an online database
of job placement candidates, or of resumes from individuals who have submitted 
employment inquiries or resumes to Dow Jones or its affiliates, seeking 
employment with Dow Jones or its affiliates. Notwithstanding anything in this 
Agreement to the contrary, Dow Jones may create and operate, or retain a third 
person to create and/operate on its behalf, an online database of information 
from Dow Jones customers and visitors to Dow Jones web sites, where the 
principal purpose of such database is not the listing of names of individuals 
seeking employment and where such database is not marketed or promoted as such.

     (c)  Response Management Services. During the Term, unless agreed otherwise
          ----------------------------
in advance by Dow Jones's Relationship Manager for a particular potential
Client, Futurestep and KF shall provide Response Management Services solely to
Clients who also purchase a Recruitment Ad published in the WSJ or other print
publication in which Dow Jones owns, directly or indirectly, a fifty percent
(50%) or greater interest, or published in WSJIE or careers.wsj.com. During the
Term, unless agreed otherwise in advance by Dow Jones's Relationship Manager for
a particular potential Client, neither Futurestep nor KF shall provide
                           
                                      16

<PAGE>
 
Response Management Services to any third person in connection with a 
Recruitment Ad which was not published in the WSJ or other print publication in 
which Dow Jones owns, directly or indirectly, a fifty percent (50%) or greater 
interest, or published in WSJIE or careers.wsj.com.

For purposes of this Section 9(c), "Response Management Services" shall not 
include "Selection Services" or the provision of those products and services set
forth on Exhibit C in connection with a Selection Ad.

     (d)  No Online Job Database; Definition of "KF Database". During the Term,
          --------------------------------------------------
except for the KF Database (as defined below), neither Futurestep nor KF will 
create or operate, itself or in partnership or association with a third person, 
an online database of available employment opportunities with third persons, 
which individuals seeking employment can search electronically. During the Term,
except for the KF Database (as defined below), neither Futurestep nor KF will 
create or operate, itself or in partnership or association with a third person, 
a web site that competes with the careers.wsj.com web site Business as it is 
then being published and which contains features and functions similar to those 
available at that time on careers.wsj.com. "KF Database" shall mean an online 
database of available employment opportunities with third persons who have 
retained Futurestep and/or KF to provide search, recruitment, or selection 
services for such third persons, but does not contain any listings or employment
opportunities from third persons who have not retained Futurestep or KF to 
provide either search, recruitment, or selection services for such third 
persons.

     (e)  No Content Branded with a Competitor's Brand. During the Term, without
          --------------------------------------------
Dow Jones's prior consent, which consent will not be unreasonably withheld, 
Futurestep shall not include on any web page within the Business Web Site 
business or financial news or information branded or identified with the name or
trademark of a competitor of Dow Jones in the business of providing business and
financial news and information.

     (f)  No Promotion Using a Competitor's Brand. During the Term, and for one 
          ---------------------------------------
year following the expiration or termination of this Agreement for any reason, 
neither Futurestep nor KF shall, directly or indirectly, operate or promote the 
Futurestep Business, or a business substantially similar to the Futurestep
Business, using the name or trademark or logo of a third person or entity which
competes with WSJ, NBEW, WSJIE, or the careers.wsj.com web site Business.

10.  PAYMENT AND REPORTING TERMS; TAXES.
     ----------------------------------

     (a)  *

* Confidential portions omitted and filed separately with the Commission

                                      17

<PAGE>
 
*

     (b)  Each Party to Bear Its Expenses. Except as expressly set forth 
          -------------------------------
otherwise in this Agreement, each party shall bear all of its respective costs 
and expenses in connection with the execution and performance of this Agreement 
and the grant of licenses herein.

     (c)  Maintenance and Inspection of Records. Futurestep shall maintain 
          -------------------------------------
complete and accurate books and records, in accordance with generally accepted 
accounting practices, of all matters related to its compliance with its 
obligations hereunder ("Records"). Dow Jones shall have the right itself, or 
through its authorized representatives, upon at least ten (10) business days' 
prior written notice, to inspect the Records during the other party's normal 
business hours, but no more often than once during each calendar year. If any 
such inspection reveals an underpayment of more than five percent (5%) related 
to the time period under inspection, the reasonable costs and expenses to
conduct such inspection shall be paid by the underpaying party, and the
underpaying party shall pay the amount of such underpayment within thirty (30)
days. All information disclosed or obtained in the course of conducting any such
inspection shall be deemed Confidential Information of the party whose Records
are being inspected, and used solely for the purpose of verifying compliance
with the terms of this Agreement. If Dow Jones elects to have an authorized
representative conduct its inspection of Records, the other party may require
such authorized representative to execute and deliver a confidentiality
agreement reasonably acceptable to the party whose Records are being inspected.

     (d)  U.S. Dollars. All amounts set forth herein are in U.S. Dollars and 
          ------------
shall be paid in U.S. Dollars.

11.  WARRANTIES.
     ----------

     (a)  By Dow Jones. Dow Jones hereby represents and warrants to Futurestep 
          ------------
that:

          (1)  Dow Jones has the authority required to enter into this Agreement
according to its terms, and that the execution, delivery, and performance of 
this Agreement will not, with or without the giving of notice or the passage of 
time, or both, violate any provision of law, rule or regulation to which Dow
Jones is subject, or conflict with or result in a breach or default under any
agreement or other instrument to which Dow Jones is a party or by which Dow
Jones may be bound; and

          (2)  Dow Jones has and will maintain during the Term all necessary 
legal rights to grant the license to use the Dow Jones Marks as set forth in 
this Agreement.

     (b)  By Futurestep. Futurestep hereby represents and warrants to Dow Jones 
          --------------
that:

* Confidential portions omitted and filed separately with the Commission

                                      18

<PAGE>
 
          (1)  Futurestep has the authority required to enter into this 
Agreement according to its terms, and that the execution, delivery, and 
performance of this Agreement will not, with or without the giving of notice or 
the passage of time, or both, violate any provision of law, rule or regulation 
to which Futurestep is subject, or conflict with or result in a breach or 
default under any agreement or other instrument to which Futurestep is a party 
or by which Futurestep may be bound; and

          (2)  Futurestep is a corporation duly formed and in valid existence, 
and will remain throughout the Term a corporation in good standing, under the 
laws of the State of Delaware;

          (3)  Futurestep or KF has conducted an intellectual property search to
determine whether its use of the trade name and mark Futurestep is likely to 
cause confusion or otherwise infringe on a third person's trademark, trade name,
trade dress, or other intellectual property rights; and


          (4)  to the best of Futuresteps's knowledge, its use of the trade name
and mark Futurestep does not, and will not during the Term, infringe upon the 
trademark, trade name, trade dress, or other intellectual property rights of a 
third person.

     (c)  By KF. KF hereby represents and warrants to Dow Jones that:
          -----

          (1)  KF has the authority required to enter into this Agreement 
according to its terms, and that the execution, delivery, and performance of 
this Agreement will not, with or without the giving of notice or the passage of 
time, or both, violate any provision of law, rule or regulation to which KF is 
subject, or conflict with or result in a breach or default under any agreement 
or other instrument to which KF is a party or by which KF may be bound; and

          (2)  to the best of KF's knowledge and ability, Futurestep's use of 
the trade name and mark Futurestep does not, and will not during the Term, 
infringe upon the trademark, trade name, trade dress, or other intellectual 
property rights of a third person.

     (d)  Disclaimer of Other Warranties. EXCEPT FOR THE WARRANTIES SET FORTH IN
          ------------------------------
THIS SECTION 11, NO PARTY TO THIS AGREEMENT MAKES ANY OTHER REPRESENTATION OR 
WARRANTY TO ANOTHER PARTY TO THIS AGREEMENT IN CONNECTION WITH THE SUBJECT 
MATTER OF THIS AGREEMENT, AND EXPRESSLY DISCLAIMS ANY EXPRESS OR IMPLIED 
WARRANTIES, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY AND 
FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE GENERALITY OF THE 
FOREGOING, NEITHER FUTURESTEP NOR KF HAS MADE OR WILL MAKE OR HAS AUTHORIZED 
ANYONE ELSE TO MAKE ANY REPRESENTATIONS, WARRANTIES, PROMISES OR GUARANTIES, 
EXPRESS OR IMPLIED, RELATING TO THE FUTURESTEP BUSINESS OR ITS PROSPECTS OR ANY 
PROJECTIONS OR PLANS RELATING TO THE FUTURESTEP BUSINESS.

                                      19

<PAGE>
 
12.  INDEMNIFICATION.
     ---------------
    
     (a)  By Futurestep and KF. Futurestep and KF, jointly and severally, shall 
          --------------------
indemnify and hold harmless Dow Jones and its affiliates, and their respective 
officers, directors, members, employees, and agents (collectively, the "Dow 
Jones Indemnified Persons"), against any and all judgments, damages, 
liabilities, costs, expenses, and losses of any kind (including, but not limited
to, reasonable attorneys' and experts' fees) (collectively, "Losses") that arise
out of or relate to any claim, cause of action, demand or proceeding by a third 
person (each, a "Claim") arising out of or related to or in connection with: (1)
the Futurestep Business (including, but not limited to, a Claim regarding 
Response Management Services or by Referred Response Management Service Clients 
or Registered Candidates); or (2) a breach or alleged breach by Futurestep or KF
of any representation or warranty or covenant set forth in this Agreement. Dow 
Jones must promptly notify Futurestep and KF in writing of any such Claim, but 
the failure to do so shall not relieve Futurestep and KF of any obligation or 
liability hereunder except to the extent Futurestep and KF have been materially 
prejudiced therefrom. Futurestep or KF may elect, by written notice to Dow Jones
within ten (10) days after receiving notice of such Claim, to assume the defense
thereof with counsel reasonably acceptable to Dow Jones and/or the Dow Jones 
Indemnified Person(s). If Futurestep or KF does not so elect to assume such 
defense, then Dow Jones and/or the Dow Jones Indemnified Person(s) shall retain 
its own counsel to defend such Claim, at the expense of Futurestep and KF, 
jointly and severally. If Futurestep or KF disputes its respective indemnity 
obligation with respect to such Claim, or if Dow Jones or the Dow Jones 
Indemnified Person(s) reasonably believes that there are conflicts of interest 
between Futurestep and/or KF (on the one hand) and Dow Jones and/or the Dow 
Jones Indemnified Person(s) (on the other hand), or that additional defenses are
available to Dow Jones and/or the Dow Jones Indemnified Person(s) with respect 
to such defense, then Dow Jones and/or the Dow Jones Indemnified Person(s) may 
retain its own counsel to defend such Claim, at its own expense (unless 
ultimately determined that Futurestep or KF did have an indemnity obligation 
with respect to such Claim). Futurestep and KF shall reimburse Dow Jones and the
Dow Jones Indemnified Person(s) for their respective costs and expenses incurred
under this Section 12(a) if and to the extent such costs and expenses constitute
Losses that arise out of or relate to a Claim for which they are entitled to be
indemnified by Futurestep or KF under this Section 12(a). Dow Jones and the Dow
Jones Indemnified Person(s) shall have the right, at their own respective
expense, to participate in the defense of any Claim against which it is
indemnified hereunder and for which Futurestep or KF has assumed the defense; 
provided, however, that Dow Jones and the Dow Jones Indemnified Person(s) shall 
- --------  -------
have no right to control the defense, consent to judgment, or agree to settle 
any such Claim without the prior written consent of the party that has assumed 
the defense of such Claim, unless Dow Jones or such Dow Jones Indemnified 
Person(s) waive their respective rights to indemnity hereunder. In defending 
such Claim, Futurestep and KF shall not, without Dow Jones's prior written 
consent, consent to entry of any judgment or enter into any settlement which: 
(x) does not include, as an unconditional term, the grant by the claimant to Dow
Jones and the Dow Jones Indemnified Person(s) of a release of all liabilities in
respect of such Claim; or (y) otherwise adversely affects the rights of Dow
Jones or the Dow Jones Indemnified Person(s).

                                      20


<PAGE>
 
     (b)  By Dow Jones. Dow Jones shall indemnify and hold harmless Futurestep 
          ------------
and KF and their respective affiliates, officers, directors, members, employees,
and agents (collectively, the "Futurestep Indemnified Persons"), against any and
all Losses that arise out of or relate to any Claim arising out of or related 
to or in connection with a breach or alleged breach by Dow Jones of any
representation or warranty or covenant set forth in this Agreement. Futurestep
and/or KF must promptly notify Dow Jones in writing of any such Claim, but the
failure to do so shall not relieve Dow Jones of any obligation or liability
hereunder except to the extent Dow Jones has been materially prejudiced
therefrom. Dow Jones may elect, by written notice to Futurestep and KF within
ten (10) days after receiving notice of such Claim, to assume the defense
thereof with counsel reasonably acceptable to Futurestep (if the subject of the
Claim) and/or KF (if the subject of the Claim), and/or the Futurestep
Indemnified Person(s). If Dow Jones does not so elect to assume such defense,
then Futurestep (if the subject of the Claim) and/or KF (if the subject of the
Claim) or the Futurestep Indemnified Person(s) shall retain its own counsel to
defend such Claim, at Dow Jones's expense. If Dow Jones disputes its indemnity
obligation with respect to such Claim, or if Futurestep (if the subject of the
Claim) and/or KF (if the subject of the Claim) or the Futurestep Indemnified
Person(s) reasonably believes that there are conflicts of interest between Dow
Jones (on the one hand) and Futurestep and/or KF and/or the Futurestep
Indemnified Person(s) (on the other hand), or that additional defenses are
available to Futurestep (if the subject of the Claim) and/or KF (if the subject
of the Claim) or the Futurestep Indemnified Person(s) with respect to such
defense, then Futurestep (if the subject of the Claim) and/or KF (if the
subject of the Claim) and the Futurestep Indemnified Person(s) may retain its
own counsel to defend such Claim, at its own expense (unless ultimately
determined that Dow Jones did have an indemnity obligation with respect to such
Claim). Dow Jones shall reimburse Futurestep (if the subject of the Claim)
and/or KF (if the subject of the Claim) and the Futurestep Indemnified Person(s)
for their respective costs and expenses incurred under this Section 12(b) if and
to the extent such costs and expenses constitute Losses that arise out of or
relate to a Claim for which they are entitled to be indemnified by Dow Jones
under this Section 12(b). Futurestep (if the subject of the Claim) and/or KF (if
the subject of the Claim) and the Futurestep Indemnified Person(s) shall have
the right, at their own respective expense, to participate in the defense of any
Claim against which it is indemnified hereunder and for which Dow Jones has
assumed the defense; provided, however, that Futurestep (if the subject of the
                     --------  -------
Claim) and/or KF (if the subject of the Claim) and the Futurestep Indemnified
Person(s) shall have no right to control the defense, consent to judgment, or
agree to settle any such Claim without the prior written consent of Dow Jones,
unless Futurestep (if the subject of the Claim) and/or KF (if the subject of the
Claim) and the Futurestep Indemnified Person(s) waive their respective rights to
indemnity hereunder. In defending such Claim, Dow Jones shall not, without the
prior written consent of Futurestep (if the subject of the Claim) and/or KF (if
the subject of the Claim), consent to entry of any judgment or enter into any
settlement which: (x) does not include, as an unconditional term, the grant by
the claimant to Futurestep (if the subject of the Claim) and/or KF (if the
subject of the Claim) and the Futurestep Indemnified Person(s) of a release of
all liabilities in respect of such Claim; or (y) otherwise adversely affects the
rights of Futurestep (if the subject of the Claim) and/or KF (if the subject of
the Claim) and the Futurestep Indemnified Person(s).

                                      21

<PAGE>
 
     (c)  No Third Party Beneficiaries. The terms set forth in Section 12 are 
          ----------------------------
solely for the benefit of Dow Jones, Futurestep, and KF, and are not intended 
to, and do not, create any rights or causes of actions on behalf of any third 
person, or any intended or implied third party beneficiaries.

13.  CONFIDENTIAL INFORMATION.
     ------------------------

     (a)  General Obligations. The parties understand and agree that in the 
          -------------------
performance of this Agreement each party may have access to private or 
confidential information of the other party, including, but not limited to, 
trade secrets, marketing and business plans, technical information, customer 
identities, candidates identities, projections, customer lists, lists of 
advertisers, and product and service pricing, which is designated as 
confidential by the disclosing party in writing or which the receiving party 
knew or should have known was confidential (collectively, "Confidential 
Information"). Both parties agree that the terms of this Agreement, including 
without limitation its financial terms, shall be deemed Confidential Information
owned by the other party. Each party agrees that: (a) all Confidential 
Information shall remain the exclusive property of the owner; (b) it shall 
maintain, and shall use prudent methods to cause its employees and agents to 
maintain, the confidentiality and secrecy of the Confidential Information; (c) 
it shall not, and shall use prudent methods to ensure that its employees and 
agents do not, copy, publish, disclose to others or use (other than pursuant to 
the terms hereof) the Confidential Information; and (d) it shall return or 
destroy all copies of Confidential Information upon request of the other party. 
Notwithstanding the foregoing, Confidential Information shall not include any 
information to the extent it (i) is or becomes a part of the public domain 
through no act or omission on the part of the receiving party, (ii) is disclosed
to a third person by the disclosing party without restriction on such third 
person, (iii) is in the receiving party's possession, without actual or 
constructive knowledge of an obligation of confidentiality with respect thereto,
at or prior to the time of disclosure under or in connection with this 
Agreement, whether received prior to or after the date of this Agreement, (iv) 
is disclosed to the receiving party by a third person having no obligation of 
confidentiality with respect thereto, (v) is independently developed by the 
receiving party without reference to the disclosing party's Confidential 
Information, (vi) is released from confidential treatment by written consent of 
the disclosing party, or (vii) is required to be disclosed by law, provided the 
receiving party gives sufficient notice to the disclosing party in advance of 
such disclosure to enable the disclosing party to seek legal recourse to prevent
such disclosure.

     (b)  Customer Identities. The fact than an individual subscribes to or uses
          -------------------
WSJIE or careers.wsj.com or WSJ or NBEW or any other Dow Jones publication or 
service, or that a company has purchased an advertisement that has not yet been 
published in a Dow Jones publication or service, shall be deemed Dow Jones's 
Confidential Information. The fact that an individual or company uses any of 
Futurestep's or KF's products or services, or uses any of Futurestep's or KF's 
business products or services, shall be deemed Futurestep's or KF's, as 
applicable, Confidential Information.

14.  INSURANCE. Futurestep, at its own expense, shall procure and maintain 
     ---------
during the Term policies of insurance customary for employment search companies
and companies doing

                                      22

<PAGE>
 
business using the Internet, which shall include at a minimum Errors and 
Omissions Liability insurance with a combined single limit of not less than 
$10,000,000 per occurrence. Dow Jones shall be named as an additional insured on
all such policies of insurance.

15.   TERMINATION AND EFFECT OF TERMINATION.
      -------------------------------------

     (a)  Uncured Breach. (1) If Futurestep or KF shall breach any material 
          --------------
provision contained in this Agreement, and such breach is not cured within 
thirty (30) days after receiving written notice of such breach from Dow Jones, 
then Dow Jones may deliver a second written notice to Futurestep and KF 
terminating this Agreement, in which event this Agreement, and the license and 
rights granted hereunder, shall terminate on the date specified in such second 
notice. 

          (2) If Dow Jones shall breach any material provision contained in this
Agreement, and such breach is not cured within thirty (30) days after receiving 
written notice of such breach from Futurestep or KF, then Futurestep or KF (as 
the case may be) may deliver a second written notice to Dow Jones terminating 
this Agreement, in which event this Agreement, and the license and rights 
granted hereunder, shall terminate on the date specified in such second notice.


          (3) Each party shall inform the other parties of breaches of 
immaterial provisions of which such party becomes aware, but a breach of an 
immaterial provision shall not give rise to a right to terminate the Agreement.

     (b)  Series of Cured Breaches of Material Term. (1) If Futurestep or KF 
          -----------------------------------------
shall materially breach a term in Sections 3(d)(1), 3(d)(3), 3(d)(6), 3(h), 
4(d), 4(e)(1), 5(d), 6(g), 9(c), 9(d), 9(e), 9(f), or 10(a) three (3) or more 
times during a six (6) month period, regardless of whether each breach of such 
provision was cured within the time period specified in this Agreement, then Dow
Jones may deliver written notice to the parties terminating this Agreement, in 
which event this Agreement, and the license and rights granted hereunder, shall 
terminate on the date specified in such second notice.

          (2) If Dow Jones shall materially breach a term in Sections 5(b),
6(g), 9(a) or 9(b) three (3) or more times, regardless of whether each breach of
such provision was cured within the time period specified in this Agreement,
then Futurestep or KF may deliver written notice to the parties terminating this
Agreement, in which event this Agreement, and the license and rights granted
hereunder, shall terminate on the date specified in such second notice.

     (c)  Change in Control. If there is a direct or indirect change in the 
          -----------------
effective control of Futurestep or KF, or if Futurestep or KF merges into or is
acquired by any person (other than a merger of Futurestep into or with KF), or
if Futurestep or KF sells or transfers the Futurestep Business or all or
substantially all of the assets of the Futurestep Business (other than a sale by
Futurestep to KF) (each, a "Futurestep Change in Control"), then Futurestep or
KF (as the case may be) shall give prompt written notice thereof to Dow Jones,
and Dow Jones at its option may, within thirty (30) days after receipt of such
written notice, terminate this Agreement, and the licenses and rights hereunder,
immediately, by delivering written notice to Futurestep

                                      23

<PAGE>
 
and KF. Notwithstanding anything contained herein to the contrary: (1) the
consummation of an initial public offering of its debt or equity securities by
Futurestep or KF or the issuance from time to time thereafter of debt or equity
securities pursuant to an effective registration statement filed with the
Securities and Exchange Commission shall not be deemed a Futurestep Change in
Control within the meaning of this Section 15(c), regardless of the number or
identity of the purchasers of such securities or the concentration of the debt
and equity securities of Futurestep or KF thereafter; and (2) the issuance of
equity and/or debt securities by Futurestep and/or KF in transactions not
involving public offerings or distributions shall not constitute a Futurestep
Change of Control within the meaning of this Section 15(c) so long as such
issuances do not result in a change in the effective control of Futurestep or
KF.

     (d)  Insolvency. In the event that any party shall be adjudged insolvent or
          ----------
bankrupt, or upon the institution of any proceedings by it seeking relief, 
reorganization or arrangement under any laws relating to insolvency, or if an 
involuntary petition in bankruptcy is filed against such party and said petition
is not discharged within thirty (30) days after such filing, or upon any 
assignment for the benefit of its creditors, or upon the appointment of a 
receiver, liquidator or trustee of any of its assets, or upon the liquidation, 
dissolution or winding up of its business (an "Event of Bankruptcy"), then the 
party affected by any such Event of Bankruptcy shall immediately give notice 
thereof to the other parties, and either of the other parties at its option may 
terminate this Agreement, and the licenses and rights granted hereunder, upon 
written notice.

     (e)  The Wall Street Journal. Any party to this Agreement may terminate the
          -----------------------
Agreement, and the licenses and rights granted hereunder, by delivering written
notice of termination to all other parties to the Agreement, if Dow Jones ceases
publication of the print edition of The Wall Street Journal for general
circulation within the United States, or if Dow Jones ceases to own fifty
percent (50%) or greater interest in The Wall Street Journal. Nothing in this
Agreement is intended to, or shall be interpreted or construed to, restrict Dow
Jones's ability to cease publication of, or alter the format, content,
circulation or distribution of, any of its publications, products or services.

     (f)  Termination of the Futurestep Business Within One Year After Effective
          ----------------------------------------------------------------------
Date.  Any party to this Agreement may terminate the Agreement, and the licenses
- ----
and rights granted hereunder, by delivering written notice of termination to all
other parties to the Agreement, if, at any time prior to the end of the first
year of the Initial Term: (1) there has been no "National Launch" (as defined
below) of the Futurestep Business; (2) Futurestep substantially ceases operation
of the Futurestep Business; or (3) Futurestep ceases providing services
substantially similar to the services set forth on Exhibit A.

For purposes of this Section 15(f), a "National Launch" of the Futurestep 
Business shall have occurred when Futurestep or KF have placed a Business Ad for
the Futurestep Business, on one or more occasions, in three (3) or more U.S. 
editions of the print WSJ; provided, however, that a Business Ad for the 
                           --------  -------
Futurestep Business shall not include an ad announcing the association of 
Futurestep and Dow Jones and careers.wsj.com.

                                      24

<PAGE>
 
     (g)  Termination After End of First Year but During First Three Years. 
          ----------------------------------------------------------------
Futurestep may terminate this Agreement, and the licenses and rights granted 
hereunder, for any or no reason, by delivering written notice of termination to 
all other parties to the Agreement, at any time after the end of the first year
of the Initial Term, but prior to the end of the third year of the Initial Term.
    
     (h)  Effect of Termination on Payment Obligations.
          --------------------------------------------

          (1)  Failure to Launch Nationally Within First Year. Upon the 
               ----------------------------------------------
termination of this Agreement pursuant to Section 15(f), Futurestep and KF
shall, jointly and severally, and in addition to complying with the terms in
Section 15(i), pay Dow Jones the remainder of the First Year Minimum Payment,
plus the remainder of the Monthly Tile Position Ad Fees that otherwise would
have been due to Dow Jones had the Agreement continued until the end of the
first year of the Initial Term (together, the "First Year Termination Payment").
Futurestep and KF shall jointly and severally pay the First Year Termination
Payment within thirty (30) days after the termination of this Agreement pursuant
to Section 15(f). Receipt of the First Year Termination Payment shall be Dow
Jones's sole and exclusive remedy for any claim related to the termination of
this Agreement pursuant to Section 15(f). During the twelve (12) month period
after Dow Jones receives the First Year Termination Payment, KF shall be
entitled to place Business Ads for KF in the WSJ and NBEW at the rates set forth
in Exhibit B and in careers.wsj.com at the rates set forth in Section 5(c), and
apply the First Year Termination Payment to such costs, provided that the amount
spent for ads in careers.wsj.com does not exceed approximately 10% of the First
Year Termination Payment.

          (2)  Termination During Second or Third Year. Upon the termination of
               ---------------------------------------
this Agreement pursuant to Section 15(g), Futurestep and KF shall, jointly and 
severally, and in addition to complying with the terms in Section 15(i), pay Dow
Jones:

               (a)  the remainder of the Annual Minimum Payment, plus the
remainder of the Monthly Tile Position Ad Fees, that otherwise would have been
due to Dow Jones for the balance of the twelve-month period in which such
termination occurred had the Agreement not been terminated pursuant to Section
15(g), plus an additional * (the "Remainder Payment"); and

               (b)  a cash payment of * (the "Exit Payment").

Futurestep and KF shall jointly and severally pay the Remainder Payment and the
Exit Payment within thirty (30) days after the termination of this Agreement
pursuant to Section 15(g). If the Agreement is terminated pursuant to Section
15(g), receipt of the Remainder Payment and Exit Payment shall be Dow Jones's
sole and exclusive remedy for any claim related to the termination of this
Agreement pursuant to Section 15(g). If the Agreement is terminated pursuant to
Section 15(g), during the twelve (12) month period after Dow Jones receives the
Remainder Payment and the Exit Payment, KF shall be entitled to place Business
Ads for KF in the WSJ, NBEW and careers.wsj.com, at the then-applicable rate
card rates, and apply the     

* Confidential portions omitted and filed separately with the Commission

                                      25

<PAGE>
 
    
Remainder Payment (but not the Exit Payment) to such costs, provided that the 
amount spent for ads in careers.wjs.com does not exceed approximately 10% of the
Remainder Payment.

          (3)  Other Termination Reasons During First Three Years. If Dow Jones 
               --------------------------------------------------
terminates this Agreement prior to three (3) years after the Effective Date, 
pursuant to Section 15(a)(1), 15(b)(1), 15(c), or 15(d), Futurestep and KF 
shall, jointly and severally, and in addition to complying with the terms in 
Section 15(i), pay Dow Jones:

               (a)  the remainder of the Annual Minimum Payment, plus the 
remainder of the Monthly Tile Position Ad Fees, that otherwise would have been 
due to Dow Jones for the balance of the twelve-month period in which such 
termination occurred had the Agreement not been terminated pursuant to 
Section 15(a)(1), 15(b)(1), 15(c), or 15(d), plus an additional * (the
"Remainder Payment"); and

               (b)  the Exit Payment.

Futurestep and KF shall jointly and severally pay the Remainder Payment and the 
Exit Payment within thirty (30) days after the termination of this Agreement 
pursuant to Section 15(a)(1), 15(b)(1), 15(c), or 15(d). Dow Jones shall be 
entitled to receive payment of the Remainder Payment and the Exit Payment in 
addition to its other rights and remedies, at law or in equity, in connection 
with a termination of this Agreement pursuant to Section 15(a)(1), 15(b)(1), 
15(c), or 15(d). If the Agreement is terminated pursuant to Section 15(a)(1), 
15(b)(1), 15(c), or 15(d), during the twelve (12) month period after Dow Jones 
receives the Remainder Payment and the Exit Payment, KF shall be entitled to 
place Business Ads for KF in the WSJ, NBEW and careers.wsj.com, at the 
then-applicable rate card rates, and apply the Remainder Payment (but not the 
Exit Payment) to such costs, provided that the amount spent for ads in 
careers.wsj.com does not exceed approximately 10% of the Remainder Payment.

The Exit Payment shall be applied as a credit against any court judgment, 
arbitration award, or similar monetary award obtained by Dow Jones in connection
with a termination of this Agreement by Dow Jones pursuant to Section 15(a)(1), 
15(b)(1), 15(c), or 15(d).

          (4)  Termination During a Renewal Term. If Dow Jones terminates this
               ---------------------------------
Agreement during a Renewal Term, pursuant to Section 15(a)(1), 15(b)(1), 15(c), 
or 15(d), Futurestep and KF shall, jointly and severally, and in addition to 
complying with the terms in Section 15(i), pay Dow Jones the remainder of the 
Annual Minimum Payment, plus the remainder of the Monthly Tile Position Ad Fees,
that otherwise would have been due to Dow Jones for the balance of the 
twelve-month period in which such termination occurred had the Agreement not 
been terminated pursuant to Section 15(a)(1), 15(b)(1), 15(c), or 15(d) (the 
"Remainder Payment").

Neither Futurestep nor KF would owe Dow Jones an Exit Payment. Futurestep and KF
shall jointly and severally pay the Remainder Payment within thirty (30) days 
after the termination of this Agreement pursuant to Section 15(a)(1), 15(b)(1),
15(c), or 15(d). Dow Jones shall be entitled to receive payment of the Remainder
Payment in addition to its other rights and     

* Confidential portions omitted and filed separately with the Commission

                                      26

<PAGE>
 
    
remedies, at law or in equity, in connection with a termination of this 
Agreement pursuant to Section 15(a)(1), 15(b)(1), 15(c), or 15(d). If the 
Agreement is terminated pursuant to Section 15(a)(1), 15(b)(1), 15(c), or 15(d),
during the twelve (12) month period after Dow Jones receives the Remainder 
Payment, KF shall be entitled to place Business Ads for KF in the WSJ, NBEW and 
careers.wsj.com, at the then-applicable rate card rates, and apply the Remainder
Payment to such costs, provided that the amount spent for ads in careers.wsj.com
does not exceed approximately 10% of the Remainder Payment.     

     (i)  Effect of Termination on Other Obligations. Upon the expiration or 
          ------------------------------------------
termination of this Agreement for any reason, the license and rights regarding 
the Dow Jones Marks shall terminate immediately, and Futurestep shall
immediately stop all use of the Dow Jones Marks. Notwithstanding the foregoing
sentence, Futurestep may continue to use the Dow Jones Marks solely in
connection with Materials that cannot be cancelled or altered because of
printing or production deadlines (e.g., ads already scheduled to run in the WSJ
or NBEW). In addition, upon expiration or termination of this Agreement for any
reason, each party, at its expense, shall either destroy or return to the other
party within (5) days all copies of another party's Confidential Information.

     (j)  Nonsolicitation. During the term of this Agreement and for one year 
          ---------------
after the expiration or termination of this Agreement for any reason:

          (1)  Without Futurestep's or KF's (as the case may be) prior consent, 
Dow Jones will not solicit for employment or employ any Futurestep or KF
employee who Dow Jones knew or should have known worked in a material capacity
with the performance of Futurestep's or KF's obligations pursuant to this
Agreement; and

          (2)  Without Dow Jones's prior consent, neither Futurestep nor KF 
will solicit for employment or employ any Dow Jones employee who Futurestep of 
KF (as the case may be) knew or should have known worked in a material capacity 
in connection with the performance of Dow Jones's obligations pursuant to this 
Agreement.

For purposes of this Section of the Agreement, "worked in a material capacity" 
shall not include secretaries and other administrative personnel, attorneys, and
accountants, among other individuals, but shall include advertising sales
personnel and executives, among other individuals. For purposes of this Section
of the Agreement, placing advertisements soliciting employees, which ads are not
targeted specifically to the employees of another party hereto, shall not
constitute solicitation for employment. As a party's sole and exclusive remedy
for any breach of any term of this Section of the Agreement, the nonbreaching
party shall be entitled to receive a payment from the breaching party equal to
*. The parties agree that the sole and exclusive remedy and amount of damages
set forth in the preceding sentence is reasonable in light of the anticipated or
actual harm cause by the breach, the difficulties of proof of loss, and the
inconvenience or nonfeasibility of otherwise obtaining an adequate remedy.

* Confidential portions omitted and filed separately with the Commission

                                      27

<PAGE>
 
16.  MISCELLANEOUS TERMS.
     -------------------

     (a)  Business Responsibilities. Except as specifically set forth otherwise 
          -------------------------
in this Agreement, Futurestep shall be responsible for all aspects of the 
Futurestep Business, including, without limitation: operation of the Futurestep 
Business; accounts payable and accounts receivable; taxes; employment issues for
individuals performing work for the Futurestep Business; and insuring the 
Futurestep Business.

     (b)  Severability. If any term or other provision of this Agreement is held
          ------------
to be invalid, illegal or incapable of being enforced by any rule of law or 
public policy, all other terms and provisions of this Agreement shall 
nevertheless remain in full force and effect. Upon a determination that any term
or other provision is invalid, illegal or incapable of being enforced, the 
parties hereto shall negotiate in good faith to modify this Agreement so as to 
effect the original intent of the parties as closely as possible in a mutually 
acceptable manner in order that the transactions contemplated hereby be 
consummated as originally contemplated to the fullest extent possible.

     (c)  Assignment; Amendment. Except for a transfer or assignment of this 
          ---------------------
Agreement in connection with a merger of Futurestep into or with KF, an 
acquisition by KF of Futurestep, the Futurestep Business or all or substantially
all of the assets of Futurestep, neither this Agreement, the license granted 
herein, nor any of the rights or obligations hereunder, shall be assigned or 
transferred, whether by operation of law or otherwise, without the prior written
consent of all other parties hereto. Any purported assignment or transfer in 
violation of the first sentence of this Section 16(c) shall be void. This 
Agreement and all of its rights and obligations shall be binding upon and inure 
to the benefit of the parties hereto and their respective successors and 
permitted assigns. This Agreement may be amended only by a written instrument 
executed by the party or parties to be bound thereby.

     (d)  Specific Performance. The parties hereto acknowledge and agree that 
          --------------------
irreparable damage would occur in the event any provision of this Agreement was
not performed in accordance with the terms hereof and that the parties shall be
entitled to specific performance of the terms hereof, and other equitable
relief, in addition to any other remedy at law or in equity, except for those
terms where a sole and exclusive remedy is expressly set forth herein.

     (e)  Notices. All notices, consents, approvals, requests, claims, demands 
          -------
and other communications hereunder (collectively, "Notices") shall be in writing
and shall be given (and shall be deemed to have been duly given upon receipt) 
by delivery in person, by telecopy, by reliable overnight courier service, or 
by registered or certified mail (postage prepaid, return receipt requested) to 
the respective Relationship Manager(s) at the addresses on the signature page of
this Agreement (or at such other address for a party as shall be specified in a 
Notice given in accordance with this Section).

     (f)  Governing Law. This Agreement, the license, and all rights and 
          -------------
obligations hereunder, shall be governed by, and construed in accordance with, 
the laws of the State of New York applicable to contracts executed in and to be 
performed wholly in New York, without

                                      28


<PAGE>
 
regard to any principles of conflict of law. It is the intent of the parties 
that the substantive law of the State of New York govern this Agreement.

     (g)  Counterparts. This Agreement may be executed and delivered (including 
          ------------
by facsimile transmission) in one or more counterparts, and by the different 
parties hereto in separate counterparts, each of which when executed and 
delivered shall be deemed to be an original but all of which when taken together
shall constitute one and the same agreement.

     (h)  Survival. (1) The terms in the following Sections of this Agreement 
          --------
shall survive its expiration or termination for any reason: Sections 3(f), 7(c),
8(c), 8(d), 9(a), 9(f), 10(b), 10(c), 11(d), 15(h), 15(i), 15(j), and all of 
Sections 1, 12, 13, and 16. (2) All causes of action for breach of the terms in 
the following Sections of this Agreement shall survive its expiration or 
termination for any reason for the applicable statute of limitations: Sections 
3(f), 7(c), 8(c), 8(d), 9(a), 9(f), 10(b), 10(c), 11(d), 15(h), 15(i), 15(j), 
and all of Sections 1, 12, 13, and 16.

     (i)  Waiver. Failure or delay by any party to enforce compliance with any 
          ------
term or condition of this Agreement shall not constitute a waiver of such term 
or condition. All waivers hereunder must be in writing and executed by an 
authorized representative on behalf of the party against whom such waiver is 
asserted. A waiver of a breach or a term under this Agreement shall not be 
deemed a waiver or any other or subsequent breach, or a waiver of any other 
term.

     (j)  Headings. Section headings are for the convenience of the parties and 
          --------
shall not affect the meaning, construction or interpretation of the text of this
Agreement.

     (k)  Relationship Managers. Each party shall designate one individual as 
          ---------------------
that party's Relationship Manager, with the authority to make decisions and 
legally bind such party regarding the matters set forth in this Agreement. The 
Relationship Managers shall be the first and principal contact for each party 
for matters arising in connection with this Agreement, unless a Relationship 
Manager has designated another individual at its employer to serve as the first 
and principal contact for a particular matter (e.g., one individual for issues 
regarding print WSJ ads, and a different individual for issues regarding 
careers.wsj.com ads).

     (l)  Costs and Expenses. If any party brings an action against another 
          ------------------
party to enforce rights under this Agreement, the prevailing party shall be 
entitled to recover its reasonable costs and expenses incurred in connection 
with such action and all appeals of such action, including, without limitation, 
reasonable attorneys' fees and costs.

     (m)  Text References to Material Breaches. A statement in this Agreement 
          ------------------------------------
that a breach of a particular term shall be deemed a material breach of this 
Agreement does not mean or imply that a breach of any other particular term does
not constitute a material breach of this Agreement.

     (n)  KF Selection. Unless expressly set forth otherwise in this Agreement, 
          ------------
references to "KF" include, without limitation, its KF Selection division or 
business.

                                      29

<PAGE>
 
     (o)  Mutual Amendment of Business Definitions. The parties anticipate that,
          ----------------------------------------
during the Term, the categories of business conducted by the Futurestep 
Business, KF Business, careers.wsj.com web site Business, and Dow Jones Business
will change. In part to enable parties to determine what activities might 
compete with another party's business in ways restricted by this Agreement, each
party will need to inform the other parties regarding bona fide changes to their
respective businesses. Therefore, upon the occurrence of a bona fide change to 
the actual operation of the Futurestep Business, KF Business, careers.wsj.com 
web site Business, or the Dow Jones Business, the applicable party to this 
Agreement owning such business may propose an amendment to the applicable 
respective definition of such business, and such proposed amendment shall be 
adopted if mutually agreed upon by the other parties to this Agreement, which 
agreement shall not be unreasonably withheld or delayed.

     (p)  Integration. This Agreement (including, without limitation, the 
          -----------
Exhibits attached hereto, which are expressly incorporated into this Agreement 
by this reference) is the final and entire agreement of the parties on the 
subject matter herein, and supersedes all previous oral and written 
understandings, negotiations, letters, writings, and agreements on the subject 
matter herein.

                                      30

<PAGE>
 
     IN WITNESS WHEREOF, Dow Jones, Futurestep, and KF have caused each of its
respective authorized representatives to execute this Agreement, as of the
Effective Date.

DOW JONES                              FUTURESTEP
DOW JONES & COMPANY, INC.              KORN/FERRY INTERNATIONAL FUTURESTEP, INC.


By: /s/ Michael J. Wilson              By: /s/ Man Jit Singh
   --------------------------              -------------------------
Print Name: Michael J. Wilson          Print Name: Man Jit Singh
Title: Director of The Wall Street     Title: President & CEO
       Journal Classified Advertising   

                                       KF
                                       KORN/FERRY INTERNATIONAL 
                                       

                                       By: /s/ Peter L. Dunn
                                          -------------------------
                                       Print Name: Peter L. Dunn
                                       Title: Vice Chairman

Initial Addresses for Notices:
DOW JONES & COMPANY, INC.              KORN/FERRY INTERNATIONAL FUTURESTEP, INC.

Mr. Michael Wilson                     Korn/Ferry International Futurestep Inc.
Director of Wall Street Journal        13743 Ventura Blvd., Suite 350
Classified Advertising                 Sherman Oaks, CA 91423
Dow Jones & Company, Inc.              Attn.: Mr. Man Jit Singh, President
1155 Avenue of the Americas            Phone: 818-380-2993
New York, NY 10036                     Fax: 818-981-9956
Phone: 212-597-5619
Fax: 212-597-5866

With a copy to:                        KORN/FERRY INTERNATIONAL
Robert F. Firestone, Esq.              1800 Century Park East, Suite 900
Dow Jones & Company, Inc.              Los Angeles, CA 90067
U.S. Highway One at Ridge Road         Attn.: Mr. Peter Dunn, Vice Chairman
Princeton, NJ 08852                    Phone: 310-843-4101
Phone: 609-520-4094                    Fax: 310-553-8640
Fax: 609-520-4021   
                                       With a copy to:
                                       Michael C. Cohen, Esq.
                                       Morrison & Foerster LLP
                                       555 West Fifth Street, Suite 3500
                                       Los Angeles, CA 90013
                                       Phone: 213-892-5404
                                       Fax: 213-892-5454

                                      31




<PAGE>
 
                                                                   EXHIBIT 23.1
 
                   CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
 
  As independent public accountants, we hereby consent to the use of our
reports (and to all references to our Firm) included in or made a part of this
registration statement.
 
                                          /s/ Arthur Andersen LLP
 
Los Angeles, California
   
February 2, 1999     





<TABLE> <S> <C>


<PAGE>
 
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM KORN/FERRY
INTERNATIONAL AND SUBSIDIARIES AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                             <C>                     <C>
<PERIOD-TYPE>                   YEAR                   OTHER
<FISCAL-YEAR-END>                          APR-30-1998             APR-30-1999
<PERIOD-START>                             MAY-01-1997             MAY-01-1998
<PERIOD-END>                               APR-30-1998             OCT-31-1998
<CASH>                                          32,358                  23,277
<SECURITIES>                                         0                       0
<RECEIVABLES>                                   63,144                  75,174 
<ALLOWANCES>                                   (5,390)                 (7,307)
<INVENTORY>                                          0                       0
<CURRENT-ASSETS>                                99,878                 101,216
<PP&E>                                          38,680                  43,858
<DEPRECIATION>                                (17,583)                 (21,853)
<TOTAL-ASSETS>                                 176,371                 187,439
<CURRENT-LIABILITIES>                           73,305                  76,659
<BONDS>                                              0                       0
<PREFERRED-MANDATORY>                            1,416                   1,452
<PREFERRED>                                          0                       0
<COMMON>                                         2,593                   2,656
<OTHER-SE>                                      54,745                  61,733
<TOTAL-LIABILITY-AND-EQUITY>                   176,371                 187,439
<SALES>                                              0                       0
<TOTAL-REVENUES>                               315,025                 183,762
<CGS>                                                0                       0
<TOTAL-COSTS>                                  282,365                 168,341
<OTHER-EXPENSES>                                     0                       0
<LOSS-PROVISION>                                     0                       0
<INTEREST-EXPENSE>                               4,234                   2,582
<INCOME-PRETAX>                                 13,956                   4,766
<INCOME-TAX>                                     6,687                   2,069
<INCOME-CONTINUING>                              5,244                   1,373
<DISCONTINUED>                                       0                       0
<EXTRAORDINARY>                                      0                       0
<CHANGES>                                            0                       0
<NET-INCOME>                                     5,244                   1,373
<EPS-PRIMARY>                                      .24                     .05
<EPS-DILUTED>                                      .23                     .05
        

</TABLE>