Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

FORM 8-K

CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 14, 2002

CDI Corp.

(Exact name of registrant as specified in its charter)

Pennsylvania

(State or other jurisdiction of incorporation)

1-5519

(Commission File Number)

23-2394430

(IRS Employer Identification No.)

1717 Arch Street, 35th Floor, Philadelphia, PA 19103-2768

(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code:

(215) 569-2200

Item 7. Financial Statements and Exhibits.

99.1 - Statement Under Oath of Roger H. Ballou, Chief Executive Officer of CDI Corp., pursuant to Order No. 4-460 of the Securities and Exchange Commission.

99.2 - Statement Under Oath of Gregory L. Cowan, Chief Financial Officer of CDI Corp., pursuant to Order No. 4-460 of the Securities and Exchange Commission.

99.3 - Statement of Roger H. Ballou, Chief Executive Officer of CDI Corp., and Gregory L. Cowan, Chief Financial Officer of CDI Corp., pursuant to U.S.C.
Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 that accompanied the Company's Form 10-Q for the quarter ended June 30, 2002.

Item 9. Regulation FD Disclosure.

On August 14, 2002, Roger H. Ballou, Chief Executive Officer of CDI Corp. (sometimes referred to in this Report as "the Company"), and Gregory L. Cowan, Chief Financial Officer of the Company, each filed with the Securities and Exchange Commission a statement under oath, as required by the Securities and Exchange Commission's "Order Requiring the Filing of Sworn Statements Pursuant to Section 21(a)(1) of the Securities Exchange Act of 1934" (File No. 4-460, June 27, 2002). A copy of each of these statements is attached hereto as Exhibits 99.1 and 99.2.

CDI Corp. is also furnishing, as Exhibit 99.3 hereto, the text of the statement signed by the Company's Chief Executive Officer and its Chief Financial Officer pursuant to U.S.C. Section 1350, as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002 that accompanied the Company's Form 10-Q for the quarter ended June 30, 2002.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CDI CORP. (Registrant)


By: /s/ Joseph R. Seiders
    ---------------------
    Joseph R. Seiders
    Senior Vice President and Secretary

Date: August 14, 2002

EXHIBIT INDEX

Exhibit Number    Description

99.1              Statement Under Oath of Roger H. Ballou, Chief Executive
                  Officer of CDI Corp., pursuant to Order No. 4-460 of the
                  Securities and Exchange Commission.

99.2              Statement Under Oath of Gregory L. Cowan, Chief Financial
                  Officer of CDI Corp., pursuant to Order No. 4-460 of the
                  Securities and Exchange Commission.

99.3              Statement of Roger H. Ballou, Chief Executive Officer of CDI
                  Corp., and Gregory L. Cowan, Chief Financial Officer of CDI
                  Corp., pursuant to U.S.C. Section 1350, as Adopted Pursuant
                  to Section 906 of the Sarbanes-Oxley Act of 2002 that
                  accompanied the Company's Form 10-Q for the quarter ended
                  June 30, 2002.

Exhibit 99.1

STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE OFFICER REGARDING FACTS AND CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS

I, Roger H. Ballou, President and Chief Executive Officer of CDI Corp., state and attest that:

(1) To the best of my knowledge, based upon a review of the covered reports of CDI Corp., and, except as corrected or supplemented in a subsequent covered report:

o no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and

o no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed).

(2) I have reviewed the contents of this statement with the Company's audit committee.

(3) In this statement under oath, each of the following, if filed on or before the date of this statement, is a "covered report":

o CDI Corp.'s 2001 Annual Report on Form 10-K filed with the Commission;

o all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of CDI Corp. filed with the Commission subsequent to the filing of the Form 10-K identified above; and

o any amendments to any of the foregoing.

Subscribed and sworn to


         /s/ Roger H. Ballou                          before me this 14th day of
------------------------------------                  August 2002.
   Roger H. Ballou

August 14, 2002                                      /s/ Pamela E. Blalock
                                                     Notary Public
                                                     My Commission Expires:
                                                     November 25, 2005

Exhibit 99.2

STATEMENT UNDER OATH OF PRINCIPAL FINANCIAL OFFICER REGARDING FACTS AND CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS

I, Gregory L. Cowan, Executive Vice President and Chief Financial Officer of CDI Corp., state and attest that:

(1) To the best of my knowledge, based upon a review of the covered reports of CDI Corp., and, except as corrected or supplemented in a subsequent covered report:

(2) I have reviewed the contents of this statement with the Company's audit committee.

(3) In this statement under oath, each of the following, if filed on or before the date of this statement, is a "covered report":

o CDI Corp.'s 2001 Annual Report on Form 10-K filed with the Commission;

o all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of CDI Corp. filed with the Commission subsequent to the filing of the Form 10-K identified above; and

o any amendments to any of the foregoing.

Subscribed and sworn to


         /s/ Gregory L. Cowan                          before me this 14th day
--------------------------------------------           of August 2002.
   Gregory L. Cowan

August 14, 2002                                        /s/ Pamela E. Blalock
                                                       Notary Public
                                                       My Commission Expires:
                                                       November 25, 2005

Exhibit 99.3

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of CDI Corp. (the "Company") on Form 10-Q for the period ending June 30, 2002 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned Chief Executive Officer and Chief Financial Officer of the Company hereby certify, pursuant to 18 U.S.C. ss.1350, as adopted pursuant to ss.906 of the Sarbanes-Oxley Act of 2002 that: 1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and 2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the periods covered in the Report.


       /s/ Roger H. Ballou
----------------------------------------
Roger H. Ballou, Chief Executive Officer



        /s/ Gregory L. Cowan
-----------------------------------------
Gregory L. Cowan, Chief Financial Officer

Dated: August 14, 2002