<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
for the Fiscal Year Ended December 31, 1997
A. Full title of the plan and the address of the plan:
Paymentech Retirement Savings Plan
1601 Elm Street
8th Floor
Dallas, Texas 75201
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
Paymentech, Inc.
1601 Elm Street
8th Floor
Dallas, Texas 75201
<PAGE>
PAYMENTECH RETIREMENT
SAVINGS PLAN
- --------------------------------------------------------------------------------
Audited Financial Statements and
Supplemental Schedules for the Year
ended December 31, 1997 and the Six-Month
Period ended December 31, 1996
with Report of Independent Auditors
<PAGE>
PAYMENTECH RETIREMENT SAVINGS PLAN
Audited Financial Statements
and Supplemental Schedules
Year Ended December 31, 1997
and Six-Month Period Ended December 31, 1996
CONTENTS
Report of Independent Auditors............................................... 1
Financial Statements:
- ---------------------
Statement of Net Assets Available for Benefits - December 31, 1997 and 1996.. 2
Statement of Changes in Net Assets Available for Benefits -
Year Ended December 31, 1997 and Six-Month Period Ended
December 31, 1996......................................................... 3
Notes to Financial Statements................................................ 5
Supplemental Schedules:
- -----------------------
Line 27a - Schedule of Assets Held for Investment Purposes.................. 9
Line 27d - Schedule of Reportable Transactions.............................. 10
<PAGE>
REPORT OF INDEPENDENT AUDITORS
Employee Benefits Committee
Paymentech Retirement Savings Plan
We have audited the accompanying statements of net assets available for benefits
of the Paymentech Retirement Savings Plan (the "Plan"), as of December 31, 1997
and 1996, and the related statements of changes in net assets available for
benefits for the year ended December 31, 1997 and for the six-month period ended
December 31, 1996. These financial statements are the responsibility of the
Plan'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 net assets available for benefits of the Plan at
December 31, 1997 and 1996, and the changes in its net assets available for
benefits for the year ended December 31, 1997 and the six-month period ended
December 31, 1996, in conformity with generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying supplemental schedules of assets
held for investment purposes as of December 31, 1997, and reportable
transactions for the year then ended are presented for the purposes of complying
with the Department of Labor's Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of 1974, and are
not a required part of the financial statements. The Fund Information in the
statements of changes in net assets available for benefits is presented for
purposes of additional analysis rather than to present the changes in net assets
available for benefits of each fund. The supplemental schedules and Fund
Information have been subjected to the auditing procedures applied in our audit
of the financial statements and, in our opinion, are fairly stated in all
material respects in relation to the financial statements taken as a whole.
/s/ ERNST & YOUNG LLP
Dallas, Texas
June 15, 1998
<PAGE>
Paymentech Retirement Savings Plan
Statements of Net Assets Available for Benefits
December 31, 1997
<TABLE>
<CAPTION>
December 31, December 31,
Assets 1997 1996
------------ -------------
<S> <C> <C>
Investments, at fair value
Merrill Lynch Mutual Funds
Capital Fund Class A $ 1,499,716 $ 784,709
Basic Value Fund Class A 3,408,754 1,442,876
Corporate Bond Fund Intermediate Term 809,070 353,391
Managers International Equity Fund 700,626 507,119
Merrill Lynch Retirement Preservation Trust 644,660 452,286
BANC ONE CORPORATION Common Stock 81,764 -
First USA, Inc. Common Stock - 41,587
First USA Paymentech, Inc. Common Stock 4,473 92,365
Paymentech, Inc. Common Stock 102,001 -
Cash Fund 21,709 7,044
Participant Loan Fund 177,184 132,743
Pending Settlement Fund 10,395 -
--------------- ----------------
Total investments 7,460,352 3,814,120
--------------- ----------------
Contributions receivable from Paymentech Management
Resources, Inc. 14,199 12,452
Employee contributions receivable 59,016 53,597
Interest receivable 1,128 452
--------------- ----------------
Net Assets Available for Benefits $ 7,534,695 $ 3,880,621
=============== ================
</TABLE>
2
<PAGE>
PAYMENTECH RETIREMENT SAVINGS PLAN
Statement of Changes in Net Assets Available for Benefits, with Fund Information
Year Ended December 31, 1997
<TABLE>
<CAPTION>
Fund Information
----------------------------------------------------------------------------
Merrill Lynch Mutual Funds
-------------------------------------------- Merrill
Corporate Lynch
Capital Basic Value Bond Fund Managers Retirement
Fund Fund Intermediate International Preservation
Class A Class A Term Equity Fund Trust
----------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
ADDITIONS
Transfer to the Plan (Note B) $ 79,713 $ 735,566 $ 432,262 $ - $ 16,110
Contributions:
Employer 76,639 141,146 30,075 45,433 38,412
Employee 459,751 759,672 138,575 234,484 184,068
Investment income 118,849 262,460 48,770 1,243 35,153
Net appreciation (depreciation)
in fair value of investments 109,247 417,315 7,837 28,078 -
Transfer from Affiliated Plan
(Note B) 33,140 125,140 23,553 48,833 6,153
Transfers between funds (35,821) (50,273) (78,723) 18,974 35,097
DEDUCTIONS
Benefits paid directly to
participants (126,511) (425,148) (146,765) (183,538) (106,298)
Administrative Fees (533) (1,225) (383) (298) (1,497)
Other Deductions 533 1,225 478 298 (14,824)
----------------------------------------------------------------------------
Net increase in net assets
available for benefits 715,007 1,965,878 455,679 193,507 192,374
Net assets available for benefits
at beginning of period 784,709 1,442,876 353,391 507,119 452,286
----------------------------------------------------------------------------
Net assets available for benefits
at end of period $ 1,499,716 $ 3,408,754 $ 809,070 $ 700,626 $ 644,660
============================================================================
</TABLE>
<TABLE>
<CAPTION>
Fund Information
----------------------------------------------------------------------------
BANC ONE First First USA Paymentech,
CORPORATION USA, Inc. Paymentech, Inc.
Common Common Inc. Common Common Cash
Stock Stock Stock Stock Fund
----------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
ADDITIONS
Transfer to the Plan (Note B) $ - $ - $ - $ - $ -
Contributions:
Employer 6,290 6,061 10,258 1,927 (19)
Employee 25,577 29,842 42,024 7,669 3,490
Investment income 724 165 287 50 1,025
Net appreciation (depreciation)
in fair value of investments 23,428 19,158 1,514 (114,165) -
Transfer from Affiliated Plan
(Note B) (26) - 104 - -
Transfers between funds (23,826) (19,547) 108,711 (10,566) -
DEDUCTIONS
Benefits paid directly to
participants (17,565) (10,508) (5,385) (28,335) 6,056
Administrative Fees (6) (7) (6) - -
Other Deductions 67,168 (66,751) (245,399) 245,421 4,113
----------------------------------------------------------------------------
Net increase in net assets
available for benefits 81,764 (41,587) (87,892) 102,001 14,665
Net assets available for benefits
at beginning of period - 41,587 92,365 - 7,044
----------------------------------------------------------------------------
Net assets available for benefits
at end of period $ 81,764 $ - $ 4,473 $102,001 $ 21,709
============================================================================
</TABLE>
<TABLE>
<CAPTION>
Fund Information
----------------------------------------------------------------------------
Participant Conversion Pending
Loan Loan Settlement
Fund Fund Fund Other Total
----------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
ADDITIONS
Transfer to the Plan (Note B) $ - $ 21,188 $ - $ - $ 1,284,839
Contributions:
Employer - - - 1,747 357,969
Employee - - - 5,419 1,890,571
Investment income - - - 676 469,402
Net appreciation (depreciation)
in fair value of investments - - - - 492,412
Transfer from Affiliated Plan
(Note B) 6,168 - - - 243,065
Transfers between funds 66,767 (21,188) 10,395 - -
DEDUCTIONS
Benefits paid directly to
participants (28,494) - - - (1,072,491)
Administrative Fees - - - - (3,955)
Other Deductions - - - - (7,738)
----------------------------------------------------------------------------
Net increase in net assets
available for benefits 44,441 - 10,395 7,842 3,654,074
Net assets available for benefits
at beginning of period 132,743 - - 66,501 3,880,621
----------------------------------------------------------------------------
Net assets available for benefits
at end of period $ 177,184 $ - $ 10,395 $ 74,343 $ 7,534,695
============================================================================
</TABLE>
3
<PAGE>
PAYMENTECH RETIREMENT SAVINGS PLAN
Statement of Changes in Net Assets Available for Benefits, with Fund Information
Six-Month Period Ended December 31, 1996
<TABLE>
<CAPTION>
Fund Information
--------------------------------------------------------------------------------------
Merrill Lynch Mutual Funds
------------------------------------------- Merrill
Corporate Lynch First
Capital Basic Value Bond Fund Managers Retirement USA, Inc.
Fund Fund Intermediate International Preservation Common
Class A Class A Term Equity Fund Trust Stock
--------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
ADDITIONS
Transfer to the Plan (Note B) $ 584,937 $ 1,125,831 $ 279,817 $ 444,934 $ 329,552 $ -
Contributions:
Employer 29,959 56,938 13,822 19,871 17,514 401
Employee 209,394 337,438 102,385 132,661 111,481 2,717
Investment income 35,112 94,511 12,612 15,681 13,461 42
Net appreciation (depreciation)
in fair value of investments 29,935 36,543 2,088 9,600 76 5,575
Transfers between funds (9,104) (49,354) (12,804) (83,921) 472 32,852
DEDUCTIONS
Benefits paid directly to
participants (95,524) (159,031) (44,529) (31,707) (20,270) -
----------------------------------------------------------------------------------
Net increase in net assets
available for benefits 784,709 1,442,876 353,391 507,119 452,286 41,587
Net assets available for benefits
at beginning of period - - - - - -
----------------------------------------------------------------------------------
Net assets available for benefits
at end of period $ 784,709 $ 1,442,876 $ 353,391 $ 507,119 $ 452,286 $ 41,587
==================================================================================
</TABLE>
<TABLE>
<CAPTION>
Fund Information
-------------------------------------------------------------
First USA
Paymentech,
Inc. Participant
Common Cash Loan
Stock Fund Fund Other Total
--------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
ADDITIONS
Transfer to the Plan (Note B) $ - $ - $ 114,811 $ - $ 2,879,882
Contributions:
Employer 752 19 - 12,452 151,728
Employee 4,857 (3,491) - 53,597 951,039
Investment income 99 132 - 452 172,102
Net appreciation (depreciation)
in fair value of investments (7,303) - - - 76,514
Transfers between funds 93,960 - 27,899 - -
DEDUCTIONS
Benefits paid directly to
participants - 10,384 (9,967) - (350,644)
---------------------------------------------------------------
Net increase in net assets
available for benefits 92,365 7,044 132,743 66,501 3,880,621
Net assets available for benefits
at beginning of period - - - - -
---------------------------------------------------------------
Net assets available for benefits
at end of period $ 92,365 $ 7,044 $ 132,743 $ 66,501 $ 3,880,621
===============================================================
</TABLE>
4
<PAGE>
PAYMENTECH RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1997
NOTE A -- SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting The financial statements of Paymentech Retirement Savings
Plan (formerly known as First USA Paymentech Savings Plan), the "Plan" have been
prepared on the accrual basis. Certain costs and expenses incurred with regard
to the purchase, sale or transfer of investments have been borne by the Plan.
All other administrative expenses have been borne by Paymentech Management
Resources, Inc. (the "Plan Administrator"), a wholly owned subsidiary of
Paymentech, Inc. (the "Company").
Valuation of Investments The investments of the Plan are stated at fair value
based on quoted market prices, except participant loans which are stated at
cost. The Merrill Lynch Retirement Preservation Trust (Note D) is a collective
trust that is valued at cost which approximates fair value as determined by
Merrill Lynch.
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 amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.
NOTE B -- DESCRIPTION OF THE PLAN
The Plan was established effective July 1, 1996 to provide eligible employees
with additional retirement income savings opportunities. Prior to the
establishment of the Plan, the employees of the Company were eligible to
participate in the First USA Retirement Savings Plan (the "First USA Plan") of
First USA, Inc. ("First USA"). As of July 1, 1996, the employees of the Company
were no longer eligible to participate in the First USA Plan and all participant
balances were transferred from the First USA Plan to the Plan.
On January 20, 1997, First USA and BANC ONE CORPORATION ("Banc One") jointly
announced that an agreement had been reached for First USA to merge with Banc
One. In the merger, completed June 1997, First USA merged with and into Banc
One and each outstanding share of First USA, Inc. Common Stock was converted
into 1.1659 shares of Banc One Common Stock at that time. The Company is a
56%-owned indirect subsidiary of Banc One. (Previously, the Company was a 57%-
owned indirect subsidiary of First USA).
Effective January 1, 1997, participants of the GENSAR Technologies Inc.
Employee Savings 401(k) Program (the "GENSAR Plan"), the 401(k) plan of GENSAR
Technologies Inc., a subsidiary of the Company, became eligible to participate
in the Plan. All participant balances were transferred from the GENSAR Plan to
the Plan.
The Plan is a defined contribution plan intended to qualify under Section 401(a)
and Section 401(k), respectively, of the Internal Revenue Code (the "Code").
Employees are eligible to participate in the Plan upon the attainment of age 21
and the completion of 1,000 hours of service with the Company during a 12-month
period of time. The Plan limits employee
5
<PAGE>
PAYMENTECH RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
contributions from 1% to 10% of an eligible employee's compensation, as defined,
during each year. The deferral percentage may be changed on a quarterly basis.
The Company contributes to the Plan a matching amount equal to 50% of the first
3% of eligible compensation contributed by each eligible employee. Highly
compensated employees may be subject to a reduced contribution based on the
deferral amounts of non-highly compensated employees.
Participant contributions and actual earnings thereon are fully vested at all
times. Matching contributions made by the Company vest at the rate of 20% per
year following two years of employment. Following six years of employment, an
eligible employee's interest in matching contributions allocated to his or her
account is fully vested. Forfeitures are used to reduce the Company's
contribution. At December 31, 1997 and 1996, there were $100,859 and $14,707 of
forfeitures, respectively.
Benefits may be paid under the Plan, subject to limitations and conditions
imposed by the Code, upon a participant's termination of employment, retirement
(early, normal or late) or death. The Plan specifies various distribution
options that participants may select, including forms of annuity payments for
balances in excess of $3,500 and lump-sum distributions.
The Company has the right under the Plan to discontinue contributions at any
time and terminate the Plan. In the event of termination of the Plan, each
participant shall have a 100% nonforfeitable interest in the value of all
amounts credited to the participant's account.
A participant of the Plan may borrow 50% of the vested balance in such
participant's account with a minimum of $1,000 and up to a maximum of $50,000.
Participant loans may be unrestricted with a maximum repayment term of 5 years
or, for the purchase of a home, with a maximum repayment term of 15 years. If
an unrestricted loan is extended past the 5 year period, the balance of the loan
at the time of the extension is a taxable distribution. Participant loans bear
a fixed rate of interest based on the prime rate ranging from 8.25% to 9.25% at
December 31, 1997.
Information about the Plan agreement and the vesting and distribution provisions
is contained in the Paymentech Retirement Savings Plan Summary Plan Description
booklet which is made available to all Plan participants. Copies of this
booklet are available from the Human Resources Department.
NOTE C -- INVESTMENTS
The Plan's investments are held by funds administered by Merrill Lynch Trust
Company of Texas, ("Merrill Lynch"), the trustee. Investment choices are
directed by the Employee Benefits Committee, consisting of members of management
of the Company, based upon recommendations of the trustee and an independent
consulting firm, William M. Mercer, Incorporated.
NOTE D -- INVESTMENT OPTIONS
Participants may elect to divide contributions between the Plan investment
options offered by the Plan through Merrill Lynch. The investment choices
offered are: Managers International Equity Fund, Merrill Lynch Capital Fund
Class A, Merrill Lynch Basic Value Fund Class A, Merrill Lynch Corporate Bond
Fund Intermediate Term Portfolio Class A, Merrill Lynch Retirement Preservation
Trust, BANC ONE CORPORATION Common Stock Fund and Paymentech, Inc. Common Stock
Fund (formerly
6
<PAGE>
PAYMENTECH RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
known as First USA Paymentech, Inc. Common Stock Fund). Plan participants may
elect to direct their contributions (and the Company matching contributions) to
any fund or a combination of two or more funds (in 1% denominations).
Additionally, participants may revise percentage allocations of investment
choices and transfer existing account balances from one fund to the other or any
combination of funds on a daily basis.
The Managers International Equity Fund invests primarily in non-U.S. equity
securities. The Merrill Lynch Capital Fund Class A invests in equity, debt, and
convertible securities. The Merrill Lynch Basic Value Fund Class A invests in
securities, primarily undervalued equities. The Merrill Lynch Corporate Bond
Fund Intermediate Term Portfolio Class A is a managed portfolio primarily
comprised of investment grade corporate fixed-income securities. The Merrill
Lynch Retirement Preservation Trust invests primarily in a broadly-diversified
portfolio of guaranteed investment contracts and in obligations of U.S.
government and U.S. government-agency related securities. This Trust also
invests in high-quality money market securities. The BANC ONE CORPORATION
Common Stock Fund invests in the common stock of Banc One. The Paymentech, Inc.
Common Stock Fund invests in the common stock of the Company. Before the merger
of First USA with Banc One, the First USA, Inc. Common Stock Fund invested in
the common stock of First USA.
NOTE E -- INCOME TAX STATUS
The Internal Revenue Service ruled in a letter of determination dated August 5,
1997, that the Plan is qualified and the trust established under the plan is
tax-exempt, under the appropriate sections of the Internal Revenue Code. The
Employee Benefits Committee is not aware of any course of action or series of
events that have occurred that might adversely affect the Plan's income tax
status.
NOTE F -- RECONCILIATION TO FORM 5500
The following is a reconciliation of net assets available for benefits per the
financial statements to the Form 5500:
<TABLE>
<CAPTION>
December 31, December 31,
1997 1996
---------------------------------
<S> <C> <C>
Net assets available for benefits per the financial statements $7,534,695 $3,880,621
Amounts allocated to withdrawing participants (18,296) (10,308)
---------------------------------
Net assets available for benefits per the Form 5500 $7,516,399 $3,870,313
=================================
</TABLE>
The following is a reconciliation of benefits paid directly to participants per
the financial statements to the Form 5500:
<TABLE>
<CAPTION>
Year Ended
December 31,
1997
-------------------
<S> <C>
Benefits paid directly to participants per the financial statements $1,072,491
Add: Amounts allocated to withdrawing participants at
December 31, 1997 18,296
Less: Amounts allocated to withdrawing participants at
December 31, 1996 (10,308)
-------------------
Benefits paid directly to participants per the Form 5500 $1,080,479
===================
</TABLE>
7
<PAGE>
PAYMENTECH RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
Amounts allocated to withdrawing participants are recorded on the Form 5500 for
benefit claims that have been processed and approved for payment prior to
December 31 but not yet paid as of that date.
NOTE G -- YEAR 2000 ISSUE (UNAUDITED)
The Company, as Plan Sponsor, has developed a plan to modify its internal
information technology to be ready for the year 2000 and has begun converting
critical data processing systems. The project also includes determining whether
third party service providers have reasonable plans in place to become year 2000
compliant. The Plan Sponsor does not expect this project to have a significant
effect on plan operations.
NOTE H -- SUBSEQUENT EVENTS
Effective July 1, 1998, the Plan's eligibility requirements and maximum
contribution percent will change. The eligibility requirements have been
enhanced by reducing the minimum age from 21 to 18, as well as removing the
1,000 hours of service with the Company during a 12-month period. Employees
will be eligible to participate in the Plan on the first day of the month
coinciding with or following the date of hire. In addition, the maximum
employee contribution will increase from 10 percent to 15 percent of an eligible
employee's compensation.
8
<PAGE>
PAYMENTECH RETIREMENT SAVINGS PLAN
Line 27a - Schedule of Assets Held for Investment Purposes
December 31, 1997
<TABLE>
<CAPTION>
(e) Current
(a) (b) Identity of Issuer (c) Description of Investment Units (d) Cost Value
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
* Merrill Lynch Trust Company of Texas
Merrill Lynch Mutual Funds Capital Fund Class A 43,457 $ 1,384,218 $ 1,499,716
Merrill Lynch Mutual Funds Basic Value Fund Class A 91,930 3,015,019 3,408,754
Merrill Lynch Mutual Funds Corporate Bond Fund Intermediate Term 69,989 797,691 809,070
The Managers Funds Managers International Equity Fund 15,371 684,431 700,626
Merrill Lynch Trust Company Retirement Preservation Trust 644,660 644,660 644,660
BANC ONE CORPORATION Common Stock, $0.01 par value 1,505 70,609 81,764
First USA Paymentech, Inc. Common Stock, $0.01 par value 251 4,524 4,473
Paymentech, Inc. Common Stock, $0.01 par value 6,915 169,761 102,001
* Participant Loan Fund Interest rates ranging from 8.25% to 9.25% 177,184 - 177,184
------------ ------------
$ 6,770,913 $ 7,428,248
============ ============
* Party in interest
</TABLE>
9
<PAGE>
PAYMENTECH RETIREMENT SAVINGS PLAN
Line 27d - Schedule of Reportable Transactions
December 31, 1997
<TABLE>
<CAPTION>
(f) Expenses
Incurred
(a) Party (c) Purchase (d) Selling With
Involved (b) Description of Assets Price Price Transaction
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Category (iii) - Series of investment transactions in excess of 5% of plan assets:
- ----------------------------------------------------------------------------------
*Merrill Lynch Trust Merrill Lynch Capital Fund Class A
Company of Texas 230 Transactions $ 879,788
*Merrill Lynch Trust Merrill Lynch Capital Fund Class A
Company of Texas 178 Transactions $ 303,141
*Merrill Lynch Trust Merrill Lynch Basic Value Fund Class A
Company of Texas 263 Transactions 2,112,236
*Merrill Lynch Trust Merrill Lynch Basic Value Fund Class A
Company of Texas 222 Transactions 652,660
*Merrill Lynch Trust Merrill Lynch Corporate Bond Fund Intermediate Term
Company of Texas 161 Transactions 659,910
*Merrill Lynch Trust Merrill Lynch Corporate Bond Fund Intermediate Term
Company of Texas 149 Transactions 173,876
*The Managers Funds Managers International Equity Fund
189 Transactions 382,050
*The Managers Funds Managers International Equity Fund
146 Transactions 245,975
*Merrill Lynch Trust Merrill Lynch Retirement Preservation Trust
Company of Texas 314 Transactions 567,633
*Merrill Lynch Trust Merrill Lynch Retirement Preservation Trust
Company of Texas 135 Transactions 347,637
Paymentech, Inc. Paymentech, Inc. Common Stock
119 Transactions 196,659
Paymentech, Inc. Paymentech, Inc. Common Stock
26 Transactions 35,560
</TABLE>
<TABLE>
<CAPTION>
(h) Current Value
of Asset at (i) Net
(a) Party (g) Cost of Transaction Gain or
Involved Asset** Date (Loss)
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Category (iii) - Series of investment transactions in excess of 5% of plan assets:
- ----------------------------------------------------------------------------------
*Merrill Lynch Trust
Company of Texas $ 879,788 $ 879,788
*Merrill Lynch Trust
Company of Texas 284,865 303,141 $ 18,276
*Merrill Lynch Trust
Company of Texas 2,112,236 2,112,236
*Merrill Lynch Trust
Company of Texas 595,869 652,660 56,791
*Merrill Lynch Trust
Company of Texas 659,910 659,910
*Merrill Lynch Trust
Company of Texas 174,750 173,876 (874)
*The Managers Funds
382,050 382,050
*The Managers Funds
226,852 245,975 19,123
*Merrill Lynch Trust
Company of Texas 567,633 567,633
*Merrill Lynch Trust
Company of Texas 347,637 347,637
Paymentech, Inc.
196,659 196,659
Paymentech, Inc.
40,809 35,560 (5,249)
</TABLE>
There were no category (i), (ii), or (iv) transactions during the year ended
December 31, 1997.
Column (e) not applicable.
* Party in interest
** Investment cost is determined using the average cost method
10
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the employee benefits plan) have duly
caused this annual report to be signed on its behalf by the undersigned
thereunto duly authorized.
Paymentech Retirement Savings Plan
Date: June 25, 1998 /s/ Kathryn J. Kessler
-----------------------------------
Kathryn J. Kessler
Chief Accounting Officer
Paymentech, Inc.
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement No.
333-11249 on Form S-8 pertaining to the Paymentech Retirement Savings Plan of
our report dated June 15, 1998, with respect to the financial statements and
supplemental schedules of Paymentech Retirement Savings Plan, included in this
Annual Report on Form 11-K for the year ended December 31, 1997.
/s/ ERNST & YOUNG LLP
Dallas, Texas
June 25, 1998
