<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, 1998
A. Full title of the plan and the address of the plan:
Paymentech Retirement Savings Plan
1601 Elm Street
9th 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
9th Floor
Dallas, Texas 75201
<PAGE>
Paymentech Retirement
Savings Plan
- -------------------------------------------------------------------------------
Financial Statements and
Supplemental Schedules for the Years
ended December 31, 1998 and 1997
with Report of Independent Auditors
<PAGE>
Paymentech Retirement Savings Plan
Financial Statements
and Supplemental Schedules
Years Ended December 31, 1998 and 1997
Contents
<TABLE>
<CAPTION>
<S> <C>
Report of Independent Auditors............................................... 1
Audited Financial Statements:
- ----------------------------
Statements of Net Assets Available for Benefits.............................. 2
Statements of Changes in Net Assets Available for Benefits................... 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
</TABLE>
<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, as of December 31, 1998 and 1997, and
the related statements of changes in net assets available for benefits for the
years then ended. 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, 1998 and 1997, and the changes in its net assets available for
benefits for the years then ended, 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, 1998, and reportable
transactions for the year then ended, are presented for the purpose of
additional analysis and are not a required part of the financial statements but
are supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. These supplemental schedules are the responsibility of the
Plan's management. 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 audits 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 1, 1999
<PAGE>
Paymentech Retirement Savings Plan
Statements of Net Assets Available for Benefits
<TABLE>
<CAPTION>
December 31, December 31,
1998 1997
--------------- ----------------
<S> <C> <C>
Assets
Investments, at fair value
Merrill Lynch Mutual Funds
Capital Fund Class A $ 2,167,689 $ 1,499,716
Basic Value Fund Class A 4,586,361 3,408,754
Corporate Bond Fund Intermediate Term 856,214 809,070
Managers International Equity Fund 1,210,813 700,626
Merrill Lynch Retirement Preservation Trust 781,413 644,660
BANK ONE CORPORATION Common Stock 235,789 81,764
First USA, Inc. Common Stock 2 -
First USA Paymentech, Inc. Common Stock - 4,473
Paymentech, Inc. Common Stock 275,585 102,001
Cash Fund 98,549 21,709
Pending Settlement Fund 1,344 10,395
Participant Loan Fund 344,661 177,184
--------------- ----------------
Total investments 10,558,420 7,460,352
Contributions receivable from Paymentech Management
Resources, Inc. 20,350 14,199
Employee contributions receivable 96,736 59,016
Interest receivable (payable) (1,274) 1,128
--------------- ----------------
Total assets 10,674,232 7,534,695
--------------- ----------------
Liabilities (other) 20,137 -
--------------- ----------------
Total liabilities 20,137 -
--------------- ----------------
Net Assets Available for Benefits $10,654,095 $ 7,534,695
=============== ================
</TABLE>
See accompanying notes.
2
<PAGE>
Paymentech Retirement Savings Plan
Statement of Changes in Net Assets Available for Benefits, with
Fund Information
Year Ended December 31, 1998
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------
Merrill Lynch Mutual Funds
------------------------------------------ Merrill
Corporate Lynch BANK ONE First
Capital Basic Value Bond Fund Managers Retirement CORPORATION USA, Inc.
Fund Fund Intermediate International Preservation Common Common
Class A Class A Term Equity Fund Trust Stock Stock
--------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Additions
Contributions:
Employer $ 105,012 $ 186,548 $ 34,746 $ 59,137 $ 39,687 $ 16,742 -
Employee 617,135 1,054,705 193,835 329,620 196,462 105,612 -
Investment income 129,493 361,405 52,765 123,392 42,618 3,994 -
Net appreciation (depreciation)
in fair value of investments (6,552) 91,502 7,210 50,992 - (888) -
Transfers between funds (76,397) (154,247) (8,376) (10,211) 15,410 36,448 -
Deductions
Benefits paid directly to participants 153,834 416,610 244,634 71,737 66,161 7,882 -
Administrative Fees 937 1,786 711 452 747 131 -
Other Deductions (54,053) (56,090) (12,309) (29,446) 90,516 (130) (2)
--------------------------------------------------------------------------------------------
Net increase in net assets
available for benefits 667,973 1,177,607 47,144 510,187 136,753 154,025 2
Net assets available for benefits
at beginning of period 1,499,716 3,408,754 809,070 700,626 644,660 81,764 -
--------------------------------------------------------------------------------------------
Net assets available for benefits
at end of period $2,167,689 $ 4,586,361 $ 856,214 $1,210,813 $ 781,413 $ 235,789 2
============================================================================================
<CAPTION>
Fund Information
--------------------------------------------------------------------------------------------
First USA
Paymentech, Paymentech,
Inc. Inc. Participant Pending
Common Common Cash Loan Settlement
Stock Stock Fund Fund Fund Other Total
--------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Additions
Contributions:
Employer $ - $ 20,785 $ (2,787) $ - - 6,151 $ 466,021
Employee - 109,965 (12,101) - - 37,720 2,632,953
Investment income - 631 421 - - (2,402) 712,317
Net appreciation (depreciation)
in fair value of investments 47 51,718 - - - - 194,029
Transfers between funds (4,522) (1,663) - 212,609 (9,051) - -
Deductions
Benefits paid directly to participants - 7,892 (91,212) 49,657 - 24,142 951,337
Administrative Fees - 146 - - - 220 5,130
Other Deductions (2) (186) (95) (4,525) - (4,225) (70,547)
--------------------------------------------------------------------------------------------
Net increase in net assets
available for benefits (4,473) 173,584 76,840 167,477 (9,051) 21,332 3,119,400
Net assets available for benefits
at beginning of period 4,473 102,001 21,709 177,184 10,395 74,343 7,534,695
--------------------------------------------------------------------------------------------
Net assets available for benefits
at end of period $ - $ 275,585 $ 98,549 $ 344,661 $ 1,344 95,675 10,654,095
============================================================================================
</TABLE>
3
<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 BANK ONE
Capital Basic Value Bond Fund Managers Retirement CORPORATION
Fund Fund Intermediate International Preservation Common
Class A Class A Term Equity Fund Trust Stock
-----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Additions
Contributions:
Employer $ 76,639 $ 141,146 $ 30,075 $ 45,433 $ 38,412 $ 6,290
Employee 459,751 759,672 138,575 234,484 184,068 25,577
Investment income 118,849 262,460 48,770 1,243 35,153 724
Net appreciation (depreciation)
in fair value of investments 109,247 417,315 7,837 28,078 - 23,428
Transfer to the Plan 79,713 735,566 432,262 - 16,110 -
Transfer from Affiliated Plan 33,140 125,140 23,553 48,833 6,153 (26)
Transfers between funds (35,821) (50,273) (78,723) 18,974 35,097 (23,826)
Deductions
Benefits paid directly to
participants 126,511 425,148 146,765 183,538 106,298 17,565
Administrative Fees 533 1,225 383 298 1,497 6
Other Deductions (533) (1,225) (478) (298) 14,824 (67,168)
----------------------------------------------------------------------------------------
Net increase in net assets
available for benefits 715,007 1,965,878 455,679 193,507 192,374 81,764
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 $ 81,764
========================================================================================
<CAPTION>
-----------------------------------------------------------------------------------
First USA
First Paymentech, Paymentech,
USA, Inc. Inc. Inc. Participant Conversion
Common Common Common Cash Loan Loan
Stock Stock Stock Fund Fund Fund
-----------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Additions
Contributions:
Employer $ 6,061 $ 10,258 $ 1,927 $ (19) $ - $ -
Employee 29,842 42,024 7,669 3,490 - -
Investment income 165 287 50 1,025 - -
Net appreciation (depreciation)
in fair value of investments 19,158 1,514 (114,165) - - -
Transfer to the Plan - - - - - 21,188
Transfer from Affiliated Plan - 104 - - 6,168 -
Transfers between funds (19,547) 108,711 (10,566) - 66,767 (21,188)
Deductions
Benefits paid directly to
participants 10,508 5,385 28,335 (6,056) 28,494 -
Administrative Fees 7 6 - - - -
Other Deductions 66,751 245,399 (245,421) (4,113) - -
-----------------------------------------------------------------------------------
Net increase in net assets
available for benefits (41,587) (87,892) 102,001 14,665 44,441 -
Net assets available for benefits
at beginning of period 41,587 92,365 - 7,044 132,743 -
-----------------------------------------------------------------------------------
Net assets available for benefits
at end of period $ - $ 4,473 $ 102,001 $ 21,709 $ 177,184 $ -
===================================================================================
<CAPTION>
----------------------------------------
Pending
Settlement
Fund Other Total
----------------------------------------
<S> <C> <C> <C>
Additions
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 to the Plan - - 1,284,839
Transfer from Affiliated Plan - - 243,065
Transfers between funds 10,395 - -
Deductions
Benefits paid directly to
participants - - 1,072,491
Administrative Fees - - 3,955
Other Deductions - - 7,738
----------------------------------------
Net increase in net assets
available for benefits 10,395 7,842 3,654,074
Net assets available for benefits
at beginning of period - 66,501 3,880,621
----------------------------------------
Net assets available for benefits
at end of period $ 10,395 $ 74,343 $ 7,534,695
========================================
</TABLE>
4
<PAGE>
Paymentech Retirement Savings Plan
Notes to Financial Statements
December 31, 1998
Note A -- Significant Accounting Policies
Basis of Accounting The financial statements of Paymentech Retirement 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 which approximates fair value. 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 Trust Company of Texas, ("Merrill
Lynch"), the trustee.
Use of Estimates The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
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.
On January 20, 1997, First USA, Inc. ("First USA") and BANK ONE CORPORATION,
f/k/a BANC ONE CORPORATION ("Bank One") jointly announced that an agreement had
been reached for First USA to merge with Bank One. In the merger, completed June
1997, First USA merged with and into Bank One and each outstanding share of
First USA, Inc. Common Stock was converted into 1.1659 shares of Bank One Common
Stock at that time. The Company is a 55%-owned indirect subsidiary of Bank 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 18
and will be eligible to participate in the Plan on the first day of the month
coinciding with or following the date of hire. The Plan limits employee
contributions from 1% to 15% of an eligible employee's compensation, as defined,
during each year. The deferral percentage may be changed on a quarterly basis.
The Company
5
<PAGE>
Paymentech Retirement Savings Plan
Notes to Financial Statements (continued)
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, 1998 and 1997, there were $43,673 and $100,859 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 loan 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 7.75%
to 8.50% at December 31, 1998.
Information about the Plan agreement and the vesting and distribution provisions
is contained in the Paymentech Retirement Savings Plan Summary Plan Description
booklet that 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.
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, BANK ONE CORPORATION Common Stock Fund (f/k/a BANC ONE CORPORATION Common
Stock Fund) and Paymentech, Inc. Common Stock Fund (f/k/a 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.
6
<PAGE>
Paymentech Retirement Savings Plan
Notes to Financial Statements (continued)
Note E -- Income Tax Status
The Plan has received a determination letter from the Internal Revenue Service
dated December 23, 1998, stating that the Plan is qualified under Section 401(a)
of the Internal Revenue Code (the "Code") and, therefore, the related trust is
exempt from taxation. Once qualified, the Plan is required to operate in
conformity with the Code to maintain its qualification. The Plan Administrator
believes the Plan is being operated in compliance with the applicable
requirements of the Code and, therefore, believes that the Plan is qualified and
related trust is tax exempt.
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,
1998 1997
-------------------------------------
<S> <C> <C>
Net assets available for benefits per the financial statements $10,654,095 $7,534,695
Amounts allocated to withdrawing participants (137,124) (18,296)
-------------------------------------
Net assets available for benefits per the Form 5500 $10,516,971 $7,516,399
=====================================
</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,
1998
-------------------
<S> <C>
Benefits paid directly to participants per the financial statements $ 951,337
Add: Amounts allocated to withdrawing participants at
December 31, 1998 137,124
Less: Amounts allocated to withdrawing participants at
December 31, 1997 (18,296)
-------------------
Benefits paid directly to participants per the Form 5500 $1,070,165
===================
</TABLE>
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 Plan Administrator is in the process of taking certain steps in order to
ensure that the Plan's information systems are prepared to handle year 2000
dates. The Plan Administrator is taking a two phase approach. The first phase
addresses internal systems that must be modified or replaced to function
properly. The Company believes that its internal Plan information systems are
currently year 2000 compliant. Costs associated with modifying or replacing
software and equipment were not material and were paid by the Company.
For the second phase of the project, Plan management established formal
communications with its third party service providers to determine that they
have developed plans to address their own year 2000 problems as they relate to
the Plan's operations. All third party service providers have indicated that
they will be year 2000 compliant by the end of 1999.
7
<PAGE>
Paymentech Retirement Savings Plan
Notes to Financial Statements (continued)
Notwithstanding the foregoing, there can be no assurances that the
representations of third party service providers will be accurate, or that the
Plan will have any recourse against such providers if the representations prove
to be inaccurate. Furthermore, if adequate modifications of data processing
systems of either the Plan, the Plan Administrator, or its service providers are
not completed in a timely manner, the year 2000 problem could have a material
impact on the operations of the Plan.
Note H -- Subsequent Events
Effective April 1, 1999, the Plan increased its investment choices in mutual
funds by adding four additional funds. The additional investment choices are:
Massachusetts Investors Growth Stock Fund, Merrill Lynch Global Value Fund,
Merrill Lynch S&P 500 Index Fund and Van Kampen Aggressive Growth Fund. In
addition, the Dreyfus Premier Balanced Fund has replaced the Merrill Lynch
Capital Fund. Participants with assets allocated to the Merrill Lynch Capital
Fund prior to April 1, 1999 were permitted to retain those assets in the Merrill
Lynch Capital Fund. Effective April 1, 1999, future contributions allocated to
the balanced fund option are invested in the Dreyfus Premier Balanced Fund.
Effective October 1, 1999, the Company will increase the Company contribution to
an amount equal to 50% of the first 6% of eligible compensation contributed by
each eligible employee.
8
<PAGE>
Paymentech Retirement Savings Plan
Line 27a - Schedule of Assets Held for Investment Purposes
December 31, 1998
EIN: 75-2634189 Plan: 002
<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 62,996 $2,071,613 2,167,689
Merrill Lynch Mutual Funds Basic Value Fund Class A 120,630 4,155,432 4,586,361
Merrill Lynch Mutual Funds Corporate Bond Fund Intermediate Term 73,369 841,154 856,214
The Managers Funds Managers International Equity Fund 24,786 1,155,120 1,210,813
Merrill Lynch Trust Company Retirement Preservation Trust 781,413 781,413 781,413
BANK ONE CORPORATION Common Stock, $0.01 par value 4,618 225,410 235,789
First USA, Inc. Common Stock, $0.01 par value 1 2 2
Paymentech, Inc. Common Stock, $0.01 par value 14,601 288,933 275,585
Cash Fund Cash - 98,549 98,549
Pending Settlement Funds Pending Settlement Fund 1,344 1,344 1,344
* Participant Loan Fund Interest rates ranging from 7.75% to 8.50% 344,661 - 344,661
----------- ------------
$9,618,970 $10,558,420
=========== ============
</TABLE>
* Party in interest
9
<PAGE>
Paymentech Retirement Savings Plan
Line 27d - Schedule of Reportable Transactions
December 31, 1998
EIN: 75-2634189 Plan: 002
<TABLE>
<CAPTION>
(h) Current Value
of Asset at (i) Net
(a) Party (c) Purchase (d) Selling (g) Cost of Transaction Gain or
Involved (b) Description of Assets Price Price Asset* Date (Loss)
- -----------------------------------------------------------------------------------------------------------------------------------
Category (iii) - Series of investment transactions in excess of
- ---------------------------------------------------------------
5% of plan assets:
- ------------------
<S> <C> <C> <C> <C> <C> <C>
Merrill Lynch Trust Merrill Lynch Capital Fund Class A
Company of Texas 261 Transactions $ 907,944 $ 907,944 $ 907,944
Merrill Lynch Trust Merrill Lynch Capital Fund Class A
Company of Texas 252 Transactions $ 273,598 260,789 273,598 $12,809
Lynch Trust Merrill Lynch Basic Value Fund Class A
Company of Texas 282 Transactions 1,799,707 1,799,707 1,799,707
Merrill Lynch Trust Merrill Lynch Basic Value Fund Class A
Company of Texas 252 Transactions 735,237 682,881 735,237 52,356
Merrill Lynch Trust Merrill Lynch Corporate Bond Fund
Intermediate Term
Company of Texas 217 Transactions 358,882 358,882 358,882
Merrill Lynch Trust Merrill Lynch Corporate Bond Fund
Intermediate Term
Company of Texas 201 Transactions 324,994 321,480 324,994 3,514
The Managers Funds Managers International Equity Fund
222 Transactions 564,950 564,950 564,950
The Managers Funds Managers International Equity Fund
192 Transactions 134,749 123,256 134,749 11,493
Merrill Lynch Trust Merrill Lynch Retirement Preservation
Trust
Company of Texas 341 Transactions 429,730 429,730 429,730
Merrill Lynch Trust Merrill Lynch Retirement Preservation
Trust
Company of Texas 176 Transactions 309,743 309,743 309,743 -
</TABLE>
There were no category (i), (ii) or (iv) transactions during the year ended
December 31, 1998.
Column (e) and (f) are not applicable.
* 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 28, 1999 /s/ Kathryn J. Kessler
---------------------------------------------
Kathryn J. Kessler
Chief Financial Officer
Paymentech, Inc.
<PAGE>
EXHIBIT 23
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 1, 1999, 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, 1998.
/s/ ERNST & YOUNG LLP
Dallas, Texas
June 28, 1999
