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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 11-K
ANNUAL REPORT
Pursuant to Section 15(d) of the
Securities Act of 1934
For the Year Ended December 31, 1994
A. Full title of the Plan and the address of the Plan, if different from
that of the issuer named below:
M/A/R/C Inc. Employee Stock Ownership Plan
B. Name of issuer of the securities held pursuant to the Plan and the
address of its principal executive office:
M/A/R/C Inc.
7850 North Belt Line Road
Irving, Texas 75063
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ITEM 1. CHANGES IN THE PLAN
The plan increased the number of eligible employees, changed the timing
of portfolio transfers, and changed the entry dates and the service credit
calculations from years of service to hours of service. During 1993 the Plan
was amended to include an employee stock ownership plan ("ESOP") and is
designed to comply with the regulations of the Internal Revenue Code. The Plan
financed the transaction with a loan of $2,444,144 from the Company. The loan
bears interest of 7.04% and has a term of 15 years.
ITEM 2. CHANGES IN INVESTMENT POLICY
Participants may elect to have contributions credited to their accounts
in increments of 10 percent of the total contributions among the four
categories of investment funds described in Item 8. A Participant's investment
election may be changed with respect to subsequent contributions on the first
day of January, April, July, or October in any year. A Participant may request
a transfer of funds from one investment fund to one or more of the others at
anytime.
ITEM 3. CONTRIBUTIONS UNDER THE PLAN
The following contributions have been made to the Plan for the past five
years:
<TABLE>
<CAPTION>
Company Participant
------- -----------
<S> <C> <C>
1994 $ 0 $655,268
1993 259,006 604,888
1992 0 608,701
1991 0 528,093
1990 61,839 530,495
</TABLE>
Employee contributions began April 16, 1987.
ITEM 4. PARTICIPATING EMPLOYEES
As of December 31, 1994, there were 543 Participants in the Plan.
ITEM 5. ADMINISTRATION OF THE PLAN
The members of the Compensation Committee of the Company's Board of
Directors are the Administrators of the Plan. No compensation was paid to any
Administrator by the Plan for services as such.
The names, addresses, and positions with M/A/R/C Inc. of the
Administrators are as follows:
CECIL B. PHILLIPS 7850 North Belt Line Road
Chairman of the Board Irving, Texas 75063
ALVIN A. ACHENBAUM 1325 Avenue of the Americas
Director New York, New York 10019
THOMAS J. TIERNEY 2301 North Akard
Director Dallas, Texas 75201
ROLAN G. TUCKER 6934 Royal Lane
Director Dallas, Texas 75230
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ITEM 6. CUSTODIAN OF INVESTMENTS
During 1994, the Plan changed trustees from First Interstate to
Investment Advisers, Inc. ("IAI"). The Trustee is to maintain custody of the
assets in the Participant's accounts. Plan expenses in excess of forfeitures
are paid by the Company. The Plan incurred the following expenses for Trustee,
legal, and accounting services during 1994:
<TABLE>
<CAPTION>
Paid by: The M/A/R/C Group Forfeitures
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<S> <C> <C>
Paid to:
-------
First Interstate & IAI $29,130 $ 0
Legal 18,105 0
Accounting and Participant
Allocation Reporting 8,246 0
</TABLE>
ITEM 7. REPORTS TO PARTICIPATING EMPLOYEES
Each quarter, every Participant receives an individual Participant
statement disclosing the status of his or her account during the preceding
three-month period (including the opening and closing totals and a breakdown of
withdrawals, contributions, and other allocations to or from the account).
Once a year, each Participant receives a Summary Annual Report (a summary of
the IRS Form 5500 as filed with the IRS/DOL).
ITEM 8. INVESTMENT OF FUNDS
During 1986, no Plan funds were invested in securities other than those
of the Company.
During 1987, 1988, 1989, 1990, 1991, 1992, 1993, and 1994, Plan funds
were invested in Company common stock, equity securities, fixed income
securities, and bond securities.
ITEM 9. FINANCIAL STATEMENTS AND EXHIBITS
The financial statement information and supplemental data required in
response to this item is incorporated herein by reference to pages 1 through 18
of the Annual Report to Participants of the Plan for the Plan year ended
December 31, 1994, a copy of which is attached as Exhibit "A."
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the Plan) have duly caused this
annual report to be signed by the undersigned thereunto duly authorized.
M/A/R/C INC. EMPLOYEE
STOCK OWNERSHIP PLAN
By: /s/ Cecil B. Phillips
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Cecil B. Phillips
Member of Plan Administrative
Committee
June 30, 1995
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