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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, 1996
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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
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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
any time.
ITEM 3. CONTRIBUTIONS UNDER THE PLAN
The following contributions have been made to the Plan for the
past five years:
<TABLE>
<CAPTION>
Company Participant
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<S> <C> <C>
1996 $259,006 $910,055
1995 518,011 829,827
1994 0 655,268
1993 259,006 604,888
1992 0 608,701
</TABLE>
Employee contributions began April 16, 1987.
ITEM 4. PARTICIPATING EMPLOYEES
As of December 31, 1996, there were 663 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:
<TABLE>
<S> <C>
CECIL B. PHILLIPS 7850 North Belt Line Road
Chairman of the Board Irving, Texas 75063
THOMAS J. TIERNEY 2301 North Akard
Director Dallas, Texas 75201
ROLAN G. TUCKER 200 Walnut Hill Avenue
Director Hillsboro, Texas 76645
</TABLE>
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ITEM 6. CUSTODIAN OF INVESTMENTS
During 1996, the Plan changed trustees from Investment Advisers,
Inc. to Marquette Trust Company. The Trustee is to maintain custody of the
assets in the Participants' 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 1996:
<TABLE>
<CAPTION>
PAID BY M/A/R/C INC. FORFEITURES
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<S> <C> <C>
Paid to:
IAI $11,733 $11,160
Legal 4,152 0
Marquette 7,873 10,518
Towers Perrin 9,450 8,225
</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, 1994, 1995, and
1996, 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
19 of the Annual Report to Participants of the Plan for the Plan year ended
December 31, 1996, 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, 1997
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