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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, 1997
A. FULL TITLE OF THE PLAN AND THE ADDRESS OF THE PLAN, IF DIFFERENT FROM THAT
OF THE ISSUER NAMED BELOW:
THE M/A/R/C GROUP ESOP/401(k) 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 eligibility
requirements. A company-match contribution was instituted in which the Company
matches employee contributions based on the following formula: 50% on the first
2% they contribute and 25% on the next 3% they contribute. The maximum deferral
rate increased from 10% to 20%. 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 1% of the total contributions among the three categories of
investment funds described in Item 8. A Participant's investment election may be
changed with respect to subsequent contributions at any time. 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>
1997 $503,555 $2,001,480
1996 259,006 910,055
1995 518,011 829,827
1994 0 655,268
1993 259,006 604,888
</TABLE>
Employee contributions began April 16, 1987.
ITEM 4. PARTICIPATING EMPLOYEES
As of December 31, 1997, there were 839 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 Emeritus Irving, Texas 75063
SHARON M. MUNGER 7850 North Belt Line Road
Chairman of the Board & CEO Irving, Texas 75063
ROLAN G. TUCKER 200 Walnut Hill Avenue
Director Hillsboro, Texas 76645
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ITEM 6. CUSTODIAN OF INVESTMENTS
During 1997, the Plan changed trustees from Marquette Trust Company to
Scudder Kemper Investments. The Trustee is to maintain custody of the assets in
the Participants' accounts. The Plan incurred the following expenses for
trustee, legal, and accounting services during 1997:
<TABLE>
<CAPTION>
PAID BY M/A/R/C INC.
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<S> <C>
Paid to:
DCA $ 525
Legal 32,283
Scudder 41,662
Towers Perrin 5,825
</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.
During 1997, Plan funds were invested in Company common stock, equity
securities (foreign and domestic), and fixed income 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 21
of the Annual Report to Participants of the Plan for the Plan year ended
December 31, 1997, 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. THE
M/A/R/C GROUP ESOP/401(k) PLAN
By: /s/ Cecil B. Phillips
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Cecil B. Phillips
Member of Plan Administrative Committee
June 30, 1998
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