<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
M/A/R/C Inc.
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(l) and
0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
- --------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
- --------------------------------------------------------------------------------
(3) Filing Party:
- --------------------------------------------------------------------------------
(4) Date Filed:
- --------------------------------------------------------------------------------
<PAGE> 2
THE M/A/R/C GROUP
7850 NORTH BELT LINE ROAD
IRVING, TEXAS 75063
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 11, 1999
To the Shareholders of
The M/A/R/C Group:
NOTICE IS HEREBY GIVEN that the 1999 Annual Meeting of Shareholders (the
"Annual Meeting") of The M/A/R/C Group, a Texas corporation ("M/A/R/C"), will be
held at M/A/R/C's principal offices, 7850 North Belt Line Road, Irving, Texas
75063, on Tuesday, May 11, 1999, at 11 a.m., Dallas time, for the following
purposes:
1. To elect three directors to hold office until the Annual Meeting of
Shareholders to be held in 2002 or until their successors shall be elected
and qualified; and
2. To transact such other business as may properly come before the
Annual Meeting or any adjournment(s) thereof.
Only shareholders of record at the close of business on March 17, 1999, are
entitled to notice of and to vote at the Annual Meeting or any adjournment(s)
thereof.
You are cordially invited and urged to attend the Annual Meeting. Whether
or not you expect to attend in person, you are urged to promptly mark, sign,
date, and mail the enclosed form of proxy so that your shares of stock may be
represented and voted in accordance with your wishes and in order that the
presence of a quorum may be assured at the Annual Meeting. Your proxy will be
returned to you if you are present at the Annual Meeting and request its return
in the manner provided for revocation of proxies as set forth in the enclosed
Proxy Statement.
By Order of the Board of Directors
[Harold R. Curtis signature]
HAROLD R. CURTIS
Secretary
March 30, 1999
Irving, Texas
<PAGE> 3
THE M/A/R/C GROUP
7850 NORTH BELT LINE ROAD
IRVING, TEXAS 75063
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 11, 1999
SOLICITATION OF PROXIES
This Proxy Statement and the accompanying form of proxy are being mailed to
the shareholders of The M/A/R/C Group, a Texas corporation ("M/A/R/C"), on March
30, 1999, in connection with the solicitation of proxies by the Board of
Directors of the Corporation to be voted at M/A/R/C's 1999 Annual Meeting of
Shareholders to be held Tuesday, May 11, 1999, at 11 a.m., Dallas time, at
M/A/R/C's principal offices, 7850 North Belt Line Road, Irving, Texas 75063, and
any adjournment(s) thereof (the "Annual Meeting"), for the purposes set forth
below. In addition to the solicitation of proxies by use of the mail, officers
and regular employees of M/A/R/C may solicit the return of proxies by personal
interview, facsimile, mail, telephone, and telegraph. The officers and employees
will not be additionally compensated but will be reimbursed for out-of-pocket
expenses. Brokerage houses and other custodians, nominees, and fiduciaries will
be requested to forward solicitation materials to the beneficial owners of
stock. The cost of preparing, printing, assembling, and mailing the accompanying
Notice of Annual Meeting of Shareholders, this Proxy Statement, the accompanying
proxy, any additional material, the cost of forwarding solicitation material to
the beneficial owners of stock, and other costs of solicitation will be borne by
M/A/R/C. In addition, M/A/R/C expects to pay fees not to exceed $15,000, plus
reasonable out-of-pocket expenses, for assistance by D. F. King & Co., Inc., a
professional solicitation firm, in soliciting proxies.
ANNUAL REPORT
The Annual Report to Shareholders covering the Corporation's fiscal year
ended December 31, 1998 (the "Annual Report"), is included with this Proxy
Statement. The Annual Report does not form any part of the material for the
solicitation of proxies.
REVOCABILITY OF PROXIES
M/A/R/C encourages the personal attendance of the shareholders at its
Annual Meeting of Shareholders, and the giving of a proxy does not preclude the
right to vote in person should any shareholder giving a proxy so desire. Any
shareholder giving a proxy has the unconditional right to revoke his proxy at
any time prior to the voting thereof, either in person at the Annual Meeting or
by giving written notice to M/A/R/C addressed to Mr. Harold R. Curtis,
Secretary, The M/A/R/C Group, 7850 North Belt Line Road, Irving, Texas 75063.
The notice of revocation must be received at or prior to the Annual Meeting.
<PAGE> 4
PURPOSES OF THE MEETING
The Annual Meeting is to be held for the following purposes:
(1) To elect three directors to hold office until the Annual Meeting
of Shareholders to be held in 2002 or until their successors shall be
elected and qualified; and
(2) To transact such other business as may properly come before the
Annual Meeting or any adjournment(s) thereof.
The Board of Directors knows of no matters, other than those stated above,
to be presented for consideration at the Annual Meeting.
VOTING SECURITIES
The record date for determining the shareholders entitled to notice of and
to vote at the Annual Meeting was the close of business on March 17, 1999 (the
"Record Date"). As of the Record Date, there were 5,003,641 shares of M/A/R/C's
common stock, $1.00 par value per share, issued and outstanding, all of which
are entitled to vote. M/A/R/C's Articles of Incorporation prohibit cumulative
voting. Holders of common stock of record as of the Record Date will be entitled
to one vote per share on all matters to be acted upon at the Annual Meeting, and
all shares of common stock will vote as a single class on each matter.
QUORUM
The presence, in person or by proxy, of the holders of a majority of the
outstanding shares of common stock entitled to vote at the Annual Meeting is
necessary to constitute a quorum to transact business at the Annual Meeting. If
a quorum is not present or represented at the Annual Meeting, the shareholders
entitled to vote at the Annual Meeting, who are present in person or represented
by proxy, have the power to adjourn the Annual Meeting from time to time,
without notice other than by announcement at the Annual Meeting, until a quorum
is present or represented. At any such adjourned meeting at which a quorum is
present or represented, any business may be transacted that might have been
transacted at the original Annual Meeting.
ACTION TO BE TAKEN UNDER THE PROXY
Proxies in the accompanying form that are properly executed and returned
will be voted at the Annual Meeting in accordance with the instructions thereon.
Any proxy upon which no instructions have been indicated with respect to a
specified matter will be voted as follows with respect to the matter:
(1) FOR election of the nominees for director named in this Proxy
Statement; and
(2) At the discretion of the proxyholders as to the transaction of
such other business as may properly come before the Annual Meeting or any
adjournment(s) thereof.
2
<PAGE> 5
ELECTION OF DIRECTORS
BOARD OF DIRECTORS
The Board of Directors consists of nine members divided into three classes.
As of the Record Date, there are eight members serving. Currently there is one
vacancy on the Board. Directors elected at an annual meeting of shareholders
serve until the third following annual meeting of shareholders or until their
respective successors are elected and qualified.
NOMINEES
The terms of three directors (Elmer L. Taylor, Jr., John H. Friedman, and
Thomas J. Vacchiano, Jr.) expire at the Annual Meeting. Three nominees are
proposed to be elected as directors at the Annual Meeting to serve until the
annual meeting of shareholders to be held in 2002 or until their respective
successors are elected and qualified. If any nominee becomes unavailable to
serve for any reason, the persons named in the form of proxy are expected to
vote for the election of another person as the Board of Directors may recommend
in the nominee's stead. The Board of Directors has no reason to believe that any
nominee will be unable or unwilling to serve if elected. To the knowledge of
M/A/R/C's management, each nominee intends to serve the entire term for which
election is sought. The nominees are:
<TABLE>
<CAPTION>
NAME POSITION HELD WITH M/A/R/C
---- --------------------------
<S> <C>
Elmer L. Taylor, Jr. Director and Vice Chairman
John H. Friedman Director
Thomas J. Vacchiano, Jr. Director
</TABLE>
See "SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT,"
"INFORMATION CONCERNING THE BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD," AND
"EXECUTIVE COMPENSATION."
RECOMMENDATION AND REQUIRED AFFIRMATIVE VOTE
The affirmative vote of a majority of the shares of common stock
represented in person or by proxy and entitled to vote at the Annual Meeting is
required to elect a nominee for director.
THE BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE ELECTION OF
EACH NOMINEE.
3
<PAGE> 6
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table contains information concerning the number of shares of
common stock owned beneficially as of the Record Date by (i) each person known
to M/A/R/C to own more than 5% of the outstanding common stock, (ii) each
director and nominee for director of M/A/R/C, and (iii) all present directors
and executive officers of M/A/R/C as a group.
<TABLE>
<CAPTION>
AMOUNT PERCENTAGE OF
NAME AND ADDRESS BENEFICIALLY COMMON STOCK
OF BENEFICIAL OWNER OWNED(1) OUTSTANDING
------------------- ------------ -------------
<S> <C> <C>
M/A/R/C Inc. Employee Stock Ownership Trust 694,829(2) 13.1%
c/o Scudder Trust Company
5 Industrial Way
Salem, NH 03079
Lord, Abbett & Co. 653,070(3) 12.3%
767 Fifth Avenue
New York, NY 10153
Brinson Partners, Inc. 459,789(4) 8.6%
209 South LaSalle Street
Chicago, Illinois 60604-1295
Sharon M. Munger 396,333(5) 7.5%
7850 North Belt Line Road
Irving, Texas 75063
Cecil B. Phillips 348,348(2)(6) 6.6%
7850 North Belt Line Road
Irving, Texas 75063
Goldman, Sachs & Co. 318,400(7) 6.0%
Goldman Sachs Group, L.P.
85 Broad Street
New York, NY 10004
Heartland Advisors, Inc. 300,000(8) 5.6%
790 North Milwaukee Street
Milwaukee, Wisconsin 53202
Jack D. Wolf 220,300(9) 4.1%
7850 North Belt Line Road
Irving, Texas 75063
Elmer L. Taylor, Jr. 27,168 *
Route 1, Box 252
Jacksboro, Texas 76458
Rolan G. Tucker 9,405(2) *
200 Walnut Hill Ave., No. 5
Hillsboro, Texas 76645
Edward R. Anderson 0(10) *
7171 Forest Lane
Dallas, TX 75230
</TABLE>
4
<PAGE> 7
<TABLE>
<CAPTION>
AMOUNT PERCENTAGE OF
NAME AND ADDRESS BENEFICIALLY COMMON STOCK
OF BENEFICIAL OWNER OWNED(1) OUTSTANDING
------------------- ------------ -------------
<S> <C> <C>
Thomas J. Vacchiano, Jr. 0(11) *
Riverbend Two -- 3rd Floor
Two Omega Drive
P.O. Box 4900
Stamford, CT 06907-0900
John H. Friedman 0(12) *
415 Madison Ave.
20th Floor
New York, NY 10017
All directors and executive officers 1,091,994(13) 20.5%
as a group (17 persons)
</TABLE>
- ---------------
(1) Unless otherwise indicated, each person or group has sole voting and
dispositive power with respect to all these shares.
(2) The Trustee of the Employee Stock Ownership Trust (the "ESOT") votes the
shares held by the ESOT as directed by the beneficiaries of the ESOT.
Except in certain limited circumstances, the Trustee may acquire and
dispose of the assets of the ESOT only as the ESOT's Administrative
Committee directs. The Administrative Committee presently consists of Cecil
B. Phillips, Sharon M. Munger, and Rolan G. Tucker. As members of the
Committee, these persons may be deemed to share investment power with
respect to the shares held by the ESOT. The shares held by the ESOT are not
included in the number of shares reflected in the table as being owned by
these persons.
(3) Lord, Abbett & Co. is an investment adviser under section 203 of the
Investment Advisers Act of 1940.
(4) BPI, an Investment Adviser registered under section 203 of the Investment
Advisers Act of 1940, is an indirect wholly-owned subsidiary of UBS AG,
which is classified as a Bank as defined in Section 3(a)(b) of the
Securities Exchange Act of 1934. BPI and UBS AG disclaim beneficial
ownership of these securities.
(5) Does not include Ms. Munger's beneficial interest in 27,981 shares
allocated to her accounts with the ESOT or 49,000 shares subject to being
acquired by Ms. Munger under a warrant exercisable within 60 days of the
Record Date.
(6) Includes 171,112 shares owned by Mr. Phillips' former spouse, Catherine
Cook Phillips. Mr. Phillips holds an irrevocable proxy on these shares.
(7) The Goldman Sachs Group, L.P. is the parent holding company of Goldman,
Sachs & Co., a broker or dealer registered under Section 15 of the
Securities Exchange Act and an investment adviser registered under Section
203 of the Investment Advisers Act of 1940.
(8) These shares are held in investment advisory accounts of Heartland
Advisors, Inc., including Heartland Value Fund.
(9) Does not include Mr. Wolf's beneficial interest in 24,538 shares allocated
to his ESOT accounts or 50,000 shares subject to being acquired by Mr. Wolf
under a warrant exercisable within 60 days of the Record Date.
(10) Does not include 7,500 shares subject to being acquired by Mr. Anderson
under a warrant exercisable within 60 days of the Record Date.
(11) Does not include 7,500 shares subject to being acquired by Mr. Vacchiano
under a warrant that is not exercisable within 60 days of the Record Date.
(12) Does not include 7,500 shares subject to being acquired by Mr. Friedman
under a warrant that is not exercisable within 60 days of the Record Date.
(13) Does not include these persons' beneficial interests in shares allocated to
their ESOT accounts or shares subject to stock options or stock warrants
exercisable within 60 days of the Record Date.
* Less than 1%.
5
<PAGE> 8
INFORMATION CONCERNING THE BOARD OF DIRECTORS
AND COMMITTEES OF THE BOARD
IDENTIFICATION OF DIRECTORS
The names, ages, and related information of the nominees and all directors
of the Corporation as of March 17, 1999, appear below.
NOMINEES
<TABLE>
<CAPTION>
PRESENT OFFICE(S) DIRECTOR
NAME AGE HELD IN THE CORPORATION SINCE
---- --- ----------------------- --------
<S> <C> <C> <C>
Elmer L. Taylor, Jr. 72 Director and Vice Chairman of the 1981
Board
John H. Friedman 45 Director 1998
Thomas J. Vacchiano, Jr. 46 Director 1999
</TABLE>
Mr. Elmer L. Taylor, Jr., serves as M/A/R/C's Vice Chairman of the Board, a
position he has held since his election in December 1984. Upon his retirement
from active employment with M/A/R/C in 1988, Mr. Taylor became a consultant to
M/A/R/C and served in that capacity until December 1997. Mr. Taylor served as
President of Marketing And Research Counselors, Inc., from May 1983 until its
merger into M/A/R/C in December 1984 and as its Executive Vice President from
1968 to May 1983. Mr. Taylor was Chief Operating Officer of Marketing And
Research Counselors, Inc., from January 1982 until the merger of Marketing And
Research Counselors, Inc. into M/A/R/C in 1984.
Mr. Friedman has been Managing Director of Easton Capital Corporation, a
private investment firm, since 1991. From 1989 to 1991, he was the Managing
Partner of Security Pacific Capital Investors, a leveraged buyout and venture
capital firm. From 1981 to 1989, he was employed by E.M. Warburg Pincus & Co.
where his last position was Managing Director. Mr. Friedman graduated Magna Cum
Laude from Yale College in 1975 and received his J.D. degree from the Yale Law
School in 1978.
Thomas (Tom) J. Vacchiano, Jr. is Chief Executive Officer and President of
Xerox Engineering Systems, a Xerox New Enterprise company. Before joining Xerox
in September of 1997, Mr. Vacchiano was Vice President Worldwide Operations for
Digital Equipment Corporation. He was instrumental in the formation and
operation of Digital's Systems Business Unit. This business included product
development, marketing, sales, and support of Digital's high performance Alpha
systems around the world. Prior to joining Digital in 1994, Mr. Vacchiano spent
17 years with NCR Corporation and AT&T in a number of increasingly responsible
senior management positions. These assignments included Country Manager of
Mexico, Sales Vice President for Indirect Channels, Vice President of Marketing
for the PC line of business, and Vice President of Strategy and Business
Development.
DIRECTORS WHOSE TERM EXPIRES 2001
<TABLE>
<CAPTION>
PRESENT OFFICE(S) DIRECTOR
NAME AGE HELD IN THE CORPORATION SINCE
---- --- ----------------------- --------
<S> <C> <C> <C>
Cecil B. Phillips 74 Director and Chairman 1981
Emeritus
Rolan G. Tucker 74 Director 1983
Jack D. Wolf 45 Director, President, and Chief 1995
Operating Officer
</TABLE>
6
<PAGE> 9
Mr. Cecil B. Phillips served as Director, Chairman of the Board, and Chief
Executive Officer of M/A/R/C from May 1983 to August 1993 when he relinquished
the title of Chief Executive Officer. In January 1998, Mr. Phillips also
relinquished the title of Chairman of the Board and was elected to his present
position as Chairman Emeritus. As Chairman Emeritus, he continues as an active
M/A/R/C employee. Mr. Phillips also served as Chairman of the Board of Marketing
And Research Counselors, Inc., M/A/R/C's former principal operating subsidiary,
from May 1983 until its merger into M/A/R/C in December 1984; President and
Chief Operating Officer of M/A/R/C from February 1982 to May 1983; and as
President and Chief Executive Officer of Marketing And Research Counselors,
Inc., from July 1965 to May 1983.
Mr. Rolan G. Tucker, a certified public accountant, is active in numerous
business and civic affairs. Until 1989, he served as Chairman of the Board of
Metropolitan Savings and Loan Association, Dallas, Texas, for a period in excess
of five years. From 1976 until 1986, he also was President and Chief Executive
Officer of Metropolitan Savings. At the request of federal regulators, Mr.
Tucker also served as Chairman of the Board of Horizon Federal Savings and Loan,
New Orleans, Louisiana, from May 1987 until February 1989. Mr. Tucker was a
member of the Dallas City Council from 1980 to 1983, and he served several terms
as a member of the Board of Directors of the Federal Home Loan Bank of Dallas.
Mr. Jack D. Wolf is President and Chief Operating Officer of M/A/R/C,
positions he assumed in January 1998. Prior to that, Mr. Wolf had advanced
through the ranks of M/A/R/C into progressively responsible positions. Starting
as a data processing manager in 1976, Mr. Wolf was named manager of M/A/R/C's
Greensboro, North Carolina office in 1978. He was elected Vice President of
M/A/R/C in 1981; Senior Vice President in 1984; Executive Vice President in
1986; and President of the Targetbase Marketing division in 1990. Mr. Wolf is
active in several marketing organizations, including service on the Advisory
Council for the National Center for Database Marketing. In 1996 he was elected
to serve on the Direct Marketing Education Foundation Board of Trustees. In 1997
he became a member of the Master of Science in Marketing Research (MSMR)
Advisory Board at The University of Texas at Arlington.
DIRECTORS WHOSE TERMS EXPIRE AT THE
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD IN 2000
<TABLE>
<CAPTION>
PRESENT OFFICE(S) DIRECTOR
NAME AGE HELD IN THE CORPORATION SINCE
---- --- ----------------------- --------
<S> <C> <C> <C>
Sharon M. Munger 52 Director, Chairman of the 1983
Board, and Chief Executive
Officer
Edward R. Anderson 52 Director 1997
</TABLE>
Ms. Sharon Munger, Chief Executive Officer of M/A/R/C since August 1993,
assumed the additional duties of Chairman of the Board in January 1998. She
previously served as President and Chief Operating Officer since November 1986.
Ms. Munger has served in various executive positions with M/A/R/C and its
subsidiaries since January 1978.
Mr. Edward R. Anderson has been President and Chief Executive Officer of
CompuCom Systems, Inc., a leading provider of personal computer products and
services to large and medium sized businesses throughout the United States,
since January 1994. Mr. Anderson served as CompuCom's Chief Operating officer
from August 1993 through December 1993. Prior to joining CompuCom
(NASDAQ -- "CMPC"), Mr. Anderson served from May 1988 to July 1993 as President
and Chief Operating Officer of Computerland Corporation (now known as Vanstar),
a computer reseller.
7
<PAGE> 10
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
The M/A/R/C Board of Directors held four (4) meetings during the fiscal
year ended December 31, 1998, and took certain other action by unanimous
consent. Every director attended all of the meetings of the Board of Directors
and committees of the Board on which the director served, except that Ms. Munger
and Mr. Anderson each missed one Board meeting.
The Board of Directors has established three standing committees: an
Executive Committee, an Audit Committee, and a Compensation Committee.
The Executive Committee consists of Sharon M. Munger, Chair, Cecil B.
Phillips, and Jack D. Wolf. The Executive Committee may exercise all the
authority of the Board of Directors in the management of M/A/R/C's business and
affairs except as prohibited by law. The Executive Committee held two meetings
during the fiscal year ended December 31, 1998.
The members of the Audit Committee in 1998 were Rolan G. Tucker, Chair, and
Elmer L. Taylor, Jr. The Audit Committee is responsible for recommending to the
Board an independent accounting firm and, on behalf of the Board of Directors,
reviewing the independent accountants' audit and their annual report to
management. Additionally, the Audit Committee establishes M/A/R/C's investment
policies and oversees its investment portfolio. The Audit Committee held one (1)
meeting during the fiscal year ended December 31, 1998.
The Compensation Committee in 1998 consisted of Sharon M. Munger, Chair,
Cecil B. Phillips, and Rolan G. Tucker. The Compensation Committee is
responsible for reviewing and recommending the various compensation packages
offered to M/A/R/C's key executives and administering M/A/R/C's employee benefit
plans. The Compensation Committee also administers M/A/R/C's 1991 and 1997 stock
option plans. The Compensation Committee held two (2) meetings during the fiscal
year ended December 31, 1998.
COMPENSATION OF DIRECTORS
Each director who is not a M/A/R/C officer or employee is paid a director's
fee of $12,000 per annum. In addition, each outside director receives $6,000 per
year for each committee of the Board on which the director serves. Officers and
employees of M/A/R/C who serve as directors serve without pay beyond their
regular compensation. M/A/R/C reimburses all directors and officers for their
travel and other necessary business expenses incurred in the performance of
their services. Each director who is not an officer or an employee of M/A/R/C
and whose directorship began prior to January 24, 1997, is entitled to certain
benefits on retirement from M/A/R/C's Board of Directors. To be eligible for
these benefits, an outside director must have completed five years of service on
M/A/R/C's Board of Directors. Upon the director's retirement from the Board and
for a period equal to the total number of years of the director's service on the
Board, M/A/R/C will pay the director annual compensation equal to the average of
the annual compensation paid to the director in the three (3) highest years of
service prior to the director's retirement. These benefits are unfunded general
obligations. M/A/R/C accrues a portion of the cost of these benefits annually.
The aggregate amount expensed in 1998 was $72,000.
See "EXECUTIVE COMPENSATION."
8
<PAGE> 11
EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors is responsible for
reviewing and recommending the various compensation packages offered to
M/A/R/C's key executives. The following report sets out the elements and
describes the basis on which 1998 compensation determinations were made by the
Committee with respect to M/A/R/C's executive officers.
COMPENSATION COMMITTEE REPORT
COMPENSATION PHILOSOPHY
The Committee follows a series of guidelines when making compensation
decisions. The Committee believes that executive compensation programs for
M/A/R/C should accomplish the following:
- Attract, retain, and motivate highly talented individuals and offer
competitive levels of annual compensation for their expertise,
creativity, and leadership.
- Provide annual incentive opportunities which focus the executive's
efforts and attention on M/A/R/C's annual and long-term business
objectives and strategies, and offer awards for meeting M/A/R/C's
business goals.
- Align the executive's long-term vision and thinking with that of
M/A/R/C's owners by offering stock-based incentives which link the
executive's remuneration to returns experienced by shareholders.
In general, the Committee believes that it should set executive
compensation levels in the 75th percentile or higher of M/A/R/C's peer group in
order to attract and retain competent management. The Committee considers
information gleaned from public filings by other reporting companies engaged in
the marketing services industry, the compensation survey published each year by
the Council of American Survey Research Organizations (the primary trade
organization for the marketing research industry), and other available industry
information. The Committee believes that none of the companies it considered are
the companies that form either the S & P 500 composite or the DJ Other
Industrial Services composite as shown in the Comparison of Cumulative
Shareholder Return Chart at page 14.
COMPENSATION PROGRAMS AND POLICIES
To meet M/A/R/C's objectives, the Committee administers three components of
the executive compensation program:
- Base Salary
- Annual Incentive Awards
- Stock Ownership Programs
The Committee reviews these programs annually to ensure that they meet
M/A/R/C's compensation goals and specifications. The various elements of the
compensation program for executive officers are further discussed below:
BASE SALARY
The Committee believes that in order to retain top talent, it is crucial
that M/A/R/C offer competitive levels of base salary to its executives. The
Committee sets salary levels by evaluating the performance of the
9
<PAGE> 12
executive and by referencing M/A/R/C's competitive labor market. For the most
part, the Committee considers the competitive labor market to be other firms in
related segments of the marketing services industry and certain other business
services companies. The Committee reviews base salaries annually for
competitiveness and makes adjustments as it feels necessary.
In addition to using market data to set executive salaries, the Committee
also takes into consideration each executive's overall experience, expertise,
tenure with M/A/R/C, and length of service in the executive's current position
when setting appropriate salary levels. The Committee feels that this policy
provides stability and offers compensation that is commensurate with each
executive's relative position and contribution to M/A/R/C.
ANNUAL INCENTIVE COMPENSATION
A professional services business is uniquely dependent upon the expertise
and motivation of its employees for success. The Committee strongly believes in
providing performance incentives that promote the achievement of shared and
individual performance goals. Such incentives allow employees to share in the
rewards of their collective and individual performance for the Company. The
Committee generally relies on the Chief Executive Officer's recommendations when
making awards to those who report to the Chief Executive Officer. Bonuses are
awarded at the discretion of the Committee and may vary depending upon
individual performance and M/A/R/C's overall performance.
The incentive program is intended to deliver annual cash awards from the
bonus pool to participants based on their individual contributions to M/A/R/C
and their operating unit. Normally, the Committee sets aside a bonus pool each
year equal to 18.5% of M/A/R/C's income before taxes after giving effect to the
bonus pool calculation. In past years, this bonus generally ranged from 10% to
30% of base salary. Due to M/A/R/C's poor earnings performance, no bonus pool
was set up in 1998.
STOCK OWNERSHIP PROGRAMS
The Committee believes that if key executives are given opportunities to
own significant levels of M/A/R/C's stock, they will have strong incentives to
enhance the value of M/A/R/C. The Committee feels that the best interests of the
shareholders are served when there is a link between the executives'
compensation and the returns the shareholders receive from ownership. Thus,
M/A/R/C favors stock-based programs which deliver stock incentives to executives
and allow the executives the opportunity to increase their personal holdings in
M/A/R/C. The 1991 Nonstatutory Executive Stock Plan allows for the issuance of
stock options. The 1997 Stock Option Plan provides for the issuance of Incentive
Stock Options, Nonincentive Stock Options, and Limited SARs. Under these plans,
the stock-based instrument will appreciate in value if and only if M/A/R/C's
stock appreciates in value from the time of grant. In this manner, shareholders
are assured that participants will be motivated to act in a manner that benefits
shareholders.
DISCUSSION OF THE 1998 COMPENSATION FOR THE CHIEF EXECUTIVE OFFICER
Sharon M. Munger was appointed Chief Executive Officer in August 1993, in
addition to her responsibilities as President. At Ms. Munger's request, the
Committee held Ms. Munger's salary at the 1993 level of $275,000 during the
years 1994 through 1997 and tied part of her compensation to increases in the
value of the shareholders' equity. Ms. Munger disqualified herself from
eligibility for participation in the cash bonus pool in each of those years. In
1994, the Committee awarded a warrant entitling Ms. Munger to purchase 75,000
shares of M/A/R/C common stock at $7.17 per share (the market price on the date
of grant). Ms. Munger purchased 26,000 shares under this option in 1997. In 1996
the Committee issued
10
<PAGE> 13
210,000 shares of restricted common stock to Ms. Munger. The restrictions lapse
on 1/15th of the shares for each year Ms. Munger remains in M/A/R/C's
employment. In 1998, Ms. Munger's base salary was increased to $325,000. A
substantial portion of the Chief Executive Officer's compensation is still tied
to increases in shareholder value.
CONCLUSION
The Committee believes that M/A/R/C's compensation programs are reasonable
and competitive and offer opportunities for executives to be rewarded for
enhancing results. The stock-based incentive programs continue to provide the
necessary link between executive performance and shareholder returns.
Sharon M. Munger, Chair, and
Cecil B. Phillips, and
Rolan G. Tucker, members.
As of December 31, 1998.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee in 1998 was composed of one nonemployee director
and two employee directors -- Committee Chairman Sharon M. Munger and Cecil B.
Phillips. Ms. Munger's compensation as Chairman of the Board and Chief Executive
Officer is discussed above. Mr. Phillips, who is Chairman Emeritus, has a base
salary of $200,000 per year under an employment contract which secures his
exclusive services for M/A/R/C until February 15, 2008. The payments under the
contract continue regardless of Mr. Phillips' death or disability prior to
expiration. M/A/R/C also provides other benefits including an automobile, health
insurance, and reimbursement of expenses incurred on M/A/R/C's behalf. In
addition, Mr. Phillips received the fifth annual installment in 1998 under his
supplemental executive retirement plan, as discussed at page 17.
11
<PAGE> 14
SUMMARY TABLE OF EXECUTIVE COMPENSATION
The following table provides summary information concerning compensation of
M/A/R/C's Chief Executive Officer and each of the five other most highly
compensated executive officers for the periods indicated:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION AWARDS
----------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
-------------------------------- RESTRICTED -------- -----------
OTHER ANNUAL STOCK OPTIONS/ LONG-TERM ALL OTHER
NAME AND SALARY BONUS COMPENSATION AWARD(S) SARS INCENTIVE COMPENSATION
PRINCIPAL POSITION YEAR ($) ($) ($)(1) ($)(2) (#) PAYOUTS ($) ($)(3)
------------------ ---- ------- ------- ------------ ---------- -------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Cecil B. Phillips 1998 200,000 0 200,000 0 0 0 0
Director and 1997 200,000 0 200,000 0 0 0 0
Chairman 1996 200,000 75,000 200,000 0 0 0 0
Emeritus
Sharon M. Munger 1998 325,000 0 0 0 0 0 4,699
Director, 1997 275,000 0 0 0 0 0 7,019
Chairman of the 1996 275,000 0 0 2,100,000 0 0 3,580
Board and Chief
Executive Officer
Jack D. Wolf 1998 260,000 0 0 0 0 0 4,699
Director, 1997 240,000 0 0 0 50,000 0 6,763
President and 1996 225,000 0 0 1,050,000 0 0 3,580
Chief Operating
Officer
Scott E. Bailey 1998 200,000 0 0 0 8,000 0 4,699
Executive Vice 1997 200,000 0 0 0 0 0 4,854
President 1996 180,000 18,000 0 0 30,000 0 3,580
Jeffrey S. Walters 1998 200,000 0 0 0 10,000 0 4,699
Executive Vice 1997 190,000 28,000 0 0 6,900 0 6,777
President 1996 178,000 21,800 0 0 15,000 0 3,580
Beth A. Kuykendall 1998 200,000 0 0 0 13,000 0 4,699
Executive Vice 1997 160,000 24,153 0 0 17,000 0 6,234
President 1996 110,000 20,000 0 0 15,000 0 2,795
</TABLE>
- ---------------
(1) Payments under M/A/R/C's supplemental executive retirement plan.
(2) Market value of the restricted stock at the date of grant.
(3) All amounts in this column represent (i) share allocations made under the
employee stock ownership plan, and (ii) M/A/R/C's matching contributions
under the 401(k) plan.
12
<PAGE> 15
FAMILY RELATIONSHIPS
Ms. Corinne F. Maginnis, the sister of Director, Chairman, and Chief
Executive Officer Sharon M. Munger, is employed as an Executive Vice President
of M/A/R/C at an annual salary of $182,000.
Ms. Linda Kuykendall, the mother-in-law of Executive Vice President Beth
Kuykendall, is employed as M/A/R/C's Corporate Accounting Manager at an annual
salary of $75,012. In addition, Mr. Steve Kuykendall, husband of Ms. Beth
Kuykendall, is employed as Director of Financial Services in M/A/R/C's
Targetbase Marketing division at an annual salary of $58,300.
OPTION/SAR EXERCISES AND HOLDINGS
The following table sets out information with respect to the named
executive officers concerning the exercise of options during the last fiscal
year and unexercised options and SARs held as of the end of the fiscal year:
AGGREGATED OPTIONS/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTIONS/SAR VALUE
<TABLE>
<CAPTION>
VALUE OF
NUMBER OF UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS/SARS AT OPTIONS/SARS AT
FY-END FY-END
--------------- ---------------
SHARES ACQUIRED EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE VALUE REALIZED($) UNEXERCISABLE UNEXERCISABLE
---- --------------- ----------------- --------------- ---------------
<S> <C> <C> <C> <C>
Cecil B. Phillips 0 0 0 $ 0
0 0
Sharon M. Munger 0 0 49,000 $169,295
0 0
Jack D. Wolf 0 0 50,000 $ 0
0 0
Scott E. Bailey 0 0 18,600 $ 28,380
29,300 $ 14,190
Jeffrey S. Walters 0 0 19,200 $ 56,760
29,200 $ 14,190
Beth A. Kuykendall 0 0 12,000 $ 25,800
40,500 $ 6,450
</TABLE>
COMPARISON OF CUMULATIVE SHAREHOLDER RETURN
The following graph provides a comparison with the stated indices of the
yearly percentage change in M/A/R/C's cumulative total shareholder return on its
common stock for a five-year period, as required by the Rules of the U.S.
Securities and Exchange Commission:
13
<PAGE> 16
COMPARISON OF CUMULATIVE SHAREHOLDER RETURN 1993 - 1999
<TABLE>
<CAPTION>
MEASUREMENT PERIOD M/A/R/C S&P 500
(FISCAL YEAR COVERED) INC. INDEX PEER GROUP
<S> <C> <C> <C>
DEC 93 100 100 100
DEC 94 159.38 101.32 98.68
DEC 95 186.75 139.40 120.55
DEC 96 285.33 171.40 134.58
DEC 97 358.38 228.59 163.34
DEC 98 215.81 293.91 169.26
</TABLE>
Data Source: S&P Compustat Services
COMPENSATION UNDER PLANS
ESOP AND 401(K) PLAN
Substantially all salaried employees, including officers, are eligible to
participate in M/A/R/C's Employee Stock Ownership Plan and its related Section
401(k) Plan (the "ESOP and 401(k) Plan"). There were 772 employees participating
in the ESOP and 401(k) Plan at December 31, 1998. The ESOP and 401(k) Plan may
purchase shares of common stock for the benefit of participating employees. The
ESOP and 401(k) Plan may be amended by the Board of Directors at any time. Any
amendment could have the effect of increasing the cost of the ESOP and 401(k)
Plan to M/A/R/C. No amendment, however, may divert any part of the trust fund
for the ESOP and 401(k) Plan to purposes other than the exclusive benefit of
participants in the ESOP and 401(k) Plan and their beneficiaries.
Participating employees may contribute up to the lesser of 10% of their
salary or $9,500 (or, if greater, the maximum amount permitted under the
applicable Internal Revenue Service regulations) to the ESOP and 401(k) Plan
through payroll deductions. M/A/R/C's matching contributions, if any, are
determined by the Compensation Committee of the Board of Directors based on
M/A/R/C's performance at the close of the fiscal year.
The ESOP and 401(k) Plan also affords additional investment options,
including an equity fund, a fixed income fund, and a bond fund in addition to a
M/A/R/C stock fund.
14
<PAGE> 17
When a participant in the ESOP and 401(k) Plan terminates employment, he
may have a vested benefit in the amounts allocated to his account. The employee
is eligible to participate after one year of employment, and vesting occurs at
the end of the fifth year of participation.
In January 1993, the Corporation loaned $2,500,000 to the Employee Stock
Ownership Plan for the purpose of acquiring M/A/R/C common stock in the open
market or in negotiated transactions. The loan is repayable over a 15-year
period with interest at 7.04% per annum. As of the Record Date, 458,277 shares
of M/A/R/C common stock had been acquired in open market transactions at an
aggregate cost of $2,446,000, or an average of $5.34 per share. As of December
31, 1998, a total of 183,311 shares had been allocated to the ESOP participants.
The remaining shares are committed to be released ratably over the remaining
life of the ESOP loan. M/A/R/C made a cash contribution of $167,000 to the ESOP
for the fiscal year ended December 31, 1998. This contribution, together with
the dividends paid on unallocated shares, provided the funds the ESOP needed to
pay the $259,000 installment due to M/A/R/C in 1998 on the loan. M/A/R/C
recorded an expense of $449,000 in connection with the release of 30,552 shares
to the participants' accounts.
PENSION PLAN
Substantially all M/A/R/C employees, including officers, are also eligible
for participation in M/A/R/C's pension plan (the "Pension Plan"). There were 950
persons participating in the Pension Plan as of January 1, 1998. The Pension
Plan provides that it may be amended by the Board of Directors at any time. Any
amendment could have the effect of increasing the cost of the Pension Plan to
M/A/R/C. No amendment, however, may divert any part of the trust fund for the
Pension Plan to purposes other than the exclusive benefit of participants in the
Pension Plan and their beneficiaries.
The cash compensation table does not include the accrual of contributions
to the Pension Plan for the account of specified persons, since the Pension Plan
is a defined benefit plan, and the accrual in respect of a specified person is
not separately or individually calculated by the actuaries for the Pension Plan.
The Pension Plan provides, in general, for monthly payments to, or on
behalf of, each covered employee upon the employee's retirement at his or her
social security retirement age, disability, or death, based upon years of
service, and the highest average monthly rate of compensation for the five
highest consecutive years preceding retirement. The compensation covered by the
Pension Plan includes all amounts paid to participants for performance of
personal services that are required to be reported as wages for federal income
tax purposes.
Average monthly rate of compensation ("Average Monthly Compensation") is
determined by averaging pay in the five consecutive years of employment that
produce the highest average.
The Pension Plan provides a lifetime monthly pension commencing at the
participant's social security retirement age which is equal to:
(a) 1.5% of Average Monthly Compensation, multiplied by the number of
years of benefit service, less
(b) 1.25% of the primary social security benefit payable to the
participant upon retirement, multiplied by the number of years of
benefit service (limited to a maximum of 35 years).
No participant receives a benefit less than $12.00 per month per year of
benefit service.
The amount of pension actually accrued under the pension formula is payable
as a life annuity. If the participant is married, the benefit is payable in the
form of an actuarially reduced benefit with 50% of the benefit then payable to
the surviving spouse upon the death of the retired participant.
15
<PAGE> 18
The following table shows the estimated annual benefits payable at age 65
to persons in specified compensation and benefit service categories (assuming
the participant reaches normal retirement during 1998):
<TABLE>
<CAPTION>
HIGHEST ESTIMATED ANNUAL PENSION BENEFIT UPON
CONSECUTIVE RETIREMENT WITH INDICATED YEARS OF CREDITED SERVICE
FIVE-YEAR AVERAGE -------------------------------------------------------
SALARY 15 20 25 30 35
----------------- -------- -------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
$ 40,000........................... $ 6,242 $ 8,322 $ 10,403 $ 12,483 $ 14,564
90,000........................... 17,170 22,893 28,616 34,340 40,063
120,000........................... 23,920 31,893 39,866 47,840 55,813
160,000........................... 32,920 43,893 54,866 65,840 76,813
</TABLE>
In no event may the estimated benefit exceed the maximum benefit limitation
under Section 415 of the Internal Revenue Code. The maximum benefit allowable
under Section 415 during 1998 amounts to $130,000 unless, prior to January 1,
1983, a higher benefit had been accrued under prior law. In that case, the
maximum benefit limitation will be the actual benefit accrued subject to a
maximum of $136,425. For 1998, earnings in excess of $160,000 were not
considered in determining plan benefits. Benefits accrued to December 31, 1988,
are protected.
The credited years of service under the Pension Plan and the current yearly
compensation covered by the Pension Plan for M/A/R/C's five most highly
compensated executive officers whose compensation during the fiscal year ended
December 31, 1998, exceeded $80,000, and who are eligible to participate in the
Pension Plan, are as follows:
<TABLE>
<CAPTION>
CURRENT
CREDITED COMPENSATION
YEARS OF COVERED BY
NAME OF INDIVIDUAL SERVICE PLAN
------------------ -------------- ------------
<S> <C> <C>
Sharon M. Munger............................................ 26 $160,000
Jack D. Wolf................................................ 23 $160,000
Scott E. Bailey............................................. 16 $160,000
Jeffrey S. Walters.......................................... 15 $160,000
Beth A. Kuykendall.......................................... 11 $160,000
</TABLE>
1997 STOCK OPTION PLAN
M/A/R/C's 1997 Stock Option Plan (the "1997 Plan") was adopted by M/A/R/C's
shareholders on April 17, 1997. As of December 31, 1998, options to acquire
471,150 shares were outstanding at an average price of $14.68, and none of these
were exercisable. No options have been issued in tandem with SARs as permitted
by the 1997 Plan. The 1997 Plan was designed to serve as an incentive for
attracting and retaining qualified and competent employees.
The Compensation Committee of the Board of Directors administers and
interprets the 1997 Plan.
Each option is exercisable after the period or periods specified in the
option agreement, but no option is exercisable after the expiration of ten years
from the date of grant.
Three of M/A/R/C's five most highly compensated executive officers were
granted stock options under the 1997 Plan during the fiscal year ended December
31, 1998.
16
<PAGE> 19
NONSTATUTORY EXECUTIVE STOCK PLAN
In 1991 the Board of Directors adopted a Nonstatutory Executive Stock Plan
(the "NESP"), reserving 360,000 shares of M/A/R/C's common stock for issuance
upon the exercise of options granted under the NESP. In September 1994, the NESP
was amended to reserve an additional 450,000 shares for issuance. During 1998,
no options to purchase shares of common stock were granted. No options were
cancelled. Options on 44,100 shares were exercised. At December 31, 1998:
options on 347,715 shares of common stock were outstanding under the NESP at an
average price of $8.81 per share; there were 183,405 shares still available for
grant; and options on 200,496 shares were exercisable. The NESP is designed to
attract, motivate, and retain highly competent management level employees.
The Compensation Committee of the Board of Directors administers and
interprets the NESP. The NESP provides for the granting of nonstatutory stock
options on terms and at prices determined by the Committee; but the exercise
price must not be less than the greater of (i) the book value or (ii) the par
value of the common stock on the date of grant. Each option is exercisable after
the period or periods specified in the option agreement, but no option may be
exercised after the expiration of ten years from the date of grant. The options
and the shares issued under the NESP are restricted securities.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLANS
M/A/R/C maintains five supplemental executive retirement plans ("SERPs").
The SERPs are unfunded general obligations for which M/A/R/C reserves each year.
Subject to certain conditions, each of the SERPs vests over a ten-year period
from age 50 to age 60. The SERP becomes payable in ten annual installments when
the covered employee reaches his or her retirement age under the Pension Plan.
Four of the SERPs have fully vested and annual payments have commenced on three
of them. One of the beneficiaries is Cecil B. Phillips, one of M/A/R/C's five
most highly compensated executive officers. Mr. Phillips received $200,000 in
1998 and will receive $200,000 in 1999 and in each of the five years following.
M/A/R/C has reserved an aggregate of $1,774,000 to cover these SERPs.
If any key employee covered by a SERP dies or becomes disabled prior to the
expiration of benefits, the benefits will be paid to the disabled employee or to
a beneficiary named by the employee.
INDEPENDENT ACCOUNTANTS
PricewaterhouseCoopers LLP served as M/A/R/C's independent auditors during
fiscal 1998 and will continue as M/A/R/C's independent auditors during fiscal
1999. Representatives of PricewaterhouseCoopers LLP are expected to be present
at the Annual Meeting with the opportunity to make a statement if they desire to
do so and are expected to be available to respond to appropriate questions.
17
<PAGE> 20
DATE FOR RECEIPT OF SHAREHOLDER PROPOSALS
Pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as
amended, shareholders may present proper proposals for inclusion in M/A/R/C's
proxy statement and for consideration at its Annual Meeting of Shareholders by
submitting their proposals in a timely manner. In order to be included for the
Annual Meeting of Shareholders to be held in 2000, shareholder proposals must be
received by M/A/R/C no later than December 31, 1999, and must otherwise comply
with the requirements of Rule 14a-8.
By Order of the Board of Directors
[Harold R. Curtis signature]
Harold R. Curtis
Secretary
March 30, 1999
Irving, Texas
18
<PAGE> 21
THE M/A/R/C GROUP
7850 NORTH BELT LINE ROAD
IRVING, TEXAS 75063
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The undersigned (1) acknowledges receipt of the Notice, dated March
P 30, 1999, of the Annual Meeting of Shareholders of The M/A/R/C Group (the
Company) to be held at the principal offices of the Company, 7850 North
R Belt Line Road, Irving, Texas 75063, May 11, 1999, at 11:00 a.m., Dallas
time, and the Proxy Statement attached to the Notice; and (2) appoints
O Cecil B. Phillips, Sharon M. Munger, and Harold R. Curtis, and each of
them, as Proxies, each with power to appoint his substitute, to represent
X and vote, as designated below, all the shares of Common Stock, par value
$1.00 per share, of the Company held of record by the undersigned on March
Y 17, 1999 (the Record Date), or with respect to which the undersigned is
entitled to vote and act, at the meeting and any adjournment(s) thereof.
The undersigned hereby revokes any proxy or proxies heretofore given
to vote upon or act with respect to such stock and hereby ratifies and
confirms all that the Proxies, their substitutes, or any of them, may
lawfully do by virtue hereof.
---------------
SEE REVERSE
SIDE
---------------
<PAGE> 22
THE M/A/R/C GROUP
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY.
<TABLE>
<S> <C>
1. Election of Directors, Nominees: Elmer L. Taylor, Jr., 2. In the discretion of the trustee or its proxies on
John H. Friedman, and Thomas J. Vacchiano, Jr. any other matter that may properly come before the
meeting or any adjournment(s) thereof.
FOR WITHHELD FOR ALL
ALL ALL EXCEPT
[ ] [ ] [ ] ------------------- FOR Against Abstain
Nominee Exception [ ] [ ] [ ]
(INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominees name in the space provided above.)
THIS PROXY WILL BE VOTED AS SPECIFIED ABOVE. IF NO
SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED
FOR THE ELECTION AS DIRECTORS OF THE PERSONS
LISTED ABOVE AND IN THE PROXY STATEMENT AND IN THE
DISCRETION OF THE PROXIES UPON SUCH OTHER BUSINESS
AS MAY PROPERLY COME BEFORE THE MEETING OR ANY
ADJOURNMENT(S) THEREOF.
SIGNATURE(S) Dated: , 1999
--------------------- ---
SIGNATURE(S) Dated: , 1999
--------------------- ---
Please execute this Proxy as your name appears herein. When shares are held by joint tenants, both should sign. When signing as
attorney, executor, administrator, trustee, or guardian, please give full title as such. If a corporation, please sign in full
corporate name by the president or other authorized officer. If a partnership, please sign in partnership name by authorized
person. If shares are held jointly, each shareholder named should sign.
</TABLE>
<PAGE> 23
ESOP BALLOT
CONFIDENTIAL VOTING INSTRUCTIONS FOR ANNUAL MEETING
OF SHAREHOLDERS OF THE M/A/R/C GROUP TO BE HELD MAY 11, 1999
The undersigned participant in the M/A/R/C Inc. Employee Stock Ownership
Plan (the "Plan") acknowledges receipt of (1) the Notice of Annual Meeting of
Shareholders of The M/A/R/C Group (the "Company") to be held at the principal
offices of the Company, 7850 North Belt Line Road, Irving, Texas, 75063, May 11,
1999, at 11:00 a.m., Dallas time, and (2) the accompanying Proxy Statement. The
undersigned directs Scudder Trust Company, Trustee, to vote (or cause to be
voted) all shares of the Company's Common Stock allocated to the undersigned's
account under the Plan and standing in the Trustee's name on March 17, 1999, as
follows:
-------------
SEE REVERSE
SIDE
-------------
<PAGE> 24
THE M/A/R/C GROUP
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY.
<TABLE>
<S> <C>
1. Election of Directors, Nominees: Elmer L. Taylor, Jr., 2. In the discretion of the trustee or its proxies on
John H. Friedman, and Thomas J. Vacchiano, Jr. any other matter that may properly come before the
meeting or any adjournment(s) thereof.
FOR WITHHELD FOR ALL
ALL ALL EXCEPT
[ ] [ ] [ ] ------------------- FOR AGAINST ABSTAIN
Nominee Exception [ ] [ ] [ ]
(INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominees name in the space provided above.)
THESE CONFIDENTIAL VOTING INSTRUCTIONS ARE
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
THE COMPANY
Name (Please Print)
------------------------------
Signature of Participant Dated: , 1999
------------ --
Please sign your name as your account is maintained under the Plan and return
promptly in the envelope provided.
</TABLE>
