<PAGE> 1
FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)
MAY 10, 1999
THE M/A/R/C(R) GROUP ESOP/401(K) PLAN
(Exact name of registrant as specified in charter)
Texas 0-13217 75-1781525
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
7850 NORTH BELT LINE ROAD
IRVING, TEXAS 75063
(Address of principal executive offices) (Zip Code)
(Registrant's telephone number, including area code (972) 506-3400
N/A
(Former name or former address, if changed since last report)
<PAGE> 2
Item 4. Changes in Registrant's Certifying Accountant
(a) Previous independent accountants
(i) On May 10, 1999, PricewaterhouseCoopers LLP resigned as the
independent accountants of The M/A/R/C(R) Group ESOP/401(k)
Plan.
(ii) The reports of PricewaterhouseCoopers LLP on the financial
statements for the past two fiscal years contained no adverse
opinion or disclaimer of opinion and were not qualified or
modified as to uncertainty, audit scope, or accounting
principle.
(iii) In connection with its audits for the two most recent fiscal
years and through May 10, 1999, there have been no
disagreements with PricewaterhouseCoopers LLP on any matter of
accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which
disagreements if not resolved to the satisfaction of
PricewaterhouseCoopers LLP would have caused them to make
reference thereto in their report on the financial statement
for such years.
(iv) During the two most recent fiscal years and through May 10,
1999, there have been no reportable events (as defined in
Regulation S-K Item 304(a)(l)(v)).
(v) The Registrants has requested that PricewaterhouseCoopers LLP
furnish it with a letter addressed to the SEC stating whether
or not it agrees with the above statements. A copy of such
letter dated May 10, 1999, is filed as Exhibit 16 to this Form
8-K.
(b) New independent accountants
(i) The Registrant engaged Sutton Frost Cary, LLP as its new
independent accountant as of May 10, 1999. During the two most
recent fiscal years and through May 10, 1999, the Registrant
has not consulted with Sutton Frost Cary, LLP regarding either
(i) the application of accounting principles to a specified
transaction, either completed or proposed; or the type of
audit opinion that might be rendered on the Registrant's
financial statements, and either a written report was provided
to the Registrant or oral advice was provided that Sutton
Frost Cary, LLP concluded was an important factor considered
by the Registrant in reaching a decision as to the accounting,
auditing, or financial reporting issue; or (ii) any matter
that was either the subject of a disagreement, as that term is
defined in Item 304(a)(l)(iv) of Regulation S-K and the
related instructions to Item 304 of Regulation S-K, or a
reportable event, as that term is defined in Item 304(a)(l)(v)
of Regulation S-K.
Item 7. Exhibits
16 Letter from PricewaterhouseCoopers LLP agreeing with
statements contained in Form 8-K.
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
The M/A/R/C(R) Group ESOP/401(k) Plan
/s/ HAROLD CURTIS
-------------------------------------
Name: Harold Curtis
Title: Chief Financial Officer
Date: May 10, 1999 By /s/ CECIL B. PHILLIPS
-------------------------------------
Name: Cecil B. Phillips
Title: Member of Plan Administrative
Committee
INDEX TO EXHIBIT
Exhibit Number Description
16 Letter from PricewaterhouseCoopers LLP agreeing with
statements contained in Form 8-K.
<PAGE> 1
EXHIBIT 16
[PRICEWATERHOUSECOOPERS LETTERHEAD]
May 10, 1999
Mr. Harold Curtis
Chief Financial Officer
M/A/R/C Inc.
7850 North Belt Line Road
Irving, Texas 75063
Dear Mr. Curtis:
This is to confirm that the client-auditor relationship between The M/A/R/C/
Group ESOP/401(k) Plan (SEC File Number 0-13217) and PricewaterhouseCoopers LLP
has ceased.
Very truly yours,
/s/ PRICEWATERHOUSECOOPERS LLP
cc: Office of the Chief Accountant
SECPS Letter File
Securities and Exchange Commission
Mail Stop 11-3
450 Fifth Street, N.W.
Washington, D.C. 20549
