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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, 1998
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(R) GROUP ESOP/401(k) 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(R) INC.
7850 NORTH BELT LINE ROAD
IRVING, TEXAS 75063
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ITEM 1. CHANGES IN THE PLAN
During 1998, the Plan was amended to allow a Participant to obtain
In-service withdrawals and Loans against the Vested portion of his or her ESOP
account. The Vesting schedule was modified and Participants are 100% vested
after completing three years of service. During 1997, 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
Three funds were added to the 401(k) Plan fund options in 1998.
Participants may elect to have contributions credited to their accounts in
increments of 1% 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 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:
Company Participant
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1998 $537,398 $1,933,800
1997 $503,555 $2,001,480
1996 259,006 910,055
1995 518,011 829,827
1994 0 655,268
Employee contributions began April 16, 1987.
ITEM 4. PARTICIPATING EMPLOYEES
As of December 31, 1998, there were 822 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
Scudder Kemper Investments, trustee, holds all of the Plan's
assets and 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 1998:
PAID BY M/A/R/C INC.
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Paid to:
Legal 0
Scudder 39,776
Towers Perrin 0
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 and 1998, Plan funds were invested in Company common
stock, equity securities (foreign and domestic), 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
15 of the Annual Report to Participants of the Plan for the Plan year ended
December 31, 1998, 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 29, 1999
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