===========================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________
FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One):
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
For the fiscal year ended December 31, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934.
For the transition period from __________ to __________
Commission file number: 0-015264
A. Full title of the plan and the address of the plan, if
different from that of the issuer named below: Manatron, Inc.
Employee Stock Ownership and Salary Deferral Plan
B. Name of issuer of the securities held pursuant to the
plan and the address of its principal executive office:
Manatron, Inc., 2970 South 9th Street, Kalamazoo, Michigan 49009
===========================================================================
MANATRON, INC.
EMPLOYEE STOCK OWNERSHIP AND SALARY DEFERRAL PLAN
FINANCIAL STATEMENTS AND SCHEDULES
AS OF DECEMBER 31, 1995
TOGETHER WITH AUDITORS' REPORT
ARTHUR ANDERSEN LLP
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Administrative Committee of the
Manatron, Inc. Employee Stock Ownership
and Salary Deferral Plan:
We have audited the accompanying statements of net assets available for
plan benefits of the Manatron, Inc. Employee Stock Ownership and Salary
Deferral Plan as of December 31, 1995, and the related statement of changes
in net assets available for plan benefits for the year then ended. These
financial statements and the supplemental schedules referred to below are
the responsibility of the Plan's management. Our responsibility is to
express an opinion on these financial statements and supplemental schedules
based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the net assets available for plan benefits as of
December 31, 1995, and the changes in net assets available for plan
benefits for the years then ended, in conformity with generally accepted
accounting principles.
Our audit was performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of
assets held for investment purposes and reportable transactions are
presented for the purpose of additional analysis and are not a required
part of the basic financial statements but are supplementary information
required by the Department of Labor's Rules and Regulations for Reporting
and Disclosure under the Employee Retirement Income Security Act of 1974.
The fund information in the statement of net assets available for plan
benefits and the statement of changes in net assets available for plan
benefits is presented for purposes of additional analysis rather than to
present the net assets available for plan benefits and changes in net
assets available for plan benefits of each fund. The supplemental
schedules have been subjected to the auditing procedures applied in the
audit of the basic financial statements and, in our opinion, are fairly
stated in all material respects in relation to the basic financial
statements taken as a whole.
The accompanying supplemental schedules do not disclose historical cost
related information for certain of the Plan's investments. Disclosure of
this information, which is not considered material to the financial
statements taken as a whole, is required by the Department of Labor Rules
and Regulations for Reporting and Disclosing under the Employee Retirement
Income Security Act of 1974.
/s/ Arthur Andersen LLP
Grand Rapids, Michigan
May 20, 1996
<TABLE>
MANATRON, INC.
EMPLOYEE STOCK OWNERSHIP AND SALARY DEFERRAL PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
AS OF DECEMBER 31, 1995
<CAPTION>
1995
ASSETS:
<S> <C>
Participant directed investments (Note 1):
Manatron, Inc. Common Stock Fund $ 45,255
Guaranteed Investment Contract Fund 235,828
Munder Intermediate Bond Fund 13,494
Fidelity Magellan Fund 388,478
Fidelity Puritan Fund 349,846
Fidelity Worldwide Fund 246,795
Munder Small Company Growth Fund 142,318
Munder Balanced Fund 58,473
Munder Index 500 Fund 271,512
Total participant directed investments 1,751,999
Employee Stock Ownership Plan investments:
Unallocated Shares of Manatron, Inc. common stock 257,148
Shares of Manatron, Inc. common
stock allocated to participants 28,568
Total Employee Stock Ownership Plan investments 285,716
Total plan assets 2,037,715
LIABILITIES:
Loan payable to bank 450,000
Total liabilities 450,000
NET ASSETS AVAILABLE FOR PLAN BENEFITS $1,587,715
</TABLE>
The accompanying notes to financial statements are
an integral part of this statement.
-1-
<TABLE>
MANATRON, INC.
EMPLOYEE STOCK OWNERSHIP AND SALARY DEFERRAL PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1995
<CAPTION>
PARTICIPANT DIRECTED INVESTMENTS
COMERICA, INC.
MANATRON INVESTMENT MUNDER FIDELITY FIDELITY FIDELITY
STOCK CONTRACT INTERMEDIATE MAGELLAN PURITAN WORLDWIDE
FUND FUND BOND FUND FUND FUND FUND
<S> <C> <C> <C> <C> <C> <C>
ADDITIONS TO NET ASSETS
ATTRIBUTED TO:
Investment income (loss):
Net appreciation (depreciation) in
fair value of investments $(29,658) $ - $ 312 $ 20,531 $ 29,152 $ 5,417
Interest and dividends 375 8,544 494 21,238 17,174 2,702
Total investment income (loss) (29,283) 8,544 806 41,769 46,326 8,119
Contributions:
Employee 26,462 62,819 4,839 114,645 104,399 81,713
Employer 4,498 10,831 789 17,004 16,839 13,358
Rollovers into Plan 4,210 31,056 3,964 31,738 31,427 19,851
Total contributions 35,170 104,706 9,592 163,387 152,665 114,922
Total additions 5,887 113,250 10,398 205,156 198,991 123,041
DEDUCTIONS FROM NET ASSETS
ATTRIBUTED TO:
Benefit payments (12,461) (63,936) (557) (22,266) (102,457) (10,946)
Interest expense - - - - - -
Total deductions (12,461) (63,936) (557) (22,266) (102,457) (10,946)
FUNDS RECEIVED FROM ATEK MERGER - - - - - -
INTERFUND TRANSFERS 51,829 186,514 3,653 205,588 253,312 134,700
TRANSFER BETWEEN TRUSTEES - - - - - -
ALLOCATION OF 14,284 ESOP SHARES - - - - - -
Net increase (decrease) 45,255 235,828 13,494 388,478 349,846 246,795
-2-
NET ASSETS AVAILABLE FOR PLAN
BENEFITS,
Beginning of year - - - - - -
End of year $ 45,255 $235,828 $13,494 $388,478 $349,846 $246,795
</TABLE>
<TABLE>
<CAPTION>
MUNDER MUNDER MUNDER
SMALL COMPANY BALANCED INDEX 500
GROWTH FUND FUND FUND
<S> <C> <C>
$ 15,830 $ 5,282 $ 23,802
15,781 894 15,760
31,611 6,176 39,562
52,608 19,912 79,556
7,572 3,954 12,316
25,126 7,123 29,715
85,306 30,989 121,587
116,917 37,165 161,149
(3,886) (515) (21,714)
- - -
(3,886) (515) (21,714)
225,958 - -
(989,496) 21,823 132,077
792,825 - -
- - -
142,318 58,473 271,512
-3-
- - -
$142,318 $ 58,473 $271,512
</TABLE>
The accompanying notes to financial statements are
an integral part of this statement.
-4-
<TABLE>
MANATRON, INC.
EMPLOYEE STOCK OWNERSHIP AND SALARY DEFERRAL PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1995
(CONTINUED)
<CAPTION>
PARTICIPANT DIRECTED INVESTMENTS
PRINCIPAL MUTUAL LIFE INSURANCE COMPANY
SMALL INVESTMENT U.S. MONEY REAL BOND AND
COMPANY CONTRACT STOCK MARKET ESTATE MORTGAGE
GROWTH FUND FUND FUND FUND FUND FUND
<S> <C> <C> <C> <C> <C> <C>
ADDITIONS TO NET ASSETS
ATTRIBUTED TO:
Investment income (loss):
Net appreciation (depreciation) in
fair value of investments $ - $ - $ - $ - $ - $ -
Interest and dividends - - - - - -
Total investment income (loss) - - - - - -
Contributions:
Employee - - - - - -
Employer - - - - - -
Rollovers into Plan - - - - - -
Total contributions - - - - - -
Total additions - - - - - -
DEDUCTIONS FROM NET ASSETS
ATTRIBUTED TO:
Benefit payments - - - - - -
Interest expense - - - - - -
Total deductions - - - - - -
FUNDS RECEIVED FROM ATEK MERGER - - - - - -
INTERFUND TRANSFERS - - - - - -
TRANSFER BETWEEN TRUSTEES (11,616) (399,247) (170,061) (41,768) (4,754) (65,308)
ALLOCATION OF 14,284 ESOP SHARES - - - - - -
Net increase (decrease) (11,616) (399,247) (170,061) (41,768) (4,754) (65,308)
-5-
NET ASSETS AVAILABLE FOR PLAN
BENEFITS,
Beginning of year 11,616 399,247 170,061 41,768 4,754 65,308
End of year $ - $ - $ - $ - $ - $ -
</TABLE>
<TABLE>
<CAPTION>
EMPLOYEE STOCK OWNERSHIP
PLAN INVESTMENTS
INTERNATIONAL STOCK VALUE
STOCK INDEX STOCK
FUND FUND FUND ALLOCATED UNALLOCATED TOTAL
<S> <C> <C> <C> <C> <C>
$ - $ - $ - $(21,432) $(192,852) $ (143,616)
- - - - - 82,962
- - - (21,432) (192,852) (60,654)
- - - - - 546,953
- - - - 71,927 159,088
- - - - - 184,210
- - - - 71,927 890,251
- - - (21,432) (120,925) 829,597
- - - - - (238,738)
- - - - (21,927) (21,927)
- - - - (21,927) (260,665)
- - - - - 225,958
- - - - - -
(88,553) (11,362) (156) - - -
- - - 50,000 (50,000) -
(88,553) (11,362) (156) 28,568 (192,852) 794,890
-6-
88,553 11,362 156 - - 792,825
$ - $ - $ - $ 28,568 $(192,852) $1,587,715
</TABLE>
The accompanying notes to financial statements are
an integral part of this statement.
-7-
MANATRON, INC.
EMPLOYEE STOCK OWNERSHIP AND SALARY DEFERRAL PLAN
NOTES TO FINANCIAL STATEMENTS
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The accompanying financial statements are presented on the
accrual basis of accounting.
INVESTMENTS
The quoted market price, as reported by Comerica, Inc., the
trustee, was used to approximate the current value for all
investments other than the guaranteed investment contract value.
The Guaranteed Investment Contract Fund is fully benefit
responsive, as described in AICPA Statement of Position No. 94-4,
"Reporting of Investments Contracts Held by Health and Welfare
Benefit Plans and Defined Contribution Pension Plans" (SOP 94-4)
and therefore, reported at contract values as reported by the
trustee. Net appreciation (depreciation) in fair value of
investments included in the Statement of Changes in Net Assets
Available for Plan Benefits is comprised of unrealized gains or
losses resulting from changes in market prices and realized gains
and losses on sales of investments.
Under Department of Labor Reporting Regulations, the Plan is
required to include the historical cost information in the
accompanying supplemental schedules. The Plan is currently
unable to comply with certain of these requirements due to the
unavailability of the information from Principal Mutual Life
Insurance Company.
CHANGE IN TRUSTEE
Effective January 1, 1995, the Plan changed trustees from
Principal Mutual Life Insurance Company to Comerica, Inc.
Accordingly, plan investments previously held by Principal Mutual
Life Insurance Company were liquidated and the resultant funds
transferred to Comerica, Inc. (the "Trustee").
-8-
MANATRON, INC.
EMPLOYEE STOCK OWNERSHIP AND SALARY DEFERRAL PLAN
NOTES TO FINANCIAL STATEMENTS
(Continued)
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued
USE OF ESTIMATES
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the amounts reported
in the financial statements and accompanying notes. Actual
results could differ from those estimates.
(2) DESCRIPTION OF PLAN
The following description of the Manatron, Inc. Employee Stock
Ownership and Salary Deferral Plan (the "Plan") provides only
general information. Participants should refer to the Plan
agreement, as amended, for a more complete description of the
Plan's provisions.
GENERAL
The Plan was established in 1988, by Manatron, Inc. (the
"Company" or "Sponsor") as the Manatron, Inc. Salary Deferral
Plan. In the current year, the Company amended the Plan to
include a leveraged employee stock ownership plan ("ESOP")
feature, and renamed the Plan the Manatron, Inc. Employee Stock
Ownership and Salary Deferral Plan. The Plan is designed to
comply with specific sections and regulations of the Internal
Revenue Code of 1986, as amended (the "Code"), and is therefore
subject to the provisions of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA").
In connection with the amendment, the Plan purchased 142,858
shares of the Company's common stock for $500,000 from Allen
Peat, former Chairman and Chief Executive Officer of the Company;
using the proceeds of a bank borrowing (see Notes 3 and 5). The
stock is held by the Plan in a trust established under the Plan.
The bank borrowing is to be repaid quarterly over a period of
five years by fully deductible Company contributions to the trust
fund. As the Plan makes each payment of principal, an
-9-
MANATRON, INC.
EMPLOYEE STOCK OWNERSHIP AND SALARY DEFERRAL PLAN
NOTES TO FINANCIAL STATEMENTS
(Continued)
(2) DESCRIPTION OF PLAN, continued
appropriate percentage of stock will be allocated to eligible
employees' accounts in accordance with applicable regulations
under the Code.
Effective January 1, 1995, the Company also merged the previously
existing ATEK Information Services, Inc. Retirement Savings Plan
into the Plan. As a result of the merger, the investment assets
of the ATEK plan were liquidated and transferred to the Trustee,
for reinvestment by the Plan. Additionally, on the date of the
merger, each participant in the ATEK plan became fully vested in
their matching contribution account.
Overall responsibility for administering the Plan rests with the
Plan Administrative Committee (the "Committee"), which is
appointed by the Board of Directors of the Company. The Plan's
Trustee, is responsible for the management and control of the
Plan's assets and has discretionary responsibility for the
investment and management of such assets.
ELIGIBILITY
The Plan is a defined contribution plan covering substantially
all employees of Manatron, Inc., ATEK Information Systems, Inc.,
and Specialized Data Systems, Inc. (together the "Employers").
Generally, an employee may become a participant in the Plan on
the entry date following completion of one year of eligible
service and having attained age 21, as described in the Plan.
CONTRIBUTIONS AND VESTING
The plan provides for three different types of contributions:
ESOP CONTRIBUTION - As previously described, each plan year,
the Company will contribute the required loan payments to
the ESOP trust. At the time of each payment, 7,142 shares
of Manatron, Inc. common stock held by the ESOP trust will
be committed for release to plan participants. Released
shares will be allocated to individual participant accounts
based on the percentage of the individual participants
-10-
MANATRON, INC.
EMPLOYEE STOCK OWNERSHIP AND SALARY DEFERRAL PLAN
NOTES TO FINANCIAL STATEMENTS
(Continued)
(2) DESCRIPTION OF PLAN, continued
compensation to all eligible participants compensation for
the plan year. Participants must be employed on the last day
of the plan year to be eligible for Company contributions.
PROFIT-SHARING CONTRIBUTION - Each year the Company will
decide whether to make a profit-sharing contribution to the
Plan and the amount to be contributed. Participants must be
employed on the last day of the plan year to be eligible for
the Company contribution. The amount credited to a
participant's profit-sharing account will be determined in
the same manner as the ESOP contributions.
ELECTIVE SALARY DEFERRAL CONTRIBUTIONS - Employees who
participate in the Plan can elect to make voluntary pre-tax
contributions in an amount between 1% and 15% of their
annual compensation. Annual participant contributions are
limited to the maximum amount permitted by the Internal
Revenue Code. The Company matching contribution (currently
25 cents for each dollar contributed by a participant up to
5% of eligible pay) is set forth in the Plan document and
may be changed by resolution of the Company. Participants
must be employed on the last day of the plan year to be
eligible for the Company contribution. The Company matching
contribution during 1995 was approximately $82,000.
VESTING - Participants are 100% vested in rollovers, direct
transfers, elective salary deferral contribution, matching
contributions and non-elective contribution accounts.
Vesting for ESOP and profit-sharing contribution accounts is
determined by the years of vesting service. One year of
vesting service is 1,000 hours or more of service in the
plan year. Participants become 20% vested after three years
of vesting service and continue to vest 20% a year until
they are 100% vested.
-11-
MANATRON, INC.
EMPLOYEE STOCK OWNERSHIP AND SALARY DEFERRAL PLAN
NOTES TO FINANCIAL STATEMENTS
(Continued)
(2) DESCRIPTION OF PLAN, continued
INVESTMENT OPTIONS
Participants may direct their elective salary deferral, company
matching and profit sharing contributions, in 5% increments, in
any of the following investment options:
MANATRON INC. COMMON STOCK FUND - This fund invests in
common stock of Manatron, Inc. which currently trades on the
NASDAQ.
GUARANTEED INVESTMENT CONTRACT FUND - An investment fund
that seeks to safeguard principal and offer a return that
will exceed the returns of money market funds.
MUNDER INTERMEDIATE BOND FUND - A broadly diversified
portfolio of high quality fixed income securities with a
weighted average maturity of three to six years.
FIDELITY MAGELLAN FUND - A common stock fund which
emphasized growth potential. The fund may hold both foreign
and domestic stocks as well as up to 20% in debt securities.
FIDELITY PURITAN FUND - A balanced fund which invest in both
equity and fixed income investments. The fund may be
invested in foreign holdings and the fixed income portion
may be of any quality or maturity.
FIDELITY WORLDWIDE FUND - An equity fund which invests
globally - both U.S. and non-U.S. stocks. A portion of the
fund will always be vested in the U.S. market.
MUNDER SMALL COMPANY GROWTH FUND - The fund invests in
equity securities which are issued by companies smaller than
those found on the major indices, such as the S&P 500.
MUNDER BALANCED FUND - A balanced portfolio utilizing the
three major asset groups: equity securities, fixed income
securities and cash equivalents.
-12-
MANATRON, INC.
EMPLOYEE STOCK OWNERSHIP AND SALARY DEFERRAL PLAN
NOTES TO FINANCIAL STATEMENTS
(Continued)
(2) DESCRIPTION OF PLAN, continued
MUNDER INDEX 500 FUND - A fund which provides price
performance and income that is comparable to the performance
of the S&P 500.
MUNDER CASH INVESTMENT FUND - A money market portfolio
invested in high quality money market securities with an
average maturity of less than 90 days.
PARTICIPANT LOANS
Participants of the plan may borrow from their accounts a minimum
of $1,000, up to a maximum equal to the lesser of $50,000 or 50%
of their account balance. Loan transactions are treated as a
transfer to (from) the related investment fund from (to) the
Participant Loan Fund. Loan terms of the promissory notes range
from 1-5 years or a reasonable period for the purchase of a
primary residence. The promissory notes are secured by the
balance in the participant's account and bear interest at a
reasonable rate established at the time of the loan by the plan
administrator. Principal and interest payments will be made
ratably through payroll deductions. Currently there are no
participant loans from the plan.
NET INVESTMENT INCOME
Investment income is allocated to participants based on the ratio
of a participant's balance in each investment fund to total
participant balances in the corresponding investment fund.
FORFEITURES
After an employee terminates, any non-vested amounts in the
participant's account will be forfeited. Forfeited amounts are
allocated to all remaining participants in the same manner as
investment income.
-13-
MANATRON, INC.
EMPLOYEE STOCK OWNERSHIP AND SALARY DEFERRAL PLAN
NOTES TO FINANCIAL STATEMENTS
(Continued)
(2) DESCRIPTION OF PLAN, continued
DISTRIBUTIONS TO PARTICIPANTS
Distributions to participants generally occur upon a
participant's retirement or termination of employment. However,
participants may defer distribution of their benefits until
reaching age 70 1/2. Vested balances of retired or terminated
participants will be distributed in a lump sum payment, annuity,
installments or transfer.
ADMINISTRATIVE EXPENSE
The Plan is administered by the Company. Although not obligated
to do so, administrative expenses and trustee fees totaling
approximately $16,000 were paid by the Company in 1995.
PLAN TERMINATION
Although it has no current intent to do so, the Company reserves
the right to terminate the plan and trust, or to cease or suspend
further contributions, at any time, subject to plan provisions
and applicable provision of ERISA. Upon termination of the Plan,
all participant's accounts become fully vested and non-forfeitable.
(3) LOAN PAYABLE
In connection with the stock purchase described in Note 2, the
Plan entered into a $500,000 term loan agreement with Comerica,
Inc., the Plan's trustee. The borrowing is collateralized by the
unallocated shares of ESOP stock and is guaranteed by the
Company. The lender has no rights against shares once they are
allocated under the ESOP. The loan agreement provides for
quarterly principal payments of $25,000 over the next five years.
The loan bears interest at the prime rate of the lender, which at
December 31, 1995 was 8.75%. A summary of future debt maturities
is as follows:
-14-
MANATRON, INC.
EMPLOYEE STOCK OWNERSHIP AND SALARY DEFERRAL PLAN
NOTES TO FINANCIAL STATEMENTS
(Continued)
(3) LOAN PAYABLE, continued
<TABLE>
<CAPTION>
YEAR AMOUNT
<S> <C> <C>
1996 $100,000
1997 100,000
1998 100,000
1999 100,000
2000 50,000
</TABLE>
(4) TAX STATUS
The Internal Revenue Service has determined and informed the
Company by a letter dated August 6, 1991, that the Plan and
related trust are designed in accordance with applicable sections
of the Internal Revenue Code ("IRC"). The Plan has been amended
since receiving the determination letter. The Plan has filed for
a new determination letter from the IRS. Although the new
determination letter has not yet been received, the Plan
administrator is of the opinion that the Plan, as currently
operating, meets IRS requirements and, therefore, the Plan and
underlying trust continue to be tax-exempt.
(5) RELATED PARTY TRANSACTIONS
As described in Note 2 in connection with the establishment of
the ESOP, the Plan purchased 142,858 shares from Allen Peat, the
Company's former Chairman and Chief Executive Officer for
$500,000. The Plan's management and Allen Peat intended this
transaction to be conducted at the current market value of the
Company's stock on the date of purchase. The actual market value
the date the transaction occurred was $3.25 per share based on
the "average" trade price. Because the Company's stock is very
thinly traded, and the average trade price on that date
represented less than 1,000 shares, management believes the
transaction approximated fair market value.
-15-
SCHEDULE I
<TABLE>
MANATRON, INC.
EMPLOYEE STOCK OWNERSHIP AND SALARY DEFERRAL PLAN
EIN: 38-1983228
PLAN NUMBER: 002
ITEM 27A - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1995
<CAPTION>
DESCRIPTION OF FAIR
IDENTITY OF PARTY INVOLVED INVESTMENT COST VALUE
<S> <C> <C> <C>
Participant Directed
Investments:
<F*>Comerica, Inc. Manatron, Inc. Common
Stock (22,623 shares) $ 73,015 $ 45,255
Guaranteed Investment
Contract Fund
(235,828 units) 235,828 235,828
Munder Intermediate
Bond Fund
(1,395 shares) 12,824 13,494
Fidelity Magellan
Fund (4,518 shares) 362,056 388,478
Fidelity Puritan
Fund (20,567 shares) 325,674 349,846
Fidelity Worldwide
Fund (18,363 shares) 238,546 246,795
Munder Small Company
Growth Fund
(8,456 shares) 124,642 142,318
Munder Balanced Fund
(5,041 shares) 51,753 58,473
Munder Index 500 Fund
(18,234 shares) 244,712 271,512
-16-
Total Participant
Directed Investments $1,669,050 $1,751,999
Employee Stock Ownership
Plan Investments:
<F*>Comerica, Inc. Manatron, Inc. Common
Stock (142,858 shares) 500,000 285,716
Total Plan Investments $2,169,050 $2,037,715
<FN>
<F*> Indicates a party-in-interest
</FN>
</TABLE>
-17-
SCHEDULE II
<TABLE>
MANATRON, INC.
EMPLOYEE STOCK OWNERSHIP AND SALARY DEFERRAL PLAN
EIN: 38-1983228
PLAN NUMBER: 002
ITEM 27D - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1995
<CAPTION>
PURCHASES SALES
IDENTITY OF ISSUER AND NUMBER OF PURCHASE NUMBER OF NET
DESCRIPTION OF INVESTMENT TRANSACTIONS PRICE TRANSACTIONS PROCEEDS COST OF ASSET GAIN
<S> <C> <C> <C> <C> <C> <C>
Participant Directed Investments:
<F**>Comerica, Inc.
Guaranteed Investment Contract Fund 31 $ 311,486 11 $ 75,658 $ 75,658 $ -
Fidelity Magellan Fund 31 383,556 11 23,223 21,500 1,723
Fidelity Puritan Fund 28 468,560 13 150,196 142,886 7,310
Fidelity Worldwide Fund 25 295,962 13 59,076 57,416 1,660
Munder Small Company Growth Fund 25 138,100 10 14,740 13,458 1,282
Munder Index 500 Fund 29 266,641 14 23,952 21,929 2,023
Munder Cash Investment Fund 42 1,342,479 40 1,342,479 1,342,479 -
<F**>Principal Mutual Life Insurance Company:
Small Company Growth Fund - - 2 11,616 N/A<F*> N/A<F*>
Investment Contract Fund - - 2 399,247 N/A<F*> N/A<F*>
U.S. Stock Fund - - 2 170,061 N/A<F*> N/A<F*>
Money Market Fund - - 2 41,768 N/A<F*> N/A<F*>
Real Estate Fund - - 2 4,754 N/A<F*> N/A<F*>
Bond and Mortgage Fund - - 2 65,308 N/A<F*> N/A<F*>
International Stock Fund - - 2 88,553 N/A<F*> N/A<F*>
Stock Index Fund - - 2 11,352 N/A<F*> N/A<F*>
Value Stock Fund - - 2 156 N/A<F*> N/A<F*>
-18-
Employee Stock Ownership Plan Investments:
Purchase of 142,858 shares of
Manatron, Inc. common stock from
Allen Peat<F**> 1 500,000 - - - -
<FN>
<F*>Historical cost information is unavailable (see Note 1).
<F**>Indicates a party-in-interest
</FN>
</TABLE>
-19-
Exhibits:
23 Consent of Arthur Andersen LLP dated June 28, 1996.
SIGNATURES
THE PLAN. Pursuant to the requirements of the Securities Exchange Act of
1934, the trustees (or other persons who administer the employee benefit
plan) have duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: July 2, 1996 MANATRON, INC. EMPLOYEE STOCK OWNERSHIP AND
SALARY DEFERRAL PLAN
By: /S/ PAUL R. SYLVESTER
Paul R. Sylvester
President, Chief Financial Officer
Chief Financial Officer and Member of
the Administrative Committee of the
Manatron, Inc. Salary Deferral and
Employee Stock Option Plan
-20-
EXHIBIT INDEX
EXHIBIT DOCUMENT
23 Consent of Arthur Andersen LLP dated June 28, 1996
EXHIBIT 23
ARTHUR ANDERSEN LLP
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation of our report included in this Form 11-K into the
Company's concurrently filed Form S-8 Registration Statement for the
Manatron, Inc. Employee Stock Ownership and Salary Deferral Plan.
/S/ ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
Grand Rapids, Michigan
June 28, 1996
