<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
[X] Annual report pursuant to Section 15(d) of the Securities Exchange Act
of 1934
For the fiscal year ended December 31, 1999
or
[_] Transition report pursuant to Section 15(d) of the Securities Exchange
Act of 1934
For the transition period from ______ to ______
Commission File Number 0-19614
H.D. VEST, INC. SALARY SAVINGS TRUST
H.D. VEST, INC.
6333 North State Highway 161, Fourth Floor, Irving, Texas 75039
<PAGE>
H.D. Vest, Inc.
Salary Savings Trust
Financial Statements
As Of December 31, 1999 And 1998,
And Supplemental Schedule
As Of December 31, 1999
Together With Report Of Independent Public Accountants
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H.D. VEST, INC. SALARY SAVINGS TRUST
------------------------------------
INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE
-------------------------------------------------------
<TABLE>
<CAPTION>
Page(s)
-------
<S> <C>
Report of Independent Public Accountants 2
Statements of Net Assets Available for Plan Benefits
as of December 31, 1999 and 1998 3
Statement of Changes in Net Assets Available for Plan Benefits
for the Year Ended December 31, 1999 4
Notes to Financial Statements 5-10
Supplemental Schedule of Assets Held for Investment Purposes
as of December 31, 1999 11
</TABLE>
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Administrator of the
H.D. Vest, Inc. Salary Savings Trust:
We have audited the accompanying statements of net assets available for plan
benefits of the H.D. Vest, Inc. Salary Savings Trust (the "Plan") as of December
31, 1999 and 1998, and the related statement of changes in net assets available
for plan benefits for the year ended December 31, 1999. These financial
statements, and the supplemental schedule referred to below, are the
responsibility of the Plan's Administrator. Our responsibility is to express an
opinion on these financial statements and the supplemental schedule based on our
audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. 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 of the Plan as
of December 31, 1999 and 1998, and the changes in its net assets available for
plan benefits for the year ended December 31, 1999, in conformity with
accounting principles generally accepted in the United States.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets held
for investment purposes as of December 31, 1999, is presented for purposes of
additional analysis and is not a required part of the basic financial statements
but is 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 supplemental schedule has been subjected to the
auditing procedures applied in the audits of the basic financial statements and,
in our opinion, is fairly stated in all material respects in relation to the
basic financial statements taken as a whole.
/s/ Arthur Andersen, LLP
------------------------
Arthur Andersen, LLP
Dallas, Texas,
June 14, 2000
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H.D. VEST, INC. SALARY SAVINGS TRUST
------------------------------------
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
----------------------------------------------------
AS OF DECEMBER 31, 1999 AND 1998
--------------------------------
<TABLE>
<CAPTION>
1999 1998
---------- ----------
<S> <C> <C>
ASSETS:
Investments, at fair market value-
Equity and debt mutual funds $4,321,877 $2,311,766
Governmental securities fund 114,077 55,670
Company stock fund 323,417 201,219
Money market fund 59,092 36,624
Loan fund 163,368 118,421
Holding account - 21,232
---------- ----------
Total investments 4,981,831 2,744,932
---------- ----------
RECEIVABLES:
Participant contributions 63,535 17,477
Employer matching contributions 21,240 3,496
Accrued income - 410
---------- ----------
Total receivables 84,775 21,383
---------- ----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $5,066,606 $2,766,315
========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
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H.D. VEST, INC. SALARY SAVINGS TRUST
------------------------------------
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
--------------------------------------------------------------
FOR THE YEAR ENDED DECEMBER 31, 1999
------------------------------------
<TABLE>
<S> <C>
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
Investment income-
Net unrealized appreciation in market value of investments $1,476,544
Interest and dividends 35,824
Contributions-
Participant 942,789
Employer match 330,284
Rollovers 100,599
----------
Total additions 2,886,040
----------
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
Withdrawals and benefits paid to participants
and beneficiaries 585,749
----------
Total deductions 585,749
----------
NET INCREASE IN NET ASSETS AVAILABLE FOR
PLAN BENEFITS 2,300,291
NET ASSETS AVAILABLE FOR PLAN BENEFITS,
beginning of year 2,766,315
----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS,
end of year $5,066,606
==========
</TABLE>
The accompanying notes are an integral part of this financial statement.
<PAGE>
-5-
H. D. VEST, INC. SALARY SAVINGS TRUST
-------------------------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
DECEMBER 31, 1999
-----------------
1. PLAN DESCRIPTION:
----------------
General
-------
The H.D. Vest, Inc. Salary Savings Trust (the "Plan") is a defined contribution
retirement plan established by H.D. Vest, Inc. (the "Company") under the
provisions of Section 401(a) of the Internal Revenue Code (the "Code"), which
includes a qualified cash or deferred arrangement as described in Section 401(k)
of the Code, for the benefit of eligible employees of the Company. All
employees of the Company who are age 21 or older and have completed six months
of service are eligible to participate. The Plan entry dates are January 1,
April 1, July 1, and October 1 of each year. The Plan, which became effective
January 1, 1993, is subject to the provisions of the Employee Retirement Income
Security Act of 1974, as amended (ERISA). Participants should refer to the plan
agreement for a more complete description of the Plan's provisions.
The Plan's trustee is Wilmington Trust. The trustee is designated to hold and
invest plan assets for the benefit of plan participants in accordance with the
terms of the plan agreement. In addition, the Plan's record keeping
responsibilities were performed by Sedgewick, Noble, Lowndes for the year ended
December 31, 1998. During 1999, Sedgwick, Noble, Lowndes was acquired by
Milliman and Robertson, Inc., who is currently performing the recordkeeper
function. The Plan administrator is the Benefit Plan Advisory Committee
consisting of three employees of the Company. This committee is responsible for
Plan oversight.
Employer Contributions
----------------------
Matching - The Company provided a matching contribution equal to 20% of
each participant's contribution for the calendar year 1998. Effective
January 1, 1999, the Plan was amended to provide Company matching
contributions as follows:
Matching Percentage Service
------------------- -------------------------------
20% 6 months to 3 years of service
40% 3 to 5 years of service
60% 5 years of service or more
Matching contributions were $330,284 in 1999.
Discretionary - Any amount deemed appropriate by the Company. No
discretionary contributions were made in 1999.
<PAGE>
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Nonelective - The Company, at its sole discretion, may contribute an amount
which it designates as a qualified nonelective contribution. There were no
nonelective contributions in 1999.
Participant Contributions
-------------------------
Eligible employees can contribute up to 15% of their annual compensation each
calendar year, not to exceed $10,000 per participant in 1999. Participant
contributions, including rollovers, were $1,043,388 in 1999.
Vesting
-------
Participants are immediately vested in their voluntary contributions and Company
contributions.
Benefits
--------
In general, participants are eligible to receive vested benefits upon reaching
the normal retirement age of 65, upon death (benefits are paid to a
participant's beneficiary), upon permanent disability, upon termination of
employment, or upon termination of the Plan. Participants are entitled to
receive 100% of their account balance. There were $10,656 of requested but not
paid benefits owed to participants at December 31, 1999.
Participant Accounts
--------------------
Individual accounts are maintained for each of the Plan's participants to
reflect the participant's contributions, related employer matching
contributions, rollover contributions, if any, and an allocation of Plan income,
gains, and losses. Allocations are based on participant's proportional share of
investment earnings.
Investment Options
------------------
Upon enrollment in the Plan, a participant may direct employee and employer
matching contributions in any increment into the eight investment options. A
description of each investment option is provided below:
Putnam Money Market Fund - This fund invests primarily in money market
instruments. The investment objective is to seek maximum current income to
the extent consistent with stability of principal.
Kemper U.S. Government Securities Fund - The fund invests primarily in
Government National Mortgage Association certificates of the modified pass-
through type. The fund may invest in the entire range of maturities of
fixed-income securities.
Kemper-Dreman Small Cap Value - The fund invests at least 65% of its assets
in equity securities of companies with market capitalization of less than
$1 billion. It invests primarily in common stocks of companies that the
advisor determines to have low price to earnings ratios, reasonable returns
on equity and sound finances. The fund may invest up to 20% of its assets
in sponsored American Depository Receipts.
<PAGE>
-7-
Massachusetts Investors Trust A Fund - The fund invests primarily in common
stocks and convertible securities, emphasizing securities that are
considered to be of high or improving quality. The fund may invest up to
35% of its assets in foreign securities, and a portion of the fund's assets
may be held in debt securities and cash equivalents.
Oppenheimer Global Fund - The fund invests primarily in common stocks
issued by companies domiciled in at least three countries or securities of
cyclical industries. The fund may use special investment techniques, such
as hedging.
Putnam Voyager Fund - The fund invests primarily in common stocks.
Preferred stocks, debt securities, and convertible issues may also be held.
The fund generally invests largely in the securities of smaller and less-
seasoned companies.
Putnam International Growth Fund - The fund invest approximately 65% of its
assets in equity securities of companies located outside of North America.
It may invest in companies of any size that it judges to be in a strong
growth trend or that it believes to be undervalued. The fund may invest in
both developed and emerging markets. It may engage in various hedging
strategies.
H.D. Vest Stock Fund - This fund invests in H.D. Vest, Inc. common stock.
Any stock so acquired is purchased on the open market.
Loans to Participants
---------------------
The Plan allows for a participant to borrow from his or her participant account.
A loan to a participant may not exceed 50% of the participant's vested benefit
and cannot exceed $50,000. Loans are repayable through payroll deductions over
periods ranging up to 60 months with a minimum loan amount of $1,000. If the
purpose of the loan is to acquire or construct the primary residence of the
participant, the period of repayment may be extended to ten years. The interest
rate is determined by the Plan Administrator and is equal to the prime rate plus
1%. The interest rate is fixed over the life of the note. At December 31, 1999
and 1998, the Plan had $163,368 and $118,421, respectively, in loans outstanding
issued with rates of interest ranging from 8.75% to 9.50% and 9.00% to 9.75%,
respectively. Interest income on loans is directly allocated to the fund from
which the loan funds were originally borrowed and is included in Interest and
dividends on the Statement of Changes in Net Assets Available for Plan Benefits.
Interest income on all loans was approximately $12,489 for the year ended
December 31, 1999.
Plan Amendments
---------------
Effective January 1, 1999, the Plan was amended to allow employees to be
eligible for the Plan after six months of employment. Further, the Plan was
amended to increase the amount of matching contributions made by the Company to
40% for employees with three to five years of service and 60% for employees with
greater than three and less than five years of service. The Plan administrator
does not believe these amendments will cause the Plan to be in noncompliance
with the applicable requirements of the Code.
<PAGE>
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Expenses of the Plan
--------------------
All expenses related to the administration and operation of the Plan, including
but not limited to legal, brokerage, and accounting fees, are paid by the
Company, and amounted to $98,032 for the year ended December 31, 1999. The Plan
is not responsible for reimbursing the Company for expenses paid by the Company
on behalf of the Plan.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
-------------------------------------------
Basis of Accounting
-------------------
The accompanying financial statements are prepared on the accrual basis of
accounting.
Investment Valuation
--------------------
Marketable securities are stated at fair market value. Investments traded in
the over-the-counter market and listed securities for which no sale was reported
on the last day of the plan year are valued at the last reported bid price.
Purchases and sales of securities are recorded on a trade-date basis. Interest
income is recorded on the accrual basis. Dividends are recorded on the payment
date.
Payment of Benefits
-------------------
Benefits are recorded when paid.
Use of Estimates
----------------
The preparation of financial statements in conformity with generally accepted
accounting principles may require management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
Reclassification
----------------
Certain 1998 amounts have been reclassified to conform with the 1999
presentation.
Recently Issued Accounting Pronouncement
----------------------------------------
On September 15, 1999, the American Institute of Certified Public Accountants
issued Statement of Position 99-3, "Accounting For and Reporting of Certain
Defined Contribution Plan Investments and Other Disclosure Matters" (the "SOP"),
which eliminates the requirement for a defined contribution plan to disclose
participant-directed investment programs by investment option and certain other
previously required disclosures. The Plan adopted the SOP in 1999. As a
result, certain disclosures related to 1998 amounts have been conformed to the
presentation permitted by the SOP.
<PAGE>
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3. DISCLOSURE OF SIGNIFICANT ASSETS:
--------------------------------
The fair market values of individual assets that represent 5% or more of the
Plan's net assets as of December 31, 1999 and 1998, are as follows:
<TABLE>
<CAPTION>
1999 1998
---------- ----------
<S> <C> <C>
Kemper-Dreman Small Cap Value $ 358,246 $ 214,486
Massachusetts Investors Trust A Fund 439,621 249,031
Oppenheimer Global Fund 916,759 456,901
Putnam Voyager Fund 2,239,005 1,233,928
Putnam International Growth Fund 368,246 157,420
H.D. Vest Stock Fund 323,417 201,219
</TABLE>
During 1999, the Plan's investments (including gains and losses on investments
bought and sold, as well as held during the year) appreciated (depreciated) in
value by $1,476,544 as follows:
Equity and debt mutual funds $1,421,711
Governmental securities fund (3,947)
Company stock fund 58,780
----------
$1,476,544
==========
4. TAX STATUS:
----------
The Internal Revenue Service determined and informed the Company, by a letter
dated April 21, 1998, that the Plan and related trust are designed in accordance
with the applicable requirements of the Internal Revenue Code. The Plan has
been amended since receiving the letter. The Plan administrator believes the
Plan is designed and is currently being operated in compliance with the
applicable requirements of the Code.
5. PLAN TERMINATION:
----------------
Although it has not expressed any intent to do so, the Company has the right
under the Plan to discontinue its contributions at any time and to terminate the
Plan subject to the provisions of ERISA. In the event of plan termination,
participants may elect to receive their account balance as soon as
administratively possible.
6. RELATED-PARTY TRANSACTIONS:
--------------------------
The Company's broker-dealer subsidiary has selling agreements with Oppenheimer
Funds, Putnam Investments, Kemper Funds and Massachusetts Financial Services
(collectively, the "Fund Groups") pursuant to which the broker-dealer sells
mutual funds and other products of the Fund Groups. The broker-dealer receives
commissions for the sale of the Fund Groups' products. The Company receives
other compensation from the Fund Groups to help defray costs of training and
educating registered representatives of the broker-dealer. In addition, the
Plan invests in the stock in the Company. Accordingly, the Fund Groups and the
Company qualify as parties-in-interest.
<PAGE>
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7. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500:
---------------------------------------------------
The following is a reconciliation of net assets available for plan benefits per
the financial statements and the Form 5500:
December 31,
1999
------------
Net assets available for plan benefits per the financial
statements $ 5,066,606
Amounts allocated to withdrawing participants (10,656)
-----------
Net assets available for plan benefits per the Form 5500 $ 5,055,950
===========
The following is a reconciliation of benefits paid to participants per the
financial statements to the Form 5500:
December 31,
1999
------------
Distributions to participants per the financial statements $ 585,749
Amounts allocated to withdrawing participants at
beginning of period (23,039)
Amounts allocated to withdrawing participants at
end of period 10,656
------------
Distributions to participants per the Form 5500 $ 573,366
============
Amounts allocated to withdrawing participants are recorded on the Form 5500 for
benefit claims that have been processed and approved for payment prior to
December 31, 1999, but not yet paid as of that date.
<PAGE>
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H.D. VEST, INC. SALARY SAVINGS TRUST
------------------------------------
SUPPLEMENTAL SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
------------------------------------------------------------
AS OF DECEMBER 31, 1999
-----------------------
EIN: 75-2154244
----------------
PLAN # 001
----------
<TABLE>
<CAPTION>
(a) (b) (c) (e)
Identity of Party Involved Description of Investment Current Value
------------ -------------------------- -------------------------- -------------
<S> <C> <C> <C>
* Putnam Money
Market Fund Money Market, mutual fund $ 59,092
* Kemper U.S. Government
Securities Fund Mutual Fund, fixed income 114,077
* Kemper-Dreman Small
Cap Value Mutual Fund, stock and debt 358,246
* Massachusetts Investors
Trust A Fund Mutual Fund, growth stock and debt 439,621
* Oppenheimer Global Fund Mutual Fund, growth stock and debt 916,759
* Putnam Voyager Fund Mutual Fund, growth stock and debt 2,239,005
* Putnam International Mutual Fund, international stock 368,246
Growth Fund and debt
* H.D. Vest Stock Fund H.D. Vest, Inc., common stock
par value $.05 per share 323,417
* Loan Fund Loans to Participants, interest rates
ranging from 8.75% to 9.50% 163,368
</TABLE>
* Column (a) indicates each identified person/entity known to be a party-in-
interest.
This supplemental schedule lists assets held for investment purposes at
December 31, 1999, as required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure.
<PAGE>
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees of the Plan have duly caused this annual report to be signed on its
behalf by the undersigned hereunto duly authorized.
H.D. VEST INC. SALARY SAVINGS TRUST
/s/ Tim O'Brien
By: ________________________________
Tim O'Brien
Member of the Benefit
Plan Advisory Committee
