<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [FEE REQUIRED]
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
FOR THE TRANSITION PERIOD FROM _______ TO ________
Commission file number 0-7416
A. Full title of the plan and the address of the plan, if different
from that of the issuer named below:
SMS Retirement Savings Plan
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
Shared Medical Systems Corporation
51 Valley Stream Parkway
Malvern, Pennsylvania 19355
<PAGE>
SMS RETIREMENT SAVINGS PLAN
---------------------------
INDEX TO FINANCIAL STATEMENTS AND SCHEDULES
-------------------------------------------
<TABLE>
<CAPTION>
PAGE
REFERENCE
---------
<S> <C>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS 1
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS -
DECEMBER 31, 1996 and 1995 2
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1996 3
NOTES TO FINANCIAL STATEMENTS 5
SCHEDULE I: ITEM 27(a) - SCHEDULE OF ASSETS HELD
FOR INVESTMENT - DECEMBER 31, 1996 9
SCHEDULE II: ITEM 27(d) SCHEDULE OF REPORTABLE
TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 1996 10
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS 12
SIGNATURE PAGE 13
</TABLE>
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Administrative Committee of the
SMS Retirement Savings Plan:
We have audited the accompanying statements of net assets available for benefits
of the SMS Retirement Savings Plan (the "Plan") as of December 31, 1996 and
1995, and the related statement of changes in net assets available for benefits,
for the year ended December 31, 1996. These financial statements and the
schedules referred to below are the responsibility of the Administrative
Committee ("Management"). Our responsibility is to express an opinion on these
financial statements and 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 benefits of the Plan as of
December 31, 1996 and 1995, and the changes in net assets available for
benefits, for the year ended December 31, 1996, in conformity with generally
accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets held
for investment as of December 31, 1996 and of reportable transactions for the
year ended December 31, 1996 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 statements of net assets
available for benefits and the statement of changes in net assets available for
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 and fund information
have been subjected to the auditing procedures applied in the audits 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.
ARTHUR ANDERSEN LLP
Philadelphia, PA
May 12, 1997
1
<PAGE>
SMS RETIREMENT SAVINGS PLAN
---------------------------
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
-----------------------------------------------
(amounts in thousands)
<TABLE>
<CAPTION>
DECEMBER 31
---------------------------------------
1996 1995
---------------- ----------------
<S> <C> <C>
RECEIVABLES:
Participant Contributions......................... $ 1,281 $ 1,082
Company Contributions............................. 282 238
Dividends, Interest and Capital Gains............. 65 60
Participant Loan Repayments....................... 102 87
PARTICIPANTS' LOANS RECEIVABLE.......................... 3,795 2,812
INVESTMENTS, AT FAIR VALUE:
SMS Common Stock.................................. 15,122 15,495
Vanguard Wellington Fund.......................... 7,413 4,760
Vanguard Windsor Fund............................. 59,932 44,398
Vanguard W.L. Morgan Growth Fund.................. 23,877 16,655
Vanguard Fixed Income Securities Fund............. 16,889 17,408
Vanguard Money Market Fund........................ 9,722 9,210
Vanguard Index Trust.............................. 29,846 20,723
Vanguard Primecap Fund............................ 5,763 2,457
Vanguard International Growth Portfolio........... 3,364 653
Vanguard Bond Index Fund.......................... 535 62
================ ================
NET ASSETS AVAILABLE FOR BENEFITS...... $ 177,988 $ 136,100
================ ================
</TABLE>
The accompanying notes are an integral part of these statements.
2
<PAGE>
SMS RETIREMENT SAVINGS PLAN
---------------------------
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
---------------------------------------------------------
FOR THE YEAR ENDED DECEMBER 31, 1996
------------------------------------
(amounts in thousands)
<TABLE>
<CAPTION>
COMMON
STOCK WELLINGTON WINDSOR
FUND FUND FUND
------------- ------------- -------------
<S> <C> <C> <C>
INVESTMENT INCOME:
Interest, Dividends, Capital Gain Distributions......... $ 267 $ 559 $ 5,749
PARTICIPANTS' CONTRIBUTIONS.................................. 1,710 1,485 5,743
COMPANY CONTRIBUTIONS........................................ 320 251 1,071
PARTICIPANT REDISTRIBUTIONS.................................. (856) 236 (1,695)
NET REALIZED/UNREALIZED GAINS (LOSSES)
ON INVESTMENTS.......................................... (1,357) 386 6,427
DISTRIBUTIONS TO PARTICIPANTS................................ (308) (210) (1,523)
PARTICIPANTS' LOANS ISSUED, NET OF
REPAYMENTS.............................................. (144) (21) (210)
------------- ------------- -------------
NET INCREASE (DECREASE) IN PLAN ASSETS...................... (368) 2,686 15,562
NET ASSETS AVAILABLE FOR BENEFITS:
BEGINNING OF YEAR....................................... 15,666 4,847 44,834
------------- ------------- -------------
END OF YEAR............................................. $ 15,298 $ 7,533 $ 60,396
============= ============= =============
</TABLE>
<TABLE>
<CAPTION>
MORGAN FIXED MONEY
GROWTH INCOME MARKET
FUND FUND FUND
------------- ------------- -------------
<S> <C> <C> <C>
INVESTMENT INCOME:
Interest, Dividends, Capital Gain Distributions......... $ 2,296 $ 1,451 $ 463
PARTICIPANTS' CONTRIBUTIONS.................................. 2,368 1,724 1,181
COMPANY CONTRIBUTIONS........................................ 416 357 240
PARTICIPANT REDISTRIBUTIONS.................................. 798 (2,365) (829)
NET REALIZED/UNREALIZED GAINS (LOSSES)
ON INVESTMENTS.......................................... 1,931 (1,296) 0
DISTRIBUTIONS TO PARTICIPANTS................................ (465) (361) (489)
PARTICIPANTS' LOANS ISSUED, NET OF
REPAYMENTS.............................................. (85) (50) (42)
------------- ------------- -------------
NET INCREASE (DECREASE) IN PLAN ASSETS....................... 7259 (540) 524
NET ASSETS AVAILABLE FOR BENEFITS:
BEGINNING OF YEAR....................................... 16,813 17,553 9,305
------------- ------------- -------------
END OF YEAR............................................. $ 24,072 $ 17,013 $ 9,829
============= ============= =============
</TABLE>
The accompanying notes are an integral part of these statements.
3
<PAGE>
SMS RETIREMENT SAVINGS PLAN
---------------------------
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
---------------------------------------------------------
FOR THE YEAR ENDED DECEMBER 31, 1996 (continued)
------------------------------------
(amounts in thousands)
<TABLE>
<CAPTION>
INDEX INTERNATIONAL
TRUST PRIMECAP GROWTH
FUND FUND FUND
------------- ------------ -----------
<S> <C> <C> <C>
INVESTMENT INCOME:
Interest, Dividends, Capital Gain Distributions.... $ 642 $ 165 $ 140
PARTICIPANTS' CONTRIBUTIONS............................. 3,197 1,200 548
COMPANY CONTRIBUTIONS................................... 549 166 70
PARTICIPANT REDISTRIBUTIONS............................. 1,113 1,368 1,904
NET REALIZED/UNREALIZED GAINS (LOSSES)
ON INVESTMENTS..................................... 4,670 577 132
DISTRIBUTIONS TO PARTICIPANTS........................... (756) (61) (44)
PARTICIPANTS' LOANS ISSUED, NET OF
REPAYMENTS......................................... (211) (58) (13)
------------- ------------ -----------
NET INCREASE (DECREASE) IN PLAN ASSETS.................. 9,204 3,357 2,737
NET ASSETS AVAILABLE FOR BENEFITS:
BEGINNING OF YEAR.................................. 20,944 2,504 668
------------- ------------ -----------
END OF YEAR....................................... $ 30,148 $ 5,861 $ 3,405
============= ============ ===========
<CAPTION>
TOTAL BOND PARTICI-
MARKET PANT
FUND LOANS TOTAL
-------- --------- ----------
<S> <C> <C> <C>
INVESTMENT INCOME:
Interest, Dividends, Capital Gain Distributions.... $ 22 $ 234 $ 1,203
PARTICIPANTS' CONTRIBUTIONS............................. 110 - 5,055
COMPANY CONTRIBUTIONS................................... 17 - 802
PARTICIPANT REDISTRIBUTIONS............................. 326 - 4,711
NET REALIZED/UNREALIZED GAINS (LOSSES)
ON INVESTMENTS..................................... - - 5,379
DISTRIBUTIONS TO PARTICIPANTS........................... (9) (67) (937)
PARTICIPANTS' LOANS ISSUED, NET OF
REPAYMENTS......................................... 3 831 552
-------- --------- ----------
NET INCREASE (DECREASE) IN PLAN ASSETS.................. 469 998 41,888
NET ASSETS AVAILABLE FOR BENEFITS:
BEGINNING OF YEAR.................................. 67 2,899 136,100
-------- --------- ----------
END OF YEAR........................................ $ 536 $ 3,897 $ 177,988
======== ========= ==========
</TABLE>
4
<PAGE>
SMS RETIREMENT SAVINGS PLAN
---------------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
DECEMBER 31, 1996 and 1995
--------------------------
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
------------------------------------------
The accompanying financial statements have been prepared on the accrual
basis of accounting.
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities,
changes of net assets available for benefits, 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.
Shared Medical Systems Corporation (the "Company") has elected to file
with the Securities and Exchange Commission financial statements
prepared in conformance with guidelines issued under the Employee
Retirement Income Security Act of 1974, as amended.
Investments of the Plan are presented in the statements of net assets
available for benefits at fair value.
Plan receivables reported on the statements of net assets available for
benefits have not been allocated on an individual fund basis. Therefore,
the December 31, 1996 fair values reported for each investment fund on
the statements of net assets available for benefits differ from the
ending fund balances reported on the statement of changes in net assets
available for benefits, but the statements agree in aggregate.
Participant loan repayments for 1995 have been reclassed to conform with
current year presentation.
(2) DESCRIPTION OF THE PLAN:
-----------------------
ELIGIBILITY
-----------
Employees of the Company, as defined in the Plan, are eligible to
participate in the Plan with respect to before-tax contributions ("base
contributions") and employer matching contributions (both as described
below) on the first day of employment, and with respect to employer
profit-sharing contributions (also described below) on the January 1
coincident with or following the first day of employment. Approximately
5,310 employees were eligible to participate in the Plan as of December
31, 1996.
PARTICIPATION
-------------
Base Contributions - Eligible employees may contribute, through salary
------------------
reductions, up to 15% of compensation, subject to certain limitations
under the Internal Revenue Code (the "Code"). The percentage of base
contributions by a participant is subject to adjustment by the Company
at any time to maintain the Plan's compliance with the anti-
discrimination requirements of the Code.
Employer Matching Contributions - The Company may match, through
-------------------------------
discretionary employer contributions, a portion of a participant's base
contribution in an amount to be determined annually by the Company's
Board of Directors. For the Plan years ended December 31, 1996 and 1995
the Company contributed $3,457,000 and $3,036,000 respectively, in
matching contributions.
5
<PAGE>
Profit-sharing Contributions - The Company may make profit-sharing
----------------------------
contributions as determined at the discretion of its Board of Directors.
Such contributions will be allocated in accordance with the Plan
document. For the Plan years ended December 31, 1996 and 1995 there were
no profit-sharing contributions.
Vesting - All participants are fully vested in their base contribution
-------
account balances at all times. A participant becomes 20% vested in his
employer matching and employer profit-sharing contributions after three
years of service. An additional 20% vests each year thereafter, with
full vesting after seven years of service. A year of service is defined
as a calendar year in which the participant completes at least 1,000
hours of service. Forfeitures are used to reduce employer matching or
employer profit-sharing contributions for the year in which the
forfeitures occur.
Investment Directions - Participants may elect to have their base,
---------------------
employer matching, and profit-sharing contributions to the Plan invested
in the following funds, provided that each fund selected must receive a
proportion of not less than 10% of a participant's contribution:
Shared Medical Systems Corporation Common Stock Fund - invests
----------------------------------------------------
in Company common stock.
Vanguard Wellington Fund - provides conservative investors
------------------------
with a prudent investment program that ensures a)conservation
of principal; b)reasonable income return; and, c)profits
without undue risks.
Vanguard Windsor Fund - seeks long-term growth of capital and
---------------------
income by investing in a portfolio of common stocks. As a
secondary objective, the Fund also seeks a reasonable level of
current income.
Vanguard W.L. Morgan Growth Fund - seeks long-term growth of
--------------------------------
capital by investing in a portfolio of common stocks.
Vanguard Fixed Income Securities Fund Long-Term Corporate Bond
--------------------------------------------------------------
Portfolio - provides a high level of current income,
---------
consistent with maintenance of principal and liquidity, by
investing in a diversified portfolio of long-term, investment-
grade bonds.
Vanguard Money Market Reserves Prime Portfolio - seeks maximum
----------------------------------------------
current income, preservation of capital, and liquidity by
investing in a portfolio of money market instruments.
Vanguard Index Trust 500 Portfolio - attempts to provide
----------------------------------
investment results that correspond to the price and yield
performance of publicly traded stocks, in the aggregate, as
represented by the Standard & Poor's 500 Composite Stock Price
Index.
Vanguard Primecap Fund - seeks long-term growth of capital by
----------------------
investing principally in a portfolio of common stocks.
Vanguard International Growth Portfolio - seeks long-term
---------------------------------------
capital growth by investing in the common stocks of companies
based outside of the United States.
Vanguard Bond Index Fund - Total Bond Market Portfolio -
------------------------------------------------------
attempts to match the total return of the Lehman Brothers
Aggregate Bond Index.
6
<PAGE>
In the absence of any written designation of investment fund preference,
the Trustee shall direct that all base, employer matching or employer
profit-sharing contributions received for any participant be invested in
the Vanguard Money Market Reserves Prime Portfolio.
Participants must maintain a minimum of 10% of their account balance in
each selected fund. Participants may reapportion their account balances
once during each quarter ending March 31, June 30, September 30, and
December 31.
The following funds individually represent more than 5% of the net
assets available for benefits of the Plan for the years ended December
31, 1996 and 1995:
- Shared Medical Systems Corporation Common Stock Fund
- Vanguard Windsor Fund
- Vanguard W.L. Morgan Growth Fund
- Vanguard Fixed Income Securities Fund Long-Term Corporate Bond
Portfolio
- Vanguard Money Market Reserves Prime Portfolio
- Vanguard Index Trust 500 Portfolio
Participant Loans - A participant may borrow the lesser of $50,000 or
-----------------
one-half of the vested balance of the participant's base contribution
account and employer matching contribution account, with a minimum loan
amount of $1,000. A participant may not have more than one loan
outstanding at any time. The participant may elect repayment terms of
one to five years, except that a loan used to acquire the participant's
principal residence may have a longer term. The interest rate charged
for the term of the loan is one percentage point above the prime rate at
the date of inception. The interest rates on outstanding loans as of
December 31, 1996 range from 5.50% to 9.25%.
Withdrawals - A participant may elect to make withdrawals of
-----------
supplemental contributions (after-tax contributions made to the Plan
prior to January 1, 1989) in accordance with the Plan. After withdrawing
all amounts credited to his/her supplemental contribution account, the
participant can withdraw his/her remaining vested account balance in
accordance with Plan provisions for hardship withdrawals.
Distribution of Benefits - Upon termination of service due to death,
------------------------
disability, retirement, or other reasons, a participant shall be
entitled to benefits based on the net vested amounts in the
participant's accounts. The form of payment of these benefits is a lump
sum distribution or installment payments, in accordance with Plan
provisions. Benefits are recorded when paid.
Termination of the Plan - 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,
affected participants will become fully vested in their account balances
and receive a complete distribution in accordance with Plan provisions.
Administration of the Plan - The Plan is administered by an
--------------------------
administrative committee, which is appointed by the Board of Directors.
The Vanguard Group of Investment Companies, is the Plan recordkeeper,
trustee and custodian. All costs with respect to services performed for
the Plan by Vanguard were paid by the Company.
7
<PAGE>
(3) FEDERAL INCOME TAXES APPLICABLE TO THE PLAN:
-------------------------------------------
The Plan obtained its latest determination letter on November 21, 1994,
in which the Internal Revenue Service (the "IRS")stated that the Plan,
as then designed, was in compliance with the applicable requirements of
the Internal Revenue Code (the "IRC"). The Plan has been amended since
receiving the determination letter. However, the Plan administrator and
the Plan's tax counsel believe that the Plan is currently designed and
being operated in compliance with the applicable requirements of the
IRC. Therefore, no provision for income taxes has been included in the
Plan's financial statements. The Company has filed for a determination
on the qualification of the Plan.
(4) RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
---------------------------------------------------
The following is a reconciliation of net assets available for benefits
per the financial statements to the Form 5500 for the Plan year ended
December 31, 1996:
<TABLE>
<S> <C>
Net assets available for plan benefits per the
financial statements $177,988,000
Amounts allocated to withdrawing participants (285,000)
------------
Net assets available for benefits per the Form 5500 $177,703,000
============
</TABLE>
The following is a reconciliation of benefits paid to participants per
the financial statements to the Form 5500 for the year ended December
31, 1996:
<TABLE>
<S> <C>
Benefits paid to participants per the financial
statements $ 4,293,000
Add: Amounts allocated to withdrawing participants
at December 31, 1996 285,000
------------
Benefits paid to participants per the Form 5500 $ 4,578,000
============
</TABLE>
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 but not yet paid as of that date. As of
December 31, 1995 there were no outstanding claims payable.
8
<PAGE>
ITEM 27 (a) SCHEDULE I
PLAN NO. 007
EIN 23-1704148
--------------
SMS RETIREMENT SAVINGS PLAN
---------------------------
SCHEDULE OF ASSETS HELD FOR INVESTMENT
--------------------------------------
DECEMBER 31, 1996
-----------------
(dollars in thousands)
<TABLE>
<CAPTION>
FAIR
IDENTITY OF ISSUE DESCRIPTION COST VALUE
- ----------------- ----------- ------------ -----------
<S> <C> <C> <C>
Shared Medical Systems SMS Common Stock $8,876 $15,122
Corporation "SMS" (1) 307,046 shares
Wellington Fund (1) Mutual Fund 6,436 7,413
283,422 shares
Windsor Fund (1) Mutual Fund 50,032 59,932
3,613,023 shares
W.L. Morgan Growth Fund (1) Mutual Fund 19,652 23,877
1,527,282 shares
Vanguard Fixed Income Mutual Fund 16,025 16,889
Securities Fund (1) 1,920,489 shares
Vanguard Money Market Fund (1) Money Market Fund 9,722 9,722
Vanguard Index Trust (1) Mutual Fund 21,123 29,846
431,904 shares
Vanguard Primecap Fund (1) Mutual Fund 5,228 5,763
191,492 shares
Vanguard International Growth Portfolio (1) Mutual Fund 3,233 3,364
203,710 shares
Vanguard Bond Index Fund (1) Mutual Fund 517 535
52,587 shares
Participant Loans Loan Fund 3,897 3,897
------------ -----------
(ranging from 5.50% to 9.25% and $144,741 $176,360
============ ===========
with maturity dates ranging
from 1/16/1997 to 3/16/2026)
</TABLE>
(1) Denotes party-in-interest
9
<PAGE>
ITEM 27 (d) SCHEDULE II
PLAN NO. 007
EIN 23-1704148
--------------
SMS RETIREMENT SAVINGS PLAN
---------------------------
SCHEDULE OF REPORTABLE TRANSACTIONS
-----------------------------------
FOR THE YEAR ENDED DECEMBER 31, 1996
------------------------------------
(dollars in thousands)
<TABLE>
<CAPTION>
CURRENT
VALUE OF
ASSETS ON
PURCHASE SELLING COST OF TRANSACTION
IDENTITY OF PARTY DESCRIPTION OF TRANSACTION PRICE PRICE ASSETS DATE NET GAIN
- ------------------------ ---------------------------------------- ---------- --------- --------- ------------- ----------
<S> <C> <C> <C> <C> <C> <C>
Shared Medical Systems (113) Purchases of 71,609 shares of
Corporation Common Stock (1) $3,895 $3,895 $3,895 -
Shared Medical Systems (177) Sales and Distributions of 49,712
Corporation shares of Common Stock (1) $2,916 $1,480 $2,916 $1,436
Vanguard Group of (121) Purchases of shares of 125,594
Investment Companies Wellington Fund (1) $3,216 $3,216 $3,216 -
Vanguard Group of (123) Sales of 36,997 shares of
Investment Companies Wellington Fund (1) $950 $803 $950 $147
Vanguard Group of (166) Purchases of 906,881 shares of
Investment Companies Windsor Fund (1) $14,595 $14,595 $14,595 -
Vanguard Group of (189) Sales of 349,501 shares of
Investment Companies Windsor Fund (1) $5,481 $4,712 $5,481 $769
Vanguard Group of (146) Purchases of 446,955 shares of
Investment Companies Morgan Growth Fund (1) $6,843 $6,843 $6,843 -
Vanguard Group of (152) Sales of 101,742 shares of
Investment Companies Morgan Growth Fund (1) $1,558 $1,284 $1,558 $274
Vanguard Group of (192) Purchases of 469,675 shares of
Investment Companies Fixed Income Securities Fund (1) $4,138 $4,138 $4,138 -
Vanguard Group of (200) Sales of 385,506 shares of
Investment Companies Fixed Income Securities Fund (1) $3,369 $3,199 $3,369 $170
</TABLE>
(1) This is a party-in-interest transaction.
10
<PAGE>
ITEM 27 (d) SCHEDULE II
PLAN NO. 007
EIN 23-1704148
--------------
SMS RETIREMENT SAVINGS PLAN
---------------------------
SCHEDULE OF REPORTABLE TRANSACTIONS
-----------------------------------
FOR THE YEAR ENDED DECEMBER 31, 1996 (continued)
------------------------------------
(dollars in thousands)
<TABLE>
<CAPTION>
CURRENT
VALUE OF
ASSETS ON
PURCHASE SELLING COST OF TRANSACTION
IDENTITY OF PARTY DESCRIPTION OF TRANSACTION PRICE PRICE ASSETS DATE NET GAIN
- -------------------------- -------------------------------------- ---------- --------- --------- ------------- ----------
<S> <C> <C> <C> <C> <C> <C>
Vanguard Group of (200) Purchases of 3,981,288 shares of
Investment Companies Money Market Fund (1) $3,981 $3,981 $3,981 -
Vanguard Group of (176) Sales of 3,468,263 shares of
Investment Companies Money Market Fund (1) $3,468 $3,468 $3,468 -
Vanguard Group of (175) Purchases of 105,079 shares of
Investment Companies Index Trust Fund (1) $6,588 $6,588 $6,588 -
Vanguard Group of (159) Sales of 32,953 shares of
Investment Companies Index Trust Fund (1) $2,111 $1,629 $2,111 $482
Vanguard Group of (149) Purchases of 131,725 shares of
Investment Companies Primecap Fund (1) $3,673 $3,673 $3,673 -
Vanguard Group of (91) Sales of 33,906 shares of
Investment Companies Primecap Fund (1) $947 $911 $947 $36
Vanguard Group of (139) Purchases of 181,083 shares of
Investment Companies International Growth Fund (1) $2,908 $2,908 $2,908 -
Vanguard Group of (65) Sales of 20,811 shares of
Investment Companies International Growth Fund (1) $339 $324 $339 $15
Vanguard Group of (82) Purchases of 61,218 shares of
Investment Companies Bond Index Fund (1) $601 $601 $601 -
Vanguard Group of (26) Sales of 14,777 shares of
Investment Companies Bond Index Fund (1) $145 $145 $145 -
</TABLE>
(1) This is a party-in-interest transaction.
11
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Administrative Committee of the
SMS Retirement Savings Plan:
As independent public accountants, we hereby consent to the incorporation by
reference of our report dated May 12, 1997, on the SMS Retirement Savings Plan
financial statements as of December 31, 1996 included in this Form 11-K, into
Shared Medical Systems Corporation's previously filed Registration Statement on
Form S-8 (File No. 33-34089).
ARTHUR ANDERSEN LLP
Philadelphia, PA
May 30, 1997
12
<PAGE>
SIGNATURES
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
thereunto duly authorized.
SMS RETIREMENT SAVINGS PLAN
Date: May 30, 1997 By: /s/ Edward J. Grady
-----------------------------------
Edward J. Grady
Chairman, Administrative Committee
13
