1
POLICY MANAGEMENT SYSTEMS CORPORATION
401(K) RETIREMENT PLAN
FINANCIAL STATEMENTS
AND SUPPLEMENTAL SCHEDULES
for the years ended December 31, 1992 and 1991
With Report of Independent Accountants
2
Policy Management Systems Corporation
401(k) Retirement Plan
INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
__________
Page
Report of Independent Accountants 1
Financial Statements:
Statements of Net Assets Available for Plan
Benefits as of December 31, 1992 and 1991 2-3
Statements of Changes in Net Assets Available for
Plan Benefits for the years ended
December 31, 1992 and 1991 4-5
Notes to Financial Statements 6-11
Supplemental Schedules:
Form 5500, Item 27(a) - Schedule of Assets Held
for Investment Purposes, December 31, 1992 12
Form 5500, Item 27(d) - Schedule of Reportable
Transactions for the year ended December 31, 1992 13
3
REPORT OF INDEPENDENT ACCOUNTANTS
To the Administrative Committee of
Policy Management Systems Corporation
401(k) Retirement Plan
We have audited the accompanying statement of net assets
available for Plan benefits of the Policy Management Systems
Corporation 401(k) Retirement Plan (the "Plan") as of December 31,
1992, and the related statement of changes in net assets available
for Plan benefits for the year then ended. These financial
statements are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial
statements based on our audit. The statement of net assets
available for Plan benefits of the Policy Management Systems
Corporation 401(k) Retirement Plan as of December 31, 1991, and the
related statement of changes in net assets available for Plan
benefits for the year then ended were audited by other auditors
whose report dated June 29, 1992 expressed an unqualified opinion
on those statements.
We conducted our audit 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 audit
provides a reasonable basis for our opinion.
In our opinion, the 1992 financial statements referred to
above present fairly, in all material respects, the net assets
available for Plan benefits of the Plan at December 31, 1992, and
the changes in net assets available for Plan benefits for the year
then ended, in conformity with generally accepted accounting
principles.
Our audit was 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 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 supplemental
schedules have been subjected to the auditing procedures applied in
our 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.
Atlanta, Georgia
October 24, 1994
4
POLICY MANAGEMENT SYSTEMS CORPORATION
401(k) RETIREMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
as of December 31, 1992
U.S. Puritan Magellan PMSC
Loan Government Mutual Mutual Bond Stock
Fund Reserves Fund Fund Fund Fund Total
ASSETS
Investments, at current value:
Short-term investments $ 29,355 $ 96 $ 82 $ 446,835 $ 476,368
Mutual Funds 4,222,440 3,653,006 5,345,807 13,221,253
Bonds $124,750 124,750
Common Stock 13,577,885 13,577,885
Total Investments 4,251,795 3,653,102 5,345,889 124,750 14,024,720 27,400,256
Receivables:
Accrued interest & dividends 21,379 21,379
Transfers receivable (6,033) (2,624) (19,191) (79) 28,294 367
Loans receivable $ 217,777 4,271 (2,414) (1,731) (25) 217,878
Employer contributions receivable 126,054 126,054
Employee contributions receivable 5,249 4,526 (985) 28,815 37,605
Total Receivables 217,777 3,487 (512) (21,907) 21,300 183,138 403,283
Cash 38 27 41 1,242 1,348
Other Assets 8,802 8,802
Total Assets 217,777 4,255,320 3,652,617 5,324,023 146,050 14,217,902 27,813,689
LIABILITIES
Accounts payable 12,095 3,767 1,911 126,801 144,574
Accrued forfeitures 328 573,498 573,826
Total Liabilitie 12,423 3,767 1,911 700,299 718,400
Net assets available
for plan benefits $ 217,777 $4,242,897 $3,648,850 $5,322,112 $146,050 $13,517,603 $27,095,289
<FN>
The accompanying notes are an integral part of these financial statements.
5
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
as of December 31, 1991
U.S. Puritan Magellan PMSC
Loan Government Mutual Mutual Bond Stock
Fund Reserves Fund Fund Fund Fund Total
ASSETS
Investments, at current value:
Short-term investments $ 28,815 $ 36,081 $ 17,893 $ 41,805 $ 3,798 $ 17,302 $ 145,694
Mutual funds 4,803,802 2,390,943 3,691,265 10,886,010
Bonds 111,925 111,925
Common stock 7,924,825 7,924,825
Total Investments 28,815 4,839,883 2,408,836 3,733,070 115,723 7,942,127 19,068,454
Receivables:
Accrued interest and dividends 20,194 12,985 33,179
Transfers receivable (382) 109 51 1,178 (3,601) 4,100 1,455
Loans receivable 145,902 16,028 3,662 7,683 1,555 174,830
Employer contributions receivable 45,329 45,329
Employee contributions receivable (47,600) (5,330) 45,410 7,064 (456)
Total Receivables 145,520 (11,269) (1,617) 54,271 9,384 58,048 254,337
Cash 25 136,982 41,333 60,958 84 20,299 259,681
Other Assets
Transfer from other plans
Total Assets 174,360 4,965,596 2,448,552 3,848,299 125,191 8,020,474 19,582,472
LIABILITIES
Accounts payable 3,609 3,767 1,911 4,718 14,005
Accrued distributions 571,801 96,269 134,609 3,725 157,923 964,327
Accrued forfeitures 8,370 418 1,045 300 224,423 234,556
Accrued loan disbursements 28,456 246 395 613 (1,254) 28,456
Total Liabilities 28,456 584,026 100,849 138,178 4,025 385,810 1,241,344
Net assets available
for plan benefits $ 145,904 $4,381,570 $2,347,703 $3,710,121 $121,166 $7,634,664 $18,341,128
<FN>
The accompanying notes are an integral part of these financial statements.
6
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
for the year ended December 31, 1992
U.S. Puritan Magellan PMSC
Loan Government Mutual Mutual Bond Stock
Fund Reserves Fund Fund Fund Fund Total
Additions to net assets
attributed to:
Investment Income:
Net appreciation (depreciation)
in market value $ 114,693 $ (380,047) $ 1,737 $ 2,386,358 $ 2,122,741
Dividends and interest $ 208 $ 157,712 323,080 722,213 5,334 1,689 1,210,236
208 157,712 437,773 342,166 7,071 2,388,047 3,332,977
Cash Contributions:
Employer 1,341,057 1,341,057
Employee 977,344 998,004 1,497,506 684,779 4,157,633
977,344 998,004 1,497,506 2,025,836 5,498,690
Transfers from other plans 156,629 27,888 1,773,816 1,958,333
Transfers 67,045 (786,942) 161,439 269,470 (310) 359,865 70,567
Loan related transfers (56,651) 35,385 19,469 31,730 12,163 42,096
Total Additions 10,602 540,128 1,616,685 2,140,872 34,649 6,559,727 10,902,663
Deductions (Additions) from net assets
attributed to:
Distributions 19,110 1,191,776 380,953 620,601 12,050 793,381 3,017,871
Forfeitures (7,139) (418) (1,045) (300) (17,642) (26,544)
Loan disbursements (94,169) 33,077 13,617 15,364 3,436 (28,675)
Other deductions 13,788 32,888 17,655 28,570 1,740 55,536 150,177
Total Deductions (61,271) 1,250,602 411,807 663,490 13,490 834,711 3,112,829
Net increases (decreases), before
change in accounting principle 71,873 (710,474) 1,204,878 1,477,382 21,159 5,725,016 7,789,834
Cumulative effect of a change in
accounting principle 571,801 96,269 134,609 3,725 157,923 964,327
Net increases (decreases) 71,873 (138,673) 1,301,147 1,611,991 24,884 5,882,939 8,754,161
Net assets available for plan benefits
Beginning of year 145,904 4,381,570 2,347,703 3,710,121 121,166 7,634,664 18,341,128
End of year $ 217,777 $4,242,897 $3,648,850 $5,322,112 $ 146,050 $13,517,603 $27,095,289
<FN>
The accompanying notes are an integral part of these financial statements.
7
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
for the year ended December 31, 1991
U.S. Puritan Magellan PMSC
Loan Government Mutual Mutual Bond Stock ASA
Fund Reserves Fund Fund Fund Fund Fund Total
Additions to net assets attributed to:
Investment Income:
Net appreciation (depreciation)
in market value $ 205,803 $ 379,013 $2,519,468 $ $ 3,104,284
Dividends and interest $ 99,396 80,363 250,553 $ 40,369 (29,470) 87,505 528,716
99,396 286,166 629,566 40,369 2,489,998 87,505 3,633,000
Cash Contributions:
Employer 1,488,759 1,488,759
Employee 1,269,286 899,797 1,208,846 (650) 428,713 3,805,992
1,269,286 899,797 1,208,846 (650) 1,917,472 5,294,751
Transfers from other plans $ 245,238 3,564,128 637,565 1,424,015 (239,335) 414,471 279,018 6,325,100
Loan related transfers (110,658) 71,339 12,086 23,669 4,123 6,821 7,380
Total Additions 134,580 5,004,149 1,835,614 3,286,096 (199,616) 4,826,064 373,344 15,260,231
Deductions (Additions) from net assets
attributed to:
Distributions 1,138,234 188,078 317,774 16,028 620,911 395,037 2,676,062
Forfeitures 42,426 362 443 (396) 172,156 (25,019) 189,972
Loan disbursement (40,100) 39,845 7,855 10,696 3,554 3,326 25,176
Other deductions 28,776 (8,377) 295 911 (650) 103 21,058
Total Deductions (11,324) 1,212,128 196,590 329,824 14,982 796,724 373,344 2,912,268
Net increases (decreases) 145,904 3,792,021 1,639,024 2,956,272 (214,598) 4,029,340 12,347,963
Net assets available for plan
benefits:
Beginning of year 589,549 708,679 753,849 335,764 3,605,324 5,993,165
End of year $ 145,904 $4,381,570 $2,347,703 $3,710,121 $ 121,166 $7,634,664 $ $18,341,128
<FN>
The accompanying notes are an integral part of these financial statements.
8
NOTES TO FINANCIAL STATEMENTS
_______
1. Establishment of Plan
The Board of Directors of Policy Management Systems
Corporation (the "Company") established the Policy Management
Systems Corporation 401(k) Retirement Plan (the "Plan") to
provide a before-tax savings retirement program for all
eligible employees of the Company. The Plan, which became
effective on April 1, 1990, replaced the retirement plan
portion of the Stock Purchase Savings Program for Employees of
Policy Management Systems Corporation. Also, the related
retirement plans of Advanced System Application, Inc. (ASA)
and Mandat Computer Corporation (MDC), both wholly-owned
subsidiaries of the Company, were merged into the Plan
effective January 1, 1991 and July 1, 1991, respectively. The
Plan is subject to the requirements of the Employee Retirement
Income Security Act of 1974 (ERISA).
On December 31, 1992 the Stock Purchase Savings Program for
Employees of Policy Management Systems Corporation was merged
into the Plan and all the assets available to Participants
were transferred into the Plan. The Plan merger was recorded
in the Statement of Changes in Net Assets Available for Plan
Benefits by reflecting the transfer of assets of $1,958,333
from the Stock Purchase Savings Program for employees of
Policy Management Systems Corporation as a single line item.
2. Plan Description
General
The following description of the Plan is provided for general
information purposes only. Participants should refer to the
plan document for a more complete description of the Plan's
provisions.
Eligibility
All employees of the Company and its participating affiliates,
who are U.S. citizens or U.S. residents, who have attained the
age of 18, and who have completed any six-consecutive-month
period of employment during which they have completed at least
500 Hours of Service are eligible to participate in the Plan.
A Participant who chooses not to enroll in the Plan when they
are first eligible may elect to participate at a later date,
in accordance with the terms of the Plan.
9
NOTES TO FINANCIAL STATEMENTS, Continued
_______
2. Plan Description, Continued:
Contributions
Prior to the merger of the Stock Purchase Savings Program into
the Plan, Participants could make before-tax contributions
through payroll deductions, in two percent increments, of up
to 10% of their eligible earnings. In no event, however, could
the before-tax contributions for a calendar year exceed the
lesser of 10% of the Participant's eligible earnings or the
dollar limit established by law.
Subsequent to the merger of the Stock Purchase Savings Program
into the Plan, Participants may make contributions through
payroll deductions, in two percent increments, of up to 10% of
their eligible earnings on either a before-tax basis or an
after-tax basis ("Basic Before-Tax and After-Tax
Contributions"), or a combination of both. In addition,
Participants may elect to make Additional Before-Tax or After-
Tax Contributions of 2% or 4%. Additional Contributions are
not eligible for Employer Matching Contributions. The
Participant's combined Basic and Additional Before-Tax and
After-Tax Contributions may not exceed 10% of a Participant's
eligible earnings.
Prior to the merger of the Stock Purchase Savings Program into
the Plan, each calendar month the Company contributed a
matching amount equal to 50% of a Participant's first 6% of
contributions. Subsequent to the merger of the Stock Purchase
Savings Program into the Plan, the Company will contribute a
matching amount equal to 50% of a Participant's first 6% of
Basic Before-Tax Contributions or Basic After-Tax
Contributions, but not both. The Company will not match any
Additional Before-Tax Contributions or any Additional After-
Tax Contributions. The Employer Matching Contribution is
allocated to the Participant's account as of December 31 each
year only if the Participant is actively employed on December
31 and has worked 1,000 or more hours during the Plan Year.
The Employer Matching Contributions are invested by the
Trustee in Policy Management Systems Corporation common stock.
Investment Elections
Each Participant is required to submit an election form to the
Plan Administrator designating the allocation of the
Participant's contributions among the Plan's investment funds
in multiples of 5%. In addition, Participants may change the
investment of contributions and may move their vested balances
among investment funds once each quarter effective at the
beginning of each calendar quarter if they notify the Plan
10
NOTES TO FINANCIAL STATEMENTS, Continued
_______
2. Plan Description, Continued:
Administrator in writing at least 30 days prior to the
effective date of the change.
In addition to the contributions specified above, Participants
who receive a qualified distribution under section 401(a) of
the Internal Revenue Code of 1986 as amended (the "Code"),
from any other tax qualified plan, may have all or part of
such distribution transferred into the Plan. Such rollover
contributions are subject to tax regulations imposed by the
Code.
Vesting
A Participant is always 100% vested in his or her Before-Tax
Contribution Account, After-Tax Contribution Account and
Rollover Account. A Participant will become fully vested in
his or her Employer Matching Contribution Account when the
first of the following occurs: the Participant obtains five
years of Credited Service; the Participant reaches his or her
Normal Retirement Date; the Participant becomes Permanently
Disabled; or on the date of the Participant's death.
Forfeiture Allocations
All Participant forfeitures are used to reduce future Employer
Matching Contributions to the Plan.
Benefit Payments
Prior to the merger of the Stock Purchase Savings Program into
the Plan, the Plan required that a Participant's Before-Tax
Contributions, Rollover Contributions and vested Employer
Matching Contributions remain in the Plan until the
Participant's death, permanent disability, legal retirement
age or termination of employment, unless a withdrawal of such
funds qualified as a "hardship" withdrawal or Qualified
Domestic Relations Order (QDRO). Eligible Participants could,
however, request a loan from their vested Before-Tax and
Rollover Accounts. A Participant's After-Tax Contributions, if
any, were available for inservice withdrawal. All
distributions from the Plan were made in the form of cash and
or securities as credited to a Participant's account.
Subsequent to the merger of the Stock Purchase Savings Program
into the Plan, the Participant's After-Tax Contributions may
be withdrawn at any time upon written request of the
11
NOTES TO FINANCIAL STATEMENTS, Continued
_______
2. Plan Description, Continued:
Participant. In addition, a Participant may withdraw all or
any part of his or her vested Employer Contributions
transferred to the Plan from the Stock Purchase Savings
Program and the vested Employer Matching Contributions on his
or her Basic After-Tax Contributions, but only to the extent
that such contributions have been in the Plan or the Stock
Purchase Savings Program for at least two full Plan Years
after the Plan Year in which such contributions were made.
Administrative Fees
Administrative expenses of the Plan may be paid out of Plan
assets if not paid by the Company.
3. Significant Accounting Policies
Basis of Accounting
The accompanying financial statements have been prepared on
the accrual basis in accordance with generally accepted
accounting principles.
Change in Accounting Method
In accordance with guidance issued by the American Institute
of Certified Public Accountants in 1993, the Plan has changed
its method of accounting for distributions such that all
amounts elected to be withdrawn and distributed from the Plan
by participants are no longer recorded as a liability in the
Statement of Net Assets Available for Plan Benefits. The
effect of the change was to increase the net assets available
for plan benefits as of January 1, 1992 by $964,327. As of
December 31, 1992, $15,909 has been allocated to accounts of
persons who have withdrawn from participation in the earnings
and operations of the Plan, but for which disbursement of
those funds from the Plan has not yet been made. The following
is a reconciliation to the amounts reported on Form 5500:
12
NOTES TO FINANCIAL STATEMENTS, Continued
_______
3. Significant Accounting Policies, Continued:
Net assets available for plan
benefits as stated in the
financial statements $ 27,095,289
Less: Distributions payable (15,909)
Net assets available for plan
benefits per Form 5500 $ 27,079,380
In addition, the report differs from the Form 5500 by the same
amount for benefit payments on the Statement of Changes in Net
Assets.
Investments
The Plan invests in open-ended funds managed by Fidelity
Investments with the exception of the PMSC Stock Fund. Each
fund is valued at quoted market prices to determine a current
fund value. Investments in securities for which exchange
quotations are readily available are valued at the last sale
price, or, if no sale, at the closing bid price. Debt
securities are valued in the same manner or in some other
manner, if, in the opinion of the Board of Trustees, such
other manner would more accurately reflect the fair value of
such debt securities. Short-term investments are valued
either at amortized cost or original cost plus accrued
interest, both of which approximate market value.
The Plan's investments, including the related party interest
in Policy Management Systems Corporation common stock, are
held by a bank-administered trust fund. The Plan presents in
the statement of changes in net assets available for plan
benefits the net appreciation (depreciation) in the fair value
of its investments which consists of the realized gains or
losses and the unrealized appreciation (depreciation) on those
investments.
4. Tax Status
The Plan is intended to be qualified under Sections 401(k) and
401(a) of the Code. The Company has not yet received a
determination letter from the Internal Revenue Service. In the
opinion of management, the Plan was designed and is operated
in a manner that qualified it for tax-exempt status.
13
NOTES TO FINANCIAL STATEMENTS, Continued
_______
5. Termination of Plan
The Company expects and intends to continue the Plan in force
indefinitely, but has reserved the right to amend or terminate
the Plan as necessary. If the Plan were to be terminated,
Participants would become fully vested and all assets of the
Plan would be distributed to the individual Participants based
upon the vested balances in their individual account at date
of termination.
6. Subsequent Event
In April 1993, litigation was commenced against the Company
and certain of its present and former officers and directors
in the United States District Court for the District of South
Carolina, Columbia Division. In the litigation, which is a
class action on behalf of purchasers of the Company's common
stock between March 18, 1992 and July 8, 1993, the plaintiffs
allege that the Company failed to prepare its financial
statements in accordance with generally accepted accounting
principles and omitted to disclose certain information
regarding, among other things, its business and prospects in
violation of the Federal securities laws, the South Carolina
Code and common law. The Company believes it has meritorious
defenses to the claims and is vigorously defending the
litigation. The plaintiffs seek unspecified compensatory
damages, legal fees and litigation costs.
In June 1993, the Securities and Exchange Commission ("SEC")
commenced a formal investigation into possible violations of
the Federal securities laws in connection with the Company's
public reports and financial statements, as well as trading in
the Company's securities. The SEC has issued a formal order
of investigation which provides the SEC staff with the power
to subpoena documents and to compel testimony in connection
with their investigation. The Company is cooperating with the
SEC in connection with the investigation.
14
SUPPLEMENTAL SCHEDULES
15
POLICY MANAGEMENT SYSTEMS CORPORATION
401(k) RETIREMENT PLAN
FORM 5500, ITEM 27(a)-SCHEDULE OF ASSETS HELD
FOR INVESTMENT PURPOSES
December 31, 1992
Current
Identity of Issue Description of Investment Cost Value
Fidelity 4,222,440 units Fidelity Money Market Trust
U.S. Government Retirement Government Money Market Portfolio $ 4,222,440 $ 4,222,440
Reserves
29,355 units First Union Master Reserve Trust 29,355 29,355
Fidelity 247,829 units Fidelity Puritan Fund, Inc. 3,358,624 3,653,006
Puritan Fund
96 units First Union Master Reserve Trust 96 96
Fidelity 84,841 units Fidelity Magellan Fund, Inc. 5,366,735 5,345,807
Magellan Fund
82 units First Union Master Reserve Trust 82 82
Series EE Bonds 249,500 units United States Savings Bonds, 124,750 124,750
Account Series EE
PMSC 162,606 shares Policy Management Systems
Stock Fund Corporation Common Stock * 7,461,888 13,577,600
446,835 units First Union Master Reserve Trust 446,835 446,835
152 shares The Seibels Bruce Group
Incorporated Common Stock 1,723 285
$21,012,528 $27,400,256
<FN>
*Indicates party-in-interest to the Plan.
Note:
The First Union Master Reserve Trust represents funds held in a money market account for the purpose
of paying administrative expenses related to the purchasing and selling of investments.
16
POLICY MANAGEMENT SYSTEMS CORPORATION
401(k) RETIREMENT PLAN
FORM 5500, ITEM 27(d) - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1992
Value of
Identity of Asset on
Party Selling Cost of Transaction Net Gain
Involved Description of Assets Price Asset Date (Loss)
Fidelity U.S. Purchases:
Government 1,814,047 units First Union Master
Reserves Reserve Trust $ - $1,814,047 $1,814,047 $ -
Fund
Sales:
1,820,793 units First Union Master
Reserve Trust 1,820,793 1,820,793 1,820,793 -
1,557,580 units Fidelity U.S. Government
Reserves 1,557,580 1,557,580 1,557,580 -
Fidelity Purchases:
Puritan 1,087,414 units First Union Master
Fund Reserve Trust - 1,087,414 1,087,414 -
94,939 units Fidelity Puritan Fund, Inc. - 1,385,955 1,385,955 -
Sales:
1,105,211 units First Union Master
Reserve Trust 1,105,211 1,105,211 1,105,211 -
Fidelity Purchases:
Magellan 1,709,649 units First Union Master
Fund Reserve Trust - 1,709,649 1,709,649 -
37,360 units Fidelity Puritan Fund, Inc. - 2,450,738 2,450,738 -
Sales:
1,751,372 units First Union Master
Reserve Trust 1,751,372 1,751,372 1,751,372
PMSC Common Purchases:
Stock Fund 2,065,963 units First Union Master
Reserve Trust - 2,065,963 2,065,963 -
32,377 units Policy Management Systems
Corporation Common Stock* - 2,260,910 2,260,910 -
Sales:
2,047,308 units First Union Master
Reserve Trust 2,047,308 2,047,308 2,047,308 -
<FN>
* Indicates party-in-interest to the Plan.