EXHIBIT 99.1
------------
Information, Financial Statements, and Exhibits
Required by Form 11-K in accordance with
Rule 15d-21 under the
Securities Exchange Act of 1934
For the Fiscal Years Ended December 31, 1994
and December 31, 1993
Delphi Information Systems, Inc.
Cash Option Profit Sharing Plan
DELPHI INFORMATION SYSTEMS, INC.
--------------------------------
The principal executive offices of Delphi Information Systems, Inc.
are located at 3501 Algonquin Road, Rolling Meadows, Illinois 60008
ITEM 1. CHANGES IN THE PLAN
-------------------
Delphi Information Systems, Inc. (the "Company") adopted the Cash
Option Profit Sharing Plan (the "Plan") effective January 1, 1988.
There were no material changes in the provisions of the Plan during
1994 or 1993.
ITEM 2. CHANGES IN INVESTMENT POLICY
----------------------------
There were no material changes made during 1994 or 1993 with respect
to investment policy.
ITEM 3. CONTRIBUTIONS UNDER THE PLAN
----------------------------
The Company made no contributions to the Plan in 1994 or 1993.
ITEM 4. PARTICIPATING EMPLOYEES
-----------------------
As of December 31, 1994, there were approximately 479 employees who
were participants in the Plan compared to 276 employees as of December
31, 1993. The increase in the number of participants during the year
is partly due to employees of Mountain States and Insurnet, companies
acquired by Delphi in December, 1993, who enrolled in the Plan during
the year.
ITEM 5. ADMINISTRATION OF THE PLAN
--------------------------
(a) The Plan is administered by the Company's Administrative
Committee (the "Committee" or "Administrators"), the members of which
are appointed by the Board of Directors. The members of the Committee
and their titles with the Company as of April 1, 1995 are as follows:
Position with the
Member's Names Company or Affiliates
-------------- ---------------------
M. Denis Connaghan President and CEO
John Sprieser Vice President, Finance and CFO
Meigan Putnam Vice President, Operations
The business address of each member of the Committee is 3501 Algonquin
Road, Rolling Meadows, Illinois 60008.
The Administrators of the Plan also serve as the Trustees of the Plan.
The trust established under the Plan is administered by the Trustees.
(b) During 1994 and 1993, no Committee members or Trustees received
any compensation from the Plan for services rendered in connection
with the administration of the Plan.
ITEM 6. INVESTMENT CUSTODIAN
--------------------
(a) Connecticut General Life Insurance Company ("CIGNA") acts as
custodian of the Plan's securities and investments. Its offices are
located at:
Connecticut General Life Insurance Company
Group Pension Division
Metro Center One
350 Church Street
M-80
Hartford, CT 06104
CIGNA manages participant contributions which are invested in an
employee directed combination of the Guaranteed Long Term Account,
Guaranteed Government Securities Account, Income and Growth Account
and/or the Growth Opportunities Account.
CIGNA delivers participants' contributions that are to be invested in
the Company's common stock to Smith Barney Shearson ("Smith Barney")
who executes the buy or sell orders it is given and holds the stock
certificates. Smith Barney's offices are located at:
Smith Barney Shearson
350 California Street
San Francisco, CA 94104-1477
(b) The contract and administrative fees incurred by the Plan are
payable to CIGNA, the Plan Custodian. During 1994, the fees were
$14,979 compared to$17,731 in 1993. The Company paid these fees on
behalf of the Plan in both years.
(c) The Company and the Plan Administrators had a banker's blanket
bond in the amount of $500,000 at December 31, 1994 with a deductible
of $-0-.
ITEM 7. REPORTS TO PARTICIPATING EMPLOYEES
----------------------------------
Participating employees are furnished quarterly statements during the
year reflecting the status of their accounts. The first such
statement was issued on March 31, 1988.
ITEM 8. INVESTMENTS OF PLAN
-------------------
Brokerage fees of $634 were paid to Smith Barney in 1994 compared to
$257 in 1993. No brokerage fees were paid to any person described in
SEC requirements for disclosure in Item 8(a)(2) of this form.
3
ITEM 9. FINANCIAL STATEMENTS AND EXHIBITS
---------------------------------
(a) Index of Financial Statements and Schedules
Page
----
Report of Independent Public Accountants F-1
Statement of Net Assets Available for Plan Benefits, with Fund
Information, as of December 31, 1994 F-2
Statement of Net Assets Available for Plan Benefits, with Fund
Information, as of December 31, 1993 F-3
Statement of Changes in Net Assets Available for Plan Benefits,
with Fund Information, for the Year Ended December 31, 1994 F-4
Statement of Changes in Net Assets Available for Plan Benefits,
with Fund Information, for the Year Ended December 31, 1993 F-5
Notes to Financial Statements F-6 to F-10
Schedule I - Item 27a--Schedule of Assets Held for Investment
Purposes F-11
Schedule II - Item 27d--Schedule of Reportable Transactions F-12
(b) Exhibits
None
4
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 the
Committee has duly caused this annual Report to be signed by the undersigned
thereunto duly authorized.
DELPHI INFORMATION SYSTEMS, INC.
Cash Option Profit Sharing Plan
Date: June 27, 1995 Signature /s/ John Sprieser
------------------------ -----------------
John Sprieser
VP-Finance and CFO
5
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
----------------------------------------
To the Trustees of
Delphi Information Systems, Inc.
Cash Option Profit Sharing Plan
We have audited the accompanying statements of net assets available for Plan
benefits of Delphi Information Systems, Inc. Cash Option Profit Sharing Plan as
of December 31, 1994 and 1993 and the related statements of changes in net
assets available for the Plan benefits, with fund information, for the years
then ended. These financial statements and schedules referred to below are the
responsibility of the Plan's 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 plan benefits as of December
31, 1994 and 1993 and the changes in its net assets available for plan benefits
for the years then ended, in conformity with generally accepted accounting
principles.
Our audits were 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
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 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.
The schedule of assets held for investment purposes as of December 31, 1994 and
the schedule of reportable transactions for the year ended December 31, 1994 do
not disclose the historical cost of the Plan's investments. Disclosure of this
information is required by the Department of Labor Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974.
ARTHUR ANDERSEN LLP
Chicago, Illinois
June 19, 1995
F-1
DELPHI INFORMATION SYSTEMS, INC.
CASH OPTION PROFIT SHARING PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION
AS OF DECEMBER 31, 1994
FUND INFORMATION
-----------------------------------------------------------------------------
Guaranteed Income
Delphi Guaranteed Government and Growth
Common Long Term Securities Growth Opportunities Loan
Stock Account Account Account Account Account Total
----------------------------------------------------------------------------- -----------
PLAN ASSETS:
Investments:
Delphi
Common Stock $ 17,454 $ -- $ -- $ -- $ -- $ -- $ 17,454
Guaranteed
Long Term
Account -- 1,785,877 -- -- -- -- 1,785,877
Guaranteed
Government
Securities
Account -- -- 124,765 -- -- -- 124,765
Income and
Growth
Account -- -- -- 1,099,845 -- -- 1,099,845
Growth
Opportunities
Account -- -- -- -- 2,070,965 -- 2,070,965
Participant Loans -- -- -- -- -- 211,656 211,656
-----------------------------------------------------------------------------------------
Total investments 17,454 1,785,877 124,765 1,099,845 2,070,965 211,656 5,310,562
Cash -- -- -- -- -- -- 0
Participants'
contributions
receivable 837 23,971 2,606 23,481 39,173 -- 90,068
-----------------------------------------------------------------------------------------
Net assets available for
Plan benefits $ 18,291 $ 1,809,848 $ 127,371 $ 1,123,326 $ 2,110,138 $ 211,656 $ 5,400,630
-----------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------
The accompanying notes are an integral part of these statements.
F-2
DELPHI INFORMATION SYSTEMS, INC.
CASH OPTION PROFIT SHARING PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION
AS OF DECEMBER 31, 1993
FUND INFORMATION
-------------------------------------------------------------------------
Guaranteed Income
Delphi Guaranteed Government and Growth
Common Long Term Securities Growth Opportunities Loan
Stock Account Account Account Account Account Total
------------------------------------------------------------------------- -----------
PLAN ASSETS:
Investments:
Delphi
Common Stock $ 35,680 $ -- $ -- $ -- $ -- $ -- $ 35,680
Guaranteed
Long Term
Account -- 1,610,788 -- -- -- -- 1,610,788
Guaranteed
Government
Securities
Account -- -- 107,599 -- -- -- 107,599
Income and
Growth
Account -- -- -- 751,881 -- -- 751,881
Growth
Opportunities
Account -- -- -- -- 1,268,807 -- 1,268,807
Participant Loans -- -- -- -- -- 120,047 120,047
---------------------------------------------------------------------------------------
Total investments 35,680 1,610,788 107,599 751,881 1,268,807 120,047 3,894,802
Cash 819 -- -- -- -- 819
Participants'
contributions
receivable 1,224 18,769 14,044 17,690 21,982 5,590 79,299
--------- ------------ ------------ ----------- -------------- ------------------------
Net assets available for
Plan benefits $ 37,723 $ 1,629,557 $ 121,643 $ 769,571 $ 1,290,789 $ 125,637 $ 3,974,920
--------- ------------ ----------- ----------- -------------- ------------------------
--------- ------------ ----------- ----------- -------------- ------------------------
The accompanying notes are an integral part of these statements.
F-3
DELPHI INFORMATION SYSTEMS, INC.
CASH OPTION PROFIT SHARING PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE
FOR PLAN BENEFITS, WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1994
FUND INFORMATION
--------------------------------------------------------------------
Guaranteed Income
Delphi Guaranteed Government and Growth
Common Long Term Securities Growth Opportunities Loan
Stock Account Account Account Account Account Total
--------------------------------------------------------------------------------
ADDITIONS:
Contributions:
Participants $24,780 $431,171 $45,190 $709,453 $858,721 $0 $2,069,315
Investment Income:
Net appreciation/(depreciation) in fair value of
investments (36,699) 0 3,332 (58,553) 18,320 0 (73,600)
Interest 0 99,325 307 2,742 1,959 0 104,333
Dividends 102 0 0 0 0 0 102
--------------------------------------------------------------------------------
Total investment income/(loss) (36,597) 99,325 3,639 (55,811) 20,279 0 30,835
--------------------------------------------------------------------------------
Total additions (11,817) 530,496 48,829 653,642 879,000 0 2,100,150
--------------------------------------------------------------------------------
DEDUCTIONS:
Benefits paid to participants (4,127) (307,794) (14,943) (163,220) (184,222) 0 (674,306)
Other expenses (134) 0 0 0 0 0 (134)
--------------------------------------------------------------------------------
Total deductions (4,261) (307,794) (14,943) (163,220) (184,222) 0 (674,440)
--------------------------------------------------------------------------------
LOANS ISSUED TO PARTICIPANTS 0 (154,924) (1,306) (25,779) (12,336) 194,345 0
LOAN PRINCIPAL REPAYMENTS 0 81,023 2,082 12,583 12,638 (108,326) 0
INTERFUND TRANSFERS (3,354) 31,490 (28,934) (123,471) 124,269 0 0
--------------------------------------------------------------------------------
NET INCREASE (DECREASE) (19,432) 180,291 5,728 353,755 819,349 86,019 1,425,710
NET ASSETS AVAILABLE FOR PLAN BENEFITS
Beginning of year 37,723 1,629,557 121,643 769,571 1,290,789 125,637 3,974,920
--------------------------------------------------------------------------------
End of year $18,291 $1,809,848 $127,371 $1,123,326 $2,110,138 $211,656 $5,400,630
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
The accompanying notes are an integral part of these statements
F-4
DELPHI INFORMATION SYSTEMS, INC.
CASH OPTION PROFIT SHARING PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE
FOR PLAN BENEFITS, WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1993
FUND INFORMATION
------------------------------------------------------------------
Guaranteed Income
Delphi Guaranteed Government and Growth
Common Long Term Securities Growth Opportunities Loan
Stock Account Account Account Account Account Total
------------------------------------------------------------------------------
ADDITIONS:
Contributions:
Participants $18,263 $389,586 $61,403 $238,871 $367,281 $0 $1,075,404
Investment Income:
Net appreciation/(depreciation) in fair value of
investments (10,455) 0 1,662 93,632 200,694 0 285,533
Interest 0 133,453 0 0 0 0 133,453
Dividends 57 0 0 0 0 0 57
------------------------------------------------------------------------------
Total investment income/(loss) (10,398) 133,453 1,662 93,632 200,694 0 419,043
------------------------------------------------------------------------------
Total additions 7,865 523,039 63,065 332,503 567,975 0 1,494,447
------------------------------------------------------------------------------
DEDUCTIONS:
Benefits paid to participants (17,606) (510,979) (8,289) (35,264) (61,116) 0 (633,254)
Other expenses (adjustment) 0 (13,923) 0 13,735 0 0 (188)
------------------------------------------------------------------------------
Total deductions (17,606) (524,902) (8,289) (21,529) (61,116) 0 (633,442)
------------------------------------------------------------------------------
LOANS ISSUED TO PARTICIPANTS 0 (83,299) 0 0 0 83,299 0
LOAN PRINCIPAL REPAYMENTS 0 73,957 0 0 0 (73,957) 0
INTERFUND TRANSFERS (461) (201,796) 13,075 108,382 80,800 0 0
------------------------------------------------------------------------------
NET INCREASE (DECREASE) (10,202) (213,001) 67,851 419,356 587,659 9,342 861,005
NET ASSETS AVAILABLE FOR PLAN BENEFITS
Beginning of year 47,925 1,842,558 53,792 350,215 703,130 116,295 3,113,915
------------------------------------------------------------------------------
End of year $37,723 $1,629,557 $121,643 $769,571 $1,290,789 $125,637 $3,974,920
------------------------------------------------------------------------------
------------------------------------------------------------------------------
The accompanying notes are an integral part of these statements.
F-5
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1994 AND 1993
1. PLAN DESCRIPTION
----------------
The following is a general description of the Cash Option Profit Sharing Plan
(the "Plan"). Participants should refer to the Plan agreement for a more
complete description of the Plan's provisions.
GENERAL
The Plan, which commenced January 1, 1988, is a qualified cash option profit
sharing plan offered to all eligible employees of Delphi Information Systems,
Inc. (the "Company" or "Delphi") when hired. Enrollment to participate and
election changes occur quarterly. The Plan is subject to the provisions of
the Employee Retirement Income Security Act of 1974 (ERISA) and Section 401
(a) and Section 401 (k) of the Internal Revenue Code of 1986, as amended
(IRC). At December 31, 1994, there were 479 active participants in the Plan
of whom 257, 73, 241, 268 and 59 were electing to invest either wholly or
partially in the CIGNA Guaranteed Long Term Account, the CIGNA Guaranteed
Government Securities Account, the CIGNA Income and Growth Account, the CIGNA
Growth Opportunities Account and Delphi Common Stock, respectively. At
December 31, 1993 there were 276 active participants of whom 208, 60, 152,
162 and 43 were electing to invest either wholly or partially in the CIGNA
Guaranteed Long Term Account, the CIGNA Guaranteed Government Securities
Account, the CIGNA Income and Growth Account, the CIGNA Growth Opportunities
Account and Delphi Common Stock, respectively.
CONTRIBUTIONS
Participants may elect to contribute an amount equaling from 1% to 20% of
their basic compensation up to a maximum of $9,240 for 1994 compared to
$8,994 for 1993 (salary reduction contributions). This maximum allowable
contribution is adjusted each year for increases in the cost of living as
provided in applicable regulations. This annual amount is an aggregate
limitation that applies to all of an individual's salary reduction
contributions and similar contributions under other plans. The Company may
make an annual discretionary contribution to the Plan. Each Plan year, the
Company will decide what portion of its profits, if any, it will contribute
to the Plan. The Company did not make any contribution to the Plan during
1994 and 1993.
The salary reduction contributions made on behalf of each participant are
paid to the Custodian as soon as practical after the last day of each month,
and deposited to the investment funds as directed by the participant.
F-6
DELPHI INFORMATION SYSTEMS, INC.
CASH OPTION PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS, Continued
DECEMBER 31, 1994 AND 1993
PARTICIPANT ACCOUNTS
Each participant's account is credited with (1) the participant's
contributions, (2) the related Company matching contributions, if any, and
(3) fund earnings or losses. These accounts are summarized in the
accompanying financial statements as net assets available for plan benefits.
VESTING
Each participant has an immediate, fully vested right to receive all salary
reduction contributions and earnings thereon, upon termination from the
Company, or upon separation caused by death of the participant or under other
special circumstances.
The Company's contributions to the Plan, if any, and the earnings on such
contributions, become vested over four years of service.
INVESTMENTS
Each participant directs that salary reduction contributions for the
participants' benefit and any earnings thereon be invested in one or more of
the following funds:
a. CIGNA Guaranteed Long Term Account - Invests in longer term fixed
income securities, such as corporate bonds and commercial mortgages.
b. CIGNA Guaranteed Government Securities Account - Invests in U.S.
Treasuries, government agency obligations and repurchase agreements fully
backed by such securities.
c. CIGNA Income and Growth Account - Invests in a diversified portfolio
of equity and fixed income securities.
d. CIGNA Growth Opportunities Account - Invests in common stocks and
securities convertible into common stocks.
e. Delphi Stock Account - Invests in the shares of the Company's common
stock. Participants are limited to a maximum of 25% of their annual
contributions that can be invested in the Company's stock.
F-7
DELPHI INFORMATION SYSTEMS, INC.
CASH OPTION PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS, Continued
DECEMBER 31, 1994 AND 1993
PAYMENT OF BENEFITS
Upon termination of employment, a participant's benefit is distributed in a
single, lump sum payment. The distribution is made in the form of cash,
unless the participant elects to receive the portion of his account that was
invested in the Company's stock in the form of whole shares of such Company
stock.
EXPENSES
Expenses in connection with the purchase or sale of stock or other securities
are charged to the fund for which such purchase or sale is made. The Trust
Agreement stipulates that expenses incurred by the Trustee in the performance
of its duties shall be paid from the Trust Fund unless paid by the Company at
its sole discretion. During 1994 and 1993 the Company elected to pay these
expenses which consisted of the following: (1) accounting and legal fees of
approximately $6,000 in both 1994 and 1993; and (2) record keeping fees paid
to the Custodian of $14,979 and $17,731 in 1994 and 1993, respectively.
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 will become fully vested in any Company
contributions to their accounts.
ADMINISTRATION
The Plan is administered by an Administrative Committee appointed by the
Board of Directors of the Company.
The Committee has responsibility for supervising the collection of
contributions, delivery of such contributions to the Trustee, and maintenance
of necessary records.
The Trustee's responsibilities include receipt of Plan contributions,
investment and maintenance of trust assets in the available funds, and
distributions under the plan of such amounts as the Committee shall direct
from time to time.
F-8
DELPHI INFORMATION SYSTEMS, INC.
CASH OPTION PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS, Continued
DECEMBER 31, 1994 and 1993
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
------------------------------------------
BASIS OF ACCOUNTING
The accompanying financial statements are prepared on the accrual basis of
accounting.
INVESTMENTS
Investments are stated at fair value. Purchases and sales of securities are
reflected on a settlement date basis. In accordance with the policy of
stating investments at fair value, realized and unrealized gains and losses
on investments are reflected as net appreciation/depreciation in the
Statements of Changes in Net Asset Available for Plan Benefits. Dividend
income is accrued on the ex-dividend date. Interest income from other
investments is accrued as earned.
The value of the investment in the Guaranteed Long Term Account and the
Guaranteed Government Securities Account is equal to the amounts deposited in
the account plus interest credited thereon less expenses, charges and other
distributions. The Guaranteed Long Term Account bore an interest rate of
5.40 percent at December 31, 1994 (6.25 percent at December 31, 1993). The
Guaranteed Government Securities Account held 11,280.74 units with a unit
value of $11.06 at December 31, 1994.
The value of a unit in the Income and Growth Account and the Growth
Opportunities Account is based on the market value of the assets in the
account at year-end. The Income and Growth Account held 60,199.51 units with
a unit value of $18.27 at December 31, 1994. The Growth Opportunities
Account held 66,956.51 units with a unit value of $30.93 at December 31,
1994. Investments in these accounts, traded on national securities
exchanges, are valued at year-end closing prices, and in the case of over-
the-counter securities, at closing prices at December 31.
LOANS TO PARTICIPANTS
The Plan allows participants to borrow against their accounts subject to
certain limitations. The rate of interest on such borrowings is equal to the
rate of interest paid by the Guaranteed Long Term Account at the time the
loan is made (6.75% to 15.90% at December 31, 1994). Employee loans
outstanding were $211,656 and $125,637 at December 31, 1994 and 1993,
respectively.
CONTRIBUTIONS
Participant contributions are recorded in the period that a participant's
payroll deductions are made. Participant rollovers are funds transferred
into the Plan during the respective year from new participants' previous
employer plans.
F-9
DELPHI INFORMATION SYSTEMS, INC.
CASH OPTION PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS, Continued
DECEMBER 31, 1994 and 1993
3. RECONCILIATION TO FORM 5500
---------------------------
As of December 31, 1994 and 1993, the Plan had $0 and $127,591, respectively,
of pending distributions to participants who elected to withdraw from the
operation and earnings of the Plan. These amounts are recorded as a
liability in the Plan's Form 5500; however, these amounts are not recorded as
a liability in the accompanying financial statements in accordance with
generally accepted accounting principles.
The following table reconciles benefits paid per the financial statements to
the Form 5500 as filed by the Company for the year ended December 31, 1994:
Net Assets Available
for Plan Benefits
Benefits December 31
Payable to Benefits ---------------------------
Participants Paid 1994 1993
------------ ---------- ------------ -----------
Per financial statements $ 0 $ 674,306 $ 5,400,630 $ 3,974,920
Accrued benefit 0 0 0
(127,591)
payments
Reversal of 1993 accrual 0 (127,591) 0 0
benefit payments
------------ ----------- ------------- ------------
Per Form 5500 $ 0 $ 546,715 $ 5,400,630 $ 3,847,329
------------ ----------- ------------- ------------
4. TAX STATUS
----------
Although the Plan has received a favorable determination letter dated
December 18, 1989 from the Internal Revenue Service, it has not been updated
for the latest plan amendments. However, management has recently filed for a
new determination letter but has not yet received it. The plan administrator
and management believe that the Plan was designed and operated in compliance
with the applicable requirements of the IRC. Therefore, they believe that
the Plan was qualified and the related trust was tax-exempt through the year
ended December 31, 1994.
5. RECLASSIFICATIONS
-----------------
Certain 1993 amounts have been reclassified to conform to the 1994
presentation.
F-10
DELPHI INFORMATION SYSTEMS, INC.
CASH OPTION PROFIT SHARING PLAN
SCHEDULE I - ITEM 27A - - SCHEDULE OF ASSETS
HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1994
Market
Value at
Close of
Name of Issuer and Title of Issue Cost (a) Period
--------------------------------- -------- ----------
* Delphi common stock, 22,348 shares,
$0.10 par value, $.781 per share $ 17,454
* CIGNA Guaranteed Long Term Account,
5.40 percent 1,785,877
* CIGNA Guaranteed Government Securities
Account, 11,280.74 units, $11.06 per unit 124,765
* CIGNA Income and Growth Account,
60,199.51 units, $18.27 per unit 1,099,845
* CIGNA Growth Opportunities Account,
66,956.51 units, $30.93 per unit 2,070,965
* Participant Loans
6.75 percent to 15.90 percent interest 211,656
-----------
$5,310,562
-----------
-----------
<FN>
(a) Historical cost information could not be obtained from the Plan's custodian.
* Represents a party in interest as of December 31, 1994.
The accompanying notes are an integral part of these statements.
F-11
DELPHI INFORMATION SYSTEMS, INC.
CASH OPTION PROFIT SHARING PLAN
SCHEDULE II - 27D -- SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1994
Purchases Dispositions
--------- -----------------------------------
Purchase Price
and Current Value
Involved Fund Description Number of of Assets on Selling Gain/
Party Name of Assets Transactions Transaction Date Price Cost (a) Loss
-------- --------------- ----------------- ------------ ----------------- ------- -------- ------------------
* CIGNA Guaranteed Fixed Income (b) $673,582 $567,085 $ --
Long Term
Account
* CIGNA Income and Equity and Fixed (b) 782,075 369,946 --
Growth Income Securities
Account Fund
* CIGNA Growth Common Stock (b) 1,012,248 218,072 --
Opportunities Fund
Account
<FN>
(a) Historical cost information could not be obtained from the Plan's custodian.
(b) Information could not be obtained from the Plan's custodian.
* Represents a party in interest as of December 31, 1994.
The accompanying notes are an integral part of these statements.
F-12