<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION


                             Washington, D.C. 20549


                                    FORM 8-K


                                 CURRENT REPORT


                     Pursuant to Section 13 or 15(d) of the 
                         Securities Exchange Act of 1934


                Date of Report (Date of earliest event reported):
                               SEPTEMBER 18, 1998


                           CLARK/BARDES HOLDINGS, INC.
             (Exact name of registrant as specified in its charter)


    DELAWARE                        000-24769                    52-2103926
 (State or other                   (Commission                  (IRS employer
 jurisdiction of                   file number)              identification no.)
incorporation or
  organization)

                       2121 SAN JACINTO STREET, SUITE 2200
                            DALLAS, TEXAS 75201-7906
              (Address and zip code of principal executive offices)

               Registrant's telephone number, including area code:
                                 (214) 871-8717



<PAGE>   2


ITEM 2.  ACQUISITION OR DISPOSITION OF ASSETS

      On September 18, 1998, the Clark/Bardes, Inc. ("CBI"), a Delaware
corporation and wholly owned subsidiary of Clark/Bardes Holdings Inc., a
Delaware corporation (the "Company"), entered into and consummated an Asset
Purchase Agreement (the "Purchase Agreement") with Schoenke & Associates
Corporation, Schoenke & Associates Securities Corporation (collectively, the
"Schoenke Entities") and Raymond F. Schoenke, Jr. (together with the Schoenke
Entities, the "Sellers"). The Purchase Agreement provided for, among other
things, the acquisition by CBI of the businesses and substantially all of the
assets of the Schoenke Entities for a purchase price of $17.0 million consisting
of (i) a wire transfer of immediately available funds of $13.5 million, which
represents $15.0 million less a $1.5 million deposit previously paid to the
Schoenke Entities pursuant to a Letter of Intent and (ii) a promissory note
issued by CBI to the Sellers in an amount equal to $2.0 million (the "Promissory
Note").

      The assets acquired pursuant to the Purchase Agreement include all
intangible assets and intellectual property, all lists, records and files
pertaining to customers, all computer software and systems and related licenses,
and all limited partnership interests in Schoenke & Associates of Hawaii, L.P.
The purchase price was determined using the discounted cash flow of inforce
revenues adjusted for expected persistency, mortality and associated costs, and
adjustment was made to the purchase price for the anticipated going-concern
value.

      The $13.5 million cash portion of the transaction was funded by the
proceeds from the Company's initial public offering under the Company's
Registration Statement on Form S-1 (No. 333-56799), as amended. The Promissory
Note is payable in two equal installments each in the amount of $1 million on
September 1, 1999 and on September 1, 2000, with interest on the unpaid balance
of the Promissory Note accruing at a rate of 6.75% compounded annually. CBI must
make interest payments on the first day of each month beginning on November 1,
1998. The promissory note is secured by a lien in certain commission renewals
and/or fees received by CBI.

      The Schoenke Entities are a 35 member executive benefit and compensation
consulting firm headquartered in Maryland with offices in Dallas, St. Louis and
Honolulu. The Schoenke Entities specialize in designing, financing and
administering benefit programs for companies. Prior to the acquisition described
above, there was no material relationship between any of the Sellers and CBI or
the Company or any of its affiliates, any director or officers of the Company or
of CBI, or any associate of any such director or officer.

ITEM 7.  PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

         (a)   FINANCIAL STATEMENT OF BUSINESS ACQUIRED

               Balance sheets of Schoenke & Associates Corporation as of
               December 31, 1996 and 1997 and as of June 30, 1998 (unaudited)
               and the related statements of income, changes in stockholders'
               equity, and cash flows for 



                                       2
<PAGE>   3
               each of the years in the three-year period ended December 31,
               1997 and the six months ended June 30, 1997 and 1998 (unaudited).

         (b)   PRO FORMA FINANCIAL INFORMATION

               Clark/Bardes Holdings, Inc. Unaudited Pro Forma Balance Sheet as
               of June 30, 1998 and Unaudited Pro Forma Statement of Operations
               for the year ended December 30, 1997 and the six months ended
               June 30, 1998.

         (c)   EXHIBITS

               The following Exhibits are filed herewith:

               2.1  Letter of Intent, dated as of May 29, 1998, from
                    Clark/Bardes, Inc. to Schoenke & Associates Corporation,
                    Schoenke & Associates Securities Corporation and Schoenke &
                    Associates of Hawaii, L.P. (incorporated herein by reference
                    to Exhibit 2.2 to the Company's Registration Statement on
                    Form S-1 (No. 333-56799) filed with the Commission on June
                    12, 1998).

               2.2  Asset Purchase Agreement, dated September 18, 1998, with
                    Schoenke & Associates Corporation, Schoenke & Associates
                    Securities Corporation and Raymond F. Schoenke, Jr.

               99   Press release dated September 22, 1998.



                                       3
<PAGE>   4
[BR & COMPANY LETTERHEAD]



                          INDEPENDENT AUDITOR'S REPORT


TO THE BOARD OF DIRECTORS
SCHOENKE & ASSOCIATES CORPORATION
GERMANTOWN, MARYLAND

We have audited the accompanying balance sheets of Schoenke & Associates 
Corporation as of December 31, 1997 and 1996, and the related statements of 
income, changes in stockholders' equity, and cash flows for each of the years 
in the three-year period ended December 31, 1997. These financial statements 
are the responsibility of the Company's management. Our responsibility is to 
express an opinion on these financial statements based on our audit.

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 from 
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 financial position of Schoenke & Associates 
Corporation as of December 31, 1997 and 1996, and the results of its operations 
and its cash flows for each of the years in the three-year period ended 
December 31, 1997, in conformity with generally accepted accounting principles.



/s/ BERLIN, RAMOS & COMPANY, P.A.

    BERLIN, RAMOS & COMPANY, P.A.
                                                              


June 29, 1998





                                      4
<PAGE>   5


                        SCHOENKE & ASSOCIATES CORPORATION
                                 BALANCE SHEETS


<TABLE>
<CAPTION>
                                     ASSETS

                                                   JUNE 30,             DECEMBER 31,
                                                    1998            1997            1996
                                                ------------    ------------    ------------
                                                (Unaudited)
<S>                                             <C>             <C>             <C>         
CURRENT ASSETS
  Cash and Cash Equivalents                     $    353,725    $    250,144    $    172,458
  Commissions Receivable                             834,003         973,198         680,304
  Due from Affiliate                                      53             169             542
  Accounts Receivable - Other                          4,973           4,206           3,433
  Due from Stockholder                                 1,811           2,108           1,596
  Due from Employees                                   4,834           4,653           5,283
  Prepaid Insurance                                    8,768          15,775          14,613
  Prepaid Rent                                            --              --          20,240
                                                ------------    ------------    ------------
    TOTAL CURRENT ASSETS                           1,208,167       1,250,253         898,469
                                                ------------    ------------    ------------


FIXED ASSETS
  Furniture and Equipment                            593,888         575,988         417,796
  Property Under Capital Leases                        5,831           5,831           5,831
  Leasehold Improvements                              25,332          25,332           2,713
                                                ------------    ------------    ------------
                                                     625,051         607,151         426,340
  Less:  Accumulated Depreciation and
   Amortization                                     (458,551)       (431,543)       (370,166)
                                                ------------    ------------    ------------
   NET FIXED ASSETS                                  166,500         175,608          56,174
                                                ------------    ------------    ------------


OTHER ASSETS
  Investment in Stock (At Cost)                           --          10,000          10,000
  Investment in Partnership - Affiliate               16,901          16,901          13,135
  Deposits                                           156,915         156,915         150,448
                                                ------------    ------------    ------------
    TOTAL OTHER ASSETS                               173,816         183,816         173,583
                                                ------------    ------------    ------------

TOTAL ASSETS                                    $  1,548,483    $  1,609,677    $  1,128,226
                                                ------------    ------------    ------------
</TABLE>





                                       5
<PAGE>   6



                        SCHOENKE & ASSOCIATES CORPORATION
                                 BALANCE SHEETS



                       LIABILITY AND STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>

                                                            JUNE 30,          DECEMBER 31,
                                                             1998          1997          1996
                                                          -----------   -----------   -----------
                                                          (Unaudited)
<S>                                                       <C>           <C>           <C>        
CURRENT LIABILITIES
  Accrued Vacation                                        $   180,445   $   177,059   $   161,436
  Accounts Payable                                             12,150        23,096        22,003
  Obligations Under Capital Lease                               2,017         1,012           800
  Accrued Commissions Payable                                 188,925       228,156       214,726
  401(K) Savings Plan Contribution Payable                                   92,741        95,271
  Notes Payable                                                37,500        37,500        37,500
                                                          -----------   -----------   -----------
   TOTAL CURRENT LIABILITIES                                  421,037       559,564       531,736
                                                          -----------   -----------   -----------


LONG-TERM LIABILITIES
  Notes Payable                                                    --        18,750        56,250
  Obligations Under Capital Lease                                  --         1,660         2,972
                                                          -----------   -----------   -----------
   TOTAL LONG-TERM LIABILITIES                                      0        20,410        59,222
                                                          -----------   -----------   -----------


TOTAL LIABILITIES                                             421,037       579,974       590,958
                                                          -----------   -----------   -----------


STOCKHOLDERS' EQUITY
  Capital Stock, Par Value $.05, 100,000 Shares
   Authorized, 98,220 Shares Issued and
   Outstanding at June 30, 1998 and December
   31, 1997 and 1996, Respectively                              4,911         4,911         4,911
  Retained Earnings                                         1,122,535     1,024,792       532,357
                                                          -----------   -----------   -----------
   TOTAL STOCKHOLDERS' EQUITY                               1,127,446     1,029,703       537,268
                                                          -----------   -----------   -----------

TOTAL LIABILITIES AND
  STOCKHOLDER'S EQUITY                                    $ 1,548,483   $ 1,609,677   $ 1,128,226
                                                          ===========   ===========   ===========
</TABLE>







                                       6
<PAGE>   7



                        SCHOENKE & ASSOCIATES CORPORATION
                              STATEMENTS OF INCOME

<TABLE>
<CAPTION>

                                                  FOR THE SIX MONTHS                 FOR THE YEARS ENDED
                                                     ENDED JUNE 30,                      DECEMBER 31,
                                                  1998          1997          1997           1996          1995
                                               -----------   -----------   -----------   -----------   -----------
                                                      (Unaudited)
<S>                                            <C>           <C>           <C>           <C>           <C>        

REVENUES                                       $ 3,236,658   $ 2,755,825   $ 6,464,836   $ 5,825,835   $ 4,823,720
                                               -----------   -----------   -----------   -----------   -----------

OPERATING EXPENSES
  Commissions                                    1,684,560       399,138     2,225,065     1,949,847     1,186,627
  Salaries and Bonuses                             996,578       912,882     2,017,106     1,992,385     1,452,113
  Consulting/Outside Service Contracts             137,336       117,041       184,861       156,441       268,291
  Rent                                             125,432       152,715       273,819       412,360       441,935
  Employee Benefits                                122,703       107,819       235,891       210,263       205,495
  Taxes - Payroll                                   76,871        74,418       137,601       133,404       103,178
  Travel                                            44,875       145,544       262,424       227,280       270,641
  Contributions                                     15,920        41,000        41,300        73,550        26,575
  Depreciation and Amortization                     27,008        18,325        67,512        45,930        40,039
  Telephone                                         24,405        38,188        69,011        68,593        60,263
  Seminars and Conferences                              --            --         6,152        12,766         9,586
  Repairs and Maintenance                           13,725        15,400        31,650        24,544        25,827
  Printing and Stationery                           14,598        13,239        38,811        32,374        34,949
  Miscellaneous Operating Expenses                     865           898         6,605         8,705        11,890
  Postage                                           12,037        19,194        24,339        20,597        20,432


</TABLE>








                                       7
<PAGE>   8



                        SCHOENKE & ASSOCIATES CORPORATION
                        STATEMENTS OF INCOME (CONTINUED)

<TABLE>
<CAPTION>


                                                FOR THE SIX MONTHS                FOR THE YEARS ENDED
                                                  ENDED JUNE 30,                      DECEMBER 31,
                                               1998          1997          1997          1996          1995
                                           -----------    -----------   -----------   -----------   -----------
                                                   (Unaudited)
<S>                                        <C>            <C>           <C>           <C>           <C>        

  Dues and Publications                    $    16,105    $    10,396   $    38,102   $    48,876   $    40,359
  Insurance                                     25,368         26,144       127,161        43,801        32,364
  Computer Expense                               6,678          6,499        19,121        15,902        15,275
  Taxes and Licenses                             4,742          4,660        11,466         6,320         8,926
  Advertising                                    1,363          1,313         2,521         2,781         2,460
  Interest                                         740          1,186         2,919         3,756         2,670
  Bank Service Fees                                618          3,519         5,165         4,457         4,527
  Actuarial and Trustee Fees                     1,275            385        10,455         8,377        11,063
  Accounting                                     6,900          6,050         8,850        10,150         6,900
  Retirement Savings Plan Contribution              --          1,825        90,172        96,601        72,301
  Sundry General                                76,240         23,239        74,356        57,392        28,456
  Agency Fees                                       --             --            --            75        21,377
                                           -----------    -----------   -----------   -----------   -----------
   TOTAL OPERATING EXPENSES                  3,436,942      2,141,017     6,012,435     5,667,527     4,404,519
                                           -----------    -----------   -----------   -----------   -----------

NET INCOME (LOSS) FROM OPERATIONS          $  (200,284)   $   614,808   $   452,401   $   158,308   $   419,201
                                           -----------    -----------   -----------   -----------   -----------
</TABLE>








                                       8
<PAGE>   9



                        SCHOENKE & ASSOCIATES CORPORATION
                        STATEMENTS OF INCOME (CONTINUED)

<TABLE>
<CAPTION>

                                             FOR THE SIX MONTHS          FOR THE YEARS ENDED
                                                ENDED JUNE 30,                DECEMBER 31,
                                              1998        1997        1997       1996         1995
                                           ---------   ---------   ---------   ---------   ---------
                                                (Unaudited)
<S>                                        <C>         <C>         <C>         <C>         <C>   
OTHER INCOME
  Gain on Sale of Investment in Stock      $ 254,085   $      --   $      --   $      --   $      --
  Miscellaneous Income                        43,942          --         924       1,365         435
  Interest Income                                 --      19,829      34,425      30,220      16,657
  Partnership Income                              --          --       3,766       3,723       1,457
  Gain from Disposal of Assets                    --          --         919          --         346
                                           ---------   ---------   ---------   ---------   ---------
    TOTAL OTHER INCOME (EXPENSE)             298,027      19,829      40,034      35,308      18,895
                                           ---------   ---------   ---------   ---------   ---------


NET INCOME                                 $  97,743   $ 634,637   $ 492,435   $ 193,616   $ 438,096
                                           =========   =========   =========   =========   =========


EARNINGS PER SHARE (NOTE 1):

  PRIMARY                                  $    1.00   $    6.46   $    5.01   $    1.97   $    4.46

  FULLY DILUTED:                           $    1.00   $    6.46   $    5.01   $    1.97   $    4.46

</TABLE>




                                      9






<PAGE>   10



                        SCHOENKE & ASSOCIATES CORPORATION
                  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
 FOR THE THREE YEARS ENDED DECEMBER 31, 1997 AND SIX MONTHS ENDED JUNE 30, 1998

<TABLE>
<CAPTION>

                                            Common Stock                             Treasury Stock
                                   --------------------------                   -------------------------
                                     Number of                     Retained      Number of
                                      Shares       Par Value       Earnings        Shares        Cost
                                   -----------    -----------    -----------    -----------   -----------
<S>                                <C>            <C>            <C>            <C>           <C>    
Balance at January 1, 1995              99,259    $     4,963    $    55,093             --            --

Purchase Treasury Stock                     --             --             --         (1,030)     (154,500)

Retire Treasury Stock                   (1,039)           (52)      (154,448)         1,030       154,500

Net Income                                  --             --        438,096             --            --
                                   -----------    -----------    -----------    -----------   -----------

Balance at December 31, 1995            98,220          4,911        338,741             --            --

Net Income                                  --             --        193,616             --            --
                                   -----------    -----------    -----------    -----------   -----------

Balance at December 31, 1996            98,220          4,911        532,357             --            --

Net Income                                  --             --        492,435             --            --
                                   -----------    -----------    -----------    -----------   -----------

Balance at December 31, 1997            98,220          4,911      1,024,792             --            --

Net Income (Unaudited)                      --             --         97,743             --            --
                                   -----------    -----------    -----------    -----------   -----------

Balance at June 30, 1998
  (Unaudited)                      $    98,220    $     4,911    $ 1,122,535    $        --   $        --
                                   ===========    ===========    ===========    ===========   ===========
</TABLE>





                                      10
<PAGE>   11




                        SCHOENKE & ASSOCIATES CORPORATION
                             STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>

                                                         FOR THE SIX MONTHS             FOR THE YEARS ENDED
                                                           ENDED JUNE 30,                   DECEMBER 31,
                                                         1998          1997        1997         1996         1995
                                                       ---------    ---------    ---------    ---------    ---------
                                                            (Unaudited)
<S>                                                    <C>          <C>          <C>          <C>          <C>      
CASH FLOWS FROM OPERATING ACTIVITIES
  Net Income                                           $  97,743    $ 634,637    $ 492,435    $ 193,616    $ 438,096
  Adjustments to Reconcile Net Income to Net Cash
   Provided by Operating Activities:
    Depreciation and Amortization                         27,008       18,325       67,512       45,930       40,039
    Gain on Sale of Investment in Stock                 (254,085)          --           --           --           --
    Gain from Disposal of Assets                              --           --         (919)          --         (346)
    Partnership Income                                        --           --       (3,766)      (3,723)      (1,457)
  (Increase) Decrease in Assets:
    Accounts Receivable - Other                             (767)      (2,558)        (773)      (2,669)       3,533
    Commissions Receivable                               139,195      573,003     (292,894)     131,709     (626,543)
    Prepaid Insurance                                      7,007        6,657       (1,162)      (2,579)     (12,034)
    Prepaid Rent                                              --       20,240       20,240      (20,240)          --
    Deposits                                                  --       (6,315)      (6,467)    (100,000)          -- 
Increase (Decrease) in Liabilities:
  Accounts Payable                                       (10,946)       3,900        1,093      (24,318)     (18,369)
  Accrued Vacation                                         3,386        7,449       15,623       29,121      132,315
  Accrued Commissions Payable                            (39,231)    (214,726)      13,430     (105,245)     237,987
  401(k) Savings Plan Contribution Payable               (92,741)     (94,651)      (2,530)      20,890       (3,215)
                                                       ---------    ---------    ---------    ---------    ---------
NET CASH PROVIDED (USED) BY
   OPERATING ACTIVITIES                                 (123,431)     945,961      301,822      162,492      190,006
                                                       ---------    ---------    ---------    ---------    ---------
</TABLE>



                                      11
<PAGE>   12



                        SCHOENKE & ASSOCIATES CORPORATION
                      STATEMENTS OF CASH FLOWS (CONTINUED)

<TABLE>
<CAPTION>

                                                          FOR SIX MONTHS ENDED                FOR THE YEARS ENDED
                                                                JUNE 30,                          DECEMBER 31,
                                                          1998           1997          1997           1996           1995
                                                      -----------    -----------    -----------    -----------    -----------
                                                             (Unaudited)
<S>                                                   <C>            <C>            <C>            <C>            <C>
CASH FLOWS FROM INVESTING ACTIVITIES
  Proceeds from Sale of Investment in Stock           $   264,085    $        --    $        --    $        --    $        --
  Purchase of Fixed Assets                                (17,900)       (82,771)      (187,027)       (50,493)       (37,271)
  Proceeds from Sale of Equipment                              --             --          1,000             --             --
  Advances (To)/From Affiliates                               116         (1,449)           373             45           (458)
  Net (Increase)/Decrease in Due from Stockholder             297           (926)          (512)          (321)         1,053
  Net (Increase)/Decrease in Due from Employees              (181)          (663)           630         (4,975)         1,364
                                                      -----------    -----------    -----------    -----------    -----------

NET CASH PROVIDED BY (USED) IN
    INVESTING ACTIVITIES                                  246,417        (85,809)      (185,536)       (55,744)       (35,312)
                                                      -----------    -----------    -----------    -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES
  Loan Curtailments                                       (18,750)       (18,750)       (37,500)       (39,750)       (26,000)
  Line of Credit Curtailments                                  --             --             --             --        (75,000)
  Repayments of Obligations Under Capital Lease              (655)          (518)        (1,100)         3,069          1,301
                                                      -----------    -----------    -----------    -----------    -----------

NET CASH USED IN FINANCING ACTIVITIES                     (19,405)       (19,268)       (38,600)       (36,681)      (102,301)
                                                      -----------    -----------    -----------    -----------    -----------

NET INCREASE IN CASH AND
  CASH EQUIVALENTS                                        103,581        840,884         77,686         70,067         52,393

CASH AND CASH EQUIVALENTS, BEGINNING                      250,144        172,458        172,458        102,391         49,998
                                                      -----------    -----------    -----------    -----------    -----------

CASH AND CASH EQUIVALENTS, ENDING                     $   353,725    $ 1,013,342    $   250,144    $   172,458    $   102,391
                                                      ===========    ===========    ===========    ===========    ===========
</TABLE>



                                      12
<PAGE>   13
                        SCHOENKE & ASSOCIATES CORPORATION


                          NOTES TO FINANCIAL STATEMENTS


NOTE 1 - NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations - Schoenke & Associates Corporation is an independent
insurance brokerage firm representing corporate clients located through out the
United States in transactions with major life and disability insurance carriers.
The company designs, implements and administers nonqualified executive benefits
programs financed through life insurance.

Basis of Presentation - The financial statements of the company have been
prepared in conformity with generally accepted accounting principles (GAAP). The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts reported in the financial statements and the accompanying
notes. Actual results could differ from those estimates.

Cash and Cash Equivalents - The Company considers all liquid investments
purchased with a maturity of three months or less to be cash equivalents.

Fixed Assets, Depreciation and Amortization - Fixed assets are stated at cost.
Depreciation and amortization expense has been computed using straight line and
accelerated methods over the estimated useful lives of the assets. The cost and
accumulated depreciation of assets retired or sold are removed from the accounts
and any gain or loss is included in earnings in the year of disposition.

Income Taxes - The Corporation has elected to be taxed under the provisions of
subchapter S of the Internal Revenue Code. Under these provisions, the Company
does not pay income taxes on its taxable income. Instead, the stockholders are
liable for individual federal and state taxes on their respective shares of the
Company's taxable income.

Investment in Partnership - Investments in partnership is carried on the equity
method. Original cost is adjusted by the Company's share of earnings and losses,
capital contributions and cash distributions since inception. The equity in
earnings and losses of the partnership are recorded as of the respective
partnerships' year-end.

Revenue - First year commissions are recognized as revenue at the time the
policy application is completed, the premium is paid and the insured party is
contractually committed to purchase the insurance policy. Renewal commissions
are recognized as revenue at the policy anniversary date. Generally, service
fees are recognized as revenue when the services are performed which is
typically at the policy anniversary date.

The company generated approximately 29%, 35% and 36% of its revenue for the
years 1995, 1996 and 1997, respectively from Schoenke and Associates Securities
Corporation, which is wholly-owned by the company's primary shareholder, Raymond
Schoenke.


                                       13


<PAGE>   14



                        SCHOENKE & ASSOCIATES CORPORATION



                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)



Concentration of Credit Risk - The company maintains cash balances in excess of
$100,000. Such balances are not insured by the Federal Deposit Insurance
Corporation (FDIC).

Net Income Per Share - Primary net income per share is computed by dividing (a)
net income less preferred stock dividends by (b) the average number of common
shares outstanding, increased by common equivalent shares (options and
performance shares) determined using the treasury stock method. Fully diluted
net income per share is computed by dividing (a) net income less preferred stock
dividends plus interest on convertible subordinated notes net of applicable
income taxes by (b) common and common equivalent shares outstanding plus shares
which would be issued upon conversion of the subordinated notes.

Treasury Stock - The company records acquisitions of its capital stock for
treasury at cost. Differences between proceeds for re-issuance of treasury stock
and average cost are charged to retained earnings.

Compensated Absences - The company has accrued for vacation pay for hours earned
by employees up through the balance date(s) included in this financial
statement. Compensated absences for sick pay has not been accrued since sick
hours do not carry over to a future period and can be used only for actual sick
time.


NOTE 2 - LINE OF CREDIT

The Company has a $500,000 renewable line of credit facility with The First
National Bank of Maryland. The line is secured by the Company's accounts
receivable and any other property of the company including, but not limited to
insurance proceeds and guaranteed by a majority stockholder. As of June 30, 1998
and December 31, 1997 and 1996, the outstanding balance was $0.





                                       14

<PAGE>   15



                        SCHOENKE & ASSOCIATES CORPORATION


                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)



NOTE 3 - COMMITMENTS AND CONTINGENCIES

The Company entered into a non-cancelable ten-year lease on March 1, 1997. The
lease calls for minimum monthly payments starting at $20,240 and increasing 2.5%
each year until the lease expires. The Company is also liable for its
proportional share of the buildings' operating expenses.

The Company also leases two automobiles on a month to month basis. Payments are
$575 and $423, respectively.

Minimum and contingent rents under all operating leases are:


<TABLE>
<CAPTION>
                                                          DECEMBER 31,
                                      1997                     1996                    1995
                              ---------------------    ---------------------     ------------------
<S>                           <C>                      <C>                       <C>     
       Minimum Rents                $286,739                 $401,866                  $430,740
       Contingent Rents                1,150                   19,151                    18,238
                                    --------                 --------                  --------
         Totals                     $287,889                 $421,017                  $448,978
                                    ========                 ========                  ========
</TABLE>


Minimum future rental payments for the next five years and the aggregate are:

<TABLE>
                   <S>                                      <C>
                   1997                                     $   254,000*
                   1998                                         247,940
                   1999                                         254,139
                   2000                                         260,492
                   2001                                         267,004
                   2002                                         273,679
                   Thereafter                                 1,215,423
                                                             ----------
                                                             $2,772,677
                                                             ==========
</TABLE>

*Includes $71,841 rent from lease ended September 1996.



                                       15

<PAGE>   16



                        SCHOENKE & ASSOCIATES CORPORATION


                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)



NOTE 4 - INVESTMENT IN PARTNERSHIP

The Company has a 99% interest in Schoenke & Associates of Hawaii, L.P. The
company's investment is recorded on the equity method of accounting by which the
company's share of the net income in included in other income in the company's
statement of income and the net income or loss, as well as any contributions or
distributions adjust the investment account.

Following is a summary of financial position as of December 31, 1997 and 1996 of
Schoenke & Associates of Hawaii L.P. prepared on the cash basis of accounting
for federal income tax reporting.

<TABLE>
<CAPTION>
                                           DECEMBER 31,
                                        1997          1996
                                       -------      -------
<S>                                 <C>          <C>    
Assets                                 $17,068      $13,264

Liabilities

  Net Equity of the Partnership        $17,068      $13,264

Percentage of Ownership                     99%          99%

Net Equity - Schoenke & Associates
  Corporation                          $16,901      $13,135
                                       =======      =======
</TABLE>

Net income for the years ended December 31, 1997 and 1996 was $3,766 and $3,723,
respectively.

NOTE 5 - CAPITAL LEASE

The Company leases office equipment under non-cancelable leases having terms of
thirty-nine months. Total capitalized costs and accumulated amortization were as
follows:

<TABLE>
<CAPTION>
                                                     DECEMBER 31,
                                                  1997          1996
                                                 -------      -------
<S>                                              <C>          <C>    
Furniture and Equipment                          $ 5,831      $ 5,831
Less:  Accumulated Amortization                   (2,261)        (833)
                                                 -------      -------
                                                 $ 3,570      $ 4,998
                                                 -------      -------
</TABLE>





                                       16

<PAGE>   17



                        SCHOENKE & ASSOCIATES CORPORATION


                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)



The following is a schedule of future lease payments under the leases:

<TABLE>
<S>                                              <C>           
Year ending December 31, 1998                    $  1,439
                         1999                       1,919
                                                 --------
Total Lease Payment                                 3,358
Less:   Amount Representing Interest                 (686)
                                                 --------      
Present Value of Future Lease Payments              2,672
Less:  Current Portion                             (1,012)
                                                 --------      
Non-current Portion                              $  1,660
                                                 ========      
</TABLE>


Interest expense on capital lease obligations was $819, $418 and $160 for the
years ended December 31, 1997, 1996 and 1995, respectively.

Amortization expense incurred on capital leases was $1,428, $833 and $668 for
the years ended December 31, 1997, 1996 and 1995, respectively.



NOTE 6 - PENDING ACQUISITION

On May 29, 1998, the company entered into a letter of intent to sell the
business and substantially all of the assets to an unrelated party. The purchase
price of the pending acquisition is $17 million of which $1.5 million was paid
as a refundable deposit and $15.5 million is payable in cash at the time of
closing. The consummation of the acquisition is subject to numerous conditions
including consummation of the aforementioned offering contains several
contingencies to include obtaining regulatory approval. The consummation of this
pending acquisition must occur on or prior to October 1, 1998.



                                       17

<PAGE>   18



                        SCHOENKE & ASSOCIATES CORPORATION


                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)



NOTE 7 - RELATED PARTY TRANSACTIONS

The Company has entered into certain transactions with stockholders,
corporations and a partnership in which some stockholders of the Corporation own
an interest. These transactions are as follows:

<TABLE>
<CAPTION>
                                                               DECEMBER 31,
                                                    1997           1996           1995
                                                ------------   ------------   ------------
<S>                                             <C>            <C>            <C>       
Corporations

Commission Splits Paid to Affiliate - RS & A    $  1,852,475   $  1,601,513   $    825,419
Fees Received from S & A Securities Corp           2,323,954      2,089,511      1,394,463

Partnership

Commission Splits Received from Affiliate -
  S & A of Hawaii, L.P                          $    532,279   $    422,773   $    263,387
</TABLE>

The Company also receives monthly reimbursements for office expenses paid on
behalf of its stockholders and its affiliates. Reimbursements during 1997, 1996
and 1995 were as follows:

<TABLE>
<CAPTION>
                                                               DECEMBER 31,
                                                    1997           1996           1995
                                                ------------   ------------   ------------
    <S>                                         <C>            <C>            <C>       

    Stockholder                                 $     81,420   $     71,440   $     61,366
    Affiliates                                         2,538          1,888          1,431
</TABLE>



NOTE 8 - RETIREMENT PLAN

The Company has a 401(k) savings plan. Investment and fund distributions are
handled by an independent trustee for the benefit of participating employees.
The Company makes matching contributions to the plan at a rate of 50% of the
employees' contributions subject to a maximum of 3% of the employees' total
compensation. In addition, the Company also makes discretionary contributions to
the employees' profit-sharing account under the plan, normally at the rate of 3%
of the employees' total compensation. The total contribution for the years ended
December 31, 1997, 1996, and 1995 were $92,122, $94,651 and $72,301,
respectively.


                                       18

<PAGE>   19



                        SCHOENKE & ASSOCIATES CORPORATION


                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)



NOTE 9 - NOTES PAYABLE

The Company periodically repurchases certain shares of common stock owned by
former employees of the Company. These purchases are generally financed by
issuing short or medium-term notes at prevailing money market rates.
Notes payable consisted of the following at December 31, 1997 and 1996:

<TABLE>
<CAPTION>
                                             DECEMBER 31,
                                  1997           1996           1995
                              ------------   ------------   ------------
<S>                           <C>            <C>            <C>       

Total Notes Payable           $     56,250   $     93,750   $    133,500
Less:  Current Maturities          (37,500)       (37,500)       (39,750)
                              ------------   ------------   ------------
Total Long - Term Debt        $     18,750   $     56,250   $     93,750
                              ============   ============   ============
</TABLE>


NOTE 10 - SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

Operating activities include interest paid of $700, $1,185, $2,919, $3,756 and
$2,670 for the six month's ended June 30, 1998 and 1997, and the twelve months
ended December 31, 1997, 1996 and 1995, respectively.

Other non-cash transactions for the year ended December 31, 1995 were as
follows:

The company purchased two shareholders non-voting common stock for $4,500 and
$150,000 for a total of $154,500.


NOTE 11- UNAUDITED INTERIM STATEMENTS

The financial statements for the six months ended June 30, 1998 and 1997 are
unaudited; however, in the opinion of the company's management, all adjustments
necessary for the fair presentation of financial statements for these interim
periods have been made. The results for the interim periods are not necessarily
indicative of the results obtained for a full year


NOTE 12 - INVESTMENT IN STOCK

In January 1998 the company completed the sale of their investment in 10 shares
of M Financial Holdings Incorporated. This investment was originally purchased
for $10,000 and resulted in a gain of $254,085. In the future, former
stockholders will receive distributions as profits are derived on business
placed with M Financial prior to January 1, 1996.


                                       19

<PAGE>   20



                    UNAUDITED PRO FORMA FINANCIAL INFORMATION

    The following table sets forth unaudited pro forma financial information of
the Company for the periods ended and as of the dates indicated. The unaudited
pro forma financial information of the Company set forth below was derived from
the audited and unaudited financial statements of the Clark/Bardes, Inc., a
Texas corporation and predecessor corporation to CBI, (the "Predecessor
Company"), Bank Compensation Strategies, Inc. ("BCS") and the Schoenke Entities.

    The unaudited pro forma balance sheet has been prepared to give effect to
the Reorganization, the payment of the Stockholder Distribution Amount, the
Offering and the acquisition of the Schoenke Entities as though each had
occurred as of June 30, 1998. The unaudited pro forma statements of income have
been prepared to give effect to (i) the payment of a dividend to the
stockholders of record on July 31, 1998 in an amount equal to $3.2 million, or
$1.00 per share (the "Stockholder Distribution Amount"), in connection with the
termination of the Predecessor Company's S corporation status, (ii) the
Reorganization, (iii) the Offering, (iv) for the year ended December 31, 1997,
the BCS acquisition and (v) the acquisition of the Schoenke Entities as if such
transactions had occurred as of the beginning of each period presented. The
unaudited pro forma financial information of the Company set forth below is
based upon available information and certain assumptions that the Company
believes are reasonable. The unaudited pro forma financial information of the
Company set forth below does not purport to represent either what the Company's
financial position or results of operations actually would have been if the
transactions had actually occurred as of such dates or what such results will be
for any future periods.



                                       20
<PAGE>   21
                        UNAUDITED PRO FORMA BALANCE SHEET
                               AS OF JUNE 30, 1998

<TABLE>
<CAPTION>

                                     ASSETS

                                                                                                          ADJUSTMENTS        
                                                       PREDECESSOR     SCHOENKE                             FOR THE          
                                                         COMPANY      & ASSOCIATES       ADJUSTMENTS      STOCKHOLDER        
                                                          AS OF         AS OF             FOR THE         DISTRIBUTION       
                                                        JUNE 30,       JUNE 30,           SCHOENKE         AMOUNT, AND       
                                                          1998           1998            ACQUISITION      REORGANIZATION     
                                                       -----------    -----------        -----------        -----------      
<S>                                                    <C>            <C>                <C>                <C>              
Current assets:
  Cash and cash equivalents                              6,305,094        353,725        (13,500,000)(1)     (1,000,000)(3)  
                                                                --             --                 --         (3,200,000)(4)  
                                                                --             --                 --         (6,200,000)(5)  
                                                                --             --                 --         (7,400,000)(6)  
  Accounts and notes receivable
    Trade                                                2,386,839        838,976                 --                 --      
    Affiliates                                             284,787          6,698                 --                 --      
    Notes receivable                                       388,871             --                 --                 --      
                                                       -----------    -----------        -----------        -----------      
        Total accounts and notes receivable              3,060,497        845,674                 --                 --      
Other current assets                                       231,310          8,768                 --                 --      
Accrued interest receivable                                 68,674             --                 --                 --      
                                                       -----------    -----------        -----------        -----------      
        Total current assets                             9,665,575      1,208,167        (13,500,000)       (17,800,000)     
Equipment and leasehold improvements, net                  747,336        166,500                 --                 --      
Intangible assets, net                                  23,646,867             --         15,872,554(2)              --      
Deferred Commission Expense                                     --             --                 --          7,400,000(6)   
Other assets                                                    --        173,816                 --                 --      
Deposit on Acquisition                                   1,500,000             --         (1,500,000)(1)             --      
                                                       -----------    -----------        -----------        -----------      
        Total assets                                    35,559,778      1,548,483            872,554        (10,400,000)     
                                                       ===========    ===========        ===========        ===========      

                      LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable                                         820,927         12,150                 --                 --      
  Commissions and fees payable                           1,864,102        188,925                 --                 --      
  Accrued expenses and other liabilities                 1,802,140        182,462                 --                 --      
  Accrued interest payable                                 446,341             --                 --                 --      
  Current portion of long-term debt                      4,325,000         37,500          1,000,000(1)      (1,000,000)(3)  
                                                       -----------    -----------        -----------        -----------      
        Total current liabilities                        9,258,510        421,037          1,000,000         (1,000,000)     
Long-term debt                                          31,388,143             --          1,000,000(1)      (4,800,000)(7)  
                                                       -----------    -----------        -----------        -----------      
        Total liabilities                               40,646,653        421,037          2,000,000         (5,800,000)     
Warrants obligation                                      5,300,000             --                 --         (5,300,000)(8)  
Stockholder's equity (deficit):
  Common stock                                           5,463,631          4,911             (4,911)(2)     (5,303,799)(9)  
                                                                --             --                 --           (100,000)(5)  
  Paid-in capital                                               --             --                 --          5,300,000(8)   
                                                                --             --                 --         (5,300,000)(5)  
                                                                --             --                 --         (5,121,956)(10) 
                                                                --             --                 --          5,303,799(9)   
  Retained earnings                                     (1,921,956)     1,122,535         (1,122,535)(2)     (3,200,000)(4)  
                                                                               --                 --          5,121,956(10)  
  Treasury stock                                       (13,928,550)            --                 --          4,800,000(7)   
                                                       -----------    -----------        -----------        -----------      
        Total stockholders' equity (deficit)           (10,386,875)     1,127,446         (1,127,446)         1,500,000      
                                                       -----------    -----------        -----------        -----------      
        Total liabilities and stockholders' equity      35,559,778      1,548,483            872,554         (9,600,000)     
                                                       ===========    ===========        ===========        ===========      


<CAPTION>
                                                        THE COMPANY                                
                                                         PRO FORMA                                  
                                                        ADJUSTED FOR                                
                                                        DISTRIBUTION       ADJUSTMENTS       THE COMPANY  
                                                         AMOUNT AND         FOR THE           PRO FORMA    
                                                       REORGANIZATION       OFFERING         AS ADJUSTED  
                                                        -----------        -----------       -----------
<S>                                                     <C>                <C>               <C>
Current assets:
  Cash and cash equivalents                                      --                 --                --
                                                                 --                 --                --
                                                                 --                 --                --
                                                        (24,641,182)        31,980,000          7,338,818
  Accounts and notes receivable
    Trade                                                 3,225,815                 --         3,225,815
    Affiliates                                              291,485                 --           291,485
    Notes receivable                                        388,871                 --           388,871
                                                        -----------        -----------       -----------
        Total accounts and notes receivable               3,906,171                 --         3,906,171
Other current assets                                        240,078                 --           240,078
Accrued interest receivable                                  68,674                 --            68,674
                                                        -----------        -----------       -----------
        Total current assets                            (20,426,259)        31,980,000        11,553,741
Equipment and leasehold improvements, net                   913,836                 --           913,836
Intangible assets, net                                   39,519,421                 --        39,519,421
Deferred Commission Expense                               7,400,000                 --         7,400,000
Other assets                                                173,816                 --           173,816
Deposit on Acquisition                                           --                 --                -- 
                                                        -----------        -----------       -----------
        Total assets                                     27,580,814         31,980,000        59,560,814
                                                        ===========        ===========       ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable                                          833,077                 --           833,077
  Commissions and fees payable                            2,053,027                 --         2,053,027
  Accrued expenses and other liabilities                  1,984,602                 --         1,984,602
  Accrued interest payable                                  446,341                 --           446,341
  Current portion of long-term debt                       4,362,500                 --         4,362,500
                                                        -----------        -----------       -----------
        Total current liabilities                         9,679,547                 --         9,679,547
Long-term debt                                           27,588,143                 --        27,588,143
                                                        -----------        -----------       -----------
        Total liabilities                                37,267,690                 --        37,267,690
Warrants obligation                                              --                 --                -- 
Stockholder's equity (deficit):
  Common stock                                                   --                 --                -- 
                                                             59,830             40,000(11)        99,830
  Paid-in capital                                                --                 --                -- 
                                                                 --                 --                -- 
                                                                 --                 --                -- 
                                                            181,843         31,940,000(11)    32,121,843
  Retained earnings                                              --                 --                -- 
                                                                 --                 --                -- 
  Treasury stock                                         (9,128,550)                --        (9,128,550)
                                                        -----------        -----------       -----------
        Total stockholders' equity (deficit)             (8,886,877)        31,980,000        23,093,123
                                                        -----------        -----------       -----------
        Total liabilities and stockholders' equity       28,380,813         31,980,000        60,360,813
                                                        ===========        ===========       ===========
</TABLE>

 ----------------------------

(1)  Represents the payment made for the acquisition of the businesses and
     substantially all of the assets of the Schoenke Entities, which consists of
     $15.0 million of cash, including a $1.5 million deposit, and a $2.0 million
     Promissory Note payable in two equal annual installments.

(2)  Represents the allocation of the purchase price which, based on the
     pro forma balance sheet, consists of $1.1 million of net assets and $15.9
     million of intangibles. The actual allocation is based on the balance sheet
     as of August 31, 1998, and consists of $500,000 of net assets and $16.5
     million of intangibles.




                                       21
<PAGE>   22

(3)  Represents the use of proceeds for the prepayment of $1.0 million aggregate
     principal amount of CBI's 8.5% Medium Term Notes due September 2001.

(4)  Represents the payment of the Stockholder Distribution Amount.

(5)  Represents the payment made in consideration of extinguishing the Warrants.
 
(6)  Represents the payment for the purchase of renewal revenue from Mr. Wamberg
     and The Wamberg Organization.

(7)  Represents CBI's 8.5% Convertible Subordinated Notes due September 2007
     which are assumed to be converted into 813,559 shares of Common Stock at
     $5.90 per share.

(8)  Represents the reclassification to paid-in capital of the Warrants with put
     rights.

(9)  Represents the adjustment to record common stock at $0.01 par value.

(10) Represents the reclassification from paid-in capital to retained earnings
     in connection with the conversion to a C corporation.

(11) Represents the net proceeds of the Offering after deducting underwriting
     discount and estimated expenses of the Offering.





                                       22
<PAGE>   23
                      UNAUDITED PRO FORMA INCOME STATEMENT
                      FOR THE YEAR ENDED DECEMBER 31, 1997

<TABLE>
<CAPTION>

                                       PREDECESSOR                      SCHOENKE                       
                                         COMPANY           BCS        & ASSOCIATES   ADJUSTMENTS       
                                       (HISTORICAL)    (HISTORICAL)   (HISTORICAL) FOR ACQUISITIONS    
                                       ------------    ------------   ------------   ------------      
<S>                                    <C>             <C>            <C>            <C>               
Total revenue                            49,455,419      12,808,974      6,464,836             --      
Commission and fee expense               32,439,092       8,732,534      2,225,065             --      
                                       ------------    ------------   ------------   ------------      
  Net revenue                            17,016,327       4,076,440      4,239,771             --      
                                       ------------    ------------   ------------   ------------      
General and admin. expenses              11,506,335       3,460,270      3,787,370             --      
Amortization of intangibles                 294,630              --             --      1,336,965(1)   
                                       ------------    ------------   ------------   ------------      
Income from operations                    5,215,362         616,170        452,401     (1,336,965)     
                                       ------------    ------------   ------------   ------------      
Interest and dividend income                188,597          28,003         40,034             --
Interest expense                         (1,111,995)             --             --     (1,675,000)(2)  
Miscellaneous income (expense)                1,925              --             --             --      
                                       ------------    ------------   ------------   ------------      
  Total other income (expense)             (921,473)         28,003         40,034     (1,675,000)     
                                       ------------    ------------   ------------   ------------      
Income before taxes                       4,293,889         644,173        492,435     (3,011,965)     
Income taxes                                 60,000              --             --          2,000      
                                       ------------    ------------   ------------   ------------      
Net income                             $  4,233,889    $    644,173   $    492,435   $ (3,013,965)     
                                       ============    ============   ============   ============      
Per share information:
  Basic earnings per share             $       1.03              --             --             --      
  Diluted earnings per share                   0.99              --             --             --      

Weighted average shares outstanding:
  Basic                                   4,119,387              --             --             --      
  Diluted                                 4,398,593              --             --             --      

<CAPTION>

                                                         ADJUSTMENTS
                                                           FOR THE
                                                         STOCKHOLDER
                                                         DISTRIBUTION
                                                         AMOUNT, THE        THE COMPANY
                                        CLARK/BARDES    REORGANIZATION       PRO FORMA
                                          PRO FORMA    AND THE OFFERINGS      ADJUSTED
                                         ------------    ------------       ------------
<S>                                      <C>             <C>                <C>         
Total revenue                              68,729,229              --         68,729,229
Commission and fee expense                 43,396,691              --         43,396,691
                                         ------------    ------------       ------------
  Net revenue                              25,332,538              --         25,332,538
                                         ------------    ------------       ------------
General and admin. expenses                18,753,975              --         18,753,975
Amortization of intangibles                 1,631,595              --          1,631,595
                                         ------------    ------------       ------------
Income from operations                      4,946,968              --          4,946,968
                                         ------------    ------------       ------------
Interest and dividend income                  256,634              --            256,634
Interest expense                           (2,786,995)      1,015,375(3)      (1,771,620)
Miscellaneous income (expense)                  1,925              --              1,925
                                         ------------    ------------       ------------
  Total other income (expense)             (2,528,436)      1,015,375         (1,513,061)
                                         ------------    ------------       ------------
Income before taxes                         2,418,532       1,015,375          3,433,907
Income taxes                                   62,000       1,298,000(4)       1,360,000
                                         ------------    ------------       ------------
Net income                               $  2,356,532    $   (282,625)      $  2,073,907
                                         ============    ============       ============
Per share information:
  Basic earnings per share               $       0.57              --       $       0.41
  Diluted earnings per share                     0.54              --               0.41

Weighted average shares outstanding:
  Basic                                     4,119,387              --          5,044,057(5)
  Diluted                                   4,398,593              --          5,051,334(5)
</TABLE>

 ----------------------------

(1)  Amortization cost represents the pro forma cost associated with the BCS
     acquisition for the period of January 1, 1997 to August 31, 1997 in the
     amount of $589,260, and the acquisition of the Schoenke Entities for the
     period of January 1, 1997 to December 31, 1997 in the amount of $747,705.

(2)  Interest expense represents the pro forma interest cost associated with the
     BCS acquisition for the period of January 1, 1997 to August 31, 1997, and
     for the acquisition of the Schoenke Entities for the period of January 1,
     1997 to December 31, 1997.

<TABLE>
<S>                                                               <C>
BCS interest expense detail:
  10.5% Senior Secured Notes due August 2002                      $13.5 million x 10.5% x 8/12 =  $   945,000
  8.5% Medium Term Notes due September 2001                         5.7 million x  8.5% x 8/12 =      323,000
  11.0% Second Priority Senior Secured Notes due August 2004        4.8 million x  8.5% x 8/12 =      272,000

Schoenke Entities interest expense detail:
  6.75% Promissory Note                                           $ 2.0 million x  6.75%       =  $   135,000
                                                                                                  -----------
                       Total pro forma interest for BCS and the Schoenke Entities              =  $ 1,675,000
                                                                                                  ===========
</TABLE>

(3)  Cost savings related to interest expense represents the pro forma changes
     to the Company's debt as a result of the Reorganization and the Offering.
     This includes the restructuring due September 2001, and the anticipated
     conversion of the 8.5% Convertible Subordinated Notes due September 2007.

<TABLE>

<S>                                                                            <C>
Interest savings associated with the Restructured Notes* 
  10.5% Senior Secured Notes due August 2002
  Original balance                                                             $14.5 million x 6/12 x (.105 - .08) = $   181,250
  After February 1998 principal payment                                        $13.1 million x 6/12 x (.105 - .08) =     163,125
  11.0% Second Priority Senior Secured Notes due August 2004                   $ 8.9 million x (.11- .09)          =     178,000

Interest savings on prepayment of the 8.5% Medium Term Notes
  due September 2001                                                           $ 1.0 million x .085                =      85,000

Interest savings on conversion of the 8.5% Convertible Subordinated Notes      $ 4.8 million x .085                =     408,000
  due September 2007
                                                                                                                     -----------
          Total Savings                                                                                              $ 1,015,375
                                                                                                                     ===========
</TABLE>


*    The cost savings related to interest expense on the Restructured Notes is
     based on the estimated decrease in the interest rate for each of the
     Restructured Notes. The actual interest rates were reset at the time of the
     Offering to 7.84% and the interest rate for the 11.0% Second Priority
     Senior Secured Notes due August 2004 would have been reset to 8.86%.

(4)  Income tax expense is stated on a pro forma basis as if the Predecessor
     Company had been treated as a C corporation and taxed at a 39.6% blended
     rate for federal and state income tax purposes. 

(5)  Pro forma weighted average shares outstanding was calculated based on the
     weighted average number of shares outstanding during the period of the 8.5%
     Convertible adjusted to give effect to the conversion Subordinated Notes
     due September 2007 and to the number of shares the proceeds of which would
     be necessary to prepay the debt described in footnote (3) above.






                                       23
<PAGE>   24

                      UNAUDITED PRO FORMA INCOME STATEMENT
                  FOR THE SIX MONTH PERIOD ENDED JUNE 30, 1998

<TABLE>
<CAPTION>

                                                                                              ADJUSTMENTS                      
                                                                                                FOR THE                        
                                                                                              STOCKHOLDER                      
                                                                                              DISTRIBUTION           THE       
                                      PREDECESSOR         SCHOENKE        ADJUSTMENTS         AMOUNT, THE          COMPANY     
                                        COMPANY         & ASSOCIATES      FOR THE SCHOENKE   REORGANIZATION       PRO FORMA    
                                      (HISTORICAL)       AT 6/30/98       ACQUISITION        & THE OFFERING      AS ADJUSTED   
                                     --------------    --------------    -----------------   --------------     -------------- 
<S>                                  <C>               <C>               <C>                 <C>                <C>

Total revenue                            28,984,959         3,236,658                --                  --         32,221,617 
Commission and fee expense               18,203,681         1,684,590                --                  --         19,888,271 
                                     --------------    --------------    --------------      --------------     -------------- 
  Net revenue                            10,781,278         1,552,068                --                  --         12,333,346 
                                     --------------    --------------    --------------      --------------     -------------- 
General and admin. expenses               8,399,696         1,752,352                                    --         10,152,048 
Amortization of intangibles                 441,945                --           373,853 (1)              --            815,798 
Non-recurring operating expense           5,300,000                --                                    --          5,300,000 
                                     --------------    --------------    --------------      --------------     -------------- 
Income from operations                   (3,360,363)         (200,284)         (373,853)                 --         (3,934,500)
                                     --------------    --------------    --------------      --------------     -------------- 
Interest and dividend income                167,624           254,085                                    --            421,709 
Interest expense                         (1,803,750)               --           (67,500)(2)         501,646         (1,369,604)
Miscellaneous income (expense)                 (141)           43,942                                                   43,801 
                                     --------------    --------------    --------------      --------------     -------------- 
  Total other income (expense)           (1,636,267)          298,027           (67,500)            501,646           (904,094)
Income before taxes                      (4,996,630)           97,743          (441,353)            501,646 (3)     (4,838,594)
Income taxes                                 14,000                --                --             169,000 (4)        183,000 
                                     --------------    --------------    --------------      --------------     -------------- 
Net income                               (5,010,630)           97,743          (441,353)            332,646         (5,021,594)
                                     ==============    ==============    ==============      ==============     ============== 
Per share information:                                                                                                         
  Basic earnings per share           $        (1.56)               --                --                  --     $        (1.21)
  Diluted earnings per share                  (1.56)               --                --                  --              (1.21)
Weighted average shares outstanding: 
  Basic                                   3,222,143                --                --                  --          4,146,813 (5)
  Diluted                                 3,222,143                --                --                  --          4,146,813 (5)
</TABLE>


----------------------------

(1)  Amortization cost represents the pro forma cost associated with the
     acquisition of the Schoenke Entities for the period of January 1, 1998 to
     June 30, 1998. 

(2)  Interest expense represents the pro forma interest cost associated with the
     BCS acquisition for the period of January 1, 1998 to June 30, 1998.

<TABLE>
<CAPTION>
Schoenke Entities interest expense detail:
<S>                                                                   <C>                                         <C>       
  6.75% Seller-financed notes due August 2000                         $2.0 million x 6.75% x 6/12             =   $ 67,500 
</TABLE>

(3)  Cost savings related to interest expense represents the pro forma changes 
     to the Company's debt as a result of the Reorganization and the Offering.
     This includes the restructuring of the 10.5% Senior Secured Notes due
     August 2002 and 11.0% Second Priority Senior Secured Notes due August 2004,
     the $1.0 million prepayment of the 8.5% Medium Term Notes due September
     2001, and the anticipated conversion of the 8.5% Convertible Subordinated
     Notes due September 2007.

<TABLE>
<CAPTION>
Interest savings associated with the Restructured Notes* 
  <S>                                                                 <C>                                         <C>    
  10.5% Senior Secured Notes due August 2002
     Original balance                                                 $14.5 million x 1/12 x (.105 - .08)        $  30,208       
     After February 1998 principal payment                            $13.1 million x 6/12 x (.105 - .08)          135,938       
  11.0% Second Priority Senior Secured Notes due August 2004          $ 8.9 million x 6/12 x (.11 -.09)             89,000       

Interest savings on prepayment of the 8.5% Medium Term Notes
  due September 2001                                                  $1.0 million x 6/12 x .085                    42,500       

Interest savings on conversion of the 8.5% Convertible 
  Subordinated Notes due September 2007                               $4.8 million x 6/12 x .085                   204,000      
                                                                                                                 --------- 
          Total Savings                                                                                          $ 501,646
                                                                                                                 =========  
</TABLE>

*    The cost savings related to interest expense on the Restructured Notes is
     based on the estimated decrease in the interest rate for each of the
     Restructured 





                                       24
<PAGE>   25


     Notes. The actual interest rates were reset at the time of the Offering.
     The 10.5% Senior Secured Notes due August 2002 would have been reset to
     7.84% and the interest rate for the 11.0% Second Priority Senior Secured
     Notes due August 2004 would have been reset to 8.86%. 

(4)  Income tax expense is stated on a pro forma basis as if the Predecessor
     Company had been treated as a C corporation and taxed at a 39.6% blended
     rate for federal and state income tax purposes.

(5)  Pro forma weighted average shares outstanding was calculated based on the
     weighted average number of shares outstanding during the period of the 8.5%
     Convertible adjusted to give effect to the conversion Subordinated Notes
     due September 2007 and to the number of shares the proceeds of which would
     be necessary to prepay the debt described in footnote (3) above.




                                       25
<PAGE>   26

                                    SIGNATURE

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                        CLARK/BARDES HOLDINGS, INC.


                                        /s/ MELVIN G. TODD
                                        --------------------------------------
                                        Melvin G. Todd
                                        President and Chief Executive Officer

Date:  October 2, 1998




                                       26
<PAGE>   27

                                  EXHIBIT INDEX


 EXHIBIT
  NUMBER                  DESCRIPTION

   2.1        Letter of Intent, dated as of May 29, 1998, from Clark/Bardes,
              Inc. to Schoenke & Associates Corporation, Schoenke & Associates
              Securities Corporation and Schoenke & Associates of Hawaii, L.P.
              (incorporated herein by reference to Exhibit 2.2 to the Company's
              Registration Statement on Form S-1 (No. 333-56799) filed with the
              Commission on June 12, 1998).

   2.2        Asset Purchase Agreement, dated September 18, 1998, with Schoenke
              & Associates Corporation, Schoenke & Associates Securities
              Corporation and Raymond F. Schoenke, Jr.

   99         Press release dated September 22, 1998.