-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OBr6A7a4XlKLBvjBENvzJMXMT2JzIpgXDD/pe3C48/vDIc35M9eaWggpHcRqkzA0 LyEEqHXrjb6pU1U2FOU2DA== 0000850483-98-000016.txt : 19980615 0000850483-98-000016.hdr.sgml : 19980615 ACCESSION NUMBER: 0000850483-98-000016 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19980612 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: GOVERNMENT TECHNOLOGY SERVICES INC CENTRAL INDEX KEY: 0000850483 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-COMPUTER & PERIPHERAL EQUIPMENT & SOFTWARE [5045] IRS NUMBER: 541248422 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: SEC FILE NUMBER: 000-19394 FILM NUMBER: 98647389 BUSINESS ADDRESS: STREET 1: 4100 LAFAYETTE CENTER DR CITY: CHANTILLY STATE: VA ZIP: 22021-0808 BUSINESS PHONE: 7035022000 MAIL ADDRESS: STREET 1: 4100 LAFAYETTE CTR DRIVE CITY: CHANTILLY STATE: VA ZIP: 22021-0808 11-K 1 =========================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 -------------------------------------------- FORM 11-K ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 -------------------------------------------- FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996 COMMISSION FILE NUMBER 33-55090 A. Full title of the plan and the address of the plan, if different from that of the issuer named below: GTSI EMPLOYEES' 401(k) INVESTMENT PLAN B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: GOVERNMENT TECHNOLOGY SERVICES, INC. 4100 Lafayette Center Drive Chantilly, Virginia 20151-1200 =========================================================================== Government Technology Services, Inc. Employees 401(k) Investment Plan Financial Statements As of December 31, 1996 and 1995 Together With Auditors' Report - 2 - Government Technology Services, Inc. Employees 401(k) Investment Plan Table of Contents Page Reports of Independent Public Accountants 4 Statement of Net Assets Available For Benefits With Fund Information As of December 31, 1996 5 Statement of Net Assets Available for Benefits With Fund Information As of December 31, 1995 6 Statement of Changes in Net Assets Available for Benefits With Fund Information As of December 31, 1996 7 Notes to Financial Statements As of December 31, 1996 and 1995 9 Item 27(a) - Schedule of Assets Held For Investment Purposes As of December 31, 1996 14 Item 27(b) - Schedule of Loans or Fixed-Income Obligations Due in Default or Classified as Uncollectible As of December 31, 1996 15 Item 27(d) - Schedule of Reportable Transactions For the Year Ended December 31, 1996 16 Schedules Omitted Because There Were No Such Items As of December 31, 1996: Item 27 (c) - Leases in Default or Classified as Uncollectible Item 27 (e) and 27 (f) - Nonexempt Transactions - 3 - Report of Independent Public Accountants To the Advisory Committee of the Government Technology Services, Inc. Employees 401(k) Investment Plan: We have audited the accompanying statements of net assets available for benefits of the Government Technology Services, Inc., Employees 401(k) Investment Plan (the "Plan") as of December 31, 1996 and 1995, and the related statement of changes in net assets available for benefits for the year ended December 31, 1996. These financial statements and the schedules referred to below are the responsibility of the Plan's Advisory Committee. Our responsibility is to express an opinion on these financial statements and schedules based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform an audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 1996 and 1995, and the changes in net assets available for benefits for the year ended December 31, 1996, in conformity with generally accepted accounting principles. Our audit was 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, loans or fixed income obligations due in default or classified as uncollectable, and reportable transactions are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The fund information in the statement of net assets available for benefits and the statement of changes in net assets available for benefits is presented for the purpose of additional analysis rather than to present the net assets available for benefits and the changes in net assets available for benefits of each fund. The supplemental schedules and fund information have been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, are fairly stated, in all material respects, in relation to the basic financial statements taken as a whole. ARTHUR ANDERSEN LLP Washington, D.C. July 16, 1997 - 4 - Government Technology Services, Inc. Employees 401(k) Investment Plan Statement of Net Assets Available For Benefits With Fund Information As of December 31, 1996
Participant Directed -------------------------------------------------------------------------------------------------- Money Guaranteed Market Common Investment Fund Mutual Funds Stock Contract ---------- ------------------------------------------------ ---------- ---------- Washington Deposit Nations Cash Growth Mutual Bond Fund Admini- Parti- Bank Management Fund of Investors of GTSI stration cipant Cash Trust America Fund America Stock Fund Loans Total ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- Assets: Investments $ - $ 62,472 $1,478,940 $ 946,272 $ 406,114 $ 28,463 $ 148,336 $ 113,241 $3,183,838 Cash 236,057 - - - - - - 43,110 279,167 ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- Total 236,057 62,472 1,478,940 946,272 406,114 28,463 148,336 156,351 3,463,005 Liabilities: Excess contributions refundable - - (4,794) (1,414) (60) - (936) - (7,204) ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- Total - - (4,794) (1,414) (60) - (936) - (7,204) ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- Net assets available for benefits $ 236,057 $ 62,472 $1,474,146 $ 944,858 $ 406,054 $ 28,463 $ 147,400 $ 156,351 $3,455,801 ========== ========== ========== ========== ========== ========== ========== ========== ==========
The accompanying notes are an integral part of this statement. - 5 - Government Technology Services, Inc. Employees 401(k) Investment Plan Statement of Net Assets Available For Benefits With Fund Information As of December 31, 1995
Participant Directed -------------------------------------------------------------------------------------------------- Money Guaranteed Market Common Investment Fund Mutual Funds Stock Contract ---------- ------------------------------------------------ ---------- ---------- Washington Deposit Nations Cash Growth Mutual Bond Fund Admini- Parti- Bank Management Fund of Investors of GTSI stration cipant Cash Trust America Fund America Stock Fund Loans Total ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- Assets: Investments $ - $ 82,494 $1,333,589 $ 971,939 $ 437,100 $ 13,843 $ 144,070 $ 54,327 $3,037,362 Cash 65,616 - - - - - - - 65,616 Contributions receivable 20,499 - - - - - - - 20,499 ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- 86,115 82,494 1,333,589 971,939 437,100 13,843 144,070 54,327 3,123,477 Liabilities: Excess contributions refundable - (363) (14,397) (11,377) (5,610) - (669) - (32,416) ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- Net assets available for benefits $ 86,115 $ 82,131 $1,319,192 $ 960,562 $ 431,490 $ 13,843 $ 143,401 $ 54,327 $3,091,061 ========== ========== ========== ========== ========== ========== ========== ========== ==========
The accompanying notes are an integral part of this statement. - 6 - Government Technology Services, Inc. Employees 401(k) Investment Plan Statement of Changes in Net Assets Available For Benefits With Fund Information As of December 31, 1996
Participant Directed -------------------------------------------------------------------------------------------------- Money Guaranteed Market Common Investment Fund Mutual Funds Stock Contract ---------- ------------------------------------------------ ---------- ---------- Washington Deposit Nations Cash Growth Mutual Bond Fund Admini- Parti- Bank Management Fund of Investors of GTSI stration cipant Cash Trust America Fund America Stock Fund Loans Total ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- Employee contributions $ 200,880 $ 14,292 $ 313,665 $ 228,394 $ 67,821 $ 7,079 $ 39,966 $ - $ 872,097 Unrealized/realized gains and losses on investments - 135 125,259 162,889 3,409 5,724 431 - 297,847 Interest and dividends 6,620 3,552 83,115 26,390 22,570 - 8,713 - 150,960 ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- Total additions 207,500 17,979 522,039 417,673 93,800 12,803 49,110 - 1,320,904 ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- Distributions to participants - (23,274) (384,726) (372,385) (135,540) (3,656) (36,583) - (956,164) Transfers between funds: Between investment funds - (14,364) 39,130 (38,847) 17,252 5,473 (8,644) - - Participant loan transactions (57,558) - (21,489) (22,145) (948) - 116 102,024 - ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- Total transfers (57,558) (14,364) 35,282 (60,992) 16,304 5,473 (8,528) 102,024 - ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- Net increase (decrease) 149,942 (19,659) 154,954 (15,704) (25,436) 14,620 3,999 102,024 364,740 Net assets available for benefits: Beginning of year 86,115 82,131 1,319,192 960,562 431,490 13,843 143,401 54,327 3,091,061 ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- End of year $ 236,057 $ 62,472 $1,474,146 $ 944,858 $ 406,054 $ 28,463 $ 147,400 $ 156,351 $3,455,801 ========== ========== ========== ========== ========== ========== ========== ========== ==========
The accompanying notes are an integral part of this statement. - 7 - Government Technology Services, Inc. Employees 401(k) Investment Plan Notes to Financial Statements As of December 31, 1996 and 1995 1. Description of Plan: The following description of the Government Technology Services, Inc. ("GTSI" or the "Company"), Employees' 401(k) Investment Plan (the "Plan") is provided for general information purposes only. Participants should refer to the Plan document for more detailed information. General The Plan was established effective April 1, 1991, in accordance with Section 401(k) of the Internal Revenue Code (the "IRC"). The Plan was subsequently amended, effective April 1, 1991, in order to comply with the Tax Reform Act of 1986. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). The Plan is a voluntary, defined contribution plan that allows eligible employees to contribute up to fifteen percent of their compensation up to a statutory limit. Employees are eligible to participate upon the completion of six months of service and the attainment of 21 years of age. Contributions Twice annually, on January 1 and July 1, participants may elect to defer from one percent to fifteen percent of their annual compensation to any of the funds in which the Plan has invested on a pretax basis, subject to limits detailed in the IRC. In addition, a participant may amend his salary deferral election to terminate such election or to increase or decrease the portion of his compensation to be deferred, with such amendments becoming effective January 1 or July 1. The Plan also contains a feature for discretionary employer contributions. Contributions are subject to limitations to comply with the nondiscrimination requirements of the IRC. The Company made no such contributions to the Plan during the year ended December 31, 1996 and 1995. - 8 - Vesting Employee contributions and any earnings thereon are fully vested upon receipt by the Plan. A participant's vesting percentage with respect to the discretionary employer contributions is determined according to the following table: Years of service Percentage ----------------- ---------- Less than 2 0 2 but less than 3 20 3 but less than 4 40 4 but less than 5 60 5 but less than 6 80 6 or more 100 Upon termination from service, that portion of a participant's discretionary employer contribution account in which he is not vested is forfeited. Forfeitures are utilized to reduce any employer contributions in the current or future years. Distributions Upon termination, participants may elect to withdraw the entire amount of their contribution accounts or delay withdrawal until a future date if their account balances are at least $3,500. Distributions are made in a lump-sum payment, except for investments in the Company's common stock which shall be distributed in whole shares and cash for any fractional share unless the participant elects to receive the full distribution in cash. Upon the death of a participant, the participant's beneficiary shall be entitled to the unpaid balance of the participant's account. Such beneficiary shall be the participant's spouse unless there is no spouse or unless another beneficiary is named with the written consent of the spouse. Loans Plan participants may borrow from their fund accounts a minimum of $1,000 up to a maximum equal to the lesser of $50,000 or 50 percent of their account balances. Loans accrue interest at a rate equivalent to interest rates charged by major financial institutions for comparable loans at the time the loan is made. As of December 31, 1996, interest rates ranged from 8.25 to 10 percent. Loans are repaid in equal payments, made not less frequently than quarterly, over terms generally not exceeding five years. Loans are collateralized as deemed appropriate by the Advisory Committee. Loans to participants are recorded at cost, which approximates market value. In the event of retirement, death, disability, or termination of employment, the loan becomes payable in full. - 9 - Rollovers New employees are permitted to transfer account balances from previous qualified plans to the Plan. Included in employee contributions for the year ended December 31, 1996, is $165,880 of rollovers from other plans. Plan Administration The Plan is administered by an Advisory Committee consisting of three individuals appointed by the Board of Directors of GTSI. During 1996, the Company retained Actuarial Benefits and Design, Inc., to perform record-keeping services for the Plan and NationsBank Trust Company, N.A. (the "Trustee") to maintain the assets in the Plan. The Company pays certain administrative fees, such as legal, accounting, and insurance. The Plan pays no administrative fees to the Company for the services it provides. 2. Summary of Accounting Policies: Accounting Method The financial statements are prepared on an accrual basis in accordance with generally accepted accounting principles. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Security Transactions and Related Investment Income Security transactions are recorded on the trade date and dividend income is recorded on the ex-dividend date. Investments Investments are valued at the last reported sales price on the last business day of the period. Employee contributions are deposited at the direction of the participants with the American Funds Group ("AFG"), the First Colony Life Insurance Company ("FCL") or NationsBank Trust Company, N.A., where they are accumulated and invested on behalf of the Plan participants. The following represents a brief description of each investment alternative available for employee contributions during 1996. - 10 - AFG Growth Fund of America This fund is a diversified mutual fund investing primarily in the common stock of a wide range of companies that have potential for long-term growth of capital. AFG Washington Mutual Investors Fund This fund invests in stocks of companies offering potential for current income and the opportunity for growth of capital. AFG Bond Fund of America This fund invests in bonds with the objective of obtaining a high level of current income while preserving invested capital. At least 60 percent of the fund's assets must be invested in government guaranteed securities, corporate bonds rated "A" or better, or money market instruments. AFG Cash Management Trust This fund invests in money market instruments such as U.S. Treasury bills, commercial paper, and certificates of deposit. The objective of the fund is to provide current income on cash reserves while preserving capital and maintaining liquidity. GTSI Stock Employees may direct up to 20 percent of their contributions and may invest up to 20 percent of their account balances in the Company's common stock. Fair values for the GTSI stock are determined using quoted market values based on public sources. FCL Deposit Administration Fund This investment ("the contract") offers a return of principal and interest guaranteed at competitive rates by FCL. The contract is valued at cost plus undistributed interest income (contract value) since it is fully benefit responsive. As of December 31, 1996, the fair value of the contract was $147,400. The average yield as of December 31, 1996 and 1995, was 6.0 and 6.5 percent, respectively. The crediting interest rate as of December 31, 1996 and 1995, was 5.7 and 5.4 percent, respectively. There are no valuation reserves recorded to adjust contract amounts. The minimum crediting interest rate under the terms of the contract is 4.0 percent. There are no limitations or guarantees on the contract. The crediting interest rate is periodically reviewed by management. The fair value of the individual assets that represent 5 percent or more of the Plan's net assets as of December 31, 1996 and 1995, is as follows: - 11 - 1996 1995 ---------- ---------- Mutual Funds: Growth Fund of America $1,474,146 $1,319,192 Washington Mutual Investors Fund 944,858 960,562 Bond Fund of America 406,054 431,490 Money Market Fund: Cash 236,057 - Investment income The Plan presents in the statement of changes in net assets available for benefits the net appreciation (depreciation) in the fair value of its investments, which consists of the realized gains or losses and the unrealized appreciation (depreciation) on those investments. Income, expenses, and gains or losses (realized and unrealized) of Plan investments are allocated among participants based upon their respective account balances at the end of each month. Cash Cash consists of contributions that have been transferred to the Trustee but not yet invested in the investment funds. 3. Benefits Payable: Benefits are recorded when paid. As of December 31, 1996 and 1995, the account balances of employees who have terminated employment with the Company and requested distributions but have not been approved for payment were $0. As of December 31, 1996, employees had made excess contributions to the Plan and were due refunds of $7,204. 4. Federal Income Taxes: The Internal Revenue Service ("IRS") has determined and informed the Company by a letter dated June 13, 1995, that after considering proposed amendments necessary for the Plan to conform to the provisions of the Tax Reform Act of 1986, the Plan and related trust were designed in accordance with applicable sections of the IRC. The necessary Plan amendment was adopted on February 13, 1996. GTSI and the Plan Administrator believe that the Plan is currently designed and is being operated in compliance with applicable requirements of the IRC. Therefore, GTSI and the Plan administrator believe that the Plan is qualified and the related trust continues to be tax exempt. - 12 - 5. Termination of the Plan: While the Plan is intended to be permanent, it may be terminated at any time by resolution of the Board of Directors of the Company. Upon termination, no further contributions may be made to the Plan. However, the Advisory Committee will remain in existence and all provisions of the Plan other than the provisions for contributions will remain in force subject to review by the Advisory Committee. In the event of Plan termination, participants will become fully vested in their account balances. 6. Administrative Expenses: Administrative expenses of the Plan are paid by the Company. Total expenses paid by the Company for the years ended December 31, 1996 and 1995, were $12,738 and $17,746, respectively. The Company also provides administrative support at no cost to the Plan. 7. Reconciliation of Net Assets available for Plan Benefits per Financial Statements to Form 5500 at December 31, 1996: Net assets available for plan benefits per financial statements $3,455,801 Refunds to employees 7,204 Investment accrual adjustment (16,037) ---------- Net assets available for plan benefits per Form 5500 $3,446,968 ========== 8. GTSI Acquisition of Falcon Microsystems, Inc.: On August 16, 1994, the Company acquired all of the outstanding shares of stock of Falcon Microsystems, Inc. ("Falcon"). Effective December 31, 1994, a resolution was passed by the GTSI Advisory Committee that terminated the Falcon 401(k) Retirement Savings Plan with no further salary deferrals allowed. Effective January 1, 1995, all Falcon employees satisfying the eligibility requirements of the GTSI 401(k) Plan became eligible to participate in the GTSI 401(k) Plan. The Falcon 401(k) Plan received its final IRS determination letter on January 5, 1996. 9. Party-In-Interest Transaction: The Plan has invested certain amounts with NationsBank, the Trustee of the Plan. 10. Subsequent Event: In 1997, the Company elected to change its record-keeper and trustee. As a result, the Plan's 1996 investment options were canceled. There was no impact on participant account values. - 13 - Government Technology Services, Inc. Employees 401(k) Investment Plan Item 27(a) - Schedule of Assets Held For Investment Purposes As of December 31, 1996
Current Identity of Issuer Description Cost Value - --------------------------------- -------------------------- ---------- ---------- NationsBank Cash* Money Market Fund $ 236,057 $ 236,057 AFG Cash Management Trust Mutual Fund 62,472 62,472 AFG Growth Fund of America Mutual Fund 1,259,145 1,474,146 AFG Washington Mutual Investors Mutual Fund 710,835 944,858 AFG Bond Fund of America Mutual Fund 401,534 406,054 GTSI Stock* Common Stock 31,477 28,463 First Colony Life Insurance Group Guaranteed Investment Deposit Administration Fund Contract, 5.7% guaranteed at 12/31/96 147,400 147,400 Participant loans Fully amortized loans to participants at 8.25% to 10% per annum 156,351 156,351 ---------- ---------- Totals $3,005,271 $3,455,801 ========== ========== * Represents a party-in-interest.
The accompanying notes are an integral part of this schedule. - 14 - Government Technology Services, Inc. Employees 401(k) Investment Plan Item 27(b) - Schedule of Loans or Fixed-Income Obligations Due in Default or Classified as Uncollectible As of December 31, 1996
Detailed Description of Loan Including Amount Received Dates of Making and Maturity, Interest During Unpaid Rate, the Type and Value of Collateral, Original Reporting Year Balance Any Renegotiation of the Loan and the Amount Overdue Identity and Address Amount -------------------- at End Terms of the Renegotiation, and Other -------------------- or Obligor of Loan Principal Interest of Year Material Items Principal Interest - -------------------- --------- --------- --------- --------- --------------------------------------- --------- --------- Michael Cook $ 1,500 $ - $ 35 $ 1,052 8.75% Maturity 12/13/96 $ 1,052 $ - Katherine Leunig 4,902 - - 4,092 9.5% Maturity 6/4/99 2,580 -
The accompanying notes are an integral part of this schedule. - 15 - Government Technology Services, Inc. Employees 401(k) Investment Plan Item 27(d) - Schedule of Reportable Transactions For the Year Ended December 31, 1996
Identity of Party Purchase Sales Involved ------------------------- -------------------------------------------------- Description Description Number of Purchase Number of Sales Historical Gain of Asset of Investment Transactions Price Transactions Price Cost (Loss) - ------------------ -------------- ------------- ---------- ------------- ---------- ---------- ---------- Growth Fund of America Mutual Fund 23 $ 517,472 19 $ 478,410 $ 431,343 $ 47,067 NationsBank Prime Fund Trust* Money Market 3 729,870 3 722,060 722,060 - Fund Washington Mutual Investors Fund Mutual Fund 23 262,507 18 414,888 359,063 55,825 Bond Fund of America Mutual Fund - - 17 160,625 162,286 (1,661) * Represents a party-in-interest.
The accompanying notes are an integral part of this schedule. - 16 - Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on behalf of the employee benefit plan by the undersigned, thereunto duly authorized. Date: June 12, 1998 GTSI EMPLOYEES' 401(k) INVESTMENT PLAN By: /s/ JUDITH B. KASSEL ----------------------------------------- Judith B. Kassel Vice President & General Counsel and 401(k) Plan Advisory Committee Member - 17 - =========================================================================== INDEX TO EXHIBITS =========================================================================== EXHIBIT | NUMBER | DESCRIPTION - --------------------------------------------------------------------------- 23 | Consent of Arthur Andersen LLP =========================================================================== EX-23 2 Exhibit 23 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation of our report dated July 16, 1996, included in this Form 11-K, into the Company's previously filed Registration Statements on Form S-8 (File Nos. 33-44363, 33-55090 and 333-29439). /s/ Arthur Andersen LLP ----------------------------- ARTHUR ANDERSEN LLP Washington, D.C. May 28, 1998 -----END PRIVACY-ENHANCED MESSAGE-----