Exhibit 99.1
[GTSI Logo] Government Technology Services, Inc.
4100 Lafayette Center Drive
Chantilly, VA 20151-1200
(703) 502-2000
www.gtsi.com
CONTACT:
Fern Krauss
(301) 424-9140 or
(703) 502-2054
Fern_Krauss@gtsi.com
GTSI AND BTG SIGN DEFINITIVE AGREEMENT
GTSI Purchases BTG's Product Division
CHANTILLY, VA (February 12, 1998) - Government Technology Services, Inc.
(GTSI) (Nasdaq:GTSI) and BTG, Inc. (Nasdaq:BTGI) today announced that they
signed the definitive agreement for and completed the sale to GTSI of
substantially all of the BTG division assets responsible for reselling
computer hardware, software, and systems to the Federal Government. Under
the terms of the sale, GTSI provided 15,375 shares of a new series of
preferred stock, designated Series C 8% cumulative redeemable preferred
stock and $8 million in cash to BTG. The preferred stock is nonvoting
except for the right to elect one member of the GTSI board. Under the
terms of the sale, BTG also has the right to nominate a second director
subject to GTSI's consent.
GTSI will seek shareholder approval at its upcoming annual meeting for
conversion of the preferred stock to three million shares of common stock.
If shareholder approval is obtained, the preferred stock will automatically
convert to common stock. If shareholder approval is not obtained,
dividends, payable annually in cash or preferred stock at GTSI's option,
will begin to accrue on the preferred stock at an annual rate of 8% and the
preferred stock will become redeemable by GTSI at an initial redemption
price equal to the liquidation preference of $1,000 per share (or
$15,375,000) in the aggregate) plus accrued but unpaid dividends. If
conversion is not approved at the first shareholders meeting, GTSI has
agreed to seek approval at the next shareholders' meeting.
Dendy Young, President and CEO of GTSI, stated, "This transaction will
cement GTSI's position as a leading federal channel information technology
reseller and enable the company to better compete in the federal
information technology segment. We are focusing on the vital issue of
successfully combining the workforces of GTSI and the BTG division to
better serve our customers." Mr. Young added, "I welcome Dr. Bersoff to our
Board."
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GTSI and BTG Sign Definitive Agreement Page -2-
Dr. Edward Bersoff, President and CEO of BTG, said he was very pleased
that the transaction had been completed. "This allows BTG to focus on and
grow our core business, providing engineering, networking, and integration
services and support to government and commercial clients." He attributed
the company's dynamic growth to BTG's skilled work force.
Except for historical information, all of the statements, including
the benefits of the transaction for both companies, expectations and
assumptions contained in the foregoing are "forward-looking statements"
(within the meaning of the Private Securities Litigation Reform Act of
1995) that involve a number of risks and uncertainties. It is possible that
the assumptions made by management for purposes of such statements may not
materialize. Actual results may differ materially from those projected or
implied in any forward-looking statements. In addition to the above
factors, other important factors that could cause actual results to differ
materially are those listed in the Company's most recent report on Form
10-K and included from time to time in other documents filed by the Company
with the Securities and Exchange Commission.
ABOUT THE COMPANIES
BTG provides information technology solutions to government and
commercial clients. The company specializes in systems engineering,
integration and network services. The company is headquartered in Fairfax,
Virginia. Additional information on BTG is available on the Internet at
www.btg.com, by e-mail at info@btg.com, or by calling 703-383-8000.
GTSI is one of the largest dedicated government resellers providing
broad-based information technology solutions. The Company offers access to
over 100,000 information technology products from more than 2,000
manufacturers. Headquartered in the Washington metropolitan area, GTSI
employs approximately 550 people and provides products and services to
Federal, state and local government customers worldwide. Founded in 1983,
GTSI has been ranked by Computer Reseller News as one of the top 10
resellers nationwide every year since 1993, when CRN began ranking
resellers. Further information may be obtained on the Internet at
www.gtsi.com.
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GTSI is a registered service mark of Government Technology Services, Inc.
BTG is a federally registered trademark of BTG, Inc. All other trademarks
and service marks are proprietary to their respective owners.