Exhibit 99
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
---------------------------------------
FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One) :
[X] ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [FEE REQUIRED] . For the fiscal year ended December 31,
1995
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED] . For the transition period
from ........ to ........
Commission File Number 0-7422
A. Full title of the plan and address of the plan, if different from
that of the issuer name below:
STANDARD MICROSYSTEMS CORPORATION
INCENTIVE SAVINGS AND RETIREMENT PLAN
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
STANDARD MICROSYSTEMS CORPORATION
80 Arkay Drive
Hauppauge, New York 11788
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Committee has duly caused this annual report to be signed on their behalf by the
undersigned hereunto duly authorized.
STANDARD MICROSYSTEMS CORPORATION
INCENTIVE SAVINGS AND
RETIREMENT PLAN
By: _______________________________
Anthony M. D'Agostino
Member, Plan Committee
May 25, 1996
STANDARD MICROSYSTEMS CORPORATION
INCENTIVE SAVINGS AND RETIREMENT PLAN
INDEX TO FINANCIAL STATEMENTS
Report of Independent Public Accountants.......................................................................4
Statement of Financial Condition as of
December 31, 1995 and December 31, 1994...............................................................5-6
Statement of Income and Changes in Plan Equity
For the Plan Year ended December 31, 1995.............................................................7
Notes To Financial Statements..................................................................................8-13
Schedule I - Assets Held for Investment as of
December 31, 1995....................................................................................14
Schedule I - Assets Held For Investment as of
December 31, 1994....................................................................................15
Schedule II - Reportable Transactions For the
Year Ended December 31, 1995.........................................................................16
ARTHUR ANDERSEN LLP
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Standard Microsystems Corporation Incentive Savings and Retirement Plan
Committee:
We have audited the accompanying Statements of Financial Condition of the
Standard Microsystems Corporation Incentive Savings and Retirement Plan as of
December 31, 1995, and December 31, 1994, and the related Statement of Income
and Changes in Plan Equity for the year ended December 31, 1995. These financial
statements are the responsibility of the plan administrator. Our responsibility
is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial condition of the Standard Microsystems
Corporation Incentive Savings and Retirement Plan as of December 31, 1995 and
1994, and its income and changes in plan equity for the plan year ended December
31, 1995, in conformity with generally accepted accounting principles.
ARTHUR ANDERSEN LLP
April 8, 1996
Washington, D.C.
-4-
STANDARD MICROSYSTEMS CORPORATION
INCENTIVE SAVINGS AND RETIREMENT PLAN
STATEMENT OF FINANCIAL CONDITION
As of December 31, 1995
---------------- ---------------- --------------- ----------------
Puritan Ginnie Mae Magellan
Total Fund Fund Fund
---------------- ---------------- --------------- ----------------
ASSETS $ 1,119 $ - $ - $ -
Cash and cash equivalents
Contributions receivable: 157,045 46,321 7,789 66,632
Employee - - - -
Employer matching
Investments:
Fidelity Puritan Fund 3,329,782 3,329,782 - -
(cost of $3,099,963)
Fidelity Ginnie Mae Fund 700,345 - 700,345 -
(cost of $688,305)
Fidelity Magellan Fund 5,825,814 - - 5,825,814
(cost of $5,046,454)
Fidelity Asset Manager Fund 2,728,228 - - -
(cost of $2,596,574)
Fidelity Managed Income Fund 1,704,808 - - -
(cost of $1,704,808)
Standard Microsystems Corp. Common Stock 7,215,434 - - -
(437,299 shares; cost of $8,916,734) 766,388 - - -
Loans Receivable ---------------- ---------------- --------------- ----------------
22,428,963 3,376,103 708,134 5,892,446
Total Assets ---------------- ---------------- --------------- ----------------
LIABILITIES 28,314 - - -
Benefits Payable ---------------- ---------------- --------------- ----------------
28,314 0 0 0
Total Liabilities ---------------- ---------------- --------------- ----------------
$ 22,400,649 $ 3,376,103 $ 708,134 $ 5,892,446
PLAN EQUITY ================ ================ =============== ================
---------------- --------------- ---------------- ----------------
Asset Manager Managed Income Company
Fund Fund Stock Fund Loan Fund
---------------- --------------- ---------------- ----------------
ASSETS $ - $ - $ 1,119 $ -
Cash and cash equivalents
Contributions receivable: 21,470 13,825 1,008 -
Employee - - - -
Employer matching
Investments:
Fidelity Puritan Fund - - - -
(cost of $3,099,963)
Fidelity Ginnie Mae Fund - - - -
(cost of $688,305)
Fidelity Magellan Fund - - - -
(cost of $5,046,454)
Fidelity Asset Manager Fund 2,728,228 - - -
(cost of $2,596,574)
Fidelity Managed Income Fund - 1,704,808 - -
(cost of $1,704,808)
Standard Microsystems Corp. Common Stock - - 7,215,434 -
(437,299 shares; cost of $8,916,734) - - - 766,388
Loans Receivable ---------------- --------------- ---------------- ----------------
2,749,698 1,718,633 7,217,561 766,388
Total Assets ---------------- --------------- ---------------- ----------------
LIABILITIES - - 28,314 -
Benefits Payable ---------------- --------------- ---------------- ----------------
0 0 28,314 0
Total Liabilities ---------------- --------------- ---------------- ----------------
$ 2,749,698 $ 1,718,633 $ 7,189,247 $ 766,388
PLAN EQUITY ================ =============== ================ ================
The accompanyingnotes are an integral part of this statement.
-5-
STANDARD MICROSYSTEMS CORPORATION
INCENTIVE SAVINGS AND RETIREMENT PLAN
STATEMENT OF FINANCIAL CONDITION
As of December 31, 1994
---------------- ---------------- --------------- ----------------
Puritan Ginnie Mae Magellan
Total Fund Fund Fund
---------------- ---------------- --------------- ----------------
ASSETS
Cash and cash equivalents $ 1,059 $ 25 $ 11 $ 35
Contributions receivable:
Employee 208,740 48,760 11,540 70,707
Employer matching 117,961 - - -
Investments:
Fidelity Puritan Fund
(cost of $2,379,537) 2,241,881 2,241,881 - -
Fidelity Ginnie Mae Fund
(cost of $565,846) 524,849 - 524,849 -
Fidelity Magellan Fund
(cost of $3,704,721) 3,529,154 - - 3,529,154
Fidelity Asset Manager Fund
(cost of $2,188,606) 1,988,713 - - -
Fidelity Managed Income Fund
(cost of $1,336,863) 1,336,863 - - -
Standard Microsystems Corp. Common Stock
(359,384 shares; cost of $7,607,083) 10,781,520 - - -
Loans Receivable 720,734 - - -
---------------- ---------------- --------------- ----------------
Total Assets 21,451,474 2,290,666 536,400 3,599,896
---------------- ---------------- --------------- ----------------
LIABILITIES
Benefits Payable 1,539 - - -
---------------- ---------------- --------------- ----------------
Total Liabilities 1,539 0 0 0
---------------- ---------------- --------------- ----------------
PLAN EQUITY $ 21,449,935 $ 2,290,666 $ 536,400 $ 3,599,896
================ ================ =============== ================
---------------- --------------- ---------------- ----------------
Asset Manager Managed Income Company
Fund Fund Stock Fund Loan Fund
---------------- --------------- ---------------- ----------------
ASSETS
Cash and cash equivalents $ 29 $ 30 $ 929 $ -
Contributions receivable:
Employee 39,101 21,191 17,441 -
Employer matching - - 117,961 -
Investments:
Fidelity Puritan Fund
(cost of $2,379,537) - - - -
Fidelity Ginnie Mae Fund
(cost of $565,846) - - - -
Fidelity Magellan Fund
(cost of $3,704,721) - - - -
Fidelity Asset Manager Fund
(cost of $2,188,606) 1,988,713 - - -
Fidelity Managed Income Fund
(cost of $1,336,863) - 1,336,863 - -
Standard Microsystems Corp. Common Stock
(359,384 shares; cost of $7,607,083) - - 10,781,520 -
Loans Receivable - - - 720,734
---------------- --------------- ---------------- ----------------
Total Assets 2,027,843 1,358,084 10,917,851 720,734
---------------- --------------- ---------------- ----------------
LIABILITIES
Benefits Payable - - 1,539 -
---------------- --------------- ---------------- ----------------
Total Liabilities 0 0 1,539 0
---------------- --------------- ---------------- ----------------
PLAN EQUITY $ 2,027,843 $ 1,358,084 $ 10,916,312 $ 720,734
================ =============== ================ ================
The accompanying notes are an integral part of this statement.
-6-
STANDARD MICROSYSTEMS CORPORATION
INCENTIVE SAVINGS AND RETIREMENT PLAN
STATEMENT OF INCOME AND CHANGES IN PLAN EQUITY
For the plan year ended December 31, 1995
---------------- ---------------- --------------- ----------------
Puritan Ginnie Mae Magellan
Total Fund Fund Fund
---------------- ---------------- --------------- ----------------
BEGINNING BALANCE, PLAN EQUITY $ 21,449,935 $ 2,290,666 $ 536,400 $ 3,599,896
---------------- ---------------- --------------- ----------------
Employee contributions 3,558,539 829,866 165,294 1,236,827
Employer matching contributions 1,073,690 - - -
Investment Income 775,481 173,031 41,034 332,945
Realized gains (losses) on securities
transactions (138,134) 51,945 5,732 114,932
Unrealized appreciation (depreciation) of
investments (2,953,821) 339,766 45,046 924,242
Interfund Transfers 0 (106,880) (35,580) (1,611)
---------------- ---------------- --------------- ----------------
2,315,755 1,287,728 221,526 2,607,335
Benefit payments 1,365,041 202,291 49,792 314,785
---------------- ---------------- --------------- ----------------
INCREASE (DECREASE) IN PLAN EQUITY 950,714 1,085,437 171,734 2,292,550
---------------- ---------------- --------------- ----------------
ENDING BALANCE, PLAN EQUITY $ 22,400,649 $ 3,376,103 $ 708,134 $ 5,892,446
================ ================ =============== ================
---------------- --------------- ---------------- ----------------
Asset Manager Managed Income Company
Fund Fund Stock Fund Loan Fund
---------------- --------------- ---------------- ----------------
BEGINNING BALANCE, PLAN EQUITY $ 2,027,843 $ 1,358,084 $ 10,916,312 $ 720,734
---------------- --------------- ---------------- ----------------
Employee contributions 579,975 441,245 305,823 (491)
Employer matching contributions - - 1,073,690 -
Investment Income 74,716 92,000 560 61,195
Realized gains (losses) on securities
transactions 21,732 - (332,475) -
Unrealized appreciation (depreciation) of
investments 298,854 - (4,561,729) -
Interfund Transfers (84,486) (25,056) 261,826 (8,213)
---------------- --------------- ---------------- ----------------
890,791 508,189 (3,252,305) 52,491
Benefit payments 168,936 147,640 474,760 6,837
---------------- --------------------------------- ----------------
INCREASE (DECREASE) IN PLAN EQUITY 721,855 360,549 (3,727,065) 45,654
---------------- --------------- ---------------- ----------------
ENDING BALANCE, PLAN EQUITY $ 2,749,698 $ 1,718,633 $ 7,189,247 $ 766,388
================ =============== ================ ================
The accompanying notes are an integral part of this statement.
-7-
STANDARD MICROSYSTEMS CORPORATION
INCENTIVE SAVINGS AND RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
1) Description of the Plan
Purpose and Eligibility
The Standard Microsystems Corporation Employee Stock Purchase Plan (the
"Plan") was established on June 23, 1982, to encourage and assist
eligible employees to invest in Standard Microsystems Corporation (the
"Company"), to adopt a regular savings program, and to help provide
additional security for their retirement.
Effective January 1, 1993, the plan was amended and restated to provide
participants with improved benefits, as well as facilitate certain
administrative functions. The Plan was established under sections
401(a) and 401(k) of the Internal Revenue Code which, among other
provisions, allow for the deferral of income taxes on amounts
contributed.
Participation can begin on the first day of any calendar month after
the completion of three months of service as defined in the Plan.
Investment Programs
With the amendments adopted effective January 1, 1993, the Plan allows
participants to allocate their contributions among six investment
programs. These investment vehicles are as follows:
1. Fidelity Puritan Fund - This fund seeks to obtain as much income
as possible, consistent with the preservation of capital, by
investing in a broadly diversified portfolio of high yielding
securities, including common stocks, preferred stocks, bonds,
and foreign securities.
2. Fidelity Ginnie Mae Portfolio - This fund seeks a high level of
current income, by investing primarily in mortgage-related
securities issued by the Government National Mortgage
Association.
3. Fidelity Magellan Fund - This fund seeks capital appreciation by
investing primarily in common stock and securities convertible
into common stock. Up to 20% of the fund's assets may also be
invested in debt securities of all types and qualities issued by
foreign and domestic issuers if Fidelity Magellan Fund believes
they have potential for capital appreciation. Equity investments
can be made in domestic or foreign corporations.
-8-
4. Fidelity Asset Manager Portfolio - This fund seeks high total
return with reduced risk by allocating its assets among stock,
bonds, and money market instruments, including foreign
securities, normally within the following parameters: 10-50% in
stocks; 20-60% in bonds, 0-70% in money market instruments.
5. Fidelity Managed Income Portfolio - This portfolio will purchase
high-quality, short and long-term Guaranteed Investment
Contracts (GICs), Bank Investment Contracts (BICs), short-term
money market instruments, and "synthetic" GICs (debt obligations
issued by one institution and insured by another as to payment
of interest and return of principal at maturity). The Portfolio
strives to maintain a stable $1.00 share price.
6. Standard Microsystems Corporation Stock - Common stock issued by
Standard Microsystems Corporation.
The value of each participant's account equals the participant's
contributions, the Company's matching and regular contributions, net
earnings, forfeitures allocated in accordance with the Plan provisions,
and current value adjustments.
Employee Contributions
Each eligible participant may make qualified earnings reduction
contributions from 1% - 15% of his/her earnings which are not currently
subject to income taxes. These earnings reduction contributions are
subject to certain statutory and regulatory limitations and may not
exceed $7,000, as indexed for inflation, per calendar year ($9,240 for
1995). Participant contributions, which are entirely voluntary, are
allocated by the employee between the six investment programs in ten
percent increments. There were 812 and 699, active participants in the
Plan and 605 and 542 participants making contributions as of December
31, 1995 and 1994, respectively.
There were 130 and 76 terminated employees with funds in the plan as of
December 31, 1995 and 1994, respectively.
Participants may also make "rollover" contributions of distributions
from other qualified plans which are not matched by the Company. For
the Plan period ending December 31, 1995, "rollover" contributions of
$555,634 were received by the Plan and are included in Employee
contributions in the accompanying Statement of Income and Changes in
Plan Equity.
-9-
Employer Contributions
The Company may, at its discretion, contribute to the Plan "Matching
Contributions" in cash or securities equal to 50% of each participant's
qualified earnings reduction contribution (up to a maximum participant
contribution of 6% of earnings), subject to certain statutory and
regulatory limitations. In addition, the Company may, at its
discretion, make an additional "Profit Sharing Contribution" which, if
made, is allocated pro rata to participants on the basis of their
earnings. No Profit Sharing Contribution was made to the Plan during
the last plan year.
Benefits
Upon the death, retirement (at age 65 or later) or total and permanent
disability of a participant while in the employ of the Company, the
participant's entire account (including the employee's share of the
Company's contributions) becomes 100% vested.
If a participant's employment with the Company is terminated for any
other reason, the participant is entitled to receive in full the
portion of his or her account attributable to participant contributions
and is also entitled to receive a portion of his or her account
allocable to Employer contributions based upon the following schedule:
---------------------------- ---------------------
Years of Service Percentage Vested
---------------------------- ---------------------
Less than 1 year 0%
1 year but less than 2 years 20%
2 years but less than 3 years 40%
3 years but less than 4 years 60%
4 years but less than 5 years 80%
5 years or more 100%
The unvested portion of a former participant's account will be
allocated to the remaining participants as discussed in note 7 below. A
separated participant may elect to defer distribution of his or her
benefit if the benefit exceeds $3,500. In such event, the benefit
remains invested in the Plan and continues to participate in Plan
earnings.
A separated participant, who elected to receive a distribution and who
was not fully vested at the time of distribution, that is subsequently
rehired and becomes eligible to participate before having incurred five
consecutive One Year Breaks in Service, may repay the distribution
which he or she received within five years of receiving same. A
participant who, upon rehire, repays his or her distribution is
recredited with all previous years of service and the full account
balance,
-10-
determined as of the prior termination date. The Company remains
contingently liable should any such participant rejoin the Company.
Participant Loans and Withdrawals
Subject to certain Plan provisions, participants may apply for Loans
against their vested account balance. Additionally, participants are
entitled to apply for hardship withdrawals and, after attaining age 59
1/2, receive in-service distributions (excluding company contribution
accounts).
2) Summary of Significant Accounting Policies
Basis of Accounting
The financial statements of the Plan are presented on the accrual basis
of accounting.
Security Valuation
Investments are stated at current value based upon the latest publicly
quoted market prices at the end of the applicable period.
The following summarizes the activity in employer securities for the
Plan year ended December 31, 1995:
December 31, 1995
------------------
Shares in the Plan, beginning of the period 359,384
Shares issued to the Plan 91,664
Shares redeemed and transferred to former participants <23,676>
Other Purchases/Redemptions 9,927
--------------
Shares in the Plan, end of the period 437,299
==============
The per share price at which the Plan purchased the Company's stock
ranged from $14.75 to $30.13 for the Plan year ended December 31, 1995.
See Note 8 for the effect of changes in the Company's stock price
subsequent to December 31, 1995.
-11-
3) Plan Administration
Management
Pursuant to the terms of the Plan:
a) The Board of Directors of the Company has established the Plan
Committee to act as the Company's agent to administer the
Plan. The Plan Committee consists of members of the Company's
management.
b) Midlantic National Bank, (the "Trustee"), is the custodian of
the Plan's property and funds. Under the terms of the Plan and
trust agreement, securities credited to the participants'
accounts are registered in the name of the Trustee. Securities
issued by the Company are voted by the Trustee in accordance
with participant instructions. If, however, a participant does
not provide the Trustee with instructions in a timely manner,
the Trustee will vote such shares at its own discretion. The
Plan has obtained the required surety bonding under ERISA.
Plan Costs
Administrative costs of $54,800 for the Plan year ended December 31,
1995, were paid by the Company. These expenses are for record keeping
and investment management services.
4) Termination of the Plan
Although the Company intends to continue the Plan indefinitely, it
reserves the right to amend or discontinue the Plan at any time, or to
reduce, suspend or discontinue payments to be made by the Company to
the Plan. Upon termination of the Plan or discontinuance of payments,
the account of each participant (including the employee's share of the
Company's contribution) shall become fully vested, regardless of length
of service.
5) Income Tax Status
Effective January 1, 1993, the Plan was amended and restated in its
entirety to comply with the Tax Reform Act of 1986 and subsequent tax
legislation. The Plan Administrator in June 1994 applied for a
determination letter from the Internal Revenue Service (IRS) with
regard to the ongoing tax qualified status of the Plan. On October 19,
1994, the IRS issued a favorable determination letter in this regard.
Since the Plan has been determined by the IRS to be qualified,
contributions by participants and the Company, and the earnings
thereon, will continue to be
-12-
exempt from Federal taxes until distributed to the participants or
their beneficiaries.
6) Benefits Payable
Benefits payable, as of December 31, 1995 and 1994, include
approximately 1,716 and 52 shares, respectively, of the Company's
common stock to be distributed to former participants, with the
remainder payable in cash.
7) Forfeitures
During the Plan year ended December 31, 1995, $40,295 in non-vested
account balances were forfeited by former participants who elected to
have their vested account balance distributed to them. This amount was
reallocated to the accounts of those participants who made qualified
earnings reduction contributions during the Plan year in the proportion
of each Participant's qualified earnings reduction contributions, up to
6%, when compared to the total of all participant's qualified earnings
reduction contributions, up to 6%, provided the participant was active
on the last day of the Plan year.
8) Standard Microsystems Corporation Stock Price
The Company's stock price is affected by both the fundamental economic
environment and computer industry conditions. Through April 30, 1996,
there has been no significant change in the value of the Company's
stock or any of the Plan's other assets. The value of the Plan's
investments may continue to fluctuate considerably and past performance
may not be representative of future results.
9) Supplementary Schedules and Disclosures
See Schedule I for the assets held for investment as of December 31,
1995 and 1994. Schedule II lists reportable transactions, as defined by
ERISA, which occurred during the Plan year ended December 31, 1995.
During this period, there were no investments in default or
transactions with parties in interest.
-13-
Standard Microsystems Corporation Schedule I
Incentive Savings and Retirement Plan
Schedule of Assets Held for Investment
As of December 31, 1995
Number Of Value Per
Investment Description Cost Current Value Units or Shares Fund Unit
---------- ------------- ---------------- -------------
Fidelity Puritan Fund $3,099,963 $3,329,782 195,754 $17.01
Fidelity Ginnie Mae Fund $ 688,305 $ 700,345 64,311 $10.89
Fidelity Magellan Fund $5,046,454 $5,825,814 67,758 $85.98
Fidelity Asset Manager Fund $2,596,574 $2,728,228 172,128 $15.85
Fidelity Managed Income Fund $1,704,808 $1,704,808 1,704,808 $ 1.00
SMC Common Stock $8,916,734 $7,215,434 437,299 $16.50
-14-
Standard Microsystems Corporation Schedule I
Incentive Savings and Retirement Plan
Schedule of Assets Held for Investment
As of December 31, 1994
Number Of Value Per
Investment Description Cost Current Value Units or Shares Fund Unit
- - --------------------------------------- --------------------- ------------------- ---------------------- ---------------
Fidelity Puritan Fund $2,379,537 $ 2,241,881 151,376 $ 14.81
Fidelity Ginnie Mae Fund $ 565,846 $ 524,849 52,537 $ 9.99
Fidelity Magellan Fund $3,704,721 $ 3,529,154 52,832 $ 66.80
Fidelity Asset Manager Fund $2,188,606 $ 1,988,713 143,797 $ 13.83
Fidelty Managed Income Fund $1,336,863 $ 1,336,863 1,336,863 $ 1.00
SMC Common Stock $7,607,083 $10,781,520 359,384 $ 30.00
-15-
Standard Microsystems Corporation Schedule II
Incentive Savings and Retirement Plan
Schedule of Reportable Transactions
As of December 31, 1995
AMOUNTS IN DOLLARS
Realized Number of
Investment Description Type Cost Proceeds Gain (Loss) Transactions
- - -------------------------- ---------------- --------------- -------------- -------------- --------------------
FIDELITY:
Puritan Fund Sale 612,616 664,560 51,945 63
Puritan Fund Purchase 1,187,721 69
Ginnie Mae Sale 122,90 128,640 5,732 41
Ginnie Mae Purchase 212,324 55
Magellan Fund Sale 738,687 853,619 114,932 66
Magellan Fund Purchase 1,778,160 77
Asset Manager Fund Sale 386,403 408,135 21,732 50
Asset Manager Fund Purchase 752,349 61
Managed Income Fund Sale 399,670 399,670 0 48
Managed Income Fund Purchase 675,621 64
SMC Common Stock Sale 1,149,565 817,091 (332,475) 51
SMC Common Stock Purchase 2,146,738 57
-16-
STANDARD MICROSYSTEMS CORPORATION
INCENTIVE SAVINGS AND RETIREMENT PLAN
EXHIBIT INDEX
- - --------------------- ------------------------------------------
Exhibit No. Description
- - --------------------- ------------------------------------------
1.....................................Consent of Independent Public Accountants
ARTHUR ANDERSEN LLP
Exhibit 1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation of our
report included in this Form 11-K, into the Company's previously filed
Registration Statements on Forms S-8 (No. 2-78324).
ARTHUR ANDERSEN LLP
May 25, 1996
Washington, D.C.