<PAGE>
Tracor, Inc. 401(k) Savings Plan
AUDITED FINANCIAL STATEMENTS AND
SUPPLEMENTAL SCHEDULES
December 31, 1997
<PAGE>
Tracor, Inc. 401(k) Savings Plan
AUDITED FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
December 31, 1997
Audited Financial Statements
Report of Independent Auditors .................................... 1
Statements of Assets Available for Benefits ....................... 2
Statement of Changes in Assets Available for Benefits ............. 3
Notes to Financial Statements ..................................... 5
Supplemental Schedules
Schedule of Assets Held for Investment Purposes .................. 11
Schedule of Reportable Transactions .............................. 13
Nonexempt Party-in-Interest Transactions ......................... *
Obligations in Default ........................................... *
Leases in Default ................................................ *
* The Plan's activities for the year ended December 31, 1997, did not
include any such transactions under definitions in the Department of
Labor regulations, and, accordingly, these schedules are not presented.
<PAGE> 1
Report of Independent Auditors
401(k) Savings Plan Committee
Tracor, Inc.
Austin, Texas
We have audited the accompanying statements of assets available for benefits of
the Tracor, Inc. 401(k) Savings Plan (the "Plan") as of December 31,
1997 and 1996, and the related statements of changes in assets available for
benefits for the year ended December 31, 1997. These financial statements and
the supplemental schedules are the responsibility of the Plan's management. 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
audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the assets available for benefits of the Plan at December
31, 1997 and 1996, and the changes in its assets available for benefits for the
year ended December 31, 1997, in conformity with generally accepted accounting
principles.
Our audits were performed for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying supplemental schedules of assets
held for investment purposes as of December 31, 1997, and reportable
transactions for the year then ended, are presented for purposes of complying
with the Department of Labor's Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of 1974, and are
not a required part of the financial statements. The supplemental schedules
have been subjected to the auditing procedures applied in our audits of the
financial statements and, in our opinion, are fairly stated in all material
respects in relation to the financial statements taken as a whole.
/S/ Ernst & Young LLP
Austin, Texas
June 19, 1998
<PAGE> 2
Tracor, Inc. 401(k) Savings Plan
STATEMENTS OF ASSETS AVAILABLE FOR BENEFITS
December 31, 1997 and 1996
1997 1996
------------ ------------
ASSETS
Cash and cash equivalents $ 658,813 $ 124,185
Norwest funds:
Income Fund 72,185,710 53,750,784
Growth Equity Fund 83,233,030 78,541,786
Small Cap Opportunities Fund 10,485,291 1,986,637
Vanguard funds:
Wellington Fund 70,237,052 42,529,078
Institutional Index Fund 68,707,134 15,435,125
Windsor II 17,603,096 --
International Growth Fund 6,556,044 2,440,065
T. Rowe Price Spectrum Income Fund 31,733,251 27,316,690
Fidelity Contrafund 39,205,419 4,612,040
Tracor Stock Fund 7,073,548 2,345,278
General Dynamics Stock Fund 3,990,934 --
------------ ------------
411,669,322 229,081,668
Loans receivable from participants 13,481,267 7,610,485
Contributions receivable 855,364 --
Interest income receivable 4,137,930 100,054
------------ ------------
Total assets available for benefits $430,143,883 $236,792,207
============ ============
See notes to financial statements.
<PAGE> 3
Tracor, Inc. 401(k) Savings Plan
STATEMENT OF CHANGES IN ASSETS AVAILABLE FOR BENEFITS
Year Ended December 31, 1997
<TABLE>
<PAGE>
<CAPTION>
Small
Cap Institu-
Growth Opportun- tional
Income Equity ities Wellington Index
Total Fund Fund Fund Fund Fund
------------ ----------- ----------- ----------- ----------- -----------
<S><C> <C> <C> <C> <C> <C> <C>
ADDITIONS
Employer contributions,
net of forfeitures $ 7,263,158 $ 1,606,861 $ 1,290,093 $ 132,600 $ 1,053,893 $ 1,313,061
Employee contributions 34,834,904 8,989,801 6,379,184 833,019 5,219,180 5,142,417
Interest and dividend
income 7,368,453 409,067 91,694 1,352 2,519,620 833,463
Net realized and
unrealized gain on
investments 57,812,037 4,317,277 14,752,819 1,377,684 11,266,757 14,792,756
Contributions receivable,
net change 855,364 -- -- -- -- --
Interest income
receivable, net change 1,037,876 -- -- -- -- --
------------ ----------- ----------- ----------- ----------- -----------
Total additions 112,171,792 15,323,006 22,513,790 2,344,655 20,059,450 22,081,697
DEDUCTIONS
Distributions to
participants 33,097,403 10,481,832 7,136,303 447,432 5,215,284 3,205,780
Administrative expenses 63,032 30,650 5,399 219 11,253 4,586
------------ ----------- ----------- ----------- ----------- -----------
Total deductions 33,160,435 10,512,482 7,141,702 447,651 5,226,537 3,210,366
Net borrowings by
participants -- (339,913) (552,964) (51,304) (340,180) (352,168)
Net transfers into
(out of) fund -- (6,043,416) (11,534,091) 5,780,597 (2,900,263) 6,278,517
Transfer of funds due
to plan merger 114,340,319 19,792,161 1,265,648 801,940 16,397,766 28,695,995
------------ ----------- ----------- ----------- ----------- -----------
Net increase in fund 193,351,676 18,219,356 4,550,681 8,428,237 27,990,236 53,493,675
Net assets available
for benefits
at beginning of year 236,792,207 53,953,518 78,650,199 1,961,649 42,311,732 15,258,600
------------ ----------- ----------- ----------- ----------- -----------
Net assets available
for benefits
at end of year $430,143,883 $72,172,874 $83,200,880 $10,389,886 $70,301,968 $68,752,275
============ =========== =========== =========== =========== ===========
See notes to financial statements
</TABLE>
<PAGE>
STATEMENT OF CHANGES IN ASSETS AVAILABLE FOR BENEFITS (continued)
<TABLE>
<CAPTION>
Inter- Loans
national Spectrum Tracor General Receivable
Growth Income Stock Dynamics from Parti-
Windsor II Fund Fund Contrafund Fund Stock Fund cipant Other
----------- ---------- ----------- ----------- ---------- ---------- ----------- ----------
<S><C> <C> <C> <C> <C> <C> <C> <C>
$ (14,787) $ 90,664 $ 513,717 $ 1,170,133 $ 106,923 $ -- $ -- $ --
200,130 843,160 2,512,967 4,147,630 567,416 -- -- --
339,221 82,696 1,919,434 37,671 21,284 88,905 1,024,046 --
2,836,513 93,340 1,608,094 4,379,839 1,599,481 787,477 -- --
-- -- -- -- -- -- -- 855,364
-- -- -- -- -- -- -- 4,037,876
----------- ---------- ----------- ----------- ---------- ---------- ----------- ----------
3,361,077 1,109,860 6,554,212 9,735,273 2,295,104 876,382 1,024,046 4,893,240
328,374 355,070 2,345,844 2,356,417 337,913 244,590 642,564 --
369 90 9,247 1,049 170 -- -- --
----------- ---------- ----------- ----------- ---------- ---------- ----------- ----------
328,743 355,160 2,355,091 2,357,466 338,083 244,590 642,564 --
(235,940) (56,520) (102,774) 123,989 (68,312) -- 1,976,086 --
4,814,597 1,350,027 (2,460,266) 2,033,914 2,939,409 (259,025) -- --
10,070,411 2,160,907 2,794,009 25,094,381 -- 3,753,887 3,513,214 --
----------- ---------- ----------- ----------- ---------- ---------- ----------- ----------
17,681,402 4,209,114 4,430,090 34,630,091 4,828,118 4,126,654 5,870,782 4,893,240
-- 2,432,052 27,336,498 4,703,512 2,473,908 -- 7,610,485 100,054
----------- ---------- ----------- ----------- ---------- ---------- ----------- ----------
$17,681,402 $6,641,166 $31,766,588 $39,333,603 $7,302,026 $4,126,654 $13,481,267 $4,993,294
=========== ========== =========== =========== ========== ========== =========== ==========
/TABLE
<PAGE>
<PAGE> 5
Tracor, Inc. 401(k) Savings Plan
NOTES TO FINANCIAL STATEMENTS
December 31, 1997
Note A -- Description of the Plan
The following description of the Tracor, Inc. 401(k) Savings Plan (Plan)
provides general information only. Reference should be made to the Summary Plan
Description or the Plan document for more complete information.
Plan Sponsor
The Plan has been adopted by Tracor, Inc. (Plan Sponsor) and certain of its
domestic subsidiaries (Participating Employers). The Plan is a contributory
defined contribution plan, optional to all eligible employees. The Plan is
administered by the trustee, Norwest Bank, under the direction of employees of
the Plan Sponsor and Participating Employers (the Committee) who may also be
Plan participants. The Plan is subject to the provisions of the Employee
Retirement Income Security Act of 1974 (ERISA).
Plan Amendments
Effective January 1, 1997, the QSI Profit Sharing/401(k) Plan, the GDE Systems,
Inc. Partners in Retirement Savings Plan, and the Cordant, Inc. Retirement
Savings Plan were merged into the Plan. Effective July 1, 1997, the Aerial
Data Reduction Associates, Inc. (ADR) 401(k) Profit Sharing Plan and Trust was
merged into the Plan. Assets totaling approximately $114.3 million were
transferred from each plan's trustee to Norwest Bank.
Participants
Substantially all employees of the Plan Sponsor and Participating Employers are
eligible to participate in the Plan upon their date of hire. Enrollment in the
Plan is generally the first day of any month.
Contributions
Participants may elect to contribute from 1% to 20% of their compensation, as
defined by the Plan, limited to $9,500 for 1997. Highly compensated
participants, as defined by the Internal Revenue Service (IRS), may be subject
to more restrictive maximum limits. Participant contributions in excess of
maximum limits allowed by the IRS are refunded to the participant. Excess
contributions distributed in 1997 totaled approximately $528,000 and are
presented as a reduction to employee contributions. Participants are
immediately vested in their contributions, as well as Plan earnings.
Participant contributions and Plan earnings are not taxable to the participants
as income until they are withdrawn from the Plan.
The Plan Sponsor and Participating Employers contribute to participant accounts
as follows:
Aerospace Electronic Systems, Inc. (AES) 75% of the first 3% and 50% of the
next 3% of the participant's
contributions and discretionary
profit sharing contributions
Tracor Services Corporation Up to 50% of the participant's
contributions, limited to 5% of
participant's base salary or a
profit sharing contribution
Tracor Technical Services, Inc. 4% of the participant's base salary
GDE Systems, Inc. 50% of the participant's
contributions, limited to 10% of
the first $25,000 of participant's
salary plus 6% of participant's
salary above $25,000
Quality Systems, Inc. 50% of the participant's
contributions, limited to 6% of
participant's base salary
Enterprise Solutions 50% of the participant's
(formerly Cordant Holdings, Inc.) contributions, limited to 6% of
participant's base salary and
discretionary profit sharing
contributions
ADR 50% of the participant's
contributions, limited to 4% of
participant's base salary
All other Participating Employers 25% of the participant's
contributions, limited to 6% of
participant's base salary
Vesting for Plan Sponsor and Participating Employer matching contributions
occurs over two to four years for Vitro Corporation and Tracor Services
Corporation participants. Employees of AES who enroll as participants after
September 30, 1996, vest immediately in company matching contributions and vest
100% in profit sharing contributions after completing five years of service.
Participants employed by GDE Systems, Inc., Quality Systems, Inc., ADR and
Enterprise Solutions vest upon completion of five years credited service.
Vesting for all other participants occurs immediately. Plan Sponsor and
Participating Employer contributions for 1997 are shown net of forfeitures
totaling $290,000.
Investment Options
Contributions made by the participants and by the Plan Sponsor or a
Participating Employer may be directed by the participant to any of the eleven
investment options:
Income Fund -- Invests in the Norwest Stable Return Fund, which invests in
fixed income securities, insurance pooled accounts, and individual
guaranteed investment contracts (GICs).
Norwest Growth Equity Fund -- Invests in large company growth stocks, small
company stocks and international stocks.
Norwest Small Cap Opportunities Fund -- Invests all assets in the Schroder
U.S. Smaller Companies Portfolio, a series of Schroder Capital Funds,
itself a registered open-end management investment company.
Vanguard Wellington Fund -- Invests 60-70% of assets in equity securities
and 30-40% in fixed income securities.
Vanguard Institutional Index Fund -- Invests in equity securities of
companies in the Standard & Poor's 500 Composite Stock Price Index. The
fund holds all of the 500 underlying securities in proportion to their
weighting in the Index.
Vanguard Windsor II Invests primarily in common stocks of companies that
are undervalued or out-of-favor.
Vanguard International Growth Fund -- Invests in stocks of companies based
outside the United States that have above-average growth potential. 60-70%
of the fund is invested in small- to medium-sized companies, and the
remainder is invested in liquid, large capitalization stocks.
T. Rowe Price Spectrum Income Fund -- Invests primarily in domestic bond
funds and in a foreign bond fund. Up to 25% of fund assets may be
allocated to a stock fund.
Fidelity Contrafund -- Invests in equity securities of companies that are
undervalued or out-of-favor.
Tracor Stock Fund -- Invests in Tracor, Inc. common stock.
General Dynamics Stock Fund Invests in General Dynamics, Inc. common
stock.
Distributions
Participants are entitled to receive a distribution of their accounts upon
reaching age 59-1/2, termination of employment, disability, death, or in the
event of a financial hardship. Distributions may be made in a lump-sum or in
periodic installments and are taxable to the participant when received.
Distributions prior to age 59-1/2 may subject the participant to a 10% federal
tax penalty.
Participants may borrow from their Plan account in accordance with provisions of
the Plan.
Termination
Although it has not expressed any intent to do so, the Plan Sponsor has the
right under the Plan to discontinue its contributions at any time and to
terminate the Plan subject to the provisions of ERISA. In the event of Plan
termination, participants will become 100% vested in their accounts.
Administrative Costs
Administrative costs of the Plan of approximately $130,000 were paid by the Plan
Sponsor and Participating Employers in 1997.
Note B -- Significant Accounting Policies
Investments
All pooled account, collective fund, and common stock investments are valued at
the net asset value quoted in an active market as of the last business day of
the year. The insurance investment contracts are recorded at contract value,
which represents cost plus accrued income, and loans receivable from
participants are valued at cost which approximates fair value.
Distributions
Distributions to participants are recorded by the Plan when actual payments are
made.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires Plan management to make estimates and assumptions
that affect the reported amounts of assets and liabilities. Actual results could
differ from those estimates.
Note C -- Federal Income Taxes
The Plan obtained its latest determination letter, dated October 8, 1996, in
which the Internal Revenue Service stated that the Plan, as then designed, was
in compliance with the applicable requirements of the Internal Revenue Code.
The Plan has been amended since filing for the determination letter. However,
the plan administrator believes the Plan is currently designed and being
operated in compliance with the applicable requirements of the Internal Revenue
Code, and that the Plan was qualified and the related trust was tax-exempt as of
the financial statement date.
Note D -- Investments
The Plan's investments are held by a trust fund and are presented in the
following table. Investments that represent 5 percent or more of the Plan's
assets are separately identified.
December 31,
-----------------------------
1997 1996
------------ ------------
Investments at fair value as determined
by quoted market price:
Norwest Stable Return Fund $ 45,844,859 $ 24,330,752
Norwest Growth Equity Fund 83,233,030 78,541,786
Vanguard Wellington Fund 70,237,052 42,529,078
Vanguard Institutional Index Fund 68,707,134 15,435,125
T. Rowe Price Spectrum Income Fund 31,733,251 27,316,690
Fidelity Contrafund 39,205,419 --
Other 46,367,726 11,508,205
------------ ------------
385,328,471 199,661,636
Investments at cost (estimated fair value):
Participant loans 13,481,267 7,610,485
Investments at contract value:
Bankers Trust Pyramid GIC Fund 20,373,504 19,216,476
Guaranteed investment contracts 5,967,347 10,203,556
------------ ------------
$425,150,589 $236,692,153
============ ============
At December 31, 1997 and 1996, the Plan's assets include four and five
guaranteed investment contracts (GICs), respectively. Interest crediting rates
on the GICs are determined at the time of purchase except for the Bankers Trust
Pyramid GIC Fund, a pooled account with no stated interest rate. At December
31, 1997 and 1996, the interest crediting rates on the other GICs ranged from
8.46% to 8.75%. The average yield approximates the interest crediting rates
because there has been no change in the interest crediting rates. The average
yield on the Bankers Trust Pyramid GIC Fund for 1997 and 1996 was 6.04% and
5.85%, respectively.
The fair value of investments in GICs was estimated by discounting the expected
future cash flows using contractual maturities and current market rates. The
estimated fair value of guaranteed investment contracts held at December 31,
1997, is as follows:
Carrying Estimated
Guaranteed Investment Contract Amount Fair Value
- ------------------------------------ ----------- -----------
Bankers Trust Pyramid GIC Fund $20,373,504 $20,373,504
Canada Life Assurance GAC 3,002,266 3,040,101
Commonwealth Life Insurance Company 2,607,275 2,633,060
Security Life of Denver GIC 357,806 354,754
Amounts invested in the GICs are subject to certain restrictions and penalties
if the contracts are terminated or if assets are withdrawn for reasons other
than for participant retirement or termination benefits, transfers to other
investment funds, or loan withdrawals.
Note E -- Year 2000 Issue (Unaudited)
The Plan Sponsor has developed a plan to modify its internal information
technology to be ready for the year 2000 and has begun converting critical data
processing systems. The project also includes determining whether third party
service providers have reasonable plans in place to become year 2000 compliant.
The Plan Sponsor currently expects the project to be substantially complete by
early 1999. The Plan Sponsor does not expect this project to have a significant
effect on plan operations.
Note F -- Subsequent Event
Subsequent to year end, the Plan Sponsor was acquired by General Electric
Corporation, p.l.c. of the United Kingdom. As of the report date, no decision
has been made to change, merge or terminate the Plan.
<PAGE>
SUPPLEMENTAL SCHEDULES
<PAGE> 11
Tracor, Inc. 401(k) Savings Plan
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
December 31, 1997
<TABLE>
<CAPTION>
Current
Identity of Issue Description of Investment Cost Value
------------------ --------------------------- ------------ ------------
<S><C> <C> <C> <C>
* Norwest Bank Cash and cash equivalents $ 658,813 $ 658,813
Mutual funds:
* Norwest Stable 1,825,834 shares, mutual
Return Fund fund, share value $25.11 43,628,851 45,844,859
* Norwest Growth 2,594,546 shares, mutual
Equity Fund fund, share value $32.08 68,404,911 83,233,030
* Norwest Small Cap 468,512 shares, mutual
Opportunities Fund fund, share value $22.38 9,553,453 10,485,291
Vanguard Wellington 2,384,959 shares, mutual
Fund fund, share value $29.45 62,365,567 70,237,052
Vanguard Institutional 767,163 shares, mutual
Index Fund fund, share value $89.56 55,474,915 68,707,134
Vanguard/Windsor II 615,063 shares, mutual
fund, share value $28.62 14,382,856 17,603,096
Vanguard International 400,003 shares, mutual
Growth Fund fund, share value $16.39 6,668,322 6,556,044
T. Rowe Price Spectrum 2,721,548 shares, mutual
Income Fund fund, share value $11.66 30,475,670 31,733,251
Fidelity Contrafund 840,777 shares, mutual
fund, share value $46.63 35,927,376 39,205,419
------------ ------------
Total mutual funds 326,881,921 373,605,176
Common stock:
* Tracor, Inc. 232,874 shares, common
stock, share value $30.38 5,306,237 7,073,548
General Dynamics, Inc. 46,005 shares, common
stock, share value $86.75 1,185,824 3,990,934
------------ ------------
Total common stock 6,492,061 11,064,482
Guaranteed investment
contracts:
Bankers Trust Pyramid GIC, pooled account,
GIC Fund matures 4/1/99 20,373,504 20,373,504
Canada Life Assurance GAC, 8.75%, matures 1/15/98 3,002,266 3,002,266
Commonwealth Life Ins. Co. GIC, 8.46%, matures 4/30/98 2,607,275 2,607,275
Security Life of Denver GIC, 8.73%, matures 4/30/01 357,806 357,806
------------ ------------
Total guaranteed
investment contracts 26,340,851 26,340,851
* Participant loans Various maturities and
interest rates: 7 to 11.5% -- 13,481,267
------------ ------------
Total assets held for investment $360,373,646 $425,150,589
============ ============
* Indicates party-in-interest to the Plan
</TABLE>
<PAGE> 13
SCHEDULE OF REPORTABLE TRANSACTIONS<PAGE>
<TABLE>
<CAPTION>
Current
Value
of Asset on
* Identity of Purchase Selling Cost of Transaction Net
Party Involved Description of Asset Price Price Asset Date Gain
----------------------- --------------------------- ----------- ----------- ----------- ----------- ----------
<S><C> <C> <C> <C> <C> <C> <C>
Category (i)
Fidelity Investments -
Contrafund $25,094,381 $25,094,381 $25,094,381
The Vanguard Group -
Institutional Index 18,853,531 18,853,531 18,853,531
Category (iii)
Norwest Bank -
Stable Return Fund 40,468,243 40,468,243 40,468,243
Norwest Bank -
Stable Return Fund $21,421,434 20,709,014 21,421,434 $ 712,420
Norwest Bank -
Growth Equity Fund 17,066,263 17,066,263 17,066,263
Norwest Bank -
Growth Equity Fund 18,826,125 14,553,991 18,826,125 4,272,134
Norwest Bank -
Small Cap Opportunities Fund 9,709,104 9,709,104 9,709,104
Norwest Bank -
Small Cap Opportunities Fund 2,330,822 2,076,131 2,330,822 254,691
Norwest Bank -
Short Term Investment Fund 15,841,243 15,841,243 15,841,243
Norwest Bank -
Short Term Investment Fund 15,532,793 15,532,793 15,532,793
The Vanguard Group -
Institutional Index Fund 40,375,223 40,375,223 40,375,223
The Vanguard Group -
Institutional Index Fund 8,091,394 6,753,697 8,091,394 1,337,697
The Vanguard Group -
Wellington Fund 23,966,105 23,966,105 23,966,105
The Vanguard Group -
Wellington Fund 10,367,797 9,132,598 10,367,797 1,235,199
T. Rowe Price -
Spectrum Income Fund 9,725,795 9,725,795 9,725,795
T. Rowe Price -
Spectrum Income Fund 6,531,100 6,361,875 6,531,100 169,225
Fidelity Investments -
Contrafund 36,052,570 36,052,570 36,052,570
Fidelity Investments -
Contrafund 5,056,666 4,596,041 5,056,666 460,625
Dreyfus Trust Company -
Capital Preservation Fund 412,997 412,997 412,997
Dreyfus Trust Company -
Capital Preservation Fund 14,520,654 14,520,654 14,520,654
There were no Category (ii) or (iv) reportable transactions during the year ended December 31, 1997.
* All transactions on market.
</TABLE>
<PAGE>
TRACOR, INC. 401(k) SAVINGS PLAN
SIGNATURES
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 report to be signed on its behalf by the undersigned thereunto duly
authorized.
Tracor, Inc. 401(k) Savings Plan
Date: June 26, 1998 By: /s/ Peter Price
------------------------------
Peter Price
Treasurer
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statements
(No. 33-55624, No. 33-93186, No. 33-96474, No. 333-17409, No. 333-27061, and
No. 333-30363, all on Form S-8) pertaining to various benefit plans sponsored
by Tracor, Inc. of our report dated June 19, 1998, with respect to the financial
statements and schedules of the Tracor, Inc. 401(k) Savings Plan included in
this Annual Report (Form 11-K) for the year ended December 31, 1997.
/S/ Ernst & Young LLP
Austin, Texas
June 26, 1998
