SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 11-K
(x) ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended December 31, 1996
or
( ) TRANSITION REPORT PURSUANT TO SECTION 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from ________________
Commission file number : 000-23966
BDM INTERNATIONAL, INC. 401(k) SAVINGS PLAN
(Full title of the plan)
BDM International, Inc.
(Name of issuer of the securities held pursuant to the plan)
1501 BDM Way
McLean, VA 22102-3204
Address of issuer's principal executive office
<PAGE>
BDM INTERNATIONAL, INC. 401(k) SAVINGS PLAN
-------------
FINANCIAL STATEMENTS
and supplemental schedules
as of December 31 and December 25, 1996 and December 25, 1995 and
for the years ended December 25, 1996 and 1995
and
REPORT THEREON
--------------
<PAGE>
BDM INTERNATIONAL, INC. 401(k) SAVINGS PLAN
-------------
INDEX OF FINANCIAL STATEMENTS AND SCHEDULES
Report of Independent Accountants 1
Financial Statements:
Statements of Net Assets Available for
Benefits, with Fund Information
as of December 31, 1996 and December
and December 25, 1996 and 1995 2 - 3
Statements of Changes in Net Assets
Available for Benefits, with Fund
Information for the period ended
December 31, 1996 and the years
ended December 25, 1996 and 1995 4 - 6
Notes to Financial Statements 7 - 13
Supplemental Schedules:
Item 27 (a) - Schedule of Assets Held for
Investment Purposes as of
December 31 and December 25, 1996 14
Item 27 (d) - Schedule of Reportable Transactions for
the period ended December 31, 1996 and the year
ended December 25, 1996 15-16
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To The Committee on Employee Benefits
BDM International, Inc.
We have audited the accompanying statements of net assets available for
benefits of the BDM International, Inc. 401(k) Savings Plan (the Plan) as of
December 31 and December 25, 1996 and December 25, 1995, and the related
statements of changes in net assets available for benefits for the years ended
December 25, 1996 and 1995. These financial statements 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 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 and December 25, 1996 and December 25, 1995, and changes
in net assets available for benefits for years ended December 25, 1996 and 1995,
in conformity with generally accepted accounting principles.
Our audits were 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 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
statements of net assets available for benefits and the statements of changes in
net assets available for benefits is presented for purposes of additional
analysis rather than to present the net assets available for plan benefits and
changes in net assets available for plan benefits of each fund. The supplemental
schedules and Fund Information have been subjected to the auditing procedures
applied in the audits 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 whole.
COOPERS & LYBRAND, L.L.P.
Washington, D.C.
June 18, 1997
1
<PAGE>
BDM INTERNATIONAL, INC. 401(k) SAVINGS PLAN
Statement of Net Assets Available for Benefits, with Fund Information
as of December 31 and December 25, 1996
(See Note 1)
<TABLE>
<CAPTION>
Participant Directed
----------------------------------------------------------------------------------
Vanguard Vanguard Invesco
Treasury Short Term Total N&B Columbia Templeton BDM Loans
Money Market Corporate Return Guardian Special Foreign Stock to
Fund Fund Fund Fund Fund Fund Fund Participants Total
------------ ---------- ----------- ----------- ----------- ---------- ----------- ------------ -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Assets:
Investments at
fair value:
Funds $10,188,335 $4,485,187 $14,885,526 $22,560,291 $10,817,170 $1,780,981 $15,477,573 $ - $80,195,063
Loans to
participants - - - - - - - 2,430,223 2,430,223
----------- ---------- ----------- ----------- ----------- ---------- ----------- ------------ -------------
10,188,335 4,485,187 14,885,526 22,560,291 10,817,170 1,780,981 15,477,573 2,430,223 82,625,286
Employer
contributions
receivable 4,664 2,843 8,608 12,534 10,111 2,648 2,524 - 43,932
Employee
contributions
receivable 33,994 20,579 63,878 97,396 79,855 21,521 19,525 - 336,748
----------- ---------- ----------- ----------- ----------- ---------- ----------- ------------ -------------
10,226,993 4,508,609 14,958,012 22,670,221 10,907,136 1,805,150 15,499,622 2,430,223 83,005,966
Liabilities:
Administrative
expenses payable 9,363 4,420 14,808 23,399 10,445 1,965 14,078 - 78,478
----------- ---------- ----------- ----------- ----------- ---------- ---------- ------------ -------------
Net assets available
for benefits $10,217,630 $4,504,189 $14,943,204 $22,646,822 $10,896,691 $1,803,185 $15,485,544 $2,430,223 $82,927,488
=========== ========== =========== =========== =========== ========== =========== ============ =============
</TABLE>
The accompanying notes are an integral part of these financial statements.
2
<PAGE>
BDM INTERNATIONAL, INC. 401(k) SAVINGS PLAN
Statement of Net Assets Available for Benefits, with Fund Information
as of December 25, 1995
<TABLE>
<CAPTION>
Participant Directed
---------------------------------------------------------------------------------
Vanguard Vanguard Invesco
Treasury Short Term Total N&B Columbia Templeton BDM Loans
Money Market Corporate Return Guardian Special Foreign Stock to
Fund Fund Fund Fund Fund Fund Fund Participants Total
----------- ---------- ----------- ----------- ----------- ---------- ----------- ------------ -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Assets:
Investments at
fair value:
Funds $10,295,850 $4,234,502 $11,864,421 $17,522,023 $7,682,940 $523,340 $9,413,366 $ - $61,536,442
Loans to
participants - - - - - - - 2,063,511 2,063,511
----------- ---------- ----------- ----------- ----------- ---------- ----------- ------------ -------------
10,295,850 4,234,502 11,864,421 17,522,023 7,682,940 523,340 9,413,366 2,063,511 63,599,953
Employer
contributions
receivable 6,174 3,317 8,711 12,326 8,217 1,084 476 - 40,305
Employee
contributions
receivable 43,911 23,119 63,074 93,088 62,539 8,596 3,226 - 297,553
----------- ---------- ----------- ----------- ----------- ---------- ----------- ------------ -------------
10,345,935 4,260,938 11,936,206 17,627,437 7,753,696 533,020 9,417,068 2,063,511 63,937,811
Liabilities:
Administrative
expenses payable 9,257 3,898 10,969 16,164 7,272 601 9,373 - 57,534
----------- ---------- ----------- ----------- ----------- ---------- ----------- ------------ -------------
Net assets available
for benefits $10,336,678 $4,257,040 $11,925,237 $17,611,273 $7,746,424 $532,419 $9,407,695 $2,063,511 $63,880,277
=========== ========== =========== =========== =========== =========== ========== ============ ==============
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
<PAGE>
BDM INTERNATIONAL, INC. 401 (k) SAVINGS PLAN
Statement of Changes in Net Assets Available for Benefits, with Fund Information
for the year ended December 25, 1996
(See Note 1)
<TABLE>
<CAPTION>
Participant directed
----------------------------------------------------------------------------------
Vanguard Vanguard Invesco
Treasury Short Term Total N&B Columbia Templeton BDM Loans
Money Market Corporate Return Guardian Special Foreign Stock to
Fund Fund Fund Fund Fund Fund Fund Participants Total
----------- ---------- ----------- ---------- ------------ ----------- ----------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Additions:
Employee
contributions $1,080,368 $588,777 $1,855,572 $2,625,925 $2,151,988 $479,236 $359,263 $ - $9,141,129
Employer
contributions 130,827 75,252 222,026 307,709 238,038 46,919 36,684 - 1,057,455
Net appreciation
(depreciation)in
fair value of
investments - (66,241) 1,119,492 2,766,388 (858,657) 152,000 7,537,330 - 10,650,312
Investment income 508,838 272,493 521,893 523,172 1,954,326 41,523 31,184 152,671 4,006,100
----------- ---------- ----------- ----------- ----------- ----------- ----------- ------------ ------------
Total additions 1,720,033 870,281 3,718,983 6,223,194 3,485,695 719,678 7,964,461 152,671 24,854,996
----------- ---------- ----------- ----------- ----------- ----------- ----------- ------------ ------------
Deductions:
Participant
withdrawals or
loan (borrowings)
repayments 1,167,417 266,181 992,905 1,479,951 798,697 168,090 1,913,423 (214,041) 6,572,623
Administrative
expenses 21,081 10,429 36,292 51,840 26,765 3,708 43,251 - 193,366
----------- ---------- ----------- ----------- ----------- ----------- ----------- ------------ ------------
Total deductions 1,188,498 276,610 1,029,197 1,531,791 825,462 171,798 1,956,674 (214,041) 6,765,989
----------- ---------- ----------- ----------- ----------- ----------- ----------- ------------ ------------
Net assets from
BDM Oklahoma 116,353 26,106 259,607 556,138 - - - - 958,204
Net assets transferred
between funds (766,936) (372,628) 68,574 (211,992) 490,034 722,886 70,062 - -
----------- ---------- ----------- ----------- ----------- ----------- ----------- ------------ ------------
Net increase (decrease) (119,048) 247,149 3,017,967 5,035,549 3,150,267 1,270,766 6,077,849 366,712 19,047,211
Net assets available
for benefits,
beginning of year 10,336,678 4,257,040 11,925,237 17,611,273 7,746,424 532,419 9,407,695 2,063,511 63,880,277
----------- ---------- ----------- ----------- ----------- ----------- ----------- ------------ ------------
Net assets available
for benefits,
end of year $10,217,630 $4,504,189 $14,943,204 $22,646,822 $10,896,691 $1,803,185 $15,485,544 $2,430,223 $82,927,488
=========== ========== =========== =========== =========== =========== =========== ============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
<PAGE>
BDM INTERNATIONAL, INC. 401 (k) SAVINGS PLAN
Statement of Changes in Net Assets Available for Benefits, with Fund Information
for the year ended December 25, 1995
<TABLE>
<CAPTION>
Trustee: Wachovia Bank of N.C. from December 26, 1994 through June 30, 1995
----------------------------------------------------------------------------------
Participant Directed
---------------------------------------------------------------------
Balanced Fixed Diversified Short-term Capital BDM Loans
Management Principal Equity Bond Growth Stock to
Fund Fund Fund Fund Fund Fund Participants
----------- ---------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Additions:
Employee
contributions $988,766 $754,109 $1,118,770 $347,694 $847,592 $ - $ -
Employer
contributions 111,030 63,382 128,707 44,351 90,691 - -
Net appreciation
(depreciation)in
fair value of
investments 1,143,612 (13,252) 2,223,601 126,804 668,107 4,022,940 -
Investment income 171,625 320,571 157,938 104,800 27,452 19 64,889
----------- ---------- ----------- ----------- ----------- ----------- -----------
Total additions 2,415,033 1,124,810 3,629,016 623,649 1,633,842 4,022,959 64,889
----------- ---------- ----------- ----------- ----------- ----------- -----------
Deductions:
Participant
withdrawals or
loan borrowings
(repayments) 386,536 420,756 403,763 108,103 170,675 349,992 53,825
Administrative
expenses 43,641 46,071 59,316 18,325 22,394 - -
----------- ---------- ----------- ----------- ----------- ----------- -----------
Total deductions 430,177 466,827 463,079 126,428 193,069 349,992 53,825
----------- ---------- ----------- ----------- ----------- ----------- -----------
Net assets transferred
between trustees (10,140,987)(10,364,377)(14,816,361)(4,028,175) (5,734,794 (8,939,879) (1,984,662)
Net assets transferred
between funds (754,713) 275,196 409,509 (418,466) 149,694 - 338,781
----------- ---------- ----------- ----------- ----------- ----------- -----------
Net increase(decrease)(8,910,844)(9,431,198)(11,240,915) (3,949,420) (4,144,327) (5,266,912) (1,634,817)
Net assets available
for benefits,
beginning of year 8,910,844 9,431,198 11,240,915 3,949,420 4,144,327 5,266,912 1,634,817
----------- ---------- ----------- ----------- ----------- ----------- -----------
Net assets available
for benefits,
end of year $ - $ - $ - $ - $ - $ - $ -
=========== ========== =========== =========== =========== =========== ===========
</TABLE>
(continued on next page)
The accompanying notes are an integral part of these financial statements.
5
<PAGE>
BDM INTERNATIONAL, INC. 401 (k) SAVINGS PLAN
Statement of Changes in Net Assets Available for Benefits, with Fund Information
for the year ended December 25, 1995
(continued from previous page)
<TABLE>
<CAPTION>
Trustee: The Bank of New York from July 1, 1995 through December 25, 1995
-----------------------------------------------------------------------------------------------
Participant Directed
----------------------------------------------------------------------------------
Vanguard Vanguard Invesco
Treasury Short Term Total N&B Columbia Templeton BDM Loans
Money Market Corporate Return Guardian Special Foreign Stock to
Fund Fund Fund Fund Fund Fund Fund Participants Total
----------- ---------- ----------- ----------- ----------- ----------- ----------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Additions:
Employee
contributions $656,276 $314,500 $907,631 $1,368,001 $863,800 $114,016 $65,970 $ - $ 8,347,125
Employer
contributions 80,841 42,349 111,001 148,195 96,226 9,875 4,743 - 931,391
Net appreciation
(depreciation)in
fair value of - 53,758 973,417 1,163,409 911,645 (3,502) 1,389,231 - 12,659,770
investments
Investment income 281,819 130,297 188,071 123,110 7,423 9,676 4,897 66,707 1,659,294
----------- ---------- ----------- ----------- ----------- ----------- ----------- ------------ ------------
Total additions 1,018,936 540,904 2,180,120 2,802,715 1,879,094 130,065 1,464,841 66,707 23,597,580
----------- ---------- ----------- ----------- ----------- ----------- ----------- ------------ ------------
Deductions:
Participant
withdrawals or
loan borrowings
(repayments) 369,202 85,207 240,213 594,852 207,159 270 528,561 - 3,919,114
Administrative
expenses 32,186 12,908 35,865 53,538 22,663 1,499 28,216 - 376,622
----------- ---------- ----------- ----------- ----------- ----------- ----------- ------------ ------------
Total deductions 401,388 98,115 276,078 648,390 229,822 1,769 556,777 - 4,295,736
----------- ---------- ----------- ----------- ----------- ----------- ----------- ------------ ------------
Net assets transferred
between trustees 10,364,377 4,028,175 10,140,987 14,816,361 5,734,794 - 8,939,879 1,984,662 -
Net assets transferred
between funds (645,247) (213,924) (119,792) 640,587 362,358 404,123 (440,248) 12,142 -
----------- ---------- ----------- ----------- ----------- ----------- ----------- ------------ ------------
Net increase(decrease) 10,336,678 4,257,040 11,925,237 17,611,273 7,746,424 532,419 9,407,695 2,063,511 19,301,844
Net assets available
for benefits,
beginning of year - - - - - - - - 44,578,433
----------- ---------- ----------- ----------- ----------- ----------- ----------- ------------ ------------
Net assets available
for benefits,
end of year $10,336,678 $4,257,040 $11,925,237 $17,611,273 $7,746,424 $ 532,419 $9,407,695 $2,063,511 $63,880,277
=========== ========== =========== =========== =========== =========== =========== ============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
6
<PAGE>
BDM INTERNATIONAL, INC. 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
---------
1. Plan description
The following brief description of the BDM International, Inc. 401(k)
Savings Plan (the Plan) is provided for general information purposes
only. Participants should refer to the Summary Plan Description for
more complete information.
General
-------
The Plan, established on August 26, 1985, is a defined contribution
plan funded by employee and employer contributions and related
earnings. It is subject to the provisions of the Employee Retirement
Income Security Act of 1974 (ERISA).
Effective July 1, 1995, the Plan replaced Wachovia Bank of North
Carolina with The Wyatt Company as the Plan administrator. In addition,
the Bank of New York became the new trustee and the investment of plan
assets was transferred to the Bank of New York effective July 1, 1995.
An amendment to the Plan document became effective on January 1, 1997.
The amendment enables the Company to make discretionary profit sharing
contributions and employer matching contributions to the Plan. In
addition, the plan year was adjusted to coincide with the calendar year
and a short plan year was established covering the period December 26,
1996 through December 31, 1996. Accordingly, these financial statements
also report the Plan as of December 31, 1996. Activity during this
short period is not material to the Plan, and thus, balances as of
December 31, 1996 are unchanged from December 25, 1996. As a result, a
statement of changes in net assets available for benefits for the
period December 26, 1996 through December 31, 1996 has not been
presented.
Eligibility and vesting
-----------------------
Substantially all full-time regular employees of all domestic
subsidiaries of BDM International, Inc. (the Employer) are eligible to
participate in the Plan upon the attainment of their twenty-first
birthday. Participation in the Plan is optional.
7
<PAGE>
BDM INTERNATIONAL, INC. 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
---------
Through June 30, 1995, participating employees could elect to
contribute between two and fifteen percent of their annual salary to
the Plan subject to certain statutory limitations. Effective July 1,
1995, participants may elect to contribute between one and fifteen
percent of their annual salary to the Plan subject to certain statutory
limitations. Participants are immediately vested in their voluntary
contributions plus related earnings. Income, expenses, and gains or
losses (realized and unrealized) on Plan investments are allocated
among participants based upon their respective account balances.
The Employer contributes twenty-five percent of every dollar
contributed by the employee, up to the first 4 percent of the
employee's contribution. Employer contributions vest 100% after
employees complete 3 years of service with the Employer.
Upon termination of service, participants are entitled to receive the
vested balance of their account. Account balances are distributed to
participants in lump sum cash payments. Forfeitures of nonvested
employer contributions are used by the Employer to offset future
contributions.
Loans
-----
A participant may borrow from the vested pre-tax portion (after-tax
contributions were previously allowed pursuant to the Plan) of their
account provided that the principal of the loan is not less than $500
and does not exceed one-half of the balance of their contribution
account up to $50,000. Loans to participants bear interest at a rate
equal to the prime rate of the Wachovia Bank of North Carolina at the
inception of the loan for loans issued through August 1, 1995. Loans
issued after that date bear interest at the prime rate of The Bank of
New York at the inception of the loan. All loans are payable in full
not more than five years from the loan date for a personal loan and 20
years from the loan date for a mortgage loan. Loan repayments are made
in the form of amortizing principal payments which are withheld from
the participants' semi-monthly payroll. Loans to participants are
considered assets of the Plan and are valued at cost which approximates
fair value, since interest rates on outstanding loans are not
materially different from current market rates.
8
<PAGE>
BDM INTERNATIONAL, INC. 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
-----------
Plan termination
----------------
BDM International, Inc. expects to continue the Plan indefinitely, but
reserves the right to terminate the Plan at any time. Upon termination,
all vested amounts credited to each participant's account will be
distributed in cash, in nontransferable annuity contracts, or any
combination thereof.
2. Summary of accounting policies
Basis of accounting
-------------------
The financial statements have been prepared on the accrual basis of
accounting in accordance with generally accepted accounting principles.
Investments
-----------
Beginning on June 30, 1995, the assets of the Plan have been deposited
with the Bank of New York (the Trustee) where they are accumulated and
invested on behalf of the Plan at the discretion of the employee. Prior
to that date, Wachovia Bank of North Carolina acted as the Trustee.
Investments are carried at fair value. Fair values for debt and equity
securities are based on quoted market prices. In the absence of
published values, fair values are determined by the Trustee.
Vanguard Treasury Money Market Fund. This fund invests only in U.S.
government obligations, primarily Treasury bills, and other short-term
securities backed by the U.S. government.
Vanguard Short-Term Corporate Fund. This bond fund invests in
short-term maturity (three-year average) investment grade bonds.
INVESCO Total Return Fund. This fund invests in a combination of stocks
and fixed income securities, generally with a 60% to 40% split,
respectively.
Neuberger and Berman Guardian Trust Fund. This growth and income fund
invests primarily in the common stock of well established, dividend
paying companies.
9
<PAGE>
BDM INTERNATIONAL, INC. 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
-----------
Columbia Special Fund. This fund invests primarily in small companies
whose growth may be more aggressive than the market as a whole. In some
cases, the fund may invest in special situations, such as new issues or
companies that may benefit from a particular product development or
merger.
Templeton Foreign Fund. This fund invests almost entirely in debt and
equity securities of international companies and governments. Almost
half of its holdings are in Europe; other regions include Australia and
the Pacific Rim.
The BDM Stock Fund. This fund consists of common stock of the Employer
as well as highly liquid short-term investments funds used to effect
transactions. Until June 29, 1995, there was no public market for this
common stock; its fair value was determined on an annual basis by an
independent valuation consulting firm. On June 28, 1995, the Employer
completed a public offering of its common stock, and on June 29, 1995
its stock began trading on the National Association of Securities
Dealers Quotation System (NASDAQ) under the ticker symbol BDMI. The
fair value is now determined on a unit basis, based on the fair value
of the stock, measured by quoted market prices, and other assets held.
Balanced Management Fund. This fund invested approximately 50% in
common stocks, 40% in fixed income investments, and 10% in money market
investments.
Fixed Principal Fund. This fund invested in certificates of deposit and
guaranteed investment contracts (GICs) of insurance companies.
Diversified Equity Fund. This fund invested in common stocks of larger,
well-known companies.
Short Term Bond Fund. This fund invested in high quality fixed income
securities which included U.S. Treasury and federal agency obligations,
corporate bonds and notes, mortgage pools, GICs, certificates of
deposit, and money market instruments.
Capital Growth Fund. This fund invested in common stocks of smaller
companies believed to be undervalued relative to the company's
replacement value or its potential value due to unique circumstances.
10
<PAGE>
BDM INTERNATIONAL, INC. 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
----------
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. Securities
transactions are accounted for on a trade-date basis. Any gain or loss
on the sale of securities is based on the average cost of investments.
The cost and fair value of each investment fund as of December 31 and
December 25, 1996 were as follows:
December 31 and
December 25, 1996
-----------------
Investment Cost Fair Value
---------- ---- ----------
Vanguard Treasury Money Market Fund $10,188,335 $10,188,335
Vanguard Short Term Corporate Fund 4,494,970 4,485,187
Invesco Total Return Fund 13,069,935 14,885,526
N&B Guardian Fund 19,129,811 22,560,291
Columbia Special Fund 11,787,884 10,817,170
Templeton Foreign Fund 1,690,118 1,780,981
BDM Stock Fund 8,945,989 15,477,573
Loans to participants 2,430,223 2,430,223
--------- ---------
$71,737,265 $82,625,286
=========== ==========
The cost and fair value of each investment fund as of December 25, 1995
were as follows:
December 25, 1995
-----------------
Investment Cost Fair Value
---------- ---- ----------
Vanguard Treasury Money Market Fund $10,295,850 $10,295,850
Vanguard Short Term Corporate Fund 4,181,985 4,234,502
Invesco Total Return Fund 10,991,160 11,864,421
N&B Guardian Fund 16,603,778 17,522,023
Columbia Special Fund 7,662,042 7,682,940
Templeton Foreign Fund 540,609 523,340
BDM Stock Fund 8,232,677 9,413,366
Loans to participants 2,063,511 2,063,511
--------- ---------
$60,571,612 $63,599,953
=========== ===========
11
<PAGE>
BDM INTERNATIONAL, INC. 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
-----------
Participant withdrawals
-----------------------
Employees who have reached the age of retirement or who have terminated
employment with the Employer may elect to withdraw the entire amount of
their vested participant account. Withdrawals by participants are
recorded upon distribution.
Federal income tax
------------------
The Internal Revenue Service has determined and informed the Company by
a letter dated July 3, 1996, that the Plan, including all amendments,
is designed in accordance with applicable sections of the Internal
Revenue Code. Management believes that amendments adopted since receipt
of the determination letter do not effect the tax status of the plan.
Accordingly, the Plan is exempt from income taxes.
Plan expenses
-------------
Administrative expenses are paid by the Plan and are allocated to
participants' accounts based on their respective account balance. The
Employer provides certain administrative support to the Plan at no
cost.
Concentration of credit risk
----------------------------
Financial instruments which potentially subject the Plan to
concentrations of credit risk consist primarily of investments. The
Plan has no formal policy requiring collateral to mitigate the
financial instruments subject to credit risk.
Estimates
---------
The preparation of financial statements requires management and the
Trustee to make estimates and assumptions that affect the reported
amounts of net assets and changes in net assets. Actual results could
differ from these estimates.
12
<PAGE>
BDM INTERNATIONAL, INC. 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
---------
3. Summary of financial data certified by the Trustees
Under the terms of the Plan Agreement between the Trustees and the
Employer, the Trustee manages investments on behalf of the Plan. The
Trustees have certified the investment balances as of December 25, 1996
and 1995, the realized and unrealized gains and losses and investment
income for the years then ended and information provided in the
supplemental schedules as complete and accurate.
4. Reconciliation of financial statements to Form 5500
The following is a reconciliation of benefits paid to participants per
the financial statements to the Form 5500 for the years ended December
25:
<TABLE>
<CAPTION>
1996 1995
---- ----
<S> <C> <C>
Benefits paid to participants per the
financial statements $6,572,623 $3,919,114
Add: amounts allocated to withdrawing
participants, end of the year - -
Less: amounts allocated to withdrawing
participants, beginning of the year - (135,677)
--------- ----------
Benefits paid to participants per the Form 5500 $6,572,623 $3,783,437
========== ==========
</TABLE>
Amounts allocated to withdrawing participants are recorded on the Form
5500 for benefit claims that have been processed and approved for
payment prior to December 25 but not yet paid as of that date.
13
<PAGE>
BDM INTERNATIONAL, INC. 401(k) SAVINGS PLAN
ITEM 27(a) - SCHEDULE OF ASSETS HELD
FOR INVESTMENT PURPOSES
as of December 31 and December 25, 1996
----------
<TABLE>
<CAPTION>
Identity of Issuer, Borrower, Description of Historical
Lessor or Similar Party Investment Cost Market Value
----------------------- ---------- ---- ------------
<S> <C> <C> <C>
Vanguard Treasury Money Market Fund 10,188,335 units $10,188,335 $10,188,335
Vanguard Short-Term Corporate Fund 419,635 units $4,494,970 $4,485,187
Invesco Total Return Fund 615,785 units $13,069,935 $14,885,526
Neuberger & Berman Guardian Fund 1,434,508 units $19,129,811 $22,560,291
Columbia Special Fund 554,029 units $11,787,884 $10,817,170
Templeton Foreign Fund 174,259 units $1,690,118 $1,780,981
BDM Stock Fund
- --------------
BDM International, Inc.
Common Stock 273,400 Shares $8,399,869 $14,931,453
Collective Short Term Investment Fund 546,120 Units 546,120 546,120
------- -------
Total BDM Stock Fund $8,945,989 $15,477,573
Loans to Participants Fully amortizing loans
bearing interest ranging
from 6% to 11.5% and
maturing at various dates
through 2016 $2,430,223 $2,430,223
---------- ----------
Total Assets Held
for Investment Purposes $71,737,265 $82,625,286
=========== ===========
</TABLE>
See Report of Independent Accountants.
14
<PAGE>
BDM International, Inc. 401(k) SAVINGS PLAN
Item 27(d) SCHEDULE OF REPORTABLE TRANSACTIONS
for the year ended December 25, 1996
Plan assets at December 26, 1995 - $63,880,277 5% - - $3,194,014
<TABLE>
<CAPTION>
Number of Net
Transactions Purchase Selling Historical Net Realized
Identity of Party Involved Purchases Sales Price Price Cost Gain (Loss)
- -------------------------- --------- ----- ----- ----- ---- -----------
<S> <C> <C> <C> <C> <C> <C>
I. Single transactions in
excess of 5%: None.
II. Series of transactions
with respect to any
plan asset other than
securities in excess of
5%: None.
III. Series of transactions
with respect to
securities of the
same issue in
excess of 5%:
Vanguard Short Term 138 --- 6,921,527 --- --- ---
Corporate Fund --- 91 --- 7,063,3332 7,063,332 ---
Invesco Total Return 126 --- 3,748,592 --- --- ---
Fund --- 118 --- 1,834,739 1,771,627 63,112
Neuberger & Berman 116 --- 5,116,129 --- --- ---
Guardian Fund --- 130 --- 2,752,023 2,613,614 138,409
Columbia Special Fund 139 --- 5,825,762 --- --- ---
--- 97 --- 1,735,257 1,605,451 129,806
BDM Stock Fund 13 --- 3,570,694 --- --- ---
--- 29 --- 5,082,244 3,257,194 1,825,050
</TABLE>
See Report of Independent Accountants.
15
<PAGE>
BDM International, Inc. 401(k) SAVINGS PLAN
Item 27(d) SCHEDULE OF REPORTABLE TRANSACTIONS
for the year ended December 25, 1996
Plan assets at December 26, 1996 - $63,880,277 5% - - $3,194,014
<TABLE>
<CAPTION>
Number of Net
Transactions Purchase Selling Historical Net Realized
Identity of Party Involved Purchases Sales Price Price Cost Gain (Loss)
- -------------------------- --------- ----- ----- ----- ---- -----------
<S> <C>
IV. Any transaction with
respect to
securities with
a person if any
prior or subsequent
transaction with
such person
exceeded 5%: None.
</TABLE>
See Report of Independent Accountants.
16
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the plan) have duly caused this annual
report to be signed on its behalf by the undersigned hereunto duly authorized.
BDM International, Inc. 401(k) Savings Plan
By: Committee on Employee Benefits
PHILIP A. ODEEN /s/
------------------------------------------
Philip A. Odeen, Chairman
