Item 1. Business
Brown-Benchmark Properties Limited Partnership (the "Partnership") is a Delaware limited partnership formed on June 1, 1987. The Partnership was formed to develop and operate three residential multifamily communities ("Properties") in Ohio. See Item 2, Properties, herein. The offering proceeds raised from the sale of the Assignee Units (the "Units") and moderate leverage enabled the Partnership to acquire the land and develop the three Properties. Construction was completed at all three Properties by September of 1989.
The Partnership's objectives are to (i) preserve and protect Unitholders' capital; (ii) obtain capital appreciation through increases in the value of the Properties; and (iii) provide quarterly cash distributions to Unitholders, a portion of which may be sheltered from taxation, from income generated by the Properties's rental income.
The General Partners of the Partnership are Brown-Benchmark AGP, Inc., a Maryland corporation (the "Administrative General Partner"), and Benchmark Equities, Inc., an Ohio corporation (the "Development General Partner").
Pursuant to the Registration Statement, a minimum of 320,000 Units and a maximum of 500,000 Units were registered under the Securities and Exchange Act of 1933, as amended. On February 19, 1988, the minimum offering of $8,000,000 was subscribed and investors holding 320,000 Units were recognized on the books of the Partnership, and on March 23, 1988, the Partnership completed the maximum offering of $12,500,000 with the recognition on the books of the Partnership of investors purchasing the remaining 180,000 Units.
Each of the Partnership's three Properties was constructed by an affiliate of the Development General Partner under the terms of a guaranteed fixed-price development agreement. The Partnership's investment in real estate at December 31, 1998 was $24,956,391 before depreciation charges, of which approximately 60% was funded by permanent loans.
The Partnership's residential apartment communities face competition with similar properties in their locations. The competition is based on the proximity of the Properties to area employers and commercial and retail facilities. In addition, consideration has been given to the comparability of quality, amenities, rental rates and unit sizes. The Partnership's annual report discusses operations and current leasing information at the properties and is incorporated by reference in Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K, herein.
Pursuant to the terms of a Property Management Agreement with the Partnership, each of the Properties is managed by Benchmark Properties, Inc., the Property Manager. The Property Management Agreements are renewable on a year-to-year basis and may be terminated by the Partnership upon 60 days notice without cause. The Property Manager receives a Property Management Fee of 4.5% of gross monthly operating revenues of each Property. Under the terms of the Property Management Agreements, the Property Manager is responsible for performing, or paying others to perform on its behalf, all leasing-related and other property management services for the Properties. The management and administration of the Partnership is performed by the General Partners or an affiliate thereof. See Note 5, "Related Party Transactions," in Item 8. Financial Statements and Supplementary Data, herein.
BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP
Item 2.
Item 2. Properties
The Partnership owns land and improvements as described below:
For additional information on the Properties, reference is made to Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations, herein.
Item 3.
Item 3. Legal Proceedings
The Partnership is not subject to any material pending legal proceedings.
Item 4.
Item 4. Submission of Matters to a Vote of Security Holders
There were no matters submitted to the security holders for a vote during the last quarter of the fiscal year covered by this report.
BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP
PART II
Item 5.
Item 5. Market for Registrant's Common Equity and Related Partner Matters
An established public trading market for the Units does not exist and the Partnership does not anticipate that a public market will develop. Transfer of Units by an investor and purchase of Units by the Partnership may be accommodated under certain terms and conditions. The Partnership Agreement imposes certain limitations on the transfer of Units and may restrict, delay or prohibit a transfer primarily if:
o the transfer of Units would result in 50% or more of all Units having been transferred by assignment or otherwise within a 12-month period;
o such a transfer would be a violation of any federal or state securities laws that may cause the Partnership to be classified other than as a partnership for federal income tax purposes;
o such transfers would cause the Partnership to be treated as a "publicly traded partnership" under Sections 7704 and 469(k) of the Internal Revenue Code; and
o the transfer of Units would cause a technical termination of the Partnership within meaning of Section 708(b)(1)(A) of the Internal Revenue Code.
As of December 31, 1998, there were 524 holders of 500,000 Units of the registrant. See Item 12, Security Ownership of Certain Beneficial Owners and Management, herein.
Distributions of cash to the investors were $765,352, $574,009 and $510,243 for the years ended December 31, 1998, 1997 and 1996, respectively, of which 98% was allocated to Unitholders and 2% to the General Partners. Annual distributions of cash to investors during the years ended December 31, 1995 and 1994 were $446,464, of which 98% was allocated to Unitholders and 2% to the General Partners. See Item 8, Financial Statements and Supplementary Data, herein.
Item 6.
Item 6. Selected Financial Data Revenues and net income/(loss) information furnished below is for the five years ended December 31, 1998:
The above selected financial data should be read in conjunction with the financial statements and accompanying notes in Item 8, Financial Statements and Supplementary Data, herein.
BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP
Item 7.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources
The Partnership's liquidity is largely dependent on its ability to maintain reasonably high occupancy levels, achieve rental rate increases as the respective markets allow and to control operating expenses. The Partnership currently has sufficient liquid assets from its rental revenues to satisfy its anticipated operating expenditures and debt service obligations.
In 1996, the properties generated cash flow yielding 4.35% on invested capital and the General Partners maintained a 4% payout to investors. In 1997, after a 4% distribution rate in the first and second quarters, the Partnership increased the distribution rate to 6% in the third and fourth quarters. Operating cash flow generated in 1997 fully funded the distributions. In 1998, the Partnership continued its 6% distribution to partners. 1998 operating cash flow of $563,743, coupled with capital improvement reserves established from the 1997 refinancing of $151,100, provided a 5.6% yield on invested capital. The balance of the distribution was funded by Partnership reserves. On February 12, 1999, the Partnership made a cash distribution to its partners totaling $191,327, representing an annualized return of 6% on invested capital. Based upon the operating results through February 1999 and the budget for the remainder of the year, operating cash flow in 1999 is expected to fully fund a distribution rate of 6%.
The Partnership refinanced its mortgage loans with The Canada Life Assurance Company in 1997. The new loan amounts were sufficient to establish a capital improvement reserve of $285,000. The Partnership utilized $134,000 and $151,000 in 1997 and 1998, respectively, to fund improvements at each of the three properties. The funds were utilized primarily for roof repairs, brick re-pointing, parking lot re-surfacing, as well as upgrades to the apartment and clubhouse interiors. These improvements have enhanced the curb appeal of the properties. The Partnership does not anticipate an outlay for any other significant capital improvements or repair costs that might adversely impact its liquidity in 1999.
Results of Operations
Rental revenues increased $41,897, or 1%, for the year ended December 31, 1998 as compared to the year ended December 31, 1997. This slight increase resulted primarily from higher rental revenues at the Cincinnati property. Collectively, the properties' aggregate occupancy level remained flat at approximately 93% in both 1997 and 1998. Market rental rates were increased at each property. The average rental rate for the portfolio increased from $572 in 1997 to $589 in 1998, representing an increase of approximately 3%. Concurrently, in an effort to maintain occupancy levels, management increased the level of rental concessions at both the Dayton and Columbus properties. As a result, aggregate revenues for the three properties show marginal growth when compared to last year.
Management remains diligent in its efforts to control operating expenditures at each the three communities while preserving the invested capital. Total operating expenses, excluding interest charges, depreciation and amortization costs increased by 4% in 1998 when compared to 1997. The majority of the increase was due to higher maintenance and advertising expenses. The higher maintenance expense is associated with apartment interior upgrades and community improvements designed to enhance the leasing efforts of the staff. Advertising costs are higher due to the increased marketing efforts targeted at improving the occupancy levels at the Dayton and Columbus properties. Total operating expenses, excluding interest charges, depreciation and amortization increased by 5% in 1997 when compared to similar expenses in 1996.
The slight increase in revenues, coupled with higher operating expenses (excluding interest charges, depreciation and amortization) resulted in a slight decrease of approximately$24,500 (or 1%) in the net operating income of the property during 1998 when compared to 1997. Previously, the property's net operating income increased 2% in 1997 when compared to 1996.
Interest expense on the Partnership's mortgage loans decreased $80,718 during 1998 when compared to 1997 due to the refinancing of the loans in February, 1997.
BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations (continued)
Results of Operations (continued)
Capital expenditures to the three communities during 1998 totaled $301,143 and consisted of improvements to the buildings and roofs, curb replacement, asphalt repair, drivepath resurfacing, exterior lighting and unit upgrades (including painting and carpet and appliance replacements). Similar improvements to the properties totaled $209,786 and $117,569 in 1997 and 1996, respectively.
The average occupancy level experienced at the Oakbrook property in Columbus, Ohio, was 93.5% in 1998, essentially unchanged from 1997. Revenues received at Oakbrook increased by $3,000 in 1998 versus 1997, due to higher rental rates. The average market rental rate increased from $566 in 1997 to $577 in 1998. Higher rental concessions offered during 1998 offset a portion of the increased revenue attributed to the rate increases. Until occupancy levels improve and stabilize in the mid to upper ninety percent range, no significant rental rate increases can be anticipated. Management's goal in 1999 is to improve and stabilize the occupancy level at 95% and reduce the level of concessions offered at the community. Since the end of 1998 occupancy levels have trended positively and as of the first week in March, the community is 98% occupied.
At the Woodhills property, in Dayton, Ohio, the average occupancy level in 1998 was 90%, 3% less than in 1997. While market rental rates on selected units were increased, higher rental concessions coupled with reduced occupancy levels resulted in a decrease in revenues of $30,000 in 1998 when compared to 1997. Management remains optimistic the improvements made to the property in 1998, coupled with on-site administrative changes and a focused marketing effort, will produce improved occupancy levels at the community. The trend in occupancy level at the property has been favorable throughout the early part of the 1999. As of the first week in March the property was 94% occupied.
Deerfield, our Cincinnati, Ohio property experienced an increase in its annual average occupancy level from 94% in 1997 to 96% in 1998. The effective rental rates at the property increased 3.4%, from $587 in 1997 to $607 in 1998. Rental revenues received during 1998 increased $70,000 (or 5%) when compared to 1997. Management's goal in 1998 is to maintain occupancy in excess of 95% while implementing rental rate increases as the market will allow.
Management is committed to sustaining the positive trends in occupancy levels and increasing rental rates experienced at each of the properties. We are optimistic the recent favorable trends at both Woodhills and Oakbrook can be sustained throughout 1999.
Year 2000
The Year 2000 issue is the result of computer programs being written using two digits rather than four to define the applicable year. Any of the Partnership's computer programs that have time-sensitive hardware and software may recognize a date using (00) as the year 1900 rather than the year 2000. This could result in a system failure or miscalculations causing disruptions of operations, including among other things, a temporary inability to process transactions, collect rents, or engage in similar normal business activities.
Management has completed its assessments of its information technology systems (IT) and non-IT systems to assess their Year 2000 readiness. Critical systems include, but are not limited to, accounts receivable and rent collections, fixed assets, and security systems. In order for these systems to function properly with respect to the Year 2000 and thereafter, the Partnership may need to modify or replace portions of its software. The partnership will utilize both internal and external resources to modify or replace software. The total cost of the Year 2000 project is estimated to be $2,032, $1,032 of which has been incurred to date. Management anticipates that the aforementioned modifications which are currently in process and expected to be completed by March 31, 1999, will remediate any Year 2000 problems.
Various third-party vendors have been queried on their Year 2000 readiness. To date, Management is not aware of any significant suppliers or vendors with a Year 2000 issue that could materially impact the Partnership. However, lack of readiness by utilities, financial institutions or governmental agencies could pose significant
BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations (continued)
Year 2000 (continued)
impediments to the Partnership's ability to carry on normal operations. There can be no assurances that the systems of other companies on which the Partnership's systems rely, will be timely converted and would not have an adverse effect on the Partnership's systems.
Management believes it has an effective program in place to resolve the Year 2000 issue in a timely manner. Contingency plans involve system enhancement, manual workarounds, and adjusting staffing strategies. Nevertheless, management believes that it could continue its normal business operations if compliance is delayed. The Partnership does not believe that the Year 2000 issue will material impact its results of operations, liquidity, or capital resources.
Item 8.
Item 8. Financial Statements and Supplementary Data
The financial statements, included on pages 5 through 15 of the 1998 Annual Report are incorporated herein by reference.
Item 9.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
PART III
Item 10.
Item 10. Directors and Executive Officers of the Registrant
The General Partners of the Partnership are Brown-Benchmark AGP, Inc., the Administrative General Partner, and Benchmark Equities, Inc., the Development General Partner. The Partnership's principal executive offices are located at 225 East Redwood Street, Baltimore, Maryland 21202, telephone (410) 727-4083. The General Partners have primary responsibility for overseeing the performance of those who contract with the Partnership, as well as making decisions with respect to the financing, sale and liquidation of the Partnership's assets. The General Partners are responsible for all reports to and communications with investors and others, all distributions and allocations to investors, the administration of the Partnership's business and all filings with the Securities and Exchange Commission and other federal or state regulatory authorities. The Partnership's limited partnership agreement provides for the removal of a General Partner and the election of successor general partners by investors holding a majority of the Units.
The directors and executive officers of the Partnership are as follows:
The Development General Partner
Benchmark Equities, Inc., the Development General Partner, is an Ohio corporation. Affiliated companies of the Development General Partner include its parent, Benchmark Communities, Inc., formerly known as "Vindale Corporation," which was organized in 1946, and since 1978 has concentrated on the development, construction and marketing of residential developments, Benchmark Homes, Inc., the general contractor for the properties and Benchmark Properties, Inc., the property manager at the properties.
BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP
Item 10. Directors and Executive Officers of the Registrant (continued)
The Development General Partner (continued)
The Development General Partner and its Affiliates were engaged in all aspects of the building and real estate development process, including manufacturing the industrialized housing components in their plant, developing the site, constructing the components on-site, landscaping and paving the site, marketing the completed housing units and financing.
The following individuals are the directors and principal officers of Benchmark Equities, Inc.:
Daniel P. Riedel, age 59, has been the Chairman, President and Director of Benchmark Equities, Inc. since its inception in 1987. His responsibilities include administration, marketing, finance and planning. His background includes 30 years in manufacturing, land development and marketing. Mr. Riedel has been an officer or director of Benchmark Communities, Inc. for 24 years and has held management positions for his entire 34 year career with Benchmark Communities, Inc. He graduated Cum Laude from Michigan State University in 1961, majoring in Industrial Management.
Edward L. Patch, age 44, has been the Treasurer, Secretary and Director of Benchmark Equities, Inc. and Vice President of Operations and Treasurer of Benchmark Communities, Inc. since 1990. His responsibilities include finance and operations. He was President of Benchmark Capital from 1989 to 1990. Prior to joining Benchmark Capital, Mr. Patch was Treasurer of Oberer Development Co. Enterprises from 1985 to 1989, Treasurer of C. H. Huber Enterprises from 1981 to 1985 and the Controller of the W. B. Marvin Manufacturing Co. Mr. Patch graduated from Wright State University with a degree in Business Administration and is a Certified Public Accountant.
The Administrative General Partner
Brown-Benchmark AGP, Inc., the Administrative General Partner, is a Maryland corporation and is wholly owned by Alex. Brown Realty, Inc. The Administrative General Partner is responsible for administering the business of the Partnership including providing clerical services, investor communications services and reports, and for making all reports and filings to regulatory authorities. The Administrative General Partner is reimbursed for such services to the Partnership on a cost basis.
The following individuals are the directors and principal officers of Brown-Benchmark AGP, Inc.:
John M. Prugh, age 50, has been a Director and President of the Administrative General Partner since 1987 and of Alex. Brown Realty, Inc. and Armata Financial Corp. since 1984. Mr. Prugh graduated from Gettysburg College in 1970, and was designated a Certified Property Manager by the Institute of Real Estate Management in 1979. He has worked in property management for H. G. Smithy Co., in Washington, D.C., and Dreyfuss Bros., Inc. in Bethesda, Maryland. Since 1977, Mr. Prugh has been involved in managing, administering, developing and selling real estate investment projects sponsored by Alex. Brown Realty, Inc. and its subsidiaries.
Peter E. Bancroft, age 46, has been the Director and Vice President of the Administrative General Partner since its inception in 1987. He has also been a Senior Vice President of Alex. Brown Realty, Inc. and Armata Financial Corp. since 1983. Mr. Bancroft graduated from Amherst College in 1974, attended the University of Edinburgh, and received a J.D. degree from the University of Virginia School of Law in 1979. Prior to joining Alex. Brown Realty, Inc. in 1983, Mr. Bancroft held legal positions with Venable, Baetjer and Howard and T. Rowe Price Associates, Inc.
Terry F. Hall, age 52, has been the Secretary of the Administrative General Partner and a Vice President and Secretary of, and Legal Counsel for, Alex. Brown Realty, Inc. since 1989. Mr. Hall graduated from the University of Nebraska-Lincoln in 1968, and received a J.D. degree from the University of Pennsylvania Law School in 1973. Prior to joining Alex. Brown Realty, Inc. in 1989, Mr. Hall was a Partner at the law firm of Venable, Baetjer and Howard from 1981 to 1986 and an associate at the same firm from 1973 to 1981.
BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP
Item 10. Directors and Executive Officers of the Registrant (continued)
The Administrative General Partner (continued)
Timothy M. Gisriel, age 42, has been the Treasurer of the Administrative General Partner and of Alex. Brown Realty, Inc. and Armata Financial Corp. since 1990. He was Controller of Alex. Brown Realty, Inc. and Armata Financial Corp. from 1984 through 1990. Mr. Gisriel graduated from Loyola College in 1978 and received his Masters of Business Administration degree from the Robert G. Merrick School of Business, University of Baltimore in 1993. Prior to joining Alex. Brown Realty, Inc. in 1984, Mr. Gisriel was an audit supervisor in the Baltimore office of Coopers & Lybrand. He is a Maryland Certified Public Accountant.
There is no family relationship among the officers and directors of the Development General Partner or the Administrative General Partner.
Item 11.
Item 11. Executive Compensation
The officers and directors of the Administrative General Partner and the Development General Partner received no compensation from the Partnership.
The General Partners are entitled to receive a share of cash distributions and a share of profits and losses as described in the Agreement of Limited Partnership. (See Note 9. "Partners' Capital" in Item 8. Financial Statements and Supplementary Data, herein.)
For a discussion of compensation and fees to which the General Partners are entitled, see Item 13, Certain Relationships and Related Transactions, herein.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management
No person is known to the Partnership to own beneficially more than 5% of the outstanding assignee units of limited partnership interest of the Partnership.
The Assignor Limited Partner, Brown-Benchmark Holding Co., Inc. an affiliate of the Administrative General Partner, holds 40 Units representing a beneficial interest in limited partnership interests in the Partnership. The Units held by the Assignor Limited Partner have all rights attributable to such Units under the Limited Partnership Agreement except that these Units of assigned limited partnership interests are nonvoting.
The General Partners each have a 1% interest in the Partnership as General Partners, but hold no Units of assigned limited partnership interests.
There are no arrangements, known to the Partnership, the operation of which may at a subsequent date result in a change of control of the registrant.
Item 13.
Item 13. Certain Relationships and Related Transactions
The General Partners and their affiliates have and are permitted to engage in transactions with the Partnership. For a summarization of fees paid during 1998, 1997 and 1996, and to be paid to the General Partners and their affiliates at December 31, 1998, see Note 5. "Related Party Transactions" in Item 8. Financial Statements and Supplementary Data, herein.
BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP
PART IV
Item 14.
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a) 1. and 2. Index of Financial Statements and Financial Statement Schedule
The following financial statements of Brown-Benchmark Properties Limited Partnership, included in the 1998 Annual Report of the registrant to its partners are incorporated by reference in Item 8:
Balance Sheets Statements of Operations Statements of Partners' Capital Statements of Cash Flows Notes to Financial Statements
The following financial statement schedule of Brown-Benchmark Properties Limited Partnership is included in Item 14(d):
Schedule III. Real Estate and Accumulated Depreciation
All other schedules for which provision is made in the applicable accounting regulation of the Securities and Exchange Commission are not required under the related instructions or are inapplicable, and therefore have been omitted.
3. Exhibits:
(3,4)Limited Partnership Agreement pages 1 through 41 of Exhibit A to the Partnership's Registration Statement on Form S-11 (File No. 33-15480) incorporated herein by reference.
(13) Annual Report for 1998.
(23) Consent of Independent Auditors
(b) Reports on Form 8-K: None.
BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP Page 1 SCHEDULE III. REAL ESTATE AND ACCUMULATED DEPRECIATION DECEMBER 31, 1998 FILE SCHIII
ITEM 14D
BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP Page 2 SCHEDULE III. REAL ESTATE AND ACCUMULATED DEPRECIATION DECEMBER 31, 1998 FILE SCHIII97
(2) AGGREGATE COST FOR FEDERAL INCOME TAX PURPOSES IS $24,956,391 AT DECEMBER 31, 1998.
(3) SEE NOTE 5 OF NOTES TO FINANCIAL STATEMENTS FOR INFORMATION CONCERNING TRANSACTIONS WITH AFFILIATES.
(4) SEE NOTE 6 OF NOTES TO THE FINANCIAL STATEMENTS FOR INFORMATION REGARDING MORTGAGE LOAN AGREEMENTS, COLLATERALIZED BY THE LAND, BUILDINGS AND IMPROVEMENTS.
BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP
DATE: 3/19/99 BY: /s/ John M. Prugh John M. Prugh President and Director Administrative General Partner
Pursuant to the requirements of the Securities Exchange Act of 1934 as amended, this report has been signed by the following in the capacities and on the dates indicated.
DATE: 3/19/99 By: /s/ John M. Prugh John M. Prugh President and Director Brown-Benchmark AGP, Inc. Administrative General Partner
DATE: 3/22/99 By: /s/ Peter E. Bancroft Peter E. Bancroft Vice President and Director Brown-Benchmark AGP, Inc. Administrative General Partner
DATE: 3/19/99 By: /s/ Terry F. Hall Terry F. Hall Secretary Brown-Benchmark AGP, Inc. Administrative General Partner
DATE: 3/19/99 By: /s/ Timothy M. Gisriel Timothy M. Gisriel Treasurer Brown-Benchmark AGP, Inc. Administrative General Partner
DATE: 3/23/99 By: /s/ Daniel P. Riedel Daniel P. Riedel Chairman, President and Director Benchmark Equities, Inc. Development General Partner
DATE: 3/23/99 By: /s/ Edward L. Patch Edward L. Patch Secretary, Treasurer and Director Benchmark Equities, Inc. Development General Partner
Consent of Independent Auditors
The Partners Brown-Benchmark Properties Limited Partnership
We consent to the incorporation by reference in this Annual Report (Form 10K) of Brown- Benchmark Properties Limited Partnership of our report dated January 27, 1999 included in the 1998 Annual Report of Brown-Benchmark Properties Limited Partnership
Our audits also included the financial statement schedule of Brown-Benchmark Properties Limited Partnership listed in item 14(a). This schedule is the responsibility of the Partnership's management. Our responsibility is to express an opinion based on our audits. In our opinion, the financial statement schedule referred to above, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.
/s/Ernst & Young LLP
March 22, 1999 Baltimore, Maryland