Schedule 14A. Information required in proxy statement
Schedule 14A Information
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. ________)
Filed by the Registrant ____
Filed by a Party other than the Registrant ____
Check the appropriate box
___ Preliminary Proxy Statement
___ Definitive Proxy Statement
___ Definitive Additional Materials
___ Soliciting Material Pursuant to #240.14a-11(c) or #240.14a-
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Gibbs Construction, Inc.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
X $125 per Exchange Act Rules 0-11(c)(1)(ii),14a-6(i)(1), or 14a-6(j)(2).
___ $500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i)(3).
___ Fee computed on table below per Exchange Act Rules 14a-
6(i)(4)and 0-11.
(1) Title of each class of securities to which transaction
applies:
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Common Stock
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(2) Aggregate number of securities to which transaction
applies:
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(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11: _/
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(4) Proposed maximum aggregate value of transaction:
- ----------------------------------------------------------------
__/Set forth the amount on which the filing fee is calculated and
state how it was determined.
___ Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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GIBBS CONSTRUCTION, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held June 16, 1997
To the Stockholders of Gibbs Construction, Inc.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Gibbs
Construction, Inc., a Texas corporation (the "Company"), will be held on Monday,
June 16, 1997, beginning at 10:00 a.m., Dallas time, at the Holiday Inn, 11350
LBJ Freeway, Dallas, TX 75238 for the following purposes:
1. To elect four directors to serve until the next Annual Meeting of
Stockholders of the Company or until their respective successors are
elected and qualified;
2. To appoint independent auditors of the Company for the fiscal year
1997; and
3. To transact such other business as may properly come before the meeting
or any adjournment thereof.
The Board of Directors has fixed May 5, 1997, as the record date for the
determination of the stockholders entitled to notice of, and to vote at, this
meeting. The list of stockholders entitled to vote will be available for
examination by any stockholder at the Company's executive offices at 1855 Wall
Street, Garland, TX 75041 for ten days prior to June 16, 1997.
You are cordially invited to attend the meeting in person, if possible. If
you do not expect to be present in person, please sign and date the enclosed
proxy and return it in the enclosed envelope, which requires no postage if
mailed in the United States. The proxy must be signed by all registered holders
exactly as the stock is registered. It will assist us in preparing for the
meeting if you will return your signed proxies promptly regardless of whether
you expect to attend in person or have many or few shares.
BY ORDER OF THE BOARD OF DIRECTORS
Garland, Texas
May 8, 1997
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IMPORTANT
As a stockholder, you are urged to complete and mail the proxy
promptly whether or not you plan to attend this Annual Meeting of
Stockholders in person. It is important that your shares be voted.
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GIBBS CONSTRUCTION, INC.
1855 Wall Street, Garland, TX 75041`
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
To Be Held June 16, 1997
This Proxy Statement is furnished to stockholders of Gibbs Construction,
Inc., a Texas corporation (the "Company"), in connection with the solicitation
by order of the Board of Directors of the Company of proxies to be voted at the
Annual Meeting of Stockholders of the Company to be held on June 16, 1997, and
is being mailed with proxies to such stockholders on or about May 8, 1997.
Proxies in the form enclosed, properly executed by stockholders and returned to
the Company, which are not revoked, will be voted at the meeting. The proxy may
be revoked at any time before it is voted.
The 1996 Annual Report of the Company covering the fiscal year ended December
31, 1996, is being mailed herewith to stockholders. It does not form any part of
the material for the solicitation of proxies.
OUTSTANDING CAPITAL STOCK
The record date for stockholders entitled to notice of and to vote at the
Annual Meeting of Stockholders was the close business on May 5, 1997. At the
close of business on that date the Company had issued, outstanding and entitled
to vote at the meeting 4,000,000 shares of Common Stock, par value $0.01 per
share (the "Common Stock").
QUORUM AND VOTING
The presence, in person or by proxy, of the holders of a majority of the
total combined voting power of the outstanding capital stock of the Company is
necessary to constitute a quorum at the Annual Meeting of Stockholders. In
deciding all questions, a holder of Common Stock shall be entitled to one vote,
in person or by proxy, for each share in the stockholder's name on the record
date. At the record date, the total number of votes which could be cast by all
holders of capital stock of the Company was 4,000,000.
CERTAIN BENEFICIAL OWNERS
The following table sets forth certain information regarding the beneficial
ownership of the Common Stock of the Company as of April 15, 1997, by (i) each
person known by the Company to be a beneficial owner of more than 5% of the
outstanding shares of Common Stock, (ii) each director of the Company, and (iii)
all directors and executive officers of the Company as a group. Unless otherwise
noted, each beneficial owner named below has sole investment and voting power
with respect to the Common Stock shown below as beneficially owned by him.
Name of Number of
Beneficial Owner Shares Owned Percent
- ---------------- ------------ -------
Danny R. Gibbs 1,000,000 25.5%
Tony G. Gibbs 1,000,000 25.0%
All directors and officers 2,000,000 50.0%
as a group (5 persons)
The address for Danny Gibbs and Tony Gibbs is 1855 Wall Street, Garland, TX
75041.
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ACTION TO BE TAKEN AT THE MEETING
The accompanying proxy, unless the stockholder specifies otherwise therein,
will be voted (i) FOR the election as directors of the Company of persons named
under the caption "Election of Directors"; for Killman, Murrell & Company, P.C.,
as the Company's independent auditors for the fiscal year ending December 31,
1997; and (ii) in the discretion of the proxy holders on any other matters that
may properly come before the meeting or any adjournment thereof.
In order to be elected a director, a nominee must receive a plurality of the
votes cast at the meeting for the election of directors. The approval of
Killman, Murrell & Company, P.C. as the independent auditors requires the
majority of all the shares outstanding. (see "Quorum and Voting").
When the giver of the proxy has appropriately specified how the proxy is to
be voted, it will be voted accordingly. Your attention is directed to the
accompanying proxy which provides a method for stockholders to withhold
authority to vote for one or more nominees for director and to vote against or
to abstain from voting on the other matters offered for approval. If any other
matter or business is brought before the meeting, a vote may be cast pursuant to
the accompanying proxy in accordance with the judgment of the person or persons
voting the share subject to the proxy, but management does not know of any such
other matter or business.
Should any nominee named herein for the office of director become unable or
unwilling to accept nomination or election, the person or persons acting under
the proxy will vote for the election in his place of such other person, if any,
as management may recommend; however, management has no reason to believe that
any of the nominees will be unable or unwilling to serve if elected. Each
nominee has expressed to management his intention that, if elected, he will
serve the entire term for which his election is sought.
ELECTION OF DIRECTORS
Directors of Texas corporations are to be elected at the meeting to hold
office until the next Annual Meeting of Stockholders or until their respective
successors are elected and qualified. It is intended that the shares, subject to
the proxies solicited hereby, will be voted for the following nominees, whose
age and position with the Company is indicated in the table, for director,
unless otherwise specified on the proxy:
Name Age Position
---- --- --------
Danny R. Gibbs 40 President, Director
Tony G. Gibbs 36 Vice-President, Director
Dennis T. Mitchell 47 Director
Elliot R. Simon 42 Director
Danny R. Gibbs and Tony G. Gibbs have served as directors of the Company
since 1984. Messrs Mitchell and Simon have served as directors since August of
1995.
Danny R Gibbs has served as president, general manager and a director of the
Company since the Company's inception in 1984. Mr. Gibbs has acted as the
Company's Chief Financial Officer throughout the Company's existence. Mr. Gibbs
received a Bachelor of Arts degree in History with a minor in Architecture from
Texas Tech University.
Tony G. Gibbs has served as vice president and a director of the Company
since the Company's inception in 1984. From 1983 to 1984, Mr. Gibbs formed a
construction company which provided construction services to the residential
industry and the commercial industry. Mr. Gibbs received a Bachelor of Science
degree in Accounting with a minor in Architecture from Texas Tech University
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Dennis T. Mitchell, a licensed professional architect, is president of AIG,
Inc., an architectural firm Mr. Mitchell formed in 1969 which is primarily
engaged in the design, documentation and execution of commercial construction.
AIG, Inc. provides architectural service to a variety of retail, industrial and
governmental entities, including Barnes & Noble, Lil' Things, and Eckerds. Mr.
Mitchell is a member of several national and local architectural professional
organizations and a graduate of the University of Texas at Arlington.
Elliot R. Simon is President and Chairman of the Board of The Colfax Group
Realty Advisors, Inc., a real estate consulting firm providing brokerage and
consulting services to tenants. The principal clients of the Colfax Group,
including one of the Company's clients, Lil Things, are large retailers
expanding on a national basis. Prior to joining The Colfax Realty Advisors, Inc.
in October of 1992, Mr. Simon was vice president of real estate and construction
for BizMart, Inc., a national retailer of office products, where he was
responsible for managing the real estate acquisitions and construction for Biz
Mart, Inc. Mr. Simon joined BizMart in February of 1988 until he joined The
Colfax Group Realty Advisors, Inc. Mr. Simon received a Bachelors degree from
the State University of New York at Cortland and an MBA degree from the
University of Houston.
Each director will hold office until the next Annual Meeting of Stockholders
and until such time as his successor is elected and qualified, subject to prior
removal by the stockholders of the Company in accordance with the Bylaws of the
Company. The officers of the Company serve at the discretion of the Board of
Directors of the Company.
The Board of Directors has fixed the number of directors at five. During 1996
the Company held three meetings of its Board of Directors. Each director, other
than Mr. Simon, attended at least 75% of the aggregate of these meetings.
Recently the Company appointed Messrs. Simon and Mitchell as members of its
audit and compensation committee. These committees have not yet met.
Compensation and Executive Officers
The Company's executive officers are Danny R. Gibbs, Tony G. Gibbs and Phyllis
Gibbs Wright, each having served as executive officers of the Company since
1985. Danny R. Gibbs, Tony G. Gibbs and Phyllis Gibbs Wright are siblings.
Phyllis Gibbs Wright, age 45, is the Company's secretary and is the Company's
general administrative officer.
The following table sets forth certain information concerning the compensation
of the chief executive officer of the Company and the other executive officers
of the Company whose total annual salary and bonus exceeded $100,000, for the
fiscal years ended December 31, 1996, 1995, and 1994.
<TABLE>
<CAPTION>
Summary Compensation Table
Name and Annual Compensation (1) All Other
Principal Position Fiscal Year Salary Bonus (2) Compensation
- ------------------ ----------- ------ --------- ------------
<S> <C> <C> <C> <C>
Danny R. Gibbs 1996 $140,000 ---------
Chief Executive Officer 1995 $49,220 $140,349 -
1994 $47,220 $140,349
Tony G. Gibbs 1996 $155,000 ---------
Vice President 1995 $49,220 $200,246
1994 $47,220 $140,349
</TABLE>
(1) The Company provides certain perquisites and personal benefits to its
executive officers, the aggregate amount of which does not exceed $50,000 or 10%
of such officer's total annual salary and bonus.
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(2) These amounts represent distributions to Messrs. Danny and Tony Gibbs
in connection with the Company's status as a subchapter S corporation pursuant
to the United States tax codes. The Company has reserved $697,178 for
distribution to Danny R. Gibbs and Tony G. Gibbs in connection with the
termination of the Company's subchapter S election pursuant to the United States
tax codes.
The Company plans to pay $150,000 per year to each of Messrs. Danny R. Gibbs
and Tony G. Gibbs. Directors of the Company are entitled to receive from the
Company fees and reimbursement of expenses for their services as directors.
Under the Company's standard arrangement for compensation of directors, outside
directors are entitled to receive a fee for each Board meeting attended of $500.
In addition, directors will be reimbursed for their ordinary and necessary
expenses incurred in attending meetings of the Board of Directors or a committee
thereof. Directors of the Company, whether or not employees of the Company, will
also be entitled to receive options to acquire shares of Common Stock under the
Company's Stock Option Plans. In connection with certain actions taken by the
Company, Messrs. Danny R. Gibbs and Tony G. Gibbs relinquished a total of
1,000,000 shares of Common Stock to the Company and acquired the right to
acquire for $0.10 per share 2,000,000 shares of stock if either Danny R. Gibbs
or Tony G. Gibbs are terminated without their consent if 20% of the Company is
acquired by those other than Danny R. Gibbs or Tony G. Gibbs. Dennis T. Mitchell
and Elliot R. Simon form the Company's Audit and Compensation Committees. These
committees have only recently been formed.
Certain Relationships and Related Transactions
As part of the termination of the Company's election to be taxed as a
Subchapter S Corporation, the Company has accrued $697,178 to be distributed to
Danny R. Gibbs and Tony G. Gibbs for payment of income taxes owed for the
Company's operations. Because the Company did not have the liquid resources to
pay the taxes when due, the Company's Board of Directors has agreed to reimburse
Danny R. Gibbs and Tony G. Gibbs any penalty and interest.
All future transactions between the Company and its officers, directors,
and/or 5% shareholders will be on terms no less favorable than could be obtained
from independent, third parties and will be approved by a majority of the
independent disinterested directors of the Company.
Section 16(A) Reporting Delinquencies
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's directors, executive officers and
holders of more than 10% of the Company's Common Stock to file with the
Securities and Exchange Commission initial reports of ownership and reports of
changes in ownership of Common Stock and other equity securities of the Company.
This obligation did not arise until January 12, 1996, and arose in conjunction
with the Company's public offering of its securities. The initial report on Form
3 for the above referenced individuals was required to be filed by that date but
was not filed until the end of that month. Since that time, to the best
knowledge of the Company, its officers, directors and holders of more than 10%
of the Company's Common Stock complied with all Section 16(a) requirements.
APPOINTMENT OF INDEPENDENT AUDITORS
It is proposed that the firm of Killman, Murrell & Company, P.C. be appointed
as independent auditors of the Company for the fiscal year ending December 31,
1997, upon approval by a majority of the stockholders present in person or
represented by proxy at the Annual Meeting of Stockholders. Killman, Murrell &
Company has served as the Company's independent auditors since the fiscal year
ending December 31, 1994. A representative of that firm is expected to be
present at the Annual Meeting of Stockholders. Said representative will be
available to answer questions and will be afforded an opportunity to make a
statement if he or she so desires.
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THE AFFIRMATIVE VOTE OF A MAJORITY OF THE OUTSTANDING SHARES OF COMMON STOCK
OF THE COMPANY IS REQUIRED TO APPROVE AND APPOINT THE AUDITORS. THE BOARD OF
DIRECTORS RECOMMENDS A VOTE "FOR" THE APPROVAL OF THE APPOINTMENT OF THE
AUDITORS. ALL PROXIES SOLICITED BY THE BOARD OF DIRECTORS WILL BE VOTED IN
ACCORDANCE WITH THE SPECIFICATIONS ON THE FORM OF PROXY. WHERE NO SPECIFICATION
IS MADE, PROXIES WILL BE VOTED "FOR" THE APPROVAL OF THE AUDITORS.
STOCKHOLDER PROPOSALS
Any proposals from stockholders to be presented for consideration for
inclusion in the proxy material in connection with the next Annual Meeting of
Stockholders of the Company scheduled to be held in June of 1998 must be
submitted in accordance with the rules of the Securities and Exchange Commission
and received by the Secretary of the Company at the mailing address set forth
hereinafter no later than the close of business on January 7, 1998.
OTHER MATTERS
The accompanying proxy is being solicited on behalf of the Board of Directors
of the Company. The expense of preparing, printing, and mailing the form of
proxy and the material used in the solicitation thereof will be borne by the
Company. In additional to the use of the mails, proxies may be solicited by
personal interview, telephone, and telegram by directors, officers, and
employees of the Company. Arrangements have been made with brokerage houses and
other custodians, nominees, and fiduciaries for the forwarding of solicitation
material to the beneficial owners of stock held by record by such persons, and
the Company will reimburse them for reasonable out-of-pocket expenses incurred
by them in connection therewith.
All information contained in this Proxy Statement relating to the occupation,
affiliations, and securities holdings of directors and officers of the Company
and their transactions with the Company is based upon information received from
the individual directors and officers.
Your directors and officers desire that all stockholders be represented at
the Annual Meeting of Stockholders. In the event you cannot attend in person,
please date, sign, and return the enclosed proxy in the enclosed, post-paid
envelope at your earliest convenience so that your shares may be voted. The
proxy must be signed by all registered holders exactly as the stock is
registered.
The Company will furnish without charge a copy of its Annual Report of Form
10-K, including the financial statements and the schedules thereto, for the
fiscal year ended December 31, 1996 filed with the Securities and Exchange
Commission pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934 to any stockholder upon written request to 1855 Wall Street, Garland, TX
75041. A copy of the exhibits to such report will be furnished to any
stockholder upon written request therefor and payment of a nominal fee.
By Order of the Board of Directors.
Danny R. Gibbs Chairman of the Board of Directors
Garland, Texas
May 8, 1997
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