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-12
Gibbs Construction, Inc.
- - -----------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- - -----------------------------------------------------------------
(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:
- - -----------------------------------------------------------------
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11: _/
- - -----------------------------------------------------------------
(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:
- - -----------------------------------------------------------------
(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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<PAGE>
GIBBS CONSTRUCTION, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held July 15, 1998
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
Wednesday, July 15, 1998, 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
1998; and
3. To transact such other business as may properly come before the meeting
or any adjournment thereof.
The Board of Directors has fixed June 4, 1998, 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 July 15, 1998.
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
June 8, 1998
------------------------------------------------
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.
------------------------------------------------
<PAGE>
GIBBS CONSTRUCTION, INC.
1855 Wall Street, Garland, TX 75041`
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
To Be Held July 15, 1998
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 July 15, 1998, and
is being mailed with proxies to such stockholders on or about June 4, 1998.
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 1997 Annual Report of the Company covering the fiscal year ended
December 31, 1997, 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 June 4, 1998. 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 June 1, 1998, 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.
Shares Owned
Name and Address of Number of Percent
Beneficial Owner Shares Owned Owned
- ---------------- ------------ -----
Danny Gibbs 1,000,000 25.0%
Tony Gibbs 1,000,000 25.0%
All directors and officers
as a group (6 persons) 2,000,000 50.0%
The address for Danny Gibbs and Tony Gibbs is 1855 Wall Street, Garland, TX
75041.
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"(i); FOR Killman, Murrell
& Company, P.C., as the Company's independent auditors for the fiscal year
ending December 31, 1998; and (iii) 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 Gibbs 41 President, Director
Tony Gibbs 37 Vice-President, Director
Dennis T. Mitchell 48 Director
L.W. Reynolds 62 Director
Phyllis Gibbs Wright 46 Secretary
Danny R. Gibbs and Tony G. Gibbs have served as directors of the Company
since 1984. Messrs. Mitchell has served since August of 1995 and Mr. Reynolds
became a director in May of 1998.
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
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.
L. W. Reynolds is president of Reynolds Financial and Management Services,
Inc., a financial and management consulting firm that provides services to the
real estate, wholesale distribution, retail, environmental services, assisted
living and construction industries. Mr. Reynolds formed the firm in 1990. He is
also chairman of Elder Living Centers, Inc., a Company Mr. Reynolds formed in
1996 that develops and finances assisted living facilities in New Mexico and
Texas. Also in 1996, Mr. Reynolds formed Davis Covenant Corporation, a general
contractor engaged in the development of apartments and assisted living
facilities and asbestos statement. Mr. Reynolds, a certified public accountant,
worked for Peat Marwick Mitchell and Company from 1959 to 1966 and the Maloof
Companies from 1966 through 1984, becoming an Executive Vice President and Chief
Financial Officer in 1980. From 1984 to 1986, he was President and Chief
Executive Officer of American Federal Savings and Loan Association and from 1986
through 1989 was Vice President of Market Development for Public Service Company
of New Mexico. Mr. Reynolds is a graduate of McMurry University and holds a
Masters of Business Administration from the University of Texas at Austin .
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
1997 the Company held one meeting of its Board of Directors. Each director,
attended at least 75% of the aggregate of these meetings. Recently the Company
appointed Messrs. Reynolds 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 46, 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, 1997, 1996, and 1995.
Summary Compensation Table
<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 Gibbs 1997 $133,000 -
Chief Executive Officer 1996 150,000 -
1995 49,220 136,423 -
Tony Gibbs 1997 $123,000 - -
Vice President 1996 150,000 -
1995 49,220 200,246
Phyllis Gibbs Wright 1997 100,000
</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. (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 $422,245 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 L. W. Reynolds 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 $422,245 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, 1998, 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.
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 1999 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 February 8, 1999.
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, 1997 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
June 8, 1998
