<PAGE>
SCHEDULE 14A
(Rule 14a-101)
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 /X/
Filed by a Party other than the Registrant
Check the appropriate box:
Preliminary Proxy Statement
/X/ Definitive Proxy Statement
Definitive Additional Materials
Soliciting Material Pursuant to 240.14a-11(c) or
240.14a-12
GILBERT ASSOCIATES, INC.
(Name of Registrant as Specified In Its Charter)
Board of Directors
(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:
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 O-11:1
4) Proposed maximum aggregate value of transaction:
1 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.:
3) Filing Party:
4) Date Filed:
<PAGE>
GILBERT ASSOCIATES, INC.
P.O. BOX 1498 READING, PA. 19603
NOTICE OF ANNUAL MEETING OF HOLDERS OF CLASS B COMMON STOCK
TO BE HELD APRIL 29, 1994
Notice is hereby given that the Annual Meeting of holders of
Class B Common Stock of GILBERT ASSOCIATES, INC. (the "Company")
will be held in the Company's Green Hills Building, Morgantown
Road, Green Hills, Pennsylvania, on Friday, April 29, 1994 at
10:00 o'clock in the morning (local time):
For the election of eight (8) directors of the Company;
To consider the ratification of the selection by the Board
of Directors of Coopers & Lybrand as independent auditors for
the year 1994; and
For the transaction of such other business as may properly
come before the meeting or any adjournment or adjournments
thereof.
ONLY HOLDERS OF RECORD OF ISSUED AND OUTSTANDING SHARES OF
CLASS B COMMON STOCK OF THE COMPANY AT THE CLOSE OF BUSINESS
ON MARCH 1, 1994 ARE ENTITLED TO NOTICE OF, AND TO VOTE AT,
THE MEETING. Such stockholders may vote in person or by proxy.
The stock transfer books of the Company will not be closed.
By order of the Board of Directors,
THOMAS F. HAFER
Secretary
Dated: Reading, Pennsylvania
April 7, 1994
STOCKHOLDERS ARE URGED TO SIGN, DATE AND MAIL THE ENCLOSED
PROXY PROMPTLY IN THE ACCOMPANYING ENVELOPE. THE PROXY IS
REVOCABLE AT ANY TIME BY A WRITTEN INSTRUMENT SIGNED IN THE SAME
MANNER AS THE PROXY AND RECEIVED BY THE SECRETARY OF THE COMPANY
AT OR BEFORE THE ANNUAL MEETING. IF YOU ATTEND THE MEETING, YOU
MAY, IF YOU WISH, REVOKE YOUR PROXY BY VOTING IN PERSON.
<PAGE>
GILBERT ASSOCIATES, INC.
P.O. BOX 1498 READING, PA. 19603
PROXY STATEMENT ON BEHALF OF THE BOARD OF DIRECTORS
FOR ANNUAL MEETING--APRIL 29, 1994
This Proxy Statement is furnished in connection with the
solicitation of proxies by the Board of Directors of Gilbert
Associates, Inc. (the "Company") for use at the Annual Meeting of
holders of Class B Common Stock of the Company to be held in the
Company's Green Hills Building, Morgantown Road, Green Hills,
Pennsylvania, at 10:00 A.M. on Friday, April 29, 1994, and at any
adjournment thereof. The Proxy Statement and form of Proxy were
first sent or given to stockholders on or about April 7, 1994.
Only holders of record at the close of business on March 1,
1994 of the outstanding shares of the Company's Class B Common
Stock are entitled to vote at the meeting. Only directors of the
Company, "active employees" of the Company and of its subsidiaries
in which it owns, directly or indirectly, 100% of the voting
shares, and certain trusts for the benefit of such employees, are
entitled to hold Class B Common Stock. (On March 1, 1994, there
were outstanding of record 1,358,863 shares of the Company's Class
B Common Stock.) Such eligible stockholders are entitled on all
matters to cast one vote for each share held of record. In
addition, there were outstanding of record on such date 5,676,363
shares of the Company's Class A Common Stock, excluding treasury
shares. Holders of Class A Common Stock are not eligible to vote
at the meeting.
If the enclosed Proxy is appropriately marked, signed and
returned in time to be voted at the meeting, the shares
represented by the Proxy will be voted in accordance with the
instructions marked thereon. Signed Proxies not marked to the
contrary will be voted (i) for the election of directors, (ii) for
the proposal to ratify the selection by the Board of Directors of
Coopers & Lybrand as independent auditors for the year 1994 and
(iii) as the proxy holders may in their discretion determine, on
any other matter which may properly come before the meeting or any
adjournment or adjournments thereof.
Abstentions and withheld votes are not counted as votes "for"
or "against" a proposal, but where the affirmative vote of a
majority of the shares of Class B Common Stock present or
represented on a proposal is required for approval, abstentions
and withheld votes are counted in determining the number of shares
present or represented.
Unless previously furnished to the stockholder, this Proxy
Statement is accompanied by a copy of the Annual Report of the
Company for the fiscal year ended December 31, 1993 containing
financial statements certified by its independent accountants. The
Annual Report is furnished to stockholders for information only
and no part of it is incorporated by reference in this Proxy
Statement.
STOCKHOLDERS MAY OBTAIN, WITHOUT CHARGE, A COPY OF THE
COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED
DECEMBER 31, 1993, FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION FROM THOMAS F. HAFER, SECRETARY OF THE COMPANY, AT
GILBERT ASSOCIATES, INC., P.O. BOX 1498, READING, PA 19603. HIS
TELEPHONE NUMBER IS (610) 775-5900.
<PAGE>
1. ELECTION OF DIRECTORS
A. NOMINEES FOR DIRECTOR
At the meeting, eight directors are to be elected to hold
office until the next Annual Meeting of Stockholders and until
their successors are elected and have qualified. It is the
intention of the persons named as proxy holders in the enclosed
Proxy to vote all shares that they represent for the election of
the eight nominees listed below. Any stockholder who wishes to
withhold from the proxy holders authority to vote for the election
of one or more directors may do so by marking his Proxy to that
effect. Should any nominee become unable to accept nomination or
election, the proxy holders may exercise their voting power in
favor of such other person or persons as the Board of Directors of
the Company may recommend. The Board of Directors, however, has no
reason to believe that any of the nominees listed below will be
unable to serve as a director. Elections of directors are to be
determined by a plurality vote.
Each of the nominees is now a director of the Company. Their
present positions with the Company as well as other relevant
information are set forth below:
<TABLE>
<CAPTION>
Year in Which
First Became
Name Age Position with Company Director
---- --- ---------------------- -------------
<S> <C> <C> <C>
John W. Boyer, Jr............ 65 -- 1984
Timothy S. Cobb.............. 52 President and Chief Executive
Officer 1993
James R. Itin................ 61 Vice President and Chief
Financial Officer 1983
Donald E. Lyons.............. 64 -- 1989
Alexander F. Smith........... 65 Chairman of the Board 1970
James W. Stratton............ 57 -- 1984
James A. Sutton.............. 59 -- 1986
Donald K. Wilson, Jr......... 58 -- 1990
</TABLE>
Mr. Smith, Mr. Cobb, and Mr. Itin have served as officers of the Company or
its subsidiaries for at least five years.
Mr. Smith retired as President in October, 1993 and as Chief Executive
Officer in March, 1994.
Mr. Cobb has been Chief Executive Officer of the Company since March, 1994
and President and Chief Operating Officer of the Company since
October, 1993. He served as President of Gilbert/Commonwealth,
Inc., a subsidiary of the Company, from January, 1991 to
September, 1993 and as President of GAI-Tronics, also a subsidiary
of the Company, from June, 1988 to December, 1991.
Mr. Boyer retired in May, 1993 as Chairman of Philadelphia
Suburban Corporation whose principal subsidiary, Philadelphia
Suburban Water Company, is a regulated water utility. He continues
as a director of Philadelphia Suburban Corporation. Mr. Boyer is
also a director of Betz Laboratories, Inc. and Rittenhouse Trust Company.
2
<PAGE>
For five years prior to his retirement in 1987, Mr. Lyons served as
Chief Executive Officer and President of the Power Systems Combustion
Engineering, Inc., a supplier of technology, equipment and services to the power
and process industries. Mr. Lyons is also a director of Nuclear Support
Services, Inc.
Mr. Stratton has been President of the Stratton Management
Company, investment advisors, since 1972. Mr. Stratton is also a
director of Stratton Growth Fund, Inc., Stratton Monthly Dividend
Shares, Inc., Stratton Small Cap Yield Fund, UGI Corporation, Alco
Standard Corp. and Teleflex Inc.
Mr. Sutton is Chairman of the Board of Directors and Chief
Executive Officer of UGI Corporation, a diversified Pennsylvania-
based natural gas and electric utility with non-utility operations
in industrial gases and propane. He has served in various
executive positions with UGI since 1982. Mr. Sutton is also a
director of Petrolane Inc. and Mellon PSFS, a unit of Mellon Bank.
Mr. Smith is a director of Stratton Monthly Dividend Shares,
Inc., Stratton Growth Fund, Inc. and Stratton Small Cap Yield
Fund.
Mr. Wilson is Executive Vice President of The Hartford Steam
Boiler Inspection and Insurance Company, which is engaged in
insurance underwriting, investments and engineering. Mr. Wilson
has served in various executive positions with that company since
1970. He is also a director of Mechanics Savings Bank in Hartford,
Connecticut, and Spencer Turbine Company in Windsor, Connecticut.
B. MEETINGS AND COMMITTEES OF DIRECTORS
The Board of Directors held a total of eight regular and
special meetings last year. Each incumbent director attended at
least 75% of the total number of meetings of the Board and
committees of the Board held while he was a member thereof.
The Board of Directors has established the following committees:
An audit committee consisting of J. A. Sutton, Chairman, D. E.
Lyons and D. K. Wilson, Jr., which held two meetings in 1993.
This committee is primarily concerned with the effectiveness of
the Company's internal financial control systems and of the audits
of the Company's financial statements by the Company's independent
accountants. Its duties include recommending the selection of
independent accountants; reviewing the scope of audits to be
conducted by independent accountants and internal auditors
and the results of such audits; and appraising the Company's
financial reporting activities and accounting policies.
An executive development committee consisting of J. W. Boyer,
Jr., Chairman, J. W. Stratton and J. A. Sutton, which held
one meeting in 1993. The committee assists the Board in
structuring compensation and incentive plans for management,
and assists management in the review of candidates,
succession and development of directors, officers and
management. Its duties include reviewing and recommending to
the Board compensation and other benefits for directors,
3
<PAGE>
officers and management; serving as any committee required by
incentive compensation plans for such Company personnel; and
reviewing with the Chief Executive Officer the internal
organization and key manpower planning and development of the Company.
A finance committee consisting of J. W. Stratton, Chairman,
D. E. Lyons and D. K. Wilson, Jr., which had one meeting in 1993.
The committee assists the Board in its duties relating to capital
structure and expenditures, financial plans, allocation of assets, cash
management and dividend policy. It also assists the Board and corporate
officials in obtaining and maintaining good working relationships with
financial institutions.
The Board of Directors has not formed a separate standing nominating
committee.
C. BENEFICIAL OWNERSHIP OF EQUITY SECURITIES BY CERTAIN PERSONS
As of March 1, 1994, the number and percentage of equity securities
of the Company beneficially owned by (i) each of the nominees for director,
(ii) each Executive Officer named in the Summary Compensation Table below,
and (iii) all officers and directors of the Company as a group, are set forth
in the following table:
<TABLE>
<CAPTION>
Class B Percentage Class A Percentage
Nominee or Group Common Stock of Class(1) Common Stock of Class(1)
- - - ---------------- ------------ ------------- -------------- ------------
<S> <C> <C> <C> <C>
J. W. Boyer, Jr.......... -- -- 1,500 *
T. S. Cobb............... 27,260(2)(3) 1.98% -- --
J. R. Itin............... 65,261(2)(3) 4.72% -- --
D. E. Lyons.............. 700 * -- --
A. F. Smith.............. 117,534(2)(3) 8.44% 468(4) *
J. W. Stratton........... -- -- 2,500 *
J. A. Sutton............. 1,296 * 266 *
D. K. Wilson, Jr......... 825 * -- --
All officers and directors as a
group.................. 212,875(2)(3) 15.01% 4,734 *
- - - ---------------
<FN>
<F1>
(1) Asterisks indicate beneficial ownership of less than 1% of the outstanding
shares of the class.
<F2>
(2) Includes options held by Messrs. Cobb, Itin and Smith to purchase 15,750
shares, 25,125 shares and 34,000 shares, respectively, of Class B Common
Stock exercisable within 60 days.
<F3>
(3) Includes shares purchased on his behalf under the Company's Stock
Purchase Program from contributions made through December 31, 1993 and
the Payroll Stock Ownership portion of the Retirement Savings Plan.
<F4>
(4) Represents shares owned of record and beneficially by Mr. Smith's wife,
as to which shares he disclaims beneficial ownership.
</TABLE>
4
<PAGE>
Bankers Trust Company, 280 Park Avenue, New York, New York
10017 has advised the Company that at March 1, 1994 it held through
controlled nominees 956,395 shares of the Company's Class B Common
Stock, or 70.38% of the class then outstanding, as trustee on behalf
of employees pursuant to various employeebenefit plans of the Company.
D. EXECUTIVE COMPENSATION AND OTHER INFORMATION
BOARD COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Executive Development Committee of the Board assists the
Board in structuring compensation arrangements and incentive plans
for the officers and senior management of the Company. Decisions
on compensation and the grant of incentives are generally made by
the three-member Committee, each of whom is a non-employee
director. All decisions by the Committee relating to the
compensation and incentives for the Company's officers are
submitted to the full Board for ratification or revision. Set
forth below is the Committee's report on the 1993 compensation of
the Executive Officers of the Company, Mr. Smith, Chairman of the
Board and Chief Executive Officer during 1993, Mr. Cobb,
President, and Mr. Itin, Vice President--Finance.
Compensation Policies Toward Executive Officers
In December 1989, the Committee undertook an in-depth review
and revision of the Company's compensation policies for the
officers and management of the Company and its subsidiaries. During
that year, Sibson & Company, Inc., compensation consultants, had
studied and reported on the existing compensation practices
involved.
As a result, the Committee determined that, for 1990 and
subsequent years, the compensation policy of the Company would be
as follows:
. Salary will be the basic compensation mechanism.
. The Annual Incentive Bonus Program will be used to provide specific
growth oriented incentives and reward above normal performance.
. Grants of stock options will align management's interest with
shareholders' and encourage long-term investment and
interest in overall Company performance.
. Other programs will encourage ownership and retention of Company stock
by management personnel and employees generally.
The Committee applies these policies directly to the
Executive Officers, presidents of the subsidiary companies and
certain other management personnel. The Committee also reviews the
compensation policies and practices of the subsidiaries for
general alignment and appropriateness across and between
subsidiary units.
5
<PAGE>
Relationship of Performance Under Compensation Plans
Salaries
Each year the Committee examines the salaries of the officers
of the Company. These are compared with information available
about salaries in the Company's industry, inflation and the
performance of the individuals. If a salary increase is deemed
justified, it is recommended to the Board. In 1993, the Executive
Officers received an average salary increase of 4.3%, primarily as
an inflation adjustment, which was believed to be consistent with
industry increases. Mr. Smith's salary increase for that year was 2.6%.
Annual Bonus Program
In addition to the Executive Officers, the officers and key
management of the Company and its subsidiaries participate in an
annual bonus program. Under the program, incentive bonus awards
are made annually based on performance measured against
predetermined targets. Typically, 65-75% of the targets for
Executive Officers are based on financial results. In 1993, the
financial targets involved earnings per share of the Company and
aggregate earnings of selected subsidiaries. The remaining targets
dealt with other managerial goals stated as objectively as
possible. For 1993, bonuses for the Executive Officers were
awarded based on a modest increase in earnings of the targeted
subsidiaries, successful acquisitions and achieving certain of the
other strategic and operational goals.
In 1993, Mr. Smith had a bonus opportunity equal to 45% of his salary. He
was awarded a bonus of 15%; three-quarters of that amount was for
meeting certain of the nonfinancial criteria. The balance
reflected increased aggregate earnings of the selected
subsidiaries.
Stock Incentive Plan
In 1993, stock options were granted to more than 100
employees, managers and officers of the Company and its
subsidiaries. The Executive Officers and two others each received
options potentially exercisable for 2,500 shares of the Company's
common stock. The options granted to Mr. Smith were less than 5%
of the total options granted. The grants are based primarily on
each recipient's position and performance. Options become
exercisable based upon criteria established by the Committee. The
options granted for 1993 cannot be exercised for two years
following the grant and are exercisable in each of the subsequent
three years. The exercise price for each option was based at the
market price of the stock at the time the option was granted.
It is the intent of the Company that stock purchased as a
result of exercise of any such options will be held as a long-term
personal asset. The Company believes that this will better align
management's interest with shareholders in the future performance
of the Company.
6
<PAGE>
EXECUTIVE DEVELOPMENT COMMITTEE
JOHN W. BOYER, JR., CHAIRMAN JAMES W. STRATTON JAMES A. SUTTON
PERFORMANCE GRAPH
The following graph shows the cumulative total stockholder return on the
Company's common stock over the last five fiscal years as compared
to the returns of the NASDAQ Market Index and those companies
contained within the Standard Industry Code 8711-Engineering
Services which must file an Annual Report with the Securities and
Exchange Commission and are publicly traded. The graph assumes
$100 was invested on December 31, 1988 in each company involved
and all dividends are reinvested.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
[Graph is incorporated by reference to the Company's Form SE, dated
April 4, 1994.]
7
<PAGE>
SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION
The following table shows, for fiscal 1991, 1992 and 1993, the cash
compensation paid by the Company, as well as other compensation
paid or accrued for those years, to the Executive Officers of the
Company in all capacities in which they served:
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
LONG-TERM
COMPENSATION
-----------------
ANNUAL SECURITIES
NAME AND COMPENSATION UNDERLYING ALL OTHER
PRINCIPAL POSITION YEAR ($)SALARY ($)BONUS OPTIONS/SAR'S(1) ($)COMPENSATION
- - - --------------------------------------- --------- ---------- ---------- ----------------- ---------------
<S> <C> <C> <C> <C> <C>
A.F. Smith............................. 1993 $ 414,627 $ 63,200 2,500 $46,655(3)
Chairman of the Board(2) 1992 404,617 123,575 2,500 32,316
1991 394,646 27,700 1,500 29,962
T.S. Cobb.............................. 1993 $ 284,538 $ 30,700 2,500 $ 17,733(3)
President & Chief 1992 268,250 51,480 2,500 9,991
Executive Officer 1991 258,557 32,000 2,000 17,519
J.R. Itin.............................. 1993 $ 262,515 $ 44,000 2,500 $ 35,176(3)
Vice President & Chief 1992 250,000 83,850 2,500 27,903
Financial Officer 1991 236,769 19,000 2,000 36,041
- - - ---------------
<FN>
<F1>
(1) See Note 1 to 1993 Stock Option Grants table below.
<F2>
(2) Mr. Smith was President and Chief Executive Officer of the Company during
fiscal 1993.
<F3>
(3) Includes: (a) for Mr. Smith, Mr. Itin and Mr. Cobb, Company contributions of
$16,005, $16,062 and $14,853 to their respective accounts under the
Company's Retirement Savings Plan and $2,030, $2,017 and $2,880 to their
respective accounts in the Company's Stock Purchase Program
and (b) for Mr. Smith and Mr. Itin, $16,986 and $6,374,
respectively, as the above market portion of interest credits
on salary deferred under a deferred compensation arrangement
with the Company.
Also includes for Mr. Smith and Mr. Itin: (a) $11,634 and
$8,726, respectively, in cash and Company matching
contributions of stock under the Stock Bonus Purchase Plan,
and (b) for Mr. Itin $1,997 for split dollar insurance policy
premiums.
</TABLE>
8
<PAGE>
STOCK OPTIONS
The following table contains information concerning
the stock options granted to Executive Officers during 1993
under the Company's 1989 Stock Option Plan:
<TABLE>
<CAPTION>
1993 OPTIONS/SAR GRANTS IN LAST FISCAL YEAR
INDIVIDUAL GRANTS
-------------------------------------------------------- POTENTIAL REALIZABLE
PERCENT OF VALUE AT ASSUMED
NUMBER OF TOTAL ANNUAL RATES OF
SECURITIES OPTIONS/SAR's STOCK PRICE
UNDERLYING GRANTED TO APPRECIATION FOR
OPTIONS/SAR'S EMPLOYEES IN EXERCISE PRICE EXPIRATION OPTION TERM
NAME GRANTED(1) 1993 PER SHARE DATE 5% 10%
---- ------------- ------------ -------------- ---------- ------ --------
<S> <C> <C> <C> <C> <C> <C>
A.F. Smith...................... 2,500 3.4% $ 21.00 3/12/98 $ 14,505 $ 32,052
T.S. Cobb....................... 2,500 3.4% 21.00 3/12/98 14,505 32,052
J.R. Itin....................... 2,500 3.4% 21.00 3/12/98 14,505 32,052
- - - ---------------
<FN>
<F1>
(1) All options have been granted under the 1989 Gilbert Stock Option Plan. The
exercise price is the fair market value of the stock on the date of grant.
Options may not be exercised for two years following the date
of grant and are then exercisable for three years.
</TABLE>
AGGREGATE OPTION EXERCISES AND YEAR-END VALUES
The following table shows stock options exercised by
Executive Officers during 1993, including the aggregate value of
any gains on the date of exercise. In addition, this table
includes the number of shares covered by both exercisable and non-
exercisable stock options as of December 31, 1993. Also
reported are the values for "in-the-money" options which represent
the positive spread between the exercise price of outstanding
stock options and the year-end price of Company common stock.
9
<PAGE>
<TABLE>
<CAPTION>
AGGREGATE STOCK OPTION/SAR EXERCISES IN 1993,
AND OPTION/SAR VALUES AS OF DECEMBER 31, 1993
NO. OF SHARES COVERED BY VALUE OF UNEXERCISED IN-THE-MONEY
UNEXERCISED OPTIONS STOCK OPTIONS/SAR's
AT 12/31/93 AT 12/31/93(2)
-------------------------- ----------------------------------
SHARES ACQUIRED ON VALUE NOT NOT
NAME EXERCISE REALIZED EXERCISABLE EXERCISABLE(1) EXERCISABLE EXERCISABLE(1)
- - - ------------------- ------------------- ---------- ----------- -------------- ----------- ---------------
<S> <C> <C> <C> <C> <C> <C>
A.F. Smith......... -- -- 31,500 5,000 98,438 --
T.S. Cobb.......... -- -- 13,250 5,000 0 --
J.R. Itin......... -- -- 22,625 5,000 65,625 --
- - - ---------------
<FN>
<F1>
(1) As of January 1, 1994. Future exercise is subject to continued
employment by the Company for up to three years, subject to
acceleration for retirement, death or total disability.
<F2>
(2) Amounts reflect the December 31, 1993 market price of the
Company's common stock less the exercise price.
</TABLE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Mr. Smith, an Executive Officer of the Company in 1993, and
Mr. Stratton, a director of the Company and a member of its
Executive Development Committee, serve on the Boards of Directors
of three mutual funds, Stratton Growth Fund, Inc., Stratton
Monthly Dividend Shares, Inc. and Stratton Small Cap Yield Fund,
of which Mr. Stratton is Chairman of the Board and Chief
Investment Officer.
EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT ARRANGEMENTS
The Company has no formal contracts of employment with its
Executive Officers. In 1989, the Board of Directors adopted a
Benefit Equalization Plan which provides Messrs. Smith, Itin and
others with supplemental retirement income. Payments under the
Plan are made only to the extent that income from Social Security,
the Company-paid portions of Company retirement plans, and
retirement plans of other employers do not equal 50% of an
individual's average annual salary for the three highest paid
years. The estimated annual benefits under this Plan for Mr. Smith
and Mr. Itin at normal retirement age are $54,766 and $86,983,
respectively. The Plan is unfunded and terminates for an
individual upon termination of employment for any reason other
than retirement, death or disability.
The Benefit Equalization Plan and the deferred compensation
arrangement described in Note 3 to the Summary Compensation Table
provide that, in the event of a change of control of the Company,
10
<PAGE>
as defined in such plan, the payments due to Messrs. Smith and
Itin will be accelerated. The accelerated payments are essentially
the present value of the stream of payments which would have been
made had there been no such change of control.
DIRECTOR COMPENSATION
Each Board member, other than officers of the Company or its
subsidiaries, receives an annual retainer of $15,000; committee
chairmen receive an additional $8,000. Each such director also
receives $700 for each committee or Board meeting attended.
Directors may, at their election, defer receipt of payment of
directors' fees. Deferred directors' fees accrue interest at the
prime rate of interest charged by Chemical Bank.
2. PROPOSAL TO RATIFY THE SELECTION OF COOPERS & LYBRAND BY THE BOARD
OF DIRECTORS AS INDEPENDENT AUDITORS FOR THE YEAR 1994
The Board of Directors has selected the firm of Coopers &
Lybrand, independent accountants, to audit the accounts of the
Company for the year 1994 and requests that such selection be
ratified by majority vote of those Class B stockholders voting
upon ratification. Although submission to stockholders of the
appointment of the independent auditors is not required by law,
the Board of Directors, in accordance with its long-standing
policy of seeking annual stockholder ratification of the selection
of auditors, believes it appropriate that such selection be
ratified by the stockholders. The firm has acted as auditors for
the Company for many years. The Company has been advised that
neither that firm nor any of its partners has any material direct
or indirect relationship with the Company or its subsidiaries.
A representative of the firm of Coopers & Lybrand will attend
the meeting, will have an opportunity to make a statement if he
desires to do so, and will be available to respond to appropriate
questions at the meeting.
STOCKHOLDER PROPOSALS
If a holder of Class B Common Stock has a proposal which he
or she intends to present at the 1995 Annual Meeting, it must be
received by the Company on or before December 8, 1994 in order to
be considered for inclusion in the Company's Proxy Statement and
Proxy for the meeting. Stockholder proposals should be submitted
to Thomas F. Hafer, Secretary of the Company, at the address
indicated on the first page of this Proxy Statement.
11
<PAGE>
OTHER MATTERS
The Board of Directors does not intend to bring any other
matter before the meeting and is not informed of any other
business which others may bring before the meeting. However, if
any other matters should properly come before the meeting, or any
adjournment thereof, it is the intention of the persons named in
the accompanying Proxy to vote on such matters as they, in their
discretion, may determine.
The Company will pay all costs of soliciting Proxies in the
accompanying form. Solicitation will be made by mail, and officers
and regular employees of the Company may also solicit Proxies by
telephone, telecopy or personal interview.
By order of the Board of Directors,
THOMAS F. HAFER,
Secretary
April 7, 1994
12
<PAGE>
GILBERT ASSOCIATES, INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR ANNUAL MEETING--APRIL 29, 1994
The undersigned hereby appoints ALEXANDER F. SMITH, TIMOTHY S.
COBB, and JAMES R. ITIN, and each of them, with full power of
substitution, attorneys and proxies to represent the undersigned
at the Annual Meeting of stockholders of Gilbert Associates, Inc.
to be held on Friday, April 29, 1994, and at any adjournment
thereof, and thereat to vote all shares of Class B Common Stock
that the undersigned would possess if personally present:
(INSTRUCTION: PLEASE MARK YOUR CHOICE /X/ IN DARK INK.)
(a) for the election of all of the nominees for director, as to which
authority to vote is hereby
/ / GRANTED for all (except as marked / / WITHHELD from all
to the contrary below)
Please use boxes below only to WITHHOLD your vote from an
individual nominee(s).
Withheld Withheld
- - - --------- ---------
/ / J. W. BOYER, JR. / / A. F. SMITH
/ / T. S. COBB / / J. W. STRATTON
/ / J. R. ITIN / / J. A. SUTTON
/ / D. E. LYONS / / D. K. WILSON, JR.
(continued and to be signed on the reverse side)
<PAGE>
(INSTRUCTION: PLEASE MARK YOUR CHOICE /X/ IN DARK INK.)
(b) / / FOR / / AGAINST / / ABSTAIN the proposal to ratify
the selection by the Board of Directors of Coopers &
Lybrand as independent auditors for the year 1994; and
(c) in their discretion upon such other matters as may properly
come before the meeting; all as set forth in the Notice of
Meeting and Proxy Statement, dated April 7, 1994, receipt of
which is hereby acknowledged.
UNLESS OTHERWISE INDICATED, THIS PROXY WILL BE VOTED IN FAVOR OF
THE ELECTION OF ALL OF THE NOMINEES FOR DIRECTOR AND "FOR" THE
PROPOSAL REFERRED TO ABOVE.
Dated........................., 1994
....................................
(Signature of Stockholder)
Please sign above exactly as your
name appears on the certificate
representing your shares of Class B
Common Stock.
....................................
(Print Name as Signed Above)
