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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
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FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 or 15(d) of THE SECURITIES EXCHANGE ACT OF
1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): March 2, 1995
GILBERT ASSOCIATES, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-12588 23-2280922
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(State of Incorporation) (Commission File No.) (IRS Employer I.D. No.)
P.O. Box 1498, Reading, Pennsylvania 19603
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(Mailing address of principal executive offices) (Zip Code)
(610) 775-5900
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(Registrant's telephone number, including area code)
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Item 7: Financial Statements, Pro Forma Financial Information and Exhibits
(a) and (b) Financial Statements and Pro Forma Financial Information
None.
(c) Exhibits:
99. News Release, dated March 2, 1995, describing the proposed sale
of Gilbert/Commonwealth, Inc.
Note: The Form 8-K filed March 2, 1995 is amended only to
include the conformed signature of the Vice President
and Chief Financial Officer. There has been no change
to the information previously filed.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Gilbert Associates, Inc.
(Registrant)
/s/J.R. Itin
J.R. Itin
Vice President and
Chief Financial Officer
Date: March 2, 1995
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News Release
Gilbert Associates, Inc.
P.O. Box 1498, Reading, PA 19603
(610) 775-5900 FAX (610) 775-5047
FOR IMMEDIATE RELEASE March 2, 1995
FOR FURTHER INFORMATION: Timothy S. Cobb, President/CEO
James R. Itin, VP/CFO
GILBERT TO SELL GILBERT/COMMONWEALTH, INC.,
FOCUS RESOURCES ON OTHER BUSINESS AREAS
READING, PA -- Signaling a "refocusing and redirection" of its
business base, Gilbert Associates, Inc. (NASDAQ: GILBA) today
announced that it signed an agreement in principle to sell its
Gilbert/Commonwealth, Inc., subsidiary to The Parsons
Corporation, Pasadena, CA.
Under terms of the proposed transaction, Parsons would pay
Gilbert a purchase price of $46 million for the design
engineering firm. The proposal is subject to approval by
Gilbert's voting (Class B) shareholders and regulatory
authorities.
Parsons, a large, privately-held international engineering and
construction organization, plans to continue operating
Gilbert/Commonwealth from its current Reading, PA, location.
Gilbert/Commonwealth, a 1,400-employee company, specializes in
power generation engineering.
Gilbert Associates President and CEO Timothy S. Cobb termed the
proposed transaction "a true 'win-win-win' situation: Gilbert
shareholders will benefit from redirection of corporate resources
into higher growth areas; Gilbert/Commonwealth employees will
become part of a large, successful engineering and construction
organization with substantial resources; and Parsons will gain a
fine company at a fair price."
He said that the sale would provide Gilbert Associates with
capital and flexibility to pursue avenues outside of its
traditional engineering base.
"The proposed sale represents a strategic opportunity to reduce
our heavy dependence on the domestic utility business and to
leverage and reallocate our resources into higher growth market
sectors where we can be successful," Cobb explained. Gilbert's
earnings have been hit in recent years by declines in the
domestic power generation market -- particularly nuclear.
The company president said Gilbert is looking to expand its
position in communications and services -- "areas we know and
have a position in." Gilbert's other operating subsidiaries
include communications equipment manufacturer GAI-Tronics
Corporation, Reading, PA; SRA Technologies, a supplier of
clinical laboratory and environmental services in Falls Church,
VA; Resource Consultants, Inc., Vienna, VA, a supplier of
professional services to government agencies; and United Energy
Services Corp., Atlanta, an operations engineer. Green Hills
Management Co. is its real estate and facilities management
company.
Parsons, one of the world's largest engineer-constructors, has a
strong position in such areas as chemicals/petrochemicals,
environmental, transportation and hazardous waste.
