SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. - 20549
_________________________
FORM 10-Q/A No. 2
(Mark One)
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT
OF 1934
For the Quarterly Period Ended June 30, 1995
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
Commission File No. 0-12588
_________________________
GILBERT ASSOCIATES, INC.
(Exact name of registrant as specified in its charter)
Delaware 23-2280922
(State of Incorporation) (IRS Employer
Identification No.)
P.O. Box 1498, Reading, Pennsylvania 19603
(Mailing address of principal executive offices) (Zip Code)
(610) 775-5900
(Registrant's telephone number, including area code)
_________________________
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes X No
Class A Class B
Number of shares of each class of
common stock outstanding as of
June 30, 1995 (excluding 2,508,419
Class A treasury shares): 5,988,624 488,257
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Part II. Other Information (Amended for Item 4(c) below)
Item 4. Submission of Matters to a Vote of Security Holders
(c) At a special meeting of shareholders held on June 16, 1995,
the sale of all of the stock of the registrant's principal
subsidiary, Gilbert/Commonwealth, Inc., to The
Parsons Corporation was approved as follows:
For 1,160,340
Against 48,312
Abstain 6,275
Not Voted 51,866
SIGNATURES
Pursuant to the requirements of the Securities 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.
Paul H. Snyder
Vice President and
Chief Financial Officer
Date: August 22, 1995
