SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 or 15(d) of THE SECURITIES EXCHANGE ACT OF
1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): JUNE 5, 1996
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) 856-5500
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(Registrant's telephone number, including area code)
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GILBERT ASSOCIATES REDEFINES CORPORATE STRATEGY TO FOCUS
EXCLUSIVELY ON TELECOMMUNICATIONS MARKET
Company to Pursue Options and Valuation of Technical Services
Segment
Reading, PA -- June 5, 1996... Gilbert Associates, Inc.'s
(Nasdaq/NMS:GILBA) Board of Directors today announced that the
Company has begun to explore strategic options for its technical
services segment which is composed of Falls Church, Va.-based SRA
Technologies ("SRA") and Vienna, Va.-based Resource Consultants,
Inc. ("RCI"). Tucker Anthony, Inc., the Boston-based investment
banking and securities firm, has been retained to evaluate SRA.
The Company is in discussions with several investment bankers
about valuation and alternatives for RCI. The decision to
explore strategic options for its technical services businesses
is a major initiative in the continuing development of the
Company's strategic plan.
Also, as previously disclosed, the Company is continuing to
explore options for monetizing its substantial real estate
holdings. Alternatives could include an outright sale, a spin-
off or leveraging.
Final decisions and the execution of plans for the three
operations could take up to one year to complete. In the
interim, and until definite decisions are made, operations at SRA
and RCI, along with the Company's real estate division, will
continue normally and their results will be included in ongoing
operations.
Timothy S. Cobb, President and Chief Executive Officer of
Gilbert Associates commented, "Subsequent to our transition away
from the declining power engineering market, which we
successfully accomplished through the 1995 sale of
Gilbert/Commonwealth and the wind-down of United Energy Services
Corporation this year, we decided to concentrate our efforts on
our two remaining business segments, telecommunications and
technical services.
After operating in this environment for some time, it is now
clear to us that the most effective method to maximize
shareholder return will be for the Company to focus exclusively
on the high growth telecommunications market. Specifically, we
plan to focus our efforts and substantial investments on network
equipment, design and service, where the annual industry growth
rate is currently approximately 30%."
Mr. Cobb continued, "This decision was not an easy one,
since SRA and RCI, along with our real estate holdings, are all
solid performers. But recent favorable changes in the market for
government contracting firms and suburban office real estate,
along with the increasingly attractive acquisition opportunities
in telecommunications, necessitated the timing and shift in
direction. Our investors should now have a clearer vision of
where we are heading and our approach to get us there."
With two leading telecommunications products manufacturers,
Reading, PA-based GAI-Tronics Corporation and Aurora, Colorado-
based XEL Communications, Gilbert currently operates in the $800
million industrial telecommunications market and the $19 billion
network equipment market. GAI-Tronics' specialized equipment for
rugged environments is currently used by customers such as
Phillips Petroleum, Arco Chemical, Israel Electric, Dow Chemical,
Con Edison and DuPont. GAI-Tronics, through its IAI division, is
a major supplier of wireless products to Motorola's Mobile Radio
Division. XEL's customer base includes GTE, all seven regional
bell operating companies, as well as United Telephone.
Internationally, XEL serves Canada and Mexico, where its chief
customer is TELMEX.
SRA and RCI Background Information
SRA Technologies provides specialized contract research,
analysis and management services to government and commercial
clients in the biomedical science, environmental and energy-
related markets. It is also one of the nation's top viral
diagnostic laboratories. RCI serves federal government agencies
and the private sector through a wide variety of professional and
technical services. The company's specialties include human
resource management, engineering services, information technology
and logistics support. Together, SRA and RCI comprised 49% of
Gilbert Associates' 1996 first quarter revenues and are expected
to account for nearly 46% of total 1996 revenues.
Reading, Pennsylvania-based, Gilbert Associates, Inc. is a
holding company whose subsidiaries operate in the
telecommunications and technical services markets.
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.
(Registrant)
/s/Paul H. Snyder
Paul H. Snyder
Vice President and
Chief Financial Officer
Date: June 7, 1996
