SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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): April 23, 1997
GILBERT ASSOCIATES, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-12588 23-2280922
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organizational) File Number) Identification
No.)
P. O. BOX 1498, READING, PENNSYLVANIA 19603
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (610) 856-5500
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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.
Date: April 23, 1997
/s/Paul H. Snyder
Paul H. Snyder
Senior Vice President and
Chief Financial Officer
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GILBERT ASSOCIATES ANNOUNCES COMPLETION OF ACQUISITION OF TEC
CELLULAR AND AGREEMENT TO ACQUIRE DAC LTD.
On April 22, 1997, Gilbert Associates (Nasdaq/NMS:GILBA)
announced that it successfully completed the acquisition
of the stock of Melbourne, Florida-based TEC Cellular,
Inc. The approximate $14 million transaction will be accounted for as
a purchase. TEC Cellular, a provider of software and engineering
services for the wireless communications industry, will become a
division of SAFCO Technologies, Inc., Gilbert's primary entry in the
global wireless communications market. As previously indicated,
Gilbert expects that the effect of TEC Cellular on earnings per share
will be neutral to slightly accretive in 1997 and accretive by $.10 -
$.15 in 1998.
In connection with the TEC Cellular acquisition, Gilbert
Associates expects to incur a net after tax non-cash charge in the
range of $5.5 - $7.5 million in the second quarter of fiscal year
1997 for the write down of in-process research and development.
Gilbert also announced that it has executed a definitive
agreement to purchase all of the outstanding stock of Burton Upon
Trent, England-based DAC Ltd. from Ropner PLC, a subsidiary of Jacobs
Holdings PLC. DAC Ltd. is a designer, manufacturer and marketer of
ruggedized communications systems for the mining, energy and
transportation industries in the U.K., Europe, Australia and South
Africa. At closing, DAC Ltd. would become a unit of GAI-Tronics
Corporation, Gilbert's primary company serving the global industrial
communications market. The acquisition is expected to be consummated
on or before April 30, 1997 and is subject to customary closing
conditions.
When the acquisition of DAC Ltd. is completed, Gilbert will pay
Ropner PLC approximately 3 million pounds. The transaction is
expected to be neutral to Gilbert's earnings per share in 1997 and
slightly accretive in 1998.
DAC Ltd.'s primary products include specialized industrial
telephones for use in harsh environments such as roadsides, railroads
and oil and gas exploration and processing. The company also makes
and markets systems used for operational and safety communications in
the mining industry.
Timothy Cobb, Chairman and CEO of Gilbert Associates,
commented, "DAC Ltd. complements our current industrial
communications segment well. DAC's expertise with the IEC
(international electrical code) requirements will greatly facilitate
our entry into the industrial communications markets influenced by
European standards. We also plan to introduce several of DAC's
products to the Americas including the U.S."
Gilbert Associates, Inc. is a leading telecommunications
equipment and services company with segments that support public,
private and wireless communication network operators.
Statements made in this press release which are not historical,
including statements regarding product demonstration, product
capabilities markets, earnings and closing capabilities are forward
looking statements and as such are subject to a number of risks.
Please see the company's 1996 10K and other reports filed pursuant to
the Securities Exchange Act of 1934 for additional disclosure
regarding such risk factors.
