SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
- - - - - - - - - -
FORM 10-K/A
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the Fiscal Year Ended January 3, 1997
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
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 or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
P.O. Box 1498, Reading, Pennsylvania 19603
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area (610) 856-5500
Securities registered pursuant to Section 12 (g) of the Act:
Class A Common Stock, par value $1.00 per share
(Title of Class)
Class B Common Stock, par value $1.00 per share
(Title of Class)
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
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. x
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PART III
Item 10. Directors and Executive Officers of the Registrant
The names, ages and present positions of the directors and executive
officers of 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. . . . . . . 68 Director 1984
Timothy S. Cobb . . . . . . . . 55 Chairman of the Board, President 1993
Chief Executive Officer and Director
Thomas F. Hafer . . . . . . . . 48 Senior Vice President, General Counsel ----
and Secretary
Robert E. LaBlanc . . . . . . . 63 Director 1997
Donald E. Lyons . . . . . . . . 67 Director 1989
Alexander F. Smith . . . . . . 68 Director 1970
Paul H. Snyder . . . . . . . . 50 Senior Vice President, Chief 1995
Financial Officer and Director
James A. Sutton . . . . . . . . 62 Director 1986
Donald K. Wilson, Jr. . . . . . 61 Director 1990
</TABLE>
Mr. Boyer has been a director of the Company since 1984. Mr. Boyer retired
in May 1993 as Chairman of Philadelphia Suburban Corporation whose principal
subsidiary, Philadelphia Suburban Water Company, is a regulated water utility.
Mr. Boyer served in various senior executive positions with that company since
1981. He is a director of Philadelphia Suburban Corporation, Betz Laboratories,
Inc. and Rittenhouse Trust Company. Since 1993, Mr. Boyer has been Distinguished
Visiting Professor of Finance, Eastern College, St. Davids, Pennsylvania.
Mr. Cobb has been Chairman of the Board since July 1995, Chief Executive
Officer of the Company since March 1994 and President and Chief Operating Officr
of the Company since 1993. Mr. Cobb has been a director of the Company since
1993. He served as President of Gilbert/Commonwealth, Inc., then a subsidiary of
the Company, from January 1991 to September 1993 and as President of
GAI-Tronics, a subsidiary of the Company, from June 1988 to December 1990.
Mr. Hafer was appointed Vice President of the Company in September 1995 and
Senior Vice President in February 1997. He has served as General Counsel and
Corporate Secretary of the Company since February 1994. Mr. Hafer has been
President of Green Hills Management Company, a division of the Company, since
September 1993. He served as Vice President of Green Hills Management Company
from February 1991 through September 1993.
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Mr. LaBlanc has been a director of the Company since 1997. Mr. LaBlanc has
served as President of Robert E. LaBlanc Associates, an information technologies
consulting and investment banking firm, since 1981. Prior to that, he was Vice
Chairman of Continental Telecom, Inc., a major telecommunications services
company now merged with GTE. Mr. LaBlanc began his career in the former Bell
System and served as telecommunications analyst and general partner with Salomon
Brothers, Inc., before joining Continental.
Mr. Lyons has been a director of the Company since 1989. For five years
prior to his retirement in 1987, Mr. Lyons served as Chief Executive Officer and
President of the Power Systems Group of Combustion Engineering, Inc., a supplier
of technology, equipment and services to the power and process industries. Mr.
Lyons is also Chairman of the Board of CANISCO Resources, Inc.
Mr. Smith has been a director of the Company since 1970. For more than five
years prior to his retirement as President in October 1993 and as Chief
Executive Officer of the Company in March of 1994, Mr. Smith served as President
and Chief Executive Officer of the Company. Mr. Smith also serves as a director
of Stratton Monthly Dividend Shares, Inc., Stratton Growth Fund, Inc. and
Stratton Small Cap Yield Fund.
Mr. Snyder was appointed Vice President of the Company in September 1995
and Senior Vice President in February 1997. He has been Chief Financial Officer
of the Company since August 1995. Mr. Snyder has been a director of the Company
since 1995. He served as Vice President and Chief Financial Officer of The
Dreyfus Corporation from August 1994 until joining the Company. For more than
five years prior to joining Dreyfus, Mr. Snyder served as Senior Vice President
and Chief Financial Officer of Mellon PSFS.
Mr. Sutton has been a director of the Company since 1986. Mr. Sutton is the
retired Chairman and CEO of UGI Corporation, a diversified Pennsylvania-based
natural gas and electric utility with non-utility operations in energy and
propane. He has served in various executive positions with UGI since 1982. Mr.
Sutton is also a retired Chairman of Amerigas Propane Inc.
Mr. Wilson has been a director of the Company since 1990. Mr. Wilson
retired in 1994 as 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. He is presently serving as a consultant with American Phoenix
Corporation of Connecticut.
Item 11. Executive Compensation and Other Information
Summary of Cash and Certain Other Compensation
The following table shows, for fiscal 1996, 1995 and 1994, the cash
compensation paid by the Company, as well as other compensation paid or accrued
for those years, to the Company's Chief Executive Officer and the other
executive officers who earned in excess of $100,000 during fiscal 1996 (the
"Named Executive Officers"), in all capacities in which they served:
3
<PAGE>
Summary Compensation Table
<TABLE>
<CAPTION>
Long-Term Compensation
-----------------------------
Awards
Annual -----------------------------
Compensation Restricted Securities
Name and ----------------------- Stock Underlying All Other
Principal Position Year ($)Salary ($)Bonus Awards($) Options/SAR's(1) ($)Compensation
------------------ ---- --------- -------- ---------- ---------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
T. S. Cobb . . . . . . . 1996 $389,423 $390,000 $231,250(4) 37,000 $28,846(2)
President & Chief 1995 374,998 95,700 60,000 28,904
Executive Officer 1994 358,762 77,000 10,000 13,904
P. H. Snyder . . . . . . 1996 $199,615 100,000 75,000(4) 12,000 32,800(2)(3)
Sr. Vice President & 1995 89,423 60,000 10,000 10,357
Chief Financial Officer 1994 -- -- -- --
T. F. Hafer . . . . . . 1996 $194,615 97,500 75,000(4) 12,000 23,846(2)
Sr. Vice President, General 1995 169,808 50,200 14,000 23,904
Counsel & Secretary 1994 147,389 27,000 1,500 12,173
</TABLE>
- ------------
(1) See Note 1 to 1996 Stock Option Grants table below.
(2) Includes: (a) for Mr. Cobb, Mr. Snyder, and Mr. Hafer, Company
contributions of $10,500, to each of their accounts under the Company's
Retirement Savings Plan and $3,346, $2,976 and $3,346, respectively, to
their accounts in the Company's Stock Purchase Program; (b) for Mr. Cobb,
Mr. Snyder and Mr. Hafer, taxable expense reimbursements of $15,000,
$10,000 and $10,000, respectively.
(3) Includes $9,324, representing the value of bonus shares acquired in
connection with Mr. Snyder's participation in the Company's Stock Bonus
Purchase Program.
(4) The restricted shares were the first issued by the Company. Mr. Cobb
received 18,500 shares, Mr. Snyder 6,000 shares and Mr. Hafer 6,000 shares.
The stock will vest and be distributed at the end of ten years or, if
certain earnings per share goals are met for 1996-1998, at the end of 1998.
Regular dividends on the stock will be held by the Company and distributed
when the stock vests. The aggregate value of the shares at the end of
fiscal 1996 was $263,625 for Mr. Cobb and $85,500 each for Mr. Snyder and
Mr. Hafer.
4
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Stock Options
The following table contains information concerning the stock options
granted to the Named Executive Officers during fiscal 1996 under the Company's
1996 Long Term Incentive Plan:
1996 Options/SAR Grants in Last Fiscal Year
<TABLE>
<CAPTION>
Potential Realizable
Individual Grants Value at Assumed
Percent of ---------------------------- Annual Rates of
Number of Total Stock Price
Securities Options/SAR's Appreciation for
Underlying Granted to Option Term ($)
Options/SAR's Employees in Exercise Price Expiration --------------------
Name Granted(1) 1996 Per Share ($) Date 5% 10%
---- ------------- ------------- ------------- ---------- -- ---
<S> <C> <C> <C> <C> <C> <C>
T. S. Cobb 37,000 22.1% 12.50 3/15/06 290,864 737,106
T. F. Hafer 12,000 7.2 12.50 3/15/06 94,334 239,061
P. H. Snyder 12,000 7.2 12.50 3/15/06 94,334 239,061
</TABLE>
- -------------
(1) All options have been granted under the 1996 Long Term Incentive Plan. The
exercise price is the fair market value of the stock on the date of grant.
Aggregate Option Exercises and Year-End Values
The following table shows stock options exercised by the Named Executive
Officers during fiscal 1996, 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 January 3, 1997.
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.
5
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Aggregate Stock Option/SAR Exercises in 1996,
and Option/SAR Values as of January 3, 1997
<TABLE>
<CAPTION>
Value (in $) of Unexercised
No. of Shares Covered by In-The-Money Stock
Unexercised Options Options/SAR's
at 1/3/97 at 1/3/97 (2)
Shares ----------------------------- ---------------------------
Acquired Value Not Not
Name on Exercise Realized Exercisable Exercisable(1) Exercisable Exercisable(1)
---- ----------- -------- ----------- -------------- ----------- --------------
<S> <C> <C> <C> <C> <C> <C>
T. S. Cobb ---- ---- 10,700 101,300 ---- 147,250
T. F. Hafer ---- ---- 2,750 26,000 ---- 40,250
P. H. Snyder ---- ---- ---- 22,000 ---- 43,500
</TABLE>
- ------------
(1) Future exercise is subject to continued employment by the Company for at
least two years from the date the options were granted, subject to
acceleration for retirement, death or total disability.
(2) Amounts reflect the January 3, 1997 market price of the Company's common
stock ($14.25) less the exercise price.
Compensation Committee Interlocks
There are no Compensation Committee interlocks.
Employment Contracts and Termination of Employment Arrangements
The Company has no formal contracts of employment with its Named Executive
Officers.
Director Compensation
Each Board member, other than officers of the Company, receives an annual
retainer of $18,000; committee chairmen receive an additional $5,000. Each such
director also receives $1,000 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 a major New York money center bank.
In 1996, the Board adopted and the stockholders approved, the Directors'
Stock Option Plan. Under the terms of that plan, each non-employee Board member
may elect to receive stock options in lieu of all or a specified portion of his
annual retainer to be earned during that year.
6
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Item 12. Beneficial Ownership of Equity Securities by Certain Persons
As of February 15, 1997, the number and percentage of equity securities of
the Company beneficially owned by (i) each of the directors, (ii) each Named
Executive Officer, (iii) all executive officers and directors of the Company as
a group and (iv) each stockholder who is known by the Company to own
beneficially more than five percent (5%) of the Company's outstanding voting
common stock are set forth in the following table:
<TABLE>
<CAPTION>
Class B Percentage Class A Percentage
Individuals Common Stock of Class (1) Common Stock of Class(1)
----------- ------------ ------------ ------------ -----------
<S> <C> <C> <C> <C>
J. W. Boyer, Jr. . . . . . . . . . . . --- --- 1,500 *
T. S. Cobb . . . . . . . . . . . . . . 85,975(2)(3)(4) 15.9% --- ---
T. F. Hafer . . . . . . . . . . . . . 29,436(2)(3)(4) 5.6 --- ---
D. E. Lyons . . . . . . . . . . . . . 2,960 * --- ---
A. F. Smith . . . . . . . . . . . . . 66,202 12.6 3,416(5) *
P. H. Snyder . . . . . . . . . . . . . 32,402(3)(4) 6.2 --- ---
J. A. Sutton . . . . . . . . . . . . . 2,166 * 266 *
D. K. Wilson, Jr. . . . . . . . . . . 1,895 * --- ---
All executive officers, directors
as a group . . . . . . . . . . . . . 221,036 40.7 5,182 *
Merrill Lynch & Company (6) 242,401 46.2 126,106 2.2%
R. S. Newlan 39,649(7) 7.4 --- ---
G. E. Troendle 48,551(7) 9.1 --- ---
</TABLE>
- -------------
(1) Asterisks indicate beneficial ownership of less than 1% of the outstanding
shares of the class.
(2) Includes options held by Mr. Cobb and Mr. Hafer to purchase 15,000 shares
and 2,750 shares, respectively, of Class B Common Stock exercisable within
60 days.
(3) Includes shares purchased through February 15, 1997 on behalf of Mr. Cobb,
Mr. Snyder and Mr. Hafer under the Company's Stock Purchase Program and
shares for Mr. Hafer from contributions to the Payroll Stock Ownership
portion of the Retirement Savings Plan.
(4) Includes awards through February 15, 1997 of 38,500 shares of restricted
stock for Mr. Cobb and 13,500 shares of restricted stock each for Mr.
Snyder and Mr. Hafer.
(5) Includes 468 shares owned of record and beneficially by Mr. Smith's wife,
as to which shares he disclaims beneficial ownership.
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(6) Merrill Lynch & Company, 265 Davidson Avenue, Somerset, NJ 08873, holds
through controlled nominees shares of the Company's Class B and Class A
Common Stock as trustee on behalf of present and past employees pursuant to
various employee benefit plans of the Company.
(7) The shares owned by R.S. Newlan and G.E. Troendle, respectively, President
and Executive Vice President of Resource Consultants, Inc., 1960 Gallows
Road, Vienna, Virginia 22182, a subsidiary of the Company, include (i)
options held by Messrs. Newlan and Troendle to purchase 12,625 shares and
10,075 shares, respectively, of Class B Common Stock exercisable within 60
days and (ii) shares purchased through February 15, 1997 on each of their
behalves under the Company's Stock Purchase Program and the Resource
Consultants, Inc. 401K Profit Sharing Plan.
Item 13. Certain Relationships and Related Transactions
None.
8
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SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
GILBERT ASSOCIATES, INC.
By: /s/ Thomas F. Hafer
------------------------------------------
Name: Thomas F. Hafer
Title: Sr. Vice President, General Counsel and
Secretary
Date: April 11, 1997
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