SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K
(Mark One)
( X ) ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES ACT OF 1934
For The Fiscal Year Ended December 31, 1996
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 Number 0-22462
GIBRALTAR STEEL CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 16-1445150
(State or other jurisdiction (I.R.S. Employer
of incorporation organization) Identification No.)
3556 Lake Shore Road, PO Box 2028, Buffalo, New York 14219-0228
(address of principal executive offices) (Zip Code)
(716) 826-6500
Registrant's telephone number, including area code
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
Common Stock, NASDAQ National Market System
$.01 par value
Securities registered pursuant to Section 12(g) of the Act:
NONE
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 the Registrant's knowledge, in
definitive proxy or information statements incorporated by
reference in Part III of the Form 10-K or any amendment to this
Form 10-K. ( )
As of December 31, 1996, the aggregate market value of the voting
stock held by nonaffiliates of the Registrant amounted to
$159,766,000.
As of December 31, 1996, the number of common shares outstanding
was: 12,322,400.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's definitive Proxy Statement for the
Annual Meeting of Shareholders to be held May 20, 1997, are
incorporated by reference into Part III of this report.
Exhibit Index is on Page 36
PART I
Item 1. Description of Business
General
The Company is an intermediate processor of value-added
steel products, consisting primarily of a broad range of
fully processed cold-rolled strip steel products. Cold-
rolled strip steel products comprise a segment of the cold-
rolled sheet steel market that is defined by narrower
widths, improved surface conditions and tighter gauge
tolerances and are used by customers that demand critical
specifications in their raw material needs. The Company
manufactures high quality steel strapping for industrial
applications and operates a precision metals facility for
flat-rolled sheet steel and other processed metals
products. The Company is a supplier of galvanized,
galvalume and prepainted steel to the commercial and
residential metal building industry. The Company operates
materials management facilities that link steel producers
and end-user manufacturers by integrating the inventory
purchasing, receiving, inspection, billing, storage and
shipping functions resulting in true just-in-time delivery
of materials, thereby enabling both the steel producers
and the end-user manufacturers to manage inventory more
efficiently. Carolina Commercial Heat Treating, Inc.
(CCHT), acquired in February 1996, provides metallurigical
heat treating services for customers in a wide variety of
industries.
Industry Overview
Intermediate steel processors occupy a market niche that
exists between primary steel producers and end-user
manufacturers. Primary steel producers typically focus on
the sale of standard size and tolerance steel to large
volume purchasers, including intermediate steel
processors. At the same time, end-user manufacturers
require steel with closer tolerances and on shorter lead
times than the primary steel producers can provide
efficiently.
Products and Services
The Company utilizes any one or a combination of 20
different processes and services to produce and deliver a
variety of products on a just-in-time basis to industrial
manufacturers and fabricators in the
-2-
automotive, automotive supply, appliance, metal building,
machinery, hardware, office equipment, electrical, and
steel industries. The following table sets forth certain
information regarding sales of products and services as a
percentage of net sales for the past three years:
Product or Service Year Ended December 31,
1994 1995 1996
Cold-rolled strip steel 67% 50% 43%
Other processed metals and
services 22% 42% 50%
Steel strapping products 11% 8% 7%
Cold-Rolled Strip Steel
The Company produces a broad range of fully processed cold-
rolled strip steel products. The Company buys wide, open
tolerance sheet steel in coils from primary steel producers
and processes it to specific customer orders by performing
such computer-aided processes as cold reduction, annealing,
edge rolling, roller leveling, slitting and cutting to
length. Cold reduction is the rolling of steel to a
specified thickness, temper and finish. Annealing is a
thermal process which changes hardness and certain
metallurgical characteristics of steel. Edge rolling
involves conditioning edges of processed steel into square,
full round or partially round shapes. Roller leveling
applies pressure across the width of the steel to achieve
precise flatness tolerances. Slitting is the cutting of
steel to specified widths. Depending on customer
specifications, one or more of these processes are utilized
to produce steel strip of a precise grade, temper, tolerance
and finish.
The Company operates 10 rolling mills at its facilities in
Cleveland, Ohio, Chattanooga, Tennessee and Buffalo, New
York, and is capable of rolling widths of up to 38 inches.
The Company has the capability to process coils up to a
maximum 72 inch outside diameter. The Company's rolling
mills include a hydraulic roll force system and an automatic
gauge control system which is linked to a statistical
process control computer, allowing microsecond adjustments
during processing. The Company's computerized mills enable
it to satisfy a growing industry demand for a range of steel
from heavier gauge and special alloy steels to low carbon
and light gauge steels, in each case having a high-quality
finish and precision gauge tolerance. This equipment can
process flat-rolled steel to specific customer requirements
for thickness tolerances as close as +/- .00025 inches.
-3-
The Company's rolling facility is further complemented by 15
high convection annealing furnaces, which shorten annealing
times over conventional annealers. The Company's newest
furnaces incorporate the use of a hydrogen atmosphere for the
production of cleaner and more uniform steel. As a result of
its annealing capabilities, the Company is able to produce cold-
rolled strip steel with improved consistency in terms of
thickness, hardness, molecular grain structure and surface.
The Company can produce certain of its strip steel products
on oscillated coils which wind the steel strip in a manner
similar to the way thread is wound on a spool. Oscillating
the steel enables the Company to put at least six times
greater volume of finished product on a coil than standard
ribbon winding, allowing customers to achieve longer
production runs by reducing the number of equipment shut-
downs to change coils. Customers are thus able to increase
productivity, reduce downtime, improve yield and lengthen die
life.
Other Processed Metals and Services
Precision Metals. The Company operates a precision metals
facility for flat-rolled sheet steel and other processed metal
products. In addition to slitting and cutting to length, the
Company's precision metals facility can produce higher value-
added products that are held to close tolerances and tight
specifications through cold-rolling, annealing, blanking,
oscillating and edging rolling.
The Company through its Hubbell Steel facility acquired in 1995
also processes galvanized, galvalume and prepainted steel for the
commercial and residential metal building industries. This
facility has the capability to slit and cut to length material
based upon customer specifications.
Materials Management. The Company operates two materials
management facilities that link primary steel producers and end-
user manufacturers by integrating the inventory purchasing,
receiving, inspection, billing, storage and shipping functions
and producing true just-in-time delivery of materials. The
Company's facilities receive shipments of steel by rail and
truck from steel producers, which retain ownership of the steel
until it is delivered to the end-user manufacturer. The
Company inspects the steel and stores it in a climate-
controlled environment through the use of a specialized stacker
crane and racking system. When an order is placed, the Company
often delivers the steel to the end-user manufacturer within
one hour using Company-owned trucks that have been custom
designed to facilitate the loading and unloading process. The
initial material management facility was opened in 1990 in
Lackawanna, New York. During the third quarter of 1995, a
second facility was opened in Woodhaven, Michigan.
-4-
Joint Venture. Through a subsidiary, the Company is a minority
partner in two steel pickling operations. After the hot-rolling
process, the surface of sheet steel is left with a residue
known as scale, which must be removed prior to further
processing by a cleaning process known as pickling. This joint
venture pickles steel on a toll basis, receiving fees for its
pickling services without acquiring ownership of the steel.
The initial pickling operation was opened in 1989 in Cleveland,
Ohio. During the third quarter of 1995, a second joint
ventured pickling operation opened in Twinsburg, Ohio.
Metallurgical Heat Treating Services. In February 1996, the
Company acquired CCHT which through its facilities located in
North Carolina, South Carolina, Tennessee and Georgia provides
metallurgical heat treating services for customer-owned parts.
These services include case-hardening, surface-hardening and
through-hardening processes, for customers in a wide variety of
industries. Using methods such as annealing, flame hardening,
vacuum hardening, carburizing and nitrating, as well as a host
of other services, these facilities can harden, soften or
otherwise impart desired properties on parts made of steel,
copper and various alloys and other metals. A variety of
brazing services to join metallic objects together is also
provided. CCHT maintains a metallurgical laboratory at each
facility, providing a range of testing capabilities to add
value to treated parts and enhance quality control. Consistent
quality control is maintained by application of a statistical
process control system. Additionally, CCHT maintains a fleet
of trucks and trailers to provide rapid turnaround time for its
customers.
Steel Strapping Products
Steel strapping is banding and packaging material that is used
to close and reinforce shipping units such as bales, boxes,
cartons, coils, crates and skids. The Company believes that it
is one of three major domestic manufacturers of high tensile
steel strapping, which is used in heavy duty applications.
High tensile strapping is subject to strength requirements
imposed by the American Association of Railroads for packaging
of different products for common carrier transport. This high
tensile steel strapping is essential to producers of large,
heavy products such as steel, paper and lumber where
reliability of the packaging material is critical to the safe
transport of the product.
The Company's strapping facility manufactures high tensile
steel strapping by slitting, oscillating, heat treating,
painting and packaging cold-rolled coils.
-5-
Steel strapping is cold-rolled to precise gauge on the
Company's rolling mill, which incorporates hydraulic screw
downs and automatic gauge controls with statistical charting.
This process ensures strapping product of the most uniform
gauge available and produces the maximum amount of strapping
per pound of steel. All products are tested by on-site
laboratory personnel for width, thickness and other
metallurgical properties.
To meet the differing needs of its customers, the Company
offers its strapping products in various thicknesses, widths
and coil sizes. The Company also manufactures custom color and
printed strapping. In addition, the Company offers related
strapping products, such as seals and tools, and is able to
manufacture tensional strapping for lighter duty applications.
Quality Control
The Company carefully selects its raw material vendors and uses
computerized inspection and analysis to assure that the steel
that enters its production processes will be able to meet the
most critical specifications of its customers. The Company
uses documented procedures during the production process, along
with statistical process control computers linked directly to
processing equipment, to monitor that such specifications are
met. Physical, chemical and metallographic analyses are
performed during the production process to verify that
mechanical and dimensional properties, cleanliness, surface
characteristics and chemical content are within specification.
Suppliers and Raw Materials
Intermediate steel processing companies are required to
maintain substantial inventories of raw materials in order to
accommodate the short lead times and just-in-time delivery
requirements of their customers. Accordingly, the Company
generally maintains its inventory of raw materials at levels
that it believes are sufficient to satisfy the anticipated
needs of the customers based upon historic buying practices and
market conditions. The primary raw material utilized by the
Company in its processing operations is flat-rolled steel. The
Company purchases flat-rolled steel at regular intervals from a
number of suppliers, however, a majority of its steel
requirements is purchased from approximately 15 major North
American suppliers. The Company has no long-term commitments
with any of its suppliers.
Technical Services
The Company employs a staff of engineers and other technical
personnel and maintains fully-equipped, modern laboratories to
support is operations. The facilities enable the Company to
verify, analyze and document the
-6-
physical, chemical, metallurgical and mechanical properties of
its raw materials and products. Technical service personnel also
work in conjunction with the sales force to determine the types
of flat rolled steel required for the particular needs of the
Company's customers.
Sales and Marketing
The Company's products and services are sold primarily by
Company sales personnel located throughout the midwest,
northeast and southeast United States and Mexico. This
marketing staff is supported by a vice president of sales for
each of the Company's principal product lines.
Customers and Distribution
The Company services over 4,500 industrial customers located
primarily in the midwest, northeast and southeast United
States, Canada and Mexico. In 1996, net sales to automotive
and automotive supply manufacturers accounted for approximately
17% and 29%, respectively. The Company also sells its products
to customers in the appliance, metal building, machinery,
hardware, office equipment, electrical, and steel industries.
The Company manufacturers its products exclusively to customer
order rather than for inventory. Although the Company
negotiates annual sales orders with a majority of its
customers, these orders are subject to customer confirmation as
to product amounts and delivery dates.
In 1994 and 1995, General Motors Corporation, the Company's
largest customer, through its various subsidiaries and
affiliates, accounted for approximately 14% and 11% of net sales,
respectively. In 1996, no customer of the Company represented
10% or more the Company's net sales.
Competition
The steel processing market is highly competitive. The Company
competes with a small number of other intermediate steel
processors, some of which also focus on fully processed high
value-added steel products. The Company competes on the basis
of the precision and range of achievable tolerances, quality,
price and the ability to meet delivery schedules dictated by
customers.
-7-
The Company also competes with a small number of other steel
strapping manufacturers on the basis of quality, price, product
variety and the ability to meet delivery schedules dictated by
customers.
The Company competes with a small number of suppliers of heat
treating services in its market areas on the basis of quality,
reliable delivery and price.
Employees
At December 31, 1996, the Company employed 911 people.
Approximately 170 of the Company's hourly plant personnel are
represented by the Local Union No. 55 of the United Automobile
Workers under two separate contracts at the precision metals
facility and the Buffalo-based cold-rolled strip steel and
strapping facility, which expire in April 1997 and July 1999,
respectively. In addition, under a contract which expires in
February 1998, approximately 27 hourly plant personnel are
represented by the Local Union No. 101, Chicago Truck Drivers,
Helpers and Warehouse Workers at the precision metals facility
in Franklin Park. The Company believes that its relationship
with its employees is good.
Backlog
Because of the nature of the Company's products and the short
lead time order cycle, backlog is not a significant factor in
the Company's business. The Company believes that
substantially all of its backlog of firm orders existing on
December 31, 1996 will be shipped prior to the end of 1997.
Governmental Regulation
The Company's processing centers and manufacturing facilities
are subject to many federal, state and local requirements
relating to the protection of the environment. The Company
believes that it is in material compliance with all
environmental laws, does not anticipate any material
expenditures in order to meet environmental
requirements and does not believe that future compliance with
such laws and regulations will have a material adverse effect
on its results of operations or financial condition.
The Company's operations are also governed by many other laws
and regulations. The Company believes that it is in material
compliance with these laws and regulations and does not believe
that future compliance with such laws and regulations will have
a material adverse effect on its results of operations or
financial condition.
-8-
Item 2. Description of Properties
The Company maintains its corporate headquarters in Buffalo,
New York and conducts its business operations in facilities
located in New York, Michigan, Illinois, Ohio, Tennessee, South
Carolina, Texas, North Carolina and Georgia.
The Company believes that its primary existing facilities,
listed below, and their equipment are effectively utilized,
well maintained, in good condition and will be able to
accommodate its capacity needs through 1997.
Location Utilization Square Owned or
Footage Leased
Buffalo, New York Headquarters 23,000 Leased
Buffalo, New York Precision metals
processing; warehouse 207,000 Owned
Cheektowaga, New Cold-rolled strip steel
York processing and strapping
products 148,000 Owned
Tonawanda, New York Cold-rolled strip steel and
precision metals processing 128,000 Owned
Lackawanna, New Materials management
York facility 65,000 Leased
Dearborn, Michigan Strapping tool products 3,000 Owned
Woodhaven, Michigan Materials management
facility 100,000 Owned
Franklin Park, Coated sheet steel and
Illinois precision metals processing 99,000 Owned
Cleveland, Ohio Cold-rolled strip steel
processing 229,200 Leased
Chattanooga,
Tennessee Steel processing 65,000 Owned
North Charleston,
S. Carolina Distribution warehouse 190,000 Leased
Brownsville, Texas Distribution warehouse 15,000 Leased
Fountain Inn, S.
Carolina Heat treating services 77,400 Leased
Reidsville, N.
Carolina Heat treating services 53,500 Leased
Morristown,
Tennessee Heat treating services 24,200 Owned
Conyers, Georgia Heat treating services 18,700 Leased
Charlotte, N.
Carolina Administrative offices 3,400 Leased
-9-
Item 3. Legal Proceedings
From time to time, the Company is named a defendant in legal
actions arising out of the normal course of business. The
Company is not a party to any pending legal proceeding the
resolution of which the management of the Company believes will
have a material adverse effect on the Company's results of
operations or financial condition or to any other pending legal
proceedings other than ordinary, routine litigation incidental
to its business. The Company maintains liability insurance
against risks arising out of the normal course of business.
The Company has been designated, along with others, as a
potentially responsible party under Comprehensive Environmental
Response, Compensation and Liability Act of 1980, or comparable
state statutes, at one site. Based on the facts currently known
to the Company, management expects that those costs to the
Company of remedial actions at the site where it has been named
a potentially responsible party will not have a material
adverse effect on the Company's results of operations or
financial condition.
Item 4. Submission of Matters to a Vote of Security Holders
Not applicable.
-10-
PART II
Item 5. Market for Common Equity and Related Stockholder
Matters
As of December 31, 1996, there were 145 shareholders of record
of the Company's common stock. However, the Company believes
that it has a significantly higher number of shareholders
because of the number of shares that are held by nominees.
The Company's common stock is traded in the over-the-counter
market and quoted on the National Association of Securities
Dealers Automated Quotation System - National Market System
("NASDAQ"). Its trading symbol is "ROCK". The following table
sets forth the high and low sales prices per share for the
Company's common stock for each quarter of 1996 and 1995:
1996 High Low
Fourth Quarter $ 26 1/4 $ 21
Third Quarter 23 1/4 16 1/2
Second Quarter 22 15
First Quarter 15 3/4 12 1/8
1995
Fourth Quarter $ 13 1/2 $ 10
Third Quarter 14 1/4 12 3/4
Second Quarter 13 1/2 10 1/2
First Quarter 11 1/4 10 1/2
The Company has never paid cash dividends on its common stock
and it is currently the Company's policy to invest earnings in
the future development and growth of the Company.
-11-
Item 6. Selected Financial Data
<TABLE>
(in thousands, except share and per share data)
<CAPTION>
Year Ended December 31,
1996 1995 1994 1993 1992
<S> <C> <C> <C> <C> <C>
Net Sales $ 342,974 $ 282,833 $ 200,142 $ 167,883 $ 145,680
Income from operations 30,617 20,368 16,179 12,934 10,454
Interest expense 3,827 3,984 1,374 1,621 1,873
Income before income taxes 26,790 16,384 14,805 11,513 8,581
Income taxes 10,815 6,662 5,996 6,300 339
Net income 15,975 9,722 8,809 5,213 8,242
Net income per share $ 1.42 $ .96 $ .87
Weighted average shares
outstanding 11,260,956 10,163,817 10,162,900
Pro forma net income (a) $ 7,337 $ 5,853
Pro forma net income per share $ .72 $ .58
Pro forma weighted average
shares outstanding (b) 10,162,900 10,162,900
Current assets $ 109,526 $ 86,995 $ 70,552 $ 50,502 $ 44,941
Current liabilities 40,853 29,480 22,028 21,905 26,111
Total assets 222,507 167,423 126,380 92,868 83,407
Total debt 49,841 59,054 38,658 14,179 26,313
Shareholders' equity 121,744 70,244 60,396 51,587 38,010
Capital expenditures $ 15,477 $ 14,504 $ 16,171 $ 10,468 $ 5,750
Depreciation and
amortization 6,246 4,538 3,445 3,399 3,226
<FN>
(a) Pro forma net income assumes that all of the Company's subsidiaries
had been subject to income taxation as C Corporations during periods
prior to the Company's initial public offering in November 1993.
(b) Pro forma weighted average number of common shares was computed
assuming the Company's initial public offering occurred at the
beginning of each year.
</TABLE>
-12-
Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations
Results of Operations
Year Ended 1996 Compared to Year Ended 1995
Net sales increased by $60.1 million, or 21%, to a record
$343.0 million in 1996 from $282.8 million in 1995. This
increase primarily resulted from including twelve months
of net sales of Hubbell Steel (acquired April 1995) for
1996 compared to nine months in 1995, including net sales
of CCHT (acquired February 14, 1996) and sales growth at
existing operations.
Cost of sales increased by $41.3 million, or 17%, to
$281.7 million in 1996 from $240.3 million in 1995. As a
percentage of net sales, cost of sales decreased to 82% of
net sales from 85%. This decrease was primarily due to
higher margins attributable to CCHT sales and lower raw
material costs at other operations.
Selling, general and administrative expense increased by
$8.5 million, or 39%, to $30.6 million in 1996 from $22.1
million in 1995. As a percentage of net sales, selling,
general and administrative expense increased to 8.9% from
7.8 % in 1995 primarily due to higher costs as a
percentage of sales attributable to CCHT and performance
based compensation linked to the Company's sales and
profitability.
Interest expense decreased by $.2 million primarily due to
lower interest rates in 1996 compared to 1995 which were
partially offset by higher average borrowings resulting
from higher inventory levels to service increased sales
and capital expenditures.
As a result of the above, income before taxes increased by
$10.4 million, or 64%, to a record $26.8 million in 1996
from $16.4 million in 1995.
Income taxes approximated $10.8 million in 1996, an
effective rate of 40.4% in comparison with 40.7% for 1995.
Year Ended 1995 Compared to Year Ended 1994
Net sales increased by $82.7 million, or 41%, to $282.8
million in 1995 from $200.1 million in 1994. This
increase includes $63.2 million in net sales of Hubbell
since the acquisition at the beginning of the second
quarter. The remaining net sales increase was
attributable to sales growth from existing operations and
new operations begun during 1995.
Cost of sales increased by $73.9 million, or 44%, to
$240.3 million in 1995 from $166.4 million in 1994. As a
percentage of net sales, cost of sales increased to 85% of
net sales from 83.2%. This increase was primarily due to
lower margins attributable to sales from Hubbell and lower
margins generated by startup operations.
Selling, general and administrative expense increased by
$4.6 million, or 26%, to $22.1 million in 1995 from $17.5
million in 1994. As a percentage of net sales, selling,
general and administrative expense decreased to 7.8% from
8.8% in 1994 primarily as a result of the lower costs as a
percentage of sales attributable to Hubbell.
-13-
Interest expense increased by $2.6 million primarily as a
result of the Hubbell acquisition which resulted in higher
average borrowings, in addition to higher interest rates
compared to 1994 and additional borrowings resulting from
higher inventory levels to service increased sales and
capital expenditures.
As a result of the above, income before taxes increased by
$1.6 million, or 11%, to $16.4 million in 1995 from $14.8
million in 1994.
Income taxes approximated $6.7 million in 1995, an
effective rate of 40.7% in comparison with 40.5% for
1994.
Liquidity and Capital Resources
During 1996, the Company increased working capital by
19.4% to $68.7 million. Long term debt was reduced to
$48.6 million and to 28.5% of total capitalization.
Additionally, shareholders' equity increased by 73.3% to
$121.7 million at December 31, 1996.
The Company's principal capital requirements are to fund
its operations including working capital requirements, the
purchase and funding of improvements to its facilities,
machinery and equipment and to fund acquisitions.
Net cash provided by operations of $13.6 million resulted
primarily from net income of $16.0 million and
depreciation of $6.2 million offset by the net increase in
inventory and payables of $7.8 million to support record
sales.
Net proceeds of the public offering of $34.4 million were
used to repay debt of $23.7 million incurred for the
acquisition of CCHT.
Significant capital expenditures included the completion
of the installation of a new slitting line and 45,000
square foot of production and storage space at a Buffalo,
New York facility and the construction relating to the new
cold rolling mill expansion at the Cleveland, Ohio
facility.
During 1996, the Company extended the expiration date of
its $125 million credit facility to November 17, 2000.
This facility may be converted to a four year amortizing
loan at any time prior to expiration. At December 31,
1996, the Company had borrowings of $43 million and
additional availability of $82 million.
The Company believes that availability under its credit
facility, together with funds generated from operations,
will be more than sufficient to provide the Company with
the liquidity and capital resources necessary to fund its
anticipated working capital requirements, acquisitions and
capital expenditure commitments for the next twelve
months.
The Company believes that environmental issues will not
require the expenditure of material amounts for
environmental compliance in the future.
-14-
Company Responsibility For Financial Statements
The accompanying consolidated financial statements of
Gibraltar Steel Corporation have been prepared by
management, which is responsible for their integrity and
objectivity. The statements have been prepared in
conformity with generally accepted accounting principles
and include amounts based on management's best estimates
and judgments. Financial information elsewhere in this
Annual Report is consistent with that in the consolidated
financial statements.
The Company has established and maintains a system of
internal control designed to provide reasonable assurance
that assets are safeguarded and that the financial records
reflect the authorized transactions of the Company.
The financial statements have been audited by Price
Waterhouse LLP, independent accountants. As part of their
audit of the Company's 1996 financial statements, Price
Waterhouse LLP considered the Company's system of internal
control to the extent they deemed necessary to determine
the nature, timing and extent of their audit tests.
The Board of Directors pursues its responsibility for the
Company's financial reporting through its Audit Committee,
which is composed entirely of outside directors. The
independent accountants have direct access to the Audit
Committee, with and without the presence of management
representatives, to discuss the results of their audit
work and their comments on the adequacy of internal
accounting controls and the quality of financial
reporting.
Brian J. Lipke
Chairman of the Board
and Chief Executive Officer
Walter T. Erazmus
Executive Vice President
and Chief Financial Officer
-15-
Item 8. Financial Statements and Supplementary Data
Index to Financial Statements: Page Number
Financial Statements:
Report of Independent Accountants 17
Consolidated Balance Sheets at
December 31, 1996 and 1995 18
Consolidated Statements of Income for the
three years ended December 31, 1996 19
Consolidated Statements of Cash Flows for the
three years ended December 31, 1996 20
Consolidated Statements of Shareholders' Equity for
the three years ended December 31, 1996 21
Notes to Consolidated Financial Statements 22
Supplementary Data:
Quarterly Unaudited Financial Data 32
-16-
Report of Independent Accountants
To the Board of Directors and
Shareholders of Gibraltar Steel Corporation
In our opinion, the consolidated financial statements
listed in the accompanying index present fairly, in
all material respects, the financial position of
Gibraltar Steel Corporation and its subsidiaries at
December 31, 1996 and 1995, and the results of their
operations and their cash flows for each of the three
years in the period ended December 31, 1996, in
conformity with generally accepted accounting
principles. These financial statements are the
responsibility of the Company's management; our
responsibility is to express an opinion on these
financial statements based on our audits. We
conducted our audits of these statements in accordance
with generally accepted auditing standards which
require that we plan and perform the audit to obtain
reasonable assurance about whether the financial
statements are free of material misstatement. An
audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the
financial statements, assessing the accounting
principles used and significant estimates made by
management, and evaluating the overall financial
statement presentation. We believe that our audits
provide a reasonable basis for the opinion expressed
above.
Price Waterhouse LLP
Buffalo, New York
January 17, 1997
-17-
GIBRALTAR STEEL CORPORATION CONSOLIDATED BALANCE SHEET
(in thousands, except share and per share data)
December 31,
ASSETS 1996 1995
Current assets:
Cash and cash equivalents $ 5,545 $ 4,123
Accounts receivable 40,106 35,634
Inventories 62,351 45,274
Other current assets 1,524 1,964
Total current assets 109,526 86,995
Property, plant and equipment, net 88,670 67,275
Other assets 24,311 13,153
$ 222,507 $ 167,423
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 35,397 $ 25,845
Accrued expenses 4,238 2,421
Current maturities of long-term debt 1,218 1,214
Total current liabilities 40,853 29,480
Long-term debt 48,623 57,840
Deferred income taxes 10,364 9,251
Other non-current liabilities 923 608
Shareholders' equity
Preferred shares, $.01 par value;
authorized: 10,000,000 shares; none
outstanding - -
Common shares, $.01 par value;
authorized: 50,000,000 shares;
issued and outstanding: 12,322,400
shares in 1996 and 10,173,900 in 1995 123 102
Additional paid-in capital 64,307 28,803
Retained earnings 57,314 41,339
Total shareholders' equity 121,744 70,244
$ 222,507 $ 167,423
The accompanying notes are an integral part of these financial statements.
-18-
GIBRALTAR STEEL CORPORATION CONSOLIDATED STATEMENT OF INCOME
(in thousands, except share and per share data)
Year Ended December 31,
1996 1995 1994
Net sales $ 342,974 $ 282,833 $ 200,142
Cost of sales 281,717 240,370 166,443
Gross profit 61,257 42,463 33,699
Selling, general and
administrative expense 30,640 22,095 17,520
Income from operations 30,617 20,368 16,179
Interest expense 3,827 3,984 1,374
Income before taxes 26,790 16,384 14,805
Provision for income taxes 10,815 6,662 5,996
Net income $ 15,975 $ 9,722 $ 8,809
Net income per share $ 1.42 $ .96 $ .87
Weighted average number of
shares outstanding 11,260,956 10,163,817 10,162,900
The accompanying notes are an integral part of these financial statements.
-19-
GIBRALTAR STEEL CORPORATION CONSOLIDATED STATEMENT OF CASH FLOWS
(in thousands)
Year Ended December 31,
1996 1995 1994
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 15,975 $ 9,722 $ 8,809
Adjustments to reconcile net
income to net cash provided by (used
in) operating activities:
Depreciation and amortization 6,246 4,538 3,445
Provision for deferred income taxes 774 218 676
Undistributed equity investment income (528) (366) (505)
Gain on disposition of
property and equipment (4) (146) (37)
Increase (decrease) in cash resulting
from changes in (net of effects
from acquisitions):
Accounts receivable (1,225) 838 (6,451)
Inventories (17,077) 17,979 (13,354)
Other current assets 411 (503) (390)
Accounts payable and accrued expenses 9,275 3,390 (497)
Other assets (244) 70 (318)
Net cash provided by (used
in) operating activities 13,603 35,740 (8,622)
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisitions, net of cash acquired (23,715) (20,859) -
Purchases of property, plant
and equipment (15,477) (14,504) (16,171)
Proceeds from sale of property
and equipment 775 317 173
Net cash used in investing activities (38,417) (35,046) (15,998)
CASH FLOWS FROM FINANCING ACTIVITIES
Long-term debt reduction (78,195) (64,527) (15,381)
Proceeds from long-term debt 68,906 66,832 39,860
Net proceeds from issuance of common stock 35,525 - -
Net cash provided by financing activities 26,236 2,305 24,479
Net increase (decrease) in cash 1,422 2,999 (141)
Cash and cash equivalents at
beginning of year 4,123 1,124 1,265
Cash and cash equivalents at
end of year $ 5,545 $ 4,123 $ 1,124
The accompanying notes are an integral part of these financial statements.
-20-
GIBRALTAR STEEL CORPORATION CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
(in thousands, except share data)
Additional
Common Shares Paid-in Retained
Shares Amount Capital Earnings
Balance at December 31, 1993 10,162,900 $ 102 $ 28,677 $ 22,808
Net income - - - 8,809
Balance at December 31, 1994 10,162,900 102 28,677 31,617
Net income - - - 9,722
Issuance of common shares
to profit sharing plan 11,000 - 126 -
Balance at December 31, 1995 10,173,900 102 28,803 41,339
Net income - - - 15,975
Public offering 2,050,000 20 34,370 -
Issuance of common shares
to profit sharing plan 11,000 - 184 -
Stock options exercised 87,500 1 950 -
Balance at December 31, 1996 12,322,400 $ 123 $ 64,307 $ 57,314
The accompanying notes are an integral part of these financial statements.
-21-
GIBRALTAR STEEL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation
The consolidated financial statements include the accounts
of Gibraltar Steel Corporation and subsidiaries (the
Company). Significant intercompany accounts and
transactions have been eliminated.
Use of Estimates
The preparation of financial statements in conformity with
generally accepted accounting principles requires management
to make estimates and assumptions that affect the amounts
reported in the financial statements and accompanying notes.
Actual results could differ from those estimates.
Cash and Cash Equivalents
Cash and cash equivalents include cash on hand, checking
accounts and all highly liquid investments with a maturity
of three months or less.
Inventories
Inventories are valued at the lower of cost or market. Cost
is determined using the first-in, first-out method.
Property, Plant and Equipment
Property, plant and equipment are stated at cost and
depreciated over their estimated useful lives using the
straight-line method. Accelerated methods are used for
income tax purposes. The Company periodically evaluates the
recoverability of its property, plant and equipment.
Interest is capitalized in connection with construction of
qualified assets. Under this policy, interest of $522,000,
$683,000 and $361,000 was capitalized in 1996, 1995 and
1994, respectively.
Other Assets
Goodwill is amortized over 35 years.
-22-
Shareholders' Equity
During June 1996, the Company sold 2,050,000 common shares,
in a public offering, at $18 per share. The net proceeds of
approximately $34.4 million were used to repay existing bank
debt. In both December 1995 and July 1996, the Company
issued 11,000 of its common shares as a contribution to one
of its profit sharing plans.
Interest Rate Exchange Agreements
Interest rate swap agreements, which are used by the Company in
the management of interest rate risk, are accounted for on an
accrual basis. Amounts to be paid or received under interest
rate swap agreements are recognized as interest expense or
income in the periods in which they accrue. Swaps are not used
for trading purposes.
Income Taxes
The financial statements of the Company have been prepared
using the asset and liability approach in accounting for
income taxes which requires the recognition of deferred tax
assets and liabilities for the expected future tax
consequences of temporary differences between the carrying
amounts and the tax bases of other assets and liabilities.
Earnings Per Share
Net income per share is based upon the weighted average
number of shares outstanding during the year.
2. ACQUISITIONS
On April 3, 1995, the Company purchased all of the
outstanding capital stock of Wm. R. Hubbell Steel Company
(Hubbell) for an aggregate cash purchase price of $21
million. In addition, the Company repaid approximately $18
million of Hubbell's existing bank indebtedness.
On February 14, 1996, the Company purchased all of the
outstanding capital stock of Carolina Commercial Heat
Treating, Inc. (CCHT) for an aggregate cash purchase price
of approximately $25 million. The funding for the purchase
was provided by borrowings under the Company's existing
credit facility. CCHT, headquartered in Charlotte, North
Carolina, provides heat treating, brazing and related metal-
processing services to a broad range of industries,
including the automotive, hand tools, construction equipment
and industrial machinery industries.
These acquisitions have been accounted for using purchase
accounting with Hubbell and CCHT's results of operations
included from the respective acquisition dates. The purchase
price exceeded the fair market value of the net assets of
Hubbell and CCHT by approximately $10 million and $11
million, respectively.
-23-
The following pro forma information presents the condensed
results of operations of the Company as if the acquisitions
had occurred at the beginning of each period presented. The
pro forma amounts may not be indicative of the results that
would have actually been achieved and are not necessarily
indicative of future results.
(in thousands, except per share data)
Year Ended December 31,
1996 1995
(unaudited)
Net sales $345,219 $321,737
Income before taxes $ 26,521 $ 18,870
Net income $ 15,797 $ 11,074
Net income per share $ 1.40 $ 1.09
3. ACCOUNTS RECEIVABLE
Accounts receivable are expected to be collected within one
year and are net of reserves for doubtful accounts of
$698,000 and $491,000 for 1996 and 1995, respectively.
4. INVENTORIES
Inventories at December 31 consist of the following:
(in thousands)
1996 1995
Raw material $ 45,258 $ 28,307
Finished goods and work-in-process 17,093 16,967
Total inventories $ 62,351 $ 45,274
-24-
5. PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment, at cost less accumulated
depreciation, at December 31 consists of the following:
(in thousands)
1996 1995
Land and land improvements $ 2,978 $ 2,776
Building and improvements 29,145 24,031
Machinery and equipment 78,018 60,267
Construction in progress 7,894 5,135
118,035 92,209
Less accumulated depreciation and
amortization 29,365 24,934
Total property, plant and equipment $ 88,670 $ 67,275
6. OTHER ASSETS
Other assets at December 31 consist of the following:
(in thousands)
1996 1995
Equity interest in partnership $ 3,292 $ 2,764
Goodwill, net 20,199 9,656
Other 820 733
Total other assets $ 24,311 $ 13,153
The Company's 26% partnership interest is accounted for
using the equity method of accounting. The partnership
provides a steel cleaning process called pickling to steel
mills and steel processors, including the Company.
-25-
7. DEBT
Long-term debt at December 31 consists of the following:
(in thousands)
1996 1995
Revolving credit notes payable $ 43,000 $ 51,000
Industrial Development Revenue Bond 6,190 7,333
Other debt 651 721
49,841 59,054
Less current maturities 1,218 1,214
Total long-term debt $ 48,623 $ 57,840
In December 1996, the Company extended the expiration date
to November 17, 2000 on its $125,000,000 revolving credit
facility, of which $82,000,000 was available on December 31,
1996. This credit facility has various interest rate
options which are no greater than the bank's prime rate and
may be converted by the Company to a four year amortizing
loan at any time prior to expiration. In addition, the
Company may enter into interest rate exchange agreements
(swaps) to manage interest costs and exposure to changing
interest rates. At December 31, 1996, the Company had one
interest rate swap agreement outstanding that effectively
converted $25,000,000 of floating rate debt to a fixed rate
of 6.34% with a termination date of November 20, 2000 or
2002 at the option of the financial institution. At
December 31, 1996, additional borrowings outstanding
consisted of $18,000,000 with an interest rate of LIBOR plus
a fixed rate. The weighted average interest rate of these
borrowings was 6.15% at December 31, 1996. Borrowings are
secured by accounts receivable, inventory, property, plant
and equipment and other assets of the Company.
In addition, the Company has an Industrial Development
Revenue Bond payable in equal installments through May 2002,
with an interest rate of LIBOR plus a fixed rate (6.05% at
December 31, 1996), which financed the cost of its Tennessee
expansion under a capital lease agreement. The cost of the
facility and equipment equal the amount of the bond and
includes accumulated amortization of $710,000. The
agreement provides for the purchase of the facility and
equipment at any time during the term of the lease at
scheduled amounts or at the end of the lease in 2002 for a
nominal amount.
The aggregate maturities on long-term debt including lease
purchase obligations for the five years following December
31, 1996 are as follows: 1997, $1,218,000; 1998, $1,224,000;
1999, $1,306,000; 2000, $2,054,000 and 2001, $11,909,000.
The Company had no amounts outstanding under short-term
borrowing for the year ended December 31, 1996 and 1995.
The various loan agreements, which do not require
compensating balances, contain provisions that limit
additional borrowings and require maintenance of minimum net
worth and financial ratios. The Company is in compliance
with the terms and provisions of all its financing
agreements.
-26-
Total cash paid for interest in the years ended December 31,
1996, 1995 and 1994 was $4,701,000, $4,715,000 and
$1,345,000, respectively.
8. LEASES
The Company leases certain facilities and equipment under
operating leases. Rent expense under operating leases for
the years ended December 31, 1996, 1995 and 1994 was
$2,358,000, $1,693,000 and $824,000, respectively. Future
minimum lease payments under these operating leases are
$2,230,000, $1,273,000, $999,000, $714,000 and $701,000 for
the years 1997, 1998, 1999, 2000 and 2001, respectively, and
$2,016,000 thereafter through 2038.
9. EMPLOYEE RETIREMENT PLANS
Non-union employees participate in various profit sharing
plans. Contributions to these plans are funded annually and
are based on a percentage of pretax income or amounts
determined by the Board of Directors.
Certain subsidiaries have multi-employer non-contributory
retirement plans providing for defined contributions to
union retirement funds.
A supplemental pension plan provides defined pension
benefits to certain salaried employees upon retirement. Net
unfunded periodic pension costs of $307,000 were accrued
under this plan since the inception of the plan and
consisted primarily of service cost using a discount rate of
7.5%.
Total expense for all plans was $1,066,000, $637,000 and
$699,000 for the years ended December 31, 1996, 1995 and
1994, respectively.
10. OTHER POST-RETIREMENT BENEFITS
The Company provides health and life insurance to
substantially all of its employees, and to a number of
retirees and their spouses from certain of its subsidiaries.
A summary of the components of the net periodic post-
retirement benefit cost charged to expense consists of the
following:
(in thousands)
1996 1995 1994
Service cost $ 76 $ 64 $ 53
Interest cost 109 98 72
Amortization of transition
obligations 52 45 45
Net periodic post-retirement
benefit cost $ 237 $ 207 $ 170
-27-
The approximate unfunded accumulated post-retirement benefit
obligation at December 31, consists of the following:
(in thousands)
1996 1995
Retirees $ 468 $ 476
Other fully eligible participants 200 181
Other active participants 943 684
$ 1,611 $ 1,341
The accumulated post-retirement benefit obligation was
determined using a weighted average discount rate of 7.5%.
The medical inflation rate was assumed to be 10% in 1996,
with a gradual reduction to 5% over five years. The effect
of a 1% annual increase in the medical inflation rate would
increase the accumulated post-retirement benefit obligation
by approximately $286,000 and $217,000 and the annual
service and interest costs by approximately $37,000 and
$31,000 for 1996 and 1995, respectively.
One of the Company's subsidiaries also provides post-
retirement health care benefits to its unionized employees
through contributions to a multi-employer health care plan.
11. INCOME TAXES
The provision for income taxes consists of the following:
(in thousands)
1996 1995 1994
Current tax expense
Federal $ 8,774 $ 5,611 $ 4,275
State 1,267 833 1,045
Total current 10,041 6,444 5,320
Deferred tax expense
Federal 670 198 740
State 104 20 (64)
Total deferred 774 218 676
Total provision $ 10,815 $ 6,662 $ 5,996
-28-
Deferred tax liabilities (assets) at December 31, consist of
the following:
(in thousands)
1996 1995
Depreciation $ 9,026 $ 7,560
Inventory method change 1,752 1,989
Other 1,034 1,168
Gross deferred tax liabilities 11,812 10,717
State taxes (528) (450)
Other (1,187) (962)
Gross deferred tax assets (1,715) (1,412)
Net deferred tax liabilities $ 10,097 $ 9,305
The provision for income taxes differs from the amount of
income tax determined by applying the applicable U.S.
statutory federal income tax rate to pretax income from
continuing operations as a result of the following
differences:
(in thousands)
1996 1995 1994
Statutory U.S. tax rates $ 9,376 $ 5,734 $ 5,182
Increase (decrease) in rates
resulting from:
State and local taxes, net 891 554 638
Other 548 374 176
$ 10,815 $ 6,662 $ 5,996
Total cash paid for income taxes in the years ended December
31, 1996, 1995 and 1994 was $9,639,000, $6,250,000 and
$6,100,000, respectively.
12. COMMITMENTS AND CONTINGENCIES
The Company is a party to certain claims and legal actions
generally incidental to its business. Management does not
believe that the outcome of these actions, which is not
clearly determinable at the present time, would
significantly affect the Company's financial condition or
results of operations.
-29-
13. STOCK OPTIONS
The Company applies APB Opinion 25 and related
Interpretations in accounting for its stock option plans.
Accordingly, no compensation cost has been recognized for
its non-qualified stock option plan and its incentive stock
option plan as stock options granted under these plans have
an exercise price equal to 100% of the market price on the
date of grant. No compensation cost has been charged
against income for its restricted stock plan as no awards
have been granted under this plan. If the compensation cost
for these plans had been determined based on the fair value
at the grant dates for awards consistent with the method of
FASB Statement 123, there would have been no effect on the
Company's net income and earnings per share in 1995. The
pro forma effect for 1996 is indicated below:
Net Income Net Income Per Share
As reported $15,975 $1.42
Pro forma $15,890 $1.41
Non-Qualified Stock Option Plan:
The Company's Non-Qualified Stock Option Plan provides
grants to officers, employees, non-employee directors and
advisers to acquire an aggregate of 400,000 common shares at
an exercise price equal to 100% of the market price on the
date of grant. The options may be exercised in cumulative
annual increments of 25% commencing one year from the date
of grant and expire ten years from date of grant.
There were 200,000 shares granted which were outstanding as
of December 31, 1996 and 1995 under the Company's Non-
Qualified Stock Option Plan, with a weighted-average
exercise price of $10.75. The Company did not grant options
under the plan in either 1996 or 1995. As of December 31,
1996 and 1995, 137,500 shares and 87,500 shares were
exercisable, respectively. The 200,000 shares outstanding
at December 31, 1996 have a weighted-average remaining
contractual life of 7.3 years.
Incentive Stock Option Plan:
The Company's Incentive Stock Option Plan provides grants to
officers and other key employees to acquire an aggregate of
600,000 common shares at an exercise price of not less than
100% of the market price on the date of grant. The options
may be exercised in cumulative annual increments of 25%
commencing one year from the date of grant and expire ten
years from date of grant.
The fair value of each option granted in 1996 and 1995 was
estimated on the date of grant using the Black-Scholes
option-pricing model with the following assumptions for 1996
and 1995, respectively; risk-free interest rates of 6.64
and 5.70 percent; dividend yield of 0 percent for both
years; expected lives of 5 years for both years; and
volatility of 38 and 36 percent. The weighted average fair
value of options granted during 1996 and 1995 were $7.44 and
$4.56, respectively.
-30-
A summary of the status of the Company's Incentive Stock
Plan as of December 31, 1996 and 1995, and changes during
the years ending on those dates is presented below:
1996 1995
Options Weighted- Options Weighted-
Outstanding Average Outstanding Average
Exercise Exercise
Price Price
Beginning of year 270,000 $ 10.81 197,500 $ 10.72
Granted 173,750 16.75 75,000 11.00
Exercised (87,500) 10.87 - -
Forfeited - - (2,500) 10.00
End of year 356,250 $ 13.69 270,000 $ 10.81
Options exercisable
at year-end 64,375 $ 10.77 84,375 $ 10.84
The following table summarizes information about Incentive
Stock Options outstanding at December 31, 1996:
<TABLE>
<CAPTION>
Options Outstanding Options Exercisable
Range of Number Weighted- Weighted- Number Weighted-
Exercise Outstanding Average Average Exercisable Average
Prices at 12/31/96 Remaining Exercise at 12/31/96 Exercise
Contractual Price Price
Life
<C> <C> <C> <C> <C> <C>
$10 - $11 182,500 8.0 years $ 10.77 64,375 $ 10.77
$16.75 173,750 9.5 years 16.75 - -
356,250 8.7 years $ 13.69 64,375 $ 10.77
</TABLE>
Restricted Stock Plan:
The Company's Restricted Stock Plan reserved for issuance
100,000 common shares for the grant of restricted stock
awards to employees at a purchase price of $.01 per share.
No awards have been granted under this plan.
-31-
QUARTERLY UNAUDITED FINANCIAL DATA
(in thousands, except per share data)
1996 Quarter Ended March 31 June 30 Sept. 30 Dec. 31
Net Sales $82,034 $86,476 $87,994 $86,470
Gross Profit 14,029 15,867 15,979 15,382
Net Income 3,334 4,155 4,414 4,072
Net Income Per Share $ .33 $ .40 $ .36 $ .33
1995 Quarter Ended March 31 June 30 Sept. 30 Dec. 31
Net Sales $58,765 $76,337 $74,691 $73,040
Gross Profit 10,186 11,240 10,019 11,018
Net Income 2,677 2,804 2,002 2,239
Net Income Per Share $ .26 $ .28 $ .20 $ .22
-32-
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure
None.
PART III
Item 10. Directors and Executive Officers of the Registrant
Information regarding directors and executive officers of the
Company is incorporated herein by reference to the information
included in the Company's definitive proxy statement which will
be filed with the Commission within 120 days after the end of
the Company's 1996 fiscal year.
Item 11. Executive Compensation
Information regarding executive compensation is incorporated
herein by reference to the information included in the
Company's definitive proxy statement which will be filed with
the Commission within 120 days after the end of the Company's
1996 fiscal year.
Item 12. Security Ownership of Certain Beneficial Owners and
Management
Information regarding security ownership of certain beneficial
owners and management is incorporated herein by reference to
the information included in the Company's definitive proxy
statement which will be filed with the Commission within 120
days after the end of the Company's 1996 fiscal year.
Item 13. Certain Relationships and Related Transactions
Information regarding certain relationships and related
transactions is incorporated herein by reference to the
information included in the Company's definitive proxy
statement which will be filed with the Commission within 120
days after the end of the company's 1996 fiscal year.
-33-
PART IV
Item 14. Exhibits, Financial Statement Schedules and
Reports on Form 8-K
(a) (1) Financial Statements: Page Number
Report of Independent Accountants 17
Consolidated Balance Sheets at
December 31, 1996 and 1995 18
Consolidated Statements of Income
for the three years
ended December 31, 1996 19
Consolidated Statements of Cash Flows
for the three years ended
December 31, 1996 20
Consolidated Statements of Shareholders'
Equity for the three years ended
December 31, 1996 21
Notes to Consolidated Financial
Statements 22
(2) Supplementary Data
Quarterly Unaudited Financial Data 32
(3) Exhibits
The exhibits to this Annual Report on Form 10-K
included herein are set forth on the
attached Exhibit Index beginning on page 36.
(b) Reports on Form 8-K
No reports on Form 8-K were filed by the Company
during the three month period ended
December 31, 1996.
-34-
SIGNATURES
Pursuant to the requirement of Section 13 or 15(d) 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.
GIBRALTAR STEEL CORPORATION
By /x/ Brian J. Lipke
Brian J. Lipke
President, Chief Executive Officer
and Chairman of the Board
In accordance with the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf
of the Registrant and in the capacities and on the dates
indicated.
/x/ Brian J. Lipke President, Chief Executive Officer
Brian J. Lipke and Chairman of the Board January 24, 1997
/x/ Walter T. Erazmus Treasurer and Chief Financial Officer
Walter T. Erazmus (principal accounting officer) January 24, 1997
/x/ Neil E. Lipke Director
Neil E. Lipke January 24, 1997
/x/ Gerald S. Lippes Director
Gerald S. Lippes January 24, 1997
/x/ Arthur A. Russ, Jr. Director
Arthur A. Russ, Jr. January 24, 1997
/x/ David N. Campbell Director
David N. Campbell January 24, 1997
/x/ William P. Montague Director
William P. Montague January 24, 1997
-35-
Exhibit Index
Exhibit Sequentially
Number Numbered Page
3.1 Certificate of Incorporation of Registrant
(incorporated by reference to the same exhibit
number to the Company's Registration Statement
on Form S-1 (Registration No. 33-69304))
3.2 By-Laws of the Registrant (incorporated by
reference to the same exhibit number to the
Company's Registration Statement on Form S-1
(Registration No. 33-69304))
4.1 Specimen Common Share Certificate (incorporated
by reference to the same exhibit number to the
Company's Registration Statement on Form S-1
(Registration No. 33-69304))
10.1 Partnership Agreement of Samuel Pickling Management
Company dated June 1, 1988 between Cleveland
Pickling, Inc. and Samuel Manu-Tech, Inc.
(incorporated by reference to Exhibit 10.7 to the
Company's Registration Statement on Form S-1
(Registration No. 33-69304))
10.2 Partnership Agreement dated May 1988 among Samuel
Pickling Management Company, Universal Steel Co.
and Ruscon Steel Corp., creating Samuel Steel
Pickling Company, a general partnership
(incorporated by reference to Exhibit 10.8 to the
Company's Registration Statement on Form S-1
(Registration No. 33-69304))
10.3 Lease dated December 1, 1987 between American Steel
and Wire Corporation as Lessor and Gibraltar Strip
Steel, Inc., as Lessee, and related Service
Agreement as amended by an Amendment to Lease and
Amendment to Service Agreement dated February 1,
1992 (incorporated by reference to Exhibit 10.11
to the Company's Registration Statement on Form S-1
(Registration No. 33-69304))
10.4 Lease dated September 1, 1990 between Erie County
Industrial Development Agency and Integrated
Technologies International, Ltd. (incorporated by
reference to Exhibit 10.13 to the Company's
Registration Statement on Form S-1(Registration No.
33-69304))
10.5 Lease dated June 4, 1993 between Buffalo Crushed
Stone, Inc. and Gibraltar Steel Corporation
(incorporated by reference to Exhibit 10.14 to the
Company's Registration Statement on Form S-1
(Registration No. 33-69304))
-36-
Exhibit Sequentially
Number Numbered Page
10.6* Employment Agreement dated as of November 1, 1993
between the Registrant and Brian J. Lipke
(incorporated by reference to Exhibit 10.15 to
the Company's Registration Statement on Form S-1
(Registration No. 33-69304))
10.7 Gibraltar Steel Corporation Executive Incentive
Bonus Plan (incorporated by reference to Exhibit
10.16 to the Company's Registration Statement on
Form S-1(Registration No. 33-69304))
10.8 Agreement dated June 29, 1992 for Adoption by
Gibraltar Steel Corporation of Chase Lincoln
First Bank, N.A. (now Chase Manhattan Bank, N.A.)
Non-Standardized Prototype 401(k) Retirement
Savings Plan (incorporated by reference to Exhibit
10.17 to the Company's Registration Statement on
Form S-1(Registration No. 33-69304))
10.9* Gibraltar Steel Corporation Incentive Stock Option
Plan (incorporated by reference to Exhibit 10.18
to the Company's Registration Statement on Form
S-1(Registration No. 33-69304))
10.10* Gibraltar Steel Corporation Incentive Stock Option
Plan, Second Amendment and Restatement (incorporated
by reference to Exhibit 10.16 to the Company's
Registration Statement on Form S-1 (Registration
No. 333-03979))
10.11* Gibraltar Steel Corporation Restricted Stock Plan
(incorporated by reference to Exhibit 10.19 to the
Company's Registration Statement on Form S-1
(Registration No. 33-69304))
10.12* Gibraltar Steel Corporation Non-Qualified Stock
Option (incorporated by reference to Exhibit 10.20
to the Company's Registration Statement on Form S-1
(Registration No. 33-69304))
10.13* Gibraltar Steel Corporation Non-Qualified Stock
Option Plan, First Amendment and Restatement
(incorporated by reference to Exhibit 10.17 to the
Company's Registration Statement on Form S-1
(Registration No. 333-03979))
10.14* Gibraltar Steel Corporation Profit Sharing Plan
dated August 1, 1984, as Amended April 14, 1986
and May 1, 1987 (incorporated by reference to
Exhibit 10.21 to the Company's Registration
Statement on Form S-1(Registration No. 33-69304))
-37-
Exhibit Sequentially
Number Numbered Page
10.15 Tax Indemnification Agreement dated as of
November 5, 1993 among the Registrant, Brian
J. Lipke, Curtis W. Lipke, Neil B. Lipke, Eric
R. Lipke, Meredith A. Lipke, Bonneville Trust
of December 31, 1987 f/b/o Brian J. Lipke,
Corvette Trust of December 31, 1987 f/b/o
Curtis W. Lipke, Nova Trust of December 31,
1987 f/b/o Neil E. Lipke, Electra Trust of
December 31, 1987 f/b/o/ Eric R. Lipke, Monza
Trust of January 22, 1988 f/b/o Meredith A.
Lipke, Bonneville Trust No. 2 of August 15,
1988 f/b/o Brian J. Lipke, Corvette Trust No.
2 of August 15, 1988 f/b/o Curtis W. Lipke,
Nova Trust No. 2 of August 15, 1988 f/b/o Neil
E. Lipke, Electra Trust No. 2 of August 15,
1988 f/b/o Eric R. Lipke, Monza Trust No. 2
of February 15, 1988 f/b/o Meredith A. Lipke
(incorporated by reference to Exhibit 10.22 to
the Company's Annual Report on Form 10-K for
the year ended December 31, 1993)
10.16 Agreement and Plan of Exchange and Reorganization
dated October 31, 1993 among the Registrant,
Estate of Kenneth E. Lipke, Bonneville Trust of
December 31, 1987 f/b/o Brian J. Lipke, Corvette
Trust of December 31, 1987 f/b/o Curtis W. Lipke,
Nova Trust of December 31, 1987 f/b/o Neil E.
Lipke, Electra Trust of December 31, 1987 f/b/o
Eric R. Lipke, Monza Trust of January 22, 1988 f/b/o
Meredith A. Lipke, Bonneville Trust No. 2 of
August 15, 1988 f/b/o Brian J. Lipke, Corvette
Trust No. 2 of August 15, 1988 f/b/o Curtis W.
Lipke, Nova Trust No. 2 of August 15, 1988 f/b/o
Neil E. Lipke, Electra Trust No. 2 of August 15,
1988 f/b/o Eric R. Lipke, Monza Trust No. 2 of
February 15, 1988 f/b/o Meredith A. Lipke
(incorporated by reference to Exhibit 10.23 to
the Company's Annual Report on Form 10-K for the
year ended December 31, 1993)
10.17 Credit Agreement dated as of November 10, 1994
among Gibraltar Steel Corporation, Gibraltar
Steel Corporation of New York, Chase Manhattan
Bank, N.A., as Administrative Agent and various
financial institutions that are signatories
thereto (incorporated by reference to Exhibit
10.1 to the Company's Current report on Form 8-K
dated November 14, 1994)
10.18 Amendment Agreement, dated December 28, 1995, to
Credit Agreement among Gibraltar Steel Corporation,
Gibraltar Steel Corporation of New York, Chase
Manhattan Bank, N.A., as Administrative Agent and
various financial institutions that are signatories
thereto (incorporated by reference to Exhibit 10.32
to the Company's Annual Report on Form 10-K for the
year ended December 31, 1995)
-38-
Exhibit Sequentially
Number Numbered Page
10.19 Amendment Agreement dated as of December 19, 41
1996 among Gibraltar Steel Corporation,
Gibraltar Steel Corporation of New York, The
Chase Manhattan Bank, Fleet Bank, Mellon Bank,
N.A. and The Chase Manhattan Bank, as
Administrative Agent
10.20 Bond Purchase Agreement dated June 16, 1994
among the Industrial Development Board of the
County of Hamilton, Tennessee, Fleet Bank of
New York and Gibraltar Steel of Tennessee
(incorporated by reference to Exhibit 10.10 to
the Company's Registration Statement on Form S-1
(Registration No. 333-03979))
10.21* Gibraltar Steel Corporation 401(k) Plan
(incorporated by reference to Exhibit 4.1 to the
Company's Registration Statement on Form S-8
(No. 33-87034))
10.22* First Amendment, dated January 20, 1995, to
Gibraltar Steel Corporation 40l(k) Plan
(incorporated by reference to Exhibit 10.28 to
the Company's Annual Report on Form 10-K for
the year ended December 31, 1994)
10.23 Agreement dated April 24, 1994 between Gibraltar
Metals Division and International Union, United
Automobile, Aerospace and Agricultural Implement
Workers of America (UAW) and its Amalgamated
Local No. 55 (incorporated by reference to
Exhibit 10.26 to the Company's Annual Report on
Form 10-K for the year ended December 31, 1994)
10.24 Agreement dated July 31, 1996 between Gibraltar 50
Strip and Strapping Division and the International
Union, United Automobile, Aerospace and
Agricultural Implement Workers of America (UAW)
and its Amalgamated Local No. 55
10.25 Lease dated January 11, 1996 between Turn Key
Warehousing, Inc., as Lessor and Gibraltar Metals,
a division of Gibraltar Steel Corporation of New
York, as Lessee (incorporated by reference to
Exhibit 10.21 to the Company's Registration
Statement on Form S-1 (Registration No. 333-03979))
10.26 Stock Purchase Agreement dated as of April 3, 1995
among Gibraltar Steel Corporation of New York,
Albert Fruman, Marshall Fruman, Lee Fruman, Dale
Fruman and William R. Hubbell Trust U/A dated July
20, 1990 (incorporated by reference to Exhibit 10.1
to the Company's Current Report on Form 8-K dated
April 3, 1995)
-39-
Exhibit Sequentially
Number Numbered Page
10.27 Lease dated November 2, 1992 between MGI Properties
and Mill Transportation Company, as modified by
Lease Extension and Modification Agreement dated
as of July 24, 1995 between MGI Holdings, Inc.
and Mill Transportation Company (incorporated by
reference to Exhibit 10.24 to the Company's
Registration Statement on Form S-1 (Registration
No. 333-03979))
10.28 Real Property Lease Agreement dated February 14,
1996 between Blacksmith Leasing and Carolina
Commercial Heat Treating, Inc.(incorporated by
reference to Exhibit 10.25 to the Company's
Registration Statement on Form S-1 (Registration
No. 333-03979))
10.29 Real Property Lease Agreement dated February 14,
1996 between Blacksmith Leasing and Carolina
Commercial Heat Treating, Inc. (incorporated by
reference to Exhibit 10.26 to the Company's
Registration Statement on Form S-1 (Registration
No. 333-03979))
10.30 Lease dated as of August 12, 1995 between John W.
Rex and Carolina Commercial Heat Treating, Inc.
(incorporated by reference to Exhibit 10.27 to
the Company's Registration Statement on Form S-1
(Registration No. 333-03979))
21 Subsidiaries of the Registrant (incorporated by
reference to Exhibit 21 to the Company's
Registration Statement on Form S-1 (Registration
No. 333-03979))
________________________________
* Document is a management contract or compensatory
plan or arrangement
-40-
AMENDMENT AGREEMENT NO. 7
Doc. 1
Amendment Agreement No. 7 dated as of December 19, 1996
by and between GIBRALTAR STEEL CORPORATION, a Delaware
corporation ("Company"), GIBRALTAR STEEL CORPORATION OF NEW YORK,
a New York corporation ("Borrower"), THE CHASE MANHATTAN BANK
(successor by merger to THE CHASE MANHATTAN BANK, N.A. and
CHEMICAL BANK) ("Chase"), FLEET BANK ("Fleet"), MELLON BANK, N.A.
("Mellon") (Chase, Fleet and Mellon shall collectively be
referred to herein as "Banks") and The Chase Manhattan Bank
(successor by merger to The Chase Manhattan Bank, N.A. and
Chemical Bank), as Administrative Agent for the Banks
("Administrative Agent").
A. Preliminary Statement
Company, Borrower, the Banks and the Administrative
Agent are parties to a Credit Agreement dated November 10, 1994,
as amended from time to time including, without limitation, the
following amendments: letter agreement dated November 28, 1994;
letter agreement dated May 9, 1995; Certificate and Modification
to Credit Agreement dated April 3, 1995; Amendment Agreement
dated as of July 18, 1995; Amendment Agreement dated as of
December 28, 1995; Credit Agreement Amendment dated as of
February 14, 1996; and Amendment Agreement dated May 30, 1996
("Credit Agreement"). Company, Borrower, the Banks and the
Administrative Agent desire to amend the Credit Agreement to
extend the Termination Date and amend certain other provisions
thereof.
All capitalized terms used but not otherwise defined in
this Amendment Agreement shall have the meanings set forth in the
Credit Agreement.
B. Amendment
1. The definition "Collateral Documents" in the
Credit Agreement is hereby amended to add the following language
at the end of such definition:
", as such agreements may be amended from time to
time."
2. The definition "Credit Pricing Agreement" in the
Credit Agreement is hereby deleted in its entirety and the
following is inserted in its place:
"'Credit Pricing Agreement' - The Agreement dated
November 10, 1994, among the Company, the Borrower, the
Banks and the Administrative Agent setting forth the
pricing with respect to the Revolving Credit and the
Term Credit, as such agreement may be amended, replaced
or restated from time to time."
-41-
3. The definition "Guaranty" in the Credit Agreement
is amended to insert "or Section 6.9" after the words "Section
3.1 d".
4. The definition "Security Agreement" in the Credit
Agreement is amended to insert "or Section 6.9" after the words
"Section 3.1 e".
5. The definition "Termination Date" in the Credit
Agreement is hereby deleted in its entirety and the following is
inserted in its place:
"'Termination Date' - The maturity date of the
Credit, which shall be initially November 17, 2000,
which may be converted in accordance with Section 2.3
hereof and may be shortened in accordance with Section
2.11 or 7.2 hereof."
6. Section 2.10 of the Credit Agreement is hereby
deleted in its entirety and the following is inserted in its
place:
"Facility Fee. The Borrower shall pay to the
Administrative Agent for the account of the Banks a per
annum Facility Fee (based on a 360 day year) on the
unused amount of the Commitments, which facility fee
shall be payable quarterly, in arrears, on December 31,
1996 and on the first day of each March, June,
September and December thereafter to and including the
Termination Date. The Facility Fee shall be computed
in accordance with the provisions of the Credit Pricing
Agreement."
7. Section 5.8, clause (a) of the Credit Agreement is
hereby amended to delete the reference therein to "$500,000.00"
and insert in its place "$2,000,000.00".
8. Section 5.9, clause (a) of the Credit Agreement is
hereby amended to delete the reference therein to "$500,000.00"
and insert in its place "$1,000,000.00".
9. Section 6.3, clause (iii) of the Credit Agreement
is hereby deleted in its entirety and the following is inserted
in its place:
"(iii) in addition to the guaranty
permitted in accordance with clause (ii), the
Company and/or the Borrower may guaranty
obligations of any Subsidiary to Third
Persons not to exceed $4,000,000.00 in the
aggregate at any time."
-42-
10. The following sentence is added to Section 6.4:
"Borrower has not, and so long as this Agreement
is in effect, will not, enter into any covenant or
agreement with any other person or entity that
prohibits the granting or existence of a lien in the
personal or real property of Borrower in favor of the
Administrative Agent, as administrative agent and for
the benefit of the Banks."
11. Section 6.8, clause (iv) of the Credit Agreement
is hereby amended to delete the reference therein to
"$500,000.00" and insert in its place "$1,000,000.00".
12. Section 6.12 of the Credit Agreement is hereby
amended to delete the reference therein to "$1,000,000.00" and
insert in its place "five (5%) percent of the Company's Tangible
Net Worth on a Consolidated basis".
13. Section 6.13 of the Credit Agreement is hereby
amended to delete the reference therein to "$3,000,000.00" and
insert in its place "$5,000,000.00".
14. Section 6.14 of the Credit Agreement is hereby
deleted in its entirety and the words "Intentionally Omitted" are
inserted in its place.
15. Section 6.15 of the Credit Agreement is hereby
deleted in its entirety and the following is inserted in its
place:
"Interest Coverage Ratio. Permit, in the
case of the Company on a Consolidated basis,
the ratio of Earnings before Taxes and
Interest plus depreciation (excluding Capital
Expenditures made in connection with
permitted acquisitions) and amortization
minus Capital Expenditures to interest
payable on Total Liabilities, calculated on
an annual rolling basis of four fiscal
quarters, to be less than (i) 2.7 to 1.0 as
of the last day of any fiscal quarter from
December 31, 1995 through December 31, 1996
and (ii) 3.0 to 1.0 as of the last day of any
fiscal quarter from March 31, 1997 and
thereafter."
16. Section 6.16 of the Credit Agreement is hereby
deleted in its entirety and the following is inserted in its
place:
-43-
"6.16 Tangible Net Worth. Permit, in the case of
the Company on a Consolidated basis, the Tangible Net
Worth (a) as of the last day of any fiscal quarter to
be less than $75,000,000 plus 50% of Cumulative Net
Income (as defined below) and (b) as of any fiscal year
end, to be less than the greater of (i) $75,000,000
plus 50% of Cumulative Net Income and (ii) the Tangible
Net Worth of the Company on a Consolidated basis as of
the end of the prior fiscal year plus $10,000,000.
Cumulative Net Income means net income of the Company
on a Consolidated basis from June 30, 1996 through the
end of the fiscal quarter for which the calculation of
Tangible Net Worth is being made."
17. Section 6.17 of the Credit Agreement is hereby
deleted in its entirety and the following is inserted in its
place:
"Funded Debt/EBITDA. Permit, in the case of the
Company on a Consolidated basis, the ratio of Funded
Debt (as defined below) to Earnings before Interest and
Taxes plus depreciation and amortization as of the last
day of any fiscal quarter, calculated on an annual
rolling basis of four fiscal quarters, to be greater
than the ratio stated below as of any fiscal quarter
end during the corresponding periods set forth below:
Period Ratio
December 31, 1995 to and
including December 30, 1996 3.0 to 1.0
December 31, 1996 to and
including December 30, 1997 3.0 to 1.0
December 31, 1997 to and
including December 30, 1998 2.75 to 1.0
December 31, 1998 to and
including December 30, 1999 2.25 to 1.0
December 31, 1999 to and
including December 30, 2000 2.0 to 1.0
"Funded Debt" means debt for money borrowed which
is bearing interest. For the purposes of calculating
this covenant, upon the consummation of a permitted
acquisition, the 12 month historical Earnings before
Interest and Taxes plus depreciation and amortization
of the acquired entity shall be included in the
calculation of the ratio, subject to the Banks' review
-44-
and approval, in their discretion, of such acquired
entity's financial information."
18. Section 6.18 of the Credit Agreement is hereby
amended to delete the reference therein to "1.5" and insert "2.0"
in its place.
19. A new Section 6.19 is hereby added to the Credit
Agreement as follows:
"Net Operating Loss. Permit, in the case of the
Company on a consolidated basis, as of the end of any
fiscal quarter a net operating loss."
20. Section 10.11 of the Credit Agreement is hereby
deleted in its entirety and the following is inserted in its
place:
"Release of Collateral. Subject to the satisfaction
of the following conditions, the Banks hereby
agree to release the security and collateral agree-
ments delivered in accordance with Section 3.1.e
of this Agreement after the Administrative Agent's
receipt of written request from the Company and
Borrower to so release:
(i) the execution and delivery by the
Company and the Borrower to the
Administrative Agent for the benefit of the
Banks of a pledge and security agreement in
form and content acceptable to the Majority
Banks pledging to the Banks all of the issued
and outstanding capital stock of the
Subsidiaries held by such entities, together
with the delivery to the Administrative Agent
of the certificates evidencing the shares of
such capital stock and appropriate stock
powers;
(ii) delivery to the Administrative
Agent of executed releases and terminations
of Fleet Bank's security interest in all of
the personal and real property of Gibraltar
Steel Corporation of Tennessee, such releases
and terminations to be in form and content
acceptable to the Majority Banks;
(iii) as of the Release Date (as defined
below), no Event of Default, or event which
with notice, or lapse of time, or both, would
constitute an Event of Default, shall exist;
-45-
(iv) the execution and delivery as of the Release
Date by the Company and the Borrower
to the Administrative Agent of a Compliance
Certificate - Financial Covenants (based on
the end of the fiscal quarter most recent
to the Release Date) and Compliance
Certificate - General;
(v) the Banks shall have determined in
their sole and absolute discretion that as of
the Release Date there has been no material
adverse change since the end of the fiscal
quarter most recent to the request for the
release of collateral to the financial
condition, business, operations or properties
of the Company or the Borrower, on a
Consolidated basis, and that no conditions or
circumstances exist that, with the passage of
time, could reasonably be expected to cause
such a material adverse change; and
(vi) the execution and delivery by the
Company, Borrower and each Subsidiary to the
Banks of an agreement which contains a
covenant that provides that so long as any of
the Indebtedness as defined in any Collateral
Document remains outstanding and the
Commitments have not been terminated, such
entities will not, at any time, permit to
exist any Lien in the assets or property
(personal and real) of such entities other
than the Permitted Encumbrances.
"Release Date" as used in this Section
10.11 means the date that the Administrative
Agent on behalf of the Banks, delivers to the
Company and Borrower documents evidencing the
release of the security and collateral
agreements in accordance with this Section
10.11."
21. Section 7.1(j) of the Credit Agreement is deleted
in its entirety and the following is inserted in its place:
"7.1(j) Collateral Documents. Any Collateral Document
shall cease to be in full force and effect (other than pursuant
to Section 10.11 of this Agreement), or the occurrence of an
event of default or breach of any term, covenant or provision of
any Collateral Document."
-46-
C. Extension Fee
In consideration of the Banks entering into this
Amendment Agreement, upon execution hereof, Company and Borrower
shall pay to the Administrative Agent for the benefit of the
Banks $50,000.00 ("Extension Fee"). The Administrative Agent
shall distribute the Extension Fee to the Banks on a pro rata
basis.
D. Other Provisions
1. The Credit Agreement, except as specifically
modified by this Amendment Agreement, shall remain in full force
and effect and the Company and Borrower hereby reaffirm the
Credit Agreement as modified by this Amendment Agreement and all
documents executed and delivered to the Banks in connection with
the Credit Agreement and agrees that The Chase Manhattan Bank has
succeeded to all of the rights and benefits of The Chase
Manhattan Bank, N.A. and Chemical Bank under the Credit
Agreement, the Revolving Note dated December 28, 1995 in the
amount of $43,750,000.00 payable to the Chase Manhattan Bank,
N.A. and in the amount of $25,000,000.00 payable to Chemical
Bank, and all other documents executed in connection therewith.
In connection with this Amendment Agreement, the Borrower shall
execute and deliver to Chase a replacement Revolving Note in the
form Exhibit A attached hereto, which note replaces the Revolving
Notes executed and delivered to Chase and Chemical Bank dated
December 28, 1995. All references in the Credit Agreement and
Collateral Documents to the Credit Agreement shall mean the
Credit Agreement as amended by this Amendment Agreement.
2. This Amendment Agreement may be executed in any
number of counterparts and by the parties hereto on separate
counterparts, each of which when so executed and delivered shall
be an original, but all such counterparts shall together
constitute one and the same agreement.
3. This Amendment Agreement shall only become
effective upon execution by all parties hereto and delivery by
the Borrower to the Administrative Agent of (i) corporate
certificates and resolutions from the parties hereto, (ii) an
Amendment and Reaffirmation Agreement or Security Agreement and
Unlimited Continuing Guaranty from each of the Company's direct
and indirect subsidiaries, (iii) a counsel opinion, (iv) an
amendment to the Intercreditor Agreement and Credit Pricing
Agreement, both dated as of November 10, 1994 among Chase, Fleet
Bank and the Administrative Agent, and (v) the Extension Fee, all
in form and content satisfactory to the Administrative Agent and
its counsel.
-47-
4. Company and Borrower further represent and warrant
that, as of the date hereof, Company and Borrower have no claims
against the Banks or the Administrative Agent, and that there is
not existing any defense to, or counterclaim or set-off against
the enforcement of the Credit Agreement; and Company and Borrower
forever release any such claim existing on the date hereof which
Company and Borrower may have against the Banks or the
Administrative Agent.
5. The terms Administrative Agent and Banks as used
herein shall include the successors and assigns of those parties.
6. This Amendment Agreement shall be governed by and
construed under the internal laws of the State of New York, as
the same may from time to time be in effect, without regard to
principles of conflicts of laws.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment Agreement No. 7 to be executed and delivered by their
duly authorized officers all as of the date first set forth
above.
Administrative Agent:
THE CHASE MANHATTAN BANK (successor
by merger to THE CHASE MANHATTAN BANK,
N.A. and CHEMICAL BANK), as
Administrative Agent and a Bank
By: /x/ Thomas J. Button
Thomas J. Button
Vice President & Manager
-48-
FLEET BANK, as a Bank
By: /x/ John J. Larry
John J. Larry
Vice President
MELLON BANK, N.A.
By: /x/ Sam S. Pepper, Jr.
Sam S. Pepper, Jr.
Vice President
Borrower:
GIBRALTAR STEEL CORPORATION OF NEW YORK
By: /x/ Walter T. Erazmus
Name: Walter T. Erazmus
Title: Vice President - Finance
Company:
GIBRALTAR STEEL CORPORATION
By: /x/ Walter T. Erazmus
Name: Walter T. Erazmus
Title: Vice President - Finance
-49-
AGREEMENT
BY AND BETWEEN
GIBRALTAR STEEL CORPORATION
STRIP AND STRAPPING DIVISION
and
INTERNATIONAL UNION
UNITED AUTOMOBILE
AEROSPACE AND
AGRICULTURAL
IMPLEMENT WORKERS
OF AMERICA (UAW)
and its
AMALGAMATED
LOCAL NO. 55 (UAW)
July 31, 1996
through
July 30, 1999
-50-
AGREEMENT
This Agreement dated the 31th day of July, 1996, by and between
GIBRALTAR STEEL CORPORATION, STRIP AND STRAPPING DIVISION, with its
principal place of business at 2555 Walden Avenue, Cheektowaga, New
York, hereinafter referred to as the "COMPANY" and the INTERNATIONAL
UNION, UNITED AUTOMOBILE, AEROSPACE AND AGRICULTURAL IMPLEMENT WORKERS
OF AMERICA (UAW) and its LOCAL No. 55, hereinafter referred to as the
"UNION."
WITNESSETH:
ARTICLE I
PURPOSE
1.1 Purpose of Agreement
It is the intent and purpose of the parties hereto that this
Agreement shall foster, promote and improve the industrial
relationship between the Company and its employees and to set forth
herein a basic agreement covering wages, hours, and working
conditions, and other conditions of employment to be carried out,
observed, and performed by the parties hereto. NOW, THEREFORE, in
consideration of the covenants, agreements, understanding, terms and
conditions, herein contained and in consideration of other good and
valuable considerations, it is hereby mutually agreed between the
parties hereto as follows:
1.2 Bargaining Unit Employees
The Company recognizes the Union as the sole and exclusive
representative for the purpose of collective bargaining with respect
to wages, hours of employment and other conditions of employment for
all production and maintenance employees, including truck drivers, but
excluding all office clerical employees, professional employees,
guards, and supervisors as defined in the Act.
ARTICLE II
RECOGNITION
2.1 Union Recognition
The Company recognizes the Union as the exclusive collective
bargaining representative for the production and maintenance employees
of the Company at the Company's plant at 2555 Walden Avenue,
Cheektowaga, New York, and at any branch plant or subsidiary in which
employees as defined in this Article are employed in a plant located
within a fifty (50) mile radius of the City Hall of Buffalo, New York,
in which the operation is that of a steel service center which
includes either sales, storage, distribution or the processing of
steel or metal products for use for manufacturing purposes by others,
or which includes a plant in which there is a cold reducing mill, or
for any other purposes hereinafter incorporated in the operations in
the Gibraltar Steel Corporation plant in the locations herein
described; provided that if such plant is beyond such fifty (50) mile
radius and if operation is discontinued at either the Gibraltar
Steel Corporation plants or any other plant hereinafter opened, within
the terms of and covered by this Agreement, there will be preferential
hiring of such new plant beyond such fifty (50) mile radius. The
employees covered by this Agreement shall include only those employees
for whom the Union is recognized as the exclusive bargaining agent.
2.2 Successor Clause
This agreement shall be binding upon the parties hereto, their
successors, administrators, executors and assigns. In the event the
entire operation or any part thereof is sold, leased, transferred, or
taken over by sale, transfer, lease, assignment, receivership, or
bankruptcy proceedings, such operation shall continue to be subject to
the terms and conditions of this Agreement for the life thereof. It
is understood by this provision that the parties hereto shall not use
any leasing device to a third party to evade the contract. The
employer shall give notice of the existence of this Agreement to any
purchaser, transferee, lessee, assignee, etc., of the operation
covered by the Agreement or any part thereof. Such notice shall be in
writing with a copy to the Union prior to the time the seller,
transferor or lessor executes a contract of transaction as herein
described.
In the event the employer fails to give the notice herein
required and/or fails to contractually require the purchaser,
transferee, or lessee to assume the obligations of this contract, the
employer shall be liable to the Union and to the employees covered for
all damages sustained as a result of such failure to require
assumption of the terms of this contract.
2.3 List of Supervisors and Union Representatives
The Company shall give to the Union a list of supervisors,
including their names and titles and the Union likewise shall give the
Company a list of its representatives.
2.4 Conferences
Conferences shall take place between the Union and the Company
for the discussion of any questions that either party may want to
raise, at such times and places as may be agreed upon between them.
2.5 Overtime Representation
For the purpose of overtime representation of employees, when
more than six (6) employees are scheduled to work overtime, a Union
Representative will be offered overtime work during such period in his
classification, or on another job which he is able to perform in a
satisfactory manner, if there is no Union Representative already
scheduled for work during the period of such overtime.
2.6 No Subcontracting
The Company agrees that it will not subcontract any production
and maintenance work if it has the facilities and machinery to perform
the job except in extenuating circumstances in which case it shall be
mutually agreed to by the Company and the Union. The Company further
agrees that they will not sell, lease or transfer any of its
machinery, equipment or facilities for the purpose of subcontracting
bargaining unit work.
2.7 Union Bulletin Boards
The Company shall furnish bulletin boards for the exclusive use
of the Union for the posting of officially signed notices. The Union
agrees that the use of bulletin boards will be limited to the display
of notices of Union meetings and functions.
2.8 Supervision May Not Work
Any foreman in the employ of the Company is to supervise only and
shall not perform work which is normally performed by production or
maintenance employees, except for the purpose of instruction or
demonstration, or in an emergency if no other employees are available.
2.9 Supremacy of the Agreement
Unless otherwise specifically provided for in this Agreement, or
as may be subsequently mutually agreed upon between the Company and
the Union, and so stipulated in writing:
(a) The Company shall not provide wages in excess of the Standard
Wage Scale for job classifications established and agreed upon.
(b) The Company shall not provide fringe benefits in excess of those
established, including turkeys, hams, picnics, parties, gifts,
lotteries, drawings, etc., unless the Union is notified and does not
object to such on a non-precedent basis.
(c) The Company shall neither make non-profit arrangements with an
employee, or group of employees, with respect to the terms of this
Agreement, nor shall the Company request or accept a waiver of the
contractual or legal rights of an employee.
ARTICLE III
COLLECTION OF DUES
3.1 Membership Cards
The Company agrees during the term of this Agreement, upon
receipt of an individual, separate authorization and request in
writing, duly executed by a member of the Union pursuant to the
provisions of Section 302(c) of the Labor Management Relations Act of
l947, to deduct monthly dues and such initiation fees and
reinstatement fees as may be fixed by the Union pursuant to the terms
of said authorization to the extent permitted by said Act, and remit
same by check payable to Local Union No. 55 U.A.W. All such
deductions shall be made from the employee's first pay for each month
during the term of this contract and the full amount collected for
initiation fees and dues shall be forwarded to the Local Union not
later than the twentieth (20th) day of the month in which the
collection was made. In the event any payments made by the Company to
the Union are found to be erroneous, such erroneous payments shall be
promptly refunded by the Union to the Company.
3.2 Membership in Union a Condition of Employment
Employees covered by the Agreement at the time it becomes
effective and newly-hired employees who are covered by this Agreement
shall be required, as a condition of continued employment, to become
members of the Union on or before the fifth (5th) day following the
thirtieth (30th) calendar day of such employment or the effective date
of this Agreement, whichever is the later.
3.3 Termination of Employment for Failure to Pay Dues
The Union shall accept into membership all employees hired by the
Company on the same terms and conditions generally applicable to the
members. Employees to whom membership in the Union is denied or whose
membership is terminated by the Union by reason of the failure of such
employee to tender the periodic dues and initiation fees uniformly
required as a condition of acquiring or retaining membership shall not
be retained in the employ of the Company.
ARTICLE IV
REPRESENTATION
4.1 Representatives and Payment of Committeemen
The Union shall be represented by (a) International
Representatives, (b) Local Union Representatives, (c) a Shop Committee
of four (4), one of which shall be the Chairman and by six (6)
stewards, two (2) on each of the three (3) shifts. One Steward on
each shift shall be selected from the Strip Department and one (1)
from the Strapping Department. The Steward for the Strapping
Department shall be an employee who is classified as Recoiler, Floor
Bander/Tow Motor, Table Bander, Pay Off Loader, Line Operator,
Oscillating Slitter Operator/Helper, or Strap Tow Motor.
Stewards may be temporarily transferred from classification to
classification on their respective shift(s) but will not be
transferred off the shift they represent.
International and Local Union Representatives shall be permitted
access to the plant, upon notification to the Company for
investigating grievances or working conditions and/or to meet with
representatives of Management.
4.2 Representatives May Leave Jobs for Union Activities
Committeemen and/or stewards shall be permitted to leave their
jobs for Union activities during working hours, upon notifying their
foremen, who will arrange to provide a replacement within fifteen (15)
minutes and thereupon the steward or committeeman may leave his job.
The Chairman of the Committee shall, however, be permitted to leave
his job immediately upon notification to the foreman for the purpose
of handling Union business at any of the plants of the Company.
4.3 Payment of Committeemen and Steward
Committeemen and Stewards shall receive their regular hourly rate
of pay for the handling of grievances and meetings with Company
Representatives during their regular working hours. Committeemen
shall also receive their regular pay for contract negotiations during
their regular working hours. In the event a Committeeman or Steward
is required to attend meetings with Management on a shift other than
the shift on which he works, such Committeeman or Steward will be paid
for all time spent at such meetings at his regular hourly rate if he
opts to take equivalent time off from his next following shift. If he
opts to work his entire shift following the meeting, he shall be paid
at time and one-half his regular rate for the time spent attending the
meeting.
ARTICLE V
GRIEVANCE PROCEDURE
5.1 GRIEVANCE PROCEDURE
STEP 1. Foreman's Disposition
Any employee having a grievance shall present it to his Steward
or Committeeman who will attempt to negotiate the matter with the
Department Foreman. If the grievance is not satisfactorily settled,
such grievance shall be reduced to writing on triplicate forms
provided by the Union. The grievance shall be dated and signed by the
aggrieved employee and the Steward or Committeeman. The Foreman shall
state his disposition in writing and reasons, therefore, within one
(1) work day after the written grievance has been presented to him,
unless additional time is mutually agreed to. The Foreman shall keep
one (1) copy of the grievance for his record.
Grievance Property of the Union
After the grievance has been signed by the aggrieved employee,
the grievance shall become the property of the Union and
representatives of the Company shall not contact the aggrieved
employee relative to the grievance except in the presence of a Union
Representative.
STEP 2. Plant Manager's Disposition
If the above step shall fail to secure satisfactory settlement,
the grievance may be appealed to the Plant Manager by the Committee.
If, at this step, the grievance is not satisfactorily settled, the
Plant Manager shall state his disposition in writing and reasons
therefor, within two (2) work days from the time of presentation at
the meeting, unless an additional time is mutually agreed to.
STEP 3. Disposition of Officers of the Company
If the above step shall fail to secure satisfactory settlement,
the grievance may be appealed to the officer of the Company or its
designated representatives and be processed by them and the accredited
representatives of the Union. If, at this meeting, the grievance is
not satisfactorily settled, the Company shall state its disposition in
writing and reasons therefore within three (3) working days, excluding
Saturdays, Sundays, and Holidays from the time of presentation at the
meeting. In case of failure to answer the grievance within the time
limitation, as stated in Step 3 (unless agreed to extend the time
limit in writing by mutual agreement) the agreement sought by the
aggrieved employee or Shop Committee as the case may be shall
be considered as the final adjustment to be effectuated.
The Union shall appeal Grievances to Arbitration within one hundred
twenty-five (125) days following the Union's receipt of the Company's
Third Step Grievance answer. Grievances must be appealed by the Union
to Arbitration within the aforementioned one hundred twenty-five (125)
day period or such Grievances shall be considered withdrawn without
precedent.
STEP 4. Arbitration
If Step 3 above shall fail to secure satisfactory settlement, the
Company and the Union may, by mutual agreement, request the Office of
the New York State Board of Mediation to submit the name of a Staff
Arbitrator who will arbitrate the grievance or grievances pending. In
the event no agreement is reached, in the selection of a staff
arbitrator, as heretofore stated, the Union may make a request to the
Office of the Federal Mediation and Conciliation Service for a Western
New York panel of nine (9) names from which an arbitrator shall be
selected, either by mutual agreement or by each party alternately
striking off a name from the panel. The remaining name shall be the
arbitrator who shall arbitrate the grievance or grievances pending.
(a) The arbitrator shall fix and notify the parties of the time and
place for arbitration of the grievance.
(b) Any issue involving the interpretation or application of any
term of this Agreement may be initiated by the Union directly as
provided for in Step 3 above. Upon failure of the parties to agree,
the Union may then appeal the issue to arbitration for a decision.
(c) The decision of the arbitrator shall be final and binding upon
both parties, but he shall have no power either to add to, subtract
from, or modify any of the terms, conditions or limitations of this
Agreement or any agreement supplementary hereto.
(d) All the costs and expenses of the arbitration shall be divided
equally between the Company and the Union.
5.2 Preliminary Meeting for Contemplated Discipline
The Company agrees that when disciplinary action which may result
in lost time is under consideration or being contemplated on the part
of the Company toward any employee under the terms of this Agreement,
that before such action is taken and while it is under consideration,
the matter will be subject for discussion between the Company and the
Union. It is the purpose and intent of this clause to attempt to
settle all such matters before action is taken in order that
discussion after the act may not be necessary thereby conserving the
time of both the Company and the Union.
5.3 Five (5) Work Days to File a Grievance on Discharge
The Company may discharge an employee for just cause, subject to
Article V-5.2. When an employee is discharged, the Chairman or a
member of the Shop Committee shall be given notice in writing. Before
leaving the plant, the discharged employee shall have the right to
confer with the Union. Any grievance relating to such discharge shall
be taken up in accordance with Article V. Such grievance must be
filed in writing within five (5) working days from the time the Union
received the written notice referred to in this Step or the discharge
shall be absolute and not subject to the grievance or arbitration
provisions of this Agreement.
5.4 Evidence Before Arbitration
In order that full and complete consideration be given on behalf
of the disciplined employee, no evidence of any nature whatsoever,
including witnesses, written evidence, and/or photographs, shall be
introduced by the Company at the arbitration hearing, unless such
evidence has already been introduced and made available to the Union
prior to the arbitration hearing.
5.5 Grievance Meetings Regarding Suspension and/or Discharge
The Company shall meet with the Union at a Step 3 Grievance
Meeting on Suspension and/or Discharge within ten (10) work days of
the Company's receipt of the Grievance, unless the parties mutually
agree to extend such time limit in writing.
The parties failure to meet at a Step 3 Grievance Meeting within
the above referenced ten (10) work day time limit shall not constitute
automatic award of any requested Grievance Settlement.
ARTICLE VI
STRIKES AND LOCKOUTS
6.1 No Strike Clause
The Union and its members, individually and collectively agree,
that they will not cause or permit or take part in any strike,
suspension, slow-up or stoppage of work during the term of this
Agreement, except:
(a) A refusal by the Company to comply with the terms of the
grievance procedure or any other terms of this Agreement.
(b) The Company refuses to comply with a decision of an Arbitrator.
6.2 No Lockout Clause
The Company agrees that during the same term it will not cause or
sanction any lockout of its employees except:
(a) A refusal by the Union to comply with the terms of the grievance
procedure.
(b) The Union refuses to comply with a decision of an Arbitrator.
6.3 Unauthorized Strikes
It is understood and agreed that, in the event of any
unauthorized strike, suspension, slow-up or stoppage of work during
the term of this Agreement, there shall be no liability on the part of
the International Union, Local Union, or any of their agents,
officers, or members and the sole recourse and exclusive remedies of
the Company, in such event, shall be those of a disciplinary nature
against its employees who have so violated. In the event any employee
or group of employees participate in any deliberate curtailment of
work or take part in any unauthorized strike, the Union and its
officers shall immediately attempt to prevail upon such employees to
return to work. Should the Union be unsuccessful in immediately
terminating such work stoppage, the Company shall be free to take any
disciplinary action it deems necessary up to and including dismissal
against any or all employees.
6.4 Right to Strike
Notwithstanding the aforementioned provisions of this Article -
Strikes and Lockouts, the Union reserves the right to strike if the
Company:
(a) Refuses to bargain with the accredited representatives of the
Union.
(b) Refuses to admit accredited representatives of the Union to the
plant or shop premises as provided herein.
(c) Refuses to deduct dues and initiation fees and to make
contributions for Pension and Insurance premiums as provided herein.
(d) Refuses to pay wages and vacation allowance as provided herein.
(e) Introduces new or changes existing classifications, production
standards, and/or rates of pay without the Union's approval as to the
rates of pay relating thereto.
(f) Introduces any new machines or methods of production without the
Union's approval as to the rates of pay relative thereto.
(g) Refuses to correct safety or health hazards.
(h) No strike shall be called by the Union as permitted by this
Article nor lockout by the Company as permitted by this Article
without ten (10) calendar days prior notice to the other party.
ARTICLE VII
SENIORITY
7.1 Company-Wide Seniority and Super-Seniority for Union
Representatives
(a) Company-Wide Seniority
Seniority shall be established on a Company-wide basis with each
employee's seniority determined as of his date of hire.
(b) Super-Seniority for Union Representatives
Employees who are members of the Shop Committee of the Local
Union shall head the seniority list in the Company at the time of
layoff and recall. The preferential seniority for members of the Shop
Committee shall be as follows:
1. Shop Chairman.
2. Committeemen with the highest Company-wide seniority.
3. Stewards with the highest Company-wide seniority in the area they
represent.
7.2 Bumping and Recall
Three (3) Work Days Advance Notice of Layoff
An employee who is laid off may displace the least senior
employee in a classification anywhere in the bargaining unit on the
shift of his choice, provided he is capable of doing the work. As the
workforce is expanded, an employee shall be recalled to work in
accordance with Company-wide seniority and provided he is capable of
doing the work. Any employee accepting a lay- off in preference to
exercising his seniority shall be laid off and shall await recall to
work in line with his Company-wide seniority. Employees to be laid
off shall receive a minimum of three (3) work days advance notice of
such layoff.
Such layoff notices shall be given no later than 7:00 A.M. on
Wednesday so that the layoff shall take effect at the end of the shift
on Friday following the Wednesday on which the layoff notice was
given. Bumping may only be exercised at time of layoff. Laid off
employees must exercise the right to bump within 24 hours from the
time the notice was given so that at the end of the 3-day notice, the
number of laid off employees shall be the same with- out further
layoff notice.
When a shift/job is eliminated the affected employee(s) may
exercise seniority on the shift of their choice within the
classification.
Employees who have previously held a classification but have not
per- formed work in the classification for a period of more than one
(1) year, shall be provided with a two-day (16 hours)
refamiliarization at time of bump. At the conclusion of the sixteen
hour period, employee must be able to fully perform the duties of the
classification.
The Union shall be given a copy of each layoff notice.
7.3 Lay Off Procedure
When there is a decrease in the number of employees required in a
particular job classification, the following procedure will be
followed:
(a) Probationary employees will be laid off the job classification
in which the layoff occurs.
(b) Should there be any further decrease in such classification,
employees may be laid off according to the seniority provisions of
this Agreement in sufficient numbers in order to maintain a forty (40)
hour work week in such classification.
(c) When there is an increase in force after a layoff, the following
procedure shall be followed:
All employees in a classification will be returned to work
according to seniority before the hours are increased above forty (40)
hours per week in the classification. This shall not preclude
overtime work of an emergency nature in a portion of the workforce to
complete the emergency or rush work. However, no overtime work shall
be worked in a classification in which employees are laid off if such
overtime work totals forty (40) hours or more in a work week, whereby
it would have permitted a laid off employee to perform such work had
he been recalled. Prior to the aforementioned deviation, the Shop
Committee shall be notified of the nature of the job and the time and
employees involved.
(d) Nothing in this Section or in Section 7.4 shall restrict
overtime in any classification other than the one in which the layoff
occurs.
7.4 Recall Procedure
When there is an increase in the number of employees required in
a particular job classification, the following procedure will be
followed:
(a) All laid off employees in such job classification who have
seniority will be recalled to work according to seniority before the
hours for such classification are increased above forty (40) hours per
week.
(b) New employees will not be hired in such job classification until
all employees with seniority have been recalled.
(c) Any employee who is actively employed in another job
classification at the time he is recalled to either his original bid
classification or a subsequent bump classification, has the option of
declining his recall rights and remain in his present classification.
Any employee who elects to decline his recall rights and remains in
his bump classification, relinquishes all further recall rights. This
classification will now become the employee's permanent
classification.
(d) Any remaining laid off employees shall be recalled in order of
seniority to open classifications available provided they are capable
of doing the job. Recalled employees shall remain in this job
classification until conditions allow the employee to be recalled to a
previous bump/bid classification.
(e) For the purpose of recalling employees back to work upon the
termination of an authorized strike, employees shall be recalled in
strict adherence with seniority, provided that they can perform the
work that is necessary to be done. Those who are not immediately
recalled shall be recalled as jobs open in line with their
ability/seniority. All time lost as a result of the strike shall be
counted as time worked for vacation purposes and all economic fringe
benefits.
(f) Notices of recall to laid off employees having seniority shall
be delivered by United States Registered Mail to the last address
given the Company by the employee.
7.5 Seasonal Employees
(a) Seasonal employees may be hired between May 1 and the first
Monday of September. The hiring of seasonal employees shall not be
used to circumvent the established rates in Schedule "C" but only to
hire legitimate seasonal employees as may be required from year to
year.
(b) Any seasonal employee who is retained after the first Monday of
September shall automatically become a regular employee and his
seniority shall be retroactive to date of hire and be entitled to all
benefits provided for in the Collective Bargaining Agreement.
(c) A separate seniority list of seasonal employees shall remain in
effect for only one (1) calendar year. This listing does not carry
forward to the following calendar year and, therefore, the seasonal
employees do not have any recall rights.
(d) Those seasonal employees who have worked in prior years and are
rehired, shall be considered probationary employees, in accordance
with Article VII, 7.7 Seniority-Probationary Period.
(e) The seasonal employees shall receive the rates of pay in
accordance with Schedule C - Seasonal Employees (including shift
differential) immediately upon their hire or rehire.
(f) All seasonal employees are required to become members of the
Union.
(g) Seasonal employees' rate of pay for the term of this Collective
Bargaining Agreement shall remain at $9.16 per hour.
(h) Seasonal employees are entitled to all benefits provided in this
Collective Bargaining Agreement except those specifically excluded,
limited or modified herein.
1. Seasonal employees shall receive Retirement Fund contributions
during the period of their employment.
2. Seasonal employees shall receive holiday pay only for those
holidays which fall during the period of their employment.
3. Seasonal employees who have health insurance under a parents' or
spouse's policy shall not be provided the hospital/medical portion of
Welfare Fund benefits if such coverage is provided by the
parent's/spouse's policy. Seasonal employees shall not receive
benefits under Article XII, 12.4 (b) following their termination of
employment (3 months additional coverage).
4. Seasonal employees shall not receive any vacation allowance,
prescription safety glass allowances, safety shoe allowance, jury duty
pay, veterans leave or temporary military leave, or cost of living
allowance.
5. Seasonal employees shall receive a modified bereavement leave as
outlined in Article VIII, 8.4 in the event of the death of the
employee's mother, father, spouse or child.
(i) Seasonal employees will not be assigned to any vacant job. The
Company agrees to post such vacancy and if there is no successful
bidder, hire a permanent employee for the vacant position.
7.6 Creation of New Shift
Where it is necessary to establish or expand a new shift,
management may select according to seniority, experienced employees
for such purpose. However, assignment to such shift shall be limited
to fourteen (14) calendar days. The time limit may be extended by
mutual agreement.
7.7 Probationary Period
(a) All new employees, and those rehired after a break in their
seniority as hereinafter provided shall be probationary employees for
the first sixty (60) calendar days after their employment or
rehiring. During such probationary period, the Company may lay off or
discharge such employees as it may determine in its sole judgement.
(b) When an employee is laid off prior to completion of his
probationary period, and the employee is recalled to work within sixty
(60) days from the date of his layoff, all days worked for the Company
prior to the layoff date, shall be counted toward completion of the
probationary period.
7.8 Loss of Seniority
An employee shall lose all seniority for the following reasons:
(a)If the employee quits or retires.
(b)If the employee is discharged for just cause.
(c)If the employee refuses or fails to return to work within three
(3) days after the Company has notified him to report for work by
Registered Mail or Certified Mail addressed to the employee's
address shown on the Company's records or if he fails to report for
work after a leave of absence has expired, he shall be deemed to be
a voluntary quit, unless prevented by just reason or other condition
beyond his control.
(d)If the employee is on continuous layoff for thirty-six (36)
months.
7.9 Seniority Lists
Once every three (3) months, upon request by the Chairman of the
Committee, the Company shall furnish a list of employees showing the
continuous service, rates of pay and classification of each employee
covered by this Agreement. The Company shall notify the Union in
writing on a weekly basis of any quits, discharges, layoffs, recalls
and new hires.
7.10 Seniority When Transferred or Promoted Out of Bargaining Unit
Any employee who is a member of the Bargaining Unit and who is
promoted to a position outside of the Bargaining Unit shall be deemed
a quit.
7.11 Change of Address
Employees shall notify the Company of any change of address
within seven (7) days after such change shall have taken place. Such
notice shall be in writing and delivered to the Company's office
either by United States Registered Mail or in person.
7.12 Job Posting
(a) When a new, permanent job is created or a permanent job vacancy
occurs in the bargaining unit, the job shall be posted for two (2)
consecutive work days. However, the posting shall not occur more than
thirty (30) days prior to the actual opening. The opening shall be
filled in order of seniority with first consideration being given to
those within the affected classification. In all cases, the employee
must be able to perform the work.
In addition to posting the job on the bulletin board, the
Company, on the same day shall forward a "job bid" form (by
registered or certified mail to the last known address) to those
employees on sick leave and employees who have signed an absentee or
sick leave bid. To be considered a valid bid, the form must be
received by the Company within seven (7) days of the original
posting. The notice shall include a description of the job, together
with the qualifications required of employees in order to fulfill the
duties of such job, and shall state the time limit for filing
applications. Job bids shall expire after an employee is deemed
qualified by the Company or six (6) months from date of posting which
shall appear on the bid.
Any employee desiring such job, shall make written application
to the representative of the Company or on forms provided by the
Company. Such new job shall be awarded in accordance with the
seniority provisions of the contract within ten workdays after the job
has been posted. An employee awarded a work opening may refuse to
accept the job if he is not transferred into such job within seventeen
(17) work days from date of posting. Should a job vacancy be awarded
to an employee on vacation, sick leave or leave of absence, the
Company shall fill the vacancy by temporary assignments, until such
time as the successful bidder returns to work.
(b) Employees (excluding sick leave employees) before leaving on
vacation, Union leave, personal leave, jury duty, etc., shall, if they
desire, leave an absentee bid with the Company on jobs they would have
bid, if they were present.
(c) Absentee and sick leave bids shall be posted and will identify
the employee who is on sick leave and is being replaced, and will be
filled in the same manner as stipulated herein. The length of time
any absentee and sick- leave bid remains in effect without being
reposted shall be for the period of time the employee is on sick leave
or nine (9) months, whichever occurs first. The seniority of
employees accepting such bids shall be considered secondary to all
employees permanently in the classification for purposes of shift
transfer preference and lay off from the classification i.e. first to
be laid off from the classification, last to exercise shift
preference. Employees accepting such bids shall revert back to their
former job classification when the employee on sick leave returns to
work, a period of nine (9) months expires from the date of the sick
leave posting or it is determined that the employee on sick leave will
be unable to return to work. In the event the employee on sick leave
is determined to be unable to return to work, a permanent job opening
shall then be posted and awarded according to the provisions of the
Agreement.
Subsequent job openings created by employees accepting absentee
or sick leave bids shall be posted with first consideration given to
the most senior capable bidder.
The Company will, on a quarterly basis, inform the Union of the
known status of the employee on sick leave. Employees accepting
absentee or sick leave bids shall not be bound by the bidding time
limits as outlined in this paragraph 7.12 of Article VII.
(d) Any subsequent filling of absentee or sick leave bids shall be
re-posted and filled as outlined above.
(e) If a non-qualified employee is a successful bidder by virtue of
his seniority, by mutual consent between the Company and the Union,
the employee shall be given a seven (7) day trial period to determine
whether his capacity is such that he could become qualified within the
thirty (30) day trial period. Any employee who has been promoted or
advanced and who proves incompetent, in the reasonable judgment of the
Company, within a thirty (30) day trial period, shall revert back to
his former job. It is expressly understood, however, that the Company
is not required to keep an employee on the job to which he has been
advanced, promoted, or transferred, for such thirty (30) day period
if, in the reasonable judgment of the Company, he proves incompetent,
his performance indicates his continuance on his new job will cause
excessive scrap loss, cause undue risk of Company property, will
endanger the safety of fellow employees, or other evidence of
incompetency. In such case, the employee will be transferred to his
former job. If the Union claims that the judgment exercised by the
Company upon the question of incompetency was not reasonable, the
Union shall have recourse to the grievance procedure provided for by
this Agreement. Any employee who is the successful bidder shall not
be eligible to bid for one hundred twenty (120) days including his
trial period except for a higher-rated job. An employee shall not be
eligible to bid on a temporary posting while training in another
classification. Employees who are considered not eligible to be
awarded a bid on a vacancy by virtue of the 120 day restriction
outlined herein, will be offered all job vacancies before new
employees are hired as a result of no bidders or successful bidders
being identified from the bargaining unit providing the employee
signed the original job bid.
Employees who are considered not eligible to be awarded a bid on
a vacancy by virtue of the 120 day/90 day restrictions outlined
herein, will be offered all job vacancies before new employees are
hired as a result of no bidders or successful bidders being identified
from the bargaining unit providing the employee signed the original
job bid.
(f) Employees who are disqualified from a classification and the
disqualification is not reversed through the grievance procedure, such
employee shall be permitted to re-bid after a period of one (1) year
provided evidence of further related training or education is evident.
(g) Employees bidding on any permanent opening in an Operator
Classification after the effective date of this Agreement shall be
trained in the duties of the Helper Classification as well.
An additional thirty (30) days shall be provided in the training
requirements for the Helper duties and employees successfully
completing training shall be eligible for overtime opportunities and
may be temporary transferred as a "Helper" as well.
Employees currently in any bid Operator Classification prior to
the effective date of this Agreement shall be afforded such training
opportunities to the Helper Classification on a voluntary basis.
All on the job training, which shall include refamiliarization,
shall be performed and conducted by fully qualified bargaining unit
employees and/or supervisory employees.
In the event that the Company has exhausted the voluntary
overtime procedures and no fully qualified bargaining unit employees
have accepted, the Company may utilize a non-bargaining unit,
supervisory employee to fill such overtime vacancy provided that:
1. Any bargaining unit employee, in the process of training on that
job, may exercise the right to continue his training on that job, on
overtime, while working with and alongside the non-bargaining unit,
supervisory employee. Prior to exercising such right to continue his
training on overtime, the bargaining unit employee shall not have
refused or be scheduled for concurrent overtime and he must commit to
work the immediate available overtime on the job in which the non-
bargaining unit, supervisory employee is working.
2. Any bargaining unit employee desiring to start training on that
job, may exercise the right to initiate training on that job, on
overtime, while working with and alongside the non-bargaining unit,
supervisory employee. Prior to exercising such right to initiate
training on overtime the bargaining unit employee shall commit to the
full training program for the job per the Letter of Commitment dated
May 1st, 1996, item #2, referencing Training Programs. Additionally,
the employee shall not have refused or be scheduled for concurrent
overtime and he must work the immediate available overtime on the job
in which the non-bargaining unit, supervisory employee is working.
3. Preference for on the job training opportunity, on overtime
working with a non-bargaining unit, supervisory employee, shall first
be extended to bargaining unit employees currently engaged in training
on the job, preference granted to seniority. Second, preference shall
be granted to non-qualified bargaining unit employees, preference
granted to seniority.
(h) No employee who is recalled to work from a lay off shall have
rights to a permanent job vacancy that he does not hold or bid on
without such job being posted in accordance with the job posting
procedures outlined herein.
Capable employees may be recalled from lay off to permanent
vacancies until the job posting procedure is completed and the
successful bidder can assume the duties of the classification he bid
to.
The Company must post for any initial permanent vacancy within
five (5) work days from the date at which such initial permanent
vacancy occurred or was created. In the event that the Company fails
to post for such vacancy within five (5) work days, the Company shall
be prohibited from utilizing the temporary transfer provisions of the
Agreement to fill such vacancy until such job is posted. Upon award
of any initial permanent vacancy the Company must start to train the
successful bidder within seventeen (17) work days. In the event that
the Company fails to initiate the training of the successful bidder in
the initial permanent vacancy within the seventeen (17) work days,
such successful bidder shall receive any additional, higher pay
differential, retroactively, from the date of the awarded job to the
date of his actual placement on the awarded job. In addition, in the
event of the Company's failure to initiate training on an initial
permanent job vacancy within the seventeen (17) work day period, the
Company shall be prohibited from utilizing the temporary transfer
provisions of the Agreement to fill such job or vacancy.
(i) In the event a permanent job is awarded to an employee
training on a sick leave bid, such employee shall be required to
complete this training on that sick leave bid. In addition to
completing his training on the sick leave bid, the employee shall be
required to remain in his sick leave bid for a period of up to thirty
(30) days in order to attain and establish competency and proficiency.
An employee on a sick leave bid who is awarded a permanent job
posting shall also be required to train his successor on the sick
leave bid and shall not be placed on the permanent job until his
successor has completed his training. It is understood and agreed
that due to the successor training requirement, an employee may be
required to remain in a sick leave job bid beyond the thirty (30) day
period referenced above.
ARTICLE VIII
LEAVES OF ABSENCE
8.1 Union Leave
(a) The Company shall grant a leave of absence for the period up to
one (1) year, but with the privilege of automatic yearly renewals, to
any employee elected or selected to a Local or International Union
office, and his seniority shall accumulate during such leave.
(b) Upon termination of union employment, failure to apply or return
to work within five (5) work days from the date of termination, the
employee shall have been deemed to be a quit.
(c) If the employee returns to work, he shall return to his former
job in accordance with his seniority. If this seniority is
insufficient for him to return to his former job, he shall then bump
into any other job classification in the shop in accordance with
his seniority, providing he is capable of performing the job.
8.2 Personal Leave
Leave of absence may be granted for good cause to other
employees by mutual agreement between the Company and the Union.
8.3 Sick leave With Seniority
(a) Employees who are sick shall automatically be on a sick leave of
absence and, during such leave, shall accumulate seniority. However,
if he accepts a position outside the Bargaining Unit during this time,
he shall be deemed a quit from the Bargaining Unit, unless otherwise
mutually agreed by the Company and the Union.
(b) In cases where an employee is in an accident, injured or
hospitalized and the Company requires a medical release from the
employee's attending physician and a medical evaluation by a Company-
appointed physician, the Company shall arrange for such medical
evaluation within two (2) days following such release and notification
to the Company personnel office.
8.4 Bereavement Leave
Employees shall receive five (5) consecutive calendar days off
from work at their regular straight time pay at the time death occurs
in the employee's family, namely husband, wife, son, daughter, mother,
father. Mother, father shall mean step-mother, step-father, etc.
Employees shall receive four (4) consecutive calendar days off from
work at their regular straight time pay at the time of death of
employee's sister or brother. Employees shall receive three (3)
consecutive days off from work at their regular straight time pay at
the time death occurs in employee's immediate family, namely, mother-
in-law, father-in-law, grandmother, grandfather or grandchild of the
employee.
Consecutive calendar days is understood to mean Sunday through
Saturday inclusive.
Time off from work is understood to mean consecutive days from
Sunday through Saturday inclusive.
Pay is understood to mean the employee's straight time hourly
rate (including shift premium).
Times: 8 hours
Times: The number of days as listed above regardless if the employee
is scheduled to work or not.
An employee will not receive bereavement leave pay for the same period
of time when it duplicates other pay received for which work was not
performed, i.e. holiday pay, vacation, etc.
8.5 Leave of Absence Under False Pretenses
Any employee who obtains a leave of absence under false pretenses
shall be subject to discharge.
8.6 Jury Duty Leave
When an employee is notified to report for jury duty, he will
immediately submit such Jury Summons to the Company. The Company will
pay the regular straight time rate, for all days served, upon his
submitting a court receipt for the jury duty. However, if any
employee had been scheduled and worked more than eight (8) hours per
day for the four (4) weeks preceding the Jury Duty, the average number
of hours over eight (8) which was worked shall be added to each jury
duty day to be compensated for and paid at the appropriate overtime
rate.
8.7 Veteran's Leave - Armed Forces
All employees who:
(a) Enter the Armed Forces of the United States of America or the
United States Merchant Marines;
(b) Are called for duty under the Selective Service Act of the United
States of America;
(c) Shall, by order or directive of the government or any of its
agencies, be required to work elsewhere; shall be granted leave during
which period of leave their seniority shall continue to accumulate.
All such employees shall be reinstated in accordance with
existing laws on the basis of their accumulated seniority, including
any general wage increase credit and accrued wage progression, and
shall be reinstated either on the exact job previously held or on a
job of like seniority, status and pay.
If the employee is unable to apply for reinstatement by reason of
physical disability during the period in which such application is
required by law, application must be made within ninety (90) days from
the time such disability is ended.
For the purpose of this Section, it is understood that none of
the employees covered by this Agreement has been or is employed in a
temporary position within the meaning of that term as used in the
Selective Service Act of l948, or as amended, and that probationary
employees shall be entitled to credit for the period, as well as the
accumulation of seniority thereafter.
8.8 Vacation Pay for Service Men
All service men employees mentioned above who would have been
eligible for vacation pay had they remained on the payroll, shall
receive vacation pay for the first year of induction, as if they had
continued in the active employ of the Company, provided it is his
initial service obligation and such employee notified the employer of
his intention to enter the Armed Forces or of the fact that he was
being drafted. Such vacation pay will be paid with the final pay upon
leaving the Company.
8.9 Military Leave - Temporary
An employee, except part-time and/or probationary, who is a
qualified member of the Federally-sponsored military unit and who is
called to temporary active service (1 to 2 weeks) for training
requirements, shall be granted a leave of absence under the following
conditions:
(a) Before service, the employee shall submit official notification
to the Company.
(b) If he has less than two (2) years of continuous service, leave
will be granted without pay.
(c) If he has at least two (2) years of continuous service, he shall
be granted a leave of absence with pay equal to the difference between
his regular straight time compensation from the Company and the amount
received by him from the Government.
8.10 Representatives Educational Leave
Members of the Shop Committee, limit of four (4), and the three
(3) Joint Health and Safety Representatives shall be entitled to paid
time off to attend educational programs sponsored or endorsed by the
International and/or Local Union as follows:
COMMITTEEMEN
1996 - 40 hours per each Representative
1997 - 40 hours per each Representative
1998 - 40 hours per each Representative
1999 - 40 hours per each Representative
HEALTH AND SAFETY REPRESENTATIVES
(Training may be provided by either Company or Union)
1996 - 16 hours per each Representative
1997 - 16 hours per each Representative
1998 - 16 hours per each Representative
1999 - 16 hours per each Representative
(The conversion from contract to calendar year shall not result
in more than 120 hours per Committeeman nor more than 48 hours per
Health and Safety Representative during the term of this Agreement.)
ARTICLE IX
HOURS, WAGES AND OVERTIME
9.1 WORK SHIFTS AND GUARANTEED WORK WEEK
The regular working day at Gibraltar Steel Corporation shall be as
follows:
One Shift Operation - 7:00 A.M. to 3:30 P.M.
Two Shift Operation - 7:00 A.M. to 3:30 P.M.
- 3:30 P.M. to 12:00 Midnight
Three Shift Operation - 7:30 A.M. to 3:30 P.M.
- 3:30 P.M. to 11:30 P.M.
- 11:30 P.M. to 7:30 A.M.
The shift starting at 7:00 A.M. or 7:30 A.M. shall be called the first shift.
The shift starting at 3:30 P.M. shall be called the second shift.
The shift starting at 11:30 P.M. shall be called the third shift.
11:30 P.M. Sunday is considered a Monday start time.
Employees assigned to any job which is on a three-shift operation
shall receive a twenty (20) minute paid lunch period.
An employee who reports to work at the start of the regular work
week shall be guaranteed five (5) consecutive eight (8) hour work days
from Monday to Friday provided he continues to report for work each
day. This paragraph does not apply to emergencies as provided for in
Section 11.3 of Article XI.
9.2 Work Day and Work Week
Eight (8) hours shall constitute a regular "work day" and forty
(40) hours a regular "work week." The regular work week shall be from
Monday through Friday inclusive.
9.3 Overtime Payment
Employees are not required to work beyond the standard work week
as specified herein. However, if overtime is worked, overtime rates
will be paid as follows:
(a) Time and one-half will be paid for:
All time worked in excess of eight (8) hours in any one (1) day
from Monday to Friday inclusive and all work performed in the first
eight (8) hours on Saturday.
(b) Double time will be paid for all work performed on Sunday and for
all time worked in excess of the first eight (8) hours on Saturday.
9.4 Change of Work Shift and Work Week by Mutual Agreement
The starting time of the work week and the starting and quitting
time of each shift may be changed by written agreement between the
Company and the Union.
9.5 Call-In Pay
An employee called back to work in an emergency shall, be
guaranteed a minimum of four (4) hours pay for time spent on the
emergency, at his hourly rate or time and one-half for actual hours
worked (double time on Sunday and triple time on the holidays)
whichever is the greater amount.
9.6 Classification and Rates of Pay Must Be Negotiated
(a) Any classification and rates of pay introduced and not listed in
the Schedules "A", "B", and "C" attached hereto shall be negotiated
between the Company and the Union before being put into effect.
(b) The Company shall pay its employees hired before September 17,
1984 in accordance with Schedule "A" and Schedule "B" (Training Rates)
where applicable; employees hired on or after September 17, 1984
shall be paid in accordance with Schedule "C" and Schedule "B"
(Training Rates) where applicable, both hereto attached and as further
provided for in this Agreement or other agreed upon method.
(c) Employees hired after September 1984 shall have ten cents (10)
per hour added to their "C" rated jobs and applied retroactively to
all time employee is classified in an "A" rated job whenever the
employee is involuntarily re-classified to a "C" rated job. In no
case shall his new "C" rate exceed "A" rate for the job he is
involuntarily transferred to.
9.7 SHIFT PREMIUMS
Employees assigned to work on any shift other than the first
shift, or day shift, shall receive a second or third shift premium of
twenty-seven cents (27) per hour in addition to their regularly earned
hourly rate. The shift premium will be paid for overtime, holidays,
vacation, bereavement leave, jury duty, etc.
9.8 PAY FOR WORK ON HOLIDAY
In addition to holiday pay, double time shall be paid for all
work performed on the following specified paid holidays.
New Year's Day
Good Friday
Memorial Day
Independence Day
Labor Day
Election Day
Thanksgiving Day
Friday after Thanksgiving
Christmas Eve
Christmas Day
Day after Christmas
New Year's Eve
9.9 Holiday Pay
Employees are not required to work on the holidays listed in
Paragraph 9.8 above but shall be paid holiday pay for eight (8) hours
at the straight time hourly rate. However, if an employee had been
scheduled and worked more than eight (8) hours per day for the four
(4) weeks preceding the holiday week, the average number of hours over
eight (8) which was worked shall be added to the regular holiday pay
at the appropriate overtime rate.
9.10 Pay For All Holidays Within 31 Days of Termination of Employment.
An employee whose active employment with the Company ceases for
any reason, shall be paid holiday pay for all holidays which fall
within a period of thirty-one (31) days from such employees last day
worked which period shall include the last day worked.
9.11 Pay for Holidays While on Vacation, Jury Duty or National Guard
Duty.
Employees on vacation, jury duty or National Guard Duty, shall
receive holiday pay for any holiday that falls in this period.
9.12 Overtime.
(a) Overtime shall be distributed and equalized among the employees
of a classification in accordance with in-class hours charged. Any
employee refusing overtime when offered shall disqualify himself from
further overtime consideration for that day unless overtime
assignments remain open after all other employees within the plant
have declined. Such overtime shall be equalized as reasonably as
possible among employees in the affected classification.
(b) Having exhausted the availability of Step A, overtime hours will
be offered by total charged hours to capable employees outside the
classification.
(c) Having exhausted the availability of employees in Step A and B,
overtime hours will be offered by total accumulated hours to capable
seasonal employees, probationary employees, and those employees who
previously enrolled in a training program in the classification
attempting to be filled. It is understood that employees enrolled in
the training program will be offered the overtime training according
to seniority, providing they are not scheduled for overtime work
offered in their respective classification. No seasonal employee
shall be allowed to work overtime on a preferred shift if an in-class
employee has indicated on the sign-up sheet his desire to work that
shift. In all cases, the regular employee must be signed up to work
his classification and shift prior to signing up for a preferential
shift. However, permanent employees shall be permitted to work a
maximum of sixteen (16) hours of overtime prior to a seasonal employee
being asked to work. Any remaining vacancies shall be filled in
accordance with Article 2.8.
(d) The Company shall notify an employee being scheduled for weekend
work, not later than 12:00 Noon of the preceding Wednesday. It is
further understood that this in no way waives the Company's privilege
of requesting at some later hour that an employee work on Saturday or
Sunday should a situation arise calling for a change of plans.
Employees refusing such overtime shall not be charged when proper
notice is not given herein. The scheduled overtime sheet shall be
taken down by 7:30 A.M., Thursday of each week.
(e) A chart showing the total in-classification and total hours
charged against each employee shall be posted and maintained by the
Company. It is expected that any complaints relative to a possible
error in the recording or distribution shall be promptly filed no
later than Friday Noon. The listing shall be by classification and in
order of seniority, it being understood that employees within a
classification, charged with an equal amount of hours, shall be asked
in order of seniority (senior employees first). Any error in
assignment of overtime will be rectified within thirty (30 days) from
notification to the Company of such error. Failure on the part of the
Company to rectify such error within a specified time limit will
result in the employee or employees being paid for such loss of
overtime pay.
For the purpose of determining equalization of overtime pursuant
to the terms contained herein, the equalization of the overtime period
in calculation, shall be zeroed and renewed every six (6) months,
August 1st and February 1st of each year.
(f) An employee who is present at work at the time scheduled
overtime assignments are given who signs off by Thursday 8:00 A.M., or
is requested to work by Thursday, 6:00 P.M., shall be charged with the
amount of overtime hours worked or with the amount of overtime hours
scheduled. During the week, if four (4) hours advance notice is given
prior to the start of the offered overtime, employees will be charged
with the hours worked or refused. Over-time shall be charged for all
hours worked or refused in keeping with the necessary advance notice.
In the event that the Company initiates and fails to complete the
scheduling of the overtime within the four (4) hour specified charge
limitations, only the employee(s) who work shall be charged on the
overtime equalization record. An employee shall be charged, answered
or not, when called by telephone within the proper time limits.
Employees transferred to a new classification shall immediately become
eligible for overtime assignments in either their new assignment, or
if none, in their original classification if work is available. All
overtime of transferred employees who are scheduled to work shall be
charged in classification, providing overtime was scheduled and
available in the employee's bid classification. Any transferred
employee shall be charged with the number of hours equal to the
highest in the classification. When two (2) or more employees are
simultaneously transferred into the same classification, consideration
will be given for overtime assignment in accordance with Paragraph (A)
of Article 9.12. Regardless of seniority, all people regularly in the
classification shall be offered overtime ahead of transferred
employees. Probationary employees shall be listed on the chart and
charged with the number of hours equal to the highest in
classification. Employees who return from a leave of absence or sick
leave, shall re-enter the list and be credited with the actual charged
overtime hours in and out of class. Those employees returning from a
lay off after thirty (30) days shall re-enter the overtime list and be
credited with the same percentage of overtime hours in relationship to
the highest amount of overtime hours in and out of classification that
they had at the time of their lay off.
Employees transferred on a daily basis for a minimum of twenty-four
(24) hours by Thursday 7:30 A.M., shall be eligible for
weekend/holiday assignments as stipulated in this section.
(g) If an individual has accepted to work overtime out of
classification and an additional opening becomes available that was
not previously posted due to production scheduling, consideration will
be given to the individual in accordance with Article B.
(h) Except for extreme conditions, no double shifts will be offered.
Whenever possible, the opening will be covered by having two (2) in-
classification men split the time for the open shift, rather than one
man working sixteen (16) hours.
All challenges to overtime must be entered by Friday, 9:00 A.M.
(i) Employees shall be assigned to the job that they agreed to work
on the overtime assignment sheet. If such job is not available, they
shall have the right to go home without being charged points under the
Attendance System. If job is cancelled prior to the start of the
shift, the Company shall, conditions permitting, attempt to notify by
phone the affected employee.
(j) Overtime, other than scheduled, shall be distributed and
equalized among employees in the affected classification on a shift
basis in accordance with hours charged. This overtime will be offered
to eligible employees in order that the overtime hours are continuous
with the employees' assigned shift.
(k) When unscheduled weekend overtime of two (2) hours or more is
required, the overtime sign-up sheet must be used to fill the
openings. When a holiday follows an employee's vacation, the employee
is required to call the Company, within the appropriate time limits,
if overtime is desired. If overtime is available, the employee shall
be charged with the hours regardless if the employee worked them or
refused.
(l) Members of the Shop Committee, Stewards and Union Health and
Safety Representatives shall not be charged for overtime refused for
the entire twenty-four (24) hour period, beginning at 11:30 P.M. the
day before the Union Membership Meeting occurs. The Shop Committee
shall notify the Company of which Union Representatives attended the
Union Membership Meeting and are therefore excused from overtime
charge through the submission of the "Sign-Out Sheet." The "Sign-Out
Sheet" shall be turned in no later than 8:30 A.M. on the first work
day following the scheduled Union Membership Meeting.
Any bargaining unit employees attending a Union Membership
Meeting shall not be charged on the overtime equalization record for
refusing overtime offered simultaneous to the scheduled time of the
Union Membership Meeting.
The charging of overtime hours to either in or out of
classification is to be determined by the classification the employee
commenced working at the beginning of the employee's shift.
(m) Employees shall be charged in classification when additional
scheduled weekend/holiday overtime is available and concurrent with
their out of classification overtime they are working.
9.13 Temporary Transfer.
(a) Temporary transfer of an employee may be made by the Company to
facilitate production flow, cover employee absence, minimize temporary
layoff or cover vacancies pending permanent hire, for a period not to
exceed ten (10) working days unless extended by mutual agreement. At
the expiration of the temporary transfer period, the transferred
employee shall revert back to his regular classification. However,
temporary transfer for the purpose of filling in for an employee on
vacation or training (during qualification trial period) may continue
for the period, after which time the employee shall revert back to his
regular classification. Such temporary transfers shall be made in
accordance with seniority and capability within a classification.
(b) An employee temporarily transferred from a lower to a higher
classification shall receive the rate of pay in effect for work
performed in the higher classification. An employee temporarily
transferred from a higher to a lower classification shall receive the
rate of pay in effect for the higher classification while working in a
lower classification.
(c) When an employee is on a temporary transfer and that job is shut
down, the transferred employee shall return to his bid classification.
(d) Should this occur when that employee is not on his normally
assigned shift, the transferred employee shall return to his bid
classification providing it is not occupied by an employee working in-
class and on his normally assigned shift.
(e) In the event neither (c) or (d) above is possible, the employee
may assume any job that a seasonal employee is on, considering that he
is capable of performing that job.
(f) To expedite work and assure continuous production, or in the
event of a temporary curtailment of work in any classification,
employees may be assigned to such other duties as they may be able to
perform as required by supervision subject to the terms of this
Agreement.
(g) Temporary transfers are to be made by utilizing the least senior
capable employee in a classification. The more senior capable
employee shall be offered the higher rate of pay providing the number
of temporary transfers remain equal to the last amount of moves. All
in-class transfers from shift to shift will be considered a move. In
all cases, the Company shall not make multiple temporary transfers
when a capable employee can be utilized to directly fill the open
classification. A regular employee shall be assigned a classification
other than laboring prior to a seasonal employee considering that he
is capable of performing the job.
(h) When multiple employees are shut down on any shift and they are
transferred to the Labor Classification, as openings or start-ups
occur in other job classifications, the most senior capable employee
so transferred has the option to fill the open classification,
provided all classified labor operators/laborers have so been
assigned, until all employees are returned to the classification from
which they originally came from prior to the shut down.
(i) When management requires an employee to be temporarily
transferred into a production classification during the week, and his
new working hours differ from his assigned classification, the
employee shall assume the shift time and lunch period of the
classification that he is being temporarily transferred into. When an
employee is temporarily transferred into the labor classification
during the week and his normal working day was an eight-hour shift, he
shall have the option to work his normal eight-hour shift or his
temporarily transferred classification of 8.5 hours.
(j) In all cases, the employees shall be compensated at the
appropriate premium rate for all time worked in excess of the hours
the employee would have worked had he not been transferred. When an
employee is required to be temporarily transferred on a daily basis
into the towmotor classification (strapping Department Shipping only),
the affected employee will be required to work one-half hour beyond
his usual quitting time, receiving overtime payment for this time.
The remaining one-half hour of the shift shall be filled as follows:
1. The employee who was temporarily transferred into the
classification shall be given first preference to work the final one-
half hour of the shift at their appropriate overtime rate.
2. If the temporary transferred employee declines the final one-half
hour of overtime, a capable employee working in the labor
classification on the shift shall be transferred into the towmotor
classification.
3. If there is not a laborer on the shift or if he is not capable of
filling the opening, a line operator will be utilized to fill the
opening.
(k) In the event a Laborer or Labor Operator is shutdown on his job
and being returned to labor duties, the Laborer and Labor Operator
would have the option to replace any seasonal help on any job that the
Laborer and Labor Operator is capable of performing other than labor.
9.14 Operation of Crane by Maintenance Employee.
The Company may permit a maintenance employee who is able to
operate a crane to operate such crane in the course of his work
whenever necessary provided no crane operator is available, but only
for a period not to exceed one hour in any one (1) eight (8) hour work
day.
ARTICLE X
SAFETY AND HEALTH
10.1 Health and Safety.
The Company shall continue to make reasonable and proper
provision for the safety and health of its employees at the plant
during the hours of their employment, as the nature of the work and
Federal and State regulations require.
10.2 SAFETY COMMITTEE.
A joint Safety Committee shall be composed of three (3) Union
representatives and three (3) Company representatives. The Safety
Committee investigates all accidents and works to maintain the proper
safety standards. The Safety Committee shall hold a joint shop safety
inspection and meeting at least once a month. In addition to the
Safety Committee, the Union shall designate a Health and Safety
Representative on each shift to maintain proper safety standards.
Union representatives of the Safety Committee and Health and Safety
Representatives on each shift shall suffer no loss in pay for time
necessarily spent during working hours in the pursuit of their duties.
10.3 Medical Supplies.
The Company shall keep adequate reasonable medical supplies on
hand at all times, as it has in the past.
10.4 Safety Equipment.
Section 1 - Grievance Pertaining to Health and Safety.
When an employee has a complaint or grievance pertaining to
Health and Safety, it shall be submitted to the joint Health and
Safety Committee. If not settled by this Committee, they shall refer
the matter to the Plant Manager, or his designated representative, who
shall promptly take the necessary corrective action.
Section 2 - Protective Equipment.
(a) Upon request of the employee, the Company agrees to furnish,
without charge, suitable gloves and aprons for any jobs mutually
agreed to by the Company and the Union. Upon layoff, quit, or
discharge, the gloves and aprons shall be returned by the employee to
the Company. The Company will also make available suitable eating
space, lockers and adequate washing facilities, together with other
necessary sanitary or healthful considerations prescribed by law.
(b) In case eyeglasses of an employee are damaged due to his work,
the Company, upon proper proof of said damage, will reimburse the
employee for the cost of such glasses.
(c) The Company shall provide, at no cost to the employees, once each
anniversary year, one (1) pair of safety shoes bearing a Union label,
acceptable to the International Union. The retail cost of the safety
shoes is not to exceed one hundred ten dollars ($110.00). The Company
shall select the vendor and the styles of the shoes to be worn by the
employee. Employees who are supplied with these safety shoes must
wear them during working hours as a condition of employment.
ARTICLE XI
GENERAL CONDITIONS
11.1 Clauses in Violations of Law.
In the event that any of the provisions of this agreement shall
be or become invalid or unenforceable by reason of any Federal or
State Law now existing or hereafter enacted, such invalidity or
unenforceability shall not affect the remainder of the provisions
hereof.
11.2 Printed Contracts.
The Company agrees to print, with a Union Label, acceptable to
the International Union and to distribute to each of its employees, a
copy of this Agreement.
11.3 Act of God.
In the event of an emergency making it necessary to stop work,
such emergency, including such occurrences as boiler breakdown, power
failure or Act of God, or other catastrophe, employees shall be paid
at regular rates for hours worked up to the time of work stoppage. If
such an emergency occurs when the shop is not operating, or on one of
the shifts, there shall be no pay allowance for succeeding shifts.
The Company, however, will do everything possible to notify employees
of the emergency and thus not to report to work.
11.4 Wash-Up and Lunch Period During Overtime.
A five (5) minute wash-up period will be allowed immediately
prior to quitting time and immediately prior to the scheduled lunch
period. If overtime is worked for more than two (2) hours immediately
after eight (8) hours of work, the Company will allow a thirty (30)
minute paid lunch period at the appropriate overtime rates.
11.5 Payment for First Day of Injury.
Employees sent home by the employer or the employee's own doctor
because of injuries received in the plant shall receive pay at their
regular hourly rates for the balance of the shift on the day on which
the injury occurred. If the employee is medically incapacitated and
unable to operate a motor vehicle, the Company will pay for the
transportation of the employee from the hospital to his residence via
common carrier.
11.6 Coffee Breaks.
The Company shall allow a ten (10) minute coffee break for each
complete four (4) hours of regular time worked about midway in the
four hours by either (a) suspending operations for such ten (10)
minute period, or (b) allowing employees to take such time at
individual periods when production will not be reduced thereby.
Employees working two or more hours of overtime shall be provided with
a ten (10) minute paid break between their regular shift and overtime
hours.
11.7 Payment for Attending Compensation Hearing.
An employee who is notified to report before the State
Compensation Board for a hearing involving an injury sustained by him
in the plant will be paid for the lost time at such hearing, if the
employee is scheduled to work, and has reported for work for that
shift before going to such hearing.
11.8 Shift Transfer.
(a) Employees shall be transferred from one shift to another in
accordance with the seniority provisions of this Agreement. Should a
shift transfer occur requiring an employee to start his new shift
earlier than twenty-four (24) hours from the start of his previous
shift, the first eight (8) hours of such new shift shall be
compensated for at the rate of time and one-half.
(b) Any employee desiring to exercise his option to change shifts
within his bid classification for the purpose of filling in for those
employees on vacation, shall notify the Company in writing ten (10)
days prior to the posting of the temporary transfer sheet for the
affected weeks.
(c) Any employee desiring to exercise his option to change shifts
within his bid classification for the purpose of filling in for those
employees on sick leave, jury duty and leave of absence shall be
allowed to do so without prior written notification. This shift
transfer is inclusive from Monday to Friday.
(d) Mandatory shift changes occurring at the start of a regular work
week shall be performed with preference to seniority within the
affected classification, i.e. most senior first preference, least
senior in the classification least preference.
Mandatory shift changes occurring after an employee's regular
work week has started shall be performed by the Company to prevent the
shutdown of Production Machinery, such as but not limited to: Mills,
Slitter, Crane, etc. The Company shall first mandatorily shift
transfer, during a regular work week the least senior, capable Laborer
and labor Operator classified employees per the appropriate vacancy,
Helper/Support or Operator. In the event that there are no capable
laborers or labor Operators, as the case may be, the Company shall
then mandatorily shift transfer, during the regular work week, the
least senior capable employee in a classification chosen by the
Company. However, due to the specialized skills required, it is
understood and agreed that the Company may select regardless of
seniority within the Maintenance classification, employees to be shift
transferred after the start of their regular work week to a different
shift to prevent and/or repair any actual shutdown of Production
Machinery.
In all cases, the principle that is followed in mandatory shift
transfers is the "Least Amount of Moves." Due to the emergency nature
of mandatory shift transfers during the regular work week, it is
recognized that in some cases "Displacement" may occur.
The Company shall not mandatorily shift transfer any employee
after the start of his regular work week unless it is for the express
purpose of preventing the shutdown of Production Machinery. In the
event that the Company proposes a shift transfer after the start of an
employee's regular work week for any purpose other than preventing a
shutdown of Production Machinery, such shift transfer shall only occur
given the mutual agreement of the affected employee.
All mandatory shift transfers occurring after the start of an
employees work week shall only extend to the last day of the
transferred shift's regular work week. Thereafter, the Company shall
fill any vacancy per the Shift Transfer, Job Posting provisions of the
Agreement. It is recognized that in some cases the same employee
mandatorily shift transferred after the start of his regular work week
may remain on such shift through the regular Shift Transfer provisions
of the Agreement.
11.9 Employment of Disabled.
Job Provision for Disabled Employee.
(a) Any employee whose physical condition resulting from an injury or
illness, prevents him from returning to his regular job, will be
assigned to a job, if such job is available, or may exercise his
seniority and displace a junior employee in a job provided, however,
that the job involved be commensurate with his new physical condition
as stated and approved by the Company doctor.
(b) If the Union is in disagreement with the Company doctor's report,
the affected employee must file a grievance within two (2) days from
the time the Union and/or the employee is notified in writing of the
Company doctor's decision. The Union, upon request, shall be given a
copy of the Company doctor's report. If the grievance is filed within
the time limitation provided for herein, the Company's designated
representatives and the Union representatives shall meet and discuss
the grievance as provided for in Step 3 of the Grievance Procedure.
If, at this meeting, no agreement is reached, such dispute shall
be referred to an impartial doctor who may be selected by mutual
agreement within five (5) days from the time of the meeting. If the
parties fail to agree on an impartial doctor, the selection of such
doctor shall be made by the Buffalo Office of the New York State Board
of Mediation upon written application of the parties. The cost of the
impartial doctor shall be borne equally by the parties. If the
impartial doctor finds the aggrieved employee physically able to
return to work, then all time lost from work retroactive to the day he
was rejected by the Company doctor shall be paid to such employee.
The rate of pay shall be the regular hourly rate.
11.10 Divulging of Information.
The management of the Company shall not give out any report or
information to any outside person, firm or corporation soliciting
employment information with respect to a present or former employee of
the Company without the written consent of such employee, unless
required to do so by law. However, the Company may, without such
written consent verify only the employment and the dates of employment
of a present or former employee. Nothing herein shall require the
Company to give any report or information to any employee or third
party, unless required to do so by law. If there is any violation of
this paragraph after the date of this Agreement, such affected
employee, past or present, has the right to seek redress, financial or
otherwise, through the Grievance Procedure provided for herein.
11.11 Vending Machines.
Any profits or commissions realized from the sale of any products
from vending machines which the Union and Company mutually agree to be
installed or removed in the plant other than the office area shall be
turned over to the Gibraltar Steel Unit of Local 55-U.A.W.
11.12 Union Representatives May Not Be Promoted During Term of
Office.
No Committeeman or officer of the Local Union shall be promoted
to the position of Foreman, Assistant Foreman, or any other position
not included in the bargaining unit during his term of office or for a
period of six (6) months thereafter, unless it has been agreed to by
the Local Union.
11.13 Warning Notices.
Warning Notices issued to employees shall be expunged from their
record twelve (12) months from date of issuance.
11.14 Approval of Agreement.
It is understood that this Agreement, and any modification
thereto, must be approved by the International Union and the Board of
Directors of the Company. In the event of failure of approval, the
Agreement will be referred back to the parties for further
negotiations.
11.15 Credit Union Deductions.
The Company agrees, during the term of this Agreement, upon
receipt of an individual, separate authorization and request in
writing duly executed by a member of the Union to deduct weekly Credit
Union deposits and re-payment of Credit Union loans as may be fixed by
the member of the Union pursuant to the terms of said authorization
and remit the same by check (payable to the Local 55 UAW Credit Union)
to the Treasurer of the Credit Union the full amount collected not
later than the first (lst) and third (3rd) Fridays of each month
deductions were made.
All such deductions shall be made from the employee's weekly
paycheck after receipt of the authorization and request in writing by
the employee and shall continue on a weekly basis thereafter until
such time the employee or the Union gives notice in writing to the
Company to cancel such payroll deductions.
The Company and the Union shall work out a mutually satisfactory
arrangement by which the Company will furnish the Treasurer of the
Credit Union a record of those for whom deductions have been made
together with the amount of such deductions.
The Company further agrees that the terms and conditions of this
Memorandum will not become effective until written notice is served on
the Company by the Union. It is further agreed that at any time
during the term of this Collective Bargaining Agreement upon five (5)
day written notice to
the Company by the Union this Memorandum shall be considered null and
void in its entirety and shall be considered deleted from the
Collective Bargaining Agreement.
11.16 UAW V-CAP Deductions
(a) The Company agrees during the term of this Agreement, upon
receipt of an individual, separate authorization and request in
writing duly executed by a member of the Union, to deduct monthly UAW
V-CAP deductions as may be fixed by the member of the Union pursuant
to the terms of said authorization and remit the same by check
(payable to the UAW V-CAP) to the Financial Secretary of the Local 55
UAW the full amount collected not later than the tenth (10th) day of
the month following the month in which deductions were made.
All such deductions shall be made from the employee's second
paycheck after receipt of the authorization and request in writing by
the employee and shall continue on a monthly basis thereafter.
The Company and the Union shall work out a mutually satisfactory
arrangement by which the Company will furnish the Financial Secretary
of Local 55 UAW a record of those for whom deductions have been made
together with the amount of such deductions.
(b) The Union agrees to save harmless the Company from any liability
whatsoever due to deductions made and funds remitted pursuant to this
Section.
ARTICLE XII
INSURANCE
12.1 Local 55 UAW Welfare Fund.
(a) The Company shall continue to be a "Contributing Employer" and
shall be bound by the provisions of the Local 55 UAW Welfare Fund,
established pursuant to the Agreement and Declaration of Trust,
created September 1, 1958, and amended and restated on August 15,
1985, hereafter referred to as the "Fund" which was created by a Board
of Trustees, comprised of an equal number of Employer and Union
Trustees, hereafter referred to as "Trustees."
(b) The Company hereby ratifies such "Fund" and any amendments made
thereto as being part of this Collective Bargaining Agreement.
(c) The Union will provide the Company with a copy of the Fund and
any amendments thereto and a copy of the Plan of Benefits.
12.2 Monthly Contributions.
(a) The Company will contribute $ 148.56 for each single, active
working employee, and $ 335.41 for each married, active working
employee to the Local 55 UAW Welfare Fund (including those on sick
leave) with an initial master list and subsequent supplemental lists
for those for whom premiums have been paid by the l0th day of each
calendar month. The initial master list will include names,
addresses, social security numbers, ages, and such additional
information as may be necessary. The monthly supplemental list shall
include the foregoing information for only those employees who are
hired or separated from the Company's payroll in each month.
(b) Employee Life Insurance shall be eleven thousand dollars
($11,000). Effective July 30, 1997, Employee Life Insurance shall be
twelve thousand dollars ($12,000).
(c) The Prescription Drug Coverage provided by the Local 55 Health
and Welfare Plan shall be a $5.00 co-pay plan. However, the Company
will reimburse any employee for 100 percent of the co-pay to a maximum
of $5.00 per prescription covered by the plan provided the employee
utilizes a pharmacy that honors a reduced co-pay arrangement if
available. To be eligible for reimbursement, the employee must
provide proof of the identity of the person for whom the prescription
was written and a receipt showing the amount paid by the employee.
The Company will issue reimbursement checks to eligible employees at
least quarterly.
12.3 Guarantee for Increased Cost.
In addition to the cost stipulated herein, the Company guarantees
to pay for any increased cost for the same coverage for the duration
of this contract.
12.4 COVERAGE DURING CESSATION OF ACTIVE EMPLOYMENT.
(a) Employees who are discharged, quit, or are on a personal leave of
absence (but not to include employees on sick leave) will be continued
under the Plan for the remainder of the month in which the separation
or leave occurs.
(b) Employees who are laid off shall be covered for a period of three
(3) months past the last day of the month in which the layoff occurs.
(c) Employees who are on sick leave will be continued under the Plan
for a period not to exceed twenty-four (24) consecutive months.
(d) Employees who are on a compensable sick leave shall be continued
under the Plan for the duration of such sick leave.
(e) An employee who returns to work after a sick leave and again
becomes sick before he has worked ten (10) days, and such sickness is
related to his prior sickness, such sickness and sick leave shall be
considered as a continuation of his prior sickness, in which case,
such sick leave shall be considered as a new period of sick leave.
(f) In the event an employee returns to work after a sick leave, and
again becomes sick after working ten (10) or more days, such sickness
shall be considered as a new period of sick leave, regardless of
whether or not the sickness is related to the prior sickness.
12.5 No Liability Upon Company Except to Make Contributions.
It is understood and agreed that there shall be no liability upon
the Company, other than to make the contributions provided for in this
Article, and there will be no additional financial or moral
obligations on the part of the Company if the insurance carrier
defaults on any just claims pursuant to the terms of the New York
State Disability Law.
12.6 Contributions for Newly Hired Employees.
Except for weekly sick benefits (DBL) contributions for new hired
employees shall commence on the first day of the month following
thirty (30) days of employment.
12.7 Retirees Insurance Age 65.
(a) The Company will make contributions to the Local 55 UAW Welfare
Fund in accordance with the terms of this Article for each employee
who retires on or after September 1, 1987, from the Company after
reaching age 65 with the following exceptions:
1. There shall be no contributions for disability benefits and
dental benefits.
2. The amount of life insurance and AD&D shall be reduced to $2,000
and shall be paid in accordance with the terms of the policy.
Retirees Insurance Age 62.
(b) Employees will be permitted to retire at age 62 with the same
insurance package as "age 65 employees" as outlined in Paragraph A
above with the following exceptions:
1. The employee must have fifteen (15) or more years of seniority.
2. Employees are not eligible for coverage if they have comparable
coverage through their spouse. (Coverage will remain available for
employees who cease to have coverage through their spouse.)
3. The $2,000 Life Insurance and AD&D Policy which is paid in
accordance with the terms of the policy, will be provided to age 62
retirees even if the employee is covered by the spouse's
hospital/medical coverage.
4. The monthly contribution for employees electing early retirement
shall be paid by the Company at following progressive rates:
Age 62 - 65%
Age 63 - 75%
Age 64 - 85%
Age 65 - 100%
The remaining balance shall be remitted monthly by the
employee to the Company on the first of each month preceding
the coverage period. Upon reaching age 65, the Company shall
make contributions in accordance with Paragraph A.
5. Supplemental Medicare Reimbursements shall be frozen at $42.50
for all current employees and employees hired after July 30th, 1996
will not be eligible for this benefit.
ARTICLE XIII
VACATIONS
Employees with seniority as provided below shall receive vacation
time and allowances at the hourly rate received at the time they take
their vacation or the applicable percentage of their total earnings
received during their prior calendar year, whichever is greater, in
accordance with the following schedule:
Seniority Percentage Hours of Weeks of
Pay Vacation
Less than 1 year 2 40 1
- -(As provided in
1(b) below)
1 year - Less 2 40 1
than 2 years
2 years - Less 4 80 2
than 5 years
5 years - Less 6 120 3
than 15 years
15 years 8 160 4
16 years 8.4 168 4
17 years 8.8 176 4
18 years 9.2 184 4
19 years 9.6 192 4
20 years 10.0 200 5
The following principles and policies shall govern application of the
above schedules.
An employee's seniority, for the purpose of this Article only,
will be considered to have been attained on January 1st of the year in
which he will acquire additional vacation time and/or pay under the
above schedule. Such employee will become eligible for this
additional time following his actual anniversary date that year. The
employee's vacation will be calculated at the percent/hours of pay on
the above schedule which reflects the employee's highest seniority
anytime in that vacation year.
13.1 Vacation for Employees with Less Than One (1) Year Seniority.
Employees with less than one (1) year seniority:
(a) Full Vacation
An employee who has worked and/or is credited with a minimum of
one thousand (1000) hours from his date of hire until January 1st
shall receive his full vacation allowance and time as provided in
the above schedules.
(b) Pro Rata Vacation
An employee who has worked and/or is credited with a minimum of
five hundred (500) hours but less than one thousand (1000) hours
from his date of hire until January 1st, who is laid off or
leaves the employ of the Company for any reason, shall receive a
pro rata vacation allowance based on the worked and credited
hours, using such hours as the numerator and one thousand (1000)
as the denominator as provided in the above schedules.
13.2 Vacations for Employees with More Than One (1) Year of Seniority.
Employees with more than one (1) year of seniority:
(a) Full Vacation
An employee who has worked and/or is credited with a minimum of
one thousand (1000) hours within the previous calendar year shall
receive his full vacation allowance and time as provided in the above
schedules.
(b) Pro Rata Vacation
An employee who has worked and/or is credited with less than one
thousand (1000) hours within the previous calendar year, who is laid
off or leaves the employ of the Company for any reason, shall
receive a pro rata vacation allowance based on the worked and
credited hours, using such hours as the numerator and one thousand
(1000) as the denominator as provided in the above schedules.
13.3 Vacation Computations Shall Include Shift Premium and Cost of
Living.
All computations to be used in the above schedules shall include
shift differentials and cost-of-living adjustments.
13.4 Holidays Not Considered Vacation Time.
Holidays for which, under this Agreement the employee is entitled
to pay, shall not be counted as part of the employee's vacation time.
13.5 Payment of Vacation Pay Prior To Vacation Time.
Vacation allowances shall be paid in the payroll period
immediately prior to commencement of the vacation.
13.6 Vacation Payment for Employees who Leave Company.
Employees who leave the employ of the Company who are entitled to
a vacation allowance shall receive same in the payroll period
following their last day of work. For the purpose of computing
vacation allowance or vacation time, employees who laid off or
discharged who are compensated for at least eight (8) hours in one (1)
pay period in the month shall receive credit as if they worked for the
whole month.
13.7 Vacation May Not be Designated During Period of Layoff.
When vacation allowances are paid to employees who are laid off
or terminated, the Company shall not designate a vacation period at
that time.
13.8 Payment of Balance of Pro-Rata Vacation at Time of Recall.
Any employee who is laid off and receives a pro-rata vacation
allowance shall receive the balance of his vacation pay at the
completion of his anniversary year providing such employee is recalled
to work during the same anniversary year.
13.9 Anniversary Date.
The term "Anniversary Date" shall mean the date of an employee's
original hiring and every subsequent year thereafter.
"Calendar Year" means January 1 to December 31 every year.
"Vacation Year" means January 1 to December 31 every year.
13.10 Vacation Time May Not Be Accumulated.
Vacation time may not be accumulated from year to year.
Employees must take their vacations.
13.11 Vacation Period.
The vacation period shall be from January 1 to December 31 of
each year.
The Company shall post a list of names of employees with allotted
vacation time by January 2 of each year. Request for selection of
vacation time must be submitted by January 15th. The final vacation
allowance schedule shall be posted March 1st of each vacation year.
Vacations will be granted as far as possible during vacation period at
times most desirable by the employees. Preference shall be given on
basis of seniority, with the exception of those employees failing to
submit their request by January 15th. Employees choosing vacation
during a holiday week shall choose either the Friday immediately prior
or the Monday immediately after their vacation, according to seniority
within their vacation grouping; however, in all cases, the final right
to determine when vacations will be taken by each employee is
exclusively reserved by the Company in order to insure the orderly and
continuous operation of the plant.
13.12 Vacation Credit for Sick Time and Leave of Absence.
Time off for employees who are on sick leave, union leave or
mutually agreed leaves of absence shall be counted as time worked in
computing vacation time provided such employee is not employed
elsewhere. There shall be a limit of twenty-four (24) months for
those employees on sick leave and mutually agreed leaves of absence.
13.13 Vacation Pay Premium for Work Performed
In the event an employee performs work during his scheduled
vacation period, he shall be compensated at time and one half (1 1/2)
the guaranteed hourly rate of the job performed for all hours actually
worked in addition to his vacation pay.
ARTICLE XIV
MANAGEMENT
14.1 Management Rights.
The management of the Company and the direction of the working
forces, including the right to hire, suspend or discharge for just
cause, transfer or promote, and the right to relieve employees from
duty because of lack of work is vested exclusively in the Company,
subject to the terms of this Agreement.
ARTICLE XV
COST OF LIVING ALLOWANCE
15.1 Cost-of-Living.
A cost-of-living allowance is provided for herein and shall be
determined as follows:
(a) The cost-of-living allowance shall be added to employee's
straight time hourly earnings and will be adjusted up or down each
three months, as herein provided.
(b) The cost-of-living allowance will be determined in accordance
with changes in the "Consumers' Price Index for Urban Wage Earners and
Clerical Workers-All Items Revised Series" published by the Bureau of
Labor Statistics, U. S. Department of Labor (1967=100), and
hereinafter referred to as the B.L.S. Consumers' Price Index.
(c) The cost of living allowance, beginning with the first pay period
following September 1, 1996, will continue in effect until the first
pay period beginning after December 1, 1996. At that time, and
thereafter during the period of the Agreement, adjustments shall be
made quarterly at the following times:
Effective Date of Adjustment Using Index Dated
September 1, 1996 July 15, 1996
December 1, 1996 October 15, 1996
March 1, 1997 January 15, 1997
June 1, 1997 April 15, 1997
And at Quarterly And at Quarterly
Intervals Thereafter Intervals Thereafter
To June 1, 1999 To April 15, 1999
Inclusive Inclusive
In no event will a decline in the B.L.S. Consumers' Price Index
below 452.0 provide the basis for a reduction in the wage of job
classifications.
(d) The amount of cost of living allowance which shall be effective
for any three (3) month period, as herein provided shall be in
accordance with the following table:
B.L.S. Index Allowance
452.0 or less None
452.1 -- 452.4 One cent per hour
452.5 -- 452.8 Two cents per hour
452.9 -- 452.2 Three cents per hour
452.3 -- 453.6 Four cents per hour
453.7 -- 454.0 Five cents per hour
454.1 -- 454.4 Six cents per hour
454.5 -- 454.8 Seven cents per hour
454.9 -- 455.2 Eight cents per hour
455.3 -- 455.6 Nine cents per hour
455.7 -- 456.0 Ten cents per hour
and so forth with one (1) cent per hour adjustment up or down for
each 0.4 change in the index.
(e) The amount of cost of living allowance at the time shall be
included in computing overtime premium, vacation payments, holiday
payments, and call-in pay.
(f) In the event the Bureau of Labor Statistics does not issue the
Consumers' Price Index on or before the beginning of the pay period
referred to in Paragraph (c), any adjustments required will be made at
the beginning of the first pay period after receipt of the index.
(g) No adjustments, retroactive or otherwise, shall be made due to
any revision which later may be made in the published figures for the
B.L.S. Consumers' Price Index for any base month.
(h) The parties of this Agreement agree that the continuance of the
cost of living allowance is dependent upon the availability of the
monthly (Official) B.L.S. Consumers' Price Index in its present form
and calculated on the same basis as the Index of January 1993, unless
otherwise agreed upon by the parties.
ARTICLE XVI
WAGE RATES AND JOB CLASSIFICATION
SCHEDULE "A"
RATE RATE RATE
EFFECTIVE EFFECTIVE EFFECTIVE
CLASSIFICATION 07/31/96 07/31/97 07/31/98
Hooker 15.40 15.51 15.62
Maintenance 16.05 16.16 16.27
Janitor 15.08 15.19 15.30
Banding & Pkg. Line Operator 15.50 15.61 15.72
Banding & Pkg. Line Helper 15.40 15.51 15.62
Labor Operator 15.25 15.36 15.47
Slitter Operator 15.77 15.88 15.99
Slitter Helper 15.40 15.51 15.62
Oscillating Slitter Operator 15.77 15.88 15.99
Oscillating Slitter Helper 15.40 15.51 15.62
Crane Operator 15.56 15.67 15.78
Towmotor 15.40 15.51 15.62
Reversing Mill
Operator/Annealer 16.44 16.55 16.66
Tandem Mill
Operator/Annealer 16.64 16.75 16.86
Mill Helper 15.63 15.74 15.85
Recoiler 15.40 15.51 15.62
Line Operator 15.56 15.67 15.78
Table Bander 15.40 15.51 15.62
Floor Bander & Towmotor 15.40 15.51 15.62
Scheduler/Annealer 15.96 16.07 16.18
Pay-Off Reel Loader 15.40 15.51 15.62
Re-Roll Operator 15.40 15.51 15.62
Roll Grinder 15.54 15.65 15.76
Radio Control Crane Operator 15.56 15.67 15.78
SCHEDULE "B"
TRAINING RATES
AFTER 30 AFTER 60
CLASSIFICATION STARTING RATE WORK DAYS WORK DAYS
Mill Operator SCHEDULE A & C RATE Schedule A RATE Schedule A
(Reversing) LESS $.40 LESS $.20 FULL RATE
Mill Operator SCHEDULE A & C RATE Schedule A RATE Schedule A
(Tandem) LESS $.40 LESS $.20 FULL RATE
Slitter Operator SCHEDULE A & C RATE Schedule A RATE Schedule A
LESS $.20 FULL RATE FULL RATE
Oscillating SCHEDULE A & C RATE Schedule A RATE Schedule A
Slitter Operator LESS $.20 FULL RATE FULL RATE
Crane Operator SCHEDULE A RATE Schedule A RATE Schedule A
LESS $.20 FULL RATE FULL RATE
Line Operator SCHEDULE A RATE Schedule A RATE Schedule A
LESS $.20 FULL RATE FULL RATE
Roll Grinder SCHEDULE A RATE Schedule A RATE Schedule A
LESS $.20 FULL RATE FULL RATE
Labor Operator SCHEDULE C RATE AFTER 6 MOS. AFTER 12 MOS.
LABORER Schedule A Schedule A
Rate Less $.75 FULL RATE
Provided Provided
achieving achieving
capability as capability as
operator in any operator in
one (1) operator any two (2)
classification operator
selected by classification
Company. selected by
Company.
Maintenance SCHEDULE AFTER 6 MOS AFTER 12 MOS AFTER 18 MOS.
Apprentice A & C SCHEDULE A SCHEDULE A SCHEDULE A
RATE RATE RATE
Less $1.50 Less $1.00 Less $.50 FULL RATE
ARTICLE XVI
WAGE RATES AND JOB CLASSIFICATION
SCHEDULE "C"
RATE RATE RATE
EFFECTIVE EFFECTIVE EFFECTIVE
CLASSIFICATION 07/31/96 07/31/97 07/31/98
Hooker 13.90 14.01 14.12
Maintenance 16.05 16.16 16.27
Janitor 13.58 13.69 13.80
Banding & Pkg. Line Operator 14.00 14.11 14.22
Banding & Pkg. Line Helper 13.90 14.01 14.12
Labor Operator 15.25 15.36 15.47
Laborer 13.75 13.86 13.97
Slitter Operator 15.77 15.88 15.99
Slitter Helper 13.90 14.01 14.12
Oscillating Slitter Operator 15.77 15.88 15.99
Oscillating Slitter Helper 13.90 14.01 14.12
Crane Operator 15.56 15.67 15.78
Towmotor 13.90 14.01 14.12
Reversing Mill
Operator/Annealer 16.44 16.55 16.66
Tandem Mill
Operator/Annealer 16.64 16.75 16.86
Mill Helper 14.13 14.24 14.35
Recoiler 13.90 14.01 14.12
Line Operator 15.56 15.67 15.78
Table Bander 13.90 14.01 14.12
Floor Bander & Towmotor 13.90 14.01 14.12
Scheduler/Annealer 15.96 16.07 16.18
Pay-Off Reel Loader 13.90 14.01 14.12
Re-Roll Operator 13.90 14.01 14.12
Roll Grinder 15.54 15.65 15.76
Radio Control Crane Operator 15.56 15.67 15.78
Seasonal Employees 9.16 9.16 9.16
Effective Monday, August 5th, 1996 there shall be a 10 per hour per
year of service increase for all "Schedule C" employees up to the
maximum of "Schedule A."
ARTICLE XVII
RETIREMENT INCOME
17.1 Local 55 UAW Area Wide Retirement Income
The Company shall continue to be a "Contributing Employer" to the
Local 55 UAW Area Wide Retirement Income Fund, and shall be bound by
the provisions of the Local 55 UAW Area Wide Retirement Income Fund,
established pursuant to an Agreement and Declaration of Trust, created
on December 3, l968 and as amended and restated on July 30, 1985;
hereafter referred to as the "Fund" which was created by a Board of
Trustees comprised of an equal number of Employer and Union Trustees,
hereafter referred to as "Trustees."
17.2 Contributions
(a) The Company shall continue to make contributions of twenty-five
dollars ($25.00) per week each employee.
(b) Effective May 6, 1996, the Company agrees to contribute an
additional one dollar and fifteen cents ($1.15) per week per employee
making a total contribution of twenty-six dollars and fifteen cents
($26.15) per week per employee.
(c) Effective May 5, 1997, the Company agrees to contribute an
additional one dollar and fifteen cents ($1.15) per week per employee
making a total contribution of twenty-seven dollars and thirty cents
($27.30) per week per employee.
(d) Effective May 4, 1998, the Company agrees to contribute an
additional one dollar and fifteen cents ($1.15) per week per employee,
making a total contribution of twenty-eight dollars and forty-five
cents ($28.45) per week per employee.
(e) The Company shall make contributions for each employee, in
accordance with Paragraphs (a), (b), (c) and (d), above, provided that
such employee receives compensation of at least eight (8) hours in a
week.
(f) The Company shall make contributions in accordance with
Paragraphs (a) and (b), (c) and (d) above for employees on:
1. Sick leave for a period not to exceed twenty-four months.
2. Sick leave for compensable injury.
3. Union leave of absence.
(g) Contributions shall be made before the tenth (10th) day of the
month following the month for which week contributions are made.
ARTICLE XVIII
TERMINATION
This Agreement shall continue in full force and effect until
12:00 Midnight on the 30th day of July, 1999. Thereafter, it shall be
considered automatically renewed for each following twelve (12) month
period unless either party shall serve written notice on the other
sixty (60) days prior to each anniversary date of their intent to
modify or amend the Agreement. If such notice is given, the parties
will enter into negotiations in an attempt to reach an agreement on
the provisions of a modified or amended contract. Failure to agree,
the contract will be effective only on a day-to-day basis commencing
on the day following the above termination date, until a new agreement
is reached or until the Union serves the Company with a written ten-
day notice to terminate the day-to-day agreement.
IN WITNESS WHEREOF, the parties have caused their names to be
subscribed below by their duly authorized officers and/or
representatives this 30th day of July, 1996.
FOR THE COMPANY:
/X/ Gerald E. LeVea
Gerald E. LeVea, V.P. & Gen. Mgr.
/x/ Edward C. Sibilio
Edward C. Sibilio, Plant Supt.
/x/ Edward J. Davis
Edward J. Davis, Employee Relations
/x/ Charles J. Davitt
Charles J. Davitt,
Corp. Director of Industrial Relations
FOR THE UNION:
/x/ Edward J. McGowan
Edward J. McGowan, Business Representative
/x/ Alfred L. Thompson
Alfred L. Thompson, Chairperson
/x/ Michael Cole
Michael Cole, Committeeperson
/x/ Bret Norris
Bret Norris, Committeeperson
/x/ Michael Zobrist
Michael Zobrist, Committeeperson
FOR THE INTERNATIONAL UNION:
/x/ Geri Ochocinska
Geri Ochocinska, Assistant Director
FOR THE BOARD OF DIRECTORS:
/x/ Neil E. Lipke
Neil E. Lipke
MEMORANDUMS OF UNDERSTANDING
During the course of negotiations the following memorandums were
agreed to:
MEMO #1 - ARTICLE II, SECTION 2.5 - OVERTIME REPRESENTATION
During the current contract negotiations, the Union and the
Company representatives agreed that the current language does not
address the mechanics of how to select a Union Representative if one
has not been scheduled for overtime. The below listed procedure will
be utilized, and is mutually agreeable to both the Union and the
Company.
A. The Union Representative (Committeeperson/Steward) having the
lowest amount of total overtime hours, who is capable of performing
the work, will replace the out of class employee with the highest
total overtime hours in the classification the Union Representative
can perform.
In the event that the above step does not result in a Union
Representative working, the below procedure (B) will be incorporated.
B. The Union Representative (Committeeperson/Steward) having the
lowest amount of total overtime hours, who is capable of performing
the work, will replace the in-class employee with the highest total
overtime hours, in the classification the Union Representative can
perform.
MEMO #2 - OVERTIME ERRORS CORRECTION METHOD
The Company and Union have agreed on a trial basis, to correct
any error in assignment of overtime hours by deducting the number of
hours the employee should have been offered from the employees total
overtime hours as listed on the equalization chart. This trial period
shall remain in effect until one party serves written notice on the
other to cancel this agreement. Should one party serve notice on the
other, the parties shall revert to the former procedure to correct
errors in overtime assignments which is outlined in paragraph 9.12 (e)
of the Collective Bargaining Agreement. Conversion to the former
procedure shall occur not later than the first day of the work week
following seven (7) days after written notice of cancellation is
received.
MEMO #3 - OVERTIME IN THE ANNEAL AND LINE OPERATOR CLASSIFICATION
Overtime in the anneal operation will be offered first to the
employee with the least amount of overtime hours in the Reversing
Mill, Tandem Mill or Scheduler Classifications. These three (3)
classifications will be considered "in-class" for the anneal
operation.
Overtime opportunities in the Line Operator Classification shall
be offered first to the employee(s) with the least amount of overtime
hours charged. The former practice of rotating shall be discontinued.
MEMO #4
Line clean up laborers will receive cloth coveralls upon request.
MEMO #5 - STEP
The Company and Union have agreed in principle to the following
STEP Program and have further agreed to a two (2) hour per month
meeting commitment for the purpose of refining and implementing STEP.
SAFETY TRAINING EFFICIENCY
PRODUCTIVITY
= EQUALS =
SUCCESS TEAMWORK
EDUCATIONAL OPPORTUNITIES
PURPOSE
STATEMENT AND PURPOSE AND COMMITMENT
This statement of purpose and commitment is entered into between
the Company, Gibraltar Steel Corporation, located at 2555 Walden
Avenue, Cheektowaga, New York and the Union, Local 55 UAW on behalf of
its members at Gibraltar Steel. The parties hereto recognize the
benefit of establishing a joint master program which will house a
variety of projects to foster a spirit of cooperation and a mutual
dedication to the full development of employee skills, and meaningful
involvement in the decision making process and the success of the
Company as a world class provider.
The parties recognize that success in this endeavor benefits all;
the employees through job pride and satisfaction, the Company through
recognition as a quality, dependable provider in a world market place
and a greater share of the market.
The parties agree to the following principles in the
establishment of this program and benefits derived from its success.
1. Trust
Decisions must be made in a setting which is characterized by
working together in an atmosphere of complete trust.
2. RESPECT
Decision made at all levels must respect the concerns and
interests of all employees in the Company.
3. SHARING
All employees must share the responsibility to find solutions for
problems and can expect to share in any rewards of achieving common
goals.
The Company and the Union agree that the appropriate vehicle for
this Joint Master Program is:
STEP - Safety
- Training
- Efficiency
- Productivity
which when established will result in:
S - Success
T - Teamwork
E - Educational Opportunities
P - Purpose
Both parties understand clearly the enormous undertaking of this
project and recognize the need for patience, level headedness and
commitment to see this project through. However, the parties also
agree and understand that challenges in the market place from both
competition and customers warrant immediate attention and is in the
best interests of everyone.
An overview of STEP consists of:
A. DEVELOPMENT of each currently identified aspect of the master
program i.e. - safety - training - efficiency - productivity as well
as the general guidelines of the master program itself.
B. IMPLEMENTATION of each aspect of the program (step by step).
C. MONITOR and evaluate.
D. PROVIDE positive recognition.
E. PROVIDE constructive criticism and corrective directions.
MEMO #6 - PRESCRIPTION SAFETY GLASSES
All employees who wear prescription lenses will be reimbursed for
one (1) pair of prescription safety glasses with side shields during
the term of the contract upon approval of the glasses by the Company.
Employees may select any supplier to obtain their glasses from so long
as they meet the required OSHA and ANSI standards. The following
Reimbursement Schedule shall apply:
7/30/96
thru
7/29/97 7/30/97
Single Lenses - $ 20.60 $ 25.60
Bifocal Lenses - $ 33.80 $ 38.80
Trifocal Lenses - $ 40.00 $ 45.00
MEMO #7 - Administration of Excused Overtime Refusal Due to Attendance
at a Union Membership Meeting
The Union Committee will jointly administer excused overtime
refusal due to attendance at a Union Membership Meeting through the
maintenance of a "Sign-Out Sheet" which would be provided and made
available to the Union Membership attending a Union Membership Meeting
at the conclusion of such meeting.
Only those Union Members who could have worked overtime during
the time period in which the Union Membership Meeting was held and who
have signed the "Sign-Out Sheet" will be excused from charged
overtime.
The Union Committee shall deliver the Membership "Sign-Out Sheet"
to the Company by 8:30 A.M. on the first regular work day immediately
following the Union Membership Meeting.
The Company will proceed with the current administration of
charging for overtime and then review such charges in conjunction with
the submitted "Sign-Out Sheet." Those Union Members having signed the
"Sign-Out Sheet" shall be excused from any overtime charges incurred
for the period in which the Union Membership Meeting was held.
MEMO #8 - WELFARE FUND INSURANCE
Effective August 1, 1993 the Welfare Fund coverage shall be
amended to include Rider #21 (Ambulatory Care) and Rider #18
(Preventive Care/or Newborn Children) and $3.00 prescription co-pay
shall be changed to $5.00 prescription co-pay.
May 1, 1996
U.A.W. Local 55
892 Main Street
Buffalo, NY 14202
Attention:
Mr. Edward J. McGowan and Committee
Dear Mr. McGowan:
This letter will confirm our following understanding that was reached
during the 1996 negotiations regarding the following issues:
1. Pursuant to past practice, the Company agrees that it will
continue to post and identify whenever mill clean-up is scheduled on
weekend overtime.
2. Article VII, Section 7.12(g)(2) - as agreed, the Training Program
shall be incorporated as part of this agreement by reference, whenever
a bargaining-unit employee exercises his right to initiate training on
overtime. Also, under the section of the Training Program entitled
"Eligibility" it was further agreed that the following addition in
language be made:
"Employees expressing a need for further training and/or
refamiliarization on a job they have been previously
qualified on may, at the Company's sole discretion, be
temporarily transferred for up to two (2) consecutive work
weeks to again attain competency and proficiency on that
job. Refamiliarization on the job may include retraining on
the basics of the job up to and including updates on the
specifics of setups, new products, and machinery, etc. The
parties recognize that displacement may occur as a result of
the temporary transfer."
3. That the Company is agreeable to accepting the resumes of
relatives of Gibraltar employees for future consideration as outlined
in our letter of April 17th, 1996.
4. That the Company and Union have come to an agreement and
understanding of the job duties of the Laborer and Labor Operator
Classifications. The specific duties of these two (2) classifications
are outlined on the following two (2) pages.
Very truly yours,
GIBRALTAR STRIP AND
STRAPPING DIVISION
Gerald E. LeVea
Vice President and General Manager
Laborer Classification
Duties:
A.) Hand Banding (includes utilizing towmotor).
B.) General Plant Housekeeping (includes strapping line clean up).
C.) Fill in for absenteeism, vacations and jobs requiring additional
manpower due to a "temporary" influx of work.
Requirements and Stipulations:
A.) Laborers shall be trained in two (2) of the following jobs
selected at the sole discretion of the Company: all Helpers, Towmotor,
Janitor, Hooker and Strapping Line Support classifications.
B.) The Company may train, and Laborers may be required to learn all
of the jobs referenced in paragraph A.) above. However, the
qualification standard for the Laborer classification will be a
minimum of qualification in two (2) of the jobs referenced in A.)
above.
C.) The Temporary Transfer, two (2) week limit does not apply.
D.) Filling in for other classifications on their shift or another
shift, is not considered a move.
E.) Laboring overtime (banding, housekeeping) will be shared with the
Labor Operator classification.
F.) Laborers are required to fill in for absenteeism, etc., before
any regular classifications are utilized to fill the vacancy through
temporary transfer. Laborers are required to fill in for absenteeism,
etc. while on overtime.
G.) At the Company's sole discretion it may either post for a plant
wide training opportunity or place a Laborer in such training
opportunity on any job(s) referenced in paragraph A.) above.
Labor Operator Classification
Duties:
A.) Hand Banding (includes utilizing towmotor).
B.) General Plant Housekeeping (includes strapping line clean up).
C.) Fill in for absenteeism, vacations and jobs requiring additional
manpower due to a "temporary" influx of work.
Requirements and Stipulations:
A.) Labor Operators shall be trained in two (2) of the following jobs
selected at the sole discretion of the Company: all Operators, Hooker,
Slitter Helper and Janitor classifications.
B.) Classifictions excluded will be Maintenance, Roll Grinder, and
Truck Driver, specifically.
C.) The Company may train, and Labor Operators may be required to
learn all of the jobs referenced in paragraph A.) above. However, the
qualification standard for the Labor Operator classification will be a
minimum of qualification in two (2) of the jobs referenced in A.)
above.
D.) The Temporary Transfer, two (2) week limit does not apply.
E.) Filling in for other classifications on their shift or another
shift, is not considered a move.
F.) Laboring overtime (banding, housekeeping) will be shared with the
Laborer classification.
G.) Labor Operators are required to fill in for absenteeism, etc.,
before any regular classifications are utilized to fill the vacancy
through temporary transfer. Labor Operators are required to fill in
for absenteeism, etc. while on overtime.
H.) At the Company's sole discretion it may either post for a plant
wide training opportunity or place a Labor Operator in such training
opportunity on any job(s) referenced in paragraph A.) above.
April 21, 1993
U.A.W. Local 55
892 Main Street
Buffalo, NY 14202
Attention: Ms. G. Ochocinska and Committee
Dear Ms. Ochocinska:
During the course of negotiations, the Company and the Union discussed
the criteria by which employees could bump into Labor Operator
Classification during a layoff.
It was mutually agreed that during a layoff, employees having greater
seniority could bump into the Labor Operator Classification providing
such employee was capable of performing two or more Operator
Classifications listed in the Agreement.
Very truly yours,
GIBRALTAR STRIP AND STRAPPING DIVISION
Gerald E. LeVea
Vice President & General Manager
April 21, 1993
U.A.W. Local 55
892 Main Street
Buffalo, NY 14202
Attention: Ms. G. Ochocinska and Committee
Dear Ms. Ochocinska:
During the course of negotiations, the Company and the Union discussed
the ability of employees to remain on their own shift when notified
that they have been called for jury duty. It was mutually agreed as
follows:
Employees called for jury duty shall immediately notify the Company
that they have been so selected. At such time the employee will also
notify the Company of their option to stay on their own shift or to be
transferred to the first (day) shift for the duration of their jury
duty. If the employee elects to stay on his own shift, it is
understood such employee will remain in his own classification.
Should the employee elect to be transferred to days or first shift,
the employee will be considered as an extra and may be
assigned to various jobs in accordance with the terms of the
Collective Bargaining Agreement. It is also understood that the
employee will provide a secondary notice daily between the hours of
5:00 P.M. and 7:00 P.M. to
whomever the Company designates as to their jury duty requirements to
physically report or not to report for such jury duty. The employee
is not eligible to work his opted shift on the day he is required to
report to jury duty.
It is further recognized that this understanding is in accordance with
current court practices and that any changes, variances or unforeseen
circumstances shall be subject of further discussions and mutual
agreement between the Company and the Union.
Very truly yours,
GIBRALTAR STRIP AND STRAPPING DIVISION
Gerald E. LeVea
Vice President & General Manager
May 10, 1993
Ms. Geri Ochocinska
U.A.W. Local 55
892 Main Street
Buffalo, NY 14202
Dear Ms. Ochocinska:
During our recent contract negotiations the negotiating committee
requested that the Company address the status of three (3) items used
in the manufacturing facility that are considered by the workforce as
being irritants. The three items are kerosene, zinc dust additive,
and aluminum paint vapors.
I assure you that the Management of Gibraltar Steel Corporation is
actively pursuing suitable alternate products for these three items.
We would transition into the new products immediately after a
successful trial period.
We have the same concerns regarding safety as the general Union
Membership and will continue to insure that our workplace continues to
remain a safe environment for all of our employees.
Very truly yours,
GIBRALTAR STRIP AND STRAPPING DIVISION
Gerald E. LeVea
Vice President & General Manager
LETTER OF COMMITMENT
Management of Gibraltar will continue to pledge best efforts to the
Strip and Strapping Division on Walden Avenue to ensure that it
remains a viable business for the long term future for the mutual
benefit and security of both the management and all of the employees.
Joseph Rosenecker
President
TABLE OF CONTENTS - I
AGREEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
WITNESSETH: ARTICLE I - PURPOSE
1.1 - Purpose of Agreement. . . . . . . . . . . . . . . . . . .
1.2 - Bargaining Unit Employees . . . . . . . . . . . . . . . .
ARTICLE II - RECOGNITION
2.1 - Union Recognition . . . . . . . . . . . . . . . . . . . .
2.2 - Successor Clause. . . . . . . . . . . . . . . . . . . . .
2.3 - List of Supervisors and Union Representatives . . . . . .
2.4 - Conferences . . . . . . . . . . . . . . . . . . . . . . .
2.5 - Overtime Representation . . . . . . . . . . . . . . . . .
2.6 - No Subcontracting . . . . . . . . . . . . . . . . . . . .
2.7 - Union Bulletin Boards . . . . . . . . . . . . . . . . . .
2.8 - Supervision May Not Work. . . . . . . . . . . . . . . . .
2.9 - Supremacy of the Agreement. . . . . . . . . . . . . . . .
ARTICLE III - COLLECTION OF DUES
3.1 - Membership Cards. . . . . . . . . . . . . . . . . . . . .
3.2 - Membership in Union a Condition of Employment . . . . . .
3.3 - Termination of Employment for Failure to Pay Dues . . . .
ARTICLE IV - REPRESENTATION
4.1 - Representatives and Payment of Committeemen . . . . . . .
4.2 - Representatives May Leave Jobs for Union Activities . . .
4.3 - Payment of Committeemen and Steward . . . . . . . . . . .
ARTICLE V - GRIEVANCE PROCEDURE
5.1 - Grievance Procedure - STEP 1 - Foreman's Disposition. . .
Grievance Property of the Union . . . . . . . . . . . . .
STEP 2 - Plant Manager's Disposition. . . . . . . . . . .
STEP 3 - Disposition of Officers of the Company . . . . .
STEP 4 - Arbitration. . . . . . . . . . . . . . . . . . .
5.2 - Preliminary Meeting for Contemplated Discipline . . . . .
5.3 - Five Work Days to File a Grievance on Discharge . . . . .
5.4 - Evidence Before Arbitration . . . . . . . . . . . . . . .
5.5 - Grievance Meetings Regarding Suspension and/or Discharge.
ARTICLE VI - STRIKES AND LOCKOUTS
6.1 - No Strike Clause. . . . . . . . . . . . . . . . . . . . .
6.2 - No Lockout Clause . . . . . . . . . . . . . . . . . . . .
6.3 - Unauthorized Strikes. . . . . . . . . . . . . . . . . . .
6.4 - Right to Strike . . . . . . . . . . . . . . . . . . . . .
TABLE OF CONTENTS - II
ARTICLE VII - SENIORITY
7.1 - Company-Wide Seniority and Super-Seniority for Union
Representatives . . . . . . . . . . . . . . . . . . . . .
7.2 - Bumping and Recall - Three (3) Work Days Advance Notice
of Layoff . . . . . . . . . . . . . . . . . . . . . . . .
7.3 - Layoff Procedure. . . . . . . . . . . . . . . . . . . . .
7.4 - Recall Procedure. . . . . . . . . . . . . . . . . . . . .
7.5 - Seasonal Employees. . . . . . . . . . . . . . . . . . . .
7.6 - Creation of New Shift . . . . . . . . . . . . . . . . . .
7.7 - Probationary Period . . . . . . . . . . . . . . . . . . .
7.8 - Loss of Seniority . . . . . . . . . . . . . . . . . . . .
7.9 - Seniority Lists . . . . . . . . . . . . . . . . . . . . .
7.10 - Seniority When Transferred or Promoted Out of
Bargaining Unit . . . . . . . . . . . . . . . . . . . . .
7.11 - Change of Address . . . . . . . . . . . . . . . . . . . .
7.12 - Job Posting . . . . . . . . . . . . . . . . . . . . . . .
ARTICLE VIII - LEAVES OF ABSENCE
8.1 - Union Leave . . . . . . . . . . . . . . . . . . . . . . .
8.2 - Personal Leave. . . . . . . . . . . . . . . . . . . . . .
8.3 - Sick Leave with Seniority . . . . . . . . . . . . . . . .
8.4 - Bereavement Leave . . . . . . . . . . . . . . . . . . . .
8.5 - Leave of Absence Under False Pretenses. . . . . . . . . .
8.6 - Jury Duty Leave . . . . . . . . . . . . . . . . . . . . .
8.7 - Veteran's Leave -- Armed Forces . . . . . . . . . . . . .
8.8 - Vacation Pay for Service Men. . . . . . . . . . . . . . .
8.9 - Military Leave - Temporary. . . . . . . . . . . . . . . .
8.10 - Representatives Educational Leave . . . . . . . . . . . .
ARTICLE IX - HOURS, WAGES AND OVERTIME
9.1 - Work Shifts and Guaranteed Work Week. . . . . . . . . . .
9.2 - Work Day and Work Week. . . . . . . . . . . . . . . . . .
9.3 - Overtime Payment. . . . . . . . . . . . . . . . . . . . .
9.4 - Change of Work Shifts and Work Week by Mutual
Agreement . . . . . . . . . . . . . . . . . . . . . . . .
9.5 - Call-In Pay . . . . . . . . . . . . . . . . . . . . . . .
9.6 - Classifications and Rate of Pay Must be Negotiated. . . .
9.7 - Shift Premiums. . . . . . . . . . . . . . . . . . . . . .
9.8 - Pay For Work on Holiday . . . . . . . . . . . . . . . . .
9.9 - Holiday Pay . . . . . . . . . . . . . . . . . . . . . . .
9.10 - Pay For All Holidays Within 31 Days of Termination of
Employment. . . . . . . . . . . . . . . . . . . . . . . .
9.11 - Pay For Holidays While on Vacation, Jury Duty or
National Guard Duty . . . . . . . . . . . . . . . . . . .
9.12 - Overtime. . . . . . . . . . . . . . . . . . . . . . . . .
9.13 - Temporary Transfer. . . . . . . . . . . . . . . . . . . .
9.14 - Operation of Crane by Maintenance Employee. . . . . . . .
TABLE OF CONTENTS - III
ARTICLE X - SAFETY AND HEALTH
10.1 - Health and Safety . . . . . . . . . . . . . . . . . . . .
10.2 - Safety Committee . . . . . . . . . . . . . . . . . . . .
10.3 - Medical Supplies. . . . . . . . . . . . . . . . . . . . .
10.4 - Safety Equipment. . . . . . . . . . . . . . . . . . . . .
Grievance Pertaining to Health and Safety . . . . . . . .
Protective Equipment. . . . . . . . . . . . . . . . . . .
ARTICLE XI - GENERAL CONDITIONS
11.1 - Clauses in Violations of Law. . . . . . . . . . . . . . .
11.2 - Printed Contracts . . . . . . . . . . . . . . . . . . . .
11.3 - Act of God. . . . . . . . . . . . . . . . . . . . . . . .
11.4 - Wash-Up and Lunch Period During Overtime. . . . . . . . .
11.5 - Payment for First Day of Injury . . . . . . . . . . . . .
.
11.6 - Coffee Breaks . . . . . . . . . . . . . . . . . . . . . .
11.7 - Payment for Attending Compensation Hearing. . . . . . . .
11.8 - Shift Transfer. . . . . . . . . . . . . . . . . . . . . .
11.9 - Employment of Disabled. . . . . . . . . . . . . . . . . .
11.10 - Divulging of Information. . . . . . . . . . . . . . . . .
11.11 - Vending Machines. . . . . . . . . . . . . . . . . . . . .
11.12 - Union Representatives May Not Be Promoted During Term
of Office . . . . . . . . . . . . . . . . . . . . . . . .
11.13 - Warning Notices . . . . . . . . . . . . . . . . . . . . .
11.14 - Approval of Agreement . . . . . . . . . . . . . . . . . .
11.15 - Credit Union Deductions . . . . . . . . . . . . . . . . .
11.16 - UAW V-CAP Deductions. . . . . . . . . . . . . . . . . . .
ARTICLE XII - INSURANCE
12.1 - Local 55 UAW Welfare Fund . . . . . . . . . . . . . . . .
12.2 - Monthly Contributions . . . . . . . . . . . . . . . . . .
12.3 - Guarantee for Increased Cost. . . . . . . . . . . . . . .
12.4 - Coverage During Cessation of Active Employment. . . . . .
12.5 - No Liability Upon Company Except to Make Contributions. .
12.6 - Contributions for Newly Hired Employees . . . . . . . . .
12.7 - Retirees Insurance Age 65 . . . . . . . . . . . . . . . .
ARTICLE XIII - VACATIONS
13.1 - Vacation for Employees with Less Than One (1) Year of
Seniority . . . . . . . . . . . . . . . . . . . . . . . .
13.2 - Vacations for Employees with More Than One (1) Year of
Seniority . . . . . . . . . . . . . . . . . . . . . . . .
13.3 - Vacation Computations Shall Include Shift Premium and
Cost of Living. . . . . . . . . . . . . . . . . . . . . .
13.4 - Holidays Not Considered Vacation Time . . . . . . . . . .
13.5 - Payment of Vacation Pay Prior to Vacation Time. . . . . .
13.6 - Vacation Payment For Employees Who Leave Company. . . . .
TABLE OF CONTENTS - IV
13.7 - Vacation May Not Be Designated During Period of Layoff. .
13.8 - Payment of Balance of Pro-Rata Vacation at Time of
Recall. . . . . . . . . . . . . . . . . . . . . . . . . .
13.9 - Anniversary Date. . . . . . . . . . . . . . . . . . . . .
13.10 - Vacation Time May Not Be Accumulated. . . . . . . . . . .
13.11 - Vacation Period . . . . . . . . . . . . . . . . . . . . .
13.12 - Vacation Credit for Sick Time and Leave of Absence. . . .
ARTICLE XIV - MANAGEMENT
14.1 - Management Rights . . . . . . . . . . . . . . . . . . . .
ARTICLE XV - COST-OF-LIVING ALLOWANCE
15.1 - Cost of Living. . . . . . . . . . . . . . . . . . . . . .
ARTICLE XVI - WAGE RATES AND JOB CLASSIFICATION
Schedule "A" . . . . . . . . . . . . . . . . . . . . . . . . .
Schedule "B" . . . . . . . . . . . . . . . . . . . . . . . . .
Schedule "C" . . . . . . . . . . . . . . . . . . . . . . . . .
ARTICLE XVII - RETIREMENT INCOME
17.1 - Local 55 UAW Area Wide Retirement Income Fund . . . . . .
17.2 - Contributions . . . . . . . . . . . . . . . . . . . . . .
ARTICLE XVIII - TERMINATION . . . . . . . . . . . . . . . . . . . . .
MEMORANDUMS OF UNDERSTANDING. . . . . . . . . . . . . . . . . . . . .
LETTERS OF UNDERSTANDING. . . . . . . . . . . . . . . . . . . . . . .
LETTER OF COMMITMENT. . . . . . . . . . . . . . . . . . . . . . . . .
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1000
<CURRENCY> US DOLLARS
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<EXCHANGE-RATE> 1
<CASH> 5,545
<SECURITIES> 0
<RECEIVABLES> 40,804
<ALLOWANCES> 698
<INVENTORY> 62,351
<CURRENT-ASSETS> 109,526
<PP&E> 118,035
<DEPRECIATION> 29,365
<TOTAL-ASSETS> 222,507
<CURRENT-LIABILITIES> 40,853
<BONDS> 48,623
0
0
<COMMON> 123
<OTHER-SE> 121,621
<TOTAL-LIABILITY-AND-EQUITY> 222,507
<SALES> 342,974
<TOTAL-REVENUES> 342,974
<CGS> 281,717
<TOTAL-COSTS> 281,717
<OTHER-EXPENSES> 30,640
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3,827
<INCOME-PRETAX> 26,790
<INCOME-TAX> 10,815
<INCOME-CONTINUING> 15,975
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 15,975
<EPS-PRIMARY> 1.42
<EPS-DILUTED> 1.42
</TABLE>
