-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IDHB/k+VRiZ6U80xTWsWcaGkwvK7HyckKF+fQdXCoYkpwO5Cmq4ADifydSnVRJ4H fRtvq6ev4GdVfsPAf6YGRg== 0001219870-07-000026.txt : 20070511 0001219870-07-000026.hdr.sgml : 20070511 20070511110910 ACCESSION NUMBER: 0001219870-07-000026 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070509 FILED AS OF DATE: 20070511 DATE AS OF CHANGE: 20070511 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: GIBRALTAR INDUSTRIES, INC. CENTRAL INDEX KEY: 0000912562 STANDARD INDUSTRIAL CLASSIFICATION: STEEL WORKS, BLAST FURNACES & ROLLING & FINISHING MILLS [3310] IRS NUMBER: 161445150 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 3556 LAKE SHORE ROAD STREET 2: P O BOX 2028 CITY: BUFFALO STATE: NY ZIP: 14219-0228 BUSINESS PHONE: 7168266500 MAIL ADDRESS: STREET 1: GATEWAY EXECUTIVE PARK STREET 2: 3556 LAKE SHORE ROAD PO BOX 2028 CITY: BUFFALO STATE: NY ZIP: 14219-0228 FORMER COMPANY: FORMER CONFORMED NAME: GIBRALTAR STEEL CORP DATE OF NAME CHANGE: 19930924 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LIPKE BRIAN J CENTRAL INDEX KEY: 0000942075 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-22462 FILM NUMBER: 07840614 BUSINESS ADDRESS: STREET 1: 75 ELMVIEW AVENUE CITY: HAMBURG STATE: NY ZIP: 14075 BUSINESS PHONE: 7163120601 MAIL ADDRESS: STREET 1: 3556 LAKE SHORE RD STREET 2: P O BOX 2028 CITY: BUFFALO STATE: NY ZIP: 14219-0228 4 1 primary_doc.xml PRIMARY DOCUMENT X0202 4 2007-05-09 0 0000912562 GIBRALTAR INDUSTRIES, INC. ROCK 0000942075 LIPKE BRIAN J 3556 LAKE SHORE RD P O BOX 2028 BUFFALO NY 14219-0228 1 1 0 0 Chairman and CEO Common Stock 2007-05-09 4 G 0 685 0 D 83877 D Restricted Stock Unit 39728 D Common Stock 5235.47 I Gibraltar Industries, Inc. 401(k) Savings Plan Restricted Stock Unit 70427 D Restricted Stock Unit 150000 D Common Stock 89352 I By Trust Common Stock 180900 I Rush Creek Common Stock 896040 I By Trust Common Stock 2769021 I By Trust Common Stock 10507 I By Trust Common Stock 8407 I By Trust Common Stock 10050 I By Trust Common Stock 5220 I By Trust Common Stock 91320 I By Trust Common Stock 45000 I By Trust Common Stock 8700 I By Trust Common Stock 8909 I By Trust Common Stock 2077 I By Trust Option to Buy 21.75 1998-07-08 2007-07-08 Common Stock 37500 37500 D Option to Buy 22.5 1999-03-27 2008-03-27 Common Stock 75000 75000 D Option to Buy 14.07 2001-07-18 2010-07-18 Common Stock 18750 18750 D Restricted Stock Units awarded as part of Company's long term incentive plan. Twenty-five percent (25%) of total units awarded vest and are payable, solely in shares of common stock of the Company on each anniversary of the April 27, 2007 award date. Represents the number of units held by the reporting person in the unitized stock fund of the Gibraltar Industries, Inc. 401(k) Savings Plan. The unitized stock fund consists of stock of Gibraltar Industries, Inc. and cash and other short term investments. The number of shares of stock represented by each unit fluctuates depending on the ratio of the number of shares of stock of Gibraltar Industries, Inc. in the fund to other investments. The number of shares represented by each unit cannot be precisely determined. The Restricted Stock Units vest and are paid in cash or Common Stock on the fourth anniversary of the award grant.(LTIP) These Restricted Units have been approved for award as a supplemental retirement benefit and vest and are payable upon the executive's retirement at or after age 60. Represents shares indirectly held by trust created under the Last Will and Testament of Kenneth E. Lipke for the benefit of the mother of reporting person as to which trust reporting person serves as one of three trustees and shares voting and investment power. Shares held indirectly representing the pecuniary interest of reporting person in shares of Gibraltar Industries, Inc. common stock held by Rush Creek Investment Co., LP. The reporting person disclaims beneficial interest in such shares, except to the extent of his beneficial interest. Represents shares held by a trust for the benefit of reporting person of which he serves as one of three trustees and shares voting and investment power. Represents shares held by four trusts for the benefit of insiders of Gibraltar Industries, Inc., each of which reporting person serves as one of three trustees and shares voting and investment power and as to which he disclaims beneficial ownership. Represents shares held indirectly by trust for the benefit of the daughter of reporting person (Katherine Victoria). Represents shares held indirectly by trust for the benefit of a child (Carlisle Lipke-Ricci) of an insider of Gibraltar Industries, Inc., which the reporting person serves as one of four trustees and shares voting and investment power and as to which shares he disclaims beneficial ownership. Represents shares held indirectly by trust for the benefit of a child (Kenneth Eric Lipke) of an insider of Gibraltar Industries, Inc., which the reporting person serves as one of three trustees and shares voting and investment power and as to which shares he disclaims beneficial ownership. Represents shares held indirectly by reporting person as custodian for daughter under UGMANY. Represents shares indirectly held by trust for the benefit of reporting person of which the reporting person serves as one of five trustees and shares voting and investment power. Represents shares indirectly held by trust for the benefit of an insider of Gibraltar Industries, Inc., of which the reporting person serves as one of five trustees and shares voting and investment power, and as to which shares he disclaims beneficial ownership. Represents shares indirectly held by trust for the benefit of a child (Erica Rae Lipke) of an insider of Gibraltar Industries, Inc., which the reporting person serves as one of three trustees and shares voting and investment power and as to which shares he disclaims beneficial ownership. Represents shares indirectly held by trust for the benefit of reporting person's daughter (Elissa Kristina). Represents shares indirectly held by reporting person as custodian for relative under UGMANY (Jonathon Solomon). Grant to reporting person of option to buy shares of common stock under Gibraltar Industries, Inc. Non-Qualified Stock Option Plan. Options exercisable at rate of 25% per year. Grant to reporting person of option to buy shares of common stock under Gibraltar Industries, Inc. Incentive Stock Option Plan. Options exercisable at rate of 25% per year. /s/ Paul J. Schulz, Attorney in Fact for Brian J. Lipke 2007-05-11 EX-24 2 lipkebjv2.htm POWER OF ATTORNEY ARTHUR A


BRIAN J. LIPKE

LIMITED POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS



Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Gerald S. Lippes, Michael E. Storck and Paul J. Schulz, each acting individually, as the undersigned's true and lawful attorney-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned to:


(1)  prepare, execute, acknowledge, deliver and file Forms 3, 4, and 5 (including any amendments thereto) with respect to the securities of Gibraltar Steel Corporation, a Delaware corporation (the "Company"), with the United States Securities and Exchange Commission, any national securities exchanges and the Company, as considered necessary or advisable under Section 16(a) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, as amended from time to time (the "Exchange Act");


(2)  seek or obtain, as the undersigned's representative and on the undersigned's behalf, information on transactions in the Company's securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to each of the undersigned's attorneys-in-fact appointed by this Power of Attorney and approves and ratifies any such release of information; and


(3)  perform any and all other acts which in the discretion of such attorney-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing.


The undersigned acknowledges that:


(1)  this Power of Attorney authorizes, but does not require, each such attorney-in-fact to act in their discretion on information provided to such attorney-in-fact without independent verification of such information;


(2)  any documents prepared and/or executed by either such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney will be in such form and will contain such information and disclosure as such attorney-in-fact, in his or her discretion, deems necessary or desirable;


(3)  neither the Company nor either of such attorneys-in-fact assumes (i) any liability for the undersigned's responsibility to comply with the requirement of the Exchange Act, (ii) any liability of the undersigned for any failure to comply with such requirements, or (iii) any obligation or liability of the undersigned for profit disgorgement under Section 16(b) of the Exchange Act; and


(4)  this Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned's obligations under the Exchange Act, including without limitation the reporting requirements under Section 16 of the Exchange Act.


The undersigned hereby gives and grants each of the foregoing attorneys-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary or appropriate to be done in and about the foregoing matters as fully to all intents and purposes as the undersigned might or could do if present, hereby ratifying all that each such attorney-in-fact of, for and on behalf of the undersigned, shall lawfully do or cause to be done by virtue of this Limited Power of Attorney.


This Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to each such attorney-in-fact.


IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this ____ day of December, 2005.



___________________________________

Brian J. Lipke



STATE OF NEW YORK

SS:

COUNTY OF __________


On the ____ day of December in the year 2005, before me, the undersigned, a notary public in and for said state, personally appeared Brian J. Lipke, personally known to me or provided to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity(ies), and that by his/her/their signature(s) on the instrument, the individual(s) or the person upon behalf of which the individual(s) acted, executed the instrument.



_____________________________

Notary Public



-----END PRIVACY-ENHANCED MESSAGE-----