CABRE CORP
1209 Orange Street
Wilmington, Delaware 19801
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD OCTOBER 10, 1995
NOTICE IS HEREBY GIVEN that the Annual meeting of
Stockholders of Cabre Corp will be held at the Green Oaks
Inn, 6901 West Freeway, Ft. Worth, Texas on Tuesday, October
10, 1995 at 10:00 a.m. for the following purposes:
1) To elect four directors to serve for the ensuing
year and until their respective successors are elected;
2) To ratify the appointment of Jackson and Rhodes,
P.C. as the independent public auditors for FY 96; and
3) To transact such other business as may properly
come before the meeting or any adjournment or adjournments thereof.
The close of business on August 11, 1995 has been fixed
as the record date for the determination of the stockholders
entitled to notice of, and to vote at the meeting or any
adjournment or adjournments thereof.
A copy of the Cabre Corp Form 10-KSB for fiscal 1995 is
being mailed to stockholders with this Proxy Statement.
By the Order of the Board of Directors
Gary L. Skaggs
Secretary
____________
August 12, 1995
Whether or not you plan to attend the meeting, please mark,
date and sign the accompanying proxy and promptly return it
in the enclosed envelope. If you attend the meeting, you
may vote your shares in person, even though you have
previously signed and returned your proxy.
CABRE CORP
1209 Orange Street
Wilmington, Delaware 19801
PROXY STATEMENT
Annual Meeting of Stockholders to be held October 10, 1995
This proxy statement is furnished in connection with
the solicitation by the Board of Directors of Cabre Corp
(the "Company" or "Cabre") of proxies to be voted at the
Annual Meeting of Stockholders of the Company to be held on
October 10, 1995, at the Green Oaks Inn, 6901 West Freeway,
Ft. Worth, Texas, and at any adjournment thereof. This
proxy statement and the proxies solicited hereby are first
being sent or delivered to stockholders on or about August
31, 1995.
EXPENSES OF SOLICITATION
The cost of soliciting proxies will be borne by the
Company including expenses in connection with the
preparation and mailing of this proxy statement and all
papers which now accompany or may hereafter supplement it.
The solicitation will be made by mail. The Company will
also supply brokers or persons holding stock in their names
or in the names of their nominees with such number of
proxies, proxy material and annual reports as they may
require for mailing to beneficial owners, and will reimburse
them for their reasonable expenses.
VOTING
A proxy may be revoked by a stockholder at any time
prior to its use. If it is signed properly by the
stockholder and is not revoked, it will be voted at the
meeting. If a stockholder specifies how the proxy is to be
voted with respect to any of the proposals for which a
choice is provided, the proxy will be voted in accordance
with such specifications. If a stockholder fails to so
specify with respect to such proposals, the proxy will be
voted FOR items 1 and 2.
Only stockholders of record at the close of business on
August 11, 1995 will be entitled to vote at the meeting.
The total number of issued and outstanding shares of common
stock of the Company, $2.00 par value, ("Common Stock") as
of August 11, 1995 is 906,591 shares, each share having one
vote. There are no other issued or authorized classes of
stock of the Company.
Only votes cast in person or by proxy will be counted
at the meeting. Abstentions, if any, will be reflected in
the minutes of the meeting.
ELECTION OF DIRECTORS
Four (4) Directors are to be elected at the Annual
Meeting, to hold office until the next Annual Meeting of
Stockholders and until their successors are elected and have
qualified. The Company bylaws allow from one to twelve
directors. It is the intention of the persons named in the
accompanying form of proxy to vote for the nominees listed.
All nominees have indicated their willingness to serve for
the ensuing term, but if any nominee is unable or should
decline to serve as a Director at the date of the Annual
Meeting, it is the intention of the persons named in the
proxy to vote for such other person or persons as they in
their discretion shall determine. Proxies will not be
voted, however, for more than four nominees. All directors
have served since January 24, 1992. The ages of the
nominees, their principal occupations or employment during
the past five years, and other data regarding them, based
upon information received from them are as follows:
Director
Name Age Principal Occupation Since
Gary W. Havener 54 President and Chief
Executive Officer,
Cabre Corp; Sole Director,
Antenna Products and Thirco,
wholly owned subsidiaries
of Cabre; President,
Sinan Corp. January 1992
Gary L. Skaggs 51 Vice President, Secretary,
Treasurer, and Chief Financial
Officer, Cabre Corp; President,
Antenna Products Corporation
President, Thirco; Sole Director
and President, Metal Finishing
Corp. January 1992
Sam B. Ligon 56 President, Jokari/US, Inc. January 1992
Paul St. Amant 46 President and Chief Operating
Officer, The Tetra Group, Inc. January 1992
Mr. Havener has served as the Sole Director of Antenna
Products Corporation, the wholly owned subsidiary of the
Company, since 1986. Mr. Havener also served as the
President of Antenna Products Corporation from 1986 until
December 1988. Mr. Havener has served as sole director of
Thirco, a wholly owned subsidiary of the company since its
inception in November 1993. Since December 1984 Mr. Havener
has served as the President of Sinan Corp., an investment
company. Sinan Corp. is not a parent, subsidiary or
affiliate of the Company.
Mr. Skaggs has served as President of Antenna Products
Corporation since December 1988. Mr. Skaggs joined Antenna
Products in May 1987 as Executive Vice President and Chief
Financial Officer. Mr. Skaggs also serves as President of
Thirco and is the Sole Director and President of Metal
Finishing Corp.
Mr. Sam B. Ligon has been President of Jokari/US, Inc.
since 1974, the principal business of which is the design,
distribution and sale of housewares. Jokari/US, Inc. is not
a parent, subsidiary or affiliate of the Company.
Mr. Paul St. Amant has been President and Chief
Operations Officer of the Tetra Group, Inc. since 1990 and
has been a member of the Board of Directors of the Tetra
Group, Inc. since 1989. Mr. St. Amant joined the Tetra
Group, Inc. in 1985 as Partner and Project Director. The
principal business of the Tetra Group, Inc. is construction
management. The Tetra Group, Inc. is not a parent,
subsidiary or affiliate of the Company.
SECURITY OWNERSHIP
The following table sets forth the beneficial ownership
of the Company's Common Stock as of August 11, 1995, (a) by
each director, (b) by the named executive officers, and (c)
by all persons known to the company to be the beneficial
owners of more than 5% of the Company's Common Stock and,
(d) all directors and executive officers as a group.
Name and Address Shares Owned Directly Percent of
of Beneficial Owners (3) and Indirectly Class (2)
Gary W. Havener 352,119(1) 38.84%
Sinan Corp.
P.O. Box 121969
Ft. Worth, TX 76121
Gary L. Skaggs 65,300 7.20%
Antenna Products Corporation
101 S.E. 25th Ave.
Mineral Wells, Texas 76067
Clark D. Wraight 55,057 6.18%
Antenna Products Corporation
101 S.E. 25th Ave.
Mineral Wells, Texas 76067
Ronnie E. Chandler 52,547 5.80%
Antenna Products Corporation
101 S.E. 25th Ave.
Mineral Wells, Texas 76067
Ross L. Bell 48,385 5.34%
Antenna Products Corporation
101 S.E. 25th Ave.
Mineral Wells, Texas 76067
All directors and officers
of Cabre Corp as a group
(two persons) 417,419 46.04%
<F1>
(1) Sinan Corp., wholly owned by Mr. Havener and his
children, owns of record 198,695 of these shares representing 21.92% of the
total outstanding shares. Mr. Havener as President of Sinan
Corp., has sole voting and investment power with
respect to all shares of common stock shown as beneficially
owned by Sinan Corp.
<F2>
(2) Based on total outstanding shares of 906,591 as of
August 11, 1995.
<F3>
(3) The persons named herein have sole voting and
investment power with respect to all shares of
Common Stock shown as beneficially owned by them, subject to
community property laws where applicable and subject to the Texas laws for
personal holding companies, as applicable.
EXECUTIVE COMPENSATION
The following table sets forth certain information
regarding compensation paid during each of the last three
fiscal years to the Chief Executive Officer of the Company.
Due to the performance of the Antenna Products subsidiary,
Mr. Havener's director fee for Antenna Products has been
suspended.
SUMMARY COMPENSATION TABLE
Name and Principal Position Annual Compensation
Fiscal Year Other Annual (1)
Ended May 31 Salary ($) Bonus ($) Compensation ($)
G.W. Havener 1995 $0 $0 $105,500
Chairman, President
and CEO
1994 $0 $0 $83,667
1993 $0 $0 $32,000
<F1>
(1) Represents Antenna Products Corporation director
fees. 1995 also includes Cabre director fees
of $2,500; 1994 Cabre director fees of $2,000; and 1993
Cabre director fees of $2,000.
BOARD MEETINGS AND COMMITTEES
The Board of Directors of the Company held five
meetings in the fiscal year ended May 31, 1995. Gary
Havener, Gary Skaggs and Paul St. Amant were in attendance
at each meeting. Sam Ligon attended four of the Director's
meetings.
The Board of Directors has no standing Audit,
Nominating, or Compensation committee.
COMPENSATION OF DIRECTORS
Compensation for Cabre Corp Board members is set at
$500 for each board meeting attended. A total of $2500 was
paid to Gary Havener, Gary Skaggs and Paul St. Amant in the
fiscal year ended May 31, 1995. Sam Ligon was paid $2,000
for the same period.
CERTAIN TRANSACTIONS
Audile, Inc. a discontinued operating subsidiary of
Cabre Corp leased its 8,750 square foot facility from the
principal shareholder, Gary Havener. The monthly rent was
$2,142.68. The lease was canceled effective February 9,
1995.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT
OF 1934
Section 16(a) of the Securities Exchange Act of 1934
requires the Company's officers and directors, and persons
who own more than ten percent of a registered class of the
Company's equity securities, to file reports of ownership on
Form 3 and changes in ownership on Form 4 or Form 5 with the
Securities and Exchange Commission (the "SEC"). Such
officers, directors and ten-percent shareholders are also
required by SEC rules to furnish the Company with copies of
all Section 16(a) forms they file.
Based solely on its review of the copies of such forms
received by it, or written representations from certain
reporting persons that no Form 5's were required for such
persons, the Company believes that, during the fiscal year
ended May 31, 1995, all Section 16(a) filing requirements
applicable to its officers, directors and ten-percent
shareholders have been filed.
APPOINTMENT OF INDEPENDENT AUDITORS
On December 11, 1992, the Board of Directors of Cabre
Corp (the "Company") adopted a resolution appointing Jackson
& Rhodes P.C., 8140 Walnut Hill Lane, Suite 800 Dallas,
Texas 75231 as the Company's principal accounting firm to
audit the Company's financial statements.
Subject to ratification by the stockholders, the Board
of directors appointed Jackson and Rhodes, P.C., independent
auditors, to serve for the fiscal year ending May 31, 1996.
Jackson and Rhodes, P.C. has informed management that
it will send a representative to the Annual Meeting and that
such representative may make a statement to the meeting if
he so desires and will be available to answer any questions
that might arise in connection with the audit of the Company
and its subsidiaries.
DEADLINE FOR STOCKHOLDER PROPOSALS
Proposals of stockholders intended to be presented at
the Annual Meeting in October 1996 must be received by the
Company not later than May 10, 1996, for inclusion in its
Proxy Statement and form of proxy relating to that meeting.
OTHER MATTERS
The Board of Directors knows of no business other than
that set forth in items 1 and 2 of the Notice of Annual
Meeting of Stockholders that is expected to be brought
before the meeting. However, if any other matters, not now
known or determined, come before the meeting, the persons
named in the proxy furnished herewith will vote according to
their best judgment in the interest of the Company.
Insofar as any of the information in the Proxy
Statement may rest particularly within the knowledge of
persons other than the Company, the Company relies upon
information furnished by others for the accuracy and
completeness thereof.
By Order of the Board of Directors
Gary L. Skaggs
Secretary
August 12, 1995
Whether or not you plan to attend the meeting, please mark,
date and sign the enclosed proxy exactly as your name
appears thereon and mail it promptly in the enclosed
envelope to:
Society Bank & Trust
Proxy Department
1201 Elm Street
Suite 5050
Dallas, TX 75270
