CABRE CORP
1209 Orange Street
Wilmington, Delaware 19801
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD OCTOBER 21, 1997
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Cabre Corp
will be held at Antenna Products Corporation, 101 S.E. 25th Avenue, Mineral
Wells, Texas 76067 on Tuesday, October 21, 1997 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 98; 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 15, 1997 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 1997 is being mailed to
stockholders with this Proxy Statement.
By the Order of the Board of Directors
Gary W. Havener
President
____________
August 16, 1997
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 21, 1997
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 21, 1997, at Antenna Products Corporation, 101 S.E. 25th Avenue,
Mineral Wells, Texas 76067 and at any adjournment thereof. This proxy
statement and the proxies solicited hereby are first being sent or delivered
to stockholders on or about October 5, 1997.
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
management's nominees listed below under Election of Directors and the
ratification of the appointment of Jackson & Rhodes, P.C.
Only stockholders of record at the close of business on August 15, 1997 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 15, 1997 is 906,464 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. 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 56 President and Chief Executive
Officer, Cabre Corp; Sole
Director and President,
Antenna Products, wholly owned
subsidiary of Cabre Corp;
President, Sinan Corp. January 1992
Sam B. Ligon 58 President, Jokari/US, Inc. January 1992
Clark D. Wraight 53 Vice President and
Secretary Treasurer, October 1996
Cabre Corp; Vice President
and General Manager, Antenna
Products; and President,
Thirco, Inc.
Robert E. Taylor, Jr. 39 Vice President, Wingate
Partners
Mr. Havener has served as the Sole Director of Antenna Products Corporation,
the wholly owned subsidiary of the Company, since 1986. Mr. Havener has
served as the President of Antenna Products Corporation since January 1996.
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. 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.
Clark D. Wraight was appointed by the Board of Directors as Vice President
and Secretary Treasurer of Cabre Corp in January 1996. Mr. Wraight has been
employed with Antenna Products since 1979 and has served as an officer of the
Company since 1981. Mr. Wraight currently serves as Vice President and
General Manager of Antenna Products and President of Thirco, Inc. a wholly
owned subsidiary of the Company.
Robert Taylor, Jr., has been Vice President of Wingate Partners since 1994.
Wingate Partners is a private equity group which seeks to acquire mid market
manufacturing, distributing, and service businesses with $50M to $500M in
revenue. He also serves as a board member for ITCO Tire Company. Prior to
Wingate, Mr. Taylor was Managing Director of Valley National Investors, a
private equity firm. Previously, he was General Manager of Robert Taylor &
Son, Inc., an aluminum and bronze foundry and fourth generation family
business; in 1992, he sold the company.
SECURITY OWNERSHIP
The following table sets forth the beneficial ownership of the Company's
Common Stock as of August 15, 1997, (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 402,118(1) 44.36%
Sinan Corp.
P.O. Box 121697
Ft. Worth, TX 76121
Asset Value Fund
Limited Partnership 85,685 9.45%
P.O. Box 74
Bedminister, NJ 07921
Clark D. Wraight 71,407 7.87%
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) 473,525 52.24%
- ----------
(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.
(2) Based on total outstanding shares of 906,464 as of August 15, 1997.
(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.
SUMMARY COMPENSATION TABLE
Name and Principal
Position Annual Compensation
- ------------------ -------------------
Fiscal Year Other Annual
Ended May 31 Salary ($) Bonus ($) Compensation($)
------------ ---------- --------- --------------
G.W. Havener 1997 $0 $0 $ 1,000(1)
Chairman, President
and CEO $ 98,000(2)
1996 $0 $0 $ 1,000(1)
$ 98,000(3)
1995 $0 $0 $ 105,500
- ----------
(1) Cabre Director's Fee
(2) 1997 Antenna Products Director's Fee - $57,167 paid and $40,833 accrued.
(3) 1996 accrued Director's Fee, Paid in FY97.
BOARD MEETINGS AND COMMITTEES
The Board of Directors of the Company held two meetings in the fiscal year
ended May 31, 1997. Gary Havener, Sam Ligon Clark Wraight were in attendance
at each meeting.
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 $1000 was paid to Gary Havener, Sam Ligon and
Clark Wraight in the fiscal year ended May 31, 1997.
CERTAIN TRANSACTIONS
None.
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, the Company believes
that, during the fiscal year ended May 31, 1997, 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, 1998.
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 1998 must be received by the Company not later than May 9, 1998, 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 W. Havener
President
August 16, 1997
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:
Harris Trust Company of New York
Wall Street Station
P.O. Box 1010
New York, NY 10269-0523
