<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
[X] Definitive Proxy Statement RULE 14C-5(D)(2))
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
The L.S. Starrett Company
------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
(same)
------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[_] $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
Notes:
<PAGE>
THE L.S. STARRETT COMPANY
ATHOL, MASSACHUSETTS 01331
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
SEPTEMBER 20, 1995
NOTICE IS HEREBY GIVEN that the Annual Meeting of the stockholders of The
L.S. Starrett Company will be held at the office of the Company in Athol,
Massachusetts, on Wednesday, September 20, 1995 at 2:00 p.m. for the following
purposes:
1. To elect a class of two directors, each to hold office for a term of
three years and until his successor is chosen and qualified.
2. To consider and act upon any other matter that may properly come before
the meeting or any adjournment or adjournments thereof.
The Board of Directors has fixed July 28, 1995 as the record date for the
determination of stockholders entitled to vote at the Annual Meeting, or any
adjournments thereof, and to receive notice thereof. The transfer books of the
Company will not be closed.
You are requested to execute and return the enclosed proxy, which is
solicited by the management of the Company.
Peter MacDougall, Clerk
Athol, Massachusetts
August 16, 1995
WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE ANNUAL MEETING, PLEASE DATE,
SIGN AND PROMPTLY RETURN THE ENCLOSED FORM OF PROXY IN THE ENCLOSED STAMPED
AND ADDRESSED ENVELOPE. IF YOU DESIRE TO VOTE YOUR SHARES IN PERSON AT THE
ANNUAL MEETING, YOUR PROXY WILL BE RETURNED TO YOU.
<PAGE>
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
OF
THE L.S. STARRETT COMPANY
ATHOL, MASSACHUSETTS 01331
The enclosed form of proxy and this Proxy Statement have been mailed to
stockholders on or about August 16, 1995 in connection with the solicitation
by the Board of Directors of The L.S. Starrett Company (the "Company") of
proxies for use at the Annual Meeting of Stockholders to be held at the office
of the Company in Athol, Massachusetts on Wednesday, September 20, 1995 at
2:00 p.m., or at any adjournments thereof, for the purposes set forth in the
accompanying notice of annual meeting of stockholders.
It is the intention of the persons named as proxies to vote shares
represented by duly executed proxies for the proposals described in this Proxy
Statement unless contrary specification is made. Any such proxy may be revoked
by a stockholder at any time prior to the voting of the proxy by a written
revocation received by the Clerk of the Company, by properly executing and
delivering a later-dated proxy, or by attending the meeting, requesting return
of the proxy and voting in person. A PROXY, WHEN EXECUTED AND NOT SO REVOKED,
WILL BE VOTED AT THE MEETING, INCLUDING ANY ADJOURNMENTS THEREOF; AND IF IT
CONTAINS ANY SPECIFICATIONS, IT WILL BE VOTED IN ACCORDANCE THEREWITH.
Stockholders of record as at the close of business on July 28, 1995 will be
entitled to vote at this meeting. On that date, the Company had outstanding
and entitled to vote 4,955,452 shares of Class A Stock and 2,157,752 shares of
Class B Stock. Each outstanding share of Class A Stock entitles the record
holder thereof to one vote and each outstanding share of Class B Stock
entitles the record holder thereof to ten votes. The holders of Class A Stock
are entitled to elect 25% of the Company's directors to be elected at each
meeting and such holders voting together with the holders of Class B Stock as
a single class are entitled to elect the remaining directors to be elected at
the meeting. Except for the foregoing and except as provided by law, all
actions submitted to a vote of stockholders will be voted on by the holders of
Class A and Class B Stock voting together as a single class. Pursuant to
Massachusetts law, the Company's Board of Directors is divided into three
classes with one class to be elected at each annual meeting of stockholders.
I. ELECTION OF DIRECTORS
The Board of Directors has fixed the number of directors at seven and
designated Andrew B. Sides, Jr., Douglas R. Starrett and Roger U. Wellington,
Jr. to serve as Class I Directors; Douglas A. Starrett and William S. Hurley
to serve as Class II Directors; and George B. Webber and J. Richard Bullock to
serve as Class III Directors; and, in the case of each director, until his
successor is chosen and qualified.
1
<PAGE>
It is the intention of the persons named in the proxy to vote for the
election of the two persons named below as Class III Directors, each to hold
office for a term of three years and until his successor is chosen and
qualified.
The names and ages of the nominees for directors proposed by the management,
their principal occupation, the significant business directorships they hold,
the years in which they first became directors of the Company and the amount
of securities of the Company beneficially owned by them as of July 28, 1995
are as follows:
<TABLE>
<CAPTION>
SHARES BENEFICIALLY
OWNED(1)
(PERCENT OF CLASS)
PRINCIPAL OCCUPATION AND SIGNIFICANT DIRECTOR -----------------------
NAME(AGE) DIRECTORSHIPS SINCE CLASS A CLASS B
--------- ------------------------------------ -------- --------- ---------
<S> <C> <C> <C> <C>
CLASS III--DIRECTOR TO BE ELECTED BY CLASS A STOCKHOLDERS:
J. Richard Bullock(72).. Formerly CEO of Wyman-Gordon 1985 200 200
Company, Worcester, Massachusetts, (*) (*)
producer of impression die forgings.
CLASS III--DIRECTOR TO BE ELECTED BY CLASS A AND CLASS B STOCKHOLDERS VOTING TOGETHER:
George B. Webber(74).... Vice President Webber Gage Division 1962 67,393(5) 79,429(5)
of the Company. (1.4%) (3.7%)
</TABLE>
The following table sets forth the names and ages of the Class I and II
Directors, their principal occupation, the significant business directorships
they hold, the years in which they first became directors of the Company and
the amount of securities of the Company beneficially owned by them as of July
28, 1995:
<TABLE>
<CAPTION>
SHARES BENEFICIALLY
OWNED(1)
(PERCENT OF CLASS)
PRINCIPAL OCCUPATION AND SIGNIFICANT DIRECTOR -----------------------
NAME(AGE) DIRECTORSHIPS SINCE CLASS A CLASS B
--------- ------------------------------------ -------- --------- ---------
<S> <C> <C> <C> <C>
CLASS I--DIRECTORS SERVING UNTIL 1996 ANNUAL MEETING OF STOCKHOLDERS:
Andrew B. Sides, Consultant; formerly CEO of Rhode 1986 250 250
Jr.(70)................ Island Tool Company, Providence, (*) (*)
Rhode Island, producer of forgings;
Director, Colonial Gas Company.
Douglas R. Starrett(75). Chairman and CEO of the Company. 1952 97,284(3) 78,530(3)
(2.0%) (3.6%)
Roger U. Wellington, Treasurer and Chief Financial 1987 7,731(4) 2,980(4)
Jr.(54)................ Officer of the Company. (*) (*)
CLASS II--DIRECTORS SERVING UNTIL 1997 ANNUAL MEETING OF STOCKHOLDERS:
William S. Hurley(51)... Vice President Controller, Bolt 1993 200(6) --
Beranek and Newman Inc., Cambridge, (*)
Massachusetts, diversified high
technology.
Douglas A. Starrett(43). President of the Company. 1984 7,305(2) 8,211(2)
(*) (*)
</TABLE>
2
<PAGE>
--------
(1) Includes shares beneficially owned as defined in applicable rules of the
Securities and Exchange Commission, whether or not interest in such shares
is disclaimed by the nominee. All shares are held with sole voting and
investment power except as indicated below for certain nominees.
(2) Includes 150 Class A and 550 Class B shares held with shared voting and
investment power and 4,006 Class A and 1,770 Class B shares held with sole
voting power only. Douglas A. Starrett is the son of Douglas R. Starrett.
(3) Includes 53,319 Class A and 48,758 Class B shares held with shared voting
and investment power, 2,713 Class A and 672 Class B shares held with
shared voting power only and 5,820 Class A and 4,363 Class B shares held
with sole voting power only.
(4) Includes 2,851 Class A and 944 Class B shares held with shared voting and
investment power and 4,880 Class A and 2,036 Class B shares held with sole
voting power only.
(5) Includes 4,315 Class A and 2,615 Class B shares held with sole voting
power only.
(6) Shares are held with shared voting and investment power.
* Less than 1%
At July 28, 1995, the directors' and officers' beneficial ownership of the
Company's Common Stock consisted of 186,942 Class A and 176,541 Class B shares
(3.8% and 8.2%, respectively, of the outstanding shares), all of which were
held with sole voting and investment power except that 57,365 Class A and
54,675 Class B shares were held with shared voting and investment power, 2,713
Class A and 672 Class B shares were held with shared voting power only and
24,755 Class A and 13,302 Class B shares were held with sole voting power
only.
Richard Newton, Douglas A. Starrett and Roger U. Wellington, Jr., as
Trustees under the Company's 401(k) Stock Savings Plan and Employee Stock
Ownership Plan, c/o the Company, 121 Crescent Street, Athol, Massachusetts
01331, at July 28, 1995 owned beneficially 930,460 Class A and 408,254 Class B
shares (18.8% and 18.9%, respectively, of the outstanding shares) of Common
Stock of the Company, all of which were held with sole dispositive power
subject to the terms of the respective Plans and 2,311 Class A and 1,247 Class
B shares of which were held with sole voting power. Except for an aggregate of
21,734 Class A and 11,456 Class B shares allocated to the accounts of Douglas
A. Starrett, Roger U. Wellington, Jr., George B. Webber and Douglas R.
Starrett in the Plans, such shares are not reflected in the holdings in the
above table.
All of the nominees and directors listed above have had the principal
occupations listed for at least five years except for Douglas R. Starrett who
was President of the Company until 1994, Douglas A. Starrett who was Executive
Vice President of the Company until 1994 and except for William S. Hurley who
was Vice President and Treasurer of Wyman-Gordon Company until 1992.
During the fiscal year ended June 24, 1995, there were five meetings of the
Company's Board of Directors, three meetings of the Audit Committee and one
meeting of the Salary (Compensation) Committee. The members of the Audit
Committee during fiscal 1995 were Messrs. Bullock, Hurley and Sides. In
general, the Audit Committee recommends to the Board of Directors the
independent auditors to be selected and confers with the Company's independent
auditors to review the audit scope, the Company's internal controls, financial
reporting issues, results of the audit and the range of non-audit services.
See also "Relationship with Independent Accountants" below. The members of the
Salary Committee during fiscal 1995 were Messrs. Bullock, Hurley, Sides and
Douglas R. Starrett.
3
<PAGE>
The function of the Salary Committee is to review the salaries of key
management personnel. The Company does not have a standing nominating
committee.
Directors who are not employees of the Company receive an annual retainer
fee of $6,000 payable in quarterly installments and a fee of $700, plus
expenses, for each Board of Directors and committee meeting that they attend.
Only one meeting attendance fee is paid for attending two meetings on the same
day. All directors attended at least 75% of the aggregate number of all
meetings of the Board of Directors and of all committees on which they served.
Non-employee directors may elect to defer part or all of their director's fees
in which event such deferred fees and interest thereon will generally be
payable in five equal annual installments after they cease to be a director.
A. COMPENSATION COMMITTEE REPORT
The Compensation Committee of the Company is chaired by J. Richard Bullock.
The members of the Committee are all the outside directors and the Chairman
and CEO of the Company, Douglas R. Starrett. The Committee reviews and sets
compensation for all the executive officers listed in the proxy statement. The
Chairman and CEO is not present when his compensation is considered.
Setting compensation is not done by formula. It is a subjective judgment
based on the following factors.
We do not look at the performance of just one year, but for a number of
years, and consider the economic climate in all areas of the world where we
operate. We look at how both stockholders and employees at all locations have
fared during these periods.
In particular, we look at stockholders' equity, which shows the value of the
Company to the stockholders. We also look at the dividend policy of the
Company to make sure that it is consistent or improving, since this is
important to all stockholders. At the same time, we must see that there are
funds left in the Company to provide for growth.
We consider stock price movement, bearing in mind that the stock market is
generally short-term oriented and subjected to pressures that are not under
the control of executive officers.
Compensation is primarily made up of basic salary. We make a judgment based
on competitive compensation of companies of similar size and in similar
fields, as shown by a national survey, The National Executive Compensation
Survey. We also draw on our knowledge of the market cost of any executive who
might have to be replaced.
There are also long-term incentives for everyone in the Company, including
the officers, to own company stock. This is available by way of an ESOP, a
401(k) plan, and stock option plans approved by stockholders. All officers
participate in these plans.
The Company does not have special perks for executives that are not
available to everyone in the Company, and we maintain a common sense
relationship between executive pays and average pays.
Performance in the past few years has been hurt by the poor economic climate
in the U.S. in particular, and to a degree in the international markets. We
are also the only major precision tool manufacturer left in the U.S. and we
take into account that the Company is subjected to increasing
4
<PAGE>
competition from low wage companies in the Far East and other areas. This last
year has shown improved performance because the economic climate has improved
in our international markets and in the U.S. also. The net result is that the
Company is stable, profitable, and equity has increased.
Compensation Committee
J. Richard Bullock, Chairman
William S. Hurley
Andrew B. Sides, Jr.
Douglas R. Starrett
Compensation Committee Interlocks and Insider Participation:
There were no Compensation Committee interlocks during the last fiscal year.
Douglas R. Starrett, Chairman and CEO of the Company, served as a member of
the Company's Compensation Committee during fiscal 1995.
B. REMUNERATION
The following information is given on an accrual basis for the last three
fiscal years with respect to the five executive officers of the Company:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
-------------------- ------------
PROFIT ALL OTHER
NAME AND POSITION YEAR SALARY SHARING (1) OPTIONS COMPENSATION (2)
----------------- ---- -------- ----------- ------------ ----------------
<S> <C> <C> <C> <C> <C>
D.R. Starrett........... 1993 $250,000 -- 350 $4,571
Chairman and CEO 1994 250,000 -- 300 4,429
1995 250,000 -- 300 4,469
D.A. Starrett........... 1993 115,000 -- 200 2,193
President 1994 115,000 -- 50 2,224
1995 152,500 -- 300 2,542
G.B. Webber............. 1993 130,000 -- 1500 2,479
Vice President 1994 130,000 -- -- 2,876
Webber Gage Division 1995 130,000 -- 400 4,091
C.H. Morrow............. 1993 132,000 -- -- 2,518
Vice President Sales 1994 132,000 -- 300 2,841
1995 138,000 -- -- 4,080
R.U. Wellington, Jr..... 1993 137,000 -- 588 2,609
Treasurer and CFO 1994 137,000 -- 126 2,651
1995 143,000 -- 1245 2,383
</TABLE>
5
<PAGE>
--------
(1) Under the Company's Profit-Sharing Plan, most domestic employees of the
Company with at least one year's service share in proportion to their base
compensation in a fund equal to 20% of the excess of pre-tax domestic
operating profits over 10% of domestic sales, subject to certain
limitations. Payments are made annually in cash. No amounts were payable
under such plan for fiscal 1993, 1994 or 1995.
(2) Consists of the market value of one-third matching shares allocated under
the Company's 401(k) plan and 10% of the market value of shares allocated
under the Company's ESOP plan. The other 90% of the shares allocated under
the ESOP serve to reduce the benefits otherwise due under the Company's
Employees' Retirement Plan. See additional information under Retirement
Plan and under Employee Stock Savings and Ownership Plans.
C. RETIREMENT PLAN
The Company's Employees' Retirement Plan covers all domestic employees who
have at least one year of service and have attained age 21.
Benefits under the Retirement Plan are determined by reducing a formula
amount calculated under the Retirement Plan by 90% of the annuity value of the
employee's vested account balance, if any, under The L.S. Starrett Company
Employee Stock Ownership Plan (the "ESOP"). See below, "Employee Stock Savings
and Ownership Plans." At no time will the combined benefit of any participant
under the Retirement Plan and the ESOP be less than such participant's
benefits, if any, under the Retirement Plan before establishment of the ESOP.
The formula amount calculated under the Retirement Plan is based on
approximately 1.25% of the employee's average base salary for the five
consecutive highest paid of his last ten years of employment, times the number
of years of service up to but not exceeding 30 years. Pursuant to provisions
of the Internal Revenue Code of 1986, as amended, not more than $150,000 of a
participant's annual compensation may be taken into account in computing a
participant's benefit under the plan. However, this limitation shall not
operate to reduce the benefits of any employee accrued prior to the 1994 plan
year. Amounts paid under the Company's Profit-Sharing Plan are not included in
base salary. At June 24, 1995 the credited years of service under the Plan of
certain executive officers of the Company and their base salary (credited
salary if less) for the fiscal year then ended were as follows: Douglas R.
Starrett--30 years $150,000, George B. Webber--30 years $130,000, Charles H.
Morrow--30 years $140,000, Douglas A. Starrett--17 years $150,000 and Roger U.
Wellington, Jr.--9 years $145,000.
The following table sets forth estimates of the pre-offset formula benefit
amount determined under the Retirement Plan for employees in various salary
and years-of-service categories, calculated as a benefit payable upon
retirement at age 65. In the case of any employee with a vested account
balance under the ESOP, the formula benefit amount under the Retirement Plan,
estimates of which are shown below, would be subject to offset by 90% of the
annuity value of the ESOP vested account balance, but no deduction would be
made for Social Security benefits or other offset amounts.
<TABLE>
<CAPTION>
YEARS OF CREDITED SERVICE
AVERAGE ANNUAL ------------------------------------------------------------------
EARNINGS 15 25 30
-------------- -------- -------- --------
<S> <C> <C> <C>
$125,000 23,325 38,875 46,650
150,000 28,013 46,688 56,025
175,000 32,700 54,500 65,400
200,000 37,388 62,313 74,775
225,000 42,075 70,125 84,150
</TABLE>
6
<PAGE>
D. EMPLOYEE STOCK SAVINGS AND OWNERSHIP PLANS
The Company has for its domestic employees an Employee Stock Ownership Plan
(ESOP), established in 1984, and a 401(k) Stock Savings Plan (401(k) Plan),
which was established in 1986. Both are designed to supplement retirement
benefits provided under the Company's Retirement Plan and to enable employees
to share in the growth of the Company.
In November 1984 the ESOP purchased 800,000 shares of stock from the Company
using funds obtained from borrowings guaranteed by the Company which were
repaid over a ten year period. Contributions made by the Company as well as
dividends paid on the ESOP's stock holdings were used to repay ESOP
indebtedness. As the indebtedness was repaid, the stock was allocated to
accounts of participants in the ESOP. Additional cash contributions were made
by the Company to make up for the dividends that were used to pay debt
service.
All employees of the Company are participants in the ESOP after completing
one year of service and attaining age 21. Allocations to a participant's
account under the ESOP are made in proportion to the ratio that the
participant's compensation bears to the aggregate compensation of all
participants. Prior to such allocations, shares purchased with funds borrowed
by the ESOP were held in a suspense account. The combined allocations of Class
A and B shares during the last three fiscal years ended June 24, 1995 to all
executive officers and to all employees of the Company as a group were:
Douglas R. Starrett--1,428 shares; George B. Webber--984 shares; Charles H.
Morrow--997 shares; Douglas A. Starrett--870 shares; Roger U. Wellington,
Jr.--1,036 shares; and all employees as a group--207,095 shares.
Employees who retire, die, or otherwise terminate employment under the ESOP
will be entitled to receive their vested account balance, which will generally
be distributed at the same time that the employee is eligible to begin
receiving a benefit under the Retirement Plan. An amount equal to 90% of an
employee's vested ESOP account balance, expressed in annuity form, will be
used to offset the employee's benefit under the Retirement Plan. See above,
"Retirement Plan."
The 401(k) Plan is a savings and salary deferral plan that is intended to
qualify for favorable tax treatment under Section 401(k) of the Internal
Revenue Code. To be a participant an employee must have completed six months
of service and be at least 18 years old. Plan participants may authorize
deferral of a portion of their salary through payroll deductions. Participants
may elect to have up to 15% of their compensation (as determined under the
Plan) contributed to a trust fund established for the Plan as a salary
deferral contribution.
The Company may contribute to the Plan quarterly on behalf of each
participant a matching contribution in Common Stock of the Company equal to a
portion of the participant's salary deferral contribution. At present, the
matching contribution is equal to one-third of the participant's salary
deferral contribution. Salary deferral contributions vest immediately.
Matching contributions vest immediately for participants with five or more
years of service or at death, disability or retirement if earlier.
Participants in the 401(k) Plan are not subject to Federal or state income
tax on salary deferral contributions or on Company matching contributions or
the earnings thereon until such amounts are
7
<PAGE>
withdrawn from the Plan. Amounts contributed to the Plan are invested in the
Company's Common Stock. Withdrawals from the Plan may only be made upon
termination of employment or in connection with certain provisions of the Plan
that permit hardship withdrawals. The Plan also permits loans to participants.
For the last three fiscal years ended June 24, 1995, Company matching
contributions for all executive officers of the Company as a group were 1,525
shares and for all employees of the Company as a group were 51,681 shares.
E. STOCK OPTION AND PURCHASE PLANS
The Company currently has in effect for the benefit of eligible employees
the 1992 Employees' Stock Purchase Plan (the "1992 Plan") to provide a
convenient means for these employees to acquire an interest in the future of
the Company by purchasing up to 800,000 shares of Common Stock. At June 24,
1995, there were 1,596 employees eligible to participate in the 1992 Plan.
The option price to purchase shares of the Company's Common Stock under the
1992 Plan is the lower of 85% of the market price on the date of grant or 85%
of the market price on the date of exercise (two years from the date of
grant). The Company also sells treasury shares to employees under an
Employees' Stock Purchase Plan adopted in 1952 (the "1952 Plan"). The Company,
from time to time, purchases these shares in the open market to be held in
treasury. The Company pays brokerage and other expenses incidental to
purchases and sales under the 1952 Plan and employees may authorize regular
payroll deductions for purchases of shares.
The following table sets forth information regarding options for shares of
the Company's Class A Common Stock under the terms of the Company's stock
option and purchase plans for the executive officers of the Company:
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
AS % GRANT
NUMBER OF OF TOTAL MARKET DATE
OPTIONS EMPLOYEE PRICE AT EXERCISE EXPIRATION VALUE
NAME GRANTED GRANTS GRANT DATE PRICE(1) DATE (2)
---- --------- -------- ---------- -------- ---------- ------
<S> <C> <C> <C> <C> <C> <C>
D.R. Starrett......... 200 .7 $20.88 $17.75 11/7/96 $1,100
100 .6 23.00 19.55 6/5/97 600
D.A. Starrett......... 200 .7 20.88 17.75 11/7/96 1,100
100 .6 23.00 19.55 6/5/97 600
G.B. Webber........... 200 .7 20.88 17.75 11/7/96 1,100
200 1.2 23.00 19.55 6/5/97 1,200
R.U. Wellington, Jr... 1,245 4.0 20.88 17.75 11/7/96 6,600
</TABLE>
--------
(1) Exercise price represents 85% of market price on dates of grant. Exercise
price will be 85% of market price on date of exercise, if lower.
(2) Based on the Black-Scholes option pricing model (assuming volatility of
14% and an interest rate of 6%).
8
<PAGE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR END VALUES
<TABLE>
<CAPTION>
VALUE OF
NUMBER OF UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS AT OPTIONS AT
NUMBER FISCAL YEAR FISCAL YEAR
OF SHARES VALUE END (NONE END (NONE
NAME ACQUIRED REALIZED EXERCISABLE) EXERCISABLE)
---- --------- -------- ------------ ------------
<S> <C> <C> <C> <C>
D.R. Starrett...................... 350 $1,120 600 $2,205
D.A. Starrett...................... 200 638 350 1,594
G.B. Webber........................ 1500 4,948 200 1,050
C.H. Morrow........................ -- -- 300 1,002
R.U. Wellington, Jr. .............. -- -- 1,245 6,536
</TABLE>
F. STOCK PERFORMANCE GRAPH
The following graph sets forth information comparing the cumulative total
return to holders of the Company's Common Stock over the last five fiscal
years with (1) the cumulative total return of the Standard & Poor's 500 Index
("S&P 500") and (2) an index reflecting the cumulative total returns of the
following companies ("Peer Group"): Danaher, Loctite, Regal Beloit,
Kennametal, WD-40, Stanley, Rule Industries, Acme Cleveland, Black & Decker,
IMO Industries and Brown & Sharpe.
[GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
Measurement S&P PEER GROUP
Period STARRETT Index Index
----------- -------- -------- ----------
<S> <C> <C> <C>
1990 $ 100.00 $ 100.00 $ 100.00
1991 $ 96.82 $ 107.39 $ 106.95
1992 $ 106.46 $ 121.73 $ 127.16
1993 $ 108.32 $ 138.26 $ 132.74
1994 $ 98.70 $ 140.24 $ 140.38
1995 $ 107.22 $ 176.69 $ 183.49
</TABLE>
9
<PAGE>
II. RELATIONSHIP WITH INDEPENDENT AUDITORS
During the year ended June 24, 1995, Deloitte & Touche was engaged to
perform the annual audit. Representatives of Deloitte & Touche are expected to
be present at the Annual Meeting and will have the opportunity to make a
statement if they desire to do so; they will be available to respond to
appropriate questions.
The Company presently expects to engage Deloitte & Touche as auditors for
the 1996 fiscal year, but the selection will not be made until the September
1995 meeting of the Company's Board of Directors.
III. GENERAL
A. SOLICITATION AND VOTING
In case any person or persons named herein for election as a director should
not be available for election at the Annual Meeting, proxies in the enclosed
form (in the absence of express contrary instructions) may be voted for a
substitute or substitutes as well as for other persons named herein.
As of the date of this statement your management knows of no business that
will be presented to the Annual Meeting that is not referred to in the
accompanying notice, other than the approval of the minutes of the last
meeting of stockholders, which action will not be construed as approval or
disapproval of any of the matters referred to in such minutes.
As to other business, if any, that may properly come before the Annual
Meeting, it is intended that proxies in the attached form that do not contain
specific instructions to the contrary will be voted in respect thereof in
accordance with the judgment of the persons voting the proxies.
A summary of the Annual Meeting of the Stockholders of the Company will be
sent to each stockholder.
The enclosed proxy is solicited by the Board of Directors of the Company.
The cost of solicitation will be borne by the Company. Such solicitation will
be made by mail and may also be made by the Company's officers and employees
personally or by telephone or telegram. The Company will, on request,
reimburse brokers, custodians and nominees for their expenses in sending
proxies and proxy material to beneficial owners. A proxy that is executed but
that does not specify a vote for, against or in abstention will be voted in
accordance with the recommendation of the Board of Directors contained herein.
Consistent with state law and under the Company's by-laws, a majority of the
shares entitled to be cast on a particular matter, present in person or
represented by proxy, constitutes a quorum as to such matter. Votes cast by
proxy or in person at the Annual Meeting will be counted by persons appointed
by the Company to act as election tellers for the Annual Meeting. The two
nominees for election as directors at the Annual Meeting who receive the
greatest number of votes properly cast for the election of directors shall be
elected directors.
The election tellers will count shares represented by proxies that withhold
authority to vote for a nominee for election as a director or that reflect
abstentions and "broker non-votes" (i.e., shares
10
<PAGE>
represented at the meeting held by brokers or nominees as to which (i)
instructions have not been received from the beneficial owners or persons
entitled to vote and (ii) the broker or nominee does not have the
discretionary voting power on a particular matter) only as shares that are
present and entitled to vote on the matter for purposes of determining the
presence of a quorum, but neither abstentions nor broker non-votes will have
any effect on the outcome of voting on the matter.
B. SUBMISSION OF STOCKHOLDER PROPOSALS
Stockholder proposals for inclusion in the Company's proxy statement for its
1996 Annual Meeting must be received by the Company no later than April 15,
1996.
IN ORDER THAT THE PRESENCE OF A QUORUM MAY BE ASSURED IT IS IMPORTANT THAT
THE PROXIES BE RETURNED PROMPTLY. THEREFORE, STOCKHOLDERS ARE URGED TO EXECUTE
AND RETURN THE ENCLOSED PROXY IN THE STAMPED ENVELOPE ADDRESSED TO THE COMPANY
AT ATHOL, MASSACHUSETTS. Stockholders who send in proxies, but attend the
Annual Meeting in person, may withdraw their proxies and vote directly if they
prefer or may allow their proxies to be voted with the similar proxies sent in
by other stockholders.
August 16, 1995
11
<PAGE>
FOR VOTING CLASS A COMMON STOCK ONLY PROXY CARD
THE L.S. STARRETT COMPANY
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
OF THE L.S. STARRETT COMPANY FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD SEPTEMBER 20, 1995
The undersigned hereby constitutes and appoints Douglas A. Starrett,
Douglas R. Starrett, and George B. Webber, and each of them, as attorneys and
proxies of the undersigned, with full power of substitution, to vote and act in
the manner designated below at the Annual Meeting of Stockholders of the L.S.
Starrett Company (the "Company") to be held on the 20th day of September, 1995
at 2:00 p.m. at the office of the Company in Athol, Massachusetts, and any
adjournments thereof, upon and in respect of all of the shares of the Class A
Common Stock of the Company as to which the undersigned may be entitled to vote
or act, with all powers the undersigned would possess if personally present, and
without limiting the general authorization hereby given, the undersigned directs
that this vote be cast as specified in the Proxy. The undersigned hereby revokes
any proxy previously granted to vote the same shares of stock for said meeting.
Management recommends a vote FOR the following proposal:
1. ELECTION OF DIRECTORS: As set forth in the Proxy Statement.
Nominees: J. Richard Bullock
George B. Webber
[_] FOR [_] WITHHELD
both nominees from both nominees
For, except vote withheld from the following nominee:
[_] _________________________________________________
<PAGE>
The Shares represented hereby will be voted as directed herein but, if no
directions are indicated hereon, they will be voted FOR Item 1.
This instrument delegates discretionary authority with respect to matters not
known or determined at the time of solicitation of this instrument.
PLEASE MARK, SIGN, DATE AND RETURN THIS INSTRUMENT PROMPTLY IN THE ENCLOSED
ENVELOPE.
Dated: __________________________, 1995
(Please Date)
_______________________________________
_______________________________________
Sign Here
Note: Please sign exactly as name(s) appears
hereon. Joint owners should each sign. When
signing as attorney, executor, administrator,
trustee or guardian, please give full title
as such. If signer is a corporation, please
sign corporate name in full by authorized
officer.
<PAGE>
FOR VOTING CLASS B COMMON STOCK ONLY PROXY CARD
THE L.S. STARRETT COMPANY
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
OF THE L.S. STARRETT COMPANY FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD SEPTEMBER 20, 1995
The undersigned hereby constitutes and appoints Douglas A. Starrett, Douglas
R. Starrett, and George B. Webber, and each of them, as attorneys and proxies of
the undersigned, with full power of substitution, to vote and act in the manner
designated below at the Annual Meeting of Stockholders of the L.S. Starrett
Company (the ``Company'') to be held on the 20th day of September, 1995 at 2:00
p.m. at the office of the Company in Athol, Massachusetts, and any adjournments
thereof, upon and in respect of all of the shares of the Class B Common Stock of
the Company as to which the undersigned may be entitled to vote or act, with all
powers the undersigned would possess if personally present, and without limiting
the general authorization hereby given, the undersigned directs that his vote be
cast as specified in the Proxy. The undersigned hereby revokes any proxy
previously granted to vote the same shares of stock for said meeting.
Management recommends a vote FOR the following proposal:
1. ELECTION OF DIRECTIONS: As set forth in the Proxy Statement.
Nominee: George B. Webber
[_] FOR [_] WITHHELD
<PAGE>
The shares represented hereby will be voted as directed herein but, if no
directions are indicated hereon, they will be voted FOR Item 1.
This instrument delegates discretionary authority with respect to matters not
known or determined at the time of solicitation of this instrument.
PLEASE MARK, SIGN, DATE AND RETURN THIS INSTRUMENT PROMPTLY IN THE ENCLOSED
ENVELOPE.
Dated: _______________________, 1995
(Please Date)
____________________________________
____________________________________
Sign Here
Note: Please sign exactly as name(s) appears
hereon. Joint owners should each sign. When
signing as attorney, executor, administrator,
trustee or guardian, please give full title
as such. If signer is a corporation, please
sign corporate name in full by authorized
officer.
<PAGE>
THE L.S. STARRETT COMPANY
DIRECTIONS UNDER 401(K) STOCK SAVINGS PLAN AND EMPLOYEE STOCK OWNERSHIP PLAN
OF THE L.S. STARRETT COMPANY FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD SEPTEMBER 20, 1995
The undersigned hereby directs Douglas A. Starrett, Roger U. Wellington, Jr.
and Richard C. Newton, and each of them, as trustees under the 401(k) Stock
Savings Plan and Employee Stock Ownership Plan (the "Plans") of The L.S.
Starrett Company (the "Company"), to vote and act in the manner designated
below at the Annual Meeting of Stockholders to be held on the 20th day of
September, 1995 at 2:00 p.m. at the office of the Company in Athol,
Massachusetts, and any adjournments thereof, upon and in respect of all of the
shares of the Class A and B Common Stock of the Company allocated to the
undersigned under the Plans. The undersigned herby revokes any other directions
previously given to vote the same shares of stock for said meeting.
Management recommends a vote FOR the following proposal:
1. ELECTION OF DIRECTORS: As set forth in the Proxy Statement.
Class A Stockholders: Class A and B Stockholders:
J. Richard Bullock George B. Webber
[_] FOR [_] WITHHELD [_] FOR [_] WITHHELD
<PAGE>
The Shares represented hereby will be voted as directed herein but, if no
directions are indicated hereon, they will be voted FOR Item 1.
This instrument delegates discretionary authority with respect to matters not
known or determined at the time of solicitation of this instrument.
PLEASE MARK, SIGN, DATE AND RETURN THIS INSTRUMENT PROMPTLY IN THE ENCLOSED
ENVELOPE.
Dated: _________________________, 1995
(Please Date)
_______________________________________
_______________________________________
Sign Here
Note: Please sign exactly as name(s)
appears hereon. Joint owners should each
sign. When signing as attorney, executor,
administrator, trustee or guardian,
please give full title as such. If signer
is a corporation, please sign corporate
name in full by authorized officer.
<PAGE>
THE L.S. STARRETT COMPANY PROXY CARD
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
OF THE L.S. STARRETT COMPANY FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD SEPTEMBER 20, 1995
The undersigned hereby constitutes and appoints Douglas A. Starrett, Douglas
R. Starrett, and George B. Webber, and each of them, as attorneys and proxies of
the undersigned, with full power of substitution, to vote and act in the manner
designated below at the Annual Meeting of Stockholders of The L.S. Starrett
Company (the "Company") to be held on the 20th day of September, 1995 at
2:00 p.m. at the office of the Company in Athol, Massachusetts, and any
adjournments thereof, upon and in respect of all of the shares of the Class A
and B Common Stock of the Company as to which the undersigned may be entitled to
vote or act, with all powers the undersigned would possess if personally
present, and without limiting the general authorization hereby given, the
undersigned directs that his vote be cast as specified in this Proxy. The
undersigned hereby revokes any other proxy previously granted to vote the same
shares of stock for said meeting.
Management recommends a vote FOR the following proposal:
1. ELECTION OF DIRECTORS: As set forth in the Proxy Statement.
Class A Stockholders: Class A and B Stockholders:
J. Richard Bullock George B. Webber
[_] FOR [_] WITHHELD [_] FOR [_] WITHHELD
<PAGE>
The Shares represented hereby will be voted as directed herein but, if no
directions are indicated hereon, they will be voted FOR Item 1.
This instrument delegates discretionary authority with respect to matters not
known or determined at the time of solicitation of this instrument.
PLEASE MARK, SIGN, DATE AND RETURN THIS INSTRUMENT PROMPTLY IN THE ENCLOSED
ENVELOPE.
Dated: _________________________, 1995
(Please Date)
______________________________________
______________________________________
Sign Here
Note: Please sign exactly as name(s) appears
hereon. Joint owners should each sign. When
signing as attorney, executor, administrator,
trustee or guardian, please give full title as
such. If signer is a corporation, please sign
corporate name in full by authorized officer.
<PAGE>
=========================== THE L.S. STARRETT COMPANY PROXY CARD
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
OF THE L.S. STARRETT COMPANY FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD SEPTEMBER 20, 1995
The undersigned hereby constitutes and appoints Douglas A. Starrett, Douglas R.
Starrett, and George B. Webber, and each of them, as attorneys and proxies of
the undersigned, with full power of substitution, to vote and act in the manner
designated below at the Annual Meeting of Stockholders of The L.S. Starrett
Company (the "Company") to be held on the 20th day of September, 1995 at 2:00
p.m. at the office of the Company in Athol, Massachusetts, and any adjournments
thereof, upon and in respect of all of the shares of the Class A and B Common
Stock of the Company as to which the undersigned may be entitled to vote or act,
with all powers the undersigned would possess if personally present, and without
limiting the general authorization hereby given, the undersigned directs that
his vote be cast as specified in the Proxy. The undersigned hereby revokes any
proxy previously granted to vote the same shares of stock for said meeting.
Management recommends a vote FOR the following proposal:
1. ELECTION OF DIRECTORS: As set forth in the Proxy Statement.
<TABLE>
<S> <C>
Class A Stockholders: J. Richard Bullock Class A and B Stockholders: George B. Webber
[_] FOR [_] WITHHELD [_] FOR [_] WITHHELD
</TABLE>
<PAGE>
The Shares represented hereby will be voted as directed herein but, if no
directions are indicated hereon, they will be voted FOR Item 1.
This instrument delegates discretionary authority with respect to matters not
known or determined at the time of solicitation of this instrument.
PLEASE MARK, SIGN, DATE AND RETURN THIS INSTRUMENT PROMPTLY IN THE ENCLOSED
ENVELOPE.
Dated: _________________________, 1995
(Please Date)
______________________________________
______________________________________
Sign Here
Note: Please sign exactly as name(s) appears
hereon. Joint owners should each sign. When
signing as attorney, executor, administrator,
trustee or guardian, please give full title as
such. If signer is a corporation, please sign
corporate name in full by authorized officer.
