<PAGE>
THE L.S. STARRETT COMPANY
121 CRESCENT STREET
ATHOL, MASSACHUSETTS 01331
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
SEPTEMBER 16, 1998
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 16, 1998 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 24, 1998 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.
Steven A. Wilcox, Clerk
Athol, Massachusetts
August 12, 1998
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
121 CRESCENT STREET
ATHOL, MASSACHUSETTS 01331
The enclosed form of proxy and this Proxy Statement have been mailed to
stockholders on or about August 12, 1998 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 16, 1998 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 24, 1998 will be
entitled to vote at this meeting. On that date, the Company had outstanding
and entitled to vote 5,181,967 shares of Class A Stock and 1,699,050 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 Richard B. Kennedy 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 24, 1998
are as follows:
<TABLE>
<CAPTION>
SHARES BENEFICIALLY
OWNED (1)
PRINCIPAL (PERCENT OF CLASS)
OCCUPATION DIRECTOR -----------------------
NAME(AGE) DIRECTORSHIPS SINCE CLASS A CLASS B
--------- --------------------------------- -------- --------- ---------
<S> <C> <C> <C> <C>
CLASS III--DIRECTOR TO BE ELECTED BY CLASS A STOCKHOLDERS:
Richard B. Kennedy(55).. Vice President, Marketing, Saint- 1996 100(6) --
Gobain Abrasives, Worcester, (*) (*)
Massachusetts, producer of
abrasives products.
CLASS III--DIRECTOR TO BE ELECTED BY CLASS A AND CLASS B STOCKHOLDERS VOTING TOGETHER:
George B. Webber(77).... Vice President, Webber Gage 1962 69,056(5) 79,435(5)
Division of the Company 1.3% 4.7%
The following table sets forth the names and ages of the Class I and II
Directors, their principal occupations, 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
24, 1998:
<CAPTION>
SHARES BENEFICIALLY
OWNED (1)
PRINCIPAL (PERCENT OF CLASS)
OCCUPATION DIRECTOR -----------------------
NAME(AGE) DIRECTORSHIPS SINCE CLASS A CLASS B
--------- --------------------------------- -------- --------- ---------
<S> <C> <C> <C> <C>
CLASS I--DIRECTORS SERVING UNTIL 1999 ANNUAL MEETING OF STOCKHOLDERS:
Andrew B. Sides, Formerly CEO of Rhode Island Tool 1986 250 250
Jr.(73)................ Company, Providence, Rhode (*) (*)
Island, producer of forgings;
Director,
Colonial Gas Company.
Douglas R. Starrett(78). Chairman and CEO of the Company. 1952 51,715(3) 50,242(3)
1.0% 3.0%
Roger U. Wellington, Treasurer and Chief Financial 1987 7,606(4) 2,988(4)
Jr.(57)................ Officer of the Company. (*) (*)
CLASS II--DIRECTORS SERVING UNTIL 2000 ANNUAL MEETING OF STOCKHOLDERS:
William S. Hurley(54)... Vice President and Chief 1993 200(6) --
Financial Officer, CYBEX
International, Inc., Medway,
Massachusetts, producer of
fitness equipment.
Douglas A. Starrett(46). President of the Company. 1984 11,383(2) 20,797(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 414 Class A and 550 Class B shares held with shared voting and
investment power and 6,020 Class A and 1,776 Class B shares held with
sole voting power only. Douglas A. Starrett is the son of Douglas R.
Starrett, the Chairman and CEO of the Company.
(3) Includes 8,975 Class A and 21,158 Class B shares held with shared voting
and investment power, 3,502 Class A and 678 Class B shares held with
shared voting power only and 2,805 Class A and 4,369 Class B shares held
with sole voting power only. Douglas R. Starrett is the father of Douglas
A. Starrett, the President of the Company
(4) Includes 977 Class A and 944 Class B shares held with shared voting and
investment power and 6,690 Class A and 2,044 Class B shares held with
sole voting power only.
(5) Includes 4,218 Class A and 2,621 Class B shares held with sole voting
power only.
(6) Shares are held with shared voting and investment power.
* Less than 1%
At July 24, 1998, the directors' and officers' beneficial ownership of the
Company's Common Stock consisted of 144,438 Class A and 154,352 Class B shares
(2.8% and 9.1%, respectively, of the outstanding shares). Of these shares,
James S. Carey, Vice President Sales of the Company, owned 4,067 Class A and
640 Class B shares. All shares beneficially owned by the directors and
officers were held with sole voting and investment power, except that 11,157
Class A and 22,652 Class B shares were held with shared voting and investment
power, 3,502 Class A and 678 Class B shares were held with shared voting power
only and 23,309 Class A and 11,450 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 24, 1998 owned beneficially 1,039,208 Class A and 357,487 Class
B shares (20.1% and 21.0%, 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. Except for an aggregate of
23,236 Class A and 11,488 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, William S. Hurley who was Vice
President Controller of Bolt Beranek and Newman, Inc. until 1996, and Richard
B. Kennedy who was Vice President, Abrasives Marketing Group of Norton Company
until 1997.
3
<PAGE>
The following table sets forth the persons or groups known by the Company to
be beneficial owners of more than 5% of the Company's Common Stock.
<TABLE>
<CAPTION>
AMOUNT
NAME AND ADDRESS AND NATURE OF
OF BENEFICIAL BENEFICIAL
TITLE OF CLASS OWNER OWNERSHIP PERCENT OF CLASS
- -------------- ---------------- --------------- ----------------
<S> <C> <C> <C>
Class A.............. David L. Babson & Co, 635,600 shares* 12.3
Inc.
One Memorial Drive
Cambridge, MA 02142
</TABLE>
* All shares are held with sole voting and investment power.
During the fiscal year ended June 27, 1998, 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 1998 were Messrs. Kennedy, 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 1998 were Messrs. Kennedy, Hurley, Sides and
Douglas R. Starrett. 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
During fiscal 1998, the Compensation Committee of the Company was chaired by
William S. Hurley. The members of the Committee are all the outside directors
and the Chairman and CEO of the Company. 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
4
<PAGE>
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. This is the most comprehensive survey of its kind. It covers top
executive positions for manufacturing organizations by sales volume. We also
draw on our knowledge of the market cost of any executive who might have to be
replaced.
From the beginning, all executive officers have participated in a domestic
profit sharing plan that is open to all employees who qualify. Commencing in
fiscal year 1998, the Compensation Committee decided to remove the executive
officers who have Company-wide responsibility from that plan and install a
bonus plan based on results of the total Company.
The plan is a yearly bonus for the executive officers based upon the return
on equity and net earnings level of the whole Company. The Compensation
Committee will, in their judgment, set an appropriate yearly bonus
corresponding to the results.
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. However, the Compensation Committee has never made
available to any executive the large stock option plans at favorable prices
that are common in a great number of companies. Instead, we feel a bonus plan
based on equity and bottom line earnings will better serve the interests of
stockholders and all Starrett personnel.
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.
The performance of the Company in the early years of the 90's was hurt by
the poor economic climate in most of the world. Even though competition is
fierce in our product lines, the Company has remained stable, profitable, and
the equity of the Company increased each year. The Company has remained in
good shape to meet the future, but in recognition of the economic climate in
the first part of this decade, the salary for the CEO and most other
executives was held steady for the five years through fiscal 1995.
During the past three years there has been a definite improvement in the
worldwide performance of the Company, attributable more to efforts within the
Company than to rising economies. However, any executive pay increases that we
implemented during these years were cautiously modest. We have previously
stated that our executive pays lagged behind competitive executive pays by
almost any measure, and we said we would provide the opportunity to close this
gap through an incentive plan based on the performance of the whole Company.
The fiscal year 1998 is exceptional, so we have implemented the bonus plan
mentioned above and the results are shown in this year's compensation table.
5
<PAGE>
Compensation Committee
William S. Hurley, Chairman
Richard B. Kennedy
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 1998.
B. REMUNERATION
The following information is given on an accrual basis for the last three
fiscal years with respect to the executive officers of the Company who earned
at least $100,000 in fiscal 1998:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL LONG-TERM
COMPENSATION COMPENSATION
--------------- ------------
BONUS/
PROFIT ALL OTHER
NAME AND POSITION YEAR SALARY SHARING OPTIONS COMPENSATION (1)
----------------- ---- ------- ------- ------------ ----------------
<S> <C> <C> <C> <C> <C>
D.R. Starrett................ 1996 270,883 $10,625 300 2,521
Chairman and CEO 1997 275,000 10,670 300 2,938
1998 289,000 96,000 300 3,283
D.A. Starrett................ 1996 170,883 6,650 400 2,847
President 1997 172,000 6,675 300 2,841
1998 181,000 60,125 300 3,017
G.B. Webber.................. 1996 110,000 4,600 109 1,788
Vice President 1997 90,000 3,495 200 1,552
Webber Gage Division 1998 100,000 6,600 300 1,667
James S. Carey............... 1998 105,000 30,897 -- 1,811
Vice President Sales
R.U. Wellington, Jr.......... 1996 150,833 5,955 61 2,514
Treasurer and CFO 1997 152,000 5,900 2,071 2,604
1998 160,000 53,149 -- 2,765
</TABLE>
- --------
(1) Consists of the market value of the one-third matching shares allocated
under the Company's 401(k) plan.
6
<PAGE>
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 the sum of 1.25% of the
employee's average base salary up to his Social Security Covered Compensation
plus 1.70% of the employee's average base salary over Covered Compensation,
times the number of years of service up to but not exceeding 35 years. An
employee's average base salary is his average base salary for the five
consecutive highest paid of his last ten years of employment.
Pursuant to provisions of the Internal Revenue Code of 1986, as amended, not
more than $160,000 of a participant's annual compensation may be taken into
account in computing a participant's benefit under the plan and annual annuity
benefits may not exceed a specified dollar limit (in general for 1998,
$120,000). However, this limitation shall not operate to reduce the benefits
of any employee accrued prior to the 1994 plan year. The Company has
established a Supplemental Executive Retirement Plan ("SERP") to provide on an
unfunded basis out of the general assets of the Company benefits earned under
the Retirement Plan formula that are in excess of Internal Revenue Code
limits. Amounts paid under the Company's Bonus and Profit-Sharing Plan are not
included in base salary. At July 1, 1998, under the Retirement Plan and SERP
the credited years of service of certain executive officers of the Company and
their credited salaries for the fiscal year then ended were as follows:
Douglas R. Starrett--35 years, $289,000; George B. Webber--35 years, $100,000;
Douglas A. Starrett--20 years, $181,000; James S. Carey--18 years, $105,000;
and Roger U. Wellington, Jr.--12 years, $160,000.
7
<PAGE>
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 as if an
employee retired in 1998 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.
PENSION PLAN TABLE
<TABLE>
<CAPTION>
YEARS OF CREDITED SERVICE
AVERAGE ANNUAL --------------------------------------------------------------
EARNINGS 15 25 35
-------------- ------ ------- -------
<S> <C> <C> <C>
$100,000 23,400 39,000 54,600
125,000 29,775 49,625 69,475
150,000 36,150 60,250 84,350
175,000 42,525 70,875 99,225
200,000 48,900 81,500 114,100
225,000 55,275 92,125 128,975
250,000 61,650 102,750 143,850
275,000 68,025 113,375 158,725
300,000 74,400 124,000 173,600
</TABLE>
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 that 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 the 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. As of June 30, 1994, all available ESOP shares had been
allocated and, consequently, no allocations other than forfeitures have been
made during the past four years.
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."
8
<PAGE>
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 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,
attainment of age 59 1/2 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 27, 1998, Company matching
contributions for all executive officers of the Company as a group were 1,322
shares and for all employees of the Company as a group were 56,925 shares.
E. STOCK OPTION AND PURCHASE PLANS
The Company currently has in effect for the benefit of eligible employees
the 1997 Employees' Stock Purchase Plan (the "1997 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 27,
1998, there were 1,681 employees eligible to participate in the 1997 Plan.
The option price to purchase shares of the Company's Common Stock under the
1997 Plan, as well as the predecessor "1992 Plan," which is identical, 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.
9
<PAGE>
The following table sets forth information regarding options for shares of
the Company's 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>
CLASS OF MARKET
STOCK AND AS % PRICE
NUMBER OF TOTAL AT EXERCISE GRANT
OF OPTIONS EMPLOYEE GRANT PRICE EXPIRATION DATE
NAME GRANTED GRANTS DATE (1) DATE VALUE (2)
---- ----------- -------- ------ -------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C>
D.R. Starrett........ 200 Class A 1.5 $36.75 $31.24 11/3/99 1,900
100 Class B .8 38.88 33.05 5/18/00 1,000
D.A. Starrett........ 200 Class A 1.5 36.75 $31.24 11/3/99 1,900
100 Class B .8 38.88 33.05 5/18/00 1,000
G.B. Webber.......... 100 Class A .7 36.75 31.24 11/3/99 900
200 Class A 1.5 38.88 33.05 5/18/00 1,900
</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
16% and interest rates of 5.55 to 5.75%).
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END VALUES
<TABLE>
<CAPTION>
VALUE OF
NUMBER OF UNEXERCISED
UNEXERCISED IN-THE-MONEY
NUMBER OPTIONS AT OPTIONS AT
OF FISCAL YEAR FISCAL YEAR
SHARES VALUE END (NONE END (NONE
ACQUIRED REALIZED EXERCISABLE) EXERCISABLE)
-------- -------- ------------ ------------
<S> <C> <C> <C> <C>
D.R. Starrett....................... 300 $1,070 600 $6,820
D.A. Starrett....................... 400 1,410 600 7,440
G.B. Webber......................... 109 420 400 3,670
R.U. Wellington, Jr. ............... 61 210 1,898 30,640
</TABLE>
10
<PAGE>
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 Russell 2000 Index ("Russell
2000") and (2) an index reflecting the cumulative total returns of the
following companies ("Peer Group"): Badger, Brown & Sharpe, Chicago Rivet &
Machine, Clarcor, Devlieg-Bullard, Eastern Co., Essef, Federal Screw Works,
Gleason, IMO Industries, Regal Beloit, Tennant and WD-40.
[LINE GRAPH APPEARS HERE]
6/93 6/94 6/95 6/96 6/97 6/98
STARRETT 100.0 91.2 99.0 117.1 147.3 186.3
RUSSELL 2000 100.0 103.0 121.6 148.5 169.9 206.9
PEER GROUP 100.0 106.7 128.8 149.7 194.5 229.4
S&P 500 100.0 101.4 127.9 161.1 217.0 276.2
PRIOR PEER GROUP 100.0 104.8 141.6 189.0 223.8 292.5
The Company has changed the comparison indexes this year. Both the general
market index (previously S&P 500) and the peer group have been changed so as
to include more companies with similar capitalization to Starrett. We are a
relatively small company and the only major precision tool manufacturer left
in the United States. In addition, many of our direct competitors are private
and it is difficult, therefore, to find comparable public companies. The
Russell 2000 index is more weighted to small companies than the S&P 500 and
the new peer group index reflects small cap industrial manufacturers (not
necessarily, however, in our exact line of business) and is not dominated by a
few large cap companies as was previously the case (the prior peer group index
included Danaher, Regal Beloit, Kennametal, WD-40, Stanley, Black & Decker,
IMO Industries and Brown & Sharpe). The performance of the S&P 500 and the
prior peer group are also shown.
11
<PAGE>
II. RELATIONSHIP WITH INDEPENDENT AUDITORS
During the year ended June 27, 1998, 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 1999 fiscal year, but the selection will not be made until the September
1998 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.
12
<PAGE>
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 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. Abstentions and broker non-
votes will not be counted in favor of or against, and will have no other
effect on the election of directors (Section I).
B. SUBMISSION OF STOCKHOLDER PROPOSALS
Under recent changes to the Federal proxy rules, if a stockholder who wishes
to present a proposal at the Company's 1999 Annual Meeting that will not be
included in the Company's proxy statement fails to notify the Company by June
28, 1999, then the proxies that management solicits for the 1999 Annual
Meeting will include discretionary authority to vote on such proposal, if it
is properly brought before the meeting.
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 12, 1998
13
<PAGE>
PROXY
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 16, 1998
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 on the reverse side at the Annual Meeting of Stockholders of The L.S.
Starrett Company (the "Company") to be held on the 16th day of September, 1998
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 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 and proxy previously granted to vote the same shares
of stock for said meeting.
- ----------- -----------
SEE REVERSE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE
SIDE SIDE
- ----------- -----------
PROXY
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 16, 1998
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 on the reverse side at the Annual Meeting of Stockholders of The L.S.
Starrett Company (the "Company") to be held on the 16th day of September, 1998
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 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 and proxy previously granted to vote the same shares
of stock for said meeting.
- ----------- -----------
SEE REVERSE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE
SIDE SIDE
- ----------- -----------
<PAGE>
[X] PLEASE MARK
VOTES AS IN
THIS EXAMPLE.
MANAGEMENT RECOMMENDS A VOTE FOR THE FOLLOWING PROPOSAL:
1. ELECTION OF DIRECTORS: As set forth in the Proxy Statement.
NOMINEES:
FOR WITHHELD
Class A Stockholders: [_] [_]
RICHARD B. KENNEDY
Class A and B [_] [_]
Stockholders:
GEORGE B. WEBBER
Signature:__________________________________________________ Date:_____________
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.
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [_]
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.
Signature:__________________________________________________ Date:_____________
[X] PLEASE MARK
VOTES AS IN
THIS EXAMPLE.
MANAGEMENT RECOMMENDS A VOTE FOR THE FOLLOWING PROPOSAL:
1. ELECTION OF DIRECTORS: As set forth in the Proxy Statement.
NOMINEES:
FOR WITHHELD
Class A Stockholders: [_] [_]
RICHARD B. KENNEDY
Class A and B [_] [_]
Stockholders:
GEORGE B. WEBBER
Signature:__________________________________________________ Date:_____________
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.
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [_]
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.
Signature:__________________________________________________ Date:_____________
<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 16, 1998
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 16th day of September, 1998 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 Class B Common Stock of the Company allocated to the undersigned under the
Plans. The undersigned hereby revokes any other directions previously given to
vote the same shares of stock for said meeting.
- -------------- --------------
SEE REVERSE SEE REVERSE
SIDE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SIDE
- -------------- --------------
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 16, 1998
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 16th day of September, 1998 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 Class B Common Stock of the Company allocated to the undersigned under the
Plans. The undersigned hereby revokes any other directions previously given to
vote the same shares of stock for said meeting.
- -------------- --------------
SEE REVERSE SEE REVERSE
SIDE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SIDE
- -------------- --------------
<PAGE>
[X] PLEASE MARK
VOTES AS IN
THIS EXAMPLE.
MANAGEMENT RECOMMENDS A VOTE FOR THE FOLLOWING PROPOSAL:
1. ELECTION OF DIRECTORS: As set forth in the Proxy Statement.
NOMINEES:
FOR WITHHELD
Class A Stockholders: [_] [_]
RICHARD B. KENNEDY
Class A and B [_] [_]
Stockholders:
GEORGE B. WEBBER
Signature:__________________________________________________ Date:_____________
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.
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [_]
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.
Signature:__________________________________________________ Date:_____________
[X] PLEASE MARK
VOTES AS IN
THIS EXAMPLE.
MANAGEMENT RECOMMENDS A VOTE FOR THE FOLLOWING PROPOSAL:
1. ELECTION OF DIRECTORS: As set forth in the Proxy Statement.
NOMINEES:
FOR WITHHELD
Class A Stockholders: [_] [_]
RICHARD B. KENNEDY
Class A and B [_] [_]
Stockholders:
GEORGE B. WEBBER
Signature:__________________________________________________ Date:_____________
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.
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [_]
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.
Signature:__________________________________________________ Date:_____________
<PAGE>
PROXY CARD
FOR VOTING CLASS B COMMON STOCK ONLY
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 16, 1998
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 on the reverse side at the Annual Meeting of Stockholders of The L.S.
Starrett Company (the "Company") to be held on the 16th day of September, 1998
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.
- ----------- -----------
SEE REVERSE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE
SIDE SIDE
- ----------- -----------
PROXY CARD
FOR VOTING CLASS B COMMON STOCK ONLY
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 16, 1998
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 on the reverse side at the Annual Meeting of Stockholders of The L.S.
Starrett Company (the "Company") to be held on the 16th day of September, 1998
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.
- ----------- -----------
SEE REVERSE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE
SIDE SIDE
- ----------- -----------
<PAGE>
PLEASE MARK
[X] VOTES AS IN
THIS EXAMPLE.
MANAGEMENT RECOMMENDS A VOTE FOR THE FOLLOWING PROPOSAL:
1. ELECTION OF DIRECTORS: As set forth in the Proxy Statement.
NOMINEES:
FOR WITHHELD
GEORGE B. WEBBER [_] [_]
Signature:__________________________________________________ Date:_____________
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.
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [_]
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.
Signature:__________________________________________________ Date:_____________
PLEASE MARK
[X] VOTES AS IN
THIS EXAMPLE.
MANAGEMENT RECOMMENDS A VOTE FOR THE FOLLOWING PROPOSAL:
1. ELECTION OF DIRECTORS: As set forth in the Proxy Statement.
NOMINEES:
FOR WITHHELD
GEORGE B. WEBBER [_] [_]
Signature:__________________________________________________ Date:_____________
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.
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [_]
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.
Signature:__________________________________________________ Date:_____________
<PAGE>
PROXY
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 16, 1998
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 on the reverse side at the Annual Meeting of Stockholders of The L.S.
Starrett Company (the "Company") to be held on the 16th day of September, 1998
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 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.
- -------------- --------------
SEE REVERSE SEE REVERSE
SIDE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SIDE
- -------------- --------------
PROXY
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 16, 1998
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 on the reverse side at the Annual Meeting of Stockholders of The L.S.
Starrett Company (the "Company") to be held on the 16th day of September, 1998
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 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.
- -------------- --------------
SEE REVERSE SEE REVERSE
SIDE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SIDE
- -------------- --------------
<PAGE>
PLEASE MARK
[X] VOTES AS IN
THIS EXAMPLE.
MANAGEMENT RECOMMENDS A VOTE FOR THE FOLLOWING PROPOSAL:
1. ELECTION OF DIRECTORS: As set forth in the Proxy Statement.
NOMINEES:
FOR WITHHELD
Class A Stockholders: [_] [_]
RICHARD B. KENNEDY
Class A And B [_] [_]
Stockholders:
GEORGE B. WEBBER
Signature: _______________________________ Date: ______________________________
The Shares represented hereby will be voted as directed herein but, if no
directors 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.
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [_]
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.
Signature: _______________________________ Date: ______________________________
[X] PLEASE MARK
VOTES AS IN
THIS EXAMPLE.
MANAGEMENT RECOMMENDS A VOTE FOR THE FOLLOWING PROPOSAL:
1. ELECTION OF DIRECTORS: As set forth in the Proxy Statement.
NOMINEES: FOR WITHHELD
Class A Stockholders: [_] [_]
RICHARD B. KENNEDY
Class A And B [_] [_]
Stockholders:
GEORGE B. WEBBER
Signature: _______________________________ Date: ______________________________
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.
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [_]
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.
Signature: _______________________________ Date: ______________________________
<PAGE>
PROXY CARD
FOR VOTING CLASS A COMMON STOCK ONLY
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 16, 1998
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 on the reverse side at the Annual Meeting of Stockholders of The L.S
Starrett Company (the "Company") to be held on the 16th day of September, 1998
at 2:00p.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 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.
- -------------- ----------------
SEE REVERSE SEE REVERSE
SIDE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SIDE
- --------------- ----------------
PROXY CARD
FOR VOTING CLASS A COMMON STOCK ONLY
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 16, 1998
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 on the reverse side at the Annual Meeting of Stockholders of The L.S
Starrett Company (the "Company") to be held on the 16th day of September, 1998
at 2:00 p.m. at the office of the Company in Athol, Massachusetts, and any
adjournments thereof, upon and in respect of all 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 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.
- -------------- ----------------
SEE REVERSE SEE REVERSE
SIDE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SIDE
- --------------- ----------------
<PAGE>
PLEASE MARK
[X] VOTES AS IN
THIS EXAMPLE.
MANAGEMENT RECOMMENDS A VOTE FOR THE FOLLOWING PROPOSAL:
1. ELECTION OF DIRECTORS: As set forth in the Proxy Statement.
NOMINEES:
FOR WITHHELD
RICHARD B. KENNEDY [_] [_]
GEORGE B. WEBBER
[_]
_______________________________________
For both nominees except as notes above
Signature: _______________________________ Date: ______________________________
The Shares represented hereby will be voted as directed herein but, if no
directors 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.
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [_]
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.
Signature: _______________________________ Date: ______________________________
PLEASE MARK
[X] VOTES AS IN
THIS EXAMPLE.
MANAGEMENT RECOMMENDS A VOTE FOR THE FOLLOWING PROPOSAL:
1. ELECTION OF DIRECTORS: As set forth in the Proxy Statement.
NOMINEES:
FOR WITHHELD
RICHARD B. KENNEDY [_] [_]
GEORGE B. WEBBER
[X]
_______________________________________
For both nominees except as notes above
Signature: _______________________________ Date: ______________________________
The Shares represented hereby will be voted as directed herein but, if no
directors 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.
-----------
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT
-----------
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.
Signature: _______________________________ Date: ______________________________
