SCHEDULE 14A |
[ ] | Preliminary Proxy Statement | [ ] | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
[ X ] | Definitive Proxy Statement |
[ ] | Definitive Additional Materials |
[ ] | Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12 |
LMI AEROSPACE, INC. |
[ X ] | No fee required. |
[ ] | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
1) | Title to 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: |
LMI AEROSPACE, INC. |
1. | to elect one Class II Director for a term expiring in 2006 or until his successor is elected and qualified; |
2. | to ratify the selection of Ernst & Young LLP to serve as the Company's independent auditor; and |
3. | to transact such other business as may properly come before the meeting or any adjournment thereof. |
1. | FOR the election of the person named herein as a nominee for Class II Director of the Company, for a term expiring at the 2006 Annual Meeting of Shareholders or until his successor has been duly elected and qualified; |
2. | FOR the ratification of the engagement of Ernst & Young LLP as the Company’s independent auditor; and |
3. | According to such person’s judgment on the transaction of such other business as may properly come before the meeting or any adjournment thereof. |
Amount and Nature Name and Address of of Beneficial Percent of Beneficial Owner Ownership(1) Class - ------------------- ----------------- ---------- Ronald S. Saks 2,867,580(2) 34.3% 3600 Mueller Road St. Charles, Missouri 63301 Union Planters Trust & Investment 984,599(3) 11.7% Management, as trustee of the LMI Aerospace, Inc. Profit Sharing Plan and Savings Plan and Trust 1401 South Brentwood Blvd., 9th Floor St. Louis, Missouri 63144 Joseph and Geraldine Burstein 608,296(4) 7.2% 3600 Mueller Road St. Charles, Missouri 63301
(1) | Reflects the number of shares outstanding on April 29, 2003, and, with respect to each person, assumes the exercise of all stock options held by such person that are exercisable currently or within 60 days of the date of this proxy statement (such options being referred to hereinafter as “currently exercisable options”). |
(2) | Includes 80,231 shares held by Union Planters Trust & Investment Management through the Company’s Profit Sharing Plan for the benefit of Mr. Saks, and over which Mr. Saks maintains investment power only. Also includes 176,833 shares of Common Stock directly or indirectly owned by Mr. Saks’ children who might be deemed to maintain a principal residence at Mr. Saks’ residence. Mr. Saks has disclaimed beneficial ownership of these shares of Common Stock. 2,610,516 shares of Common Stock deemed beneficially owned by Mr. Saks are held of record by the Ronald S. Saks Revocable Trust U/T/A dated June 21, 1991, of which Mr. Saks, as trustee, maintains voting and investment authority. |
(3) | All such shares of Common Stock are held for the benefit of the LMI Aerospace, Inc. Profit Sharing Plan and Savings Plan and Trust. The shares subject to the Company’s Profit Sharing Plan include shares beneficially owned by: (i) Ronald S. Saks (80,231); (ii) Tom D. Baker (59); (iii) Michael J. Biffignani (117); (iv) Duane E. Hahn (58,546); and (v) Robert T. Grah (23,928). |
(4) | Includes 599,296 shares of Common Stock held of record by the Joseph Burstein Revocable Trust U/T/A dated August 20, 1983 for which Mr. and Mrs. Burstein, as co-trustees share voting and investment power. Also includes 9,000 shares of Common Stock issuable upon the exercise of immediately exercisable options to purchase such shares. |
Amount and Nature of Name of Beneficial Beneficial Owner Ownership(1) Percent of Class - ---------------- ------------ ---------------- Ronald S. Saks 2,867,580(2) 34.3% Joseph and Geraldine Burstein 608,296(3) 7.2% Duane E. Hahn 361,146(4) 4.3% Sanford S. Neuman 308,640(5) 3.7% Brian D. Geary 102,700(6) 1.2% Robert T. Grah 80,758(7) 1.0% Michael J. Biffignani 14,742(8) * Thomas G. Unger 11,000(9) * Ernest R. Star 5,000(10) * Tom D. Baker 59(11) * All directors & executive 4,543,153(12) 54.7% officers as a group (16 in group)
* Less than 1%.
(1) | Reflects the number of shares outstanding on April 29, 2003, and with respect to each person, assumes the exercise of all stock options held by such person that are exercisable currently or within 60 days of the date of this proxy statement (such options being referred to hereinafter as “currently exercisable options”). |
(2) | See Note (2) to the table “Security Ownership of Certain Beneficial Owners.” |
(3) | See Note (4) to the table under “Security Ownership of Certain Beneficial Owners.” |
(4) | Includes 58,546 shares of Common Stock held of record by Union Planters Trust & Investment Management through the Company’s Profit Sharing Plan for the benefit of Mr. Hahn, over which Mr. Hahn maintains investment power only. Also includes 6,500 shares of Common Stock issuable upon the exercise of immediately exercisable options to purchase such shares. |
(5) | Includes 282,940 shares held of record by a revocable trust of which Mr. Neuman, as trustee, has voting and investment power, and 16,700 shares held by certain trusts of which Mr. Neuman as trustee has voting and investment power. Also includes 9,000 shares of Common Stock issuable upon the exercise of immediately exercisable options to purchase such shares. |
(6) | Includes 6,000 shares of Common Stock issuable upon the exercise of immediately exercisable options to purchase such shares. |
(7) | Includes 23,928 shares of Common Stock held of record by Union Planters Trust & Investment Management through the Company’s Profit Sharing Plan for the benefit of Mr. Grah, over which Mr. Grah maintains investment power only. Also includes 25,575 shares of Common Stock issuable upon the exercise of immediately exercisable options to purchase such shares. |
(8) | Includes 117 shares of Common Stock held of record by Union Planters Trust & Investment Management through the Company’s Profit Sharing Plan for the benefit of Mr. Biffignani, over which Mr. Biffignani maintains investment power only. Also includes 14,625 shares of Common Stock issuable upon the exercise of immediately exercisable options to purchase such shares. |
(9) | Includes 9,000 shares of Common Stock issuable upon the exercise of immediately exercisable options to purchase such shares. |
(10) | Includes 5,000 shares of Common Stock issuable upon the exercise of immediately exercisable options to purchase such shares. |
(11) | Mr. Baker resigned as the Company’s Chief Operating Officer effective July 1, 2002, and as a director of the Company on August 8, 2002. Mr. Baker’s relationship as an employee of the Company terminated on February 28, 2003. While the Company has been able to verify that Mr. Baker is the beneficial owner of 59 shares of Common Stock held of record by Union Planters Trust & Investment Management through the Company’s Profit Sharing Plan, over which he maintains investment power only, the Company has been unable to verify whether or not Mr. Baker maintains beneficial ownership of additional shares of the Company’s Common Stock. |
(12) | Includes 90,178 shares subject to currently exercisable options held by non-director executives of the Company and 39,500 shares subject to currently exercisable options held by directors of the Company. |
Class II: To be elected to serve as Director until 2006 Service as Name Age Principal Occupation Director Since - ---- --- -------------------- -------------- Thomas Unger 54 Director of Fife Fabrication, 1999 Inc., a manufacturer of sheet metal parts and assemblies, since early 1998; prior thereto, Chief Executive Officer of Tyee Aircraft since 1982. Class III: To continue to serve as Director until 2004 Service as Name Age Principal Occupation Director Since - ---- --- -------------------- -------------- Ronald S. Saks 59 Chief Executive Officer and 1984 President since 1984. Joseph Burstein 75 Chairman of the Board of the 1984 Company since 1984. Brian D. Geary 56 Director of the Company since 2002 June 3, 2002; prior thereto, President of Versaform Corporation since July, 1978. Class I: To continue to serve as Director until 2005 Service as Name Age Principal Occupation Director Since - ---- --- -------------------- -------------- Sanford S. Neuman 67 Assistant Secretary of the 1984 Company; Managing Member of the law firm, Gallop, Johnson & Neuman, L.C. since May 2000; Member of Gallop, Johnson & Neuman, L.C. for more than the last five years. Duane E. Hahn 50 Acting General Manager of 1990 Versaform Corporation since August 2003; prior thereto, the Company's Vice President of Continuous Improvement since January 2002; prior thereto, Vice President, Regional Manager since 1996; prior thereto, Vice President and General Manager of the Company's Auburn facility since 1988; prior thereto, Assistant General Manager since 1984.
Annual Compensation Long Term Compensation ---------------------- -------------------------------- Awards Payouts -------------------- ----------- LTIP All Name and Restricted Securities Payouts Other Principal Salary Bonus Stock Underlying Options Compen- Position Year ($)(1) ($) Other Award ($) ($) (#) sation ($) - ---------------------------------------------------------------------------------------- Ronald S. Saks...2002 240,200 0 0 0 0 0 0 President and CEO 2001 240,425 13,192 0 0 0 0 0 2000 240,200 0 0 0 0 0 0 - -------------------------------------------------------------------------------------- Tom D. Baker.....2002 190,848 0 0 0 40,000 0 0 Chief Operating Officer(2) 2001 190,425 18,794 0 0 40,000 0 0 2000 178,485 0 0 0 40,000 0 0 - -------------------------------------------------------------------------------------- Ernest R. Star...2002 147,928 17,145 0 0 0 0 0 General Manager, Tempco 2001 108,282 0 0 0 5,000 0 0 Engineering(3) - -------------------------------------------------------------------------------------- Duane E. Hahn....2002 150,425 3,357 0 0 0 0 0 Vice President 2001 140,425 25,277 0 0 3,500 0 0 2000 140,425 1,620 0 0 0 0 0 - -------------------------------------------------------------------------------------- Michael J. Biffignani.......2002 150,425 0 0 0 0 0 0 Chief Information 2001 137,924 8,111 0 0 3,500 0 0 Officer 2000 127,525 18,750 0 0 0 0 0 - -------------------------------------------------------------------------------------- Robert T. Grah...2002 140,425 3,639 0 0 0 0 0 General Manager 2001 130,425 25,277 0 0 3,500 0 0 2000 130,425 0 0 0 16,450 0 0 - --------------------------------------------------------------------------------------
(1) | Includes cash and Common Stock contributed to the Company’s profit sharing and 401(k) plan. |
(2) | Mr. Baker resigned as the Company’s Chief Operating Officer of the Company effective July 1, 2002, and as a director of the Company on August 8, 2002. Mr. Baker’s relationship as an employee of the Company terminated on February 28, 2003. |
(3) | Mr. Star was appointed General Manager of Tempco Engineering in April 2001. |
Potential Realizable Value At Assumed Annual Rates Of Stock price Appreciation Individual Grants For Option Term(1) - ----------------------------------------------------------------------------------- Percent Of Total Number of Options/SARs Securities Granted To Exercise Underlying Employees Of Base Options/SARs In Fiscal Price Expiration Name Granted (#) Year ($/Sh) Date 5% ($) 10% ($) (a) (b) (c) (d) (e) (f) (g) - ----------------------------------------------------------------------------------- Tom D. Baker 40,000(2) 45.2% $4.76 11/18/12 119,742 303,449 - -----------------------------------------------------------------------------------
(1) | The options listed above were granted at the average of the closing bid and ask price on the date of grant. The potential realizable value assumes a rate of annual compound stock price appreciation of 5% and 10% from the date the options were granted over the full option term. Such rates are required by the Securities and Exchange Commission and do not represent the Company’s estimate or projection of future prices of the Common Stock. |
(2) | Mr. Baker’s options terminated in February, 2003 upon Mr. Baker’s termination of employment with the Company. |
Number of Securities Value of underlying Unexercised Unexercised In-The-Money Options/SARs At Options/SARs At Shares Value Fiscal Year Ended Fiscal Year End Acquired On Realized (#) Exercisable/ ($)Exercisable/ Name Exercise (#) ($)(1) Unexercisable Unexercisable(1) (a) (b) (c) (d) (e) - ------------------------------------------------------------------------------- Tom D. Baker(2) 13,900 71,228 46,100/60,000 16,000/10,100 - ------------------------------------------------------------------------------- Ernest R. Star 0 0 5,000/5,000 5,000/0 - ------------------------------------------------------------------------------- Duane E. Hahn 0 0 6,500/7,500 3,500/0 - ------------------------------------------------------------------------------- Michael J. Biffignani 0 0 14,625/15,000 3,500/0 - ------------------------------------------------------------------------------- Robert T. Grah 0 0 25,575/27,450 3,500/0 - -------------------------------------------------------------------------------
(1) | The monetary value used in this calculation is $2.11 per share, the fair market value of the stock as of December 31, 2002. |
(2) | Mr. Baker’s options terminated in February, 2003 upon Mr. Baker’s termination of employment with the Company. |
Amount -------- Audit Fees(1) $314,632 Financial Information Systems Design and Implementation Fees(2) - All Other Fees(3) 142,766 -------- Total Fees $457,398 ========
[GRAPH] 6/30/98 12/31/98 12/31/99 12/31/00 12/31/01 12/31/02 ------- -------- -------- -------- -------- -------- LMI Aerospace, Inc. 100 58 27 22 43 22 S&P 500 100 108 130 116 101 78 S&P Aerospace/ 100 104 52 53 49 46 Defense Index
|_| | FOR the nominee listed below (or such other person designated by the Board of Directors to replace any unavailable nominee) |
|_| | WITHHOLD AUTHORITY to vote for the nominee listed below |
Nominee: Thomas Unger |
2. | RATIFICATION OF THE ENGAGEMENT OF ERNST & YOUNG LLP AS INDEPENDENT AUDITOR: |
|_| FOR |_| AGAINST |_| ABSTENTION |
3. | OTHER MATTERS |
In his discretion with respect to the transaction of such other business as may properly come before the meeting. |
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS. THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS SPECIFIED. IF NO CHOICE IS SPECIFIED, THIS PROXY WILL BE VOTED FOR THE DIRECTOR NOMINATED BY THE BOARD OF DIRECTORS, FOR THE RATIFICATION OF ERNST & YOUNG LLP AND IN THE DISCRETION OF THE PROXIES ON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING OR ANY ADJOURNMENTS OR POSTPONEMENTS THEREOF. |
DATE ______________________________, 2003 ________________________________________ ________________________________________
Please date and sign exactly as your name appears on the envelope. In the case of joint holders, each should sign. When signing as attorney, executor, etc., give full title. If signer is a corporation, execute in full corporate name by authorized officer. |