<PAGE> 1
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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
[x] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
- -------------------------------------------------------------------------------
LaBarge, Inc.
- -------------------------------------------------------------------------------
William J. Maender, Vice President-Finance and Secretary
Payment of filing fee by wire:
[x] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
[ ] $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:(1)
- -------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- -------------------------------------------------------------------------------
[ ] 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.:
Definitive Proxy Statement
- -------------------------------------------------------------------------------
(3) Filing party:
LaBarge, Inc.
- -------------------------------------------------------------------------------
(4) Date filed:
September 18, 1996
- -------------------------------------------------------------------------------
____________________
(1) Set forth the amount on which the filing fee is calculated and
state how it was determined.
<PAGE> 2
NOTICE OF
1996 ANNUAL MEETING
OCTOBER 22, 1996
AND PROXY STATEMENT
<PAGE> 3
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
OCTOBER 22, 1996
TO THE STOCKHOLDERS:
The Annual Meeting of Stockholders of LaBarge, Inc. will be held at
the Adam's Mark Hotel, Fourth and Chestnut Streets, St. Louis, Missouri, on
October 22, 1996, at 11:00 A.M., CDT.
At the Annual Meeting, Common Stockholders will be asked:
1. To elect two Directors for a term ending in 1999;
2. To consider and act upon the ratification of the selection of
KPMG Peat Marwick LLP as independent accountants for fiscal
1997;
3. To transact such other business as may properly come before
the meeting.
Only stockholders whose names appear of record at the Company's close
of business on August 30, 1996 (the "Record Date") are entitled to receive
notice of and to vote at the Annual Meeting or any adjournment thereof. ALL
CAPITALIZED TERMS NOT OTHERWISE DEFINED IN THIS NOTICE HAVE THE DEFINITIONS
GIVEN TO THEM IN THE ATTACHED PROXY STATEMENT.
If you receive more than one proxy card because you own shares
registered in different names or at different addresses, please complete, sign,
date and return each proxy card as soon as possible in the enclosed envelope,
which needs no postage if mailed in the United States. You must complete and
return a proxy card in order to exercise your proxy voting rights.
By Order of the Board of Directors,
WILLIAM J. MAENDER
Vice President - Finance and Secretary
September 16, 1996
ALL STOCKHOLDERS ARE INVITED TO ATTEND THE ANNUAL MEETING. WHETHER OR NOT YOU
INTEND TO BE PRESENT, PLEASE COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY
CARD IN THE STAMPED AND ADDRESSED ENVELOPE ENCLOSED FOR YOUR CONVENIENCE.
STOCKHOLDERS CAN HELP THE COMPANY AVOID UNNECESSARY EXPENSE AND DELAY BY
PROMPTLY RETURNING THE ENCLOSED PROXY CARD. THE PRESENCE, IN PERSON OR BY
PROPERLY EXECUTED PROXY, OF A MAJORITY OF THE COMMON STOCK OUTSTANDING ON THE
RECORD DATE IS NECESSARY TO CONSTITUTE A QUORUM AT THE ANNUAL MEETING.
<PAGE> 4
LABARGE, INC.
707 NORTH SECOND STREET
POST OFFICE BOX 14499
ST. LOUIS, MO 63178-4499
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON OCTOBER 22, 1996
This Proxy Statement is being furnished to the Common Stockholders of
LaBarge, Inc. (the "Company") on or about September 20, 1996 in connection with
the solicitation of proxies on behalf of the Board of Directors of the Company
for use at the annual meeting of stockholders (the "Annual Meeting") to be held
on October 22, 1996 at the time and place and for the purposes set forth in the
accompanying Notice of Annual Meeting, and at any adjournment or postponement
of that meeting.
Holders of shares of common stock, par value $.01 per share (the
"Common Stock") of the Company at its close of business on August 30, 1996 (the
"Record Date") will be entitled to receive notice of and vote at the Annual
Meeting. On the Record Date 15,601,891 shares of Common Stock were
outstanding. Holders of Common Stock are entitled to one vote per share of
Common Stock they held of record on the Record Date on each matter that may
properly come before the Annual Meeting.
A plurality of votes of Common Stockholders cast at the Annual Meeting
is required for the election of each Director. Ratification of the selection
of independent accountants requires the affirmative vote of Stockholders
holding a majority of the shares of Common Stock voted at the Annual Meeting.
Management of the Company (the "Management"), together with members of
the Board of Directors of the Company, in the aggregate directly or indirectly
controls approximately 31.5% of the Common Stock outstanding on the Record
Date.
Stockholders of record on the Record Date are entitled to cast their
votes in person or by properly executed proxy at the Annual Meeting. The
presence, in person or by properly executed proxy, of a majority of the Common
Stock outstanding on the Record Date is necessary to constitute a quorum at the
Annual Meeting. If a quorum is not present at the time the Annual Meeting is
convened, the Company may adjourn or postpone the Annual Meeting. Abstentions
and broker non-votes are counted for purposes of determining the presence or
absence of a quorum for the transaction of business. Abstentions are counted
in tabulations of the votes cast on proposals presented to stockholders,
whereas broker non-votes are not counted for purposes of determining whether a
proposal has been approved. Under applicable Delaware law, an abstention or
broker non-vote will have no effect on the outcome of the election of directors
or on the ratification of the recommended independent accountants.
All Common Stock represented at the Annual Meeting by properly
executed proxies received prior to or at the Annual Meeting and not properly
revoked will be voted at the Annual Meeting in accordance with the instructions
indicated in such proxies. If no instructions are indicated, such proxies will
be voted FOR election of the Board's nominees as directors, FOR the
ratification of the recommended independent accountants and, at the discretion
of the named proxies, on any other matters that may come before the Meeting.
The Board of Directors of the Company does not know of any matters other than
the matters described in the Notice of Annual Meeting attached to this Proxy
Statement that will come before the Annual Meeting.
Any proxy given pursuant to this solicitation may be revoked by the
person giving it at any time before it is voted. Proxies may be revoked by (i)
filing with the Secretary of the Company, at or before the Annual Meeting, a
written notice of revocation bearing a date later than the date of the proxy,
(ii) duly executing a subsequent proxy relating to the Common Stock and
delivering it to the Secretary of the Company at or before the Annual Meeting,
or (iii) attending the Annual Meeting and voting in person (although attendance
at the Annual Meeting will not in and of itself constitute a revocation of a
proxy). Any written notice revoking a proxy should be sent to: Corporate
Secretary, LaBarge, Inc., 707 North Second Street, St. Louis, Missouri 63102
[telephone number (314) 231-5960].
2
<PAGE> 5
The proxies are solicited by the Board of Directors of the Company.
In addition to the use of the mails, proxies may be solicited personally or by
telephone, facsimile transmission or telegraph, by Directors, officers or
regular employees of the Company. The cost of solicitation of proxies will be
borne by the Company.
A copy of the Company's Annual Report for the fiscal year ended June
30, 1996 is being mailed to each stockholder along with this Proxy Statement.
THE DATE OF THIS PROXY STATEMENT IS SEPTEMBER 17, 1996.
PROPOSAL 1: ELECTION OF DIRECTORS
The Board of Directors of the Company is divided into three classes,
designated Class A, Class B and Class C, each class being elected for a
three-year term. Two Class A Directors will be elected at the upcoming 1996
Annual Meeting; three Class B Directors, at the 1997 Annual Meeting, and three
Class C Directors, at the 1998 Annual Meeting, and in each case when their
successors have been elected and qualified. The nominees for election as Class
A Directors are: Craig E. LaBarge and James P. Shanahan, Jr. The nominees
receiving the greatest number of votes at the Annual Meeting will be elected.
The nominees for election as Class A Directors at the Annual Meeting,
set forth in the table below, are incumbent Directors. Each of the nominees
has consented to serve as a Director if elected. Unless authority to vote for
either of the Directors is withheld in a proxy, it is intended that each proxy
will be voted FOR such nominees. In the event that either of the nominees for
Director should, before the Annual Meeting, become unable to serve if elected,
it is intended that shares represented by proxies which are executed and
returned will be voted for such substitute nominees as may be recommended by
the Company's existing Board of Directors. The accompanying form of Proxy
contains a discretionary grant of authority with respect to this matter. To
the best of the Company's knowledge, all nominees will be available to serve.
The following biographical information is furnished with respect to
each nominee and each current Director whose term continues after the Annual
Meeting:
<TABLE>
<CAPTION>
TERM
EXPIRATION AGE DIRECTOR POSITIONS WITH THE
DATE SINCE COMPANY
---------- --- -------- ------------------
<S> <C> <C> <C> <C>
NOMINEES FOR ELECTION AS CLASS A DIRECTORS
CRAIG E. LABARGE 1999 45 1981 CHIEF EXECUTIVE OFFICER,
PRESIDENT AND DIRECTOR
JAMES P. SHANAHAN, JR. 1999 35 1987 DIRECTOR
Continuing Class B Directors
R. Hal Dean 1997 79 1981 Director
J. C. Kuhn, Jr. 1997 56 1989 Director
Edward J. Nestor, Jr. 1997 71 1972 Director
Continuing Class C Directors
Gus G. Casten 1998 71 1971 Director
Richard P. Conerly 1998 72 1975 Director
Pierre L. LaBarge, Jr. 1998 71 1967 Chairman Emeritus and Director
</TABLE>
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE
FOR ELECTION OF ITS NOMINEES FOR DIRECTOR.
3
<PAGE> 6
EXECUTIVE OFFICERS, DIRECTORS AND NOMINEES FOR DIRECTOR
The following table sets forth certain information, as of August 30,
1996, with respect to the executive officers, directors whose term of office
will continue after the Annual Meeting and nominees for directors of the
Company:
<TABLE>
<CAPTION>
NAME AGE POSITION(S)
----------------------------------------------------------------------------------------------------
<S> <C> <C>
Pierre L. LaBarge, Jr. ........ 71 Chairman Emeritus and Director
Craig E. LaBarge .............. 45 Chief Executive Officer, President and Director
William J. Maender ............. 50 Vice President - Finance, Treasurer & Secretary
Harvey Baker ................... 45 Vice President - Operations
Thomas L. Hubbard .............. 43 Vice President - Telecommunications Business Unit
Gus G. Casten .................. 71 Director
Richard P. Conerly ............. 72 Director
R. Hal Dean .................... 79 Director
J. C. Kuhn, Jr. ................ 56 Director
Edward J. Nestor, Jr. .......... 71 Director
James P. Shanahan, Jr. ......... 35 Director
</TABLE>
Pierre L. LaBarge, Jr., Chairman Emeritus, is the founder of the
predecessor of the Company and serves as a member of the Audit Committee of the
Board of Directors. Mr. LaBarge retired from day-to-day business operations on
July 1, 1995. He has been a Director since 1967.
Craig E. LaBarge is the son of Pierre L. LaBarge, Jr. He assumed the
positions of Chief Executive Officer and President in 1991. Prior to that time,
he was Vice President - Marketing of the Electronics Division of the Company
(1975 to 1979), President of the Electronics Division of the Company (1979 to
present), Vice President of the Company (1981 to 1986) and President and Chief
Operating Officer of the Company (1986 to 1991). He has been a Director since
1981.
Mr. Maender joined the Company in 1984. He has been Vice President -
Finance, Treasurer and Secretary for more than five years.
Mr. Baker joined the Company in 1996. Prior to joining the Company, he
was Vice President of Manufacturing and Customer Service for the Broadcast
Division of Harris Corporation for more than five years.
Mr. Hubbard joined the Company in 1980. He became Director of the
newly-formed Telecom-munications Business Unit in 1995 and was named Vice
President - Telecommunications Business Unit in 1996. Prior to that time, he
was Sales Manager for the Joplin facility for more than five years.
Dr. Casten became a Director in 1971 and serves as a member of the
Human Resources Committee of the Board of Directors. He is retired and was
formerly a physician with Montclair Cardiology Associates, P.A., Birmingham,
Alabama.
Mr. Conerly became a director in 1975 and serves as a member of the
Audit Committee of the Board of Directors. He was formerly Chairman and Chief
Executive Officer of Orion Capital Inc. (a private company) from 1987 to 1994;
President of Pott Industries Inc., St. Louis, Missouri, a marine services
company, from 1969 to 1987; and Vice Chairman of Coal-Marine, Houston Natural
Gas Corporation, parent company of Pott Industries Inc., from 1979 to 1985.
4
<PAGE> 7
Mr. Dean became a Director in 1981 and serves as a member of the Audit
and Human Resources Committees of the Board of Directors. He has been retired
for more than the past five years and was formerly Chairman of the Board,
President and Chief Executive Officer of Ralston Purina Company.
Mr. Kuhn retired from the positions of Executive Vice President and
Chief Operating Officer of the Company on June 30, 1996. He has been a Director
since 1989.
Mr. Nestor became a Director in 1972 and serves as a member of the
Audit Committee of the Board of Directors. He joined the predecessor of the
Company in 1961 and served as Executive Vice President - Finance and Treasurer
from 1975 to 1987, Secretary from 1985 to 1988 and Senior Vice President -
Administration from 1987 to 1988. Mr. Nestor retired as an officer and employee
of the Company in 1988.
Mr. Shanahan became a Director in 1987 and serves as a member of the
Audit and Human Resources Committees of the Board of Directors. He has been
Executive Vice President and General Counsel of Pacholder Associates, Inc., an
investment advisory firm, since 1986. Mr. Shanahan is also a director of USF&G
Pacholder Fund, Inc.
The Board of Directors of the Company held six meetings in fiscal 1996.
The Company has a standing Audit Committee of its Board of Directors, which held
four meetings in fiscal 1996. This Committee performed the following principal
functions: (i) reviewed financial statements with the Company's chief financial
officer and independent accountants, (ii) reviewed the independent accountants'
"management letters" and (iii) approved the appointment of the independent
accountants for fiscal 1997. The Company also has a standing Human Resources
Committee of its Board of Directors, which held two meetings in fiscal 1996.
This Committee performs the principal function of acting as a compensation
committee. The Company has no standing nominating committee or any committee
which performs similar functions. Each Director attended at least 75% of the
meetings of the Board and its Committees on which he served in fiscal 1996.
DIRECTORS' FEES
Members of the Board of Directors who are not employees of the Company
("Non-employee Directors") receive $1,500 for each Board meeting attended.
Non-employee Directors who are members of Committees of the Board receive $750
for each committee meeting attended. Additionally, each Non-employee Director
receives $500 for attendance at the Company's annual meeting. Directors are
reimbursed for expenses incurred in attending meetings of the Board of Directors
and Committees.
5
<PAGE> 8
SUMMARY COMPENSATION TABLE
The following table sets forth information concerning the compensation
of the Chief Executive Officer and the three other most highly compensated
executives who served in such capacities as of June 30, 1996, for the fiscal
years indicated.
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM COMPENSATION (1)
--------------------------- -------------------------------
AWARDS PAYOUTS
--------------------- -------
OTHER RESTRICTED ALL
NAME AND ANNUAL STOCK OPTIONS/ LTIP OTHER
PRINCIPAL POSITION FISCAL SALARY BONUS COMP. AWARDS SARS PAYOUTS COMP.
YEAR ($)(1) ($)(1) ($) ($)(2) (#) (2) ($) ($)(3)
------------------ ------ -------- -------- ------ ---------- -------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Craig E. LaBarge 1996 $250,000 $45,000 0 0 25,000 0 $20,003
CEO & President 1995 230,000 43,000 0 0 40,000 0 20,003
1994 222,702 0 0 0 65,000 0 21,732
J. C. Kuhn, Jr. (4) 1996 176,800 25,000 0 0 15,000 0 21,570
Executive Vice 1995 170,000 23,000 0 0 20,000 0 21,570
President & COO 1994 167,154 0 0 0 30,000 0 23,202
William J. Maender 1995 156,000 21,000 0 0 10,000 0 18,531
Vice President-Finance, 1995 150,000 19,000 0 0 15,000 0 18,467
Secretary & Treasurer 1994 146,769 0 0 0 20,000 0 22,338
J. Barry Pipkin 1996 129,500 0 0 0 0 0 20,937
Vice President 1995 129,269 0 0 0 0 0 20,934
1994 128,261 0 0 0 10,000 0 34,046
</TABLE>
(1) Includes compensation amounts earned during the fiscal years shown
but deferred pursuant to individual deferred compensation agreements
with the Company.
(2) No SARs were granted during the fiscal year.
(3) Includes the following by individual for the fiscal year ended
June 30, 1996:
<TABLE>
<CAPTION>
SPLIT $ LIFE COMPANY MATCH ON
NAME PREMIUM (a) 401(k) DEFERRALS
---- ------------- ----------------
<S> <C> <C>
Craig E. LaBarge $ 20,003 $ 0
J. C. Kuhn, Jr. 21,570 0
William J. Maender 16,702 1,829
J. Barry Pipkin 19,243 1,694
</TABLE>
(a) By agreement, these "split dollar life" premiums will be
substantially recovered upon the surrender of the policy or
death of the executive.
(4) Mr. J. C. Kuhn, Jr. retired June 30, 1996.
6
<PAGE> 9
OPTION/SAR GRANTS IN LAST FISCAL YEAR
The following table sets forth all stock options granted to the named
executives during the fiscal year ended June 30, 1996.
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE VALUE
AT ASSUMED ANNUAL RATES
OF STOCK PRICE APPRECIATION
INDIVIDUAL GRANTS FOR OPTION TERM
------------------------- ---------------------
% OF TOTAL
OPTIONS/ OPTIONS/SARS
SARS GRANTED TO EXERCISE OR
GRANTED EMPLOYEES IN BASE PRICE EXPIRATION
NAME (#) (a) FISCAL YEAR ($/SH) DATE (b) 5% ($) 10% ($)
---- -------- -------------- ----------- ---------- ------ -------
<S> <C> <C> <C> <C> <C> <C>
Craig E. LaBarge 25,000 50% $4.378 8/15/00 $30,239 $66,820
J. C. Kuhn, Jr. 15,000 30% 3.98 8/15/05 37,545 95,146
William J. Maender 10,000 20% 3.98 8/15/05 25,030 63,431
J. Barry Pipkin 0 - - - - -
</TABLE>
(a) No SARs were granted during the fiscal year.
(b) The date of exercisability of the options granted in fiscal 1996 is
August 15, 1997.
AGGREGATE OPTION EXERCISES AND YEAR END OPTION VALUES
The following table sets forth all stock options exercised by the named
executives during the fiscal year ended June 30, 1996 and the number and value
of unexercised options held by such executives at fiscal year end.
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED
NUMBER OF UNEXERCISED "IN THE MONEY"
OPTIONS AT YEAR END OPTIONS AT YEAR END (a)
NO. SHARES --------------------------- ----------------------------
ACQUIRED ON VALUE
NAME EXERCISE REALIZED (b) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- ------------ ----------- --------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Craig E. LaBarge 0 $ 0 65,000 65,000 $516,750 $429,986
J. C. Kuhn, Jr. 30,000 75,000 0 35,000 0 235,613
William J. Maender 0 0 35,000 25,000 289,163 170,200
J. Barry Pipkin 23,000 68,420 0 0 0 0
</TABLE>
(a) Options are "in the money" if the market value of the shares covered
thereby is greater than the option exercise price. Market value of a
share at June 30, 1996 was $9.1875.
(b) Value realized is the difference between market value of a share on the
exercise date and the exercise price per share, times the number of
shares exercised.
7
<PAGE> 10
HUMAN RESOURCES COMMITTEE REPORT ON EXECUTIVE COMPENSATION
LaBarge, Inc. has had an independent Human Resources Committee (the
"Committee") since 1981. The Committee is made up of three outside directors
appointed annually by the Board of Directors (the "Board"). The principal
responsibilities of the Committee include the following:
- review and recommend to the Board the annual salary, incentive
compensation and other benefits of the chief executive officer and
other members of executive management.
The Company's compensation practices are designed to achieve certain
fundamental objectives, including:
- to attract and retain talented key executives;
- to set competitive compensation levels;
- to provide incentives which focus performance on the achievement of
Company objectives; and
- to align executive compensation with the interests of the
stockholders.
To assist the Committee, the Company has, for more than ten years,
contracted with an independent compensation and benefits consulting firm. This
firm periodically evaluates each of the key management positions within the
Company. The evaluation is based upon such criteria as the size and scope of
the job, specific technical and managerial skills required, and the impact of
the specific job on Company results.
Using the evaluations of each job and data on the compensation
practices of over 500 industrial companies in the U.S., the consultants
recommend ranges for both base salary and bonus opportunity. The range for base
salary is wide (plus or minus 20% from a mid-point) to accommodate a variety of
individual criteria, including competitive factors and specific job performance
over time. The recommended range for bonus opportunity is also wide, plus or
minus 50% from a mid-point. The Committee believes that executives should be
paid a base salary that is within the recommended range. Actual bonus payments
may range from zero to the recommended high point or greater.
Each year the CEO makes recommendations to the Committee regarding
proposed salary changes and bonus payments, if any. The recommendations, and
the Committee's evaluation of them, are based upon a variety of criteria
including profit performance to plan, cash flow, debt reduction, customer
development, the accomplishment of specific important objectives such as new
acquisitions, divestitures, refinancing, and many subjective factors. All of
these factors were considered in determining the CEO's total compensation
package for fiscal 1996 and the recommended salary and bonuses for the other
officers for fiscal 1996. Since the management team is small, this approach has
worked well and has been adequate to achieve the stated objectives.
Committee members: R. Hal Dean, Chairman
G. G. Casten
James P. Shanahan, Jr.
8
<PAGE> 11
VOTING SECURITIES AND OWNERSHIP THEREOF BY CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
Set forth below is information as of August 30, 1996, concerning all
persons known to the Company to be beneficial owners of more than 5% of the
Common Stock outstanding on the Record Date, and ownership of Common Stock
beneficially owned by each Director and nominee for Director of the Company, and
all executive officers and Directors as a group (unless otherwise indicated,
such ownership represents sole voting and sole investment power).
<TABLE>
<CAPTION>
NAME AND ADDRESS OF SHARES PERCENT
BENEFICIAL OWNERS (1) BENEFICIALLY OWNED OF CLASS
<S> <C> <C>
Gus G. Casten 272,468 1.8%
Richard P. Conerly 51,704 *
R. Hal Dean 108,621 *
J. C. Kuhn, Jr. 73,000 (5) *
Pierre L. LaBarge, Jr. 3,330,826 (2)(3)(4) 21.4%
Craig E. LaBarge 3,089,829 (3)(4)(5)(6) 19.7%
(7)(8)(9)(12)
William J. Maender 1,018,817 (4)(5)(10) 6.5%
Edward J. Nestor, Jr. 26,591 (11) *
James P. Shanahan, Jr. 75,000 *
All executive officers and 4,968,213 31.5%
directors as a group
(9 persons)
</TABLE>
* Less than 1%.
(1) The address of each executive officer and Director is c/o LaBarge,
Inc., 707 North Second Street, St. Louis, MO 63102.
(2) Includes 1,162,100 shares owned in Pierre L. LaBarge, Jr.'s individual
capacity. The remaining 2,168,726 shares represent shared voting and
shared investment power.
(3) Includes 1,258,809 shares held by a revocable living trust for Pierre
L. LaBarge, Jr. of which trust Pierre L. LaBarge, Jr. and Craig E.
LaBarge are the co-trustees and in which shares Mr. Craig E. LaBarge
disclaims beneficial ownership.
(4) Includes 909,917 shares held in the Benefit Plan as to which the three
members of the Benefit Plan administrative committee have shared voting
power; comprising an aggregate of 280,579 shares which are held in
accounts of executive officers of the Company and an aggregate of
629,338 shares which are held in accounts of other employees of the
Company.
(5) Includes options exercisable within 60 days for the following number of
shares under the 1987 and 1993 Incentive Stock Option Plans: J. C.
Kuhn, Jr. - 20,000; Craig E. LaBarge - 105,000; William J. Maender -
50,000; all executive officers and directors as a group - 175,000.
(6) Includes 30,422 shares held by six trusts, one for each of Pierre L.
LaBarge, Jr.'s six grandchildren, of which trusts Craig E. LaBarge,
Mark J. LaBarge and Pierre L. LaBarge, III are the co-trustees and in
which shares the co-trustees disclaim beneficial ownership.
(7) Includes 70,548 shares held by Craig E. LaBarge's spouse in her name,
34,000 shares held in her IRA, and 342 shares as custodian for their
two minor children. Craig E. LaBarge disclaims beneficial ownership of
these shares.
(8) Includes 18,172 shares held by a trust for two minor children of Craig
E. LaBarge, of which trust Craig E. LaBarge and Mark J. LaBarge are
co-trustees and in which shares the co-trustees disclaim beneficial
ownership.
9
<PAGE> 12
(9) Includes 642,619 shares owned in Craig E. LaBarge's individual
capacity.
(10) Includes 58,900 shares owned in William J. Maender's individual
capacity.
(11) Includes 15,816 shares owned in Edward J. Nestor, Jr.'s individual
capacity, 10,263 shares owned by his spouse and 512 shares held as
custodian for three minor children. Mr. Nestor disclaims beneficial
ownership of all but the shares owned in his individual capacity.
(12) Includes 20,000 shares held in Craig E. LaBarge's IRA.
SECTION 16(a) BENEFICIAL OWNERSHIP COMPLIANCE
To the Company's knowledge, based solely on review of copies of such
reports furnished to the Company and written representations that no other
reports were required, all Section 16(a) filing requirements have been met
during fiscal 1996.
PERFORMANCE GRAPHS
Five-Year Total Return. The following graph compares the cumulative
total stockholder return (stock price appreciation plus dividends) on the
Company's Common Stock with the cumulative total return of the American Stock
Exchange Market value and a peer group.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN*
AMONG LABARGE, INC., THE AMEX MARKET VALUE INDEX AND A PEER GROUP
LB AMEX PEER GROUP
-- ---- ----------
100 100 100
1992 267 106 98
1993 108 121 117
1994 158 118 125
1995 300 140 174
1996 1,225 161 227
* $100 INVESTED ON 6/30/91 IN STOCK OR INDEX -
INCLUDING REINVESTMENT OF DIVIDENDS.
FISCAL YEAR ENDING JUNE 30.
The peer group consists of the following companies selected on the
basis of their market capitalization and similarity of businesses: Miltope
Group, Inc.; Sparton Corporation; Tech Sym Corporation; Esterline Technologies
Corporation; EDO Corporation; Whittaker Corporation; Cubic Corporation; GRC
International, Inc. and Aydin Corporation. AEL Industries, Inc., a member of
the peer group in previous years, has been deleted from the peer group used in
this analysis as it is no longer publicly traded.
10
<PAGE> 13
PROPOSAL 2: SELECTION OF INDEPENDENT ACCOUNTANTS
KPMG Peat Marwick LLP ("Peat Marwick") has been appointed as
independent accountants for the Company for the fiscal year ending June 29, 1997
by the Board of Directors with the approval of the Audit Committee. Peat
Marwick has been the Company's independent accountants since 1980. Although the
appointment of independent accountants is not required to be approved by Common
Stockholders, the Board of Directors believes Common Stockholders should
participate in the appointment through ratification. A representative of Peat
Marwick is expected to be present at the Annual Meeting of Stockholders with the
opportunity to make a statement, if he so desires, and he is expected to be
available to respond to appropriate questions raised orally at the meeting.
The affirmative vote of the holders of a majority of the outstanding
shares of Common Stock casting a vote at the Annual Meeting is necessary for the
ratification of the selection of the independent accountants.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR
RATIFICATION OF THE SELECTION OF KPMG PEAT MARWICK LLP
AS INDEPENDENT ACCOUNTANTS FOR FISCAL 1997.
STOCKHOLDER PROPOSALS
Any stockholder proposal to be presented at the next Annual Meeting,
which is expected to be held in October 1997, must be received by the Company at
its principal office at the address listed on page 2 hereof no later than May
20, 1997.
By Order of the Board of Directors,
WILLIAM J. MAENDER
Vice President - Finance and Secretary
St. Louis, Missouri
September 17, 1996
11
<PAGE> 14
PROXY
LABARGE, INC.
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS
OCTOBER 22, 1996
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. UNLESS OTHERWISE
INDICATED, THIS PROXY WILL BE VOTED FOR PROPOSAL 1 AND FOR PROPOSAL 2.
THE UNDERSIGNED HEREBY APPOINTS CRAIG E. LABARGE AND WILLIAM J.
MAENDER, OR EITHER OF THEM ACTING IN THE ABSENCE OF THE OTHER, PROXIES FOR THE
UNDERSIGNED, WITH FULL POWER OF SUBSTITUTION, TO VOTE ALL SHARES OF THE
UNDERSIGNED AT THE ANNUAL MEETING OF STOCKHOLDERS OF LABARGE, INC. TO BE HELD
AT THE ADAM'S MARK HOTEL, FOURTH AND CHESTNUT STREETS, ST. LOUIS, MISSOURI, ON
OCTOBER 22, 1996, AT 11:00 A.M., ST. LOUIS TIME, AND AT ANY ADJOURNMENTS
THEREOF, IN ACCORDANCE WITH THE INSTRUCTIONS NOTED BELOW, AND WITH
DISCRETIONARY AUTHORITY WITH RESPECT TO SUCH OTHER MATTERS, NOT KNOWN OR
DETERMINED AT THE TIME OF THE SOLICITATION OF THIS PROXY, AS MAY PROPERLY COME
BEFORE SAID MEETING OR ANY ADJOURNMENT THEREOF.
THE UNDERSIGNED HEREBY REVOKES ANY PROXIES HERETOFORE GIVEN IN
CONNECTION WITH THE ANNUAL MEETING AND DIRECTS SAID PERSONS TO USE THIS PROXY
TO ACT OR VOTE AS FOLLOWS:
(change of address)
Election of Directors, Nominees: ________________________________________
Class A: Craig E. LaBarge ________________________________________
James P. Shanahan, Jr. ________________________________________
________________________________________
(If you have written in the above space,
please mark the corresponding box on
the reverse side of this card.)
SEE REVERSE
SIDE
00010
<PAGE> 15
[X] Please mark your SHARES IN YOUR NAME
votes as in this
example.
FOR WITHHELD FOR AGAINST ABSTAIN
1. Election of 2. Proposal to ratify the
Directors selection of KPMG Peat
(see reverse) Marwick LLP as Independent
Accountants for the fiscal
year ending June 29, 1997.
For, except vote withheld from the following nominee(s):
______________________________________________________
Change
of
Address
SIGNATURE(S) ________________________________________ DATE ____________
SIGNATURE(S) ________________________________________ DATE ____________
NOTE: Please sign exactly as name appears hereon. Joint owners should
each sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such.
