<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:
[X] Preliminary Proxy Statement [ ] Confidential, For Use of the
Commission Only (as Permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
LaBarge, Inc.
- -------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- -------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ ] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing
fee is calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
- --------------------------------------------------------------------------------
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
(1) Amount Previously Paid:
- --------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
- --------------------------------------------------------------------------------
(3) Filing Party:
- --------------------------------------------------------------------------------
(4) Date Filed:
- --------------------------------------------------------------------------------
<PAGE> 2
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
OCTOBER 21, 1997
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
21, 1997, at 11:00 A.M., CDT.
At the Annual Meeting, Common Stockholders will be asked:
1. To elect three Directors for a term ending in 2000;
2. To approve the amendment to Article Fourth of the Certificate of
Incorporation to increase the number of authorized shares of Common
Stock from 20,000,000 to 40,000,000;
3. To consider and act upon the ratification of the selection of KPMG
Peat Marwick LLP as independent accountants for fiscal 1998;
4. 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 29, 1997 (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
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> 3
LABARGE, INC.
9900A CLAYTON ROAD
POST OFFICE BOX 14499
ST. LOUIS, MO 63178-4499
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON OCTOBER 21, 1997
This Proxy Statement is being furnished to the Common Stockholders of
LaBarge, Inc. (the "Company") on or about September 22, 1997 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 21, 1997 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 29, 1997 (the "Record
Date") will be entitled to receive notice of and vote at the Annual Meeting.
On the Record Date, 15,658,230 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. Approval of the proposed amendment
to the Certificate of Incorporation requires the affirmation vote of
Stockholders holding a majority of shares of Common Stock entitled to vote.
Ratification of the selection of independent accountants require 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
controlled approximately 30.6% 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 and broker
non-votes are not counted in determining whether proposals presented to
stockholders, but have been approved, are counted for purposes of determining
whether a quorum is present. Under applicable Delaware law, an abstention or
broker non-vote will have the same effect as a vote against the proposed
amendment to the Certificate of Incorporation and 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 proposed
amendment to the Certificate of
2
<PAGE> 4
Incorporation, FOR the ratification of the recommended independent accountants
and, at the discretion of the named proxies, on any other matters that may
properly 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 set to: Corporate Secretary,
LaBarge, Inc., 9900A Clayton Road, St. Louis, Missouri 63124 [telephone number
(314) 997-0800].
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 29,
1997 is being sent to each stockholder along with this Proxy Statement.
The date of this Proxy Statement is ______________.
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. Three Class B Directors will be elected at the upcoming 1997
Annual Meeting; three Class C Directors, at the 1998 Annual Meeting; and three
Class A Directors, at the 1999 Annual Meeting, in each case to serve until
their successors have been duly elected and qualified. The nominees for
election as Class B Directors are: R. Hal Dean; J. C. Kuhn, Jr. and Edward J.
Nestor, Jr. The nominees receiving the greatest number of votes at the Annual
Meeting will be elected.
The nominees for election as Class B 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 any
of the three Directors is withheld in a proxy, it is intended that each proxy
will be voted FOR such nominees. In the event that any 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.
3
<PAGE> 5
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 DIRECTOR POSITIONS WITH THE
DATE AGE SINCE COMPANY
- --------------------------------------------------------------------------------------------------------------
NOMINEES FOR ELECTION AS CLASS B DIRECTORS
<S> <C> <C> <C> <C>
R. HAL DEAN 2000 80 1981 DIRECTOR
J. C. KUHN, JR. 2000 57 1989 DIRECTOR
EDWARD J. NESTOR, JR. 2000 72 1972 DIRECTOR
- --------------------------------------------------------------------------------------------------------------
Continuing Class A Directors
Craig E. LaBarge 1999 46 1981 Chief Executive Officer,
President and Director
James P. Shanahan, Jr. 1999 36 1987 Director
Jack E. Thomas, Jr. 1999 45 1997 Director
- --------------------------------------------------------------------------------------------------------------
Continuing Class C Directors
Gus G. Casten 1998 72 1971 Director
Richard P. Conerly 1998 73 1975 Director
Pierre L. LaBarge, Jr. 1998 72 1967 Director
- --------------------------------------------------------------------------------------------------------------
</TABLE>
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU
VOTE FOR ELECTION OF ITS NOMINEES FOR DIRECTOR.
EXECUTIVE OFFICERS, DIRECTORS AND NOMINEES FOR DIRECTOR
The following table sets forth certain information, as of August 29, 1997,
with respect to the executive officers, directors whose term of office will
continue after the Annual Meeting and nominees for directors of the Company:
4
<PAGE> 6
<TABLE>
<CAPTION>
NAME AGE POSITION(S)
- -----------------------------------------------------------------------------------------
<S> <C> <C>
Pierre L. LaBarge, Jr. .......... 72 Chairman Emeritus and Director
Craig E. LaBarge ................ 46 Chief Executive Officer, President and Director
William J. Maender .............. 51 Vice President - Finance, Treasurer and Secretary
Harvey Baker .................... 46 Vice President - Operations
Thomas L. Hubbard ............... 44 Vice President - Telecommunications Business Unit
Gus G. Casten ................... 72 Director
Richard P. Conerly .............. 73 Director
R. Hal Dean ..................... 80 Director
J. C. Kuhn, Jr. ................. 57 Director
Edward J. Nestor, Jr. ........... 72 Director
James P. Shanahan, Jr. .......... 36 Director
Jack E. Thomas, Jr. ............. 45 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 in
1995. He has been a Director since 1967.
Craig E. LaBarge is the son of Pierre LaBarge, Jr. and has been a Director
since 1981. 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). Mr. LaBarge is also a director and member of the Audit
Committee of TALX Corporation.
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 as Vice President - Operations.
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 Vice President -
Telecommunications Business Unit in 1996. Prior to that time, he was Sales
Manager for the Joplin facility for more than five years.
Mr. 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.
5
<PAGE> 7
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.
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 became a Director in 1989 and serves as a member of the Audit
Committee of the Board of Directors. He retired from the positions of
Executive Vice President and Chief Operating Officer of the Company in 1996.
Mr. Kuhn has served in a consulting capacity for the Company since retirement.
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.
Mr. Thomas became a Director in 1997. He has been President, Chief
Executive Officer and Chairman of the Board of Coin Acceptors, Inc. since 1982.
Mr. Thomas serves on the Board of Directors of Mercantile Trust Company, is
Chairman of Royal Vendors, Inc. (a private company), and serves on the Advisory
Board of AON Risk Services and Clark Holding Corporation.
The Board of Directors of the Company held six meetings in fiscal 1997.
The Company has a standing Audit Committee of its Board of Directors, which
held four meetings in fiscal 1997. 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 1998. The Company also
has a standing Human Resources Committee of its Board of Directors, which held
three meetings in fiscal 1997. 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 1997, with the exception of Mr. Dean, who attended 70% of
such meetings.
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 $500 for attendance at the Company's Annual Meeting. Directors are
reimbursed for expenses incurred in attending meetings of the Board of
Directors and Committees.
6
<PAGE> 8
SUMMARY COMPENSATION TABLE
The following table sets forth information concerning the compensation of
the Chief Executive Officer and the four other most highly compensated
executives who served in such capacities as of June 29, 1997, for the fiscal
years indicated.
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM COMPENSATION (1)
-------------------------------- -------------------------------
AWARDS PAYOUTS
-------------------- -------
RESTRICTED ALL
OTHER ANNUAL STOCK OPTIONS/ LTIP OTHER
NAME AND SALARY BONUS COMP. AWARDS SARS PAYOUTS COMP.
PRINCIPAL POSITION FISCAL YEAR ($) (1) ($) (1) ($) ($) (2) (#) (2) ($) ($) (3)
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Craig E. LaBarge 1997 $275,002 $120,000 0 0 16,775 0 $20,003
CEO & President 1996 250,000 45,000 0 0 25,000 0 20,003
1995 230,000 43,000 0 0 40,000 0 20,003
- ----------------------------------------------------------------------------------------------------------------------
William J. Maender 1997 162,500 45,000 0 0 12,500 0 16,702
Vice President - Finance, 1996 156,000 21,000 0 0 10,000 0 18,531
Secretary & Treasurer 1995 150,000 19,000 0 0 15,000 0 18,467
- ----------------------------------------------------------------------------------------------------------------------
Harvey Baker (4) 1997 147,441 0 0 0 12,500 0 17,286
Vice President -
Operations
- ----------------------------------------------------------------------------------------------------------------------
Thomas L. Hubbard (4) 1997 138,462 47,500 0 0 12,500 0 13,480
Vice President - Telecom
Business Unit
- ----------------------------------------------------------------------------------------------------------------------
J. Barry Pipkin 1997 129,500 14,000 0 0 10,000 0 19,243
Vice President 1996 129,500 0 0 0 0 0 20,937
1995 129,269 0 0 0 0 0 20,934
- ----------------------------------------------------------------------------------------------------------------------
</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 29,
1997:
<TABLE>
<CAPTION>
SPLIT $ LIFE COMPANY MATCH ON
NAME PREMIUM (A) 401(K) DEFERRALS
- ---------------------------------------------------------------
<S> <C> <C>
Craig E. LaBarge $20,003 $ 0
- ---------------------------------------------------------------
William J. Maender 16,702 1,983
- ---------------------------------------------------------------
Harvey Baker 17,286 0
- ---------------------------------------------------------------
Thomas L. Hubbard 13,480 2,046
- ---------------------------------------------------------------
J. Barry Pipkin 19,243 1,869
- ---------------------------------------------------------------
</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. Baker and Mr. Hubbard became officers of the Company during fiscal 1997.
7
<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 29, 1997.
<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 16,775 18.3% $7.24 8/13/01 $33,555 $74,147
- -------------------------------------------------------------------------------------------------------
William J. Maender 12,500 13.6 6.58 8/13/06 51,727 131,085
- -------------------------------------------------------------------------------------------------------
Harvey Baker 12,500 13.6 6.58 8/13/06 51,727 131,085
- -------------------------------------------------------------------------------------------------------
Thomas L. Hubbard 12,500 13.6 6.58 8/13/06 51,727 131,085
- -------------------------------------------------------------------------------------------------------
J. Barry Pipkin 10,000 10.9 6.58 8/13/06 41,381 104,868
- -------------------------------------------------------------------------------------------------------
</TABLE>
(a) No SARs were granted during the fiscal year.
(b) The date of exercisability of the options granted in fiscal 1997 is August
13, 1998.
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 29, 1997 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"
NO. SHARES OPTIONS AT YEAR END OPTIONS AT YEAR END (A)
ACQUIRED ON VALUE ---------------------------- ------------------------------
NAME EXERCISE REALIZED (B) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Craig E. LaBarge 0 $ 0 105,000 41,775 $491,811 $40,550
- ------------------------------------------------------------------------------------------------------------------
William J. Maender 20,000 117,500 30,000 22,500 150,413 72,125
- ------------------------------------------------------------------------------------------------------------------
Harvey Baker 0 0 0 12,500 0 0
- ------------------------------------------------------------------------------------------------------------------
Thomas L. Hubbard 20,000 95,340 0 12,500 0 0
- ------------------------------------------------------------------------------------------------------------------
J. Barry Pipkin 0 0 0 10,000 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 29, 1997 was $6.00.
(b) Value realized is the difference between the market value of a share on the
exercise date and the exercise price per share, times the number of shares
exercised.
8
<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 1997 and the recommended salary and bonuses for the other
officers for fiscal 1997. 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
Gus G. Casten
James P. Shanahan, Jr.
9
<PAGE> 11
VOTING SECURITIES AND OWNERSHIP THEREOF BY CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
Set forth below is information as of August 29, 1997, 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>
Harvey Baker 0 -
- ---------------------------------------------------------------------------
Gus G. Casten 272,468 1.7
- ---------------------------------------------------------------------------
Richard P. Conerly 51,704 *
- ---------------------------------------------------------------------------
R. Hal Dean 108,621 *
- ---------------------------------------------------------------------------
Thomas L. Hubbard 21,707 (13) *
- ---------------------------------------------------------------------------
J. C. Kuhn, Jr. 40,100 (5) *
- ---------------------------------------------------------------------------
Pierre L. LaBarge, Jr. 3,194,230 (2) (3) (4) 20.4%
- ---------------------------------------------------------------------------
Craig E. LaBarge 3,067,517 (3) (4) (5) (6) 19.4%
(7) (8) (9) (12)
- ---------------------------------------------------------------------------
William J. Maender 1,014,290 (4) (5) (10) 6.5%
- ---------------------------------------------------------------------------
Edward J. Nestor, Jr. 26,591 (11) *
- ---------------------------------------------------------------------------
James P. Shanahan, Jr. 75,000 *
- ---------------------------------------------------------------------------
Jack E. Thomas, Jr. 1,000 *
- ---------------------------------------------------------------------------
All executive officers and directors
as a group (12 persons) 4,840,993 30.6%
- ---------------------------------------------------------------------------
</TABLE>
* Less than 1%.
(1) The address of each executive officer and Director is c/o LaBarge, Inc.,
9900A Clayton Road, St. Louis, MO 63124.
(2) Includes 1,062,100 shares owned in Pierre L. LaBarge, Jr.'s individual
capacity. The remaining 2,132,130 shares represent shared voting and
shared investment power.
(3) Includes 1,232,025 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 900,105 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 294,640 shares which are held in
accounts of executive officers of the Company and an aggregate of 605,465
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, 1993 and 1995 Incentive Stock Option Plans: J. C.
Kuhn, Jr. - 15,000; Craig E. LaBarge - 130,000; William J. Maender -
40,000; all executive officers and directors as a group - 185,000.
10
<PAGE> 12
(6) Includes 38,756 shares held by seven trusts, one for each of Pierre L.
LaBarge, Jr.'s seven 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 542 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) Includes 623,369 shares owned in Craig E. LaBarge's individual capacity.
(10) Includes 74,185 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.
(13) Includes 1,707 shares held by Thomas L. Hubbard's spouse in her name.
Mr. Hubbard disclaims beneficial ownership of these shares.
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 1997.
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.
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<PAGE> 13
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN*
AMONG LABARGE, INC., THE AMEX MARKET VALUE INDEX AND A PEER GROUP
<TABLE>
<CAPTION>
LB AMEX PEER GROUP
<S> <C> <C> <C>
100 100 100
1993 41 114 119
1994 59 112 127
1995 113 132 178
1997 459 152 232
1997 306 168 201
</TABLE>
* $100 INVESTED ON 6/30/92 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.
PROPOSAL 2: THE AUTHORIZATION AMENDMENT
The Board of Directors of the Company is proposing to amend the Restated
Certificate of Incorporation of the Company to increase the number of
authorized shares of Common Stock from 20,000,000 to 40,000,000, and has
adopted and recommends that the Stockholders approve the following resolution:
RESOLVED, that subject to the approval of the Stockholders of the
Company, Article FOURTH of the Restated Certificate of Incorporation of
the Company is hereby amended in its entirety to read as follows:
"FOURTH: The total number of shares of common stock which
the corporation shall have authority to issue is 40,000,000. The
par value of each of such shares of common stock is $.01. The
total number of shares of preferred stock which the corporation
shall have authority to issue is 2,000,000 shares. The par value
of each such share of preferred stock is $1.00 per share. The
preferred stock may be issued from time to time, in one or more
series, with such designations, preferences and relative,
participating, optional or other rights, qualifications,
limitations or restrictions thereof as shall be stated and
expressed in the resolution or resolutions providing for the issue
of such series adopted by the Board of Directors from time to
time, pursuant to the authority hereby given. A copy of such
resolution or resolutions shall be set forth in a
12
<PAGE> 14
certificate made, executed, acknowledged, filed and recorded in
the manner required by the laws of the State of Delaware in order
to make the same effective. Each series shall consist of such
number of shares as shall be stated and expressed in such
resolution or resolutions providing for the issuance of the stock
of such series. All shares of any one series of preferred stock
shall be alike in every particular."
As of August 29, 1997, there are outstanding 15,658,230 shares of Common
Stock. In addition, the Company's 1987, 1993 and 1995 Incentive Stock Option
Plans (the "Plans") provide for the grant of options to acquire an aggregate of
330,712 shares of Common Stock. As of August 29, 1997, options to acquire an
aggregate of 312,288 shares Common Stock have been granted pursuant to the
Plans. The additional authorized shares that would be available for issuance
if the proposed amendment is approved may be issued for any proper corporate
purpose by the Board of Directors at any time without further corporate
approval (subject, however, to applicable statutes or the rules of the American
Stock Exchange which require Stockholder approval for the issuance of shares in
certain circumstances). The Board of directors believes it is desirable to
give the company this flexibility in considering such matters as stock
dividends, raising additional capital, acquisitions or other corporate
purposes. The authorization of such shares will enable the Company to act
promptly and without additional delay if appropriate circumstances arise which
require the issuance of such shares. Other than commitments under existing
stock plans, the company has no present agreements or commitments to issue any
additional shares. Holders of Common Stock are not entitled to pre-emptive
rights, and to the extent that any additional shares of Common Stock or
securities convertible into Common Stock may be issued on other than a pro-rata
basis to current Stockholders, the present ownership proportion of current
Stockholders may be diluted. Depending upon the circumstances in which
additional shares of Common Stock are issued, the overall effects of such
issuance may be to render more difficult or to discourage a merger, tender
offer, proxy contest or the assumptiion of control by a holder of a large block
of Common Stock and the removal of incumbent management. Management of the
Company is not aware of any possible takeover attempts at this time.
The affirmative vote of the holders of a majority of the outstanding
shares of Common Stock is required to approve the resolution to amend the
Restated Certificate of Incorporation.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE
FOR APPROVAL OF THE AUTHORIZATION AMENDMENT.
PROPOSAL 3: 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 28, 1998 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.
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<PAGE> 15
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 1998.
STOCKHOLDER PROPOSALS
Any stockholder proposal to be presented at the next Annual Meeting, which
is expected to be held in October 1998, must be received by the Company at its
principal office at the address listed on page 2 hereof no later than May 18,
1998.
By Order of the Board of Directors,
WILLIAM J. MAENDER
Vice President - Finance and Secretary
St. Louis, Missouri
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<PAGE> 16
<TABLE>
<CAPTION>
<S><C>
LABARGE, INC.
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS
OCTOBER 21, 1997
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 21,
1997, 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;
1. Election of Directors Class B: R. Hal Dean, J. C. Kuhn, Jr. and Edward J. Nestor, Jr.
/ / FOR all nominees listed / / WITHHOLD AUTHORITY to vote for all nominees listed. / / FOR all nominees EXCEPT
nominees written in space
below
_______________________________________________________________________
2. Proposal to amend the Certificate of Incorporation to increase the number of authorized shares of Common Stock to
40,000,000.
3. Proposal to ratify the selection of KPMG Peat Marwick LLP as Independent Accountants for the fiscal year ending June 28,
1998.
FOR AGAINST ABSTAIN
/ / / / / /
(SEE REVERSE SIDE)
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. UNLESS OTHERWISE INDICATED, THIS PROXY WILL BE VOTED FOR
PROPOSALS 1, 2 AND 3.
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.
DATE:______________________________________________________________
___________________________________________________________________
SIGNATURE(S)
___________________________________________________________________
SIGNATURE(S)
</TABLE>
