SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for use of
the Commission only (per Rule
14a-6(e)(2))
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-ll(c) or Rule 14a-12
WALKER INTERNATIONAL INDUSTRIES, INC.
(Name of Registrant as Specified In Its Charter)
WALKER INTERNATIONAL INDUSTRIES, INC.
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated, and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-ll(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>
WALKER INTERNATIONAL INDUSTRIES, INC.
4 Ken-Anthony Plaza
Mahopac
, New York 10541
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held June 17, 1998
To the Stockholders of
WALKER INTERNATIONAL INDUSTRIES, INC.:
You are cordially invited to attend the Annual Meeting of Stockholders
(the "Annual Meeting") of Walker International Industries, Inc. (the
"Company"), which will be held at the Company's offices, located at 4
Ken-Anthony Plaza, Mahopac, New York 10541 on June 17, 1998 at 9:00 a.m., New
York time, to consider and act upon the following matters:
1. To elect three (3) Directors of the Company to serve until the
next Annual Meeting of Stockholders and until their successors are
duly elected and qualify.
2. To consider and act upon a proposal to ratify the appointment of
Kofler, Levenstein, Romanotto & Co., P.C., as the independent
public auditors to audit the books of the Company for the fiscal
year ending November 30, 1998.
3. To transact such other business as may properly come before the
Annual Meeting or any adjournment thereof.
Only Stockholders of record at the close of business on May 14, 1998 are
entitled to notice of and to vote at the Annual Meeting or any adjournment
thereof.
By Order of the Board of Directors
Peter Walker, President
Mahopac, New York
May 19, 1998
Whether or not you expect to attend the Annual Meeting in person, please
complete, date and sign the accompanying proxy card, which is being solicited
on behalf of the Board of Directors, and return it in the enclosed postage
prepaid envelope. Your proxy is revocable and will not be used if you are
present and prefer to vote in person or if you revoke the proxy in
writing.
<PAGE>
WALKER INTERNATIONAL INDUSTRIES, INC.
PROXY STATEMENT
For the Annual Meeting of Stockholders
To Be Held June 17, 1998
The Board of Directors of Walker International Industries, Inc., a
Delaware corporation (the "Company"), presents this Proxy Statement and
solicits the proxies of stockholders of the Company ( Stockholders ) for the
Annual Meeting of Stockholders to be held at the offices of the Company, 4
Ken-Anthony Plaza, Mahopac, New York 10541 on June 17, 1998 at 9:00 a.m., New
York time, and at any adjournment or adjournments thereof (the "Annual
Meeting"), for the purposes set forth in the accompanying Notice of Annual
Meeting.
All proxies duly and properly completed, signed and received prior to
the Annual Meeting and not revoked will be voted on all matters presented at
the Annual Meeting in accordance with the instructions given by such proxies.
In the absence of specific instructions, proxies so received will be voted
"FOR" the named nominees for election to the Company's Board of Directors and
"FOR" the ratification of the appointment of Kofler, Levenstein, Romanotto &
Co., P.C. as the Company's independent public auditors. The affirmative vote
by holders of a plurality of the shares of common stock of the Company
( Common Stock ) represented at the Annual Meeting is required for the
election of directors, and the affirmative vote by holders of a majority of
the shares of Common Stock represented at the Annual Meeting is required for
the ratification of Kofler, Levenstein, Romanotto & Co., P.C. as the Company's
independent public auditors.
The Board of Directors does not anticipate that any of its nominees will
be unavailable for election and does not know of any other matter that may be
brought before the Annual Meeting. In the event that any other matter should
come before the Annual Meeting or any nominee is not available for election,
the persons named in the enclosed proxy will have discretionary authority to
vote all proxies not marked to the contrary with respect to such matters in
accordance with their best judgment.
Only Stockholders of record as of the close of business on May 14, 1998,
the record date, will be entitled to receive notice of and to vote at the
Annual Meeting or any adjournment thereof. The total number of shares of
Common Stock, par value $.10 per share (the "Shares") outstanding as of May
14, 1998 was 270,611 Shares.
The proxy may be revoked at any time before being voted either by
delivering to the Company, prior to the Annual Meeting, written notice of
revocation or a duly executed proxy bearing a later date, or by giving notice
of revocation in person at the Annual Meeting. The Company will pay the
entire expense of soliciting these proxies, which solicitation will be by use
of the mails.
A list of Stockholders entitled to vote at the Annual Meeting will be
available at the offices of the Company, 4 Ken-Anthony Plaza, Mahopac, New
York 10541, during business hours, for a period of ten days prior to the
Annual Meeting for examination by any Stockholder. Such list will also be
available during the Annual Meeting.
This Proxy Statement and the accompanying form of proxy, Notice of
Annual Meeting of Stockholders and 1997 Annual Report to Stockholders are
expected to be mailed to Stockholders commencing on or about May 19, 1998.
VOTING SECURITIES
May 14, 1998 has been fixed as the record date for the determination of
Stockholders entitled to notice of and to vote at the Annual Meeting or any
adjournment or adjournments thereof. As of that date, the Company had 270,611
Shares outstanding. The Common Stock is the only class of securities of the
Company entitled to vote, and each share of Common Stock is entitled to one
vote with respect to each matter set forth in the Notice of Meeting.
The following table sets forth, as of the record date, certain
information concerning those persons known to the Company to be the beneficial
owners of more than five percent of the Common Stock, the number of shares of
Common Stock owned by all Directors of the Company (each of whom is a nominee
standing for re-election), individually, and by all Directors and executive
officers of the Company as a group:
Name and Address Amount and Nature of Percent of
of Beneficial Owners Beneficial Ownership(1) Class(2)
Peter Walker(3) 135,877(4) 50.2%
Richard Norris(3) 3,320 1.2%
Charles Snow 2,151 .8%
605 Third Avenue
New York, NY 10158
Peter Walker as Trustee of 86,500(5) 32.0%
The Robert Walker Life
Insurance Trust(3)
All Officers and Directors
as a Group (Three Persons) 141,348(4) 52.2%
_________________________________
(1) Unless otherwise noted, all shares are beneficially owned and the sole
voting and investment power is held by the persons indicated.
(2) Based on 270,611 shares outstanding as of May 14, 1998.
(3) The address of this person is c/o the Company, 4 Ken-Anthony Plaza,
Mahopac, New York 10541.
(4) Includes the following Shares as to which Peter Walker disclaims
beneficial ownership to the extent such shares are held for the benefit of
Richard Walker: (a) 86,500 Shares held in trust for the benefit of Peter
Walker and Richard Walker, equally under the Robert Walker Life Insurance
Trust, as to which Peter Walker serves as trustee; and (b) 16,500 Shares held
in trust for the benefit of Peter Walker, as to which Peter Walker serves as
trustee.
(5) The beneficiaries of the Robert Walker Life Insurance Trust are Peter
Walker and Richard Walker, equally. Peter Walker, as Trustee, has voting
power over said Shares held in trust.
Certain Relationships and Related Transactions
The Company has retained the law firm of Snow Becker Krauss P.C., of
which Charles Snow, a Director of the Company, is a principal.
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table sets forth all compensation awarded to, earned by,
or paid for all services rendered to the Company, a small business issuer,
during the fiscal years ended November 30, 1997, 1996 and 1995, by the
Company's Chief Executive Officer, who was the Company's only executive
officer whose total compensation exceeded $100,000.
Annual Compensation
Name and
Principal Position Year Salary($) Bonus($)
Peter Walker 1997 $110,000 $10,000
Chief Executive 1996 110,000 5,000
Officer and Director 1995 108,000 7,000
Directors Fees
Directors currently receive no cash compensation for serving on the
Board of Directors other than reimbursement of reasonable expenses incurred in
attending meetings.
ACTIONS TO BE TAKEN AT THE ANNUAL MEETING
PROPOSAL 1 ELECTION OF DIRECTORS
A Board of three Directors of the Company is to be elected at the
Annual Meeting by the Stockholders of the Company, each Director to serve,
subject to the provisions of the Company's By-laws, for a term of one year or
until their respective successors are duly elected and qualify.
All nominees named below are presently members of the Company's Board
of Directors. In the event any one or more of the following nominees is
unable to serve, it is the intention of the persons named in the proxy to vote
for the election of substitutes proposed by the Board of Directors or, if no
substitute is proposed, for the remaining nominees. The Board of Directors
has no reason to believe that any of the nominees will be unable to serve.
The shares represented by proxies solicited hereunder will be voted
"FOR" the election of the nominees named below, except to the extent that such
proxies are marked to indicate that authorization to do so is withheld.
The following table sets forth information as to each nominee for
election as a Director of the Company.
Positions and Offices Has Served as Director
Name Age With Registrant Continuously Since
Peter Walker 51 President, CEO and Chairman 1973
Richard Norris
51 Vice-President, Secretary, 1981
Treasurer and a Director
Charles Snow 66 Director 1976
Business Experience
Peter Walker, President, Chief Executive Officer and Chairman, assumed
his position as President in 1984 and as Chairman in 1987. Prior to 1984 and
beginning in 1977, Mr. Walker was Executive Vice-President, Secretary and a
Director of the Company. Previously, Mr. Walker was Vice-President of the
Company. Mr. Walker is responsible for acquisitions and operations. For more
than five years previously, Mr. Walker had principal duties in retail sales
management.
Richard Norris has been a Vice-President of the Company since 1983,
Treasurer of the Company since 1977 and Secretary since 1984. Prior thereto
he was employed in the Company's financial department for more than 5 years as
Assistant Treasurer, Controller and Assistant Controller.
Charles Snow, a principal of the law firm of Snow Becker Krauss P.C.,
general counsel to the Company, has been engaged in the practice of law for
more than 30 years.
Each nominee has advised Management that he can and will serve as a
Director of the Company in the event he is so elected.
Certain Information Concerning the Board of Directors
During the fiscal year ended November 30, 1997, the Board of Directors
held one (1) meeting. Each Director of the Company attended each such
meeting. With the exception of the Company's Stock Option Committee, the
Company has no standing committees of the Board of Directors or any other
committees performing similar functions. The Company's Stock Option Committee
is comprised of Messrs. Peter Walker and Richard Norris and was organized for
the principal purposes of administering and granting options under the
Company's 1987 Incentive Stock Option Plan. The Stock Option Committee held
no meetings during the fiscal year ended November 30, 1997.
The Board of Directors recommends a
vote "FOR" all the nominees listed in the foregoing Proposal 1
PROPOSAL 2 AUDITORS
The firm of Kofler, Levenstein, Romanotto & Co., P.C. has been
appointed by the Board of Directors as auditors for the fiscal year ending
November 30, 1998. No partner of Kofler, Levenstein, Romanotto & Co., P.C.
has any direct or indirect financial interest in the Company or its
subsidiaries. It is not expected that a representative of Kofler, Levenstein,
Romanotto & Co., P.C. will attend the Annual Meeting.
The Board of Directors recommends a vote "FOR" ratification of the appointment
of Kofler, Levenstein, Romanotto & Co., P.C. as auditors for the fiscal year
ending November 30, 1998.
OTHER MATTERS
The Board of Directors is not aware of any business to be presented at
the Annual Meeting except the matters set forth in the Notice and described in
this Proxy Statement. Unless otherwise directed, all shares represented by
Board of Directors' Proxies will be voted in favor of the proposals of the
Board of Directors described in this Proxy Statement. If any other matters
come before the Annual Meeting, the persons named in the accompanying proxy
will vote on those matters according to their best judgment.
STOCKHOLDER PROPOSALS
No person who intends to present a proposal for action at a
forthcoming Stockholders' meeting of the Company may seek to have the proposal
included in the proxy statement or form of proxy for such meeting unless that
person (a) is a record beneficial owner of at least 1% or $1,000 in market
value of shares of Common Stock, has held such shares for at least one year at
the time the proposal is submitted, and such person shall continue to own such
shares through the date on which the meeting is held, (b) provides the Company
in writing with his name, address, the number of shares held by him and the
dates upon which he acquired such shares with documentary support for a claim
of beneficial ownership, (c) notifies the Company of his intention to appear
personally at the meeting or by a qualified representative under Delaware law
to present his proposal for action, and (d) submits his proposal timely. A
proposal to be included in the proxy statement or form of proxy for the
Company's next annual meeting of stockholders will be submitted timely only if
the proposal has been received at the Company's principal executive office no
later than February 1, 1999. If the date of such meeting is changed by more
than 30 calendar days from the date such meeting is scheduled to be held under
the Company's By-Laws, or if the proposal is to be presented at any meeting
other than the next annual meeting of stockholders, the proposal must be
received at the Company's principal executive office at a reasonable time
before the solicitation of proxies for such meeting is made.
Even if the foregoing requirements are satisfied, a person may submit
only one proposal with a supporting statement of not more than 500 words, if
the latter is requested by the proponent for inclusion in the proxy materials,
and under certain circumstances enumerated in the Securities and Exchange
Commission's rules relating to the solicitation of proxies, the Company may be
entitled to omit the proposal and any statement in support thereof from its
proxy statement and form of proxy.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's Officers, Directors and persons who own more than ten percent of a
registered class of the Company's equity securities to file reports of
ownership and changes in ownership with the Securities and Exchange
Commission. These reporting persons are required by regulation to furnish the
Company with copies of all Section 16(a) forms they file. Based solely on the
Company's review of copies of such forms received or written representations
from certain reporting persons that no Form 5's were required for those
persons, the Company believes that, during the time period from December 1,
1996 through November 30, 1997, all filing requirements applicable to its
officers, directors and greater then ten percent beneficial owners were
complied with.
AVAILABLE INFORMATION
Copies of the Company's Annual Report on Form 10-KSB for the fiscal
year ended November 30, 1997 as filed with the Securities and Exchange
Commission, including the financial statements, can be obtained without charge
by stockholders (including beneficial owners of the Common Stock) upon written
request to Richard Norris, the Company's Secretary, Walker International
Industries, Inc., 4 Ken-Anthony Plaza, Mahopac, New York 10541. The Company's
EDGAR filings, including exhibits, can be obtained from the Commission s World
Wide Web site: www.sec.gov.
EXPENSES
The entire cost of preparing, assembling, printing and mailing this
Proxy Statement, the enclosed form of proxy and other materials, and the cost
of soliciting proxies with respect to the Annual Meeting, will be borne by the
Company. The Company will request banks and brokers to solicit their
customers who beneficially own shares listed of record in names and nominees,
and will reimburse those banks and brokers for their reasonable out-of-pocket
expenses of such solicitations. The original solicitation of proxies by mail
may be supplemented by telephone and telegram by officers and other regular
employees of the Company, but no additional compensation will be paid to such
individuals.
By Order of the Board of Directors
Mahopac, New York
May 19, 1998 Peter Walker, President
PROXY
WALKER INTERNATIONAL INDUSTRIES, INC.
The undersigned stockholder of Walker International Industries, Inc.,
a Delaware corporation, hereby appoints Peter Walker and Richard Norris, and
each of them (with full power of substitution), proxies and attorneys-in-fact
of the undersigned to represent the undersigned at the Annual Meeting of
Stockholders of Walker International Industries, Inc., to be held on June 17,
1998 at 9:00 a.m., local time, at the Company's offices at 4 Ken-Anthony
Plaza, Mahopac, New York, and any adjournment or adjournments thereof, and to
vote all shares of Common Stock that the undersigned would be entitled to vote
if then and there personally present, on the matters set forth in this proxy
card.
1. ELECTION OF DIRECTORS, as provided in the Company's Proxy Statement:
[ ] FOR all nominees listed below
[ ] WITHHOLD AUTHORITY to vote for all nominees listed below
(Instructions: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
STRIKE A LINE THROUGH OR OTHERWISE STRIKE OUT HIS NAME BELOW)
Peter Walker / Richard Norris / Charles Snow
2. The ratification of the appointment of Kofler, Levenstein, Romanotto &
Co., P.C. as the independent public accountants for the Company for
the fiscal year ending November 30, 1998.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
The undersigned hereby revokes any other proxy to vote at such Annual
Meeting and hereby ratifies and confirms all that said attorneys and proxies,
and each of them, may lawfully do by virtue hereof. With respect to matters
not known at the time of the solicitation hereof, said proxies are authorized
to vote in accordance with their best judgment.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED, OR, IF
NO CONTRARY DIRECTION IS INDICATED, WILL BE VOTED FOR THE ELECTION OF THE
NOMINATED DIRECTORS, FOR THE RATIFICATION OF THE APPOINTMENT OF KOFLER,
LEVENSTEIN, ROMANOTTO & CO., P.C., AS INDEPENDENT PUBLIC ACCOUNTANTS, AND AS
SAID PROXIES SHALL DEEM ADVISABLE ON SUCH OTHER BUSINESS AS MAY COME BEFORE
THE MEETING. EACH MATTER ABOVE WAS PROPOSED BY THE BOARD OF DIRECTORS.
The undersigned acknowledges receipt of a copy of the Notice of Annual
Meeting and accompanying Proxy Statement dated May 19, 1998, relating to the
Annual Meeting, and of the Company's 1997 Annual Report to Stockholders.
Please mark, sign, date and return the Proxy Card promptly using the
enclosed envelope.
_____________________________
_____________________________
Signature(s) of Stockholder(s)
The signature(s) hereon should correspond exactly with the name(s) of
the Stockholder(s) appearing on the Stock Certificate. If stock is jointly
held, all joint owners should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. If signer
is a corporation, please sign the full corporate name, and give title of
signing officer.
Date:________, 1998
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF
WALKER INTERNATIONAL INDUSTRIES, INC.
