BALTEK CORPORATION
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
May 25, 1995
To The Shareholders:
Notice is hereby given that an annual meeting of Shareholders of Baltek
Corporation will be held at the offices of Baltek Corporation, 10 Fairway Court,
Northvale, New Jersey, on May 25, 1995, at 10:00 A.M. (Eastern Daylight Savings
Time):
1. To elect six (6) directors of the Company to hold office for the ensuing
year;
2. To approve the appointment of Deloitte & Touche LLP, Certified Public
Accountants, as the independent auditors of the Company for 1995;
3. To consider and transact such other business as may properly come before
the meeting or any adjournment thereof.
A Proxy Statement relating to such meeting is enclosed herewith. The Annual
Report of the Company for the fiscal year ended December 31, 1994 is also
enclosed. Shareholders of record at the close of business on April 14, 1995 will
be entitled to notice of and to vote at said meeting or any adjournments
thereof.
If you cannot be present at the meeting, will you kindly sign, date and
return the enclosed form of proxy in the envelope provided.
By Order of the Board of Directors
MARGOT W. KOHN
Secretary
Northvale, New Jersey
April 26, 1995
- --------------------------------------------------------------------------------
Please fill in, date, sign and mail promptly the accompanying proxy in the
return envelope furnished for that purpose, whether or not you plan to attend
the meeting.
- --------------------------------------------------------------------------------
<PAGE>
PROXY STATEMENT
BALTEK CORORATION
P.O. Box 195
10 Fairway Court
Northvale, New Jersey 07647
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD MAY 25, 1995
To the Shareholders of Baltek Corporation:
This statement is furnished in connection with the solicitation by the
Board of Directors of proxies to be used at the Annual Meeting of Shareholders
of Baltek Corporation (the "Company") to be held at 10:00 A.M. Eastern Daylight
Savings time on May 25, 1995 at the offices of Baltek Corporation, 10 Fairway
Court, Northvale, New Jersey and at any adjournments thereof. All shareholders
of record at the close of business on April 14, 1995 are entitled to notice of
and to vote at such meeting. Proxy Cards and Proxy Statements are expected to be
mailed to shareholders on or about April 26, 1995. The stock transfer books will
not be closed.
Any proxy, if received in time for voting and not revoked, will be voted at
the meeting in accordance with the directions of the shareholder. Any
shareholder giving a proxy has the power to revoke it in person or by a writing
delivered to the Secretary of the Company at any time before it is exercised.
All expenses incurred in connection with this solicitation will be borne by the
Company.
The Board of Directors does not know of any matters which will be brought
before the meeting other than those specifically set forth in the notice
thereof. However, if any other matter properly comes before the meeting, it is
intended that the persons named in and acting under the enclosed form of proxy,
or their substitutes, will vote on such matters in accordance with their best
judgment.
At the close of business on April 3, 1995, the Company had outstanding
2,523,261 shares of Common Stock. Each share has one vote. Unless the context
otherwise indicates, the term "Company" refers to Baltek Corporation.
<PAGE>
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the ownership
of the Company's common stock at March 17, 1995 by each person known to the
Company to be the beneficial owner at that date of more than 5 percent of the
outstanding common stock of the Company, by each director, and by all directors
and officers of the Company as a group (1):
<TABLE>
<CAPTION>
Name and Address Number of Percent
Beneficial Owner Shares of Class
---------------- --------- --------
<S> <C> <C>
Jacques Kohn 467,087 18.5
10 Fairway Court
Northvale, N.J. 07647
Jean Kohn 467,087 18.5
10 Fairway Court
Northvale, N.J. 07647
Bernard Kohn (a) 337,150 13.4
10 Fairway Court
Northvale, N.J. 07647
New England Companies L.P. 305,500 12.1
Benson J. Zeikowitz 200 *
Theodore Ness 2,750 *
William F. Nicklin 2,000 *
All directors and officers as a 947,924 37.6
group (9 persons including those
named above)
</TABLE>
- --------------
* Less than 1%
(a) The shares owned by Bernard Kohn are held in a voting trust, dated May 25,
1991, of which his brothers, Jacques Kohn and Jean Kohn, are the voting
Trustees.
(1) For purpose of the above table, beneficial ownership has been determined in
accordance with Rule 13d-3 under the Securities Exchange Act. None of the
provisions of that rule have any effect on the beneficial stock ownership of
the Company.
<PAGE>
ELECTION OF DIRECTORS
Six (6) Directors are to be elected to hold office until the next annual
meeting of shareholders and until their successors have been elected and shall
have qualified.
The members of the Board of Directors are elected by a majority of the
shares present or represented at this meeting, and voting on the election of
directors.
Unless otherwise instructed, shares represented by the proxies will be
voted for the election of the nominees listed below, all of whom are members of
the present Board of Directors. All of the members of the Board of Directors
were elected to their present term of office by the vote of the Shareholders at
the annual meeting of the Company on May 26, 1994.
The table below sets forth each nominee for election as a Director (based
on information supplied by them), their name, their age, their principal
occupation or employment during the past five years, and the number of Common
Shares of stock of the Company beneficially owned, directly or indirectly, by
them at the close of business on March 17, 1995.
<PAGE>
INFORMATION CONCERNING NOMINEES
<TABLE>
<CAPTION>
Principal Occupation Shares Beneficially
or Employment by the Has Served Owned Directly
Company unless as Director or Indirectly on
Name otherwise indicated since Age March 17, 1995
- ---- -------------------- ----------- --- -------------------
<S> <C> <C> <C> <C>
Jacques Kohn (c) President 1969(a) 73 467,087
Jean Kohn (c) Executive Vice 1969(a) 70 467,087
President
Benson J. Zeikowitz Treasurer 1969(a) 68 200
Theodore Ness (e) Partner in Law Firm of 1972(a) 78 2,750(b)
Herzfeld & Rubin, P.C.
Margot W. Kohn (c) Secretary 1975 69 -0-(d)
William F. Nicklin (f) Branch Manager, Account 1981 51 2,000
Executive and Managing
Director, Alex Brown & Sons
</TABLE>
- ----------------
(a) Has been a Director of the Company and its predecessors for over 20 years.
(b) Does not include 2,750 shares held by Mr. Ness's wife. Mr. Ness disclaims
any beneficial interest in such shares.
(c) Jacques Kohn and Jean Kohn are brothers. Margot W. Kohn is the wife of
Jacques Kohn.
(d) Margot W. Kohn disclaims any beneficial interest in shares owned by her
husband.
(e) Legal services are provided to the Company by the law firm of Herzfeld &
Rubin, P.C.
(f) Mr. Nicklin is a member of the Board of Directors of Carco Electronics and
Inrad Inc., corporations registered under Section 12 of the Exchange Act.
None of the other nominees are members of the Board of Directors of any
corporations registered under Section 12 of the Exchange Act or subject to
the requirements of Section 15(d) of the Act.
<PAGE>
The Board of Directors has an Audit Committee, the members of which are
William F. Nicklin and Theodore Ness. The functions of the Audit Committee
comprise generally the following: recommend to the Board of Directors the firm
of independent accountants to serve the Company each fiscal year; review the
scope, fees and results of the audit by the independent accountants; and review
the internal accounting control procedures of the Company and compliance with
those procedures and policies. The Audit Committee had one meeting in 1994.
The Board of Directors also has a Compensation Committee, the members of
which are William F. Nicklin and Theodore Ness. The Compensation Committee is to
review periodically, and at least annually, the current compensation of the
officers of the Company, and determine whether an adjustment is to be made in
the amount and kinds of compensation to be paid to each of the officers. In
1994, no significant changes were made in the base compensation of the officers,
except that three (3) Vice Presidents were granted raises in the form of
commissions on certain product sales. The increases amounted to approximately
13% per annum in 1994. The amount of the increases in future years will depend
on the amount of sales subject to commissions. The Compensation Committee had
one meeting in 1994.
The Board of Directors held one meeting in 1994. Jean Kohn, a member of the
Board of Directors, did not attend that meeting. The Company has no Nominating
Committee.
Executive Compensation
The following information is furnished with respect to the President of the
Company, as the Chief Executive Officer (CEO) and the Company's four most highly
compensated officers, other than the CEO (all five are referred to collectively
as the "named executive officers").
<PAGE>
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long Term Compensation
--------------------------------
Annual Compensation Awards Payouts
------------------- --------------------------------
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Securities
Other Restricted Underlying
Name and Annual Stock Options/ LTIP All Other
Principal Position Year Salary Bonus (1) Compensation (3) Award(s) SARs (#) Payout Compensation (2)
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Jacques Kohn 1994 $192,107 $20,430 $14,502 $0 0 $0 $7,529
President & CEO 1993 $192,107 $5,000 $14,502 $0 0 $0 $0
1992 $192,107 $0 $14,502 $0 0 $0 $0
Jean Kohn 1994 $192,107 $20,430 $10,551 $0 0 $0 $13,938
Executive Vice 1993 $184,992 $5,000 $10,551 $0 0 $0 $0
President 1992 $192,107 $0 $10,551 $0 0 $0 $0
Benson J. Zeikowitz 1994 $169,992 $18,078 $9,080 $0 0 $0 $13,938
Treasurer 1993 $169,992 $5,000 $9,080 $0 0 $0 $0
1992 $169,992 $0 $9,080 $0 0 $0 $0
Antoino R. Diaz 1994 $180,912 $19,240 $5,201 $0 0 $0 $13,938
Vice President-Latin 1993 $159,996 $5,000 $5,201 $0 0 $0 $0
American Operations 1992 $166,150 $0 $5,201 $0 0 $0 $0
Margot W. Kohn 1994 $166,150 $17,670 $9,822 $0 0 $0 $6,409
Secretary 1993 $166,150 $5,000 $9,822 $0 0 $0 $0
1992 $166,150 $0 $9,822 $0 0 $0 $0
</TABLE>
- -------------------
(1) The bonuses were paid pursuant to the Company's Officers' Group Bonus Plan,
adopted in 1988. The provisions of the Plan are as follows: (1) the Plan
covers seven officers of the Company including the named executive officers;
(2) the bonus is based on income before taxes (IBT) and before bonus; (3) no
bonus is paid until consolidated IBT is at least 4% of revenues, except that
if the Company is profitable then a minimum bonus of $5,000.00 each is paid;
(4) Group bonus is calculated as follows:
IBT as a % Group bonus as a
of Revenues % of IBT
----------- ----------------
4 to 5.99% 5%
6 to 7.99% 8%
8 and up 10%
(5) the group bonus shall be divided pro-rata based on the current annual
salaries of the officers; and (6) the maximum bonus for each shall not
exceed 30% of annual compensation.
(2) The amounts represent contributions by the Company under the Baltek
Corporation Profit Sharing Plan, a qualified defined contribution plan
covering all salaried employees, to which the Company makes annual
contributions out of its profits. Each contribution is allocated to
participants on the basis of their respective rates of compensation, but
with lesser amounts allocated to compensation that constitutes "wages" for
social security purposes, in accordance with the rules of the Internal
Revenue Code. The Plan provides for vesting of amounts contributed by the
Company over a period of years.
(3) The amounts are premiums paid by the Company on individual life insurance
policies on the lives of 7 officers, including the named executive officers.
Each individual executive owns the policy on his life. This insurance is in
addition to a group-term life insurance policy providing term insurance on
all the salaried employees, with a maximum coverage per employee of $50,000.
(4) The Company has adopted an amendment to the Profit Sharing Plan described in
note (2) providing an election to all the participants, pursuant to Section
401(k) of the Internal Revenue Code, to defer between 2 percent and 10
percent of salary. Amounts deferred are paid over to the Trustee under that
Plan. The amendment does not provide for matching Company contributions. The
amounts of salary listed in column (c) are the salaries of the named
executive officers before any elective deferral under the amendment.
No member of the Board of Directors was compensated for his services on the
Board of Directors, except William F. Nicklin, whose compensation consisted of
an annual fee of $3,000, plus a fee of $350 for each meeting of the Board of
Directors.
BOARD COMPENSATION COMMITTEE REPORT
ON EXECUTIVE COMPENSATION
The Committee's compensation policy is subjective and not subject to
specific criteria. Although 1994 was a year of improved profitability, the
salaries of the executive officers, including the named executive officers were
not significantly increased, except that, as stated above, increases in
commissions payable to three vice-presidents of the Company were authorized.
The policy of the Compensation Committee as to compensation payable to
executive officers is that the executive officers function as an integrated
team, headed by the CEO. They earn bonuses under the Officers' Group Bonus Plan,
depending upon the profitability of the Company's operations. Increases in the
salaries of officers are not based on the profit performance of the Company, but
rather on exceptionally valuable services of particular officers and also on
years of service.
As stated above, the compensation of the CEO was not increased for the year
1994. The compensation received by him for that year is based on services over a
period of more than 50 years for the Company and its predecessors. His work
requires involvement and decision-making in all areas of the Company's balsa and
shrimp business in the United States, Ecuador, and in all other markets where
the Company's products are sold. His compensation for 1994 was well-earned.
COMPENSATION COMMITTEE
Theodore Ness
William F. Nicklin
<PAGE>
PERFORMANCE GRAPH
The following graph compares the cumulative total return on a hypothetical
$100 investment made at the close of business at the end of the years 1989
through 1994 in: (a) the Company's common stock; (b) the NASDAQ Market Value
Index; and (c) the SIC Based Peer Group #2430 Millwork, Veneer, Plywood. The
graph is calculated assuming that all dividends are reinvested during the
relevant periods. The graph shows how a $100 investment would increase or
decrease in value over time, based on dividends (stock or cash) and increases or
decreases in the market price of the stock and in each of the indices.
INDEX OF TOTAL RETURNS:
Baltek Corporation; NASDAQ Market Value Index;
Peer Group #2430 Millwork, Veneer, Plywood
January 1, 1990 - December 31, 1994
[GRAPHIC -- Graph plotted to points listed in chart below]
------------------ FISCAL YEAR ENDING -----------------
<TABLE>
<CAPTION>
COMPANY 1989 1990 1991 1992 1993 1994
- ------- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Baltek CP 100 46.63 60.37 66.12 80.49 74.74
Industry Index 100 94.92 143.32 204.33 236.16 250.82
Broad Market 100 81.12 104.14 105.16 126.14 132.44
</TABLE>
<PAGE>
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
On recommendation of the Audit Committee, the Board of Directors recommends
the appointment of Deloitte & Touche LLP as independent auditors of the Company
for the year ending December 31, 1995.
A representative of Deloitte & Touche LLP will be present at this Annual
Meeting with the opportunity to make a statement and to respond to shareholder
questions.
The Board of Directors considers Deloitte & Touche LLP to be well qualified
to serve as auditors. The Board of Directors recommends a vote "For" the
proposal to ratify the selection of Deloitte & Touche LLP as independent
accountants for the year 1995.
Ratification of the selection of Deloitte & Touche LLP as independent
accountants requires the affirmative vote of a majority of shareholders present
in person or by proxy at this meeting, and voting on this proposal.
SHAREHOLDER PROPOSALS
Any shareholder proposal to be considered by the Company for inclusion in
the 1996 Annual Meeting of Shareholders proxy materials must be received by the
Company not later than January 30, 1996.
OTHER MATTERS
While the Board of Directors does not know of any matters which may be
brought before the meeting, the proxy confers discretionary authority with
respect to the transaction of any other business. It is expected that shares
represented by proxies will be voted in support of the Board of Directors on any
question which may properly be submitted at the meeting.
By Order of the Board of Directors
MARGOT W. KOHN
Secretary
Northvale, New Jersey
April 26, 1995
<PAGE>
PROXY
BALTEK CORPORATION
SOLICITED BY THE BOARD OF DIRECTORS
PROXY for Annual Meeting of Stockholders to be held on May 25, 1995 at 10:00
A.M.Eastern Daylight Savings Time at the offices of Baltek Corporation, 10
Fairway Court, Northvale, New Jersey.
The undersigned hereby appoints Jacques Kohn, Benson J. Zeikowitz and Theodore
Ness, or any one of them, with full power of substitution, as proxies to vote at
the annual meeting of shareholders (including adjournments) of Baltek
Corporation to be convened May 25, 1995. The Board of Directors recommends a
vote FOR:
1. The election as directors of all nominees listed below (except as marked to
the contrary):
Jacques Kohn, Jean Kohn, Benson J. Zeikowitz, Theodore Ness,
Margot W. Kohn, William F. Nicklin
[ ] FOR [ ] WITHHOLD [ ] FOR ALL EXCEPT
INSTRUCTION: To withhold authority to vote for any individual nominee, mark "For
All Except" and write that nominee's name in the space provided below.
________________________________________________________________________________
2. Proposal to approve the selection of Deloitte &Touche LLPas auditors of the
Company.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. In their discretion, upon such matters as may properly come before the
meeting.
<PAGE>
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED UPON THE RESOLUTIONS LISTED
ABOVE IN ACCORDANCE WITH THE INSTRUCTIONS GIVEN BY THE STOCKHOLDER, BUT IF NO
INSTRUCTION IS GIVEN, THIS PROXY WILL BE VOTED FOR THE PROPOSALS, AND OTHERWISE
ACCORDING TO MANAGEMENT RECOMMENDATIONS.
This proxy is to be voted for each proposition unless a contrary vote is
specified. It may be revoked at any time prior to its exercise in person or by a
writing delivered to the Secretary of the Company.
When signing as attorney, executor, administrator, trustee, guardian or
corporate officer, please give your full title as such.
Please be sure to sign and date this Proxy in the box below.
________________________________________
Date
________________________________________________________________________________
Stockholder sign above Co-holder (if any) sign above
Detach above card, sign, date and mail in postage paid envelope provided.
BALTEK CORPORATION
PLEASE DATE AND SIGN THIS PROXY AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING.
