SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
[ X ] Filed by the registrant
[ ] Filed by a party other than the registrant
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12
BALTEK CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
<PAGE>
BALTEK CORPORATION
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
May 25, 2000
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, 2000, at 10:00 A.M. (Eastern Daylight Savings
Time):
1. To elect seven (7) 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 2000; and
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, 1999 is also
enclosed. Shareholders of record at the close of business on April 14, 2000 will
be entitled to notice of and to vote at said meeting or any adjournments
thereof.
It is important that your shares be represented and voted at the Annual
Meeting, regardless of whether or not you plan to attend in person. You are
therefore urged to sign, date and return the enclosed proxy card in the envelope
provided.
By Order of the Board of Directors
/s/ Margot W. Kohn
--------------------
MARGOT W. KOHN Secretary
Northvale, New Jersey
May 3, 2000
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 CORPORATION
P.O. Box 195
10 Fairway Court
Northvale, New Jersey 07647
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD MAY 25, 2000
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
Time on May 25, 2000 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, 2000 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 May 3, 2000. The stock transfer books will
not be closed. The holders of a majority of the shares entitled to vote at the
meeting must be present in person or represented by proxy in order to constitute
a quorum for all matters to come before the meeting.
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 14, 2000, 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.
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 April 14, 2000 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):
Name and Address of Number of Percent
Beneficial Owner Shares of Class
- ---------------- ------ --------
Jacques Kohn (a)
10 Fairway Court
Northvale, N.J. 07647 804,237 31.9
1
<PAGE>
Name and Address of Number of Percent
Beneficial Owner Shares of Class
- ---------------- ------ --------
Jean Kohn (a)
10 Fairway Court
Northvale, N.J. 07647 804,237 31.9
Bernard Kohn (a) 337,150 13.4
10 Fairway Court
Northvale, N.J. 07647
Henri-Armand Kohn 11,963 *
Reich & Tang Asset Management L.P. (b) 305,500 12.1
Benson J. Zeikowitz 200 *
Bernard J. Wald -0- *
William F. Nicklin 29,000 1.1
Margot W. Kohn (c) -0- *
All directors and officers as a group (10
persons including those named above) 1,312,487 52.0
- -------------------------
* 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. Accordingly, such shares are deemed to be beneficially owned by
Jacques Kohn and Jean Kohn as well.
(b) Successor to New England Investment Companies L.P. as the owner of the
shares listed.
(c) Margot W. Kohn disclaims any beneficial interest in shares owned by her
husband, Jacques Kohn.
(1) For purpose of the above table, beneficial ownership has been determined in
accordance with Rule 13d_3 under the Securities Exchange Act of 1934. Other
than with respect to officers and directors of the Company, the information
in this table is based solely upon the information contained in the Form
13G filed by the named entity with the Securities and Exchange Commission.
ELECTION OF DIRECTORS
Seven (7) 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 plurality of the
shares present or represented at this meeting and voting on the election of
directors.
<PAGE>
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 27, 1999.
2
<PAGE>
The table below sets forth each nominee for election as a Director (based
on information supplied by them), their name, their age and their principal
occupation or employment during the past five years.
INFORMATION CONCERNING NOMINEES
Principal Occupation
or Employment by the Has Served
Company unless as Director
Name otherwise indicated since Age
- ---- ------------------- ----- ---
Jacques Kohn (b) President 1969 (a) 78
Jean Kohn (b) Executive Vice President 1969 (a) 75
Henri-Armand Kohn (b) Executive Vice President 1997 51
Benson J. Zeikowitz (c) Management Consultant 1969 (a) 73
Bernard J. Wald (d) Partner in Law Firm of 1998 67
Herzfeld & Rubin, P.C.
Margot W. Kohn (b) Secretary 1975 74
William F. Nicklin (e) Branch Manager, Account 1981 56
Executive and Managing
Director, BT Alex. Brown (a
securities broker dealer)
- -------------------------
(a) Has been a Director of the Company and its predecessors for over 20 years.
(b) Jacques Kohn and Jean Kohn are brothers. Henri-Armand Kohn is the son of
Jean Kohn. Margot W. Kohn is the wife of Jacques Kohn.
(c) For over 20 years, up until January 1, 1998, Benson Zeikowitz served as
Treasurer of the Company.
(d) Legal services are provided to the Company by the law firm of Herzfeld &
Rubin, P.C.
(e) Mr. Nicklin is a member of the Board of Directors of Carco Electronics, a
corporation 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 Securities Exchange Act of 1934 or
subject to the requirements of Section 15(d) of such Act.
The Board of Directors has an Audit Committee, the current members of which
are William F. Nicklin and Bernard J. Wald. 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 1999.
The Board of Directors also has a Compensation Committee, the current
members of which are William F. Nicklin and Bernard J. Wald. The Compensation
Committee is to review periodically, and at least annually, the current
compensation
3
<PAGE>
of the officers of the Company and to determine whether an adjustment is to be
made in the amount and kinds of compensation to be paid to each of the officers.
In 1999, increases were made in the base compensation of the officers. The
Compensation Committee had two meetings in 1999.
The Board of Directors held four meetings in 1999. Jean Kohn did not attend
three of those meetings, Henri-Armand Kohn did not attend two of those meetings
and Margot W. Kohn and Benson J. Zeikowitz did not attend one of those meetings.
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").
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Long Term Compensation
----------------------------- -----------
Annual Compensation Awards Payouts
------------------------------------------
(a) (b) (c) (d) (e) (f) (g) (h) (i)
------------- --------------- -----------
Other Securities
Annual Restricted Underlying All other
Name and Compen- Stock Options/ LTIP Compen-
Principal Position Year Salary Bonus(1) sation(3) Award(s) SARS(#) Payout sation (2)
- ------------------- ---- ------ -------- ------ ------------- --------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Jacques Kohn 1999 $223,652 $33,548 $14,502 $0 0 $0 $12,753
President & CEO 1998 $192,107 $57,632 $14,502 $0 0 $0 $14,166
1997 $192,107 $25,352 $14,502 $0 0 $0 $13,755
Jean Kohn 1999 $223,652 $33,548 $10,551 $0 0 $0 $12,753
Executive Vice 1998 $192,107 $57,632 $10,551 $0 0 $0 $14,166
President 1997 $184,922 $24,413 $10,551 $0 0 $0 $13,755
Antonio R. Diaz 1999 $204,965 $30,745 $5,328 $0 0 $0 $12,753
Vice President-Latin 1998 $195,054 $58,616 $5,328 $0 0 $0 $14,166
American Operation 1997 $193,319 $25,512 $5,328 $0 0 $0 $13,755
Thomas Preisel
Vice President 1999 $210,082 $31,512 $2,099 $0 0 $0 $12,753
Operations & Sales/ 1998 $208,280 $62,484 $2,099 $0 0 $0 $14,166
Marketing 1997 $186,694 $24,638 $2,099 $0 0 $0 $13,755
Henri-Armand Kohn 1999 $258,295 $38,744 $6,123 $0 0 $0 $12,753
Executive Vice President 1998 $218,400 $65,520 $4,495 $0 0 $0 $14,166
1997 $197,901 $26,117 $3,207 $0 0 $0 $13,755
</TABLE>
4
<PAGE>
(1) The 1999 bonus was based on the Annual Incentive Plan adopted on January
1, 1999. The plan provides for an annual incentive payment (bonus) based
on the Company's actual performance against two targets: IBT (income
before tax) and revenues. The annual targets are set and approved by the
Board. A threshold level of performance is set. For the plan to fund,
actual IBT must be at least 90% of target. If the threshold is met, the
payout is 50% of the target incentive; if the target is achieved the
payout is 100%; and if performance is exceptional, meaning actual
performance is 130% of the target or higher, the payout can be 200% of the
target incentive. Performance between these points will result in
incentive payments calculated on a pro rata basis. The individual target
incentives are set as a percentage of each person's salary, but can also
be modified based upon individual performance goals set by the Board. The
Board determines eligibility for the plan.
(2) The amounts represent contributions by the Company under the Baltek
Corporation Profit Sharing Plan, a qualified 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 seven 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 a non-qualified deferred compensation plan
providing an election to all the participants to defer between 1 percent
and 100 percent of salary. This plan is in addition to the deferred
compensation plan the Company previously adopted under Section 401(k) of
the Internal Revenue Code (the "401(k) Plan"), pursuant to which
participants may elect to defer between 1 and 15 percent of salary.
Amounts deferred under the 401(k) Plan are paid over to the Plan Trustee.
These plans do 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 these plans.
Members of the Board of Directors are not compensated for services on the
Board of Directors, except for William F. Nicklin and Benson J. Zeikowitz, who
are compensated $3,000 per annum plus a fee of $350 for each meeting of the
Board of Directors.
5
<PAGE>
BOARD COMPENSATION COMMITTEE REPORT
ON EXECUTIVE COMPENSATION
The Committee's compensation policy is subjective and not subject to
specific criteria. The salaries of executive officers were increased in 1999,
and the Company also adopted the new Annual Incentive Plan in 1999.
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 Annual Incentive Plan,
depending primarily 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.
The base compensation of the CEO was increased by approximately 17% for
the year 1999. This is the first increase for the CEO in approximately 5 years.
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 core
material and seafood businesses in the United States, Ecuador, and in all other
markets where the Company's products are sold. His compensation for 1999 was
well-earned.
COMPENSATION COMMITTEE
Bernard J. Wald
William F. Nicklin
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 1994
through 1999 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 each of the indices.
6
<PAGE>
INDEX OF TOTAL RETURNS:
Baltek Corporation; NASDAQ Market Value Index;
Peer Group #2430 Millwork, Veneer, Plywood
January 1, 1995 - December 31, 1999
[GRAPH - DATA POINTS FOR GRAPH LISTED BELOW]
COMPARISON OF CUMULATIVE TOTAL RETURN OF ONE OR MORE
COMPANIES, PEER GROUPS, INDUSTRY INDEXES AND/OR BROAD MARKETS
<TABLE>
<CAPTION>
FISCAL YEAR ENDING
- ----------------------------------------------------------------------------------------------------------------
COMPANY/INDEX/MARKET 12/30/1994 12/29/1995 12/31/1996 12/31/1997 12/31/1998 12/31/1999
<S> <C> <C> <C> <C> <C> <C>
Baltek Corp 100.00 130.77 111.54 142.31 151.92 115.38
Millwork & Structural Members 100.00 99.73 119.75 147.14 136.47 184.88
NASDAQ MARKET INDEX 100.00 129.71 161.18 197.16 278.08 490.46
</TABLE>
7
<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, 2000.
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 2000.
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.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
To the best of the Company's knowledge, all forms that were required to be
filed with the Securities and Exchange Commission during 1999 under Section 16
(a) of the Securities and Exchange Act of 1934 by any of the Company's directors
or officers were filed in a timely fashion.
SHAREHOLDER PROPOSALS
Any shareholder proposal to be considered by the Company for inclusion in
the 2001 Annual Meeting of Shareholders proxy materials must be received by the
Company not later than December 24, 2000.
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
/s/MARGOT W. KOHN
-----------------
MARGOT W. KOHN
Secretary
Northvale, New Jersey
May 3, 2000
8
<PAGE>
BALTEK CORPORATION
[ X ] PLEASE MARK VOTES
AS IN THIS EXAMPLE
SOLICITED BY THE BOARD OF DIRECTORS
PROXY for Annual Meeting of Shareholders to be held on
May 25, 2000 at 10:00 A.M. Eastern Daylight Time at the offices of Baltek
Corporation, 10 Fairway Court, Northvale, New Jersey. The undersigned hereby
appoints Jacques Kohn, Benson J. Zeikowitz and Bernard J. Wald, 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, 2000.
1. For all directors/nominees listed (except any nominee whose name is
written in by shareholder) Nominees: Jacques Kohn, Jean Kohn, Henri-Armand Kohn,
Benson J. Zeikowitz, Bernard J. Wald, Margot W. Kohn, William F. Nicklin
With- For All
For hold Except
[ ] [ ] [ ]
INSTRUCTIONS: To withhold authority to vote for any individual nominee, mark
"For All Except" and write that nominee's name in the space provided below.
- --------------------------------------------------------------------------------
For Against Abstain
[ ] [ ] [ ]
2. Proposal to approve the selection of Deloitte & Touche LLP as auditors of
the Company.
3. In their discretion, upon such matters as may properly come before the
meeting. The Board of Directors recommends a vote for Proposals 1 and 2.
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
BALTEK CORPORATION
Northvale, NJ 07647
PLEASE DATE AND SIGN THIS PROXY AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING.
