SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Soliciting Material Under Rule
[_] Confidential, For Use of the 14a-12
Commission Only (as permitted
by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
BALTEK CORPORATION
--------------------------------------------------------------------------------
(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):
[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
0-11(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:
________________________________________________________________________________
BALTEK CORPORATION
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
May 24, 2001
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 24, 2001, at 10:00 A.M. (Eastern Daylight 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 2001; 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, 2000 is also
enclosed. Shareholders of record at the close of business on April 13, 2001 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 1, 2001
--------------------------------------------------------------------------------
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.
--------------------------------------------------------------------------------
PROXY STATEMENT
BALTEK CORPORATION
P.O. Box 195
10 Fairway Court
Northvale, New Jersey 07647
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD MAY 24, 2001
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 24, 2001 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 13, 2001 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, 2001. 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 13, 2001, the Company had outstanding
2,456,822 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 13, 2001 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):
1
Name and Address Number Percent
of Beneficial Owner of Shares of Class
------------------- --------- --------
Jacques Kohn (a) 1,204,885 49.0
10 Fairway Court
Northvale, N.J. 07647
Jean Kohn (a) 1,204,885 49.0
10 Fairway Court
Northvale, N.J. 07647
Bernard Kohn (a) 1,204,885 49.0
10 Fairway Court
Northvale, N.J. 07647
Henri-Armand Kohn 11,963 *
Reich & Tang Asset Management L.P. (b) 305,500 12.4
Benson J. Zeikowitz 200 *
Bernard J. Wald -0- *
William F. Nicklin 37,000 1.5
Margot W. Kohn (c) -0- *
All directors and officers as a group (10 1,254,048 51.0
persons including those named above)
------------
* Less than 1%
(a) The shares owned by Jacques, Jean and Bernard Kohn are subject to a voting
agreement, dated March 5, 2001, pursuant to which such persons have agreed
to vote their shares on all matters in accordance with a majority vote of
the three individuals. In addition, Jacques and Jean Kohn have agreed that
if they propose to sell any of their shares to a third party, Bernard Kohn
may elect to participate in such sale on a pro rata basis. Further, Bernard
Kohn has agreed to sell the 265,755 shares owned of record by him to the
Company at the market price in four equal annual installments on January 1,
2002 and the first three anniversaries thereof.
(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
2
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.
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 25, 2000.
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) 79
Jean Kohn (b) Executive Vice President 1969 (a) 76
Henri-Armand Kohn (b) Executive Vice President 1997 52
Benson J. Zeikowitz (c) Management Consultant 1969 (a) 74
Bernard J. Wald (d) Member of Law Firm of Herzfeld 1998 68
& Rubin, P.C.
Margot W. Kohn (b) Secretary 1975 (a) 75
William F. Nicklin (e) Senior Vice President - 1981 57
Investments, Paine Webber
Incorporated (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.
3
(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. A copy of the Audit Committee charter is annexed
hereto as Appendix A. The Audit Committee had four meetings in 2000.
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 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 2000, increases were made in the base compensation of
the officers. The Compensation Committee had two meetings in 2000.
The Board of Directors held two meetings in 2000. Jean Kohn and
Henri-Armand Kohn did not attend either of those meetings and Benson J.
Zeikowitz did not attend one of those meetings. The Company has no Nominating
Committee.
Audit Committee Report
The Company's Audit Committee consists entirely of directors who meet the
independence and financial experience requirements of NASDAQ.
In fulfilling its responsibilities under its charter during 2000, the
Committee reviewed and discussed the Company's audited financial statements with
management, which has primary responsibility for the financial statements, and
the Company's independent auditors, Deloitte & Touche LLP, the member firms of
Deloitte Touche Tohmatsu, and their respective affiliates (collectively,
"Deloitte"), who are responsible for expressing an opinion on the conformity of
the financial statements with accounting principles generally accepted in the
United States of America.
The Committee reviewed with the Company's independent auditors the overall
scope and plans for their audit for 2000. The Committee also reviewed all fees
paid to the independent auditors; these fees are described at the end of this
report.
The Committee also discussed with the independent auditors other matters
required to be discussed with the Committee under auditing standards generally
accepted in the United States of America.
4
The Committee reviewed Deloitte's independence and, as part of that review,
received the written disclosures and letter required by the Independence
Standards Board, and considered whether Deloitte's provision of non-audit
services to the Company was compatible with the auditor's independence.
In reliance on the reviews and discussions referred to above, the Committee
recommended to the Board of Directors, and the Board has approved, that the
audited financial statements be included in the Annual Report on Form 10-K for
the fiscal year ended December 31, 2000, for filing with the U.S. Securities and
Exchange Commission. The Committee and the Board have also recommended to
shareholders the election of Deloitte as the Company's independent auditors for
2001.
Principal Accounting Firm Fees
Aggregate fees billed to the Company for the fiscal year ended December
31, 2000 by Deloitte:
Audit Fees $ 186,000
Financial Information Systems None
Design and Implementation Fees
All Other Fees $ 189,000 (a)(b)
(a) Includes fees for tax consulting and other non-audit services.
(b) The Audit Committee has considered whether the provision of these services
is compatible with maintaining the principal accountant's independence.
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").
5
SUMMARY COMPENSATION TABLE
Annual Compensation Long Term Compensation
--------------------------------- ----------------------------------
Awards Payouts
----------------------- -------
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Other Securities
Annual Restricted Underlying All Other
Name and Principal Compen- Stock Options/ LTIP Compen-
Position Year Salary(1) Bonus(2) sation(3) Award(s) SARS(#) Payout sation(4)
------------------ ---- --------- ----- --------- -------- ------- ------ ---------
Jacques Kohn 2000 $236,763 $31,875 $14,502 $0 0 $0 $14,028
President & CEO 1999 $223,652 $33,548 $14,502 $0 0 $0 $12,753
1998 $192,107 $57,632 $14,502 $0 0 $0 $14,166
Jean Kohn 2000 $236,763 $31,875 $10,551 $0 0 $0 $14,028
Executive Vice 1999 $223,652 $33,548 $10,551 $0 0 $0 $12,753
President 1998 $192,107 $57,632 $10,551 $0 0 $0 $14,166
Antonio R. Diaz 2000 $212,917 $29,200 $5,328 $0 0 $0 $14,028
Vice President-Latin 1999 $204,965 $30,745 $5,328 $0 0 $0 $12,753
American Operations 1998 $195,054 $58,616 $5,328 $0 0 $0 $14,166
Thomas Preisel 2000 $213,750 $29,950 $2,099 $0 0 $0 $14,028
Senior Vice President 1999 $210,082 $31,512 $2,099 $0 0 $0 $12,753
and Chief Operating 1998 $208,280 $62,484 $2,099 $0 0 $0 $14,166
Officer
Henri-Armand Kohn 2000 $287,575 $36,800 $6,123 $0 0 $0 $14,028
Executive Vice 1999 $258,295 $38,744 $6,123 $0 0 $0 $12,753
President 1998 $218,400 $65,520 $4,495 $0 0 $0 $14,166
(1) 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.
(2) The 2000 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.
(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.
6
(4) 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.
Employment Agreements
The Company has entered into an employment agreement with Thomas Preisel
dated as of June 1, 2000 pursuant to which Mr. Preisel is serving as the
Company's Senior Vice-President and Chief Operating Officer. The agreement
provides that it shall continue until terminated by either party upon not less
than twenty-four months written notice to the other party. Under the agreement,
Mr. Preisel's base salary is $215,000, subject to increase by the Board of
Directors in its sole discretion. The agreement provides that Mr. Preisel shall
participate in any pension, profit-sharing, stock option or similar plan of the
Company, as well as all Company benefit plans, in each case if available to
employees or executives of the Company generally. Pursuant to the agreement, the
Company also provides Mr. Preisel with a suitable automobile and related
insurance. Mr. Preisel has agreed to maintain the confidentiality of information
concerning the Company and has agreed not to solicit customers or otherwise
disrupt the business of the Company for a two-year period following termination
of the agreement.
The Company also entered into an employment and consultation agreement with
Antonio Diaz dated as of June 1, 2000. The Agreement provides that Mr. Diaz
shall serve as the Company's Vice President - Latin American Operations through
December 31, 2001 and as a consultant to the Company for two years thereafter.
Mr. Diaz's salary is set at $215,000 per year through December 31, 2001 and
$9,500 per month during the subsequent consultation period. The Company has also
agreed to forgive, at December 31, 2001, $25,000 of indebtness owed to the
Company by Mr. Diaz. The agreement provides for Mr. Diaz's participation through
December 31, 2001 in pension, profit-sharing, stock option and similar plans and
in benefit plans of the Company available to employees or executives generally.
While he is a consultant to the Company, he will be eligible to participate in
the Company's health benefit plan. During both the employment and consultation
periods, Mr. Diaz will get the use of a suitable automobile, along with related
insurance. Mr. Diaz has agreed to maintain the confidentiality of Company
information and has agreed not to solicit customers or otherwise disrupt the
business of the Company for a two-year period following termination of the
agreement.
Compensation of Directors
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.
7
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 2000.
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 6% for the
year 2000. 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, Europe, Ecuador and in
all other markets where the Company's products are sold. His compensation for
2000 was well-earned.
COMPENSATION COMMITTEE
Bernard J. Wald
William F. Nicklin
8
PERFORMANCE GRAPH
The following graph compares the cumulative total return on a hypothetical
$1.00 investment made at the close business at the end of the years 1995 through
2000 in: (a) the Company's common stock; (b) the NASDAQ 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.
INDEX OF TOTAL RETURNS:
Baltek Corporation; NASDAQ Market Value Index;
Peer Group #2430 Millwork, Veneer, Plywood
January 1, 1996 - December 31, 2000
COMPARE CUMULATIVE TOTAL RETURN
AMONG BALTEK CORPORATION,
NASDAQ MARKET INDEX AND SIC CODE INDEX
[Performance Graph Appears Here]
COMPARISON OF CUMULATIVE TOTAL RETURN OF ONE OR MORE
COMPANIES, PEER GROUPS, INDUSTRY INDEXES AND/OR BROAD MARKETS
-----------------------------------FISCAL YEAR ENDING-------------------------------------
COMPANY/INDEX/MARKET 12/29/1995 12/31/1996 12/31/1997 12/31/1998 12/31/1999 12/31/2000
Baltek Corp. 100.00 85.29 108.82 116.18 88.24 79.60
Millwork & Structural Members 100.00 120.08 147.53 136.83 185.38 136.23
NASDAQ Market Index 100.00 124.27 152.00 214.39 378.12 237.66
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, 2001.
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 2001.
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 2000 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 2002 Annual Meeting of Shareholders proxy materials must be received by the
Company not later than December 23, 2001.
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 1, 2001
10
APPENDIX A
----------
AUDIT COMMITTEE CHARTER
Organization
There shall be a committee of the board of directors of Baltek Corporation (the
"Company") to be known as the audit committee. The audit committee shall be
composed of at least three directors who are independent of the management of
the corporation and are free of any relationship that, in the opinion of the
board of directors, would interfere with their exercise of independent judgment
as a committee member.
Statement of Policy
The audit committee shall provide assistance to the corporate directors in
fulfilling their responsibility to the shareholders, potential shareholders and
the investment community relating to corporate accounting, reporting practices
of the Company, and the quality and integrity of the financial reports of the
Company. In so doing, it is the responsibility of the audit committee to
maintain free and open means of communication among the directors, the
independent auditors and the financial management of the Company.
Responsibilities
In carrying out its responsibilities, the audit committee believes its policies
and procedures should remain flexible, in order to react best to changing
conditions and to ensure to the directors and shareholders that the corporate
accounting and reporting practices of the Company are in accordance with all
requirements and are of the highest quality.
In carrying out these responsibilities, the audit committee will:
1. Provide an open avenue of communication between the independent auditors
and the board of directors.
2. Review and update the committee's charter annually.
3. Recommend to the board of directors the independent auditors to be
nominated, approve the fees of the independent auditors and review and
approve the discharge of the independent auditors.
4. Confirm and assure the independence of the independent auditors, including
a review of management consulting services and related fees provided by the
independent auditors.
5. Consider with management and the independent auditors the rationale for
employing audit firms other than the principal independent auditors.
6. Inquire of management and the independent auditors about significant risks
or exposures and assess the steps management has taken to minimize such
risk to the Company.
7. Meet with the independent auditors and financial management of the Company
to review the scope of the proposed audit for the current year and the
audit procedures to be utilized.
8. Review with the Chief Financial Officer and the independent auditors the
coordination of audit effort to assure completeness of coverage, reduction
of redundant efforts and the effective use of audit resources.
9. Review with the independent auditors and financial and accounting personnel
the adequacy and effectiveness of the accounting and financial controls of
the corporation, and elicit any recommendations for improvements of
internal control procedures or particular areas where new or more detailed
controls or procedures are desirable.
10. Review with management and the independent auditors at the completion of
the annual examination:
(a) Significant findings during the year, including the status of previous
audit recommendations.
(b) The independent auditors' audit of the financial statements and their
report thereon.
(c) Any significant changes required in the independent auditors' audit
plan.
(d) Any serious difficulties or disputes with management encountered
during the course of the audit, including any restrictions on the
scope of their work or access to required information.
(e) Any comments or recommendations of the auditors.
(f) Other matters related to the conduct of the audit which are to be
communicated to the committee under generally accepted auditing
standards.
(g) Review the Company's annual financial statements and related footnotes
and determine that the independent auditors are satisfied with the
disclosure and content of the financial statements.
11. Review filings with the SEC and other published documents containing the
Company's financial statements and consider whether the information
contained in these documents is consistent with the information contained
in the financial statements.
12. Review with management and the independent auditors the interim financial
report before it is filed with the SEC.
13. Review legal and regulatory matters that may have a material impact on the
financial statements, related Company compliance policies and programs and
reports received from regulators.
12
14. Meet with the independent auditor and management in separate executive
sessions to discuss any matters that the committee or these groups believe
should be discussed privately with the audit committee. Among the items to
be discussed in these meetings are the independent auditors' evaluation of
the Company's financial and accounting personnel and the cooperation that
the auditors received during the course of the audit.
15. Report committee actions to the board of directors with such
recommendations as the committee may deem appropriate.
16. The audit committee shall have the power to conduct or authorize
investigations into any matters within the committee's scope of
responsibilities. The committee shall be empowered to retain independent
counsel, accountants or others to assist it in the conduct of any
investigation.
17. The committee shall meet two times per year or more frequently as
circumstances require. The committee may ask members of management or
others to attend the meeting and provide pertinent information as
necessary.
18. The committee will perform such other functions as assigned by law, the
Company's charter or bylaws, or the board of directors.
13
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 24, 2001 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 24, 2001.
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.
--------------------------------------------------------------------------------
2. Proposal to approve the selection of Deloitte & Touche LLP as auditors of
the Company.
For Against Abstain
[ ] [ ] [ ]
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 Date
this Proxy in the box below.
________________________________________________________________________________
________Stockholder sign above_________Co-holder (if any) sign above____________
=> Detach above card, sign, date and mail in postage paid envelope provided. =>
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.
--------------------------------------------------------------------------------
IF YOUR ADDRESS HAS CHANGED, PLEASE CORRECT THE ADDRESS IN THE SPACE PROVIDED
BELOW AND RETURN THIS PORTION WITH THE PROXY IN THE ENVELOPE PROVIDED.
----------------------------------------------------
----------------------------------------------------
----------------------------------------------------