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 23, 2002
To The Shareholders:
Notice is hereby given that the annual meeting of Shareholders of Baltek
Corporation will be held at the offices of Baltek Corporation, 10 Fairway Court,
Northvale, New Jersey, on May 23, 2002, 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 2002; 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, 2001 is also
enclosed. Shareholders of record at the close of business on April 12, 2002 will
be entitled to notice of and to vote at the 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
April 23, 2002
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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.
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1
PROXY STATEMENT
BALTEK CORPORATION
P.O. Box 195
10 Fairway Court
Northvale, New Jersey 07647
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD MAY 23, 2002
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 23, 2002 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 12, 2002 are entitled to notice of and
to vote at the meeting. Proxy Cards and Proxy Statements are expected to be
mailed to shareholders on or about April 23, 2002. 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 12, 2002, the Company had outstanding
2,390,383 shares of Common Stock. Each share has one vote. Unless the context
otherwise indicates, the term "Company" refers to Baltek Corporation.
2
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 12, 2002 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 Number Percent
of Beneficial Owner(2) of Shares of Class
------------------- --------- --------
Jacques Kohn (a) 1,138,446 47.6
Jean Kohn (a) 1,138,446 47.6
Bernard Kohn (a) 1,138,446 47.6
Henri-Armand Kohn 11,963 *
Reich & Tang Asset Management 189,800 7.9
L.P. (b)
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 1,187,609 49.7
group (11 persons)
------------
* 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 199,316 shares owned of record by him to the
Company at the market price in three remaining annual installments on
January 1, 2003 and the next two anniversaries thereof.
(b) Successor to New England Investment Companies L.P. as the owner of the
shares listed.
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(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.
(2) The address for all of the named individuals is c/o Baltek Corporation, 10
Fairway Court, Northvale, N.J. 07647. The address for Reich & Tang Asset
Management, L.P. is 600 Fifth Avenue, New York, NY 10020.
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 24, 2001.
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.
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INFORMATION CONCERNING NOMINEES
Principal Occupation
or Employment by the Has Served
Company unless as Director
Name otherwise indicated Since Age
---- ------------------------ ---------- ---
Jacques Kohn (b) President & CEO 1969 (a) 80
Jean Kohn (b) Executive Vice President 1969 (a) 77
Henri-Armand Kohn (b) Executive Vice President 1997 52
Benson J. Zeikowitz (c) Management Consultant 1969 (a) 75
Bernard J. Wald (d) Member of Law Firm of 1998 69
Herzfeld & Rubin, P.C.
Margot W. Kohn (b) Secretary 1975 (a) 76
William F. Nicklin (e) Senior Vice President - 1981 (a) 58
UBS PaineWebber
(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, Benson Zeikowitz 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
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procedures of the Company and compliance with those procedures and policies. The
Audit Committee met five times during the fiscal year ended 2001.
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. The Compensation Committee held two meetings during the
fiscal year ended 2001.
The Board of Directors held two meetings in 2001. Jean Kohn and
Henri-Armand Kohn did not attend either of those meetings, and Benson J.
Zeikowitz did not attend one of those meetings.
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 2001, 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, which includes
Deloitte Consulting (collectively, "Deloitte & Touche"), 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 2001. 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.
The Committee reviewed Deloitte & Touche's independence and, as part of
that review, received the written disclosures and letter required by the
Independence Standards Board, and considered whether Deloitte & Touche'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, 2001, for filing with the U.S. Securities and
Exchange Commission. The Committee and the Board have also recommended to
shareholders the election of Deloitte & Touche as the Company's independent
auditors for 2002.
6
Principal Accounting Firm Fees
Aggregate fees billed to the Company for the fiscal year ended December 31,
2001 by Deloitte & Touche:
Audit Fees $ 229,000
Financial Information Systems None
Design and Implementation Fees
All Other Fees $ 130,000 (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 Officers
In addition to Jacques, Jean and Henri-Armand Kohn, the executive officers
of the Company are as follows:
Antonio R. Diaz, 66, served as Vice President, Latin American Operations of
the Company for over five years.
Antonio L. Diaz, 43, has served as Vice President, Latin American
Operations since January 1, 2002. Prior thereto, he was Director for Latin
America since May 1, 2001. Mr. Diaz was Manager of Supply Chain and Customer
Service, Latin America Operations, at Wyeth Ayerst Pharmaceuticals for over five
years before he joined the Company.
Harold Gutmann, 50, has served as Vice President of U.S. Manufacturing of
the Company since May of 2001. Prior thereto he was a plant manager for the
Company for over five years.
Margot W. Kohn, 76, has served as corporate Secretary of the Company for
over 20 years.
Thomas G. Preisel, 50, has served as Senior Vice President and Chief
Operating Officer since May of 2001. Prior thereto he was Vice President of
Operations & Sales/Marketing of the Company for over five years.
Ronald Tassello, 44, has served as Chief Financial Officer and Treasurer of
the Company since May of 1998. Prior thereto he joined the Company as Controller
in 1996.
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").
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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 Compen- Stock Options/ LTIP Compen-
Principal Position Year Salary(1) Bonus(2) sation(3) Award(s) SARS(# ) Payout sation(4)
---- --------- -------- --------- -------- --------- ------ ----------
Jacques Kohn 2001 $238,846 - 0- $25,000 $0 0 $0 $5,997
President & CEO 2000 $236,763 $31,875 $14,502 $0 0 $0 $14,028
1999 $223,652 $33,548 $14,502 $0 0 $0 $12,753
Jean Kohn 2001 $238,846 -0- $10,551 $0 0 $0 $5,997
Executive Vice 2000 $236,763 $31,875 $10,551 $0 0 $0 $14,028
President 1999 $223,652 $33,548 $10,551 $0 0 $0 $12,753
Antonio R. Diaz 2001 $215,000 -0- $5,328 $0 0 $0 $5,997
Vice 2000 $212,917 $29,200 $5,328 $0 0 $0 $14,028
President-Latin 1999 $204,965 $30,745 $5,328 $0 0 $0 $12,753
American
Operations
Thomas Preisel 2001 $225,000 -0- $2,099 $0 0 $0 $5,997
Senior Vice 2000 $213,750 $29,950 $2,099 $0 0 $0 $14,028
President and 1999 $210,082 $31,512 $2,099 $0 0 $0 $12,753
Chief Operating
Officer
Henri-Armand Kohn 2001 $282,374 -0- $6,123 $0 0 $0 $5,997
Executive Vice 2000 $287,575 $36,800 $6,123 $0 0 $0 $14,028
President 1999 $258,295 $38,744 $6,123 $0 0 $0 $12,753
(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% 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. Increases in base
salaries of named executive officers reflected in this table are due to
mid-year increases in the fiscal year ended 2000 and not due to any
increases in the fiscal year ended in 2001.
(2) No bonuses were earned in 2001. The earned bonus in 2000 and 1999 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 life insurance policies on
the lives of seven officers, including the named executive officers. Each
individual executive owns the policy on his life. This
8
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 amounts represent contributions by the Company under the Baltek
Corporation Profit Sharing Plan, a qualified contribution plan covering all
U.S. non-union 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 entered into an employment agreement with Thomas G. 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 $225,000, 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 entered into an employment and consulting agreement with
Antonio R. Diaz dated as of June 1, 2000 pursuant to which Mr. Diaz served as
the Company's Vice President-Latin American Operations until he retired on
December 31, 2001. Mr. Diaz will continue as a consultant to the Company for a
period of two years from December 31, 2001 at rate of $114,000 per annum.
Pursuant to the agreement, the Company also provides Mr. Diaz with a suitable
automobile and related insurance. Mr. Diaz 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 entered into an employment agreement with Antonio L. Diaz dated
as of May 1, 2001 pursuant to which Mr. Diaz served as the Company's Director
for Latin America. On January 1, 2002 Mr. Diaz was promoted to Vice
President-Latin American Operations and, except for his new title, the terms and
conditions of his employment agreement remain the same. 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.
Diaz's base salary is $165,000, subject to increase by the Board of Directors in
its sole discretion. The agreement provides that Mr. Diaz 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. Diaz with a suitable automobile and related insurance. Mr. Diaz 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 entered into an employment agreement with Harold Gutmann dated
as of January 1, 2002 pursuant to which Mr. Gutmann is serving as the Company's
Vice President, U.S. Manufacturing. 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. Gutmann's base
salary is $170,000, subject to increase by the Board of Directors in its sole
discretion. The agreement provides that Mr. Gutmann 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. Gutmann with a suitable automobile and related insurance. Mr. Gutmann 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 has entered into an employment agreement with Ronald Tassello
dated as of June 1, 2000 pursuant to which Mr. Tassello is serving as the
Company's Chief Financial Officer and Treasurer. 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. Tassello's
base salary is $170,000, subject to increase by the Board of Directors in its
sole discretion. The agreement provides that Mr. Tassello 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. Tassello with a suitable automobile and related insurance. Mr.
Tassello 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.
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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.
BOARD COMPENSATION COMMITTEE REPORT
ON EXECUTIVE COMPENSATION
The Committee's compensation policy is subjective and not subject to
specific criteria. 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. Base salaries of executive officers were
not increased in the fiscal year ended 2001.
The base compensation of the President and CEO was not increased for the
fiscal year ended 2001. 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
10
United States, Europe, Ecuador and all other markets where the Company's
products are sold. His compensation for 2001 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 1996
through 2001 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, 1997 - December 31, 2001
COMPARE CUMULATIVE TOTAL RETURN
AMONG BALTEK CORPORATION,
NASDAQ MARKET INDEX AND SIC CODE INDEX
[Graphic-Chart-Plotted Points Below]
1996 1997 1998 1999 2000 2001
---------------------- --------- -------- -------- -------- -------- -------
BALTEK CORPORATION 100.00 127.59 136.21 103.45 93.32 102.76
---------------------- --------- -------- -------- -------- -------- -------
SIC CODE INDEX 100.00 122.87 113.96 154.39 113.45 111.63
---------------------- --------- -------- -------- -------- -------- -------
NASDAQ MARKET INDEX 100.00 122.32 172.52 304.29 191.25 152.46
11
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, 2002.
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
auditors for the year 2002.
Ratification of the selection of Deloitte & Touche LLP as independent
auditors 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 2001 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, except that Jacques and Jean Kohn
each filed one late Form 4 reporting one transaction and Bernard Kohn filed one
late Form 4 reporting two transactions.
SHAREHOLDER PROPOSALS
Any shareholder proposal to be considered by the Company for inclusion in
the 2003 Annual Meeting of Shareholders proxy materials must be received by the
Company not later than December 24, 2002.
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
April 23, 2002
12
X PLEASE MARK VOTES
AS IN THIS EXAMPLE
REVOCABLE PROXY
BALTEK CORPORATION
SOLICITED BY THE BOARD OF DIRECTORS
PROXY for Annual Meeting of Shareholders to be held
on May 23, 2002 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 23, 2002.
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 this Proxy in the box below.
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Date
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Shareholder sign above
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Co-holder (if any) sign above
=> Detach above card, sign, date and mail in postage paid envelope provided. =>
BALTEK CORPORATION
NORTHVALE, NJ 07647
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PLEASE DATE AND SIGN THIS PROXY AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING.
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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.
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