SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for use of
the Commission only (per Rule 14a-6(e)(2))
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-ll(c) or Rule 14a-12
WALKER INTERNATIONAL INDUSTRIES, INC.
(Name of Registrant as Specified In Its Charter)
WALKER INTERNATIONAL INDUSTRIES, INC.
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated, and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-ll(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid: ______________
(2) Form, Schedule or Registration Statement No.: _________________
(3) Filing Party: _________________
(4) Date Filed: __________________
WALKER INTERNATIONAL INDUSTRIES, INC.
880 South Lake Boulevard
Mahopac, New York 10541
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held June 27, 2001
To the Stockholders of
WALKER INTERNATIONAL INDUSTRIES, INC.:
You are cordially invited to attend the Annual Meeting of Stockholders
(the "Annual Meeting") of Walker International Industries, Inc. (the
"Company"), which will be held at the Company's offices, located at 880
South Lake Boulevard, Mahopac, New York 10541 on June 27, 2001 at 9:00 a.m.,
New York time, to consider and act upon the following matters:
1. To elect three (3) Directors of the Company to serve until the next
Annual Meeting of Stockholders and until their successors are duly elected
and qualify.
2. To consider and act upon a proposal to ratify the appointment of
Kofler, Levenstein, Romanotto & Co., P.C., as the independent public
auditors to audit the books of the Company for the fiscal year ending
November 30, 2001.
3. To transact such other business as may properly come before the
Annual Meeting or any adjournment thereof.
Only Stockholders of record at the close of business on May 25, 2001 are
entitled to notice of and to vote at the Annual Meeting or any adjournment
thereof.
By Order of the Board of Directors
Peter Walker, President
Mahopac, New York
May 30, 2001
Whether or not you expect to attend the Annual Meeting in person, please
complete, date and sign the accompanying proxy card, which is being
solicited on behalf of the Board of Directors, and return it in the
enclosed postage prepaid envelope. Your proxy is revocable and will not
be used if you are present and prefer to vote in person or if you revoke
the proxy in writing.
WALKER INTERNATIONAL INDUSTRIES, INC.
PROXY STATEMENT
For the Annual Meeting of Stockholders
To Be Held June 27, 2001
The Board of Directors of Walker International Industries, Inc.,
a Delaware corporation (the "Company"), presents this Proxy Statement
and solicits the proxies of stockholders of the Company for the Annual
Meeting of Stockholders to be held at the offices of the Company,
880 South Lake Boulevard, Mahopac, New York 10541 on June 27, 2001 at
9:00 a.m., local time, and at any adjournment or adjournments thereof
(the "Annual Meeting"), for the purposes set forth in the accompanying
Notice of Annual Meeting.
All proxies duly and properly completed, signed and received prior to the
Annual Meeting and not revoked will be voted on all matters presented at
the Annual Meeting in accordance with the instructions given on such
proxies. In the absence of specific instructions, proxies so received will
be voted "FOR" the named nominees for election to the Company's Board of
Directors and "FOR" the ratification of the appointment of Kofler,
Levenstein, Romanotto & Co., P.C. as the Company's independent public
auditors. Directors shall be elected by plurality of votes cast at the
Annual Meeting, while ratification of auditors requires a majority of
votes cast on the proposal. Abstentions will not be included in the vote
totals and, in instances where brokers are prohibited from exercising
discretionary authority for beneficial owners who have not returned a
proxy, so called "broker non-votes," those votes will not be included
in the vote totals, for purposes of determining whether proposals have
received the requisite number of votes cast. Therefore, abstentions
and broker non-votes will have no effect on the vote on the proposals
scheduled for vote at the annual meeting. Abstentions, however, will
be counted in the determination of whether a quorum exists for the
purposes of transacting business at the annual meeting.
The Board of Directors does not anticipate that any of its nominees
will be unavailable for election and does not know of any other matter
that may be brought before the Annual Meeting. In the event that any
other matter should come before the Annual Meeting or any nominee is not
available for election, the persons named in the enclosed proxy will have
discretionary authority to vote all proxies not marked to the contrary
with respect to such matters in accordance with their best judgment.
Only stockholders of record as of the close of business on May 25, 2001,
the record date for the Annual Meeting, will be entitled to receive notice
of and to vote at the Annual Meeting or any adjournment thereof.
The total number of shares of the Common Stock, par value $.10 per share
(the "Common Stock"), of the Company outstanding as of May 25, 2001 was
233,271 shares.
A proxy may be revoked at any time before being voted either by delivering
to the Company, prior to the Annual Meeting, written notice of revocation
or a duly executed proxy bearing a later date, or by giving notice of
revocation in person at the Annual Meeting. The Company will pay the
entire expense of soliciting these proxies, which solicitation will be
by use of the mails.
A list of stockholders entitled to vote at the Annual Meeting will be
available for review for matters germane to the Annual Meeting at the
offices of the Company, 880 South Lake Boulevard, Mahopac, New York 10541,
during normal business hours, for a period of ten days prior to the Annual
Meeting for examination by any Stockholder. Such list will also be
available for review by our stockholders during the Annual Meeting.
This Proxy Statement and the accompanying form of proxy, Notice of Annual
Meeting of Stockholders and 2000 Annual Report to Stockholders are
expected to be mailed to Stockholders commencing on or about
May 30, 2001.
VOTING SECURITIES
May 25, 2001 has been fixed as the record date for the determination of
Stockholders entitled to notice of and to vote at the Annual Meeting or
any adjournment or adjournments thereof. As of that date, the Company
had 233,271 Shares outstanding. The Common Stock is the only class of
securities of the Company entitled to vote, and each share of Common
Stock is entitled to one vote with respect to each matter set forth
in the Notice of Meeting.
The following table sets forth, as of the record date, certain
information concerning those persons known to the Company to be the
beneficial owners of more than five percent of the Common Stock, the
number of shares of Common Stock owned by all directors (each of whom
is a nominee standing for re-election) and executive officers of the
Company, individually, and by all directors and executive officers of
the Company as a group:
Name and Address Amount and Nature of Percent of
of Beneficial Owners Beneficial Ownership(1) Class(2)
Peter Walker(3) 118,939(4) 51.0%
Richard Norris(3) 3,320 1.4%
Charles Snow 2,151 .9%
605 Third Avenue
New York, NY 10158
Peter Walker as Trustee 69,562(5) 29.8%
of The Robert Walker Life
Insurance Trust(3)
All Officers and
Directors as a Group
(Three Persons) 124,410(4) 53.3%
_________________________________
(1) Unless otherwise noted, all shares are beneficially owned and the
sole voting and investment power is held by the persons indicated.
(2) Based on 233,271 shares outstanding as of May 25, 2001.
(3) The address of this person is c/o the Company, 880 South Lake
Boulevard, Mahopac, New York 10541.
(4) Includes the following Shares as to which Peter Walker disclaims
beneficial ownership to the extent such shares are held for the
benefit of Richard Walker: (a) 69,562 Shares held in trust for the
benefit of Peter Walker and Richard Walker, equally under the Robert
Walker Life Insurance Trust, as to which Peter Walker serves as
trustee; and (b) 16,500 Shares held in trust for the benefit of Peter
Walker, as to which Peter Walker serves as trustee.
(5) The beneficiaries of the Robert Walker Life Insurance Trust are
Peter Walker (45,000 shares) and Richard Walker (24,562 shares).
Peter Walker, as Trustee, has voting power over said Shares held
in trust.
Certain Relationships and Related Transactions
The Company has retained the law firm of Snow Becker Krauss P.C., of
which Charles Snow, a Director of the Company, is a principal.
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table sets forth all compensation awarded to, earned by,
or paid for all services rendered to the Company, a small business
issuer, during the fiscal years ended November 30, 2000, 1999 and 1998,
by the Company's Chief Executive Officer, who was the Company's only
executive officer whose total compensation exceeded $100,000.
Annual Compensation
Name and
Principal Position Year Salary($) Bonus($)
Peter Walker 2000 $100,000 $ 0
Chief Executive 1999 100,000 10,000
Officer and Director 1998 110,000 10,000
Directors Fees
Directors currently receive no cash compensation for serving on the Board
of Directors other than reimbursement of reasonable expenses incurred in
attending meetings.
ACTIONS TO BE TAKEN AT THE ANNUAL MEETING
PROPOSAL 1 - ELECTION OF DIRECTORS
A Board of three Directors of the Company is to be elected at the Annual
Meeting by the Stockholders of the Company, each Director to serve,
subject to the provisions of the Company's By-laws, for a term of one year
or until their respective successors are duly elected and qualify.
All nominees named below are presently members of the Company's Board of
Directors. In the event any one or more of the following nominees is
unable to serve, it is the intention of the persons named in the proxy to
vote for the election of substitutes proposed by the Board of Directors or,
if no substitute is proposed, for the remaining nominees. The Board of
Directors has no reason to believe that any of the nominees will be unable
to serve.
The shares represented by proxies solicited hereunder will be voted "FOR"
the election of the nominees named below, except to the extent that such
proxies are marked to indicate that authorization to do so is withheld.
The following table sets forth information as to each nominee for election
as a Director of the Company.
Has Served as Director
with Registrant
Name Age Positions and Offices Continuously Since
Peter Walker 54 President, CEO and Chairman 1973
Richard Norris 54 Vice-President, Secretary, 1981
Treasurer and a Director
Charles Snow 69 Director 1976
Business Experience
Peter Walker, President, Chief Executive Officer and Chairman, assumed his
position as President in 1984 and as Chairman in 1987. Prior to 1984 and
beginning in 1977, Mr. Walker was Executive Vice-President, Secretary and
a Director of the Company. Previously, Mr. Walker was Vice-President of
the Company.
Richard Norris has been a Vice-President of the Company since 1983,
Treasurer of the Company since 1977 and Secretary since 1984. For more
than 5 years prior thereto he was employed in the Company's financial
department as Assistant Treasurer, Controller and Assistant Controller.
Charles Snow, a principal of the law firm of Snow Becker Krauss P.C.,
general counsel to the Company, has been engaged in the practice of law
for more than 30 years.
Certain Information Concerning the Board of Directors
During the fiscal year ended November 30, 2000, the Board of Directors held
four (4) meetings. Each Director of the Company attended each such
meeting. With the exception of the Company's Stock Option Committee,
the Company has no standing committees of the Board of Directors or any
other committees performing similar functions.
The Board of Directors recommends a
vote "FOR" all the nominees listed in the foregoing Proposal 1
PROPOSAL 2 - AUDITORS
The firm of Kofler, Levenstein, Romanotto & Co., P.C. has been appointed
by the Board of Directors as auditors for the fiscal year ending
November 30, 2001. No partner of Kofler, Levenstein, Romanotto & Co.,
P.C. has any direct or indirect financial interest in the Company or its
subsidiaries. It is not expected that a representative of Kofler,
Levenstein, Romanotto & Co., P.C. will attend the Annual Meeting.
The Board of Directors recommends a vote "FOR" ratification of the
appointment of Kofler, Levenstein, Romanotto & Co., P.C. as auditors
for the fiscal year ending November 30, 2001.
OTHER MATTERS
The Board of Directors is not aware of any business to be presented at
the Annual Meeting except the matters set forth in the Notice and
described in this Proxy Statement. Unless otherwise directed, all shares
represented by the accompanying proxies will be voted in favor of the
proposals of the Board of Directors described in this Proxy Statement.
If any other matters come before the Annual Meeting, the persons named
in the accompanying proxy will vote on those matters according to their
best judgment.
STOCKHOLDER PROPOSALS
No person who intends to present a proposal for action at a forthcoming
stockholders' meeting of the Company may seek to have the proposal
included in the proxy statement or form of proxy for such meeting unless
that person (a) is a record or beneficial owner of at least 1% or $2,000
in market value of shares of Common Stock, has held such shares for at
least one year at the time the proposal is submitted, and such person shall
continue to own such shares through the date on which the meeting is held,
(b) provides the Company in writing with his name, address, the number of
shares held by him and the dates upon which he acquired such shares with
documentary support for a claim of beneficial ownership, (c) notifies the
Company of his intention to appear personally at the meeting or by a
qualified representative under Delaware law to present his proposal for
action, and (d) submits his proposal timely. A proposal to be included
in the proxy statement and form of proxy for the Company's next annual
meeting of stockholders will be submitted timely only if the proposal
has been received at the Company's principal executive office no later
than January 29, 2002. If the date of such meeting is changed by more
than 30 calendar days from June 27, 2002, or if the proposal is to be
presented at any meeting other than the next annual meeting of
stockholders, the proposal must be received at the Company's principal
executive office at a reasonable time before the solicitation of proxies
for such meeting is made.
Even if the foregoing requirements are satisfied, a person may submit only
one proposal with a supporting statement of not more than 500 words, and
under certain circumstances enumerated in the Securities and Exchange
Commission's rules relating to the solicitation of proxies, the Company
may be entitled to omit the proposal and any statement in support thereof
from its proxy statement and form of proxy.
For any proposal that is not submitted for inclusion in the proxy statement
for the 2002 Annual Meeting of Stockholders of the Company, but is instead
sought to be presented directly at the 2002 annual meeting, SEC rules will
permit management to vote proxies in its discretion if the Company:
* receives notice of the proposal before the close of business on
April 15, 2002 and advise shareholders in the 2002 proxy statement about
the nature of the matter and how management intends to vote on such matter,
or
* does not receive notice of the proposal prior to the close of business
on April 15, 2002.
Notices of intention to present proposals at the 2002 Annual Meeting should
be addressed to the Company's Secretary at Walker International Industries,
Inc., 880 South Lake Boulevard, Mahopac, New York 10541.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers, directors and persons who own more than ten percent of a
registered class of the Company's equity securities to file reports of
ownership and changes in ownership with the Securities and Exchange
Commission. These reporting persons are required by regulation to furnish
the Company with copies of all Section 16(a) forms they file. Based
solely on the Company's review of copies of such forms received or written
representations from certain reporting persons that no Form 5's were
required for those persons, the Company believes that, during the time
period from December 1, 1999 through November 30, 2000, all filing
requirements applicable to its officers, directors and greater then ten
percent beneficial owners were complied with.
AVAILABLE INFORMATION
Copies of the Company's Annual Report on Form 10-KSB for the fiscal year
ended November 30, 2000 as filed with the Securities and Exchange
Commission, including the financial statements, can be obtained without
charge by stockholders (including beneficial owners of the Common Stock)
upon written request to Richard Norris, the Company's Secretary, Walker
International Industries, Inc., 880 South Lake Boulevard, Mahopac, New
York 10541. The Company's EDGAR filings, including exhibits, can be
obtained from the Commission's World Wide Web site: www.sec.gov.
EXPENSES
The entire cost of preparing, assembling, printing and mailing this Proxy
Statement, the enclosed form of proxy and other materials, and the cost of
soliciting proxies with respect to the Annual Meeting, will be borne by
the Company. The Company will request banks and brokers to solicit their
customers who beneficially own shares listed of record in names and
nominees, and will reimburse those banks and brokers for their reasonable
out-of-pocket expenses of such solicitations. The original solicitation
of proxies by mail may be supplemented by telephone and telegram by
officers and other regular employees of the Company, but no additional
compensation will be paid to such individuals.
By Order of the Board of Directors
Mahopac, New York
May 30, 2001 Peter Walker, President
PROXY
WALKER INTERNATIONAL INDUSTRIES, INC.
The undersigned stockholder of Walker International Industries, Inc.,
a Delaware corporation, hereby appoints Peter Walker and Richard Norris,
and each of them (with full power of substitution), proxies and
attorneys-in-fact of the undersigned to represent the undersigned at the
Annual Meeting of Stockholders of Walker International Industries, Inc.,
to be held on June 27, 2001 at 9:00 a.m., local time, at the Company's
offices at 880 South Lake Boulevard, Mahopac, New York, and any adjournment
or adjournments thereof, and to vote all shares of Common Stock that the
undersigned would be entitled to vote if then and there personally
present, on the matters set forth in this proxy card.
1. ELECTION OF DIRECTORS, as provided in the Company's Proxy Statement:
[ ] FOR all nominees listed below
[ ] WITHHOLD AUTHORITY to vote for all nominees listed below
(Instructions: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
STRIKE A LINE THROUGH OR OTHERWISE STRIKE OUT HIS NAME BELOW)
Peter Walker / Richard Norris / Charles Snow
2. The ratification of the appointment of Kofler, Levenstein,
Romanotto & Co., P.C. as the independent public accountants for the Company
for the fiscal year ending November 30, 2001.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
The undersigned hereby revokes any other proxy to vote at such Annual
Meeting and hereby ratifies and confirms all that said attorneys and
proxies, and each of them, may lawfully do by virtue hereof. With respect
to matters not known at the time of the solicitation hereof, said proxies
are authorized to vote in accordance with their best judgment.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED, OR, IF NO
CONTRARY DIRECTION IS INDICATED, WILL BE VOTED FOR THE ELECTION OF THE
NOMINATD DIRECTORS, FOR THE RATIFICATION OF THE APPOINTMENT OF KOFLER,
LEVENSTEIN, ROMANOTTO & CO., P.C., AS INDEPENDENT PUBLIC ACCOUNTANTS,
AND AS SAID PROXIES SHALL DEEM ADVISABLE ON SUCH OTHER BUSINESS AS MAY
COME BEFORE THE MEETING. EACH MATTER ABOVE WAS PROPOSED BY THE BOARD
OF DIRECTORS.
The undersigned acknowledges receipt of a copy of the Notice of Annual
Meeting and accompanying Proxy Statement dated May 30, 2001, relating
to the Annual Meeting, and of the Company's 2000 Annual Report to
Stockholders.
Please mark, sign, date and return the Proxy Card promptly using the
enclosed envelope.
Signature(s) of Stockholder(s)
The signature(s) hereon should correspond exactly with the name(s) of
the Stockholder(s) appearing on the Stock Certificate. If stock is
jointly held, all joint owners should sign. When signing as attorney,
executor, administrator, trustee or guardian, please give full title as
such. If signer is a corporation, please sign the full corporate name,
and give title of signing officer.
Date: , 2001
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF
WALKER INTERNATIONAL INDUSTRIES, INC.