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
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-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] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i)(3).
[ ] 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:
4) Proposed maximum aggregate value of transaction:
[ ] 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:
NOTICE
OF ANNUAL MEETING OF STOCKHOLDERS
OF
WALKER INTERNATIONAL INDUSTRIES, INC.
4 Ken-Anthony Plaza
South Lake Boulevard
Mahopac, New York 10541
To Be Held June 6, 1996
To the Stockholders of
WALKER INTERNATIONAL INDUSTRIES, INC.:
You are cordially invited to attend the Annual Meeting of
Stockholders of Walker International Industries, Inc. (the
"Company"), which will be held at the Company's offices, 4
Ken-Anthony Plaza, South Lake Boulevard, Mahopac, New York 10541 on
June 6, 1996 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 qualified.
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, 1996.
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 7,
1996 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 9, 1996
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE
SIGN AND DATE THE ENCLOSED PROXY, WHICH IS SOLICITED BY THE BOARD
OF DIRECTORS OF THE COMPANY, AND RETURN IT IN THE ENVELOPE
PROVIDED. THE PROXY MAY BE REVOKED IN WRITING AT ANY TIME PRIOR
TO
THE MEETING, OR IF YOU ATTEND THE MEETING, YOU MAY REVOKE THE
PROXY
AND VOTE YOUR SHARES IN PERSON.
WALKER INTERNATIONAL INDUSTRIES, INC.
4 Ken-Anthony Plaza
South Lake Boulevard
Mahopac, New York 10541
PROXY STATEMENT
For the Annual Meeting of Stockholders
To be Held June 6, 1996
The Board of Directors of Walker International Industries,
Inc., a Delaware corporation (the "Company"), presents this Proxy
Statement to all Stockholders and solicits their proxies for the
Annual Meeting of Stockholders to be held at the offices of the
Company, 4 Ken-Anthony Plaza, South Lake Boulevard, Mahopac, New
York 10541 on June 6, 1996 at 9:00 a.m., New York 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 executed 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 by 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. 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. The proxy may be revoked at any time
before being voted by delivering to the Company, prior to the
Annual Meeting, either 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.
Only Stockholders of record as of the close of business on May
7, 1996, the record date, will be entitled to receive notice of and
to vote at the Annual Meeting or any adjournment thereof. The
total number of shares of Common Stock, par value $.10 per share
(the "Shares"), of the Company outstanding as of May 7, 1996 was
298,081 Shares. The Common Stock is the only class of securities
of the Company entitled to vote, with each Share having one vote.
A list of Stockholders entitled to vote at the Annual Meeting
will be available at the offices of the Company, 4 Ken-Anthony
Plaza, South Lake Boulevard, Mahopac, New York 10541, for a period
of ten days prior to the Annual Meeting for examination by any
Stockholder.
The affirmative vote by holders of a majority of the Shares of
Common Stock represented at the Annual Meeting is required for the
election of directors and the ratification of Kofler, Levenstein,
Romanotto & Co., P.C. as the Company's independent public auditors.
This Proxy Statement and the accompanying form of proxy are
expected to be mailed to Stockholders commencing on or about May 9,
1996.
COMPENSATION OF OFFICERS AND DIRECTORS
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,
1995, 1994 and 1993, by the Company's Chief Executive Officer, who
was the Company's only executive officer whose total compensation
exceeded $100,000.
Annual Compensation Long Term Compensation
Awards Payouts
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Long-term
Other Restricted incentive
Name and Annual Stock Plan All Other
Principal Compen- Awards Options Payouts Compen-
Position Year Salary($) Bonus($) sation ($) SARs(#) ($) sation
Peter Walker,
Chief Executive
Officer and
Director 1995 $108,000 $7,000 $0 $0 0 $0 $0
1994 $120,000 $0 $0 $0 0 $0 $0
1993 $120,000 $0 $0 $0 0 $0 $0
The Company did not grant any stock options, nor were any
options exercised, during the fiscal year ended November 30, 1995.
The Company has no long-term incentive plan awards.
Directors currently receive no cash compensation for serving on
the Board of Directors other than reimbursement of reasonable
expenses incurred in attending
meetings.
SECURITY OWNERSHIP OF
CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of May 7, 1996, certain
information concerning those persons known to the Company to be the
beneficial owners (as such term is defined in Rule 13d-3 under the
Securities Exchange Act of 1934 (the "Exchange Act")) of more than
five per cent (5%) of the outstanding shares of Common Stock of the
Company; the number of Shares of Common Stock of the Company owned
by all Directors 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 Beneficial Owners Beneficial Ownership(1) of Class(2)
Peter Walker (3) 155,877 (4) 52.3 %
Richard Norris (3) 3,320 1.1 %
Charles Snow
605 Third Avenue
New York, NY 10158 2,151 0.7 %
Peter Walker as Trustee of
The Robert Walker Life
Insurance Trust (3) 90,000 (5) 30.2 %
Peter Walker as Trustee of a
trust for the benefit of
Richard Walker (3) 16,500 (6) 5.5 %
All Officers and Directors
as a Group (Three Persons) 161,348 (7) 54.1 %
_______________________________
(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 298,081 shares outstanding as of the date of this
Proxy Statement.
(3) The address of this person is c/o the Company, 4 Ken-Anthony
Plaza, 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) 90,000 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; (b) 16,500 shares held in trust for the benefit
of Peter Walker, as to which Peter Walker serves as trustee; and
(c) 16,500 shares held in trust for the benefit of Richard Walker,
as to which Peter Walker serves as trustee.
(5) The beneficiaries of the Robert Walker Life Insurance Trust are
Peter Walker and Richard Walker, equally. Peter Walker, as Trustee,
has voting power over said Shares held in trust.
(6) Peter Walker, as Trustee, has voting power over said Shares
held in trust.
(7) Includes the 123,000 Shares held in trust for which Peter Walker
serves as Trustee.
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 qualified.
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 as to each nominee for election:
(1) such person's name; (2) the year in which such person was first
elected a director of the Company; (3) biographical information for
the last five years; (4) certain other directorships, if any, held
by each such person; (5) positions and offices held with the
Company; and (6) such person's age. Information regarding the
Company's Executive Officers is also set forth in the following
table.
Name Age Position with the Company
Peter Walker 49 President, Chairman of the Board of
Directors, and Director
Richard Norris 49 Vice-President, Secretary, Treasurer and
Director
Charles Snow 64 Director
Mr. Walker, a director since 1973, assumed his present
positions as President of the Company in 1984 and Chairman of the
Board of Directors in 1987. Prior to 1984 and beginning in 1977,
Mr. Walker was Executive Vice President, Secretary and a Director
of the Company. Mr. Walker is responsible for acquisitions and
operations. For more than five years previously, Mr. Walker had
principal duties in retail sales management.
Mr. Norris, a director since 1981, has been Secretary of the
Company since 1984, a Vice-President of the Company since 1983 and
Treasurer of the Company since 1977. Prior thereto Mr. Norris was
employed in the Company's financial department for more than five
years as Assistant Treasurer, Controller and Assistant Controller.
Mr. Snow, a director since 1976, has been engaged in the
practice of law for more than 30 years and is a principal of the
New York City law firm of Snow Becker Krauss P.C., general counsel
to the Company. The Company intends to retain Mr. Snow's firm for
the current fiscal year and has retained such firm for the past 18
years.
Each nominee has advised Management that he can and will serve
as a Director of the Company in the event he is so elected.
Certain Information Concerning the Board of Directors:
With the exception of the Company's Stock Option Committee, the
Company has no audit, nominating or other compensation committees
of the Board of Directors, or any other committees performing
similar functions. The Company's Stock Option Committee is
comprised of Messrs. Peter Walker and Richard Norris and was
organized for the principal purposes of administering and granting
options under the Company's 1987 Incentive Stock Option Plan. The
Stock Option Committee held no meetings during the fiscal year
ended November 30, 1995. During the fiscal year ended November 30,
1995, the Board of Directors held one meeting. Each Director of
the Company attended such meeting.
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, 1996. The Company does not have an audit
committee on its Board of Directors; selection of auditors is made
by the entire Board. The appointment was made subject to the
approval of the Company's Shareholders. The following resolution
will be offered at the meeting of Shareholders:
PROPOSAL TO RATIFY AND APPROVE APPOINTMENT
OF INDEPENDENT AUDITORS
"RESOLVED, that the appointment by the Board of
Directors of Walker International Industries, Inc.
of Kofler, Levenstein, Romanotto & Co., P.C., as
the auditors of the Company and its subsidiary
companies for the fiscal year ending November 30,
1996, is hereby ratified and approved.
No partner of Kofler, Levenstein, Romanotto & Co., P.C. has
any direct or indirect financial interest in the Company or its
subsidiaries. A representative of Kofler, Levenstein, Romanotto
& Co., P.C. will attend the Annual Meeting and will have the
opportunity to make any statement he desires and will be
available to respond to appropriate questions.
The Board of Directors recommends a vote "FOR" the proposal
to ratify and approve the appointment of Kofler, Levenstein,
Romanotto & Co., P.C. as the Company's auditors for the fiscal
year ending November 30,
1996.
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 beneficial owner
of at least 1% or $1,000 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 or 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 February 5, 1997. If the date of such meeting is
changed by more than 30 calendar days from the date such meeting
is scheduled to be held under the Company's By-Laws, 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 of not more than 500 words with a
supporting statement if the latter is requested by the proponent
for inclusion in the proxy materials. 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.
OTHER MATTERS
Management of the Company does not intend to present any
other items of business, and knows of no other items of business
that are likely to be brought before the Annual Meeting, except
those set forth in the foregoing Notice of Annual Meeting of
Stockholders. However, if any other matters should properly come
before the Annual Meeting, the persons named in the enclosed
proxy will have discretionary authority to vote such proxy in
accordance with their best judgment on such matters.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934 requires
the Company's officers and 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. Officers, Directors
and greater than ten-percent shareholders are required by
regulation to furnish the Company with copies of all
Section 16(a) forms they file. Based solely on its review of the
copies of such forms received by it, or written representations
from certain reporting persons that no Forms 5 were required for
those persons, the Company believes that, during the period from
December 1, 1994 through November 30, 1995, all filing
requirements applicable to its Officers, Directors, and greater
than ten-percent beneficial owners were complied with.
COPIES OF ANNUAL REPORT ON FORM 10-KSB.
Copies of the Company's 1995 Annual Report on Form 10-K for
the fiscal year ended November 30, 1995 as filed with the
Securities and Exchange Commission, including the financial
statements, can be obtained without charge by stockholders
(including beneficial owners of the Company's Common Stock) upon
written request to Richard Norris, the Company's Secretary,
Walker International Industries, Inc., 4 Ken-Anthony Plaza, South
Lake Boulevard, Mahopac, New York 10541.
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
Peter Walker,
President
Mahopac, New York
May 9, 1996
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
OF
WALKER INTERNATIONAL INDUSTRIES, INC.
ANNUAL MEETING OF STOCKHOLDERS
The undersigned shareholder of Walker International
Industries, Inc., a Delaware corporation, hereby acknowledges
receipt of the Notice of Annual Meeting of Stockholders and Proxy
Statement, each dated May 9, 1996, and hereby appoints Peter
Walker and Richard Norris, and each of them (with full power of
substitution), proxies and attorneys-in-fact, on behalf and in
the name of the undersigned to represent the undersigned at the
Annual Meeting of Stockholders of Walker International
Industries, Inc., to be held on June 6, 1996 at 9:00 a.m., local
time, at the Company s offices at 4 Ken-Anthony Plaza, 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 on the reverse side.
(To be Signed on Reverse Side)
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 and Charles Snow
2. To act upon a proposal to approve the appointment of
Kofler, Levenstein, Romanotto & Co., P.C. as the
independent public accountants for the Company.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. Upon such other matters as may properly come before the
meeting or any adjournments thereof.
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 solicitations 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 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.
Please mark, sign, date and return the Proxy Card
promptly using the enclosed envelope.
Date:____________________,1996
______________________
Signature(s) of Stockholder(s)
NOTE: (This proxy should be marked, dated and signed by the
shareholder(s) exactly as his name appears hereon, and returned
promptly in the enclosed envelope. Persons signing in a
fiduciary should so indicate. If shares are held by joint
tenants or as community property, both must sign.)