THE ST. LAWRENCE SEAWAY CORPORATION
320 N. Meridian Street, Suite 818
Indianapolis, Indiana 46204
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held September 28, 1995
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To the Shareholders of
The St. Lawrence Seaway Corporation
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of The
St. Lawrence Seaway Corporation (the "Corporation") will be held Thursday,
September 28, 1995 at 10:00 o'clock a.m. (Indianapolis time) at the Indianapolis
Athletic Club, 350 N. Meridian Street, Indianapolis, Indiana for the following
purposes:
1. To elect four directors.
2. To transact such other business as may properly come before
the meeting and any adjournment or adjournments thereof.
The Board of Directors has fixed the close of business on August 18,
1995 as the record date for the determination of Shareholders entitled to notice
of and to vote at the meeting and at any adjournment or adjournments thereof.
Whether or not you plan to attend the annual meeting, you are urged to
complete, date and sign the enclosed proxy and return it promptly so your vote
can be recorded.
By Order of the Board of Directors,
JACK C. BROWN,
Secretary
Dated: August 21, 1995
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THE ST. LAWRENCE SEAWAY CORPORATION
Indianapolis, Indiana
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PROXY STATEMENT
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GENERAL INFORMATION
USE OF PROXIES
This Proxy Statement is furnished in connection with the solicitation
by the Board of Directors of The St. Lawrence Seaway Corporation (the
"Corporation") of proxies to be voted at the Annual Meeting of Shareholders to
be held on Thursday, September 28, 1995, in accordance with the foregoing
notice. The Proxy Statement and accompanying proxy card are being mailed to the
Shareholders on or about August 23, 1995.
The mailing address of the Corporation is 320 N. Meridian Street, Suite
818, Indianapolis, Indiana 46204.
Each of the persons named as proxies in the accompanying proxy card was
selected by the Board of Directors and is a director of the Corporation. Any
proxy may be revoked by the person giving it at any time before it is exercised
by delivering to the Secretary of the Corporation either a written notice of
revocation or a duly executed proxy bearing a later date, or by attending the
annual meeting and voting in person. Shares represented by a proxy, properly
executed and returned to management, and not revoked, will be voted at the
annual meeting.
Shares will be voted in accordance with the direction of the
Shareholders as specified on the proxy. In the absence of directions, the proxy
will be voted "FOR" the election of the nominees set forth below (or, in the
event that any of them shall not be available for election by reason of death or
other unexpected occurrence, such other substitute nominee as the Board of
Directors may propose). Any other matters that may properly come before the
meeting will be acted upon by the persons named in the accompanying proxy in
accordance with their discretion.
RECORD DATE AND VOTING SECURITIES
The Board of Directors has fixed the close of business on August 18,
1995 as the record date for the determination of Shareholders entitled to notice
of and to vote at the annual meeting and any adjournment or adjournments
thereof. As of June 20, 1995 the Corporation had 393,735 shares of Common Stock
outstanding and entitled to vote. Each share of Common Stock is entitled to one
vote in person or by proxy on each proposal submitted at the meeting. Under the
Indiana Business Corporation Law, directors are elected by a plurality of the
votes cast by shares entitled to vote in the election at a meeting at which a
quorum is present.
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PRINCIPAL HOLDERS OF COMMON STOCK
The following table contains information concerning persons, who, to
the knowledge of the Corporation, beneficially owned on August 18 , 1995 more
than 5% of the outstanding shares of Common Stock of the Corporation:
Name and Address of Amount and Nature of Percent
Beneficial Owner Beneficial Ownership of Class
---------------- -------------------- --------
The Windward Group, L.L.C. 150,000(1) 30.3%
100 Jericho Quadrangle
Suite 212
Jericho, NY 11753
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(1) Includes 100,000 shares of Common Stock subject to a currently
exercisable warrant expiring on September 21, 1997 and exercisable at
$3.00 per share (the "Warrant").
The Board of Directors currently consists of four members whose terms
will expire at the next annual meeting of Shareholders or when their successors
are duly elected and qualified. Directors will be elected by a plurality of the
votes cast at the annual meeting.
Set forth in the following table are the names and ages of all nominees
to the board of directors, all positions and offices with the Corporation held
by such persons, the period during which they have served as members of the
board of directors, their business experience, and other directorships held by
them in public companies.
Business Experience
Directors/Position Director During Last Five Years;
In Corporation Age Since Other Directorships
-------------- --- ----- -------------------
Jack C. Brown 75 1959 Attorney at Law
Secretary Indianapolis, Indiana
since 1945
Joel M. Greenblatt 36 1993 Managing Partner of
Chairman of the Board Gotham Capital III L.P.
("Gotham") and its
predecessors since 1985.
Gotham is a private
investment partnership
which primarily owns
debt and equity secur-
ities of issuers engaged
in a variety of
businesses.
Chairman of the Board
since August 1994, of
Alliant Techsystems,
Inc., a Delaware
corporation which
supplies weapons systems
to the United States
military and its allies.
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Business Experience
Directors/Position Director During Last Five Years;
In Corporation Age Since Other Directorships
-------------- --- ----- -------------------
Daniel L. Nir 34 1993 Managing Partner
President and of Gotham since 1991
Treasurer and general partner of
Gotham prior thereto.
Director, since August,
1994, of Alliant
Techsystems, Inc., a
Delaware corporation
which supplies weapons
systems to the United
States military and its
allies.
Edward B. Grier III 37 1993 Vice President of Gotham
since 1991 and a partner
of Gotham since
January 1, 1995. Mr.
Grier was vice president
of Smith New Court, a
merger and restructuring
advisory firm from
1990-91, a research
associate with Paine
Webber, Inc. from
1987-90, and a senior
financial analyst with
Transworld Corporation
from 1985-87.
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BOARD OF DIRECTORS MEETINGS; COMMITTEES
During the fiscal year ended March 31, 1995, the Board of Directors
held no formal meetings. Members of the Board frequently confer informally in
person and by telephone and also take formal action by written consent. The
Board of Directors believes that this procedure is sufficient to serve the
current needs of the Corporation without undue expenses of frequent formal
meetings. All Directors participated in all meetings.
The Board of Directors does not have any standing audit, nominating or
compensation committees or committees performing similar functions.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Based solely on a review of Forms 3 and 4 and amendments thereto,
furnished to the Corporation during the fiscal year ended March 31, 1995 and
Forms 5 and amendments thereto furnished to the Corporation with respect to the
fiscal year ended March 31, 1995, no director, officer or beneficial owner of
more than 10% of the Corporation's equity securities failed to file on a timely
basis reports required by Section 16(a) of the Exchange Act during the fiscal
years ended March 31, 1995 and March 31, 1994.
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REMUNERATION OF DIRECTORS AND OFFICERS
Except as noted below, none of the Corporation's Directors, Chief
Executive Officer and other executive officers of the Corporation (collectively
the "Named Executives") received salary, bonus or other annual compensation for
rendering services to the Corporation during the fiscal years ended March 31,
1995, March 31, 1994 and March 31, 1993.
During the fiscal year ended March 31, 1993, and during a portion of
the fiscal year ended March 31, 1994, the Company paid the Zimmerman Group,
Inc., a monthly fee of $2,000 for financial consulting services including the
evaluation of acquisition and merger opportunities. The Zimmerman Group, Inc. is
owned and controlled by Bernard Zimmerman, who was a director, officer and
principal stockholder of the Company at all times during such periods and until
September 30, 1993. The total annual compensation payable in such periods to Mr.
Zimmerman for such consulting services was $24,000 for the fiscal year March 31,
1993, and $12,000 for the six months ended September 30, 1993.
During a portion of the fiscal year ended March 31, 1994 and during all
of the fiscal year ended March 31, 1995, pursuant to a Consulting Agreement
dated as of September 30, 1993 between Bernard Zimmerman & Co., Inc. and the
Windward Group, L.L.C., a principal stockholder of the Company, Bernard
Zimmerman & Co. was paid for consulting services provided for the benefit of the
Company. In the period from October 1, 1993 through March 31, 1994, Bernard
Zimmerman & Co. was paid $18,000. In the period from April 1, 1994 through March
31, 1995, Bernard Zimmerman & Co. was paid $36,000. All such payments were made
by the Windward Group, L.L.C. No Company funds were used to make such payments.
During the three fiscal years ended March 31, 1995, the Corporation
paid to Jack C. Brown, Secretary and a Director, a monthly fee of $500 for
administrative services that he renders to the Corporation. Such fee is on a
month to month arrangement.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth as of the record date the beneficial
share ownership of each director and executive officer owning Common Stock, and
of all officers and directors as a group.
Amount and
Nature of
Beneficial Beneficial Percent
Owner Ownership of Class
----- --------- --------
Joel M. Greenblatt 150,000 (1) 29.5%
100 Jericho Quadrangle
Suite 212
Jericho, NY 11753
Daniel L. Nir 150,000 (1) 29.5%
100 Jericho Quadrangle
Suite 212
Jericho, NY 11753
Jack C. Brown 20,456 (2) 4.02%
320 N. Meridian St.
Suite 818
Indianapolis, IN 46204
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Edward B. Grier III 0 *
100 Jericho Quadrangle
Suite 212
Jericho, NY 11753
All directors and
officers as a group 170,456 33.51%
(4 persons)
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*Less than 1%
(1) Includes 100,000 Shares subject to a currently exercisable Stock Warrant
issued to the Windward Group L.L.C. Ownership by Mr. Nir and Mr. Greenblatt
is indirect as a result of their membership interest in The Windward Group,
L.L.C. Mr. Nir and Mr. Greenblatt disclaim individual beneficial ownership
of any common stock of the Corporation. The address of The Windward Group,
L.L.C. is 100 Jericho Quadrangle, Suite 212, Jericho, New York 11753.
(2) Includes 15,000 shares subject to currently exercisable stock options
granted on June 11, 1983, as amended, and expiring on September 21, 1997,
with a per share exercise price of $3.00.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" EACH OF THE NOMINEES
TO THE BOARD OF DIRECTORS.
ACCOUNTANT
The Independent Auditor for the Corporation is the firm of Sallee &
Company which have been the accountants for the Corporation since its inception.
A representative of Sallee & Company will be present at the annual
meeting and will be provided an opportunity to make a statement should he or she
desire to do so and to respond to appropriate inquiries from the Shareholders.
SHAREHOLDER PROPOSALS
Shareholder proposals to be considered for inclusion in next year's
Proxy Statement must be received by the Corporation at its headquarters, 320 N.
Meridian Street, Suite 818, in Indianapolis, Indiana, by the close of business
on March 31, 1996, to be considered. Any proposal submitted will be subject to
the rules of the Securities and Exchange Commission regarding Shareholder
proposals.
OTHER MATTERS
The Board of Directors of the Corporation knows of no other matters to
be presented for action at the meeting. If any other matters should properly
come before the meeting or any adjournment thereof, such matters will be acted
upon by the persons named as proxies in the accompanying proxy according to
their best judgment in the best interests of the Corporation.
All expenses of the solicitation of proxies will be paid by the
Corporation. Officers, Directors and regular employees of the Corporation may
also solicit proxies by telephone or telegram or by special calls. The
Corporation may also reimburse brokers and other persons holding stock in their
names or in names of their nominees for their expenses in forwarding proxies and
proxy material to the beneficial owners of the Corporation's stock.
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The Annual Report to Shareholders, which contains financial statements
for the year ended March 31, 1995 and other information concerning the operation
of the Corporation, is enclosed herewith, but is not to be regarded as proxy
soliciting materials.
Each Shareholder is urged to complete, date, sign and return the
enclosed proxy card in the envelope provided for that purpose. Prompt response
is helpful and your cooperation will be appreciated.
By Order of the Board of Directors,
JACK C. BROWN,
Secretary
DATED: August 21, 1995
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THE ST. LAWRENCE SEAWAY CORPORATION
Proxy For Annual Meeting of Shareholders To Be Held September 28, 1995
The Proxy is Solicited on Behalf of the Board of Directors
The undersigned appoints Edward B. Grier and Jack C. Brown as Proxies, and
each of them, with full power of substitution, and hereby authorizes them to
represent and to vote all of the shares of Common Stock of The St. Lawrence
Seaway Corporation owned by the undersigned on August 18, 1995 at the Annual
Meeting of the Shareholders to be held on September 28, 1995, and at any
adjournment thereof, on the matters and in the manner specified below.
When properly executed, this Proxy will be voted in the manner directed
herein by the undersigned Shareholder. Unless otherwise specified, the shares
will be voted FOR Item 1. The shares represented by this Proxy will be voted
with respect to Item 2 in the discretion of the proxy holders.
The Board of Directors recommends a vote FOR Item 1.
1. The following nominees will be voted for as directors: Joel M. Greenblatt,
Daniel L. Nir, Jack C. Brown, Edward B. Grier.
_ FOR _ WITHHOLD
(INSTRUCTION: To withhold authority for any individual nominee, write that
nominee's name on the line provided below.)
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(Continued and to be signed on the other side.)
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2. In their discretion to vote upon such other business as may come before
the meeting or any adjournment thereof.
This proxy may be revoked at any time before it is exercised.
PLEASE SIGN EXACTLY AND AS FULLY
AS SHOWN ON THIS PROXY CARD.
When shares are held by joint tenants,
both should sign. When signing as
attorney, executor, administrator,
personal representative, trustee or
guardian, please give full title as
such. If a corporation, please sign in
full corporate name by President or
other authorized officer. If a
partnership, please sign in partnership
name by authorized person.
Dated: ___________________________, 1995
Signature ______________________________
Signature if held jointly ______________
IMPORTANT: Please complete, sign, date and return this proxy promptly in the
enclosed envelope. No postage is required if mailed in the United States.
