SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT TO APPLICATION OR REPORT
Filed pursuant to Section 12, 13 or 15(d) of
THE SECURITIES EXCHANGE ACT OF 1934
THE ST. LAWRENCE SEAWAY CORPORATION
(Exact name of registrant as specified in charter)
AMENDMENT NO. 1
The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of its Annual Report on Form 10-K for the
Fiscal Year ended March 31, 1996, as set forth in the pages attached hereto:
Item 10: Directors and Executive Officers of the Registrant
Item 11: Executive Compensation
Item 12: Security Ownership of Certain Beneficial Owners and
Item 13: Certain Relationships and Related Transactions
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
THE ST. LAWRENCE SEAWAY CORPORATION
(Registrant)
Dated: July 25, 1996 By: /s/ Daniel L. Nir
-------------------
Daniel L. Nir
Treasurer
(Principal Financial Officer)
The text of Items 10, 11, 12 and 13 comprising Part III of Registrant's
Annual Report on Form 10-K, as amended, for the fiscal year ended March 31,
1996, which presently consists of an incorporation by reference to registrant's
definitive proxy statement, is hereby amended to substitute therefor the full
text of such Items as set forth in the pages attached hereto.
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AMENDED ITEMS 10, 11, 12 AND 13
OF THE
ANNUAL REPORT ON FORM 10-K OF
THE ST. LAWRENCE SEAWAY CORPORATION (the "Company")
FOR ITS FISCAL YEAR ENDED MARCH 31, 1996
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
--------------------------------------------------
Set forth in the following table are the names and ages of all persons who
were members of the Board of Directors of the Company at March 31, 1996, all
positions and offices with the Company held by such persons, their business
experience, the period during which they have served as members of the board of
directors and other directorships held by them.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Business
Experience
Directors/Position Director During Last Other
In Company Age Since Five Years Directorships
- ---------- --- ----- ---------- -------------
Jack C. Brown 77 1959 Attorney at Law None
Secretary Indianapolis,
Indiana
since 1945
Joel M. Greenblatt 38 1993 Managing Partner Director since August
of Gotham 1994 of Alliant
Capital III L.P Techsystems, Inc., a
("Gotham") and its Delaware corporation
predecessors since 1985 which supplies
Gotham is a private weapons systems
investment partnership to the milatary and
which owns securities, its allies.
equity interests, distressed
debt, trade claims and
bonds, derivatives, and
options and warrants of
issuers engaged in a variety
of businesses.
Daniel L. Nir 35 1993 Managing Partner Director since August
President and of Gotham since 1991 1994 of Alliant
Treasurer and general partner of Techsystems, Inc., a
Gotham prior thereto. Delaware corporation
which supplies weapons
systems to the United
States military and its
allies.
Edward B. Grier 38 1993 Vice President of None
Gotham since 1991
and a limited 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.
</TABLE>
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Directors of the Company are elected by a plurality of the votes cast at
the Annual Meeting of Shareholders. Each Director's current term of office will
expire at the next annual meeting of Shareholders or when a successor is duly
elected and qualified. Executive officers of the Company are elected annually
for a term of office expiring at the Board of Directors meeting immediately
following the next succeeding Annual Meeting of Shareholders, or until their
successors are duly elected and qualified.
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 Company during the fiscal year ended March 31, 1996 and Forms 5 and
amendments thereto furnished to the Company with respect to the fiscal year
ended March 31, 1996, no director, officer or beneficial owner of more than 10%
of the Company'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, 1996 and March 31, 1995.
ITEM 11. EXECUTIVE COMPENSATION
----------------------
Except as noted below, neither the Company's Chief Executive Officer nor
any other executive officers of the Company (collectively the "Named
Executives") received salary, bonus or other annual compensation for
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rendering services to the Company during the fiscal years ended March 31, 1996,
March 31, 1995 and March 31, 1994.
During a portion of the fiscal year ended March 31, 1994 and during all of
the fiscal years ended March 31, 1995 and March 31, 1996, 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 each of the fiscal periods
from April 1, 1994 through March 31, 1995 and April 1, 1995 through March 31,
1996, 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, 1996, the Company paid to
Jack C. Brown, Secretary and a Director, a monthly fee of $500 for
administrative services that he renders to the Company. Such fee is on a month
to month arrangement.
SUMMARY COMPENSATION TABLE
As permitted by Item 402 of Regulation S-K, the Summary Compensation Table
has been intentionally omitted as there was no compensation awarded to, earned
by or paid to the Named Executives which is required to be reported in such
Table for any fiscal year covered thereby.
OPTION/SAR GRANTS IN FISCAL YEAR ENDED MARCH 31, 1996
No options or Stock appreciation rights were granted in the fiscal year
ended March 31, 1996.
AGGREGATED OPTION/SAR EXERCISES IN FISCAL YEAR ENDED
MARCH 31, 1996 AND FISCAL YEAR-END OPTION/SAR VALUES
The Company has a stock option plan originally adopted by the Shareholders
on June 12, 1978, and revised and approved by the Shareholders on June 13, 1983,
September 21, 1987 and August 28, 1992. The following table summarizes options
exercised during fiscal year 1996 and presents the value of unexercised options
held by the Named Executives at fiscal year end. There are currently no
outstanding stock appreciation rights.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
Value of Unexercised
Number of Unexercised In-The-Money
Shares Options/SAR's Options/SAR's
Acquired Value At Fiscal Year-End At Fiscal Year-End
On Exercise Realized (#) (#) ($) ($)
Name # ($) Exercisable Unexercisable Exercisable Unexercisable
- ---- - --- ----------- ------------- ----------- -------------
Joel M. Greenblatt 0 0 0 0 0 0
Daniel L. Nir 0 0 0 0 0 0
Edward B. Grier, III 0 0 0 0 0 0
Jack C. Brown 0 0 15,000 0 45,000 0
</TABLE>
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LONG-TERM INCENTIVE PLANS - AWARDS IN FISCAL YEAR ENDED MARCH 31, 1996
Not applicable.
COMPENSATION OF DIRECTORS
The By-laws of the Company provide for Directors to receive a fee of $100
for each meeting of the Board of Directors which they attend plus reimbursement
for reasonable travel expense. The Company paid $100 to Jack Brown for
attendance at the 1995 annual meeting of Stockholders. No other fees were paid
to Directors for meetings in fiscal year 1996.
As discussed above, during the fiscal year ended March 31, 1996, the
Company paid Jack C. Brown, Secretary and a Director, a monthly fee of $500 for
administrative services that he renders to the Company.
COMPENSATION COMMITTEE INTERLOCK AND INSIDER PARTICIPATION
The Board of Directors does not have any standing audit, nominating or
compensation committees or any other committees performing similar functions.
Therefore, there are no relationships or transactions involving members of the
Compensation Committee during the fiscal year ended March 31, 1996 required to
be reported pursuant to Item 402(j) of Regulation S-K.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
--------------------------------------------------------------
The following table sets forth as of July 25, 1996 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
Edward B. Grier III 0 *
100 Jericho Quadrangle
Suite 212
Jericho, NY 11753
All directors and
officers as a group 170,456 33.5%
(4 persons)
- ---------------------
*Less than 1%
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(1) Includes 100,000 Shares subject to a currently exercisable Stock Warrant
issued to the Windward Group L.L.C. Ownership of 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 Company. 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.
No other person or group has reported that it is the beneficial owner of
more than 5% of the outstanding Common Stock of the Company.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
----------------------------------------------
Not applicable.
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