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 October 30, 1997
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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 Tuesday, October
30, 1997 at 10:00 o'clock a.m. (Indianapolis Time) at the Indianapolis Athletic
Club, 350 North 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 September 23,
1997 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: September 29, 1997
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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, October 30, 1997, in accordance with the foregoing notice.
The Proxy Statement and accompanying proxy card are being mailed to the
Shareholders on or about September 29, 1997.
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 September 23,
1997 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 September 8, 1997 the Corporation had 393,735 shares of Common
Stock outstanding and entitled to vote. Each
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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.
PRINCIPAL HOLDERS OF COMMON STOCK
The following table contains information concerning persons, who, to the
knowledge of the Corporation, beneficially owned on September 8, 1997 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
common stock purchase warrant expiring on September 21, 2002 and
exercisable at $3.00 per share (the "Stock Warrant"). Such Stock Warrant
was issued pursuant to an Agreement dated September 24, 1986 (the "Warrant
Agreement"). At a meeting held on September 8, 1997, the Board of Directors
of the Company amended the Stock Warrant and Warrant Agreement to change
the termination and expiration dates thereof from September 21, 1997 to
September 21, 2002.
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 78 1959 Attorney at Law
Secretary Indianapolis, Indiana
since 1945
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Business Experience
Directors/Position Director During Last Five Years;
In Corporation Age Since Other Directorships
- -------------- --- ----- -------------------
Joel M. Greenblatt 39 1993 Managing Partner of Gotham Capital
Chairman of the Board III L.P. ("Gotham") and its
predecessors since 1985.Gotham is a
private investment partnership
which primarily owns debt and
equity securities of issuers
engaged in a variety of businesses.
Director since August 1994, of
Alliant Techsystems Inc., a
Delaware corporation which supplies
weapons systems to the United
States military and its allies.
Daniel L. Nir 36 1993 Managing Partner of Gotham since
President and 1991 and general partner of Gotham
Treasurer 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 39 1993 Vice President of Gotham since
1991 and a limited partner of
Gotham since January 1, 1995.
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BOARD OF DIRECTORS MEETINGS; COMMITTEES
During the fiscal year ended March 31, 1997, 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.
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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, 1997 and Forms 5 and
amendments thereto furnished to the Corporation with respect to the fiscal year
ended March 31, 1996, 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, 1997 and March 31, 1996.
REMUNERATION OF DIRECTORS AND OFFICERS
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 rendering
services to the Company during the fiscal years ended March 31, 1997, March 31,
1996 and March 31, 1995.
During 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 an aggregate $36,000 for
consulting services provided for the benefit of the Company. All such payments
were made by the Windward Group, L.L.C. No Company funds were used to make such
payments, and no such payments were made during the fiscal year ended March 31,
1997.
During the three fiscal years ended March 31, 1997, the Company paid to
Jack C. Brown, Secretary and a Director, a monthly fee of $500 for
administrative services that he renders to the Company. Such fee is on a month
to month arrangement.
Summary Compensation Table
As permitted by Item 402 of Regulation S-K, the Summary Compensation Table
has been intentionally omitted as there was no compensation awarded to, earned
by or paid to the Named Executives which is required to be reported in such
Table for any fiscal year covered thereby.
Option/SAR Grants in Fiscal Year Ended March 31, 1997
No options or Stock appreciation rights were granted in the fiscal year
ended March 31, 1997; however, at a meeting held on September 8, 1997, the Board
of Directors of the Company determined to amend the options originally granted
to Jack Brown, a Director of the Company, on June 18, 1983, by extending the
expiration date thereof from September 21, 1997 to September 21, 2002.
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Aggregated Option/SAR Exercises in Fiscal Year Ended
March 31, 1997 and Fiscal Year-End Option/SAR Values
The Company has a stock option plan originally adopted by the Shareholders
on June 12, 1978, and revised and approved by the Shareholders on June 13, 1983,
September 21, 1987 and August 28, 1992. The following table summarizes options
exercised during fiscal year 1997 and presents the value of unexercised options
held by the Named Executives at fiscal year end. There are currently no
outstanding stock appreciation rights.
<TABLE>
<CAPTION>
Value of Unexercised
Number of Unexercised In-The-Money
Shares Options/SAR's Options/SAR's
Acquired Value At Fiscal Year-End At Fiscal Year-End(d)
On Exercise Realized (#) (#) ($) ($)
Name # ($) Exercisable Unexercisable Exercisable Unexercisable
- ---- ------------- ---------- ------------ -------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
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>
Long-Term Incentive Plans - Awards in Fiscal Year Ended March 31, 1997
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 annual meeting of Stockholders. No other fees were paid to
Directors for meetings in fiscal year 1997.
As discussed above, during the fiscal year ended March 31, 1997, 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, 1997 required to
be reported pursuant to Item 402(j) of Regulation S-K.
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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(3)
- ----- --------- -----------
Joel M. Greenblatt 150,000 (1) 30.3%
100 Jericho Quadrangle
Suite 212
Jericho, NY 11753
Daniel L. Nir 150,000 (1) 30.3%
100 Jericho Quadrangle
Suite 212
Jericho, NY 11753
Jack C. Brown 20,456 (2) 5.0%
320 N. Meridian St.
Suite 818
Indianapolis, IN 46204
Edward B. Grier III 0 0%
100 Jericho Quadrangle
Suite 212
Jericho, NY 11753
All directors and
officers as a group 170,456 33.4%
(4 persons)
- ----------
(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.
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(2) Includes 15,000 shares subject to currently exercisable stock options
granted on June 11, 1983, as amended, and expiring on September 21, 2002,
with a per share exercise price of $3.00.
(3) Pursuant to the rules of the U.S. Securities and Exchange Commission,
shares of Common Stock which an individual or member of a group has a right
to acquire within 60 days pursuant to the exercise of options or warrants
are deemed to be outstanding for the purpose of computing the percentage
ownership of such individual or group, but are not deemed to be outstanding
for the purpose of computing the percentage ownership of any other person
shown in the table.
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, Inc. which have been the accountants for the Corporation since its
inception.
A representative of Sallee & Company, Inc. is expected to 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, 1998, 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, 1997 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: September 29, 1997
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THE ST. LAWRENCE SEAWAY CORPORATION
320 N. Meridian Street, Suite 818
Indianapolis, Indiana 46204
<PAGE>
THE ST. LAWRENCE SEAWAY CORPORATION
Proxy For Annual Meeting of Shareholders To Be Held October 30, 1997
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 September 23, 1997 at the Annual
Meeting of the Shareholders to be held on October 30, 1997, 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.)
____________________________________________________________
(Continued and to be signed on the other side.)
<PAGE>
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: ______________________________, 1997
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.
