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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 November 12, 1998
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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,
November 12, 1998 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 October 2,
1998 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,
/s/ JACK C. BROWN
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JACK C. BROWN,
Secretary
Dated: October 1, 1998
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<PAGE>
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, November 12, 1998, in accordance with the foregoing notice.
The Proxy Statement and accompanying proxy card are being mailed to the
Shareholders on or about October 8, 1998.
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 October 2,
1998 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 30, 1998 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
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<PAGE>
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 30, 1998 more
than 5% of the outstanding shares of Common Stock of the Corporation:
<TABLE>
<CAPTION>
NAME AND ADDRESS OF AMOUNT AND NATURE OF PERCENT
BENEFICIAL OWNER BENEFICIAL OWNERSHIP OF CLASS
---------------- -------------------- --------
<S> <C> <C>
The Windward Group, L.L.C. 150,000(1) 30.3%
100 Jericho Quadrangle
Suite 212
Jericho, NY 11753
</TABLE>
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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.
<TABLE>
<CAPTION>
BUSINESS EXPERIENCE
DIRECTORS/POSITION DIRECTOR DURING LAST FIVE YEARS;
IN CORPORATION AGE SINCE OTHER DIRECTORSHIPS
- ------------------ --- -------- -----------------------
<S> <C> <C> <C>
Jack C. Brown 79 1959 Attorney at Law
Secretary Indianapolis, Indiana since 1945
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
BUSINESS EXPERIENCE
DIRECTORS/POSITION DIRECTOR DURING LAST FIVE YEARS;
IN CORPORATION AGE SINCE OTHER DIRECTORSHIPS
- ------------------ --- -------- -----------------------
<S> <C> <C> <C>
Joel M. Greenblatt 40 1993 Managing Partner of Gotham Capital III
Chairman of the Board 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 37 1993 Manager of Sargeant Capital Ventures,
President and Treasurer LLC since
December 1997. Managing Partner of
Gotham since 1991 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 40 1993 Vice President of Gotham since 1991 and
Vice President a limited partner of Gotham since
January 1, 1995.
</TABLE>
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BOARD OF DIRECTORS MEETINGS; COMMITTEES
During the fiscal year ended March 31, 1998, the Board of Directors
held one formal telephone meeting. 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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<PAGE>
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, 1998 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, 1998 and March 31, 1997.
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, 1998, March 31,
1997 and March 31, 1996.
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. on behalf of the Company.
They were recognized as an expense by the Company and treated as a contribution
of Capital by Windward to the Company. No such payments were made during the
fiscal year ended March 31, 1997 or March 31, 1998.
During each of the three fiscal years ended March 31, 1996, March 31,
1997, and March 31, 1998 the Company paid to Jack C. Brown, Secretary and a
Director, a monthly fee of $500 for administrative services that he renders to
the Company. Such fee is on a month to month arrangement.
SUMMARY COMPENSATION TABLE
As permitted by Item 402 of Regulation S-K, the Summary Compensation
Table has been intentionally omitted as there was no compensation awarded to,
earned by or paid to the Named Executives which is required to be reported in
such Table for any fiscal year covered thereby.
OPTION/SAR GRANTS IN FISCAL YEAR ENDED MARCH 31, 1998
No options or Stock appreciation rights were granted in the fiscal year
ended March 31, 1998.
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<PAGE>
AGGREGATED OPTION/SAR EXERCISES IN FISCAL YEAR ENDED
MARCH 31, 1997 AND FISCAL YEAR-END OPTION/SAR VALUES
The Company has a stock option plan originally adopted by the
Shareholders on June 12, 1978, and revised and approved by the Shareholders on
June 13, 1983, September 21, 1987 and August 28, 1992. The Company currently has
one outstanding Stock Option Agreement entered into pursuant to the Plan. The
option's granted thereunder expire on September 21, 2002. The following table
summarizes options exercised during fiscal year 1997 and presents the value of
unexercised options held by the Named Executives at fiscal year end. There are
currently no outstanding stock appreciation rights.
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED NUMBER IN-THE-MONEY
SHARES OF UNEXERCISED OPTIONS/SAR'SOPTIONS/SAR'S
ACQUIRE VALUE AT FISCAL YEAR-END AT FISCAL YEAR-END(D)
ON EXERCISE REALIZED (#) (#) ($) ($)
NAME # ($) 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, 1998
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 1998.
As discussed above, during the fiscal year ended March 31, 1998, 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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<PAGE>
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.
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF
BENEFICIAL BENEFICIAL PERCENT
OWNER OWNERSHIP OF CLASS
- ---------- ---------- --------
<S> <C> <C>
The Windward Group, L.L.C. 150,000 1 29.5%
100 Jericho Quadrangle
Suite 212
Jericho, NY 11753
Joel M. Greenblatt 150,000 2 29.5%
100 Jericho Quadrangle
Suite 212
Jericho, NY 11753
Daniel L. Nir 150,000 2 29.5%
100 Jericho Quadrangle
Suite 212
Jericho, NY 11753
Jack C. Brown 20,456 3 4.02%
320 N. Meridian St.
Suite 818
Indianapolis, IN 46204
</TABLE>
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1 Includes 100,000 Shares subject to a currently exercisable Stock
Warrant issued to the Windward Group L.L.C. pursuant to a Warrant Agreement
dated September 24, 1986, and amended on July 6, 1992, August 28, 1992 and
September 15, 1997.
2 Includes 100,000 Shares subject to a currently exercisable Stock
Warrant issued to the Windward Group L.L.C. pursuant to a Warrant Agreement
dated September 24, 1986, and amended on July 6, 1992, August 28, 1992 and
September 15, 1997. 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.
3 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.
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<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
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)
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*Less than 1%
</TABLE>
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.
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, 1999, to be considered. Any proposal submitted will be subject to
the rules of the Securities and Exchange Commission regarding Shareholder
proposals.
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<PAGE>
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.
The Annual Report to Shareholders, which contains financial statements
for the year ended March 31, 1998 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,
/s/ JACK C. BROWN
--------------------------------------
JACK C. BROWN,
Secretary
DATED: October 1, 1998
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<PAGE>
THE ST. LAWRENCE SEAWAY CORPORATION
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS TO BE HELD NOVEMBER 12, 1998
THE PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned appoints Edward B. Gier 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 October 2, 1998 at the Annual
Meeting of Shareholders to be held on November 12, 1998, 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 recomends 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. Gier
[ ] FOR [ ] WITHHOLD
(INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name on the space provided below.)
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(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 exersised.
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 represenative, 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 an authorized person.
DATED , 1998
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Signature
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Signature if held jointly
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IMPORTANT: Please complete, sign, date and return this proxy promptly in the
enclosed envelope. No postage is required if mailed in the United States.
