SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, For Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
The St. Lawrence Seaway Corporation
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(Name of Registrant as Specified In Its Charter)
Not Applicable
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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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:
5) Total fee paid:
*Set forth the amount on which the filing fee is calculated and state how it was
determined.
[ ] Fee paid previously with preliminary materials:
[ ] 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:
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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 December 15, 1999
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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 Wednesday,
December 15, 1999 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 November 12,
1999 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: November 10, 1999
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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 Wednesday, December 15, 1999, in accordance with the foregoing
notice. The Proxy Statement and accompanying proxy card are being mailed to the
Shareholders on or about November 16, 1999.
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 November 12,
1999 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 November 1, 1999 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.
<PAGE>
PRINCIPAL HOLDERS OF COMMON STOCK
The following table contains information concerning persons, who, to
the knowledge of the Corporation, beneficially owned on November 1, 1999 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 AWarrant 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 80 1959 Attorney at Law
Secretary Indianapolis, Indiana since
1945. No other directorships
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Business Experience
Directors/Position Director During Last Five Years;
In Corporation Age Since Other Directorships
- ------------------- --- -------- ---------------------------
Joel M. Greenblatt 41 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 38 1993 Manager of Grace Capital,
L.P. since President and
Treasurer December, 1998.
Manager of Sargeant Capital
Ventures, LLC since
December 1997. Managing
Partner of Gotham Capital
III, L.P. 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 41 1993 Partner of Grace Capital,
L.P. since January, 1999;
Vice President of Gotham
Capital II, L.P. from
1991-1994 and Limited
partner of Gotham from
January 1, 1995 through
December 31, 1998. No other
directorships.
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BOARD OF DIRECTORS MEETINGS; COMMITTEES
During the fiscal year ended March 31, 1999 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, 1999 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, 1999 and March 31, 1998.
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, 1999, March 31,
1998 and March 31, 1997.
During each of the three fiscal years ended March 31, 1997, March 31,
1998, and March 31, 1999 the Company paid to Jack C. Brown, Secretary and a
Director, a monthly fee of $500 for administrative services that he renders to
the Company. Such fee is on a month to month arrangement.
Summary Compensation Table
As permitted by Item 402 of Regulation S-K, the Summary Compensation
Table has been intentionally omitted as there was no compensation awarded to,
earned by or paid to the Named Executives which is required to be reported in
such Table for any fiscal year covered thereby.
Option/SAR Grants in Fiscal Year Ended March 31, 1999
No options or Stock appreciation rights were granted in the fiscal year
ended March 31, 1999.
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<PAGE>
AGGREGATED OPTION/SAR EXERCISES IN FISCAL YEAR ENDED
MARCH 31, 1999 AND FISCAL YEAR-END OPTION/SAR VALUES
The Company has a stock option plan originally adopted by the
Shareholders on June 12, 1978, and revised and approved by the Shareholders on
June 13, 1983, September 21, 1987 and August 28, 1992. The Company currently has
one outstanding Stock Option Agreement entered into pursuant to the Plan. The
option=s granted thereunder expire on September 21, 2002. The following table
summarizes options exercised during fiscal year 1999 and presents the value of
unexercised options held by the Named Executives at fiscal year end. There are
currently no outstanding stock appreciation rights.
<TABLE>
<CAPTION>
Value of Unexercised Number In-The-Money
Shares of Unexercised Options/SAR's Options/SAR's
Acquire Value At Fiscal Year-End At Fiscal Year-End(d)
on Exercise Realized (#) (#) ($) ($)
Name # ($) 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 1999.
As discussed above, during the fiscal year ended March 31, 1999, 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, 1999 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.
Beneficial Amount & Nature of Percent
Owner Beneficial Ownership of Class
- ---------- -------------------- --------
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
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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>
Beneficial Amount & Nature of Percent
Owner Beneficial Ownership of Class
- ---------- -------------------- --------
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%
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, 2000, 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.
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<PAGE>
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, 1999 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: November 10, 1999
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