SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13D-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13D-1(A)
AND AMENDMENTS THERETO FILED PURSUANT TO 13D-2(A)
(AMENDMENT NO. __) (1)
The St. Lawrence Seaway Corporation
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $1.00 per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
791162 10 0
-----------
(CUSIP Number)
Kevin J. Bay
W288 S290 Elmhurst Drive
Waukesha, WI 53188
(414) 968-3055
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
October 20, 1999
----------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
_______________________
(1) The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
CUSIP No. 791162 10 0 13D Page 2 of 6 Pages
------------- -- --
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Kevin J. Bay
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO [ ]
ITEMS 2(D) OR 2(E)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
7 SOLE VOTING POWER
NUMBER OF 600
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 18,000
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH REPORTING 600
PERSON WITH 10 SHARED DISPOSITIVE POWER
18,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,600
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.7%
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
CUSIP No. 791162 10 0 13D Page 3 of 6 Pages
------------- -- --
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Dianne M. Bay
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO [ ]
ITEMS 2(D) OR 2(E)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
7 SOLE VOTING POWER
NUMBER OF 1,900
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 18,000
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH REPORTING 1,900
PERSON WITH 10 SHARED DISPOSITIVE POWER
18,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,900
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.1%
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
SCHEDULE 13D
CUSIP NO. 791162 10 0 Page 4 of 6 Pages
--------------------- - -
ITEM 1. SECURITY AND ISSUER
---------------------
This statement relates to Common Stock, par value $1.00 per share
("Common Stock"), of The St. Lawrence Seaway Corporation (the "Company"). The
principal executive offices of the Company are located at 320 North Meridan
Street, Suite 818, Indianapolis, Indiana 46204.
ITEM 2. IDENTITY AND BACKGROUND
-------------------------
(a)-(c) Pursuant to Rules 13d-1(f)(1)-(2) of Regulation 13D-G the
General Rules and Regulations under the Securities Exchange Act of 1934 (the
"Act"), this Schedule 13D is filed on behalf of certain individuals identified
below (the "Reporting Persons") who, pursuant to Rule 13d-5(b)(1), may be deemed
as a group to have acquired beneficial ownership of the Common Stock of the
Company as a result of such individuals' purchasing certain shares of the Common
Stock with personal funds, for personal investment purposes, through various
market transactions.
Although the Reporting Persons are making this joint filing, neither
the fact of this filing nor anything contained herein shall be deemed to be an
admission by the Reporting Persons that a group exists within the meaning of the
Act.
The names, residence or business address, and present principal
occupation or employment, and the name, principal business and address of any
corporation or other organization in which such employment is conducted for the
Reporting Persons are as follows:
Kevin J. Bay. Mr. Bay's resident address is W288 S290 Elmhurst Drive,
------------
Waukesha, Wisconsin 53188. Mr. Bay is a stockbroker with Smith Barney, Inc., at
N17 W24222 Riverwood Drive, Suite 150, Waukesha, Wisconsin 53188.
Dianne M. Bay. Ms. Bay's resident address is W288 S290 Elmhurst
---------------
Drive, Waukesha, Wisconsin 53188. Ms. Bay is a homemaker.
(d) None of the persons identified in this Item 2 has, during the
last five years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) None of the persons identified in this Item 2 has, during the
last five years, been a party to any civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of which such
person was or is subject to a judgment, decree, or final order enjoining future
violations of, or prohibiting or mandating activities with respect to, federal
or state securities laws or a finding of any violations with respect to such
laws.
(f) All of the individuals identified in this Item 2 are citizens of
the United States of America.
<PAGE>
SCHEDULE 13D
CUSIP NO. 791162 10 0 Page 5 of 6 Pages
--------------------- - -
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
--------------------------------------------------------
The Common Stock of the Company held by the Reporting Persons was
acquired with personal funds in various market transactions dating from May 21,
1997 to October 20, 1999.
ITEM 4. PURPOSE OF TRANSACTION
------------------------
The purpose of the Reporting Persons acquisition of Common Stock of
the Company is for personal investment.
The Reporting Persons do not have any present plans or proposals which
relate to or would result in: (a) the acquisition by any person of additional
securities of the Company or the disposition of securities of the Company; (b)
an extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Company or any of its subsidiaries; (c) a sale or
transfer of a material amount of assets of the Company or any of its
subsidiaries; (d) any change in the present Board of Directors or management of
the Company, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the Board; (e) any material
change in the present capitalization or dividend policy of the Company; (f) any
other material change in the Company's business or corporate structure; (g)
changes in the Company's charter, by-laws, or other instruments corresponding
thereto or other actions which may impede the acquisition of control of the
Company by any person; (h) causing a class of common stock of the Company to be
delisted from a national securities exchange or to cease to be authorized to be
quoted in an inter-dealer quotation system of a registered national securities
association; (i) a class of equity securities of the Company becoming eligible
for termination of registration pursuant to Section 12(g)(4) of the Act; or (j)
any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
-----------------------------------------
(a)-(b) Although each Reporting Person disclaims beneficial ownership
of any shares of Common Stock beneficially owned by each other Reporting Person,
pursuant to the Act and regulations thereunder the Reporting Persons may be
deemed as a group to have acquired beneficial ownership of 20,500 shares of
Common Stock, representing approximately 5.2% of the outstanding Common Stock as
of January 13, 2000.
Each person named in response to Item 2 hereof has, as of January 13,
2000 or as of such other date specified below, sole or shared power to vote or
to direct the vote and sole or shared power to dispose or to direct the
disposition of Common Stock as follows:
Kevin J. Bay. Mr. Bay has the sole power to vote 600 shares of Common
------------
Stock and the sole power to dispose of 600 shares of Common Stock, and shared
power to vote 18,000 shares of Common Stock and shared power to dispose of
18,000 shares of Common Stock, which constitutes approximately 4.7% of the
outstanding Common Stock in the aggregate.
<PAGE>
SCHEDULE 13D
CUSIP NO. 791162 10 0 Page 6 of 6 Pages
--------------------- - -
Dianne M. Bay. Ms. Bay has the sole power to vote 1,900 shares of
---------------
Common Stock and the sole power to dispose of 1,900 shares of Common Stock, and
shared power to vote 18,000 shares of Common Stock and shared power to dispose
of 18,000 shares of Common Stock, which constitutes approximately 5.1% of the
outstanding Common Stock in the aggregate.
(c) There have been no transactions in Common Stock of the Company by
any of the Reporting Persons during the 60 days prior to January 13, 2000.
(d) No other person is known by the undersigned to have the right to
receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, the Common Stock.
(e) It is inapplicable for the purposes herein to state the date on
which a Reporting Person ceased to be the beneficial owner of more than five
percent of the class of securities.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIP WITH RESPECT TO
-----------------------------------------------------------------------
SECURITIES OF THE ISSUER
---------------------------
Kevin J. Bay and Dianne M. Bay are husband and wife. The Bays own
18,000 shares of Common Stock of the Company in a joint account.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS
--------------------------------------
None.
After reasonable inquiry and to the best of our knowledge and belief,
we certify that the information set forth in this statement is true, complete
and correct.
Dated: January 17, 2000
/s/ Kevin J. Bay
-------------------
Kevin J. Bay
/s/ Dianne M. Bay
--------------------
Dianne M. Bay
