July 27, 1994
Dear Fellow Stockholder:
You are cordially invited to attend the Todd Shipyards
Corporation's Annual Meeting of Stockholders to be held on
Thursday, September 29, 1994, at 8:00 a.m., local time, in the
Noble Salon A&B of the Washington Athletic Club, 1325 Sixth
Avenue in Seattle, Washington.
At the Annual Meeting, you are being asked to consider and
vote upon the election of six nominees to the Board of Directors
and the ratification of Ernst & Young as the Company's
independent public accountants. Details of these proposals are
contained in the enclosed proxy statement, which we ask you to
read carefully.
Whether or not you plan to attend the meeting personally,
please take a few minutes to sign, date and mail the enclosed
proxy card or voting instruction card (whichever is enclosed),
which will ensure that your shares are properly represented at
the meeting. A return envelope has been provided for your
convenience.
We look forward to your attendance at the Annual Meeting and
appreciate your continued interest in Todd Shipyards.
Sincerely yours,
/s/ Patrick W.E. Hodgson
Patrick W.E. Hodgson
Chairman & CEO
<PAGE>
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
to be held September 29, 1994
To the Stockholders of Todd Shipyards Corporation:
NOTICE IS HEREBY GIVEN that the 1994 Annual Meeting of
Stockholders (the "Meeting") of Todd Shipyards Corporation, a
Delaware corporation ("Todd" or the "Company"), will be held on
Thursday, September 29, 1994, 8:00 a.m., local time, in the Noble
Salon A&B of the Washington Athletic Club at 1325 Sixth Avenue in
Seattle, Washington, for the following purposes:
1. To elect six directors to serve until the 1995 Annual
Meeting of Stockholders and until their successors are duly
elected and qualified;
2. To ratify the appointment of Ernst & Young as independent
public accountants; and
3. To transact such other business as may properly come before
the meeting or any adjournments thereof.
The Board of Directors of the Company fixed the close of business
on August 5, 1994 as the record date (the "Record Date") for the
determination of stockholders entitled to notice of, and to vote
at, the Meeting. Only holders of the Company's common stock, $.01
par value per share, at the close of business on the Record Date
are entitled to notice of, and to vote at, the Meeting. A
complete list of stockholders entitled to vote at the Meeting
will be available for examination during normal business hours by
a Company stockholder, for purposes related to the Meeting, for a
period of ten days prior to the meeting, at the Company's
corporate offices located at 1801 16th Avenue S.W., Seattle,
Washington.
You are cordially invited to attend the meeting. Whether or not
you plan to attend the Meeting in person, please complete, date
and sign the accompanying proxy card or voting instruction card
(whichever is enclosed) and return it promptly in the enclosed
envelope to ensure that your shares are represented and voted in
accordance with your wishes. You may revoke your proxy by
following the procedures set forth in the accompanying proxy
statement. If you choose, you may still vote in person at the
meeting even though you previously submitted your proxy.
By order of the Board of Directors
/s/ Michael G. Marsh
Michael G. Marsh
Secretary
Seattle, Washington
July 27, 1994
<PAGE>
TODD SHIPYARDS CORPORATION
1801 16th Avenue Southwest
Seattle, Washington 98134
-----------------------------
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
September 29, 1994
---------------------------
GENERAL INFORMATION
This proxy statement and the accompanying proxy card or voting
instruction card (as the case may be) are being furnished in
connection with the solicitation of proxies by and on behalf of
the Board of Directors (the "Board of Directors" or the "Board")
of Todd Shipyards Corporation, a Delaware corporation ("Todd" or
the "Company"), to be used at the 1994 Annual Meeting of
Stockholders of the Company to be held on Thursday, September 29,
1994 at 8:00 a.m. local time, in the Noble Salon A&B of the
Washington Athletic Club, 1325 Sixth Avenue, Seattle, Washington,
and at any adjournment or postponement thereof (the "Meeting").
This proxy statement and the accompanying proxy card or voting
instruction card are first being mailed to the holders of the
Company's common stock, $.01 par value per share (the "Common
Stock"), on or about August 22, 1994.
Stockholders of the Company represented at the meeting in person
or by proxy will consider and vote upon (i) the election of six
directors to serve until the 1995 Annual Meeting of Stockholders
of the Company and until their successors are duly elected and
qualified, (ii) a proposal to ratify the appointment of Ernst &
Young as independent public accountants, and (iii) such other
business as may properly come before the Meeting. The Company is
not aware of any other business to be presented for consideration
at the Meeting.
______________________________________________
PROPOSAL NO. 1
ELECTION OF DIRECTORS
At the Meeting, stockholders will elect six directors, each of
whom will serve until the next Annual Meeting of Stockholders or
until his respective successor shall have been elected and
qualified or until his earlier resignation or removal. The
shares represented by proxy will be voted in favor of the
election of the persons named below unless authorization to do so
is withheld in the proxy. In the event that any of the nominees
should be unavailable to serve as a director, which is not
presently anticipated, it is the intention of the persons named
in the proxy card to select and cast their votes for the election
of such other person or persons as the Board of Directors may
designate.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR
THE ELECTION OF THE NOMINEES IDENTIFIED BELOW.
______________________________________________
Information Concerning the Nominees
The following table sets forth the name of each Nominee for
election to the Board of Directors, his age, his principal
occupation for at least the past five years and the period during
which he has served as a director of the Company, if any. All
Nominees are currently directors. Each Nominee was nominated by
the Board of Directors for election as director.
Brent D. Baird (Age 55) - director since 1992
Since January 1992 to the present, Mr. Baird has been a private
investor. Mr. Baird was a general partner with Trubee, Collins &
Co., a member firm of the New York Stock Exchange, from April
1970 to December 1983. From January 1984 through December 1991,
Mr. Baird was a limited partner with Trubee, Collins & Co. Mr.
Baird serves as a member of the board of directors of First
Empire State Corporation, Oglebay Norton Company, and First
Carolina Investors, Inc.
Steven A. Clifford (Age 51) - director since 1993
Since 1992, Mr. Clifford has served as Chairman and CEO of
Northwest Mobile Television, Inc. From 1979-1992 he served as an
officer of King Broadcasting Company, as Vice President-Finance
(1979-1987) and as President and CEO (1987-1992). Mr. Clifford
serves on the board of directors of U.S. Bank, Harbor Properties
Inc. and Caravali Coffee Co. and is a trustee of the Seattle
Opera, Corporate Council for the Arts, Seattle Art Museum and
Reed College.
Patrick W.E. Hodgson (Age 53) - director since 1992, Chairman
since 1993
Mr. Hodgson has served as President of Cinnamon Investments, Ltd.
(real estate and other investments) since 1981. From 1964 to 1989
he was also president of London Machinery Co. Ltd., a
manufacturer of concrete and road machinery. Mr. Hodgson serves
as a member of the board of directors of Niagara Share Corp.,
First Empire State Corporation, Exolon-ESK, Inc., First Carolina
Investors, Inc. and as Chairman of Scott's Hospitality, Inc.
Joseph D. Lehrer (Age 45) - director since 1992
Mr. Lehrer has been a stockholder and officer of Greensfelder,
Hemker & Gale, P.C. and a partner of its previous partnership
(law firm) since 1980. He has specialized in a corporate finance
and mergers and acquisition practice involving public and private
corporations. Mr. Lehrer serves as a director of several
privately-held corporations.
Philip N. Robinson (Age 57) - director since 1992
Since May 1992, Mr. Robinson has been Vice President of Van
Kasper & Company (private brokerage). From 1981 to 1987 and from
1988 to May 1992 Mr. Robinson was a Senior Vice President with
Seidler Amdec Securities. Mr. Robinson was a Vice-President with
Froley Revy & Co. from 1987 to 1988.
John D. Weil (Age 53) - director since 1993
Since 1973, Mr. Weil has been the President of Clayton Management
Co., a private investment management company. Mr. Weil is a
member of the board of directors of Physicians Insurance Company
of Ohio, Cliffs Drilling Company, CleveTrust Realty Investors and
Oglebay Norton Company.
MEETINGS AND COMMITTEES OF THE BOARD
The Board of Directors held four (4) meetings during the
Company's 1994 fiscal year. Each of the directors participated
in all such meetings and all committee members participated in
all committee meetings held during the period. The Board of
Directors has established the following standing committees:
Executive Committee. During intervals between meetings of the
Board of Directors, the Executive Committee exercises all the
powers of the Board (except those powers specifically reserved by
Delaware law to the full Board of Directors) in the management
and direction of the Company's business and conduct of the
Company's affairs in all cases in which specific directions have
not been given by the Board. The current members of the
Executive Committee are Messrs. Baird, Hodgson and Weil. The
Executive Committee did not meet during the Company's 1994 fiscal
year.
Audit Committee. The principal responsibilities of the Audit
Committee are to recommend an accounting firm to conduct an
annual audit of the Company's consolidated financial statements
and to review with such firm the plan, scope and results of such
audit, and the fees for the services performed. The Audit
Committee is composed exclusively of directors who are not
salaried employees of the Company and who are, in the opinion of
the Board of Directors, free from any relationship which would
interfere with the exercise of independent judgment as a
Committee member. The current members of the Audit Committee are
Messrs. Baird, Lehrer and Robinson. The Audit Committee held one
(1) meeting during fiscal 1994.
Compensation Committee. The principal responsibilities of the
Compensation Committee are to establish and periodically review
matters involving executive compensation; to recommend changes in
employee benefit programs; and to provide counsel on key
personnel selection, effective succession planning and
development programs for all corporate officers. The current
members of the Compensation Committee are Messrs. Clifford and
Weil. The Compensation Committee held two (2) meetings during the
Company's 1994 fiscal year.
Fees for Board and Committee Service
Directors who are compensated as full-time employees of the
Company receive no additional compensation for service on the
Board of Directors or its committees. Each director who is not a
full-time employee of the Company is paid $12,000 per annum.
Directors also receive an attendance fee of $500 for each meeting
and are reimbursed expenses for attendance at Board and committee
meetings.
Compliance with Section 16
Section 16 of the Exchange Act requires the Company's directors,
executive officers and persons who beneficially own greater than
10% of a registered class of the Company's equity securities to
file reports of ownership and changes in ownership with the
Securities and Exchange Commission (the "SEC") and the New York
Stock Exchange. Based solely upon its review of copies of the
Section 16 reports the Company has received and written
representations from certain reporting persons, the Company
believes that during its fiscal years ended March 28, 1993 and
April 3, 1994, all of its directors, executive officers and
greater that 10% beneficial owners were in compliance with their
filing requirements.
EXECUTIVE OFFICERS
The following is a list of the Executive Officers of the Company:
Patrick W.E. Hodgson Chairman and Chief Executive Officer
(Biography above)
David K. Gwinn Chief Financial Officer *
Michael G. Marsh Secretary and General Counsel *
* Both Messrs. Gwinn and Marsh have been employed with the
Company for more than five years.
EXECUTIVE COMPENSATION
CASH COMPENSATION
The following table sets forth the cash compensation paid to the
Company's Chief Executive Officer and each of the other executive
officers of the Company whose compensation exceeded $100,000:
<TABLE>
<CAPTION>
Name and Fiscal Annual Compensation
Principal Position Year Salary Bonus Other
- - ----------------------- ---- -------- ----- -----
<S> <C> <C> <C> <C>
Patrick W.E. Hodgson (1) 1994 $215,960 - $ 378
Chairman & Chief 1993 $ 30,822 - -
Executive Officer 1992 - - -
<F1>
(1) Mr. Hodgson was elected to his present position on February
11, 1993 at an annual salary of $250,000. At his request to the
Compensation Committee and full Board, and coincident with the
Company's retention of a General Manager for the operating
shipyard in August 1993 and a Vice President in March 1994, his
salary was reduced to $180,000 per annum on October 18, 1993 and
further reduced to $150,000 per annum on March 14, 1994. (Please
see the report of the Compensation Committee below.)
</TABLE>
The Company did not have any long term compensation plans nor
were there any bonus awards for fiscal year 1994. The Company did
not have any Restricted Stock Awards, Long-Term Incentive Payouts
("LTIP") or any Stock Options or Stock Appreciation Rights
("SAR") either granted or outstanding in fiscal year 1994. As a
result of the foregoing, the Company has not presented tables for
Options/SAR Grants in Last Fiscal Year, Aggregated Options/SAR
Exercises in Last Fiscal Year and FY-End Options/SAR Value, Long-
Term Incentive Plan Awards in Last Fiscal Year or Ten-Year
Option/SAR Repricing as such disclosures are not applicable.
Todd Shipyards Corporation Retirement System. The Todd Shipyards
Corporation Retirement System as amended as of July 1, 1991 (the
"Retirement Plan") is a pension plan originally established by
the Company on August 1, 1940 to provide lifetime retirement
benefits to eligible employees. The Retirement Plan is a
qualified defined benefit plan under ERISA and covers
substantially all employees of the Company who have completed six
months of continuous service (as defined). The Retirement Plan is
administered by a committee (the "Retirement Board") of not less
than three persons appointed by the Board of Directors.
A participant is generally eligible for a benefit under the
Retirement Plan on his or her normal retirement date, which is
age 65. The annual normal retirement allowance payable upon
retirement is equal to 1 3/4% of the participant's average final
compensation (as defined) multiplied by his years of credited
service (as defined), reduced by the lesser of (i) 1/2% of the
employee's covered compensation (as defined) for each year of
credited service not in excess of 35 years or (ii) 50% of the
benefit that would be provided if the benefit were limited to the
employer-provided portion based on the employee's covered
compensation and had been determined without regard to the
reduction.
Payment of benefits under the Retirement Plan are normally paid
in an annuity form beginning at age 65, with reductions for
commencement of benefits prior to age 65. Participants
demonstrating good health can elect a lump sum form of payment.
On June 30, 1993 the Board of Directors approved an amendment to
the Retirement Plan to freeze membership in the Retirement Plan,
declining membership to any persons after July 1, 1993.
Todd Shipyards Corporation Savings Investment Plan. The Todd
Shipyards Corporation Savings Investment Plan as amended and
restated as of April 1, 1989 (the "Savings Plan") is a profit
sharing plan originally established on July 1, 1984 to provide
retirement benefits to participating employees. The Savings Plan
is intended to comply with Section 401(k) of the Internal Revenue
Code of 1986, as amended, and the Employee Retirement Income
Security Act of 1974, as amended, and the rules and regulations
thereunder.
The Savings Plan covers all full-time employees of the Company
with at least six months of service. Under the Savings Plan, a
participant may elect to make before-tax contributions by
reducing eligible compensation (as defined) to an amount equal to
a percentage of such compensation from 1% up to and including
16%. Prior to March 31, 1989, participants were permitted to
make after-tax contributions to the Savings Plan; however, no
such contributions have been permitted since such date although
such accounts continue to be credited with investment earnings
and losses. Each participant may direct the committee which
administers the Savings Plan to invest his or her before-tax
contributions among the available investment subfunds which
include, at present, (i) a Global Fund; (ii) a Capital Value
Fund; (iii) an Income Fund; (iv) an Aggressive Growth Fund; and
(v) a Money Market Fund.
Employer contributions, if any, to the Savings Plan are made in
amount equal to a specified percentage of the first 6% of each
participant's pre-tax contributions as determined by the Board,
in its sole discretion, for each calendar quarter depending on
the profits and performance of the Company. The Company made no
matching contributions to the Savings Plan during fiscal 1994.
Each participant has a 100% vested, nonforfeitable right to all
before-tax contributions. Each participant has a vested,
nonforfeitable right to any employer matching contributions made
to his or her account based on a vesting schedule which provides
for 20% of the account to become vested for each of the
participant's first five years of service.
For employees hired on or after March 31, 1989, benefits under
the Savings Plan are payable only in the form of a lump sum
payment payable upon request at any time after termination of
employment. Employees hired before March 31, 1989 will be paid in
the form of annuities unless they elect a lump sum form of
payment.
ADDITIONAL INFORMATION WITH RESPECT TO
COMPENSATION INTERLOCKS AND INSIDER PARTICIPATION
IN COMPENSATION DECISIONS
None of the members of the Company's Compensation Committee (i)
was, during the fiscal year, an officer or employee of the
Company; (ii) was formerly an officer or employee of the Company;
or, (iii) had any relationship requiring disclosure by the
Company as Certain Relationships and Related Transactions other
than the Company's engagement of the law firm of Greensfelder,
Hemker & Gale, P.C. of which Mr. Lehrer is a stockholder and
officer.
None of the executive officers of the Company served as a member
of a compensation committee of any entity whose executive
officers or directors served on the Compensation Committee of the
Company.
REPORT OF THE COMPENSATION COMMITTEE OF
THE BOARD OF DIRECTORS *
The Compensation Committee of the Board of Directors establishes
the general compensation policies of the Company, administers the
Company's Incentive Stock Compensation Plan and establishes the
cash compensation of executive officers. The Compensation
Committee is currently composed of two independent, non-employee
directors who have no interlocking relationships as defined by
the SEC.
The Compensation Committee believes that senior management
compensation including the Chief Executive Officer's should be
heavily influenced by company performance and achievement of
goals. The committee has reviewed Mr. Hodgson's base salary and
has determined that it is appropriate to his role. At the
committee's direction, the Company is updating the salary surveys
used to establish base salaries for its senior management. Such
surveys are used to compare management and other personnel to
persons holding similarly-responsible positions at other
companies. In addition, factors such as relative company
performance, the individual's past performance and future
potential should be considered in establishing the base salaries
of executive officers.
The Compensation Committee has frozen the salaries of the
executive officers until such time as the aforementioned updated
salary surveys can be reviewed to determine the best long range
compensation plan for the Company given the competitive nature of
its current business. Further, the committee approved a request
by Mr. Hodgson to remove himself gradually from the day to day
management of the Company's operating shipyard, in order to
concentrate on the strategies and long term issues facing the
Company. In recognition of this change in work scope, Mr.
Hodgson's salary was reduced from $250,000 to $180,000 on October
18, 1993 and further reduced to $150,000 on March 14, 1994. This
action was coincident with the Company's retention of a general
manager in August, 1993 to manage the day to day affairs of the
operating shipyard and the hiring of a vice president in March
1994.
The Compensation Committee anticipates that future compensation
programs will provide incentives for (i) short and long-term
strategic management, (ii) enhancement of stockholder value,
(iii) the Company's annual and long-term performance, (iv)
individual performance, and (v) other criteria designed to
further align the interests of the Company's officers with its
stockholders. In furtherance of these goals and the Compensation
Committee's desire to tie Mr. Hodgson's remuneration to that of
overall performance, the Board granted stock options to Mr.
Hodgson in the amount of 100,000 shares on June 24, 1994. These
options were granted in accordance with the Incentive Stock
Compensation Plan approved by the stockholders in September 1993
with an exercise price of $4.25.
Steven A. Clifford
John D. Weil
* The report of the Compensation Committee shall not be deemed
incorporated by reference by any general statement incorporating
by reference this proxy statement into any filing under either
the Securities Act of 1933, as amended or the Securities Exchange
Act of 1934, as amended (together, the "Acts"), except to the
extent that the Company specifically incorporates such report by
reference; and further, such report shall not otherwise be deemed
filed under the Acts.
PERFORMANCE GRAPH
The following graph compares the Company's Common Stock
performance (Company-Index) to that of the Dow Jones Industrial
Average (DJIA-Index) and the Dow Jones Transportation Equipment
Average (DJTE-Index). The Dow Jones Industrial Average and the
Dow Jones Transportation Equipment Average assume the
reinvestment of dividends. No such assumption was used in
computing the Company Index as the Company has not paid any
dividends for the last five years and therefore the values
presented represent only the stock prices.
[Graph deleted in EDGAR version and replaced by the following
data]
The following table outlines the points used in the performance
graph. DJIA = Dow Jones Industrial Average; DJTE = Dow Jones
Industrial Average-Transportation Equipment; Company = Todd
Shipyards Corporation.
<TABLE>
<CAPTION>
Dates DJIA Index DJTE Index Company Index
- - -------------- ---------- ---------- -------------
<S> <C> <C> <C>
April 2, 1989 100.00 100.00 100.00
April 1, 1990 122.40 88.92 231.25
March 31, 1991 136.77 85.65 275.00
March 29, 1992 156.44 112.32 225.00
March 28, 1993 171.61 134.63 268.75
April 3, 1994 186.46 155.17 225.00
</TABLE>
The information presented in the performance graph indicates that
$100 invested in the Company's Common Stock on April 2, 1989
would be worth $225.00 on April 3, 1994 which represents a
compounded rate of return of 17.61% The same amount invested in
the Dow Jones Industrial and Dow Jones Transportation Equipment
Averages would be worth $186.46 or $155.17, respectively, which
represent a compounded rate of return of 13.27% and 9.18%,
respectively.
______________________________________________
PROPOSAL NO. 2
RATIFICATION OF APPOINTMENT OF THE INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors, after consideration of the recommendation
of the Audit Committee, has appointed Ernst & Young to serve as
independent public accountants for the Fiscal Year ending April
2, 1995 and at the Meeting, the Board will recommend that
stockholders ratify such appointment. Representatives of Ernst &
Young are expected to be present at the Meeting with the
opportunity to make a statement if they so desire and be
available at that time to respond to appropriate questions.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS
VOTE FOR THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG AS
THE COMPANY'S INDEPENDENT PUBLIC ACCOUNTANTS
FOR THE FISCAL YEAR 1995
______________________________________________
PRINCIPAL STOCKHOLDERS
The following table sets forth information with respect to shares
of the Common Stock which are held by (i) persons known to the
Company to be the beneficial owners of more than 5% of said
stock, (ii) each current director, (iii) each Nominee, (iv) all
current executive officers and directors as a group, and (v) all
Nominees as a group. For purposes of this proxy statement,
beneficial ownership of securities is defined in accordance with
the rules of the SEC and more generally as the power to vote or
dispose of securities regardless of any economic interest
therein. Unless otherwise indicated, the stockholders have sole
voting and investment power with respect to the shares indicated.
All information set forth on the following table is as of July 3,
1994, except as otherwise indicated, and is taken from or based
upon ownership filings made by such persons with the SEC or upon
information provided by such persons to the Company.
<TABLE>
<CAPTION>
Amount and Nature
Name of of Beneficial Percent of
Beneficial Owner Ownership (1) Class (2)
- - ------------------------------ ------------------ ---------
<S> <C> <C>
Brent D. Baird 1,485,900(3) 13.73%
1350 One M&T Plaza
Buffalo, NY 14203
Steven A. Clifford 900 ---
Patrick W.E. Hodgson 145,000(4) 1.33%
Joseph D. Lehrer 2,000 ---
Philip N. Robinson 99,200(5) ---
John D. Weil 901,200(6) 8.33%
509 Olive Street, Suite 705
St. Louis, MO 63101
All Current Directors and Executive 2,636,801(7) 24.14%
Officers as a Group (8 persons)
All Nominees as a Group (6 persons) 2,634,200 24.12%
<F1>
(1) All beneficial ownership is sole and direct unless otherwise
noted.
<F2>
(2) No percent of class is given for holdings less than one
percent of the outstanding Common Stock. There were 10,822,862
shares of outstanding Common Stock as of July 3, 1994.
<F3>
(3) Mr. Baird owns directly 30,000 shares. The figure in the
table also includes shares held by persons and organizations who
may be deemed to be Mr. Baird's associates, as defined in Rule
14a-1(a) under the Securities Exchange Act of 1934, as amended.
Individual members and organizations in the Baird Family
beneficially own shares of stock as follows: Aries Hill Corp.,
30,000 shares; Anne S. Baird, 20,100 shares; Jane D. Baird,
60,000 shares; Bridget B. Baird; 160,200 shares; The Cameron
Baird Foundation, 118,600 shares; Brian D. Baird, 135,000 shares;
Susan B. Baird, 5,000 shares; Bronwyn B. Clauson, 5,000 shares;
Citizens Growth Properties, 150,000 shares; Barbara P. Baird,
19,000 shares; Cynthia J. Baird, 3,000 shares; Ruth R. Senturia,
3,000 shares; First Carolina Investors, Inc. 688,500 shares;
Susan R. O'Connor, 18,500 shares; Bruce C. Baird, 30,000 shares;
and Belmont Contracting Co., Inc., 10,000 shares. Mr. Baird may
be deemed to have shared voting power and/or dispositive power
over such shares. However, Mr. Baird disclaims shared voting
power, shared dispositive power and/or beneficial ownership of
all such shares.
<F4>
(4) Includes 45,000 shares directly beneficially owned by
Cinnamon Investments Limited and options for 100,000 shares
granted to Mr. Hodgson by the Board of Directors on June 24,
1994. Mr. Hodgson owns 100% of Cinnamon Investments Limited and
has sole voting and investment control over such shares. Mr.
Hodgson is a Director of First Carolina Investors, Inc.
<F5>
(5) Philip N. Robinson owns directly 6,700 shares. The figure
in the table includes shares held by persons and organizations
who may be deemed to be Mr. Robinson's associates, as defined in
Rule 14a-1(a) under the Securities Exchange Act of 1934, as
amended. Individual members and organizations in the Robinson
Family beneficially own shares of stock as follows: Robinson
Investment, a general partnership of Mr. Robinson's four
children, directly beneficially owns 70,000 shares; Mr.
Robinson's wife, Maureen Robinson, directly beneficially owns
13,000 shares; and his son Todd Robinson and daughter Shauna
Robinson directly beneficially own 6,500 shares and 3,000 shares,
respectively. Mr. Robinson may be deemed to share voting and
investment power over all such shares, and therefore may be
deemed to have beneficial ownership of an aggregate of 99,200
shares; Mr. Robinson disclaims beneficial ownership of all such
shares.
<F6>
(6) John D. Weil has sole or shared voting and/or dispositive
power with respect to 450,600 shares, which includes 326,400
shares held individually; 10,000 shares held by Clayton
Management Co.; and 104,200 shares held as trustee or co-trustee.
Mr. Weil disclaims beneficial ownership interest of 54,200 shares
held as trustee or co-trustee. The remaining 450,600 shares
represent shares held by persons and organizations who may be
deemed to be Mr. Weil's associates, as defined in Rule 14a-1(a)
under the Securities Exchange Act of 1934, as amended.
<F7>
(7) Does not include 172,000 shares of Common Stock held by the
Retirement System, of which Mr. Hodgson is a co-trustee. All
four co-trustees participate equally in voting securities,
including the Common Stock, held by the Retirement System. Mr.
Hodgson disclaims beneficial ownership of the 172,000 shares held
by the Retirement System.
</TABLE>
CERTAIN RELATIONSHIPS AND TRANSACTIONS
The Company has retained the law firm of Greensfelder, Hemker &
Gale, P.C., of which Mr. Lehrer is a stockholder and officer,
relating to various corporate issues. During the fiscal year
ended April 3, 1994 Greensfelder, Hemker & Gale, P.C. was paid
$41,066 for its services.
Messrs. Hodgson and Baird are members of the Board of Directors
of First Empire State Corporation whose wholly owned subsidiary,
M&T Bank serves as the Company's principal depository. The
Company pays to M&T Bank usual and customary fees for its banking
services.
Mr. Robinson is Vice President of Van Kasper & Company (private
brokerage) who has served as broker in certain purchases by the
Company of its common shares on the open market. For its
services, Van Kasper & Company received the usual and customary
commissions for like or similar transactions.
VOTING AND SOLICITATION OF PROXIES
Only holders of record of the Common Stock at the close of
business on August 5, 1994 (the "Record Date") will be entitled
to notice of and to vote at the Meeting. As of the date of
filing this proxy statement, there were 10,808,562 outstanding
shares of Common Stock.
Each stockholder is entitled to one vote for each share held of
record on that date on all matters which may come before the
Meeting. The presence, in person or by proxy, of the holders of
a majority of the shares of Common Stock entitled to vote at the
Meeting is necessary to constitute a quorum for the conduct of
business at the Meeting. At the Meeting, directors of the
Company will be elected by a plurality of the votes of the shares
present in person or represented by proxy and entitled to vote on
the election of directors. Thus, the candidates, up to the
number of directors to be elected, receiving the highest number
of votes will be elected. The election of the nominees for
Director and the ratification of the appointment of independent
public accountants will require the affirmative vote of the
holders of a majority of the Common Stock present at the meeting
in person or represented by proxy and entitled to vote thereon.
Any proxy given pursuant to this solicitation is revocable by the
communication of such revocation in writing to the Secretary of
the Company at any time prior to the exercise thereof, and any
person executing a proxy who attends the Meeting may vote in
person by ballot instead of by proxy, thereby revoking any
previously executed proxy. All shares represented by properly
executed proxies will, unless such proxies have been previously
revoked, be voted at the Meeting in accordance with the
directions on the proxies. If no direction is indicated, the
shares will be voted in favor of the nominees for the Board of
Directors listed in this proxy statement (Proposal No. 1), and in
favor of the ratification of the appointment of Ernst & Young as
independent public accountants (Proposal No. 2). The persons
named in the proxies will have discretionary authority to vote
all proxies with respect to additional matters that are properly
presented for action at the Meeting.
The Company will bear the entire cost of preparing, assembling,
printing and mailing this proxy statement and the enclosed form
of proxy or voting instruction form (as the case may be), and of
soliciting proxies. The Company will request banks and brokers
to solicit their customers who beneficially own shares listed of
record in names of nominees, and will reimburse those banks and
brokers for their reasonable out-of-pocket expenses in connection
with such solicitation. The initial solicitation of proxies by
mail may be supplemented by telephone, telegram and in-person
solicitation by directors, nominees for director, officers and
other regular employees of the Company, but no additional
compensation will be paid to such individuals.
The Company has retained W.F. Doring and Company to solicit
proxies from individuals, brokers, bank nominees and other
institutional holders. W.F. Doring and Company will be paid fees
of approximately $2,000, and will be reimbursed for their reasonable
expenses in connection with this solicitation.
Except as described in this proxy statement, to the best of the
Company's knowledge, no person who has been a director or
executive officer of the Company since the beginning of its last
fiscal year, no Nominee, nor any associate of the foregoing, has
any substantial interest, direct or indirect, by security
holdings or otherwise, in any matter to be acted upon, other than
elections to office.
Individuals, brokers, banks and other institutional holders
should direct questions concerning this solicitation or the
procedure to be followed to execute and deliver a proxy to W.F.
Doring and Company at (201)420-6262.
STOCKHOLDER NOMINATIONS
Nominations of persons for election to the Board of Directors of
the Company may be made at a meeting of stockholders by any
stockholder of the Company entitled to vote for the election of
directors at such meeting who complies with the following
procedures. Such nominations made by a stockholder shall be made
pursuant to a written notice received by the Secretary of the
Company not less than 90 days prior to such meeting. Such
stockholder's notice to the Secretary must set forth (a) the
name, age and address, as they appear on the Company's books, of
the stockholder who intends to make the nomination, (b) the name,
age, occupation, business and residence addresses, if known, and
the principal occupation of each person whom the stockholder
intends to nominate, (c) a representation that the stockholder is
a holder of record of the Company's stock entitled to vote at the
meeting and intends to appear in person or by proxy at the
meeting to nominate the person or persons specified in the
notice, (d) a description of all arrangements and understandings
between the stockholder and each person the stockholder intends
to nominate and each other person or persons if any (naming such
person or persons and stating the beneficial ownership of
securities of the Company or each such person), (e) such
additional information with respect to each nominee proposed by
the stockholder as would have been required to be included in a
proxy statement pursuant to the then effective proxy rules of the
SEC had each such proposed nominee been nominated by the Board of
Directors of the Company, and (f) a consent to be nominated and
to serve as a director if elected signed by each such proposed
nominee.
STOCKHOLDER PROPOSALS FOR NEXT ANNUAL MEETING
Stockholders desiring to exercise their rights under the SEC's
proxy rules to submit proposals for consideration by the
stockholders at the 1995 Annual Meeting are advised that their
proposals must be received by the Company no later than June 1,
1995 in order to be eligible for inclusion in the Company's proxy
statement and form of proxy relating to that meeting.
ANNUAL REPORT TO STOCKHOLDERS
The 1994 Annual Report of the Company, which includes financial
statements for the fiscal periods ended March 28, 1993 and April
3, 1994 is being mailed to the stockholders with this proxy
statement. The Annual Report is not to be considered part of the
soliciting material.
OTHER MATTERS
The Board of Directors is not aware of any business to be
presented at the Meeting except the matters set forth in the
Notice of Annual Meeting and described in this proxy statement.
If any other matter properly come before the Meeting, the person
designated as agents in the enclosed form of proxy will vote on
such matters in accordance with their best judgment.
COPIES OF THE COMPANY'S REPORT ON FORM 10-K TO THE SEC CAN BE
OBTAINED WITHOUT CHARGE BY STOCKHOLDERS (INCLUDING BENEFICIAL
OWNERS OF THE COMPANY'S COMMON STOCK) FROM THE CORPORATE
SECRETARY, TODD SHIPYARDS CORPORATION, 1801-16TH AVENUE SW,
SEATTLE, WASHINGTON.
Dated: July 27, 1994
