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:
THE ST. LAWRENCE SEAWAY CORPORATION
320 N. Meridian Street, Suite 818
Indianapolis, Indiana 46204
________________________________________________
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held December 12, 2001
________________________________________________
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 12, 2001 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 5, 2001 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
JACK C. BROWN,
Secretary
Dated: November 14, 2001
____________________________________________________________________________________________________
THE ST. LAWRENCE SEAWAY CORPORATION
Indianapolis, Indiana
___________________________________
PROXY STATEMENT
___________________________________
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 12, 2001, in accordance with the
foregoing notice. The Proxy Statement and accompanying proxy card are being mailed to the
Shareholders on or about November 14, 2001.
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 5, 2001 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 3, 2001 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.
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PRINCIPAL HOLDERS OF COMMON STOCK
The following table contains information concerning persons, who, to the knowledge of the
Corporation, beneficially owned on November 3, 2001 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) 29.5%
100 Jericho Quadrangle
Suite 212
Jericho, NY 11753
Kevin J. and Dianne M. Bay 20,500(2) 5.2%
W288 S290 Elmhurst Drive
Waukesha, WI 53188
_______________________________________________________________________
(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 Corporation amended the Stock Warrant and Warrant Agreement to change the
termination and expiration dates thereof from September 21, 1997 to September 21, 2002.
(2) Kevin J. Bay and Dianne M. Bay are husband and wife. The Bays own 18,000 shares of common
stock of the Corporation in a joint account. Each of Mr. and Mrs. Bay also own 600 and
1,900 additional shares, respectively, in individual accounts, as reported in a Schedule
13D filed with the SEC and the Corporation on January 19, 2000.
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.
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Business Experience
Directors/Position Director During Last Five Years;
In Corporation Age Since Other Directorships
- ------------------ --- --------- -------------------------
Jack C. Brown 82 1959 Attorney at Law
Secretary Indianapolis, Indiana since 1945.
No other directorships.
Joel M. Greenblatt 43 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 owns securities, equity
interests, distressed debt, trade claims
and bonds, derivatives, and options and
warrants of issuers engaged in a variety
of businesses. No other Directorships.
Daniel L. Nir 40 1993 Managing Partner of Gracie Capital, L.P.
President and Treasurer since December, 1998.
Manager of Sargeant Capital Ventures,
LLC since December 1997.
Managing Partner of Gotham Capital III,
L.P. prior thereto. No other Directorships.
Edward B. Grier III 43 1993 Partner of Gracie Capital, L.P. since
January, 1999; Officer of Gotham Capital
from 1992-1994 and a limited partner of
Gotham from January 1, 1995 through
December 31, 1998. No other directorships.
_______________________________________________
BOARD OF DIRECTORS MEETINGS; COMMITTEES
During the fiscal year ended March 31, 2001 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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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, 2001 and Forms 5 and amendments thereto furnished
to the Corporation with respect to the fiscal year ended March 31, 2001, 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,
2001 and March 31, 2000.
REMUNERATION OF DIRECTORS AND OFFICERS
Except as noted below, neither the Corporation's Chief Executive Officer nor any other
executive officers of the Corporation (collectively the "Named Executives") received salary, bonus
or other annual compensation for rendering services to the Company during the fiscal years ended
March 31, 2001, March 31, 2000 and March 31, 1999.
During each of the three fiscal years ended March 31, 1999, March 31, 2000, and March 31,
2001 the Corporation paid to Jack C. Brown, Secretary and a Director, a monthly fee of $500 for
administrative services that he renders to the Corporation. Such fee is on a month to month
arrangement.
SUMMARY COMPENSATION TABLE
As permitted by Item 402 of Regulation S-K, the Summary Compensation Table has been
intentionally omitted as there was no compensation awarded to, earned by or paid to the Named
Executives which is required to be reported in such Table for any fiscal year covered thereby. In
addition, no transactions between the Corporation and a third party where the primary purpose of the
transaction was to furnish compensation to a Named Executive were entered into for any fiscal year
covered thereby.
OPTION/SAR GRANTS IN FISCAL YEAR ENDED MARCH 31, 2001
No options or Stock appreciation rights were granted in the fiscal year ended March 31,
2001.
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AGGREGATED OPTION/SAR EXERCISES IN FISCAL YEAR ENDED
MARCH 31, 2001 AND FISCAL YEAR-END OPTION/SAR VALUES
The Corporation has a stock option plan originally adopted by the Shareholders on June 12,
1978, and revised and approved by the Shareholders on June 13, 1983, September 21, 1987 and August
28, 1992. The Corporation currently has one outstanding Stock Option Agreement entered into pursuant
to the Plan. The options granted thereunder expire on September 21, 2002. The following table
summarizes options exercised during fiscal year 2001 and presents the value of unexercised options
held by the Named Executives at fiscal year end. There are currently no outstanding stock
appreciation rights.
Value of Unexercised
Number of Unexercised In-the Money
Shares Options/SAR's Options/SAR's
Acquired Value At Fiscal Year-End At Fiscal Year-End
Name On Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
(#) ($) (#) (#) ($) ($)
----------- -------- ----------- ------------- ----------- -------------
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
LONG-TERM INCENTIVE PLANS - AWARDS IN FISCAL YEAR ENDED MARCH 31, 2001
Not applicable.
COMPENSATION OF DIRECTORS
The By-laws of the Corporation 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. No other fees were paid to Directors for meetings in fiscal year 2001.
As discussed above, during the fiscal year ended March 31, 2001, the Corporation paid Jack
C. Brown, Secretary and a Director, a monthly fee of $500 for administrative services that he
renders to the Corporation.
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, 2001 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.
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%
Gracie Capital
527 Madison Avenue, 11th Floor
New York, NY 10021
Jack C. Brown 20,456(3) 4.02%
320 N. Meridian St.
Suite 818
Indianapolis, IN 46204
Edward B. Grier III 0 *
Gracie Capital
527 Madison Avenue, 11th Floor
New York, NY 10021
All directors and
officers as a group 170,456 33.5%
(4 persons)
- --------
* Less than 1%.
(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 Corporation.
(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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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, 2002, 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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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, 2001 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: November 14, 2001
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