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 (Amendment No. )
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
[X] Definitive Proxy Statement Commission Only (as permitted
[ ] Definitive Additional Materials by Rule 14a-6(e)(2))
[ ] Soliciting Material Under Rule 14a-12
The St. Lawrence Seaway Corporation
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement if other than 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 (Set forth the amount on which the filing fee is calculated and state
how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] 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 11, 2002
____________________________________________________________________________________________________
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 11, 2002 at 10:00 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 1, 2002 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 8, 2002
____________________________________________________________________________________________________
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 11, 2002, at 10:00 a.m.
(Indianapolis time) at the Indianapolis Athletic Club, 350 North Meridian Street, Indianapolis,
Indiana. The Proxy Statement and accompanying proxy card are being mailed to shareholders on or
about November 8, 2002.
The principal executive offices of the Corporation are located at 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 1, 2002 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 4, 2002 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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ELECTION OF DIRECTORS
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 83 1959 Attorney at Law
Secretary Indianapolis, Indiana since 1945.
No other directorships.
Joel M. Greenblatt 44 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 41 1993 Managing Partner of Gracie Capital, L.L.C.
President and Treasurer since December, 1998. Manager of Sargeant Capital
Ventures, LLC since
December 1997. Managing Partner of Gotham prior
thereto. No other Directorships.
Edward B. Grier III 44 1993 Partner of Gracie Capital, L.L.C. since January
1999; Vice President of Gotham 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, 2002 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.
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The Board of Directors does not have any standing audit, nominating or compensation
committees or committees performing similar functions.
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, 2002 and Forms 5 and amendments thereto furnished
to the Corporation with respect to the fiscal year ended March 31, 2002, 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 year ended March 31,
2002.
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, 2002, March 31, 2001 and March 31, 2000.
During each of the three fiscal years ended March 31, 2000, March 31, 2001, and March 31,
2002 the Corporation paid to Jack C. Brown, Secretary and a Director, a monthly fee of $500 for
administrative services that he renders to the Corporation. Such fee is on a month to month
arrangement.
SUMMARY COMPENSATION TABLE
As permitted by Item 402 of Regulation S-K, the Summary Compensation Table has been
intentionally omitted as there was no compensation awarded to, earned by or paid to the Named
Executives which is required to be reported in such Table for any fiscal year covered thereby. In
addition, no transactions between the Corporation and a third party where the primary purpose of the
transaction was to furnish compensation to a Named Executive were entered into for any fiscal year
covered thereby.
OPTION/SAR GRANTS IN FISCAL YEAR ENDED MARCH 31, 2002
No options or stock appreciation rights were granted in the fiscal year ended March 31,
2002. On September 20, 2002, the options originally granted to Mr. Brown on June 18, 1983 were
amended by extending the expiration date thereof from September 21, 2002 to September 21, 2007.
AGGREGATED OPTION/SAR EXERCISES IN FISCAL YEAR ENDED
MARCH 31, 2002 AND FISCAL YEAR-END OPTION/SAR VALUES
The Corporation has a stock option plan originally adopted by shareholders on June 12,
1978, and revised and approved by shareholders on June 13, 1983, September 21, 1987 and August 28,
1992. The Corporation currently has one outstanding Stock Option Agreement entered into pursuant to
the stock option plan. The options granted thereunder expire on September 21, 2007. The following
table summarizes options exercised during fiscal 2002 and presents the value of unexercised options
held by the Named Executives at fiscal year end. There are currently no outstanding stock
appreciation rights.
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Value of Unexercised
Number of Unexercised In-the Money
Shares Options/SAR's Options/SAR's
Acquired Value At Fiscal Year-End At Fiscal Year-End
Name On Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
(#) ($) (#) (#) ($) ($)
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 0(1) 0
(1) Based on the closing sale price of $2.45 on April 3, 2002, the date closest to the fiscal year
end on which a trade occurred. The options have an exercise price of $3.00 per share.
LONG-TERM INCENTIVE PLANS - AWARDS IN FISCAL YEAR ENDED MARCH 31, 2002
Not applicable.
COMPENSATION OF DIRECTORS
Directors of the Corporation receive a fee of $100 for each meeting of the Board of
Directors which they attend plus reimbursement for reasonable travel expense. No fees were paid to
Directors for meetings in fiscal year 2002.
As discussed above, during the fiscal year ended March 31, 2002, 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, 2002 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
persons who, to the knowledge of the Corporation, beneficially owned as of the record date, more
than 5% of the outstanding shares of Common Stock of the Corporation, and of each director and
executive officer, 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) 30.4%
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
Joel M. Greenblatt 150,000(3) 30.4%
100 Jericho Quadrangle
Suite 212
Jericho, NY 11753
Daniel L. Nir 150,000(3) 30.4%
Gracie Capital
527 Madison Avenue, 11th Floor
New York, NY 10021
Jack C. Brown 20,456(4) 5.00%
320 N. Meridian St.
Suite 818
Indianapolis, IN 46204
Edward B. Grier III -- *
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 of Common Stock subject to a currently exercisable warrant expiring on
September 21, 2007 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, September 15, 1997 and September
20, 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
Securities and Exchange Commission ("SEC") and the Corporation on January 19, 2000.
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(3) Includes 100,000 Shares subject to a currently exercisable 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, September 15, 1997 and September 20, 2002. 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.
(4) Includes 15,000 shares subject to currently exercisable stock options granted on June 11, 1983,
as amended, and expiring on September 21, 2007, with a per share exercise price of $3.00.
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.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On June 25, 2002, the Corporation entered into a joint venture agreement under which the
Corporation provided development funding in an initial amount of $750,000 to a newly-formed private
limited liability company, T3 Therapeutics, LLC (the "Development Company") in exchange for a 12.5%
ownership interest in the Development Company. The agreement provides for a follow-on investment of
an additional $750,000 if certain preliminary FDA testing approvals are secured with a corresponding
increase in the Corporation's ownership state to 25% of the Development Company. Edward B. Grier,
Vice President and a Director of the Corporation, has agreed to serve as the Corporation's
representative to the Development Company and has authority to act on the Corporation's behalf with
respect to the business and affairs of the Development Company. Mr. Grier has been granted an option
by the Development Company to purchase up to 25 Class B Units of the Development Company at a price
per unit of $6,000. The strike price of the option was calculated based on the price per unit paid
by the Corporation. Due to the nature of the investment and the uncertainties inherent in the
development and commercialization of the treatment protocols by the Development Company, no
meaningful value can be assigned to the option. The option was exercisable upon grant and expires,
to the extent it has not been exercised or sooner terminated, on June 25, 2012. If Mr. Grier resigns
voluntarily as the Corporation's representative or is removed by the Corporation from that position
without cause, the option shall remain exercisable for a period of one year from the date of
resignation or removal, and then shall terminate. If Mr. Grier ceases to be the Corporation's
representative by reason of death or disability, the option shall remain exercisable for a period of
six months following his death or disability, and then shall terminate. If Mr. Grier is removed as
representative for cause, the option shall immediately terminate. In addition, at the time of the
Corporation's investment, Mr. Grier purchased 25 Class A Units of the Development Company from
existing unitholders for $150,000, or $6,000 per Class A Unit.
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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.
The following aggregate fees were billed to the Corporation for professional services
rendered by its Independent Auditor during the fiscal year ended March 31, 2002:
Audit Fees:.................................................................. $22,170
Financial Information Systems Design and Implementation Fees:................ --
All Other Non-Audit Fees:.................................................... --
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
If any shareholder of the Corporation intends to present a proposal for consideration at
the next Annual Meeting of Shareholders and wishes to have such proposal included in the proxy
statement and form of proxy distributed by the Board of Directors with respect to such meeting, such
proposal must be received at the Corporation's principal executive offices, 320 N. Meridian Street,
Suite 818, Indianapolis, Indiana 46204, not later than July 11, 2003. If a shareholder wishes to
present a matter at the next Annual Meeting of Shareholders but does not wish to have such proposal
included in the proxy statement or form of proxy distributed by the Board of Directors, notice must
be received at the Corporation's principal executive offices not later than September 24, 2003.
After that date, the proposal will be considered untimely and the Corporation's proxies will have
discretionary voting authority with respect to such matter.
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, 2002 and other information concerning the operation of the Corporation, is enclosed
herewith, but is not to be regarded as proxy soliciting materials.
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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 8, 2002
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THE ST. LAWRENCE SEAWAY CORPORATION
Proxy for Annual Meeting of Shareholders to be Held December 11, 2002
The Proxy is Solicited on Behalf of the Board of Directors
The undersigned appoints Edward B. Grier 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 November
1, 2002 at the Annual Meeting of the Shareholders to be held on December 11, 2002, 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 recommends 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. Grier.
|_| FOR |_| WITHHOLD
(INSTRUCTION: To withhold authority for any individual nominee, write that nominee's name on the
line provided below.)
-------------------------------------------------------
(continued and to be signed on the other side)
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 exercised.
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
representative, 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 authorized person.
Dated:____________________________________, 2002
Signature _______________________________________
Signature if held jointly _______________________
IMPORTANT: Please complete, sign, date and return this proxy promptly in the enclosed envelope. No
postage is required if mailed in the United States.
