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 ------------------------------------------------ (Name of Registrant as Specified In Its Charter) ------------------------------------------------------------------- (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 November 3, 2004 ____________________________________________________________________________________________________ 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, November 3, 2004 at 10:00 a.m. (Indianapolis Time) at the Columbia Club, 121 Monument Circle, Capehart Room, 4th Floor, 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 September 17, 2004 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: October 1, 2004 ____________________________________________________________________________________________________
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, November 3, 2004, at 10:00 a.m. (Indianapolis time) at the Columbia Club, 121 Monument Circle, Capehart Room, 4th Floor, Indianapolis, Indiana. The Proxy Statement and accompanying proxy card are being mailed to shareholders on or about October 1, 2004. 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 September 17, 2004 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 September 17, 2004 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. 1
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 85 1959 Attorney at Law Secretary Indianapolis, Indiana since 1945. No other directorships. Joel M. Greenblatt 46 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 43 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 prior thereto. No other Directorships. Edward B. Grier III 46 1993 Manager of T3 Therapeutics LLC since June 2004; Limited Partner of Gracie Capital, L.P. 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, 2004 the Board of Directors held no formal meetings. 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. 2
The Board of Directors does not have any standing audit, nominating or compensation committees or committees performing similar functions. The Board of Directors believes that a nominating committee is not warranted given the size of the Board and the participation of all four directors in the consideration of nominees for director. The Board of Directors does not have a charter governing the nominating process. As all members of the Board of Directors hold officer positions with the Company, none of them are "independent" as that term is used in the SEC's proxy rules. DIRECTOR NOMINATION PROCESS The Board of Directors will consider director candidates properly recommended by stockholders. Stockholders who wish to recommend to the Board candidates for election to the Board of Directors must do so in writing. The recommendation should be sent to the Secretary of the Company, Jack Brown, The St. Lawrence Seaway Corporation, 320 N. Meridian Street, Suite 818, Indianapolis, Indiana 46204, who will, in turn, forward the recommendation to the Board. The recommendation must set forth (i) the name and address as they appear on the Company's books of the stockholder making the recommendation and the class and number of shares of capital stock of the Company beneficially owned by such stockholder and (ii) the name of the candidate and all information relating to the candidate that is required to be disclosed in solicitations of proxies for election of directors under the federal proxy rules. The recommendation must be accompanied by the candidate's written consent to being named in the Company's proxy statement as a nominee for election to the Board and to serving as a director, if elected. Stockholders must also comply with all requirements of the Company's by-laws with respect to nomination of persons for election to the Board of Directors. The Board believes that nominees for election to the Board of Directors should possess sufficient business or financial experience and a willingness to devote the time and effort necessary to discharge the responsibilities of a director. This experience can include, but is not limited to, service on other boards of directors or active involvement with other boards of directors, as well as experience in the industries in which the Company conducts its business. The Board does not believe that nominees for election to the Board of Directors should be selected through mechanical application of specified criteria. Rather, the Board believes that the qualifications and strengths of individuals should be considered in their totality with a view to nominating persons for election to the Board of Directors whose backgrounds, integrity, and personal characteristics indicate that they will make a contribution to the Board of Directors. The Board intends to identify candidates for election to the Board of Directors through the personal knowledge and experience of the members of the Committee as well as through third-party recommendations. Candidates will be evaluated based upon their backgrounds and interviews with members of the Board. The Board does not plan to make any differences in the manner in which the Board evaluates nominees for election as a director of the Company based on whether the nominee has been recommended by a stockholder or otherwise. 3
ATTENDANCE AT ANNUAL MEETINGS OF STOCKHOLDERS The Company does not have a policy with regard to Board members' attendance at annual meetings of stockholders. One Board member attended last year's annual meeting of stockholders. STOCKHOLDER COMMUNICATION POLICY Stockholders may send communications to the Board of Directors or individual members of the Board by writing to them, care of Jack Brown, Secretary, The St. Lawrence Seaway Corporation, 320 N. Meridian Street, Suite 818, Indianapolis, Indiana 46204, who will forward the communication to the intended director or directors. If the stockholder wishes the communication to be confidential, then the communication should be provided in a form that will maintain confidentiality. 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, 2004 and Forms 5 and amendments thereto furnished to the Corporation with respect to the fiscal year ended March 31, 2004, 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, 2004. 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, 2004, 2003 and 2002. During each of the three fiscal years ended March 31, 2002, March 31, 2003, and March 31, 2004 the Corporation paid to Jack C. Brown, Secretary and a Director, a monthly fee of $500 for administrative services that he renders to the Corporation. Such fee is on a month to month arrangement. SUMMARY COMPENSATION TABLE As permitted by Item 402 of Regulation S-K, the Summary Compensation Table has been intentionally omitted as there was no compensation awarded to, earned by or paid to the Named Executives which is required to be reported in such Table for any fiscal year covered thereby. In addition, no transactions between the Corporation and a third party where the primary purpose of the transaction was to furnish compensation to a Named Executive were entered into for any fiscal year covered thereby. OPTION/SAR GRANTS IN FISCAL YEAR ENDED MARCH 31, 2004 No options or stock appreciation rights were granted in the fiscal year ended March 31, 2004. On September 20, 2002, the options originally granted to Mr. Brown on June 18, 1983 were amended by extending the expiration date thereof from September 21, 2002 to September 21, 2007. 4
AGGREGATED OPTION/SAR EXERCISES IN FISCAL YEAR ENDED MARCH 31, 2004 AND FISCAL YEAR-END OPTION/SAR VALUES The Corporation has a stock option plan originally adopted by shareholders on June 12, 1978, and revised and approved by shareholders on June 13, 1983, September 21, 1987 and August 28, 1992. The Corporation currently has one outstanding Stock Option Agreement entered into pursuant to the stock option plan. The options granted thereunder expire on September 21, 2007. No options were exercised during fiscal year 2004. The following table presents the value of unexercised options held by Mr. Brown at fiscal year end. There are currently no outstanding stock appreciation rights. Value of Unexercised Number of Unexercised In-the Money Shares Options/SAR's Options/SAR's Acquired Value At Fiscal Year-End At Fiscal Year-End Name On Exercise Realized Exercisable Unexercisable Exercisable Unexercisable (#) ($) (#) (#) ($) ($) Jack C. Brown 0 0 15,000 0 0(1) 0 (1) Based on the closing sale price of $2.05 on March 26, 2004, 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, 2004 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 2004. As discussed above, during the fiscal year ended March 31, 2004, 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, 2004 required to be reported pursuant to Item 402(j) of Regulation S-K. 5
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 Joel M. Greenblatt 150,000(2) 30.4% 100 Jericho Quadrangle Suite 212 Jericho, NY 11753 Daniel L. Nir 150,000(2) 30.4% Gracie Capital 527 Madison Avenue, 11th Floor New York, NY 10021 Jack C. Brown 20,456(3) 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) 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. (3) 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. 6
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 was named a Manager of the Development Company as of June 30, 2004. 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. On September 20, 2002, the Stock Warrant held by Windward Group, L.L.C. for the purchase of 100,000 shares of common stock at $3.00 per share, which was to expire on September 21, 2002, was extended by the Board of Directors for an additional five years, such that it now expires on September 21, 2007. Mr. Nir and Mr. Greenblatt have membership interests in the Windward Group, and therefore may be deemed to beneficially own the shares underlying the Stock Warrant. However, Mr. Nir and Mr. Greenblatt disclaim individual beneficial ownership of the shares underlying the Stock Warrant. 7
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, 2003: 2004 2003 ---- ---- Audit Fees:...............................................................$18,221 $16,300 Audit-Related Fees:....................................................... -- -- Tax Fees:................................................................. 4,615 5,600 All Other 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. The Board of Directors, acting as Audit Committee, has not adopted pre-approval policies and procedures with respect to services provided by the independent auditor, as all services are approved by the Board prior to the services being provided. 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 May 27, 2005. 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 August 10, 2005. 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. 8
The Annual Report to Shareholders, which contains financial statements for the year ended March 31, 2004 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: October 1, 2004 9
THE ST. LAWRENCE SEAWAY CORPORATION Proxy for Annual Meeting of Shareholders to be Held November 3, 2004 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 September 17, 2004 at the Annual Meeting of the Shareholders to be held on November 3, 2004, 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) 1
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:______________________, 2004 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.