NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
to be held August 21, 1997
To the Stockholders of Todd Shipyards Corporation:
NOTICE IS HEREBY GIVEN that the 1997 Annual Meeting of
Stockholders (the "Meeting") of Todd Shipyards Corporation, a
Delaware corporation ("Todd" or the "Company"), will be held on
Thursday, August 21, 1997, 9:00 a.m., local time, in the Meisnest
Room (3rd Floor) 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 1997 Annual
Meeting of Stockholders and until their successors are duly
elected and qualified;
2. To ratify the appointment of Ernst & Young LLP 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 June 20, 1997 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
June 30, 1997
TODD SHIPYARDS CORPORATION
1801 16th Avenue Southwest
Seattle, Washington 98134
- -----------------------------
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
August 21, 1997
- ---------------------------
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 1997 Annual Meeting of
Stockholders of the Company to be held on Thursday, August 21,
1997 at 9:00 a.m. local time, in the Meisnest Room (3rd Floor)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 July 1, 1997.
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 1998 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 LLP 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 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. All Nominees are currently
directors. Each Nominee was nominated by the Board of Directors
for election as director.
Brent D. Baird (Age 58) - 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, First Carolina
Investors, Inc., Merchant's Group, Inc., and Exolon-ESK, Inc.
Steven A. Clifford (Age 54) - director since 1993
Since 1992, Mr. Clifford has served as Chairman and CEO of
National Mobile Television, Inc. From 1979-1992 he served as
President and CEO (1987-1992) of King Broadcasting Company, Inc.
and as Vice President-Finance (1979-1987). Mr. Clifford serves
on the Board of Directors of U.S. Bank, and Harbor Properties
Inc.
Patrick W.E. Hodgson (Age 57) - 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 First Empire State
Corporation, Exolon-ESK, Inc., First Carolina Investors, Inc. and
Scott's Restaurants, Inc.
Joseph D. Lehrer (Age 48) - 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 60) - 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 56) - 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 1997 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 1997 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 1997.
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 did not hold a meeting during
the Company's 1997 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 $1,000 for each
meeting and are reimbursed expenses for attendance at Board and
committee meetings.
Compliance with Section 16(a) of the Exchange Act
Section 16(a) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), requires directors, certain officers and
greater-than-10% shareholders ("Reporting Persons") of all
publicly-held companies to file certain reports ("Section 16
Reports") with respect to beneficial ownership of such companies'
equity securities.
Based solely on its review of the Section 16 Reports furnished to
the Company by its Reporting Persons and, where applicable, any
written representation by them that no Form 5 was required, all
Section 16(a) filing requirements applicable to the Company's
Reporting Persons during and with respect to fiscal year 1997
have been complied with on a timely basis, except for two reports
filed late by John D. Weil. A Form 4 was filed in June 1997 for
purchases by Mr. Weil in August 1996 and a Form 4 was filed in
June 1997 reflecting changes, effective November 1, 1996, in the
form of beneficial ownership of certain shares.
EXECUTIVE OFFICERS
The following is a list of the Executive Officers of the Company:
Patrick W.E. Hodgson Chairman and Chief Executive Officer
Stephen G. Welch Vice President, Chief Financial Officer
and Treasurer
Michael G. Marsh Secretary and General Counsel
Roland H. Webb President and Chief Operating Officer
(Todd Pacific Shipyards Corporation)
Biographical information with respect to executive officers who
have been employed by the Company for less than five years is
presented below except as to Mr. Hodgson, who also serves as a
director and nominee and whose biography appears above.
Stephen G. Welch (age 40) - Officer since 1994
Mr. Welch joined the Company on March 14, 1994 as Vice President
of the Company and Chief Operating Officer of TSI Management,
Inc., a wholly owned subsidiary of the Company. Mr. Welch was
elected Chief Executive Officer of Elettra Broadcasting, Inc.,
another wholly owned subsidiary of the Company in May 1995. Mr.
Welch was appointed Acting Chief Financial Officer on March 4,
1995 and served in that capacity until July 17, 1995. Mr. Welch
was again appointed Acting Chief Financial Officer and Treasurer
and served in that capacity until his appointment to Chief
Financial Officer and Treasurer on June 7, 1997. From 1992 to
1994, Mr. Welch was the Chief Executive Officer of Coral
Communications, Inc., a corporation formed to acquire and operate
radio properties. Mr. Welch is also President of San Francisco
Radio, Inc. (from 1992 to the present) and was President of
Portland Radio, Inc. (during 1992). Prior to 1992, Mr. Welch was
the Vice President, Finance and Treasurer of King Broadcasting
Company, Inc., a diversified media company. Mr. Welch is on the
Board of Directors and the Executive Committee of the Foundation
for Health Care Quality.
Roland H. Webb (age 46) - Officer since 1994
Mr. Webb has been in his current position as President and Chief
Operating Officer of the Company's wholly-owned subsidiary, Todd
Pacific Shipyards Corporation ("Todd Pacific"), since March 1995.
Mr. Webb joined Todd Pacific in August 1993, first as a
consultant and then was elected to the position of Vice President
and General Manager of Todd Pacific. Mr. Webb is a marine
engineer and has been involved in commercial shipyard operations
management since 1979. Prior to his arrival at Todd Pacific, he
was the Project Director for Integrated Ferry Constructors of a
major contract in British Columbia, Canada to construct the
largest passenger car ferries in Canada.
Patrick W.E. Hodgson - Biography above in INFORMATION CONCERNING
NOMINEES
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:
Long All
Annual Term Other
Compen- Compen- Compen-
sation sation sation
------ ------- -------
Stock
Option
Name and Awards
Principal Position Year Salary (1) (Shares) Other
================================================================
Patrick W.E. Hodgson 1997 $150,000 - $ 900
Chairman and Chief 1996 150,000 20,000 675
Executive Officer 1995 150,000 100,000 609
Todd Shipyards
Stephen G. Welch 1997 124,250 - 88
Vice President, Chief 1996 109,615 20,000 76
Financial Officer 1995 100,000 75,000 -
and Treasurer
Todd Shipyards and
Todd Pacific
Roland H. Webb 1997 133,480 - 164
President and Chief 1996 130,000 20,000 162
Operating Officer 1995 123,475 25,000 -
Todd Pacific
Michael G. Marsh 1997 103,231 - 103
Secretary and General 1996 99,189 15,000 91
Counsel 1995 96,768 10,000 48
Todd Shipyards and
Todd Pacific
OPTION GRANTS IN LAST FISCAL YEAR
There were no grants of stock options in the fiscal year ended
March 30, 1997.
The following table sets forth certain information regarding
options exercised by the named executives during the year ended
March 30, 1997, the total gain realized upon exercise, the number
of stock options held at the end of the year, and the realizable
gain of the stock options that are "in-the-money." In-the-money
stock options are stock options with exercise prices that are
below the year-end stock price because the stock value increased
from the grant value.
Total Value of
Number of Unexercised
Shares Value Unexercised in-the-money
Acquired Realized Options at Options at
on on Fiscal year- Fiscal year-
Exercise Exercise end (#) (1) end($) (1)(2)
(1) Exercisable/ Exercisable/
Unexercisable Unexercisable
P. Hodgson 0 0 120,000 $137,500
0 0
S. Welch 0 0 72,666 74,240
22,334 10,125
R. Webb 0 0 31,666 34,375
13,334 0
M. Marsh 0 0 11,666 7,499
13,334 3,751
(1) The Company has no granted or outstanding Stock Appreciation
Rights.
(2) The Value of Unexercised In-the-Money Options is based upon
the closing price of the Company's Common Stock on the New York
Stock Exchange on March 27, 1997 of $5 5/8 ($5.625) per share.
The Company did not have any Restricted Stock Awards or Long-Term
Incentive Payouts ("LTIP") either granted or outstanding in
fiscal year 1997. As a result of the foregoing, the Company has
not included such information in the above presented tables since
disclosure is 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. 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 hired after July 1, 1993.
Accordingly, Messrs. Hodgson, Welch and Webb do not participate
in the Retirement System.
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.
Pension Plan Table
Years of Service
Average Final
Compensation _______________________________________________
15 20 25 30 35
$100,000 $24,551 $32,734 $40,918 $49,102 $57,285
150,000 37,676 50,234 62,793 75,232 87,910
200,000 50,801 67,734 84,668 101,602 118,536
Compensation covered by the Retirement Plan includes salary and
any cash bonuses as indicated in the Cash Compensation Table
above. The preceding Pension Plan Table indicates the pension
benefits payable as a straight life annuity upon retirement for
individuals with specified compensation levels and years of
service. The benefits reflect an estimated deduction for the
offset described above. The estimated credited years of service
for Mr. Marsh is 13 years.
No amounts were paid or distributed from the Retirement System to
any of the executive officers named in the Cash Compensation
Table or to the executive officers of the Company as a group
during fiscal year 1997. The estimated accrued annual benefits
payable upon retirement at normal retirement age for Mr. Marsh is
$19,693.
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, a range of domestic and foreign equities and
bond funds.
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 1997.
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)
were, 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 (the "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.
During Fiscal Year 1995, the Committee retained an independent
compensation consultant to review and evaluate the compensation
plans of the Chief Executive Officer and the other executive
officers of the Company. Several nationally recognized surveys
and sources were utilized to evaluate the cash and equity
compensation practices of the Company. Where possible, direct
comparisons were made to companies in the same or similar
industries in order to establish compensation practices
consistent with the marine industry as a whole. The Committee
believes that the exercise undertaken by the independent
consultant resulted in accurate data from which to establish
proper market placement of the Company's executive officers.
The Committee further believes that executive officer
compensation, including that of the Chief Executive Officer's
should be heavily influenced by Company performance and
achievement of goals. Annually, the Committee establishes each
executive officer's cash and equity compensation based on the
Board of Directors' evaluation of the Chief Executive Officer,
and the evaluation by the Board of Directors and Chief Executive
Officer of the other executive officers, including in such
evaluation their past performance and relative impact on the
success of the Company and the achievement of its goals.
The Committee in conjunction with the entire Board of Directors
reviewed the compensation arrangements of the Chief Executive
Officer and the other executive officers during Fiscal Year 1997
and made adjustments based on individual performance of each and
in the case of the Chief Financial Officer, an increase in base
pay commensurate with an assigned increase in the scope of his
responsibilities. The Chief Executive Officer's base salary
remained frozen at his request. The Committee continues to
utilize the compensation studies performed in Fiscal Year 1995
and believes them to be a valid assessment of the current
compensation practices in the marine industry. Any future
adjustment of executive officers' compensation will be
accomplished in accordance with the procedures established and
adopted as a result of the Fiscal 1995 outside review.
The Committee has developed a compensation strategy for the
Company's executive officers which provides 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 those of its stockholders. The Committee and the Board of
Directors believe that management's ownership of an equity
interest in the Company is an incentive in building shareholder
value and aligning the long term interests of management and
shareholders. The Board of Directors did not grant any
additional stock options to its executive officers in Fiscal Year
1997.
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. Company = Todd Shipyards Corporation; DJTE = Dow Jones
Industrial Average-Transportation Equipment; DOW = Dow Jones
Industrial Average.
Dates Company Index DJTE Index DOW Index
- -------------- ---------- ---------- -------------
March 29, 1992 100.00 100.00 100.00
March 28, 1993 119.44 119.86 109.69
April 3, 1994 100.00 138.14 119.19
April 2, 1995 130.56 123.71 140.19
March 31, 1996 163.89 131.29 193.04
March 30, 1997 125.00 156.43 232.19
The information presented in the performance graph indicates that
$100 invested in the Company's Common Stock on March 31, 1991
would be worth $134.09 on March 30, 1997 which represents a
compounded rate of return of 6.04% The same amount
hypothetically invested in the Dow Jones Transportation Equipment
and Dow Jones Industrial Averages would be worth $171.18 or
$220.82, respectively, which represent a compounded rate of
return of 11.48% and 17.17%, 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 LLP to serve
as independent public accountants for the Fiscal Year ending
March 29, 1998 and at the Meeting, the Board will recommend that
stockholders ratify such appointment. Representatives of Ernst &
Young LLP 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 LLP
AS THE COMPANY'S INDEPENDENT PUBLIC ACCOUNTANTS
FOR THE FISCAL YEAR 1998
______________________________________________
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 March
30, 1997, except as otherwise noted, 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.
Amount and Nature
Name of of Beneficial Percent of
Beneficial Owner Ownership (1) Class (2)
- ------------------------------ ------------------ ---------
Brent D. Baird 1,553,100(3) 15.67%
1350 One M&T Plaza
Buffalo, NY 14203
Steven A. Clifford 8,000 ---
Patrick W.E. Hodgson 165,000(4) 1.63%
Joseph D. Lehrer 2,000 ---
Philip N. Robinson 115,500(5) 1.17%
John D. Weil 1,020,600(6) 10.30%
509 Olive Street, Suite 705
St. Louis, MO 63101
Peter Cundill & Associates 676,100 6.82%
c/o John P. Walsh, Esq.
101 South Hanley Road, Suite 1600
St. Louis, MO 63105
All Current Directors and Executive 2,990,064(7) 29.60%
Officers as a Group (10 persons)
All Nominees as a Group (6 persons) 2,864,200 28.35%
(1) All beneficial ownership is sole and direct unless otherwise
noted.
(2) No percent of class is given for holdings less than one
percent of the outstanding Common Stock.
(3) Mr. Baird owns directly 35,000 shares; Mr. Baird also holds
indirectly 40,000 shares in a personal holding company, 4,700
shares in a retirement fund, 5,000 shares as trustee for Jane D.
Baird, and 20,000 held by his spouse. 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. 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.
(4) Includes 45,000 shares directly beneficially owned by
Cinnamon Investments Limited and options for 120,000 shares
granted to Mr. Hodgson and currently exercisable. Mr. Hodgson
owns 100% of Cinnamon Investments Limited and has sole voting and
investment control over such shares.
(5) Philip N. Robinson owns directly 8,500 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 95,000 shares; Mr. Robinson's son Todd Robinson
directly beneficially owns 12,000 shares. 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 107,000 shares; Mr. Robinson disclaims beneficial
ownership of all such shares.
(6) John D. Weil may be deemed to have sole voting and
dispositive power with respect to 988,600 shraes which include
12,000 shares held directly by Clayton Management Co. and 976,600
shares held by a family partnership of which Clayton Management
Co. is the general partner. Mr. Weil is the President and sole
shareholder of Clayton Management Co. The remaining 32,000
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, and
Mr. Weil may be deemed to have indirect shared beneficial
ownership with respect to such shares.
(7) Includes an aggregate of 235,998 shares subject to options
exercisable at June 20, 1997 (or becoming exercisable within 60
days thereafter) and an aggregate of 8,866 shares held through
the Savings Plan. 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.
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.
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 June 20, 1997 (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 9,910,180 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 LLP
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 1998 Annual Meeting are advised that their
proposals must be received by the Company no later than May 6,
1998 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 1997 Annual Report of the Company, which includes financial
statements for the fiscal periods ended March 31, 1996 and March
30, 1997 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 matters properly come before the Meeting, the
persons 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).
SHAREHOLDER RELATIONS DEPARTMENT
TODD SHIPYARDS CORPORATION
1801-16TH AVENUE SW
SEATTLE, WASHINGTON 98134
Dated: June 30, 1997