=================================================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB X QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the - --- quarterly period ended September 30, 2006 ___ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT for the transition period from ____________ to ____________ Commission File Number 000-02040 ------------ THE ST. LAWRENCE SEAWAY CORPORATION ----------------------------------------------------------------- (Exact Name of Small Business Issuer as Specified in its Charter) INDIANA 35-1038443 - ------------------------------- ------------------------------------ (State or Other Jurisdiction of (I.R.S. Employer Identification No.) Incorporation or Organization) 55 South State Avenue Indianapolis, Indiana 46204 ---------------------------------------- (Address of principal executive offices) (317) 639-5292 ------------------------------------------------- (Issuer's Telephone Number, Including Area Code ) Check whether the issuer: (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No --------- --------- Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No X ---------- --------- State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: Class Outstanding at November 10, 2006 ------- -------------------------------- Common Stock, $1.00 par value 427,069 Transitional Small Business Disclosure Format (check one): Yes No X ---------- --------- ===================================================================================================
THE ST. LAWRENCE SEAWAY CORPORATION FORM 10-QSB INDEX PART I. FINANCIAL INFORMATION PAGE ---- Item 1. Financial Statements Balance Sheets - September 30, 2006 (unaudited) and March 31, 2006...........................3 Statements of Operations - Three months ended September 30, 2006 and 2005 (unaudited)........4 Statements of Operations - Six months ended September 30, 2006 and 2005 (unaudited)..........5 Statements of Cash Flows - Six months ended September 30, 2006 and 2005 (unaudited)..........6 Notes to Financial Statements - September 30, 2006........................................7-10 Item 2. Management's Discussion and Analysis or Plan of Operation............................10-13 Item 3. Controls and Procedures.................................................................13 PART II. OTHER INFORMATION......................................................................14 SIGNATURE........................................................................................15 -2-
PART I. FINANCIAL INFORMATION THE ST. LAWRENCE SEAWAY CORPORATION BALANCE SHEETS September 30, 2006 (UNAUDITED) AND MARCH 31, 2006 At Sept. 30, At March 31, 2006 2006 --------------------------------------- (unaudited) (audited) ASSETS Current assets: Cash and cash equivalents $ 142,381 122,978 Interest and other receivables 259 175 --------------------------------------- Total Current Assets 142,640 123,153 Other assets: T3 Therapeutics 90,000 90,000 --------------------------------------- Total Assets 232,640 213,153 ======================================= LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable & accrued expenses $ 56,470 52,000 --------------------------------------- Total Current Liabilities 56,470 52,000 Shareholders' equity: Common stock, par value $1 per share; 4,000,000 authorized, 427,069 and 410,402 issued and outstanding at the respective dates 427,069 410,402 Additional paid-in capital 443,920 410,586 Retained earnings (deficit) $ (694,819) (659,835) --------------------------------------- Total Shareholders' Equity 176,170 161,153 --------------------------------------- Total Liabilities and Shareholders' Equity $ 232,640 213,153 ======================================= -3-
THE ST. LAWRENCE SEAWAY CORPORATION STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED September 30, 2006 AND 2005 (UNAUDITED) For the Three Months Ended ------------------------------------------------ September 30, September 30, 2006 2005 ------------------------------------------------ Revenues: Interest and dividends $ 1,850 1,206 ------------------------------------------------ Total revenues 1,850 1,206 Operating costs and expenses: General and administrative 15,477 5,684 ------------------------------------------------ Total operating expenses 15,477 5,684 Income (Loss) before tax provision (13,627) (4,478) Provision for income taxes 0 0 ------------------------------------------------ Net income (loss) $ (13,627) (4,478) ================================================ Per share data: Weighted average number of common shares outstanding 427,069 393,735 ------------------------------------------------ Diluted 441,978 393,735 Basic earnings per share: Income (Loss) per share ($0.03) ($0.01) ================================================ -4-
THE ST. LAWRENCE SEAWAY CORPORATION STATEMENTS OF OPERATIONS FOR THE SIX MONTHS ENDED September 30, 2006 AND 2005 (UNAUDITED) For the Six Months Ended --------------------------------------------------- September 30, September 30, 2006 2005 -------------------------------------------------- Revenues: Interest and dividends $ 3,204 2,279 -------------------------------------------------- Total revenues 3,204 2,279 Operating costs and expenses: General and administrative 38,188 17,201 -------------------------------------------------- Total operating expenses 38,188 17,201 Income (Loss) before tax provision (34,984) (14,922) Provision for income taxes 0 0 -------------------------------------------------- Net income (loss) $ (34,984) (14,922) ================================================== Per share data: Weighted average number of common shares outstanding 420,420 393,735 -------------------------------------------------- Diluted 435,511 393,735 Primary earnings per share: Income (Loss) per share ($0.08) ($0.04) ================================================== -5-
THE ST. LAWRENCE SEAWAY CORPORATION STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2006 AND 2005 (UNAUDITED) For the Six Months Ended September 30, September 30, 2006 2005 ---------------------------------------- Cash flows from operating activities: Net Income (Loss) $ (34,984) (14,922) Adjustments to reconcile net income to net cash from operating activities (Increase) Decrease in current assets: Interest and other receivables (84) (87) (Decrease) Increase in current liabilities: Accounts payable 4,470 (12,434) Income taxes payable 0 0 ---------------------------------------- Net cash from operating activities (30,598) (27,443) Cash flows from investing activities: ---------------------------------------- Net cash from investing activities 0 0 Cash flows from financing activities Exercise of stock warrant 50,001 0 ---------------------------------------- Net cash from financing activities 50,001 0 Net increase (decrease) in cash and cash equivalents 19,403 (27,443) Cash and cash equivalents, beginning 122,978 176,873 ---------------------------------------- Cash and cash equivalents, ending $ 142,381 149,430 ======================================== Supplemental disclosures of cash flow information: Cash paid for income taxes 0 0 Cash paid for interest expense 0 0 -6-
THE ST. LAWRENCE SEAWAY CORPORATION NOTES TO THE FINANCIAL STATEMENTS SEPTEMBER 30, 2006 (UNAUDITED) NOTE A--BASIS OF PRESENTATION The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and the instructions for Form 10-QSB. Accordingly, they do not include all of the information and footnotes required for generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and six month periods ending September 30, 2006 are not necessarily indicative of the results that may be expected for the fiscal year ending March 31, 2007. For further information, refer to the financial statements and footnotes thereto included in the Company's annual report on Form 10-KSB for the fiscal year ended March 31, 2006. NOTE B--RECLASSIFICATION AND ESTIMATES The 2005 financial statements have been reclassified, where necessary, to conform to the presentation of the 2006 financial statements. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. NOTE C--EARNINGS PER SHARE Basic and diluted earnings per share are computed using the weighted average number of shares of common stock and common stock equivalents outstanding under the treasury stock method. Common stock equivalents include all common stock options and warrants outstanding during each of the periods presented. NOTE D--RESEARCH INVESTMENT The Company entered into a Research Funding Agreement with New York University School of Medicine, New York, New York, under which the Company provided funding for the further development of certain NYU medical discoveries and technology, in return for which the Company is entitled to receive license fees from the future commercial uses of such discoveries. Such technology is subject to pending NYU patent applications and generally relates to treatment of certain prostate enlargements and prostate cancers. Under the Research Funding Agreement, the Company agreed to provide research funding of $25,000 for each of eight calendar quarters, in exchange for which the Company is entitled to receive 1.5% of future license revenues from the sale, license or other commercialization of the patents. The first payment was made in connection with the execution of the Research Funding Agreement in January 2002. The Company had the option to provide additional funds for up to three additional years of development, in exchange for which the Company's share of license revenue from the patents would increase to a maximum of 3.75%. The Company did not exercise this option. Development and commercialization of the patents are highly speculative and subject to numerous scientific, financial, practical and commercial uncertainties. There can be no assurances that the Company will receive any license revenues as a result of its investment. -7-
NOTE E--T3 THERAPEUTICS INVESTMENT As of June 25, 2002, the Company entered into a joint venture agreement (the "Original Agreement") under which it has provided development funding to a newly-formed private limited liability company, T3 Therapeutics, LLC, a Delaware limited liability company (the "Development Company"), for specified drug treatment protocols for thyroid and cardiovascular disease, in exchange for an equity interest in the Development Company. Such treatments are in early stage development and involve the use of novel formulations of hormones, delivered in controlled release formulations. Funding provided by the Company is being used for the purpose of financing development of new formulations of such hormones, and to conduct animal and human clinical trials. Under the Original Agreement, (i) T3 Therapeutics, Inc. (the "Founder Company") contributed to the Development Company all of its right, title and interest in the design, development and research of certain medicinal products in exchange for an 87.5% Class A ownership stake in the Development Company, (ii) the Company provided development funding of $750,000 to the Development Company in exchange for a 12.5% preferential Class B ownership stake in the Development Company, and (iii) Mr. Edward Grier, a vice president and director of the Company, was granted an option to purchase 25 Class B units in the Development Company. In connection with the consummation of the transactions contemplated by the Original Agreement, Mr. Grier purchased 25 Class A units in the Development Company from the Founder Company for $150,000, which resulted in the Founder Company having an 85% Class A ownership stake in the Development Company and Mr. Grier having a 2.5% Class A ownership stake in the Development Company. In addition, the Original Agreement provided for a follow-on investment by the Company of an additional $750,000 if certain preliminary FDA testing approvals were secured, with a corresponding increase in the Company's ownership stake in the Development Company to 25%. As of November 16, 2005, the Company, the Founder Company and Mr. Grier (together with the Founder Company, the "Other Members") entered into an Amended and Restated Limited Liability Company Agreement (the "Amendment") of the Development Company, which amended and restated the Original Agreement to, among other things, provide for satisfaction of any contingent follow-on investment obligation of the Company in exchange for its making a $50,000 investment on or about the time of execution of the Amendment, and for the conversion of all of the Company's preferential Class B interests in the Development Company (including certain redemption, registration and contingent additional unit rights), as well as all of the interests of Mr. Grier and the Founder Company, into a single non-preferential class of unit interests. The $50,000 follow-on investment increased the Company's ownership stake in the Development Company to 25%, subject to adjustment and dilution. The Company's ownership stake in the Development Company has been diluted to approximately 21.8% upon the issuance by the Development Company of Development Company units to the original patent licensor in exchange for the original patent licensor's modified royalty agreement with the Development Company. Further dilution of the Company's ownership stake is expected as the Development Company raises capital to fund operations. Prior to the follow-on investment noted above, the Company carried the investment at the March 31, 2005 restated value of $680,000. As the $50,000 investment increased the Company's equity share by 12.5% (prior to subsequent dilution noted above), the Company reviewed the original 12.5% investment for impairment, and concluded that the original investment should be reduced to equal the value of the follow-on investment. As such, the Company recorded a loss on the other than temporary decline -8-
in the value of its original investment balance. Accordingly, an impairment loss of $630,000 was recorded during the fiscal year ended March 31, 2006. A reconciliation of the investment account is as follows: Balance March 1, 2005 (as restated) $680,000 Add: Follow-on investment, November 16, 2005 50,000 --------- Subtotal 730,000 Less: Impairment loss 630,000 Equity in loss 10,000 --------- Balance, September 30 and March 31, 2006 $ 90,000 ======== If the product is licensed by the Development Company to a pharmaceutical partner the Company is entitled to a portion of Development Company's resulting royalties and progress payments. The amount of ownership and royalties to be received by the Company is subject to adjustment, based upon (i) ownership and license arrangements that the Development Company makes with laboratories that provide research and formulation expertise and products, (ii) development or licensing transactions, or (iii) other sources of financing. Development and commercialization of the treatment protocols is highly speculative and subject to numerous scientific, practical, financial and commercial uncertainties. As of the conversion, Mr. Grier was a 2.5% Member of the Development Company and had an option to purchase an approximate 2.5% (25 units) additional ownership stake in the Development Company. NOTE F - NEW ACCOUNTING POLICY - SHARE BASED AWARDS On December 16, 2004, the Financial Accounting Standards Board ("FASB") issued FASB Statement No. 123 (revised 2004), "Share-Based Payment" ("SFAS 123(R)"), which is a revision of FASB Statement No. 123, "Accounting for Stock-Based Compensation." SFAS 123(R) requires expense for all share-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values. Pro forma disclosure is no longer an alternative. For the Company, this statement is effective and was adopted as of April 1, 2006. The Company has adopted the modified prospective method, under which compensation cost is recognized beginning with the effective date. The modified prospective method recognizes compensation cost based on the requirements of SFAS 123(R) for all share-based payments granted after the effective date and for all awards granted to employees prior to the effective date that remain unvested on the effective date. Prior to the effective date, the Company accounted for stock-based compensation granted to employees and directors under Accounting Principles Board ("APB") Opinion No. 25 "Accounting for Stock Issued to Employees" and related interpretations as permitted by SFAS 123. Accordingly, because the exercise price of the options equaled the fair value of the underlying shares at the date of grant, no compensation cost was recognized by the Company for stock based compensation. As required by SFAS 123, the Company presented certain pro-forma information for stock-based compensation in the notes to the financial statements. -9-
Effective April 1, 2006, the Company adopted the fair-value recognition provisions of SFAS 123R, using the modified-prospective transition method. Under this transition method, stock-based compensation cost will be recognized for all share based payments issued after April 1, 2006. Such compensation cost would include the estimated expense for the portion of the vesting period after April 1, 2006 for share-based payments granted prior to, but not vested as of April 1, 2006, based on the grant date fair value estimated in accordance with SFAS 123. Results from prior periods have not been restated, as provided under the modified-prospective method. The Company has not issued any new share based payments during the three and six months ended September 30, 2006. In addition, based on analysis of all share-based payments issued prior to April 1, 2006, it was determined the adoption of SFAS 123R was immaterial in nature for both periods ended September 30, 2006 and 2005. Accordingly, the Company has not recorded any compensation cost for the three or six months ended September 30, 2006. THE ST. LAWRENCE SEAWAY CORPORATION ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESEARCH FUNDING. Please see "Note E--T3 Therapeutics Investment" in the Notes to the Financial Statements contained under Item 1 of this Form 10-QSB for a description of a research funding agreement the Company entered into during 2002. As of November 16, 2005, the Company and the Other Members entered into an Amended and Restated Limited Liability Company Agreement (the "Amendment") of the Development Company, which amended and restated the Original Agreement to, among other things, provide for satisfaction of any contingent follow-on investment obligation of the Company in exchange for its making a $50,000 investment on or about the time of execution of the Amendment, and for the conversion of all of the Company's preferential Class B interests in the Development Company (including certain redemption, registration and contingent additional unit rights), as well as all of the interests of Mr. Grier and the Founder Company, into a single non-preferential class of unit interests. The $50,000 follow-on investment increased the Company's ownership stake in the Development Company to 25%, subject to adjustment and dilution. As of March 31, 2006, the Company's ownership stake in the Development Company has been diluted to approximately 21.8% upon the issuance by the Development Company of Development Company units to the original patent licensor in exchange for the original patent licensor's modified royalty agreement with the Development Company. Further dilution of the Company's ownership stake is expected as the Development Company raises additional capital to fund operations. RESULTS OF OPERATIONS -- THREE MONTHS ENDED SEPTEMBER 30, 2006 AS COMPARED TO THREE MONTHS ENDED SEPTEMBER 30, 2005. Interest and dividend income increased to $1,850 for the three months ended September 30, 2006, from $1,206 for the three months ended September 30, 2005, an increase of $644. This increase is a result of interest earned on a higher average cash balance during 2006 as compared to 2005. In the third quarter of 2005, the Company made its $50,000 follow-on investment in the Development Company. General and administrative expenses increased $9,793, or 172%, to $15,477 for the three months ended September 30, 2006 from $5,684 for the three months ended September 30, 2005. The increase in general and administrative expenses is primarily due to higher professional fees. -10-
The following table provides further detail on general and administrative expenses: THREE MONTHS ENDED SEPTEMBER 30, 2006 2005 ---- ---- Executive compensation, management fees, salaries and employee benefits.................................................. $ 330 $ 327 Office rent and company operations............................. 311 414 Stock transfer services, proxy, annual meeting and SEC report compliance................................................ 3,836 2,943 Professional fees (accounting & legal)......................... 11,000 2,000 ------- ------- Total........................................ $15,477 $ 5,684 ======= ======= As a result of the above items, the Company had a loss of $13,627 before provision of income taxes in the three months ended September 30, 2006, as compared to a loss of $4,478 before provision of income taxes in the three months ended September 30, 2005. No Indiana gross tax was provided for in the three month periods ended September 30, 2006 and 2005. No federal tax provision is applicable in the three month periods ended September 30, 2006 and 2005. The Company is currently evaluating strategic alternatives including the complete liquidation and dissolution of the Company and the appropriate timing thereof to afford the Company with an optimum opportunity to find and complete favorable merger or sale agreements with respect to the Company or its assets in an effort to maximize the total return on its shareholders' investment. Results of Operations -- Six months ended September 30, 2006 as compared to six months ended September 30, 2005. Interest and dividend income increased to $3,204 for the six months ended September 30, 2006, from $2,279 for the six months ended September 30, 2005, an increase of $925. This increase is a result of interest earned on a higher average cash balance during 2006 as compared to 2005. In the third quarter of 2005, the Company made its $50,000 follow-on investment in the Development Company. General and administrative expenses increased $20,987, or 122%, to $38,188 for the six months ended September 30, 2006 from $17,201 for the six months ended September 30, 2005. The increase in general and administrative expenses is primarily due to higher professional fees. -11-
The following table provides further detail on general and administrative expenses: SIX MONTHS ENDED SEPTEMBER 30, 2006 2005 ---- ---- Executive compensation, management fees, salaries and employee benefits.................................................. $ 550 $ 2,154 Office rent and company operations............................. 575 688 Stock transfer services, proxy, annual meeting and SEC report compliance................................................ 5,958 4,859 Professional fees (accounting & legal)......................... 31,105 9,500 -------- --------- Total........................................ $ 38,188 $ 17,201 ======== ======== As a result of the above items, the Company had a loss of $34,984 before provision of income taxes in the six months ended September 30, 2006, as compared to a loss of $14,922 before provision of income taxes in the six months ended September 30, 2005. No Indiana gross tax was provided for in the six month periods ended September 30, 2006 and 2005. No federal tax provision is applicable in the six month periods ended September 30, 2006 and 2005. The Company is currently evaluating strategic alternatives including the complete liquidation and dissolution of the Company and the appropriate timing thereof to afford the Company with an optimum opportunity to find and complete favorable merger or sale agreements with respect to the Company or its assets in an effort to maximize the total return on its shareholders' investment. LIQUIDITY AND CAPITAL RESOURCES At September 30, 2006, the Company had net working capital of $86,170, substantially all of which was in cash and money market funds. In November 2005, the Company used cash in the amount of $50,000 to make its follow-on investment in the Development Company. Subject to unexpected expenses, the Company believes it has sufficient capital resources to continue its current business for the next twelve months. The Company is currently evaluating strategic alternatives including the complete liquidation and dissolution of the Company and the appropriate timing thereof to afford the Company with an optimum opportunity to find and complete favorable merger or sale agreements with respect to the Company or its assets in an effort to maximize the total return on its shareholders' investment. The Company does not have a formal arrangement with any bank or financial institution with respect to the availability of financing in the future. On June 13, 2006, Mr. Joel Greenblatt, Chairman of the Company's Board of Directors, exercised a warrant to purchase 16,667 shares of the Company's common stock at an exercise price of $3 per share, which resulted in the Company receiving $50,001 in cash on such date as payment for the shares. -12-
"Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995 This Form 10-QSB contains statements which are not historical facts, but are forward-looking statements which are subject to risks, uncertainties and unforeseen factors that could affect the Company's ability to accomplish its strategic objectives with respect to acquisitions and developing new business opportunities, as well as its operations and actual results. All forward-looking statements contained herein reflect Management's analysis only as of the date of the filing of this Form 10-QSB. Except as may be required by law, the Company undertakes no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date hereof. In addition to the disclosures contained herein, readers should carefully review risks, uncertainties and other factors contained in other documents which the Company files from time to time with the Securities and Exchange Commission. These factors include, but are not limited to: o the timing and necessity of a complete liquidation and dissolution of the company, if any; o the ability to successfully complete development and commercialization of products, including the cost, timing, scope and results of pre-clinical and clinical testing; o the ability to successfully complete product research and further development, including animal, pre-clinical and clinical studies; o the ability of the developers to manage multiple late stage clinical trials for a variety of product candidates; o significant uncertainties and requirements to attain government testing and sales approvals and licenses; o the volume and profitability of product sales; o changes in existing and potential relationships with financing, corporate or laboratory collaborators; o the cost, delivery and quality of clinical and commercial grade materials supplied by contract manufacturers or laboratories; o the timing, cost and uncertainty of obtaining regulatory approvals; o the ability to obtain substantial additional funding or to enter into development or licensing arrangements with well-funded partners or licensees; o the ability to attract manufacturing, sales, distribution and marketing partners and other strategic alliances; o the ability to develop and commercialize products before competitors; and o the dependence on certain founders and key management members of the developer, or physicians with expertise in the field. ITEM 3. CONTROLS AND PROCEDURES. (a) Evaluation of Disclosure Controls and Procedures. The Company's Chairman of the Board and President and Treasurer have evaluated the effectiveness of the Company's disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) as of the end of the period covered by this Quarterly Report (the "Evaluation Date"). Based upon such evaluation, such officers have concluded that, as of the Evaluation Date, the Company's disclosure controls and procedures are effective in alerting them on a timely basis to material information relating to the Company required to be included in the Company's reports filed or submitted under the Exchange Act. -13-
(b) Changes in Internal Control Over Financial Reporting. During the period covered by this Quarterly Report, there has not been any change in the Company's internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, such controls. PART II. OTHER INFORMATION Item 1. Legal Proceeding - Not Applicable Item 2. Unregistered Sales of Equity Securities and Use of Proceeds -Not Applicable Item 3. Defaults upon Senior Securities - Not Applicable Item 4. Submission of Matters to a Vote of Security Holders - Not Applicable Item 5. Other Information - On November 13, 2006, the Company entered into letter agreements with each of Jack C. Brown, a director of the Company (see Exhibit 10.1), Joel M. Greenblatt, Chairman of the Company's Board of Directors (see Exhibit 10.2), Daniel L. Nir, President, Treasurer and a director of the Company (see Exhibit 10.3), and Edward B. Grier III, a vice president and director of the Company (see Exhibit 10.4). Under the terms of the letter agreements, the Company will provide each member of the Company's Board of Directors with the indemnification rights currently provided by the Company to its directors, as described in the Company's Articles of Incorporation and By-laws, notwithstanding any future amendments to the Company's Articles of Incorporation and By-laws. The Company has agreed to provide such indemnification to each director for so long as he serves as a director, and after such service is completed, for so long as he is exposed to potential liability by reason of his service as a director. Item 6. Exhibits - 10.1 - Letter Agreement between the Company and Jack C. Brown, dated November 13, 2006 10.2 - Letter Agreement between the Company and Joel M. Greenblatt, dated November 13, 2006 10.3 - Letter Agreement between the Company and Daniel L. Nir, dated November 13, 2006 10.4 - Letter Agreement between the Company and Edward B. Grier III, dated November 13, 2006 31.1 - Certification by Principal Executive Officer Pursuant to Rule 13-14(a). 31.2 - Certification by Principal Financial Officer Pursuant to Rule 13a-14(a). 32.1 - Certificate of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350.* 32.2 - Certificate of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350.* * Certification is not deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to liability under that Section. Such certification shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act except to the extent expressly and specifically incorporated by reference in any such filing. -14-
SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. THE ST. LAWRENCE SEAWAY CORPORATION Registrant /s/ Daniel L. Nir -------------------------------------------- Date: November 13, 2006 Daniel L. Nir President and Treasurer (Chief Financial Officer) -15-