1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A AMENDMENT TO APPLICATION OR REPORT Filed pursuant to Section 12, 13 or 15(d) of THE SECURITIES EXCHANGE ACT OF 1934 THE ST. LAWRENCE SEAWAY CORPORATION (Exact name of registrant as specified in charter) AMENDMENT NO. 3 The undersigned registrant hereby amends the following items, financial statements, exhibits or other portions of its Annual Report on Form 10-K for the Fiscal Year ended March 31, 1997, as set forth in the pages attached hereto: Item 14: Financial Statements -- Report of Independent Auditors Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to be signed on its behalf by the undersigned, thereunto duly authorized. THE ST. LAWRENCE SEAWAY CORPORATION (Registrant) Dated: April 8, 1998 By: /S/Daniel L. Nir ------------------------------------ Daniel L. Nir Treasurer (Principal Financial Officer) 2 AMENDED ITEM 14 OF THE ANNUAL REPORT ON FORM 10-K OF THE ST. LAWRENCE SEAWAY CORPORATION (the "Company") FOR ITS FISCAL YEAR ENDED MARCH 31, 1997 ITEM 14. -- EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES AND REPORTS ON FORM 8-K (a) FINANCIAL STATEMENTS: Report of Independent Auditors Attached hereto 2 3 SALLEE & COMPANY, INC. CERTIFIED PUBLIC ACCOUNTANTS - -------------------------------------------------------------------------------- MEMBER AICPA TAX DIVISION DIVISION OF FIRMS: SEC PRACTICE SECTION INDIANA CPA SOCIETY Board of Directors The St. Lawrence Seaway Corporation INDIANAPOLIS, Indiana REPORT OF INDEPENDENT AUDITORS We have audited the accompanying balance sheets of THE ST. LAWRENCE SEAWAY CORPORATION as of March 31, 1997 and 1996, and the related statements of income, shareholders' equity, and cash flows for each of the three years in the period ended March 31, 1997. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require, that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of THE ST. LAWRENCE SEAWAY CORPORATION as of March 31, 1997 and 1996, and the results of its operations and its cash flows for each of the three years in the period ended March 31, 1997 in conformity with generally accepted accounting principles. March 12, 1998 /s/ Sallee & Company 1509 J STREET, P.O. BOX 1148, BEDFORD, INDIANA 47421, 812-275-4444 (FAX) 812-275-3300 3