THE ST. LAWRENCE SEAWAY CORPORATION
Hanna II, Suite P
6011 E. Hanna Avenue
Beach Grove, Indiana 46203
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TO: Ms. Karen Garnett, Assistant Director, Securities and Exchange Commission
FROM: Mr. Edward B Grier III, Vice President and Director
DATE: May 29, 2007
RE: St. Lawrence Seaway Corp.
PRE-14A
File No. 30-204
Filed April 16, 2007
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Please find below responses keyed to the comments in your
correspondence dated April 26, 2007. References provided herein within our
responses to the revised registration statement are to the pages of the marked
revised registration statement, provided herewith.
General
1. We note that among the proposals you intend to present to shareholders
is the authorization and issuance of a new class of stock known as
Class A Common Stock, as contemplated by item 11 of Schedule 14A.
Please revise your disclosure to include the information required by
Item 13(a) of Schedule 14A or tell us why you do not believe that
inclusion of such information is required.
Response: The financial disclosure required by Item 13(a) of Schedule
14A has been included by incorporating by reference the (i) the Annual
Report on Form 10-KSB for fiscal year ended March 31, 2006 (the
"10-KSB") , which includes Financial Statements and the Management's
Discussion and Analysis of Financial Conditions and Results of
Operations for fiscal year ended March 31, 2006, and (ii) the most
recent Form 10-QSB for the quarter and nine months ended December 31,
2006 (the "December 2006 10-QSB"), given that the Form 10-KSB for the
fiscal year ended March 31, 2007 was not yet prepared as of the filing
of the Proxy Statement and we wanted to ensure that we are providing
the shareholders with the most updated financials of, and other
information regarding, the Company. We are also attaching as part of
the mailing of the Proxy Statement to all stockholders entitled to vote
at the Annual Meeting the 10-KSB and December 2006 10-QSB. To be
certain, we revised the proxy to note that that such information "is
incorporated by reference herein" on the cover page and under "Other
Matters: Incorporated by Reference."
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2. Additionally, please tell us the exemption from registration upon which
are relying in connection with the contemplated issuance of Class A
Common Stock to current owners of your common stock.
Response: The exemption on which we rely for the contemplated issuance
of Class A Common Stock to current owners of our common stock is under
Section 4(2) under the Securities Act of 1933, "transactions by an
issuer not involving any public offering." The issuance is not being
made to the public, no consideration is tendered, and there is no
investment decision made by the prospective holder.
Proposal Two, Approval of the Stock and Warrant Purchase, page 11
Vote Required, page 11
3. We note your disclosure under this heading that shareholder approval is
not required in order to consummate the sale of the stock and warrants
contemplated by Proposal 2. Accordingly, please revise your proxy
materials to provide all of the information required by item 18 of
Schedule 14A. We note, for example, that you do not appear to have
disclosed what action you will take if proposal 2 is not approved by
the shareholders.
Response: The requested revisions to the proxy have been made, and all
of the information required by Item 18 of Schedule 14A has been
included. Specifically, we clarified the rationale for electing to seek
shareholder vote although not required and have noted that if the
subject Proposal 2 is not approved by the shareholders, we will not
proceed with the transaction as contemplated thereunder.
Proposal Three, Approval of the Reincorporation to Delaware in Connection with
the Amendment and Restatement of the By-Laws of the Corporation, page 18
4. We note your disclosure in the penultimate paragraph on page 30 that
each of the proposed reincorporation and the proposed Delaware bylaws
require shareholder approval. Please revise your proxy statement to
present the reincorporation and the Delaware bylaws as separate
proposals for shareholder votes. Please also present as separate
proposals any provision of the Delaware bylaws that differs from your
current bylaws, if the new provision does not automatically apply to
you as a result of the change to Delaware law.
Response: We have revised the proxy to separate the Shareholder
Proposals to: (i) reincorporate from Indiana to Delaware, and (ii)
approve the amended and restated bylaws of the Company. The Preliminary
Proxy Statement was originally filed with proposed Delaware Bylaws that
contained certain changes to the current corporate organizational
documents that would not automatically apply under Delaware law but
would be in effect upon the filing of the new certificate of
incorporation and implementation of the proposed by-laws. To make the
proposed Delaware Bylaws consistent with the current organizational
documents of the Company or the laws of Delaware, and to minimize any
confusion by the shareholders, we have revised the proposed new Bylaws
to eliminate those differences. In addition, we wish to note that the
approval of the amended and restated bylaws is not required under our
current By-Laws or 23-1-39-1 of the Indiana Code. We have revised the
Proxy to clarify that point, as well as to include all disclosure
required by Item 18 of Schedule 14A.
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Please note further that we acknowledge the following:
1. we are responsible for the adequacy and accuracy of the
disclosure in the filing;
2. staff comments or changes made in response to staff comments
do not foreclose the Securities & Exchange Commission (the
"Commission") from taking any action with respect to the
filing; and
3. we may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities law of the United States.
Please feel free to contact me at (212) 319-7984, or my counsel, Duane
L. Berlin, Esq. of Lev & Berlin, P.C. at (203) 838-8500 x15, with any
comments or questions.
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