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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-Q
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarterly Period Ended Commission File No.
September 30, 2002 0-2040
- ---------------------- ---------------
THE ST. LAWRENCE SEAWAY CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
INDIANA 35-1038443
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
818 Chamber of Commerce Building
320 N. Meridian Street
Indianapolis, Indiana 46204
- -------------------------------------------------- -----
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (317) 639-5292
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Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2)
has been subject to such filing requirements for the past 90 days.
Yes X No ______
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Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the
latest practicable date.
Class Outstanding at November 13, 2002
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Common Stock, $1.00 par value 393,735
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THE ST. LAWRENCE SEAWAY CORPORATION
FORM 10-Q INDEX
PART I. FINANCIAL INFORMATION PAGE
----
Balance Sheets - September 30, 2002 and March 31, 2002.............................................3
Statements of Income - Three months ended September 30, 2002 and 2001..............................4
Statements of Income - Six months ended September 30, 2002 and 2001................................5
Statements of Cash Flows - Six months ended September 30, 2002 and 2001 ...........................6
Notes to Financial Statements - September 30, 2002...............................................7-9
Management's Discussion and Analysis of Financial Condition and
Results of Operations ....................................................................10-12
PART II. OTHER INFORMATION.......................................................................13
Signatures........................................................................................14
2
THE ST. LAWRENCE SEAWAY CORPORATION
BALANCE SHEETS
SEPTEMBER 30, 2002 AND MARCH 31, 2002
At September 30, 2002 At March 31, 2002
(unaudited) -----------------
---------------------
ASSETS
Current assets:
Cash and cash equivalents............................ $ 546,537 $1,359,417
Interest and other receivables....................... 215 797
Note receivable...................................... -- 40,000
------------- -------------
Total current assets............................ 546,752 1,400,214
Research investment...................................... 950,000 200,000
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Total assets.................................... $ 1,496,752 $ 1,600,214
============= ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable & other............................. $ 41,582 $ 40,024
Federal & state taxes payable........................ 519 449
Research investment funding.......................... 100,000 100,000
------------- -------------
Total current liabilities....................... 142,101 140,473
Long term liabilities:
Research investment funding.......................... 25,000 75,000
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Total liabilities............................... 167,101 215,473
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Shareholders' equity:
Common stock, par value $1, 4,000,000 authorized,
393,735 issued and outstanding at the respective
dates............................................. 393,735 393,735
Additional paid-in capital........................... 377,252 377,252
Retained earnings.................................... 558,664 613,754
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Total shareholders' equity........................... 1,329,651 1,384,741
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Total liabilities and shareholders' equity...... $ 1,496,752 $1,600,214
============ =============
3
THE ST. LAWRENCE SEAWAY CORPORATION
STATEMENTS OF INCOME FOR THE THREE MONTHS ENDED
SEPTEMBER 30, 2002 AND 2001
(UNAUDITED)
For the Six Months Ended
September 30, 2002 September 30, 2001
------------------ ------------------
Revenues:
Interest and dividends............................... $ 2,109 $ 11,493
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Total revenues........................................... 2,109 11,493
Operating costs and expenses:
General and administrative........................... 19,018 24,632
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Total operating expenses................................. 19,018 24,632
Income (loss) before tax provision....................... (16,909) (13,139)
Provision for income taxes........................... 25 105
------------- -------------
Net income (loss)........................................ $ (16,934) $ (13,244)
============= =============
Per share data:
Weighted average number of common shares outstanding.
393,735 393,735
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Primary earnings per share:
Income (loss) per share.............................. $ (0.04) $ (0.03)
============= =============
4
THE ST. LAWRENCE SEAWAY CORPORATION
STATEMENTS OF INCOME FOR THE SIX MONTHS ENDED
SEPTEMBER 30, 2002 AND 2001
(UNAUDITED)
For the Six Months Ended
September 30, 2002 September 30, 2001
------------------ ------------------
Revenues:
Interest and dividends............................... $ 6,283 $ 26,751
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Total revenues........................................... 6,283 26,751
Operating costs and expenses:
General and administrative........................... 61,303 43,623
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Total operating expenses................................. 61,303 43,623
Income (loss) before tax provision....................... (55,020) (16,872)
Provision for income taxes........................... 70 296
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Net income (loss)........................................ $ (55,090) $ (17,168)
============= =============
Per share data:
Weighted average number of common shares outstanding.
393,735 393,735
------------- -------------
Primary earnings per share:
Income (loss) per share.............................. $ (0.14) $ (0.04)
============= =============
5
THE ST. LAWRENCE SEAWAY CORPORATION
STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED
SEPTEMBER 30, 2002 AND 2001
(UNAUDITED)
For the Six Months Ended
September 30, 2002 September 30, 2001
------------------ ------------------
Cash flows from operating activities:
Net income (loss) $(55,090) $(17,168)
Adjustments to reconcile net income to
Net cash from operating activities
(Increase) Decrease in current assets:
Interest and other receivables 40,582 1,948
Prepaid items -- 9,649
(Decrease) Increase in current liabilities:
Accounts payable 1,558 1,500
Income taxes payable 70 (7,871)
------------- -------------
Net cash from operating activities (12,880) (11,942)
Cash flows from investing activities:
Research investment (750,000) --
------------- -------------
Net cash from investing activities (750,000) --
Cash flows from financing activities:
Research investment funding (50,000) --
------------- -------------
Net cash from financing activities (50,000) --
Net (decrease) increase in cash and
cash equivalents (812,880) (11,942)
Cash and cash equivalents, beginning 1,359,417 1,479,010
------------- -------------
Cash and cash equivalents, ending $ 546,537 $ 1,467,068
============= =============
Supplemental disclosures of cash flow
information:
Cash paid for income taxes -- --
Cash paid for interest expense -- --
6
THE ST. LAWRENCE SEAWAY CORPORATION
NOTES TO THE FINANCIAL STATEMENTS
SEPTEMBER 30, 2002
(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-Q
and Article 10 of Regulation S-X. 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 month and six
month periods ending September 30, 2002 are not necessarily indicative of the results that may be
expected for the fiscal year ending March 31, 2003. For further information, refer to the financial
statements and footnotes thereto included in the Company's annual report on Form 10-K for the fiscal
year ended March 31, 2002.
NOTE B--RECLASSIFICATION
The 2001 financial statements have been reclassified, where necessary, to conform to the
presentation of the 2002 financial statements.
NOTE C--EARNINGS PER SHARE
Primary 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--STOCK PURCHASE AND DIVIDEND
On March 19, 1997, the Board of Directors of the Company declared a dividend distribution of
514,191 shares of common stock, $.01 par value (the "Shares") of Paragon Acquisition Company, Inc.
("Paragon"), and 514,191 non-transferable rights (the "Subscription Right") to purchase two (2)
additional Shares of Paragon. Paragon's business purpose is to seek to acquire or merge with an
operating business, and thereafter to operate as a publicly-traded company. The Company purchased
the Paragon shares on March 6, 1997, for $5,141, or $.01 per share, and distributed one Paragon
share and one subscription right for each share of the Company's common stock owned or subject to
exercisable options and warrants as of March 21, 1997 (the "Record Date"). Neither the Company nor
Paragon received any cash or other proceeds from the distribution, and the Company's stockholders
did not make any payment for the share and subscription rights. The distribution to the Company's
stockholders was made by the Company for the purpose of providing the Company's stockholders with an
equity interest in Paragon without such stockholders being required to contribute any cash or other
capital in exchange for such equity interest.
On March 21, 1997, the Securities and Exchange Commission declared effective a Registration
Statement on Form S-1 filed by Paragon, registering the Distribution of Shares and Subscription
Rights to the Company's stockholders. The cost of organizing Paragon and registering the
distribution have been borne by the founders of Paragon.
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Paragon is an independent publicly-owned corporation. However, because Paragon did not have a
specific operating business at the time of the distribution, the distribution of the shares was
conducted in accordance with Rule 419 promulgated under the Securities Act of 1933, as amended (the
"Securities Act"). As a result, the shares, subscription rights, and any shares issueable upon
exercise of subscription rights, were put into escrow. While held in escrow, the shares could not be
traded or transferred.
In April and June, 2001, Paragon's Board of Directors voted to discontinue the search for a
Target Business, withdraw its S-1 Registration Statement and dissolve as soon as possible. A
Post-Effective Amendment terminating the Registration Statement and de-registering the securities
described therein was filed with the SEC on June 22, 2001. The dissolution of Paragon was completed
effective June 29, 2001. As a result, subscription rights held by the Company's stockholders have
been effectively cancelled.
NOTE E--DISPOSITION OF ASSETS
On February 23, 2000, the Company conducted a real estate auction and entered into definitive
sales and purchase agreements with seven non-affiliated individual purchasers to sell all of the
land owned by the Company. The real estate was sold at auction for an aggregate gross sales price of
$567,500. At closing, an aggregate $13,225 price reduction was made due to acreage corrections
revealed by the survey delivered at closing and due to deletion from the sale property of an
electrical substation not owned by the Company. All sales were closed as of June 14, 2000, and net
proceeds of $506,510 were delivered to the Company as of that date. In the fiscal year ending March
31, 2001, the Company was subject to tax on the net gain, after related selling expenses, from the
sale that exceeds the existing net operating losses of approximately $375,000, plus any additional
net operating losses incurred in fiscal year 2001.
The Company devoted the property to farming activities under a cash lease method. The property
was leased to farmers who were directly responsible for the operation thereof and who paid the
Company a rental fee covering a ten-month period of use of the property. The Company generally
received these rental payments at the beginning of the planting season. The Company was responsible
for real estate taxes, insurance, and minor expenses. As a result of the sale of the property and
termination of the farm tenant agreement prior to the calendar year 2000 planting season, the
Company did not realize any farm rental income in the fiscal year ending March 31, 2001.
NOTE F--RESEARCH INVESTMENT
The Company has entered into a Research Funding Agreement with New York University School of
Medicine, New York, New York, under which the Company will provide funding for the further
development of certain NYU medical discoveries and technology, in return for which the Company will
be 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 has agreed to provide research funding of $25,000 for each of eight calendar quarters, in
exchange for which the Company would be 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 has 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%.
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.
8
NOTE G--T3 THERAPEUTICS INVESTMENT
The Company has entered into a joint venture agreement under which it will provide development
funding to a newly-formed private limited liability company, T3 Therapeutics, LLC (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 will be used for the purpose of financing development of new
formulations of such hormones, and to conduct animal and human clinical trials. Research has been
initiated by the Development Company, which has been founded by physicians at a major metropolitan
New York City area hospital. The agreement calls for the Company to acquire, subject to adjustment,
a 12.5% ownership stake in the Development Company, in exchange for its commitment to provide
development funding of $750,000, for use over an approximately two-year period. 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 Company's ownership stake to 25% of the
Development Company. If the product is licensed by Development Company to a pharmaceutical partner
the Company would be entitled to a portion of Development Company's resulting royalties and progress
payments. The amount of ownership 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. The Company loaned the Development Company $40,000 in
connection with entering the letter of intent relating to the joint venture agreement; the $40,000
note was cancelled and has been credited toward the Company's initial $750,000 investment.
Development and commercialization of the treatment protocols is highly speculative and subject to
numerous scientific, practical, financial and commercial uncertainties.
9
THE ST. LAWRENCE SEAWAY CORPORATION
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESEARCH FUNDING.
Please see "Note G--T3 Therapeutics" in the Notes to the Financial Statement contained under
Item 1 of this Form 10-Q for a description of a research funding agreement the Company entered into
during the six months ended September 30, 2002.
RESULTS OF OPERATIONS -- Three months ended September 30, 2002 as compared to three months ended
September 30, 2001.
Interest and dividend income decreased to $2,109 for the three months ended September 30, 2002,
from $11,493 for the three months ended September 30, 2001, a decrease of $9,384, or 81.6%. This
decrease is a result of lower cash balances during the period due to the investment of a significant
amount of the Company's cash in the T3 Therapeutics joint venture and in the NYU Research Funding
Agreement, as well as due to lower rates of interest earned on invested funds.
General and administrative expenses decreased $5,614, or 22.8%, to $19,018 for the three months
ended September 30, 2002 from $24,633 for the three months ended September 30, 2001. This decrease
is primarily the result of reduced annual meeting expenses and related professional fees due to the
timing of the annual meeting of shareholders. The following table provides further detail on general
and administrative expenses:
THREE MONTHS ENDED SEPTEMBER 30,
2002 2001
---- ----
Executive compensation, management fees, salaries and employee
benefits.................................................. $ 5,143 $ 4,145
Office rent and company operations............................. 4,765 3,588
Stock transfer services, proxy, annual meeting and SEC report
compliance................................................ 1,610 2,752
Professional fees (accounting & legal)......................... 7,500 14,148
----- ------
Total........................................ $19,018 $24,633
======= =======
As a result of the above items, the Company had a loss of $16,909 before provision of income
taxes in the three months ended September 30, 2002, as compared to a loss of $13,139 before
provision of income taxes in the three months ended September 30, 2001.
Indiana gross tax of $25 was provided for in the three months ended September 30, 2002 as
compared to Indiana gross tax of $105 in the three months ended June 30, 2001. No federal tax
provision is applicable in the three month periods ended September 30, 2002 and 2001.
RESULTS OF OPERATIONS - Six months ended September 30, 2002 as compared to September 30, 2001.
Interest and dividend income decreased to $6,283 for the six months ended September 30, 2002,
from $26,751 for the six months ended September 30, 2001, a decrease of $20,468, or 76.5%. This
decrease is a result of lower cash balances during the period due to the investment of a significant
amount of the Company's cash in the T3 Therapeutics joint venture and in the NYU Research Funding
Agreement. Cash and cash equivalents decreased $812,880, or 60.0%, to $546,357 at September 30, 2002
from $1,359,417 at March 31, 2002, primarily as a result of the research funding investments.
10
General and administrative expenses increased $17,680, or 40.5%, to $61,303 for the six months
ended September 30, 2002 from $43,623 for the six months ended September 30, 2001. This increase is
primarily the result of increased legal fees incurred during the negotiation of the T3 Therapeutics
joint venture. The following table provides further detail on general and administrative expenses:
SIX MONTHS ENDED SEPTEMBER 30,
2002 2001
---- ----
Executive compensation, management fees, salaries and employee
benefits.................................................. $ 8,829 $ 8,444
Office rent and company operations............................. 8,857 7,291
Stock transfer services, proxy, annual meeting and SEC report
compliance................................................ 3,117 5,758
Professional fees (accounting & legal)......................... 40,500 22,130
------ ------
Total........................................ $61,303 $43,623
======= =======
As a result of the above items, the Company had a loss of $55,020 before provision for income
taxes in the six months ended September 30, 2002, as compared to a loss of $17,168 before provision
for income taxes in the six months ended September 30, 2001.
Indiana gross tax of $70 was provided for in the six months ended September 30, 2002 as
compared to Indiana gross tax of $296 in the six months ended September 30, 2001. No federal tax
provision is applicable in the six month periods ended September 30, 2002 and 2001.
LIQUIDITY AND CAPITAL RESOURCES
At September 30, 2002, the Company had net working capital of $404,651, substantially all of
which was in cash and money market funds. The Company believes it has sufficient capital resources
to continue its current business. In the event the follow-on investment of $750,000 in the
Development Company is required to be made following preliminary FDA approval, the Company may need
to raise additional funds to meet its obligation, either through borrowings or the issuance of
additional equity interests in the Company.
The Company may require the use of its assets for a purchase or partial payment for an
acquisition or in connection with another business opportunity. In addition, the Company may incur
debt of an undetermined amount to effect an acquisition or in connection with another business
opportunity. It may also issue its securities in connection with an acquisition or other business
opportunity.
The Company does not have a formal arrangement with any bank or financial institution with
respect to the availability of financing in the future.
11
"SAFE HARBOR" STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
This Form 10-Q 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-Q. 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 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. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
There has been no material change in the Company's exposure to market risk since the information
disclosed in the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2002.
ITEM 4. 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-14(c) and 15d-14(c) under the Securities
Exchange Act of 1934, as amended (the "Exchange Act")) as of a date within 90 days prior to the
filing date of 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.
12
(b) Changes in Internal Controls. Since the Evaluation Date, there has not been any
significant changes in the Company's internal controls or in other factors that could significantly
affect such controls.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDING - Not Applicable
ITEM 2. CHANGES IN 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 - Not Applicable
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K -
ITEM 6(A) EXHIBITS - 99.1 - Certificate of Chief Executive Officer under Section
906 of the Sarbanes-Oxley Act of 2002.
99.2 - Certificate of Chief Financial Officer under Section
906 of the Sarbanes-Oxley Act of 2002.
ITEM 6(B) REPORTS ON FORM 8-K - No reports on Form 8-K were filed during the three
months ended September 30, 2002.
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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, 2002 Daniel L. Nir
President and Treasurer
(Chief Financial Officer)
Date: November 13, 2002 /s/Jack C. Brown
--------------------------------------------
Jack C. Brown
Secretary
CERTIFICATIONS
I, Joel M. Greenblatt, certify that:
1. I have reviewed this quarterly report on Form 10-Q of The St. Lawrence Seaway
Corporation;
2. Based on my knowledge, this quarterly report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements made, in light of
the circumstances under which such statements were made, not misleading with respect to the period
covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial information
included in this quarterly report, fairly present in all material respects the financial condition,
results of operations and cash flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officers and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14)
for the registrant and have:
a) designed such disclosure controls and procedures to ensure that material information
relating to the registrant, including its consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in which this quarterly report is being
prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and procedures as
of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date");
and
14
c) presented in this quarterly report our conclusions about the effectiveness of the
disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our most
recent evaluation, to the registrant's auditors and the audit committee of registrant's board of
directors (or persons performing the equivalent functions):
a) all significant deficiencies in the design or operation of internal controls which
could adversely affect the registrant's ability to record, process, summarize and report financial
data and have identified for the registrant's auditors any material weaknesses in internal controls;
and
b) any fraud, whether or not material, that involves management or other employees who
have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this quarterly report
whether there were significant changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant deficiencies and material weaknesses.
Date: November 13, 2002
By: /s/ Joel M. Greenblatt
----------------------
Joel M. Greetblatt
Chairman of the Board
I, Daniel L. Nir, certify that:
1. I have reviewed this quarterly report on Form 10-Q of The St. Lawrence Seaway
Corporation;
2. Based on my knowledge, this quarterly report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements made, in light of
the circumstances under which such statements were made, not misleading with respect to the period
covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial information
included in this quarterly report, fairly present in all material respects the financial condition,
results of operations and cash flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officers and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14)
for the registrant and have:
a) designed such disclosure controls and procedures to ensure that material information
relating to the registrant, including its consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in which this quarterly report is being
prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and procedures as
of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date");
and
15
c) presented in this quarterly report our conclusions about the effectiveness of the
disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our most
recent evaluation, to the registrant's auditors and the audit committee of registrant's board of
directors (or persons performing the equivalent functions):
a) all significant deficiencies in the design or operation of internal controls which
could adversely affect the registrant's ability to record, process, summarize and report financial
data and have identified for the registrant's auditors any material weaknesses in internal controls;
and
b) any fraud, whether or not material, that involves management or other employees who
have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this quarterly report
whether there were significant changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant deficiencies and material weaknesses.
Date: November 13, 2002
By: /s/ Daniel L. Nir
----------------------------------
Daniel L. Nir
President and Treasurer
16