Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
St. Lawrence Seaway Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
791162100
(CUSIP Number)
Duane L. Berlin, Esquire
Lev & Berlin, P.C.
200 Connecticut Ave, Norwalk, Conn. 06854
(203) 838-8500
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 31, 2007
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. [ ]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.240.13d-7 for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
- --------------------------------------------------------------------------------
CUSIP No. 791162100
1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only).
Bernard Zimmerman & Company, Inc. 13-2736451
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
3. SEC Use Only
4. Source of Funds (See Instructions) WC
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)...................................
6. Citizenship or Place of Organization ....Connecticut
Number of 7. Sole Voting Power......... 325,000 Shares (75,000
Shares Beneficially shares of common stock and 250,000 warrants to
Owned by purchase common stock)
Each Reporting
Person With 8. Shared Voting Power....... 0
9. Sole Dispositive Power.... 325,000 (75,000 shares
of common stock and 250,000 warrants to purchase
common stock)
10. Shared Dispositive Power.. 0
11. Aggregate Amount Beneficially Owned by Each Reporting Person .....325,000
Shares (75,000 shares of common stock and 250,000 warrants to purchase
common stock)
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
13. Percent of Class Represented by Amount in Row (11) .....42.3%, based on
768,736 shares of common stock outstanding
14. Type of Reporting Person (See Instructions).... CO
Item 1. Security and Issuer
This statement relates to Common Stock of the St. Lawrence Seaway Corporation
(the "Issuer"). The address of the principal executive offices of the issuer of
such securities is 200 Connecticut Avenue, 5th Floor, Norwalk, Conn. 06854.
Item 2. Identity and Background
This Schedule 13D is being filed on behalf of Bernard Zimmerman & Company, Inc.
("Zimmerman & Co."), and Bernard Zimmerman (together, the "Reporting Persons").
The address of each Reporting Person is 18 High Meadow Road, Weston, Connecticut
06883. Zimmerman & Co. is a financial and management consulting firm. Bernard
Zimmerman is President and Treasurer of Zimmerman & Co..
The following is information concerning the name, business or residential
address, present principal occupation or employment and the name of the
principal business and address of any corporation or other organization in which
such employment or occupation is conducted and of each executive officer and
director of Zimmerman & Co.:
Bernard Zimmerman
President, Treasurer and Director
Bernard Zimmerman & Company, Inc.
18 High Meadow Road
Weston, Connecticut 06883
Joyce Zimmerman
Vice President, Secretary and Director
Bernard Zimmerman & Company, Inc.
18 High Meadow Road
Weston, Connecticut 06883
Wayne Zimmerman
Vice President and Director
Bernard Zimmerman & Company, Inc.
18 High Meadow Road
Weston, Connecticut 06883
During the last five years, neither of the Reporting Persons has been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors),
nor has either of them been a party to any civil proceeding of a judicial or
administrative body of competent jurisdiction which resulted in a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or a finding
of violation of any such laws
Zimmerman & Co. is a Connecticut corporation. Bernard Zimmerman and each of the
executive officers and directors of Zimmerman & Co. are citizens of the United
States.
Item 3. Source and Amount of Funds or Other Consideration
The $77,500 utilized by Zimmerman & Co. to purchase shares of Common Stock of
the Company and warrants pursuant to the Agreement described in Item 6 of this
Schedule was paid from the working capital of Zimmerman & Co.
Item 4. Purpose of Transaction
The transactions (the "Transactions") contemplated by the agreement for the
Acquisition of Common Stock and Warrants dated as of January 10, 2007, (the
"Agreement") are designed to provide the Company with additional funds, for a
reasonable period of time, to search for a merger, reverse merger or other
business transaction (each, a "Potential Transaction") and to induce Bernard
Zimmerman and Zimmerman & Co. to take an active role in seeking value for the
Company's stockholders with a Potential Transaction or other business
combination with a privately-held company seeking to operate as a publicly-held
company. There are no prospective business or financial transactions that the
Company is currently considering.
On August 31, 2007, the closing of the Transactions occurred, which included,
without limitation, the purchase by Zimmerman & Co. of 75,000 shares of the
Company's common stock and 250,000 warrants for Common Stock pursuant to the
Agreement. One of the effects of the closing of the Transactions was a material
change in the capitalization of the Company. Including the issuance of the
75,000 shares to the Investor and assuming an exercise of Investor's warrants,
the Company's outstanding Common Stock is 768,736 shares. This number also
includes the August 31, 2007 exercise of warrants to purchase 16,667 shares of
common stock held by Joel Greenblatt, one of the directors of the Company who
resigned immediately before the closing of the Transactions .
One of the principal purposes of the Transactions is to enable the Company to
engage in a Potential Transaction , such as a merger, reverse merger or
reorganization, a sale or transfer of a material amount of assets or another
financial transaction. The closing of the Transactions has resulted in Zimmerman
& Co. being entitled to designate a majority of the Company's Board of Directors
and thus a change in control of the Company. It is highly likely that a
Potential Transaction will result in a further change in control of the Company.
The Reporting Persons have no present plans with respect to (a) the disposition
by them of securities of the Company, (b) any change in the dividend policy of
the Company, (c) any other material change in the Company's current business or
corporate structure, (d) any change in the Company's charter, by-laws or
instruments corresponding thereto or other actions which may impede the
acquisition of control of the Company by any person, (e) a class of securities
of the Company to be de-listed from a national securities exchange or cease
being authorized to be quoted in an inter-dealer quotation system of a
registered national securities association, (f) a class of equity securities of
the Company becoming eligible for termination of registration pursuant to
Section 12(g)(4) of the Securities Exchange Act of 1934 or (g) any action
similar to any of those enumerated above. Item 5. Interest in Securities of the
Issuer
Item 5. Interest in Securities of the Issuer
After giving effect to the transactions contemplated in the Agreement, the
Reporting Persons beneficially own, and have the sole power to vote, 75,000
shares of Common Stock. Furthermore, if the warrants to purchase 250,000
shares of Common Stock purchased by Zimmerman & Co. are exercised, and the
capitalization of the Company does not otherwise change or if no other
holder of options or warrants exercises its options, the Reporting Persons'
beneficial ownership would be 42.3%.
No transactions in the Company's Common Stock were effectuated by any of
the Reporting Persons during the past 60 days.
No person is known to have the right to receive, or the power to direct the
receipt of dividends from, or the proceeds from the sale of, the shares of
Common Stock beneficially owned by the Reporting Persons.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
The Agreement, annexed as Exhibit 10.1 to Form 8-K, filed on January 10, 2007,
is incorporated herein by reference.
Item 7. Material to Be Filed as Exhibits
None.
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Date: September 10, 2007
Signature: /s/ Bernard Zimmerman
-----------------------
Name/Title: Bernard Zimmerman, President
Bernard Zimmerman & Company, Inc.