sc13d

0000950123-11-017985.txt : 20110224 0000950123-11-017985.hdr.sgml : 20110224 20110224172856 ACCESSION NUMBER: 0000950123-11-017985 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20110224 DATE AS OF CHANGE: 20110224 GROUP MEMBERS: YORKTOWN VI ASSOCIATES LLC GROUP MEMBERS: YORKTOWN VI COMPANY LP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ST LAWRENCE SEAWAY CORP CENTRAL INDEX KEY: 0000086264 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 260818050 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-31849 FILM NUMBER: 11637618 BUSINESS ADDRESS: STREET 1: 200 CONNECTICUT AVE, 5TH FLOOR CITY: NORWALK STATE: CT ZIP: 06854 BUSINESS PHONE: 203-853-8700 MAIL ADDRESS: STREET 1: 200 CONNECTICUT AVE, 5TH FLOOR CITY: NORWALK STATE: CT ZIP: 06854 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Yorktown Energy Partners VI LP CENTRAL INDEX KEY: 0001347504 IRS NUMBER: 201384906 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 410 PARK AVENUE STREET 2: 19TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-515-2112 MAIL ADDRESS: STREET 1: 410 PARK AVENUE STREET 2: 19TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D 1 d80033asc13d.htm SC 13D sc13d

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule 13D

Under the Securities Exchange Act of 1934
(Amendment No. )*

ST. LAWRENCE SEAWAY CORPORATION

(Name of Issuer)

Common Stock, $0.01 Par Value
(Title of Class of Securities)

791162100
(CUSIP Number)

Bryan H. Lawrence
Yorktown Energy Partners VI, L.P.
410 Park Avenue
19th Floor
New York, New York 10022
(212) 515-2112

Copies to:

Ann Marie Cowdrey
Thompson & Knight LLP
One Arts Plaza
1722 Routh Street, Suite 1500
Dallas, Texas 75201-2533
(214) 969-1700
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

February 14, 2011
(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 §§ 240.13d-1(e), 240.13d-1(f) or 204.13d-1(g), check the following box. o

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

*The remainder of the 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 YORKTOWN ENERGY PARTNERS VI, L.P.


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) o

3	SEC USE ONLY



4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	OO

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

		7	SOLE VOTING POWER

NUMBER OF			17,938,309

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			17,938,309

WITH		10	SHARED DISPOSITIVE POWER

			0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	17,938,309(1)

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	37.8%(2)

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	PN


(1)		Yorktown VI Company LP is the sole general partner of Yorktown Energy Partners VI, L.P. Yorktown VI Associates LLC is the sole general partner of Yorktown VI Company LP. As a result, Yorktown VI Associates LLC may be deemed to have the power to vote or direct the vote or to dispose or direct the disposition of the shares owned by Yorktown Energy Partners VI, L.P. Yorktown VI Company LP and Yorktown VI Associates LLC disclaim beneficial ownership of the securities owned by Yorktown Energy Partners VI, L.P. in excess of their pecuniary interests therein.

(2)		Based on 47,518,739 shares of common stock issued and outstanding after the February 14, 2011 closing of that certain Agreement and Plan of Merger dated January 31, 2011 by and among the St. Lawrence Seaway Corporation, a Delaware corporation, St. Lawrence Merger Sub, Inc., a Delaware corporation, and Nytis Exploration (USA) Inc., a Delaware corporation.


CUSIP No.		791162100


1	NAMES OF REPORTING PERSONS YORKTOWN VI COMPANY LP


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) o

3	SEC USE ONLY



4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	OO

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

		7	SOLE VOTING POWER

NUMBER OF			17,938,309

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			17,938,309

WITH		10	SHARED DISPOSITIVE POWER

			0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	17,938,309(1)

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	37.8%(2)

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	PN


(1)		Yorktown VI Company LP is the sole general partner of Yorktown Energy Partners VI, L.P. Yorktown VI Associates LLC is the sole general partner of Yorktown VI Company LP. As a result, Yorktown VI Associates LLC may be deemed to have the power to vote or direct the vote or to dispose or direct the disposition of the shares owned by Yorktown Energy Partners VI, L.P. Yorktown VI Company LP and Yorktown VI Associates LLC disclaim beneficial ownership of the securities owned by Yorktown Energy Partners VI, L.P. in excess of their pecuniary interests therein.

(2)		Based on 47,518,739 shares of common stock issued and outstanding after the February 14, 2011 closing of that certain Agreement and Plan of Merger dated January 31, 2011 by and among the St. Lawrence Seaway Corporation, a Delaware corporation, St. Lawrence Merger Sub, Inc., a Delaware corporation, and Nytis Exploration (USA) Inc., a Delaware corporation.


CUSIP No.		791162100


1	NAMES OF REPORTING PERSONS YORKTOWN VI ASSOCIATES LLC


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) o

3	SEC USE ONLY



4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	OO

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

		7	SOLE VOTING POWER

NUMBER OF			17,938,309

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			17,938,309

WITH		10	SHARED DISPOSITIVE POWER

			0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	17,938,309(1)

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	37.8%(2)

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	PN


(1)		Yorktown VI Company LP is the sole general partner of Yorktown Energy Partners VI, L.P. Yorktown VI Associates LLC is the sole general partner of Yorktown VI Company LP. As a result, Yorktown VI Associates LLC may be deemed to have the power to vote or direct the vote or to dispose or direct the disposition of the shares owned by Yorktown Energy Partners VI, L.P. Yorktown VI Company LP and Yorktown VI Associates LLC disclaim beneficial ownership of the securities owned by Yorktown Energy Partners VI, L.P. in excess of their pecuniary interests therein.

(2)		Based on 47,518,739 shares of common stock issued and outstanding after the February 14, 2011 closing of that certain Agreement and Plan of Merger dated January 31, 2011 by and among the St. Lawrence Seaway Corporation, a Delaware corporation, St. Lawrence Merger Sub, Inc., a Delaware corporation, and Nytis Exploration (USA) Inc., a Delaware corporation.


Item 1.		Security and Issuer.

This Schedule 13D relates to the common stock, par value $0.01 per share (the “Common Stock”), of St. Lawrence Seaway Corporation, a Delaware corporation (the “Company”), whose principal executive offices are located at 1700 Broadway, Suite 2020, Denver, Colorado 80290.


Item 2.		Identity and Background.

This statement is filed by Yorktown Energy Partners VI, L.P., a Delaware limited partnership (“Yorktown”), Yorktown VI Company LP, a Delaware limited partnership (“Yorktown Company”), and Yorktown VI Associates LLC, a Delaware limited liability company (“Yorktown Associates”). The principal office and business address of Yorktown, Yorktown Company and Yorktown Associates is 410 Park Avenue, 19th Floor, New York, New York 10022. The principal business of Yorktown is investing in equity securities of energy companies. The principal business of Yorktown Company is managing Yorktown. The principal business of Yorktown Associates is managing Yorktown Company.

Yorktown, Yorktown Company and Yorktown Associates have not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

Yorktown, Yorktown Company and Yorktown Associates have not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.


Item 3.		Source and Amount of Funds or Other Consideration.

On May 19, 2005, Yorktown acquired 11,000 shares of common stock, par value $0.01 per share, of Nytis Exploration (USA) Inc., a Delaware corporation (“Nytis USA”), in a private placement in exchange for $11 million that Yorktown paid from its working capital and partnership funds. On February 14, 2011, Nytis USA completed a reverse merger (the “Merger”) whereby St. Lawrence Merger Sub, Inc., a Delaware corporation and subsidiary of the Company, merged with and into Nytis USA, and the Company issued Yorktown 17,938,309 shares of Common Stock in consideration for Yorktown’s 11,000 shares of common stock of Nytis USA.


Item 4.		Purpose of Transaction.

Yorktown acquired its 17,938,309 shares of Common Stock for investment purposes. As of the date hereof, none of Yorktown, Yorktown Company or Yorktown Associates has formulated any specific plans or proposals which relate to or would result in: (a) the acquisition by any person of additional securities of the Company or the disposition of securities of the Company; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation involving the Company or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries; (d) any change in the present board of directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board of the Company; (e) any material change in the present capitalization or dividend policy of the Company; (f) any other material change in the Company’s business or corporate structure; (g) changes in the Company’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person; (h) causing a class of securities of the Company to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) causing a class of equity securities of the Company to become eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or (j) any action similar to any of those enumerated above.


Item 5.		Interest in Securities of the Issuer.

	(a)		As of February 24, 2011, Yorktown, Yorktown Company and Yorktown Associates beneficially owned 17,938,309 shares of Common Stock, representing 38.2% of the Company’s outstanding shares of common stock (based on 47,518,739 shares of common stock issued and outstanding after the closing of the Merger on February 14, 2011).

	(b)		Yorktown Company is the sole general partner of Yorktown. Yorktown Associates is the sole general partner of Yorktown Company. Yorktown Associates has the sole power to cause Yorktown Company to cause Yorktown to vote or direct the vote or to dispose or direct the disposition of the shares owned by Yorktown.

	(c)		Except as otherwise described herein, none of Yorktown, Yorktown Company or Yorktown Associates has effected any transaction in the Common Stock during the past 60 days.

	(d)		No person other than Yorktown has 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 reported on this Schedule 13D.

	(e)		Inapplicable.


Item 6.		Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

None.


Item 7.		Material to Be Filed as Exhibits.

Exhibit 1 — Joint Filing Agreement dated February 24, 2011

SIGNATURES

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:		February 24, 2011


YORKTOWN ENERGY PARTNERS VI, L.P.


By:	Yorktown VI Company LP,
	its general partner

	By:	Yorktown VI Associates LLC,
		its general partner

		By:	/s/ Robert A. Signorino

			Robert A. Signorino, Member


YORKTOWN VI COMPANY LP


By:	Yorktown VI Associates LLC,
	its general partner

	By:	/s/ Robert A. Signorino

		Robert A. Signorino, Member


YORKTOWN VI ASSOCIATES LLC


By:	/s/ Robert A. Signorino

	Robert A. Signorino, Member

EX-99.1 2 d80033aexv99w1.htm EX-99.1 exv99w1

EXHIBIT 1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned persons hereby agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the common stock of ST. LAWRENCE SEAWAY CORPORATION and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filing. In evidence thereof each of the undersigned, being duly authorized, hereby execute this Agreement on the date set forth below.


Date:		February 24, 2011


YORKTOWN ENERGY PARTNERS VI, L.P.


By:	Yorktown VI Company LP,
	its general partner

	By:	Yorktown VI Associates LLC,
		its general partner

		By:	/s/ Robert A. Signorino

			Robert A. Signorino, Member


YORKTOWN VI COMPANY LP


By:	Yorktown VI Associates LLC,
	its general partner

	By:	/s/ Robert A. Signorino

		Robert A. Signorino, Member


YORKTOWN VI ASSOCIATES LLC


By:	/s/ Robert A. Signorino

	Robert A. Signorino, Member