Fruit Of The Loom Unsecured Creditors Trust Inactive
Filed: 7 Oct 05, 12:00am
609-951-4144
weinerm@pepperlaw.com
October 7, 2005
Tia Jenkins
Senior Assistant Chief Accountant
Office of Emerging Growth Companies
Division of Corporation Finance
United States Securities and Exchange Commission
| Washington | D.C. 20549 |
| Re: | Fruit of the Loom Unsecured Creditors Trust |
| Form 10-K |
| Filed July 29, 2005 |
| File No. 001-08941 |
Dear Ms. Jenkins:
This letter is submitted on behalf of the Unsecured Creditors Trust (the “UCT”) established for the benefit of certain unsecured creditors of NWI-I, Inc., formerly known as Fruit of the Loom, Inc., in response to your correspondence of September 27, 2005 to Clingman & Hanger Management Associates, LLC, the Trust Administrator of the UCT, regarding the UCT’s annual report on Form 10-K for the fiscal year ended April 30, 2005, filed July 29, 2005. Pursuant to your correspondence, the UCT is simultaneously filing on Form 10-K/A and Form 10-Q/A, respectively, amended and restated versions of its Form 10-K filed July 29, 2005 and its Form 10-Q for the fiscal quarter ended July 31, 2005, filed September 14, 2005.
Each of the Forms 10-K/A and 10-Q/A includes an “Explanatory Statement” immediately following the Table of Contents. The Explanatory Statement clearly discloses that the UCT has not provided audited financial statement in its Exchange Act reports based upon its reliance on a series of no action letters issued by the Division of Corporation Finance. The Explanatory Statement further explains why the UCT believes the prior no action letters permit the inclusion of unaudited financial statement in Exchange Act reports and why the UCT believes that it meets the relevant conditions of the earlier no action letters. Finally, the Explanatory Statement discloses that the UCT filed a request with the Division of Corporation Finance for a similar no action letter, that the UCT withdrew its request for a no action letter without action by the Division of Corporation Finance and that the Division of Corporation Finance has not taken a position on whether the UCT meets the criteria listed in its no action
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October 7, 2005
letter request. Enclosed are “marked copies” of each of the Forms 10-K/A and 10-Q/A to expedite your review.
Thank you for your consideration. I am available to discuss this matter further should the Staff wish any additional information. In this regard, please feel free to contact me at 609-951-4144.
Sincerely, |
| /s/ MICHAEL P. WEINER |
| Michael P. Weiner |
MPW/lp
| cc: | W. Edward Clingman, Jr., Trust Administrator |
| Brian K. Bhandari, Staff Accountant |
| Kay S. Kress, Esq. |