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February 17, 2011 | ATTORNEYS AT LAW
100 NORTH TAMPA STREET, SUITE 2700 TAMPA, FL 33602-5810 P.O. BOX 3391 TAMPA, FL 33601-3391 813.229.2300 TEL 813.221.4210 FAX foley.com
WRITER’S DIRECT LINE 813.225.4122 ccreely@foley.com EMAIL
CLIENT/MATTER NUMBER 084147-0111 |
Mr. Jeffrey Riedler
Assistant Director
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
| Re: | Homeowners Choice, Inc. Amendment No. 2 to Registration Statement on Form S-3 Filed February 1, 2011 File No. 333-165139 |
Dear Mr. Riedler:
On behalf of Homeowners Choice, Inc. (the “Company”), we are transmitting the following responses to the Staff’s letter of February 10, 2011 containing the Staff’s comments regarding Amendment No. 2 to the Registration Statement on Form S-3 (the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) on February 1, 2011. For your convenience, the full text of each of the Staff’s comments is set forth below, and the Company’s response to each comment directly follows the applicable text.
General
| 1. | Please confirm whether you expect to report income in your most recent fiscal year. We request such confirmation in order to grant effectiveness to a registration statement in the absence of audited financial statements for that fiscal year. |
Response: The Company expects to report income for the fiscal year ended December 31, 2010.
BOSTON BRUSSELS CHICAGO DETROIT | JACKSONVILLE LOS ANGELES MADISON MIAMI | MILWAUKEE NEW YORK ORLANDO SACRAMENTO | SAN DIEGO SAN DIEGO/DEL MAR SAN FRANCISCO SHANGHAI | SILICON VALLEY TALLAHASSEE TAMPA TOKYO WASHINGTON, D.C. |
Mr. Jeffrey Riedler
February 17, 2011
Page 2
Plan of Distribution
Marketing and Pricing Considerations, page 29
| 2. | Please amend this section to disclose the means by which the dividend and conversion rates of the securities to be offered will be determined. Please refer to Instruction 2 to Item 501(b)(3) of Regulation S-K and Rule 430A of Regulation C regarding information related to price that may be omitted at the time of effectiveness and the additional disclosure that would be required in such case. |
Response: In response to the Staff’s comment, the Company has amended the Plan of Distribution to disclose the means by which the dividend and conversion rates of the Series A Cumulative Redeemable Preferred Stock will be determined.
If you have any additional questions, please do not hesitate to contact me.
| Very truly yours, |
| /s/ Curt P. Creely |
| Curt P. Creely |