GIBSON, DUNN & CRUTCHER LLP
LAWYERS
A REGISTERED LIMITED LIABILITY PARTNERSHIP
INCLUDING PROFESSIONAL CORPORATIONS
200 Park Avenue, New York, New York 10166-0193
(212) 351-4000
www.gibsondunn.com
jesdorn@gibsondunn.com
January 14, 2010
Direct Dial | Client Matter No. | |||
212-351-3851 | 04950-00006 |
Fax No.
212-351-5276
VIA EDGAR TRANSMISSION
Division of Corporation Finance
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549-3628
Attn: | Pamela A. Long, Assistant Director |
Edward M. Kelly, Senior Counsel |
Re: | Associated Materials, LLC and Co-registrants |
Listed on Registration Statement’s Facing Page |
Pre-effective Amendment 1 to Registration Statement on Form S-4 |
Filed January 6, 2010 |
File No. 333-163382 |
Dear Ms. Long and Mr. Kelly:
Reference is made to your letter, dated January 12, 2010 (the “Comment Letter”), setting forth the comments of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission, concerning Amendment No. 1 to the Registration Statement on Form S-4 (File No. 333-163382) filed by Associated Materials, LLC (“Associated Materials”), Associated Materials Finance, Inc. (“Associated Finance”) and the subsidiary guarantors (collectively, the “Registrants”) on January 6, 2010 (as amended, the “Registration Statement”). On behalf of the Registrants we hereby submit the Registrants’ written response to the Comment Letter.
Ms. Pamela A. Long and Mr. Edward M. Kelly
January 14, 2010
Page 2
The numbered paragraphs and headings in this response letter correspond to the original numbered paragraphs and headings in the Comment Letter. For ease of reference, we have repeated the Staff’s comments in bold text preceding each of the responses.
General
1. | Refer to prior comment 2. You must include in your letter all the representations from the Morgan Stanley, Exxon Capital, and Shearman letters. Please revise. |
The Registrants will submit a revised version of the supplemental letter via electronic submission today.
Annual Incentive Bonus, page 81
2. | Refer to prior comment 15. Disclose actual EBITDA for 2008 and 2007. |
In response to the Staff’s comment, pages 81 and 82 of the Registration Statement have been revised to disclose actual EBITDA (as defined under the heading “—Objectives of the Company’s Executive Compensation Program” on page 80 of the Registration Statement) for 2008 and 2007.
* * * * *
Ms. Pamela A. Long and Mr. Edward M. Kelly
January 14, 2010
Page 3
Please do not hesitate to contact me at 212-351-3851 if you have any questions or further comments. Thank you in advance for your prompt attention to this matter.
Sincerely, |
/s/ Joerg H. Esdorn |
Joerg H. Esdorn |
cc: | Stephen E. Graham |
Associated Materials, LLC |