September 30, 2004
Via Facsimile (212) 593-5955 and U.S. Mail
Barbara V. Tinsley, Esq.
General Counsel and Secretary
BlueLinx Holdings Inc.
4300 Wildwood Parkway
Atlanta, Georgia 30339
Re: BlueLinx Holdings Inc.
Form S-1 filed September 2, 2004
File No. 333-118750
Dear Ms. Tinsley:
We have reviewed your filing and have the following comments.
Where indicated, we think you should revise your document in response
to these comments. If you disagree, we will consider your explanation
as to why our comment is inapplicable or a revision is unnecessary.
Please be as detailed as necessary in your explanation. In some of
our comments, we may ask you to provide us with supplemental
information so we may better understand your disclosure. After
reviewing this information, we may or may not raise additional
comments.
Please understand that the purpose of our review process is to assist
you in your compliance with the applicable disclosure requirements and
to enhance the overall disclosure in your filing. We look forward to
working with you in these respects. We welcome any questions you may
have about our comments or on any other aspect of our review. Feel
free to call us at the telephone numbers listed at the end of this
letter.
General
1. Please include all information that is not subject to Rule 430A in
the next amendment, including a bona fide estimate of the range of the
maximum offering price for the shares and the maximum number of shares
offered. This information must be included on the prospectus cover
page, as well as in the body of the prospectus. See instruction 1(A)
to Item 501(b)(3) of Regulation S-K. We may have further comments
after reviewing this information.
2. All exhibits are subject to our review. Accordingly, please file
all of your exhibits with your next amendment, or as soon as possible.
Please note that we may have comments on the legal opinion and other
exhibits once they are filed. Understand that we will need adequate
time to review these materials before accelerating effectiveness.
3. Please do not use smaller type for footnotes or in tables, as you
do on pages 25 and 26, for example.
Non-GAAP Financial Measures
EBITDA
4. We note that you consider EBITDA to be a measure of operating
performance. Based on your need for ongoing capital expenditures and
debt financing, it is unclear to us how EBITDA could be a useful
measure of operating performance. This measure appears to eliminate
critical recurring charges that are a necessary cost of your
operations. Please provide a more comprehensive explanation of why
you believe EBITDA is a useful measure of operating performance.
If, after further consideration, you agree that you do not use EBITDA
as an operating measure, please revise to remove the reference to
EBITDA as an operating measure. Item 10(e)(i)(B) of Regulation S-K
would then require that such measure be reconciled to cash flows from
operations, rather than net income.
For further guidance on this subject, please see Questions 8 and 15 of
"Frequently Asked Questions Regarding the Use of Non-GAAP Financial
Measures," which you can find on our website at www.sec.gov. Refer to
the SEC Divisions; Division of Corporation Finance; Frequently Asked
Questions; Use of Non-GAAP Financial Measures.
Working Capital
5. We do not think it is appropriate to use the description "Working
Capital" to refer to the financial measure calculated by taking total
current assets minus total current liabilities excluding current
maturities of long-term debt. Please revise. Refer to Item
10(e)(1)(ii)(E) of Regulation S-K. It also does not appear that the
"Working Capital" amount reported on page 25 of $607,154 at July 3,
2004 is equal to total current assets minus total current liabilities
excluding current maturities of long-term debt based on the amounts
reported on page F-19.
It is not clear why management believes that presentation of this
financial measure provides useful information to investors as well as
the purposes for which management uses this financial measure.
Provide all of the disclosures required by Item 10(e)(1)(i) of
Regulation S-K.
Prospectus Front Cover Page
6. Please advise us as to the steps you have taken to apply for
listing your company on the New York Stock Exchange.
Inside Front Cover Page
7. Please provide a copy of the inside cover artwork.
Market Share, Ranking and Other Data, page 1
8. Delete the language in this section that implies that you are not
responsible for the accuracy or completeness of the information you
elect to include in the prospectus.
Cautionary Statement Concerning Forward-Looking Statements, page 1
9. Please move this section so that it appears after the risk factors
section.
Prospectus Summary, pages 3-5
10. Please delete your reference to "we," "our," "us," "the company,"
"division," and "operating company." The narrator should be clear
throughout the prospectus without the need of a legend. See Rule 421
of Regulation C.
11. Please revise to include a balanced description of your business.
For example, consider disclosing your growth over the past 5 years.
Also, remove the section on your Competitive Strengths.
12. Paragraph (c)(2) of Rule 10-01 of Regulation S-X states that
income statements may also be presented for the cumulative twelve-
month period ended during the most recent fiscal quarter. Given that
the Company has not presented these income statements, it does not
appear appropriate to disclose the net sales amount for the twelve
month period ended July 3, 2004. Please advise or revise.
13. In addition, we do not believe it is appropriate to present pro
forma EBITDA for the twelve-month period ended July 3, 2004. Please
advise or revise.
14. Disclose the basis for all of your assertions about your
competitive position within your industry. If you funded or were
otherwise affiliated with any of the studies or reports you cite,
please disclose this. Otherwise, please confirm that these sources are
widely available to the public. If you do not have appropriate
independent support for a statement, please revise the language to
make clear that this is your belief based on your experience in the
industry, if true. This comment is also applicable to any unsupported
claims in the Business section of the filing. We may have additional
comments after we review your response.
15. Please provide the basis for the listed industry conditions and
trends on page 4, including market data if available. Furthermore,
briefly discuss why and how you think the industry conditions and
trends will affect your business.
16. To the extent that you discuss a strategy in the summary, please
balance by briefly discussing the risks of implementing your strategy.
17. Please revise to specify how management will implement the
identified strategies. Currently, your discussion identifies broad
themes that often apply to every initial public offering and lacks
substantive support for your intentions and beliefs. For example:
* Explain how you will "captur[e] new customer opportunities and
broaden [your] product and service offerings through [your] existing
distribution channels" to "continue to organically grow [your] unit
volumes and revenues."
* Explain how you intend to finance your acquisition strategy of
selectively pursuing acquisitions.
* Explain how you will "leverage [your] operating platform." Further,
explain what "leverage" means and refrain the use of such vague
marketing language.
Please address each of these points accordingly. Also, to the extent
your additional discussion is not reflected in "Business-Our Business
Strategy," please supplement the section.
The Offering, page 6
18. Under Use of Proceeds, quantify the portion of the proceeds to go
to Cerberus and add a risk factor that a significant amount of the
proceeds will go to insiders. Disclose that four of your directors are
affiliated with Cerberus and disclose whether they voted to approve
the offering.
Risk Factors, pages 11-19
19. Please delete the last two sentences of the first paragraph on
page 11. All material risks should be described. If risks are not
deemed material, you should not reference them.
20. Some of the risk factor headings do not specify the resulting
risk. Please revise them as necessary to specify clearly the risk.
21. Please avoid language in risk factors like "material adverse
effect" or "adverse effect." Instead, please state what the specific
impact will be on your business, financial condition or results of
operations.
22. Some of your risk factors use language like "there is no
assurance." Please delete this language; the real risk is not your
inability to offer assurance, but the condition described.
Our industry is highly cyclical. . . page 11
23. Please disclose in your prospectus the basis for your belief that
"building products prices and volumes may be at or near a cyclical
peak."
We have a limited operating history. . . page 13
24. Please briefly explain what the "risks, uncertainties, expenses
and difficulties typically encountered by recently sold companies that
were part of a larger entity" are, which you referred to in your
discussion of the risks associated with a limited operating history on
page 13.
We depend upon a single supplier, Georgia Pacific . . . page 13
25. Please briefly explain what an "evergreen provision" is here and
in "Business-Suppliers" on page 56, where you again refer to an
"evergreen provision."
26. Please quantify the "substantial minimum purchase volume
commitments" referred to in your discussion of the risks associated
with your dependence on Georgia-Pacific on page 14.
We depend on our information technology systems to conduct out
business . . . page 14
27. Please describe specific risks associated with your dependence on
information technology systems, which apply to your company.
Otherwise delete this risk factor, as it is generic.
We may incur substantial costs relating to Georgia-Pacific`s. . . ,
page 16
28. Please clarify why you may be subject to asbestos product
liability if none of the assets sold to you by Georgia-Pacific contain
asbestos. We may have further comments.
Our management team is an important part of our business. . . page 16
29. In the risk "Our management team ... impair our success" on page
16, please describe specific risks associated with your dependence on
management and key personnel, which apply to your company. Otherwise
delete this risk factor, as it is generic.
Affiliates of Cerberus control us. . . , page 17
30. Describe the corporate governance requirements from which you are
exempt. Disclose that four of your directors are affiliated with
Cerberus.
If a substantial number of shares become available. . . , page 18
31. Disclose the number of shares held pursuant to the lock-up
agreements. Also provide share information on a fully-diluted basis.
Use of Proceeds, page 20
32. Please identify the parties to whom you owe the $100 million term
loan. We note your disclosure on page 70.
Dilution, page 23
33. Revise the dilution table to include the shares underlying options
that officers, directors and affiliates have the right to acquire.
See Item 506 of Regulation S-K.
Unaudited Pro Forma Consolidated Financial Statements, pages 27-31
34. Please provide the pro forma basic and diluted earnings per share
information.
35. Provide a detailed explanation of pro forma adjustments 1 through
3, including the individual components of these adjustments. In
addition, tell us how they meet the criteria of paragraph (b)(6) of
Rule 11-02 of Regulation S-X which states that pro forma adjustments
must be: (1) directly attributable to the transaction, (2) expected to
have a continuing impact on the registrant, and (3) factually
supportable.
36. We note that the that in the second paragraph under the Business
Combinations Note on page F-22, it states that your asset purchase
agreement was funded with net proceeds of $476 million from drawings
under your asset-based revolving credit facility, help us understand
why pro forma adjustment number 6 is based on the assumption that the
revolving credit facility was assumed to have an average balance of
$444 million, $372 million and $380 million for the first half of
fiscal 2004, full year fiscal 2003 and first half of fiscal 2003,
respectively. In addition, tell us how you determined it was
appropriate to assume interest at a rate of 3.625% for the revolving
credit facility. Clarify whether this is the current interest rate or
the rates that were prevailing during the period covered by the pro
forma period.
37. In addition, tell us how you determined it was appropriate to use
an assumed interest rate of 6.0% for the new mortgage for pro forma
adjustment 9. Tell us whether you have entered into the new mortgage.
If so, it would appear that the assumed interest rate should be
revised for the actual rate.
38. We note your discussion of certain arrangements that will exist
between you and Georgia Pacific that on pages F-27 & F-28. Tell us
what consideration you gave to these arrangements regarding your pro
forma financial statements.
39. In addition, we note that the purchase price allocation resulted
in a $5 million supply agreement intangible asset. Tell us whether
this amount is related to the supply agreement with Georgia Pacific as
well as how you determined the fair value of this asset at the
acquisition date.
MD&A, pages 32-47
Overview, page 32
40. MD&A is intended to give the investor an opportunity to look at
the company through the eyes of management by providing both a short
and long-term analysis of the business of the company. When
discussing your results of operations and financial condition, please
provide a prospective analysis. For instance, discuss whether you
anticipate a continued increase in net sales due to price and unit
volume increases and give the basis for your forecast. Also, noting
your net income growth from 2002 to 2003 and in the first half of
2004, discuss whether you anticipate net income to grow at its current
rate and give the basis for your forecast. See Release No. 33-6835,
which you can find on our website at www.sec.gov.
41. Please disclose any trends or uncertainties that you reasonably
expect will have a material impact on net sales or revenues or income
from continuing operations. For example, include in the discussion
the impact of your belief that "building products prices and volumes
may be at or near a cyclical peak," which you stated in the "Risk
Factors" section. Also, consider the industry trends you disclose on
pages 50 and 51. See Item 303(a)(3)(ii) of Regulation S-K.
Results of Operations, pages 35-40
42. In all comparative discussions of financial condition and results
of operations, where more than one reason is cited as being
responsible for a change, please quantify the contribution of each
factor. Further, discuss why you believe that there have been changes
and whether or not you believe that this is a trend.
For example, quantify the impact of each factor that contributes to
the fluctuations in "Gross Profit" and "Operating Income" of your
comparative discussions of the financial conditions. In your "Gross
Profit" discussion in "First Half 2004 Compared to First Half 2003" on
page 36, you attribute the increase of the gross profit margin to (1)
improving margins, (2) strong demand and (3) rising prices. Quantify
the impact of each of these factors and discuss why you believe that
there have been changes and whether or not you believe that this is a
trend.
Perform the same analysis for all other sections in the comparative
analyses of financial condition and results of operations, including
all analyses in the "Liquidity and Capital Resources" section. See
Item 303(a)(3)(i) of Regulation S-K and the instructions to Item 303
of Regulation S-K.
Contractual Commitments, page 44
43. We note that your tabular disclosure of contractual obligations
does not include interest. Consider including interest in the table
or, at a minimum, in a note to the table. Refer to Item 303(a)(5) of
Regulation S-K and Release No. 33-8182 for guidance.
Critical Accounting Policies, pages 45-46
44. Expand your critical accounting policies to address the following
areas:
* Types of assumptions underlying the most significant and subjective
estimates;
* Any known trends, demands, commitments, events or uncertainties that
are reasonably likely to occur and materially affect the methodology
or the
assumptions described;
* If applicable, why different estimates that would have had a
material impact on the company`s financial presentation could have
been used
in the current period; and
* If applicable, why the accounting estimate is reasonably likely to
change from period to period with a material impact on the financial
presentation;
* A quantitative discussion of changes in overall financial
performance and, to the extent material, line items in the financial
statements if the company were to assume that the accounting estimate
were changed, either by using reasonably possible near-term changes in
the most material assumption(s) underlying the accounting estimate or
by using the
reasonably possible range of the accounting estimate; If those changes
could have a material effect on the company`s liquidity or capital
resources, then the company also would
have to explain that effect.
* A quantitative and qualitative discussion of any material changes
made to the accounting estimate in the past three years, the reasons
for the changes, and the effect on line items in the financial
statements and overall financial performance;
Refer to Proposed Rule 33-8098 as well as the Section V. of the
Commission guidance Regarding Management`s Discussion and Analysis of
Financial Condition and Results of Operations dated December 29, 2003
for guidance.
Business, pages 48-60
45. Please provide revenues, a measure of profit or loss and total
assets for each segment for the last three fiscal years. The segment
may be divided by the two main product types and/or by the five
principal end use markets. See Item 101(b) of Regulation S-K.
46. In the "Risk Factors" section, you state that you "believe that
building products prices and volumes may be at or near a cyclical
peak." Please discuss this and other facts, which, in the opinion of
management, indicate that the three year segment financial data may
not be indicative of current or future operations of the segment. See
Item 101(b)(2) of Regulation S-K.
47. Please describe the practices of the company and the industry
relating to inventories and warranties. See Item 101(c)(1)(vi) of
Regulation S-K.
48. Describe your backlog, if any. See Item 101(c)(1)(viii) of
Regulation S-K.
49. Please disclose any material estimated capital expenditures for
environmental control facilities. See Item 101(c)(1)(xii) of
Regulation S-K.
Suppliers, page 56
50. Please describe in greater detail the material terms of your
agreement with Georgia-Pacific, including but not limited to the
"substantial minimum purchase volume commitments" and the monetary
penalties. We may have further comment after you file this agreement
as an exhibit.
Employees, page 57
51. Disclose the number of employees that are represented by the
collective bargaining agreements which are up for renewal before
December 31, 2004 and during 2005.
Properties and Facilities, page 57
52. Please provide information as to the suitability, adequacy,
productive capacity and extent of utilization of the facilities.
Refer to Item 102 of Regulation S-K.
Trademarks, page 60
53. Please disclose the duration and effect of all patents,
trademarks, licenses, franchises and concessions held. Refer to Item
101(c)(iv) of Regulation S-K.
Management - Summary Compensation Table, page 65
54. We note your statement that this compensation table does not
reflect the executive officers` participation in any Georgia-Pacific
stock based incentive plan. Yet, you disclose salaries paid while
Bluelinx was still a Georgia-Pacific division. Please revise to
disclose this stock based compensation or explain to us why you do not
disclose such information.
Principal Stockholders, page 69
55. Please list Cerberus as a separate beneficial owner in the table
and name all natural persons who share beneficial ownership with
Cerberus.
56. Include securities issuable within 60 days. See Rule 13d-3.
57. Please provide us your analysis of why Messrs. Tessler, Warden,
Fenton and Mayer do not beneficially own the shares held by Cerberus.
58. Please provide the approximate number of holders of common stock
as of the latest practicable date. The computation of the approximate
number of holders of the common stock may be based upon the number of
record holders or also may include individual participants in security
position listings. The method of computation that is chosen should
also be indicated. See Item 201(b)(1) of Regulation S-K and Rule
17Ad-8 of the Exchange Act.
Certain Relationships and Related Transactions, page 70
59. Disclose that in May 2004 you issued common stock and preferred
stock to Cerberus and to your executive officers, describe the terms
of those issuances and file the related agreements as exhibits. Also
describe the affiliation among your directors and Cerberus. See Item
404 of Regulation S-K.
60. Please discuss whether you believe each reported transaction and
relationship is on terms that are at least as fair to the company as
you would expect to negotiate with third parties.
Description of Our Capital Stock, pages 71-73
61. Please delete the statement that the summary provided is
"qualified in its entirety" by your certificate of incorporation and
bylaws, as this statement implies that you have not described the
material terms of the documents. See Rule 411(a) of Regulation C.
Likewise, under Where You Can Find More Information on page 84, please
delete the reference that statements about legal documents may not be
complete.
Shares Eligible for Future Sales, pages 74-75
62. Disclose the number of shares outstanding on a fully diluted
basis.
63. Disclose the number of shares held by Cerberus under Additional
Registration Statements.
Description of Certain Indebtedness, pages 76-78
64. Please describe the terms, including restrictive covenants, in
your new mortgage.
Underwriting, pages 81-84
65. Please describe any affiliation between Cerberus or any of your
directors and executive officers and the underwriters.
66. Disclose the fees paid to Goldman Sachs under the revolving credit
facility.
67. Disclose the criteria that the representatives will use in
determining whether to consent to waiving the 180-day lock-up
agreement.
68. Please identify any members of the underwriting syndicate that
will engage in any electronic offer, sale, or distribution of the
shares and describe their procedures to us supplementally, or confirm
that the Division`s Office of Chief Counsel has reviewed and approved
these procedures. If you become aware of any additional members of
the underwriting syndicate that may engage in electronic offers,
sales, or distributions after you respond to this comment, promptly
supplement your response to identify those members and provide us with
a description of their procedures.
69. Tell us whether you or the underwriters have any arrangements with
a third-party to host or access your preliminary prospectus on the
Internet. If so, identify the party and the website, describe the
material terms of your agreement, and provide us with a copy of any
written agreement. Please also provide us with copies of all
information concerning your company or prospectus that has appeared on
their website. Again, if you subsequently enter into any such
arrangements, promptly supplement your response.
70. Supplementally advise us whether you are doing a directed share
program. If so, please confirm, if true, that:
* Except for the underwriting commission, the offers and sales are on
the same terms as those offered to the general public;
* No offers were made prior to the filing of the registration
statement;
* Offers were made only with the prospectus; and
* No funds have been or will be committed or paid prior to
effectiveness of the registration statement.
Also, if you are doing a directed share program, please state whether
or not the shares purchased as part of the directed share program will
be subject to the lock-up agreement and provide us with copies of the
materials that you sent to the directed share program participants.
Where You Can Find More Information, page 84
71. Consider disclosing your Internet address.
72. Please disclose the SEC`s Public Reference Room telephone number.
See Item 101(e)(2).
Report of Independent Registered Public Accounting Firm
73. Please indicate the city and state where the report was issued.
Refer to Rule 2-02(a) of Regulation S-X.
Financial Statements
74. It appears that there are differences in the amounts reported in
Georgia-Pacific Corporation`s financial statements included in the
Form 10-Q for the quarter ended July 3, 2004 and in the Form 10-K for
the year ended January 3, 2004 for the building products distribution
reportable segment. Tell us why the amounts reported are different.
75. Please include an audited balance sheet within 135 days of the
date of filing the registration statement for the registrant, Bluelinx
Holdings Inc. Refer to Rule 3-01(a) of Regulation S-X.
SFAS 131
76. Tell us what consideration you gave to SFAS 131 and the Company`s
reportable segments. Provide the disclosures required by paragraphs
26 through 33 of SFAS 131, as applicable, as well as the enterprise-
wide disclosures required by paragraphs 36 through 39 of SFAS 131.
Revenue Recognition
77. Tell us how you recognize revenue related to reload and direct
sales including how you report these sales based on the guidance of
EITF 99-19.
Preferred Stock
78. Confirm and clarify your disclosure to state whether the Preferred
Stock is not redeemable (1) at a fixed or determinable price on a
fixed or determinable date, (2) at the option of the holder, or (3)
upon the occurrence of an event that is not solely within the control
of the issuer.
Note 1. Basis of Presentation and Background - Allocation of Costs
from Georgia-Pacific
79. We note that certain obligations incurred by the Parent on behalf
of the division have not been recorded on the accompanying balance
sheet. Provide the intercompany account disclosures discussed in
Question 4 of Topic 1.B.1 of SAB 103.
Environmental and Legal Matters
80. We note that the Company is involved in various legal proceedings
and is subject to a variety of environmental and pollution control
laws and regulations in all jurisdictions in which it operates. We
also note that management believes that the disposition of these
matters will not have a materially adverse effect on the financial
condition or results of operations of the Company. Please also
confirm that it is not reasonably possible that a material loss
exceeding amounts accrued has been incurred or provide the disclosures
required by paragraph 10 of SFAS 5.
81. We also note that Georgia-Pacific had agreed to indemnify you
against any claim arising from environmental conditions that existed
prior to May 7, 2004. We remind you that in Topic 5:Y of SAB 103 we
stated that the staff believes product and environmental remediation
liabilities are of such significance that detailed disclosures
regarding the judgments and assumptions underlying the recognition and
measurement of the liabilities are necessary to prevent the financial
statements from being misleading and to inform readers fully regarding
the range of reasonably possible outcomes that could have a material
effect on the registrant`s financial condition, results of operations,
or liquidity. Given this we would expect to see detailed disclosures
regarding both recorded and unrecorded environmental liabilities as
well as the terms of the indemnification agreements. Provide the
disclosures requested by Topic 5:Y of SAB 103.
Business Combinations
82. Provide us with a summary of the assets acquired and liabilities
assumed at the division acquisition date prior to the fair value
adjustments. We note that the estimated fair value of the assets
acquired and liabilities assumed at the date of acquisition are
provided on page F-23.
Stock-Based Compensation - Equity Plan (F-29)
83. We note that during the period from January 4, 2004 to May 7,
2004, the division recorded $2.6 million of stock-based compensation,
of which $1.8 million related to the acceleration of vesting of
certain awards. Tell us the specific components of the $2.6 million
as well as how you determined the amount to be recorded for each
component.
Item 15. Recent Sales of Unregistered Securities, page II-2
84. Provide us an analysis of all equity issuances since your
formation. For each issuance, identify the parties, the nature of the
consideration, the fair value and your basis for determining fair
value. To the extent applicable, reconcile the fair values you used
for equity issuances to the fair value indicated by the anticipated
IPO price range.
85. Please provide disclosure to include the following information for
equity instruments granted during the 12 months prior to June 30, 2004
by grant date:
* Number of options or shares granted;
* Exercise price;
* Fair Value of common stock;
* Intrinsic value per option, if any;
* Whether the valuation used to determine the fair value of the equity
instruments was contemporaneous or retrospective; and
* If the valuation specialist was a related party, indicate as such.
86. In MD&A, disclose the aggregate intrinsic value of all outstanding
options based on the estimated IPO price.
Item 17. Undertakings, page II-5
87. Please replace the word "conformed" in paragraph (a)(2) with
"contained."
Closing Comments
As appropriate, please amend your registration statement in response
to these comments. You may wish to provide us with marked copies of
the amendment to expedite our review. Please furnish a cover letter
with your amendment that keys your responses to our comments and
provides any requested supplemental information. Detailed cover
letters greatly facilitate our review. Please understand that we may
have additional comments after reviewing your amendment and responses
to our comments.
We urge all persons who are responsible for the accuracy and adequacy
of the disclosure in the filings reviewed by the staff to be certain
that they have provided all information investors require for an
informed decision. Since the company and its management are in
possession of all facts relating to a company`s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have
made.
Notwithstanding our comments, in the event the company requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such request,
acknowledging that:
? should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
? the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy and
accuracy of the disclosure in the filing; and
? the company may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the federal
securities laws of the United States.
In addition, please be advised that the Division of Enforcement
has access to all information you provide to the staff of the Division
of Corporation Finance in connection with our review of your filing or
in response to our comments on your filing.
We will consider a written request for acceleration of the effective
date of the registration statement as a confirmation of the fact that
those requesting acceleration are aware of their respective
responsibilities under the Securities Act of 1933 and the Securities
Exchange Act of 1934 as they relate to the proposed public offering of
the securities specified in the above registration statement. We will
act on the request and, pursuant to delegated authority, grant
acceleration of the effective date.
We direct your attention to Rules 460 and 461 regarding requesting
acceleration of a registration statement. Please allow adequate time
after the filing of any amendment for further review before submitting
a request for acceleration. Please provide this request at least two
business days in advance of the requested effective date.
Please direct questions regarding accounting comments to Nudrat Salik
at (202) 942-7769, or in her absence, to Nathan Cheney at (202) 942-
1804. Direct questions on other disclosure issues to Brigitte
Lippmann at (202) 942-0755 or Lesli Sheppard at (202) 942-1887. In
this regard, please do not hesitate to contact the undersigned at
(202) 942-1950.
Sincerely,
Pamela A. Long
Assistant Director
cc: Michael R. Littenberg, Esq.
Schulte Roth & Zabel LLP
919 Third Avenue
New York, NY 10022
Barbara V. Tinsley, Esq.
BlueLinx Holdings Inc.
September 30, 2004
Page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0404
DIVISION OF
CORPORATION FINANCE