Mail Stop 3-5
March 30, 2005
By U.S. Mail and Facsimile
John R. Murphy
Chief Financial Officer
Accuride Corporation
7140 Office Circle
Evansville, Indiana 47715
Re: Accuride Corporation
Form S-1 filed March 25, 2005, as amended
File No. 333-121944
Dear Mr. Murphy:
We have reviewed your amended filing and have the following
comments. Where indicated, we think you should revise your
documents
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.
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 and 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. The amendment that is to be declared effective must include an
unrestricted accountant`s report and consent.
Prospectus Summary, page 1
The Offering, page 8
2. Please describe the events that trigger the issuance of
1,142,495.
Also, please explain the specific performance goals TTI must meet
to
satisfy the conditions related to the issuance of 1,142,495
shares.
Please improve disclosure throughout to clarify this reference.
TTI Merger, page 31
3. Refer to our previous comment 5. As your offering is
underwritten, please supplementally illustrate and explain the
circumstances under which no shares of common stock would be sold.
As a related matter, please refer to adjustment (c) to the pro
forma
financial statements, as explained on page 42. As you appear to
be
assuming sale of shares to the public in connection with these
adjustments, it appears that you should also assume issuance of
the
additional shares for purposes of the pro forma balance sheet and
income statement. Please revise or advise. We may have
additional
comments upon review of your response.
Pro Forma as Adjusted Consolidated Financial Data, page 36
Notes to the Unaudited Pro Forma Consolidated Financial
Statements,
page 39
(a) TTI Merger Asset Allocation
4. Refer to our previous comment 9. We assume, from your
response,
that you have measured the acquisition based on the fair value of
the
net assets acquired because you consider it to be more reliably
measurable than the fair value of the consideration given. Please
clarify and discuss, supplementally and in your filing.
5. As a related matter, although no public market currently exists
for your common stock, it appears that plans for your initial
public
offering existed before the acquisition occurred. We note, in the
event of a successful public offering, the market value of the
shares
you are offering to TTI shareholders will equal approximately $164
million, inclusive of contingent shares. Supplementally explain
the
basis for the very significant difference between the $92 million
used to measure the acquisition cost of TTI and the anticipated
fair
value of the common shares distributed in consideration.
Management`s Discussion and Analysis, page 50
Results of Operations, page 51
6. Refer to our previous comment 15. As the term "surcharge" has
a
commonly accepted definition, please expand your disclosures to
include the information provided in the second paragraph of your
supplemental response in order to facilitate the reader`s
understanding.
Principal Stockholders, page 103
7. We note that you have excluded 1,142,495 contingently issuable
shares related to TTI from the beneficial ownership table.
However,
based on the definitions of your amended merger agreement, it
appears
that the measures for determining TTI`s performance goal target
EBITDA may be calculated as of the end of March 2005. If you are
able to determine whether the shares will be issuable at the time
of
the next amendment, please revise. In this regard we note that
the
shares, which are generally excluded throughout the filing, appear
to
be included in the third paragraph on page 122 as if they are
certain
to be issued. If so, we do not understand the exclusion
elsewhere.
Please advise or revise.
Accuride Corporation Financial Statements, page F-1
Note 1 - Summary of Significant Accounting Policies
Revenue Recognition, page F-7
8. Refer to our previous comment 17. We note that you consider
the
rebates to be known obligations. Supplementally explain whether
and
how the "Revenue Recognition" disclosure in your accounting
policies
footnote is consistent with this description. We refer
specifically
to the fact that you provide an allowance for "estimated
discounts"
associated with customer rebates.
Note 2 - Recapitalization of Accuride Corporation, page F-14
9. Refer to your response to our previous comment 19. Your
discussion of the 2002 adjustment to the 1998 recapitalization
consists, to date, of a recitation of the specific dollar amounts
that you recorded and the specific events that took place. Please
tell us more about your related accounting policy, including the
judgments and estimates involved in determining the amounts to be
recorded. We assume that the deferred tax assets and liabilities
recognized on the recapitalization date were based upon
management`s
best estimate of the tax basis of the assets acquired and
liabilities
assumed that ultimately would be accepted by the taxing authority.
It appears that management eventually changed its best estimate,
resulting in the significant fiscal 2002 adjustment. Please
supplementally explain the basis of your original estimates and
assumptions. If the transaction created $150 million step-up in
asset basis and increase in future deductions, please further
explain
and support your determination that only $50 million of the
increase
should be recognized at that time, particularly in view of the
relative size of the subsequent adjustment. In this regard, we
note
that you recorded a significant valuation allowance at the
recapitalization date. Tell us how and when you reduced your
initial
valuation allowance and quantify the impact of that reduction upon
your income statement by fiscal period. How did you determine the
appropriate amount of the remaining valuation allowance at the end
of
each fiscal period? Please advise, supplementally and in detail.
Note 12 - Segment Reporting, Page F-28
10. Refer to your responses to our prior comments 21 through 23.
We
have no further comments regarding the segment presentation by
Accuride on a stand alone basis or by TTI on a stand alone basis.
Subsequent to the merger, we may wish to consider the segment
presentation for the consolidated entity as a whole in connection
with a future review of the company.
Note 17 - Subsequent Event --- Acquisition, page F-32
11. Refer to our previous comment 24. We still feel your
disclosures
are overly general in nature. Please revise your disclosure to
indicate the specific facts and circumstances surrounding the
delay
in finalization of the asset allocation. For example, "analyzing
current and long term liabilities" should be replaced with a
description of the specific contingency and proposed resolution
for
each liability not yet finalized, and "finalizing the valuation of
other postretirement benefit plan liability" should also include a
description of the reason for the delay and proposed resolution.
Closing
As appropriate, please amend the 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.
You may contact Amy Geddes at (202) 824-2885, or Margery
Reich
at (202) 942-1839 if you have questions regarding comments on the
financial statements and related matters. Please contact Johanna
Vega Losert at (202) 942-2931 or me at (202) 942-1850 with any
other
questions.
Sincerely,
Max A. Webb
Assistant Director
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John R. Murphy
Accuride Corporation
March 30, 2005
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