May 6, 2005
via U.S. Mail
Frans Koffrie
Chief Executive Officer
Buhrmann US Inc.
c/o Buhrmann NV
Hoogoorddreef 62,
1101 BE Amsterdam ZO
The Netherlands
Re: Buhrmann US Inc.
Form F-4 filed April 8, 2005
File No. 333-123952
Form 20-F for the period ended December 31, 2004
Filed March 14, 2005
..
Dear Mr. Koffrie:
We have limited our review of the above filing to a review
of
the consolidated income statements and the disclosure requirements
specified in Items 10 and 11 of Form F-4 and we have the following
comments. If you disagree, we will consider your explanation as
to
why our comments are inapplicable or a revision is unnecessary.
Please be as detailed as necessary in your explanation. 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.
Form F-4
General
1. Please update your registration statement to include your most
recent interim financial statements, as published in the Form 6-K
that you furnished on May 3, 2005. These statements should be
reconciled to U. S. GAAP in accordance with Instruction 3(a) and
(b)
to Item 8.A.5 of Form 20-F, as referenced in Item 10(b) of Form F-
4.
2. Consistent with the requirements of Item 11 of Form F-4, please
specifically delineate in the prospectus, the documents you are
incorporating by reference.
Financial Statements
Consolidated Income Statements
3. We note your measures of "value added" and "gross profit" shown
in
your financial statements in the Form F-4 and your Form 6-K dated
May
3, 2005, appear to exclude depreciation and amortization expense.
We
also note your measures of "costs of trade goods sold," "other
costs
of sales," and "purchase value trade goods sold" appear to exclude
depreciation and amortization expense. We believe it will be
necessary to revise your presentations to include the
parenthetical
notation advising readers of the amounts of depreciation and
amortization excluded from but attributable to costs of sales or
similarly titled measures to comply with SAB Topic 11:B.
On a related point, when using a functional based presentation
under
IFRS, as you have done in preparing your subsequent interim
financial
statements, the guidance in paragraph 82 of IAS 1, consistent with
US
GAAP, would preclude disclosing an incomplete measure of gross
profit, excluding depreciation and amortization attributable to
costs
of sales. Please revise your measures of gross profit to reflect
all
costs of sales.
Closing Comments
As appropriate, please respond to this letter within 10
business
days or tell us when you will provide us with a response.
Detailed
cover letters greatly facilitate our review. Please file your
cover
letter on EDGAR. Please understand that we may have additional
comments after reviewing your response to our comment.
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.
Please direct all accounting questions to Jonathan Duersch at
202-942-1761 or in his absence, Karl Hiller, Accounting Branch
Chief,
at 202-942-1981. All other questions relating to the above should
be
directed to Mellissa Campbell Duru, at (202) 942-1930, or in her
absence, to the undersigned at (202) 942-1870. Direct all
correspondence to the following ZIP code: 20549-0405.
Sincerely,
H.R. Schwall
Assistant Director
cc: via facsimile
Alexander Cohen, Esq.
Latham & Watkins
011 44 207 374 4460 (fax)
J. Duersch
K. Hiller
M. Duru
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Buhrmann US Inc.
May 6, 2005
page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0405
DIVISION OF
CORPORATION FINANCE