June 24, 2005
Mail Stop 7010
By U.S. Mail and facsimile to (214)756-8623
Robert D. Graham
Vice President
Kronos International, Inc.
5430 LBJ Freeway
Dallas, TX 75240-2697
Re: Kronos International, Inc.
Form S-4, amendment number 1, filed June 3, 2005
Form 10-K for the year ended December 31, 2004
File Nos. 333-123680 and 333-100047
Dear Mr. Graham:
We have reviewed your filings 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.
AMENDMENT NO. 1 TO FORM S-4 FILED JUNE 3, 2005
Management`s Discussion and Analysis, page 28
Cash, Cash Equivalents, Restricted Cash and Restricted Marketable
Debt, page 39
1. We note your response to our prior comment 33. Please revise
to
clarify a time frame for short term and long term basis. In that
regard, we reissue our prior comment 33.
Material Tax Considerations, page 93
2. We note your revisions in response to our prior comment 44 and
your continued use of a short-form tax opinion. It is not
appropriate to use a short-form tax opinion and merely states that
"it is the opinion" that the discussion "describes" the material
tax
consequences. You must state affirmatively here and in your
short-
form tax opinion that this discussion is Locke Liddell & Sapp`s
opinion. In that regard, we reissue prior comments 44 and 53.
Exhibit 5.1 - Legal Opinion
3. We note the revisions pursuant to prior comment 51. It appears
that you continue to "carve out" expertise, or responsibility for,
Delaware and New York law. Since you are a Delaware company,
counsel
must opine on the laws of Delaware. Please note, the Commission
shares in the generally accepted proposition that all lawyers are
deemed capable of opining on Delaware law. Since you are issuing
notes pursuant to an indenture governed by New York law, counsel
must
opine on New York law, including New York contract law. Please
provide an opinion consistent with the requirement of Item
601(b)(5)
of Regulation S-K.
Exhibit 12.1
4. We have read your response to comment 54 from our letter dated
April 27, 2005. Since debt is being registered, the ratio of
earnings to fixed charges should be disclosed in the filing.
Please
revise your exhibit to show the calculation of your ratio of
earnings
to fixed charges. You may also disclose both the ratio of
earnings
to fix charges and the ratio of earnings to combined fixed charges
and preferred dividends. See Item 503(d) of Regulation S-K.
* * *
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
Ernest
Greene, Staff Accountant, at (202) 551-3733, or in his absence, to
Nathan Cheney, Assistant Chief Accountant, at (202) 551-3714.
Direct
questions on other disclosure issues to Lesli Sheppard, Senior
Staff
Attorney, at (202) 551-3708 or the undersigned at
(202) 551-3760.
Sincerely,
Pamela A. Long
Assistant Director
cc: Don M. Glendenning, Esq.
Locke Liddell & Sapp LLP
2200 Ross Avenue, Suite 2200
Dallas, TX 75201
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Robert D. Graham
Kronos International
Page 4
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010
DIVISION OF
CORPORATION FINANCE