July 8, 2005
Mail Stop 7010
By U.S. Mail and facsimile to (978) 532-4956
Michael Umana
Chief Financial Officer
Saucony, Inc.
13 Centennial Drive
Peabody, Massachusetts 01960
Re: Saucony, Inc
Schedule 14A
Filed June 9, 2005
File No. 000-05083
Dear Mr. Umana:
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 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 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 supplementally provide us with a copy of the board book.
2. The proxy statement should begin with the Summary Term Sheet,
followed by the Table of Contents. The Summary Term Sheet should
set
forth the principal terms of the transaction, not summarize the
entire document. It should also be concise. Please revise. For
further guidance, see Item 1001 of Regulation M-A, and review
Section
II.F.2.b. of SEC Release No. 33-7760.
Questions and Answers About the Special Meeting and the Merger,
page
i
3. Please revise the introductory paragraph to delete the
statement
that the questions and answers are provided "for your
convenience."
4. Please disclose what percentage of unaffiliated shareholders
needs
to vote for the merger in order to approve the transaction. Where
appropriate, please provide this information elsewhere in the
filing.
Summary, page 1
5. Please add a section that briefly summarizes the reasons for
the
merger that you disclose in more detail on page 19.
Interests of Our Directors and Executive Officers in the Merger,
page
8
6. Quantify in dollars the aggregate amount of compensatory
payments
and all other benefits that all executive officers, directors, and
key employees will receive as a result of the transaction.
Provide
this information on an individual and group basis.
The Merger, page 14
Background of the Merger, page 14
7. Please expand your discussion to explain why the board decided
to
explore strategic alternatives for the company, including a sale,
in
August 2004. Also, please expand your discussion throughout as to
why the board decided to pursue a cash merger as opposed to other
strategic alternatives. See Regulation M-A, Item 1004(a)(2)(iii).
8. On page 15 you state that the board began to explore a
leveraged
recapitalization in mid-March 2005. Please revise to explain what
happened with respect to this alternative after Chestnut
Securities
sent the packages to the five financial institutions.
9. Please describe in more detail your discussions with Stride
Rite
and the other bidder from March 2005 through the time when the new
bids were presented in April 2005.
10. Please describe in more detail the environmental issues at
your
Brookfield, Massachusetts facility disclosed in the last paragraph
on
page 16.
11. On page 17 in the last paragraph you state that the board
considered the option of remaining an independent company. Please
revise to provide more detail concerning the board`s
consideration.
What specifically did the board consider?
12. On page 18 in the second paragraph you indicate that Mr.
Fisher
and your financial advisor advised Mr. Chamberlain and Stride
Rite`s
financial advisor that any price reduction would require a
significant reduction in the proposed termination fee. Please
revise
to quantify what you mean by significant reduction
13. We note Chestnut Securities` involvement in your negotiations
with Stride Rite and other potential suitors beginning in August
2004, including your summary of the five financial analyses
performed
by Chestnut. Please advise us as to what consideration was given
to
whether oral or written communications with Chestnut Securities
are
reports materially related to the transaction that should be
described in accordance with Item 1015(b) of Regulation M-A. We
may
have further comments upon review of your response.
Reasons for the Merger and Recommendations of the Board of
Directors,
page 19
14. Please briefly summarize the Board`s analysis for each
material
factor, including the risks and countervailing factors disclosed
on
pages 20 through 21.
Opinion of the Financial Advisor, page 21
15. Please provide for staff review all materials prepared by
Chestnut and provided to Saucony`s board, or their
representatives.
Provide all transcripts, summaries, and video presentation
materials.
We may have further comment based on our review of these
materials.
16. Please expand your disclosure to describe more fully the
relationship between Chestnut Securities and Chestnut Partners and
why Chestnut Securities has extensive knowledge of your company
based
on this relationship.
17. We note your statement on page 22 that Chestnut Securities
received financial projections from you. Please provide us
supplementally with copies of these projections and all other
financial information you prepared for Chestnut Securities.
Please
also confirm to us that these projections were not made to Stride
Rite or other potential merger candidates or, alternatively,
revise
your proxy statement to include them in the filing. We may have
further comment.
18. The staff notes the disclaimers of Chestnut Securities , on
page
22, relating to the estimates used in the preparation of the
financial analysis and the fairness opinion. While it may be
acceptable to include qualifying language concerning subjective
analysis, it is inappropriate to disclaim responsibility for
statements made in the document.
Comparable Company Trading Values Analysis, page 24
19. Please state the basis for Chestnut`s selection of 2000 as the
starting point for its calculation of the historical discount of
your
stock price to the implied equity value per share in light of your
improved stock price since the first quarter of the year ended
January 2, 2004, as disclosed on page 58.
20. On page 26, revise your discussion of the discounted cash flow
analysis to fully describe the "base case" and "aggressive growth"
scenarios, including how you initially calculated the growth
projections.
Discounted Cash Flow Analysis, page 26
21. State the basis for assuming the range of EBITDA multiples, as
well as the basis for assuming the range of discount rates.
Similarly revise the discussion of the leveraged buyout analysis
to
state the basis for assuming the range of EBITDA multiples and
required return on equity.
Interests of Our Directors and Executive Officers in the Merger,
page
34
22. We note your disclosure concerning the board`s awareness of
potential conflicts of interest. Please explain how the board
resolved these potential conflicts of interest.
Regulatory Matters, page 37
23. Please update this information as necessary.
Material U.S. Federal Income Tax Consequences, page 38
24. Please revise your disclosure to clarify that you are
discussing
all "material," rather than "certain" or "certain material" tax
consequences. In addition, please delete the statement on page 38
that this is a "general discussion" and the statement on page 39
that
the tax discussion "is included for general information purposes
only
.. . . ."
The Merger Agreement, page 39
25. Please supplementally provide us with a list that briefly
identifies the contents of all omitted schedules or similar
supplements to the merger agreement.
Representations and Warranties, page 41
26. We have read your disclosures in the first paragraph. Please
note that investors are entitled to rely upon disclosures in your
publicly filed documents, including disclosures regarding
representations and warranties contained in a merger agreement.
Please revise this paragraph accordingly.
27. We note your statement that some of the representations and
warranties may not be accurate "as of any particular date."
Please
include disclosure acknowledging that if specific material facts
exist that contradict the representations or warranties in the
merger
agreement, you have provided corrective disclosure.
Appendix C
28. Please revise the opinion to state that Chestnut Securities
has
consented to the summary of its opinion in the proxy statement, or
include such a statement in the proxy statement.
Proxy Card
29. With respect to Proposal No. 1, please insert a short
statement
describing the merger, including the price shareholders will
receive.
As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response. 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 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 filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment 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.
In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments 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 our review of your filing or in
response to our comments on your filing.
Please contact Matt Franker, Staff Attorney, at (202) 551-
3749
or Lesli Sheppard, Senior Staff Attorney, at (202) 551-3708 with
any
questions. Alternatively, you may contact me at (202) 551-3760.
Sincerely,
Pamela A. Long
Assistant Director
cc: Hal J. Leibowitz, Esq. (via facsimile 617/526-5000)
Wilmer Cutler Pickering Hale & Dorr LLP
60 State Street
Boston, Massachusetts 02109
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Michael Umana
Saucony, Inc.
July 8, 2005
Page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010
DIVISION OF
CORPORATION FINANCE