Mail Stop 3561
September 2, 2005
William A. Sanger
Chief Executive Officer
Emergency Medical Services Corporation
6200 S. Syracuse Way
Greenwood Village, CO 80111
Re: Emergency Medical Services Corporation
Form S-1
Filed August 2, 2005
File No. 333-127115
Dear Mr. Sanger:
We have reviewed your filings and have the following
comments.
Please amend the registration statement 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
filings.
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 S-1
General
1. We note a number of blank spaces throughout your registration
statement for information that you are not entitled to omit under
Rule 430A, such as the anticipated price range. Please note that
we
may have additional comments once you have provided this
disclosure.
Also, we may have further comments after you revise to clarify the
effects of your reorganization. Therefore, please allow us
sufficient time to review your complete disclosure prior to any
distribution of preliminary prospectuses.
2. We encourage you to file all exhibits with your next amendment
or
otherwise furnish us drafts of your legality opinion and
underwriting
agreement. We must review these documents before the registration
statement is declared effective, and we may have additional
comments.
3. Please provide us with copies of your prospectus artwork prior
to
circulating your preliminary prospectus. Since we may have
comments
that could result in material revisions to your artwork, please
provide us with sufficient time to comment on your artwork prior
to
circulating your preliminary prospectus. See Item VIII of the
March
31, 2001 quarterly update to the Division of Corporation Finance`s
Current Issues and Rulemaking Projects outline, which is available
on
our website at
http://www.sec.gov/divisions/corpfin/cfcrq032001.htm.
4. We note the growth estimate data and other figures cited
throughout the document, such as those provided by the Centers for
Medicare and Medicaid Services, the CDC and the Journal of
Emergency
Medical Services. Please provide us with marked copies of any
materials that support these and other third party statements,
clearly cross-referencing each statement with the underlying
factual
support. In addition, please remove your statement that you
cannot
guarantee the accuracy and completeness of the information, as you
are responsible for the disclosure in your registration statement.
Front Cover of Prospectus
5. Please confirm to us in your response letter that all of the
underwriters listed on the cover are managing underwriters.
Otherwise, please delete them. See Item 501(b)(8) of Regulation
S-K.
In addition, please remove the term "Joint Book-Running Managers"
from the front cover of the prospectus, as this information is
more
appropriate for disclosure in the plan of distribution or the back
cover page.
About this Prospectus, page ii
6. Please revise to incorporate the disclosure on this page into
the
prospectus summary or body of the prospectus, as appropriate. For
example, move the explanation about your financial information to
the
summary financial data to the extent it is already not disclosed
there.
7. Glossaries are generally not appropriate in the front portion
of
prospectuses and should be avoided in the body of the prospectus.
Instead, revise as appropriate so that your disclosure is clear
from
its context, and use everyday language. See Rule 421(b)(3) of
Regulation C. Furthermore, since potential investors will be
purchasing securities in your company after any pre-offering
reorganization, draft your disclosure from an investor`s
perspective
by focusing on the company as it will exist at the time of the
offering.
8. Please revise throughout the registration statement to use a
more
descriptive term than "the acquisition" to refer to your February
2005 acquisition by Onex Partners LP, as the use of this term
assumes
that potential investors are familiar with the history of your
company.
Prospectus Summary, page 1
9. As currently drafted, the summary section is too long. The
summary should provide a brief, balanced, non-repetitive
discussion
of the most material aspects of you and your offering. Please
reduce
the amount of detail by carefully considering and identifying
those
aspects of the offering that are the most significant and
determine
how best to highlight those points in clear, plain language. For
example, consider significantly reducing or deleting the
subsections
entitled Competitive Strengths, Business Strategy and Our Equity
Investor. This disclosure is too detailed for the summary and is
more appropriate for your Business discussion. Furthermore, the
amount of detail you provide about your equity investor, Onex
Partners, is confusing, as potential investors are investing in
your
company and not Onex Partners.
10. After you reduce the summary, please revise to begin your
prospectus summary with an overview very briefly disclosing the
following information:
* in February 2005, an investor group led by Onex Partners LP and
Onex Corporation and including members of your management
purchased
your operating subsidiaries, AMR and EmCare from Laidlaw
International, Inc., and Laidlaw in turn purchased the
subsidiaries
in 1997;
* you will continue to pay an annual management fee of $1 million
to
Onex for five years;
* the purchase price for your operating subsidiaries, the amount
of
the purchase price that was financed by debt and the amount and
type
of that debt that you plan to repay with proceeds from this
offering;
* the percentage of the equity interest and the voting power that
you
are selling in this offering; and
* following this offering, management and Onex affiliates will
continue to own ___ % of the economic equity interest and ___ % of
the voting power of the company, including ___ shares of Class B
common stock and ___ "LP exchangeable units" each of which has ten
votes, as opposed to one vote per share of Class A common stock
being
sold in this offering.
11. In portions of your prospectus, your use of business jargon,
industry and defined terms makes your disclosure difficult to
understand. We encourage you to make your disclosure
understandable
from its context to people who are not experts in your industry.
Examples of terms and phrases that you should replace or explain
with
everyday language are:
* your statements that AMR`s investments allow them "to deliver a
compelling value proposition to our customers;"
* "core component of the patient care continuum;"
* "increased demand for technology-enhanced and data-driven
providers;"
* "our ability to leverage our infrastructure and technology to
drive
increased productivity and efficiency;"
* "Our initial implementation of these technologies has improved
our
ability to capture revenue;"
* "CAGR;" and
* "IFT."
12. We note your statements about your leadership position.
Please
briefly state upon what measures you are basing your leadership
claims where the statements first appear. In addition, clarify
who
expects the growth rate of ambulance transports to increase at a
steady rate of 1% to 2% per year and who considers EmCare`s risk
management initiatives one of the leading programs of its kind in
the
emergency department industry.
13. Please identify who is "one of the largest managed care
organizations" with which you have an exclusive contract. Confirm
in
your response letter that you receive a material amount of
revenues
from this contract.
The Offering, page 6
14. Please disclose that the number of shares being offered
represents __% of your shares outstanding and __% of your voting
power.
15. Very briefly clarify here and under Use of Proceeds on page 33
that your underwriters are affiliates of the lenders under the
credit
facility that you will repay with proceeds from this offering.
Summary of Historical Combined, Consolidated and Pro
Forma Consolidated Financial Information and Other Data, page 7
16. Please confirm that your calculation of adjusted EBITDA in
this
section is identical to its calculation in your senior secured
credit
facility. Second, provide the discussion suggested by "Answer 10"
of
our June 13, 2003 "Frequently Asked Questions Regarding the Use of
Non-GAAP Financial Measures" for your use of adjusted EBITDA.
Third,
revise your characterization of the amounts that you refer to as
EBITDA since it is not calculated as "earnings before interest,
taxes, depreciation, and amortization." Fourth, provide separate
statements of purpose for each of EBITDA and adjusted EBITDA, as
required by Item 10(e)(1)(i)(C) and (D) of Regulation S-K. And
fifth, make any other revisions to your presentation necessary to
comply with Item 10(e) of Regulation S-K and other staff guidance.
Risk Factors, page 10
17. Revise to move the risk factors under the caption Risk Factors
Related to our Capital Structure, at pages 26 through 28, to the
beginning of your Risk Factor discussion on page 10, since those
seem
to be the most relevant risks you disclose.
18. Many of your risk factors are too long, too vague, too generic
or
bundle multiple risks under one risk factor. Meaningful risk
factor
disclosure should clearly present adequate but not excessive
detail
about distinct risks to your company or your offering. For
example,
please revise the following risk factors:
* "We could be subject to lawsuits for which we are not fully
insured
or reserved, and our insurance reserves are subject to inherent
uncertainties," page 10. This risk factor bundles together
multiple
distinct risks including the risk that you may be sued, the risk
that
your actuarial assumptions may be inaccurate and the risk that
your
commercial insurance company providers may cease to be
creditworthy.
In order to give the proper prominence to each risk you present,
please assign each risk its own descriptive subheading and tailor
the
risks to your circumstances.
* "We are subject to the financial risks associated with our fee-
for-
service contracts," page 11. This risk factor is too long.
Please
revise to eliminate excessive and unnecessary background and
detail
from these and other risk factors. It is sufficient to identify
briefly the risk at the outset and provide only enough detail to
place the risk in context. Move more extensive discussions to the
Business or other appropriate sections.
* "The high level of competition in our segments ...," page 13.
This
risk factor is also too long. Please revise to disclose the risk
to
investors more briefly and move the detailed discussion to the
Business section in connection with your discussion of
competition.
* "Our business depends on numerous complex information systems
....,"
page 14. This risk factor is too vague in that you do not present
sufficient, but not excessive, information for investors to assess
the magnitude of the risk. Please revise accordingly. As
currently
drafted, this risk factor is also generic in that it could apply
to
any company. Please revise to clearly explain how each risk
applies
to your industry, company, or offering. Additionally, please
revise
the bodies of this and your other risk factors so that the bodies
of
the risk factors explain how the risk described in the caption may
occur and avoid the generic conclusion that the risks "may
materially
harm our operations" or that your operations "may be materially
and
adversely affected."
In your revisions, provide quantitative details where possible to
put
the risk in context. For example, we note your estimates of
decreased revenues due to regulatory changes on pages 47 and 48.
Again, these are only examples. Please revise throughout. We may
comment further once you have revised your risk factors and risk
factor captions to ensure that they clearly and concisely describe
the risk, the consequences of the risk and how the risk
specifically
applies to you.
19. Please remove your statement that, "The risks and
uncertainties
described below are not the only ones we face" and the subsequent
sentence. You are required to present all risks and uncertainties
known to you. In addition, once you describe all material risks,
and
tailor each one to your specific facts and circumstances, you will
not need this generic risk disclosure.
Risk Factors Related to Our Business, page 10
We may become involved in litigation ..., page 15
20. This risk factor appears to duplicate disclosure in your first
risk factor on page 10. Revise to replace repetitive risk
disclosure
with a single risk factor. Also revise to combine repetitive risk
factor disclosure on pages 18 and 21 regarding third party
reimbursements. Similarly revise elsewhere as appropriate.
Risk Factors Related to Healthcare Regulation, page 16
We conduct business in a heavily regulated industry ..., page 16
21. This risk factor is too long. Revise to disclose the risk to
investors briefly, consider separately discussing each discrete
risk,
and move the rest of this discussion to your Regulatory Matters
discussion at page 92. Similarly revise each of the risk factors
from pages 16 through 26 and move most of this detail to your
Business discussion.
Formation of Holding Company, page 32
22. Please revise this discussion to present the information for
the
perspective of investors who are not already familiar with your
restructuring plan. Emphasize the consequences of the
restructuring
rather than isolated legal steps. For example, clarify what will
be
the post-restructuring ownership structure of the new entity,
including the number of Class A common stock, Class B common
stock;
Class B special voting stock and LP exchangeable units. The
disclosure as currently drafted is not clear regarding what
numbers
of these securities will be outstanding following the
restructuring.
Management`s Discussion and Analysis of Financial Condition and
Results of Operations, page 45
Key Factors and Measures We Use to Evaluate Our Business, page 46
23. You reference several measures that you use to evaluate your
business. To the extent material, revise the discussion of your
operating results to clarify your analysis of these measures.
Results of Operations, page 48
24. With respect to the increase in net revenue, expand your
disclosure for all periods presented to discuss the factors behind
AMR`s increase in weighted transports and EmCare`s increase in
patient encounters. Refer to Item 303(a)(3)(iii) of Regulation S-
K
for further guidance.
25. With respect to insurance expense, discuss the factors behind
the
favorable development of claim costs and reserve estimates and
whether you believe this trend will continue.
Five months ended June 30, 2005 (Successor) compared to
the five months ended June 30, 2004 (Predecessor), page 52
26. You make several statements that "Costs incurred to date to
replace the services previously performed by Laidlaw are included
in
the statement of operations." Revise the statements to disclose
the
amounts of those costs. See pages 52, 53, 54 and 55 under
"Laidlaw
fees and compensation charges." Similarly revise elsewhere as
appropriate to quantify the comparable effects following your
purchase from Laidlaw.
27. Revise to clarify why you include Onex management fees in
Selling, general and administrative expenses of EmCare on page 53
but
not for AMR on page 52. Similarly clarify what are the
"professional
fees of $1.2 million, primarily related to post-acquisition
consulting fees" under Operating expenses for AMR on page 52 and
your
similar disclosure on page 54.
Liquidity and Capital Resources, page 62
Debt Facilities, page 63
28. Please revise to clarify why the $24.3 million in outstanding
letters of credit reduces the amount available to you under the
revolving credit facility. Also clarify how you used the proceeds
from those letters of credit. Additionally clarify how and when
you
repaid the $20.2 million you initially borrowed under the
revolving
credit facility.
29. Please disclose clearly whether or not you will incur a
prepayment penalty or any similar charges in connection with
repaying
portions of the credit facility with proceeds from this offering.
Tabular Disclosure of Contractual Obligations and Other
Commitments,
page 64
30. Revise to clarify where you disclose the $1 million annual
management fee payable to Onex.
31. Also clarify that you are disclosing all contractual
obligations
required by Item 303(a)(5) of Regulation S-K, not just cash
obligations.
Critical Accounting Policies, page 65
32. Please discuss your policy with respect to determining when a
receivable is recorded as a bad debt and ultimately written off.
In
addition, disclose the steps you take in determining the adequacy
of
your reserves and disclose the make up of bad debt expense by
payer
class (self-pay, commercial insurance/managed care, Medicare and
Medicaid or any other categories with material collection
uncertainties) at the most recent balance sheet date.
Industry, page 67
33. Revise to balance your statements about estimated growth in
the
healthcare industry by also very briefly disclosing the increased
incidence of healthcare-related litigation and regulatory
uncertainty
that you discuss in your Risk Factors.
Business, page 69
American Medical Response, page 73
Contracts, page 78
34. We note your references to contracts with Kaiser, Aetna,
Healthnet, Cigna and SummaCare in context. To clarify the
materiality of these customers, please disclose whether any of
these
customers represent revenues amounting to 10% or more of your
revenues. Provide similar context in your discussion of EmCare
contracts at page 88 and elsewhere as appropriate.
Legal Matters, page 82
35. You discuss several government investigations and similar
matters
at pages 24, 82, 91, 100, F-24 and F-41 . Please revise to
disclose
in a single location the factual bases alleged, the amounts in
dispute and other relief sought. See Item 103 of Regulation S-K.
Corporate Compliance Program and Corporate Integrity Obligations,
page 99
36. Revise to clarify what you mean by "the guidance provided by
the
OIG" on page 99 and provide more detail to provide context for
your
statement on page 100 that "as a condition to settlement of two
government investigations, certain of our operations are subject
to
Corporate Integrity Agreements, or CIAs, with the HHS."
Management, page 101
37. Revise to clarify what you mean by your statement on page 105
that "we granted to each of Messrs. Epstein, Kelly and Smith an
option to purchase 2,500 partnership units." To what partnership
are
you referring? Similarly clarify your discussion under Equity
Plans
beginning at page 108.
Executive Compensation, page 105
38. We note that you have disclosed fiscal year 2005 option grants
information for options granted in connection with your
acquisition
of AMR and EmCare. Please consider also providing disclosure of,
or
a cross-reference to, the bonuses paid to your named executive
officers in connection with the acquisition.
Employment Agreements, page 107
39. Revise to clarify on page 108 how the target bonus percentages
operate.
Description of Capital Stock, page 113
40. Please revise the Overview so that the number of securities
that
you disclose will be outstanding on closing this offering is
consistent with your disclosure elsewhere, including under The
Offering on page 6, Formation of Holding Company on page 32 and
Capitalization on page 34. For example, at the bottom of page 6,
you
suggest that all of the LP exchangeable units will be converted
into
shares of Class B common stock. Elsewhere you indicate that the
LP
exchangeable units will remain outstanding and unconverted and
that
there will be no outstanding Class B common stock.
Equityholder Agreements, page 119
41. Disclose how many shares are held by the "Other Investors" and
how many shares are subject to the investor equityholders
agreement.
Certain Relationships and Related Party Transactions, page 121
Management Bonuses in connection with the Acquisition, page 121
42. Please revise to disclose what were the conditions for
receiving
these bonuses.
Shares Eligible for Future Sale, page 129
43. Please explain your statement in the second to last paragraph
on
page 129 that "[t]he issuance of the shares of our class A common
stock to holders of EMS L.P. partnership units in connection with
our
formation as a holding company is registered by a prospectus
included
with the registration statement filed for this offering." You
also
make the same assertion in the first sentence of the next
paragraph.
Please tell us in your response letter whether you intend to
register
this transaction in the current registration statement. If so,
why
you do believe that you can register the offer by the company of
class A common stock to holders of EMS L.P. partnership units? If
not, upon what exemption from registration are relying? Please
provide a thorough analysis in your response letter.
44. Please clarify what you mean by "class B exchangeable units"
at
the top of page 130.
Underwriting, page 131
IPO Pricing, page 132
45. Please revise to describe in greater detail the various
factors
considered in determining offering price. For example, disclose
the
price per share indicated by the February 2005 purchase of the
business as well as the price per share indicated by the recent
sales
of unregistered securities that you disclose on pages II-2 to II-
3.
See Item 505 of Regulation S-K.
Lock-up Agreements, page 133
46. Disclose how many shares are subject to the lock-up. Also
disclose the number subject to the equityholders agreements you
reference on page 119.
Online Offering, page 133
47. Briefly describe any electronic distribution of the filing and
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 in your response letter. 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.
Also, tell us in your response letter how your procedures ensure
that
the distribution complies with Section 5 of the Securities Act.
In
particular, please address:
* the communications used;
* the availability of the preliminary prospectus;
* the manner of conducting the distribution and sale, such as the
use
of indications of interest or conditional offers; and
* the funding of an account and payment of the purchase price.
To the extent that the SEC Division of Corporation Finance has
already reviewed these procedures, please confirm this and tell us
whether the underwriters have changed or revised the procedures
subsequent to our clearance.
Further, 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. Provide us also with
copies
of all information concerning your company or prospectus that have
appeared on their website. Again, if you subsequently enter into
any
such arrangements, promptly supplement your response.
Finally, tell us whether any members of the selling group have
made
copies of the preliminary prospectus available over the Internet.
If
so, tell us when. If not, tell us whether they intend to do so.
In
this regard, please note that we would consider this posting a
circulation of the preliminary prospectus.
We may have further comment.
Where You Can Find More Information, page 137
48. You may revise your reference to the SEC`s public reference
room
to include the current address of our public reference room at 100
F
Street, N.E., Washington, DC 20549.
Financial Statements of American Medical Response, Inc. and EmCare
Holdings, Inc., page F-1
Combined Statements of Cash Flow, page F-8
49. Please tell us why your insurance deposits increased for the
five
months ended January 31, 2005 and fiscal year 2004 when you
discuss
in MD&A improved claims development trends.
Notes to the Combined Financial Statements, page F-9
Note 1: General, page F-9
Restatement, page F-9
50. Please tell us in further detail the nature of the "error in
your
reserving methodology" that resulted in the restatement of your
financial statements. As part of your response, explain your
previous methodology and why you believe your revised methodology
is
appropriate. In addition, tell us how you discovered the error.
Note 2: Summary of Significant Accounting Policies, page F-13
Trade and Other Accounts Receivable, net, page F-14
51. Please separately disclose accounts receivable and the related
allowance for each of your segments. Second, separately disclose
under "Revenue Recognition" the amount of contractual discounts
and
estimated uncompensated care as a percentage of gross revenue for
each segment. Third, explain in MD&A the reason for the
increasing
provisions as a percentage of gross revenue. And fourth, update
the
financial statements of EMS with the amount of the provision for
contractual discounts and estimated uncompensated care as a
percentage of gross revenue.
Contractual Arrangements, page F-16
52. Please provide us your analysis of the consolidation
requirements
outlined in EITF 97-2 for your management contracts. Also,
disclose
the terms of your arrangements that meet these requirements. For
the
nominee shareholder model, see the six required characteristics
outlined in footnote 1 of EITF 97-2 and for the controlling
financial
interest model, see the six requirements under Issue 1 of EITF 97-
2.
53. Please explain to us how you have determined that the
consensus
in FIN 46(R) does not apply to your management contracts.
Note 6: Accrued Liabilities, page F-21
54. Please quantify the significant components of "other" accrued
liabilities for all periods presented.
Note 10: Commitments and Contingencies, page F-24
55. Under SFAS 5, you should accrue for contingencies that are
probable and reasonably estimable. If a potential loss is not
reasonably estimable, but a material loss is reasonably possible,
then you should disclose the nature of the contingency and an
estimate of the possible loss or range of loss. In our view,
vague
or overly broad disclosures that simply reference general risks or
litigation are not sufficient for an investor to understand the
specific types of contingencies that you are evaluating.
Accordingly, you should make every effort to provide investors
with
an estimate of the possible loss or range of loss for each
significant lawsuit and investigation.
56. Please separately disclose on the face of the statement of
operations the amount of legal reserves that you have recorded for
each period.
Note 15: Valuation and Qualifying Accounts, page F-32
57. Please separately disclose allowances for uncompensated care
and
allowances for contractual discounts.
Financial Statements of Emergency Medical Services L.P., page F-35
Notes to the Unaudited Financial Statements, page F-39
Note 3: Equity-based Compensation, page F-40
58. Please disclose the impact to the options upon the anticipated
reorganization.
59. Pleased provide us the following information for your
issuances
of options to purchase partnership units:
* The date of grant/issuance;
* The number of options granted or issued;
* The fair value of the underlying partnership unit; and
* The total amount of compensation deferred and expense
recognized,
reconciled to your financial statement disclosures.
60. Tell us how you determined fair value of the underlying
partnership unit at each grant or issue date. Where you have used
valuation methods to determine fair value, tell us whether you
used a
third-party valuation specialist and when the valuation was
performed. Describe the material assumptions used in your
valuations. Highlight any transactions with unrelated party
parties
believed by management to be particularly strong evidence of an
objective fair value per share determination. Discuss and
quantify
the impact on your fair value of any events which occurred between
the date the equity-related issues were granted and the date the
registration statement was filed. Your response should clarify
the
reasons for any difference between the fair value at the
transaction
date and the estimated IPO price range. Describe significant
intervening events within the company and the broader market that
explain the significant changes in fair value of your common
stock.
In addition, tell us your proposed IPO price, when you first
initiated discussions with underwriters, and when the underwriters
first communicated their estimated price range for your stock.
Note 6: Insurance, page F-42
61. Please disclose your accounting policy for the captive
insurance
company and tell us the basis for your policy.
Segment information, page F-43
62. We note on page 47 that approximately 75% of EmCare`s net
revenues are generated from emergency department staffing services
and approximately 25% from management services to independent
physician groups and hospitals. Please tell us why the different
services EmCare provides would not constitute separate reportable
segments under SFAS 131.
Other
63. The independent public accountants in each amendment should
furnish manually signed and currently dated consents to the Form
S-1.
Part II - Information not Required in the Prospectus, page II-1
Item 15. Recent Sales of Unregistered Securities, page II-2
64. Please revise to provide disclosure for the sales of your 10%
senior subordinated notes. See Item 701 of Regulation S-K.
65. Please revise to disclose the consideration in each of these
sales and name the directors and members of senior management to
whom
you sold securities. See Item 701(b) and (c) of Regulation S-K.
* * * * *
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 response
letter
with your amendment that keys your responses to our comments and
provides any requested supplemental information. Please submit
the
response letter on EDGAR as correspondence. Detailed response
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 staff comments and the declaration of
effectiveness 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 Patrick Kuhn, Staff Accountant, at (202)
551-
3308 or Michael Fay, Accounting Branch Chief, at (202) 551-3812 if
you have questions regarding comments on the financial statements
and
related matters. Please contact Daniel Zimmerman, Staff Attorney,
at
(202) 551-3367, Kathleen Krebs, Special Counsel, at (202) 551-
3810,
or me at (202) 551-3810 with any other questions.
Sincerely,
Larry Spirgel
Assistant Director