August 2, 2005
Room 4561
Jeffrey C. Smith, Esq.
General Counsel
Worldspan, LP and WS Financing Corp.
300 Galleria Parkway, N.W.
Atlanta, Georgia 30339
Re: Worldspan, LP and WS Financing Corp.
Amendment No. 1 to Form S-4
Filed July 8, 2005
File No. 333-124508
Draft responses dated July 8, 2005 regarding comments on
Form 10-K Annual Report for the Year Ended December 31, 2004
Filed on March 29, 2005
Form 10-Q for March 31, 2005
Filed on May 16, 2005
File No. 333-109064
Dear Mr. Smith:
This is to advise you that we have reviewed only those
portions
of the above amended registration statement and draft responses
that
relate to your signatures, legal opinion and controls and
procedures
disclosure.
Amendment No. 1 to Form S-4 filed on July 8, 2005
Signatures
1. Regarding your response to prior comment 3 from our last letter
dated May 27, 2005, we note your assertion that your corporate
general partner, Worldspan Technologies, Inc., is not required to
sign this registration statement. After reviewing Exhibits 3.1,
3.2
and 3.3 to this registration statement, which reflect Worldspan
Technologies Inc. (formerly known as Travel Transaction Processing
Corporation), as the corporate general partner, we have concluded
that you should revise to include the signatures of a majority of
your corporate general partner`s board of directors.
2. Similarly, revise your subsidiary guarantor signature page to
include the signatures of the managing members of your LLC
guarantors
and general partners of your LLP guarantors. If these managing
members or general partners are corporations, revise to include a
majority of their boards of directors. If these managing members
and
general partners are business entities other than corporations,
include the appropriate signatures. If Mr. Rakesh Gangwal is the
sole managing member and sole general partner of all subsidiary
guarantors, revise to state that he is signing this Form S-4 in
these
capacities.
Exhibit 5.1 Opinion of Counsel
3. In the third full paragraph of the legal opinion, you assume
that
the Indenture has been duly authorized, executed and delivered by
the
Trustee. The facts in this respect appear ascertainable. It
appears
that the registrant`s counsel could obtain an opinion of counsel
to
the Trustee and could rely thereon. We would not object to a
reference to and reliance upon other counsel with respect to these
matters concerning the actions and authority of the Trustee
4. Revise to disclose specifically that the laws of New York
govern
the Indenture.
5. We note that you limit the scope of your opinion to the General
Corporation Law of the State of Delaware. While this statute
appears
applicable to WS Financing Corp. we note that the primary
registrant,
WorldSpan, LP, is a limited partnership and may be governed by
Delaware`s Revised Uniform Limited Partnership Act. Similarly,
it
appears that the Limited Liability Company Act is applicable to
some
of the guarantors. Please revise opine as to the applicable.
6. For those co-registrants governed by the "General Corporation
Law
of the State of Delaware," please confirm to us that this
reference
includes the statutory provisions and also all applicable
provisions
of the Delaware Constitution and reported judicial decisions
interpreting these laws. Refer to Section VIII.A.14. of the
Division
of Corporation Finance: Current Issues and Rulemaking Projects
Outline (November 14, 2000).
7. In the fourth paragraph on page 2 of your draft legal opinion,
you
limit the scope of the opinion to General Corporation Law of the
State of Delaware and the laws of the United States and the State
of
New York, despite the formation of some of the co-registrants in
the
jurisdictions of Georgia and California. Additionally, your
counsel
effectively assumes that the limited liability company laws of the
jurisdictions of Georgia and California are identical to those of
Delaware. An assumption of this type is not appropriate. The
scope
of your opinion should encompass the laws of the jurisdictions in
which all of the registrants are formed. Please revise.
8. We note the penultimate paragraph of the opinion addressed to
the
Issuers and Guarantors indicates that the opinion "may not be used
or
relied on by any other person . . . filed with a government agency
without prior written consent . . . ." This limitation suggests
that
investors may not be able to rely on the opinion and therefore is
inappropriate. Please revise this opinion to delete this
paragraph
or more narrowly tailor the limitation.
Draft responses regarding Form 10-K, Annual Report for the Year
ended
December 31, 2004 and Form 10-Q for the Quarter Ended March 31,
2005
Item 9A. Controls and Procedures
9. We note your response states that prior to May 2005, it is
possible that transactions that were deleted from the billing
system
contained billable items that would have resulted in an increase
in
your revenues had you billed the participating airline. Based on
the
unknown impact on your revenues, related costs and the lack of
supervisory and managerial resources in your finance department,
please advise us how your principal executive and financial
officers
were able to conclude that your disclosure controls and procedures
were effective prior to May 2005 and your specific bases for your
belief that this deficiency had no material impact on your
financial
results prior to May 2005.
10. Further, advise us as to why you and your auditors believe
that,
in the aggregate, the ability to delete invoices from your billing
system prior to May 2005 combined with the lack of supervisory and
managerial personnel in your finance department was not a material
weakness in your internal control over financial reporting for all
prior reporting periods.
11. On page 6 of your response letter, you discuss the audit
adjustments made in connection with the audit for the year ended
December 31, 2004. Please provide us with a detailed discussion
of
the specific nature of each of the individual adjustments made to
the
accruals and to the taxes which resulted in a $1.6 million
increase
in net income. Further, please quantify the impact of these
individual adjustments on revenues, costs of revenues and
operating
expenses which were recorded during the year ended December 31,
2004.
12. At the top of page seven of your response letter you state
that
the Company does not believe it is likely that the information
transfer matter regarding your billable/non-billable errors would
have resulted in any over-recognition of revenue. Please provide
us
with a detailed explanation as to your bases for making this
conclusion. Specifically, address periods prior to May 2005.
13. Similarly, please advise us as to the impact on expense
recognition as a result of the billing system errors.
14. Please provide us with a copy of your management report from
PriceWaterhouseCoopers LLP to the audit committee, disclosure
committee or Board of Directors that addresses these reportable
conditions and change in internal control over financial reporting
in
your financial accounting system for the year ended December 31,
2004.
Item 4. Controls and Procedures
15. Please review your Form 10-Q controls and procedures
disclosure
in light of the preceding 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.
We will consider a written request for acceleration of the
effective date of the registration statement, but 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 Marc Thomas at (202) 551-3452 if you have
questions regarding comments on the financial statements and
related
matters. Please contact Neil Miller at (202) 551-3442 or me at
(202)
551-3462 with any other questions. If you require further
assistance, you may contact Barbara C. Jacobs, Assistant Director,
at
202-551-9210.
Sincerely,
Mark P. Shuman
Branch Chief - Legal
cc: G. Daniel O`Donnell, Esq. (via facsimile)
R. Craig Smith, Esq.
Dechert LLP
4000 Bell Atlantic Tower
1717 Arch Street
Philadelphia, Pennsylvania 19103
Telecopier No. (215) 994-2222
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Jeffrey C. Smith, Esq.
Worldspan, LP
August 2, 2005
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