December 7, 2005
Mail Stop 7010
By U.S. Mail and facsimile to (781) 401-7402
Paul B. Fireman
Chairman, President, and Chief Executive Officer
Reebok International Ltd.
1895 J.W. Foster Boulevard
Canton, Massachusetts 02021
Re: Reebok International Ltd.
Revised Preliminary Proxy Statement on Schedule 14A
Filed November 9, 2005
File No. 001-09340
Form 10-K for the year ended December 31, 2004
Filed April 15, 2005
File No. 001-09340
Form 10-Q for the period ended June 30, 2005
Filed August 9, 2005
File No. 001-09340
Dear Mr. Fireman:
We have reviewed your filing and have the following
comments.
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.
Preliminary Proxy Statement on Schedule 14A, Filed September 21,
2005
Letter to Stockholders and Notice of Special Meeting of
Stockholders
1. We note your response to comment 4 of our letter dated October
19,
2005, which states in relevant part that "[t]he board as a group
receives no benefit from the merger and the directors in their
capacity as directors will receive no benefit other than as Reebok
security holders." On pages 5 and 24, however, you state "there
are
provisions of the Merger Agreement and other existing agreements
that
will result in certain benefits to Reebok`s directors and
executive
officers that are not available to shareholders generally." In
this
regard, we reissue prior comment 4.
Other Factors, page 23
2. We note your response to comment 18 of our letter dated October
19, 2005. Please explain to us in detail why you believe that
these
factors were not material to Credit Suisse First Boston`s fairness
assessment.
Form 10-K for the year ended December 31, 2004
Liquidity and Sources of Capital, page 46
Off Balance Sheet Arrangements, page 48
3. We have read your response to comment 29 from our letter dated
October 19, 2005. Please tell us how you determined the discount
rate used in both calculations of the present value of the minimum
lease payments. In Appendix B regarding the Rotterdam facility,
please tell us where the monthly rental payments are discounted in
your calculation of present value of minimum lease payments.
Please
also tell us tell us why you used estimated rather than actual
legal
expenses in the Rotterdam analysis and show us how the analysis
would
differ if actual legal expenses were used.
Item 9A Controls and Procedures, page 92
Disclosure Controls and Procedures, page 92
4. We have read your response to comment 31 from our letter dated
October 19, 2005. Rule 13a-14 of the Securities Exchange Act of
1934
requires a certification signed by each principal executive and
principal financial officer. Since you are referring to the
evaluation of disclosure controls and procedures, this is defined
in
Exchange Act Rules 13a-15(e) and 15d-15(e). See SEC Release 33-
8238,
which became effective August 14, 2003. Please file an amendment
to
your Form 10-K to reference the appropriate paragraphs of the
Securities Exchange Act of 1934. In doing so, please refile your
Form 10-K in its entirety, along with updated certifications.
5. We have read your response to comment 32 from our letter dated
October 19, 2005. We note that your Chief Executive Officer and
Chief Financial Officer concluded your disclosure controls and
procedures "were effective to ensure that information required to
be
disclosed in this report had been properly recorded, processed,
summarized and reported within the required time periods." Please
revise your disclosure to clarify, if true, that your officers
concluded that your disclosure controls and procedures are
effective
to ensure that information required to be disclosed by you in the
reports that you file or submit under the Exchange Act is
recorded,
processed, summarized and reported, within the time periods
specified
in the Commission`s rules and forms and to ensure that information
required to be disclosed by an issuer in the reports that it files
or
submits under the Exchange Act is accumulated and communicated to
your management, including its principal executive and principal
financial officers, or persons performing similar functions, as
appropriate to allow timely decisions regarding required
disclosure.
Alternatively, simply state that your disclosure controls and
procedures are effective, or not effective, without providing any
part of the definition of disclosure controls and procedures that
is
included in Exchange Act Rules 13a-15(e) and 15d-15(e).
6. We have read your response to comment 33 from our letter dated
October 19, 2005. You indicate that the CEO/CFO has concluded
that
"except as described in the following sentence, the disclosure
controls were effective." Given the limitation noted, it still
remains unclear whether your CEO and the CFO have concluded that
your
disclosure controls and procedures are effective or not effective.
Please amend to state in clear and unqualified language, the
conclusions reached by your CEO and CFO on the effectiveness of
your
disclosure controls and procedures. For example, if true, you
should
state that your disclosure controls are procedures are effective
including consideration of the identified matter, so long as you
provide appropriate disclosure explaining how the disclosure
controls
and procedures were determined to be effective in light of the
identified matter. You should not, however, state the conclusion
in
your current disclosure, which appears to state that your
disclosure
controls and procedures are effective except to the extent they
are
not effective.
Form 10-Q for the period ended September 30, 2005
7 - Business Divestitures, page 10
7. You indicated that on July 15, 2005, you completed the sale of
Ralph Lauren Footwear Co, Inc. Please tell us how you determined
that your business divestiture should not be accounted for as
discontinued operations. Please tell us what consideration you
gave
to paragraphs 42, 43 and 45 of SFAS 144.
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 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.
You may contact Ernest Green, Staff Accountant, at (202)
551-
3733 or Rufus Decker, Accounting Branch Chief, at (202) 551-3769
if
you have questions regarding comments on the financial statements
and
related matters. Please contact Matt Franker, Staff Attorney, at
(202) 551-3749 or Lesli Sheppard, Senior Staff Attorney, at (202)
551-3708 with any other questions. Alternatively, you may contact
me
at (202) 551-3760.
Sincerely,
Pamela A. Long
Assistant Director
cc: Keith F. Higgins, Esq. (via facsimile 617/951-7050)
Ryan E. Driscoll, Esq.
Ropes & Gray LLP
One International Place
Boston, Massachusetts 02110
??
??
??
??
Paul B. Fireman
Reebok International Ltd.
December 7, 2005
Page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010
DIVISION OF
CORPORATION FINANCE