February 23, 2006
By facsimile to (203) 327-2669 and U.S. Mail
Pamela A. Banks, Esq.
Vice President, General Counsel, and Secretary
Ethan Allen Global, Inc.
Ethan Allen Drive
Danbury, CT 06811
Re: Ethan Allen Global, Inc.
Ethan Allen Interiors Inc. and Additional Co-registrants
Registration Statement on Form S-4
Filed February 3, 2006
File No. 333-131539
Dear Ms. Banks:
We reviewed the filing only for disclosures relating to the
exchange offer and have the comments below. No further review of
the
registration statement has been or will be made.
We urge all persons by statute responsible for the
registration
statement`s adequacy and accuracy to make certain that all
information required under the Securities Act has been included.
We
remind you to consider applicable requirements for the preliminary
prospectus` distribution.
Where indicated, we think that you should revise the document
in
response to the comments. If you disagree, we will consider your
explanation why a comment is inapplicable or a revision is
unnecessary. Be as detailed as necessary in your explanation. To
understand better your disclosure, we may ask you in some comments
to
provide us supplemental information. We may raise additional
comments after reviewing this information.
Our review`s purpose is to assist you in your compliance
with
applicable disclosure requirements and to enhance the overall
disclosure in your document. We look forward to working with you
to
achieve these objectives. We welcome any questions that you may
have
about the comments or any other aspect of our review. You may
call
us at the telephone numbers listed at the end of this letter.
General
1. Provide in a letter on the letterhead of Ethan Allen Global,
Inc.
or Ethan Allen and the co-registrants signed by an officer before
the
registration statement`s effectiveness the requisite exchange
offer
statements and representations substantially in the form presented
in
the Morgan Stanley & Co. Incorporated, available June 5, 1991, and
Shearman and Sterling, available July 2, 1993, no-action letters.
2. Provide written confirmation that the exchange offer will be
open
for a full 20 business days to ensure compliance with Rule 14e-
1(a)
under the Exchange Act. It appears from disclosure on the
prospectus` outside front cover page and throughout the
registration
statement, including exhibit 99(a), that the exchange offer could
be
open for less than the required 20 business days because the
exchange
offer expires at 5:00 P.M. instead of midnight on what may be the
twentieth business days after it begins. See Q&A 8 in Release No.
34-16623.
Summary of the exchange offer, page 6
3. Please clarify in the second paragraph that we issued the no-
action letters to third parties.
Risk Factors, page 13
4. The italicized paragraph on page 13 states that "The risks and
uncertainties described below are not the only ones facing us.
Additional risks and uncertainties not presently known to us or
that
we currently deem immaterial may also impair our financial
condition,
results of operations, cash flow or business." Since Ethan Allen
must disclose all risks that it believes are material, delete this
language from the italicized paragraph.
Forward Looking Statements, page 19
5. Since the offering is a tender offer, Ethan Allen is ineligible
to
rely on the safe harbor. See section 27A(b)(2)(C) of the
Securities
Act. Delete the reference to the Private Securities Litigation
Reform Act of 1995. Alternatively, revise the disclosure to make
clear that Ethan Allen is ineligible to rely on the safe harbor.
The Exchange Offer, page 21
6. Identify the initial purchaser in the first paragraph. We note
that you reference initial "purchasers" in the second paragraph.
Please clarify.
7. Clarify in the third paragraph that the summary includes the
registration rights agreement`s material provisions.
Extensions; Amendments, page 23
8. We note Ethan Allen`s reservation of the right to delay the
initial notes` acceptance. Clarify in what circumstances Ethan
Allen
will delay acceptance. For example, if Ethan Allen is referring
to
the right to delay acceptance only due to an extension of the
exchange offer, so state. Confirm for us that any delay will be
consistent with Rule 14e-1(c) under the Exchange Act.
9. We note Ethan Allen`s reservation of the right to extend the
exchange offer. Disclose that the notice will disclose the number
of
securities tendered as of the notice`s date as required by Rule
14e-
1(d) under the Exchange Act.
Procedures for tendering, page 23
10. Disclosure in the fourth paragraph on page 25 states that
Ethan
Allen reserves the right to waive any conditions of tender for
particular initial notes. Tell us why you believe that it would
be
appropriate for Ethan Allen to waive conditions of tender such as
the
condition that no tendering noteholder is an affiliate or a
broker-
dealer that acquired the initial notes directly from Ethan Allen.
11. If Ethan Allen reserves the right to waive conditions of the
offer for particular noteholders, clarify under what circumstances
Ethan Allen would treat noteholders differently.
Acceptance of Initial Notes for Exchange; Delivery of Exchange
Notes,
page 25
12. Except for conditions related to the receipt of governmental
approvals necessary to complete the offer, all offer conditions
must
be satisfied or waived at or before the offer`s expiration, not
merely before acceptance of the outstanding notes for exchange.
Please revise.
13. Revise to state that Ethan Allen will issue the exchange notes
promptly after the exchange offer`s expiration rather than after
the
initial notes` acceptance. See Rule 14e-1(c) under the Exchange
Act.
Return of Initial Notes, page 25
14. Revise the language "as promptly as practicable" so that it
reads
"promptly" in this subsection`s last sentence. See Rule 14e-1(c)
under the Exchange Act. Similarly, revise the first paragraph
under
instruction 2 in exhibit 99(a).
Conditions of the exchange offer, page 27
15. Disclosure in the first sentence states that Ethan Allen may
terminate or amend the exchange offer before the initial notes`
acceptance. Revise to indicate that all conditions to the offer
other than those subject to governmental approval must be
satisfied
or waived before the exchange offer`s expiration, not merely
before
acceptance of the initial notes for exchange.
16. Disclosure states that Ethan Allen may determine in its sole
judgment whether the offer conditions are satisfied. For example,
refer to the first and fifth bullet points. We do not object to
the
imposition of conditions in a tender offer, provided that they are
not within the direct or indirect control of the offeror and are
specific and capable of objective verification when satisfied.
Thus,
we suggest that you revise to clarify that Ethan Allen will make
its
determination whether a condition has been satisfied in its
"reasonable discretion" or "reasonable judgment." Similarly,
revise
the language "in our sole discretion" in the third paragraph on
page
22.
17. The bidder may not condition the offer on a factor or factors
within its control. Thus, revise the last bullet point on page 28
enumerating the conditions:
* To clarify with specificity what event or events would trigger
the
condition.
* To include an objective standard for the determination of
whether
the condition has occurred.
18. Disclosure in the first paragraph on page 28 states that Ethan
Allen may assert or waive the conditions "at any time and from
time
to time." We think that this statement may suggest conditions to
the
exchange offer may be asserted or waived after the exchange
offer`s
expiration. Revise to make clear that all conditions to the
exchange
offer other than those dependent upon receipt of necessary
governmental approvals must be satisfied or waived before the
exchange offer`s expiration. Similarly, revise the language
"within
such time as we determine" in the fourth paragraph on page 25.
19. Disclosure in the first paragraph on page 28 states that "Our
failure at any time to exercise any of the foregoing rights will
not
be deemed a waiver of any such right." You may not waive
implicitly
an offer condition by failing to assert it. If you decide to
waive a
condition, you must announce expressly the decision in a manner
reasonably calculated to inform noteholders of the waiver. Please
revise.
Description of the Notes, page 66
20. If applicable, disclose that any repurchase offer made under a
change in control provision will comply with any applicable
regulations under the United States federal securities laws,
including Rule 14e-1 under the Exchange Act.
Consolidation, Merger, Amalgamation and Sale of Assets
21. Quantify the words "substantially all" as used in reference to
Ethan Allen`s assets. Alternatively, provide disclosure of the
words` established meaning under applicable state law. If an
established meaning is unavailable, provide disclosure of the
consequences or effects of the uncertainty on noteholders` ability
to
determine whether a sale or other disposition of substantially all
of
Ethan Allen`s assets has occurred.
Certain U.S. Federal Income Tax Considerations, page 81
22. Revise to refer to "material" rather than "certain" U.S.
federal
income tax considerations.
U.S. holders, page 83
23. Delete the word "generally" in the second and third paragraphs
because the word "generally" may imply that investors cannot rely
on
the disclosure.
Undertakings, page II-10
24. Provide the undertakings required by Item 512(a) of Regulation
S-
K.
Exhibit 5(a)
25. Provide written confirmation that counsel concurs with our
understanding that the reference to the General Corporation Law of
Delaware in the fourth paragraph includes the statutory provisions
and all applicable provisions of the Delaware constitution,
including
judicial decisions interpreting these laws.
26. Delete the last sentence "We have no obligation to update this
opinion for events or changes in law or fact occurring after the
date
hereof." Alternatively, file a new opinion immediately before the
registration statement`s effectiveness.
Signatures, pages II-15 and II-16
27. The co-registrants` principal financial officer and controller
or
principal accounting officer also must sign the registration
statement. Further, any person who occupies more than one of the
specified positions, for example, principal financial officer and
controller or principal accounting officer, must specify each
capacity in which he signs the registration statement. Please
revise.
Other
28. We intend to process concurrently the registration statement
and
the application for confidential treatment dated September 12,
2005.
Before requesting acceleration of the registration statement`s
effectiveness, you must resolve any issue concerning the
application
and file publicly the portions of the credit agreement for which
you
are not requesting confidential treatment.
Closing
File an amendment to the S-4 in response to the comment. To
expedite our review, Ethan Allen may wish to provide us three
marked
courtesy copies of the amendment. Include with the filing any
supplemental information requested and a cover letter tagged as
correspondence that keys the responses to the comments. If Ethan
Allen thinks that compliance with the comments is inappropriate,
provide the basis in the letter. We may have additional comments
after review of the amendment, the responses to the comments, and
any
supplemental information.
We urge all persons responsible for the accuracy and adequacy
of
the disclosure in the registration statement reviewed by us to
ensure
that they have provided all information investors require for an
informed decision. Since Ethan Allen and its management are in
possession of all facts relating to the disclosure in the
registration statement, they are responsible for the adequacy and
accuracy of the disclosures that they have made.
If Ethan Allen requests acceleration of the registration
statement`s effectiveness, Ethan Allen should furnish a letter at
the
time of the request, acknowledging that:
* Should the Commission or the staff acting by delegated authority
declare the registration statement effective, it does not
foreclose
the Commission from taking any action on the filing.
* The action of the Commission or the staff acting by delegated
authority in declaring the registration statement effective does
not
relieve Ethan Allen from its full responsibility for the adequacy
and
accuracy of the registration statement`s disclosures.
* Ethan Allen may not assert our comments or the declaration of
the
registration statement`s effectiveness as a defense in any
proceedings initiated by the Commission or any person under the
United States` federal securities laws.
The Commission`s Division of Enforcement has access to all
information that Ethan Allen provides us in our review of the
registration statement or in response to our comments on the
registration statement.
We will consider a written request for acceleration of the
registration statement`s effectiveness under Rule 461 of
Regulation C
under the Securities Act as confirmation that those requesting
acceleration are aware of their responsibilities under the
Securities
Act and the Exchange Act as they relate to the proposed public
offering of the securities specified in the registration
statement.
We will act on the request and by delegated authority grant
acceleration of the registration statement`s effectiveness.
You may direct questions on comments and other disclosure
issues
to Edward M. Kelly, Senior Counsel, at (202) 551-3728 or me at
(202)
551-3767.
Very truly yours,
Jennifer R. Hardy
Legal Branch Chief
cc: M. Ridgway Barker, Esq.
Randi-Jean G. Hedin, Esq.
Kelley Drye & Warren LLP
2 Stamford Plaza
281 Tresser Boulevard
Stamford, CT 06901
Pamela A. Banks, Esq.
February 23, 2006
Page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE