February 23, 2006
By facsimile to (215) 994-2222 and U.S. Mail
William T. Gallagher, Esq.
Senior Vice President, Secretary and General Counsel
Crown Holdings, Inc.
1 Crown Way
Philadelphia, PA 19154
Re: Crown Holdings, Inc. and Co-registrants
Registration Statement on Form S-4
Filed February 13, 2006
File No. 333-131784
Dear Mr. Gallagher:
We limited our review to the financial statements`
presentation
and the legality opinions in the registration statement and to
compliance with outstanding accounting comments on Exchange Act
reports 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. We assume that your pro forma consolidated condensed financial
information which illustrates the effects of the sale of Crown`s
plastic closures business will be eliminated once you update your
historical financial statements for the year ended December 31,
2005
and that you will update your historical financial statements
prior
to requesting effectiveness.
2. We remind you of our outstanding accounting comments issued in
connection with our review of your Form 10-K for the year ended
December 31, 2004 in our comment letter dated February 15, 2006.
Exhibits 5.a and 5.b
3. We note that you intend to file by amendment the legality
opinions. Allow us sufficient time to review the opinions before
requesting acceleration of the registration statement`s
effectiveness. If you would like us to review the opinions in
draft
form before filing the opinions, submit the drafts as
correspondence
on the EDGAR system.
Closing
File an amendment to the S-4 in response to the comment. To
expedite our review, Crown 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 Crown
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 Crown 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 Crown requests acceleration of the registration
statement`s
effectiveness, Crown 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 Crown from its full responsibility for the adequacy and
accuracy of the registration statement`s disclosures.
* Crown 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 Crown 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 accounting comments to Jenn Do,
Staff Accountant, at (202) 551-3743 or Jeanne K. Baker, Assistant
Chief Accountant, at (202) 551-3691. You may direct questions on
other comments and 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: William G. Lawlor, Esq.
Dechert LLP
Cira Centre
2929 Arch Street
Philadelphia, PA 19104
William T. Gallagher, Esq.
February 23, 2006
Page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE