May 27, 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.
Registration Statement on Form S-4
Filed April 29, 2005
File No. 333-124508
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:
We have limited our review of your filing to those issues we
have addressed in our comments. Where indicated, we think you
should
revise your document 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 information so we may better understand
your
disclosure. After reviewing this information, we may 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 filing.
We look forward to working with you in these respects. 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.
General
1. You submitted a request for confidential treatment filed on
March
29, 2005 for some of the information contained in the exhibits to
your Form 10-K annual report filed on March 28, 2005. We are
reviewing this confidential treatment request and will promptly
provide comments, if any, concerning the request for confidential
treatment in a separate letter. You will need to resolve all
comments on this confidential treatment request before the desired
effective date for the registration statement.
Registration Statement on Form S-4 filed on April 29, 2005
Risk Factors
Risk Factors Relating to Our Company, page 24
2. Please revise the forepart of this section of your S-4
registration statement to provide risk factor disclosure
specifically
detailing the underlying facts and risks to investors of the
"certain
deficiencies identified in the fourth quarter of 2004" in your
internal controls over financial reporting and the "insufficient
resources in your finance department, resulting in a number of
audit
adjustments."
Signatures, pages II-11-II-15
3. We note each set of signature pages for Worldspan, L.P., WS
Financing Corp. and the Worldspan, LLCs refer to the same
corporate
executive officers and directors. Please revise the appropriate
signature pages to indicate clearly the positions held with the
applicable registrant in which each signing person acts. Clarify
the
identities of the principal executive and principal financial
officer
for each entity as well as the capacity in which the corporate
general partner of Worldspan, L.P. and the corporate managing
member
of the Worldspan LLCs are signing. Further, revise to include the
signatures of a majority of the boards of Worldspan, L.P.`s
corporate
general partner and the Worldspan LLCs` corporate managing member.
For guidance, refer to Instruction 1. of the Signatures section of
Form S-4.
Exhibit 5.1 Opinion of Counsel
4. We note you have not yet filed your opinion of counsel. Please
note we will need appropriate time to review the opinions once
filed
and may have further comment.
Form 10-K, Annual Report for the Year ended December 31, 2004,
filed
on March 16, 2005
Item 9A. Controls and Procedures, page 96
5. Your present disclosure controls and procedures disclosure is
unclear. We note you describe "certain deficiencies," including:
a
lack of completeness of the transfer of information between your
processing and billing systems, insufficient resources in your
finance department, high turnover and the loss of your CFO.
Please
describe these deficiencies more specifically, e.g. what transfer
problems, what resources, etc., and clarify whether you have
described all significant deficiencies. Explain more
specifically
what your auditors adjusted regarding their audit and the material
impact of these changes. Discuss whether these deficiencies are
material on an individual basis or only in the aggregate and why.
It
is unclear what specific steps you have taken in the remediation
and
the corrective control process. Describe the specific measures
you
have taken to correct these deficiencies and where you are in this
process of remediation. Lastly, please describe the basis on
which
your management concluded at a reasonable assurance level that
your
disclosure controls and procedures are effective notwithstanding
the
multiple deficiencies and the audit adjustments. We may have
further
comments.
For guidance concerning the internal controls issues, you may
consult
Management`s Report on Internal Control Over Financial Reporting
and
Certification of Disclosure in Exchange Act Periodic Reports --
Frequently Asked Questions (revised October 6, 2004) and the
Division
of Corporation Finance and Office of Chief Accountant: Staff
Statement on Management`s Report on Internal Control Over
Financial
Reporting (May 16, 2005).
Form 10-Q for the Quarter Ended March 31, 2005
Item 4. Controls and Procedures, page 31
6. Please review your Form 10-Q disclosure in light of the
preceding
comment.
* * *
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 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 Act
of
1933 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.
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 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 Rule 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.
If you have any questions, please contact Neil Miller at
(202)
551-3442. If you need additional assistance you may contact me at
(202) 551-3462 or Barbara C. Jacobs, Assistant Director, at (202)
551-3730.
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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Worldspan, LP
May 27, 2005
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