Mail Stop 3628
February 22, 2006
VIA FACSIMILE: (313) 225-7080
David B. Braun, Esq.
Butzel Long, P.C.
150 West Jefferson
Suite 100
Detroit, Michigan 48226
(313) 225-7000
Re: Sports Resorts International Inc.
Schedule 13E-3 - File No. 005-40279, filed February 16, 2006
Schedule TO-T - File No. 005-40279, filed February 16, 2006
Dear Mr. Braun:
We have reviewed your filing and have the following
comments.
Schedule 13E-3
1. We note your response to prior comment 5 that you have added
disclosure that clarifies that the company, the board and the
bidders believe that $1.000 per share whether received as a result
of the tendering in the offer or as part of a "squeeze out" merger is
fair to unaffiliated shareholders. Please advise us of the location
of this added disclosure as we are unable to locate it.
Offer to Purchase - General
2. We note your response to prior comment 11, but believe that you
should revise the disclosure to separately address fairness to
those shareholders being cashed out and the fairness to those who will
remain as shareholders in a private company. As we previously
noted, where a transaction will impact different subsets of
shareholders differently, the fairness determination required by Item
1014(a) must be made as to each group separately. See Q&A No. 19 in
Exchange Act Release No. 17719 (April 13, 1981).
Summary Term Sheet, page 1
3. We note your amendment and response to prior comment 12, but
believe that you should revise your statement that "the only
difference" between tendering shares now and waiting for the
transaction, if it should happen, as receiving the compensation
now or later under the Introduction on page 4. You should add here
that shareholders who exercise dissenters` rights under Michigan law
will receive a judicially determined fair value for there shares, which
value could be more or less than the price per share to be paid in
the merger and also refer to the more detailed section on
dissenters rights.
Special Factors, page 6
4. Prior Comment 18. Please add the supplemental response to your
disclosure document, under the fairness of the offer heading, as
it is responsive to Instruction 2(ii) to Item 1014 of Regulation S-K
and required disclosure in the negative instance where the board and
filing persons did not consider the factor of historical market
prices in making the fairness determination.
Position of the Board of Directors; Fairness of the Offer, page 9
5. We note your response to prior comment 27. Please expand your
disclosure to state that the neither the board nor the filing
persons considered historical market prices, going concern value, and
liquidation value, if true. See Interpretive Release Relating to
Going Private Transactions Under Rule 13e-3, April 13, 1981,
Question and Answer 21.
Interests of Certain Person in the Offer, page 10
6. We note your response to prior comment 29, but cannot locate
the added disclosure. In our prior comment we noted that the board
"is aware of . . . actual and potential conflicts of interest and has
considered them along with the other matters described [under
other sections]." Please identify the conflicts of interest that exist
as between the Continuing Shareholders and actions related to the
company. We note the identification of "control [of] all matters
requiring approval of the Company`s shareholders, including the
election of directors and approval of any Second-Step
Transaction." Disclose the steps the board took to address such
conflicts. Please identify any other area where the board considered
there to be a conflict of interest and measures of precautions or steps
implemented to address such conflicts.
Closing Comment
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be certain that they have provided all information investors require
for an informed decision. Since the filing persons 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 connection with responding to our comments, please
provide, in writing, a statement from each filing person acknowledging
that:
* that filing persons are responsible for the adequacy and
accuracy of the disclosure in the filing;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with respect to the filing; and
* that filing persons may not assert staff comments 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 our review of your filing or in
response to our comments on your filing.
As appropriate, please amend your filings in response to
these comments. You may wish to provide us with black-lined copies of
the amended filings to expedite our review. Please furnish a cover
letter with your amended filing that keys your responses to our
comments and provides any requested supplemental information and
file such letter on EDGAR. Detailed cover letters greatly facilitate
our review. Please understand that we may have additional comments
after reviewing your amended filings and responses to our comments.
If you have any questions please contact me at (202) 551-3257
or by facsimile at (202) 772-9203.
Very truly yours,
Celeste M. Murphy
Special Counsel
Office of Mergers and Acquisitions