Mail Stop 7010
April 6, 2006
Richard H. Irving, III, Esq.
Senior Vice President, General Counsel and Secretary
Blount International, Inc.
4909 SE International Way
Portland, Oregon 97222-4679
Re: Blount International, Inc.
Amendment No. 1 to Form S-3
Filed on March 27, 2006
File No. 333-132024
Dear Mr. Irving:
We have limited our review of your filing to those issues we
have addressed on our comments. Where indicated, we think you
should
revise your documents 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 on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
General
1. It appears that Lehman Brothers is an affiliate of the company
and
may make a market in the securities in the primary offering.
Please
amend to register the market-making activities of Lehman,
including
the alternate pages for the market making prospectus or confirm
supplementally that there will be an effective registration
statement
for such sales before Lehman begins market-making.
Registration Cover Page
2. We note your response to prior comment 7. Since you are not
using
Rule 429 to combine the previous shelf registration statement,
please
file a post-effective registration statement to the other
registration statement to remove any of the securities which
remain
unsold.
3. It is not clear whether the primary offering is $450 million or
whether this amount includes the resale shares. The class of
securities, number of securities, offering price and fee payable
with
respect to the resale offering must be separately allocated in the
fee table. Although footnote (3) states that you are relying on
Rule
457(o) for the primary offering and Rule 457(c) for the resale,
the
filing fee does not reflect that the fee for the resale securities
is
based on the average of the high and low prices on the New York
Stock
Exchange. Please revise. Also clarify in the prospectus, including
on
the prospectus cover page and under the section "About this
Prospectus," the aggregate amounts being sold in the primary
offering
and the resale offering.
Selling Shareholders, page 16
4. We note your response to prior comment 18. Please disclose the
selling shareholder`s representations in the prospectus. If you
cannot provide these representations in the prospectus, state that
this seller is an underwriter.
Exhibit 5.1
5. Please revise to indicate the aggregate amount of the primary
offering.
6. We note your response to prior comment 8 and that you are
registering guarantees of the notes. Please revise Exhibit 5.1 to
opine that the guarantees are the legal, binding obligations of
the
guarantors.
As appropriate, please amend your filings in response to
these
comments. You may wish to provide us with marked copies of the
amendments to expedite our review. Please furnish a cover letter
with your amendments 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 amendments 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 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 this action 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 a 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 Rules 460 and 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.
Please direct questions to Brigitte Lippmann, at (202) 551-
3713, or me at (202) 551-3767.
Sincerely,
Jennifer Hardy
Branch Chief
cc: Ronald Cami, Esq.
Cravath, Swaine & Moore LLP
Worldwide Plaza
825 Eight Avenue
New York, NY 10019
Richard H. Irving, III, Esq.
Blount International, Inc.
April 6, 2006
Page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE