April 27, 2005
Via Facsimile at (804) 343-4527 and U.S. Mail
Allen C. Goolsby, Esq.
Hunton & Williams LLP
951 East Bird Street
Richmond, Virginia 23219
RE: Noland Company
Schedule 14D-9 filed April 19, 2005
File No. 005-10806
Dear Mr. Goolsby:
We have the following comments on the filing listed above.
Schedule 14D-9
Arrangements with Executive Officers, Directors or Affiliates of
the
Company, page 4
1. For each individual, quantify the benefits or additional
compensation to be received as result of the D&O indemnification
plan, the Severance plan, the Retirement Plan, and the Restricted
Stock Plan to the extent practicable. See Item 1011(b) of
Regulation
M-A.
Explanatory Note Regarding the Summary of the Merger Agreement:
Representations in the Merger Agreement Are Not Intended to
Function
or Be Relied on as Public Disclosures, page 6
2. Investors are entitled to rely upon disclosures in your
publicly
filed documents. Please revise your subheading accordingly. In
addition, please expand your disclosure to provide an adequate
basis
for your statement in the second sentence that the information in
the
merger agreement should not be relied upon as disclosure.
3. We note your statement "the Company`s public disclosures are
those
disclosures that Noland Company sets forth in its public reports
filed or furnished with the SEC. The Merger Agreement is not
intended
to change or supplement the disclosures in Nolan Company`s public
reports filed or furnished with the SEC." The Merger Agreement
was
filed as an exhibit to a publicly filed document. Please revise as
appropriate to remove the implication that the referenced Merger
Agreement does not constitute a public disclosure.
Reasons for the Recommendation of the Board of Directors, page 16
4. Notwithstanding the absence of a specific item requirement in
the
Schedule 14D-9 compelling disclosure under Item 1015 of Regulation
M-
A, advise us what consideration has been given to summarizing the
Blackstone opinion and attaching any written analyses or
presentation
materials used in issuing their opinion to the board. Refer to
Item
1011(b) of Regulation M-A.
5. The disclosure indicates that the board, in determining whether
or
not to approve the offer and the merger, considered factors. Item
1012(b) of Regulation M-A, however, specifically requires that
reasons be cited to explain why the board is making a favorable
recommendation. Please revise this section to clarify which of
the
enumerated factors are in fact reasons, not simply factors or
benefits, in support of the board`s decision to recommend the
offer
to security holders.
6. In addition, please revise this section to clarify which of the
enumerated factors are in fact reasons in support of board`s
decision
to recommend the offer to security holders.
Annex B
7. We note your statement that "this letter is for the reliance of
the Special Committee and the full Board of Directors only and,
without prior written consent, is not to belied upon . . . by the
Board of Directors." Revise to delete this disclaimer of
responsibility to shareholders, whether made by or on behalf of
the
financial advisor, from any portion of the disclosure document in
which it appears. Alternatively, the registrant may add an
explanation that clarifies the basis for the advisor`s belief that
shareholders cannot rely on its opinion, including (but not
limited
to) whether the advisor intends to assert the substance of the
disclaimer as a defense to shareholder claims that might be
brought
against it under applicable state law; whether the governing state
law has addressed the availability of such a defense to the
advisor
in connection with any such shareholder claim; if not, a statement
must be added that the issue necessarily would have to be resolved
by
a court of competent jurisdiction; and that the availability or
non-
availability of such a defense will have no effect on the rights
and
responsibilities of the board of directors under governing state
law,
or the rights and responsibilities of the board or the advisor
under
the federal securities laws.
Closing Comments
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. 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.
In connection with responding to our comments, please provide, in
writing, a statement from the company acknowledging that:
* the Company responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and
* the Company 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.
As appropriate, please revise your Schedule 14D-9 in response to
these comments. You may wish to provide us with marked copies of
the
amendment(s), if required, to expedite our review. Please furnish
a
cover letter with your amendments that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.
Please file your response letter on EDGAR. Please understand that
we
may have additional comments after reviewing your amendment and
responses to our comments. If the information
you provide in response to our comments materially changes the
information that you have already provided to security holders,
disseminate the revised materials in a manner reasonably
calculated
to inform them of the new information.
If you have questions or concerns, please do not hesitate to
contact
me at (202) 551-3345.
Very truly yours,
Michael Pressman
Special Counsel
Office of Mergers &
Acquisitions
April 27, 2005
Page 3
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0303
DIVISION OF
CORPORATION FINANCE