September 14, 2006
Via U.S. Mail
Harry Cardillo
Vice President and Secretary
Habasit Holding USA, Inc.
305 Satellite Boulevard
P.O. Box 80507
Suwanee, GA 30024
Re: Summa Industries
Schedule TO-T filed by Habasit Holding USA, Inc. and Habasit
Holding
AG
Filed September 8, 2006
SEC File No. 5-30794
Dear Mr. Cardillo:
We have reviewed your filing and have the following
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.
Schedule TO-T
Offer to Purchase for Cash
Summary Term Sheet, page 1
1. Revise your disclosure in the Q&A entitled "If I tender any
Shares,
when will I get paid?" to clarify that you will pay the exchange
consideration "promptly" following the expiration of the offer,
and
not after acceptance of the Shares for exchange. Refer to Rules
13e-
4(f)(5) and 14e-1(c) and the similar disclosure you have provided
in
Section 2 - Acceptance for Payment and Payment for Shares.
2. Clarify your disclosure in the Q&A entitled "If I decide not to
tender, how will the Offer affect my Shares?" to discuss the
circumstances under which the Merger might not take place.
Specifically, because the Offer is subject to the Minimum
Condition,
it would appear that the vote of shareholders will be assured such
that the Merger will likely be effectuated if the Offer is
completed.
Is the Minimum Condition waivable? Are there other circumstances
in
which you may complete the Offer but not the Merger?
Introduction, page 8
3. You mention that there is an aggregate of 995,394 Shares
reserved
for issuance upon the exercise or conversion of outstanding
options,
warrants, rights and convertible securities. Are any or all of
these
securities exercisable or convertible at this time such that the
holders of these securities could tender the underlying Shares
into
the Offer? If so, how would this impact the number of shares
necessary to satisfy the Minimum Condition? How many shares are
subject to the Stockholder Tender Agreement such that a portion of
the
Minimum Condition has already been satisfied? Please revise.
4. See the penultimate paragraph on page 9. We note that you take
no
responsibility for the accuracy of the information provided by
Summa.
While you may include appropriate language about the limits on the
reliability of the information, you may not disclaim
responsibility
for its accuracy. Please revise.
The Tender Offer, page 10
5. You have indicated that "tenders of Shares pursuant to the
Offer
are irrevocable," except as described in Section 4 of this Offer
to
Purchase. Revise to disclose that Shares not yet accepted for
payment
or exchange after the expiration of sixty days from the
commencement
of the offer may be withdrawn. See Section 14(d)(5) of the
Exchange
Act.
6. Refer to your discussion that appears in Section 5. Rather
than
refer to "certain" tax consequences in your heading and the
disclosure
that follows, please refer to "material" tax considerations.
7. In your discussion of Source and Amount of Funds in Section 10,
please tell us what documentation exists to evidence the transfer
of
funds to be provided by Habasit to the Purchaser. If a loan
agreement, contract, arrangement or understanding exists with
respect
to the transfer of funds for purchase of the tendered Securities,
such
document should be filed as an exhibit to the Schedule TO pursuant
to
Item 1016 of Regulation M-A. Further, if any of the funds are to
be
borrowed by Habasit, please provide the disclosure required
pursuant
to Item 1007(d) of Regulation M-A.
8. In Section 15, you refer to this discussion as "Certain
Conditions
of the Offer." Are there other conditions, in addition to those
set
forth in this section that readers should be aware of? If so,
revise
to clarify. If not, please remove your reference to "certain."
9. Also, it is not clear from the disclosure by when the
conditions
must be satisfied. You refer to acceptance as the time by when
the
conditions must be satisfied but acceptance occurs after the
expiration of the offer. Please revise the disclosure to make
clear
that all conditions to the offer, other than those dependent upon
receipt of necessary government approvals, must be satisfied or
waived
on or before the expiration of the offer.
10. In the last paragraph in Section 15, we note that you may
assert
or waive the conditions "in whole or in part at any time and from
time
to time..." In addition, you refer to such right as an "ongoing
right
that may be asserted at any time and from time to time." Defining
the
conditions as an "ongoing right" suggests that conditions may be
asserted after the expiration of the offer. Please revise to make
clear that all conditions to the offer, other than those dependent
upon receipt of governmental regulatory approval, must be
satisfied or
waived prior to the expiration of the offer.
Exhibit (a)(1)B) - Letter of Transmittal
11. Refer to Instruction 4. Please confirm that you will return
Shares "promptly," not "as soon as practicable," following the
expiration of the offer, and not after acceptance of the Shares.
Refer to Rule 14e-1(c).
Closing Comments
As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
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 supplemental 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 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 their 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 all filing persons acknowledging that:
* the bidder is 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 bidder 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.
If you have any questions regarding our comments, please do
not
hesitate to contact me at (202) 551-3264. You may also reach me
by
facsimile at (202) 772-9203.
Sincerely,
Mara L. Ransom
Special Counsel
Office of Mergers and
Acquisitions
cc via facsimile at (404) 685-5283:
Justo Rodriguez, Esq.
Paul, Hastings, Janofsky & Walker LLP
Summa Industries
September 14, 2006
Page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-3628
DIVISION OF
CORPORATION FINANCE