Whiteman Osterman & Hanna, LLP
One Commerce Plaza
Albany, New York 12260
August 8, 2005
VIA EDGAR AND FEDERAL EXPRESS
United States Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549
Attention: Jennifer R. Hardy, Legal Branch Chief
Edward M. Kelly, Senior Counsel
Re: Lincoln Logs Ltd. (the "Company")
Preliminary Proxy Statement on Schedule 14A (the "Proxy Statement")
Rule 13E-3 Transaction Statement on Schedule 13E-3 (the "Transaction
Statement")
File Nos. 0-12172 and 5-37488
Dear Ms. Hardy and Mr. Kelly:
This letter is in response to Ms. Hardy's letter of August 3, 2005 to Mr.
Benjamin A. Shepherd commenting on the above-referenced filings, initial drafts
of which were filed on March 24, 2005 and revised filings of which were filed on
June 24, 2005, and July 21, 2005, in connection with, among other things, (i) a
proposed reverse stock split in the Company's outstanding shares of common stock
(the "Reverse Split"), (ii) a corresponding repurchase of all fractional
interests created by the Reverse Split, and (iii) the subsequent deregistration
of the Company's shares if the Company has less than 300 shareholders of record
after the Reverse Split (collectively, the "Reverse Split Transaction").
A Preliminary Proxy Statement and an amendment to the Transaction Statement,
which reflect, among other things, changes made in response to your comments are
being filed concurrently herewith. Three clean and three marked courtesy copies
of each of the revised filings are also enclosed for your review.
For your ease of review, the following is a summary of our responses to your
comments. Our responses are keyed to the numbered comments in your letter.
Proxy Information, page 2
1. You asked the Company to revise the phrase "or, if not directed, in
accordance with the best judgment of the persons named in the enclosed proxy"
to conform to the disclosure in the last sentence under 3 in the Company's form
of proxy. The Company has revised this disclosure per your request. Please
see page 2 of the Proxy Statement for such revised disclosure.
Information regarding the Company and Certain Transactions, page 34
2. You asked the Company, by footnote or otherwise, to explain briefly why
data for the year ended January 31, 2005, presented in the tables on pages 35-38
of the Proxy Statement differs from data presented under "History 2005" in
exhibits to appendix C. The Company has included this explanation on page 35 of
the Proxy Statement.
3. You asked the Company to disclose as an appendix cross referenced in this
section or otherwise the material business and financial assumptions made in the
preparation of the 2006 projected financial statements. The Company has
included these assumptions on Appendix E to the Proxy Statement. The Company
has also included a cross-reference to such information on page 35 of the Proxy
Statement.
Form of Proxy
4. You asked the Company to clarify, under 3 of the form of proxy, that the
Company will comply with the discretionary authority requirements specified in
Rule 14a-4(c) of Regulation 14A under the Securities Exchange Act of 1934, as
amended, in acting upon other matters as may properly come before the Company's
annual meeting or any adjournment. The Company has included this disclosure in
paragraph 3 of its form of proxy.
Pursuant to your request, also enclosed with this letter is a written statement
from each of the Company and John D. Shepherd, by which each acknowledges that
(i) it or he, as the case may be, is responsible for the adequacy and accuracy
of the disclosures in the filings, (ii) your comments or changes to disclosures
in response to your comments do not foreclose the Securities and Exchange
Commission (the "Commission") from taking any action on the filings, and (iii)
it or he, as the case may be, may not assert your comments as a defense in any
proceedings initiated by the Commission or any person under the United States'
federal securities laws.
If you have any questions, please contact me at 518.487.7673.
Very truly yours,
/s/ Patricia A. Franchini
Patricia A. Franchini
Enclosures
cc: John D. Shepherd
Benjamin A. Shepherd
Leslie M. Apple, Esq.
WRITTEN STATEMENT OF LINCOLN LOGS LTD.
Lincoln Logs Ltd., a New York corporation, (the "Company") hereby submits this
written statement pursuant to the request of certain members of the staff (the
"Staff") of the U.S. Securities and Exchange Commission (the "Commission") as
set forth in their letter dated as of August 3, 2005, to Benjamin A. Shepherd,
Chief Financial Officer of the Company, which contained the Staff's comments
with respect to the Company's Preliminary Proxy Statement on Schedule 14A
and Amendment No. 2 to Rule 13E-3 Transaction Statement on Schedule 13E-3
(together, the "Filings"), each of which was filed by the Company (together
with John D. Shepherd) on July 21, 2005 (File Nos. 0-12172 and 5-37488). The
Company hereby acknowledges as follows:
The Company is responsible for the adequacy and accuracy of the disclosures
in the Filings;
The Staff's comments or changes to disclosures in response to the Staff's
comments do not foreclose the Commission from taking any action on the Filings;
and
The Company may not assert the Staff's comments as a defense in any
proceedings initiated by the Commission or any person under the United States'
federal securities laws.
IN WITNESS WHEREOF, the Company has caused this instrument to be executed on
its behalf on the 8th day of August, 2005.
LINCOLN LOGS, LTD.
/s/Benjamin A. Shepherd
Benjamin A. Shepherd
Chief Financial Officer and Secretary
WRITTEN STATEMENT OF JOHN D. SHEPHERD
John D. Shepherd, President, Chief Executive Officer and shareholder of
Lincoln Logs, Ltd. (the "Company") hereby submits this written statement
pursuant to the request of certain members of the staff (the "Staff") of the
U.S. Securities and Exchange Commission (the "Commission") as set forth in their
letter dated as of August 3, 2005, to Benjamin A. Shepherd, Chief Financial
Officer of the Company, which contained the Staff's comments with respect to the
Company's Preliminary Proxy Statement on Schedule 14A and Amendment No. 2 to
Rule 13E-3 Transaction Statement on Schedule 13E-3 (together, the "Filings"),
each of which was filed by Mr. Shepherd (together with the Company) on July 21,
2005 (File Nos. 0-12172 and 5-37488). Mr. Shepherd hereby acknowledges as
follows:
Mr. Shepherd is responsible for the adequacy and accuracy of the disclosures
in the Filings;
The Staff's comments or changes to disclosures in response to the Staff's
comments do not foreclose the Commission from taking any action on the Filings;
and
Mr. Shepherd may not assert the Staff's comments as a defense in any
proceedings initiated by the Commission or any person under the United States'
federal securities laws.
IN WITNESS WHEREOF, the undersigned has executed this instrument as of the
8th day of August, 2005.
/s/ John D. Shepherd
John D. Shepherd