Opportunity Partners L.P.,
60 heritage Drive,
Pleasantville, NY 10570
Phone (914) 747-5262//Fax (914) 747-2150
// pgoldstein@bulldoginvestors.com
May 11, 2009
Peggy Kim, Esq.
Special Counsel
Office of Mergers and Acquisitions
Securities and Exchange Commission
450 Fifth Street
Washington, D.C. 20549-3628
TransTech Services Partners Inc. ("TransTech") Preliminary Proxy Statement
on Schedule 14A
File No. 000-52657
Dear Ms. Kim:
This is in response to your comment letter dated May 1, 2009 regarding our
proxy solicitation for TransTech.
If TransTech does not complete a transaction by May 23, 2009, it is required
by its charter to liquidate. Because the board has not agreed to complete its
liquidation in a timely fashion, we are soliciting proxies to elect directors
who will do so as quickly as possible. (If TransTech does complete a
transaction by May 23, 2009, we do not intend to solicit proxies for the
annual meeting.) Since the sole issue for stockholders in this solicitation
is the promptness of the liquidation of TransTech, we are surprised that you
could generate 30 itemized comments. Providing information that is not
elevant to that narrow issue could deflect stockholders' attention from it
and thus be contrary to the goal of affording them an opportunity to make an
informed voting decision.
Nevertheless, we have carefully considered each of your comments and, as
appropriate, will revise our soliciting material to reflect them. We will
refer to your comments by the numbers you assigned to them.
1. We do not intend to distribute our proxy material before the board
distributes its material.
2. As indicated in our preliminary filing, we intend to post our
definitive proxy material on a "publicly-accessible" website.
3. We are not sure what information you think we may have omitted.
Please advise.
4. We will include the approximate mailing date.
5. We intend to rely on Rule 14a-5(c).
6. We intend to rely on Rule 14a-5(c).
7. Item 23 of Schedule 14A appears to be applicable only to the
registrant. Please advise if you disagree.
8. We have nothing to report pursuant to item 7(B) of Schedule 14A.
9. We do not intend to exercise any discretionary authority on any
substantive matters.
10. We intend to rely on Rule 14a-5(c). Moreover, since this is a
contested meeting solely to elect directors we do not anticipate
any broker non-votes or abstentions. We said: "If a quorum is
present, only votes affirmatively cast for a nominee will count
and the nominees receiving the greatest number of votes cast for
the seat(s) being contested will be elected as directors."
That seems clear to us.
11. We have had no contacts with management. We wrote a letter to
management to express our concerns about the timing of a
liquidation payment but did not receive a response. We then
filed a petition in the Delaware court of Chancery to order
TransTech to hold an annual meeting which the court granted.
This is covered in the "Background" section.
12. To reiterate, if TransTech does complete a transaction by
May 23, 2009 we do not intend to solicit proxies for the annual
meeting.
13. TransTech's charter requires that it be liquidated if it does
not complete a transaction by May 23, 2009. Therefore, it would
not be appropriate to suggest that the board can consider other
options.
14. Yes.
15. We intend to rely on Rule 14a-5(c).
16. We already stated: "If any of our nominees are elected, there is
no assurance that the other directors will remain on the board."
17. To reiterate, the sole issue is which nominees will more quickly
effect the liquidation of TransTech. No stockholder cares what
our nominees do for a living.
18. This is covered under the "Participants" section.
19. We will move the discussion about the Massachusetts litigation as
you request.
20. No persons other than the named "participants" will be soliciting.
21. We believe the "Participants" section is sufficient.
22. We said: "The SEC deems a nominee to be a 'participant' in a proxy
solicitation which we believe is misleading because it suggests that
the nominee has a greater role in the solicitation than is the case."
The SEC's definition of the word "participant" is broader than the
typical dictionary definition. Unless you can tell why any of the
statements you ask us to delete is inaccurate, why should we delete
any of them?
23. The names of the controlling persons of Opportunity Partners and
Bulldog Investors are disclosed. Besides, it is not material to this
solicitation for the reason previously stated.
24. The actual number of shares will be provided in the definitive proxy
statement. Besides, it is not material to this solicitation for the
reason previously stated.
25. We will provide a summary of our transactions over the past two years
as permitted in lieu of listing each one. Besides, this information
is not material to this solicitation for the reason previously stated.
26. No payments are being made to any nominee.
27. Our form of proxy does not have any capitalized text. It does state
in bold print: "Proxy Solicited by Opportunity Partners L.P. in
Opposition to the Board of Directors of TransTech Service Partners Inc.
For the Annual Meeting of Shareholders." Thus, it should be clear to
any reasonable stockholder who is soliciting the proxy.
28. We are not proposing any matters at the meeting. We are merely making
nominations.
29. There is no need to revise the form of proxy to mark it as a
"Preliminary Copy" since stockholders will only get the final form
of proxy.
30. In the very first sentence of our proxy statement, we refer to "the
enclosed GREEN proxy card."
In our opinion, none of the changes to be made are material. Thus, we do not
intend to file an amended preliminary proxy statement. Also, we respectfully
decline to provide a "Tandy" statement because it might preclude us from
presenting a zealous defense in the event of a legal proceeding. Please do
not ask us to waive our constitutional rights again.
Please call the undersigned at 914-747-5262 if you wish to discuss anything
related to our solicitation.
Very truly yours,
Phillip Goldstein
President
Kimball & Winthrop, Inc.