SIMPSON THACHER & BARTLETT LLP
3330 HILLVIEW AVENUE
PALO ALTO, CA 94304
(650) 251-5000
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FACSIMILE: (650) 251-5002
DIRECT DIAL NUMBER E-MAIL ADDRESS
February 4, 2005
Re: Universal Truckload Services, Inc.
Form S-1
Filed November 15, 2004, as amended
January 7, 2005, January 19, 2005,
January 31, 2005 and February 4, 2005
File No. 333-120510
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Ms. Sara W. Dunton
Branch Chief
Division of Corporate Finance
U.S. Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Dear Ms. Dunton:
This letter responds to your letter of February 2, 2005 setting forth
the comments of the staff (the "Staff") of the Securities and Exchange
Commission (the "Commission") regarding Amendment No. 3 to the Registration
Statement on Form S-1 of Universal Truckload Services, Inc. (the "Company")
filed on January 31, 2005 (the "Registration Statement").
For your convenience, we have reproduced each of the Staff's comments
in this letter, using bold text, and indicated the Company's response to it
below. We have also revised the Registration Statement in response to the
Staff's accounting comments and are filing concurrently with this letter
Amendment No. 4 to the Registration Statement ("Amendment No. 4"), which
reflects these and other revisions. For the convenience of the Staff, we are
also sending via courier five clean (with exhibits) paper copies of Amendment
No. 4 and five paper copies (without exhibits) marked to show changes against
Amendment No. 3.
Page references in the text of this letter correspond to the pages of
Amendment No. 4, except where otherwise indicated.
On behalf of the Company, we advise you as follows:
2
UNAUDITED PRO FORMA COMBINED STATEMENT OF INCOME, PAGE 28
1. WE NOTE YOUR RESPONSE TO OUR PREVIOUS COMMENT 8a, BUT STILL
FEEL THE CALCULATION OF THE ADJUSTMENT IS NOT READILY APPARENT
FROM THE EXPLANATION PRESENTED. SPECIFICALLY, FROM THE
EXPLANATION PROVIDED, IT APPEARS TO US THAT THE CALCULATION
SHOULD CONSIDER ALL COMPENSATION PAID UNDER THE CONSULTING
AGREEMENT UNTIL AUGUST 2005 AS $10,000 PER MONTH. FROM THE
CALCULATION PROVIDED IN YOUR RESPONSE, HOWEVER, IT APPEARS YOU
HAVE TAKEN THE ASSUMED TERM OF THE CONSULTING AGREEMENT AND
APPLIED THAT TERM AS IF IT HAD STARTED ON JANUARY 1, 2003.
THAT IS, YOUR RESPONSE APPEARS TO INDICATE THAT MR. FONZI WILL
RECEIVE 12 MONTHS COMPENSATION AT $10,000 PER MONTH, AND
$5,000 PER MONTH FOR 36 MONTHS THEREAFTER. IF OUR
UNDERSTANDING OF THE CALCULATION IS CORRECT, PLEASE REVISE
YOUR EXPLANATION OF THE TERMS OF THE COMPENSATION PACKAGE TO
DISCUSS TIME PERIODS (NUMBER OF MONTHS), NOT DATES.
In response to the Staff's comment, the Company has revised
the disclosure on pages 29 and 33.
2. REFER TO OUR PRIOR COMMENT 8b. PLEASE REVISE THE
RECONCILIATION OF PRO FORMA AVERAGE COMMON SHARES OUTSTANDING
IN EXPLANATION (f) ON PAGES 30 AND 34 TO INCLUDE THE ASSUMED
ISSUANCE PRICE USED IN YOUR CALCULATION. SIMILAR DISCLOSURE
THROUGHOUT YOUR FILING SHOULD ALSO BE REVISED.
In response to the Staff's comment, the Company has revised
the disclosure on pages 7, 30 and 34.
* * * * * *
Please contact William Brentani at (650) 251-5110 or Thomas Wuchenich
at (310) 407-7505 with any questions regarding the foregoing.
Very truly yours,
Simpson Thacher & Bartlett LLP
cc: Robert E. Sigler
Mark Scudder
Dave Ufheil
Kerry Crenshaw