LETTERHEAD OF WOLVERINE TUBE, INC.
August 25, 2004
VIA EDGAR AND FACSIMILE (202) 942-9531
Ms. Jennifer Thompson
Staff Accountant
Division of Corporation Finance
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: WOLVERINE TUBE, INC.
FORM 8-K ITEM 4 FILED AUGUST 23, 2004
FILE NUMBER 001-12164
Dear Ms. Thompson:
On behalf of Wolverine Tube, Inc. ("Wolverine"), I submit this letter
in response to the comments of the staff (the "Staff") of the Securities and
Exchange Commission (the "Commission") contained in your letter dated August 24,
2004 to the undersigned regarding the above-referenced Current Report on Form
8-K ("Form 8-K"), filed August 23, 2004. Wolverine is filing an Amendment to the
8-K ("Form 8-K/A") concurrently with this letter. Wolverine's responses to the
Staff's comments are set forth below.
Wolverine acknowledges (i) that it is responsible for the adequacy and
accuracy of the disclosure in the filings, (ii) that 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
filings, and (iii) that Wolverine 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.
To assist in your review, the numbered paragraphs and headings below
correspond to those used in your letter of August 24, 2004. The text of each
comment appears in bold and Wolverine's response immediately follows. In
connection with our response, we are sending you by facsimile a clean courtesy
copy of Form 8-K/A as well as a courtesy copy of Form 8-K/A marked to reflect
changes from Form 8-K as initially filed on August 23, 2004.
Ms. Jennifer Thompson
August 25, 2004
Page 2
FORM 8-K
1. WE READ THAT YOUR FORMER ACCOUNTANT RESIGNED ON AUGUST 19, 2004. WE
ALSO NOTE THAT YOUR DISCLOSURES RELATED TO DISAGREEMENTS AND REPORTABLE
EVENTS ONLY ADDRESS THE SUBSEQUENT INTERIM PERIOD THROUGH JULY 4, 2004.
WE REFER YOU TO ITEM 304(A)(1)(IV) AND ITEM 304(A)(1)(V) OF REGULATION
S-K. REVISE YOUR FILING TO ADDRESS THE INTERIM PERIOD THROUGH AUGUST
19, 2004, AS THAT IS THE DATE OF RESIGNATION. ALSO REVISE YOUR FILING
TO CLARIFY THE TIME PERIOD COVERED BY YOUR STATEMENT THAT "THERE WERE
NO REPORTABLE EVENTS."
Wolverine acknowledges the Staff's comment and has revised the
disclosure accordingly.
2. WE READ THAT YOU ENGAGED YOUR NEW ACCOUNTANT ON AUGUST 19, 2004. WE
ALSO NOTE THAT YOUR DISCLOSURE RELATED TO CONSULTATIONS WITH THE NEW
ACCOUNTANT PRIOR TO ENGAGEMENT ONLY ADDRESSES THE PERIOD THROUGH JULY
4, 2004. WE REFER YOU TO ITEM 304(A)(2) OF REGULATION S-K. REVISE YOUR
FILING TO ADDRESS THE INTERIM PERIOD THROUGH AUGUST 19, 2004, AS THAT
IS THE DATE OF ENGAGEMENT.
Wolverine acknowledges the Staff's comment and has revised the
disclosure accordingly.
3. TO THE EXTENT THAT YOU MAKE CHANGES TO THE FORM 8-K TO COMPLY WITH OUR
COMMENTS, PLEASE OBTAIN AND FILE AN UPDATED EXHIBIT 16 LETTER FROM YOUR
FORMER ACCOUNTANT STATING WHETHER THE ACCOUNTANT AGREES WITH THE
STATEMENTS MADE IN YOUR AMENDED FORM 8-K. FILE THE AMENDMENT UNDER
COVER OF FORM 8-K/A AND INCLUDE THE ITEM 4 DESIGNATION. FILE THE
UPDATED LETTER FROM THE FORMER ACCOUNTANT AS AN EXHIBIT 16.
Wolverine acknowledges the Staff's comment and is filing with the
Commission an amended Form 8-K under the cover of Form 8-K/A as well as
an updated letter from Ernst & Young LLP, dated August 25, 2004, as
Exhibit 16.1 thereto.
If you have any questions or comments relating to this correspondence
or Form 8-K/A, please do not hesitate to contact me or Andrew B. Buck at (205)
226-8726.
Yours very truly,
/s/ James E. Deason
James E. Deason
cc: Michael D. Waters
Balch & Bingham LLP
Andrew B. Buck
Balch & Bingham LLP
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(1) These selling stockholders include MEMBERS Mutual Funds, Mid-Cap
Fund, Nazareth Literary & Benevolent, WTC-CTF Small Cap Value, Ultra Series
Fund: Mid-Cap Stock Fund, WTC-CIF Small Cap Value Portfolio, J.M. Huber
Corporation Profit Sharing and Retirement Plans, and Diversified Investment
Advisors Special Equity Fund.