May 10, 2005
VIA EDGAR
Pamela A. Long
Assistant Director
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: PARK-OHIO INDUSTRIES, INC.
REGISTRATION STATEMENT ON FORM S-4
FILED MARCH 30, 2005
FILE NUMBER 333-123665
PARK-OHIO HOLDINGS CORP.
FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2004
Dear Ms. Long:
Reference is made to your letter, dated April 28, 2005, regarding comments
by the staff of the Securities and Exchange Commission (the "Commission") with
respect to the above-mentioned registration statement of Park-Ohio Industries,
Inc. (the "Company") and Form 10-K for the year ended December 31, 2004 of
Park-Ohio Holdings Corp. ("Holdings"). Today, in response to your letter, the
Company is filing with the Commission amendment no. 1 to the registration
statement filed with the Commission on March 30, 2005.
Below are the Company's and Holdings' respective responses to each comment
in your letter. For the convenience of the staff, the Company has repeated each
of your comments before the response. Unless otherwise indicated, page
references included in the body of the Company's responses are to amendment no.
1 to the registration statement.
FORM S-4 FILED MARCH 30, 2005
Cover Letter
1. Please revise your cover letter to state that you intend to rely on the
position the staff has taken in Exxon Capital Holdings Corporation (May
13, 1988) and subsequent related no action letters and to include the
representations included in Shearman & Sterling (July 2, 1993).
In the Company's letter to you dated March 30, 2005, the Company included
certain representations that were set forth in the Exxon Capital Holdings
Corp., Morgan Stanley and Shearman & Sterling no action letters. The
Company confirms that it is registering
Pamela A. Long
Securities and Exchange Commission
May 10, 2005
Page 2
the exchange offer in reliance upon these letters and for ease of
reference, the Company reaffirms its representations as follows:
In accordance with the Commission's position set forth in Exxon Capital
Holdings Corporation (available May 13, 1988) and subsequent related no
action letters, the Company makes the following representations to the
Commission:
(1) The Company has not entered into any arrangement or understanding
with any person to distribute the exchange notes to be received in
the exchange offer and, to the best of the Company's information and
belief, each person participating in the exchange offer is acquiring
the exchange notes in its ordinary course of business and has no
arrangement or understanding with any person to participate in the
distribution of the exchange notes to be received in the exchange
offer.
(2) The Company will make each participant in the exchange offer aware
(through the exchange offer prospectus or otherwise) that if such
person is participating in the exchange offer for the purpose of
distributing the exchange notes to be acquired in the exchange
offer, such person (a) cannot rely on the position enunciated in
Exxon Capital Holdings Corporation or interpretive letters to
similar effect, (b) may be a statutory underwriter and (c) must
comply with the registration and prospectus delivery requirements of
the Securities Act of 1933 (the "Securities Act"), in connection
with a secondary resale transaction. The Company will include a
statement in the transmittal letter or similar documentation that by
delivering the prospectus, a participant in the exchange offer will
not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act. The Company acknowledges that such a
secondary resale transaction by such person participating in the
exchange offer for the purpose of distributing the exchange notes
should be covered by an effective registration statement containing
the selling stockholder information required by Item 507 of
Regulation S-K promulgated under the Securities Act.
(3) The Company will include, in the transmittal letter or similar
documentation to be executed by the exchange offeree in order to
participate in the exchange offer, representations to the effect
that (a) the exchange offeree is acquiring the exchange notes in its
ordinary course of business, (b) by accepting the exchange offer,
the exchange offeree represents to the Company that such offeree is
not engaged in, does not intend to engage in, and has no arrangement
or understanding with any person to participate in a distribution of
the exchange notes and (c) the offeree is not an affiliate of the
Company.
Cover Page
2. As currently represented, the offer could be open for less than twenty
full business days due to the 5:00 p.m. expiration time instead of an
expiration time of midnight on what
Pamela A. Long
Securities and Exchange Commission
May 10, 2005
Page 3
ultimately may be the twentieth business day following commencement. See
Question and Answer 8 in Exchange Act Release No. 16623 (March 5, 1980).
Please confirm that the offer will be open at least through midnight on
the twentieth business day. See Exchange Act Rule 14e-1.
The Company confirms that the exchange offer will remain open at least
through midnight on the twentieth business day of the offering period.
3. To the extent additional subsidiaries of the company come into existence
and are made guarantors on the exchange notes prior to the expiration of
the offering period, we assume you will update the facing page, the
signature pages, and financial statements to reflect the additional
guarantors.
In the event additional subsidiaries of the Company come into existence
and are required to be made guarantors on the exchange notes pursuant to
the terms of the indenture governing the exchange notes prior to the
expiration of the offering period, the Company confirms that it will
update the facing page, the signature pages and financial statements to
reflect the additional guarantors.
Market and Industry Data, page i
4. You may not disclaim responsibility for your disclosure. Also, you should
not use data that you do not believe is accurate. Therefore, remove the
disclosure that you make no representations about the accuracy of your
document.
The Company removed the disclosure disclaiming responsibility for the
accuracy of the document.
Summary, page 1
5. We note your summary contains a lengthy description of the company's
business and business strategy. Further, we note the identical disclosure
appears later in your prospectus. In the summary, you are to carefully
consider and identify those aspects of the offering that are the most
significant and determine how to best highlight those points in clear,
plain language. The summary should not include a lengthy description of
the company's business and business strategy. This detailed information is
better suited for the body of the prospectus. If you want to highlight key
aspects of your business strategy, consider listing these in a
bullet-point format, with one sentence per bullet point. See Item 503(a)
of Regulation S-K and part IV.C. of SEC Release No. 33-7497 (Jan. 28,
1998).
The Company revised the summary to highlight key aspects of the Company's
business. The summary no longer contains a lengthy description of the
Company's business and business strategy.
Pamela A. Long
Securities and Exchange Commission
May 10, 2005
Page 4
Summary, Historical Consolidated Financial Data, page 10
6. We note that you present EBITDA because you believe it "could" be useful
to investors in assessing your operating performance. Item 10 of
Regulation S-K requires you to provide a statement disclosing the reasons
why management believes a non-GAAP measure they present is useful to
investors. Please provide such a statement or omit the non-GAAP measure
you present. In addition, if you continue to present this non-GAAP
measure, revise the disclosures related to its limitations to address the
potential limits of excluding income taxes.
The Company removed the disclosure of EBITDA throughout the exchange offer
prospectus.
Risk Factors, page 13
To service our indebtedness, we will require a significant amount of cash . . .,
page 14
7. Please quantify your debt service obligations.
The Company revised the risk factor on page 11 to quantify the Company's
debt service obligations.
8. Please add risk factor disclosure at appropriate places to disclose that
your credit facility is secured by substantially all of your assets and
that a significant portion of your debt is at a variable rate of interest,
which could increase your interest expense in the event that interest
rates rise.
The Company revised the disclosure to include the following two additional
risk factors on pages 11 and 13 to disclose that the Company's credit
facility is secured by substantially all of its assets and that a
significant portion of its debt is at a variable rate of interest, which
could increase its interest expense in the event that interest rates rise:
- "We have variable rate indebtedness that subjects us to
interest rate risk, which could cause our annual debt service
obligations to increase significantly"; and
- "Because indebtedness under our revolving credit facility is
secured by substantially all of our assets, our assets may not
be available to pay amounts due on the exchange notes."
Pamela A. Long
Securities and Exchange Commission
May 10, 2005
Page 5
Disclaimer Regarding Forward-Looking Statements, page 23
9. The safe harbor for forward-looking statements provided in the Private
Securities Litigation Reform Act of 1995 does not apply to statements made
in connection with a tender offer. See Section 27A(b)(2)(C) of the
Securities Act and Section 21E(b)(2)(C) of the Exchange Act. Therefore,
please delete the reference to the safe harbor or state explicitly that
the safe harbor protections it provides do not apply to statements made in
connection with the offer.
The Company removed the reference to the safe harbor for forward-looking
statements provided in the Private Securities Litigation Reform Act of
1995.
MD&A - Results of Operations, page 29
10. To the extent practicable, quantify the impact of each factor you identify
as impacting your results of operations.
The Company revised the discussion of its results of operations to
quantify the impact of each factor identified to the extent practicable.
MD&A - Liquidity and Sources of Capital, page 32
11. We note that you present Defined EBITDA because it is a measure used in
certain debt covenants. Revise your presentation of this non-GAAP measure
to comply with the guidance in Question 10 of "Frequently Asked Questions
Regarding the Use of Non-GAAP Financial Measures."
The Company removed the disclosure of Defined EBITDA throughout the
exchange offer prospectus.
12. Disclose and discuss why accounts receivable increased at a significantly
higher rate than sales during 2004.
The Company has revised the disclosure on page 31 to describe why accounts
receivable increased at a significantly higher rate than sales during
2004.
13. Revise the table of contractual obligations to include the cash
requirements for interest and post-retirement obligations. Refer to
Release No. 33-8350.
The Company revised the table of contractual obligations to include the
cash requirements for interest and post-retirement obligations.
Pamela A. Long
Securities and Exchange Commission
May 10, 2005
Page 6
MD&A - Environmental, page 36
14. Based on your current disclosures, we assume that you do not believe a
material additional loss related to the identified environmental sites and
asbestos claims is "reasonably possible." If an additional material loss
is reasonably possible, provide the additional disclosures required by SAB
5:Y and SFAS 5.
The Company confirms that it does not believe a material additional loss
related to the identified environmental sites and asbestos claims is
"reasonably possible." This belief is based upon management's continuing
assessment of the sites and the strengths and weaknesses of the specific
claims, the Company's defenses and insurance coverages available with
respect to these sites and these claims and the probability and expected
magnitude of reasonably anticipated future environmental and
asbestos-related claims. If facts and circumstances change in the future,
however, the Company will modify its disclosures as appropriate.
Legal Proceedings, page 47
15. It appears that you may not have provided all of the information required
by Item 103 of Regulation S-K. Supplementally advise us, with a view
towards disclosure, whether the remaining asbestos cases specify a dollar
amount and whether the aggregate amount of specified damages exceeds ten
percent of your current assets as of December 31, 2004. In the event
additional disclosure is required because the threshold noted above has
been triggered, please provide the required disclosures.
The Company supplementally advises that in substantially all of the
remaining asbestos cases, pursuant to local pleading requirements, the
plaintiffs either do not provide the specific amount of damages they are
seeking in their complaints and instead only allege damages in excess of a
required threshold amount or they are not permitted to allege any amount
of damages. The Company believes that its likely exposure in these
asbestos cases is immaterial.
Historically, the Company has been dismissed from these types of lawsuits
on the basis that the plaintiff incorrectly sued one of our subsidiaries
when it should have sued an unrelated predecessor company or because the
plaintiff failed to identify any asbestos-containing product manufactured
or sold by the Company or its subsidiaries. The Company expects to
continue to be successful in obtaining dismissals without payment from
these lawsuits.
Notwithstanding the foregoing, there are, however, four remaining asbestos
cases that plead specified damage amounts against our subsidiaries and a
number of other defendants (the "Four Cases"). In three of the Four Cases,
the plaintiff alleges compensatory damages in the amount of $3.0 million
for each of four causes of action and $1.0 million for another cause of
action and punitive damages in the amount of $10.0 million. In the other
case, the plaintiff alleges compensatory damages in the amount of $20.0
million for each of three causes of action and $5.0 million for another
cause of action and punitive damages in the amount of $20.0 million.
However, it should be noted that the plaintiffs in the Four Cases are free
to allege damages in the complaint without substantiation, and these
amounts do not correspond to actual damages that may be assessed or to
settlement value. The Company believes that its likely exposure in the
Four Cases is immaterial. Similar to the cases successfully dismissed, in
each of the Four Cases plaintiff incorrectly sues one of our subsidiaries
when it should have sued an unrelated predecessor company or sues an
entity that never manufactured or sold an asbestos-containing product.
Accordingly, the Company does not believe that the resolution of any of
the Four Cases will have a material adverse effect on the Company's
results of operations, liquidity or financial position.
Additionally, the Company's cost of defending these lawsuits has not been
material to date and, based upon available information, the Company's
management does not expect its future costs for asbestos-related lawsuits
to have a material adverse effect on the Company's results of operations,
liquidity or financial position.
Description of Other Indebtedness, page 55
16. We note your statement that a cross-default on your other debt would
constitute an event of default on your revolving credit facility. Please
elaborate on the terms of your outstanding indebtedness relating to events
of default if a default could result in the acceleration of such
indebtedness and therefore an event of default under the indenture. If the
violation of financial covenants you have made in connection with other
indebtedness would ultimately result in an event of default under the
indenture, please describe those covenants as they would be in effect from
time to time throughout the term of the exchange notes. Finally, if a
default in any of the terms of your outstanding indebtedness could result
in the acceleration of that indebtedness and therefore an event
Pamela A. Long
Securities and Exchange Commission
May 10, 2005
Page 7
of default under the indenture, please include a risk factor discussing
this possibility and the company's ability to repay all accelerated
indebtedness, including the exchange notes, simultaneously.
The Company revised the discussion on pages 53 and 54 to elaborate on the
terms of its outstanding indebtedness that could result in an event of
default under the indenture. In addition, the Company has included
additional disclosure in the risk factor on page 12 that discusses the
possibility that a default under the terms of the Company's outstanding
indebtedness could result in acceleration of that indebtedness, would
therefore constitute an event of default under the indenture and would
affect the Company's ability to repay all accelerated indebtedness,
including the exchange notes.
Expiration Date; Extensions; Amendments, page 59
17. We note disclosure that you reserve the absolute right to waive the
satisfaction of conditions of the exchange offer as to any particular
outstanding notes. Revise this disclosure to indicate that to the extent
you waive any condition of the offer, you will waive that condition for
all holders of the outstanding notes.
The Company revised its disclosure on page 57 to indicate that to the
extent the Company waives any condition of the exchange offer, it will
waive that condition for all holders of the outstanding notes.
Conditions, page 60
18. All offer conditions, except those related to the receipt of government
regulatory approvals necessary to consummate the offer, must be satisfied
or waived at or before the expiration of the offer, not merely before
acceptance of the outstanding notes for exchange. Please revise the
language accordingly.
The Company revised its disclosure on page 58 to indicate that all
exchange offer conditions, except those related to the receipt of
government regulatory approval necessary to consummate the offer, must be
satisfied or waived at or before the expiration of the exchange offer.
Certain U.S. Federal Income Tax Considerations . . . page 110
19. Revise this subheading as well as the disclosure that follows to clarify
that you are discussing all "material," rather than "certain" or "certain
material" tax considerations.
The Company revised the subheading, as well as the disclosure that follows
it, to clarify that the Company is discussing all "material," rather than
"certain" or "certain material" tax considerations.
Pamela A. Long
Securities and Exchange Commission
May 10, 2005
Page 8
20. Delete the statement that the discussion is "for general information only"
and similar language that appears at the bottom of page 115 discussing
ERISA considerations. This language may suggest that you do not have full
responsibility under the federal securities laws for this discussion. Note
that we do not object to the statement that purchasers should consult
their tax advisors with respect to their particular circumstances.
The Company deleted the statement that the discussion is "for general
information only" and similar language discussing ERISA considerations
that appeared at the bottom of page 115 of the Company's Form S-4 filed on
March 30, 2005.
Legal Matters
21. Please identify counsel who will pass on the validity of the guarantees.
The Company revised the disclosure on page 114 to identify the counsel who
will pass on the validity of the guarantees.
Consolidated Financial Statements
General
22. We note that you refer to "independent actuaries," an "outside
consultant," and an "independent appraisal firm" in the notes to your
financial statements. Either identify these experts or delete your
references to them. We remind you that if you identify and refer to
experts, you must include their consent. Refer to Section 436(b) of
Regulation C.
The Company deleted its references to the independent actuaries, outside
consultant and independent appraisal firm that the Company referenced in
its financial statements.
23. Provide the disclosures required by Schedule II.
Because the information required by Schedule II is either immaterial to
the Company or has been included in the Notes to the Company's
Consolidated Financial Statements, the Company has omitted Schedule II.
The allowance for doubtful accounts and the inventory reserve represent
approximately 1% and 5%, respectively, of the Company's current assets at
December 31, 2004. Product warranty liability information is presented in
Note F to the Consolidated Financial Statements.
Note A - Summary of Significant Accounting Policies, page F-7
Inventories, page F-7
24. Separately state in-process inventory and finished good inventory. Refer
to Rule 5-02-6(a) of Regulation S-X.
The Company has separately stated in-process inventory and finished goods
inventory.
Pamela A. Long
Securities and Exchange Commission
May 10, 2005
Page 9
Property, Plant and Equipment, page F-7
25. Clarify the distinction between "major additions" and "betterments." Tell
us why you charge betterments to accumulated depreciation and tell us the
accounting literature that supports that policy. In addition, tell us the
amount of betterments you charged to accumulated depreciation during each
period.
The Company has revised its disclosure on page F-7 to clarify its
capitalization policy. "Major additions" would constitute capital
expenditures as opposed to expenditures for repairs and maintenance, which
are charged to operations. "Betterments" constitute major overhauls that
extend the useful life of an existing asset. The Company based this policy
on the guidance contained in the "Miller GAAP Guide - Improvement of
Depreciable Assets." The Company had no charges to accumulated
depreciation relating to "Betterments" during the three-year period ended
December 31, 2004 and has discontinued the use of this policy, which had
been used primarily with respect to its locomotive crankshaft forging
plant that is no longer operational.
Income Taxes, page F-7
26. Confirm to us, and revise your accounting policy and the disclosures in
note H and MD&A, to clarify that you record a tax valuation allowance if,
based on the weight of available evidence, it is "more likely than not"
that some portion or all of your deferred tax assets will not be realized
as required by paragraph 17 of SFAS 109. If your policy is other than as
stated above, tell us how it complies with SFAS 109.
The Company confirms that its policy is to record a tax valuation
allowance if, based on the weight of available evidence, it is more likely
that not that some or all of its deferred tax assets will not be realized
under SFAS 109. Accordingly, the Company has revised its disclosure on
pages 33, 34 and F-8.
Pamela A. Long
Securities and Exchange Commission
May 10, 2005
Page 10
Revenue Recognition, page F-8
27. We note that you recognize a majority of your revenue "when title is
transferred to the customer, typically upon shipment." Please clarify each
circumstance (excluding long-term contracts) when you recognize revenue
other than upon shipment and demonstrate how your policy for each such
circumstance complies with SAB 101 or, if there aren't any such
circumstances, delete the term "typically" from your policy. In addition,
based on your disclosures it appears to us that you provide services.
Disclose when and how you recognize service revenues and, if applicable,
separately disclose service revenues and costs and required by Rule 5-03
of Regulation S-X. Provide us a comprehensive explanation of how you
generate revenues and address if and how you have applied the guidance set
forth in EITF 00-21 for arrangements that include product and service
deliverables.
The Company confirms that the majority of its revenue is recognized upon
shipment. The exceptions relate to contracts accounted for on the
percentage-of-completion method (as described below in the response to
comment 28) and short-term contracts where the portion of the contract
representing the final payment is deferred and recorded upon completion of
installation and final customer acceptance in accordance with SAB 101, SAB
104 and EITF 00-21.
The Company provides services primarily at its capital equipment units
(field service technical support) and ILS locations (warehouse service
that consists of third-party material management under ILS's just-in-time
program for its customers). Revenue is recognized at the time the services
are completed. Total service revenue was approximately 1% of the Company's
consolidated revenues for the years ended December 31, 2004, 2003 and
2002.
28. Provide us a more comprehensive explanation of the nature of your
long-term contracts and demonstrate to us how and why you determined that
the percentage of completion method of accounting is appropriate and
complies with SOP 81-1.
The Company's capital equipment units enter into contracts to engineer,
manufacture, build and install equipment, primarily heat induction and
pipe threading equipment, to the customers' specifications. The life of a
contract ranges from six months to beyond one year, and a contract
requires customer deposits at various milestones specified in the
contract. Installation of the equipment at the customer site is usually
the last milestone.
The Company uses the percentage-of-completion method of accounting for its
long-term contracts when (1) estimates of costs to complete and extent of
progress toward completion of the contracts are reasonably dependable, (2)
the contracts have enforceable rights of the parties, specifying goods or
services to be provided and received, consideration to be exchanged, and
the manner of settlement and (3) both parties to the
Pamela A. Long
Securities and Exchange Commission
May 10, 2005
Page 11
contract are expected to fulfill their contractual obligations. The
Company's policy is appropriate and complies with SOP 81-1.
Note E - Other Assets, page F-12
29. Disclose your accounting policy for software development costs.
The Company revised its disclosure on page F-8 to include its accounting
policy for software development costs.
Note F - Accrued Expenses, page F-13
30. Present an analysis of the product warranty accrual for each year that an
income statement is presented as required by paragraph 14.b of FIN 45.
The Company revised its disclosure on page F-13 to include an analysis of
the product warranty accrual for each year that an income statement is
presented as required by 14.b of FIN 45.
Note N - Restructuring and Unusual Charges
31. Disclose how you determine the fair value of idle assets.
The Company revised its disclosure on page F-24 to include how it
determines the fair value of idle assets.
Note P - Supplemental Guarantor Information
32. Disclose that all the guarantor subsidiaries are "100% owned" as defined
by Rule 3-10(h)(1) of Regulation S-X. We note you use the term
"wholly-owned," however, that term s defined in Rule 1-02(aa) of
Regulation S-X and is not the same as the term "100% owned." If all the
guarantor subsidiaries are not "100% owned," tell us how your presentation
complies with Rule 3-10 of Regulation S-X.
The Company revised its disclosure to provide that all guarantor
subsidiaries are 100% owned.
Pamela A. Long
Securities and Exchange Commission
May 10, 2005
Page 12
Opinion of Jones Day, Exhibit 5.1
33. The legality opinion must opine on the corporate laws of the state of
incorporation for each of the guarantor subsidiaries. Therefore, please
have counsel confirm in writing that it concurs with our understanding
that counsel is opining on all applicable statutory provisions of
Illinois, Pennsylvania, and Ohio law, including the rules and regulations
underlying those provisions, and the applicable judicial and regulatory
determinations. In addition, an opinion under Delaware law must be
provided for Lallegro, Inc.
Attached hereto is a letter from Jones Day, counsel to the Company,
confirming that it concurs that it is opining on all applicable statutory
provisions of Delaware, Illinois, Pennsylvania and Ohio corporate and
limited liability company law, including the rules and regulations
underlying those provisions, and the applicable judicial and regulatory
determinations. In addition, Jones Day has revised its opinion, which is
attached as Exhibit 5.1 to the Company's amended registration statement
filed herewith, to include an opinion under Delaware law with respect to
Lallegro, Inc.
PARK-OHIO HOLDINGS CORP. FORM 10-K FOR THE YEAR ENDED
DECEMBER 31, 2004
General
34. To the extent applicable, revise your future filings to comply with the
comments related to the Form S-4 filed by your subsidiary.
Holdings will, to the extent applicable, revise its future filings to
comply with the comments related to the Form S-4 filed by the Company.
Note I, Stock Plan, page 41
35. In future filings, please present the information in the table related to
options outstanding at year end in a format where the exercise prices are
segregated into meaningful ranges. Refer to paragraph 48 of FAS 123.
Holdings will, in future filings, present the information in the table
related to options outstanding at year end in a format where the exercise
prices are segregated into meaningful ranges.
Item 9A. Controls and Procedures - Evaluations of disclosure controls and
procedures, page 52
36. We note the disclosure that your Chief Executive Officer and Chief
Financial Officer concluded that the disclosure controls and procedures
were effective, in all material respects, to ensure that information
required to be disclosed in reports filed and
Pamela A. Long
Securities and Exchange Commission
May 10, 2005
Page 13
submitted under the Exchange Act is recorded, processed, summarized, and
reported as and when required. Confirm and revise future annual and
quarterly filings to:
- clarify, if true, that your officers concluded that your
disclosure controls and procedures are effective at the
reasonable assurance level rather than in all material
respects and
- clarify, if true, that your officers concluded that your
disclosure controls and procedures are also effective for the
purpose of ensuring that information required to be disclosed
in reports filed or submitted under the Exchange Act is
accumulated and communicated to management to allow timely
decisions regarding the required disclosures. See Exchange Act
Rule 13a-15(e). Alternatively you may disclose that your
officers concluded that your disclosure controls and
procedures are effective without subsequently defining
disclosure controls and procedures.
Holdings confirms that its Chief Executive Officer and Chief Financial
Officer concluded that Holdings' disclosure controls and procedures were
effective at the reasonable assurance level. Holdings also confirms that
its officers concluded that its disclosure controls and procedures were
also effective for the purpose of ensuring that information required to be
disclosed in reports filed or submitted under the Exchange Act is
accumulated and communicated to management to allow timely decisions
regarding the required disclosures. In future annual and quarterly
filings, Holdings will make a determination as to whether its disclosure
controls and procedures are effective without subsequently defining
disclosure controls and procedures.
Please contact the undersigned at (216) 692-7004 if you have any further
questions concerning these filings. Thank you for your attention to this matter.
Very truly yours,
/s/ Robert Vilsack, Esq.
cc: Christopher M. Kelly, Esq.
Michael J. Solecki, Esq.