BACH-HAUSER, INC.
1561 Highway 3
Cayuga, Ontario N0A 1E0
October 19, 2004
Max A. Webb, Assistant Director
Katherine Hsu, Examiner
Division of Corporation Finance
Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549
Re: Bach-Hauser, Inc.
Amendment No. 1 to Preliminary Information Statement
filed on 10/14/04
File No. 0-26953
Gentlemen and Ladies:
This response letter is being filed simultaneously with Amendment
No. 1 to the Preliminary Information Statement of Bach-Hauser,
Inc. which reflects the changes in response to your comments of
October 18, 2004.
Your numbered comments are set forth below and our responses
follow.
Action 1
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1. We note your disclosure in the third paragraph regarding the
flexibility to issue shares in possible mergers,
acquisitions or other business combinations. Please revise
to include balancing disclosure regarding the possible
adverse consequences that would be material to an investor
as a result of the action. Revise to disclose that as a
result of this action, the directors may issue stock from
time to time without shareholder approval. Consider
discussing any possible anti-takeover effect that the action
may have.
Response to Comment 1
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The fourth paragraph under Action 1 has been DELETED, which
read as follows:
Although the increase in the authorized number of
shares of common stock, will not, in and of itself,
have an immediate effect on the rights of our
shareholders, any future issuance(s) of additional
shares could affect our shareholders in a number of
respects, including, but not limited to, diluting the
voting power of the current holders of our common
stock, and diluting the earnings per share and book
value per share of our common stock at such time. In
addition, the issuance of additional shares of common
stock could adversely affect the market price of our
common stock.
That fourth paragraph has been REPLACED with the following
two paragraphs:
The additional authorized shares may be issued from
time to time by the Board of Directors without further
action by our shareholders, unless shareholder approval
is required by law or regulation. Shareholders do not
have preemptive rights, and thus have no preferential
right to purchase additional shares issued by the
Company. The issuance of any additional shares of
common stock may, depending on the circumstances under
which those shares are issued, reduce shareholders'
equity per share and, unless additional shares are
issued to all shareholders on a pro rata basis (or a
shareholder purchases additional shares to maintain the
shareholder's pro rata interest), will reduce the
percentage ownership of common stock of existing
shareholders. In addition, if our Board of Directors
elects to issue additional shares of common stock, such
issuance could have a dilutive effect on the earnings
per share, voting power and shareholdings of current
shareholders.
The increase in the number of authorized shares of
common stock could also make it more difficult for a
person to acquire control of our company. While the
Amendment may have anti-takeover ramifications,
rendering it more difficult to obtain control of our
company by means of tender offer, proxy contest, merger
or otherwise, it may encourage persons seeking to
acquire our company to negotiate directly with our
Board of Directors, enabling the Board of Directors to
consider the proposed transaction in a manner that best
serves the shareholders' interest.
ACKNOWLEDGEMENTS
I, Peter L. Preston, President, Chief Executive and Financial
Officer and Director of Bach-Hauser, Inc. (the "Company"),
certify that:
1. I have reviewed the Company's Preliminary Information
Statement and amendments thereto;
2. I acknowledge that the Company is responsible for the
adequacy and accuracy of the disclosure in its filings;
3. I acknowledge that the 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 filing; and
4. I acknowledge that the Company 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.
Respectfully submitted this 19th day of October, 2004.
BACH-HAUSER, INC.
By:/s/ Peter L. Preston
Peter L. Preston, President, Chief
Executive and Financial Officer and
Director