December 3, 2004
VIA FEDERAL EXPRESS AND EDGAR
Ms. Tamara Brightwell
Division of Corporation Finance
Mail Stop 05-10
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549-0510
RE: CROMPTON CORPORATION
REGISTRATION STATEMENT ON FORM S-4, FILE NO. 333-119641
FILED OCTOBER 8, 2004
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Dear Ms. Brightwell:
On behalf of Crompton Corporation (the "Company"), enclosed please find
three copies of Amendment No. 1 ("Amendment No. 1") to the Registration
Statement on Form S-4 (Registration No. 333-119641) (as amended, the
"Registration Statement") which was filed today via EDGAR with the Securities
and Exchange Commission (the "Commission"). Additionally, we have enclosed three
copies of Amendment No. 1 which have been marked to show changes from the
Registration Statement on Form S-4 (filed with the Commission on October 8,
2004), as well as an EDGAR copy of Amendment No. 1, which includes all exhibits.
The changes in Amendment No. 1 include those made in response to the comments of
the staff of the Commission (the "Staff") set forth in your letter dated
November 4, 2004 (the "Comment Letter"). The Registration Statement also
includes changes that are intended to update, clarify or render more complete
the information contained therein.
Set forth below are the Company's responses to the comments raised in
the Comment Letter. For the convenience of the Staff, each response has been
numbered to correspond with the comments in the Comment Letter. Page numbers in
the responses refer to pages of Amendment No. 1. Capitalized terms used but not
defined herein shall have the meanings ascribed to them in Amendment No. 1.
Ms. Tamara Brightwell
Division of Corporation Finance
December 3, 2004
Page 2
FORM S-4
1. BASED UPON THE INFORMATION IN THE FEE TABLE, IT APPEARS THAT THE DUE
DATE, INTEREST RATE, AND TYPE OF GUARANTEES BEING REGISTERED DIFFER FROM THE
SENIOR NOTES AND SENIOR FLOATING RATE NOTES THAT ARE BEING REGISTERED. PLEASE
REVISE THE TABLE SO THAT THE NOTES AND THE CORRESPONDING GUARANTEES ARE
CONSISTENT.
The fee table has been revised in accordance with the Staff's comment
to clarify any inconsistencies.
2. ON A SUPPLEMENTAL BASIS, CONFIRM THAT THE OFFER WILL BE OPEN FOR A FULL
TWENTY BUSINESS DAYS. AT PRESENT, IT APPEARS THAT THE OFFER MAY BE OPEN FOR LESS
THAN THE REQUISITE TWENTY BUSINESS DAYS BECAUSE THE OFFER EXPIRES AT 5:00 P.M.
INSTEAD OF MIDNIGHT ON WHAT MAY ULTIMATELY BE THE TWENTIETH BUSINESS DAY
FOLLOWING COMMENCEMENT.
The Company hereby confirms that the exchange offer will be open for a
full twenty business days. The cover page of the prospectus has been amended to
clarify that the expiration date will be the 21st business day after the launch
of the offer.
3. PLEASE INCLUDE A SECTION CAPTIONED DESCRIPTION OF OTHER INDEBTEDNESS OR
SOMETHING SIMILAR THAT SETS FORTH THE TERMS OF ANY DEBT SENIOR TO THE NOTES.
PLEASE INCLUDE IN IT A REASONABLY DETAILED DESCRIPTION OF ANY FINANCIAL
COVENANTS.
A section captioned "Description of Other Indebtedness and
Arrangements" has been added to the prospectus in response to the Staff's
comment. The section sets forth the terms of any debt senior to or pari passu
with the Notes, and includes a description of financial covenants in accordance
with the Staff's comment.
COVER PAGE
4. PLEASE REMOVE ALL DISCLOSURE FROM THE COVER PAGE EXCEPT WHAT IS
REQUIRED BY OUR RULES TO BE ON THE COVER PAGE.
The disclosure on the cover page of the prospectus has been revised in
accordance with the Staff's comment to remove disclosures not required under
Item 2 of a Registration Statement on Form S-4.
SUMMARY
5. YOUR DISCUSSION OF THE COMPANY'S COMPETITIVE STRENGTHS AND BUSINESS
STRATEGY IS NOT APPROPRIATE FOR THE SUMMARY SECTION.
The discussion of the Company's competitive strengths and business
strategy has been removed from the Summary section of the prospectus in
accordance with the Staff's comment.
2
Ms. Tamara Brightwell
Division of Corporation Finance
December 3, 2004
Page 3
RISK FACTORS
6. PLEASE REVISE TO AVOID LANGUAGE LIKE "WE CANNOT GUARANTEE" OR "WE
CANNOT ASSURE." THE RISK IS NOT YOUR INABILITY TO ASSURE, BUT THE UNDERLYING
CIRCUMSTANCE.
The Risk Factors section has been revised in accordance with the
Staff's comment to remove the language indicated by the Staff.
7. SOME OF YOUR RISK FACTORS ARE TOO GENERIC AND DO NOT CONTAIN ENOUGH
COMPANY-SPECIFIC INFORMATION. FOR EXAMPLE, THE FIRST RISK MIGHT INDICATE THE
PERCENTAGE OF YOUR EXPENSES RAW MATERIAL COSTS REPRESENT; THE RISK ABOUT YOUR
BEING AN INTERNATIONAL COMPANY MIGHT INDICATE HOW MUCH OF YOUR REVENUE IS THE
RESULT OF INTERNATIONAL ACTIVITIES. PLEASE NOTE THAT THESE ARE ONLY EXAMPLES,
AND PLEASE REVISE.
The Risk Factors section has been revised in accordance with the
Staff's comment to provide additional company-specific information where
applicable.
CURRENT AND FUTURE LITIGATION..., PAGE 14
8. SUPPLEMENTALLY PROVIDE US WITH A COPY OF THE COMPLAINT FILED IN THE
SHAREHOLDER DERIVATIVE LAWSUIT.
A copy of the complaint, as well as the amended complaint, are
attached to this letter as Exhibit A, and are included in the package delivered
to the Staff via overnight delivery in accordance with the Staff's comment.
Those documents have not been provided via EDGAR.
HOLDERS WHO FAIL TO EXCHANGE..., PAGE 18
9. PLEASE DELETE THIS RISK FACTOR, WHICH DOES NOT SET FORTH A RISK OF
ENGAGING IN THE TRANSACTION.
The risk factor has been deleted in accordance with the Staff's
comment.
DESPITE CURRENT INDEBTEDNESS LEVELS..., PAGE 19
10. PLEASE PROVIDE A CROSS-REFERENCE TO A MORE COMPLETE DISCUSSION OF THE
FINANCIAL COVENANTS THAT THE COMPANY IS REQUIRED TO MEET.
3
Ms. Tamara Brightwell
Division of Corporation Finance
December 3, 2004
Page 4
Cross references to the Description of Notes section and the
Description of Other Indebtedness and Arrangements section have been included in
this risk factor, in accordance with the Staff's comment.
USE OF PROCEEDS, PAGE 23
11. REVISE THIS SECTION TO STATE HOW THE NET PROCEEDS FROM THE ORIGINAL
OFFER OF THE NOTES WERE USED.
The Use of Proceeds section has been revised to include disclosure
regarding how the net proceeds from the original offer of the notes were used,
in accordance with the Staff's comment.
SUMMARY OF THE TERMS OF THE EXCHANGE OFFERS
THE EXCHANGE OFFER, PAGE 30
Procedures for Tendering Old Notes, page 30
12. YOU RESERVE THE RIGHT TO WAIVE A CONDITION OR CONDITIONS OF THE
EXCHANGE OFFER AS TO PARTICULAR TENDERED SECURITIES ONLY. WHILE THIS OFFER IS
NOT SUBJECT TO THE ALL-HOLDERS REQUIREMENTS OF RULE 13E-4, WE QUESTION HOW YOU
MAY, CONSISTENT WITH THE REQUIREMENT THAT ALL THE TERMS OF THE OFFER BE FULLY
DESCRIBED, CHANGE THOSE CONDITIONS AS TO SOME SECURITY HOLDERS ONLY. MOREOVER,
IT IS NOT CLEAR HOW YOU COULD DO SO AFTER THE OFFER EXPIRES, WITHOUT EXTENDING
IT. PLEASE REVISE OR ADVISE.
The disclosure on pages 33 through 36 of the prospectus has been
revised in accordance with the Staff's comment to clarify that any waiver of a
condition or conditions will be made to all holders, and that any waivers will
take place prior to the expiration date of the exchange offer. The disclosure
has been further revised to clarify the Company's right to exercise waivers as
to individual tenders in the case of improper or defective tenders.
CONDITIONS TO THE EXCHANGE OFFER, PAGE 30
13. ALL OFFER CONDITIONS, OTHER THAN THOSE RELATING TO GOVERNMENTAL
APPROVALS NECESSARY FOR CONSUMMATION OF THE OFFER, MUST BE SATISFIED OR WAIVED
AS OF THE CONDITIONS THAT EXIST ON OR BEFORE EXPIRATION OF THE OFFER. PLEASE
REVISE THE LANGUAGE REFERENCING "ACCEPTANCE" AT THE BEGINNING OF THIS SECTION.
ALSO, CHANGE THE REFERENCE TO "AT ANY TIME" IN THE SECOND TO LAST PARAGRAPH
HERE.
4
Ms. Tamara Brightwell
Division of Corporation Finance
December 3, 2004
Page 5
The disclosure on pages 33 to 36 of the prospectus has been revised in
accordance with the Staff's comment to further clarify the circumstances of
satisfaction or waiver of offer conditions.
DESCRIPTION OF THE NEW NOTES, PAGE 35
14. PLEASE STATE THE AMOUNT OF UNSECURED DEBT HELD BY THE COMPANY AND THE
GUARANTORS.
The disclosure on page 39 of the prospectus has been revised in
accordance with the Staff's comment to state the amount of unsecured debt held
by the Company and the guarantors as of September 30, 2004.
CERTAIN UNITED STATES FEDERAL TAX CONSIDERATIONS, PAGE 72
15. REVISE THE CAPTION IN THIS SECTION TO STATE THAT ALL MATERIAL TAX
CONSEQUENCES TO NOTEHOLDERS ARE SUMMARIZED, NOT JUST "CERTAIN" TAX
CONSIDERATIONS. REVISE A SIMILAR REFERENCE IN THE "RISK FACTORS" SECTION ON PAGE
18.
The section has been revised in response to the Staff's comment to
state that all material tax consequences to noteholders are summarized.
References to this section, found on the cover page of the prospectus, in the
Table of Contents, and on page 6, have been changed accordingly.
AVAILABLE INFORMATION, PAGE 73
16. PLEASE NOTE THAT THE SEC NO LONGER HAS A PUBLIC REFERENCE ROOM IN
CHICAGO, ILLINOIS. PLEASE REVISE.
The disclosure on page 86 of the prospectus has been revised in
response to the Staff's comment to remove references to a Chicago, Illinois
public reference room.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
17. PLEASE FILE, AS EXHIBITS TO THE REGISTRATION STATEMENT, THE GOVERNANCE
DOCUMENTS RELATING TO ALL OF THE REGISTRANTS, INCLUDING THE GUARANTORS. TO THE
EXTENT THAT THESE DOCUMENTS ARE SUBSTANTIALLY SIMILAR, YOU MAY WANT TO FILE A
FORM EXHIBIT, WITH AN EXPLANATION IN THE EXHIBIT TABLE THAT THE DOCUMENT IS
SUBSTANTIALLY SIMILAR FOR SOME OR ALL OF THE REGISTRANTS.
The governance documents relating to all of the registrants have been
filed as exhibits to Amendment No. 1 in response to the Staff's comment, and the
exhibit table has been revised as appropriate.
5
Ms. Tamara Brightwell
Division of Corporation Finance
December 3, 2004
Page 6
18. FILE EXHIBIT 5.1 OR INCLUDE DRAFT OPINIONS SUPPLEMENTALLY WITH THE NEXT
AMENDMENT.
In response to the Staff's comment, Exhibit 5.1 has been filed as an
exhibit to Amendment No. 1.
If you have any questions regarding the responses to these comments or
require additional information, please contact Michael J. Zeidel at (212)
735-3259 or Stephen D. Evans at (212) 735-3546.
Very truly yours,
/s/ Michael J. Zeidel
Michael J. Zeidel
Enclosures
cc: Pamela Long
Assistant Director
Division of Corporation Finance
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549-0510
Lynn A. Schefsky, Esq.
Crompton Corporation
Joanne F. Davis, Esq.
Crompton Corporation
Phyllis G. Korff, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
6
Exhibit A
Complaint and Amended Complaint