SecProbe.io

CORRESP
1
filename1.htm

Timothy P. Scanlan
Mestek,
Inc.
413-564-5849

                                          July 18, 2005

VIA EDGAR TRANSMISSION

Ms. Jennifer Hardy
Legal
Branch Chief
Division Of Corporation Finance
Securities
and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Mail
Stop: 0304

      Re:
Mestek, Inc.
              Preliminary
Information Statement on Schedule 14C
              Filed June 23, 2005

              File No. 001-00448

Dear Ms. Hardy:

        On
behalf of Mestek, Inc., a Pennsylvania corporation (“Mestek”) and Omega Flex,
Inc., a Pennsylvania corporation (the “Registrant” or “Omega”), we
transmit herewith for filing with the Securities and Exchange Commission (the
“Commission”) pursuant to Rules 101(a)(i) and (iii) of Regulation S-T under the
Commission’s Electronic Data Gathering and Retrieval System, and Section 6 of
Regulation C under the Securities Act of 1933, as amended (the “Securities Act”)
Mestek’s revised preliminary information statement (the “Information
Statement”) relating to the distribution of its shares of Omega to its stockholders,
as described therein.

        We
are providing you with responses to the comments received from the Commission’s Staff
(the “Staff”) by letter dated July 5, 2005 (the “Comment Letter”),
with respect to Mestek’s Information Statement. For the Staff’s convenience, the
Staff’s comments have been restated below in bold type (the numbers thereof
corresponding to the numbers of the Staff’s comments contained in the Comment Letter)
and Mestek’s responses have been set forth below in italics. The Information
Statement reflects Mestek’s responses to the Comment Letter. For the further
convenience of the Staff, to the extent there have occurred pagination changes with
respect to certain text contained in the Information Statement filed with the Commission
on June 23, 2005, we have indicated the new page numbers on which the beginning of such
revised text now appears in the Information Statement. All capitalized terms used and not
defined herein have the respective meanings assigned to them in the Comment Letter.

        Courtesy
copies of this letter and of the Information Statement are being concurrently provided via
Federal Express overnight delivery directly to the attention of Ms. Jennifer Hardy and Mr.
Andrew Schoeffler.

         Preliminary
Information Statement on Schedule 14C

Cover Page of Schedule
14C

     1.
          We reviewed your response to comment 4 of our letter dated May 25, 2005. It
          does not appear that you have revised your cover page to reflect the information
          disclosed in your response. Please revise accordingly.

Pursuant to the Staff’s
request, Mestek has revised the cover page to reflect the information previously set forth
in our response to comment 4 of your letter dated May 25, 2005.

Summary

     2.
          We note your response to prior comment 11. Please revise your disclosure to
          briefly specify the measure(s) upon which you base your statement that you are a
          leading manufacture of flexible metal hose.

Pursuant to the Staff’s
request, Mestek has updated the relevant sections of the Information Statement on pages
1 and 49 to specify the measures upon which we base our statement that we are a leading
manufacuter of flexible metal hose.

Unaudited Pro Forma
Financial Statements

3.     Please
correct the following typographical errors:

o

On page 36, please align the adjustment of ($l,732) to intercompany receivable from
parent under the adjustment column, instead of the historical column.

o

On page 36, please change the reference to the adjustment of $1,716 to paid in capital
to (3), instead of (l).

o

In the introductory paragraph on page 37, please revise your disclosures to indicate
that your pro forma balance sheet gives effect to the spin-off as if it occurred
on March 31, 2005.

We have corrected the typographical
errors on pages 36 and 37.

     4.
          We have reviewed your response to comment 28 of our letter dated May 25,
          2005. In the disclosures to income statement adjustment (4), please clarify the
          purpose of the pro forma adjustment of 1,110 shares to basic weighted average
          shares outstanding. It appears that this adjustment reflects the assumption that
          the President and Senior Vice President exercised their options on January 1,
          2004.

Pursuant to the Staff’s
request, we have clarified the disclosure on page 33 to indicate that the purpose of the
pro forma adjustment to basic weighted average shares outstanding was to adjust the historical
basic weighted average shares, which reflect the exercise of Omega Flex incentive stock options
by Kevin Hoben, President, and Mark Albino, Senior Vice President, on October 12, 2004, to the
pro forma basic weighted average shares, which reflect the hypothetical exercise of these options
on January 1, 2004. The historical diluted weighted average shares
outstanding reflect the hypothetical exercise of these options as of January 1, 2004.

Unrelated to this matter, we have
corrected the total number of outstanding shares from 10,151,794 to 10,153,633 which has
resulted in small adjustments to the basic and diluted weighted average share figures in
the pro forma and historical columns. As a result, adjustment (4) has now changed from
1,110 to 1,120.

Management’s
Discussion and Analysis of Financial Condition and Results of Operations

     5.
          We reviewed your response to comments 34 and 36 of our letter dated May 25,
          2005. It does not appear that your non-GAAP financial measure complies with the
          requirements of Item 10(e) of Regulation S-K. as you are excluding certain items
          that appear to be recurring. Please revise accordingly. In preparing your
          response, please see Question 8 of the “Frequently Asked Questions
          Regarding the Use of Non-GAAP Financial Measures,” which is available on
          our website at www.sec.gov.

Both of the non-GAAP financial
measures used in the MD&A portion of the Form 10, “Core Operating Earnings”
and “Adjusted EBITDA”, do in fact exclude a “recurring item,” Stock
Based Compensation. The reason for this is that this particular recurring item will
disappear as and when the distribution occurs by agreement between Omega. and its
management shareholders, Kevin Hoben and Mark Albino. Specifically, as disclosed in Notes
12 and 14 to the historical financial statements, and in the explanation to balance sheet
adjustment (3) to the pro forma financial statements, the shareholder ‘put’
rights held by the management shareholders pursuant to the Shareholder Agreement between
the parties dated July 1, 1996,and which are the basis for the Stock Based Compensation
charges, will be eliminated coincident with the termination of the Shareholder Agreement.
The termination of the Shareholder Agreement and the ‘put’ right will occur
immediately prior to the effective date of the distribution date and will effectively
revere the above historical charges and eliminate any such charges in the future.

We would also note that the answer
to Question 8 of the “Frequently Asked Questions Regarding the Use of Non-GAAP
Financial Measures,” found at the SEC website at www.sec.gov and
cited by the Staff, supports our use of the above non-GAAP financial measures. The answer
reads in part, “[whether a non-GAAP financial measure that eliminates a recurring
item or items from the most directly comparable GAAP financial measure is acceptable
depends upon all of the facts and circumstances]. Such measures more likely would be
permissible if management reasonably believes it is probable that the financial impact of
the item will disappear or become immaterial within a near term finite period.”
[Emphasis added.] We believe the exclusion of the “recurring item” is
appropriate in this particular case given the facts noted above.

Our Management

Committees of the Board
of Directors

     6.
          Please identify the members of each committee of the board of directors.

Pursuant to the Staff’s
request, Mestek has revised the Information Statement on page 63 to identify the members
of each committee of the Registrant’s board of directors.

Report of Independent
Registered Public Accounting Firm, page F-1

7.     Please
include a report from your auditors that:

o

Excludes the preamble regarding the stock split, as it appears that you completed your
stock split on  June 23, 2005.

o
Includes
the dual-date for notes 1 and 14, given that the stock split has now been completed.

o

Includes, in the second paragraph, the statement “The Company is not required to
have, nor were we  engaged to perform, an audit of its internal control over
financial reporting.” See Center for  Public Company Audit Finns Alert #46,
dated March 22, 2005.

A revised report from our auditors
has been filed on page F-1 to reflect the Staff’s request.

Draft Tax Opinion

     8.
          We note counsel’s opinion here and in the information statement that
          neither Mestek nor its security holders should recognize any gain or loss as a
          result of the spin-off Since counsel is providing a “should” opinion
          instead of a “will” opinion, counsel must (i) explain why it cannot
          give a will opinion, (ii) describe the degree of uncertainty in its opinion and
          (iii) provide risk factor and other appropriate disclosure in the “U.S.
          Federal Income Tax Consequences” section setting forth the risks to
          investors from obtaining a “should” opinion.

Mestek advises the Staff that
counsel has revised its legal opinion to state that neither Mestek nor its security
holders “will” recognize any gain or loss as a result of the spin-off. Mestek is
supplementally providing the Staff with a revised copy of the tax opinion. In addition, we
have revised the disclosure on pages 24 and 25 to change the description of the opinion
from “should” to “will.”

     9.
          We reference your statements in the last and next to last paragraphs that you
          assume no obligation to update the opinion and that the opinion is as of the
          date hereof. Please note that either the opinion must be dated as of the date of
          effectiveness or you must delete these sentences.

Mestek advises the Staff that
counsel’s legal opinion shall be dated the date of effectiveness.

     10.
          Please delete the information set forth in the third clause of the last
          paragraph since security holders must be entitled to rely on the opinion.

Mestek advises the Staff that
counsel has revised its legal opinion to delete the information set forth in the third
clause of the last paragraph.

        Mestek
and Omega each hereby acknowledge that (i) Mestek and Omega are responsible for the
adequacy and accuracy of the disclosure in its filings, (ii) staff comments or changes to
disclosure in response to staff comments do not foreclose the Commission from taking any
action with respect to the filings; and (iii) neither Mestek nor Omega may 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.

        Should
any member of the Staff have any questions or comments concerning this filing or the
enclosed materials transmitted herewith, or desire any further information or
clarification in respect of the Information Statement please do not hesitate to contact
the undersigned at the number indicated on the first page of this letter.

Sincerely,

Mestek, Inc.

BY: /S/ Timothy P. Scanlan
——————————————

Timothy P. Scanlan
Associate General Counsel

CC:

John E. Reed
Kevin R. Hoben
Michael L. Pflaum, Esq.