SEC Company Response from REGAL REXNORD CORP (RRX) (CIK 0000082811) (RRX) — Apr 12, 2005
REGAL REXNORD CORP (RRX) (CIK 0000082811)
Date: April 12, 2005 · CIK: 0000082811 · Accession: 0000897069-05-000938
AI Filing Summary & Sentiment
File numbers found in text: 333-122823
Referenced dates: April 7, 2005
Letter
Mr. David Ritenour Special Counsel U.S. Securities and Exchange Commission Division of Corporation Finance 450 Fifth Street, N.W. Washington, DC 20549 Re: REGAL-BELOIT Corporation Amendment No. 1 to Registration Statement on Form S-3 Filed March 29, 2005 File No. 333-122823
Dear Mr. Ritenour:
On behalf of our client, REGAL-BELOIT Corporation, a Wisconsin corporation (the “Company”), set forth in this letter are the Company’s responses to the remaining comments of the Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) set forth in the Staff’s letter, dated April 7, 2005 (the “Comment Letter”), with respect to the above-referenced filing. The numbered items set forth below repeat (in bold italics) the comments of the Staff reflected in the Comment Letter, and following such comments are the Company’s responses (in regular type).
Enclosed please find three copies of Amendment No. 2 to the Registration Statement on Form S-3 (File No. 333-122823), which was filed today via EDGAR with the Commission.
Risk Factors – Page
2. Please revise to eliminate the second sentence of the introductory paragraph and revise as necessary to include a discussion of all material risks in your risk factors section.
In response to the Staff’s comment, the Company has revised the section captioned “Risk Factors” in the Prospectus to delete the second sentence of the introductory paragraph.
Risks associated with our shareholder agreement with GE and sales of shares by GE – Page 8
3. You appear to address several risks in this section, such as risks relating to the possibility of a decline in your stock price, as well as the risk(s) relating to the value-sharing and price-protection provisions of the shareholder agreement. Please revise to provide this disclosure under separate risk factor captions. Please also ensure that the risk factor captions reflect the risks discussed in the associated text.
BOSTON
BRUSSELS
CHICAGO
DETROIT
JACKSONVILLE
LOS ANGELES
MADISON
MILWAUKEE
NEW YORK
ORLANDO
SACRAMENTO
SAN DIEGO
SAN DIEGO/DEL MAR
SAN FRANCISCO
SILICON VALLEY
TALLAHASSEE
TAMPA
TOKYO
WASHINGTON, D.C.
WEST PALM BEACH
Mr. David Ritenour April 12, 2005
Page 2
The Company has revised the section captioned “Risk Factors” in the Prospectus in response to the Staff’s comment.
4. Please revise to explain the nature of the risk(s) associated with the existence of the value-sharing arrangement with GE currently described in the second paragraph of this risk factor.
The Company has revised the section captioned “Risk Factors” in the Prospectus in response to the Staff’s comment.
* * *
If the Staff has any questions with respect to the foregoing, it should contact the undersigned at (414) 297-5553.
Very truly yours,
/s/ Paul J. Jones
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FOLEY & LARDNER LLP
ATTORNEYS AT LAW
777 EAST WISCONSIN AVENUE
MILWAUKEE, WISCONSIN 53202-5306
414.271.2400 TEL
414.297.4900 FAX
www.foley.com
April 12, 2005
WRITER'S DIRECT LINE
414.297.5553
pjones@foley.com Email
VIA FACSIMILE AND EDGAR
CLIENT/MATTER NUMBER
015428-0137
Mr. David Ritenour
Special
Counsel
U.S. Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, DC 20549
Re:
REGAL-BELOIT
Corporation
Amendment No. 1 to Registration Statement on Form S-3
Filed March 29, 2005
File No. 333-122823
Dear Mr. Ritenour:
On
behalf of our client, REGAL-BELOIT Corporation, a Wisconsin corporation (the
“Company”), set forth in this letter are the Company’s responses to the
remaining comments of the Staff (the “Staff”) of the Securities and Exchange
Commission (the “Commission”) set forth in the Staff’s letter, dated April
7, 2005 (the “Comment Letter”), with respect to the above-referenced filing. The
numbered items set forth below repeat (in bold italics) the comments of the Staff
reflected in the Comment Letter, and following such comments are the Company’s
responses (in regular type).
Enclosed
please find three copies of Amendment No. 2 to the Registration Statement on Form S-3
(File No. 333-122823), which was filed today via EDGAR with the Commission.
Risk Factors – Page
3
2.
Please revise to eliminate the second sentence of the introductory paragraph and revise
as necessary to include a discussion of all material risks in your risk factors section.
In
response to the Staff’s comment, the Company has revised the section captioned
“Risk Factors” in the Prospectus to delete the second sentence of the
introductory paragraph.
Risks associated with
our shareholder agreement with GE and sales of shares by GE – Page 8
3.
You
appear to address several risks in this section, such as risks relating to the
possibility of a decline in your stock price, as well as the risk(s) relating
to the value-sharing and price-protection provisions of the shareholder
agreement. Please revise to provide this disclosure under separate risk factor
captions. Please also ensure that the risk factor captions reflect the risks
discussed in the associated text.
BOSTON
BRUSSELS
CHICAGO
DETROIT
JACKSONVILLE
LOS ANGELES
MADISON
MILWAUKEE
NEW YORK
ORLANDO
SACRAMENTO
SAN DIEGO
SAN DIEGO/DEL MAR
SAN FRANCISCO
SILICON VALLEY
TALLAHASSEE
TAMPA
TOKYO
WASHINGTON, D.C.
WEST PALM BEACH
Mr. David Ritenour
April 12, 2005
Page 2
The
Company has revised the section captioned “Risk Factors” in the Prospectus in
response to the Staff’s comment.
4.
Please revise to explain the nature of the risk(s) associated with the existence of the
value-sharing arrangement with GE currently described in the second paragraph of this risk
factor.
The
Company has revised the section captioned “Risk Factors” in the Prospectus in
response to the Staff’s comment.
* * *
If
the Staff has any questions with respect to the foregoing, it should contact the
undersigned at (414) 297-5553.
Very truly yours,
/s/ Paul J. Jones
Paul J. Jones
Enclosures
cc:
James
L. Packard
Henry W. Knueppel
David A. Barta
REGAL-BELOIT Corporation
Benjamin F. Garmer,
III
Jay O. Rothman
Foley & Lardner LLP