SEC Company Response from AVOCA INC (CIK 0000316537) — Nov 3, 2004
AVOCA INC (CIK 0000316537)
Date: Nov. 3, 2004 · CIK: 0000316537 · Accession: 0000316537-04-000019
AI Filing Summary & Sentiment
Letter
October 22, 2004 Via Electronic Mail to Pressmanm@sec.gov ----------------- Mr. Michael Pressman Office of Mergers and Acquisitions Division of Corporation Finance U.S. Securities and Exchange Commission 450 West Fifth Street, N.W. Washington, D.C. 20549-0303
Re: Preliminary Schedule 14A filed October 15, 2004 File No. 0-9219
Dear Mr. Pressman:
In response to our telephone discussion of this date, we suggest the following paragraph as an addition to the section captioned Factors Considered by the Board, at page 19 of the revised Proxy:
Though the Board engaged Chaffe & Associates to assess the fairness of the Split Transaction to the unaffiliated Stockholders from a financial point of view, no separate representative was engaged to assess the fairness from a procedural point of view. The Board, nonetheless, considers the Split Transaction to be procedurally fair to the unaffiliated Shareholders. The Board, none of whom are employees of the Company, examined and discussed the procedures to be followed in approving and implementing the Split Transaction, with the assistance of its Corporate Counsel, and found the procedures to be compliant with both the Company's charter and Louisiana law. The Board also considered that the Stockholders still have the opportunity, upon review of the information contained herein and otherwise available to them, to adjust the number of Pre-Split Shares owned to either avoid or take advantage of the cash-out feature of the Split Transaction. Given the relatively insignificant impact on the Stockholders' interests, as a whole, in the Company as a result of the Split Transaction, no further examination of the procedural fairness the reverse stock split was deemed necessary.
Yours very truly,
J. Timothy Betbeze
327002/83000
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<TEXT>
[MILLING BENSON WOODWARD L.L.P.]
October 22, 2004
Via Electronic Mail to
Pressmanm@sec.gov
-----------------
Mr. Michael Pressman
Office of Mergers and Acquisitions
Division of Corporation Finance
U.S. Securities and Exchange Commission
450 West Fifth Street, N.W.
Washington, D.C. 20549-0303
Re: Preliminary Schedule 14A filed October 15, 2004
File No. 0-9219
Dear Mr. Pressman:
In response to our telephone discussion of this date, we suggest the
following paragraph as an addition to the section captioned Factors Considered
by the Board, at page 19 of the revised Proxy:
Though the Board engaged Chaffe & Associates to assess the fairness of
the Split Transaction to the unaffiliated Stockholders from a financial
point of view, no separate representative was engaged to assess the
fairness from a procedural point of view. The Board, nonetheless,
considers the Split Transaction to be procedurally fair to the
unaffiliated Shareholders. The Board, none of whom are employees of the
Company, examined and discussed the procedures to be followed in
approving and implementing the Split Transaction, with the assistance
of its Corporate Counsel, and found the procedures to be compliant with
both the Company's charter and Louisiana law. The Board also considered
that the Stockholders still have the opportunity, upon review of the
information contained herein and otherwise available to them, to adjust
the number of Pre-Split Shares owned to either avoid or take advantage
of the cash-out feature of the Split Transaction. Given the relatively
insignificant impact on the Stockholders' interests, as a whole, in the
Company as a result of the Split Transaction, no further examination of
the procedural fairness the reverse stock split was deemed necessary.
Yours very truly,
J. Timothy Betbeze
327002/83000
</TEXT>
</DOCUMENT>