SEC Comment Letter for HIA INC (CIK 0000318189) — Dec 5, 2005
HIA INC (CIK 0000318189)
Date: Dec. 5, 2005 · CIK: 0000318189 · Accession: 0000000000-05-060682
AI Filing Summary & Sentiment
Letter
Mail Stop 7010 December 1, 2005 Alan C. Bergold President HIA, Inc. 1105 W. 122nd Avenue Westminster, CO 80234
Re: HIA, Inc. Schedule 14C File No. 0-09599 Schedule 13E-3 005-32535 Amended October 26, 2005
Dear Mr. Bergold:
We have reviewed your amended filing and have the following comments.
Revised Information Statement on Schedule 14C
General 1. We reissue comment 3. Please revise the document to clarify that each filing person found that the transaction was procedurally and substantively fair to each group of unaffiliated security holders individually, rather than collectively. Also revise the fairness discussions to clarify how each factor supports each fairness determination.
Opinion of St. Charles Capital, page 29
Comparable Company Analysis, page 32 2. Please provide a materially complete description of the Mergerstat report that resulted in the application of discounts used in this analysis. This disclosure should clearly explain the context in which Mergerstat reports the average size discounts. Also, with a view towards disclosure, supplementally provide a copy of the Mergerstat report. 3. We note that you reference "two restricted stock studies" that were used to derive the illiquidity discount. Please identify these restricted stock studies, provide a materially complete summary of these studies and expand your disclosure to explain how Charles Capital derived the 10% illiquidity discount from the results of the restricted stock studies. Also, with a view towards disclosure, supplementally provide us with a copy of the restricted stock studies. 4. Please refer to comment 21. Revise the filing to clarify what consideration the board gave to the fact that the financial advisor`s opinion addresses the fairness of the transaction to all unaffiliated security holders as a group, including those who will retain an interest in HIA and those who will be cashed out, rather than to each group separately.
Comparison of May and July Valuation Reports, page 37 5. Please file the final valuation report generated in July 2005 as an exhibit to your Schedule 13E-3. See Item 1016(c) of Regulation M- A.
Federal Income Tax Consequences, page 38 6. Please revise the discussion of the federal income tax effects of the transaction to provide a more complete discussion of the potential tax effects, including how a security holder will determine whether the cash payment is to be treated as a dividend.
Closing Comments
As appropriate, please amend your filing and respond to these comments within 10 business days or tell us when you will provide us with a response. Please contact Craig Slivka at (202) 551-3729 or Jeffery Werbitt at (202) 551-3456 with any questions.
Sincerely,
Pamela A. Long
Assistant Director
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Mail Stop 7010
December 1, 2005
Alan C. Bergold
President
HIA, Inc.
1105 W. 122nd Avenue
Westminster, CO 80234
Re: HIA, Inc.
Schedule 14C
File No. 0-09599
Schedule 13E-3
005-32535
Amended October 26, 2005
Dear Mr. Bergold:
We have reviewed your amended filing and have the following
comments.
Revised Information Statement on Schedule 14C
General
1. We reissue comment 3. Please revise the document to clarify
that
each filing person found that the transaction was procedurally and
substantively fair to each group of unaffiliated security holders
individually, rather than collectively. Also revise the fairness
discussions to clarify how each factor supports each fairness
determination.
Opinion of St. Charles Capital, page 29
Comparable Company Analysis, page 32
2. Please provide a materially complete description of the
Mergerstat
report that resulted in the application of discounts used in this
analysis. This disclosure should clearly explain the context in
which Mergerstat reports the average size discounts. Also, with a
view towards disclosure, supplementally provide a copy of the
Mergerstat report.
3. We note that you reference "two restricted stock studies" that
were used to derive the illiquidity discount. Please identify
these
restricted stock studies, provide a materially complete summary of
these studies and expand your disclosure to explain how Charles
Capital derived the 10% illiquidity discount from the results of
the
restricted stock studies. Also, with a view towards disclosure,
supplementally provide us with a copy of the restricted stock
studies.
4. Please refer to comment 21. Revise the filing to clarify what
consideration the board gave to the fact that the financial
advisor`s
opinion addresses the fairness of the transaction to all
unaffiliated
security holders as a group, including those who will retain an
interest in HIA and those who will be cashed out, rather than to
each
group separately.
Comparison of May and July Valuation Reports, page 37
5. Please file the final valuation report generated in July 2005
as
an exhibit to your Schedule 13E-3. See Item 1016(c) of Regulation
M-
A.
Federal Income Tax Consequences, page 38
6. Please revise the discussion of the federal income tax effects
of
the transaction to provide a more complete discussion of the
potential tax effects, including how a security holder will
determine
whether the cash payment is to be treated as a dividend.
Closing Comments
As appropriate, please amend your filing and respond to these
comments within 10 business days or tell us when you will provide
us
with a response. Please contact Craig Slivka at (202) 551-3729 or
Jeffery Werbitt at (202) 551-3456 with any questions.
Sincerely,
Pamela A. Long
Assistant Director
CC: Andrew L. Blair, Esq.
(303)298-0940
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Mr. Alan C. Bergold
HIA, Inc.
Page 1 of 2
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0404
DIVISION OF
CORPORATION FINANCE
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