SEC Company Response from MSO HOLDINGS INC (CIK 0000771556) — Dec 1, 2005

MSO HOLDINGS INC (CIK 0000771556)
Date: Dec. 1, 2005 · CIK: 0000771556 · Accession: 0000897069-05-002837

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AI Filing Summary & Sentiment

Date

December 2, 2005

Author

Senior Counsel

Form

CORRESP

Company

MSO HOLDINGS INC (CIK 0000771556)

Letter

Via EDGAR CLIENT/MATTER NUMBER 028295-0101 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Attention: John L. Krug Re: MSO Holdings, Inc. Preliminary Information Statement filed November 18, 2005

Dear Mr. Krug:

On November 18, 2005, MSO Holdings, Inc., a Delaware corporation (“MSO”), filed the above-referenced preliminary Information Statement (the “Information Statement”). On November 21, 2005, MSO received a letter from Jeffrey Riedler (the “November 21 Letter”) which set forth the following comment to Action No. 1 of the Preliminary Information Statement:

Action No. 1: Approval of the amended and restated certificate of incorporation

Please expand the discussion to state whether you have any plan, commitment, arrangement, understanding, or agreement, written or oral, regarding the issuance of the blank check preferred stock subsequent to the authorization of such shares.

In response to the foregoing comment, MSO has inserted the following two sentences into the disclosure set forth in Action No. 1 in the definitive Information Statement to be mailed to stockholders:

“We have no present plan, commitment, arrangement, understanding, or agreement, whether written or oral, regarding the issuance of the blank check preferred stock. In addition, the ability of our Board of Directors to determine the rights of such preferred stock without stockholder approval terminates at the closing of the Company’s next equity financing.

In addition, pursuant to the November 21 Letter, this will confirm that MSO acknowledges that: (i) MSO understands that is responsible for the adequacy and accuracy of the disclosures in the Information Statement, (ii) staff comments or changes to disclosures in response to staff comments, do not foreclose the Commission or the staff from taking any action with respect to the Information Statement; and (iii) MSO may not assert this action as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

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

December 2, 2005 Page 2

Please call the undersigned at (619) 685-4604 or fax the undersigned at (619) 234-3510 with any questions or comments you may have. Thank you for your assistance.

Very
truly yours,
/s/
Adam Lenain
Adam Lenain
Senior Counsel

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CORRESP
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FOLEY & LARDNER LLP
ATTORNEYS AT LAW

402 W. Broadway, Suite 2300

San Diego, CA 92101-3542

619.234.6655 TEL

619.234.3510 FAX

www.foley.com

December 2, 2005

WRITER'S DIRECT LINE

619.685.4604

alenain@foley.com Email

Via EDGAR

CLIENT/MATTER NUMBER

028295-0101

Securities and Exchange
Commission
100 F Street, N.E.
Washington, DC 20549
Attention: John L. Krug

Re:
MSO
Holdings, Inc.
Preliminary Information Statement filed November 18, 2005

Dear Mr. Krug:

On
November 18, 2005, MSO Holdings, Inc., a Delaware corporation (“MSO”),
filed the above-referenced preliminary Information Statement (the “Information
Statement”). On November 21, 2005, MSO received a letter from Jeffrey Riedler (the
“November 21 Letter”) which set forth the following comment to Action No. 1 of
the Preliminary Information Statement:

Action
No. 1: Approval of the amended and restated certificate of incorporation

Please
expand the discussion to state whether you have any plan, commitment, arrangement,
understanding, or agreement, written or oral, regarding the issuance of the blank check
preferred stock subsequent to the authorization of such shares.

In
response to the foregoing comment, MSO has inserted the following two sentences into the
disclosure set forth in Action No. 1 in the definitive Information Statement to be mailed
to stockholders:

“We
have no present plan, commitment, arrangement, understanding, or agreement, whether
written or oral, regarding the issuance of the blank check preferred stock. In addition,
the ability of our Board of Directors to determine the rights of such preferred stock
without stockholder approval terminates at the closing of the Company’s next equity
financing.

In addition, pursuant
to the November 21 Letter, this will confirm that MSO acknowledges that: (i) MSO
understands that is responsible for the adequacy and accuracy of the disclosures in the
Information Statement, (ii) staff comments or changes to disclosures in response to staff
comments, do not foreclose the Commission or the staff from taking any action with respect
to the Information Statement; and (iii) MSO may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the federal securities laws of
the United States.