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SEC Company Response from NEWS COMMUNICATIONS INC (CIK 0000794487) — Sep 15, 2005

NEWS COMMUNICATIONS INC (CIK 0000794487)
Date: Sept. 15, 2005 · CIK: 0000794487 · Accession: 0000950117-05-003698

AI Filing Summary & Sentiment

File numbers found in text: 000-18299

Date
September 15, 2005
Author
Not clearly detected
Form
CORRESP
Company
NEWS COMMUNICATIONS INC (CIK 0000794487)

Letter

Via Edgar Transmission Mr. Daniel F. Duchovny, Esq. Attorney-Advisor Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Schedule 13E-3 filed July 13, 2005 File No. 005-41485

Re: News Communications, Inc. Preliminary Schedule 14C filed July 13, 2005 File No. 000-18299

Dear Mr. Duchovny:

Set forth below is the response on behalf of News Communications, Inc. (the "Company") to the comments of the staff (the "Staff") of the Securities and Exchange Commission (the "Commission") contained in the letter, dated August 12, 2005 (the "Comment Letter"), concerning the Preliminary Schedule 14C and Schedule 13E-3 filed on July 13, 2005. For your convenience and to facilitate your review, we have set forth herein each comment of the Staff contained in the Comment Letter followed by our response. In this Comment Response Letter unless the context otherwise requires, the words "we", "us" and "our" refer to the Company. Also attached are the revised filings on Schedule 13E-3 and Schedule 14C . Each page is marked to show the changes from the documents filed on July 13, 2005.

Schedule 13E-3

Item 3. Identity and Background of the Filing Person

1. Please ensure that the information disclosed in this section regarding your officers and directors is included in the information delivered to security holders.

Alternatively, address why you do not believe that such information is required to be delivered.

We have revised the disclosure in the Preliminary Information Statement to include the information requested by Item 3.

<TABLE> <S> <C> <C> <C> <C> <C> <C> <C> NEW YORK CHARLOTTE CHICAGO IRVING LOS ANGELES PALO ALTO WASHINGTON, DC WWW.KATTENLAW.COM </TABLE>

A law partnership including professional corporations

<PAGE>

KattenMuchinRosenman LLP

September 15, 2005 Page 2

Item 13. Financial Information

2. Please revise to clarify that you are incorporating by reference the financial information required by Item 1010(a) of Regulation M-A. We note the disclosure under "Documents Incorporate by Reference" on page 24 of the information statement. The information currently reference appears to be provided pursuant to Item 1010(c) and Instruction 1 to Item 13 of Schedule 13E-3. Please revise accordingly. Further, tell us why you believe the pro forma information requirement of Item 1010(b) of Regulation M-A is not applicable.

We have revised the disclosure to clarify that we are incorporating by reference the financial information required by Item 1010(a).

We do not believe that pro forma financial information should be presented because the changes resulting from the reverse stock split will be immaterial. The financial condition and operations of the Company will not be impacted by the transaction. The net impact of the reverse stock split will be to decrease the number of outstanding shares by approximately .1% (based on the ratio of outstanding to authorized shares both pre and post split), which will not result in a material change to the line items for earning (loss) per common share and weighted number of common shares outstanding other than the proportionate change resulting from the reverse stock split.

Preliminary Information Statement

Summary, page 1

3. Expand the discussion of the fairness of the transaction to address the fairness from a procedural view as well. We note that the fairness determination required by Item 1014 of Regulation M-A contemplates that the determination address both substantive and procedural fairness.

We have revised the disclosure as requested.

Financial Information, page 3

4. Please provide the ratio of earnings to fixed charges required by Item 1010(c)(4) of Regulation M-A.

We have added the required disclosure.

Special Factors

<PAGE>

KattenMuchinRosenman LLP

September 15, 2005 Page 3

5. The information required by Items 7, 8 and 9 of Schedule 13E-3 must appear in a "Special Factors" section at the beginning of the information statement, immediately following the Summary section. See Rule 13e-3(e)(1)(ii). Please revise the information statement to include this information in a "Special Factors" section in the beginning of the document.

We have revised the disclosure as requested.

Background, page 9

6. Expand the first paragraph of this section to more specifically describe the company's initial decision to explore going private. The board meeting on January 12, 2005 appears to have been the first time the board considered this course of action. Expand to briefly summarize the discussion held and the reason this was discussed at that meeting.

We have revised the disclosure as requested.

7. Please expand your disclosure of the events that took place between January 12 and May 4, 2005. Please include additional detail regarding the meetings that took place between your management and board of directors and any meetings with advisors. We note that the company issued notes and shares during this time. Did this action have any impact on the company's consideration of the going private transaction?

We have revised the disclosure as requested. The sale of the securities occurred in our normal course of business and was undertaken to raise funds for working capital purposes. These sales did not impact on the Company's consideration of the proposed reverse stock split and going private transaction.

8. We note that at a May 4, 2005 meeting with your legal counsel, that counsel presented the "mechanics of the transaction." Please disclose when you determined that a reverse stock split was the type of transaction you would effect to reduce the number of security holders.

We have revised the disclosure as requested.

<PAGE>

KattenMuchinRosenman LLP

September 15, 2005 Page 4

9. At that same meeting, it appears that you appointed Mr. Mendelsohn as a special independent committee. If this is the case, please describe his duties, the extent of his authority to explore alternative transactions and whether he had the authority to hire his own advisors. Additionally, clarify the reference to the purchase price paid on prior transactions in the penultimate sentence of this third paragraph. Are you referring to prior transactions that you engaged in or to comparable third-party transactions in your industry?

At the May 4, 2005 meeting of the board of directors, the board determined that a special committee was not warranted. The board anticipated that the number of fractional shares resulting from the reverse stock split, and the corresponding cost to us, would be relatively minimal (in fact, it will be approximately $55,000, plus expenses). Given the potential cost of financial advisory firms and fairness opinions, the Board determined that it would be against prudent business judgment and the stated goal of preserving limited corporate resources to incur any significant cost associated with retaining a financial adviser where such cost could not be justified by the minimum value of the service. Based on these concerns, Mr. Mendelsohn agreed to review the terms of a proposed transaction and make recommendations to the board regarding an appropriate reverse stock split ratio and a fair price to be paid to holders of fractional interest. Accordingly, the board entrusted Mr. Mendelsohn to make recommendations to the board.

We have revised the disclosure to clarify that references to purchase price are limited to those transactions in which the Company sold equity securities to purchasers.

Alternatives Considered, page 10

10. We note that Nevada law does not provide dissenters' rights in connection with this transaction. Discuss whether this was a factor in setting the structure of this going private transaction. That is, how did the board consider the lack of appraisal rights in choosing the method by which to take the company private? Would appraisal rights have been available had you chosen a different means?

The board determined to approve and proceed with a reverse stock split following an analysis of the cost and certainty of the transaction in order to achieve a significant reduction in the number of stockholders of record. The board did not consider the lack of appraisal rights in choosing a reverse stock split as the type of transaction that could best achieve our goals. Furthermore, none of the alternative transactions considered would necessarily have provided for appraisal rights.

Reasons for the Structure and Timing of the Transaction, page 11

<PAGE>

KattenMuchinRosenman LLP

September 15, 2005 Page 5

11. It appears that the factors cited in support for the timing of the reverse stock split have been present for some time. Thus, please discuss why you chose to engage in a going private transaction at this time as opposed to any other time in the company's public company history. Refer to Item 1013(c) of Regulation M-A.

We have revised the disclosure as requested.

Going Private Transaction; Effects, page 11

12. The disclosure here is incomplete because it fails to discuss the effects, both positive and negative, of the reverse stock split on security holders. Please revise to address.

We have revised the disclosure as requested.

13. We note your reference to possible trading of your shares in the pink sheets. Please describe the nature of this service, and the eligibility and disclosure requirements with respect to your shares.

We have revised the disclosure as requested.

14. Please explain whether you considered using an alternative ratio that would have enabled some unaffiliated security holders to retain an ownership interest in your company while still sufficiently reducing the total number of security holders so that you may seek to terminate your Exchange Act reporting obligations. See Item 1013(c) of Regulation M-A.

We have revised the disclosure as requested.

15. Disclose any disadvantages of going private considered by the board. If the board did not consider any disadvantages, please state so.

We have revised the disclosure as requested.

Fairness of the stock splits, Page 16

<PAGE>

KattenMuchinRosenman LLP

September 15, 2005 Page 6

16. Expand to clarify that the fairness determination addresses the fairness of the transaction to unaffiliated security holders who will be cashed out and unaffiliated security holders who will continue to hold shares. We note the "Summary" appears to address the fairness to both categories but it is unclear what consideration was given to the separate categories in assessing fairness. Accordingly, clarify the board's consideration of the factors with respect to each category of unaffiliated security holder. Finally, it is unclear how certain of the factors support the determination. Please expand to clarify.

We have revised the disclosure as requested.

17. We note your statement that your board considered "current market price, historical market price and the purchase prices paid in prior purchases" to support its conclusion as to the fairness of the merger. Revise your document to ensure that you have provided a reasonably detailed discussion of each material factor forming the basis for your fairness determination in accordance with Item 1014(b) of Regulation M-A. A listing of the factors considered, without a discussion of how that factor relates to the determination that the transaction is fair to the unaffiliated security holders (i.e., how each factor was analyzed) is inadequate. See In the Matter of Meyers Parking Systems Inc., Securities Exchange Act Rel. No. 26069 (September 12, 1988). For example, we note that you simply mention the current market price, historical market price and the purchase prices paid in prior purchases without describing any analysis or results of an analysis. We also note the lack of consideration of a net book value, a going concern value, and a liquidation value. If true, indicate why any factor was not- material to this transaction. If any of these factors were disregarded or not considered despite being material, please discuss the reasons why those factors were disregarded or not considered. If any of these factors indicated a higher value than the $1.10 per share to be paid to the unaffiliated shareholders, your discussion should address that difference and include a statement as to the basis for the belief that the transaction is fair despite the difference in value. See Questions 20 and 21 in Exchange Act Release No. 17719 (April 13, 1981) for guidance in revising your disclosure. Quantify the factors to the extent practicable.

We have revised the disclosure as requested.

18. We note that you are not seeking security holder approval of the reverse stock split and that you did not appoint an unaffiliated representative to act on behalf of unaffiliated security holders. Please explain how your board determined the procedural fairness of the reverse stock split despite the lack of these procedural protections.

We have revised the disclosure as requested.

<PAGE>

KattenMuchinRosenman LLP

September 15, 2005 Page 7

19. We note that the disclosure under the bullet points entitled "Determination of Reverse Split Ratio," "Liquidity for Remaining Unaffiliated Stockholders," and "Cashed Out Stockholders" describes reasons for the transaction. Please expand your disclosure t

Show Raw Text
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<PAGE>

                                                      KattenMuchinRosenman LLP

                                                      575 Madison Avenue
                                                      New York, NY 10022-2585
                                                      212.940.8800 tel
                                                      212.940.8776 fax

                                                      PAUL J. POLLOCK
                                                      paul.pollock@kattenlaw.com
                                                      212.940.8555 direct
                                                      212.894.5511 fax

September 15, 2005

Via Edgar Transmission

Mr. Daniel F. Duchovny, Esq.
Attorney-Advisor
Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549

Re: News Communications, Inc.
    Preliminary Schedule 14C filed July 13, 2005
    File No. 000-18299

    Schedule 13E-3 filed July 13, 2005
    File No. 005-41485

Dear Mr. Duchovny:

Set forth below is the response on behalf of News Communications, Inc. (the
"Company") to the comments of the staff (the "Staff") of the Securities and
Exchange Commission (the "Commission") contained in the letter, dated August 12,
2005 (the "Comment Letter"), concerning the Preliminary Schedule 14C and
Schedule 13E-3 filed on July 13, 2005. For your convenience and to facilitate
your review, we have set forth herein each comment of the Staff contained in the
Comment Letter followed by our response. In this Comment Response Letter unless
the context otherwise requires, the words "we", "us" and "our" refer to the
Company. Also attached are the revised filings on Schedule 13E-3 and Schedule
14C . Each page is marked to show the changes from the documents filed on July
13, 2005.

Schedule 13E-3

Item 3. Identity and Background of the Filing Person

1.       Please ensure that the information disclosed in this section regarding
         your officers and directors is included in the information delivered to
         security holders.

         Alternatively, address why you do not believe that such information is
         required to be delivered.

         We have revised the disclosure in the Preliminary Information Statement
         to include the information requested by Item 3.

<TABLE>
<S>          <C>         <C>       <C>      <C>           <C>         <C>              <C>
 NEW YORK    CHARLOTTE   CHICAGO   IRVING   LOS ANGELES   PALO ALTO   WASHINGTON, DC   WWW.KATTENLAW.COM
</TABLE>

              A law partnership including professional corporations

<PAGE>

                                                      KattenMuchinRosenman LLP

September 15, 2005
Page 2

Item 13. Financial Information

2.       Please revise to clarify that you are incorporating by reference the
         financial information required by Item 1010(a) of Regulation M-A. We
         note the disclosure under "Documents Incorporate by Reference" on page
         24 of the information statement. The information currently reference
         appears to be provided pursuant to Item 1010(c) and Instruction 1 to
         Item 13 of Schedule 13E-3. Please revise accordingly. Further, tell us
         why you believe the pro forma information requirement of Item 1010(b)
         of Regulation M-A is not applicable.

         We have revised the disclosure to clarify that we are incorporating by
         reference the financial information required by Item 1010(a).

         We do not believe that pro forma financial information should be
         presented because the changes resulting from the reverse stock split
         will be immaterial. The financial condition and operations of the
         Company will not be impacted by the transaction. The net impact of the
         reverse stock split will be to decrease the number of outstanding
         shares by approximately .1% (based on the ratio of outstanding to
         authorized shares both pre and post split), which will not result in a
         material change to the line items for earning (loss) per common share
         and weighted number of common shares outstanding other than the
         proportionate change resulting from the reverse stock split.

Preliminary Information Statement

Summary, page 1

3.       Expand the discussion of the fairness of the transaction to address the
         fairness from a procedural view as well. We note that the fairness
         determination required by Item 1014 of Regulation M-A contemplates that
         the determination address both substantive and procedural fairness.

         We have revised the disclosure as requested.

Financial Information, page 3

4.       Please provide the ratio of earnings to fixed charges required by Item
         1010(c)(4) of Regulation M-A.

         We have added the required disclosure.

Special Factors

<PAGE>

                                                      KattenMuchinRosenman LLP

September 15, 2005
Page 3

5.       The information required by Items 7, 8 and 9 of Schedule 13E-3 must
         appear in a "Special Factors" section at the beginning of the
         information statement, immediately following the Summary section. See
         Rule 13e-3(e)(1)(ii). Please revise the information statement to
         include this information in a "Special Factors" section in the
         beginning of the document.

         We have revised the disclosure as requested.

Background, page 9

6.       Expand the first paragraph of this section to more specifically
         describe the company's initial decision to explore going private. The
         board meeting on January 12, 2005 appears to have been the first time
         the board considered this course of action. Expand to briefly summarize
         the discussion held and the reason this was discussed at that meeting.

         We have revised the disclosure as requested.

7.       Please expand your disclosure of the events that took place between
         January 12 and May 4, 2005. Please include additional detail regarding
         the meetings that took place between your management and board of
         directors and any meetings with advisors. We note that the company
         issued notes and shares during this time. Did this action have any
         impact on the company's consideration of the going private transaction?

         We have revised the disclosure as requested. The sale of the securities
         occurred in our normal course of business and was undertaken to raise
         funds for working capital purposes. These sales did not impact on the
         Company's consideration of the proposed reverse stock split and going
         private transaction.

8.       We note that at a May 4, 2005 meeting with your legal counsel, that
         counsel presented the "mechanics of the transaction." Please disclose
         when you determined that a reverse stock split was the type of
         transaction you would effect to reduce the number of security holders.

         We have revised the disclosure as requested.

<PAGE>

                                                      KattenMuchinRosenman LLP

September 15, 2005
Page 4

9.       At that same meeting, it appears that you appointed Mr. Mendelsohn as a
         special independent committee. If this is the case, please describe his
         duties, the extent of his authority to explore alternative transactions
         and whether he had the authority to hire his own advisors.
         Additionally, clarify the reference to the purchase price paid on prior
         transactions in the penultimate sentence of this third paragraph. Are
         you referring to prior transactions that you engaged in or to
         comparable third-party transactions in your industry?

         At the May 4, 2005 meeting of the board of directors, the board
         determined that a special committee was not warranted. The board
         anticipated that the number of fractional shares resulting from the
         reverse stock split, and the corresponding cost to us, would be
         relatively minimal (in fact, it will be approximately $55,000, plus
         expenses). Given the potential cost of financial advisory firms and
         fairness opinions, the Board determined that it would be against
         prudent business judgment and the stated goal of preserving limited
         corporate resources to incur any significant cost associated with
         retaining a financial adviser where such cost could not be justified by
         the minimum value of the service. Based on these concerns, Mr.
         Mendelsohn agreed to review the terms of a proposed transaction and
         make recommendations to the board regarding an appropriate reverse
         stock split ratio and a fair price to be paid to holders of fractional
         interest. Accordingly, the board entrusted Mr. Mendelsohn to make
         recommendations to the board.

         We have revised the disclosure to clarify that references to purchase
         price are limited to those transactions in which the Company sold
         equity securities to purchasers.

Alternatives Considered, page 10

10.      We note that Nevada law does not provide dissenters' rights in
         connection with this transaction. Discuss whether this was a factor in
         setting the structure of this going private transaction. That is, how
         did the board consider the lack of appraisal rights in choosing the
         method by which to take the company private? Would appraisal rights
         have been available had you chosen a different means?

         The board determined to approve and proceed with a reverse stock split
         following an analysis of the cost and certainty of the transaction in
         order to achieve a significant reduction in the number of stockholders
         of record. The board did not consider the lack of appraisal rights in
         choosing a reverse stock split as the type of transaction that could
         best achieve our goals. Furthermore, none of the alternative
         transactions considered would necessarily have provided for appraisal
         rights.

Reasons for the Structure and Timing of the Transaction, page 11

<PAGE>

                                                      KattenMuchinRosenman LLP

September 15, 2005
Page 5

11.      It appears that the factors cited in support for the timing of the
         reverse stock split have been present for some time. Thus, please
         discuss why you chose to engage in a going private transaction at this
         time as opposed to any other time in the company's public company
         history. Refer to Item 1013(c) of Regulation M-A.

         We have revised the disclosure as requested.

Going Private Transaction; Effects, page 11

12.      The disclosure here is incomplete because it fails to discuss the
         effects, both positive and negative, of the reverse stock split on
         security holders. Please revise to address.

         We have revised the disclosure as requested.

13.      We note your reference to possible trading of your shares in the pink
         sheets. Please describe the nature of this service, and the eligibility
         and disclosure requirements with respect to your shares.

         We have revised the disclosure as requested.

14.      Please explain whether you considered using an alternative ratio that
         would have enabled some unaffiliated security holders to retain an
         ownership interest in your company while still sufficiently reducing
         the total number of security holders so that you may seek to terminate
         your Exchange Act reporting obligations. See Item 1013(c) of Regulation
         M-A.

         We have revised the disclosure as requested.

15.      Disclose any disadvantages of going private considered by the board. If
         the board did not consider any disadvantages, please state so.

         We have revised the disclosure as requested.

Fairness of the stock splits, Page 16

<PAGE>

                                                      KattenMuchinRosenman LLP

September 15, 2005
Page 6

16.      Expand to clarify that the fairness determination addresses the
         fairness of the transaction to unaffiliated security holders who will
         be cashed out and unaffiliated security holders who will continue to
         hold shares. We note the "Summary" appears to address the fairness to
         both categories but it is unclear what consideration was given to the
         separate categories in assessing fairness. Accordingly, clarify the
         board's consideration of the factors with respect to each category of
         unaffiliated security holder. Finally, it is unclear how certain of the
         factors support the determination. Please expand to clarify.

         We have revised the disclosure as requested.

17.      We note your statement that your board considered "current market
         price, historical market price and the purchase prices paid in prior
         purchases" to support its conclusion as to the fairness of the merger.
         Revise your document to ensure that you have provided a reasonably
         detailed discussion of each material factor forming the basis for your
         fairness determination in accordance with Item 1014(b) of Regulation
         M-A. A listing of the factors considered, without a discussion of how
         that factor relates to the determination that the transaction is fair
         to the unaffiliated security holders (i.e., how each factor was
         analyzed) is inadequate. See In the Matter of Meyers Parking Systems
         Inc., Securities Exchange Act Rel. No. 26069 (September 12, 1988). For
         example, we note that you simply mention the current market price,
         historical market price and the purchase prices paid in prior purchases
         without describing any analysis or results of an analysis. We also note
         the lack of consideration of a net book value, a going concern value,
         and a liquidation value. If true, indicate why any factor was not-
         material to this transaction. If any of these factors were disregarded
         or not considered despite being material, please discuss the reasons
         why those factors were disregarded or not considered. If any of these
         factors indicated a higher value than the $1.10 per share to be paid to
         the unaffiliated shareholders, your discussion should address that
         difference and include a statement as to the basis for the belief that
         the transaction is fair despite the difference in value. See Questions
         20 and 21 in Exchange Act Release No. 17719 (April 13, 1981) for
         guidance in revising your disclosure. Quantify the factors to the
         extent practicable.

         We have revised the disclosure as requested.

18.      We note that you are not seeking security holder approval of the
         reverse stock split and that you did not appoint an unaffiliated
         representative to act on behalf of unaffiliated security holders.
         Please explain how your board determined the procedural fairness of the
         reverse stock split despite the lack of these procedural protections.

         We have revised the disclosure as requested.

<PAGE>

                                                      KattenMuchinRosenman LLP

September 15, 2005
Page 7

19.      We note that the disclosure under the bullet points entitled
         "Determination of Reverse Split Ratio," "Liquidity for Remaining
         Unaffiliated Stockholders," and "Cashed Out Stockholders" describes
         reasons for the transaction. Please expand your disclosure t