SEC Comment Letter for LANDS' END, INC. (LE) (CIK 0000799288) (LE) — Jun 1, 2011
LANDS' END, INC. (LE) (CIK 0000799288)
Date: June 1, 2011 · CIK: 0000799288 · Accession: 0000000000-11-033791
AI Filing Summary & Sentiment
File numbers found in text: 333-173459
Letter
June 1, 2011 Via E-mail Dane A. Drobny, Esq. Senior Vice President, Gene ral Counsel and Secretary Sears Holdings Corporation 3333 Beverly Road Hoffman Estates, IL 60179 Re: Sears Holdings Corporation Amendment No. 1 to Registra tion Statement on Form S-4 Filed May 24, 2011 File No. 333-173459
Dear Mr. Drobny: We have limited our review of your registra tion statement to those issues we have addressed in our comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information. Where you do not beli eve our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your re gistration statement and the information you provide in response to these comments, we may have additional comments.
General
1. Please file the consent of Deloitte & Touche LLP , dated as of a latest practicable date. See Securities Act Rule 436(b). Information Incorporated by Reference, page ii
2. Please revise to specifically incorporate by reference the Form 8-K containing Items 5.02 and 5.07 filed on May 3, 2011, as well as any othe r applicable Exchange Act report that is filed prior to the filing of the next amen dment to the registration statement. To the extent you wish to incorporate all Exchange Ac t reports that are file d subsequent to the filing of such amendment and during the waiting period, please also revise this section pursuant to the guidance set forth in Complia nce and Disclosure Interpretation, Securities Act Forms, Question 123.05.
Dane A. Drobny Sears Holdings Corporation June 1, 2011 Page 2
Signatures
3. We note that Michael D. Collins has resigned as your Chief Financial Officer but will remain with you through June 10, 2011. Please su pplementally confirm to us that he is currently serving as the principal financial o fficer of each of the en tities on whose behalf he has signed the registration statement in such capacity. If he is not, then please revise to include the signature of the principal fi nancial officer of each such entity. See Instruction 1 to Signatures of Form S-4.
We urge all persons who are responsible for th e accuracy and adequacy of the disclosure in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and all applicable Securities Act rules require. Since the company and its management are in possession of all facts relating to a company’s disc losure, they are responsible for the accuracy and adequacy of the disclosures they have made. Please contact Charles Lee, Attorney-Advi sor, at (202) 551-3427, Lilyanna Peyser, Attorney-Advisor, at (202) 551-3222 or me at (202) 551-3720 with any questions.
Sincerely,
/s/ Lilyanna L. Peyser for
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June 1, 2011 Via E-mail Dane A. Drobny, Esq. Senior Vice President, Gene ral Counsel and Secretary Sears Holdings Corporation 3333 Beverly Road Hoffman Estates, IL 60179 Re: Sears Holdings Corporation Amendment No. 1 to Registra tion Statement on Form S-4 Filed May 24, 2011 File No. 333-173459 Dear Mr. Drobny: We have limited our review of your registra tion statement to those issues we have addressed in our comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information. Where you do not beli eve our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your re gistration statement and the information you provide in response to these comments, we may have additional comments. General 1. Please file the consent of Deloitte & Touche LLP , dated as of a latest practicable date. See Securities Act Rule 436(b). Information Incorporated by Reference, page ii 2. Please revise to specifically incorporate by reference the Form 8-K containing Items 5.02 and 5.07 filed on May 3, 2011, as well as any othe r applicable Exchange Act report that is filed prior to the filing of the next amen dment to the registration statement. To the extent you wish to incorporate all Exchange Ac t reports that are file d subsequent to the filing of such amendment and during the waiting period, please also revise this section pursuant to the guidance set forth in Complia nce and Disclosure Interpretation, Securities Act Forms, Question 123.05. Dane A. Drobny Sears Holdings Corporation June 1, 2011 Page 2 Signatures 3. We note that Michael D. Collins has resigned as your Chief Financial Officer but will remain with you through June 10, 2011. Please su pplementally confirm to us that he is currently serving as the principal financial o fficer of each of the en tities on whose behalf he has signed the registration statement in such capacity. If he is not, then please revise to include the signature of the principal fi nancial officer of each such entity. See Instruction 1 to Signatures of Form S-4. We urge all persons who are responsible for th e accuracy and adequacy of the disclosure in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and all applicable Securities Act rules require. Since the company and its management are in possession of all facts relating to a company’s disc losure, they are responsible for the accuracy and adequacy of the disclosures they have made. Please contact Charles Lee, Attorney-Advi sor, at (202) 551-3427, Lilyanna Peyser, Attorney-Advisor, at (202) 551-3222 or me at (202) 551-3720 with any questions. Sincerely, /s/ Lilyanna L. Peyser for H. Christopher Owings Assistant Director cc: Dorian Williams Bill Phelan Sears Holdings Corporation