SEC Comment Letter for MINUTEMAN INTERNATIONAL INC (CIK 0000810876) — Aug 18, 2005
MINUTEMAN INTERNATIONAL INC (CIK 0000810876)
Date: Aug. 18, 2005 · CIK: 0000810876 · Accession: 0000000000-05-042868
AI Filing Summary & Sentiment
File numbers found in text: 000-15582
Letter
via U.S. mail and facsimile Mr. Gregory J. Rau President and Chief Executive Officer Minuteman International, Inc. 111 South Rohlwing Road Addison, Illinois 60101 Schedule 13E-3/A filed September 14, 2004 File No. 005-39423
Re: Minuteman International, Inc. PRE R 14A filed September 14, 2004 File No. 000-15582
Dear Mr. Rau:
We have reviewed your amended filing and have the following comments. Where indicated, we think you should revise your documents in response to these comments. If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary. Please be as detailed as necessary in your explanation. In some of our comments, we may ask you to provide us with supplemental information so we may better understand your disclosure. After reviewing this information, we may or may not raise additional comments.
Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. We welcome any questions you may have about our comments or on any other aspect of our review. Feel free to contact us at the telephone numbers listed at the end of this letter.
Preliminary Proxy
Background of the Merger, page 10 1. We note your response to prior comment 6. Please revise to state that no specific options other than a going private transaction with Hako were considered by the board of directors. 2. We note your response to prior comment 7. As previously requested, please discuss in more detail the preliminary results of Houlihan Lokey`s analysis of Minuteman as communicated to the Special Committee on May 21, 2004. Also discuss in more detail how the passage of time affected the analysis it provided to the Special Committee on July 7, 2004.
Determinations and Recommendations of the Special Committee, page 3. We note your response to prior comment 10. As noted in our previous letter, the absence of an intent to liquidate is not determinative of whether your discussion should consider liquidation value. The liquidation value provides shareholders with another measure by which to compare the consideration offered in the transaction. If there are particular circumstances that would result in the liquidation value not reflecting a meaningful result for comparison purposes, then please explain in your discussion. See Exchange Act Release No. 17719, Question and Answer No. 20.
Determinations and Recommendations of the Board of Directors, page 4. As previously requested, please address, in this section, the Board`s consideration of the same factors noted in our comment 11 under "Determinations and Recommendations of the Special Committee".
Public Market Pricing and Premiums Paid in Other Going-Private Transactions, page 31 5. It appears that the price implied for this transaction by a comparison of other going private transactions completed since January 1, 2001 and transactions $10 - $100 million in value is consistently higher than the price offered in this transaction. We note that prices in transactions completed since January 2001 imply a range of $14.45 to $15.00, and prices in transactions valued at $10 to $100 million imply a range of $14.66 to $16.74. Please discuss how this affected Houlihan`s conclusion that the transaction is fair to unaffiliated stockholders from a financial point of view. In your discussion of the determinations and recommendations of the Special Committee and the Board, please also state what consideration the Special Committee and the Board gave to these analyses in relying on Houlihan`s fairness conclusion and in forming their own fairness conclusions.
Schedule 13E-3 6. We note your response to prior comment 32, however, we believe that Dr. Eckart Kottkamp and Mr. Gregory Rau should be filing persons on the Schedule 13E-3. Please revise and include all necessary disclosures.
Closing Comments
As appropriate, please amend your filings in response to these comments. You may wish to provide us with marked copies of the amendment to expedite our review. Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested supplemental information. Detailed cover letters greatly facilitate our review. Please understand that we may have additional comments after reviewing your amendment and responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings reviewed by the staff to be certain that they have provided all information investors require. Since the company and its management are in possession of all facts relating to a company`s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that
* the company is responsible for the adequacy and accuracy of the disclosure in the filings; * staff comments or changes to disclosure in response to staff comments in the filings reviewed by the staff do not foreclose the Commission from taking any action with respect to the filing; and * the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
In addition, please be advised that the Division of Enforcement has access to all information you provide to the staff of the Division of Corporation Finance in our review of your filing or in response to our comments on your filing.
Please direct questions to Tamara Brightwell at (202) 824- or Chris Edwards at (202) 942-2842. In this regard, please do not hesitate to contact me at (202) 942-1950.
Sincerely,
Pamela A. Long
Assistant Director
Show Raw Text
<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
September 29, 2004
via U.S. mail and facsimile
Mr. Gregory J. Rau
President and Chief Executive Officer
Minuteman International, Inc.
111 South Rohlwing Road
Addison, Illinois 60101
Re: Minuteman International, Inc.
PRE R 14A filed September 14, 2004
File No. 000-15582
Schedule 13E-3/A filed September 14, 2004
File No. 005-39423
Dear Mr. Rau:
We have reviewed your amended filing and have the following
comments. Where indicated, we think you should revise your
documents
in response to these comments. If you disagree, we will consider
your explanation as to why our comment is inapplicable or a
revision
is unnecessary. Please be as detailed as necessary in your
explanation. In some of our comments, we may ask you to provide
us
with supplemental information so we may better understand your
disclosure. After reviewing this information, we may or may not
raise additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or on any other
aspect
of our review. Feel free to contact us at the telephone numbers
listed at the end of this letter.
Preliminary Proxy
Background of the Merger, page 10
1. We note your response to prior comment 6. Please revise to
state
that no specific options other than a going private transaction
with
Hako were considered by the board of directors.
2. We note your response to prior comment 7. As previously
requested, please discuss in more detail the preliminary results
of
Houlihan Lokey`s analysis of Minuteman as communicated to the
Special
Committee on May 21, 2004. Also discuss in more detail how the
passage of time affected the analysis it provided to the Special
Committee on July 7, 2004.
Determinations and Recommendations of the Special Committee, page
18
3. We note your response to prior comment 10. As noted in our
previous letter, the absence of an intent to liquidate is not
determinative of whether your discussion should consider
liquidation
value. The liquidation value provides shareholders with another
measure by which to compare the consideration offered in the
transaction. If there are particular circumstances that would
result
in the liquidation value not reflecting a meaningful result for
comparison purposes, then please explain in your discussion. See
Exchange Act Release No. 17719, Question and Answer No. 20.
Determinations and Recommendations of the Board of Directors, page
23
4. As previously requested, please address, in this section, the
Board`s consideration of the same factors noted in our comment 11
under "Determinations and Recommendations of the Special
Committee".
Public Market Pricing and Premiums Paid in Other Going-Private
Transactions, page 31
5. It appears that the price implied for this transaction by a
comparison of other going private transactions completed since
January 1, 2001 and transactions $10 - $100 million in value is
consistently higher than the price offered in this transaction.
We
note that prices in transactions completed since January 2001
imply a
range of $14.45 to $15.00, and prices in transactions valued at
$10
to $100 million imply a range of $14.66 to $16.74. Please discuss
how this affected Houlihan`s conclusion that the transaction is
fair
to unaffiliated stockholders from a financial point of view. In
your
discussion of the determinations and recommendations of the
Special
Committee and the Board, please also state what consideration the
Special Committee and the Board gave to these analyses in relying
on
Houlihan`s fairness conclusion and in forming their own fairness
conclusions.
Schedule 13E-3
6. We note your response to prior comment 32, however, we believe
that Dr. Eckart Kottkamp and Mr. Gregory Rau should be filing
persons
on the Schedule 13E-3. Please revise and include all necessary
disclosures.
Closing Comments
As appropriate, please amend your filings in response to
these
comments. You may wish to provide us with marked copies of the
amendment to expedite our review. Please furnish a cover letter
with
your amendment that keys your responses to our comments and
provides
any requested supplemental information. Detailed cover letters
greatly facilitate our review. Please understand that we may have
additional comments after reviewing your amendment and responses
to
our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require.
Since the company and its management are in possession of all
facts
relating to a company`s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.
In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that
* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.
Please direct questions to Tamara Brightwell at (202) 824-
5221
or Chris Edwards at (202) 942-2842. In this regard, please do not
hesitate to contact me at (202) 942-1950.
Sincerely,
Pamela A. Long
Assistant Director
cc: John F. Cox
Jenner & Block LLP
One IBM Plaza
Chicago, Illinois 60611-7603
Patrick J. Maloney, Esq.
Bell, Boyd & Lloyd LLC
70 West Madison Street, Suite 3100
Chicago, Illinois 60602
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Mr. Gregory J. Rau
Minuteman International, Inc.
September 29, 2004
Page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0510
DIVISION OF
CORPORATION FINANCE
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