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CORRESP
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corresp

June 15, 2005

Mr. Rufus Decker

United States Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, DC 20549

    RE:

    Form 10-K for Fiscal Year Ended December 31, 2004

    Form 10-Q for Fiscal Quarter Ended March 31, 2005

    File No. 1-12164

Dear Mr. Decker:

     Thank you for your follow-up letter of June 1, 2005 which contains the comments of the SEC
staff on the above referenced filings. Wolverine’s responses to these comments are set forth
below, numbered in accordance with your letter.

Form 10-K for the Year Ended December 31, 2004

    1.

    Where a comment below requests additional disclosures or other revisions,
please show us in your supplemental response what the revisions will look like. These
revisions should be included in your future filings, including your interim filings,
where applicable.

    Response: Within this response we will provide the Securities and Exchange
Commission (the “Commission” or the “SEC”) with supplemental information as
requested and will provide in the responses information for disclosure in future
filings. We will include revisions, as appropriate, in the filing of our second
fiscal quarter Form 10-Q for the quarter ending July 3, 2005.

    2.

    We have reviewed your response to comment 10. Please confirm that your
response regarding what constitutes normal sales terms will be incorporated in future
filings or provide us with a supplemental response of your proposed prospective
disclosures.

    Response: We will include additional disclosures in our next Form 10-K filing for
the year ending December 31, 2005 regarding “normal terms” to convey that we do not
engage in installment sales, bill and hold transactions and other non-conventional
terms.

WOLVERINE TUBE, INC.

    3.

    We have reviewed your response to comment 15. We understand that you may not
have an obligation to affirmatively disclose that you are in compliance with all
financial covenants. We also noted that you disclosed the terms of the financial
covenants in the Form 8-K filed on May 4, 2005. However, you are required to disclose
the terms of the financial covenants and waivers and amendments of the financial
covenants in your annual and interim reports if the information is material to an
investors understanding of your financial condition and liquidity. Given your high
financial leverage, negative cash flows from operating activities in 2004, minimal cash
flow from operating activities in 2003, three amendments to your financial covenants
since September 2002, and your reduced financial flexibility due to non-compliance with
the financial covenants and significant debt levels we believe that disclosure of your
compliance with each of the terms of the financial covenants is material to investors.

    Response: We concur that if information is material to an investors understanding
of our financial condition and liquidity, such information must be disclosed. As
such, with regards to your request for affirmative disclosure of our compliance with
financial covenants when such information is material, we will disclose such
information in the liquidity section of our MD&A in future interim and annual
filings, where applicable.

    We also refer you to our recent disclosures included in our Form 8-K filing dated
May 3, 2005 and our Form 10-Q filing for the fiscal quarter ended April 3, 2005
associated with our amended and restated secured revolving credit facility, our
receivables sale facility and our amended and restated silver consignment and
forward contract facility. These filings included disclosures about each of our new
or amended financing arrangements and included a detailed discussion of the
respective financial covenants. These disclosures also included the specific
requirements related to our EBITDA (earnings before interest, taxes, depreciation
and amortization, as defined in the agreements) covenant and the fact that we were
in compliance with such covenant at the time of the refinancing. In addition, our
disclosures noted that the refinancing amended the EBITDA covenant effective as of
April 3, 2005 and disclosed the specific amended EBITDA requirements. In addition,
we provided specific information with regards to events of defaults and acceleration
of payment for each facility. We will include similar disclosures in our future
interim and annual filings, where applicable.

    Finally, we also intend to disclose in our interim and annual filings additional
expanded information regarding inter-period, quarter-end and the most recently
available information on the activity and status of each financing facility, where
applicable. It should be noted that as of June 13, 2005 the current status of each
of the above noted facilities is as follows:

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WOLVERINE TUBE, INC.

    •

    We have no outstanding borrowings on our new $35 million amended and
restated secured revolving credit facility (though we are utilizing
approximately $10 million of availability on outstanding letters of credit
and our interest rate swap agreement);

    •

    We have utilized $11.5 million of our $45 million receivables sales
facility (we will disclose the quarter-end amount as off balance sheet
financing in our next interim filing); and

    •

    We have approximately $13.1 million of silver included in inventory
under our new amended and restated silver consignment facility and the
corresponding liability is included in current liabilities on our balance
sheet.

    4.

    We have reviewed your response to comment 17. In the Business section, you
disclose that the commercial products segment is comprised of industrial tube,
technical tube, copper alloy tube, fabricated products and metal joining products. In
the Business section you also disclose that the wholesale segment is comprised of
plumbing and refrigeration tube products. Please provide the revenues for each of
these groups of products as required by paragraphs 37 and 103 of SFAS 131.

    Response: Wolverine believes that it has complied with the provisions of paragraphs
37 and 103 of SFAS 131 with our existing disclosures of revenue by commercial
products, wholesale products and rod, bar and other products. As we previously
responded in our May 6, 2005 letter, “product lines within these product categories
have a similar customer base, are distributed through the same distribution channels
and also have similar terms and conditions of sales.” In addition, to provide the
SEC staff with additional clarification, these product lines are primarily utilized
in the same end-products or services by our end customers. Specifically, the
product lines for commercial products (industrial tube, technical tube, copper alloy
tube, fabricated products and metal joining products) are primarily used by our end
customers in unitary air conditioners for residential and light commercial
construction, chillers for commercial buildings and other similar industrial
applications. Wholesale products (plumbing and refrigeration) are specifically used
primarily by residential and commercial contractors for use in new construction
and/or replacement construction of homes and commercial buildings and by individuals
for similar applications. Therefore, we believe that the disclosures related to
these product lines are actually the “groups of similar products and services” that
both paragraphs 37 and 103 of SFAS 131 allow. We will include the above additional
information in our next Form 10-K filing to provide for added clarification of the
similarity of our products that warrant utilizing these categories.

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WOLVERINE TUBE, INC.

In responding to these comments, Wolverine acknowledges that:

    •

    The Company is responsible for the adequacy and accuracy of the disclosure in its
Securities and Exchange Commission filings;

    •

    Staff comments or changes to disclosure in response to staff comments 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.

Yours very truly,

Thomas B. Sabol

Senior Vice President,

Chief Financial Officer

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