SEC Company Response from RSI HOLDINGS INC (CIK 0000853697) — Feb 22, 2005
RSI HOLDINGS INC (CIK 0000853697)
Date: Feb. 22, 2005 · CIK: 0000853697 · Accession: 0001019892-05-000060
AI Filing Summary & Sentiment
Referenced dates: February 16, 2005
Letter
February 21, 2005 By EDGAR and Federal Express Abby Adams, Esq. Office of Mergers and Acquisitions United States Securities and Exchange Commission Judiciary Plaza 450 Fifth Street, N.W. Washington, D.C. 20549-0303
RE: Schedule 14D-9 of RSI Holdings, Inc. filed January 28, 2005, as amended by Amendment No. 1 filed on February 14, 2005
Dear Ms. Adams:
On behalf of RSI Holdings, Inc. ("RSI"), we are responding to the comments received from the staff of the Office of Mergers and Acquisitions of the Securities and Exchange Commission (the "Commission") with respect to the captioned filing in a letter dated February 16, 2005 and our telephone conversation of February 18, 2005. We have reproduced the text of the comments below, followed by our client's responses, which we have been authorized to make on its behalf. The response to comment 2 has been provided by Economic Evaluations, the provider of the fairness opinion.
SCHEDULE 14D-9
1. WE NOTE THAT YOU HAVE ATTACHED THE ACKNOWLEDGEMENT REQUESTED IN OUR CLOSING COMMENTS TO YOUR RESPONSE LETTER. PLEASE FILE THE ACKNOWLEDGEMENT IN EDGAR AS "CORRESP."
Response: We have filed the acknowledgement accordingly.
2. WE NOTE THE REVISED DISCLOSURE IN RESPONSE TO COMMENT 6. REVISE TO CLARIFY THE CRITERIA DESCRIBED. FOR EXAMPLE, ARE THE MANAGEMENT PROJECTIONS THAT WERE USED BY THE FINANCIAL ADVISOR THE SAME PROJECTIONS THAT WERE INCLUDED IN THE OFFERORS' SCHEDULE TO/13E-3? DID THE COMPANY PROVIDE THE FINANCIAL ADVISOR WITH ANY ADDITIONAL PROJECTIONS?
Response: We supplementally confirm that the management projections used by the financial advisor were the same projections as those disclosed in the Offer to Purchase forming part of the Schedule TO (as amended) filed by BCM Acquisition Corp. and the other filing persons.
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Securities and Exchange Commission February 21, 2005 Page 2
My understanding is that this information resolves your comments. However, if my understanding is wrong, or if you have any questions, please call the undersigned at (864) 242-8203. Thanks very much.
Very truly yours,
/s/ Lawson M. Vicario
Show Raw Text
<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
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<TEXT>
February 21, 2005
By EDGAR and Federal Express
Abby Adams, Esq.
Office of Mergers and Acquisitions
United States Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549-0303
RE: Schedule 14D-9 of RSI Holdings, Inc. filed January 28, 2005,
as amended by Amendment No. 1 filed on February 14, 2005
Dear Ms. Adams:
On behalf of RSI Holdings, Inc. ("RSI"), we are responding to the comments
received from the staff of the Office of Mergers and Acquisitions of the
Securities and Exchange Commission (the "Commission") with respect to the
captioned filing in a letter dated February 16, 2005 and our telephone
conversation of February 18, 2005. We have reproduced the text of the comments
below, followed by our client's responses, which we have been authorized to make
on its behalf. The response to comment 2 has been provided by Economic
Evaluations, the provider of the fairness opinion.
SCHEDULE 14D-9
1. WE NOTE THAT YOU HAVE ATTACHED THE ACKNOWLEDGEMENT REQUESTED IN OUR
CLOSING COMMENTS TO YOUR RESPONSE LETTER. PLEASE FILE THE
ACKNOWLEDGEMENT IN EDGAR AS "CORRESP."
Response: We have filed the acknowledgement accordingly.
2. WE NOTE THE REVISED DISCLOSURE IN RESPONSE TO COMMENT 6. REVISE TO
CLARIFY THE CRITERIA DESCRIBED. FOR EXAMPLE, ARE THE MANAGEMENT
PROJECTIONS THAT WERE USED BY THE FINANCIAL ADVISOR THE SAME
PROJECTIONS THAT WERE INCLUDED IN THE OFFERORS' SCHEDULE TO/13E-3? DID
THE COMPANY PROVIDE THE FINANCIAL ADVISOR WITH ANY ADDITIONAL
PROJECTIONS?
Response: We supplementally confirm that the management projections
used by the financial advisor were the same projections as those
disclosed in the Offer to Purchase forming part of the Schedule TO (as
amended) filed by BCM Acquisition Corp. and the other filing persons.
<PAGE>
Securities and Exchange Commission
February 21, 2005
Page 2
My understanding is that this information resolves your comments. However, if my
understanding is wrong, or if you have any questions, please call the
undersigned at (864) 242-8203. Thanks very much.
Very truly yours,
/s/ Lawson M. Vicario
Lawson M. Vicario
(864) 242-8203
lvicario@wyche.com
cc: Buck A. Mickel
Eric Amstutz
</TEXT>
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