SEC Comment Letter for MAVERICK TUBE CORPORATION (CIK 0000869087) — Oct 28, 2005
MAVERICK TUBE CORPORATION (CIK 0000869087)
Date: Oct. 28, 2005 · CIK: 0000869087 · Accession: 0000000000-05-054945
AI Filing Summary & Sentiment
File numbers found in text: 333-120923
Letter
Via Facsimile at (314) 615-6001 and U.S. Mail Robert Wexler Gallup, Johnson & Neuman, L.C. 101 South Hanley, Suite 1600 Saint Louis, MO 63105 Form S-4 filed December 1, 2004, as amended File No. 333-120923
Re: Maverick Tube Corporation Schedule TO-I filed December 2, 2004, as amended File No. 5-42504
Dear Mr. Wexler:
We have the following comments on your filing. The scope of our review has been limited to the terms of the exchange offer.
Schedule TO-I 1. We note your response to prior comment 2. Please include a separate row in your fee table for the rights.
Prospectus Cover Page 2. Revise the cover page to reflect the common stock and rights being registered. In addition, Exhibit 5.1 should provide a separate section discussing the legality of the rights.
Risk Factors, page 14 3. We note your response to prior comment 14. The risk you are attempting to discuss is that the transaction may be taxable to investors. Revise your subheading and the risk factor to state that directly. The discussion of the "position" which you are taking is irrelevant and should be deleted. Please make a corresponding revision to your summary section. Closing Comments As appropriate, please amend your documents in response to these comments. You may wish to provide us with marked copies of the amendment, if required, 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 file your cover letter on EDGAR. Please understand that we may have additional comments after reviewing your amendment and responses to our comments. In addition, depending upon your response to these comments, a supplement may need to be sent to security holders.
Please direct any questions to me at (202) 942-1976. You may also contact me via facsimile at (202) 942-9638. Please send all correspondence to us at the following ZIP code: 20549-0303.
Sincerely,
Michael Pressman
Office of Mergers
and Acquisitions
Show Raw Text
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<TYPE>LETTER
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<TEXT>
December 22, 2004
Via Facsimile at (314) 615-6001 and U.S. Mail
Robert Wexler
Gallup, Johnson & Neuman, L.C.
101 South Hanley, Suite 1600
Saint Louis, MO 63105
Re: Maverick Tube Corporation
Schedule TO-I filed December 2, 2004, as amended
File No. 5-42504
Form S-4 filed December 1, 2004, as amended
File No. 333-120923
Dear Mr. Wexler:
We have the following comments on your filing. The scope of
our
review has been limited to the terms of the exchange offer.
Schedule TO-I
1. We note your response to prior comment 2. Please include a
separate row in your fee table for the rights.
Prospectus Cover Page
2. Revise the cover page to reflect the common stock and rights
being
registered. In addition, Exhibit 5.1 should provide a separate
section discussing the legality of the rights.
Risk Factors, page 14
3. We note your response to prior comment 14. The risk you are
attempting to discuss is that the transaction may be taxable to
investors. Revise your subheading and the risk factor to state
that
directly. The discussion of the "position" which you are taking
is
irrelevant and should be deleted. Please make a corresponding
revision to your summary section.
Closing Comments
As appropriate, please amend your documents in response to
these comments. You may wish to provide us with marked copies of
the
amendment, if required, 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 file
your cover letter on EDGAR. Please understand that we may have
additional comments after reviewing your amendment and responses
to
our comments. In addition, depending upon your response to these
comments, a supplement may need to be sent to security holders.
Please direct any questions to me at (202) 942-1976. You
may
also contact me via facsimile at (202) 942-9638. Please send all
correspondence to us at the following ZIP code: 20549-0303.
Sincerely,
Michael Pressman
Office of Mergers
and Acquisitions
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December 22, 2004
Page 2
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0303
DIVISION OF
CORPORATION FINANCE
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