SEC Comment Letter for CHEESECAKE FACTORY INC (CAKE) (CIK 0000887596) (CAKE) — Mar 4, 2011
CHEESECAKE FACTORY INC (CAKE) (CIK 0000887596)
Date: March 4, 2011 · CIK: 0000887596 · Accession: 0000000000-11-013904
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 000-20574
Referenced dates: January 24, 2011
Letter
March 4, 2011
Ms. Debby R. Zurzolo Executive Vice President, Secr etary and General Counsel The Cheesecake Factory Incorporated 26901 Malibu Hills Road Calabasas Hills, CA 91301 Re: The Cheesecake Factory Incorporated Form 10-K for the Year Ended December 29, 2009 Filed February 26, 2010 Definitive Proxy Statement on Schedule 14A Filed April 23, 2010 File No. 000-20574 Dear Ms. Zurzolo: We have reviewed your responses to the comments in our letter dated January 24, 2011 and have the following additional comments. Please respond to this letter within ten business days by amending your filing, by providing the requested information, or by advi sing us when you will provide the requested response. If you do not believe our comments apply to your fact s and circumstances or do not believe an amendment is appropriate, pl ease tell us why in your response. After reviewing any amendment to your filing and the information you provide in response to these comments, we ma y have additional comments. Definitive Proxy Statement on Schedule 14A
Fiscal 2009 Award Program under the 2005 Incentive Plan, page 48
1. While we note your response to our prior comment two, we did not see an expanded justification for your be lief that disclosure of Guest Satisfaction Scores may be omitted due to the risk of competitiv e harm. In providing us your analysis, please discuss your concern that customers may choose not to dine in your restaurants if they do not perceive the Guest Satisfaction Score as being at an acceptable level when it appears from your January 10, 2011 response letter that the company achieved its Guest Satisfaction Score performance target for fiscal year 2009. Additionally, please provide us with your analysis of the competitive disadvantage to you if you disclose your scores and your
Debby R. Zurzolo The Cheesecake Factory Incorporated March 4, 2011 Page 2
competitors choose not to do so as it appears th at other competitors disclose what appears to be a similar score. For guidance pl ease refer to Compliance and Disclosure Interpretation 118.04 of Regulation S-K. Finally, to the extent that it is appropriate to omit specific targets, please advise us of the disclosure that the company will provide pursuant to Instruction 4 to It em 402(b) of Regulation S-K.
In responding to our comments, please provi de a written statement from the company acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclo sure in the filing;
• 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 federa l securities laws of the United States.
Please contact Tonya Bryan at 202-551-3601 or me at 202-551-3574 with any questions.
Sincerely,
Julie F. Rizzo Attorney-Advisor
cc (via fax): Ms. Debby R. Zurzolo (818) 871-8325
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March 4, 2011 Ms. Debby R. Zurzolo Executive Vice President, Secr etary and General Counsel The Cheesecake Factory Incorporated 26901 Malibu Hills Road Calabasas Hills, CA 91301 Re: The Cheesecake Factory Incorporated Form 10-K for the Year Ended December 29, 2009 Filed February 26, 2010 Definitive Proxy Statement on Schedule 14A Filed April 23, 2010 File No. 000-20574 Dear Ms. Zurzolo: We have reviewed your responses to the comments in our letter dated January 24, 2011 and have the following additional comments. Please respond to this letter within ten business days by amending your filing, by providing the requested information, or by advi sing us when you will provide the requested response. If you do not believe our comments apply to your fact s and circumstances or do not believe an amendment is appropriate, pl ease tell us why in your response. After reviewing any amendment to your filing and the information you provide in response to these comments, we ma y have additional comments. Definitive Proxy Statement on Schedule 14A Fiscal 2009 Award Program under the 2005 Incentive Plan, page 48 1. While we note your response to our prior comment two, we did not see an expanded justification for your be lief that disclosure of Guest Satisfaction Scores may be omitted due to the risk of competitiv e harm. In providing us your analysis, please discuss your concern that customers may choose not to dine in your restaurants if they do not perceive the Guest Satisfaction Score as being at an acceptable level when it appears from your January 10, 2011 response letter that the company achieved its Guest Satisfaction Score performance target for fiscal year 2009. Additionally, please provide us with your analysis of the competitive disadvantage to you if you disclose your scores and your Debby R. Zurzolo The Cheesecake Factory Incorporated March 4, 2011 Page 2 competitors choose not to do so as it appears th at other competitors disclose what appears to be a similar score. For guidance pl ease refer to Compliance and Disclosure Interpretation 118.04 of Regulation S-K. Finally, to the extent that it is appropriate to omit specific targets, please advise us of the disclosure that the company will provide pursuant to Instruction 4 to It em 402(b) of Regulation S-K. In responding to our comments, please provi de a written statement from the company acknowledging that: • the company is responsible for the adequacy and accuracy of the disclo sure in the filing; • 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 federa l securities laws of the United States. Please contact Tonya Bryan at 202-551-3601 or me at 202-551-3574 with any questions. Sincerely, Julie F. Rizzo Attorney-Advisor cc (via fax): Ms. Debby R. Zurzolo (818) 871-8325