SEC Comment Letter for MASONITE INTERNATIONAL CORP (CIK 0000893691) — Sep 20, 2005
MASONITE INTERNATIONAL CORP (CIK 0000893691)
Date: Sept. 20, 2005 · CIK: 0000893691 · Accession: 0000000000-05-048384
AI Filing Summary & Sentiment
Letter
Mail Stop 0510 Via U.S. mail and facsimile Harley Ulster Masonite International Corporation 1600 Britannia Road Mississauga, Ontario, Canada L4W 2J2
Re: Masonite International Corporation Schedule 13E-3/A filed March 7, 2005 File No. 005-43863
Dear Mr. Ulster:
We have reviewed your filing and have the following comments. Where indicated, we think you should revise your filing in response to these comments. If you disagree with a comment, 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 call us at the telephone numbers listed at the end of this letter.
SCHEDULE 13E-3 FILED MARCH 7, 2005
1. Rule 13e-3(d)(2) requires you to amend the Schedule 13E-3 promptly to report a material change in information included in the Schedule. Revise the Schedule 13E-3 to file the February 17, 2005 press release as an exhibit. See also Item 1016(a)(5) of Regulation M-A.
MANAGEMENT PROXY CIRCULAR
2. We note that the meeting scheduled for February 18, 2005 was postponed to March 31, 2005 and you set a new record date (March 1) for determining which shareholders would receive this revised circular and be eligible to vote at the March 31, 2005 meeting. We also note that all proxies submitted with respect to the February meeting are not valid and will not be counted with respect to the March meeting. In revising this document, you have updated the summary of Merrill Lynch`s analysis to disclose their most recent analysis. Each presentation, discussion, or report held with or presented by an outside party that is materially related to the Rule 13e-3 transaction, whether oral or written, preliminary or final, is a separate report that requires a reasonably detailed description meeting the requirements of Item 1015 of Regulation M-A. Revise to summarize each presentation made or report provided by Merrill Lynch, including the presentations dated December 22, 2004 and February 17, 2005.
* * * *
As appropriate, please amend your filing 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.
Please contact Andrew Schoeffler, Staff Attorney, at (202) 824- 5612 or, in his absence, Chris Edwards, Senior Staff Attorney, at (202) 942-2842, Abby Adams, Special Counsel in the Office of Mergers and Acquisitions, at (202) 942-1881, or the undersigned at (202) 942- 1950 with any questions.
Sincerely,
Pamela A. Long
Assistant Director
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<FILENAME>filename1.txt
<TEXT>
March 10, 2005
Mail Stop 0510
Via U.S. mail and facsimile
Harley Ulster
Masonite International Corporation
1600 Britannia Road
Mississauga, Ontario, Canada
L4W 2J2
Re: Masonite International Corporation
Schedule 13E-3/A filed March 7, 2005
File No. 005-43863
Dear Mr. Ulster:
We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your filing in
response to
these comments. If you disagree with a comment, 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 call us at the telephone numbers listed
at
the end of this letter.
SCHEDULE 13E-3 FILED MARCH 7, 2005
1. Rule 13e-3(d)(2) requires you to amend the Schedule 13E-3
promptly
to report a material change in information included in the
Schedule.
Revise the Schedule 13E-3 to file the February 17, 2005 press
release
as an exhibit. See also Item 1016(a)(5) of Regulation M-A.
MANAGEMENT PROXY CIRCULAR
2. We note that the meeting scheduled for February 18, 2005 was
postponed to March 31, 2005 and you set a new record date (March
1)
for determining which shareholders would receive this revised
circular
and be eligible to vote at the March 31, 2005 meeting. We also
note
that all proxies submitted with respect to the February meeting
are
not valid and will not be counted with respect to the March
meeting.
In revising this document, you have updated the summary of Merrill
Lynch`s analysis to disclose their most recent analysis. Each
presentation, discussion, or report held with or presented by an
outside party that is materially related to the Rule 13e-3
transaction, whether oral or written, preliminary or final, is a
separate report that requires a reasonably detailed description
meeting the requirements of Item 1015 of Regulation M-A. Revise
to
summarize each presentation made or report provided by Merrill
Lynch,
including the presentations dated December 22, 2004 and February
17,
2005.
* * * *
As appropriate, please amend your filing 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.
Please contact Andrew Schoeffler, Staff Attorney, at (202)
824-
5612 or, in his absence, Chris Edwards, Senior Staff Attorney, at
(202) 942-2842, Abby Adams, Special Counsel in the Office of
Mergers
and Acquisitions, at (202) 942-1881, or the undersigned at (202)
942-
1950 with any questions.
Sincerely,
Pamela A. Long
Assistant Director
cc: James C. Morphy
Keith A. Pagnani
Sullivan & Cromwell LLP
125 Broad Street
New York, New York 10004
Scott C. Nuttall
Stile Acquisition Corp.
Stile Consolidated Corp.
Stile Holding Corp.
KKR Millennium Fund (Overseas), Limited Partnership
c/o Kohlberg Kravis Roberts & Co. L.P.
9 West 57th Street, Suite 4200
New York, NY 10019
Gary I. Horowitz
Marni J. Lerner
Simpson Thacher & Bartlett LLP
425 Lexington Ave.
New York, New York 10017
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Mr. Harley Ulster
March 10, 2005
Page 1 of 3
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0510
DIVISION OF
CORPORATION FINANCE
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