SEC Comment Letter for US CAN CORP (CIK 0000895726) — Aug 17, 2005
US CAN CORP (CIK 0000895726)
Date: Aug. 17, 2005 · CIK: 0000895726 · Accession: 0000000000-05-042559
AI Filing Summary & Sentiment
File numbers found in text: 333-53276
Referenced dates: July 21, 2005, July 15, 2005, July 21, 2005, June 22, 2005
Letter
August 17, 2005 Via U.S. mail and facsimile Philip R. Mengel, Chief Executive Officer U.S. Can Corporation 700 East Butterfield Road, Suite 250 Lombard, IL 60148
RE: Form 10-K for the fiscal year ended December 31, 2004 Form 10-Q for the period ended July 3, 2005 File No. 333-53276
Dear Mr. Mengel:
We have reviewed your response letters dated July 15, 2005 and August 12, 2005 and have the following additional comments. If you disagree, we will consider your explanation as to why our comment is inapplicable. 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.
Form 10-K for the year ended December 31, 2004 1. We read your response to our comment 2 in our letter dated July 21, 2005. In connection with responding to our comments, please provide, in writing, a statement from the company, rather than from outside counsel, which acknowledges: * the company is responsible for the adequacy and accuracy of the disclosure in their 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.
Notes to Financial Statements
(2) Summary of Significant Accounting Policies
(c) Inventories 2. We read your response to our comment 14 from our letter dated June 22, 2005 and your response to our comment 7 from our letter dated July 21, 2005. It appears as though the LIFO pretax and after tax provision may be material to your income (loss) before taxes for the fourth quarter of 2003, the second quarter of 2004, and the 2003 fiscal year, despite the qualitative factors you cited. Based on your responses and the information you provided, it is still unclear to us how you determined the change from LIFO to FIFO was not quantitatively material enough to require retroactive restatement under paragraph 27 of APB 20. Please file an amended Forms 10-K and 10-Q which give retroactive effect to the change in accounting principle from LIFO to FIFO for all periods presented or provide us with additional information supporting your conclusions that these amounts are not quantitatively material.
* * * *
As appropriate, please respond to these comments within 10 business days or tell us when you will provide us with a response. Please furnish a letter that keys your responses to our comments and provides any requested supplemental information. Detailed response letters greatly facilitate our review. Please file your response letter on EDGAR. Please understand that we may have additional comments after reviewing your responses to our comments.
If you have any questions regarding these comments, please direct them to Meagan Caldwell, Staff Accountant, at (202) 551- or, in her absence, to the undersigned at (202) 551-3769.
Sincerely,
Rufus Decker
Accounting Branch Chief
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<TYPE>LETTER
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<TEXT>
Mail Stop 7010
August 17, 2005
Via U.S. mail and facsimile
Philip R. Mengel, Chief Executive Officer
U.S. Can Corporation
700 East Butterfield Road, Suite 250
Lombard, IL 60148
RE: Form 10-K for the fiscal year ended December 31, 2004
Form 10-Q for the period ended July 3, 2005
File No. 333-53276
Dear Mr. Mengel:
We have reviewed your response letters dated July 15, 2005
and
August 12, 2005 and have the following additional comments. If
you
disagree, we will consider your explanation as to why our comment
is
inapplicable. 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.
Form 10-K for the year ended December 31, 2004
1. We read your response to our comment 2 in our letter dated July
21, 2005. In connection with responding to our comments, please
provide, in writing, a statement from the company, rather than
from
outside counsel, which acknowledges:
* the company is responsible for the adequacy and accuracy of the
disclosure in their 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.
Notes to Financial Statements
(2) Summary of Significant Accounting Policies
(c) Inventories
2. We read your response to our comment 14 from our letter dated
June
22, 2005 and your response to our comment 7 from our letter dated
July 21, 2005. It appears as though the LIFO pretax and after tax
provision may be material to your income (loss) before taxes for
the
fourth quarter of 2003, the second quarter of 2004, and the 2003
fiscal year, despite the qualitative factors you cited. Based on
your responses and the information you provided, it is still
unclear
to us how you determined the change from LIFO to FIFO was not
quantitatively material enough to require retroactive restatement
under paragraph 27 of APB 20. Please file an amended Forms 10-K
and
10-Q which give retroactive effect to the change in accounting
principle from LIFO to FIFO for all periods presented or provide
us
with additional information supporting your conclusions that these
amounts are not quantitatively material.
* * * *
As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please furnish a letter that keys your responses to our comments
and
provides any requested supplemental information. Detailed
response
letters greatly facilitate our review. Please file your response
letter on EDGAR. Please understand that we may have additional
comments after reviewing your responses to our comments.
If you have any questions regarding these comments, please
direct them to Meagan Caldwell, Staff Accountant, at (202) 551-
3754
or, in her absence, to the undersigned at (202) 551-3769.
Sincerely,
Rufus Decker
Accounting Branch Chief
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Mr. Philip R. Mengel
U.S. Can Corporation
August 17, 2005
Page 1 of 2
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010
DIVISION OF
CORPORATION FINANCE
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