SEC Comment Letter for WILLIAMS SCOTSMAN INTERNATIONAL INC (CIK 0000923144) — Sep 6, 2005
WILLIAMS SCOTSMAN INTERNATIONAL INC (CIK 0000923144)
Date: Sept. 6, 2005 · CIK: 0000923144 · Accession: 0000000000-05-045930
AI Filing Summary & Sentiment
File numbers found in text: 333-124459
Letter
August 19, 2005 By facsimile to (212) 373-2042 and U.S. Mail John B. Ross, Esq. Vice President and General Counsel Williams Scotsman International, Inc. 8211 Town Center Drive Baltimore, MD 21236
Re: Williams Scotsman International, Inc., formerly known as Scotsman Holdings, Inc. Pre-effective Amendment 3 to Registration Statement on Form S-1 Filed August 18, 2005 File No. 333-124459
Dear Mr. Ross:
We reviewed the filing and have the comments below. The review of the financial information for the period ending June 30, 2005 is still ongoing and we may have further comment after the review of that information is complete. Unless indicated otherwise, our page references below are to the filing`s courtesy copy.
General
1. Prior to the effectiveness of your registration statement, please provide us with a copy of the letter or call from the NASD indicating that the NASD has no objection to the underwriting compensation described in the filing.
Option Extension Amendment, page 69
2. Please quantify the amount to be paid to Messrs. Holthaus, Donegan, LeBuhn, and Ross as a result of the termination of their options. Prior to pricing, you may use the midpoint of the bona fide price range.
Principal and Selling Stockholders, page 77
3. We note the revisions to footnotes 1 and 5 of the stockholder table. Please identify the person or persons who have voting or investment control over the securities owned by the Cypress Stockholders and the Odyssey Investment Partners Fund.
Underwriting, page 96
4. We note that the underwriters have reserved shares for sale to Michael Finely. Supplementally describe how the prospective recipient and number of reserved shares were determined. Please also advise when the decision was made to include a directed share program in this offering and whether any additional changes to the program are contemplated.
Closing
File an amendment to the S-1 in response to the comments. To expedite our review, Williams Scotsman may wish to provide us three marked courtesy copies of the amendment. Include with the filing any supplemental information requested and a cover letter tagged as correspondence that keys the responses to the comments. If Williams Scotsman thinks that compliance with any of the comments is inappropriate, provide the basis in the letter. We may have additional comments after review of the amendment, the responses to the comments, and any supplemental information.
We urge all persons responsible for the accuracy and adequacy of the disclosure in the registration statement reviewed by us to ensure that they have provided all information investors require for an informed decision. Since Williams Scotsman and its management are in possession of all facts relating to the disclosure in the registration statement, they are responsible for the adequacy and accuracy of the disclosures that they have made.
We will consider a written request for acceleration of the registration statement`s effectiveness under Rule 461 of Regulation C under the Securities Act as confirmation that those requesting acceleration are aware of their responsibilities under the Securities Act and the Exchange Act as they relate to the proposed public offering of the securities specified in the registration statement. We will act on the request and by delegated authority grant acceleration of the registration statement`s effectiveness.
You may direct questions on accounting comments to Patricia A. Armelin, Staff Accountant, at (202) 551-3747 or Anne M. McConnell, Senior Staff Accountant, at (202) 551-3709. You may direct questions on other comments and disclosure issues to Edward M. Kelly, Senior Counsel, at (202) 551- 3728 or Chris Edwards, Special Counsel, at (202) 551-3742.
Very truly yours,
Pamela A. Long
Assistant Director
Show Raw Text
<DOCUMENT>
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<FILENAME>filename1.txt
<TEXT>
August 19, 2005
By facsimile to (212) 373-2042 and U.S. Mail
John B. Ross, Esq.
Vice President and General Counsel
Williams Scotsman International, Inc.
8211 Town Center Drive
Baltimore, MD 21236
Re: Williams Scotsman International, Inc., formerly known as
Scotsman Holdings, Inc.
Pre-effective Amendment 3 to Registration Statement on Form
S-1
Filed August 18, 2005
File No. 333-124459
Dear Mr. Ross:
We reviewed the filing and have the comments below. The
review
of the financial information for the period ending June 30, 2005
is
still ongoing and we may have further comment after the review of
that information is complete. Unless indicated otherwise, our
page
references below are to the filing`s courtesy copy.
General
1. Prior to the effectiveness of your registration statement,
please
provide us with a copy of the letter or call from the NASD
indicating
that the NASD has no objection to the underwriting compensation
described in the filing.
Option Extension Amendment, page 69
2. Please quantify the amount to be paid to Messrs. Holthaus,
Donegan, LeBuhn, and Ross as a result of the termination of their
options. Prior to pricing, you may use the midpoint of the bona
fide
price range.
Principal and Selling Stockholders, page 77
3. We note the revisions to footnotes 1 and 5 of the stockholder
table. Please identify the person or persons who have voting or
investment control over the securities owned by the Cypress
Stockholders and the Odyssey Investment Partners Fund.
Underwriting, page 96
4. We note that the underwriters have reserved shares for sale to
Michael Finely. Supplementally describe how the prospective
recipient and number of reserved shares were determined. Please
also
advise when the decision was made to include a directed share
program
in this offering and whether any additional changes to the program
are contemplated.
Closing
File an amendment to the S-1 in response to the comments. To
expedite our review, Williams Scotsman may wish to provide us
three
marked courtesy copies of the amendment. Include with the filing
any
supplemental information requested and a cover letter tagged as
correspondence that keys the responses to the comments. If
Williams
Scotsman thinks that compliance with any of the comments is
inappropriate, provide the basis in the letter. We may have
additional comments after review of the amendment, the responses
to
the comments, and any supplemental information.
We urge all persons responsible for the accuracy and adequacy
of
the disclosure in the registration statement reviewed by us to
ensure
that they have provided all information investors require for an
informed decision. Since Williams Scotsman and its management are
in
possession of all facts relating to the disclosure in the
registration statement, they are responsible for the adequacy and
accuracy of the disclosures that they have made.
We will consider a written request for acceleration of the
registration statement`s effectiveness under Rule 461 of
Regulation C
under the Securities Act as confirmation that those requesting
acceleration are aware of their responsibilities under the
Securities
Act and the Exchange Act as they relate to the proposed public
offering of the securities specified in the registration
statement.
We will act on the request and by delegated authority grant
acceleration of the registration statement`s effectiveness.
You may direct questions on accounting comments to Patricia
A.
Armelin, Staff Accountant, at (202) 551-3747 or Anne M. McConnell,
Senior Staff Accountant, at (202) 551-3709. You may direct
questions
on other comments and disclosure issues to Edward M. Kelly, Senior
Counsel, at (202) 551- 3728 or Chris Edwards, Special Counsel, at
(202) 551-3742.
Very truly yours,
Pamela A. Long
Assistant Director
cc: John C. Kennedy, Esq.
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, NY 10019
Jeffrey D. Karpf, Esq.
Cleary Gottlieb Steen & Hamilton LLP
1 Liberty Plaza
New York, NY 10006
John B. Ross, Esq.
August 19, 2005
Page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
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