SEC Company Response from LOEWS CINEPLEX ENTERTAINMENT CORP (CIK 0001054588) — Aug 9, 2005
LOEWS CINEPLEX ENTERTAINMENT CORP (CIK 0001054588)
Date: Aug. 9, 2005 · CIK: 0001054588 · Accession: 0001193125-05-162003
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File numbers found in text: 333-124111
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CORRESP
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Acceleration Request
711 Fifth Avenue
New York, NY 10022
(646) 521-6200
[Loews Logo Appears Here]
August 9, 2005
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, DC 20549
Attention:
Max A. Webb/Rolaine Bancroft – Legal
Cari Kerr/Michael Fay – Accounting
Re:
Loews Cineplex Entertainment Corporation
Form S-4 filed on April 18, 2005 as amended August 5, 2005
File No. 333-124111
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, Loews Cineplex Entertainment Corporation (the “Issuer”) hereby requests that
the effective date for the Registration Statement referred to above (the “Registration Statement”) be accelerated so that it will be declared effective by 2 p.m. Eastern Daylight Saving Time on Thursday, August 11, 2005, or as soon as
possible thereafter.
The Issuer hereby acknowledges that the
disclosure in the Registration Statement is the responsibility of the Issuer and further acknowledges that it is the Securities and Exchange Commission (the “SEC”) staff’s view that SEC staff comments or changes in response to SEC
staff comments in the Registration Statement may not be asserted as a defense in any proceeding which may be brought by any person with respect to the Registration Statement. The Issuer also acknowledges the SEC staff’s position that should the
SEC or its staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the SEC from taking any action with respect to the filing and the Issuer will not assert the effectiveness of the
Registration Statement as a defense in any proceeding initiated by the SEC or any person under the federal securities laws of the United States. The Issuer further acknowledges that the action of the SEC or its staff, acting pursuant to delegated
authority, in declaring the Registration Statement effective does not relieve the Issuer from its responsibility for the adequacy and accuracy of the disclosures in the Registration Statement.
The Issuer acknowledges its responsibilities under the Securities Act of
1933, as amended, and the Securities Exchange Act of 1934, as amended, as they relate to the proposed public offering of the securities specified in the above-referenced Registration Statement.
Please call Michael Cappucci at Ropes & Gray LLP at 617-951-7418 as soon as the Registration
Statement has been declared effective.
Very truly yours,
Loews Cineplex Entertainment Corporation
By:
/s/ Michael Politi
Name: Michael Politi
Title: Senior Vice President,
General Counsel and Secretary