SEC Comment Letter for CENTENE CORP (CNC) (CIK 0001071739) (CNC) — May 19, 2005
CENTENE CORP (CNC) (CIK 0001071739)
Date: May 19, 2005 · CIK: 0001071739 · Accession: 0000000000-05-024907
AI Filing Summary & Sentiment
File numbers found in text: 333-124752
Letter
Via Facsimile and U.S. Mail Mail Stop 3-9 May 19, 2005 Michael F. Neidorff Centene Corporation 7711 Carondelet Avenue, Suite 800 St. Louis, Missouri 63105
Re: Registration Statement on Form S-3 Filed May 10, 2005 File No. 333-124752
Dear Mr. Neidorff:
This is to advise you that we have performed a limited review of the above registration statement, and we have the following comment.
Incorporation of Documents by Reference, page 1
1. It appears that the Company has filed several Current Reports on Form 8-K since the beginning of the current fiscal year. Please revise your disclosure to specifically incorporate by reference all such reports deemed "filed" pursuant to the instructions of Form 8-K since December 31, 2004.
* * *
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings reviewed by the staff to be certain that they have provided all information investors require for an informed decision. Since the company and its management are in possession of all facts relating to a company`s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
Notwithstanding our comments, in the event the company requests acceleration of the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that:
* should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and
* the company may not assert this action as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
In addition, please be advised that the Division of Enforcement has access to all information you provide to the staff of the Division of Corporation Finance in connection with our review of your filing or in response to our comments on your filing.
We will consider a written request for acceleration of the effective date of the registration statement as a confirmation of the fact that those requesting acceleration are aware of their respective responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the securities specified in the above registration statement. We will act on the request and, pursuant to delegated authority, grant acceleration of the effective date.
Please contact Daniel Greenspan at (202) 551-3623, Michael Reedich at (202) 551-3612, or me at (202) 551-3715 with any questions.
Sincerely,
Jeffrey P. Riedler
Assistant Director
Show Raw Text
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<TEXT>
Via Facsimile and U.S. Mail
Mail Stop 3-9
May 19, 2005
Michael F. Neidorff
Centene Corporation
7711 Carondelet Avenue, Suite 800
St. Louis, Missouri 63105
Re: Registration Statement on Form S-3
Filed May 10, 2005
File No. 333-124752
Dear Mr. Neidorff:
This is to advise you that we have performed a limited review
of
the above registration statement, and we have the following
comment.
Incorporation of Documents by Reference, page 1
1. It appears that the Company has filed several Current Reports
on
Form 8-K since the beginning of the current fiscal year. Please
revise your disclosure to specifically incorporate by reference
all
such reports deemed "filed" pursuant to the instructions of Form
8-K
since December 31, 2004.
* * *
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision. Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.
Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:
* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.
We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.
Please contact Daniel Greenspan at (202) 551-3623, Michael
Reedich at (202) 551-3612, or me at (202) 551-3715 with any
questions.
Sincerely,
Jeffrey P. Riedler
Assistant Director
cc: Mark L. Johnson, Esq.
Wilmer Cutler Pickering Hale and Dorr LLP
60 State Street
Boston, Massachusetts 02109
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Michael F. Neidorff
Centene Corporation
May 19, 2005
Page 1
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