SEC Comment Letter for SPECIALTY LABORATORIES INC (CIK 0001123333) — Dec 15, 2005
SPECIALTY LABORATORIES INC (CIK 0001123333)
Date: Dec. 15, 2005 · CIK: 0001123333 · Accession: 0000000000-05-062538
AI Filing Summary & Sentiment
File numbers found in text: 000-16217
Letter
Via facsimile to ((212) 326-2061) and U.S. Mail Spencer D. Klein, Esq. O`Melveny & Myers LLP Times Square Tower 7 Times Square New York, NY 10036 Amended Schedule 13E-3 Filed December 14, 2005 File No. 005-60901
Re: Specialty Laboratories, Inc. Revised Preliminary Schedule 14A Filed December 14, 2005 File No. 000-16217
Dear Mr. Klein:
We have reviewed the above filings for compliance with Rule 13e-3 and have the following comments. Where indicated, we think you should revise your documents in response to these comments. If you disagree, 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. Revised Preliminary Schedule 14A
Special Factors
Background of the Merger, page 20 1. We note the additional disclosure regarding discussions with possible merger partners from October 2004 to April 2005. While we note that the discussions were preliminary in nature, expand to clarify why these discussions were ultimately terminated.
Opinion of Financial Advisor to the Board, page 33 2. Please disclose in the discussion of each applicable analysis the substance of your response to comment 13 with respect to the absence of data underlying the various analysis conducted by JPMorgan in its report to your board of directors and its special committee.
* * * * Please direct any questions to me at (202) 551-3619 or, in my absence, to Pam Carmody, Special Counsel, at (202) 551-3265. You may also contact us via facsimile at (202) 772-9203. Please send all correspondence to us at the following ZIP code: 20549-3628.
Sincerely,
Daniel F. Duchovny
Attorney-Advisor
Office of Mergers & Acquisitions
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December 15, 2005
Via facsimile to ((212) 326-2061) and U.S. Mail
Spencer D. Klein, Esq.
O`Melveny & Myers LLP
Times Square Tower
7 Times Square
New York, NY 10036
Re: Specialty Laboratories, Inc.
Revised Preliminary Schedule 14A
Filed December 14, 2005
File No. 000-16217
Amended Schedule 13E-3
Filed December 14, 2005
File No. 005-60901
Dear Mr. Klein:
We have reviewed the above filings for compliance with Rule
13e-3 and have the following comments. Where indicated, we think
you
should revise your documents in response to these comments. If
you
disagree, 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.
Revised Preliminary Schedule 14A
Special Factors
Background of the Merger, page 20
1. We note the additional disclosure regarding discussions with
possible merger partners from October 2004 to April 2005. While
we
note that the discussions were preliminary in nature, expand to
clarify why these discussions were ultimately terminated.
Opinion of Financial Advisor to the Board, page 33
2. Please disclose in the discussion of each applicable analysis
the
substance of your response to comment 13 with respect to the
absence
of data underlying the various analysis conducted by JPMorgan in
its
report to your board of directors and its special committee.
* * * *
Please direct any questions to me at (202) 551-3619 or, in
my
absence, to Pam Carmody, Special Counsel, at (202) 551-3265. You
may
also contact us via facsimile at (202) 772-9203. Please send all
correspondence to us at the following ZIP code: 20549-3628.
Sincerely,
Daniel F. Duchovny
Attorney-Advisor
Office of Mergers & Acquisitions
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Spencer D. Klein, Esq.
O'Melveny & Myers LLP
December 15, 2005
Page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-3628
DIVISION OF
CORPORATION FINANCE
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