SEC Comment Letter for FOSTER WHEELER LTD (CIK 0001130385) — Jun 20, 2005
FOSTER WHEELER LTD (CIK 0001130385)
Date: June 20, 2005 · CIK: 0001130385 · Accession: 0000000000-05-031213
AI Filing Summary & Sentiment
File numbers found in text: 333-125223
Letter
June 8, 2005 Mail Stop 70-10 Ms. Lisa Fries Gardner c/o Foster Wheeler Inc. Perryville Corporate Park Clinton, New Jersey 08809 4000
Re: Foster Wheeler Ltd. Registration Statement on Form S-3 Filed May 25, 2005 File No. 333-125223
Dear Ms. Gardner:
We have limited our review of your filing to those issues we have addressed in the comment below. Please be as detailed as necessary in your explanation. After reviewing this information, we may raise additional comments.
Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. We welcome any questions you may have about our comments or on any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
General
1. It appears that the company is relying on Instruction I.B.4 of Form S-3 to register the issuance of common stock underlying the warrants. Please advise the staff supplementally of the steps the company has taken to comply with paragraphs (b) and (c) of general instruction I.B.4 of Form S-3.
Closing Comments
Please furnish a cover letter that provides the requested information. Detailed cover letters greatly facilitate our review. Please understand that we may have additional comments after reviewing your response to our comment.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing 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 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.
We direct your attention to Rules 460 and 461 regarding requesting acceleration of a registration statement. Pleas allow adequate time after the filing of any amendment for further review before submitting a request for acceleration. Please provide this request at least two business days in advance of the requested effective date.
Please contact Dorine Miller at (202) 551-3711 or Chris Edwards, who supervised review of your filing, at (202) 551-3742 with any questions.
Sincerely,
Pamela A. Long
Assistant Director
Show Raw Text
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<TEXT>
June 8, 2005
Mail Stop 70-10
Ms. Lisa Fries Gardner
c/o Foster Wheeler Inc.
Perryville Corporate Park
Clinton, New Jersey 08809 4000
Re: Foster Wheeler Ltd.
Registration Statement on Form S-3
Filed May 25, 2005
File No. 333-125223
Dear Ms. Gardner:
We have limited our review of your filing to those issues we
have addressed in the comment below. Please be as detailed as
necessary in your explanation. After reviewing this information,
we
may raise additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
General
1. It appears that the company is relying on Instruction I.B.4 of
Form S-3 to register the issuance of common stock underlying the
warrants. Please advise the staff supplementally of the steps the
company has taken to comply with paragraphs (b) and (c) of general
instruction I.B.4 of Form S-3.
Closing Comments
Please furnish a cover letter that provides the requested
information. Detailed cover letters greatly facilitate our
review.
Please understand that we may have additional comments after
reviewing your response to our comment.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing 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 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.
We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement. Pleas allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration. Please provide this
request at least two business days in advance of the requested
effective date.
Please contact Dorine Miller at (202) 551-3711 or Chris
Edwards,
who supervised review of your filing, at (202) 551-3742 with any
questions.
Sincerely,
Pamela A. Long
Assistant Director
cc: Tracy Kimmel, Esq.
Robert Scott, Esq.
King & Spalding LLP
1185 Avenue of the Americas
New York, New York 10036
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Ms. Lisa Fries Gardner
Foster Wheeler Ltd.
June 8, 2005
Page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0404
DIVISION OF
CORPORATION FINANCE
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