SEC Comment Letter for HENRY BIRKS & SONS INC (BGI) (CIK 0001179821) (BGI) — Oct 12, 2005
HENRY BIRKS & SONS INC (BGI) (CIK 0001179821)
Date: Oct. 12, 2005 · CIK: 0001179821 · Accession: 0000000000-05-052183
AI Filing Summary & Sentiment
File numbers found in text: 333-126936
Referenced dates: August 23, 2005
Letter
Mail Stop 3561 September 15, 2005 Sabine Bruckert, Esq. Vice President, General Counsel and Corporate Secretary Henry Birks & Sons Inc. c/o CT Corporation System 111 Eighth Avenue, 13th Floor New York, NY 10011
Re: Henry Birks & Sons Inc. Amendment No. 1 to Registration Statement on Form F-4 Filed September 8, 2005 File No. 333-126936
Dear Ms. Bruckert:
We have reviewed your filing and have the following comments. Where indicated, we think you should revise your document 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 information so we may better understand your disclosure. After reviewing this information, we may raise additional comments. Feel free to call us at the telephone numbers listed at the end of this letter. Cover Page 1. It is not sufficient to state that "after the merger" Birks Class A voting shares will be listed for trading on the American Stock Exchange. Because you are not filing a Schedule 13E-3, the stock must trade on the exchange at or before the effective time of the merger. In addition, because you cannot be certain that Birks` listing application will be accepted by the American Stock Exchange, you should state that Birks has applied for listing. Please revise.
The Merger, page 37
Mayor`s Reasons for the Merger and Negative Factors Considered, page 2. From the materials you have provided us in response to comment in our letter dated August 23, 2005, it appears that you have not stated in the registration statement potential concerns related to the merger to Mayor`s shareholders, such as reduced credit availability at Birks and foreign exchange risks arising from Birks being a Canadian company. On pages 45-46, please revise the discussion on the material negative factors considered to reflect these concerns.
* * * * *
As appropriate, please amend your registration statement in response to these comments. You may wish to provide us with marked copies of the amendment to expedite our review. Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested information. Detailed cover letters greatly facilitate our review. Please understand that we may have additional comments after reviewing your amendment and responses to our comments.
You may contact Yong Kim, Staff Accountant, at (202) 551- or Donna DiSilvio, Staff Accountant, at (202) 551-3202 if you have questions regarding comments on the financial statements and related matters. Please contact Pradip Bhaumik, Attorney-Advisor, at (202) 551-3333, Ellie Quarles, Special Counsel, at (202) 551-3238, or me at (202) 551-3720 with any other questions.
Sincerely,
H. Christopher Owings
Assistant Director
Show Raw Text
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<TEXT>
Mail Stop 3561
September 15, 2005
Sabine Bruckert, Esq.
Vice President, General Counsel
and Corporate Secretary
Henry Birks & Sons Inc.
c/o CT Corporation System
111 Eighth Avenue, 13th Floor
New York, NY 10011
Re: Henry Birks & Sons Inc.
Amendment No. 1 to Registration Statement on Form F-4
Filed September 8, 2005
File No. 333-126936
Dear Ms. Bruckert:
We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document 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
information so we may better understand your disclosure. After
reviewing this information, we may raise additional comments.
Feel
free to call us at the telephone numbers listed at the end of this
letter.
Cover Page
1. It is not sufficient to state that "after the merger" Birks
Class
A voting shares will be listed for trading on the American Stock
Exchange. Because you are not filing a Schedule 13E-3, the stock
must trade on the exchange at or before the effective time of the
merger. In addition, because you cannot be certain that Birks`
listing application will be accepted by the American Stock
Exchange,
you should state that Birks has applied for listing. Please
revise.
The Merger, page 37
Mayor`s Reasons for the Merger and Negative Factors Considered,
page
44
2. From the materials you have provided us in response to comment
21
in our letter dated August 23, 2005, it appears that you have not
stated in the registration statement potential concerns related to
the merger to Mayor`s shareholders, such as reduced credit
availability at Birks and foreign exchange risks arising from
Birks
being a Canadian company. On pages 45-46, please revise the
discussion on the material negative factors considered to reflect
these concerns.
* * * * *
As appropriate, please amend your registration statement in
response to these comments. You may wish to provide us with
marked
copies of the amendment to expedite our review. Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested information. Detailed cover
letters greatly facilitate our review. Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.
You may contact Yong Kim, Staff Accountant, at (202) 551-
3323
or Donna DiSilvio, Staff Accountant, at (202) 551-3202 if you have
questions regarding comments on the financial statements and
related
matters. Please contact Pradip Bhaumik, Attorney-Advisor, at
(202)
551-3333, Ellie Quarles, Special Counsel, at (202) 551-3238, or me
at
(202) 551-3720 with any other questions.
Sincerely,
H. Christopher Owings
Assistant Director
cc: Adam Givertz, Esq.
Shearman & Sterling LLP
Fax: (416) 360-2958
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Sabine Bruckert, Esq.
Henry Birks & Sons Inc.
September 15, 2005
Page 1
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