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SEC Company Response from SIMMONS CO (CIK 0001275211) — Dec 27, 2005

SIMMONS CO (CIK 0001275211)
Date: Dec. 27, 2005 · CIK: 0001275211 · Accession: 0000950144-05-013033

AI Filing Summary & Sentiment

File numbers found in text: 333-124138

Date
December 27, 2005
Author
Simmons Company
Form
CORRESP
Company
SIMMONS CO (CIK 0001275211)

Letter

Re: Simmons Company Registration Statement on Form S-4 (No. 333-124138)

<PAGE>

Simmons Company One Concourse Parkway, Suite 800 Atlanta, Georgia 30328

December 27, 2005

VIA EDGAR AND FACSIMILE

Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended (the "Act"), Simmons Company (the "Company") hereby respectfully request that the effective date of the Company's Amendment No. 2 to Registration Statement on Form S-4 (File No. 333-124138) (the "Registration Statement") be accelerated so that it becomes effective at 3:00 p.m. (Eastern time) on December 29, 2005 or as soon thereafter as practicable.

In connection with the filing of the Registration Statement, the Company acknowledges that the disclosure in the filing is the responsibility of the Company. The Company represents to the Commission 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 and the Company represents that it will 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.

The Company further acknowledges that 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 disclosures in the filing.

The Company hereby confirms to you that it is aware of its obligations under the Act and the Securities Exchange Act of 1934, as amended, with respect to the public offering of securities specified in the Registration Statement.

Please call Alexander Lynch of Weil, Gotshal & Manges LLP at (212) 310-8971 to confirm such effectiveness or if you have any questions.

Very truly yours,
Simmons Company

Show Raw Text
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<PAGE>

                                 Simmons Company
                        One Concourse Parkway, Suite 800
                             Atlanta, Georgia 30328

                                December 27, 2005

VIA EDGAR AND FACSIMILE

Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C.  20549

                  Re:      Simmons Company
                           Registration Statement on Form S-4 (No. 333-124138)

Ladies and Gentlemen:

                  Pursuant to Rule 461 under the Securities Act of 1933, as
amended (the "Act"), Simmons Company (the "Company") hereby respectfully
request that the effective date of the Company's Amendment No. 2 to Registration
Statement on Form S-4 (File No. 333-124138) (the "Registration Statement") be
accelerated so that it becomes effective at 3:00 p.m. (Eastern time) on December
29, 2005 or as soon thereafter as practicable.

                  In connection with the filing of the Registration Statement,
the Company acknowledges that the disclosure in the filing is the responsibility
of the Company. The Company represents to the Commission 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 and the Company represents that it will 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.

                  The Company further acknowledges that 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 disclosures in the filing.

                  The Company hereby confirms to you that it is aware of its
obligations under the Act and the Securities Exchange Act of 1934, as amended,
with respect to the public offering of securities specified in the Registration
Statement.

                  Please call Alexander Lynch of Weil, Gotshal & Manges LLP at
(212) 310-8971 to confirm such effectiveness or if you have any questions.

                                 Very truly yours,

                                 Simmons Company

                                 By: /s/ William S. Creekmuir
                                    -----------------------------------------
                                 Name:    William S. Creekmuir
                                 Title:   Executive Vice President and Chief
                                          Financial Officer

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