SEC Comment Letter for Foundation Coal Holdings, Inc. (CIK 0001301063) — Nov 24, 2004
Foundation Coal Holdings, Inc. (CIK 0001301063)
Date: Nov. 24, 2004 · CIK: 0001301063 · Accession: 0000000000-04-037745
AI Filing Summary & Sentiment
File numbers found in text: 333-118427
Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549-0405 DIVISION OF CORPORATION FINANCE November 23, 2004 via U.S. mail via facsimile Greg A. Walker, Esq. Edward P. Tolley III, Esq. General Counsel Simpson Thacher & Bartlett LLP Foundation Coal Holdings, Inc. (F) (212) 455-2502 999 Corporate Boulevard Suite 300 Linthicum Heights, Maryland 21090-2227
Re: Foundation Coal Holdings, Inc. Form S-1/A#4 filed November 19, 2004 File No. 333-118427
Dear Mr. Walker:
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 supplemental information so we may better understand your disclosure. After reviewing this information, we may or may not 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.
Risk Factors, page 15
1. We note that you intend to use $46.4 million of the proceeds to reduce your indebtedness. Nonetheless, disclose in a new risk factor that you are principally using the proceeds to pay the $350,000,000 dividend to your current stockholders, rather than for other purposes, such as to grow your business or to pay down your debt.
Closing Comments
Please direct questions to Perry Hindin at (202) 942-2822 or, in his absence, to Timothy Levenberg, Special Counsel, at (202) 942-1896. Please send all correspondence to us at the following ZIP code: 20549-0405.
Sincerely,
H. Roger Schwall
Assistant Director
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0405
DIVISION OF
CORPORATION FINANCE
November 23, 2004
via U.S. mail via facsimile
Greg A. Walker, Esq. Edward P. Tolley III, Esq.
General Counsel Simpson Thacher & Bartlett LLP
Foundation Coal Holdings, Inc. (F) (212) 455-2502
999 Corporate Boulevard
Suite 300
Linthicum Heights, Maryland 21090-2227
Re: Foundation Coal Holdings, Inc.
Form S-1/A#4 filed November 19, 2004
File No. 333-118427
Dear Mr. Walker:
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 supplemental
information so we may better understand your disclosure. After
reviewing this information, we may or may not 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.
Risk Factors, page 15
1. We note that you intend to use $46.4 million of the proceeds to
reduce your indebtedness. Nonetheless, disclose in a new risk factor
that you are principally using the proceeds to pay the $350,000,000
dividend to your current stockholders, rather than for other
purposes, such as to grow your business or to pay down your debt.
Closing Comments
Please direct questions to Perry Hindin at (202) 942-2822 or, in his
absence, to Timothy Levenberg, Special Counsel, at (202) 942-1896.
Please send all correspondence to us at the following ZIP code:
20549-0405.
Sincerely,
H. Roger Schwall
Assistant Director
cc: P. Hindin
T. Levenberg
R. Baer
G. Schuler
S. Eisen
K. Calder
via facsimile
Edward P. Tolley III, Esq.
Foundation Coal Holdings, Inc.
November 23, 2004
page 1
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