SEC Company Response from Horizon Lines, Inc. (CIK 0001302707) — Jun 6, 2005
Horizon Lines, Inc. (CIK 0001302707)
Date: June 6, 2005 · CIK: 0001302707 · Accession: 0001193125-05-120869
AI Filing Summary & Sentiment
File numbers found in text: 333-123073
Referenced dates: June 3, 2005
Letter
VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Attention: Ms. Jennifer G. Williams Re: Horizon Lines, Inc. Registration Statement on Form S-1 (the “Registration Statement”) File No. 333-123073
Dear Ms. Williams:
On behalf of Horizon Lines, Inc. (the “Registrant”), we are hereby submitting, via EDGAR, to the Securities and Exchange Commission (the “Commission”) a redacted copy of a letter dated June 3, 2005 (the “Response Letter”) that was faxed to you by us, on behalf of the Registrant, on June 3, 2005, in connection with the above-referenced Registration Statement. This submission of the Response Letter is being made via EDGAR at your request and in accordance with Rule 418(b) of the Securities Act of 1933, as amended.
In addition, on behalf of the Registrant, we are sending you, by overnight delivery, a request for confidential treatment of the redacted portions of the Response Letter pursuant to Rule 83, 17 C.F.R. 200.83, of the Freedom of Information Act.
If you have any questions, please contact us.
Very truly yours,
/s/ ERIC PIASTA
Eric Piasta
Enclosure
ANNEX A
(See Attached)
Writer’s Direct Number
Writer’s E-mail Address
(212) 756-2431
andre.weiss@srz.com
June 3, 2005
VIA FAX/EDGAR
Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549
Attention: Mr. Max Webb
Ms. Jennifer G. Williams
Re: Horizon Lines, Inc. (the “Company”)
Registration Statement on Form S-1
File No. 333-123073 (the “Registration Statement”)
Dear Mr. Webb and Ms. Williams:
Thank you for giving us and Richard Farley of Cahill Gordon & Reindel LLP the opportunity this afternoon to discuss the Staff’s concerns regarding “gun-jumping” relating to the above-captioned Registration Statement. Capitalized terms used but not defined in this letter have the meanings ascribed to them in my letter to Ms. Williams of May 18, 2005.
This letter confirms in writing the Company’s responses to your inquiries in our earlier conversation, as I separately communicated to Ms. Williams this afternoon.
* * *
*** Portions hereof have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment by Eric Piasta in accordance with Rule 83, 17 C.F.R. 200.83.
Securities and Exchange Commission
June 3, 2005
Page 2
* * *
We understand that, notwithstanding the foregoing, the Staff continues to be concerned about the potential “gun-jumping” arising from the publication of the LSE Article. As we noted in our letter of May 18, 2005, we believe that the inclusion of a Risk Factor concerning a possible Section 5 concern is not warranted for inclusion in the Prospectus. The circumstances relating to the LSE Article, in our view, do not support a conclusion that the Company’s role in the publication of the LSE Article constituted a violation of Section 5 of the Securities Act of 1933. Furthermore, nearly five months have passed since Mr. Raymond’s initial interview and four months have passed since the publication of the LSE Article, which is substantially longer than the bright-line, 30-day test bright-line proposed by the Staff last fall. Also, the LSE Article appeared in a foreign publication with limited U.S. subscribers that is available at a cost of approximately $1,600 per year and has a very limited subscription. We also note that the offering under the Registration Statement must be overwhelmingly conducted in the U.S. in order to ensure the Company’s continued qualification as a U.S. citizen within the meaning of the Jones Act, thereby severely limiting the prospective investor impact of an article primarily read by non-U.S. persons.
The Company has authorized us to ensure the Staff that it intends to scrupulously comply with its Section 5 obligations with respect to its securities offerings, as well as with its other federal securities laws obligations, in the future.
Give the amount of time that has already passed, we would like to resolve this matter as expeditiously as possible. Please advise me if you have any further concerns or comments.
Very truly yours,
/s/ ANDRÉ WEISS
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CORRESP
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filename1.htm
SEC Correspondence
Writer’s Direct Number
(212) 756-2427
Writer’s E-mail Address
eric.piasta@srz.com
June 6, 2005
VIA
EDGAR
Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549
Attention: Ms. Jennifer G. Williams
Re:
Horizon Lines, Inc.
Registration Statement on Form
S-1 (the “Registration Statement”)
File No. 333-123073
Dear Ms. Williams:
On behalf of Horizon Lines, Inc. (the “Registrant”), we are
hereby submitting, via EDGAR, to the Securities and Exchange Commission (the “Commission”) a redacted copy of a letter dated June 3, 2005 (the “Response Letter”) that was faxed to you by us, on behalf
of the Registrant, on June 3, 2005, in connection with the above-referenced Registration Statement. This submission of the Response Letter is being made via EDGAR at your request and in accordance with Rule 418(b) of the Securities Act of 1933, as
amended.
In addition, on behalf of the Registrant, we are
sending you, by overnight delivery, a request for confidential treatment of the redacted portions of the Response Letter pursuant to Rule 83, 17 C.F.R. 200.83, of the Freedom of Information Act.
If you have any questions, please contact us.
Very truly yours,
/s/ ERIC
PIASTA
Eric Piasta
Enclosure
ANNEX A
(See Attached)
Writer’s Direct Number
Writer’s E-mail Address
(212) 756-2431
andre.weiss@srz.com
June 3, 2005
VIA FAX/EDGAR
Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549
Attention: Mr. Max Webb
Ms. Jennifer G. Williams
Re:
Horizon Lines, Inc. (the “Company”)
Registration Statement on Form S-1
File No. 333-123073 (the “Registration Statement”)
Dear Mr. Webb and Ms. Williams:
Thank you for giving us and Richard Farley of Cahill Gordon & Reindel
LLP the opportunity this afternoon to discuss the Staff’s concerns regarding “gun-jumping” relating to the above-captioned Registration Statement. Capitalized terms used but not defined in this letter have the meanings ascribed to
them in my letter to Ms. Williams of May 18, 2005.
This letter
confirms in writing the Company’s responses to your inquiries in our earlier conversation, as I separately communicated to Ms. Williams this afternoon.
* * *
***
Portions hereof have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment by Eric Piasta in accordance with
Rule 83, 17 C.F.R. 200.83.
Securities and Exchange Commission
June 3, 2005
Page 2
* * *
We understand that, notwithstanding the foregoing, the Staff continues to be
concerned about the potential “gun-jumping” arising from the publication of the LSE Article. As we noted in our letter of May 18, 2005, we believe that the inclusion of a Risk Factor concerning a possible Section 5 concern is not warranted
for inclusion in the Prospectus. The circumstances relating to the LSE Article, in our view, do not support a conclusion that the Company’s role in the publication of the LSE Article constituted a violation of Section 5 of the Securities Act of
1933. Furthermore, nearly five months have passed since Mr. Raymond’s initial interview and four months have passed since the publication of the LSE Article, which is substantially longer than the bright-line, 30-day test bright-line proposed
by the Staff last fall. Also, the LSE Article appeared in a foreign publication with limited U.S. subscribers that is available at a cost of approximately $1,600 per year and has a very limited subscription. We also note that the offering under the
Registration Statement must be overwhelmingly conducted in the U.S. in order to ensure the Company’s continued qualification as a U.S. citizen within the meaning of the Jones Act, thereby severely limiting the prospective investor impact of an
article primarily read by non-U.S. persons.
The Company has
authorized us to ensure the Staff that it intends to scrupulously comply with its Section 5 obligations with respect to its securities offerings, as well as with its other federal securities laws obligations, in the future.
Give the amount of time that has already passed, we would like to resolve
this matter as expeditiously as possible. Please advise me if you have any further concerns or comments.
Very truly yours,
/s/ ANDRÉ WEISS
André Weiss
cc:
Marcel Fournier, Castle Harlan, Inc.
Charles G. Raymond,
Horizon Lines, Inc.
Robert S. Zuckerman, Esq., Horizon Lines, Inc.
Richard Farley, Esq., Cahill Gordon & Reindel LLP
***
Portions hereof have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment by Eric Piasta in accordance with
Rule 83, 17 C.F.R. 200.83.