SEC Company Response from RBC Bearings INC (RBC) (CIK 0001324948) (RBC) — Aug 5, 2005
RBC Bearings INC (RBC) (CIK 0001324948)
Date: Aug. 5, 2005 · CIK: 0001324948 · Accession: 0001047469-05-020835
AI Filing Summary & Sentiment
File numbers found in text: 333-124824
Letter
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Global Markets & Investment Banking
4 World Financial Center—5th Floor
New York, New York 10080
212-449-6500
August 5, 2005
Securities and Exchange Commission
450 Fifth Street, NW
Washington, D.C. 20549
Re:
RBC Bearings Incorporated
Registration Statement No. 333-124824
Gentlemen:
We hereby join the company in requesting that the effective date for the registration statement referred to above be accelerated so that it will be declared effective at 3:00 p.m. on August 9, 2005, or as soon thereafter as possible, pursuant to Rule 430A.
The underwriters of the above issue were advised by invitation wire and in subsequent underwriting papers that they must comply with the provisions of SEC Release No. 33- 4968 of the 1933 Act and Rule 15c2-8 under the 1934 Act. Copies of the preliminary prospectus have been or will be made available in sufficient time for distribution to all prospective purchasers no less than 48 hours prior to the time it is expected confirmations will be mailed. The undersigned, as joint-lead managers, have and will, and each underwriter and each dealer has advised the undersigned that it has and will comply with Release No. 33-4968 of the 1933 Act and Rule 15c2-8 under the 1934 Act.
In connection with the foregoing and pursuant to Rule 460 please be advised that the undersigned have effected approximately the following distribution of copies of the Preliminary Prospectus dated July 26, 2005.
N.Y.S.E.
Financial Services and Publications
N.A.S.D.
Underwriters
1,810
Dealers
Individuals & Corporations
1,132
MLPF&S Inc. Branch Offices
5,631
8,620
Copies
Very truly yours,
Merrill Lynch & Co.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
KeyBanc Capital Markets, a division of McDonald Investments, Inc.
Jefferies & Company, Inc.
As Representatives
BY: Merrill Lynch, Pierce, Fenner & Smith Incorporated
By:
/s/ PALMA MAZZOLLA Palma Mazzolla
Authorized Signatory
RBC Bearings Incorporated One Tribology Center Oxford, Connecticut 06478
August 5, 2005
VIA FACSIMILE AND EDGAR
Mr. Craig Slivka
United States Securities and Exchange
Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549
Fax: 202-772-9368)
Attention: Mr. Craig Slivka:
Re:
RBC Bearings Incorporated (the "Company") Registration Statement on
Form S-1 File No. 333-124824—Originally Filed May 11, 2005
Ladies and Gentlemen:
The Company hereby requests acceleration of the effective date of its Registration Statement on Form S-1 (SEC File No. 333-124824), as amended, to 3 p.m., Eastern time, on August 9, 2005 or as soon thereafter as possible.
The Company hereby acknowledges its responsibilities under the Securities Act of 1933, as amended, and the Exchange Act of 1934, as amended, as they relate to the proposed public offering of the securities specified in the above-referenced Registration Statement. The Company hereby further acknowledges that:
•should the Commission or the staff, acting pursuant to delegated authority, declare this 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.
Please call David D. McCusker of Kirkland & Ellis LLP, counsel to the Company, at (212) 446-4734 as soon as the Registration Statement has been declared effective.
Very truly yours,
RBC BEARINGS INCORPORATED
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Global Markets & Investment Banking
4 World Financial Center—5th Floor
New York, New York 10080
212-449-6500
August 5, 2005
Securities
and Exchange Commission
450 Fifth Street, NW
Washington, D.C. 20549
Re:
RBC Bearings Incorporated
Registration Statement No. 333-124824
Gentlemen:
We
hereby join the company in requesting that the effective date for the registration statement referred to above be accelerated so that it will be declared effective at 3:00 p.m.
on August 9, 2005, or as soon thereafter as possible, pursuant to Rule 430A.
The
underwriters of the above issue were advised by invitation wire and in subsequent underwriting papers that they must comply with the provisions of SEC Release
No. 33- 4968 of the 1933 Act and Rule 15c2-8 under the 1934 Act. Copies of the preliminary prospectus have been or will be made available in sufficient time for
distribution to all prospective purchasers no less than 48 hours prior to the time it is expected confirmations will be mailed. The undersigned, as joint-lead managers, have and
will, and each underwriter and each dealer has advised the undersigned that it has and will comply with Release No. 33-4968 of the 1933 Act and Rule 15c2-8 under
the 1934 Act.
In
connection with the foregoing and pursuant to Rule 460 please be advised that the undersigned have effected approximately the following distribution of copies of the
Preliminary Prospectus dated July 26, 2005.
N.Y.S.E.
1
Financial Services and Publications
15
N.A.S.D.
5
Underwriters
1,810
Dealers
26
Individuals & Corporations
1,132
MLPF&S Inc. Branch Offices
5,631
8,620
Copies
Very truly yours,
Merrill Lynch & Co.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
KeyBanc Capital Markets, a division of McDonald Investments, Inc.
Jefferies & Company, Inc.
As Representatives
BY: Merrill Lynch, Pierce, Fenner & Smith Incorporated
By:
/s/ PALMA MAZZOLLA Palma Mazzolla
Authorized Signatory
2
RBC Bearings Incorporated
One Tribology Center
Oxford, Connecticut 06478
August 5, 2005
VIA FACSIMILE AND EDGAR
Mr. Craig
Slivka
United States Securities and Exchange
Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549
Fax: 202-772-9368)
Attention: Mr. Craig
Slivka:
Re:
RBC Bearings Incorporated (the "Company") Registration Statement on
Form S-1 File No. 333-124824—Originally Filed May 11, 2005
Ladies
and Gentlemen:
The
Company hereby requests acceleration of the effective date of its Registration Statement on Form S-1 (SEC File No. 333-124824), as amended, to
3 p.m., Eastern time, on August 9, 2005 or as soon thereafter as possible.
The
Company hereby acknowledges its responsibilities under the Securities Act of 1933, as amended, and the Exchange Act of 1934, as amended, as they relate to the proposed public
offering of the securities specified in the above-referenced Registration Statement. The Company hereby further acknowledges that:
•should
the Commission or the staff, acting pursuant to delegated authority, declare this 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.
Please
call David D. McCusker of Kirkland & Ellis LLP, counsel to the Company, at (212) 446-4734 as soon as the Registration Statement has been declared
effective.
Very truly yours,
RBC BEARINGS INCORPORATED
By:
/s/ DANIEL A. BERGERON
Name: Daniel A. Bergeron
Its: Chief Finanical Officer
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RBC Bearings Incorporated One Tribology Center Oxford, Connecticut 06478 August 5, 2005