SEC Company Response from Mueller Water Products, (MWA) — May 23, 2006
Mueller Water Products, Inc.
Date: May 23, 2006 · CIK: 0001350593 · Accession: 0001047469-06-007541
AI Filing Summary & Sentiment
File numbers found in text: 333-131536
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CORRESP
1
filename1.htm
Mueller Water Products, Inc.
4211 W. Boy Scout Blvd.
Tampa, FL 33607
May
23, 2006
VIA FACSIMILE AND EDGAR
Pamela
A. Long
Lesli
Sheppard
Craig
Slivka
Division
of Corporation Finance
Securities
and Exchange
Mail
Stop 7010
100
F Street, N.E.
Washington
D.C. 20549
Re: Mueller Water Products,
Inc.
Registration
Statement on Form S-1
File No.:
333-131536
Ladies and Gentlemen:
Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the “Act”), the
undersigned hereby requests that the effective date of the above-referenced
Registration Statement on Form S-1 of Mueller Water Products, Inc. (the
“Company”) be accelerated so that the Registration Statement may become
effective at 3:00 p.m. EST on May 25, 2006, or as soon as possible thereafter. In this regard, the Company is aware of its
obligations under the Act.
The
Company acknowledges that:
• should the
Securities and Exchange Commission (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;
• 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 a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the United
States.
Very
truly yours,
Mueller
Water Products, Inc.
By:
/s/
VICTOR P. PATRICK
Victor
P. Patrick
Vice
President and Secretary
May 23, 2006
VIA FACSIMILE AND EDGAR
Pamela Long/Lesli Sheppard/Craig Slivka
Division of Corporation Finance
U.S. Securities and Exchange Commission
Mail Stop 7010
100 F Street, N.E.
Washington, D.C. 20549
Re: Mueller Water Products, Inc.
Registration Statement No. 333-131536
Dear Ms. Long, Ms. Sheppard and Mr. Slivka:
In connection with the above referenced Registration Statement, and
pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Securities
Act”), we hereby join in the request of Mueller Water Products, Inc. that
the effective date of the Registration Statement be accelerated so that it will
be declared effective at 3:00 p.m., Eastern Time, on May 25, 2006, or as soon
thereafter as possible.
Pursuant to Rule 460 under the Securities Act, please be advised that
between May 12, 2006 and May 23, 2006, the undersigned have effected the
following approximate distribution of copies of the Preliminary Prospectus
Supplement, dated May 12, 2006 (the “Preliminary Prospectus”):
Institutions
5,400
Underwriters and Others
12,600
Total
copies:
18,000
In connection with the Preliminary Prospectus distribution for the
above-referenced issue, the prospective underwriters have confirmed that they
are complying with the 48-hour requirement as promulgated by Rule 15c2-8 under
the Securities Exchange Act of 1934, as amended.
Very truly yours,
BANC OF AMERICA
SECURITIES LLC
MORGAN STANLEY & CO. INCORPORATED
LEHMAN BROTHERS INC.
SUNTRUST CAPITAL MARKETS, INC.
GOLDMAN, SACHS & CO.
AVONDALE PARTNERS, LLC
CALYON SECURITIES (USA) INC.
By:
Banc of America Securities LLC
By:
/s/ ANDREW
W. WILSON
Andrew W. Wilson
Managing
Director