Trinity Place Holdings Inc. – ‘SC TO-I/A’ on 5/18/06 re: Trinity Place Holdings Inc. – ‘CORRESP’

On:  Thursday, 5/18/06, at 3:52pm ET   ·   Private-to-Public:  Document ¶  –  Release Delayed to:  11/15/06   ·   Accession #:  930413-6-3875   ·   File #:  5-39363

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

Amendment to Tender-Offer Statement – Issuer Tender Offer   —   Sch. TO
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC TO-I/A   Amendment to Tender-Offer Statement - Issuer          10     43K 
                          Tender Offer                                           
 2: CORRESP   ¶ Comment-Response or Other Letter to the SEC            3     11K 

Delayed-Release ‘CORRESP’   —   Comment-Response or Other Letter to the SEC

CORRESP
1st Page of 3
TOC
↑Top
Previous
Next
↓Bottom
Just 1st
 
SYMS CORP.
SYMS WAY
Secaucus, NJ 07094

May 18, 2006

Securities and Exchange Commission                                              
Washington, DC 20549                                                            
Attention:    Daniel F. Duchovny, Esq.                                          
Special Counsel                                     
Office of Mergers and Acquisition                   

RE: SYMS CORP.          
                  SCHEDULE TO-I FILED APRIL 27, 2006
      SEC FILE NO. 005-39363
                  ----------------------------------

Ladies and Gentlemen:                                                           

         Syms Corp. (the "Company"), is filing amendment No. 1 (the "Amendment")
to its Schedule TO-I in response to the questions raised by the Commission in   
its letter of comments dated May 8, 2006. Set forth below is the Company's      
response to Commission's comments.                                              

OFFER TO PURCHASE                                                               

FORWARD-LOOKING STATEMENTS                                                      

1.       We note you refer to the definition of forward-looking statements      
      included in the Private Securities Litigation Reform Act of 1995. We
     note a similar reference in exhibit (a)(1)(F) to the Schedule TO-I.
      Note that the safe harbor protections for forward-looking statements
     contained in the federal securities laws do not apply to statements
         made in connection with a tender offer. See Section 21E(b)(2)(C) of the
Securities Exchange Act of 1934 and Regulation M-A telephone  
         interpretation M.2 available at www.sec.gov in the July 2001 Supplement
       to the Division of Corporation Finance's Manual of Publicly Available
        Telephone Interpretations. Please revise your offer document to delete
         the reference to the Act of 1995 and confirm that you will avoid making
       reference to that Act in all future communications in connection with
the tender offer.                                             

       The Amendment restates the introductory paragraph of "Forward Looking
Statements" to eliminate reference to the Private Securities Litigation Reform  
Act of 1995. This letter will also confirm that the Company will avoid making   
reference to that Act in all future communications in connection with the tender
offer.                                                                          

SUMMARY TERM SHEET                                                              

2.       We note in the answer to "Once I have tendered shares in the tender    
         offer, can I withdraw my tender?" that security holders will be able to
       withdraw any securities not accepted for payment on May 26, 2006, the
   same date as the offer's expiration. We also note that you do not
    expect to begin paying for tendered securities until at least five
       business days after the expiration of the offer. Please reconcile the
referenced disclosure. Refer to Rule 13e-4(f)(2)(ii).         

          The Amendment revises both the answer to the question "Once I have
tendered shares in the tender offer, can I withdraw my tender?" to provide that 
if the Company has not accepted for payment the shares                          

CORRESP
2nd Page of 3
TOC
1st
Previous
Next
↓Bottom
Just 2nd
tendered, the tendering stockholder may also withdraw his or her shares after   
12:01 A.M., New York City time, on June 23, 2006, which is 40 business days     
after the commencement of the tender offer.                                     

CONDITIONS OF THE TENDER OFFER                                                

3.       A tender offer may be conditioned on a variety of events and           
         circumstances, provided that they are not within the direct or indirect
       control of the bidder, and are drafted with sufficient specificity to
allow for objective verification that the conditions have been
     satisfied. The third sub-bullet point to the second bullet point in
        this section conditions the offer on whether the contemplated benefits
      the company may enjoy from the offer are materially impaired. Please
      revise to specify or generally describe the benefits of the offer to
   you so that security holders will have the ability to objectively
determine whether the condition has been triggered.           

    Section 7 of the Offer to Purchase was amended to delete the
following condition: "materially impair the contemplated benefits of the tender 
offer to us; or"                                                                

4.       Refer to the last paragraph of this section relating to your failure to
     exercise any of the rights described in this section. This language
     suggests that once an offer condition is triggered, you must decide
      whether or not to waive the condition. Note that when a condition is
       triggered and you decide to proceed with the offer anyway, we believe
         that this constitutes a waiver of the triggered condition(s). Depending
   on the materiality of the waived condition and the number of days
     remaining in the offer, you may be required to extend the offer and
      recirculate new disclosure to security holders. You may not, as this
  language seems to imply, simply fail to assert a triggered offer
      condition and thus effectively waive it without officially doing so.
Please confirm your understanding supplementally.             

         The Company hereby confirms that in the event that it proposes to
waive a material condition the Company will recirculate the new disclosure and, 
if necessary, extend the offer.                                                 

SOURCE AND AMOUNT OF FUNDS                                                      

5.       We note that you may use borrowings from a bank credit facility to     
         purchase shares. If so, please provide the information required by Item
         1007(d) of Regulation M-A, including a description of the interest rate
calculations and the current interest rates available to you. 

          Section 9 of the Offer to Purchase has been revised to reflect the
sale of the real property and to provide information as to the interest rate    
payable by the Company under its loan agreement.                                

CERTAIN INFORMATION CONCERNING SYMS                                           

6.       We note in two places in this section that you attempt to incorporate  
     by reference into the offering document all filings made while your
     offer is pending. However, Schedule TO does not expressly authorize
        such "forward incorporation by reference." Rather, General Instruction
    F specifies how you may incorporate by reference in a Schedule TO.
Please revise.                                                

         Section 10 of the Offer to Purchase has been revised to eliminate
references to any forward incorporation by reference.                           

7.       We note you have incorporated by reference the financial information   
       required by Item 1010(a) of Regulation M-A. Please tell us your basis
       for not including the pro forma financial statements required by Item
         1010(b) of Regulation M-A. Alternatively, provide the summary financial
       information required by Item 1010(c) of Regulation M-A, including the
ratio of earnings to fixed charges.                           

-2- 

CORRESP
Last Page of 3
TOC
1st
Previous
Next
↓Bottom
Just 3rd
     The Company does not believe that the financial statement are
material to the offer for the following reasons.                                

       Instruction 2 of Item 10 of Schedule TO provides that financial
statements are not considered material if the following three tests are met, all
of which are met with respect to the tender offer:                              

(i)      The consideration consists solely of cash.     

(ii)     There is no financing contingency.             

         (iii)    We are a reporting company and file our reports with the
Commission using the Edgar system.                                              

           Further, the maximum purchase price is approximately $60.3 million.
The Company has a loan agreement pursuant to which it can borrow up to $30      
million. This loan agreement has been disclosed in the Company's filing with the
Commission. As a result of a recent amendment, the Company is expressly         
permitted to borrow up to $28 million to fund the tender offer.                 

       At February 25, 2006, the last day of the Company's most recent
fiscal year, the Company has available cash of approximately $30.0 million. In  
May 2006, the Company sold its real estate in Dallas, Texas, from which it      
realized net proceeds of approximately $13.2 million, and the Company has a     
contract to sell its real estate in Rochester, New York from which it expects to
receive net proceeds of approximately $2.9 million in May 2006. The cash on hand
at February 25, 2006, together with the net proceeds from the sale of the real  
estate, provides the Company with approximately $45.0 million available for use 
in the tender offer, without giving effect to any cash generated by its business
during the second quarter of the current fiscal year. As a result, the maximum  
borrowing necessary to complete the tender offer is approximately $15 million.  
To the extent that the purchase price in the tender offer is less than $18 per  
share or less than all of the shares are tendered, the Company will require less
funds under its loan agreement.                                                 

     In addition, the Company includes the following disclosure in
Section 10 of the Offer to Purchase: "As long as the debt we incur in purchasing
shares in the tender offer is outstanding we will incur interest expense on the 
money which we borrowed and we will not receive significant interest income. As 
noted above, the funds we will have on hand at the closing of the offering,     
combined with the borrowing availability under our existing credit agreement,   
should be sufficient to enable us to fund the purchase of the shares in the     
tender offer and we do not believe that our operations will be impaired by      
incurring this debt. For the year ended February 25, 2006, our interest expense 
was approximately $181,000, our interest income was approximately $1.1 million, 
and we generated approximately $20.1 million from our operations."              

       In view of the foregoing, the Company does not believe that the
inclusion of pro forma financial information in the tender offer material is    
either required by the SEC rules or material to an investor's decision as to    
whether or not to tender his or her shares. The Company has, however, included  
summary historical financial information in the Section 10 of the Offer to      
Purchase.                                                                       

8.       Please provide the disclosure required by Items 1005(e) and 1008(b) of 
Regulation M-A.                                               

           Section 11 of the Offer to Purchase has been amended to provide the
information with respect to agreement and understandings relating to the        
Company's securities and the absence of any transactions (other than an option  
exercise and sale of the underlying securities) in the Company's securities by  
the Company or any of its officers, directors or control parties during the past
60 days.                                                                        

INTERESTS OF DIRECTORS AND EXECUTIVE OFFICERS                                   

9.       Please add a column to the beneficial ownership table to disclose the  
       percentage of your outstanding securities that the beneficial holders
listed will hold after the offer.                             

         The table of principal stockholders has been revised to set forth
the percentage interest of Sy Syms and Marcy Syms if the Company purchases all  
of the shares it is offering to purchase. The Company is not in a position to   
provide any information with respect to the post-offering holdings of any 5%    
stockholders who are not officers and directors.                                

U.S. FEDERAL INCOME TAX CONSEQUENCES                                            

10.      While you may recommend that security holders consult their tax        
         advisors with respect to their particular tax consequences, you may not
"urge" them to do so. Please revise.                          

          Section 14 of the Offer to Purchase has been amended to delete the
reference to "urge" and to use the word "recommend" instead.                    

CLOSING COMMENTS                                                                

The Company hereby acknowledges that:                           

    o  the Company is responsible for the adequacy and accuracy of the
disclosure in the filing;                               

 o  staff comments or changes to disclosure in response to staff
            comments do not foreclose the Commission from taking any action with
respect to the filing; and                              

  o  the Company may not assert staff comments 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.

                    SYMS CORPORATION

                  /s/ MARCY SYMS
                                         -------------------------------------
              Marcy Syms
                                         President and Chief Executive Officer

-3- 

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC TO-I/A’ Filing		Date		First		Last			Other Filings
		6/23/06		2
		5/26/06		1
Filed on:		5/18/06		1
		5/8/06		1					UPLOAD
		4/27/06		1					SC TO-I
		2/25/06		3
									List all Filings