SEC – ‘UPLOAD’ from 4/6/06 re: De Rigo SpA – ‘LETTER’

On:  Thursday, 4/6/06, at 10:29am ET   ·   Private-to-Public:  Filing ¶  –  Release Delayed to:  9/20/06   ·   Accession #:  0-6-16215

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Delayed-Release Comment or Other Letter from the SEC
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: LETTER      Comment or Other Letter from the SEC                   4±    16K 


Mail Stop 3628                                                                  

September 7, 2005                                                               

Via U.S. Mail and facsimile to (212) 225-3999                                   
Colin Longhurst, Managing Director                                              
De Rigo Holding B.V.                                                            
450 Herengracht                                                                 
1017 C.A. Amsterdam, the Netherlands                                            

Re:     De Rigo S.p.A.                                                          
Schedule 13E-3/TO-T/A                                               
Filed by DR 3 S.r.l., Ennio De Rigo,                                
Walter De Rigo and De Rigo Holding B.V.                   
Filed September 1, 2005                                             
File No. 05-48824                                                   

Dear Mr. Longhurst:                                                             

We have the following comments on the above referenced              
filing.                                                                         
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.                                                         

Schedule TO/13E-3                                                               

General                                                                         
1. We note your response to prior comment 1.  Please advise us as               
to                                                                              
how the parties complied with the dissemination requirements of                 
Rule                                                                            
14d-4.  We note that the offer documents were disseminated to                   
record                                                                          
holders and to all DTC participants. It is unclear whether the                  
parties furnished the documents to beneficial owners in Italy or                
otherwise inquired as to the beneficial owners holding through the              
participants.  Please advise.                                                   
2. Please revise to disclose your response to prior comment 6.                  

Offer to Purchase                                                               

Special Factors, page 8                                                         

Purpose of and Reasons for the Offer, page 8                                    
3. We refer you to your response to prior comment 13.  Please                   
revise                                                                          
your Offer to Purchase to include this response.                                

Positions of DR 3, De Rigo Holding and the De Rigo Brothers                     
Regarding                                                                       
Fairness of the Offer, page 9                                                   
4. We refer you to prior comment 17.  Because this transaction                  
affects subsets of unaffiliated stockholders differently, Rule                  
13e-3                                                                           
requires a separate fairness determination for each group of                    
unaffiliated stockholders.  See Question & Answer No. 19 in                     
Exchange                                                                        
Act Release No. 17719 (April 13, 1981).  Please continue to expand              
your disclosure address why each filing person believes this                    
transaction is fair to those unaffiliated stockholders who will                 
participate in the tender offer, as well as those who will remain               
security holders.  This disclosure should address each filing                   
person`s determination as it relates to the factors addressed in                
Item                                                                            
1014.  To the extent that the factors for determining fairness                  
were                                                                            
the same for the unaffiliated security holders that will tender                 
and                                                                             
those that will remain security holders, please disclose.                       
5. We reissue prior comment 18.  Did the filing persons consider                
any                                                                             
negative factors in assessing the fairness of the transaction to                
the                                                                             
unaffiliated stockholders, including those who decide to tender                 
and                                                                             
those who do not?  Although we note your response to our prior                  
comment it does not appear to address our concern.  Please revise.              
The Tender Offer, page 16                                                       
8. Certain Information Concerning De Rigo, page 26                              
6. We refer you to prior comment 23.  We continue to believe that               
your disclosure should include all projected information in the                 
Offer                                                                           
materials.  If you continue to believe that other projections are               
not                                                                             
material, supplementally provide us with the projections and an                 
analysis as to why "the Filing Persons believe this additional                  
detail                                                                          
is not material in this context and therefore believe that                      
disclosure                                                                      
of that detail is not required."                                                
7. Please disclose your response to prior comment 24 in your Offer              
to                                                                              
Purchase.                                                                       
8. We note your response to prior comment 25.  It is unclear why                
you                                                                             
believe that the projections need not comply with the requirements              
of                                                                              
Regulation G.  Please provide further analysis.                                 

11.  Certain Conditions of the Offer, page 33                                   
9. We reissue prior comment 29.  While you may condition your                   
tender                                                                          
offer on any number of conditions, those conditions must be                     
clearly                                                                         
and specifically described in your offer materials and must be                  
outside of your control.  We are concerned that some of the listed              
offer conditions are so broadly drafted as to potentially render                
this                                                                            
offer illusory, and to make it impossible for a security holder to              
determine what events or occurrences will allow you to terminate                
it.                                                                             
For example, but without limitation, condition (a) refers to                    
"threatened" actions.  A tender offer may only be subject to                    
conditions that are drafted with sufficient specificity to allow                
for                                                                             
objective verification that the conditions have been satisfied.                 
In                                                                              
this regard, revise this and other conditions to remove the term                
"threatened," as it is unclear how these actions could be                       
objectively                                                                     
determined.                                                                     

Closing                                                                         

As appropriate, please amend your filing.  You may wish to        
provide us with marked copies of the amendment to expedite our                  
review.  Please furnish a cover letter with your amendment that                 
keys                                                                            
your responses to our comments and provides any requested                       
information.  Detailed cover letters greatly facilitate our                     
review.                                                                         
Please understand that we may have additional comments after                    
reviewing your amendment and responses to our comments.                         

Please direct any questions to me at (202) 551-3456.  You           
may                                                                             
also contact me via facsimile at (202) 772-9203.                                

                                                                      Very truly
yours,                                                                          

Jeffrey                                                         
B. Werbitt                                                                      
                                                                Attorney-Advisor
Office of Mergers & Acquisitions

cc:     William A. Groll, Esquire                                               
Cleary Gottlieb Steen & Hamilton LLP                                
55 Basinghall Street                                                
EC2V 5EH London, England                                                        

Colin Longhurst, Managing Director                                              
De Rigo Holding B.V.                                                            
August 19, 2005                                                                 
Page 1                                                                          

UNITED STATES                                                                   
SECURITIES AND EXCHANGE COMMISSION                                              
WASHINGTON, D.C. 20549-0303                                                     

DIVISION OF                                                   
CORPORATION FINANCE                                                             

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘UPLOAD’ Filing		Date		Other Filings
Release Delayed to:		9/20/06		UPLOAD
Filed on:		4/6/06		UPLOAD
		9/7/05		UPLOAD
		9/1/05		SC 13E3/A,  SC TO-T/A,  UPLOAD
		8/19/05		UPLOAD
				List all Filings

1 Previous Filing that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 9/01/05  DR 3 S.r.l.                       SC TO-T/A              1:84K  De Rigo SpA                       Donnelley … Solutions/FA