SEC – ‘UPLOAD’ from 2/23/05 re: Dobson Communications Corp – ‘LETTER’

On:  Wednesday, 2/23/05, at 5:01pm ET   ·   Private-to-Public:  Filing ¶  –  Release Delayed to:  6/13/06   ·   Accession #:  0-5-8705

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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±    17K 


February 2, 2005                                                                

Via Facsimile (312) 706-8218 and U.S. Mail                                      

Paul Theiss, Esq.                                                               
Mayer, Brown, Rowe & Maw LLP                                                    
190 South LaSalle Street                                                        
Chicago, Illinois 60603                                                         

Re:     Dobson Communication Corporation                                        
Form S-4 filed January 18, 2005                                 
File No. 333-122089                                             

Pre 14C filed January 18, 2005                                  
File No. 0-29225                                                

Schedule TO-I filed January 19, 2005                                
File No. 5-60167                                                    

Dear Mr. Theiss:                                                                

We have reviewed the above-referenced filing and have the           
following comments.                                                             

General                                                                         

1. Please establish a toll-free number or other means that would                
permit holders to determine a representative exchange ratio during              
the averaging period.                                                           

2. Disclose when and how you will announce the exchange ratio                   
after the completion of the averaging period.                                   

3. At present, it does not appear that the determination of the                 
final exchange ratio will comply with Rule 13e-4(e)(3)(ii).  If you are         
relying on the TXU Corporation no action letter(publicly available              
September 11, 2004), then it appears that the final exchange ratio              
should be set prior to the opening of the second full business day              
preceding the expiration of the offer.  Your offer, however, will               
not remain open for two full business days after the valuation date             
because it is set to expire at 5:00 p.m., rather than 12:00                     
midnight, on the second day.  Please note that Rule 13e-4(a)(3) defines         
"business day" as any day other than Saturday, Sunday or a federal              
holiday "and shall consist of the time period from 12:01 a.m.                   
through 12:00 midnight Eastern time" and revise accordingly.                    

Questions and Answers about the Exchange offer and Consent                      
solicitation, page                                                              

4. Please revise your Questions and Answers section to eliminate                
repetitive language.                                                            

What if I do not make an Election? page 6                                       

5. Expand your disclosure to explain how you will determine                     
allocation for holders who do not make an election.                             

Forward-Looking Statements, page 31                                             

6. Statements made in connection with tender offers are                         
specifically excluded from the safe harbor protections of the Private           
Securities Litigation Reform Act of 1995.  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.  We note your                     
reference to "forward-looking statements" in your press release dated           
January 18, 2005.  Please do not refer to the safe harbor provisions in         
any future press releases or other communications relating to the               
exchange offer.                                                                 

The Exchange Offer and consent Solicitation, page 105                           

General, page 105                                               

7. Because the consideration is based on the volume weighted                    
average price of the Class A common stock, please expand the penultimate        
paragraph to include the weighted average price.                                

Other Conditions of the Exchange Offer, page 109                      

8. We note that you intend to comply with Rule 14e-1 and have                   
reserved the right to delay payment for shares.  Please revise the              
disclosure to clarify that all conditions to the offer, other than              
those conditions subject to regulatory approvals, must be                       
satisfied or waived prior to expiration, and that, absent a condition           
subject to regulatory approval, any delay in payment for shares would be        
accompanied by an extension of the offer.  Alternatively, please                
advise us as to how a delay in payment would be consistent with                 
Rule 14e-1(c).                                                                  

9. Supplementally confirm that the existing law suits discussed in              
your risk factor section on page 21 will not trigger the condition              
discussed in the first bullet point.                                            

10. We reference the disclosure in the second paragraph of this                 
section.  You have included language suggesting that once a                     
condition is triggered, you may decide whether it is advisable to proceed       
with the offer.  Please note that when a condition is triggered and an          
offeror decides to proceed with the offer anyway, we believe that               
this constitutes a waiver of the triggered condition(s).  You may               
not rely on this language to tacitly waive a condition of the offer by          
failing to assert it.  Please confirm your understanding on a                   
supplemental basis.                                                             

Effect of Tender and Consents, page 110                                         

11. We note your statement that you "reserve the absolute right to              
waive any conditions of the exchange offer."  Please revise your                
disclosure to clarify that, to the extent you waive a condition                 
with respect to one tender, you will waive that condition for all other         
tenders as well. Make corresponding revisions elsewhere in the                  
document as appropriate, including Instruction 10 to your letter                
of Transmittal Withdrawal of Tenders and Revocation of Consents, page 113.      

12. Please revise the disclosure pertaining to the withdrawal                   
procedures in light of the fact that holders may tender preferred               
shares for different consideration by submitting separate letters               
of transmittal.  For example, are they required to submit separate              
notices of withdrawal for each portion of preferred shares                      
tendered for a particular type of consideration?  Or may they submit one        
withdrawal notice to withdraw any and all shares?                               

Certain U.S. Federal Income Tax Considerations, page 120                        

13. Rather than refer to "certain" tax consequences in your                     
heading and the disclosure that follows, please refer to "material" tax         
consequences.  In addition, please delete the statements that your              
discussion constitutes a "summary" or "summarizes" the tax                      
consequences, as you are required to obtain an opinion on all                   
material tax consequences.                                                      

14. We note several statements that particular tax matters are not              
free from doubt.  If counsel cannot give an unqualified opinion,                
please explain why.  Describe the degree of uncertainty and                     
discuss the alternative consequences.  Furthermore, provide risk factor         
and/or other appropriate disclosure setting forth the risks to                  
security holders.  Please contact the staff to discuss this                     
comment.                                                                        

Exhibit 8.1                                                                     

15. Obtain an opinion that states the discussion in the tax                     
consequences section of the prospectus is the opinion of counsel.               

16. Obtain an opinion of counsel that does not limit reliance of                
the opinion to the Board.  Investors are entitled to rely upon the              
opinion.                                                                        

Closing Comments                                                                
As appropriate, please amend your documents in response to          
these comments.  You may wish to provide us with marked copies of               
the amendment, if required, to expedite our review.  Please furnish a           
cover letter with your amendment that keys your responses to our                
comments and provides any requested supplemental information.                   
Detailed cover letters greatly facilitate our review.  Please file              
your cover letter on EDGAR.  Please understand that we may have                 
additional comments after reviewing your amendment and responses                
to our comments.  In addition, depending upon your response to these            
comments, a supplement may need to be sent to security holders.                 

In connection with responding to our comments, please           
provide, in writing, a statement from all filing persons acknowledging          
that:                                                                           

* you are responsible for the adequacy and accuracy of the                      
disclosure                                                                      
in the filings;                                                                 
* staff comments or changes to disclosure in response to staff                  
comments in the filings reviewed by the staff do not foreclose the              
Commission from taking any action with respect to the filing; and               
* you 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.                                           

In addition, please be advised that the Division of                 
Enforcement has access to all information you provide to the staff of           
the Division of Corporation Finance in our review of your filing or in          
response to our comments on your filing.                                        

Please direct any questions to me at (202) 942-1976.  You           
may also contact me via facsimile at (202) 942-9638.  Please send all           
correspondence to us at the following ZIP code:  20549-0303.                    

                          Sincerely,

                                                Michael Pressman
                                                 Office of Mergers
                                                and Acquisitions

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘UPLOAD’ Filing		Date		Other Filings
Release Delayed to:		6/13/06		8-K,  CORRESP,  UPLOAD
Filed on:		2/23/05		424B3,  UPLOAD
		2/2/05		UPLOAD
		1/19/05		SC TO-I,  UPLOAD
		1/18/05		PRE 14C,  S-4,  UPLOAD
		9/11/04
				List all Filings

1 Previous Filing that this Filing References

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

 1/19/05  Dobson Communications Corp.       SC TO-I                2:51K  Dobson Communications Corp.       Bowne Boc/FA