SEC – ‘UPLOAD’ from 9/7/04 re: Ames Companies, Inc. – ‘LETTER’

On:  Tuesday, 9/7/04, at 6:49pm ET   ·   Private-to-Public:  Filing ¶  –  Release Delayed to:  7/11/05   ·   Accession #:  0-4-28616

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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                   3±    13K 


MAIL STOP 03-06                                                                 
September 7, 2004                                               
Judy Schuchart, Chief Financial Officer                                         
Ames True Temper, Inc.                                                          
465 Railroad Avenue                                                             
Camp Hill, Pennsylvania 17011                                                   

RE:     Ames True Temper, Inc.                                  
Registration Statement on Form S-4              
Filed on August 10, 2004                        
Commission File No. 333-118086                  

Dear Ms Schuchart:                                                              

This is to advise you that the staff has reviewed only those    
portions of the above filing that relate to the comments below.                 
Where indicated, we think you should revise your document in response           
to these comments.  If you disagree, we will consider your                      
explanation as to why our comments are inapplicable or a revision is            
unnecessary.  Please be as detailed as necessary in your explanation.           
You may decide it is appropriate to provide us with supplemental                
information so we may better understand your disclosure.  After                 
reviewing this                                                                  
information, we may or may not raise additional comments.                       

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.                                                      

General                                                                         
1. In your supplemental letter, you state that you will make each               
person participating in the exchange offer aware that if such person            
is participating in the exchange offer for the purpose of                       
distributing the new notes to be acquired in the exchange offer, such           
a secondary resale transaction by such persons should be covered by             
an effective registration statement containing the selling security             
holder information required by Item 507 of Regulation S-K.  However,            
we note that your prospectus does not include such disclosure.                  
Please supplementally advise how you intend to make the offerees                
aware of the above-mentioned position.                                          
2. Please update the financial statements when required by Rule 3-12            
of Regulation S-X.                                                              

The Exchange Offer - Page 43                                                    

Expiration Date; Extension; Amendments - Page 45                                
3. You state that you will not be obligated to publish, advertise, or           
otherwise communicate any announcement of extension, amendment, or              
termination of the exchange offer, other than by making a timely                
release to an appropriate news agency.  Please supplementally explain           
how this policy is consistent with the Commission guidance given in             
Section II. C. of Exchange Act Release No. 43069 (July 31, 2000).               

Consequences of Failure to Exchange - Page 50                                   
4. Here, you state that holders of the original note who do not                 
tender will not have any further registration rights.  On page 49,              
however, you indicate that you are required to file a shelf                     
registration statement with respect to original notes if certain                
holders of unregistered notes so request.  Please reconcile or                  
clarify.                                                                        

Signatures                                                                      
5. As required by Instruction 1 to the Signature requirements of the            
Form, the signatures of the controller or principal accounting                  
officer and at least a majority of the board of directors must be               
included.  Please include the appropriate signatures or titles.                 

Exhibits                                                                        
6. Please file the missing exhibits including the legality opinion.             
After reviewing the exhibits, we may have further comments.                     

Closing Comment                                                                 

As appropriate, please amend your registration statement in response            
to these comments.  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 supplemental 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.                                                                

We urge all persons who are responsible for the accuracy and adequacy           
of the disclosure in the filings reviewed by the staff to be certain            
that they have provided all information investors require for an                
informed decision.  Since the company and its management are in                 
possession of all facts relating to a company`s disclosure, they are            
responsible for the accuracy and adequacy of the disclosures they               
have made.                                                                      

Notwithstanding our comments, in the event the company requests                 
acceleration of the effective date of the pending registration                  
statement, it should furnish a letter, at the time of such request,             
acknowledging that:                                                             

?       should the Commission or the staff, acting pursuant to delegated        
authority, declares 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.                                   

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 connection with our review of your filing or             
in response to our comments on your filing.                                     

We will consider a written request for acceleration of the effective            
date of the registration statement as a confirmation of the fact that           
those requesting acceleration are aware of their respective                     
responsibilities under the Securities Act of 1933 and the Securities            
Exchange Act of 1934 as they relate to the proposed public offering             
of the securities specified in the above registration statement.  We            
will act on the request and, pursuant to delegated authority, grant             
acceleration of the effective date.                                             

We direct your attention to Rules 460 and 461 regarding requesting              
acceleration of a registration statement.  Please allow adequate time           
after the filing of any amendment for further review before                     
submitting a request for acceleration.  Please provide this request             
at least two business days in advance of the requested effective                
date.                                                                           

Please direct any questions to S. Richard Lee at (202) 942-2854 
or to the undersigned at (202) 942-2948.                                        

Sincerely,      

Nicholas Panos  
Special Counsel 

cc:     Michael R. Littenberg, Esq.                                             
Schulte Roth & Zabel LLP                                        
(fax: 212-593-5955)                                             

Ames True Temper, Inc.                                                          
9/7/04                                                                          
Page 1                                                                          

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘UPLOAD’ Filing		Date		Other Filings
Release Delayed to:		7/11/05		CORRESP,  UPLOAD
Filed on:		9/7/04		UPLOAD
		8/10/04		S-4,  UPLOAD
		7/31/00
				List all Filings