SEC – ‘UPLOAD’ from 3/1/06 re: Ethan Allen Global, Inc. – ‘LETTER’

On:  Wednesday, 3/1/06, at 11:30am ET   ·   Private-to-Public:  Filing ¶  –  Release Delayed to:  8/11/06   ·   Accession #:  0-6-10321

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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±    14K 


March 1, 2006                                                                   

By facsimile to (203) 327-2669 and U.S. Mail                                    

Pamela A. Banks, Esq.                                                           
Vice President, General Counsel, and Secretary                                  
Ethan Allen Global, Inc.                                                        
Ethan Allen Drive                                                               
Danbury, CT 06811                                                               

Re:     Ethan Allen Global, Inc.                                                
Ethan Allen Interiors Inc. and Additional Co-registrants        
Pre-effective Amendment 1 to Registration Statement on Form     
S-4                                                                             
Filed February 24, 2006                                         
File No. 333-131539                                                             

Dear Ms. Banks:                                                                 

We reviewed the filing and have the comments below.             

General                                                                         

1. Refer to prior comment 1.  Confirm that each person                          
participating                                                                   
in the exchange offer is not an Ethan Allen affiliate.  See Exxon               
Capital Holdings Corporation no-action letter, available May 13,                
1988.                                                                           

2. Confirm that you are not relying on Rule 430B of Regulation C                
under the Securities Act which would require the undertakings                   
required by Item 512(a)(5) of Regulation S-K.                                   

Extensions; Amendments, page 23                                                 

3. Refer to prior comment 8.  It is appropriate to delay                        
acceptance                                                                      
if there has been an extension of the exchange offer.  However,                 
absent an extension of the exchange offer, it is inappropriate to               
delay acceptance "if any of the conditions discussed below...have               
not                                                                             
been satisfied prior to the expiration of the exchange offer or                 
waived."  As noted in prior comment 15, all conditions to the                   
offer                                                                           
other than those subject to governmental approval must be                       
satisfied                                                                       
or waived before the exchange offer`s expiration, not merely                    
before                                                                          
acceptance of the initial notes for exchange.  Please revise.                   

Resales of the Exchange Offer, page 31                                          

4. Refer to prior comment 3.  Clarify also in this subsection`s                 
first                                                                           
sentence that we issued the no-action letters to third parties.                 

Closing                                                                         

File an amendment to the S-4 in response to the comment.  To    
expedite our review, Ethan Allen may wish to provide us three                   
marked                                                                          
courtesy copies of the amendment.  Include with the filing any                  
supplemental information requested and a cover letter tagged as                 
correspondence that keys the responses to the comments.  If Ethan               
Allen thinks that compliance with the comments is inappropriate,                
provide the basis in the letter.  We may have additional comments               
after review of the amendment, the responses to the comments, and               
any                                                                             
supplemental information.                                                       

We urge all persons responsible for the accuracy and adequacy   
of                                                                              
the disclosure in the registration statement reviewed by us to                  
ensure                                                                          
that they have provided all information investors require for an                
informed decision.  Since Ethan Allen and its management are in                 
possession of all facts relating to the disclosure in the                       
registration statement, they are responsible for the adequacy and               
accuracy of the disclosures that they have made.                                

If Ethan Allen requests acceleration of the registration            
statement`s effectiveness, Ethan Allen should furnish a letter at               
the                                                                             
time of the request, acknowledging that:                                        

* Should the Commission or the staff acting by delegated authority              
declare the registration statement effective, it does not                       
foreclose                                                                       
the Commission from taking any action on the filing.                            

* The action of the Commission or the staff acting by delegated                 
authority in declaring the registration statement effective does                
not                                                                             
relieve Ethan Allen from its full responsibility for the adequacy               
and                                                                             
accuracy of the registration statement`s disclosures.                           

* Ethan Allen may not assert our comments or the declaration of                 
the                                                                             
registration statement`s effectiveness as a defense in any                      
proceedings initiated by the Commission or any person under the                 
United States` federal securities laws.                                         

The Commission`s Division of Enforcement has access to all      
information that Ethan Allen provides us in our review of the                   
registration statement or in response to our comments on the                    
registration statement.                                                         

We will consider a written request for acceleration of the      
registration statement`s effectiveness under Rule 461 of                        
Regulation C                                                                    
under the Securities Act as confirmation that those requesting                  
acceleration are aware of their responsibilities under the                      
Securities                                                                      
Act and the Exchange Act as they relate to the proposed public                  
offering of the securities specified in the registration                        
statement.                                                                      
We will act on the request and by delegated authority grant                     
acceleration of the registration statement`s effectiveness.                     

You may direct questions on comments and other disclosure       
issues                                                                          
to Edward M. Kelly, Senior Counsel, at (202) 551-3728 or me at                  
(202)                                                                           
551-3767.                                                                       

Very truly yours,                                                               

Jennifer R. Hardy                                                               
Legal Branch Chief                                                        

cc:     M. Ridgway Barker, Esq.                                                 
Randi-Jean G. Hedin, Esq.                                       
Kelley Drye & Warren LLP                                        
2 Stamford Plaza                                                
281 Tresser Boulevard                                           
Stamford, CT 06901                                              

Pamela A. Banks, Esq.                                                           
March 1, 2006                                                                   
Page 1                                                                          

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

DIVISION OF                                                   
CORPORATION FINANCE                                                             

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘UPLOAD’ Filing		Date		Other Filings
Release Delayed to:		8/11/06		CORRESP,  UPLOAD
Filed on:		3/1/06		UPLOAD
		2/24/06		CORRESP,  S-4/A,  UPLOAD
				List all Filings

1 Previous Filing that this Filing References

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

 2/03/06  Ethan Allen Interiors Inc.        S-4                   23:1.4M                                   Kelley Drye & Warren/FA