SEC – ‘UPLOAD’ from 4/12/05 re: Anchor Lamina Inc – ‘LETTER’

On:  Tuesday, 4/12/05, at 12:24pm ET   ·   Private-to-Public:  Filing ¶  –  Release Delayed to:  4/14/06   ·   Accession #:  0-5-17646

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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                   5±    21K 


Mail Stop 0510                                                                  

March 28, 2005                                                      

via U.S. mail and facsimile                                                     

Mr. John C. Tough                                                               
Vice President Finance and Chief Financial Officer                              
Anchor Lamina Inc.                                                              
Province of Ontario, Canada                                                     
2590 Ouellette Avenue, Windsor, Ontario N8X 1L7                                 

RE: Form 20-F for the fiscal year ended August 31, 2004         
File No. 333-8426                                 

Dear Mr. Tough:                                                                 

     We have reviewed these filings and have the following
comments.  If you disagree with a comment, we will consider your                
explanation as to why our comment is inapplicable or a revision is              
unnecessary.  Please be as detailed as necessary in your                        
explanation.                                                                    
In some of our comments, we may ask you 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.                                                      

FORM 20-F FOR THE FISCAL YEAR ENDED AUGUST 31, 2004                             

Comment applicable to your overall filing                                       
1. Where a comment below requests additional disclosures or other               
revisions, please show us in your supplemental response what the                
revisions will look like.  These revisions should be included in                
your                                                                            
future filings.                                                                 

Selected Financial Data, page 3                                                 

2. Please revise selected financial data or Note 17 to provide a                
reconciliation of operating income determined in accordance with                
Canadian GAAP and operating income determined in accordance with                
US                                                                              
GAAP.  Please refer to instruction 2 to Item 3A of Form 20-F.                   

Operating and Financial Review and Prospects, page 19                           

3. Please enhance your operating and financial review and                       
prospects                                                                       
disclosures as follows:                                                         
* Quantify your explanations for significant changes in product                 
sales                                                                           
and cost of sales in terms of increases or decreases in prices,                 
volume and foreign currency and include an explanation of the                   
underlying reasons for the changes.                                             
* Quantify your explanations for the changes in sales and cost of               
sales of your steel cutting, grinding and machining services in                 
terms                                                                           
of increases or decreases in prices, volume and foreign currency.               
* Describe any variation in pricing in relation to the variation                
in                                                                              
the price of steel in global commodity markets and indicate                     
whether                                                                         
recent price increases are viewed as sustainable.                               
* Discuss the dollar and percentage impact of any raw material                  
surcharges on product sales.                                                    
* Quantify the impact of operating efficiencies arising from                    
capital                                                                         
expenditures on your profitability.                                             

4. Please disclose and discuss the full year effect of your change              
in                                                                              
accounting estimate for the useful lives of machinery and                       
equipment                                                                       
on gross profit and operating income in 2004 and 2003.                          

5. Please disclose the critical accounting policies that require                
significant estimates and judgments.  Please indicate whether you               
have discussed your critical accounting estimates with your audit               
committee.  Additionally, for each critical accounting policy or                
estimate, please discuss the likelihood of materially different                 
reported results if different assumptions or conditions were to                 
prevail.  To the extent practicable and meaningful, you should                  
also                                                                            
quantify the effect changes in assumptions and estimates would                  
have                                                                            
on your overall financial performance.  Please refer to SEC                     
Releases                                                                        
33-8040 and 33-8098.                                                            

Liquidity and Capital Resources, page 24                                        

6. Please disclose the terms of your financial covenants as well                
as                                                                              
any cross default provisions in your bank credit facility.  Please              
discuss the impact on your liquidity of the $2,396,000 in                       
accelerated                                                                     
loan payments due on your credit facilities by December 5, 2004.                
Please also discuss that all term loans and credit facilities                   
expire                                                                          
on November 14, 2005 as well as your plans for refinancing this                 
debt.                                                                           
Please also discuss the impact on your liquidity from the proposed              
redemption of the subordinated notes.  Please also discuss any                  
projected payments arising from your environmental exposures.                   

Tabular Disclosure of Contractual Obligations, page 26                          

7. Please revise your table of contractual cash obligations to                  
include estimated interest payments on your debt.  Because the                  
table                                                                           
is aimed at increasing transparency of cash flow, we believe these              
payments should be included in the table.  Please also disclose                 
any                                                                             
assumptions you made to derive these amounts.  Please refer to                  
footnote 46 of SEC Release 33-8350.                                             

Financial Statements                                                            

Report of Independent Registered Chartered Accountants, page 1 of               
24                                                                              

8. Please revise to include a signed audit report.                              

Consolidated Statements of Cash Flows, page 6 of 24                             

9. Please tell us if the subtotal before net change in non-cash                 
working capital is expressly permitted under Canadian GAAP.  If                 
so,                                                                             
please also provide us with an excerpt of the relevant Canadian                 
accounting literature.                                                          

10. Please supplementally tell us about the items and the                       
respective                                                                      
amounts that comprise the net change in non-cash working capital.               

Note 1 - Significant Accounting Policies, page 7 of 24                          

11. Please disclose net sales of products and revenues from                     
services.                                                                       
Please also disclose the cost of product sales and the cost of                  
tolling services.  Refer to Item 17(b) of Form 20-F and Rule 5-                 
03(b)(1) and (2) of Regulation S-X.                                             

12. Please discuss your accounting policy for establishing                      
reserves                                                                        
for doubtful accounts as well as the typical credit terms for your              
commercial accounts.                                                            

Note 17 (d) - United States Accounting Principles, page 21 of 24                

13. Please disclose the cost flow assumption used to value your                 
inventory.                                                                      

14. Please disclose your revenue recognition policy for cutting,                
grinding and machining services.  Please refer to SAB Topic 13:A.               

15. Please disclose the status of your environmental testing and                
whether it could have a material adverse effect on your financial               
position, results of operations and cash flows.  Please provide                 
the                                                                             
disclosures required by SFAS 5, including paragraph 10, and SAB                 
Topic                                                                           
5:Y.                                                                            

16. Please disclose the method and the assumptions used to                      
determine                                                                       
the fair value of the subordinated notes in accordance with                     
paragraphs 10 and 11 of SFAS 107.                                               

Schedule II - Valuation and Qualifying Accounts                                 

17. Please disclose the activity in reserve accounts for bad debt               
allowances as required by Schedule II - Valuation and Qualifying                
Accounts of Regulation S-X.                                                     

*    *    *    *                                                                

Please respond to these comments within 10 business days, or        
tell us when you will provide us with a response.  Please provide               
us                                                                              
with a supplemental response letter that keys your responses to                 
our                                                                             
comments and provides any requested supplemental information.                   
Detailed letters greatly facilitate our review.  Please file your               
supplemental response on EDGAR as a correspondence file.  Please                
understand that we may have additional comments after reviewing                 
your                                                                            
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.                                                                      

In connection with responding to our comments, please           
provide,                                                                        
in writing, a statement from the company acknowledging that:                    
* the company is responsible for the adequacy and accuracy of the               
disclosure in their filings;                                                    
* 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                                                      
* 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.                                   

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.                                        

If you have any questions regarding these comments, please        
direct them to Gus Rodriguez, Staff Accountant, at (202) 824-5524               
or,                                                                             
in his absence, Scott Watkinson, Staff Accountant, at (202) 942-                
2926                                                                            
or, to the undersigned, at (202) 942-1774.                                      

                          Sincerely,

                                            Rufus Decker
                                            Branch Chief
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Mr. John C. Tough                                                               
March 28, 2005                                                                  
Page 1 of 5                                                                     

UNITED STATES                                                                   
SECURITIES AND EXCHANGE COMMISSION                                              
WASHINGTON, D.C. 20549-0510                                                     

DIVISION OF                                                   
CORPORATION FINANCE                                                             

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘UPLOAD’ Filing		Date		Other Filings
Release Delayed to:		4/14/06		CORRESP,  UPLOAD
		11/14/05		UPLOAD
Filed on:		4/12/05		UPLOAD
		3/28/05		UPLOAD
		12/5/04		UPLOAD
		8/31/04		20-F,  UPLOAD
				List all Filings

1 Previous Filing that this Filing References

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

 2/28/05  Anchor Lamina Inc.                20-F¶       8/31/04    5:2M                                     Filing Svcs Cana… Inc/FA