SEC Division of Corporation Finance no-action letter: Camp Dresser & McKee Inc.

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Bingham McCutchen llP
One Federal Street
Boston. MA 02110-1726
T +1.617.951.8000
F +1.617.951.8736 bingham.com
Richard M. Harter
Direct Phone: 617.951.8415
Direct Fax: 617.951.8736 dick.harter@bingham.com July 29, 2010 Office of General Counsel Division of Corporation Finance Securities and Exchange Commission Washington, DC 20549 Re: Camp Dresser & McKee Inc.; Section 12(g) of the Securities Exchange Act of 1934, as amended Ladies and Gentlemen:
In September 2000 the Division of Corporation Finance advised our client Camp Dresser & McKee Inc. ("CDM") that it would not object if CDM did not register under Section 12(g) of the Exchange Act with respect to Class C common stock to be issued and held as set forth in the letter we had written on behalf of CDM (the "Representation Letter). Copies of the Representation Letter and the Division's response to it are enclosed. CDM is an employee-owned professional engineering firm, and it competes for business with other employee-owned engineering firms. Changing business conditions have led CDM to modify the agreement among stockholders that was described in detail in the Representation Letter (the "Common Stock Agreement"). A copy of the amended and restated Common Stock Agreement is enclosed. CDM believes the changes to the Common Stock Agreement to be minor and not inconsistent with the basis on which the Division gave its advice in 2000. The two principal changes are the pricing provision (see the definition of Transfer Price in Section 1) andthe requirement that no repurchase of shares by CDM occur within six months after issuance of the shares (see Section 6). The first of those changes reflects changes in the marketplace; the second, accounting principles that have changed since 2000. (1) Applying a multiple to book value for pricing sales to employees and repurchases from employees reflects competitive pricing in the industry, but has no effect on who is eligible to purchase or hold such shares or on the information furnished to employees at the time of any such transaction. (2) The accounting profession adopted FAS 123R in 2004. Under that rule, CDM may account for sales to employees as sales of property, and not immediate compensation, only if A/73346552.2