RegAlert2006-06-28
Added · Updated
SEC Division of Corporation Finance no-action letter: Handy Hardware Wholesale, Inc.
The Division of Corporation Finance agrees not to recommend enforcement action if Handy Hardware Wholesale, Inc. converts from a Texas corporation to a Delaware cooperative under Subchapter T of the Internal Revenue Code without registering its Class A, Class B, and Class C Common Stock and notes under the Securities Act of 1933 or the Securities Exchange Act of 1934. The request authorizes the conversion of all outstanding Preferred Stock into Class B Common Stock, the issuance of new stock classes and notes to Members based solely on patronage, and the termination of reporting obligations under Section 12 of the 1934 Act via Form 15. The Company must operate as a cooperative with democratic control, subordinated capital, and patronage-based distributions, while prohibiting the transfer or pledge of stock except to the Company.
SEC published 7 documents in the last 30 days — get each new one by email the day it lands.
Jenkens & Gilchrist
AUSTIN,TEXAS
(5 12) 499-3800
CHICAGO, ILLINOIS
(312) 425-3900
DALLAS,TEXAS
(214) 855-4500
Los ANGELES, CALIFORNIA
(310) 820-8800
Lee Thompson PASADENA,CALIFORNIA
(713) 951-3342
Ithompson@jenkens.com www.jenkens.corn
(626) 578-7400
SAN ANTONIO, TEXAS
(210) 246-5000
WASHINGTON, D.C.
(202) 326- 1500
1 933 Act/§2(a)(l)
1934 Act /§3(a)(10)
Division of Corporation Finance
Securities and Exchange Commission
100F. Street, NE, Mail Stop 30 10
Washington, D.C. 20549
Re: Handy Hardware Wholesale, Inc.
Commission File No. 000- 15708
Ladies and Gentlemen:
This letter amends and is submitted in replacement of our prior submissions dated August 29,2005, November 3,2005, January 26,2006, March 22,2006, May 18,2006 and June 23,2006. This submission includes all exhibits in final form. This letter is a request for a "no-action" position from the Division of Corporation Finance (the "Division") made on behalf of our client Handy Hardware Wholesale, Inc., a Texas corporation ("Handy" or the "Company"). Handy is a nontrading, public company that is a dealer owned wholesaler for independent retail hardware dealers and is currently organized and taxed as a Texas business corporation. However, pursuant to the proposed Plan and Articles of Conversion to convert from a Texas corporation to a Delaware corporation (the "Plan") discussed below, as soon as practicable after the request for the noaction is granted and the Plan is approved by the Members pursuant to a proxy solicitation, Handy will operate as a cooperative under Subchapter T of the Internal Revenue Code. No-Action Request Based on our opinion that Handy's Class A Common Stock, Class B Common Stock, Class C Common Stock and notes, in the context and under the facts and circumstances set forth herein, will not be securities within the meaning of the Securities Act of 1933, as amended (the "1933 HOUSTON37 134 1~3 201 18-00007
Read the rest free, and get an email when SEC publishes again
Lineage: In force
Source: Securities and Exchange Commission — original document · Summary generated with machine assistance and reviewed before publication; the authoritative text is the regulator's original document. How RegAlert works
More like this from SEC
SEC published 7 documents in the last 30 days. We email you each new one the day it's published.