July 25, 2005
Confidential
Via Electronic Transmission and Federal Express
Division
of Corporate Finance
450 Fifth Street, N.W.
Washington D.C. 20549-0404
Attention: Ms. Jennifer Hardy
Re: | Graham Packaging Company, L.P. Amendment No. 3 to Registration Statement on Form S-4 File No. 333-125173 Filed: July 25, 2005 |
Dear Ms. Hardy:
On behalf of Graham Packaging Company, L.P., a Delaware limited partnership (the "Company"), I hereby submit their responses to the comment letter of the staff (the "Staff") of the Securities and Exchange Commission (the "Commission") dated July 21, 2005 (the "Comment Letter") with respect to the above referenced Registration Statement of the Company on Form S-4, as amended (File No. 333-125173) (the "Registration Statement"), including exhibits, as filed with the Commission on May 24, 2005 and amended on July 8, 2005 and July 19, 2005.
The Company is filing, via EDGAR, Amendment No. 3 to the Registration Statement ("Amendment No. 3"). In addition, enclosed herewith are three copies of Amendment No. 3 marked to indicate the changes from the Amendment No. 2 to the Registration Statement, dated as of July 19, 2005.
Set forth below are the Company's responses to the comments raised in your letter. For your convenience, we have provided each of your numbered comments followed by our response in italics. All references in this letter to page numbers and captions correspond to the page numbers and captions in the Registration Statement. References throughout this letter to "we" and "us" are to the Company.
The
Exchange Offer, page 81
Certain Conditions to the Exchange Offer, page 84
We have revised the disclosure in response to this comment. See page 84.
Exhibit 5.1
Based on our discussions with the Staff, we understand that the Staff has decided to withdraw this comment.
Based on our discussions with the Staff, our opinion on Exhibit 5.1 is dated as of the date hereof which is also the effective date of the Registration Statement, therefore we have not deleted the statement as requested. See Exhibit 5.1.
* * * *
To assist the Staff in its review of the attached filing, we have delivered via Federal Express for overnight delivery to your attention three copies of this response to the Comment Letter and the Registration Statement marked against the filing made on July 19, 2005.
Should you have any questions, comments or desire further information regarding the enclosed filing or any of the responses, please contact the undersigned at (212) 735-3330.
Sincerely, | ||
/s/ MARK C. SMITH |
||
By: Mark C. Smith |
cc: | John E. HamiltonGraham Packaging Company, L.P. Jay W. HerefordGraham Packaging Company, L.P. Allison R. SchneirovSkadden, Arps, Slate, Meagher & Flom LLP |
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