212-373-3105
212-492-0105
jmarell@paulweiss.com
March 20, 2013
VIA EDGAR
Peggy
Kim, Esq.
Special Counsel, Office of Mergers and Acquisitions
Securities and Exchange Commission
100 F St. NE
Washington, D.C. 20549
Dear Ms. Kim:
On behalf of the Filing Persons, we are submitting this letter in response to the comments of the staff (the "Staff") of the Securities and Exchange Commission (the "Commission") contained in the Staff's letter to Jeffrey D. Marell dated March 20, 2013 (the "Comment Letter") regarding the above-referenced Amendment No. 1 to Preliminary Proxy Statement on Schedule 14A ("Amendment No. 1"). For the Staff's convenience we have supplementally provided pages showing the changes we intend to make in our next filing.
For the Staff's convenience, we have set forth below the Staff's comments in bold typeface followed by our response thereto. Unless otherwise indicated, page numbers refer to the pages contained in the Amendment No. 1. Capitalized terms used but not otherwise defined herein have the respective meanings ascribed to such terms in Amendment No. 1.
The Filing Persons also respectfully advise the Staff that in response to comment 4 of the Staff's letter dated March 15, 2013, we have further revised the disclosure on page 13 to clarify the date that Enrico Digiloramo became employed by Allstate Insurance and the date that he became a Senior Vice President. We have further revised the disclosure on page 13 to specify the date that Mr. Digiloramo became a director at Metromedia International Group.
Preliminary Proxy Statement
The Filing Persons acknowledge the Staff's comment and hereby confirm to the Staff that they are only soliciting in support of nominees who, if elected, would constitute a minority of the board of directors, and as such are seeking authority to vote for nominees named in the registrant's proxy
statement pursuant to Rule 14a-4(d)(4). The Filing Persons have revised their disclosure on pages 2, 14, 17 and 21 to make clear that, pursuant to the requirements set forth in Rule 14a-4(d)(4)(ii), the Filing Persons will vote for all the registrant nominees, other than those registrant nominees specified in the Marcato-Oskie Group proxy statement.
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If you have any questions, please do not hesitate to call me at (212) 373-3105.
Sincerely,
/s/
Jeffrey D. Marell
Jeffrey D. Marell
Enclosures
2