|
|
Lori A.
Gelchion
Direct:
404.420.4646
Direct
Fax: 404.230.0940
Email:
lgelchion@rh-law.com
|
May 12,
2017
VIA EDGAR
Securities
and Exchange Commission
Division
of Corporation Finance
100 F
Street, N.E.
Washington,
D.C. 20549-7010
Attention: Ms.
Christina Chalk
Re:
Security
Land & Development Corporation
Schedule
TO-T/A filed on May 3, 2017
Filed
by AB Value Partners, LP and AB Opportunity Fund, LLC
File
No. 5-44752
Ladies
and Gentlemen:
On
behalf of AB Value Partners, LP and AB Opportunity Fund, LLC
(collectively, “Purchasers”), we hereby respond to the
comments of the staff (the “Staff”) of the Securities
and Exchange Commission contained in the Staff’s letter dated
May 3, 2017 (the “Comment Letter”), regarding the above
referenced Schedule TO-T/A filed by Purchasers on May 3, 2017,
which amends the Schedule TO originally filed by Purchaser on April
7, 2017 (as so amended, the “Schedule TO”). Purchasers
are concurrently filing Amendment No. 2 to the Schedule TO
(“Amendment No. 2”), which includes the changes
discussed herein in response to the Staff’s comments.
Capitalized terms used herein but not otherwise defined herein have
the meanings ascribed to them in Schedule TO.
The
italicized paragraph below corresponds to the Staff comment
provided in the Comment Letter.
We note that you have increased the Offer Price to $1.75 per Share
and extended the offer period until May 16, 2017. The notice
informing shareholders of the extension must state the approximate
number of securities tendered to date. See Exchange Act Rule
14e-1(d). This information is particularly important in the context
of a concurrent, competing offer. Please revise to include this
information.
Response:
In response to the Staff’s comment, Amendment No. 2 includes
the requested information.
Rogers & Hardin LLP |
2700 International Tower |
229 Peachtree Street NE |
Atlanta, GA 30303 |
404.522.4700 Phone |
404.525.2224 Fax |
rh-law.com
Division
of Corporation Finance
May 12,
2017
Page
2
* *
*
If you
have any questions concerning the matters discussed in this letter,
please contact Lori A. Gelchion, with Rogers & Hardin LLP,
counsel to Purchasers, at 404-420-4646.
Very
truly yours,
/s/
Lori A. Gelchion
Lori A.
Gelchion