-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RX+AZPVnvIhT+i5pQjL3hN3YkUrZMhlrGhPnRDjYTqdqhjjuwYUnyd5hGLeQPQyq KUz/cAjQQnOGfPOpaeNI0A== 0001104659-07-021159.txt : 20070530 0001104659-07-021159.hdr.sgml : 20070530 20070321160958 ACCESSION NUMBER: 0001104659-07-021159 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070321 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BIOMET INC CENTRAL INDEX KEY: 0000351346 STANDARD INDUSTRIAL CLASSIFICATION: ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES [3842] IRS NUMBER: 351418342 STATE OF INCORPORATION: IN FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 56 EAST BELL DR CITY: WARSAW STATE: IN ZIP: 46582 BUSINESS PHONE: 5742676639 MAIL ADDRESS: STREET 1: 56 E BELL DRIVE STREET 2: P O BOX 587 CITY: WARSAW STATE: IN ZIP: 46581-0587 CORRESP 1 filename1.htm

[BIOMET, INC. LETTERHEAD]

VIA EDGAR AND FACSIMILE

Securities and Exchange Commission
Division of Corporation Finance
100 F Street N.E.
Washington, DC 20549

Attn:                    Michael Pressman
Perry Hindin
Tom Jones

Re:                               Biomet, Inc.
Preliminary Proxy Statement on Schedule 14A
Filed January 31, 2007
File No. 1-15601

March 21, 2007

Ladies and Gentlemen:

This letter is in response to our conversation with the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “SEC”) on March 20, 2007 regarding the above referenced Preliminary Proxy Statement on Schedule 14A (the “Preliminary Proxy Statement”) and supplements our letter to the Staff dated February 20, 2007.

The Staff has asked Biomet, Inc. (“Biomet”) to provide a representation regarding information provided to LVB Acquisition LLC (“Purchaser”) and to Biomet shareholders. Biomet believes that “Proposal 1 — Approval of the Merger Agreement — Review of Historical Stock Option Granting Practices” of the Preliminary Proxy Statement summarizes the material facts which had been disclosed by Biomet to Purchaser concerning Biomet’s review of historical stock option granting practices and the related matters (including financial statement effects) on or prior to the date Purchaser entered into the merger agreement and that the definitive Proxy Statement on Schedule 14A to be filed with the SEC (the “Definitive Proxy Statement”) will similarly summarize the material facts disclosed by Biomet to Purchaser on or prior to the date thereof concerning these matters.

Furthermore, Biomet clarifies its letter to the Staff dated February 20, 2007 to confirm that applicable accounting rules will require Biomet to recognize compensation expense in periods following November 30, 2006 with respect to unvested stock options outstanding as of November 30, 2006. If appropriate, Biomet will also make this clarification in its Definitive Proxy Statement.

We hope that the foregoing has been responsive to the Staff’s request. Biomet hereby acknowledges that (a) Biomet is responsible for the adequacy and accuracy of the disclosures in



the filing; (b) Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and (c) Biomet may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. Please direct any questions concerning this letter to the undersigned at (574) 372-1701, Richard W. Porter, P.C. at (312) 861-2396 or Robert M. Hayward at (312) 861-2133.

* * * * * * * * *

Sincerely,

 

 

 

BIOMET, INC.

 

 

 

/s/ Bradley J. Tandy

 

Name:

Bradley J. Tandy

 

Title:

Senior Vice President, Acting

 

 

General Counsel and Secretary

 

cc:

Richard W. Porter, P.C.

 

 

Robert M. Hayward

 

 

Kirkland & Ellis LLP

 

 

 

 

 

Gary I. Horowitz

 

 

Caroline B. Gottschalk

 

 

Simpson Thacher & Bartlett LLP

 

 

 

 

 

Robert P. Davis

 

 

Cleary Gottlieb Steen & Hamilton LLP

 

 


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