SEC Correspondence

0001193125-12-413866.txt : 20121226 0001193125-12-413866.hdr.sgml : 20121226 20121003160454 ACCESSION NUMBER: 0001193125-12-413866 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20121003 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LIBBEY INC CENTRAL INDEX KEY: 0000902274 STANDARD INDUSTRIAL CLASSIFICATION: GLASS, GLASSWARE, PRESSED OR BLOWN [3220] IRS NUMBER: 341559357 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 300 MADISON AVE STREET 2: PO BOX 10060 CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 419-325-2100 MAIL ADDRESS: STREET 1: PO BOX 10060 CITY: TOLEDO STATE: OH ZIP: 43699-0060 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LGFS INC. CENTRAL INDEX KEY: 0001377497 IRS NUMBER: 341930975 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 300 MADISON AVENUE CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 419-325-2100 MAIL ADDRESS: STREET 1: 300 MADISON AVENUE CITY: TOLEDO STATE: OH ZIP: 43604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LGAC LLC CENTRAL INDEX KEY: 0001377498 IRS NUMBER: 341930497 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 300 MADISON AVENUE CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 419-325-2100 MAIL ADDRESS: STREET 1: 300 MADISON AVENUE CITY: TOLEDO STATE: OH ZIP: 43604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LIBBEY.COM LLC CENTRAL INDEX KEY: 0001377499 IRS NUMBER: 341906913 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 300 MADISON AVENUE CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 419-325-2100 MAIL ADDRESS: STREET 1: 300 MADISON AVENUE CITY: TOLEDO STATE: OH ZIP: 43604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LIBBEY GLASS INC. CENTRAL INDEX KEY: 0001377500 STANDARD INDUSTRIAL CLASSIFICATION: GLASS, GLASSWARE, PRESSED OR BLOWN [3220] IRS NUMBER: 222784107 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 300 MADISON AVENUE CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 419-325-2100 MAIL ADDRESS: STREET 1: 300 MADISON AVENUE CITY: TOLEDO STATE: OH ZIP: 43604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LGC CORP. CENTRAL INDEX KEY: 0001377505 IRS NUMBER: 341896034 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 300 MADISON AVENUE CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 419-325-2100 MAIL ADDRESS: STREET 1: 300 MADISON AVENUE CITY: TOLEDO STATE: OH ZIP: 43604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LGA4 CORP. CENTRAL INDEX KEY: 0001377506 IRS NUMBER: 311525673 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 300 MADISON AVENUE CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 419-325-2100 MAIL ADDRESS: STREET 1: 300 MADISON AVENUE CITY: TOLEDO STATE: OH ZIP: 43604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LGA3 CORP. CENTRAL INDEX KEY: 0001377507 IRS NUMBER: 311521505 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 300 MADISON AVENUE CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 419-325-2100 MAIL ADDRESS: STREET 1: 300 MADISON AVENUE CITY: TOLEDO STATE: OH ZIP: 43604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DRUMMOND GLASS CO CENTRAL INDEX KEY: 0001377508 IRS NUMBER: 341700383 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 300 MADISON AVENUE CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 419-325-2100 MAIL ADDRESS: STREET 1: 300 MADISON AVENUE CITY: TOLEDO STATE: OH ZIP: 43604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WORLD TABLEWARE INC. CENTRAL INDEX KEY: 0001377510 IRS NUMBER: 311521231 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 300 MADISON AVENUE CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 419-325-2100 MAIL ADDRESS: STREET 1: 300 MADISON AVENUE CITY: TOLEDO STATE: OH ZIP: 43604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SYRACUSE CHINA CO CENTRAL INDEX KEY: 0001377511 IRS NUMBER: 161481904 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 300 MADISON AVENUE CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 419-325-2100 MAIL ADDRESS: STREET 1: 300 MADISON AVENUE CITY: TOLEDO STATE: OH ZIP: 43604 CORRESP 1 filename1.htm SEC Correspondence

Libbey Glass Inc.

300 Madison Avenue

Toledo, Ohio 43604

October 3, 2012

CONFIDENTIAL

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F. Street N.E.

Washington, D.C. 20549

Re:

Libbey Glass Inc. Registration Statement on Form S-4

Filed on October 1, 2012

Ladies and Gentlemen:

In connection with the above-referenced registration statement filed with the Securities and Exchange Commission (the “Commission”) on October 1, 2012 (File No. 333-184215) (the “Registration Statement”), filed by Libbey Glass Inc. (the “Issuer”) relating to a proposed offer (the “Exchange Offer”) by the Issuer to exchange up to $450,000,000 in aggregate principal amount of the Issuer’s outstanding 6.875% Senior Secured Notes due 2020 (the “Exchange Notes”) for up to $450,000,000 in aggregate principal amount of the Issuer’s 6.875% Senior Secured Notes due 2020 (the “Outstanding Notes”), I am writing to advise you supplementally that:

(i)

the Issuer is registering the Exchange Offer in reliance on the position of the staff of the Commission (the “Staff”) enunciated in Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and Morgan Stanley & Co. Inc. (available June 5, 1991);

(ii)

the Issuer has not entered into any arrangement or understanding with any person to distribute the Exchange Notes and, to the best of the Issuer’s information and belief, each person participating in the Exchange Offer is acquiring the securities in its ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the securities to be received in the Exchange Offer;

(iii)

the Issuer will make each person participating in the Exchange Offer aware, through the prospectus forming a part of the Registration Statement (the “Prospectus”), that —

(A)

any broker-dealer and any noteholder using the Prospectus to participate in a distribution of the Exchange Notes (x) could not rely on the Staff position enunciated in Exxon Capital Holdings Corporation (available May 13, 1988) or similar letters and (y) must comply with the registration and prospectus delivery requirements of the Securities Act of 1933, as amended (the “Securities Act”) in connection with a secondary resale transaction, and

(B)

any broker-dealer who holds Outstanding Notes acquired for its own account as a result of market-making activities or other trading activities, and who receives Exchange Notes in exchange for such Outstanding Notes pursuant to the Exchange Offer, may be a statutory underwriter and must deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Notes;

(iv)

the Issuer acknowledges that any secondary resale transaction, as described in clause (iii)(A) above, should be covered by an effective registration statement containing the selling noteholder information required by Item 507 of Regulation S-K;

(v)

the Issuer will include in the transmittal letter to be executed by each tendering noteholder that elects to participate in the Exchange Offer a representation from such tendering noteholder to the Issuer that —

(A)

the Exchange Notes or book-entry interests therein to be acquired by such holder and any beneficial owner(s) of such Outstanding Notes or interests therein (“Beneficial Owner(s)”) in connection with the Exchange Offer are being acquired by such holder and any Beneficial Owner(s) in the ordinary course of business of the holder and any Beneficial Owner(s),

(B)

the holder and each Beneficial Owner are not participating, do not intend to participate, and have no arrangement or understanding with any person to participate, in the distribution of the Exchange Notes,

(C)

the holder and each Beneficial Owner acknowledge and agree that any person who is a broker-dealer registered under the Securities Exchange Act of 1934, as amended, or is participating in the Exchange Offer for the purpose of distributing the Exchange Notes must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction of the Exchange Notes or interests therein acquired by such person and cannot rely on the position of the Staff set forth in certain no-action letters,

(D)

the holder and each Beneficial Owner understands that a secondary resale transaction described in clause (v)(C) above and any resales of the Exchange Notes or interests therein obtained by such holder in exchange for the Outstanding Notes or interests therein originally acquired by such holder directly from the Issuer should be covered by an effective registration statement containing the selling security holder information required by Item 507 or Item 508, as applicable, of Regulation S-K of the Commission,

(E)

neither the holder nor any Beneficial Owner(s) is an “affiliate,” as defined in Rule 405 under the Securities Act, of the Issuer or any of the subsidiary guarantors named in the Registration Statement, and

(F)

in the event such holder is a broker-dealer (whether or not it is also an “affiliate”) that will receive Exchange Notes for its own account pursuant to the Exchange Offer, the Outstanding Notes tendered in the Exchange Offer were acquired by such broker-dealer as a result of market-making activities or other trading activities, and such holder acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Notes; however, by so acknowledging and by delivering a Prospectus, the holder will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act;

(vi)

the Issuer will commence the Exchange Offer when the Registration Statement is declared effective by the Commission;

(vii)

the Exchange Offer will remain in effect for a limited time and, except with respect to broker-dealers who tender in the Exchange Offer for whom the Company will keep the registration statement effective for up to 180 days, will not require the Issuer to maintain an “evergreen” registration statement; and

(viii)

the Exchange Offer will be conducted by the Issuer in compliance with the Securities Exchange Act of 1934, as amended, and any applicable rules and regulations thereunder.

[Signature Page Follows]


Very truly yours,

LIBBEY GLASS INC.

By:	/s/ Susan A. Kovach
	Name:	Susan A. Kovach
	Title:	Vice President, General Counsel and Secretary