June 5, 2013
VIA EDGAR TRANSMISSION
Russell Mancuso, Esq., Jay Mumford, Esq.
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549-3628
RE: | Gardner Denver, Inc. |
Amendment No. 2 to Preliminary Proxy Statement on Schedule 14A |
Filed May 28, 2013 |
File No. 001-13215 |
Dear Messrs. Mancuso and Mumford:
In response to your request in the letter dated June 3, 2013 relating to the above-referenced filing on Schedule 14A, Gardner Denver, Inc. (Gardner Denver) hereby acknowledges the following:
(a) | Gardner Denver is responsible for the adequacy and accuracy of the disclosure in the filing; |
(b) | Comments from the Staff (the Staff) of the Securities and Exchange Commission (the Commission) 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) | Gardner Denver 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. |
***
Very truly yours,
GARDNER DENVER, INC. | ||||
By: | /s/ Brent A. Walters | |||
Name: |
Brent A. Walters, Esq. | |||
Title: |
Vice President, General Counsel, Chief Compliance Officer and Secretary |
cc: | Michael M. Larsen |
Stephen F. Arcano, Esq. |
Richard J. Grossman, Esq. |
2