prestigecorresp080408.htm
 
 
 
 

 
  COMMERCE CENTER
BAKER   SUITE 1000
DONELSON    211 COMMERCE STREET
BEARMAN, CALDWELL NASHVILLE, TENNESSEE  37201
&BERKOWITZ, PC PHONE:  615-726-5600
  FAX:  615-726-0464
  MAILING ADDRESS:
  P. O. BOX 190613
  NASHVILLE, TENNESSEE  37219
   
  www.bakerdonelson.com
 
Gary M. Brown
Direct Dial: (615) 726-5763
Direct Fax: (615) 744-5763
E-Mail Address: gbrown@bakerdonelson.com
 
August 4, 2008
 
VIA EDGAR CORRESPONDENCE FILING
Mr. Jeffrey Riedler
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549

 
Re:
Prestige Brands Holdings, Inc.
 
Registration Statement on Form S-3
 
Amendment No. 1 Filed June 16, 2008
 
File No. 333-139702

Dear Mr. Riedler:
 
We have received your comment letter dated June 17, 2008, regarding the above-referenced Amendment No. 1 to the Registration Statement on Form S-3 (File No. 333-139702) of Prestige Brands Holdings, Inc. (the “Company”) filed with the Commission on June 16, 2008 (the “Registration Statement”).
 
For your convenience, we have included the Staff’s comments in italics before our responses.
 
  Selling Stockholders, page 5
   
  Comment 1. Please revise the disclosure to indicate the number of shares owned by each affiliated entity.
   
  Comment 2. Please identify the natural person with voting or investment control over the securities owned by each selling shareholder.
   
 
  Response:
   
  In conversations with the Staff, we were advised that we could address these comments in a 430B prospectus rather than filing an additional amendment to the Registration Statement.
   
  Accordingly, we propose to include the following disclosure requested in Comments 1 and 2 in a Rule 430B prospectus to be filed once the Registration Statement is declared effective:
   
  The number of shares of the Company’s common stock owned by each of the affiliated GTCR entities is as follows:
 
 
 
   
Shares of
 Affiliated Entity
Common Stock
     
 
GTCR FUND VIII, L.P.
12,347,774
 
GTCR FUND VIII/B, L.P.
2,166,976
 
GTCR CO-INVEST II, L.P.
65,904
 
GTCR CAPITAL PARTNERS, L.P.
393,131

 
 
  David A. Donnini, one of our directors, has voting or investment control over the securities owned by each selling stockholder.
 
 
  Comment:
   
  Incorporation of Documents by Reference, page 8
   
  Comment 3. We note you have incorporated by reference your Form 10-K.  We also note that the information requested by part III of the Form 10-K is incorporated by reference from the definitive proxy statement that has not yet been filed.  Prior to effectiveness, you must either file the definitive proxy statement or include the requested officer and director information in the Form 10-K or registration statement.
   
  Response:
   
  The Company’s definitive proxy statement was filed with the Commission on June 27, 2008.
 
 
Should you have any additional requests or questions, please do not hesitate to contact me at the contact information listed above.
 
Note that we have contemporaneously filed herewith a request for acceleration of the effectiveness of the Registration Statement.
 
 
  Very truly yours,
   
  BAKER, DONELSON, BEARMAN,
  CALDWELL & BERKOWITZ, PC

 
 
  /s/Gary M. Brown
  Gary M. Brown
 
 
 
 
 
 
 

 

 



 
 

 

 
 
 
 
 
 

Primary IR Contact

Irinquiries@prestigebrands.com
Prestige Consumer Healthcare Inc.
660 White Plains Road – Ste 250
Tarrytown, NY 10591
Telephone: 914-524-6819

Transfer Agent

AST
6201 15th Avenue
Brooklyn, NY 11219
Telephone: (800) 937-5449
help@astfinancial.com
https://www.astfinancial.com

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