Securities Exchange Act of 1934
June 30, 2014
Response of the Office of Chief Counsel
Division of Corporation Finance
Incoming letter dated June 30, 2014
Based on the facts presented, the Division's views are as follows. Capitalized terms have the same meanings as defined in your letter.
- Holdco may take into account Oshkosh's reporting history under the Exchange Act in determining its eligibility to use Form S-3. Oshkosh's reporting history under the Exchange Act may also be used in determining whether Holdco "meets the requirements for use of Form S-3" within the meaning of Form S-4 and "satisfies the registrant requirements for use of Form S-3" within the meaning of Form S-8.
- The Division will not object if Holdco, as successor to Oshkosh, does not file new registration statements under the Securities Act for ongoing offerings of securities covered by the Oshkosh Registration Statements, provided that Holdco adopts the Oshkosh Registration Statements by filing post-effective amendments pursuant to Rule 414 under the Securities Act.
- Oshkosh's Exchange Act reporting history may be taken into account when determining Holdco's compliance with the current public information requirements of Rule 144(c)(1) under the Securities Act.
- Average weekly reported trading volume in Oshkosh Common Stock during the time periods specified by Rule 144(e)(1) under the Securities Act may be taken into account in determining the limitations on the amount of securities that may be sold pursuant to Rule 144(e).
- The Merger will constitute a "succession" for purposes of Rule 12g-3(a) under the Exchange Act and Holdco will be a "large accelerated filer" for purposes of Rule 12b-2 under the Exchange Act.
- Holdco may be treated as an issuer subject to the reporting requirements of the Exchange Act for purposes of the Securities Act Rule 174(b) exemption from the prospectus delivery requirements of Section 4(a)(3) of the Securities Act.
These positions are based on the representations made to the Division in your letter. Different facts or conditions might require different conclusions.
Mark F. Vilardo
The Incoming Letter is in Acrobat format.