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June 12, 2013
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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. 3 to Preliminary Proxy Statement on Schedule 14A |
Filed June 5, 2013 |
File No. 001-13215 |
Dear Messrs. Mancuso and Mumford:
I am writing on behalf of Gardner Denver, Inc. (Gardner Denver or the Company), in response to the letter from the staff of the Division of Corporation Finance (the Staff) of the Securities and Exchange Commission dated June 3, 2013 (the Comment Letter) relating to the above-referenced amended preliminary proxy statement on Schedule 14A, and the follow-up conversations I had with Mr. Mumford on June 7, 2013 and June 11, 2013 (the Staff Conversations) relating to the Comment Letter. Set forth below is Gardner Denvers response to the Staffs remaining concern related to comment 4 from the Comment Letter, as discussed during the Staff Conversations.
Russell Mancuso, Esq., Jay Mumford, Esq.
June 12, 2013
Page 2
Follow-Up Related to Comment 4 from the Comment Letter
Comment 4: If your disclosure does not reflect all of your financial advisors analyses, please tell us how you selected which analyses to omit.
Response: In follow-up to our discussion with the Staff yesterday, Goldman Sachs has advised the Company that Goldman Sachs does not view research analyst target prices as material to the opinion rendered by Goldman Sachs to the Board of Directors of the Company.
***
Should you have any questions relating to the foregoing matters or wish to discuss further any of the responses above, please contact me at (212) 735-2116 or Stephen F. Arcano at (212) 735-3542.
Very truly yours,
/s/ Richard J. Grossman
Richard J. Grossman
Enclosure
cc: | Michael M. Larsen |
Brent A. Walters, Esq. |
Stephen F. Arcano, Esq. |