Securities Exchange Act of 1934
Booz Allen Hamilton Holding Corporation
Elizabeth Pagel Serebransky, Esq.
Debevoise & Plimpton, LLP
919 Third Avenue
New York, NY 10022
Re: Interpretation Regarding Group Formation under Section 13(d)(3) and Rule 13d-5(b)
Dear Ms. Serebransky,
We are responding to your letter dated November 12, 2010, addressed to Michele M. Anderson, Nicholas P. Panos, and Evan S. Jacobson, as supplemented by telephone conversations with the Staff, regarding your request for interpretive guidance. To avoid having to recite or summarize the facts set forth in your letter, our response is attached to the enclosed photocopy of your letter. Capitalized and other defined terms in your letter have the same meaning in this letter.
Based upon the representations and facts presented in your letter, the Staff in the Division of Corporation Finance, without necessarily concurring with the analysis or conclusions set forth in your letter, has no objection if the Non-Executive Stockholders, due to their execution of, or conduct governed by, the amended and restated stockholders agreement or the tag and proxy agreements that comprise the proposed arrangements, do not report beneficial ownership under Section 13(d) of the Exchange Act as members of a group. In issuing this interpretive position, we considered the following facts regarding the proposed arrangements, among others:
This response is strictly limited to the Division of Corporation Finance’s interpretive position with respect to the potential group issue raised under Section 13(d) of the Exchange Act by the Non-Executive Stockholders’ participation in the proposed arrangements. Any different facts or circumstances may require a different conclusion. The Division expresses no legal conclusion with respect to any interpretive or other questions that the proposed arrangements may raise. Your attention is directed to the anti-fraud and anti-manipulation provisions of the Exchange Act. Responsibility for compliance with these and other provisions of the federal or state securities laws rests with Holding.
Michele M. Anderson
Office of Mergers and Acquisitions
|Home | Previous Page||