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U.S. Securities and Exchange Commission

Securities Exchange Act of 1934
Section 13(a)

August 12, 2013

Response of the Office of Chief Counsel
Division of Corporation Finance


CIL&D, LLC (f/k/a Kaiser Ventures LLC)
Incoming letter dated August 9, 2013

Based on the facts presented, the Division will not object if CIL&D does not file future periodic reports under Section 13(a) of the Securities Exchange Act of 1934. In reaching this position, we particularly note the following:

  • CIL&D’s stockholders approved and adopted the Plan of Dissolution;
  • CIL&D will file reports on Form 8-K to disclose any material events relating to its winding up and dissolution, including the amounts of any liquidation distributions, payments and expenses, until such time as CIL&D is eligible to file a Form 15;
  • CIL&D will file a final report on Form 8-K at the time the dissolution is complete;
  • CIL&D is current in its reporting obligations under the Exchange Act;
  • The effective date of the Plan of Dissolution was May 22, 2013 and CIL&D will file a Certificate of Cancellation;
  • There is no trading in CIL&D’s securities; and
  • CIL&D’s transfer agent has closed CIL&D’s stock transfer books and discontinued recording transfers of CIL&D’s stock.

This position is based on the representations made to the Division in your letter. Any different facts or conditions might require the Division to reach a different conclusion. Further, this response expresses the Division’s position on enforcement action only and does not express any legal conclusions on the questions presented.


Matt S. McNair
Special Counsel

Incoming Letter:

The Incoming Letter is in Acrobat format.


Modified: 08/26/2013