Securities Exchange Act of 1934
Tender Offer for Shares of Inco Limited by Teck Cominco Limited
Dear Mr. Marell:
We are responding to your letter dated June 21, 2006 to Mauri L. Osheroff, Brian V. Breheny and Celeste M. Murphy as supplemented by telephone conversations with the staff of the Division of Corporation Finance with regard to your request for exemptive relief. Our response is attached to the enclosed photocopy of your letter to avoid having to recite or summarize the facts presented in your letter. Unless otherwise noted, capitalized terms in this letter have the same meaning as in your letter.
Based on the representations in your letter, the Commission hereby grants exemptions from:
In granting these exemptions, we considered the following facts, among others:
The foregoing exemptions are based solely on your representations and the facts presented in your letter dated June 21, 2006, as supplemented by telephone conversations with the staff of the Commission. The relief granted is strictly limited to the application of these rules to the Offer. You should discontinue the Offer pending further consultation with the staff of the Commission if any of the facts or representations set forth in your letter change.
We also direct your attention to the anti-fraud and anti-manipulation provisions of the federal securities laws, including Sections 9(a), 10(b) and 14(e) of the Exchange Act and Rules 10b-5, 14e-1(d) and 14e-5 thereunder. The participants in the Offer must comply with these and any other applicable provisions of the federal securities laws. The Division of Corporation Finance expresses no view with respect to any other questions that may be raised by the Offer, including, but not limited to the adequacy of disclosure concerning and the applicability of any other federal or state laws to, the Offer.
For the Commission,
By the Division of Corporation Finance,
Pursuant to delegated authority,
Mauri L. Osheroff
Associate Director, Regulatory Policy
Division of Corporation Finance
The Incoming Letters are in Acrobat format.
|Home | Previous Page||