December
6, 2007
Via
Electronic Filing, Fax, Next Day Air
Ms.
Anne
Nguyen Parker
Division
of Corporate Finance
U.S.
Securities and Exchange Commission
100
F
Street, N.E.
Washington,
D.C. 20549
Re: Croff
Enterprises, Inc.
SEC
File No. 1-16731
Proposed
Third Amended Preliminary
Proxy Statement
Dear
Sir
or Madam:
Our
office, as general counsel for
Croff Enterprises, Inc., (hereafter “Croff”, the “Company” or the “Registrant”)
has been asked to request that you treat the enclosed proxy statement as a
third
amended filing to Croff’s second amended filing on October 24,
2007. The following representations should be deemed made and
construed as if made directly by the company for whom we are acting as legal
counsel. The president and chairman of the board of Croff, Mr. Gerald
L. Jensen, is therefore signing an attached certification to this letter to
affirm all representations and undertakings of the registrant pursuant to
direction of its Board.
The
company, in addition to filing a
copy of this letter as a non-public correspondence document, is concurrently
electronically filing and sending to your office by next day air the original
of
this letter with two redline copies of the proposed third amended proxy
statement and related materials. Should you require further
additional review copies, please contact the undersigned or the company at
your
earliest convenience and we will supply whatever additional copies would
facilitate your review.
Prior
to responding to the specific
comments contained in your November 16th, 2007 comment
letter, the registrant wishes to indicate to the Commission that it has made
certain minor additional editing changes which are indicated in the enclosed
redline version of the courtesy copy proxy statement. We deem that
all of these changes, other than those directly responsive to your following
comments, were editorial and minor in nature and did not substantively change
any provision of the earlier filing. With this general comment, we
will then address, in the order listed, the specific comments of your
comment
letter of November 16th, 2007 with
reference to the parts of the proxy statements where applicable changes were
made.
Division
of Corporate Finance/ SEC
November 21, 2007
November 21, 2007
Page
2
Your
Comment No. 1-
In
your comment 1, you requested of the
registrant an explanation of claimed exemptions from registration for the
issuance of the Croff Oil restricted common stock under the Securities Act
of
1933 (33’ Act) and of the Croff Oil Company entity from the registration
requirements under the Securities Exchange Act of 1934 (34’ Act).
Response
to Comment No. 1–
The
company believes that the issuance
of the securities involved in this transaction are exempt under the 33’ Act
pursuant to the definitional provisions of §3(a)(9) of the 33’ Act, essentially
providing an exemption from the definition of a security for any security
exchanged for an existing security of the issuer exclusively with its existing
security holders, and where no commission or other remuneration is paid or
given
directly or indirectly for soliciting such exchange. Croff believes
it meets this definition because it will hold Croff Oil restricted common stock
and exchange it only and exclusively with its preferred “B” shareholders without
any consideration being paid or any commissions being paid on a one-to-one
basis. Secondarily, the issuer believes that such exemption could be
claimed under the “no sale” transaction doctrine, because there has never been
any consideration paid for the preferred “B” shares and there would be no
consideration for the restrictive common shares exchanged for the preferred
“B”
shares. The issuer has attempted to set-out these exemption claims
under the 33’ Act with more particularity on page 39 of the enclosed redline
proxy statement.
As
to the 34’ Act, Croff Oil Company
will be a privately held Utah corporation which would not meet the criteria
for
listing as a reporting company under §12g of the 34’ Act and Rule 12g-1
promulgated pursuant thereto. Again, this issue is more fully treated
on page 40 of the proxy statement. There is, accordingly, no intent
at this time or in the foreseeable future to ever register the shares of Croff
Oil under the 33’ Act or to list Croff Oil Company as a reporting company under
the 34’ Act. The shares will be issued with a customary restrictive
legend. The nature of restrictive shares is further discussed under
the risk factors section in the proxy.
Your
Comment No. 2-
Your
comment 2 is believed to relate to
the sufficiency of the description of the matters to be voted upon in the Notice
of Meeting and the general description of those matters in the forepart of
the
proxy statement commencing on page 6.
Division
of Corporate Finance/ SEC
November 21, 2007
November 21, 2007
Page 3
Response
to Comment No. 2–
In
response to this comment, we have
revised to the Notice of Meeting so that the items are categorically listed
to
essentially track the matters as listed in the proxy ballot form and as
discussed in the proxy statement and which now includes the description in
the
notice of the proposed increase in common and preferred “A” shares.
Your
Comment No. 3-
Your
comment 3 pertains to requested
proposed compliance with Item 19, Schedule 14A and particularly the effect
of
the increase in the common and preferred shares as it may relate to
anti-takeover provisions as more fully described in Release number 34-15230
(October 1978).
Response
to Comment No. 3–
The
issuer now believes, in accordance
with your direction, that it has adequately discussed its perception of the
anti-takeover provisions. In essential terms, the issuer believes the
increase in capitalization beginning on page 10 of the proxy sufficiently
addresses this issue. In essence, the company has attempted to describe in
the
section referenced that there are no anti-takeover rights or provisions
associated in any with the increase capitalization. In point of fact,
the shares were increased primarily with the forward looking view to increase
the availability of shares to facilitate potential mergers, acquisitions or
reorganizations of the company. In all events, there are no
anti-takeover provisions associated with the proposed increase in the capital
stock.
Your
Comment No. 4-
Your
comment 4 asks us to review again
the requirements of Regulation S-B, Items 401 pertaining to executive
compensation and stock ownership and Item 402(f) for directors in the
company.
Response
to Comment No. 4–
These
provisions, as we understand
them, required some further disclosure of basic information about executive
officers and directors. As you may recall from your prior review,
there is only one executive officer in the company, Mr. Gerald L. Jensen, so
disclosure for executive officers is limited to the single
individual. We believe in reviewing both the proxy and the
requirements of Item 401 that the all required disclosure items pertaining
to
salary, other compensation, stock ownership, address, term and other required
and business biographical information has been included in the proxy for the
chief executive officer on pages 20 to 21. As to the directors, we
believe that all of the required information was previously included, except
for
the omission of the Summary Compensation Table, which has now been created
and
completed on page 29 of the proxy materials. Also in those sections,
the registrant has tried to clarify and enhance the disclosure pertaining to
compensation to make it more clear. We trust that we now have fully
satisfied what you would deem to be the applications provision of Items 401
and
402(f).
Division
of Corporate Finance/ SEC
November 21, 2007
November 21, 2007
Page 4
The
dates presently inserted or left
blank in the proxy statement for mailing and meeting dates are primarily space
holders and will be filled in, in accordance with the narrative material, under
Utah law as soon as the proxy statement is deemed effective and prior to
mailing.
The
company has made no changes to the
form of proxy ballots and dissenting shareholder rights materials as previously
submitted.
The
company would request your response
back as your earliest convenience and further requests an acceleration of the
effective date of the proxy statement in order to send out the notice by the
first week in December for anticipated annual meeting before Christmas in
2007. May we thank you for your continuing review of this
matter.
| Sincerely, | ||
|
|
/s/ Julian D. Jensen | |
|
Julian
D. Jensen
|
||
| Attorney Croff Enterprises, Inc. | ||
JDJ/hl
Encls:
Proxy Statement
Notice
of Meeting
Division
of Corporate Finance/ SEC
November 21, 2007
November 21, 2007
Page 5
[Croff
Letterhead]
Certification
The
undersigned, Gerald L. Jensen,
acting as the President and Chairman of the board of Croff Enterprises, Inc.
(Croff) represents that he has been duly authorized by the board of Croff to
review, approve and sign the attached and incorporated response letter dated
November 21, 2007 to the SEC on behalf of the Croff proxy statement dated
October 24, 2007 and does hereby certify his signature to such letter and
affirms all representations made by or on behalf of Croff in such
letter.
|
|
/s/ Gerald L. Jensen | |
|
Gerald
L. Jensen
|
||
| Croff President and Chairman of the Board | ||