[Federal Register Volume 70, Number 36 (Thursday, February 24, 2005)]
[Notices]
[Pages 9116-9117]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: E5-751]


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SECURITIES AND EXCHANGE COMMISSION

[File No. 22-28772]


Application and Opportunity for Hearing: Mrs. Fields Famous 
Brands, LLC, Mrs. Fields Financing Company, Inc., and Certain 
Guarantors

February 17, 2005.
    The Securities and Exchange Commission gives notice that Mrs. 
Fields Famous Brands, LLC, Mrs. Fields Financing Company, Inc., and 
certain

[[Page 9117]]

guarantors have filed an application under section 304(d) of the Trust 
Indenture Act of 1939. Mrs. Fields Famous Brands, Mrs. Fields Financing 
Company, and certain guarantors ask the Commission to exempt from the 
certificate or opinion delivery requirements of section 314(d) of the 
1939 Act certain provisions of an indenture dated March 16, 2004, as 
supplemented by an indenture dated February 9, 2005, between Mrs. 
Fields Famous Brands, Mrs. Fields Financing Company, certain 
guarantors, and the Bank of New York, as trustee. The indenture relates 
to 11\1/2\% Senior Secured Notes due 2011 and 9% Senior Secured Notes 
due 2011.
    Section 304(d) of the 1939 Act, in part, authorizes the Commission 
to exempt conditionally or unconditionally any indenture from one or 
more provisions of the 1939 Act. The Commission may provide an 
exemption under section 304(d) if it finds that the exemption is 
necessary or appropriate in the public interest and consistent with the 
protection of investors and the purposes fairly intended by the 1939 
Act.
    Section 314(d) requires the obligor to furnish to the indenture 
trustee certificates or opinions of fair value from an engineer, 
appraiser or other expert upon any release of collateral from the lien 
of the indenture. The engineer, appraiser or other expert must opine 
that the proposed release will not impair the security under the 
indenture in contravention of the provisions of the indenture. The 
application requests an exemption from section 314(d) for specified 
dispositions of collateral that are made in Mrs. Fields Famous Brands', 
Mrs. Fields Financing Company's, and the guarantors' ordinary course of 
business.
    In its application, Mrs. Fields Famous Brands, Mrs. Fields 
Financing Company, and the guarantors allege that:
    1. The indenture permits Mrs. Fields Famous Brands, Mrs. Fields 
Financing Company, and the guarantors to dispose of collateral in the 
ordinary course of their business;
    2. Mrs. Fields Famous Brands, Mrs. Fields Financing Company, and 
the guarantors will deliver to the trustee annual consolidated 
financial statements audited by certified independent accountants; and
    3. Mrs. Fields Famous Brands, Mrs. Fields Financing Company, and 
the guarantors will deliver to the trustee a semi-annual certificate 
stating that all dispositions of collateral during the relevant six-
month period occurred in Mrs. Fields Famous Brands', Mrs. Fields 
Financing Company's, and the guarantors' ordinary course of business 
and that all of the proceeds were used as permitted by the indenture.
    Any interested persons should look to the application for a more 
detailed statement of the asserted matters of fact and law. The 
application is on file in the Commission's Public Reference Section, 
File Number 22-28772, 450 Fifth Street, NW., Washington, DC 20549.
    The Commission also gives notice that any interested persons may 
request, in writing, that a hearing be held on this matter. Interested 
persons must submit those requests to the Commission no later than 
March 18, 2005. Interested persons must include the following in their 
request for a hearing on this matter:

--The nature of that person's interest;
--The reasons for the request; and
--The issues of law or fact raised by the application that the 
interested person desires to refute or request a hearing on.

    The interested person should address this request for a hearing to: 
Jonathan G. Katz, Secretary, Securities and Exchange Commission, 450 
Fifth Street, NW., Washington, DC 20549-0609. At any time after March 
18, 2005, the Commission may issue an order granting the application, 
unless the Commission orders a hearing.

    For the Commission, by the Division of Corporation Finance, 
pursuant to delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. E5-751 Filed 2-23-05; 8:45 am]
BILLING CODE 8010-01-P