SEC Comment Letter for NATIONAL HOUSING PARTNERSHIP REALTY FUND TWO (CIK 0000762859) — Nov 14, 2005
NATIONAL HOUSING PARTNERSHIP REALTY FUND TWO (CIK 0000762859)
Date: Nov. 14, 2005 · CIK: 0000762859 · Accession: 0000000000-05-057416
AI Filing Summary & Sentiment
File numbers found in text: 000-14458
Letter
Via Facsimile ((404) 253-8253) and U.S. Mail Paul J. Nozick, Esq. Alston & Bird LLP One Atlantic Center 1201 West Peachtree Street Atlanta, GA 30509 Revised Preliminary Proxy Statement on Schedule 14A Filed November 1, 2005 File No. 000-14458
Re: National Housing Partnership Realty Fund Two Amended Schedule 13E-3 File No. 005-54057 Filed November 1, 2005
Dear Mr. Nozick:
We have reviewed your filings and have the following comments. Where indicated, we think you should revise your documents in response to these comments. If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary. Please be as detailed as necessary in your explanation. In some of our comments, we may ask you to provide us with supplemental information so we may better understand your disclosure. After reviewing this information, we may or may not raise additional comments.
Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. We welcome any questions you may have about our comments or on any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
Schedule 14A
Summary 1. Please disclose the substance of your response to comments 8 and 9.
The Amendment, page 31 2. We note that the amendment to section 5.3(b) of the partnership agreement adds a new clause (i) and the last sentence of the section. Please highlight the changes. Also, explain in the proxy statement why the last sentence of the new section is necessary and what effect it may have with respect to any other properties that the partnership currently owns or will own in the future.
Closing As appropriate, please amend your filing in response to these comments. You may wish to provide us with marked copies of the amendment to expedite our review. Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested supplemental information. Detailed cover letters greatly facilitate our review. Please understand that we may have additional comments after reviewing your amendment and responses to our comments.
You may contact me at (202) 551-3619 with any questions. You may also contact me via facsimile at (202) 772-9203. Please send all correspondence to us at the following ZIP code: 20549-3628.
Sincerely,
Daniel F. Duchovny
Attorney-Advisor
Office of Mergers &
Acquisitions
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<DOCUMENT>
<TYPE>LETTER
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<FILENAME>filename1.txt
<TEXT>
November 14, 2005
Via Facsimile ((404) 253-8253) and U.S. Mail
Paul J. Nozick, Esq.
Alston & Bird LLP
One Atlantic Center
1201 West Peachtree Street
Atlanta, GA 30509
Re: National Housing Partnership Realty Fund Two
Amended Schedule 13E-3
File No. 005-54057
Filed November 1, 2005
Revised Preliminary Proxy Statement on Schedule 14A
Filed November 1, 2005
File No. 000-14458
Dear Mr. Nozick:
We have reviewed your filings and have the following
comments.
Where indicated, we think you should revise your documents in
response to these comments. If you disagree, we will consider
your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
Schedule 14A
Summary
1. Please disclose the substance of your response to comments 8
and
9.
The Amendment, page 31
2. We note that the amendment to section 5.3(b) of the partnership
agreement adds a new clause (i) and the last sentence of the
section.
Please highlight the changes. Also, explain in the proxy
statement
why the last sentence of the new section is necessary and what
effect
it may have with respect to any other properties that the
partnership
currently owns or will own in the future.
Closing
As appropriate, please amend your filing in response to
these
comments. You may wish to provide us with marked copies of the
amendment to expedite our review. Please furnish a cover letter
with
your amendment that keys your responses to our comments and
provides
any requested supplemental information. Detailed cover letters
greatly facilitate our review. Please understand that we may have
additional comments after reviewing your amendment and responses
to
our comments.
You may contact me at (202) 551-3619 with any questions.
You
may also contact me via facsimile at (202) 772-9203. Please send
all
correspondence to us at the following ZIP code: 20549-3628.
Sincerely,
Daniel F. Duchovny
Attorney-Advisor
Office of Mergers &
Acquisitions
??
??
??
??
Paul J. Nozick, Esq.
Alston & Bird LLP
November 14, 2005
Page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
</TEXT>
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