SecProbe.io

Filing text and metadata
Intelligence Terminal Search Probe Scores Topics IPO Watchlist Monthly Activity About API

SEC Company Response from UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND (CIK 0000769856) — Aug 8, 2005

UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND (CIK 0000769856)
Date: Aug. 8, 2005 · CIK: 0000769856 · Accession: 0000898432-05-000635

AI Filing Summary & Sentiment

Referenced dates: August 4, 2005

Date
August 5, 2005
Author
/s/ Nicholas S. Hodge
Form
CORRESP
Company
UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND (CIK 0000769856)

Letter

August 5, 2005 VIA FEDERAL EXPRESS Owen Pinkerton, Esq. Senior Counsel Division of Corporate Finance United States Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549

Re: Uniprop Manufactured Housing Communities Income Fund Schedule 14A Filed July 25, 2005 File No. 0-15940 -----------------------------------------------------

Dear Mr. Pinkerton:

This letter is in response to your letter dated August 4, 2005, which sets forth your comment on the preliminary proxy statement on Schedule 14A ("preliminary proxy statement") filed by Uniprop Manufactured Housing Communities Income Fund (the "Company") on July 25, 2005. We have set forth below your comment, followed by our response to your comment.

COMMENT: -------

We note from page 3 that your proposed refinancing will result in a non-taxable distribution of $149 per unit to all limited partners. We further note from page 10 that you cannot predict with "absolute certainty" the tax consequences connected with the proposed transaction. Please revise your disclosure on page 3 and elsewhere to make this uncertainty clear to your investors or tell us why these statements are not consistent.

RESPONSE: --------

We will delete the word "non-taxable" on page 3 so that the passage will read, in relevant part: "thereby allowing a distribution of approximately $149 per Unit." We will delete the word "non-taxable" in the third bullet point in the eighth paragraph under "The Proposal" so that it will read: "it is expected to allow for a distribution to the Limited Partners." We will also delete the word "non-taxable" in the first sentence under "Position of General Partner" so that that sentence will read, in relevant part: "because it allows a distribution of approximately $149 per Unit." <PAGE>

Owen Pinkerton, Esq. Senior Counsel Division of Corporate Finance United States Securities and Exchange Commission August 5, 2005 Page 2

Attached is a letter from the Company containing the representations that the Staff has requested.

Please feel free to contact me at (617) 351-3210 with any additional comments or questions.

Sincerely yours,
/s/ Nicholas S. Hodge

Show Raw Text
<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
August 5, 2005

VIA FEDERAL EXPRESS

Owen Pinkerton, Esq.
Senior Counsel
Division of Corporate Finance
United States Securities and Exchange
   Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Re:   Uniprop Manufactured Housing Communities Income Fund
      Schedule 14A
      Filed July 25, 2005
      File No. 0-15940
      -----------------------------------------------------

Dear Mr. Pinkerton:

     This letter is in response to your letter dated August 4, 2005,  which sets
forth  your  comment  on  the  preliminary   proxy  statement  on  Schedule  14A
("preliminary   proxy   statement")  filed  by  Uniprop   Manufactured   Housing
Communities  Income Fund (the  "Company")  on July 25,  2005.  We have set forth
below your comment, followed by our response to your comment.

COMMENT:
-------

     We note  from  page 3 that  your  proposed  refinancing  will  result  in a
non-taxable  distribution of $149 per unit to all limited  partners.  We further
note from page 10 that you cannot  predict  with  "absolute  certainty"  the tax
consequences  connected  with  the  proposed  transaction.  Please  revise  your
disclosure  on page 3 and  elsewhere  to make  this  uncertainty  clear  to your
investors or tell us why these statements are not consistent.

RESPONSE:
--------

     We will delete the word  "non-taxable"  on page 3 so that the passage  will
read, in relevant part:  "thereby allowing a distribution of approximately  $149
per Unit." We will delete the word  "non-taxable"  in the third  bullet point in
the eighth  paragraph under "The Proposal" so that it will read: "it is expected
to allow for a  distribution  to the Limited  Partners." We will also delete the
word  "non-taxable" in the first sentence under "Position of General Partner" so
that  that  sentence  will  read,  in  relevant  part:   "because  it  allows  a
distribution of approximately $149 per Unit."
<PAGE>

Owen Pinkerton, Esq.
Senior Counsel
Division of Corporate Finance
United States Securities and Exchange Commission
August 5, 2005
Page 2

     Attached is a letter from the Company containing the  representations  that
the Staff has requested.

     Please  feel  free to  contact  me at (617)  351-3210  with any  additional
comments or questions.

                                    Sincerely yours,

                                    /s/ Nicholas S. Hodge

                                    Nicholas S. Hodge

NSH:SER/emw
Enclosure
c: Geoffrey Ossias, Esq. (w/enclosure)
</TEXT>
</DOCUMENT>