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
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<TYPE>CORRESP
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<FILENAME>filename1.txt
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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
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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:
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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:
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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."
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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)
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