SEC Comment Letter for TRUSTREET PROPERTIES INC (CIK 0001032462) — Dec 30, 2004
TRUSTREET PROPERTIES INC (CIK 0001032462)
Date: Dec. 30, 2004 · CIK: 0001032462 · Accession: 0000000000-04-042405
AI Filing Summary & Sentiment
File numbers found in text: 333-119116
Letter
December 28, 2004 Mail Stop 0409 Robert J. Stetson President and Chief Executive Officer U.S. Restaurant Properties, Inc. 12240 Inwood Road, Suite 300 Dallas, Texas 75244
Re: U.S. Restaurant Properties, Inc. Amendment No. 3 to Registration Statement on Form S-4 Filed December 27, 2004 Registration No. 333-119116
Dear Mr. Stetson:
This is to advise you that we have reviewed only those portions of the above registration statement that relate to the narrative discussion of the proposed mergers and the accounting treatment proposed in your cover letter as it pertains to the accounting treatment for the mergers, the presentation of pro forma financial information under multiple scenarios and the restatement of previously issued financial statements. We have the following comments on your filing. Where indicated, we think you should revise your document 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.
Determination of Merger Consideration, page 67
1. We note your response to comment 2. However, we hereby reissue our comment with respect to the "independent third party appraisals" (p. 74) and the "liquidation analyses" (p.74). Please provide the information required by Item 4(b) of Form S-4 and Item 1015 of Regulation M-A.
* * * *
As appropriate, please amend your registration statement 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.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings reviewed by the staff to be certain that they have provided all information investors require for an informed decision. Since the company and its management are in possession of all facts relating to a company`s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
We will consider a written request for acceleration of the effective date of the registration statement as a confirmation of the fact that those requesting acceleration are aware of their respective responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the securities specified in the above registration statement. We will act on the request and, pursuant to delegated authority, grant acceleration of the effective date.
We direct your attention to Rules 460 and 461 regarding requesting acceleration of a registration statement. Please allow adequate time after the filing of any amendment for further review before submitting a request for acceleration. Please provide this request at least two business days in advance of the requested effective date.
You may contact Jorge Bonilla at (202) 942-1993 or Kathleen Collins, Branch Chief, at (202) 942-2814 if you have questions regarding comments on the financial statements and related matters. Please contact Michael McTiernan, Attorney-Advisor, at (202) 824- 5445, or me at (202) 942-1766 with any other questions.
Sincerely,
Elaine Wolff
Special Counsel
Show Raw Text
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December 28, 2004
Mail Stop 0409
Robert J. Stetson
President and Chief Executive Officer
U.S. Restaurant Properties, Inc.
12240 Inwood Road, Suite 300
Dallas, Texas 75244
Re: U.S. Restaurant Properties, Inc.
Amendment No. 3 to
Registration Statement on Form S-4 Filed December 27, 2004
Registration No. 333-119116
Dear Mr. Stetson:
This is to advise you that we have reviewed only those
portions
of the above registration statement that relate to the narrative
discussion of the proposed mergers and the accounting treatment
proposed in your cover letter as it pertains to the accounting
treatment for the mergers, the presentation of pro forma financial
information under multiple scenarios and the restatement of
previously issued financial statements. We have the following
comments on your filing. Where indicated, we think you should
revise
your document 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.
Determination of Merger Consideration, page 67
1. We note your response to comment 2. However, we hereby reissue
our comment with respect to the "independent third party
appraisals"
(p. 74) and the "liquidation analyses" (p.74). Please provide the
information required by Item 4(b) of Form S-4 and Item 1015 of
Regulation M-A.
* * * *
As appropriate, please amend your registration statement 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.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision. Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.
We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.
We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement. Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration. Please provide this
request at least two business days in advance of the requested
effective date.
You may contact Jorge Bonilla at (202) 942-1993 or Kathleen
Collins, Branch Chief, at (202) 942-2814 if you have questions
regarding comments on the financial statements and related
matters.
Please contact Michael McTiernan, Attorney-Advisor, at (202) 824-
5445, or me at (202) 942-1766 with any other questions.
Sincerely,
Elaine Wolff
Special Counsel
cc: Kenneth L. Betts (via facsimile)
Thomas H. McCormick
John McDonald
William J. Conti
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U.S. Restaurant Properties, Inc.
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