SEC Comment Letter for Piedmont Realty Trust, Inc. (PDM) (CIK 0001042776) (PDM) — Jul 6, 2006
Piedmont Realty Trust, Inc. (PDM) (CIK 0001042776)
Date: July 6, 2006 · CIK: 0001042776 · Accession: 0000000000-06-031224
AI Filing Summary & Sentiment
Reasoning
Letter
December 21, 2004 By Facsimile and U.S. Mail Paul J. Derenthal, Esq. Derenthal & Dannhauser LLP One Post Street, Suite 575 San Francisco, CA 94104
Re: Wells Real Estate Investment Trust, Inc. Schedule TO-T, Amendment No. 2 Filed December 13, 2004 Filed by Sutter Opportunity Fund 3, LLC; Sutter Capital Management, LLC and Robert E. Dixon
Dear Mr. Derenthal:
We have the following comments on the above-referenced filing:
Schedule TO-T
1. Provide the following written statement. See the closing comments of our November 29, 2004 letter:
In connection with responding to our comments, please provide, in writing, a statement from the filing persons acknowledging that
* the filing persons are responsible for the adequacy and accuracy of the disclosure in the filings;
* staff comments or changes to disclosure in response to staff comments in the filings reviewed by the staff do not foreclose the Commission from taking any action with respect to the filing; and * the filing persons may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
2. We note the revised disclosure in response to comment 6. It appears that you should disclose the fact that shareholders could receive a higher price by participating in the redemption program. Revise to disclose this fact or tell us why it is not material. See Item 1011(b) of Regulation M-A.
3. We note the revised disclosure in response to comment 10 and reissue the comment. While we will not object if you recommend that security holders consult their own tax advisors with respect to the particular federal income tax consequences of the transaction that may be applicable to them in their unique situation, you may not state that they "should" do so. Revise the disclosure accordingly.
4. We reissue comment 13. Revise condition (a) to specify or generally describe the benefits of the offer to you so that security holders will have the ability to objectively determine whether the condition has been triggered. It appears that the concern highlighted in your response letter is addressed in other conditions to the offer.
Respond to our comments promptly. Please furnish a response letter, keying your response to our comment letter. You should transmit the letter via EDGAR under the label "CORRESP." In the even that you believe that compliance with any of the above comments is inappropriate, provide a basis for such belief to the staff in the response letter. Please contact me at (202) 942-1881 if you have any questions.
Sincerely,
Abby Adams
Special Counsel
Office of Mergers and Acquisitions
Show Raw Text
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December 21, 2004
By Facsimile and U.S. Mail
Paul J. Derenthal, Esq.
Derenthal & Dannhauser LLP
One Post Street, Suite 575
San Francisco, CA 94104
Re: Wells Real Estate Investment Trust, Inc.
Schedule TO-T, Amendment No. 2 Filed December 13, 2004
Filed by Sutter Opportunity Fund 3, LLC; Sutter Capital
Management, LLC and Robert E. Dixon
Dear Mr. Derenthal:
We have the following comments on the above-referenced
filing:
Schedule TO-T
1. Provide the following written statement. See the closing
comments of our November 29, 2004 letter:
In connection with responding to our comments, please provide, in
writing, a statement from the filing persons acknowledging that
* the filing persons are responsible for the adequacy and accuracy
of the disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and
* the filing persons may not assert staff comments as a defense in
any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
2. We note the revised disclosure in response to comment 6. It
appears that you should disclose the fact that shareholders could
receive a higher price by participating in the redemption program.
Revise to disclose this fact or tell us why it is not material.
See Item 1011(b) of Regulation M-A.
3. We note the revised disclosure in response to comment 10 and
reissue the comment. While we will not object if you recommend
that security holders consult their own tax advisors with respect to
the particular federal income tax consequences of the transaction that
may be applicable to them in their unique situation, you may not
state that they "should" do so. Revise the disclosure
accordingly.
4. We reissue comment 13. Revise condition (a) to specify or
generally describe the benefits of the offer to you so that
security holders will have the ability to objectively determine whether
the condition has been triggered. It appears that the concern
highlighted in your response letter is addressed in other
conditions to the offer.
Respond to our comments promptly. Please furnish a response
letter, keying your response to our comment letter. You should
transmit the letter via EDGAR under the label "CORRESP." In the
even that you believe that compliance with any of the above comments is
inappropriate, provide a basis for such belief to the staff in the
response letter. Please contact me at (202) 942-1881 if you have
any questions.
Sincerely,
Abby Adams
Special Counsel
Office of Mergers and Acquisitions
</TEXT>
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