SEC Comment Letter for NEWKIRK MASTER LP (CIK 0001165460) — Mar 24, 2005
NEWKIRK MASTER LP (CIK 0001165460)
Date: March 24, 2005 · CIK: 0001165460 · Accession: 0000000000-05-013889
AI Filing Summary & Sentiment
Referenced dates: March 22, 2005
Letter
RE: The Newkirk Master Limited Partnership Supplemental Response Letter dated March 22, 2005 re: Amended Schedule TO-I filed March 8, 2005 File No. 005-79560
March 23, 2005
Via U.S. Mail
Carolyn Tiffany The Newkirk Master Limited Partnership 7 Bullfinch Place, Suite 500 Boston, MA 02114
Ladies and Gentlemen:
We note your response to each of our four prior comments 1. We do not agree with the analysis and conclusion set forth in your response letters. We have reviewed the arguments in support of the parties controlling the general partner not being required to file a Schedule TO-T and the consequent filing of a Schedule 14D-9 by the limited partnership. Because these parties control the general partner, and the tender offer is effectively being conducted on their behalf, we continue to believe that these parties are conducting a third-party tender offer. The provisions of Regulation 14D therefore apply to this tender offer. We also continue to believe that unitholders in the limited partnership are entitled to receive the additional information that would be included in the aforementioned filings. While the staff of the Division of Corporation Finance will not undertake any further review of the Schedule TO-I at this time, the staff comments described above remain outstanding.
Please direct any questions to me at (202) 942-2962 or, in my absence, to Nicholas Panos, Special Counsel, at (202) 942-2920. You may also contact me via facsimile at (202) 942-9585. Please send all correspondence to us at the following ZIP code: 20549-0306.
Sincerely,
Daniel F. Duchovny
Attorney-Advisor
Office of Mergers &
Acquisitions
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<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
March 23, 2005
Via U.S. Mail
Carolyn Tiffany
The Newkirk Master Limited Partnership
7 Bullfinch Place, Suite 500
Boston, MA 02114
RE: The Newkirk Master Limited Partnership
Supplemental Response Letter dated March 22, 2005
re: Amended Schedule TO-I filed March 8, 2005
File No. 005-79560
Ladies and Gentlemen:
We note your response to each of our four prior comments 1.
We do not agree with the analysis and conclusion set forth in your
response letters. We have reviewed the arguments in support of
the parties controlling the general partner not being required to
file a Schedule TO-T and the consequent filing of a Schedule 14D-9
by the limited partnership. Because these parties control the
general partner, and the tender offer is effectively being conducted
on their behalf, we continue to believe that these parties are
conducting a third-party tender offer. The provisions of Regulation
14D therefore apply to this tender offer. We also continue to
believe that unitholders in the limited partnership are entitled
to receive the additional information that would be included in the
aforementioned filings. While the staff of the Division of
Corporation Finance will not undertake any further review of the
Schedule TO-I at this time, the staff comments described above
remain outstanding.
Please direct any questions to me at (202) 942-2962 or, in
my absence, to Nicholas Panos, Special Counsel, at (202) 942-2920.
You may also contact me via facsimile at (202) 942-9585. Please
send all correspondence to us at the following ZIP code: 20549-0306.
Sincerely,
Daniel F. Duchovny
Attorney-Advisor
Office of Mergers &
Acquisitions
cc: Elliot Press, Esq. (via fax: (212) 940-6621)
</TEXT>
</DOCUMENT>