SEC Comment Letter for WINDROSE MEDICAL PROPERTIES TRUST (CIK 0001173942) — Jun 8, 2005
WINDROSE MEDICAL PROPERTIES TRUST (CIK 0001173942)
Date: June 8, 2005 · CIK: 0001173942 · Accession: 0000000000-05-028486
AI Filing Summary & Sentiment
File numbers found in text: 333-125213
Letter
June 7, 2005 Mail Stop 4561 Frederick L. Farrar President Windrose Medical Properties Trust 3502 Woodview Trace, Suite 210 Indianapolis, IN 46268
Re: Windrose Medical Properties Trust Form S-3 filed May 25, 2005 File No. 333-125213
Dear Mr. Farrar:
This is to advise you that we have conducted only a limited review of your registration statement. Based on that limited review, we have the following comments.
1. We note that you appear to be registering an at the market offering of your common shares pursuant to Rule 415(a)(4) and that your proposed maximum aggregate offering price is $19,261,791. We further note that the aggregate market value of your voting stock held by non-affiliates was $163,925,175 as of February 28, 2005 as stated in Amendment No. 2 to your Form 10-K/A filed May 20, 2005. Pursuant to Rule 415(a)(4), the amount of securities registered for an at the market offering must not exceed 10% of the aggregate market value of a registrant`s outstanding voting stock held by non- affiliates. Please advise or revise your registration statement accordingly.
2. Please be advised that we are monitoring the above registration statement to ensure compliance with the outstanding comments on your Form 10-K that is currently being reviewed by staff.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all information required under the Securities Act of 1933 and that they have provided all information investors require for an informed investment 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.
Notwithstanding our comments, in the event the company requests acceleration of the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that:
? should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;
? the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and
? the company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
In addition, please be advised that the Division of Enforcement has access to all information you provide to the staff of the Division of Corporation Finance in connection with our review of your filing or in response to our comments on your filing.
We will consider a written request for acceleration of the effective date of the registration statement as 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.
Please contact Jennifer Gowetski, at (202) 551-3401, or me at (202) 551-3780 with any questions.
Sincerely,
Karen J. Garnett
Assistant Director
Show Raw Text
<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
June 7, 2005
Mail Stop 4561
Frederick L. Farrar
President
Windrose Medical Properties Trust
3502 Woodview Trace, Suite 210
Indianapolis, IN 46268
Re: Windrose Medical Properties Trust
Form S-3 filed May 25, 2005
File No. 333-125213
Dear Mr. Farrar:
This is to advise you that we have conducted only a limited
review of your registration statement. Based on that limited
review,
we have the following comments.
1. We note that you appear to be registering an at the market
offering of your common shares pursuant to Rule 415(a)(4) and that
your proposed maximum aggregate offering price is $19,261,791. We
further note that the aggregate market value of your voting stock
held by non-affiliates was $163,925,175 as of February 28, 2005 as
stated in Amendment No. 2 to your Form 10-K/A filed May 20, 2005.
Pursuant to Rule 415(a)(4), the amount of securities registered
for
an at the market offering must not exceed 10% of the aggregate
market
value of a registrant`s outstanding voting stock held by non-
affiliates. Please advise or revise your registration statement
accordingly.
2. Please be advised that we are monitoring the above
registration
statement to ensure compliance with the outstanding comments on
your
Form 10-K that is currently being reviewed by staff.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities Act
of
1933 and that they have provided all information investors require
for an informed investment 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.
Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:
? should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
? the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
? the company may not assert staff comments and the declaration
of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.
We will consider a written request for acceleration of the
effective date of the registration statement as 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.
Please contact Jennifer Gowetski, at (202) 551-3401, or me
at
(202) 551-3780 with any questions.
Sincerely,
Karen J. Garnett
Assistant Director
cc: David C. Wright, Esq. (via facsimile)
Hunton & Williams
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Windrose Medical Properties Trust
June 7, 2005
Page 1
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