SEC Comment Letter for ASHFORD HOSPITALITY TRUST INC (AHT, AHT-PD, AHT-PF, AHT-PG, AHT-PH, AHT-PI) (CIK 0001232582) (AHT) — Jul 16, 2014
ASHFORD HOSPITALITY TRUST INC (AHT, AHT-PD, AHT-PF, AHT-PG, AHT-PH, AHT-PI) (CIK 0001232582)
Date: July 16, 2014 · CIK: 0001232582 · Accession: 0000000000-14-035953
AI Filing Summary & Sentiment
File numbers found in text: 001-31775
Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 DIVISION OF CORPORATION FINANCE July 16, 2014 Via E -mail Andrew Kahn , Esq. Davis Cowell & Bowe LLP 595 Market Street, Suite 1400 San Francisco, CA 94105
Re: Ashford Hospitality Trust, Inc. Revised Preliminary Proxy Statement on Schedule 14A filed by UNITE HERE Filed July 9 , 2014 Correspondence Filed July 15, 2014 File No. 001-31775
Dear Mr . Kahn :
We have reviewed your filing s and have the following comments.
Revised Preliminary Schedule 14A 1. We note your response to prior comment 3 and reissue it in part. Item 6(b) of Schedule 14A requires disclosure of specific information in the event that the right to consent is not to be determined by reference to a record date. Please revise. 2. Please be advised that all written soliciting materials, regardless of where they appear, must be filed under the cover of Schedule 14A as well as comply with Rule 14a -9. Also see our telephone interpretation B.2 in the Third Supplement to the Manual of Publicly A vailable Telephone Interpretations (July 2001) for additional guidance. In this respect, we note that footnote 10 refers to the website www.unlock -ashford.org . It appears that you sponsor the website and we n ote it includes materials that could be deemed solicitations (as defined in Rule 14a -1(l)). Please file any soliciting materials appearing on the website.
You may contact me at (202) 551 -3619 with any questions .
Sincerely,
/s/ Daniel F. Duchovny
Daniel F. Duchovny
Special Counsel
Office of Mergers and Acquisitions
Show Raw Text
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
July 16, 2014
Via E -mail
Andrew Kahn , Esq.
Davis Cowell & Bowe LLP
595 Market Street, Suite 1400
San Francisco, CA 94105
Re: Ashford Hospitality Trust, Inc.
Revised Preliminary Proxy Statement on Schedule 14A filed by UNITE
HERE
Filed July 9 , 2014
Correspondence Filed July 15, 2014
File No. 001-31775
Dear Mr . Kahn :
We have reviewed your filing s and have the following comments.
Revised Preliminary Schedule 14A
1. We note your response to prior comment 3 and reissue it in part. Item 6(b) of Schedule
14A requires disclosure of specific information in the event that the right to consent is not
to be determined by reference to a record date. Please revise.
2. Please be advised that all written soliciting materials, regardless of where they appear, must
be filed under the cover of Schedule 14A as well as comply with Rule 14a -9. Also see our
telephone interpretation B.2 in the Third Supplement to the Manual of Publicly A vailable
Telephone Interpretations (July 2001) for additional guidance. In this respect, we note that
footnote 10 refers to the website www.unlock -ashford.org . It appears that you sponsor the
website and we n ote it includes materials that could be deemed solicitations (as defined in
Rule 14a -1(l)). Please file any soliciting materials appearing on the website.
You may contact me at (202) 551 -3619 with any questions .
Sincerely,
/s/ Daniel F. Duchovny
Daniel F. Duchovny
Special Counsel
Office of Mergers and Acquisitions