SEC Comment Letter for ADVISORS REIT I, Inc (CIK 0001325445) — Nov 14, 2005
ADVISORS REIT I, Inc (CIK 0001325445)
Date: Nov. 14, 2005 · CIK: 0001325445 · Accession: 0000000000-05-057396
AI Filing Summary & Sentiment
File numbers found in text: 333-124916
Referenced dates: October 17, 2005
Letter
November 1, 2005 Mail Stop 4561 James L. Fritzemeier President Advisors REIT I, Inc. 8301 E. 21st North-Suite 235 Wichita, KS 67206
Re: Advisors REIT I, Inc. Amendment No. 3 to Registration Statement on Form S-11 Filed October 26, 2005 Registration No. 333-124916
Dear Mr. Fritzemeier:
We have reviewed your filing and have the following comments. 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 any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
General 1. Please provide a more detailed response regarding Mr. Sokolosky`s eligibility for the Rule 3a4-1 safe harbor. In particular, Rule 3a4- 1(a)(4)(ii)(A) requires that the "associated person primarily performs, or is intended primarily to perform at the end of the offering, substantial duties for or on behalf of the issuer otherwise than in connection with transactions in securities."
Your response states that the Board of Directors, of which Mr. Sokolosky is a member, "will have substantial duties following the completion of the offering." Nevertheless, as required by the safe harbor, you do not directly address how Mr. Sokolosky will meet Rule 3a4-1(a)(4)(ii)(A) beyond describing the duties of the Board. Please describe in specific detail all of "substantial duties" on behalf of the issuer Mr. Sokolosky will primarily perform at the end of the offering. In order to be able to use this safe harbor, these duties cannot be in connection with securities transactions.
Sales Literature
Exhibit 99.1 2. We note your response to comment 8 in our letter dated October 17, 2005 and your revised disclosure that distributions earlier than months after the offering would probably be a return of capital. Please remove the parentheses and revise to clarify that until you generate operating cash flows sufficient to pay distributions, you may make distributions from the proceeds of this offering or from borrowings, which may include a return of capital. Similarly, please revise your disclosure of your distribution policy on pages 6 and to clarify that you may make distributions from the proceeds of the offering if you do not generate sufficient operating cash flows to pay distributions.
* * *
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.
You may contact Joshua Forgione, Staff Accountant, at 202- 551- 3431 or Steven Jacobs, Accounting Branch Chief, at 202-551-3403 if you have questions regarding comments on the financial statements and related matters. Please contact Charito A. Mittelman at 202-551- or me at 202-551-3411 with any other questions.
Sincerely,
Peggy Kim
Senior Counsel
Show Raw Text
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<TEXT>
November 1, 2005
Mail Stop 4561
James L. Fritzemeier
President
Advisors REIT I, Inc.
8301 E. 21st North-Suite 235
Wichita, KS 67206
Re: Advisors REIT I, Inc.
Amendment No. 3 to Registration Statement on Form S-11
Filed October 26, 2005
Registration No. 333-124916
Dear Mr. Fritzemeier:
We have reviewed your filing and have the following comments.
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 any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
General
1. Please provide a more detailed response regarding Mr.
Sokolosky`s
eligibility for the Rule 3a4-1 safe harbor. In particular, Rule
3a4-
1(a)(4)(ii)(A) requires that the "associated person primarily
performs, or is intended primarily to perform at the end of the
offering, substantial duties for or on behalf of the issuer
otherwise
than in connection with transactions in securities."
Your response states that the Board of Directors, of which Mr.
Sokolosky is a member, "will have substantial duties following the
completion of the offering." Nevertheless, as required by the
safe
harbor, you do not directly address how Mr. Sokolosky will meet
Rule
3a4-1(a)(4)(ii)(A) beyond describing the duties of the Board.
Please
describe in specific detail all of "substantial duties" on behalf
of
the issuer Mr. Sokolosky will primarily perform at the end of the
offering. In order to be able to use this safe harbor, these
duties
cannot be in connection with securities transactions.
Sales Literature
Exhibit 99.1
2. We note your response to comment 8 in our letter dated October
17,
2005 and your revised disclosure that distributions earlier than
12
months after the offering would probably be a return of capital.
Please remove the parentheses and revise to clarify that until you
generate operating cash flows sufficient to pay distributions, you
may make distributions from the proceeds of this offering or from
borrowings, which may include a return of capital. Similarly,
please
revise your disclosure of your distribution policy on pages 6 and
73
to clarify that you may make distributions from the proceeds of
the
offering if you do not generate sufficient operating cash flows to
pay distributions.
* * *
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.
You may contact Joshua Forgione, Staff Accountant, at 202-
551-
3431 or Steven Jacobs, Accounting Branch Chief, at 202-551-3403 if
you have questions regarding comments on the financial statements
and
related matters. Please contact Charito A. Mittelman at 202-551-
3402
or me at 202-551-3411 with any other questions.
Sincerely,
Peggy Kim
Senior Counsel
cc: Michael R. Biggs, Esq. (via facsimile)
Biggs Wilkerson, L.C.
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James L. Fritzemeier
Advisors REIT I, Inc.
November 1, 2005
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