SEC Comment Letter for Newkirk Realty Trust, Inc. (CIK 0001333578) — Oct 26, 2005
Newkirk Realty Trust, Inc. (CIK 0001333578)
Date: Oct. 26, 2005 · CIK: 0001333578 · Accession: 0000000000-05-054541
AI Filing Summary & Sentiment
File numbers found in text: 333-127278
Letter
October 5, 2005 Mail Stop 4561 Michael Ashner Chairman and Chief Executive Officer Newkirk Realty Trust, Inc. 7 Bulfinch Place - Suite 500 Boston, MA 02114
Re: Newkirk Realty Trust, Inc. Amendment No. 1 to Registration Statement on Form S-11 Filed September 16, 2005 Registration No. 333-127278
Dear Mr. Ashner:
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. We note your response to our prior comment 20. Please provide an analysis regarding the applicability of Rule 14e-5 to the purchase of units in the formation transaction and the subsequent tender offer. To the extent your analysis relies on Rule 14e-5(b)(7), please provide a detailed analysis of how the purchase agreement satisfies the three stated conditions.
* * * *
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.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings reviewed by the staff to be certain that they have provided all information investors require for an informed 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.
We will consider a written request for acceleration of the effective date of the registration statement as a 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.
You may contact Josh Forgione at (202) 551-3431 or Linda van Doorn, Senior Assistant Chief Accountant, at (202) 551-3486 if you have questions regarding comments on the financial statements and related matters. Please contact Amanda McManus, Attorney-Advisor, at (202) 551-3412, or me at (202) 551-3852 with any other questions.
Sincerely,
Michael McTiernan
Special Counsel
Show Raw Text
<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
October 5, 2005
Mail Stop 4561
Michael Ashner
Chairman and Chief Executive Officer
Newkirk Realty Trust, Inc.
7 Bulfinch Place - Suite 500
Boston, MA 02114
Re: Newkirk Realty Trust, Inc.
Amendment No. 1 to Registration Statement on Form S-11
Filed September 16, 2005
Registration No. 333-127278
Dear Mr. Ashner:
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. We note your response to our prior comment 20. Please provide
an
analysis regarding the applicability of Rule 14e-5 to the purchase
of
units in the formation transaction and the subsequent tender
offer.
To the extent your analysis relies on Rule 14e-5(b)(7), please
provide a detailed analysis of how the purchase agreement
satisfies
the three stated conditions.
* * * *
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.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed 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.
We will consider a written request for acceleration of the
effective date of the registration statement as a 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.
You may contact Josh Forgione at (202) 551-3431 or Linda van
Doorn, Senior Assistant Chief Accountant, at (202) 551-3486 if you
have questions regarding comments on the financial statements and
related matters. Please contact Amanda McManus, Attorney-Advisor,
at
(202) 551-3412, or me at (202) 551-3852 with any other questions.
Sincerely,
Michael McTiernan
Special Counsel
cc: Mark I. Fisher, Esq. (via facsimile)
Elliot Press, Esq. (via facsimile)
Katten Muchin Rosenman LLP
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Michael Ashner
Newkirk Realty Trust, Inc.
October 5, 2005
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