September 7, 2005
Mail Stop 4561
Frank C. Spencer
Chief Executive Officer
Cogdell Spencer Inc.
4401 Barclay Downs Drive, Suite 300
Charlotte, NC 28209
Re: Cogdell Spencer Inc.
Registration Statement on Form S-11
Filed August 10, 2005
File No. 333-127396
Dear Mr. Spencer:
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
information so we may better understand your disclosure. After
reviewing this information, we may 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 from page 38 that "some" of the uses of proceeds that
you
have identified may be funded from sources other than this
offering.
Based on this statement, it does not appear to us that you have
identified firmly the use of any of your proceeds. Accordingly,
please tell us why we should not consider this offering to be a
blind
pool subject to the disclosure requirements of Guide 5.
2. Please update your financial statements in accordance with Rule
3-
12 of Regulation S-X.
3. Revise to include a schedule of Real Estate and Accumulated
Depreciation as prescribed by Rule 5-04 of Regulation S-X.
4. Please provide us with a copy of any artwork you intend to use
for
the prospectus.
Prospectus Cover Page
5. Please revise the cover page and the summary risk factors on
page
4 to discuss the risks related to conflicts of interest in your
formation transactions, including lack of an appraisal and the
risk
of overpayment.
Summary, page 1
Competitive Strengths, page 3
6. Most of the information included in this section has already
been
disclosed in the Overview section of the prospectus summary.
Please
revise your summary to eliminate repetitive disclosure.
Similarly,
please eliminate repetitive disclosure under the subheading "Our
Aggregate Portfolio."
Our Wholly Owned Properties, page 5
7. We note from page 8 that you generated in 2004 only $643,553 in
management fees paid by third parties. This appears to represent
less
than 2% of your combined 2004 revenue from rental activities. In
order to give investors an idea of the relative scope and
importance
of each part of your business to your overall business strategy,
please indicate what percentage of your revenue in the most recent
period was generated by your wholly-owned properties, by third-
party
development fees and by third-party management fees.
Development Opportunities, page 8
8. Please remove general references to your return on capital.
Instead, please revise your MD&A to discuss your development
activities and historical rates of return on capital.
Formation Transactions, page 8
9. Please provide a more detailed summary of these transactions,
including total consideration to be paid, historical book value of
the assets to be transferred, and a brief description of the tax
protection agreements. Please indicate separately the value of
and
consideration for Cogdell Advisory Services, which appears to be
your
management entity.
Material Benefits to Related Parties, page 10
Formation Transactions, page 10
10. Please disclose the net tangible book value of assets to be
transferred by your non-executive managers.
Advisory Fee, page 11
11. Please identify the affiliate and file the engagement letter
as
an exhibit to this registration statement. Also, please briefly
describe the advisory services provided by the affiliate.
Our Tax Status, page 11
12. On page 12, please disclose that up to 25% of your assets may
be
held through your taxable REIT subsidiary ("TRS") and please
disclose that your decision to retain accumulated earnings in the
TRS
will cause those amounts to be excluded from the 90% of REIT
taxable
income that is required to be distributed to shareholders.
Distribution Policy, page 12
13. Please clarify the record date for your intended initial
distribution. If public shareholders will not be participating,
please revise your discussion of related party benefits to cover
amounts to be distributed to affiliated parties.
Risk Factors, page 17
Risks Related to Our Properties and Operations, page 17
14. Please discuss the risk, if any, related to your reliance on
one
or a few hospital systems for a material portion of your revenue.
If we are unable to promptly re-let our properties..., page 19
15. Please clarify what portion of your rental revenue the leases
subject to expiration account for and please indicate what
percentage
of your properties are subject to "use" restrictions. Tell us
whether these are the same as the deed restrictions referred to in
footnote seven on page 7. If not, please revise to discuss these
additional deed restrictions, where relevant.
We own 19 of our wholly owned properties subject to ground
leases...,
page 21
16. Please disclose the key restrictions contained in your ground
leases and what portion of your total rentable space is subject to
these leases.
Risks Related to the Healthcare Industry, page 24
Adverse trends in healthcare provider operations..., page 24
17. We note that the healthcare industry is experiencing
significant
unused capacity in certain areas. Please be more specific and
indicate the extent to which you operate in any of these areas.
Risks Related to Our Debt Financings, page 26
Required payments on principal and interest on borrowings..., page
26
18. Please revise to make it clear that in 2007 your maturing
obligations rise significantly from current levels. Also, we note
from page 27 that you may violate restrictive covenants in your
loan
agreements. Please be more specific as to the nature of these
covenants.
Our ability to pay our estimated initial annual distribution...,
page
27
19. Please revise the title and body of this risk factor to focus
on
your ability in general to make future distributions. In a
separate
risk factor, please discuss risks related to your ability to meet
your anticipated initial distribution schedule in the event that
any
of your material assumptions, described on page 40, fail to
materialize. Finally, please disclose that you may fund future
distributions out of property sales, including at a loss, or
equity
offerings, which would be dilutive, or that you may suspend
distributions altogether.
We currently are negotiating to obtain an unsecured..., page 28
20. Please revise your discussion to reflect the actual terms of
the
loan agreement once known and file the final agreement as an
exhibit
to this registration statement. Also, please tell us whether you
are
negotiating this agreement with any of your underwriters.
Finally,
we note from page 55 that you may not obtain the line at all.
Please
discuss risk related to your failure to enter into this financing.
Risks Related to Our Organization and Structure, page 28
21. Where relevant, and only to the extent material, please
discuss
risk related to:
* the distribution preference and anti-dilution rights accorded to
holders of OP and LTIP units (see page 113); and
* the limitations contained in your partnership agreement on your
ability to enter into a change of control transaction or retain
the
proceeds of stock offerings (see page 114).
Risks Related to the Offering, page 35
Future sales of our common stock may depress the price..., page 36
22. Please quantify the number of shares you intend to register
under
your 2005 incentive plan.
Use of Proceeds, page 38
23. Please make it clear what the proceeds of this offering will
be
used for. Also, please tell us whether offering proceeds will be
used to pursue the $3.2 million acquisition referred to on page
98,
and provide additional disclosure as appropriate. Refer to
Instruction 6 to Item 504 of Regulation S-K. Finally, please
clarify
what "other debt" refers to and tell us why it is appropriate for
you
to assume the proceeds of your proposed line of credit.
Distribution Policy, page 40
24. Please describe in your narrative all material assumptions you
have made in arriving at cash available for distribution. In
revising your disclosure, please:
* disclose the sources of and any assumptions underlying estimated
cash flows from investing and financing activities; and
* discuss the impact on your assumptions of the tax protection
agreements connected to your formation transactions, including the
possibility of increased debt or required cash payments.
Please note, material assumptions that could impact distributions
should be reflected in your summary disclosure on page 12.
25. Please tell us why you have not included any adjustments
related
to unconsolidated entities. In this regard, please consider
whether
your financial obligations related to any of your development
projects or joint operating ventures could impact your ability to
satisfy your intended distribution schedule.
26. In footnote (5) you assume a percentage lease renewal with
respect to leases expiring after March 31, 2005 and prior to April
1,
2006 based on a percentage average lease renewal rate for the
three
years ended December 31, 2004. In your next amendment please
remove
this assumption as we do not believe it is reasonable to assume
renewals of leases in arriving at estimated cash available for
distribution for the 12 months ending March 31, 2006. You should
only include the effect of new leases or renewals of existing
leases
if leases have been signed.
Selected Financial Data, page 48
27. Revise your reconciliation of FFO to begin with net income.
Also
confirm to us and clarify in the next amendment that the
adjustment
to net income for unconsolidated entities` real estate
depreciation
includes only your proportional share of the depreciation expense.
See Item 10(e) of Regulation S-K.
Management`s Discussion and Analysis, page 49
Overview, page 49
28. Where relevant, please discuss your use of leverage, including
your existing leverage and target leverage ratios and any changes
in
leverage from period to period.
29. Where relevant, please discuss potential future charges
related
to $2.9 million in LTIP units you expect to issue to Messrs.
Spencer
and Handy upon the close of this offering.
30. Please clarify your definition of rental and fee revenue. It
appears from page F-35 that "rental" revenue actually consists of
rent earned from properties owned by you and rent from advisory
fees.
On the other hand, fee revenue appears to refer exclusively to
fees
earned from your development projects. Rental revenue and
management
or advisory fees and associated expenses should be broken out and
discussed separately. In revising your disclosure, please explain
where you derived the $643,553 figure cited on page 8.
31. Where relevant, please explain briefly, from note 11 to your
financial statements, your approach to reconciling reported
results
through the elimination of intersegment revenue and expenses tied
to
related parties. Also, please explain whether you expect to
continue
making such a distinction following the close of the formation
transactions and your purchase of properties currently rented by
related parties.
32. Please provide a discussion of factors that may impact the
comparability of results, such as the recent accounting
pronouncements discussed on page 58. Refer to instruction 2 to
Item
301 of Regulation S-K.
33. In each period discussed, it appears that improvements in net
income were primarily related to significant decreases in interest
expense. These decreases themselves appear to be tied mainly to
your
hedging activity. In addition, we note that improvement in total
revenue for 2004 versus 2003 was driven in part by a $1 million
(73%)
increase in development fees. Please revise to discuss your
expectations regarding future reliance on hedging and development
fees. Disclose whether management views these activities as
significant drivers of net income or revenue for future periods.
Results of Operations, page 52
Three months ended March 31, 2005 compared to three months ended
March 31, 2004, page 52
34. Please revise the disclosure of total revenues to discuss fee
revenue for this period.
Liquidity and Capital Resources, page 54
35. Please revise to discuss historical changes in cash flow from
operations, financing and investing activities.
Short-Term Liquidity Needs, page 54
36. Please discuss in more detail the anticipated changes in your
cash position following this offering and quantify the existing
cash
balance of your predecessor. Quantify funds to be used for all
known
short-term transactions, as opposed to merely relying on estimates
based on historical capital expenditures. Such transactions would
appear to include:
* repayment of debt;
* cash payments to interest holders;
* the success fee to the affiliate of Mr. Jennings;
* unfunded capital expenses, including property improvements,
renovation or development;
* commitments related to your development agreements;
* the intended initial annual distribution;
* the $3.2 million acquisition referred to on page 98;
37. Please disclose restrictions on the liquidity of your assets,
including illiquidity common to most real estate, but also
characteristics specific to your target asset type as well as any
contractual or regulatory restrictions. In revising your
disclosure,
please address liquidity issues connected to the tax protection
agreements described on page 98, quantify any current or long-term
liabilities and consider whether these agreements constitute
contingent obligations. In this regard. we note that these
agreements
* appear to place an eight-year hold on your ability to sell
property, include 12 years of "deficit reduction" rights and may
require cash payments to cover tax obligations; and
* may place limits on your debt levels, which could inhibit your
ability to refinance these properties to meet both short- and
long-
term liquidity needs.
38. Where relevant, please discuss what appears to be, from page
55,
a significant decrease in capital expenditures in the first
quarter
of 2005. Please indicate whether this comports with your
expectations going forward and discuss, to the extent applicable,
any
seasonality associated with your capital expenditures.
39. Please discuss the impact on your liquidity of the put held by
the charitable foundation, as described on page 70.
40. We note from page 18 that 7.4% of your properties are located
in
Louisiana. To the extent material, please discuss the impact on
your
properties from Hurricane Katrina.
41. In light of the foregoing, and your statement on page 26 that
you
do not expect cash flow from operations to be sufficient to meet
your
maturing debt obligations, please provide an estimate of how long
you
believe you will be able to meet your liquidity needs based on
your
cash position at the close of this offering.
Off-Balance Sheet Arrangements, page 55
42. You disclose that you are not expected to guarantee the
obligations of unconsolidated entities or to provide funding to
any
such entities. However, on page F-29 you disclose that you have
guaranteed mortgage notes payable for unconsolidated real estate
joint ventures. Please clarify your disclosure as necessary.
Indebtedness Outstanding Upon Completion of the Offering, page 55
43. On page 56, please disclose the prepayment terms of your
mortgages.
Commitments and Contingencies, page 56
44. Please expand the table to include interest payments due in
each
year.
45. We note that the long-term debt obligation presented in the
table
on page 57 is significantly less than what is presented on the
Predecessor entity`s balance sheet. It appears that you are
attempting to present pro-forma long term debt. Please revise
this
table to present your actual commitments and contingencies as of
March 31, 2005.
Industry Background/Market Opportunity, page 60
46. Please provide support for all statistics and demographic
information cited in this section.
Business and Properties, page 64
47. In order to avoid confusion, here and throughout your
prospectus,
please avoid referring to companies as "partners" unless you share
revenue with them.
48. Please provide us with objective support for or omit the
following statements appearing here, in your MD&A and in your
summary:
* that you are leading owner of specialty office properties for
the
medical profession. Please clarify in the first sentence the
measure
by which you consider yourself to be a leader;
* that you have successfully developed and maintained customized
office buildings;
* that you have experienced a "high level" of customer
satisfaction
and enjoy a strong reputation;
* that your hospital campus locations are coveted;
* that you exceed the national occupancy rate (page 65) and
industry
operating efficiencies (page 67); and
* that your tenant base provides you with more stable cash flow
relative to your peers (page 73). Please identify your peers.
Our Competitive Strengths, page 65
49. We note from the fourth bullet point on page 66 that you
believe
that your focus on operating your properties, as opposed to
entering
into sale-leaseback arrangements, will help you achieve "unique
and
attractive" cash flow growth. Please clarify what you mean by
unique
and explain the basis for this statement in light of your
historical
results, which show decreases in cash flow from operations in the
first quarter of 2005 and for the full year 2003.
Business and Growth Strategies, page 67
50. We note from the second bullet point that you intend to
continue
to enter into joint ventures with physicians and physician groups
as
investors. Please explain how this disclosure comports with your
disclosure on page 62, that physicians facing problems of
liquidity
caused by falling reimbursement rates and increasing technology
needs
are in fact looking to sell their interests in real property.
Our Aggregate Portfolio, page 67
51. We note from page 98 that you intend to acquire a property at
the
close of this transaction. Please describe it in more detail. If
you are acquiring this property from a related party, please
provide
a description of the transaction under "Certain Relationships and
Related Transactions."
52. With respect to your wholly owned properties, please provide
the
disclosure required by Item 15(e) and, to the extent applicable,
Items 15(g) and (h) of Form S-11.
53. Please tell us why you have not provided, here and in your
discussion of indebtedness on page 55, property-level disclosure
under Items 14 and 15 with respect to your joint venture operating
properties and your development projects.
Managed Properties, page 70
54. Please identify each of your managed properties and describe
them
in more detail, including:
* your equity stake in each,
* the key terms of your management agreements (including your
right
to assume obligations under the put held by the charitable
foundation),
* length of time before termination, and
* how much of your total square feet under management is
attributed
to each property.
55. We note from page 98 that you expect to manage Gulfport MOB
after
its sale. Please include a description of this property here or
tell
us why you believe such disclosure is not appropriate.
56. We note that 15 of the 16 properties that you currently manage
are held by clients with whom you have an existing investment
relationship. Please describe this relationship in more detail.
Our Tenants, page 72
57. Please clarify your footnotes to the table on page 73. It
does
not appear that the footnote regarding East Jefferson General
Hospital corresponds to any of the tenants presented in this
table.
Development, Acquisition and Asset Selection Process, page 73
58. Please revise to discuss whether you intend to retain
ownership
of properties you develop or if you develop properties with the
intent to sell them to health care providers. Discuss your
historical experience as well as your strategy for future
developments. Disclose the number of properties in your current
portfolio - whether or not wholly owned - that were development
projects you initiated and identify those properties.
Regulation, page 75
59. Please discuss any regulatory restrictions on the right of
physicians to hold an ownership interest in your properties,
including provisions of the Medicare Prescription Drug and
Modernization Act of 2003 and the related moratorium on the
availability of the Whole Hospital Exception.
Management, page 78
60. Please disclose your promoters. Refer to Item 11(d) of Form
S-
11. To the extent applicable, please provide the disclosure
required
by Item 401(g) of Regulation S-K.
61. Please provide more detailed disclosure of Dr. Smoak`s recent
professional experience.
Executive Compensation, page 83
62. Please tell us why you cannot include historical compensation
information for the last completed fiscal year based on
compensation
received by your officers from your combined predecessors.
Employment Agreements, page 84
63. Please define "good reason," "change of control" and
"disability"
for purposes of your employment agreements. Also, we note from
page
85 that your officers are subject to confidentiality, non-compete
and
anti-solicitation terms. Please explain the operation of these
terms
in more detail and explain, from page 84, why you would provide
additional severance in the event the terminating officer agrees
to
bound by provisions that appear to be already included in the
employment agreement. If your officers are not automatically
subject
to such terms, please explain the discrepancy and amend your risk
factors accordingly. Finally, please disclose, on page 85, the
tax
consequences to you of the gross-up terms in your employment
agreements.
64. Please describe in more detail the bonus and other incentive
provisions of the employment agreements. Disclose how the
compensation committee will determine the amount of such payments.
Certain Relationship and Related Transactions, page 91
65. Please revise your description of transactions involving
Messrs.
Cogdell, Spencer and Handy and Dr. Smoak to disclose cost and
depreciation information, as required by Instruction 5 to Item
404(a)
of Regulation S-K and Item 23 of Form S-11.
66. We note disclosure on page 70 regarding your right to assume
the
obligations of Mr. Cogdell and Mr. Spencer upon the charitable
foundation`s exercise of a put. Please revise the disclosure here
to
describe the key terms of the agreement between you and Messrs.
Cogdell and Spencer and file the agreement as an exhibit to the
registration statement.
67. Please quantify the value of benefits associated with the tax
agreements with Messrs. Cogdell, Spencer and Handy and, if
applicable, Dr. Smoak. Also, please quantify the aggregate
payment
to date to the affiliate of Mr. Jennings.
68. Please describe the LTIP units granted to Mr. Spencer and Mr.
Handy in more detail. Disclose the terms of the units and the
reason
for the grant.
Policies With Respect to Certain Activities, page 93
69. With respect to each policy discussed, please indicate whether
it
may be changed by the board or management without a shareholder
vote.
Investment Policies, page 93
70. If true, please indicate that there are no limitations on the
percentage of your assets that may be invested in any one type of
asset, notwithstanding REIT qualification requirements. Refer to
Item 13 of Form S-11.
Investments in Securities or Interests in Entities Primarily
Engaged
in Real Estate Activities and Other Issuers, page 94
71. Please provide the more detailed disclosure required by the
instructions to Items 13(c) and (d) of Form S-11.
Structure and Formation of Our Company, page 97
72. Please file all material agreements relating to the
consolidation
transaction as exhibits to this registration statement. We note
from
your May 6, 2005 correspondence that the agreements are variously
referred to as merger, contribution, transaction and consolidation
agreements.
Contribution and Exchange of Ownership Interests in Our
Predecessor,
page 97
73. Please identify the property that you currently manage and
expect
to acquire from its tenant-owners in exchange for OP units equal
to
$3.2 million.
Valuation of Existing Entities, page 98
74. Please discuss here any identified drawbacks to the cap rate
as a
method of valuation. For instance, it appears to us that the cap
rate does not consider the impact of distribution preferences
granted
to debt holders, which can materially reduce the anticipated rate
of
return for equity holders. In addition, cap rates may not
adequately
consider future capital outlays relating to planned or unplanned
improvements and renovations.
75. If true, please confirm, both here and in your summary, that
the
consideration to be paid by you for the existing entities is equal
to
cap rate valuations, was fixed prior to filing and will not change
regardless of the final price of shares sold in this offering.
Excluded Assets, page 98
76. Please revise to describe Mr. Handy`s percentage interest in
the
four excluded properties.
Tax Protection Agreements, page 98
77. Please explain the key terms of these agreements in more
detail.
In particular, please describe the specific tax liabilities
covered
by the indemnification. Also, please explain, from page 99, what
it
means to allow holders to guarantee debt and what a "deficit
restoration obligation" entails.
Shares Eligible for Future Sale, page 117
General, page 117
78. Please expand your disclosure to include LTIP and any other
vested stock grants.
Underwriting, page 140
79. We note from page 141 that the underwriters have reserved
shares
for sale directly to your directors, employees and other persons.
Please tell us the procedures investors must follow in order to
purchase the offered securities, including how and when the
underwriters or the company will receive communications or funds.
In
this regard, please describe the process for confirmation and
settlement of sales to directed share purchasers, including:
* whether directed share purchasers will be required to establish
accounts before the effective time, and if so, what if any funds
will
be put in newly established brokerage accounts before the
effective
date;
* what, if any, relationship will any funds deposited into new
accounts have to the expected price for the shares being allocated
to
the directed share purchaser; and
* how the procedures for the directed share program will differ
from
the procedures for the general offering to the public.
Also, please provide us with a copy of all materials that you or
the
underwriters will send to prospective investors in connection with
the directed share program.
80. We note from page 144 that a prospectus will be available
through
the Internet. Please identify any members of the underwriting
syndicate that will make copies of the preliminary prospectus
available online or will engage in the electronic offer, sale or
distribution of the shares. Please provide a detailed analysis of
how the underwriters` procedures will comply with Section 5 of the
Securities Act. Alternatively, please confirm that their
procedures
have been reviewed and cleared by the Division`s Office of Chief
Counsel and that the procedures have not changed since such
clearance. If you become aware of any additional members of the
underwriting syndicate that may engage in electronic offers,
sales,
or distributions after you respond to this comment, please
promptly
supplement your response to identify those members.
Unaudited Pro Forma Financial Information, page F-2
81. Refer to footnote (H). It appears that Rocky Mount MOB, LLC
was
consolidated in the combined financial statements but going
forward
it will be accounted for using the equity method of accounting.
Please revise to provide more details and why this entity is going
from consolidation to the equity method of accounting.
82. Please revise to provide pro forma adjustments to include the
effect of new employment agreements as discussed on page 10.
Combined Financial Statements
Cogdell Spencer Inc. Predecessor Financial Statements, page F-15
83. Please update the combined predecessor financial statements in
accordance with Rule 3-12 of Regulation S-X.
Mortgages and Notes Payable and Guarantees, page F-28
84. It appears that you were not in compliance with certain
restrictive covenants and that you received a waiver of these
violations from your lenders. Please revise the liquidity section
of
MD&A to fully discuss each material restrictive covenant under the
various debt instruments. In addition, please discuss the fact
that
you violated one or more of the covenants and that you received a
waiver. Describe the covenants and discuss whether you believe
you
will comply with the restrictive covenants in the future.
Part II - Information Not Required in Prospectus
Item 32. Sales to Special Parties
85. This section is reserved for sales at a price varying from the
price offered to the general public. Please tell us how the your
directed share program constitutes a sale to special parties.
Item 33. Recent Sales of Unregistered Securities
86. Please state the specific rule under Regulation D that you are
relying upon. Also, please briefly state the facts relied upon to
make the exemption available. Refer to Item 701(d) of Regulation
S-
K.
Exhibits
87. Please file your legal and tax opinions with the next
amendment
or provide draft copies for us to review. We must review the
opinions before we declare the registration statement effective.
As appropriate, please amend your registration statement in
response to our comments. You may wish to provide us with marked
copies of the amendment to expedite our review. Please furnish a
cover letter with your amendments that keys your responses to our
comments and provides any requested 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 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 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 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 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 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 amendments 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 Kristina Beshears at 202-551-3429 or Daniel
Gordon, Accounting Branch Chief, at 202-551-3486 if you have
questions regarding comments on the financial statements and
related
matters. Please contact Geoffrey Ossias at 202-551-3404 or me at
202-551-3780 with any other questions.
Sincerely,
Karen J. Garnett
Assistant Director
cc: Andrew S. Epstein (via facsimile)
??
??
??
??
Frank C. Spencer
Cogdell Spencer Inc.
September 7, 2005
Page 17