Mail Stop 4561
March 23, 2007
Jeffrey H. Lynford
Wellsford Real Properties, Inc.
535 Madison Avenue, 26th Floor
New York, New York 10022
Re: Wellsford Real Properties, Inc.
Amendment No. 1 to Registration Statement on Form S-4
Filed March 9, 2007
Registration No. 333-139705
Dear Mr. Lynford:
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 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 on 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 revise to update your financial statements in accordance
with Rule 3-12 of Regulation S-X.
Selected Historical Financial Data of Reis, page 22
2. We have reviewed your response to comment 62. Please revise
the
selected financial data for REIS to include a footnote explaining
the
restatement of the 2003 fiscal year.
Risk Factors, page 25
The merger represents a significant..., page 25
3. We note that in reviewing the proposed merger transaction the
board and its financial advisor considered the resulting
transition
of the shareholder base from value-oriented real estate investors
to
growth-oriented tech investors in the event the merger is
consummated. Please briefly address this change in the stock`s
risk/return profile assuming the merger is consummated.
Some of the directors..., page 27
4. Please disclose the estimated cash payments to be made to
Messrs.
Lynford and Garfield for change of control payments and options
redemptions.
Executive Compensation, page 128
5. Please disclose why the Compensation Committee used EBITDA as a
benchmark for the EIP.
Change of Control Payments and Benefits, page 141
6. Please disclose whether the change of control payment
anticipated
to be made to Mr. Cantaluppi is pursuant to a contractual
agreement.
If not, please disclose who decided to make this payment and
provide
additional disclosure as to the reason for the discretionary
payment.
Related Party Transactions, page 149
7. Please expand your disclosure regarding your policies related
to
potential conflicts of interest. For example, you disclose that
conflicts must be disclosed to your CFO but you do not disclose
the
policies to be followed by the CFO in approving or prohibiting
such
transactions or in bringing them to the board for approval or the
standard upon which such decisions will be made.
Income Taxes, page 185
8. We note your response to comment 21. We also note your
disclosure
on pages 29 and 186 that "there can be no assurance that [the
"continuity of business enterprise" requirement] will be met with
respect to any ownership change of Wellsford." Based on the
anticipated operations of the business upon consummation of the
merger as described in the prospectus, please disclose in this
section and in the risk factor on page 29 your belief as to the
likelihood that you will meet the "continuity of business
enterprise"
requirement. If you cannot provide this disclosure, please
disclose
why such an assessment is not possible.
Unaudited Pro Forma Combined Balance Sheet, page 212
9. Please revise to include a pro forma adjustment for the change
of
control payments to be made to Lloyd Lynford and Jonathan Garfield
upon consummation of the merger.
Part II.
Tax Opinions
10. Please direct counsel to revise the tax opinions to clarify
that
the company representational letters were limited to factual
matters.
11. Refer to the penultimate paragraph of the opinions. Counsels`
statements that the opinions are furnished "solely" to the company
appear to limit the ability of shareholders to rely on the
opinions.
Please provide revised opinions that omit the limitation on
reliance.
12. Please advise us when you intend to file executed tax
opinions.
* * *
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 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 Kristina Beshears, Staff Accountant 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 Michael McTiernan at 202-551-3852
or
me at 202-551-3495 with any other questions.
Sincerely,
Elaine Wolff
Branch Chief
cc: Stephen Wiseman, Esq. (via facsimile)
Jeffrey H. Lynford
Wellsford Real Properties, Inc.
March 23, 2007
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