PS Business Parks
701 Western Avenue, Glendale, California 91201
July 14, 2009
VIA EDGAR AND COURIER
Sonia Barros
Special Counsel
Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549
Re: PS Business Parks
Registration Statement on Form S-3
Filed June 19, 2009
File No. 333-160104
Dear Ms. Barros:
Set forth below is the response of PS Business Parks, Inc. to the Staff
comment provided in your letter dated July 13, 2009, regarding our Registration
Statement on Form S-3 filed June 19, 2009, File No. 333-160104. In connection
with this letter responding to the Staff's comment, we are filing Amendment No.
1 to the Registration Statement and I have enclosed a courtesy copy of such
Amendment No. 1 marked to show changes from the Registration Statement as filed
on June 19, 2009.
The Staff's comment, indicated in bold below, is followed by PS
Business Parks' response.
1. WE NOTE THAT YOU HAVE NOT FILED THE STATEMENT OF ELIGIBILITY OF THE
TRUSTEE. PLEASE FILE THIS IN ACCORDANCE WITH THE REQUIREMENTS OF ITEM
601(B)(25) OF REGULATION S-K. TO THE EXTENT YOU INTEND TO REPLY UPON
SECTION 305(B)(2) OF THE TRUST INDENTURE ACT TO DESIGNATE THE TRUSTEE
ON A DELAYED BASIS, YOU MUST NOTE THIS IN THE EXHIBIT LIST. IF YOU
INTEND TO DESIGNATE THE TRUSTEE ON A DELAYED BASIS, PLEASE BE AWARE
THAT COMPANIES RELYING ON SECTION 305(B)(2) MUST SEPARATELY FILE THE
FORM T-1 UNDER THE ELECTRONIC FORM TYPE "305B2." PLEASE REFER TO
SECTION 220.01 UNDER "1939 ACT - GENERAL GUIDANCE," WHICH CAN BE
LOCATED AT HTTY://WWW.SEC.GOV/DIVISIONS/CORPFIN/GUIDANCE/TIAINTERP.HTM.
------------------------------------------------------------
Response:
---------
In response to the Staff's comment, we revised the exhibit list to
indicate that we will file the statement of eligibility of the trustee
on a delayed basis. The revised exhibit index is included in Amendment
No. 1 to our Form S-3 that was filed today on EDGAR.
In connection with PS Business Parks' response to the Staff's comment,
we hereby acknowledge that:
Sonia Barros
Securities and Exchange Commission
July 14,2009
Page2
o PS Business Parks is responsible for the adequacy and accuracy of the
disclosure in the filings,
o Staff comments or changes to disclosure in response to Staff comments
do not foreclose the Commission from taking any action with respect to
the filings, and
o PS Business Parks may not assert Staff comments as a defense in any
proceeding initiated by the Commission or any person under the federal
securities laws of the United States.
Should you need additional information, please call me at 818-244-8080, ext.
1319. My fax number is 818-548-9288 if you need it.
Sincerely,
/s/Stephanie G. Heim
Stephanie G. Heim
Vice President, Corporate Counsel & Assistant Secretary
cc: Erin Martin, Attorney-Advisor, Division of Corporate Finance, Securities
and Exchange Commission