CORRESP 1 filename1.htm corresp
July 22, 2009
Mail Stop: 3010
Ms. Jessica Barberich
United States Securities and exchange commission
100 F Street, N.E.
Washington, D.C. 20549
Re:   Del Taco Restaurant Properties III
Form 10-K for Fiscal Year Ended December 31, 2008
Filed March 11, 2009
Form 10-Q for Quarterly Period Ended March 31, 2009
Filed May 15, 2009
File No. 000-16851
Dear Ms. Barberich,
Del Taco Restaurant Properties III (the “Company”) is in receipt of the Staff’s letter dated July 14, 2009 regarding the Staff’s review of and comments on the Company’s Form 10-K and Form 10-Q filings referenced above. For your convenience, we have restated the Staff’s comments in bold in this letter and have provided the Company’s response below each comment.
Comment:
1. We note you declared distributions in the quarter ended December 31, 2008, however your Balance Sheet does not appear to reflect a liability as of December 31, 2008 for such distributions paid in January 2009. Please tell us how you have complied with GAAP or why you believe it was not necessary to accrue a liability for this distribution.
Response:
The last sentence of Note 8 should state “Distributions declared in January 2009 for the quarter ended December 31, 2008 amounted to $5.21 per limited partnership unit and were paid in January 2009.” We have filed an amended Form 10-K with an updated Note 8 – Cash Distributions to Limited Partners which clarifies the timing of the declared distribution and why it was not recorded as a liability as of December 31, 2008.
2. We note that you filed your Principal Executive Officer and Principal Financial Officer certifications under Item 601(b)(31) of Regulation S-K. Please file an amendment to your Form 10-K to include the introductory language addressing internal control over financial reporting as required in paragraph 4. The amendment should include the entire report and new, corrected certifications as set forth in Item 601(b)(31) of Regulation S-K. Please also amend your Form 10-Q for

 


 

the quarter ended March 31, 2009.
Response:
We have filed the requested amendments to Form 10-K and Form 10-Q to comply with the Exchange Act Rules.
We hereby acknowledge the following:
    the Company is responsible for the adequacy and accuracy of the disclosure in the filings;
 
    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
 
    the company 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.
Please do not hesitate to contact me with any questions or comments you may have.
Sincerely,
DEL TACO RESTAURANT PROPERTIES III
(a California limited partnership)
Steven L. Brake
Treasurer