|
|
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP |
|
|
|
|
ONE BEACON STREET |
|
FIRM/AFFILIATE |
|
|
BOSTON, MASSACHUSETTS 02108-3194 |
|
OFFICES |
|
|
|
|
|
|
|
TEL: (617) 573-4800 |
|
CHICAGO |
|
|
FAX: (617) 573-4822 |
|
HOUSTON |
|
|
www.skadden.com |
|
LOS ANGELES |
|
|
|
|
NEW YORK |
|
|
|
|
PALO ALTO |
|
|
|
|
WASHINGTON, D.C. |
|
|
|
|
WILMINGTON |
|
|
|
|
|
DIRECT DIAL |
|
|
|
BEIJING |
(617) 573-4859 |
|
|
|
BRUSSELS |
DIRECT FAX |
|
|
|
FRANKFURT |
(617) 305-4859 |
|
|
|
HONG KONG |
EMAIL ADDRESS |
|
|
|
LONDON |
Margaret.Cohen@Skadden.com |
|
|
|
MOSCOW |
|
|
|
|
MUNICH |
|
|
|
|
PARIS |
|
|
|
|
SÃO PAULO |
|
|
|
|
SHANGHAI |
|
|
|
|
SINGAPORE |
|
|
|
|
SYDNEY |
|
|
|
|
TOKYO |
|
|
|
|
TORONTO |
|
|
|
|
VIENNA |
April 1, 2013
VIA EDGAR AND OVERNIGHT DELIVERY
United States Securities and Exchange Commission
Office of Mergers and Acquisitions
Division of Corporation Finance
100 F Street, NE
Washington, D.C. 20549-0308
Attention: David L. Orlic, Special Counsel
|
RE: |
CommonWealth REIT |
|
|
Revised Preliminary Proxy Statement on Schedule 14A |
|
|
Filed March 27, 2013 |
|
|
File No. 001-09317 |
Dear Mr. Orlic:
On behalf of CommonWealth REIT (the Company), please find below the responses of the Company to comments of the staff (the Staff) of the United States Securities and Exchange Commission (the Commission) contained in your letter dated March 29, 2013, in connection with the above-captioned preliminary proxy statement of the Company. A revised preliminary consent revocation statement on Schedule 14A (as so revised, the Consent Revocation Statement) is being filed simultaneously with this letter. For the convenience of the Staff, we have also sent to you a paper copy of this letter and clean and marked copies of the Consent Revocation Statement.
Your numbered comments with respect to the Consent Revocation Statement, as set forth in your letter dated March 29, 2013, have been reproduced below in italicized text. The Companys responses thereto are set forth immediately following the reproduced comments to which they relate.
United States Securities and Exchange Commission
April 1, 2013
Page 2
Voting Securities and Record Date, page 11
1. Please clarify your disclosure regarding Section 2.14(a)(ii) of the bylaws to specify whether security holders must hold certificates for three years. If not, please disclose whether the process of issuing certificates to a security holder could result in a transfer of ownership under the bylaws, such that the three year holding period would restart.
Company Response: In response to the Staffs comment, the Company has revised its disclosure in the Consent Revocation Statement.
2. Disclosure states that a security holder must provide other reasonable evidence, satisfactory to the Board, of their continuous ownership of such Common Shares for the three-year period. Please disclose what might qualify as reasonable evidence in this circumstance.
Company Response: In response to the Staffs comment, the Company has revised its disclosure in the Consent Revocation Statement.
If you have any questions regarding the responses to the comments of the Staff, or require additional information, please contact the undersigned at (617) 573-4859.
|
Very truly yours, | ||
|
| ||
|
/s/ Margaret R. Cohen |
| |
|
Margaret R. Cohen | ||
|
| ||
|
| ||
cc: |
Michele Anderson |
| |
|
Securities and Exchange Commission |
| |
|
|
| |
|
Michael E. McTiernan |
| |
|
Securities and Exchange Commission |
| |
|
|
| |
|
Adam D. Portnoy |
| |
|
CommonWealth REIT |
| |
|
|
| |
|
Brian V. Breheny |
| |
|
Skadden, Arps, Slate, Meagher & Flom LLP |
| |
|
|
| |
|
Richard J. Grossman |
| |
|
Skadden, Arps, Slate, Meagher & Flom LLP |
|