SEC Division of Corporation Finance no-action letter: T REIT, Inc. and T REIT Liquidating Trust

ALSTON&BIRD LLP
One Atlantic Center
1201 West Peachtree Street
Atlanta, Georgia 30309-3424
404-881-7000
Fax: 404-881-7777 www.alston.com
Rosemarie A. Thurston Direct Dial: 404-881-4417 E-mail: rosemarie.thurston@alston.com Securities Exchange Act of 1934 Sections 12, 13 and 14 VIA E-MAIL Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Mr. Jeffrey S. Cohan Re: Request for No-Action Letter on behalf of T REIT, Inc. and T REIT Liquidating Trust Dear Mr. Cohan:
Following up on our previous conversations, we are writing on behalf of our client, T REIT, Inc., a Virginia corporation (the “Company”), to request that the Division of Corporation Finance confirm that, under the circumstances described herein, it will not recommend any enforcement action to the Securities and Exchange Commission (the “Commission”) if the liquidating trust established in connection with completing the liquidation of the Company’s assets (the “Liquidating Trust”) does not register and report with respect to the units of beneficial interest in the Liquidating Trust under Sections 12(g) and 13, or comply with the proxy rules contained in Section 14, of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
I. BACKGROUND CONCERNING THE COMPANY AND THE LIQUIDATING TRUST
The Company was organized in December 1998. On April 28, 1999, the Company filed with the Commission a Registration Statement on Form S-11 (File No. 333-77229) to register the sale of its common stock, $.01 par value per share (the “Common Stock”), under the Securities Act of 1933, as amended (the “Securities Act”). The Registration Statement was declared effective on February 22, 2000, and the Company commenced its initial public offering at that time. On April 30, 2002, the Company registered its Common Stock under Section 12(g) of the Exchange Act due to the fact that it had in excess of 500 record holders and $10 million in assets as of December 31, 2001. The initial public offering terminated on May 31, 2002, and the Company filed a post￾effective amendment to its Registration Statement on June 4, 2002 to withdraw from registration the remaining unsold shares. The Company’s Common Stock has never been listed for trading on any national securities exchange nor quoted on any quotation system, nor has any active secondary trading market developed for the Common Stock. The Company was formed to acquire, manage, and invest in a diversified portfolio of real estate (or interests therein) comprised of office, industrial, retail and service properties. The Company completed its first property