SEC Proposes To Revise Form S-11 To Permit Incorporation By Reference

On December 14, 2007, the SEC issued a proposal to amend Form S-11 to allow a registrant to incorporate by reference historical information from reports and documents previously filed under the Securities Exchange Act of 1934¹. The proposal, if enacted, should result in cost savings for non-exchange traded REITs, as well as publicly traded REITs ineligible to use Form S-3, by reducing the amount of information that would otherwise be required to be repeated in registration statements when it is already on file with the SEC. Blind pool REITs may also benefit from the proposed amendment.

The proposal would primarily benefit non-exchange traded REITs which by their nature are unable to meet the public float requirement of Form S-3. Nonexchange traded REITs are currently allowed only to conduct primary offerings on Form S-11 without the advantages of incorporation by reference. Similarly, the proposal