Company Name: Woodtrails-Seattle, Ltd. 
Public Availability Date: Aug. 9, 1982

INQUIRY LETTER

PETTIT & MARTIN

THE TRANSAMERICA BUILDING, 600 MONTGOMERY STREET

SAN FRANCISCO, CALIFORNIA 94111

(415) 434-4000

June 16, 1982

Office of Chief Counsel

Division of Corporation Finance

Securities and Exchange Commission

500 North Capitol Street, N.W.

Washington, D. C. 20549

Attention: David B.H. Martin, Jr., Esq.

Re: Woodtrails - Seattle, Ltd.

Gentlemen:

Our client, Woodtrails - Seattle, Ltd., a California limited partnership (the "Partnership"), proposes to offer and sell limited partnership interests without registration under the Securities Act of 1933, in reliance registration under the Securities Act of 1933, in reliance upon the exemption afforded by Rule 505 of Regulation D (17 C.F.R. §§230.501 through 230.506). The Partnership proposes to mail a written offer to approximately three hundred thirty persons who have previously invested in other limited partnerships sponsored by the general partner of the Partnership. For the reasons stated below, we respectfully request that the Division of Corporation Finance concur in our view that the making of such offers does not constitute general solicitation or general advertising for purposes of Regulation D.

Facts

The general partner of the Partnership has sponsored nine limited partnerships over the last three years (the "Prior Partnerships"). Each of the Prior Partnerships offered and sold its securities in reliance on Rule 146. All of the prior Partnerships are extant, and the general partner of the Partnership continues to serve as a general partner of each of the Prior Partnerships.

There are, in the aggregate, approximately three hundred thirty limited partners of the Prior Partnerships. Each of these limited partners met the suitability standards set forth in Section (d) (2) of Rule 146 at the time of their purchase. In addition, each of such purchasers was required to meet specific financial qualification standards imposed by applicable state law.

The Partnership proposes to mail to the limited partners of the Prior Partnerships a written offer to purchase limited partnership interests in the Partnership. Such offer would be transmitted to all of the limited partners in the Prior Partnerships, except that no offer will be communicated to any partner if the Partnership is aware that such persons condition has materially changed so that such person would not now satisfy the suitability standards which were satisfied at the time of such persons purchase.

Discussion

Each of the proposed offerees, by definition, has a pre-existing business relationship with the general partner of the Partnership. It is the belief of the Partnership that a significant number of the recipients of the proposed offer will be interested in investing in the Partnership. Furthermore, the Partnership believes that each of the recipients of the proposed offer has such knowledge and experience in financial and business matters that he or she is capable of evaluating the merits and risks of the prospective investment. For these reasons, we are of the opinion that the proposed communication does not constitute a general solicitation or general advertising within the meaning of Rule 502.

Conclusion

The offering proposed to be made by the Partnership would, in our opinion, have come within the provisions of Section (c) (3) of Rule 146 which permitted mailings to persons who satisfy the suitability standards of Section(d) (1) of Rule 146. We do not believe that a type of communication which was permissible under Rule 146 should be characterized as a prohibited general solicitation or general advertising under Regulation D. Accordingly, we believe that the proposed offering does not constitute a general solicitation or general advertising under Regulation D.

In the event you are unable to concur in our view we request that you contact the undersigned by telephone before sending a reply.

Very truly yours,

Robert T. Burke

RTB/mm

cc: Woodtrails - Seattle, Ltd.

STAFF REPLY LETTER

JUL 8 1982

RESPONSE OF THE OFFICE OF CHIEF COUNSEL

DIVISION OF CORPORATION FINANCE

Re: Woodtrails - Seattle, Ltd. ("Woodtrails")

Incoming letter dated June 16, 1982

Your letter seeks interpretive advice from this Division as to the application of Rule 502(c) under the Securities Act of 1933 to Woodtrails proposal to mail a written offer to approximately 330 persons who have invested in limited partnerships sponsored by the general partner of Woodtrails over the last three years.

As you know, Rule 502(c) provides that in certain offers or sales under Regulation D neither the issuer nor any person acting on the issuers behalf shall offer or sell the securities by any form of general solicitation or general advertising. On the basis of the facts presented in your letter, this Division is of the view that Woodtrails or its general partner may make the proposed offers to the investors in prior limited partnerships sponsored by the general partner without exceeding the terms of Rule 502(c). In arriving at this position, we note that (1) each of the proposed offerees has a pre-existing business relationship with the general partner of Woodtrails, which relationship was established within the last three years, and (2) the nature of this relationship is evidenced, in part, by the determination by the general partner at the time of the original investment that the investors met certain suitability standards and by the belief by Woodtrails that each of the proposed offerees currently has such knowledge and experience in financial and business matters that he or she is capable of evaluating the merits and risks of the prospective investment.

Because this position is based upon the representations made to the Division in your letter, it should be noted that any different facts or conditions might require a different conclusion.

Sincerely,

David B.H. Martin, Jr.

Special Counsel