HUNTON & WILLIAMS LLP
BANK OF AMERICA PLAZA
SUITE 3500
101 SOUTH TRYON STREET
CHARLOTTE, NORTH CAROLINA 28280
TEL 704 o 378 o 4700
FAX 704 o 378 o 4890
ANDREW A. GERBER
DIRECT DIAL: 704-378-4718
EMAIL: agerber@hunton.com
December 7, 2004 FILE NO: 64056.000004
VIA OVERNIGHT DELIVERY AND EDGAR
Ms. Karen J. Garnett
Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: GREAT WOLF RESORTS, INC. - AMENDMENT NO. 3 TO REGISTRATION
STATEMENT ON FORM S-1 FILED NOVEMBER 26, 2004 (FILE NO.
333-118148) (THE "REGISTRATION STATEMENT")
Dear Ms. Garnett:
This letter sets forth the responses of Citigroup Global Markets Inc.
("Citigroup") to the comments of the staff of the Securities and Exchange
Commission (the "Staff") with regard to the above-referenced Registration
Statement. The Staff's comments were provided to Great Wolf Resorts, Inc. (the
"Company") in a letter dated December 3, 2004. The Company filed Amendment No. 4
to the Registration Statement ("Amendment No. 4") on December 7, 2004.
i-Deal Online Offering Procedures and Materials
1. Comment: Supplementally, please tell us what precise documents will be
delivered through the i-Deal electronic delivery system. It appears
that the prospectus and amendments will be "delivered" by being made
available through a website that i-Deal maintains. If the final
prospectus is made available through the system, please tell us how
i-Deal will provide confirmation (via paper or electronically) and how
they will assure themselves that the final prospectus precedes or
accompanies the confirmation. Also, please describe in more detail how
i-Deal will effect "delivery."
Response: Citigroup's use of the i-Deal Prospectus Delivery System
("i-Deal") is intended as a complementary distribution method to
deliver preliminary prospectus materials to US institutional clients
for this offering. Citigroup intends to use this system to complement
its process for hard copy delivery of preliminary prospectus
information
Ms. Karen J. Garnett
December 7, 2004
Page 2
only. Citigroup does not intend to distribute the final prospectus or
confirmations through i-Deal or by any other electronic means. The
final prospectus and related confirmations will be delivered in hard
copy through existing processes.
More specifically, Citigroup currently intends on using i-Deal solely
for the distribution to US institutional clients of (i) the Preliminary
Prospectus, (ii) any preliminary prospectus distributed in connection
with any required recirculation, and (iii) any supplement or sticker to
a preliminary prospectus. Citigroup does not intend to use i-Deal for
distribution of (i) any prospectus included in any pre-effective
amendment that is not otherwise (1) subject to a recirculation or (2)
distributed as a supplement/sticker to any preliminary prospectus, and
(ii) any final prospectus or any supplement/sticker thereto. Delivery
of documents through i-Deal is not effected by posting documents on
i-Deal's website; delivery is effected by emailing each investor an
hyperlink to the relevant documents.
2. Comment: We note that the i-Deal materials provide that investors who
consent to electronic delivery will be notified "by email (or other
available means) of the posting of any amendment to the prospectus for
the offering." Please revise the procedures and i-Deal materials to
obtain a specific consent from each investor for the manner by which
the investor will receive communications. If i-Deal wishes to
communicate by means other than email, investors must make a clear
choice about the means by which they will receive communications.
Response: Citigroup advises the staff that i-Deal will not communicate
by any electronic means other than email for purposes of announcing the
availability of the materials outlined above. In addition, Citigroup
may rely on traditional, non-electronic means of communication such as
written or telephonic communications. Each email communication will
include a new consent to electronic delivery of the specific document
covered by that email. The consents are not intended to operate as
global consents to all future communications and distributions. The
text of the revised email to i-Deal participants has been revised
accordingly and is attached as EXHIBIT A hereto (Word version and
screenshot). As noted above, the i-Deal system is only being used as a
complementary delivery system and paper copies of all documents have
been and will be sent to Citigroup's clients.
3. Comment: It appears that i-Deal intends to notify investors of
amendments by emailing a notice that the amendments are available on
their website. Currently, the only website page submitted to the staff
appears to include only a hyperlink to the prospectus and technical
information on accessing the document. Supplementally, please tell us
whether this webpage will be used for updates or whether i-Deal will
maintain a separate website
Ms. Karen J. Garnett
December 7, 2004
Page 3
with information about the offering. If i-Deal plans to use any other
web screens, please submit those screen shots to the staff for review.
Response: The initial email has been revised to address notifications
of amendments and supplements that are made available on the same
i-Deal website. i-Deal does not intend to maintain a separate website
for amendments or supplements. The text of all emails will conform in
all material respects to the text of the revised email (other than the
hyperlink address and references to the specific document covered by
the email). To monitor investors' receipt of future distributions,
i-Deal plans on adding an additional date and time stamp link for any
updates that will be accessible from a separate update email sent by
i-Deal. See EXHIBIT B for screenshot.
i-Deal Email submission
4. Comment: The i-Deal email appears to be a Rule 134(b) communication.
Since Rule 134(b) requires that the communication state where a
prospectus can be obtained, please revise to clearly describe how
investors may obtain a prospectus. Currently, there is no information
about how to obtain a prospectus other than clicking through the
consent to electronic delivery. In the event investors do not consent
to electronic delivery, they will need a means to obtain a copy of the
prospectus.
Response: The initial email has been revised to clearly describe how
investors may obtain a prospectus. Furthermore, as noted above, paper
copies of all documents have been and will be sent to Citigroup's
clients.
5. Comment: In the sixth paragraph of the email (beginning "the
distribution of materials relating to the offering"), it appears that
i-Deal may be attempting to shift the burden to investors to ensure
compliance with local law. Supplementally, please tell us the purpose
of this paragraph and why i-Deal believes this potential disclaimer is
appropriate disclosure.
Response: The email has been revised to delete the disclaimer regarding
compliance with local law.
* * *
Ms. Karen J. Garnett
December 7, 2004
Page 4
If you have any questions or require any further information concerning
these responses, please call the undersigned at (704) 378-4718 or Stephen D.
Leasure at (704) 378-4737.
Very truly yours,
/s/ Andrew A. Gerber
Andrew A. Gerber
cc: James A. Calder (Great Wolf Resorts, Inc.)
J. Michael Schroeder (Great Wolf Resorts, Inc.)
David C. Wright (Hunton & Williams LLP)
Alan J. Prince (King & Spalding LLP)
L. Neal Wheeler (King & Spalding LLP)
EXHIBIT A
TEXT OF I-DEAL EMAIL (AS REVISED)
This email is being sent by direction of Citigroup Global Markets Inc.
("Citigroup") to provide you with the access to the i-Deal Prospectus delivery
service facilitating electronic delivery of the equity offering preliminary
prospectus dated November 26, 2004 (the "Preliminary Prospectus") and/or any
amendments of or supplements to the Preliminary Prospectus that are otherwise
recirculated via paper recirculation to Citigroup's institutional clients prior
to the final prospectus information becoming available (collectively, the
"Preliminary Offering Materials"). A final prospectus and confirmation will be
sent to you only in paper format. The link in this email will allow you to
electronically access the Preliminary Offering Materials identified below for
Citigroup's current equity offering for Great Wolf Resorts, Inc. This is a
registered public offering under the U.S. securities laws.
If you do NOT wish to receive equity offering Preliminary Offering Materials
from Citigroup via this electronic delivery platform, please let us know by
replying to this e-mail and indicating that you wish to be removed from this
e-mail list. If you do not access the documents referred to below, a paper copy
of such documents will be mailed promptly to you with no further action on your
part.
---------------
To complete electronic delivery of the Preliminary Offering Material as
described more fully above, please review the disclaimers below and click on the
personalized link that will take you to a PDF version of the materials
identified below for this offering. Clicking on this link will indicate that you
have agreed to the disclaimers in this email and consent to electronic delivery
of the following document: PRELIMINARY PROSPECTUS DATED NOVEMBER 26, 2004. Your
consent is applicable only to the receipt of the foregoing document(s).
If you are having any trouble downloading this document, please call the i-Deal
Prospectus help desk at (212)-849-5024 for technical assistance.
* * *
A registration statement relating to these securities has been filed with the
Securities and Exchange Commission but has not yet become effective. These
securities may not be sold nor may offers to buy be accepted prior to the time
the registration statement becomes effective. This communication shall not
constitute an offer to sell or the solicitation of an offer to buy nor shall
there be any sale of these securities in any state or jurisdiction in which such
offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or jurisdiction.
THIS ANNOUNCEMENT IS NOT TO BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND
IS NOT TO BE REPRODUCED IN ANY MANNER WHATSOEVER. ANY FURTHER FORWARDING,
DISTRIBUTION OR REPRODUCTION OF THIS
ANNOUNCEMENT IN WHOLE OR IN PART IS UNAUTHORIZED. FAILURE TO COMPLY WITH THIS
DIRECTIVE MAY RESULT IN A VIOLATION OF THE UNITED STATES SECURITIES ACT OF 1933,
AS AMENDED.
CONSENT TO ELECTRONIC DELIVERY OF OFFERING DOCUMENTS (Does not waive your
ability to receive traditional hard-copy delivery of the final prospectus).
By clicking on the link below, you are agreeing to the disclaimers above and are
consenting to delivery to you of the PRELIMINARY PROSPECTUS DATED NOVEMBER 26,
2004 for the offered securities of Great Wolf Resorts, Inc. by means of
electronic delivery by, or on behalf of, Citigroup via posting to this website
where you can access and print such documents in lieu of a delivery of a
physical copy of the prospectus materials.
If you accept electronic delivery of these materials through this platform,
Citigroup, through this service, will notify you by e-mail of the posting of any
amendment of or supplement to the Preliminary Offering Materials for this
offering. At that time, you will be asked again to provide your consent to the
electronic delivery of the relevant document.
You will need Adobe Acrobat Reader version 4.0 or higher in order to view the
offering documents, any amended offering documents posted on this website. You
will also need browser software, such as Internet Explorer version 5.0 or higher
or Netscape Navigator version 4.7 or higher, to view the documents. There may be
some external costs associated with electronic delivery (for example, your
internet delivery service may charge you for time spent online, which you should
review with your internet provider).
A paper copy version of the Preliminary Offering Materials referred to above may
be obtained by calling your Citigroup Global Markets Inc. financial consultant
or sales representative.
You may call for free technical assistance relating to the use of this service
for accessing these Preliminary Offering Materials for Great Wolf Resorts, Inc.
at the i-Deal Prospectus help desk at (212) 849-5024.
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You have received a document delivery from Citigroup (Equity). Please pick up
your PRELIMINARY PROSPECTUS DATED NOVEMBER 26, 2004 by December __, 2004 at the
following Web address:
http://delivery.i-dealprospectus.com/?id=%3a956%40%2f%3e5%3c58
Click on the above Internet address or copy and paste the Internet address into
your browser.
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EXHIBIT B
[DESCRIPTION]
[IMAGE OF WEBPAGE NOTING AN AMENDMENT TO THE SAMPLE
PROSPECTUS AND PROVIDING LINK TO SAMPLE AMENDED PROSPECTUS
AND ORIGINAL SAMPLE PROSPECTUS]