HUNTON & WILLIAMS LLP
BANK OF AMERICA PLAZA
SUITE 3500
101 SOUTH TRYON STREET
CHARLOTTE, NORTH CAROLINA 28280
TEL 704-378-4700
FAX 704-378-4890
ANDREW A. GERBER
DIRECT DIAL: 704-378-4718
EMAIL: agerber@hunton.com
File No: 64056.000004
December 9, 2004
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.
REGISTRATION STATEMENT ON FORM S-1 (FILE NO. 333-118148)
Dear Ms. Garnett:
This letter sets forth the response of Citigroup Global Markets Inc.
("Citigroup") to the verbal comment of the staff of the Securities and Exchange
Commission (the "Staff") with regard to the above-referenced Registration
Statement. The Staff's comment was provided verbally to the undersigned during a
conversation on December 8, 2004.
i-Deal Email submission
1. Comment: Please revise the email to provide specific contact information,
including an address and telephone number, that investors may contact to
obtain a paper copy of the prospectus.
Response: The email has been revised to provide a specific contact
information that investors may use to obtain a paper copy of the
prospectus. The text of the revised email to i-Deal participants is
attached as EXHIBIT A hereto (Word version and screenshot). In addition,
we have supplementally provided a marked copy of the revised email
reflecting changes from the email provided to the Staff by letter dated
December 7, 2004.
* * *
Ms. Karen J. Garnett
December 9, 2004
Page 2
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 personal Citigroup Global Markets Inc. financial
consultant or sales representative or by writing or calling Citigroup Global
Markets Inc., Brooklyn Army Terminal, 140 58th Street, 8th floor, Brooklyn, NY
11220 (tel: 718-765-6732).
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 A
[DESCRIPTION]
[SCREENSHOT OF I-DEAL EMAIL]