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March 23, 2012
16:34 EDTCSACogdell Spencer requests withdrawal of registration statement
Pursuant to Rule 477 promulgated under the Securities Act of 1933, Cogdell Spencer hereby requests that the U.S. SEC consent to the withdrawal of its Registration Statement on Form S-3 (File No. 333-175316) as filed with the Commission on July 1, 2011, together with all exhibits thereto. The Registration Statement was originally filed to register shares of the company’s common stock for resale by selling stockholders. The Registration Statement was never declared effective by the Commission, and no securities have been or will be distributed, issued or sold pursuant to the Registration Statement or the prospectus contained therein. The company was not required to file the Registration Statement as the Resale Securities continue to be registered on the company’s Registration Statement on Form S-3 (File No. 333-151496) and on the company’s Registration Statement on Form S-3 (File No. 333-139706), pursuant to Rule 415(a)(1)(i) of the Securities Act of 1933, as amended. Accordingly, the company has determined that it is consistent with the public interest and the protection of investors to withdraw the Registration Statement at this time.
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