-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, N3AAf7/uSDTBLMUgt56tMAHd9mPFbPjTqYU2Af2YKXBBrrpAOJgW203Qkn3h7rjv zq9ld7ulhjPbDpUwmb05pw== 0001209191-08-039328.txt : 20080630 0001209191-08-039328.hdr.sgml : 20080630 20080630121403 ACCESSION NUMBER: 0001209191-08-039328 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080310 FILED AS OF DATE: 20080630 DATE AS OF CHANGE: 20080630 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Cogdell Spencer Inc. CENTRAL INDEX KEY: 0001332896 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 000000000 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 4401 BARCLAY DOWNS DRIVE, SUITE 300 CITY: CHARLOTTE STATE: NC ZIP: 28209-4670 BUSINESS PHONE: 704-940-2900 MAIL ADDRESS: STREET 1: 4401 BARCLAY DOWNS DRIVE, SUITE 300 CITY: CHARLOTTE STATE: NC ZIP: 28209-4670 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Ransom Scott CENTRAL INDEX KEY: 0001429631 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32649 FILM NUMBER: 08924666 BUSINESS ADDRESS: BUSINESS PHONE: 704-940-2900 MAIL ADDRESS: STREET 1: C/O COGDELL SPENCER INC. STREET 2: 4401 BARCLAY DOWNS DRIVE, SUITE 300 CITY: CHARLOTTE STATE: NC ZIP: 28209 3 1 y51642_sr3.xml MAIN DOCUMENT DESCRIPTION X0203 3 2008-03-10 0 0001332896 Cogdell Spencer Inc. CSA 0001429631 Ransom Scott C/O COGDELL SPENCER INC. 4401 BARCLAY DOWNS DRIVE SUITE 300 CHARLOTTE NC 28209 1 1 0 0 President and CEO of MEA Partnership Units Common Stock 246486 D Limited partnership units in Cogdell Spencer LP, a Delaware limited partnership, of which the Issuer is the general partner through a wholly owned Maryland business trust subsidiary. Limited partnership units are redeemable 12 months from the initial public offering of the Issuer for a cash amount equal to the value of limited partnership units. In the Issuer's sole and absolute discretion, the Issuer may elect to acquire some or all of the tendered limited partnership units from the tendering party in exchange for shares of the Issuer's common stock, based on an exchange ratio of one common stock for one limited partnership unit. N/A /s/ Scott Ransom 2008-06-25 EX-24 2 y51642_ex24.txt POWER OF ATTORNEY POWER OF ATTORNEY FOR SEC FILINGS ON FORMS ID, 3, 4, 5 AND 144 IN RESPECT OF SECURITIES OF COGDELL SPENCER INC. The undersigned hereby constitutes and appoints Frank C. Spencer, Charles M. Handy, Vanessa Vazquez and Jacob Farquharson, or any one of them acting alone, as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him in his name and stead in any and all capacities, to sign and file for and on his behalf, in respect of any acquisition, disposition or other change in ownership of any shares of common stock of Cogdell Spencer Inc. (the "Company"), the following: (i) any Form ID to be filed with the Securities and Exchange Commission; (ii) any Initial Statement of Beneficial Ownership of Securities on Form 3 to be filed with the Securities and Exchange Commission; (iii) any Statement of Changes of Beneficial Ownership of Securities on Form 4 to be filed with the Securities and Exchange Commission; (iv) any Annual Statement of Beneficial Ownership of Securities on Form 5 to be filed with the Securities and Exchange Commission; (v) any Notice of Proposed Sale of Securities on Form 144 to be filed with the Securities and Exchange Commission; and (vi) any and all agreements, certificates, receipts, or other documents in connection therewith. The undersigned hereby gives full power and authority to the attorney-in-fact to: (i) seek and obtain as the undersigned's representative and on the undersigned's behalf, information on transactions in the Company's securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release such information to the undersigned and approves and ratifies any such release of information. The undersigned hereby grants unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifies and confirms all that any such attorney-in-fact and agent or substitute may do or cause to be done by virtue hereof. The undersigned acknowledges that: (i) neither the Company nor such attorney-in-fact assumes (i) any liability for the undersigned's responsibility to comply with the requirement of the Exchange Act, (ii) any liability of the undersigned for any failure to comply with such requirements, or (iii) any obligation or liability of the undersigned for profit disgorgement under Section 16(b) of the Exchange Act; and (ii) this Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned's obligations under the Exchange Act, including without limitation the reporting requirements under Section 16 of the Exchange Act. This Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to such attorney-in-fact. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney. Date: June 25, 2008 /s/ Scott Ransom ------------------ ------------------------- Name -----END PRIVACY-ENHANCED MESSAGE-----