UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
GMH COMMUNITIES TRUST
------------------------
(Name of Issuer)
Common
------------------------
(Title of Class of Securities)
36188G102
--------------------------------------------------
(CUSIP Number)
Date of Event which Requires Filing of this Statement
December 31, 2005
--------------------
Check the appropriate box to designate the rule pursuant to which the Schedule
is filed:
[x] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in prior coverage.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of the Securities Exchange Act of 1934 ("Act") or
otherwise subject to the liabilities of that section of the Act but shall be
subject to all other provisions of the Act (however, see the Notes).
SEC 1745 (12-02)
Page 1
Page 2 of 7 Pages
Amendment No. 2 to Schedule 13G (continued)
CUSIP No. 36188G102
- -----------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Cohen & Steers, Inc. 14-1904657
- -----------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [x]
- -----------------------------------------------------------------------------
3 SEC USE ONLY
- -----------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
- -----------------------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER
SHARES 5,188,416
BENEFICIALLY -------------------------------------------------------------
OWNED BY 6 SHARED VOTING POWER
EACH 0
REPORTING -------------------------------------------------------------
PERSON 7 SOLE DISPOSITIVE POWER
WITH 5,457,816
-------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
0
- -----------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,457,816
- -----------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
- -----------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
13.8%
- -----------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
HC, CO
- -----------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT
Page 3 of 7 Pages
Amendment No. 2 to Schedule 13G (continued)
CUSIP No. 36188G102
- -----------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Cohen & Steers Capital Management, Inc. 13-3353336
- -----------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [x]
- -----------------------------------------------------------------------------
3 SEC USE ONLY
- -----------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
- -----------------------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER
SHARES 5,188,416
BENEFICIALLY -------------------------------------------------------------
OWNED BY 6 SHARED VOTING POWER
EACH 0
REPORTING -------------------------------------------------------------
PERSON 7 SOLE DISPOSITIVE POWER
WITH 5,457,816
-------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
0
- -----------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,457,816
- -----------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
- -----------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
13.8%
- -----------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
IA, CO
- -----------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT
Page 4 of 7 Pages
Amendment No. 2 to Schedule 13G (continued)
Item 1.
(a) Name of Issuer:
GMH COMMUNITIES TRUST
(b) Address of Issuer's Principal Executive Offices:
10 Campus Boulevard
Newtown Square, PA 19073
Item 2.
(a) Name of Persons Filing:
Cohen & Steers, Inc.
Cohen & Steers Capital Management, Inc.
(b) Address of Principal Business Office:
280 Park Avenue
10th Floor
New York, NY 10017
(c) Citizenship:
Cohen & Steers, Inc: Delaware Corporations
Cohen & Steers Capital Management, Inc: New York Corporation
(d) Title of Class Securities:
Commmon
(e) CUSIP Number:
36188G102
Item 3. If this statement is filed pursuant to Rule 13d-l(b), or
13d-2(b), check whether the person filing is a
(a) [ ] Broker or Dealer registered under Section 15 of the Act
(b) [ ] Bank as defined in Section 3(a)(6) of the Act
(c) [ ] Insurance Company as defined in section 3(a)(19) of
the Act
(d) [ ] Investment Company registered under Section 8 of the
Investment Company Act
(e) [x] An investment advisor in accordance with Section
240.13d-1(b)(1)(ii)(E)
(f) [ ] An employee benefit plan or endowment fund in accordance
with 240.13d-1(b)(1)(ii)(F)
(g) [x] A parent holding company or control person in accordance
with Section 240.13d-l(b)(1)(ii)(G)
(h) [ ] A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813)
(i) [ ] A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the
Investment Company Act of 1940 (15U.S.C. 80a-3)
(j) [ ] Group, in accordance with Section 240.13d-1(b)(l)(ii)(J)
Page 5 of 7 Pages
Item 4. OWNERSHIP:
(a) Amount Beneficially Owned as of December 31, 2005:
See row 9 on cover sheet
(b) Percent of Class:
See row 11 on cover sheet
(c) Number of shares as to which such person has:
(i) sole power to vote or direct the vote:
See row 5 on cover sheet
(ii) shared power to vote or direct the vote:
See row 6 on cover sheet
(iii) sole power to dispose or to direct
the disposition of:
See row 7 on cover sheet
(iv) shared power to dispose or direct
the disposition of:
See row 8 on cover sheet
Item 5. OWNERSHIP OF 5% OR LESS OF A CLASS
N/A
Item 6. OWNERSHIP OF MORE THAN 5% ON BEHALF OF ANOTHER PERSON
N/A
Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT
HOLDING COMPANY
Cohen & Steers, Inc holds a 100% interest in Cohen & Steers Capital
Management, Inc., an investment advisor registerd under Section 203
of the Investment Advisers Act. .
Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
Cohen & Steers, Inc holds a 100% interest in Cohen & Steers Capital
Management, Inc., an investment advisor registerd under Section 203
of the Investment Advisers Act.
Item 9 NOTICE OF DISSOLUTION OF GROUP:
Not Applicable
Page 6 of 7 Pages
Item 10 Certification
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired and are held in the ordinary
course of business and were not acquired and are not held for the purpose of or
with the effect of changing or influencing the control of the issuer of the
securities and were not acquired in connection with or as a participant in any
transaction having that purpose or effect.
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: February 10, 2006
/s/Robert Steers
---------------------------------------------------
Signature
Robert H. Steers, Co-Chairman and Co Chief Executive Officer
Cohen & Steers, Inc.
Cohen & Steers Capital Management, Inc.
---------------------------------------------------
Name and Title
Page 7 of 7 Pages
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange
Act of 1934, as amended, the undersigned hereby agree to the joint filing with
all other Reporting Persons (as such term is defined in the Schedule 13G
referred to below) on behalf of each of them of a Statement on Schedule 13G
including amendments thereto) with respect to the common shares of GMH
COMMUNITIES TRUST, and that this Agreement may be included as an Exhibit to such
joint filing. This Agreement may be executed in any number of counterparts, all
of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of
February 10, 2006.
COHEN & STEERS, INC.
/s/Robert Steers
By:-----------------------------------------
Name: Robert H. Steers
Title: Co-Chariman and Co-Chief
Executive Officer
COHEN & STEERS CAPITAL MANAGEMENT, INC.
/s/Robert Steers
By:----------------------------------------
Name: Robert H. Steers
Title: Co-Chairman and Co-Chief
Executive Officer