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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, DC 20549
 FORM 10-K/A
 Amendment No. 1
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2007
 or
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
 For the transition period from           to
 Commission file number 001-32649
 COGDELL SPENCER INC.
 Exact name of registrant as specified in its charter
 Maryland
    
    20-3126457(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)4401 Barclay Downs Drive, Suite 300
    
    28209Charlotte, North Carolina
    
    (Zip code)(Address of principal executive offices)
 Registrants telephone number, including area code:
(704) 940-2900
 Securities registered pursuant to Section 12(b) of the Act:
 Title of Each Class
    
    Name of Each Exchange on Which RegisteredCommon Stock, $0.01 par value
    
    New York Stock Exchange, Inc.
 Securities registered pursuant to Section 12(g) of the Act:
None
 o þ
 o þ
 þ o
 o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 o þ
   DOCUMENTS INCORPORATED BY REFERENCE:




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##### 



EXPLANATION FOR AMENDMENT
    TABLE OF CONTENTS
 PagePART IIIItem 10. Directors, Executive Officers, and Corporate Governance
    
    
    2Item 11. Executive Compensation
    
    
    8Item 12. Security Ownership of Certain Beneficial Owners and Management and Related
Shareholder Matters
    
    
    19Item 13. Certain Relationships and Related Transactions
    
    
    21Item 14. Principal Accounting Fees and Services
    
    
    22PART IVItem 15. Exhibits, Financial Statements Schedules
    
    
    25EX-31.1: CERTIFICATIONEX-31.2: CERTIFICATIONEX-32.1: CERTIFICATIONS




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PART III
 
 Item 10. Directors, Executive Officers, and Corporate Governance
  Name
    
    Age
    
    TitleJames W. Cogdell
    
    
    66
    
    
    ChairmanFrank C. Spencer
    
    
    47
    
    
    Chief Executive Officer, President and DirectorJohn R. Georgius(1)(2)
    
    
    63
    
    
    DirectorRichard B. Jennings
    
    
    65
    
    
    DirectorChristopher E. Lee(2)(3)
    
    
    59
    
    
    DirectorDavid J. Lubar(1)(3)
    
    
    53
    
    
    DirectorRichard C. Neugent(1)(3)
    
    
    64
    
    
    DirectorRandolph D. Smoak, M.D.(1)(2)
    
    
    74
    
    
    Director
 
 (1)
    
    Member of Audit Committee(2)
    
    Member of Compensation Committee(3)
    
    Member of Nominating and Corporate Governance Committee  James W. Cogdell, Chairman of the Board.
 Frank C. Spencer, Chief Executive Officer, President and Director. 40 under 40 Charlotte Business Journal Urban Land Magazine Institutional Real Estate Letter on Real Estate Finance.
 2




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John R. Georgius, Director.
 Richard B. Jennings, Director.
 Christopher E. Lee, Director. Strategic Advantage.
 Richard C. Neugent, Director. Greenville Magazines Nelson Mullins Business Person of the Year. Order of the Palmetto
 3




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Randolph D. Smoak, M.D., Director.
 David J. Lubar, Director
 Key Executive Officers
  Charles M. Handy, age 46, Chief Financial Officer, Senior Vice President and Secretary.
 4




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Heidi M. Wilson, age 55, Executive Vice President.
 Devereaux Gregg, age 50, Vice President  Development.
 Matthew Nurkin, age 37, Vice President  Acquisitions.
 Rex A. Noble, age 44, Vice President  Asset Management.
 Mary J. Surles, age 51, Vice President  Management.
 5




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Board Committees
  Audit Committee
  Code of Business Conduct and Ethics
  Section 16(a) Beneficial Ownership Reporting Compliance
  Stockholder Proposals and Nominations for the Board
  6




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7




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Item 11. Executive Compensation
 Compensation Discussion and Analysis
 Overview
  Compensation Philosophy and Objectives
   
    
    Provide compensation that attracts, retains, and motivates key executive officers to
lead our company effectively and continue our short and long-term profitability and growth;
    
    Link executive compensation and our financial and operating performance, by setting
executive compensation based on the attainment of certain objective and subjective company
and department performance goals; and
    
    Align the interests of our executive officers and stockholders by implementing and
maintaining compensation programs that provide for the acquisition and retention of
significant equity interests in us by executive officers.
   Setting Executive Compensation
   8




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What the Executive Compensation Plan is Designed to Reward
  
    
    Attracting, Motivation and Retaining Key Executives.We have been successful in
creating an experienced and highly effective team with long tenure and a deep commitment to
us.
    
    Linking Compensation to Performance.The Compensation Committee generally rewards the
achievement of specific annual, long-term and strategic goals of both our company and each
individual executive officer. The Compensation Committee measures performance of each
executive officer, by considering (1) our performance and the performance of each executive
officers department against financial measures established at the beginning of the year,
and (2) a subjective evaluation of each executive officer. The Compensation Committee
evaluates the performance of our Chairman of the Board and Chief Executive Officer without
utilizing any predetermined measures.
    
    Aligning the Interest of our Executive Officers with our Stockholders.Long-term
incentive compensation is designed to provide incentives for each executive officer to
successfully implement our long-term strategic goals and to retain such executive officer.
We have designed our annual and long-term incentive programs to award performance-based
equity to allow our executive officers to grow their ownership in our company and create a
further alignment with our stockholders.
 Measuring 2007 Performance
  Elements of our Executive Compensation Program and Why We Chose Each Element
  9




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
    
    Annual base salaries.Annual base salaries are paid for ongoing performance throughout
the year. In the case of each of our named executive officers, annual base salaries are
paid in accordance with the employment agreement between us and such executive officers.
Our base salaries of executive officers and annual incentive bonuses are designed to be
competitive with those of executive officers of other equity REITs and private real estate
companies, while also taking into account the executive officers performance. Together
with our Chief Executive Officers, the Compensation Committees annual review of an
executive officer includes a review of the performance of such executive officers
department and our overall performance. Increases to the annual salary are based on
recommendations of the Chief Executive Officer and are subject to approval by the
Compensation Committee based on the Chief Executive Officers review of salaries of
comparable executive officers in comparable companies. The Compensation Committees annual
review of our Chairman of the Board and Chief Executive Officer includes a review of our
overall performance. Pursuant to the employment agreements that we entered into with our
named executive officers, annual salary cannot be decreased beyond the amount set forth in
the executive officers employment agreement, as subsequently increased by our Board and
our general partner in their discretion as they deemed appropriate, if applicable. We
provide this element of compensation to compensate executive officers for services rendered
during the fiscal year.
    
    Annual Incentive Bonus.We have provided and expect to continue to provide for the
payment of equity and cash incentive bonuses based on our performance in relation to both
predetermined objectives and subjective individual executive performance. Annual incentive
bonuses are awarded based on the performance of each executive officer, other than our
Chairman of the Board and Chief Executive Officer, and our executive officers by
considering (1) our performance and the performance of each executives department against
financial measures established at the beginning of the year, and (2) a subjective
evaluation of such executive officer. Annual incentive bonuses are awarded to our Chairman
and Chief Executive Officer are based on an evaluation by the Compensation Committee of
such executive, at its discretion. The Compensation Committee has not historically utilized
predetermined measures in making its evaluation but is currently considering utilizing such
measures going forward. We provide this element of compensation because we believe that it
promotes loyalty, hard-work and focus, honesty and vision.
    
    Long-Term Incentives.Pursuant to our 2005 long-term stock incentive plan, we have
provided and expect to continue to provide long-term incentives through grants of stock
options, restricted stock, long-term incentive units (LTIP units), stock appreciation
rights, phantom shares, dividend equivalent rights and other equity-based awards, the exact
numbers of which vary, depending on the position and salary of the executive officer. These
equity based awards will be designed to link executive compensation to our long-term Common
Stock performance. The Compensation Committee has the full authority to administer and
interpret our 2005 long-term stock incentive plan, to authorize the granting of awards, to
determine the eligibility of employees, directors, executive officers, advisors,
consultants and other personnel, our subsidiaries, our affiliates and other persons
expected to provide significant services to us or our subsidiaries to receive an award, to
determine the number of shares of Common Stock to be covered by each award (subject to the
individual participant limitations provided in the 2005 long-term stock incentive plan), to
determine the terms, provisions and conditions of each award (which may not be inconsistent
with the terms of our 2005 long-term stock incentive plan), to prescribe the form of
instruments evidencing awards and to take any other actions and make all determinations
that it deems necessary or appropriate in connection with our 2005 long-term stock
incentive plan or the administration or interpretation thereof. In connection with this
authority, the Compensation Committee may establish performance goals that must be met in
order for awards to be granted or to vest, or for the restrictions on any such awards to
lapse. We
 10




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provide this element of compensation because we believe that it provides an incentive for
executive officers to remain with us and focus on the long-term growth in our stock price.
For more information on our 2005 long-term stock incentive plan, we refer you to our
Registration Statement on Form S-11 filed by us on October 26, 2005.
 Perquisites and Other Personal Benefits
  How Each Element and Our Decisions Regarding Each Element Fit Into Our Overall Compensation
Objectives and Affect Decisions Regarding Other Elements
  Other Matters
 Tax and Accounting Treatment.
  Other Policies
  11




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Executive Compensation
  Summary Compensation Table
 Changes inPension ValueandNonqualifiedNon-Equity
    
    DeferredStock
    
    
    
    
    
    Incentive Plan
    
    Compensation
    
    All OtherName and Principal Position
    
    Year
    
    Salary
    
    Bonus
    
    Awards(1)
    
    Option Awards
    
    Compensation
    
    Earnings
    
    Compensation(2)
    
    TotalJames W. Cogdell
    
    
    2007
    
    
    $
    442,080.00
    
    
    $
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    22,525.08
    
    
    $
    464,605.08Chariman
    
    
    2006
    
    
    $
    442,080.00
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    21,782.00
    
    
    $
    463,862.002005
    
    
    $
    432,013.00
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    17,703.00
    
    
    $
    449,716.002004
    
    
    $
    430,000.00
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    17,445.00
    
    
    $
    447,445.00Frank C. Spencer
    
    
    2007
    
    
    $
    442,080.00
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    25,932.04
    
    
    $
    468,012.04Chief Executive Officer
    
    
    2006
    
    
    $
    442,080.00
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    24,557.00
    
    
    $
    466,637.00and President
    
    
    2005
    
    
    $
    344,513.00
    
    
    $
    100,000.00
    
    
    $
    1,401,001.00
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    20,050.00
    
    
    $
    1,864,564.002004
    
    
    $
    325,000.00
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    20,874.00
    
    
    $
    335,874.00Charles M. Handy
    
    
    2007
    
    
    $
    234,840.00
    
    
    $
    109,797.00
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    27,719.04
    
    
    $
    372,356.04Chief Executive Officer,
    
    
    2006
    
    
    $
    234,840.00
    
    
    $
    92,762.00
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    26,579.00
    
    
    $
    354,181.00Senior Vice President
    
    
    2005
    
    
    $
    173,890.00
    
    
    $
    109,243.00
    
    
    $
    1,078,480.00
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    15,306.00
    
    
    $
    1,376,919.00and Secretary
    
    
    2004
    
    
    $
    159,450.00
    
    
    $
    52,436.00
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    13,457.00
    
    
    $
    225,343.00Heidi M. Wilson(3)
    
    
    2007
    
    
    $
    147,499.92
    
    
    $
    94,800.00
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    6,385.08
    
    
    $
    248,685.00Executive Vice President
 
 (1)
    
    Reflects the grant of LTIP units concurrently with the closing of our initial public
offering and vested immediately. Such LTIP units were not granted under our 2005 long-term
stock incentive plan. The value is based upon the initial public offering price of $17.00 and
is consistent with the cost recognized in accordance with SFAS 123R in our financial
statements.(2)
    
    All other compensation includes employer 401(k) match, health insurance premiums,
term life insurance premiums, disability insurance premiums and personal use of company-owned
vehicles. For more information on these amounts, see All Other Compensation below.(3)
    
    Heidi M. Wilsons employment with the company began on April 5, 2007.  All Other Compensation
 Health, LifeandDisability
    
    
    
    
    
    Personal UseEmployer
    
    Insurance
    
    Car
    
    of CompanyName
    
    Year
    
    401(k) Match
    
    Premiums
    
    Allowance
    
    Vehicle
    
    TotalJames W. Cogdell
    
    
    2007
    
    
    $
    9,000.00
    
    
    $
    3,853.08
    
    
    $
    
    
    
    $
    9,672.00
    
    
    $
    22,525.082006
    
    
    $
    8,800.00
    
    
    $
    3,593.00
    
    
    $
    
    
    
    $
    9,389.00
    
    
    $
    21,782.002005
    
    
    $
    8,400.00
    
    
    $
    3,595.00
    
    
    $
    
    
    
    $
    5,708.00
    
    
    $
    17,703.002004
    
    
    $
    8,200.00
    
    
    $
    3,620.00
    
    
    $
    
    
    
    $
    5,625.00
    
    
    $
    17,445.00Frank C. Spencer
    
    
    2007
    
    
    $
    9,000.00
    
    
    $
    7,814.04
    
    
    $
    
    
    
    $
    9,118.00
    
    
    $
    25,932.042006
    
    
    $
    8,800.00
    
    
    $
    7,257.00
    
    
    $
    
    
    
    $
    8,500.00
    
    
    $
    24,557.002005
    
    
    $
    8,400.00
    
    
    $
    6,906.00
    
    
    $
    
    
    
    $
    4,744.00
    
    
    $
    20,050.002004
    
    
    $
    8,200.00
    
    
    $
    6,982.00
    
    
    $
    
    
    
    $
    5,692.00
    
    
    $
    20,874.00Chares M. Handy
    
    
    2007
    
    
    $
    9,000.00
    
    
    $
    7,814.04
    
    
    $
    
    
    
    $
    10,905.00
    
    
    $
    27,719.042006
    
    
    $
    8,800.00
    
    
    $
    7,257.00
    
    
    $
    
    
    
    $
    10,522.00
    
    
    $
    26,579.002005
    
    
    $
    8,400.00
    
    
    $
    6,906.00
    
    
    $
    
    
    
    $
    
    
    
    $
    15,306.002004
    
    
    $
    6,475.00
    
    
    $
    6,982.00
    
    
    $
    
    
    
    $
    
    
    
    $
    13,457.00Heidi M. Wilson(1)
    
    
    2007
    
    
    $
    
    
    
    $
    1,070.82
    
    
    $
    5,314.26
    
    
    $
    
    
    
    $
    6,385.08
 12




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(1)
    
    Heidi M. Wilsons employment with the company began on April 5, 2007.   New Compensation Policies
  Agreements with Executive Officers
    13




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14




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
    
    annual base salary, bonus and other benefits accrued through the date of termination;
    
    a lump-sum cash payment equal to 1.99 multiplied by the sum of (1) the executive
officers then-current annual base salary and (2) the greater of (A) the average bonus paid
to the executive officer over the previous two years and (B) the maximum bonus payable to
the executive officer for the fiscal year in which the termination occurs;
    
    for three years after termination of employment, continuing coverage under the group
health plans the executive officer would have received under his employment agreement, as
would have applied in the absence of such termination; and
    
    full vesting of all outstanding equity-based awards held by the executive officer.
       15




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16




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Cost of Termination Under Employment Agreements
 Continued
    
    AcceleratedMedical and
    
    Vesting ofDental
    
    Unvested Equity
    
    Excise Tax
    
    Total Cost ofType of Termination/Name(1)
    
    Severance(2)
    
    Benefits(4)
    
    Compensation(5)
    
    Gross-Up(6)
    
    TerminationTermination For Cause/Resignation
without Good ReasonJames W. Cogdell
    
    $
    
    
    
    $
    
    
    
    100% forfeited
    
    
    n/a
    
    
    $
    Frank C. Spencer
    
    $
    
    
    
    $
    
    
    
    100% forfeited
    
    
    n/a
    
    
    $
    Chares M. Handy
    
    $
    
    
    
    $
    
    
    
    100% forfeited
    
    
    n/a
    
    
    $
    Heidi M. Wilson
    
    $
    
    
    
    $
    
    
    
    100% forfeited
    
    
    n/a
    
    
    $
    Termination Without Cause/Resignation
with Good Reason (without a change of
control)James W. Cogdell
    
    $
    1,621,819
    (3)
    
    $
    24,927
    
    
    $
    
    
    
    
    n/a
    
    
    $
    1,646,746Frank C. Spencer
    
    $
    1,321,819
    
    
    $
    24,927
    
    
    $
    
    
    
    
    n/a
    
    
    $
    1,346,746Chares M. Handy
    
    $
    1,053,257
    
    
    $
    24,927
    
    
    $
    
    
    
    
    n/a
    
    
    $
    1,078,184Heidi M. Wilson
    
    $
    897,000
    
    
    $
    24,927
    
    
    $
    
    
    
    
    n/a
    
    
    $
    921,927Change of ControlJames W. Cogdell
    
    $
    1,621,819
    (3)
    
    $
    24,927
    
    
    $
    
    
    
    $
    
    
    
    $
    1,646,746Frank C. Spencer
    
    $
    1,321,819
    
    
    $
    24,927
    
    
    $
    
    
    
    $
    
    
    
    $
    1,346,746Chares M. Handy
    
    $
    1,053,257
    
    
    $
    24,927
    
    
    $
    
    
    
    $
    298,975
    
    
    $
    1,377,159Heidi M. Wilson
    
    $
    897,000
    
    
    $
    24,927
    
    
    $
    
    
    
    $
    352,933
    
    
    $
    1,274,860Non-renewal of Employment AgreementJames W. Cogdell
    
    $
    1,621,819
    (3)
    
    $
    24,927
    
    
    $
    
    
    
    
    n/a
    
    
    $
    1,646,746Frank C. Spencer
    
    $
    1,321,819
    
    
    $
    24,927
    
    
    $
    
    
    
    
    n/a
    
    
    $
    1,346,746Chares M. Handy
    
    $
    352,260
    
    
    $
    24,927
    
    
    $
    
    
    
    
    n/a
    
    
    $
    377,187Heidi M. Wilson
    
    $
    300,000
    
    
    $
    24,927
    
    
    $
    
    
    
    
    n/a
    
    
    $
    324,927Death or DisabilityJames W. Cogdell
    
    $
    
    
    
    $
    24,927
    
    
    $
    
    
    
    
    n/a
    
    
    $
    24,927Frank C. Spencer
    
    $
    
    
    
    $
    24,927
    
    
    $
    
    
    
    
    n/a
    
    
    $
    24,927Chares M. Handy
    
    $
    
    
    
    $
    24,927
    
    
    $
    
    
    
    
    n/a
    
    
    $
    24,927Heidi M. Wilson
    
    $
    
    
    
    $
    24,927
    
    
    $
    
    
    
    
    n/a
    
    
    $
    24,927
 
 (1)
    
    In analyzing the golden parachute tax rules (assuming that such rules are
potentially applicable here), we have taken the position for purposes of completing the table
that, in connection with the post-termination non-competition covenants in the employment
agreements with each of the persons set forth in the table, excess parachute payments should
be reduced by an amount equal to one times certain annual compensation, which is the amount
payable by us to the executive if we determine to enforce such covenants.(2)
    
    All amounts reflect cash.(3)
    
    The amount includes the payment on behalf of Mr. Cogdell for office and secretarial
services pursuant to the terms of our employment agreement with Mr. Cogdell.(4)
    
    The cost of the medical and dental insurance is based on the average cost paid by us
for health insurance for a family with dependent children during 2007. The actual amount will
vary based on the cost of health insurance at the time of termination, whether the individual
is single or married and whether the individual has dependent children.(5)
    
    There was no unvested equity compensation at December 31, 2007.(6)
    
    Under the employment agreements for Messrs. Cogdell,
Spencer, Handy and Mrs. Wilson,
if any payments constitute excess parachute payments under Section 280G of the Internal
Revenue Code (the Code) such that the executive officer incurs an excise tax under Section
4999 of the Code, we will provide an excise tax gross-up payment in an amount such that the
executive officer would receive the same amount of severance had the excise tax not applied.
The cost of the excise tax gross-up is an estimate based on a number of assumptions including:
(i) Cogdell Spencer Inc. is subject to a change of control on December 31, 2007, (ii) all of
the named executive officers are terminated on December 31, 2007 without cause following that
change of control, and (iii) all the named executive officers receive cash incentive
compensation for 2007 using the target percentage for each executive officer. Gross-up
payments are being included for informational purposes only. We have not yet confirmed whether
gross-up payments would be required in the event of a termination of any or all of the persons
set forth in the table. There may be both factual and legal bases for concluding that
underlying golden parachute taxes, and therefore gross-up payments, should not be payable. Director Compensation
  17




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##### Table of Contents



Director Compensation
 Change inPension ValueandNonqualifiedFees Earned
    
    
    
    
    
    
    
    
    
    Non-Equity
    
    Deferred
    
    Allor Paid in
    
    Stock
    
    Option
    
    Incentive Plan
    
    Compensation
    
    OtherName
    
    Cash
    
    Awards
    
    Awards
    
    Compensation
    
    Earnings
    
    Comp.
    
    TotalJohn R. Georgius
    
    $
    48,500.00
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    48,500.00Richard B. Jennings
    
    $
    30,000.00
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    30,000.00Christopher E. Lee
    
    $
    36,500.00
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    36,500.00Richard C. Neugent
    
    $
    37,000.00
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    37,000.00Randolph D. Smoak
    
    $
    38,000.00
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    38,000.00
  Compensation Committee Report
    
 Compensation Committee Interlocks and Insider Participation
  18




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##### Table of Contents



Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
 Security Ownership of Certain Beneficial Owners and Management
  
    
    all shares the investor actually owns beneficially or of record;
    
    all shares over which the investor has or shares voting or dispositive control (such as
in the capacity as a general partner of an investment fund); and
    
    all shares the investor has the right to acquire within 60 days (such as upon exercise
of options that are currently vested or which are scheduled to vest within 60 days).
  Beneficial Owner
 Number ofShares and Units
    
    
    
    
    
    Percent of AllBeneficially
    
    Percent of All
    
    Shares andName of Beneficial Owner
    
    Owned(1)
    
    Shares(2)
    
    Units(3)Davis Advisers(4)
    
    
    1,997,378
    
    
    
    12.97
    %
    
    
    8.21
    %Deutsche Bank AG(5)
    
    
    1,783,300
    
    
    
    11.58
    %
    
    
    7.33
    %Security Capital Research & Management Inc.(6)
    
    
    921,000
    
    
    
    5.99
    %
    
    
    3.79
    %DirectorsJames W. Cogdell(7)
    
    
    2,251,203
    
    
    
    13.80
    %
    
    
    9.26
    %Frank C. Spencer(8)(9)
    
    
    483,726
    
    
    
    3.09
    %
    
    
    1.99
    %John R. Georgius(10)
    
    
    32,135
    
    
    
    *
    
    
    
    *Richard B. Jennings(11)
    
    
    18,825
    
    
    
    *
    
    
    
    *Christopher E. Lee(12)
    
    
    7,635
    
    
    
    *
    
    
    
    *Richard C. Neugent(13)
    
    
    7,635
    
    
    
    *
    
    
    
    *Randolph D. Smoak(14)
    
    
    11,482
    
    
    
    *
    
    
    
    *David J. Lubar(15)
    
    
    1,954,073
    
    
    
    11.26
    %
    
    
    8.03
    %Nondirector Named Executive OfficeChares M. Handy(16)
    
    
    88,904
    
    
    
    *
    
    
    
    *Heidi M. Wilson(17)
    
    
    11,321
    
    
    
    *
    
    
    
    *Directors and Executive Officers as a Group (10 persons)
    
    
    4,855,618
    
    
    
    25.68
    %
    
    
    19.97
    %
 
 (1)
    
    Beneficial ownership is determined in accordance with Rule 13d-3 of the Exchange
Act. A person is deemed to be the beneficial owner of any shares of Common Stock if that
person has or shares voting power or investment power with respect to those shares, or has the
right to acquire beneficial ownership at any time within 60 days of the date of the table. As
used herein, voting power is the power to vote or direct the voting of shares and
investment power is the power to dispose or direct the disposition of shares.(2)
    
    Assumes a total of 15,402,794 shares of our Common Stock are
outstanding as of March 31, 2008. In
addition, amounts listed for each individual assume that all units, including vested LTIP
units, beneficially owned by such individual are exchanged for shares of our Common Stock, and
amounts for all directors and officers as a group assume all vested LTIP units held by them
are exchanged for shares of our Common Stock, but none of the units held by other persons are
exchanged for shares of our Common Stock.(3)
    
    Assumes a total of 24,320,614 shares of our Common Stock and units in our operating
partnership (OP units), including vested LTIP units, are outstanding as of March 31, 2008,
which is comprised of 15,402,794 shares of Common Stock, 8,877,067 OP units which may be
exchanged for cash or, at our option, shares of our Common Stock, and 40,753 vested LTIP
units.(4)
    
    Information is based on a Schedule 13G filed with the SEC by Davis Selected
Advisers, L.P. Davis Selected Advisers, L.P. has sole voting power and sole dispositive power
over all of these shares. The address for Davis Selected Advisers, L.P. is 2949 East Elvira
Road, Suite 101, Tucson, Arizona 85706. 19




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##### Table of Contents



(5)
    
    Information is based on a Schedule 13G filed with the SEC by Deutsche Bank AG.
Deutsche Bank AG has sole voting power over 215,900 of these shares and sole dispositive power
over 1,783,300 of these shares. RREEF America, L.L.C., a subsidiary of Deutsche Bank AG and
the acquirer of the shares, has sole voting power over none of these shares and has sole
dispositive power over 1,567,400 of these shares. Deutsche Investment Management Americas, a
subsidiary of Deutsche Bank AG, has sole voting power over 215,900 of these shares and has
sole dispositive power over 215,900 of these shares. The address for Deutsche Bank AG is
Taunusanlage 12, D-60325 Frankfurt am Main, Federal Republic of Germany.(6)
    
    Information is based on a Schedule 13G/A filed with the SEC by Security Capital
Research & Management Inc. (SC-R&M). SC-R&M has sole voting power and sole dispositive power
over all of these shares. Nuveen Real Estate Income Fund (the Fund), a closed-end
management investment company under the Investment Company Act of 1940, as amended, has shared
voting power and shared dispositive power over 791,400 of these shares. SC-R&M serves as a
sub-advisor to the Fund. These shares were beneficially owned on behalf of other persons
known to have one or more of the following: the right to receive dividends for such shares,
the power to direct the receipt of dividends from such shares, the right to receive the
proceeds from the sale of such shares and the right to direct the receipt of proceeds from the
sale of such securities. The address for SC-R&M is 10 South Dearborn Street, Suite 1400,
Chicago IL 60603.(7)
    
    James W. Cogdell is the Chairman of our Board. This amount includes 1,345,203 shares
of Common Stock, 901,298 OP units and 4,702 fully vested LTIP units. Mr. Cogdell has pledged
approximately 1,000,000 shares of his Common Stock in connection with a personal line of
credit.(8)
    
    Frank C. Spencer is our Chief Executive Officer. This amount includes 237,328 shares
of Common Stock, 233,859 OP units and 12,539 fully vested LTIP units.(9)
    
    Frank C. Spencer is co-trustee of James W. Cogdells estate and would thus assume
voting power of the shares of Mr. Cogdells estate in the event of Mr. Cogdells death.(10)
    
    This amount includes 2,500 restricted shares of our Common stock and 3,135 fully vested LTIP units.(11)
    
    This amount includes 5,635 restricted shares of our Common stock.(12)
    
    This amount includes 2,500 restricted shares of our Common stock and 3,135 fully vested LTIP units.(13)
    
    This amount includes 5,635 restricted shares of our Common stock.(14)
    
    This amount includes 5,847 OP units, 2,500 restricted shares of our Common stock and 3,135 fully vested LTIP units.(15)
    
    David J. Lubar owns these OP units indirectly through Lubar Capital LLC. Mr. Lubar
is the President and Director of Lubar & Co. which is the manager of Lubar Capital LLC and
holds a pecuniary interest therein. Mr. Lubar disclaims beneficial ownership of the
securities except to the extent of his pecuniary interest therein.(16)
    
    Charles M. Handy is our Chief Financial Officer, Senior Vice President and
Secretary. This amount includes 1,600 shares of Common Stock, 79,467 OP units and 12,539 fully
vested LTIP units.(17)
    
    Heidi M. Wilson is our Executive Vice President. This amount includes 9,440 shares
of our Common Stock and 1,881 fully vested LTIP units. 20




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##### Table of Contents



Item 13. Certain Relationships, Related Transactions, and Director Independence
 Certain Relationships and Related Transactions
   
    
    the material facts relating to the common directorship or interest and as to the
transaction must be disclosed to our Board or a committee of our Board, and our Board or
committee must authorize, approve or ratify the transaction or contract by the affirmative
vote of a majority of disinterested directors, even if the disinterested directors
constitute less than a quorum;
    
    the material facts relating to the common directorship or interest and as to the
transaction must be disclosed to our stockholders entitled to vote thereon, and the
transaction must be authorized, approved or ratified by a majority of the votes cast by our
stockholders entitled to vote (other than the votes of shares owned of record or
beneficially by the interested director); or
    
    the transaction or contract is fair and reasonable to us at the time it is authorized,
ratified or approved.
  Director Independence
  21




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##### Table of Contents



Item 14. Principal Accountant Fees and Services
 Accounting Fees and Services
  Accounting Fees and Services
 Type of Fees
    
    2007
    
    2006
    
    2005Audit FeesAudit of our annual
financial
statements and
internal control
over financial
reporting and the
review of the
financial
statements included
in our Quarterly
Reports on Forms
10-Q
    
    $
    564,549
    
    
    $
    846,157
    
    
    $
    Comfort letters,
consents and
assistance with
documents filed
with the SEC
    
    
    128,231
    
    
    
    72,280
    
    
    
    Audits of the 2004,
2003, and 2002
combined financial
statements of our
predecessor,
including comfort
letter procedures
and issuance,
review of unaudited
stub period
financial
statements and
review of our
Registration
Statement on Form
S-11 and amendments
thereto
    
    
    
    
    
    
    
    
    
    
    1,786,000Audit of our and
our predecessors
financial
statements for the
fiscal year ended
December 31, 2005
and quarterly
review procedures
    
    $
    
    
    
    $
    
    
    
    $
    528,000Subtotal
    
    
    692,780
    
    
    
    918,437
    
    
    
    2,314,000Audit-Related FeesHistorical property
level financial
statement audits
required by the SEC
in accordance with
Rule 3-14 of
Regulation S-X
    
    
    
    
    
    
    58,876
    
    
    
    Tax FeesTax compliance
    
    
    336,378
    
    
    
    335,750
    
    
    
    Tax consultation
and tax planning
advice in
connection with
acquisitions,
entity structuring
and REIT compliance
    
    
    231,796
    
    
    
    113,002
    
    
    
    Tax compliance for
us and our
predecessor
entities for the
fiscal year ended
December 31,2005
    
    
    
    
    
    
    
    
    
    
    375,000Tax advice,
planning and
research in
connection with our
formation
transactions and
initial public
offering
    
    
    
    
    
    
    
    
    
    
    874,000Subtotal
    
    
    568,174
    
    
    
    448,752
    
    
    
    1,249,000All other fees
    
    
    
    
    
    
    
    
    
    
    Total
    
    $
    1,260,954
    
    
    $
    1,426,065
    
    
    $
    3,563,000
 Audit Committee Pre-Approval of Services by the Independent Auditor
  22




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23




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SIGNATURES
  COGDELL SPENCER INC.RegistrantDate:  April 29, 2008
    /s/ Frank C. SpencerFrank C. SpencerPresident and Chief Executive Officer
(Principal Executive Officer)Date:  April 29, 2008
    /s/ Charles M. HandyCharles M. HandySenior Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)  Date:  April 29, 2008
    /s/ James W. CogdellJames W. CogdellChairman of the Board of DirectorsDate:  April 29, 2008
    /s/ Frank C. SpencerFrank C. SpencerPresident, Chief Executive Officer and DirectorDate:  April 29, 2008
    /s/ John R. GeorgiusJohn R. GeorgiusDirectorDate:  April 29, 2008
    /s/ Christopher E. LeeChristopher E. LeeDirectorDate:  April 29, 2008
    /s/ Randolph D. Smoak, M.D.Randolph D. Smoak, M.D.DirectorDate:  April 29, 2008
    /s/ Richard C. NeugentRichard C. NeugentDirectorDate:  April 29, 2008
    /s/ Richard B. JenningsRichard B. JenningsDirectorDate:  April 29, 2008
    /s/ David J. LubarDavid J. LubarDirector 24




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##### Table of Contents



PART IV
 
 Item 15. Exhibits, Financial Statements Schedules
 
 
 (1)
    
    Filed herewith. 25