[Code of Federal Regulations]
[Title 17, Volume 2]
[Revised as of April 1, 2001]
From the U.S. Government Printing Office via GPO Access
[CITE: 17CFR229.905]

[Page 432-433]
 
              TITLE 17--COMMODITY AND SECURITIES EXCHANGES
 
             CHAPTER II--SECURITIES AND EXCHANGE COMMISSION
 
 PART 229--STANDARD INSTRUCTIONS FOR FILING FORMS UNDER SECURITIES ACT OF 1933, SECURITIES EXCHANGE ACT OF 1934 AND ENERGY POLICY AND CONSERVATION ACT OF 1975--REGULATION S-K--Table of Contents
 
                  Subpart 229.900--Roll-Up Transactions
 
Sec. 229.905  (Item 905) comparative information.

    (a)(1) Describe the voting and other rights of investors in the 
successor under the successor's governing instruments and under 
applicable law. Compare such rights to the voting and other rights of 
investors in each partnership subject to the transaction under the 
partnerships' governing instruments and under applicable law. Describe 
the effects of the change(s) in such rights.
    (2) Describe the duties owed by the general partner of the successor 
to investors in the successor under the successor's governing 
instruments and under applicable law. Compare such duties to the duties 
owed by the general partner of each partnership to investors in the 
partnership under the partnership's governing instruments and under 
applicable law. Describe the effects of the change(s) in such duties.
    (b)(1) Describe each item of compensation (including reimbursement 
of expenses) payable by the successor after the roll-up transaction to 
the general partner and its affiliates or to any affiliate of the 
successor. Compare such compensation to the compensation currently 
payable to the general partner and its affiliates by each partnership. 
Describe the effects of the change(s) in compensation arrangements.
    (2) Describe each instance in which cash or other distributions may 
be made by the successor to the general partner and its affiliates or to 
any affiliate of the successor. Compare such distributions to the 
distributions currently paid or payable to the general partner and its 
affiliates by each partnership. Describe the effects of the change(s) in 
distribution arrangements. If distributions similar to those currently 
paid or payable by any partnership to the general partner or its 
affiliates will not be made by the successor, state whether or not other 
compensation arrangements with the successor described in response to 
paragraph (b)(1) of this Item (Sec. 229.905) (e.g., incentive fees 
payable upon sale of a property) will, in effect, replace such 
distributions.
    (3) Provide a table demonstrating the changes in such compensation 
and distributions setting forth among other things:
    (i) The actual amounts of compensation and distributions, separately 
identified, paid by the partnerships on a combined basis to the general 
partner and its affiliates for the partnerships' last three fiscal years 
and most recently ended interim periods; and
    (ii) The amounts of compensation and distributions that would have 
been paid if the compensation and distributions structure to be in 
effect after the roll-up transaction had been in effect during such 
period.
    (4) If any proposed change(s) in the business or operations of the 
successor after the roll-up transaction would change materially the 
compensation

[[Page 433]]

and distributions that would have been paid by the successor from that 
shown in the table provided in response to paragraph (b)(3)(ii) of this 
Item (Sec. 229.905) (e.g., if properties will be sold or purchased after 
the roll-up transaction and no properties were sold or purchased during 
the period covered by the table), describe such changes and the effects 
thereof on the compensation and distributions to be paid by the 
successor.
    (5) Describe the material conflicts that may arise between the 
interests of the sponsor or general partner and the interests of 
investors in the successor as a result of the compensation and 
distribution arrangements described in response to paragraphs (b)(1) and 
(2) of this Item (Sec. 229.905) and describe any steps that will be 
taken to resolve any such conflicts.
    (c) Describe any provisions in the governing instruments of the 
successor and any policies of the general partner of the successor 
relating to distributions to investors of cash from operations, proceeds 
from the sale, financing or refinancing of assets, and any other 
distributions. Compare such provisions and policies to those of each of 
the partnerships. Describe the effects of any change(s) in such 
provisions or policies.
    (d)(1) Describe each material investment policy of the successor, 
including, without limitation, policies with respect to borrowings by 
the successor. Compare such investment policies to the investment 
policies of each of the partnerships. Describe the effects of any 
change(s) in such policies.
    (2) Describe any plans of the general partner, sponsor or of any 
person who will be an affiliate of the successor with respect to:
    (i) A sale of any material assets of the partnerships;
    (ii) A purchase of any material assets; and
    (iii) Borrowings.
    (3)(i) State whether or not specific assets have been identified for 
sale, financing, refinancing or purchase following the roll-up 
transaction.
    (ii) If specific assets have been so identified, describe the assets 
and the proposed transaction.
    (e) Describe any other similar terms or policies of the successor 
that are material to an investment in the successor. Compare any such 
terms or policies to those of each of the partnerships. Describe the 
effects of any change(s) in any such terms or policies.

Instructions to Item 905: (1) The information provided in response to 
this Item (Sec. 229.905) should be illustrated in tables or other 
readily understandable formats, which should be included together with 
the disclosures required by this Item.
    (2) The information required by this Item (Sec. 229.905) shall be 
set forth in appropriate separate sections of the principal disclosure 
document.