[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: 17CFR229.908]

[Page 434]
 
              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. 229.908  (Item 908) Reasons for and alternatives to the roll-up transaction.

    (a) Describe the reason(s) for the roll-up transaction.
    (b)(1) If the general partner or sponsor considered alternatives to 
the roll-up transaction being proposed, describe such alternative(s) and 
state the reason(s) for their rejection.
    (2) Whether or not described in response to paragraph (b)(1) of this 
Item (Sec. 229.908), describe in reasonable detail the potential 
alternative of continuation of the partnerships in accordance with their 
existing business plans, including the effects of such continuation and 
the material risks and benefits that likely would arise in connection 
therewith, and, if applicable, the general partner's reasons for not 
considering such alternative.
    (3) Whether or not described in response to paragraph (b)(1) of this 
Item (Sec. 229.908), describe in reasonable detail the potential 
alternative of liquidation of the partnerships, the procedures required 
to accomplish liquidation, the effects of liquidation, the material 
risks and benefits that likely would arise in connection with 
liquidation, and, if applicable, the general partner's reasons for not 
considering such alternative.
    (c) State the reasons for the structure of the roll-up transaction 
and for undertaking such transaction at this time.
    (d) State whether the general partner initiated the roll-up 
transaction and, if not, whether the general partner participated in the 
structuring of the transaction.
    (e) State whether the general partner recommends the roll-up 
transaction and briefly describe the reasons for such recommendation.

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