[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: 17CFR229.912]

[Page 438-439]
 
              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. 229.912  (Item 912) Source and amount of funds and transactional expenses.

    (a) State the source and total amount of funds or other 
consideration to be used in the roll-up transaction.
    (b)(1) Furnish a reasonably itemized statement of all expenses 
incurred or estimated to be incurred in connection with the roll-up 
transaction including, but not limited to, filing fees, legal, financial 
advisory, accounting and appraisal fees, solicitation expenses and 
printing costs. Identify the persons responsible for paying any or all 
of such expenses.
    (2) State whether or not any partnership subject to the roll-up 
transaction will be, directly or indirectly, responsible for any or all 
of the expenses of the transaction. If any partnership will be so 
responsible, state the amount to be provided by each partnership and the 
sources of capital to finance such amount.
    (c) If all or any part of the consideration to be used by the 
sponsor or successor in the roll-up transaction is expected to be, 
directly or indirectly, provided by any partnership, state the amount to 
be provided by each partnership and the sources of capital to finance 
such amount.
    (d) If all or any part of the funds or other consideration is, or is 
expected to be, directly or indirectly borrowed by

[[Page 439]]

the sponsor or successor for the purpose of the roll-up transaction:
    (1) Provide a summary of each such loan agreement containing the 
identity of the parties, the term, the collateral, the stated and 
effective interest rates, and other material terms or conditions; and
    (2) Briefly describe any plans or arrangements to finance or repay 
such borrowing, or, if no plans or arrangements have been made, make a 
statement to that effect.
    (e) If the source of all or any part of the funds to be used in the 
roll-up transaction is a loan made in the ordinary course of business by 
a bank as defined by section 3(a)(6) of the Exchange Act and section 
13(d) or 14(d) is applicable to such transaction, the name of such bank 
shall not be made available to the public if the person filing the 
statement so requests in writing and files such request, naming such 
bank, with the Secretary of the Commission.