[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: 17CFR229.914]

[Page 439-440]
 
              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. 229.914  (Item 914) Pro forma financial statements: selected financial data.

    (a) In addition to the information required by Item 301 of 
Regulation S-K, Selected Financial Data (Sec. 229.301), and Item 302 of 
Regulation S-K, Supplementary Financial Information (Sec. 229.302), for 
each partnership proposed to be included in a roll-up transaction 
provide: Ratio of earnings to fixed charges, cash and cash equivalents, 
total assets at book value, total assets at the value assigned for 
purposes of the roll-up transaction (if applicable), total liabilities, 
general and limited partners' equity, net increase (decrease) in cash 
and cash equivalents, net cash provided by operating activities, 
distributions; and per unit data for net income (loss), book value, 
value assigned for purposes of the roll-up transaction (if applicable), 
and distributions (separately identifying distributions that represent a 
return of capital). This information should be provided for the same 
period(s) for which Selected Financial Data and Supplementary Financial 
Information are required to be provided. Additional or other information 
should be provided if material to an understanding of each partnership 
proposed to be included in a roll-up transaction.
    (b) Provide pro forma financial information (including oil and gas 
reserves and cash flow disclosure, if appropriate), assuming:
    (1) All partnerships participate in the roll-up transaction; and
    (2) Participation in a roll-up transaction of those partnerships 
that on a combined basis have the lowest combined net cash provided by 
operating activities for the last fiscal year of such partnerships, 
provided participation by such partnerships satisfies all conditions to 
consummation of the roll-up transaction. If the combination of all 
partnerships proposed to be included in a roll-up transaction results in 
such lowest combined net cash provided by operating activities, this 
shall be noted and no separate pro forma financial statements are 
required.
    (c) The pro forma financial statements required by paragraph (b) of 
this Item (Sec. 229.914) shall disclose the effect of the roll-up 
transaction on the successor's:
    (1) Balance sheet as of the later of the end of the most recent 
fiscal year or the latest interim period;

[[Page 440]]

    (2) Statement of income (with separate line items to reflect income 
(loss) excluding and including the roll-up expenses and payments), 
earnings per share amounts, and ratio of earnings to fixed charges for 
the most recent fiscal year and the latest interim period;
    (3) Statement of cash flows for the most recent fiscal year and the 
latest interim period; and
    (4) Book value per share as of the later of the end of the most 
recent fiscal year or the latest interim period.
Instructions to Item 914. (1) Notwithstanding the provisions of this 
Item (Sec. 229.914), any or all of the information required by 
paragraphs (b) and (c) of this Item (Sec. 229.914) that is not material 
for the exercise of prudent judgment in regard to the matter to be acted 
upon, may be omitted.
    (2) If the roll-up transaction is structured to permit participation 
by portions of partnerships, consideration should be given to the effect 
of such participation in preparing the pro forma financial statements 
reflecting a partial roll-up.