[Code of Federal Regulations]
[Title 17, Volume 2]
[Revised as of April 1, 2002]
From the U.S. Government Printing Office via GPO Access
[CITE: 17CFR229.903]

[Page 444-445]
 
              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. 229.903  (Item 903) Summary.

    (a) Provide in the forepart of the disclosure document a clear, 
concise and comprehensible summary of the roll-up transaction.
    (b) The summary required by paragraph (a) of this Item 
(Sec. 229.903) shall include a summary description of each of the 
following items, as well as any other material terms or consequences of 
the roll-up transaction necessary to an understanding of such 
transaction:
    (1) Each material risk and effect on investors, including, but not 
limited to:
    (i) Changes in the business plan, voting rights, cash distribution 
policies, form of ownership interest or management compensation;
    (ii) The general partner's conflicts of interest in connection with 
the roll-up transaction and in connection with the successor's future 
operations; and
    (iii) The likelihood that securities received by investors in the 
roll-up transaction will trade at prices substantially below the value 
assigned to such securities in the roll-up transaction and/or the value 
of the successor's assets;
    (2) The material terms of the roll-up transaction, including the 
valuation method used to allocate securities in the successor to 
investors in the partnerships;

[[Page 445]]

    (3) Whether the general partner reasonably believes that the roll-up 
transaction is fair or unfair to investors in each partnership, 
including a brief discussion of the bases for such belief;
    (4) Any opinion from an outside party concerning the fairness of the 
roll-up transaction, including whether the opinion addresses the 
fairness of all possible combinations of partnerships or portions of 
partnerships, and contacts with any outside party concerning fairness 
opinions, valuations or reports in connection with the roll-up 
transaction required to be disclosed pursuant to Item 911(a)(5) of this 
subpart (Sec. 229.911(a)(5));
    (5) The background of and reasons for the roll-up transaction, as 
well as alternatives to the roll-up transaction described in response to 
Item 908(b) of this subpart (Sec. 229.908(b));
    (6) Rights of investors to exercise dissenters' or appraisal rights 
or similar rights and to obtain a list of investors in the partnership 
in which the investor holds an interest; and
    (7) If any affiliates of the general partner or the sponsor may 
participate in the business of the successor or receive compensation 
from the successor, an organizational chart showing the relationships 
between the general partner, the sponsor and their affiliates.

Instruction to Item 903. The description of the material risks and 
effects of the roll-up transaction required by paragraph (b)(1) of this 
Item (Sec. 229.903) must be presented prominently in the forepart of the 
summary.