[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: 17CFR229.906]

[Page 447]
 
              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. 229.906  (Item 906) Allocation of roll-up consideration.

    (a) Describe in reasonable detail the method used to allocate 
interests in the successor to investors in the partnerships and the 
reasons why such method was used.
    (b) Provide a table showing the calculation of the valuation of each 
partnership and the allocation of interests in the successor to 
investors. Such table shall include for each partnership the following 
information (or other information of a comparable character necessary to 
an understanding of the calculation and allocation):
    (1) The value assigned to each significant category of assets of the 
partnership and the total value assigned to the partnership;
    (2) The total value assigned to all partnerships;
    (3) The aggregate amount of interests in the successor to be 
allocated to each partnership and the percentage of the total amount of 
all such interests represented thereby; and
    (4) The amount of interests of the successor to be issued to 
investors per interest held in each partnership (on an equivalent 
interest basis, such as per $1,000 invested).
    (c) If interests in the successor will be allocated to the general 
partner in exchange for its general partner interest or otherwise or if 
the general partner will receive other consideration in connection with 
the roll-up transaction:
    (1) Describe in reasonable detail the method used to allocate 
interests in the successor to the general partner or to determine the 
amount of consideration payable to the general partner and the reasons 
such method(s) was used; and
    (2) Identify the consideration paid by the general partner for 
interests in the partnerships that will be exchanged in the roll-up 
transaction.