UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
June 6, 2005
Mr. Freddie Kotek
Atlas America Series 25-2004(A) L.P.
311 Rouser Road
Moon Township, Pennsylvania 15108
Re: Atlas America Series 25-2004 (A) L.P.
Atlas America Series 25-2004 (B) L.P.
Registration Statements on Forms 10
Filed April 29, 2005
File Nos. 0-51271 and 0-51272, respectively
Dear Mr. Kotek:
We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments. If you disagree, we will consider your
explanation
as to why our comment is inapplicable or a revision is
unnecessary.
Please be as detailed as necessary in your explanation. In some
of
our comments, we may ask you to provide us with information so we
may
better understand your disclosure. After reviewing this
information,
we may or may not raise additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We
look forward to working with you in these respects. We welcome
any
questions you may have about our comments or any other aspect of
our
review. Feel free to call us at the telephone numbers listed at
the
end of this letter.
General
1. Please be advised that both Form 10 registration statements
will
automatically become effective 60 days from the date of the first
filing. Upon effectiveness, you will become subject to the
reporting
requirements of the Securities Exchange Act of 1934. In the event
that it appears that you will not be able to respond by the 60th
day,
you may wish to consider withdrawing your registration statement
and
refiling when you have prepared a response to our comments.
2. Where comments in one section or documents also relate to
disclosure in another section or document, please make parallel
changes to all affected disclosure. This will eliminate the need
for
us to repeat similar comments.
3. We acknowledge receipt of your letter dated May 10, 2005. We
note
that you have not filed this letter as correspondence on EDGAR.
Please ensure that you file the May 10, 2005 letter and, unless
the
subject of a Rule 83 or confidential treatment request, all other
future written communications, as correspondence on EDGAR.
Item 1. Business
4. Please provide us with an organizational chart depicting the
Atlas
Resources, Inc. entities and affiliated entities with respective
unit
ownership delineated.
5. Please disclose the price at which each unit was originally
sold.
6. Revise to describe in greater detail the investment objectives
to
which you refer. For example, what is the likelihood that
investors
will receive the $2,500 distribution? Likewise, is the $22,500
deduction to which you refer guaranteed for each investor?
7. You note in the registration statement for Atlas America Series
25-
2004 (A) L.P. that UGI Energy Services, Inc. and Colonial Energy,
Inc.
accounted for 57% and 24%, respectively, of the company`s total
revenues in 2004. Did any other customer account for in excess of
10%
of your revenues? Please disclose.
8. Likewise, you note in the registration statement for Atlas
America
Series 25-2004 (B) L.P. that UGI Energy Services, Inc., First
Energy
Solutions Corporation, and American Energy Refining accounted for
35%,
18%, and 17%, respectively, of the company`s total revenues in
2004.
Did any other customer account for in excess of 10% of your
revenues?
Please disclose.
Risk Factors
9. Many of the subheadings merely state a fact about your business
without fully describing the risks associated with that fact. For
example, we note "Natural Gas And Oil Prices Are Volatile And
Uncertain," "Drilling Wells Is Highly Speculative," and "Estimates
of
Proved Reserves are Uncertain." Please revise each of your
subheadings to ensure that it discloses the specific risk or risks
that you are discussing in the text. Rather than stating that a
factor could "adversely affect" your business, the subheading
should
indicate what the adverse effects may be, such as reduced income
or
revenues or loss of customers.
10. Include a risk factor that addresses your limited operating
history.
Adverse Events in Marketing Our Natural Gas Could Reduce Our
Distributions
11. It appears that you have bundled a number of separate risks
under
this risk factor heading. Please separately discuss the risks
associated with competition, your limited number of customers and
the
credit risks associated with natural gas purchasers under
appropriate
risk factor headings. Where you discuss your substantial
dependence
on a limited number of customers, you must include the name of any
such customer that accounts for in excess of 10% of your revenues.
12. Consider including a risk factor discussing the company`s lack
of
employees and its reliance on the managing general partner for the
management of its operations. We note that the managing general
partner performs its management duties through its officers and
directors and that these individuals divide their time between the
company and affiliates of the company. Accordingly, discuss how
this
time allocation affects the company`s operations.
13. Please disclose how long you believe you can continue
operations
with the cash you currently have.
14. We note your statement that the company will borrow funds from
the
managing general partner if it incurs a shortfall in funding its
ongoing expenses. You state, however, that the managing general
partner is not contractually obligated to make any loans to the
company and that the company will not borrow from third parties.
Please discuss in a risk factor how this non-commitment by either
the
managing general partner or third parties to extend any loans to
the
company might affect the company`s operations.
Item 4. Security Ownership of Certain Beneficial Owners and
Management
15. The table in the registration statement for Atlas America
Series
25 -2004(B) appears to suggest that none of the identified
individuals
holds any of the partnership securities. Please confirm. We may
have
further comments.
Item 7. Certain Relationships and Related Transactions
16. Please include as exhibits all contracts and agreements giving
rise to the related party transactions discussed in this section.
Item 10. Recent Sales of Unregistered Securities
17. We note your letter of May 10, 2005. Please tell how many
potential investors were contacted and how you were able to do so
without conducting a general solicitation. We note that units
were
sold to 635 investors.
Engineering Comments
Risks Relating to Our Business
Estimates of Proved Reserves Are Uncertain
18. Proved reserves are those volumes that engineering and
geological
data support as being reasonably certain of being produced under
existing conditions. Although existing conditions such as prices
and
costs may change in the future, under current conditions, if you
are
not reasonably certain of recovering the estimates you state are
proved, they do not meet the definition of proved reserves as
found in
Rule 4-10(a) of Regulation S-X. Please reword this so as not to
imply
that you are uncertain of recovering your proved reserve estimates
under current conditions.
Properties
Drilling Activities
19. We note your disclosure in the registration statement for
Atlas
America Series 25-2004(B) L.P. that all of your wells were drilled
during 2004, except approximately 106.40 wells. However, the
table
indicates that you had 47 gross productive development wells and 4
gross dry development wells at year-end. Please clarify your
document
as to the number of wells owned.
Natural Gas and Oil Producing Activities
20. The bottom line of the reserve table contains a dollar
sign($).
As these columns are in units of MCF of natural gas and barrels of
oil
please remove the dollar sign.
21. Please include the Standardized Measure of Estimated Future
Net
Cash Flows calculation as prescribed by FASB 69.
Closing Information
As appropriate, please amend your filings and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response. You may wish to provide us with marked copies of
the
amendments to expedite our review. Please furnish a cover letter
with
your amendments that keys your responses to our comments and
provides
any requested information. Detailed cover letters greatly
facilitate
our review. Please understand that we may have additional
comments
after reviewing your amendments and responses to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision. Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have
made.
In connection with responding to our comments, please
provide, in
writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal
securities laws of the United States.
In addition, please be advised that the Division of Enforcement
has
access to all information you provide to the staff of the Division
of
Corporation Finance in our review of your filing or in response to
our
comments on your filing.
You may contact Barry Stem, Senior Assistant Chief Accountant
at
202-551-3763 if you have questions regarding comments on the
financial
statements and related matters. Please contact Carmen Moncada-
Terry
at 202-551-3687 or the undersigned at 202-551-3740 with any other
questions.
Sincerely,
H. Roger Schwall
Assistant Director
Atlas America Series 25-2004 (A) L.P.
Atlas America Series 25-2004 (B) L.P.
Forms 10
June 6, 2005
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