KUNZMAN & BOLLINGER, INC.
ATTORNEYS-AT-LAW
5100 N. BROOKLINE, SUITE 600
OKLAHOMA CITY, OKLAHOMA 73112
Telephone (405) 942-3501
Fax (405) 942-3527
May 10, 2005
FACSIMILE
(202) 942-9528
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Mr. H. Roger Schwall
Securities and Exchange Commission
450 Fifth Street N.W.
Washington, DC 20549
RE: Atlas America Series 25-2004(A) L.P. ("Series 25(A)") and
Atlas America Series 25-2004(B) L.P. ("Series 25(B)")
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Dear Mr. Schwall:
This letter is pursuant to our telephone conversation with Mr. Timothy
Levenberg on May 9, 2005. Series 25(A) and Series 25(B) are both start-up
limited partnerships which were formed to drill and operate natural gas and oil
wells. Atlas Resources, Inc. serves as the managing general partner of both
partnerships. On April 29, 2005, Series 25(A) and Series 25(B) each filed a Form
10 with the SEC pursuant to Section 12(g) of the Securities Exchange Act of
1934, to register their respective limited partnership interests (the "units").
Both Series 25(A) and Series 25(B) sold their respective units pursuant to the
exemption from registration under Section 5 of the Securities Act of 1933 (the
"Act") provided by Rule 506 of Regulation D. The units in each partnership were
offered pursuant to a private placement memorandum, which described both
partnerships. In addition, a separate supplement to the private placement
memorandum for each partnership was used for the primary purpose of identifying
wells which would be drilled by that partnership and not by the other
partnership. Units in Series 25(A) were offered and sold first. After the final
closing of the offering of units in Series 25(A), Series 25(B) began offering
units. A separate Form D was filed with the SEC and the states for each
partnership.
In our telephone conversation, Mr. Levenberg requested a written
response setting forth a brief synopsis of each partnership's compliance with
the provisions of Rules 501 and 502 of Regulation D. Our response to Mr.
Levenberg's request is set forth below.
(a) With respect to Rule 502(a) "Integration," the offering of the
partnerships' respective units as described above does not fall
within the six-month safe harbor from integration provided by Rule
502(a) of Regulation D. However, the private placement memorandum
disclosed to potential investors in a partnership that each
partnership is a separate business entity from the other
partnership, an investor would be a partner only in the
partnership in which he or she invested and the investor's
investment return would depend solely on the operations and
success or lack of success of the particular partnership in which
he or she invested. In addition, there was a separate supplement
to the private placement memorandum for each partnership which
specified 70% or more of the wells that the partnership intended
to drill, based on both that partnership's targeted maximum
KUNZMAN & BOLLINGER, INC.
Mr. H. Roger Schwall
Securities and Exchange Commission
May 10, 2005
Page 2
subscriptions and the actual amount of subscriptions received by
it at the time it closed the offering of its units. Also, the
wells which were proposed to be drilled by Series 25(A) in its
supplement to the private placement memorandum were different from
the wells which were proposed to be drilled by Series 25(B) in its
supplement to the private placement memorandum.
In addition, the units were sold only to:
o persons whom the managing general partner reasonably believed,
at the time of sale, to be accredited investors, as that term
is defined in Rule 501(a) of Regulation D; and
o in the case of Series 25(A) only, investors who met the
knowledge and experience requirements of Rule 506(b)(2)(ii) of
Regulation D with respect to non-accredited investors.
Series 25(A) was sold to "accredited investors" and 35
non-accredited investors. The purchaser count in Series 25(A) was
made in accordance with the provisions of Rule 501(e) of
Regulation D. Series 25(B) was sold only to accredited investors.
(b) With respect to Rule 502(b) "Information Requirements," as set
forth in subparagraph (a) of this letter, above, sales were made
in Series 25(A) to 35 non-accredited investors. Also, each
partnership, both of which were then non-reporting companies under
Section 13 or 15(d) of the Securities Exchange Act of 1934,
offered units for more than $7.5 million. Therefore, the financial
statements of each partnership and the partnership's managing
general partner which were included in the private placement
memorandum were the same as the financial statements which would
have been required to be included in a registration statement
filed on Form S-1. These financial statements consisted of the
following:
o an audit of Series 25(A);
o an audit of Series 25(B);
o full audited financial statements for the managing general
partner for its two most recent fiscal years; and
o full unaudited financial statements for the managing general
partner as of a date within four months of the date of the
private placement memorandum.
With respect to the non-financial information, the private
placement memorandum and the supplements included the same
information as would have been required by Part I of a
registration statement filed on Form S-1 if the offerings had been
registered with the SEC. Also:
KUNZMAN & BOLLINGER, INC.
Mr. H. Roger Schwall
Securities and Exchange Commission
May 10, 2005
Page 3
o the contents of exhibits to the private placement memorandum
were identified and made available to potential investors in
each partnership on request;
o the same information concerning the offering of units in each
partnership was provided to both accredited and non-accredited
investors;
o every potential investor in each partnership was given the
opportunity to ask questions and receive answers concerning
the terms and conditions of the offering of each partnership's
units and to obtain any additional information which the
partnerships or the managing general partner possessed or
could acquire without unreasonable effort or expense; and
o the limitations on resale of the units were fully disclosed in
the private placement memorandum in the manner required under
Rule 502(d)(2) of Regulation D, as discussed below.
(c) With respect to Rule 502(c) "Limitation on manner of offering,"
with the exception of one unit in each partnership which were sold
by a registered investment advisor, each partnership sold its
units only through registered broker/dealers which were members of
the NASD. Each partnership believes that its units were offered
only to customers of the broker/dealers and the registered
investment advisor with whom they had a substantive pre-existing
relationship. Further, in their respective selling agreements each
broker/dealer and the registered investment advisor represented,
among other representations, to the partnerships as follows:
o They would comply with all the provisions of Regulation D and
the units would not be offered and/or sold by them by means of
any form of general solicitation or general advertising,
including, but not limited to, the following: any
advertisement, article, notice, or other communication
published in any newspaper, magazine, or similar media or
broadcast over television or radio; any seminar or meeting
whose attendees were invited by any general solicitation or
general advertising; or any letter, circular, notice, or other
written communication constituting a form of general
solicitation or general advertising.
o They would provide each offeree with a complete and numbered
copy of the private placement memorandum for the partnership
in which units were then being offered.
(d) With respect to Rule 502(d) "Limitations on Resale," the managing
general partner understood that each partnership's units were
restricted securities. Therefore, the partnerships exercised
reasonable care to assure that the purchasers of the units were
not underwriters. In this regard, each partnership's subscription
document required the investor to certify that he was
"...subscribing for investment purposes only and not for resale or
distribution..." In addition, the private placement memorandum
disclosed to the investors in each partnership that the units had
not been registered under the Act and could not be resold without
registration or an exemption from registration. Also, since the
KUNZMAN & BOLLINGER, INC.
Mr. H. Roger Schwall
Securities and Exchange Commission
May 10, 2005
Page 4
partnerships' units are uncertificated securities, the same
disclosure concerning the illiquidity of the units was placed on
the top of the first page of the form of the partnership agreement
for each partnership, and the form of the partnership agreement
for each partnership was included in the private placement
memorandum.
Please direct any questions or comments regarding the enclosed to the
undersigned or Mr. Gerald A. Bollinger at the captioned number.
Very truly yours,
KUNZMAN & BOLLINGER, INC.
/s/ Wallace W. Kunzman, Jr.
Wallace W. Kunzman, Jr.
cc: Mr. Freddie Kotek
Ms. Nancy McGurk
Mr. Timothy Levenberg