KUNZMAN & BOLLINGER, INC.
ATTORNEYS-AT-LAW
5100 N. BROOKLINE, SUITE 600
OKLAHOMA CITY, OKLAHOMA 73112
Telephone (405) 942-3501
Fax (405) 942-3527
March 1, 2006
ELECTRONIC FILING
Mr. H. Roger Schwall
Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street N.W.
Washington, D.C. 20549
RE: Post-Effective Amendment No. 1 to the Registration Statement
on Form S-1 for Atlas America Public #15-2005 Program
SEC Registration No. 333-127355
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Dear Mr. Schwall:
Pursuant to the Securities Act of 1933, as amended, and the rules and
regulations promulgated thereunder, enclosed for filing on behalf of the
above-referenced Program is Post-Effective Amendment No. 1 with exhibits thereto
(the "Amendment") to the Registration Statement on Form S-1 which was filed
August 9, 2005.
The material changes in the Amendment from Atlas America Public
#15-2005(A) L.P. and the October 27, 2005 prospectus are described below.
(1) The Program is now composed of up to three (instead of four)
limited partnerships, as discussed below, which will still be
offered in a series. The Amendment provides information in the
prospectus concerning the closing on December 31, 2005, of Atlas
America Public #15-2005(A) L.P., the first limited partnership
offered. Thus, the Amendment pertains to the offering of the
remaining unsold Units in the Program by Atlas America Public
#15-2006(B) L.P., the second limited partnership in the Program,
and possibly Atlas America Public #15-2006(C) L.P., the third
limited partnership in the Program. Atlas America Public
#15-2006(D) L.P., the fourth limited partnership in the Program,
will not be offered. Atlas America Public #14-15-2006(B) L.P. is
the 16th public drilling limited partnership to be offered by
Atlas Resources, Inc., the managing general partner, since 1992.
(2) The Amendment provides information in the prospectus concerning
the number of units remaining to be sold from the initial
registration of $200 million (20,000 units) in the Program. In
this regard, the first limited partnership raised $52,245,720
(5,227.40 units, including discounted units as permitted by the
terms of the prospectus).
KUNZMAN & BOLLINGER, INC.
Mr. H. Roger Schwall
Securities and Exchange Commission
March 1, 2006
Page 2
(3) Under the Amendment, none of the remaining 407.1 unsold Limited
Partner Units have been re-allocated to Investor General Partner
Units in the Calculation of Registration Fee table.
(4) The Amendment includes updating and conforming certain changes in
the Tax Opinion (Exhibit 8 to the Registration Statement) and the
"Risk Factors - Tax Risks" and "Federal Income Tax Considerations"
sections of the prospectus.
(5) The Amendment includes in the prospectus the most recent audited
financial statements for Atlas Resources, Inc., the managing
general partner. The financial statements are for the periods
ending September 30, 2005 and 2004, and are accompanied with an
audit report of Grant Thornton LLP dated January 6, 2006. These
financial statements and audit report have been substituted for
the audited financial statements of the managing general partner
as of September 30, 2004 and 2003 and the corresponding audit
report dated November 22, 2004, which were in the prospectus dated
October 27, 2005.
(6) The Amendment includes in the prospectus the balance sheet for
Atlas America Public #15-2006(B) L.P., which is the second limited
partnership that will offer units in the Program, and the
corresponding audit report. The audited balance sheet for the
first limited partnership, which has closed, has been deleted.
(7) The Amendment provides information in the prospectus concerning
oil and gas prospects proposed to be drilled in the second limited
partnership. In the prospectus dated October 27, 2005, the
proposed prospect information, which has been deleted, was for the
first limited partnership. The new prospect information is in the
same format as the information provided in the October 27, 2005
prospectus.
(8) Based on the proposed oil and gas prospects to be drilled in the
second limited partnership, the "Capitalization and Source of
Funds and Use of Proceeds" and "Compensation" sections of the
prospectus have been changed in the Amendment to include updated
information concerning the drilling and completion costs, the
number of wells that will be drilled, and the reduced size of the
maximum offering due to the closing of the first limited
partnership. These changes also affect the amount (but not the
type) of compensation that the managing general partner will
receive, and the amount of the managing general partner's capital
contribution to the second limited partnership. Additionally, the
Amendment provides information in the prospectus regarding an
increase in the gathering fees in all drilling areas to 10% of the
gross sales price, which the managing general partner has
determined is a competitive rate.
KUNZMAN & BOLLINGER, INC.
Mr. H. Roger Schwall
Securities and Exchange Commission
March 1, 2006
Page 3
(9) Atlas America recently announced that it intends to transfer to a
newly-formed wholly-owned limited liability company or limited
partnership subsidiary of Atlas America substantially all of
its natural gas and oil exploration and production assets.
These transfers would occur upon closing of the offering
discussed below and, subject to Atlas Resources' financial
commitments to the partnerships under the partnership agreement,
would include the transfer of Atlas Resources' net cash flow and
tax benefits as managing general partner in the up to two
partnerships being offered in this program. The transfers to Atlas
America's subsidiary also are expected to include Atlas Resources'
managing general partner and operator interests in all, or
substantially all, of its prior partnerships. In exchange for
these transfers, Atlas Resources would receive an interest in
Atlas America's newly-formed subsidiary. Atlas America further
intends to make a registered initial public offering of a
minority interest, estimated to be 20%, in the newly-formed
subsidiary. The prospectus and this letter do not constitute an
offer to sell or a solicitation of an offer to buy any such
securities.
(10) The Amendment includes certain other marked changes in the
prospectus to clarify or update the information presented, such as
updating the information presented in the "Prior Activities"
tables of the prospectus to a more recent date.
Please direct any questions or comments with respect to this filing to
the undersigned or Mr. Wallace W. Kunzman, Jr. at (405) 942-3501.
Very truly yours,
KUNZMAN & BOLLINGER, INC.
/s/ Gerald A. Bollinger
Gerald A. Bollinger
Enclosures
cc: Mr. Jack Hollander
Mr. Justin Atkinson