KUNZMAN & BOLLINGER, INC.
ATTORNEYS-AT-LAW
5100 N. BROOKLINE, SUITE 600
OKLAHOMA CITY, OKLAHOMA 73112
Telephone (405) 942-3501
Fax (405) 942-3527
March 15, 2006
FACSIMILE
(202) 772-9368
- --------------
Ms. Carmen Moncada-Terry
Securities and Exchange Commission
Mail Stop 0405
450 Fifth Street N. W.
Washington, DC 20549
RE: Atlas America Public #15-2005 Program
SEC Registration No. 333-127355
-------------------------------------
Dear Ms. Moncada-Terry:
This letter is pursuant to our telephone conversation on March 15, 2006
with respect to the above-referenced program. As we discussed, the program's
Post-Effective Amendment No. 1 (the "Amendment") for the offering of Atlas
America Public #15-2006(B) L.P. (the "Partnership"), which is the second limited
partnership to be offered under the program, was filed with the SEC on March 1,
2006. The Amendment currently is subject to a limited review by the SEC relating
to the tax opinion and undertakings, and is not yet effective.
The first question I presented to you during our telephone conversation
was whether or not oral offers of the Partnership's investment units may be made
to potential investors during the period between filing the Amendment and the
effectiveness of the Amendment (the "waiting period"), since oral offers of the
Partnership's units might be made during the "Client Appreciation Dinner"
referenced in the invitation set forth below. If the answer is that oral offers
of the Partnership's units may be made during the waiting period, then the
second question I presented to you was whether:
o the following invitation (which was prepared by a
third-party broker/dealer) is an impermissible written
offer during the waiting period under Rule 134; or
o instead, the following invitation may be used by the
Partnership during the waiting period because:
o the invitation falls within the safe harbor
provided by Rule 134; or
o the invitation is a free writing prospectus
which may be used by the Partnership, even
though the Partnership is an ineligible
issuer (i.e., a limited partnership which is
not offering its securities on a firm
commitment basis) under Rule 164(e)(2).
The invitation discussed above reads as follows:
KUNZMAN & BOLLINGER, INC.
Ms. Carmen Moncada-Terry
Securities and Exchange Commission
March 15, 2006
Page 2
"CLIENT APPRECIATION DINNER
You & your friends are cordially invited to a private dinner hosted by
PK FINANCIAL STRATEGIES, LLC
Featuring
VICKI L. BURBRIDGE OF ATLAS AMERICA, INC.
WHEN: Wednesday, April 19th, 2006 6:00 pm
WHERE: Price, Kong & Company
1313 East Osborn Road, Suite 220
Phoenix, Arizona 85014
Please respond at your earliest convenience to Katie at
(602) 776-6300."
In this regard, we call to your attention to Section 509 of the SEC
Telephone Interpretations Manual, located at http://www.sec.gov/interps/
telephone/cftelinterps_securitiesactrules.pdf, which provides that:
"The Division staff was asked whether a communication, which
otherwise complied with Rule 134, could also contain notice of
the time and place at which a seminar would be conducted about
the offering where prospectuses would be distributed. The
Division staff responded that it would not view such a
communication as permissible within Rule 134, as the purpose
of the Rule is to facilitate distribution of prospectuses
rather than to solicit attendees for seminars. (Note that the
caller directed our attention to Highland Malt Ltd. (6/1/79),
in which the Division staff reached a similar conclusion
regarding a proposed Rule 134 communication that contained
more information about the seminar than time and place.)"
However, SEC Rule 165(e)(2) provides that an ineligible issuer (such as the
Partnership) may use a free writing prospectus that contains "only descriptions
of the terms of the securities in the offering or the offering."
If it is determined that the invitation may be used by the Partnership
as a permissible free writing prospectus, then the Partnership would ensure that
the following legend would be added to the invitation before it is used:
"The issuer has filed a post-effective amendment to the
registration statement (including a prospectus) with the SEC
for the offering to which this communication relates. Before
you invest, you should read the prospectus in that
post-effective amendment to the registration statement and
other documents the issuer has filed with the SEC for more
complete information about the issuer and this offering. You
may get these documents for free by visiting EDGAR on the SEC
Web site at www.sec.gov. Alternatively, the issuer, any
underwriter or any dealer participating in the offering will
arrange to send you the prospectus if you request it by
calling toll-free 1-800-251-0171."
Please direct your comments concerning this matter to the undersigned.
Very truly yours,
KUNZMAN & BOLLINGER, INC.
/s/ Wallace W. Kunzman, Jr.
Wallace W. Kunzman, Jr.
cc: Mr. Jack Hollander
Ms. Marci Bleichmar
Mr. Justin Atkinson