SUPPORTING STATEMENT FOR NOTICE OF EXEMPT PRELIMINARY
ROLL-UP COMMUNICATION
A. Justification
1. Necessity of Information Collection
Rule 14a-2(b)(4) under the Securities Exchange Act of 1934 (“Exchange Act”) provides an exemption from Exchange Act Rules 14a-3 to 14a-6 (except 14a-6(g), 14a-8 and 14a-10 to 14a-15 for any solicitation in connection with a “roll-up transaction” (defined in Item 901 (c) of Regulation S-K) in which the holder of a security that is the subject of a proposed roll-up transaction engages in preliminary communications with other holders of securities that are the subject of the same roll-up transaction for the purpose of determining whether to solicit proxies, consents, or authorizations in opposition to the proposed roll-up transaction. The exemption does not apply to a holder of a security who engages in the business of buying and selling limited partnership interests in the secondary market unless that holder discloses such ownership interest and any relations to the parties of the transaction or to the transaction itself, to security holders to whom the communications are made as required by Rule 14a-6(n)(1) and as specified in the Notice of Exempt Preliminary Roll-Up Communication (“Notice”). Whether the communication is written or oral, the Notice must be furnished to the Commission.
2. Purposes of, and Consequences of not Requiring, the Information Collection
The purpose of the Notice is to provide the public information regarding ownership interests and any potential conflicts of interest.
3. Role of Improved Information Technology and Obstacles to Reducing Burden
The Notice is filed electronically with the Commission using EDGAR.
4. Efforts to Identify Duplication
Not applicable.
5. Effect on Small Entities
Many small businesses are not subject to the proxy rule requirements because they do not have a class of securities registered under Section 12 of the Exchange Act. The Notice imposes a minimal burden on filers and must be filed only by holders of more than five percent of a class of securities.
6. Consequences of Less Frequent Collection
The Notice is only filed once in connection with a proposed limited partnership roll-up transaction. Less frequent collection could result in failure to transmit useful information to the public markets.
7. Inconsistencies with Guidelines in 5 C.F.R. 1320.5
Not applicable.
8. Consultation Outside the Agency
The request for extension of the Notice of Exempt Preliminary Roll-Up Communication was proposed for public comment. No public comments were received during the 60-day comment period prior to OMB’s review of this submission.
9. Payment or Gift to Respondent
Not applicable.
10. Assurance of Confidentiality
The Notice is a public document.
11. Sensitive Questions
Not applicable.
12. Estimate of Respondent Reporting Burden
We estimate that four respondents file the Notice annually at an estimated .25 hours per response for a total annual burden of one hour. The estimated burden hours are made solely for the purposes of the Paperwork Reduction Act. They are not derived from a comprehensive or even a representative survey or study of the cost of Commission rules and forms.
13. Estimate of Total Annualized Cost Burden
We estimate that the filer prepares 100% of the filed information. There are no additional costs associated with the information collection.
14. Estimate Cost to the Federal Government
The estimated cost to the Commission is $540.00.
15. Explanation of Change in Burden
Not applicable.
16. Information Collection Planned for Statistical Purposes
Not applicable.
17. Explanation as to Why Expiration Date Will Not Be Displayed
Not applicable.
18. Exception to Certification
Not applicable.
B. Collection of Information Employing Statistical Data
Not applicable.
| File Type | application/msword |
| File Title | SUPPORTING STATEMENT FOR FORM________ |
| Author | U.S. |
| Last Modified By | Pearl Q Crawley |
| File Modified | 2010-05-26 |
| File Created | 2010-03-15 |