pdc8krrplp0620090601.htm
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
------------
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
AND EXCHANGE ACT OF 1934
Date of
report (Date of earliest event reported): May 28, 2009
Rockies
Region 2006 Limited Partnership
(Exact
Name of Registrant as Specified in Charter)
|
West
Virginia
|
000-52787
|
20-5149573
|
|
(State
or Other Jurisdiction
of
Incorporation)
|
(Commission
File Number)
|
(IRS
Employer
Identification
Number)
|
1775
Sherman Street, Suite 3000, Denver, Colorado 80203
(Address
of Principal Executive Offices)
303-860-5800
(Registrant's
telephone number, including area code)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
|
|
Written
communications pursuant to Rule 425 under Securities Act (17 CFR
230.425)
|
|
|
|
|
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
|
|
|
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
|
|
|
|
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
(Former
Name or Former Address, if Changed Since Last Report)
Item
4.01 Changes in Registrant's Certifying Accountant
(a)
Dismissal of Current Accountants
On May
28, 2009, Petroleum Development Corporation, the managing general partner of
Rockies Region 2006 Limited Partnership (the "Registrant"), recommended, and the
Audit Committee of the Board of Directors of Petroleum Development Corporation
ratified, the dismissal of Schneider Downs & Co., Inc. (“Schneider Downs”)
as the Registrant's Independent Registered Public Accounting
Firm. The Registrant does not have its own audit committee and,
therefore, relies upon and utilizes the services of the managing general
partner’s audit committee.
The audit
report of Schneider Downs on the Registrant's financial statements as of
December 31, 2008 and 2007, did not contain an adverse opinion or a disclaimer
of opinion, and was not qualified or modified as to uncertainty, audit scope, or
accounting principles.
In
connection with the audit of the fiscal year ended December 31, 2008 and 2007,
and the subsequent interim period through May 28, 2009, there were no: (1)
disagreements with Schneider Downs on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure, which
disagreement(s), if not resolved to their satisfaction, would have caused them
to make reference in connection with their report to the subject matter of the
disagreement(s), or (2) reportable events, except that:
|
1.
|
The
following material weakness in internal control over financial reporting
was identified related to the fiscal year ended December 31, 2008, and the
subsequent interim period through May 28, 2009, as
follows:
|
The
Partnership did not maintain effective internal controls over financial
reporting as of December 31, 2008, over transactions that are directly related
to and processed by the Partnership, in that the Partnership failed to maintain
sufficient documentation to adequately assess the operating effectiveness of
internal control over financial reporting. More specifically, the
Partnership’s financial close and reporting narrative failed to adequately
describe the process, identify key controls and assess segregation of
duties. This material weakness has not yet been remediated as of May
28, 2009.
Schneider
Downs has been authorized to respond fully to the inquiries of the successor
independent registered public accounting firm concerning the subject matter of
the foregoing.
The
Registrant has provided Schneider Downs with a copy of the foregoing statements
and requested that Schneider Downs furnish the Registrant with a letter
addressed to the Securities and Exchange Commission stating whether Schneider
Downs agrees with the foregoing statements, and, if not, stating the respects in
which Schneider Downs does not agree. A letter from Schneider Downs
is attached as Exhibit 16 to this Form 8-K.
(b) New
Independent Registered Public Accounting Firm
On May
28, 2009, the Audit Committee of the managing general partner recommended and
its Board of Directors ratified the engagement of PricewaterhouseCoopers LLP
("PwC") as the Registrant's independent registered public accounting
firm.
During
the two fiscal years ended December 31, 2008, and through May 28,
2009, the Registrant has not consulted with PwC regarding either (i)
the application of accounting principles to a specified transaction, either
completed or proposed; or the type of audit opinion that might be rendered on
the Registrant's financial statements, and neither a written report was provided
to the Registrant nor oral advice was provided that PwC concluded was an
important factor considered by the Registrant in reaching a decision as to the
accounting, auditing or financial reporting issue; or (ii) any matter that was
either the subject of a disagreement, as that term is defined in Item
304(a)(1)(iv) of SEC Regulation S-K, or a reportable event required to be
reported under Item 304(a)(1)(v) of Regulation S-K.
EXHIBIT
INDEX
Item
9.01 Financial Statements and Exhibits.
|
|
16.
|
Letter
from Schneider Downs & Co., Inc. to the Securities and Exchange
Commission dated June 2, 2009.
|
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
ROCKIES
REGION 2006 LIMITED PARTNERSHIP
By
its Managing General Partner
Petroleum
Development Corporation
|
Date:
|
June
2, 2009
|
|
|
|
|
By:
|
/s/
Richard W. McCullough
|
|
|
Richard
W. McCullough
|
|
|
Chairman
and Chief Executive Officer
|