FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 5, 2001
Atlas Pipeline Partners, L.P.
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(Exact name of registrant as specified in its charter)
Delaware 1-14998 23-3011077
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(State or other (Commission (I.R.S. Employer
jurisdiction of incorporation) File Number) Identification No.)
311 Rouser Road, Moon Township, Pennsylvania 15108
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (412) 262-2830
Item 2: Acquisition or Disposition of Assets
Pursuant to an earlier executed Purchase and Sale Agreement, on January
5, 2001, Atlas Pipeline Partners, L.P. acquired the gas gathering system of
Kingston Oil Corporation located in southeastern Ohio. The gas gathering system
consists of approximately 100 miles of pipeline carrying, as of January 5, 2001,
approximately 1.7 million cubic feet of natural gas throughput per day. As of
January 5, 2001, the gathering system served approximately 240 natural gas well
units. Atlas Pipeline intends to maintain, operate and carry on the business of
Kingston with respect to the gathering system in substantially the same manner.
Atlas Pipeline paid Kingston $1.25 million in cash and issued to it
88,235 common units in Atlas Pipeline to acquire the gathering system. The
purchase price was determined by Atlas Pipeline through a discounted cash flow
analysis of projected future income from the gathering system. Atlas Pipeline
drew upon a $10.0 million line of credit administered by PNC Bank, National
Association, in order to make the cash payment. The common units issued are
restricted securities. Simultaneously, Atlas Pipeline entered into a
registration rights agreement with Kingston pursuant to which Atlas Pipeline
will, no sooner than January 5, 2002 and no later than July 5, 2002, register
the resale of the units under the Securities Act of 1933, as amended.
Along with the acquisition, Atlas Pipeline entered into an agreement
with Atlas Noble Corp., an affiliate of Atlas Pipeline's general partner, to
transport gas from the gas producing properties acquired by Atlas Noble from
Kingston.
For further terms and conditions of the acquisition, reference is made
to the Purchase and Sale Agreement, a copy of which is attached as an exhibit to
this Current Report and is incorporated by reference.
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Item 7: Financial Statements and Exhibits
(c) Exhibits
(2) Purchase and Sale Agreement, dated October 6, 2000,
among Atlas Pipeline Ohio, LLC, Atlas Pipeline
Partners, L.P. and Kingston Oil Corporation.
(10) Registration Rights Agreement, dated January 5, 2001,
between Atlas Pipeline Partners, L.P. and Kingston
Oil Corporation.
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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.
ATLAS PIPELINE PARTNERS, L.P.
By: Atlas Pipeline Partners GP, LLC,
Its General Partner
Date: January 12, 2001
By: /s/ Michael L. Staines
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Michael L. Staines
Chief Operating Officer and Secretary
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