SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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 18, 2002
----------------
ATLAS PIPELINE PARTNERS, L.P.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 1-14998 23-3011077
-------- ------- ----------
(State of incorporation (Commission (I.R.S. Employer
or organization) File Number) Identification No.)
311 Rouser Road, Moon Township, Pennsylvania 15108
---------------------------------------------------
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (412) 262-2830
--------------
Item 5. Other Events.
------------
On January 18, 2002, Atlas Pipeline Partners, L.P., Atlas Pipeline
Partners GP, LLC, its general partner, and Resource America, Inc., the original
sponsor of Atlas Pipeline Partners and corporate parent of its general partner,
entered into an agreement to acquire all of the outstanding membership interests
of Triton Coal Company, LLC from Vulcan Intermediary, L.L.C. and New Vulcan Coal
Holdings, L.L.C. in exchange for approximately 7.1 million of Atlas Pipeline
Partner's common units, approximately 4.1 million subordinated units and 18.0
million deferred participation units. In addition, at closing Vulcan
Intermediary and New Vulcan Coal Holdings will contribute approximately $6.0
million in cash to Atlas Pipeline Partners, which will be distributed to Atlas
Pipeline Partners' common unit holders as a one-time special distribution of
$3.70 per outstanding publicly-held common unit.
In connection with this transaction, Resource America's 1.64 million
subordinated units of Atlas Pipeline Partners will convert into 1.48 million
common units, which will constitute 14.5% of Atlas Pipeline Partners' common
units, 10.4% of the common and subordinated units in the aggregate, and 4.6% of
the common units and subordinated units in the aggregate if all of the deferred
participation units convert into subordinated units. Resource America's
as-converted common units will not participate in the $3.70 one-time special
distribution.
Concurrently, subsidiaries of Resource America entered into an
agreement to sell all of the outstanding membership interests in Atlas Pipeline
Partners' general partner to New Vulcan Coal Holdings for $29.0 million in cash.
The subordinated units and deferred participation units issued by Atlas
Pipeline Partners to Vulcan Intermediary and New Vulcan Coal Holdings will be
newly created classes of securities. The subordinated units (including those
into which the deferred participation units may convert) are similar to Atlas
Pipeline Partners' currently outstanding subordinated units and will convert
into common units on a one-for-one basis when distributions of available cash by
Atlas Pipeline Partners reach specified thresholds. The deferred participation
units will convert into subordinated units on a one-for-one basis, in four equal
tranches, when distributions of available cash by Atlas Pipeline Partners reach
other specified thresholds. No more than one tranche may vest in any
four-quarter period. The first tranche will vest no earlier than June or
September 2003, depending upon the closing date for the acquisition.
In addition, at closing, among other things:
o the obligation of Atlas Pipeline Partners' general partner to
contribute capital to Atlas Pipeline Partners in the event the
partnership does not have sufficient available cash to pay the
minimum quarterly distribution will terminate effective as of the
closing, rather than as of February 2, 2003;
o the Master Natural Gas Gathering Agreement and the Omnibus Agreement
among Atlas Pipeline Partners, its operating subsidiary partnership
and certain energy subsidiaries of Resource America will be
consolidated and amended to:
o require Atlas America, Inc., a wholly-owned Resource America
subsidiary, to operate Atlas Pipeline Partners' gas gathering
system, for which:
| | it will be paid a fee of $0.12/mcf transported, subject to
adjustment for Consumer Price Index increases;
| | it will be reimbursed for certain general and administrative
expenses at Atlas America's cost plus 10%; and
| | it will be reimbursed, at cost, for certain third party
services;
o require Atlas America to drill and connect 500 new wells to the
gathering system after January 1, 2002 and by March 15, 2005, 175
of which must be drilled and connected by March 15, 2003;
o limit the transportation fee payable to Atlas Pipeline Partners by
Resource America and its affiliates, including its energy
partnerships, to $0.80/mcf, subject to adjustment for Consumer
Price Index increases; and
o terminate Atlas America's obligation to provide stand-by
construction financing to Atlas Pipeline Partners;
o Atlas Pipeline Partners' agreement of limited partnership and the
limited partnership agreement of its operating subsidiary partnership
will be amended to reflect the terms of the transaction;
o Atlas Pipeline Partners' name will change to "Atlas Natural
Resources, L.P"; and
o Atlas Pipeline Partners will enter into an agreement granting
registration rights to Vulcan Intermediary, New Vulcan Coal Holdings
and Resource America and certain of Resource America's subsidiaries.
Completion of the transaction is subject to a number of conditions,
including:
o receipt by Triton Coal Company and/or Atlas Pipeline Partners of at
least $225 million of bank financing to repay outstanding
indebtedness and pay transaction expenses;
o approval of the transaction by Atlas Pipeline Partners' common and
subordinated unitholders (Resource America, which owns all of the
outstanding subordinated units, has agreed to vote its units in favor
of the transaction); and
o completion of the sale of Atlas Pipeline Partners' general partner.
In addition, the acquisition agreement may be terminated if the transaction is
not consummated by May 15, 2002, subject to an extension to June 30, 2002 in
certain circumstances.
Triton Coal Company owns and operates two surface coal mines located in
the southern Powder River Basin near Gillette, Wyoming that produce annually
approximately 43 million tons of environmentally compliant and super-compliant,
sub-bituminous coal for use by electric utilities. The two Triton mines control
combined reserves of over 770 million saleable tons of coal which Triton
currently supplies to approximately 30 customers under both long-term contracts
and short-term spot market arrangements.
Item 7. Financial Statements and Exhibits
---------------------------------
(c) Exhibits
2 Contribution Agreement among Vulcan Intermediary, L.L.C., New
Vulcan Coal Holding, L.L.C., Atlas Pipeline Partners GP, LLC,
Atlas Pipeline Partners, L.P. and Resource America, Inc.
Exhibits:
--------
A: Form of Second Amended and Restated Agreement of Limited
Partnership of Atlas Natural Resources, L.P.
B: Form of Registration Rights Agreement
C: Form of Amended and Restated Master Natural Gas Gathering
Agreement
D: Form of Second Amended and Restated Agreement of Limited
Partnership of Atlas Natural Resources Operating Partnership,
L.P.
99.1 Purchase Agreement among New Vulcan Coal Holdings, L.L.C., AIC,
Inc., Viking Resources Corporation, Resource Energy, Inc.,
Atlas Energy Group, Inc., Atlas Resources, Inc. and REI-NY,
Inc.
99.2 Press Release dated January 18, 2002.
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 22, 2002
By: /s/ Michael L. Staines
----------------------------------
Michael L. Staines, President,
Chief Operating Officer and Secretary