[GRAPHIC OMITTED] Atlas
pipeline
partners
Contact: Michael Staines
President & Chief Operating Officer
Atlas Pipeline Partners, L.P.
1845 Walnut Street - Suite 1000
Philadelphia, PA 19103
(215) 546-5005
(215) 546-4785 (facsimile)
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ATLAS PIPELINE PARTNERS, L.P.
ANNOUNCES AN AGREEMENT TO
ACQUIRE TRITON COAL COMPANY, LLC
Philadelphia, PA. January 18, 2002 - Atlas Pipeline Partners, L.P. (AMEX: APL)
("APL") announced today that it has entered into an agreement to acquire Triton
Coal Company, LLC ("Triton"), one of the nation's largest coal companies and one
of the largest suppliers of environmentally compliant coal to utilities, from
New Vulcan Coal Holdings, L.L.C. and one of its affiliates (collectively,
"Vulcan"). APL will pay the Triton investors 7.1 million common units, 4.1
million subordinated units and 18.0 million deferred participation units
(representing a right to receive subordinated units if certain financial
thresholds are achieved). APL presently has outstanding 1.62 million common
units and 1.64 million subordinated units. At the time of closing, Vulcan will
make a $6.0 million cash contribution to APL, which will be paid out to APL's
common unitholders as a one-time cash distribution of $3.70 per outstanding
common unit. The transaction is expected to be immediately accretive on a
distribution per unit basis to the common unitholders of APL.
In connection with the Triton acquisition, Resource America, Inc. (NASDAQ: REXI)
has agreed to sell Atlas Pipeline Partners GP, LLC, APL's general partner (the
"General Partner"), to New Vulcan Coal Holdings for $29.0 million in cash.
The Board of Directors of each of Triton, Resource America and the General
Partner and its Conflicts Committee have unanimously approved the transaction
and the financial advisor to the Conflicts Committee of the General Partner has
rendered an opinion that the transaction is fair, from a financial point of
view, to the common unitholders of APL. The completion of the transaction is
subject to a vote of the common and subordinated unitholders of APL, the
refinancing of Triton's current indebtedness and other conditions typical of a
transaction of this nature. Resource America, which owns all of the outstanding
subordinated units, has agreed to vote its units in favor of the transaction.
Upon consummation of the transaction, Resource America's 1.64 million
subordinated units will be exchanged for 1.48 million common units.
As part of its commitment to APL's pipeline operations, Resource America will
amend its existing gas gathering agreement with APL and, through a wholly-owned
subsidiary, will continue to have full control and responsibility over the APL
gas gathering system, including its management, maintenance, operation,
extension, preservation and replacement. Under the amended agreement, Resource
America has agreed to continue to drill additional wells and connect them to the
APL system, including 500 new wells over the next three years. Resource America,
through its wholly-owned subsidiary, Atlas America, Inc., has just completed its
2001 Natural Gas Investment Programs with total subscriptions of $51.0 million
and will drill approximately 250 new wells before March 31, 2002, the majority
of which will be connected to the APL system. Michael Staines, currently
President and COO of the General Partner and Senior Vice President of Resource
America, will continue to serve as head of APL's gas division.
Mr. Staines noted that "the acquisition will provide APL investors with a
significant enhancement of liquidity, increase the size of the partnership and
will allow APL to accelerate its growth across multiple energy sources as well
as dramatically expand APL's base of operations and diversify its business." Jim
Hake, who will become CEO of the combined company, stated, "the combination of
Triton and APL will create the nation's largest natural gas and coal master
limited partnership and will position the combined company for growth and
expansion. We believe that the demand for energy assets will continue to
increase and expect APL to benefit from internal growth in both its gas and coal
operations and from its ability to make accretive acquisitions in the future."
Triton owns and operates two large surface coal mines located in the Powder
River Basin near Gillette, Wyoming that produce annually approximately 43
million tons of premium quality, environmentally compliant and super-compliant,
sub-bituminous coal for use by electric utilities. Triton's two mines are among
the nation's largest and lowest cost producers of utility coal. Triton has
reserves of over 770 million tons of coal which it supplies to 30 customers
under both long-term contracts and short-term spot market arrangements.
APL currently owns and operates more than 1,300 miles of natural gas gathering
pipelines in western Pennsylvania, western New York and eastern Ohio. APL is
paid a fee for gathering and transporting the natural gas volumes, currently
approximately 48.5 million cubic feet of gas per day, through its pipeline
system. Approximately 4,000 wells are connected to this system, which generated
approximately $13 million in revenue during 2001. APL's systems connect with
major public utility pipelines operated by Peoples Natural Gas Company, National
Fuel Gas Supply, Tennessee Gas Pipeline Company, National Fuel Gas Distribution
Company, East Ohio Gas Company, Columbia of Ohio, Consolidated Natural Gas Co.,
Texas Eastern Pipeline and Columbia Gas Transmission Corp.
APL was advised by Friedman, Billings, Ramsey & Co., Inc., Arlington, VA, and
received legal advice from Ledgewood Law Firm, P.C., Philadelphia, PA. APL's
Conflicts Committee was advised by McDonald Investments Inc., Cleveland, OH.
Triton was advised by Banc of America Securities LLC New York, NY, Rothschild,
Inc., New York, NY, and Berenson Minella & Co., New York, NY, and received legal
advice from O'Sullivan LLP, New York, NY, and Mayer Brown & Platt, Houston, TX.
This press release contains or may contain forward-looking statements regarding
APL's and Triton's business and operations, growth prospects and strategy,
customers, markets served and the effect that the combination of Triton and APL
may have on future earnings, financial results and distributions to unitholders.
These forward-looking statements are subject to a number of risks,
uncertainties, and assumptions that could cause actual results to differ
significantly from those expressed or implied by such forward-looking
statements. Such risks and uncertainties include, but are not limited to, the
possibility that APL will be unable to obtain unitholder approval of the Triton
acquisition, that the required financing for the transaction will not be
obtained or will contain restrictions on the combined company's future business
and operations, and that APL will be unable to consummate the proposed
acquisition for some other reason; the risk that APL may not successfully
integrate Triton with APL's existing business; the effects of vigorous
competition in the markets in which APL or Triton operate; legislative or
regulatory changes or requirements affecting the business in which APL and
Triton are engaged; changes in technology which may increase the number of
competitors or require significant capital expenditures to provide competitive
services; climate conditions and fluctuations in fuel, gas or coal prices; the
failure of APL and/or Triton to obtain or maintain all necessary permits to
operate their respective businesses; actual versus projected volumetric
productions from the wells connected to APL's gas-gathering pipeline or lower
than expected coal quality output from Triton's mines; the increased cost of
suppliers and services in the energy industry; the risk that Triton's long-term
coal supply agreements may be terminated and that such contracts are subject to
quantity and price adjustment clauses that could adversely affect revenues and
profitability. Additional factors that could cause the actual results to differ
significantly from those expressed or implied in the forward-looking statements
can be found in APL's filings with the SEC Neither APL nor Triton assumes any
obligation to update the forward-looking statements included in this press
release.