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 (Dated of earliest event reported): January 18, 2002
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RESOURCE AMERICA, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-4408 72-0654145
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(State of incorporation (Commission (I.R.S. Employer
or organization) File Number) Identification No.)
1845 Walnut Street, 10th Floor, Philadelphia, PA 19103
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (215) 546-5005
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Item 5 Other Events
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On January 18, 2002, energy subsidiaries of Resource America, Inc.
entered into an agreement to sell their 100% membership interest in Atlas
Pipeline Partners GP, LLC to New Vulcan Coal Holdings, L.L.C. for $29.0 million
in cash. Atlas Pipeline Partners GP, LLC is the general partner of Atlas
Pipeline Partners, L.P., a publicly traded limited partnership that owns and
operates gas gathering systems in Western Pennsylvania, Western New York and
Eastern Ohio.
Concurrently, Resource America, Atlas Pipeline Partners and Atlas
Pipeline Partners GP, LLC entered into an agreement under which Atlas Pipeline
Partners will acquire Triton Coal Company, LLC, owner and operator of two
surface coal mines located in the southern Powder River Basin in Wyoming, from
New Vulcan Coal Holdings and Vulcan Intermediary, L.L.C. in exchange for common,
subordinated and deferred participation units of Atlas Pipeline Partners. In
connection with the Triton 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 and 10.4% of the common and subordinated units in the aggregate.
The completion of the sale of Atlas Pipeline Partners GP, LLC is
expected to occur simultaneously with the closing of Atlas Pipeline Partners'
acquisition of Triton Coal Company. Both agreements may be terminated if the
transactions are not consummated by May 15, 2002, subject to an extension to
June 30, 2002.
Item 7 Financial Statements and Exhibits
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(c) Exhibits
2 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.
99.1 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.
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.
RESOURCE AMERICA, INC.
By: /s/ Michael L. Staines
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Name: Michael L. Staines
Date: January 22, 2002 Title: Senior Vice President