EXHIBIT 99.2
LOGO
RAI
Resource America, Inc.
FOR IMMEDIATE RELEASE
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CONTACT: STEVEN J. KESSLER
SENIOR VICE PRESIDENT and CHIEF FINANCIAL OFFICER
RESOURCE AMERICA, INC.
1845 WALNUT STREET, SUITE 1000
PHILADELPHIA, PA. 19103
215/546-5005, 215/546-4785 (fax)
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RESOURCE AMERICA, INC.
ANNOUNCES THAT IT HAS AGREED TO SELL ITS INTEREST
IN THE GENERAL PARTNER OF ATLAS PIPELINE PARTNERS, L.P.
FOR
$29 MILLION
Philadelphia, PA. January 18, 2002 - Resource America, Inc. (NASDAQ:
REXI) ("Resource America") today announced that it and its majority-owned
subsidiary, Atlas Pipeline Partners, L.P. (AMEX:APL) ("APL"), has entered into
agreements for a series of transactions with New Vulcan Coal Holdings, L.L.C.
and Vulcan Intermediary, L.L.C. (collectively, "Vulcan") under which Resource
America will sell its 100% interest in APL's general partner to Vulcan, and
Vulcan will contribute to APL its wholly-owned coal mining subsidiary, Triton
Coal Company, L.L.C. ("Triton"). Resource America will receive $29.0 million in
cash for the sale of its interest in APL's general partner and will convert its
1.64 million APL subordinated units to 1.48 million common units. As
consideration for its interests in Triton, Vulcan will receive a total of 7.1
million APL 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). 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. At the conclusion of the transactions, Resource America
will own 14.5% of APL's common units and 10.4% of the common and subordinated
units in the aggregate.
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.
Edward E. Cohen, Chairman and Chief Executive Officer of Resource
America stated "This transaction is further evidence of Resource America's
ability to build and manage a profitable business and then to realize value
beyond that recorded on our balance sheet. We have followed this model several
times in the past with success and look forward to continuing this strategy in
the future. Further, we will remain a very significant unitholder in APL through
our holding of more than 1.48 million common units, which demonstrates our
conviction that the addition of Triton's coal mining business to APL's original
gas gathering business will prove an exceptionally strong combination."
Freddie M. Kotek, Senior Vice President of Resource America and
Chairman of Atlas Resources, Inc., a subsidiary of Resource America, stated
"Resource America continues to be a major participant in the energy industry of
the Appalchian Basin. Our raising of more than $51 million in investment funds
during 2001 will result in the drilling of approximately 250 natural gas wells,
the overwhelming majority of which will be connected to APL's gas gathering
system. Our ability to maintain control of the operations of the gathering
system will insure that we can continue to provide the expert day-to-day
management necessary to maximize the productivity of our wells and insure the
continued success of our current and future investment programs."
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 the system, which
generated approximately $13 million in revenue for 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.
Atlas America, a wholly owned subsidiary of Resource America, owns an interest
in and operates approximately 3,500 of the wells currently connected to APL's
system.
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.
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 Resource America does not assume any
obligation to update the forward-looking statements included in this press
release.