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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

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FORM 8-K/A

 

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 13, 2006

 

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Atlas Pipeline Partners, L.P.

(Exact name of registrant as specified in its chapter)

 

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Delaware		1-14998		23-3011077
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer 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

 

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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Item 1.01. Entry into a Material Definitive Agreement.

Item 3.02. Unregistered Sales of Equity Securities.

The Company exercised its right to require the Purchaser to purchase an additional 10,000 Preferred Units on the same terms. The closing occurred on May 19, 2006.

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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, thereunto duly authorized.

 

		ATLAS PIPELINE PARTNERS, L.P.
		By:		Atlas Pipeline Partners GP, LLC
				its General Partner
Dated: May 26, 2006		/s/ Michael L. Staines
		By:		Michael L. Staines
		Title:		President and Chief Operating Officer