UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION
13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2001
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________ to __________
Commission file number: 1-14998
ATLAS PIPELINE PARTNERS, L.P.
(Exact name of registrant as specified in its charter)
DELAWARE 23-3011077
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
311 Rouser Road
Moon Township, Pennsylvania 15108
(Address of principal executive office) (Zip code)
Registrant's telephone number, including area code: (412) 262-2830
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
Common Units of Limited Partnership Interest American Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
N/A
----------------------
Title of class
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]
The aggregate market value of the equity securities held by
non-affiliates of the registrant, based on the closing price on August 22, 2002
was approximately $38.5 million.
DOCUMENTS INCORPORATED BY REFERENCE
None
PART III
ITEM 11. EXECUTIVE COMPENSATION
Executive Compensation
We do not directly compensate the executive officers of our general
partner. Rather, Atlas America and its affiliates allocate the compensation of
the executive officers between activities on behalf of our general partner and
us and activities on behalf of Atlas America and its affiliates, and we
reimburse our general partner for the compensation allocated to us. The
compensation allocation for fiscal 2001 was $397,500. The following table sets
forth the compensation allocation since the Partnership commenced operations for
the general partner's president. No other executive officer of the general
partner received aggregate salary and bonus in excess of $100,000 during fiscal
2001.
Summary Compensation Table
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Name and Principal Position Year Salary
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Michael L. Staines, President, Chief
Operating Officer, Secretary and
Managing Board Member 2001 $191,442
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2000 $100,000
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Compensation of Managing Board Members
No additional remuneration will be paid to officers or employees of our general
partner who also serve as managing board members. Each independent managing
board member receives an annual retainer of $6,000 together with $1,000 for each
board meeting attended, $1,000 for each committee meeting attended where he is
chairman of the committee and $500 for each committee meeting attended where he
is not chairman. In addition, we reimburse each independent board member for his
out-of-pocket expenses in connection with attending meetings of the board or
committees. We indemnify our general partner's managing board members for
actions associated with being managing board members to the extent permitted
under Delaware law.
Pursuant to the requirements of Section 13 or 15(d) 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. (Registrant)
By: Atlas Pipeline Partners GP, LLC, its General Partner
August 26, 2002 By: /s/ Michael L. Staines
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President, Chief Operating Officer, Secretary and
Managing Board Member
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities indicated as of August 26, 2002.
/s/ Edward E. Cohen Chairman of the Managing Board of the General Partner
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EDWARD E. COHEN
/s/ Jonathan Z. Cohen Vice Chairman of the Managing Board of the General Partner
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JONATHAN Z. COHEN
/s/ Michael L. Staines President, Chief Operating Officer, Secretary and
-------------------------------------------- Managing Board Member of the General Partner
MICHAEL L. STAINES (Principal Executive Officer)
/s/ Nancy J. McGurk Chief Accounting Officer of the General Partner
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NANCY J. McGURK
/s/ Louis Tierno, Jr. Controller
--------------------------------------------
LOUIS TIERNO, JR.
Managing Board Member of the General Partner
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TONY C. BANKS
/s/ William R. Bagnell Managing Board Member of the General Partner
--------------------------------------------
WILLIAM R. BAGNELL
Managing Board Member of the General Partner
--------------------------------------------
GEORGE C. BEYER, JR.
/s/ Murray S. Levin Managing Board Member of the General Partner
--------------------------------------------
MURRAY S. LEVIN