UNITED STATES
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 (Date of earliest event reported): July 14, 2004
ATLAS PIPELINE PARTNERS, L.P.
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(Exact name of registrant as specified in its charter)
Delaware 1-14998 23-3011077
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(State of incorporation (Commission (I.R.S. Employer
or organization) File Number) Identification No.)
311 Rouser Road, Moon Township, Pennsylvania 15108
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (412) 262-2830
Not Applicable
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(Former name or former address, if changed since last report)
Item 5. Other Events and Regulation FD Disclosure.
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On July 14, 2004, we entered into an underwriting agreement (the
"Underwriting Agreement") with Lehman Brothers, Inc., A.G. Edwards & Sons, Inc.,
Friedman Billings Ramsey & Co., Inc., KeyBanc Capital Markets, a Division of
McDonald Investments Inc. and Sanders Morris Harris Inc. for the sale of
2,100,000 of our common units representing limited partner interests, plus up to
315,000 additional common units to cover over-allotments, at such initial public
price per share, less underwriting discounts, as is provided in the Underwriting
Agreement (the "Offering"). The Underwriting Agreement is attached as an Exhibit
to this Current Report on Form 8-K.
On July 15, 2004, in connection with the Offering we filed a prospectus
supplement pursuant to Rule 424(b)(5). Opinions delivered in connection with the
Offering regarding the legality of the shares offered and certain tax matters
are attached as exhibits to this Current Report on Form 8-K.
Item 7. Financial Statements and Exhibits
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(c) Exhibits
1.1 Underwriting Agreement dated July 14, 2004.
5.1 Opinion of Ledgewood Law Firm, P.C. as to the legality
of the securities being registered.
8.1 Opinion of Ledgewood Law Firm, P.C. relating to tax matters.
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.
ATLAS PIPELINE PARTNERS, L.P.
By: Atlas Pipeline Partners GP, LLC
Its General Partner
Date: July 15, 2004
By: /s/ Freddie M. Kotek
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Freddie M. Kotek
Chief Financial Officer