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): April 2, 2004
ATLAS PIPELINE PARTNERS, L.P.
(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
Item 5. Other Events.
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In connection with its registration statement (SEC Registration No.
333-113523), Atlas Pipeline Partners, L.P. received the auditors' consent
attached hereto, which constitutes Exhibit 23.1 thereof. In connection with its
public offering of up to 862,500 common units pursuant to the registration
statement, Atlas Pipeline Partners, L.P. received the legal opinions attached
hereto, which constitute Exhibits 5.1 and 8.1, respectively, of the registration
statement, and entered into the underwriting agreement attached hereto, which
constitutes Exhibit 1.1 of the registration statement.
Item 7. Financial Statements and Exhibits
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(c) Exhibits
1.1 Underwriting Agreement dated April 7, 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.
23.1 Consent of Grant Thornton LLP
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: April 8, 2004
By: /s/ Steven J. Kessler
Chief Financial Officer