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As filed with the Securities and Exchange Commission on December 9, 2008
Registration No. 333-155596
 
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Pre-Effective
Amendment No. 1
to
 
Form S-4
 
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
 
ATLAS PIPELINE PARTNERS, L.P.*
ATLAS PIPELINE FINANCE CORPORATION
(Exact name of registrant as specified in its charter)
 
         
Delaware
Delaware 		  1311
1311 		  23-3011077
20-3879234
(State or other jurisdiction of
incorporation or organization) 		  (Primary Standard Industrial
Classification Code Number) 		  (I.R.S. Employer
Identification No.)
 
Westpointe Corporate Center One
1550 Coraopolis Heights
Moon Township, Pennsylvania 15108
(412) 262-2830
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive office)
 
Matthew A. Jones
Atlas Pipeline Partners GP, LLC
Westpointe Corporate Center One
1550 Coraopolis Heights
Moon Township, Pennsylvania 15108
(412) 262-2830
(Name, address, including zip code, and telephone number, including area code, of agent for service)
 
Please send copies of communications to:
 
Lisa A. Ernst, Esq.
Ledgewood
1900 Market Street
Philadelphia, Pennsylvania 19103
(215) 731-9450
 
 
Approximate date of commencement of proposed sale to the public:  As soon as practicable after this registration statement becomes effective.
 
If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  o
 
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o
 
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o
 
* Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
 
Large accelerated filer o Accelerated filer þ Non-accelerated filer o Smaller reporting company o
(Do not check if a smaller reporting company)
* See table of additional registrants.
 
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
 

 

 
             
    State or Other
 		      Address, Including Zip Code,
    Jurisdiction of
 		  I.R.S. Employer
 		  and Telephone Number, Including
Exact Name of Registrant
 		  Incorporation or
 		  Identification
 		  Area Code, of Registrant’s
as Specified in its Charter
  Organization   Number  
Principal Executive Offices
 
Atlas Arkansas Pipeline, LLC
  Oklahoma   20-3904426   Westpointe Corporate Center One
1550 Coraopolis Heights
Moon Township, Pennsylvania 15108
(412) 262-2830
Atlas Chaney Dell, LLC
  Delaware   42-1733101   Westpointe Corporate Center One
1550 Coraopolis Heights
Moon Township, Pennsylvania 15108
(412) 262-2830
Atlas Midkiff, LLC
  Delaware   42-1733099   Westpointe Corporate Center One
1550 Coraopolis Heights
Moon Township, Pennsylvania 15108
(412) 262-2830
Atlas Pipeline New York, LLC
  Pennsylvania   25-1850095   Westpointe Corporate Center One
1550 Coraopolis Heights
Moon Township, Pennsylvania 15108
(412) 262-2830
Atlas Pipeline Ohio, LLC
  Pennsylvania   25-1849435   Westpointe Corporate Center One
1550 Coraopolis Heights
Moon Township, Pennsylvania 15108
(412) 262-2830
Atlas Pipeline Pennsylvania, LLC
  Pennsylvania   25-1849453   Westpointe Corporate Center One
1550 Coraopolis Heights
Moon Township, Pennsylvania 15108
(412) 262-2830
Atlas Pipeline Operating Partnership, L.P. 
  Delaware   23-3015646   Westpointe Corporate Center One
1550 Coraopolis Heights
Moon Township, Pennsylvania 15108
(412) 262-2830
Atlas Pipeline Mid-Continent LLC
  Delaware   37-1492980   Westpointe Corporate Center One
1550 Coraopolis Heights
Moon Township, Pennsylvania 15108
(412) 262-2830
Elk City Oklahoma Pipeline, L.P. 
  Texas   20-2743211   Westpointe Corporate Center One
1550 Coraopolis Heights
Moon Township, Pennsylvania 15108
(412) 262-2830
Elk City Oklahoma GP, LLC
  Delaware   20-2654141   Westpointe Corporate Center One
1550 Coraopolis Heights
Moon Township, Pennsylvania 15108
(412) 262-2830
Mid-Continent Arkansas Pipeline, LLC
  Arkansas   42-1762231   Westpointe Corporate Center One
1550 Coraopolis Heights
Moon Township, Pennsylvania 15108
(412) 262-2830
NOARK Pipeline System, Limited Partnership
  Arkansas   71-0710197   Westpointe Corporate Center One
1550 Coraopolis Heights
Moon Township, Pennsylvania 15108
(412) 262-2830
NOARK Energy Services, L.L.C. 
  Oklahoma   73-1551901   Westpointe Corporate Center One
1550 Coraopolis Heights
Moon Township, Pennsylvania 15108
(412) 262-2830

 

             
    State or Other
 		      Address, Including Zip Code,
    Jurisdiction of
 		  I.R.S. Employer
 		  and Telephone Number, Including
Exact Name of Registrant
 		  Incorporation or
 		  Identification
 		  Area Code, of Registrant’s
as Specified in its Charter
  Organization   Number  
Principal Executive Offices
 
Ozark Gas Gathering, L.L.C. 
  Oklahoma   73-1551902   Westpointe Corporate Center One
1550 Coraopolis Heights
Moon Township, Pennsylvania 15108
(412) 262-2830
Ozark Gas Transmission, L.L.C. 
  Oklahoma   73-1551903   Westpointe Corporate Center One
1550 Coraopolis Heights
Moon Township, Pennsylvania 15108
(412) 262-2830
Saddleback Pipeline, LLC
  Delaware   26-2877615   Westpointe Corporate Center One
1550 Coraopolis Heights
Moon Township, Pennsylvania 15108
(412) 262-2830
Atlas Pipeline Tennessee, LLC
  Pennsylvania   83-0504919   Westpointe Corporate Center One
1550 Coraopolis Heights
Moon Township, Pennsylvania 15108
(412) 262-2830
Atlas Pipeline McKean, LLC
  Pennsylvania   61-1537050   Westpointe Corporate Center One
1550 Coraopolis Heights
Moon Township, Pennsylvania 15108
(412) 262-2830
ECOP Gas Company, LLC
  Delaware   26-2572166   Westpointe Corporate Center One
1550 Coraopolis Heights
Moon Township, Pennsylvania 15108
(412) 262-2830

 

Explanatory Note
 
This Pre-Effective Amendment No. 1 to Form S-4 is being filed solely to include the Form T-1 Statement of Eligibility and Qualification as Exhibit 25.1 and to amend the Form of Letter of Transmittal as Exhibit 99.1.

 

PART II.
 
INFORMATION NOT REQUIRED IN PROSPECTUS
 
Item 21.   Exhibits and Financial Statement Schedules.
 
(a) Exhibits:
 
Reference is made to the Index to Exhibits following the signature pages hereto, which Index to Exhibits is hereby incorporated into this item.
 
(b) Financial Statement Schedules:
 
None.


II-1

 

 
SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Moon Township, Pennsylvania, on December 9, 2008.
 
ATLAS PIPELINE PARTNERS, L.P.
 
  By:  ATLAS PIPELINE PARTNERS GP, LLC,
its General Partner
 
  By: 
/s/  Matthew A. Jones
Matthew A. Jones
Chief Financial Officer
 
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons on behalf of the registrant and in the capacities indicated on December 9, 2008.
 
             
         
/s/  Matthew A. Jones

Matthew A. Jones
Chief Financial Officer and
as Attorney-in-fact for: 		       
     
    

Edward E. Cohen
Chairman and Chief Executive Officer 		   
     
    

Jonathan Z. Cohen
Vice Chairman 		   
     
    

Michael L. Staines
President, Chief Operating Officer and Director 		   
         
    

Sean McGrath
Chief Accounting Officer 		       
         
    

Tony C. Banks
Director 		       
         
    

Curtis D. Clifford
Director 		       
         
    

Gayle Jackson
Director 		       
         
    

Martin Rudolf
Director 		       


II-2

 

 
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Moon Township, Pennsylvania, on December 9, 2008.
 
ATLAS PIPELINE FINANCE CORPORATION
 
  By: 
/s/  Matthew A. Jones
Matthew A. Jones
Chief Financial Officer
 
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons on behalf of the registrant and in the capacities indicated on December 9, 2008.
 
         
     
/s/  Matthew A. Jones

Matthew A. Jones
Chief Financial Officer (principal
financial officer and principal accounting
officer) and as Attorney-in-fact for: 		   
     
    

Edward E. Cohen
Chairman and Chief Executive Officer 		   
     
    

Jonathan Z. Cohen
Vice Chairman 		   
     
    

Michael L. Staines
President and Chief Operating Officer 		   


II-3

 

 
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Moon Township, Pennsylvania, on December 9, 2008.
 
ATLAS PIPELINE OPERATING PARTNERSHIP, L.P.
 
  By:  Atlas Pipeline Partners GP, LLC
its general partner
 
ATLAS PIPELINE NEW YORK, LLC
 
  By:  Atlas Pipeline Operating Partnership, L.P.,
its sole member
 
  By:  Atlas Pipeline Partners GP, LLC,
its general partner
 
ATLAS PIPELINE OHIO, LLC
 
  By:  Atlas Pipeline Operating Partnership, L.P.,
its sole member
 
  By:  Atlas Pipeline Partners GP, LLC,
its general partner
 
ATLAS PIPELINE TENNESSEE, LLC
 
  By:  Atlas Pipeline Operating Partnership, L.P.,
its sole member
 
  By:  Atlas Pipeline Partners GP, LLC,
its general partner
 
ATLAS PIPELINE PENNSYLVANIA, LLC
 
  By:  Atlas Pipeline Operating Partnership, L.P.,
its sole member
 
  By:  Atlas Pipeline Partners GP, LLC,
its general partner
 
ATLAS PIPELINE MCKEAN, LLC
 
  By:  Atlas Pipeline Pennsylvania, LLC,
its sole member
 
  By:  Atlas Pipeline Operating Partnership, L.P.,
its sole member
 
  By:  Atlas Pipeline Partners GP, LLC,
its general partner
 
ATLAS PIPELINE MID-CONTINENT LLC
 
  By:  Atlas Pipeline Operating Partnership, L.P.,
its sole member
 
  By:  Atlas Pipeline Partners GP, LLC,
its general partner
 
ELK CITY OKLAHOMA GP, LLC
 
  By:  Atlas Pipeline Mid-Continent LLC,
its sole member
 
  By:  Atlas Pipeline Operating Partnership, L.P.,
its sole member


II-4

 

 
  By:  Atlas Pipeline Partners GP, LLC,
its general partner
 
ELK CITY OKLAHOMA PIPELINE, L.P.
 
  By:  Elk City Oklahoma GP, LLC
its general partner
 
  By:  Atlas Pipeline Mid-Continent LLC,
its sole member
 
  By:  Atlas Pipeline Operating Partnership, L.P.,
its sole member
 
  By:  Atlas Pipeline Partners GP, LLC,
its general partner
 
ECOP GAS COMPANY, LLC
 
  By:  Elk City Oklahoma Pipeline, L.P.
its sole member
 
  By:  Elk City Oklahoma GP, LLC
its general partner
 
  By:  Atlas Pipeline Mid-Continent LLC,
its sole member
 
  By:  Atlas Pipeline Operating Partnership, L.P.,
its sole member
 
  By:  Atlas Pipeline Partners GP, LLC,
its general partner
 
ATLAS ARKANSAS PIPELINE, LLC
 
  By:  Atlas Pipeline Mid-Continent LLC,
its sole member
 
  By:  Atlas Pipeline Operating Partnership, L.P.,
its sole member
 
  By:  Atlas Pipeline Partners GP, LLC,
its general partner
 
MID-CONTINENT ARKANSAS PIPELINE, LLC
 
  By:  Atlas Pipeline Mid-Continent LLC,
its sole member
 
  By:  Atlas Pipeline Operating Partnership, L.P.,
its sole member
 
  By:  Atlas Pipeline Partners GP, LLC,
its general partner
ATLAS MIDKIFF, LLC
 
  By:  Atlas Pipeline Mid-Continent LLC,
its sole member
 
  By:  Atlas Pipeline Operating Partnership, L.P.,
its sole member
 
  By:  Atlas Pipeline Partners GP, LLC,
its general partner
 
SADDLEBACK PIPELINE, LLC

II-5

 

 
By: Atlas Pipeline Mid-Continent LLC,
its sole member
 
  By:  Atlas Pipeline Operating Partnership, L.P.,
its sole member
 
  By:  Atlas Pipeline Partners GP, LLC,
its general partner
 
ATLAS CHANEY DELL, LLC
 
  By:  Atlas Pipeline Mid-Continent LLC,
its sole member
 
  By:  Atlas Pipeline Operating Partnership, L.P.,
its sole member
 
  By:  Atlas Pipeline Partners GP, LLC,
its general partner
 
NOARK PIPELINE SYSTEM, LIMITED PARTNERSHIP
 
  By:  Atlas Arkansas Pipeline LLC and Mid-Continent Arkansas Pipeline, LLC,
its general partners
 
  By:  Atlas Pipeline Mid-Continent LLC,
their sole member
 
  By:  Atlas Pipeline Operating Partnership, L.P.,
its sole member
 
  By:  Atlas Pipeline Partners GP, LLC,
its general partner
 
OZARK GAS GATHERING, L.L.C.
 
  By:  NOARK Pipeline System, Limited Partnership,
its sole member
 
  By:  Atlas Arkansas Pipeline LLC and Mid-Continent Arkansas Pipeline, LLC,
its general partners
 
  By:  Atlas Pipeline Mid-Continent LLC,
their sole member
 
  By:  Atlas Pipeline Operating Partnership, L.P.,
its sole member
 
  By:  Atlas Pipeline Partners GP, LLC,
its general partner
OZARK GAS TRANSMISSION, L.L.C.
 
  By:  NOARK Pipeline System, Limited Partnership,
its sole member
 
  By:  Atlas Arkansas Pipeline LLC and Mid-Continent Arkansas Pipeline, LLC,
its general partners
 
  By:  Atlas Pipeline Mid-Continent LLC,
their sole member

II-6

 

 
  By:  Atlas Pipeline Operating Partnership, L.P.,
its sole member
 
  By:  Atlas Pipeline Partners GP, LLC,
its general partner
 
NOARK ENERGY SERVICES, L.L.C.
 
  By:  NOARK Pipeline System, Limited Partnership,
its sole member
 
  By:  Atlas Arkansas Pipeline LLC and Mid-Continent Arkansas Pipeline, LLC,
its general partners
 
  By:  Atlas Pipeline Mid-Continent LLC,
their sole member
 
  By:  Atlas Pipeline Operating Partnership, L.P.,
its sole member
 
  By:  Atlas Pipeline Partners GP, LLC,
its general partner
 
  By: 
/s/  Matthew A. Jones
Name:     Matthew A. Jones
  Title:  Chief Financial Officer

II-7

 

 
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons on behalf of the registrant and in the capacities indicated on December 9, 2008.
 
             
         
/s/  Matthew A. Jones

Matthew A. Jones
Chief Financial Officer and
as Attorney-in-fact for: 		       
         
    

Edward E. Cohen
Chairman and Chief Executive Officer 		       
         
    

Jonathan Z. Cohen
Vice Chairman 		       
     
    

Michael L. Staines
President, Chief Operating Officer and Director 		   
         
    

Sean McGrath
Chief Accounting Officer 		       
         
    

Tony C. Banks
Director 		       
         
    

Curtis D. Clifford
Director 		       
         
    

Gayle Jackson
Director 		       
         
    

Martin Rudolf
Director 		       


II-8

 

INDEX TO EXHIBITS
 
         
Exhibit
 		   
Number
 
Description
 
  3 .1   Certificate of Limited Partnership(1)
  3 .2(a)   Second Amended and Restated Agreement of Limited Partnership(2)
  3 .2(b)   Amendment No. 1 to Second Amendment and Restated Agreement of Limited Partnership(3)
  3 .2(c)   Amendment No. 2 to Second Amendment and Restated Agreement of Limited Partnership(4)
  3 .2(d)   Amendment No. 3 to Second Amendment and Restated Agreement of Limited Partnership(5)
  3 .2(e)   Amendment No. 4 to Second Amendment and Restated Agreement of Limited Partnership(6)
  3 .3(a)   Certificate of Designation of 6.5% Cumulative Convertible Preferred Units(7)
  3 .3(b)   Amended and Restated Certificate of Designation(8)
  4 .1   Common unit certificate(1)
  4 .2(a)   Indenture dated as of December 20, 2005 among Atlas Pipeline Partners, L.P., Atlas Pipeline Finance Corporation, as Issuers, the subsidiaries named therein, as Guarantors, and Wachovia Bank, National Association, as Trustee(9)
  4 .2(b)   Supplemental Indenture dated as of May 12, 2006 among Atlas Pipeline Partners, L.P., Atlas Pipeline Finance Corporation, as Issuers, the subsidiaries named therein, as Guarantors, and Wachovia Bank National Association, as Trustee(10)
  4 .3   Indenture dated as of June 27, 2008 among Atlas Pipeline Partners, L.P., Atlas Pipeline Finance Corporation, as Issuers, the subsidiaries named therein, as Guarantors, and U.S. Bank, National Association, as Trustee(11)
  4 .4   Registration Rights Agreement dated June 27, 2008 by and among Atlas Pipeline Partners L.P., Atlas Pipeline Finance Corporation, the guarantors listed in Schedule 1 thereto, and the initial purchasers listed in Schedule II thereto(11)
  4 .5   Form of Exchange Note (attached as Exhibit A to the Indenture filed as Exhibit 4.3 hereto)*
  5 .1   Opinion of Ledgewood as to the legality of the securities being registered*
  10 .1(a)   Revolving Credit and Term Loan Agreement dated July 27, 2007(4)
  10 .1(b)   Amendment No. 1 and Agreement to Revolving Credit and Term Loan Agreement(6)
  10 .2   Increase Joinder dated June 27, 2008(12)
  10 .3   Common Unit Purchase Agreement among Atlas Pipeline Partners, L.P. and the purchasers named therein dated June 1, 2007(13)
  10 .4   Registration Rights Agreement dated July 27, 2007(4)
  10 .5   83/4% Senior Notes due 2018 Purchase Agreement dated June 24, 2008(11)
  10 .6   Common Unit Purchase Agreement dated June 17, 2008 by and among Atlas Pipeline Partners, L.P., Atlas Pipeline Holdings, L.P. and Atlas America, Inc.(14)
  12 .1   Calculation of ratios of earnings to fixed charges.*
  23 .1   Consent of Grant Thornton LLP*
  23 .2   Consent of KPMG LLP*
  23 .5   Consent of Ledgewood (contained in Exhibit 5.1 hereto).*
  24 .1   Power of Attorney (contained on signature pages hereto).*
  25 .1   Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 of the Trustee under the Indenture.
  99 .1   Form of Letter of Transmittal.
  99 .2   Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and other Nominees.*
  99 .3   Form of Letter to Clients.*

 

 
*  Previously filed
 
(1) Previously filed as an exhibit to registration statement on Form S-1 on January 20, 2000.
 
(2) Previously filed as an exhibit to registration statement on Form S-3 on April 2, 2004.
 
(3) Previously filed as an exhibit to quarterly report on Form 10-Q for the quarter ended June 30, 2007.
 
(4) Previously filed as an exhibit to current report on Form 8-K on July 30, 2007.
 
(5) Previously filed as an exhibit to current report on Form 8-K on January 8, 2008.
 
(6) Previously filed as an exhibit to current report on Form 8-K on June 16, 2008.
 
(7) Previously filed as an exhibit to current report on Form 8-K on March 14, 2006.
 
(8) Previously filed as an exhibit to current report on Form 8-K on April 19, 2007.
 
(9) Previously filed as an exhibit to current report on Form 8-K on December 21, 2005.
 
(10) Previously filed as an exhibit to registration statement on Form S-4, as amended, filed on July 16, 2007.
 
(11) Previously filed as an exhibit to current report on Form 8-K on June 27, 2008.
 
(12) Previously filed as an exhibit to current report on Form 8-K on July 3, 2008.
 
(13) Previously filed as an exhibit to current report on Form 8-K on June 5, 2007.
 
(14) Previously filed as an exhibit to current report on Form 8-K on June 23, 2008.