SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(RULE 13d - 102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b),
(c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b)
(Amendment No. )*
Atlas Pipeline Partners, L.P.
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(Name of Issuer)
Common Units
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(Title of Class of Securities)
049392103
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(CUSIP Number)
January 12, 2007
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(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[x] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the Notes).
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Elliott Associates, L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
975,610
6. SHARED VOTING POWER
0
7. SOLE DISPOSITIVE POWER
975,610
8. SHARED DISPOSITIVE POWER
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
975,610
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.9%
12. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
ITEM 1(a). Name of Issuer:
Atlas Pipeline Partners, L.P. ("Issuer")
Item 1(b). Address of Issuer's Principal Executive Offices:
311 Rouser Road
Moon Township, Pennsylvania 15108
Item 2(a). Name of Persons Filing:
The names of the persons filing this statement on Schedule 13G are: Elliott
Associates, L.P. and its wholly-owned subsidiaries (collectively, "Elliott
Associates. Paul E. Singer ("Singer"), Elliott Capital Advisors, L.P., a
Delaware limited partnership ("Capital Advisors"), which is controlled by
Singer, and Elliott Special GP, LLC, a Delaware limited liability company
("Special GP"), which is controlled by Singer, are the general partners of
Elliott Associates.
Item 2(b). Address of Principal Business Office or, if None, Residence:
The business address of Elliott Associates, Capital Advisors, Singer and
Special GP is 712 Fifth Avenue, 36th Floor, New York, New York 10019.
Item 2(c). Citizenship:
Each of Elliott Associates and Capital Advisors is a limited partnership
formed under the laws of the State of Delaware.
Special GP is a limited liability company formed under the laws of the
State of Delaware.
Singer is a U.S. citizen.
Item 2(d). Title of Class of Securities:
Common Units ("Common Units").
Item 2(e). CUSIP Number:
049392103
Item 3. If This Statement is Filed Pursuant to Rule 13d 1(b), or 13d-2(b) or
(c), Check Whether the Person Filing is a:
(a) [ ] Broker or dealer registered under Section 15 of
the Exchange Act.
(b) [ ] Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) [ ] Insurance company defined in Section 3(a)(19) of
the Exchange Act.
(d) [ ] Investment company registered under Section 8 of
the Investment Company Act.
(e) [ ] An investment adviser in accordance with
Rule 13d-1(b)(1)(ii)(E).
(f) [ ] An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F).
(g) [ ] A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G).
(h) [ ] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act.
(i) [ ] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act;
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c), check this box [x]
Item 4. Ownership.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned:
Elliott Associates beneficially owns 40,000 Convertible Preferred
Units of the Issuer convertible into 975,610 Common Units.
The above conversion is based on a Conversion Price of $41 per unit.
(b) Percent of class:
Elliott Associates' beneficial ownership of 975,610 Common Units
constitutes 6.9% of all of the outstanding shares of Common
Units.
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
Elliott Associates has sole power to vote or direct
the vote of 975,610 Common Units.
(ii) Shared power to vote or to direct the vote
Not applicable.
(iii) Sole power to dispose or to direct the disposition of
Elliott Associates has sole power to dispose or
direct the disposition of 975,610 Common Units.
(iv) Shared power to dispose or to direct the disposition of
Not applicable.
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of
the date hereof the Reporting Persons have ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following [ ].
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company.
The securities reported on this Schedule 13G are owned directly
by Sunlight Capital Partners, LLC, an indirect subsidiary of
Elliott Associates.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below the undersigned certifies that, to the best of
its knowledge and belief, the securities referred to above were
not acquired and are not held for the purpose of or with the
effect of changing or influencing the control of the issuer of
the securities and were not acquired and are not held in
connection with or as a participant in any transaction having
that purpose or effect.
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, each
of the undersigned certifies that the information with respect to it set forth
in this statement is true, complete, and correct.
Dated: January 22, 2007
ELLIOTT ASSOCIATES, L.P.
By: Elliott Capital Advisors, L.P., as General Partner
By: Braxton Associates, Inc., as General Partner
By: /s/Elliot Greenberg
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Elliot Greenberg
Vice President