As filed with the Securities and Exchange Commission on August 19, 2013

Registration No. 333-184804

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Post-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		1311		23-3011077
Delaware		1311		20-3879234
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification No.)

Park Place Corporate Center One

1000 Commerce Drive, 4^th Floor

Pittsburgh, PA 15275-1011

(877) 950-7473

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive office)

 

 

Gerald R. Shrader

Atlas Pipeline Partners GP, LLC

Park Place Corporate Center One

1000 Commerce Drive, 4^th Floor

Pittsburgh, PA 15275-1011

(877) 950-7473

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Please send copies of communications to:

Mark Rosenstein, Esq.

Ledgewood

1900 Market Street

Philadelphia, Pennsylvania 19103

(215) 731-9450

 

 

 

*	See table of additional registrants.

Approximate date of commencement of proposed sale to the public: Not applicable. This post-effective amendment withdraws from registration all securities of the registrants that remain unsold hereunder and terminates the registration statement.

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.  ¨

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.  ¨

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.  ¨

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		x		Accelerated filer		¨
Non-accelerated filer		¨		Smaller reporting company		¨

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)  ¨

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)  ¨

 

 

 

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Exact name of registrant as specified in its charter		State or other jurisdiction of incorporation or organization		I.R.S. Employer Identification Number		Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices
Atlas Pipeline Operating Partnership, L.P.		Delaware		23-3015646		Park Place Corporate Center One 1000 Commerce Drive, 4th Floor Pittsburgh, PA 15275-1011 (877) 950-7473
Velma Intrastate Gas Transmission Company, LLC		Delaware		26-2877615		110 West 7th Street, Suite 2300 Tulsa, Oklahoma 74119 (877) 950-7473
Slider WestOk Gathering, LLC		Delaware		26-3063706		110 West 7th Street, Suite 2300 Tulsa, Oklahoma 74119 (877) 950-7473
Atlas Pipeline Mid-Continent Holdings, LLC		Delaware		37-1492980		110 West 7th Street, Suite 2300 Tulsa, Oklahoma 74119 (877) 950-7473
Atlas Pipeline Mid-Continent LLC		Delaware		37-1492980		110 West 7th Street, Suite 2300 Tulsa, Oklahoma 74119 (877) 950-7473
Atlas Chaney Dell, LLC		Delaware		42-1733101		110 West 7th Street, Suite 2300 Tulsa, Oklahoma 74119 (877) 950-7473
Atlas Midkiff, LLC		Delaware		42-1733099		110 West 7th Street, Suite 2300 Tulsa, Oklahoma 74119 (877) 950-7473
NOARK Energy Services, L.L.C.		Oklahoma		73-1551901		110 West 7th Street, Suite 2300 Tulsa, Oklahoma 74119 (877) 950-7473
Velma Gas Processing Company, LLC		Delaware		45-1543387		110 West 7th Street, Suite 2300 Tulsa, Oklahoma 74119 (877) 950-7473
Atlas Pipeline NGL Holdings, LLC		Delaware		80-0710914		110 West 7th Street, Suite 2300 Tulsa, Oklahoma 74119 (877) 950-7473
Atlas Pipeline NGL Holdings II, LLC		Delaware		90-0699888		110 West 7th Street, Suite 2300 Tulsa, Oklahoma 74119 (877) 950-7473
APL Laurel Mountain, LLC		Delaware		26-4834348		110 West 7th Street, Suite 2300 Tulsa, Oklahoma 74119 (877) 950-7473
Atlas Pipeline Tennessee, LLC		Pennsylvania		83-0504919		110 West 7th Street, Suite 2300 Tulsa, Oklahoma 74119 (877) 950-7473
APL Barnett, LLC		Delaware		45-2561587		110 West 7th Street, Suite 2300 Tulsa, Oklahoma 74119 (877) 950-7473
Pecos Pipeline LLC		Delaware		26-3633417		110 West 7th Street, Suite 2300 Tulsa, Oklahoma 74119 (877) 950-7473
Tesuque Pipeline, LLC		Delaware		27-0632723		110 West 7th Street, Suite 2300 Tulsa, Oklahoma 74119 (877) 950-7473

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APL Arkoma Holdings, LLC		Delaware		90-0918336		110 West 7th Street, Suite 2300 Tulsa, Oklahoma 74119 (877) 950-7473
APL Arkoma Midstream, LLC		Delaware		27-3677594		110 West 7th Street, Suite 2300 Tulsa, Oklahoma 74119 (877) 950-7473
APL Gas Treating LLC		Delaware		27-0592931		110 West 7th Street, Suite 2300 Tulsa, Oklahoma 74119 (877) 950-7473
APL Arkoma, Inc.		Delaware		27-3684911		110 West 7th Street, Suite 2300 Tulsa, Oklahoma 74119 (877) 950-7473

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WITHDRAWAL OF SECURITIES FROM REGISTRATION AND

TERMINATION OF RELATED REGISTRATION STATEMENT

On November 7, 2012, Atlas Pipeline Partners, L.P., Atlas Pipeline Finance Corporation and the other registrants hereunder (the “Registrants”), filed a Registration Statement on Form S-4 (No. 333-184804) (as amended, the “Registration Statement”), which was declared effective on April 12, 2013. The Registration Statement registered debt securities with a proposed maximum aggregate offering price of $500,000,000 and related guarantees.

The Registrants are electing to terminate the offering under the Registration Statement. No offers of securities were made and no securities were sold, leaving all of the securities unsold. Pursuant to the undertakings of the Registrants set forth in Part II of the Registration Statement, this Post-Effective Amendment No. 1 to the Registration Statement is being filed to withdraw from registration under the Securities Act of 1933, as amended, all of the debt securities and guarantees that remain unsold under the Registration Statement and to terminate the Registration Statement.

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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 Pittsburgh, Pennsylvania, on August 19, 2013.

 

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 August 19, 2013.

 

/s/ Robert W. Karlovich, III

Robert W. Karlovich, III

Chief Financial Officer and Chief Accounting Officer,

for himself and as attorney-in-fact for:

 

Edward E. Cohen				Chairman
Jonathan Z. Cohen				Vice Chairman
Eugene N. Dubay				President, Chief Executive Officer and Director
Tony C. Banks				Director
Curtis D. Clifford				Director
Gayle P.W. Jackson				Director
Martin Rudolph				Director
Michael L. Staines				Director

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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 Pittsburgh, Pennsylvania, on August 19, 2013.

 

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 August 19, 2013.

 

/s/ Robert W. Karlovich, III

Robert W. Karlovich, III Chief Financial Officer (principal financial officer and principal accounting officer), for himself and as attorney-in-fact for:

 

Edward E. Cohen				Chairman and Chief Executive Officer
Jonathan Z. Cohen				Vice Chairman
Eugene N. Dubay				President and Chief Operating Officer

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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 Pittsburgh, Pennsylvania, on August 19, 2013.

 

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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 August 19, 2013.

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/s/ Robert W. Karlovich, III

Robert W. Karlovich, III

Chief Financial Officer and Chief Accounting Officer, for himself and as attorney-in-fact for:

 

Edward E. Cohen				Chairman
Jonathan Z. Cohen				Vice Chairman
Eugene N. Dubay				President, Chief Executive Officer and Director
Tony C. Banks				Director
Curtis D. Clifford				Director
Gayle P.W. Jackson				Director
Martin Rudolph				Director
Michael L. Staines				Director