UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(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)
November 29, 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)
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* 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 the disclosures provided in a prior cover page.
The information required in 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 ("Act") 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).
CUSIP No. 049392103
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1. Names of Reporting Persons/ I.R.S. Identification Nos. of Above Persons
(entities only):
LEON G. COOPERMAN
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [_]
(b) [X]
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3. SEC Use Only
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4. Citizenship or Place of Organization:
UNITED STATES
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Number of 5. Sole Voting Power: 1,717,418
Shares Bene-
ficially 6. Shared Voting Power 554,400
Owned by
Each Report- 7. Sole Dispositive Power: 1,717,418
ing Person
With 8. Shared Dispositive Power 554,400
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9. Aggregate Amount Beneficially Owned by Each Reporting Person:
2,271,818
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10. Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares [_]
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11. Percent of Class Represented by Amount in Row (9):
5.9%
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12. Type of Reporting Person
IN
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Item 1(a) Name of Issuer:
ATLAS PIPELINE PARTNERS, L.P. (the "Issuer").
Item 1(b) Address of the Issuer's Principal Executive Offices:
1550 Coraopolis Heights Road
Moon Township, PA 15108
Item 2(a). Name of Person Filing:
This statement is filed on behalf of Leon G. Cooperman ("Mr. Cooperman").
Mr. Cooperman is the Managing Member of Omega Associates, L.L.C.
("Associates"), a limited liability company organized under the laws of the
State of Delaware. Associates is a private investment firm formed to invest in
and act as general partner of investment partnerships or similar investment
vehicles. Associates is the general partner of limited partnerships organized
under the laws of Delaware known as Omega Capital Partners, L.P. ("Capital LP"),
Omega Capital Investors, L.P.("Investors LP"), and Omega Equity Investors, L.P.
("Equity LP"). These entities are private investment firms engaged in the
purchase and sale of securities for investment for their own accounts.
Mr. Cooperman is the President and majority stockholder of Omega Advisors,
Inc. ("Advisors"), a Delaware corporation, engaged in providing investment
management services and is deemed to control said entity. Advisors serves as the
investment manager to Omega Overseas Partners, Ltd. ("Overseas"), a Cayman
Island exempted company, with a business address at British American Tower,
Third Floor, Jennrett Street, Georgetown, Grand Cayman Island, British West
Indies. Mr. Cooperman has investment discretion over portfolio investments of
Overseas and is deemed to control such investments.
Advisors also serves as a discretionary investment advisor to a limited
number of institutional clients (the "Managed Accounts"). As to the Shares owned
by the Managed Accounts, there would be shared power to dispose or to direct the
disposition of such Shares because the owners of the Managed Accounts may be
deemed beneficial owners of such Shares pursuant to Rule 13d-3 under the Act as
a result of their right to terminate the discretionary account within a period
of 60 days.
Mr. Cooperman is the ultimate controlling person of Associates, Capital LP,
Investors LP, Equity LP, and Advisors.
Mr. Cooperman is the sole general partner of a limited partnership
organized under the laws of the State of New Jersey known as Watchung Road
Associates, L.P.("Watchung"). It is a private investment partnership engaged in
the purchase and sale of securities and other investments for its own account.
Mr. Cooperman is married to an individual named Toby Cooperman.
Item 2(b). Address of Principal Business Office or, if None, Residence:
The address of the principal business office of each of Mr. Cooperman,
Capital LP, Investors LP, Equity LP, Overseas, and Advisors is 88 Pine Street,
Wall Street Plaza - 31st Floor, New York, New York 10005.
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Item 2(c). Citizenship:
Mr. Cooperman is a United States citizen.
Item 2(d). Title of Class of Securities:
Common Stock (the "Shares")
Item 2(e). CUSIP Number: 049392103
Item 3. If this statement is filed pursuant to Sections 240.13d-1(b) or
240.13d-2(b) or (c):
This Item 3 is not applicable.
Item 4. Ownership:
Item 4(a) (b) Amount Beneficially Owned and Percent of Class:
Mr. Cooperman may be deemed the beneficial owner of 2,271,818 Shares which
constitutes approximately 5.9% of the total number of Shares outstanding. This
is based on a total of 38,686,994 Shares outstanding as reported on the
Company's 10Q for the quarter ended September 30,2007.
This consists of 621,018 Shares owned by Capital LP; 124,300 Shares owned
by Investors LP; 160,200 Shares owned by Equity LP; 471,900 Shares owned by
Overseas; 200,000 Shares owned by Mr. Cooperman; 40,000 Shares owned by the Toby
Cooperman; 100,000 Shares owned by Watchung; and 554,400 Shares owned by the
Managed Accounts.
Item 4(c). Number of Shares as to which such person has:
(i) Sole power to vote or to direct the vote: 1,717,418
(ii) Shared power to vote or to direct the vote: 554,400
(iii) Sole power to dispose or to direct the disposition of: 1,717,418
(iv) Shared power to dispose or to direct the disposition of: 554,400
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Item 5. Ownership of Five Percent or Less of a Class:
This Item 5 is not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person:
This Item 6 is not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company:
This Item 7 is not applicable.
Item 8. Identification and Classification of Members of the Group:
This Item 8 is not applicable.
Item 9. Notice of Dissolution of Group:
This Item 9 is not applicable.
Item 10. Certification:
By signing below I certify that, to the best of my 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.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
DATED: February 1, 2008
LEON G. COOPERMAN, individually,
and as Managing Member of Omega
Associates, L.L.C. on behalf of
Omega Capital Partners, L.P.,
Omega Capital Investors, L.P.,
Omega Equity Investors, L.P.,and
as General Partner of Watchung Road
Associates, L.P.and as President of
Omega Advisors, Inc.
By /s/ ALAN M. STARK
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Alan M. Stark
Attorney-in-Fact
Power of Attorney on file
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
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