SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ____)*
Corporate Secretary and Chief Governance Officer
6001 Bollinger Canyon Road
San Ramon, CA 94583-2324
(925) 842-1000
Receive Notices and Communications)
Charles W. Mulaney, Jr., Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
155 North Wacker Drive
Chicago, Illinois 60606
(312) 407-0700
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following boxo.
Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* 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 (the “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. | 049298102 | Page | 2 | of | 14 |
1 | NAMES OF REPORTING PERSONS Chevron Corporation | ||||||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | ||||||||||
(a) o | |||||||||||
(b) þ | |||||||||||
3 | SEC USE ONLY | ||||||||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | ||||||||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | ||||||||||
o | |||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
Delaware | |||||||||||
7 | SOLE VOTING POWER | ||||||||||
NUMBER OF | 0 | ||||||||||
SHARES | 8 | SHARED VOTING POWER | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | 4,936,9191 | ||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
REPORTING | |||||||||||
PERSON | 0 | ||||||||||
WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
0 | |||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
4,936,919 | |||||||||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||||||||
o | |||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
6.1%2 | |||||||||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||||||||
CO |
Page | 3 | of | 14 |
Item 1. | Security and Issuer. |
Item 2. | Identity and Background. |
Item 3. | Source and Amount of Funds or Other Consideration. |
Page | 4 | of | 14 |
Item 4. | Purpose of Transaction. |
Page | 5 | of | 14 |
Page | 6 | of | 14 |
Page | 7 | of | 14 |
Page | 8 | of | 14 |
Item 5. | Interest in Securities of the Issuer. |
Page | 9 | of | 14 |
Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. |
Item 7. | Material to be Filed as Exhibits. |
Exhibit | ||
Number | Exhibit Name | |
Exhibit 1 | Agreement and Plan of Merger, dated as of November 8, 2010, by and among Chevron Corporation, Arkhan Corporation and Atlas Energy, Inc. (incorporated by reference to Exhibit 2.1 to Atlas Energy, Inc.’s Current Report on Form 8-K, filed November 12, 2010 (Commission File No. 001-32169)) | |
Exhibit 2 | Voting Agreement, dated as of November 8, 2010, by and among Chevron Corporation, Arkhan Corporation, Edward E. Cohen, Jonathan Z. Cohen, Arete Foundation, EEC Trust, BZC Trust, The 2010 Cohen Family Trust and Solomon Investment Partnership, L.P. (incorporated by reference to Exhibit 99.1 to Atlas Energy, Inc.’s Current Report on Form 8-K, filed November 12, 2010 (Commission File No. 001-32169)) | |
Exhibit 3 | Purchase and Sale Agreement, dated as of November 8, 2010, by and among Atlas Pipeline Partners, L.P., APL Laurel Mountain, LLC, Atlas Energy, Inc. and Atlas Energy Resources, LLC (incorporated by reference to Exhibit 2.4 to Atlas Energy, Inc.’s Current Report on Form 8-K, filed November 12, 2010 (Commission File No. 001-32169)) |
Page | 10 | of | 14 |
Exhibit | ||
Number | Exhibit Name | |
Exhibit 4 | Transaction Agreement, dated as of November 8, 2010, by and among Atlas Energy, Inc., Atlas Energy Resources, LLC, Atlas Pipeline Holdings, L.P. and Atlas Pipeline Holdings GP, LLC (incorporated by reference to Exhibit 2.2 to Atlas Energy, Inc.’s Current Report on Form 8-K, filed November 12, 2010 (Commission File No. 001-32169)) | |
Exhibit 5 | Employee Matters Agreement, dated as of November 8, 2010, by and among Atlas Energy, Inc., Atlas Pipeline Holdings, L.P. and Atlas Pipeline Holdings GP, LLC (incorporated by reference to Exhibit 2.3 to Atlas Energy, Inc.’s Current Report on Form 8-K, filed November 12, 2010 (Commission File No. 001-32169)) |
Page | 11 | of | 14 |
CHEVRON CORPORATION | ||||
by | /s/ Kari Endries | |||
Name: | Kari Endries | |||
Title: | Assistant Secretary and Managing Counsel | |||
Page | 12 | of | 14 |
EXECUTIVE OFFICERS AND DIRECTORS OF CHEVRON
Name | Position | Business Address | ||
John S. Watson | Chairman of the Board and Chief Executive Officer | 6001 Bollinger Canyon Road San Ramon, CA 94583-2324 | ||
George L. Kirkland | Vice Chairman, Director and Executive Vice President, Global Upstream and Gas | 6001 Bollinger Canyon Road San Ramon, CA 94583-2324 | ||
Samuel H. Armacost | Director | 6001 Bollinger Canyon Road San Ramon, CA 94583-2324 | ||
Linnet F. Deily | Director | 6001 Bollinger Canyon Road San Ramon, CA 94583-2324 | ||
Robert E. Denham | Director | 6001 Bollinger Canyon Road San Ramon, CA 94583-2324 | ||
Robert J. Eaton | Director | 6001 Bollinger Canyon Road San Ramon, CA 94583-2324 | ||
Chuck Hagel | Director | 6001 Bollinger Canyon Road San Ramon, CA 94583-2324 | ||
Enrique Hernandez, Jr. | Director | 6001 Bollinger Canyon Road San Ramon, CA 94583-2324 | ||
Franklyn G. Jenifer | Director | 6001 Bollinger Canyon Road San Ramon, CA 94583-2324 | ||
Sam Nunn | Director | 6001 Bollinger Canyon Road San Ramon, CA 94583-2324 | ||
Donald B. Rice | Director | 6001 Bollinger Canyon Road San Ramon, CA 94583-2324 | ||
Kevin W. Sharer | Director | 6001 Bollinger Canyon Road San Ramon, CA 94583-2324 | ||
Charles R. Shoemate | Director | 6001 Bollinger Canyon Road San Ramon, CA 94583-2324 |
Page | 13 | of | 14 |
Name | Position | Business Address | ||
John G. Stumpf | Director | 6001 Bollinger Canyon Road San Ramon, CA 94583-2324 | ||
Ronald D. Sugar | Director | 6001 Bollinger Canyon Road San Ramon, CA 94583-2324 | ||
Carl Ware | Director | 6001 Bollinger Canyon Road San Ramon, CA 94583-2324 |
Page | 14 | of | 14 |
Name | Position | Business Address | ||
John S. Watson | Chairman of the Board and Chief Executive Officer | 6001 Bollinger Canyon Road San Ramon, CA 94583-2324 | ||
George L. Kirkland | Vice Chairman, Director and Executive Vice President, Global Upstream and Gas | 6001 Bollinger Canyon Road San Ramon, CA 94583-2324 | ||
John E. Bethancourt | Executive Vice President, Technology and Services | 6001 Bollinger Canyon Road San Ramon, CA 94583-2324 | ||
Michael K. Wirth | Executive Vice President, Global Downstream | 6001 Bollinger Canyon Road San Ramon, CA 94583-2324 | ||
Patricia E. Yarrington | Vice President and Chief Financial Officer | 6001 Bollinger Canyon Road San Ramon, CA 94583-2324 | ||
R. Hewitt Pate | Vice President and General Counsel | 6001 Bollinger Canyon Road San Ramon, CA 94583-2324 | ||
Lydia I. Beebe | Corporate Secretary and Chief Governance Officer | 6001 Bollinger Canyon Road San Ramon, CA 94583-2324 |