sc13d
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ____)*
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
(CUSIP Number)
Lydia I. Beebe
Corporate Secretary and Chief Governance Officer
6001 Bollinger Canyon Road
San Ramon, CA 94583-2324
(925) 842-1000
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
with
a copy to:
Charles W. Mulaney, Jr., Esq.
Skadden, Arps, Slate,
Meagher & Flom LLP
155 North Wacker Drive
Chicago, Illinois
60606
(312) 407-0700
(Date of Event Which Requires Filing of this Statement)
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 box o.
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 persons 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).
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CUSIP No. |
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049298102 |
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of |
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14 |
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1 |
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NAMES OF REPORTING PERSONS
Chevron Corporation |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) þ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS (SEE INSTRUCTIONS) |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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0 |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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4,936,9191 |
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EACH |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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0 |
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WITH |
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SHARED DISPOSITIVE POWER |
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0 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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4,936,919 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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6.1%2 |
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14 |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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CO |
1 Beneficial ownership of the above referenced securities is being reported hereunder solely because the reporting person may be deemed to have beneficial ownership of such securities as a result of the Voting Agreement (as defined in Item 3 below) entered into with beneficial owners of such securities as described therein. Neither the filing of this statement on Schedule 13D nor any of its contents shall be deemed to constitute an admission by Chevron that it is the beneficial owner of any of the common stock referred to herein for purposes of Section 13(d) of the Exchange Act, or for any other purpose, and Chevron expressly disclaims beneficial ownership of such securities.
2 Based on 78,424,511 shares of issuer common stock outstanding as of November 4, 2010 (as represented by the issuer in the Merger Agreement, as defined in Item 3 below) plus 2,160,500 shares of issuer common stock issuable upon exercise of vested options by the stockholders party to the Voting Agreement as of November 8, 2010.
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Item 1. |
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Security and Issuer. |
This statement on Schedule 13D (this Statement) relates to the shares of common
stock, par value $0.01 per share (the Common Stock), of Atlas Energy, Inc., a Delaware
corporation (the Issuer). The Issuers principal executive offices are located at 1550
Coraopolis Heights Road, Moon Township, PA 15108.
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Item 2. |
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Identity and Background. |
This Statement is being filed by Chevron Corporation, a Delaware corporation
(Chevron).
Chevron is one of the worlds leading integrated energy companies, with subsidiaries that
conduct business worldwide. Chevron explores for, produces and transports crude oil and natural
gas; refines, markets and distributes transportation fuels and other energy products; manufactures
and sells petrochemical products; generates power and produces geothermal energy; provides energy
efficiency solutions; and develops the energy resources of the future, including biofuels. The
address of the principal business and address of the principal office of Chevron is 6001 Bollinger
Canyon Road, San Ramon, CA 94583-2324.
(a)-(c) The name, business address, present principal occupation or employment of each
executive officer and director of Chevron is set forth on Schedule A to this Statement,
which is incorporated herein by reference. Other than such directors and executive officers, there
are no persons controlling Chevron.
(d)-(e) During the last five years, neither Chevron nor, to Chevrons knowledge, any person
named on Schedule A hereto (i) has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors); or (ii) was a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of such proceeding was or
is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or
mandating activity subject to, federal or state securities laws or finding any violation with
respect to such laws.
(f) The citizenship of each executive officer and director of Chevron is set forth on
Schedule A to this Statement, which is incorporated herein by reference.
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Item 3. |
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Source and Amount of Funds or Other Consideration. |
As more fully described in response to Item 4, the shares of Issuer Common Stock to which this
Statement relates have not been purchased by Chevron. Pursuant to a Voting Agreement, dated as of
November 8, 2010 (the Voting Agreement), among Chevron, Arkhan Corporation, a Delaware
corporation and a wholly owned indirect subsidiary of Chevron (Merger Sub), and certain
stockholders of the Issuer identified in Annex I thereto (each, a Stockholder and,
collectively, the Stockholders), Chevron may be deemed to be the beneficial owner of
4,936,919 shares of Issuer Common Stock (collectively, the Subject Shares) held of record
by the Stockholders. Chevron, Merger Sub and the Stockholders entered into the Voting Agreement to
induce Chevron and Merger Sub to enter into the Agreement and Plan of Merger, dated as of November
8, 2010 (the Merger Agreement), among Chevron,
Merger Sub and the Issuer. Both the Voting Agreement and the Merger Agreement are described in
further detail in Item 4 below, which descriptions are
incorporated by reference in this Item 3.
Any beneficial ownership of Chevron of shares of Issuer Common Stock that may be deemed to arise
from the Voting Agreement does not require the expenditure of any funds, as Chevron did not pay
additional consideration to the Stockholders for entering into the Voting Agreement. Chevron
anticipates it will fund the transactions contemplated by the Merger Agreement by using cash on
hand.
References to, and descriptions of, the Merger Agreement and the Voting Agreement contained
throughout this Statement are qualified in their entirety by reference to such agreements, which
are filed as Exhibits 1 and 2 hereto, respectively, and incorporated by reference
herein.
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Item 4. |
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Purpose of Transaction. |
(a)-(b) As described in Item 3 above, this Statement relates to the shares of Issuer Common
Stock that are the subject of the Voting Agreement. The Voting Agreement was entered into as a
condition to the willingness of Chevron and Merger Sub to enter into the Merger Agreement.
Merger Agreement
On November 8, 2010, Chevron, Merger Sub and the Issuer entered into the Merger Agreement,
pursuant to which Merger Sub will merge with and into the Issuer (the Merger) and, upon
the consummation of the Merger (the Effective Time), the Issuer will continue as the
surviving corporation in the Merger (the Surviving Corporation) and become an indirect
wholly owned subsidiary of Chevron. Pursuant to the Merger Agreement, at the Effective Time, (i)
each issued and outstanding share of Issuer Common Stock (other than Issuer Common Stock owned by
the Issuer as treasury stock, any shares of Issuer Common Stock owned by Chevron, Merger Sub or any
other direct or indirect wholly owned subsidiary of Chevron and Issuer Common Stock held by a
holder who has properly exercised his appraisal rights in accordance with Section 262 of the
Delaware General Corporation Law) will be converted into the right to receive $38.25 in cash, which
price may be adjusted in specified circumstances in accordance with the terms of the Merger
Agreement described below (the Merger Consideration) and (ii) all shares of Issuer Common
Stock will automatically be cancelled and will cease to exist. In addition, immediately prior to
the Merger, holders of the Issuers Common Stock will receive a pro rata distribution of all common
units of Atlas Pipeline Holdings, L.P. (AHD) that are owned by the Issuer (including
those issued pursuant to the AHD Transaction Agreement, as defined below) (the AHD
Distribution). Based on the number of shares of the Issuers Common Stock outstanding (as
represented by the Issuer) as of November 4, 2010 (78,424,511), the number of AHD common units held
by the Issuer as of such date (17,808,109) and the number of AHD common units to be issued to the
Issuer pursuant to the AHD Transaction Agreement (23,379,384), approximately 0.525 AHD common units
will be distributed in respect of each share of the Issuers Common Stock in the AHD Distribution.
If AHD common units are substituted for cash pursuant to the AHD Transaction Agreement as described
below, such additional common units will also be distributed in the AHD Distribution and the Merger
consideration will be $37.94 per share in cash.
In addition, in connection with the AHD Distribution, there will be an equitable adjustment to
outstanding Issuer equity awards (other than awards of Issuer restricted stock) such that there
will be a downward adjustment to the exercise price of each option to acquire Issuer Common Stock
and an upward adjustment to the number of shares of Issuer Common Stock subject to Issuer
restricted stock unit awards, Issuer deferred unit awards, and Issuer phantom stock or unit awards.
Each Issuer deferred unit award and Issuer phantom stock or unit award, in each case that is
outstanding immediately prior to consummation of the Merger, will be converted into the right to
receive the Merger Consideration, and each option to acquire Issuer Common Stock and each Issuer
restricted stock unit award, in each case that is outstanding immediately prior to consummation of
the Merger, will either be (a) converted into the right to receive an amount of cash based on the
formulas contained in the Merger Agreement or (b) assumed by Chevron and converted into Chevron
equity awards based on the formulas contained in the Merger Agreement.
Chevron, Merger Sub and the Issuer have made customary representations, warranties and
covenants in the Merger Agreement. The closing of the Merger is subject to (i) the requisite
approval by the stockholders of the Issuer, (ii) the absence of certain legal impediments to the
consummation of the Merger, (iii) regulatory clearance under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended, (iv) the consummation of certain Restructuring Transactions
as described below in part (c) of this Item 4, (v) with respect to Chevron and Merger Subs
obligation to close, there not having occurred a Specified Change of Control as defined in the
Participation and Development Agreement, dated April 20, 2010, by and among Atlas Energy Resources,
LLC, Atlas America, LLC, Viking Resources, LLC, Atlas Resources, LLC and Reliance Marcellus, LLC
and (vi) other customary closing conditions. There is no certainty that the Merger will be
consummated.
The Merger Agreement includes customary termination rights, including a provision permitting
either the Issuer or Chevron to terminate the Merger Agreement if the Merger is not consummated on
or before September 30, 2011 (subject to the ability of either party to extend by 90 days under
certain circumstances).
Voting Agreement
In connection with the Merger Agreement, Chevron, Merger Sub and the Stockholders entered into
the Voting Agreement, pursuant to which each Stockholder, subject to certain conditions therein,
agreed to, among other things, vote or cause to be voted the Stockholders Subject Shares in favor
of the approval of the Merger Agreement and the transactions contemplated thereby and against any
competing Takeover Proposal (as defined in the Merger Agreement) or any action, agreement or
transaction that would be expected to impede or delay the consummation of the Merger.
Pursuant to the Voting Agreement, each Stockholder has agreed to certain restrictions on
transfer of such Stockholders Subject Shares and certain voting rights related thereto and has
granted Chevron (or an individual designated by Chevron) an irrevocable proxy with respect to the
Subject Shares. The irrevocable proxy permits Chevron or its designee to vote the Subject Shares in
the manner set forth above in this Item 4. The Voting Agreement will terminate automatically upon
the earlier of (i) termination of the Merger Agreement, (ii) in the event of an
amendment to the Merger Agreement that changes the Merger Consideration to be received by
Stockholders party to the Voting Agreement relative to holders of Issuer Common Stock generally,
the date of such amendment and (iii) the Effective Time.
(c) In connection with the Merger Agreement, the Issuer and certain other persons as herein
described entered into certain agreements providing for, among other things, changes to the
corporate structure of, and the assets and liabilities held by, the Issuer and its subsidiaries
prior to the consummation of the Merger.
Laurel Mountain Purchase Agreement
On November 8, 2010, the Issuer, Atlas Pipeline Partners, L.P., a Delaware limited partnership
(APL), APL Laurel Mountain, LLC, a Delaware limited liability
company (APL Sub), and Atlas Energy Resources, LLC, a Delaware limited liability company (ATN),
entered into an agreement (the Laurel Mountain Purchase Agreement), pursuant to which,
among other things, prior to the consummation of the Merger Agreement, ATN shall acquire from APL
Sub substantially all of APL Subs interest in Laurel Mountain Midstream, LLC, a Delaware limited
liability company (such interest not to include certain preferred distribution rights to be
retained by APL Sub) (the Laurel Mountain Acquisition).
The Issuers obligation to consummate the Laurel Mountain Acquisition is subject to the
satisfaction or waiver of the conditions to the consummation of the transactions contemplated by
the AHD Transaction Agreement and the satisfaction or waiver of the conditions to the consummation
of the Merger. The Laurel Mountain Acquisition is subject to obtaining the approval of the
required lenders under APLs credit agreement. The Laurel
Mountain Acquisition is also subject to
customary closing conditions. The Laurel Mountain Acquisition is not subject to the Issuers
receipt of financing or approval by the Issuers stockholders or APLs limited partners; however,
there is no certainty that the Laurel Mountain Acquisition will be completed.
AHD Transaction Agreement
On November 8, 2010, the Issuer, AHD, and Atlas Pipeline Holdings GP, LLC, a Delaware limited
liability company (AHD GP), entered into an agreement (the AHD Transaction
Agreement and, together with the Laurel Mountain Purchase Agreement, the Restructuring
Agreements), pursuant to which, among other things, prior to the consummation of the Merger
Agreement, (i) the Issuer shall sell, or cause its subsidiaries to sell, to AHD all of the equity
interests in certain directly or indirectly wholly owned subsidiaries of the Issuer and certain
assets of the Issuer and its subsidiaries, and AHD shall assume certain liabilities of the Issuer
and its subsidiaries, in exchange for newly issued AHD common units and cash, (ii) the Issuer shall
contribute all of its interest in AHD GP to AHD, (iii) the Issuer will effect the AHD Distribution
to its stockholders and (iv) AHD will repay all amounts outstanding under the Amended, Restated and
Consolidated Promissory Note, dated July 19, 2010, to the Issuer (the transactions pursuant to the
Restructuring Agreements, collectively, the Restructuring Transactions). At the closing
of the AHD Transaction Agreement, AHD will pay $30 million in cash and issue 23,379,384 new AHD
common units to the Issuer. In addition, at the AHD Closing, the Issuer will transfer to AHD an
amount in cash equal to the amount of certain current
liabilities being assumed by AHD. In certain circumstances, AHD may be required to issue an
additional 3,188,098 AHD common units in lieu of the cash portion of the consideration payable by
AHD.
The Issuers obligation to consummate the transactions contemplated by the AHD Transaction
Agreement is subject to the satisfaction or waiver of the conditions to the consummation of the
transactions contemplated by the Laurel Mountain Purchase Agreement and the satisfaction or waiver
of the conditions to the consummation of the Merger. The transactions contemplated by the AHD
Transaction Agreement also are subject to other customary closing conditions, including at least 20
days having elapsed from the mailing of an information statement to AHD limited partners in respect
of the Issuers approval by written consent, in its capacity as holder of a majority of the common
units of AHD, to the amendment and restatement of the AHD limited partnership agreement and the
adoption of a new AHD equity plan. The transactions contemplated by the AHD Transaction Agreement
are not subject to AHDs receipt of financing or approval by the Issuers stockholders or, given
the approval by written consent, AHDs limited partners; however, there is no assurance that the
transactions contemplated by the AHD Transaction Agreement will be completed.
Employee Matters Agreement
In connection with the AHD Transaction Agreement, the Issuer, AHD and AHD GP
entered into an Employee Matters Agreement (the
EMA) on November 8, 2010. Under the EMA, certain employees
who currently are employed by the Issuer will be transferred to AHD
in connection with the closing of the AHD Transaction Agreement. Certain pre-closing liabilities attributable to such transferred employees will generally
be assumed by AHD and its post-closing affiliates. AHD will be required to establish benefit plans
for such transferred employees, including a 401(k) plan and health and welfare benefit plans, as of
the closing of the AHD Transaction Agreement.
(d) The Merger Agreement provides that the directors of Merger Sub at the Effective Time, who
shall have been appointed by at least a majority of the existing board of directors of the Issuer,
shall remain the initial directors of the Surviving Corporation until their successors have been
duly elected or appointed or until their earlier death, resignation or removal. The board of
directors of the Issuer immediately prior to the Effective Time shall resign as of the Effective
Time. The Merger Agreement also provides that the officers of the Issuer at the Effective Time
shall be the initial officers of the Surviving Corporation until their successors have been duly
elected or appointed or until their earlier death, resignation or removal.
(e) Not applicable.
(f) The disclosure contained in paragraph (c) of this Item 4 is incorporated by reference
herein.
(g) Pursuant to the Merger Agreement, the Amended and Restated Certificate of Incorporation
of the Issuer shall at the Effective Time be amended and restated in full to read as set forth in
Exhibit A to the Merger Agreement and shall thereafter be the certificate of incorporation of the
Surviving Corporation. At the Effective Time, the by-laws of Merger Sub
shall be the by-laws of the Surviving Corporation, except as to the name of the Surviving
Corporation, which shall be Arkhan Corporation.
(h)-(i) Following consummation of the Merger, Chevron intends that the Common Stock of the
Issuer will be delisted from the NASDAQ Global Select Market and will become eligible for
termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934, as amended.
(j) Except as described herein or as would occur upon completion of any of the actions
described herein, Chevron does not, and to Chevrons knowledge the persons named on Schedule
A hereto do not, as of the date of this Statement, have any specific plans or proposals that
relate to or would result in any of the transactions described in paragraphs (a) through (j) of
Item 4 of Schedule 13D.
The foregoing descriptions of the Merger Agreement, the Voting Agreement, the Laurel Mountain
Purchase Agreement, the AHD Transaction Agreement and the EMA do not purport to be complete and are
qualified in their entirety by reference to the Merger Agreement attached as Exhibit 1
hereto and incorporated by reference herein, the Voting Agreement attached as Exhibit 2
hereto and incorporated by reference herein, the Laurel Mountain Purchase Agreement attached as
Exhibit 3 hereto and incorporated by reference herein, the AHD Transaction Agreement
attached as Exhibit 4 hereto and incorporated by reference herein and the EMA attached as
Exhibit 5 hereto and incorporated by reference herein.
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Item 5. |
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Interest in Securities of the Issuer. |
(a) - (b) As a result of the Voting Agreement described above, Chevron may be deemed to have
acquired shared beneficial ownership of 4,936,919 shares of Issuer Common Stock. This number of
shares represents approximately 6.1% of the issued and outstanding shares of Issuer Common Stock
based on 78,424,511 shares of Issuer Common Stock outstanding plus 2,160,500 shares of Issuer
Common Stock issuable upon exercise of vested options, in each case as of November 4, 2010 (as
represented by the Issuer in the Merger Agreement). The foregoing figures do not include the
unvested options, phantom units and restricted stock units held by the Stockholders party to the
Voting Agreement to the extent such equity awards are not expected to vest within 60 days of the
date of this Statement. If such unvested options, phantom units and restricted stock units were
included in the number of shares that Chevron may be deemed to beneficially own and in the
denominator used to calculate the percentage of the outstanding shares of Issuer Common Stock that
Chevron may be deemed to beneficially own, Chevron may be deemed to beneficially own 6,671,825
shares of Issuer Common Stock, representing approximately 8.1% of the outstanding shares of Issuer
Common Stock.
Notwithstanding the forgoing, Chevron does not control the voting of such shares with respect
to matters other than as described in Item 4 above, and does not possess any economic or other
rights as a stockholder of the Issuer with respect to such shares. Chevron disclaims any beneficial
ownership of such shares, and nothing herein shall be deemed to be an admission by Chevron as to
the beneficial ownership of such shares.
To Chevrons knowledge, no shares of Issuer Common Stock are beneficially owned by any of the
persons identified in Schedule A attached hereto.
(c) Neither Chevron nor, to Chevrons knowledge, any person identified in Schedule A,
has effected any transaction in the Issuer Common Stock during the past 60 days.
(d) Not applicable.
(e) Not applicable.
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Item 6. |
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the
Issuer. |
Other than as described in Items 3, 4 and 5 and the agreements incorporated herein by
reference and set forth as exhibits hereto, to the knowledge of Chevron, there are no contracts,
arrangements, understandings or relationships (legal or otherwise) among the persons named in Item
2 and Schedule A or between such persons and any other person with respect to any securities of
the Issuer, including but not limited to transfer or voting of any of the securities, finders
fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division
of profits or loss, or the giving or withholding of proxies.
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Item 7. |
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Material to be Filed as Exhibits. |
The following documents are filed as exhibits:
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Exhibit |
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Exhibit Name |
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Exhibit 1
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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)) |
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Exhibit 2
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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)) |
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Exhibit 3
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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)) |
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Exhibit |
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Exhibit Name |
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Exhibit 4
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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)) |
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Exhibit 5
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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)) |
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.
Date: November 18, 2010
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CHEVRON CORPORATION
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by |
/s/
Kari Endries
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Name: |
Kari Endries |
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Title: |
Assistant Secretary and Managing Counsel |
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SCHEDULE A
EXECUTIVE OFFICERS AND DIRECTORS OF CHEVRON
The following is a list of the executive officers and directors of Chevron setting forth the
present principal occupation or employment and the name, principal business and address of any
corporation or other organization in which such employment is conducted for each such person. All
persons listed below are citizens of the United States. Capitalized terms used but not otherwise
defined in this Schedule A have the meaning ascribed to them in the Schedule 13D to which
this Schedule A is attached.
Board of Directors of Chevron
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Business Address |
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John S. Watson
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Chairman of the Board and
Chief Executive Officer
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6001 Bollinger Canyon Road
San Ramon, CA 94583-2324 |
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George L. Kirkland
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Vice Chairman, Director
and Executive Vice
President, Global
Upstream and Gas
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6001 Bollinger Canyon Road
San Ramon, CA 94583-2324 |
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Samuel H. Armacost
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Director
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6001 Bollinger Canyon Road
San Ramon, CA 94583-2324 |
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Linnet F. Deily
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Director
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6001 Bollinger Canyon Road
San Ramon, CA 94583-2324 |
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Robert E. Denham
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Director
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6001 Bollinger Canyon Road
San Ramon, CA 94583-2324 |
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Robert J. Eaton
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Director
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6001 Bollinger Canyon Road
San Ramon, CA 94583-2324 |
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Chuck Hagel
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Director
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6001 Bollinger Canyon Road
San Ramon, CA 94583-2324 |
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Enrique Hernandez,
Jr.
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Director
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6001 Bollinger Canyon Road
San Ramon, CA 94583-2324 |
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Franklyn G. Jenifer
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Director
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6001 Bollinger Canyon Road
San Ramon, CA 94583-2324 |
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Sam Nunn
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Director
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|
6001 Bollinger Canyon Road
San Ramon, CA 94583-2324 |
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|
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Donald B. Rice
|
|
Director
|
|
6001 Bollinger Canyon Road
San Ramon, CA 94583-2324 |
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|
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Kevin W. Sharer
|
|
Director
|
|
6001 Bollinger Canyon Road
San Ramon, CA 94583-2324 |
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|
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Charles R. Shoemate
|
|
Director
|
|
6001 Bollinger Canyon Road
San Ramon, CA 94583-2324 |
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|
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|
Name |
|
Position |
|
Business Address |
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|
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John G. Stumpf
|
|
Director
|
|
6001 Bollinger Canyon Road
San Ramon, CA 94583-2324 |
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|
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|
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Ronald D. Sugar
|
|
Director
|
|
6001 Bollinger Canyon Road
San Ramon, CA 94583-2324 |
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|
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Carl Ware
|
|
Director
|
|
6001 Bollinger Canyon Road
San Ramon, CA 94583-2324 |
Executive Officers of Chevron
|
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|
|
Name |
|
Position |
|
Business Address |
|
|
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|
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John S. Watson
|
|
Chairman of the
Board and Chief
Executive Officer
|
|
6001 Bollinger Canyon Road
San Ramon, CA 94583-2324 |
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|
|
|
|
George L. Kirkland
|
|
Vice Chairman,
Director and
Executive Vice
President, Global
Upstream and Gas
|
|
6001 Bollinger Canyon Road
San Ramon, CA 94583-2324 |
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|
|
|
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John E. Bethancourt
|
|
Executive Vice
President,
Technology and
Services
|
|
6001 Bollinger Canyon Road
San Ramon, CA 94583-2324 |
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|
|
|
|
Michael K. Wirth
|
|
Executive Vice
President, Global Downstream
|
|
6001 Bollinger Canyon Road
San Ramon, CA 94583-2324 |
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|
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|
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Patricia E.
Yarrington
|
|
Vice President and
Chief Financial
Officer
|
|
6001 Bollinger Canyon Road
San Ramon, CA 94583-2324 |
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|
|
|
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R. Hewitt Pate
|
|
Vice President and
General Counsel
|
|
6001 Bollinger Canyon Road
San Ramon, CA 94583-2324 |
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|
|
|
|
Lydia I. Beebe
|
|
Corporate Secretary
and Chief Governance
Officer
|
|
6001 Bollinger Canyon Road
San Ramon, CA 94583-2324 |