As filed with the Securities and Exchange Commission on September 29, 2009
Registration No. 333-160483
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1
to
Form S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ATLAS ENERGY RESOURCES, LLC
ATLAS ENERGY OPERATING COMPANY, LLC
ATLAS ENERGY FINANCE CORP.
(Exact name of registrant as specified in its charter)
Delaware Delaware Delaware | 75-3218520 75-3218521 74-3243996 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
Westpointe Corporate Center One
1550 Coraopolis Heights Road
Moon Township, PA 15108
(412) 262-2830
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive office)
Matthew A. Jones
Atlas Energy Resources, LLC
Westpointe Corporate Center One
1550 Coraopolis Heights Road
Moon Township, PA 15108
(412) 262-2830
(Address, including zip code, and telephone number, including area code, of agent for service)
Please send copies of communications to:
Lisa A. Ernst, Esq.
Ledgewood
1900 Market Street, Suite 750
Philadelphia, PA 19103
(215) 731-9450
Approximate date of commencement of proposed sale to the public: Not applicable
If the only securities being registered on this form are being offered pursuant to dividend or reinvestment plans, please check the following box: ¨
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, 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(c) 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 registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ¨
If this form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ¨
The following are co-registrants that may guarantee the debt securities:
Atlas Energy Tennessee, LLC
(Exact name of registrant as specified in its charter)
| Pennsylvania | 26-2770794 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
Atlas Energy Indiana, LLC
(Exact name of registrant as specified in its charter)
| Indiana | 26-3210546 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
Atlas Energy Michigan, LLC
(Exact name of registrant as specified in its charter)
| Delaware | 42-1731124 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
Atlas Gas & Oil Company, LLC
(Exact name of registrant as specified in its charter)
| Michigan | 33-1171397 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
Westside Pipeline Company, LLC
(Exact name of registrant as specified in its charter)
| Michigan | 33-1171401 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
AIC, LLC
(Exact name of registrant as specified in its charter)
| Delaware | 20-5365126 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
Atlas Energy Ohio, LLC
(Exact name of registrant as specified in its charter)
| Ohio | 20-5365198 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
Atlas Resources, LLC
(Exact name of registrant as specified in its charter)
| Pennsylvania | 20-4822875 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
Atlas Noble, LLC
(Exact name of registrant as specified in its charter)
| Delaware | 20-5365139 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
Atlas America, LLC
(Exact name of registrant as specified in its charter)
| Pennsylvania | 20-8243540 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
AER Pipeline Construction, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 20-8029375 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
Viking Resources, LLC
(Exact name of registrant as specified in its charter)
| Pennsylvania | 20-5365124 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
Resource Energy, LLC
(Exact name of registrant as specified in its charter)
| Delaware | 20-5365174 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
Resource Well Services, LLC
(Exact name of registrant as specified in its charter)
| Delaware | 20-5365162 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
REI-NY, LLC
(Exact name of registrant as specified in its charter)
| Delaware | 20-5365147 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
TERMINATION OF REGISTRATION
This post-effective amendment (this “Amendment”), filed by Atlas Energy Resources, LLC (the “Company”), deregisters all of the Company’s securities that had been registered for issuance under the Company’s Registration Statement on Form S-3 (File No. 333-160483) (the “Registration Statement”) that remain unsold.
On September 29, 2009, pursuant to the Agreement and Plan of Merger, dated as of April 27, 2009, among the Company, Atlas America, Inc., a Delaware corporation (“Parent”), Atlas Energy Management, Inc. and ATLS Merger Sub, LLC, a Delaware limited liability company (“Merger Sub”), Merger Sub merged with and into the Company (the “Merger”), with the Company being the surviving entity and becoming an indirect, wholly-owned subsidiary of Parent. In accordance with an undertaking made by the Company in its Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities which remain unsold at the termination of the offering, the Company hereby removes from registration all of its securities under the Registration Statement which remained unsold as of the effective time of the Merger.
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 Philadelphia, Pennsylvania, on September 29, 2009.
| ATLAS ENERGY RESOURCES, LLC | ||
By: | /s/ Matthew A. Jones | |
Name: | Matthew A. Jones | |
Title: | Chief Financial Officer | |
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 September 29, 2009.
| /s/ Matthew A. Jones |
| Matthew A. Jones |
Chief Financial Officer and as Attorney-in-fact for: |
Edward E. Cohen
Chairman and Chief Executive Officer
Jonathan Z. Cohen
Vice Chairman
Richard D. Weber
President, Chief Operating Officer and Director
Sean McGrath
Chief Accounting Officer
Ellen F. Warren
Director
Walter C. Jones
Director
Bruce M. Wolf
Director
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 Philadelphia, Pennsylvania, on September 29, 2009.
| ATLAS ENERGY OPERATING COMPANY, LLC | ||
By: | /s/ Matthew A. Jones | |
Name: | Matthew A. Jones | |
Title: | Chief Financial Officer | |
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 September 29, 2009.
| /s/ Matthew A. Jones |
| Matthew A. Jones |
Chief Financial Officer and as Attorney-in-fact for: |
Edward E. Cohen
Chief Executive Officer
Richard D. Weber
President and Chief Operating Officer
Sean McGrath
Chief Accounting Officer
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 Philadelphia, Pennsylvania, on September 29, 2009.
| ATLAS ENERGY FINANCE CORP. | ||
By: | /s/ Matthew A. Jones | |
Name: | Matthew A. Jones | |
Title: | Chief Financial Officer | |
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 September 29, 2009.
| /s/ Matthew A. Jones |
| Matthew A. Jones |
Chief Financial Officer (principal financial and accounting officer) and as Attorney-in-fact for:
Edward E. Cohen
Chairman and Chief Executive Officer
Jonathan Z. Cohen
Vice Chairman
Richard D. Weber
President and Director
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 Philadelphia, Pennsylvania, on September 29, 2009.
| ATLAS ENERGY MICHIGAN, LLC | ||
By: | /s/ Matthew A. Jones | |
Name: | Matthew A. Jones | |
Title: | Chief Financial Officer | |
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 September 29, 2009.
| /s/ Richard D. Weber |
| Richard D. Weber |
| Chief Executive Officer |
| /s/ Matthew A. Jones |
| Matthew A. Jones |
Chief Financial Officer (principal financial and accounting officer)
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 Philadelphia, Pennsylvania, on September 29, 2009.
| ATLAS GAS & OIL COMPANY | ||
By: | /s/ Matthew A. Jones | |
Name: | Matthew A. Jones | |
Title: | Chief Financial Officer | |
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 September 29, 2009.
| /s/ Richard D. Weber |
| Richard D. Weber |
| Chairman and Chief Executive Officer |
| /s/ Matthew A. Jones |
| Matthew A. Jones |
Chief Financial Officer (principal financial and accounting officer)
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 Philadelphia, Pennsylvania, on September 29, 2009.
| WESTSIDE PIPELINE COMPANY, LLC | ||
By: | /s/ Matthew A. Jones | |
Name: | Matthew A. Jones | |
Title: | Chief Financial Officer | |
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 September 29, 2009.
| /s/ Richard D. Weber |
| Richard D. Weber |
| Chairman and Chief Executive Officer |
| /s/ Matthew A. Jones |
| Matthew A. Jones |
Chief Financial Officer (principal financial and accounting officer)
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 Moon Township, Pennsylvania, on September 29, 2009.
| AIC, LLC | ||
By: | /s/ Matthew A. Jones | |
Name: | Matthew A. Jones | |
Title: | Chief Financial Officer | |
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 September 29, 2009.
| /s/ Matthew A. Jones |
| Matthew A. Jones |
Chief Financial Officer (principal financial and accounting officer) and as Attorney-in-fact for:
Jonathan Z. Cohen
President and Director
Jeffrey C. Simmons
Director
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 Philadelphia, Pennsylvania, on September 29, 2009.
| ATLAS ENERGY OHIO, LLC | ||
By: | /s/ Matthew A. Jones | |
Name: | Matthew A. Jones | |
Title: | Chief Financial Officer | |
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 September 29, 2009.
| /s/ Matthew A. Jones |
| Matthew A. Jones |
Chief Financial Officer (principal financial and accounting officer) and as Attorney-in-fact for:
Jonathan Z. Cohen
President
Jeffrey C. Simmons
Director
Frank P. Carolas
Vice President and Director
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 Philadelphia, Pennsylvania, on September 29, 2009.
| ATLAS RESOURCES, LLC | ||
By: | /s/ Matthew A. Jones | |
Name: | Matthew A. Jones | |
Title: | Chief Financial Officer | |
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 September 29, 2009.
| /s/ Matthew A. Jones |
| Matthew A. Jones |
| Chief Financial Officer and as Attorney-in-fact for: |
Freddie M. Kotek
Chairman, President and Chief Executive Officer
Jeffrey C. Simmons
Executive Vice President and Director
Frank P. Carolas
Executive Vice President and Director
Sean P. McGrath
Chief Accounting Officer
Richard D. Weber
Director
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 Philadelphia, Pennsylvania, on September 29, 2009.
| ATLAS NOBLE, LLC | ||
By: | /s/ Matthew A. Jones | |
Name: | Matthew A. Jones | |
Title: | Chief Financial Officer | |
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 September 29, 2009.
| /s/ Matthew A. Jones |
| Matthew A. Jones |
Chief Financial Officer (principal financial and accounting officer) and as Attorney-in-fact for:
Jonathan Z. Cohen
Chairman
Richard D. Weber
President
Jeffrey C. Simmons
Executive Vice President and Director
Frank P. Carolas
Executive Vice President and Director
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 Philadelphia, Pennsylvania, on September 29, 2009.
| ATLAS AMERICA, LLC | ||
By: | /s/ Matthew A. Jones | |
Name: | Matthew A. Jones | |
Title: | Chief Financial Officer | |
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 September 29, 2009.
| /s/ Matthew A. Jones |
| Matthew A. Jones |
Chief Financial Officer and Director and as Attorney-in-fact for:
Edward E. Cohen
Chairman
Jonathan Z. Cohen
Vice Chairman
Richard D. Weber
President and Director
Sean P. McGrath
Chief Accounting Officer
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 Philadelphia, Pennsylvania, on September 29, 2009.
| AER PIPELINE CONSTRUCTION, INC. | ||
By: | /s/ Matthew A. Jones | |
Name: | Matthew A. Jones | |
Title: | Chief Financial Officer | |
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 September 29, 2009.
| /s/ Matthew A. Jones |
| Matthew A. Jones |
Chief Financial Officer (principal financial and accounting officer) and as Attorney-in-fact for:
Richard D. Weber
President, Chief Executive Officer and Director
Jeffrey C. Simmons
Vice President and Director
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 Philadelphia, Pennsylvania, on September 29, 2009.
| VIKING RESOURCES, LLC | ||
By: | /s/ Matthew A. Jones | |
Name: | Matthew A. Jones | |
Title: | Chief Financial Officer | |
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 September 29, 2009.
| /s/ Matthew A. Jones |
| Matthew A. Jones |
Chief Financial Officer (principal financial and accounting officer) and as Attorney-in-fact for:
Jonathan Z. Cohen
Chairman (principal executive officer)
Jeffrey C. Simmons
Vice President and Director
Frank P. Carolas
Vice President and Director
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 Philadelphia, Pennsylvania, on September 29, 2009.
| RESOURCE ENERGY, LLC | ||
By: | /s/ Matthew A. Jones | |
Name: | Matthew A. Jones | |
Title: | Chief Financial Officer | |
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 September 29, 2009.
| /s/ Matthew A. Jones |
| Matthew A. Jones |
Chief Financial Officer (principal financial and accounting officer) and as Attorney-in-fact for:
Richard D. Weber
President
Jonathan Z. Cohen
Director
Jeffrey C. Simmons
Vice President and Director
Frank P. Carolas
Vice President and Director
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 Philadelphia, Pennsylvania, on September 29, 2009.
| RESOURCE WELL SERVICES, LLC | ||
By: | /s/ Matthew A. Jones | |
Name: | Matthew A. Jones | |
Title: | Chief Financial Officer | |
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 September 29, 2009.
| /s/ Matthew A. Jones |
| Matthew A. Jones |
Chief Financial Officer (principal financial and accounting officer) and as Attorney-in-fact for:
Jeffrey C. Simmons
President and Director
Frank P. Carolas
Vice President and Director
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 Philadelphia, Pennsylvania, on September 29, 2009.
| REI-NY, LLC | ||
By: | /s/ Matthew A. Jones | |
Name: | Matthew A. Jones | |
Title: | Chief Financial Officer | |
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 September 29, 2009.
| /s/ Matthew A. Jones |
| Matthew A. Jones |
Chief Financial Officer (principal financial and accounting officer) and as Attorney-in-fact for:
Jeffrey C. Simmons
President and Director
Frank P. Carolas
Vice President and Director
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 Philadelphia, Pennsylvania, on September 29, 2009.
| ATLAS ENERGY TENNESSEE, LLC | ||
By: | /s/ Matthew A. Jones | |
Name: | Matthew A. Jones | |
Title: | Chief Financial Officer | |
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 September 29, 2009.
| /s/ Matthew A. Jones |
| Matthew A. Jones |
Chief Financial Officer (principal financial and accounting officer) and as Attorney-in-fact for:
Richard D. Weber
President
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 Philadelphia, Pennsylvania, on September 29, 2009.
| ATLAS ENERGY INDIANA, LLC | ||
By: | /s/ Matthew A. Jones | |
Name: | Matthew A. Jones | |
Title: | Chief Financial Officer | |
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 September 29, 2009.
| /s/ Matthew A. Jones |
| Matthew A. Jones |
Chief Financial Officer (principal financial and accounting officer) and as Attorney-in-fact for:
Richard D. Weber
Chief Executive Officer