0001181431-11-060266.txt : 20111213 0001181431-11-060266.hdr.sgml : 20111213 20111213170811 ACCESSION NUMBER: 0001181431-11-060266 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20111212 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20111213 DATE AS OF CHANGE: 20111213 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Atlas Energy, L.P. CENTRAL INDEX KEY: 0001347218 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION [4922] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32953 FILM NUMBER: 111259115 BUSINESS ADDRESS: STREET 1: 110 W. 7TH, SUITE 2300 CITY: TULSA STATE: OK ZIP: 74119 BUSINESS PHONE: 918-574-3549 MAIL ADDRESS: STREET 1: 110 W. 7TH, SUITE 2300 CITY: TULSA STATE: OK ZIP: 74119 FORMER COMPANY: FORMER CONFORMED NAME: Atlas Pipeline Holdings, L.P. DATE OF NAME CHANGE: 20051219 8-K 1 rrd328117.htm ADDRESS CHANGE 8-K Prepared By R.R. Donnelley Financial -- Form 8-K
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Form 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported):  12/12/2011
 
Atlas Energy, L.P.
(Exact name of registrant as specified in its charter)
 
Commission File Number:  1-32953
 
Delaware
  
43-2094238
(State or other jurisdiction of
  
(IRS Employer
incorporation)
  
Identification No.)
 
Park Place Corporate Center One
1000 Commerce Drive, Suite 400
Pittsburgh, PA 15275
(Address of principal executive offices, including zip code)
 
(412) 489-0006
(Registrant’s telephone number, including area code)
 
Westpointe Corporate Center One
1550 Coraopolis Heights Road
Moon Township, Pennsylvania 15108
(Former name or former address, if changed since last report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[  ]   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ]   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ]   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ]   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 

 
Item 5.03.    Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
 
On December 12, 2011, Atlas Energy, L.P. ("ATLS") and Atlas Energy GP, LLC (the "General Partner") changed their principal office addresses. The Second Amended and Restated Agreement of Limited Partnership of Atlas Energy, L.P. (the "Limited Partnership Agreement") was amended to reflect these address changes. On December 13, 2011, ATLS filed with the Secretary of State of the State of Delaware an amendment to its Certificate of Limited Partnership for the purpose of changing the mailing address of the General Partner. A copy of the amendment to the Limited Partnership Agreement is attached hereto as Exhibit 3.1 and the amendment to the Certificate of Limited Partnership is attached hereto as Exhibit 3.2.
 
 
Item 9.01.    Financial Statements and Exhibits
 
(d) Exhibits

3.1 Amendment No. 2 to Second Amended and Restated Agreement of Limited Partnership of Atlas Energy, L.P.

3.2 Amendment to Certificate of Limited Partnership of Atlas Energy, L.P.

 

 

SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
           
Atlas Energy, L.P.
 
 
Date: December 13, 2011
     
By:
 
/s/    Lisa Washington
               
Lisa Washington
               
Vice President, Chief Legal Officer and Secretary
 
 

 

EXHIBIT INDEX
 
Exhibit No.
  
Description
EX-3.1
  
Amendment No. 2 to Second Amended and Restated Agreement of Limited Partnership of Atlas Energy, L.P.
EX-3.2
  
Amendment to Certificate of Limited Partnership of Atlas Energy, L.P.
EX-3 2 rrd328117_36717.htm AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ATLAS ENERGY, L.P. AMENDMENT NO

AMENDMENT NO. 2

TO

SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP

OF

ATLAS ENERGY, L.P.

THIS AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (this "Amendment"), effective as of December 12, 2011, is entered into by Atlas Energy GP, LLC, a Delaware limited liability company (the "General Partner"), the general partner of Atlas Energy, L.P., a Delaware limited partnership (the "Partnership"). Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to them in the Partnership Agreement (defined below).

WHEREAS, Section 13.1(a) of the Second Amended and Restated Agreement of Limited Partnership of the Partnership dated as of February 17, 2011 and as amended from time to time (the "Partnership Agreement"), provides that the General Partner, without the approval of any Partner, may amend any provision of the Partnership Agreement and execute, swear to, acknowledge, deliver, file and record whatever documents may be required in connection therewith, to reflect a change in the location of the principal place of business of the Partnership; and

WHEREAS, the Board of Directors of the General Partner has determined to change the location of the principal place of business of the Partnership; and

WHEREAS, the General Partner has filed an amendment to the Partnership's Certificate of Limited Partnership with the Secretary of State of the State of Delaware to reflect a change in the principal place of business of the General Partner.

NOW, THEREFORE, it is hereby agreed as follows:

  1. Amendment to Section 2.3. Section 2.3 of the Partnership Agreement is hereby amended to replace the location of the principal office of the Partnership and the address of the General Partner with the following:

    2. Park Place Corporate Center One

    1000 Commerce Drive, 4th Floor

    Pittsburgh, PA 15275-1011

  2. Agreement in Effect. Except as hereby amended, the Partnership Agreement shall remain in full force and effect.
  3. Applicable Law. This Amendment shall be construed in accordance with and governed by the laws of the state of Delaware, without regard to principles of conflicts of laws.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, this Amendment has been executed as of the date first written above.

ATLAS ENERGY, L.P.

By: Atlas Energy GP, LLC, its general partner

By: /s/ Lisa Washington

Name: Lisa Washington

Title: Vice President, Chief Legal Officer and Secretary

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amendment No. 2 to Second Amended and Restated Agreement of Limited Partnership of Atlas Energy, L.P.

 EX-3 3 rrd328117_36718.htm AMENDMENT TO CERTIFICATE OF LIMITED PARTNERSHIP OF ATLAS ENERGY, L.P. STATE OF DELAWARE

STATE OF DELAWARE

AMENDMENT TO THE CERTIFICATE OF

LIMITED PARTNERSHIP

OF

ATLAS ENERGY, L.P.

 

 

The undersigned, desiring to amend the Certificate of Limited Partnership, as amended, pursuant to the provisions of Section 17-202 of the Revised Uniform Limited Partnership Act of the State of Delaware, does hereby certify as follows:

1. The name of the Limited Partnership is: Atlas Energy, L.P.

2. Article 3 of the Certificate of Limited Partnership, as amended, shall be amended as follows:

3. The name and mailing address of the sole general partner are as follows:

Atlas Energy GP, LLC

Park Place Corporate Center One

1000 Commerce Drive, 4th Floor

Pittsburgh, PA  15275-1011

 

IN WITNESS WHEREOF, the undersigned executed this Amendment to the Certificate of Limited Partnership on this 12th day of December, 2011.

 

ATLAS ENERGY, L.P.

By: Atlas Energy GP, LLC, its general partner

By: /s/ Lisa Washington

Name: Lisa Washington

Title: Vice President, Chief Legal Officer and Secretary