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): ~~December~~ 7February 3, ~~2010~~2011

Commission file number 1-32169

ATLAS ENERGY, INC.

(Exact name of registrant as specified in its charter)

Delaware

51-0404430

(State of incorporation

or organization)

(I.R.S. Employer

Identification No.)

Westpointe Corporate Center One, 1550 Coraopolis Heights Road, Moon Township, Pennsylvania 15108

(Address of principal executive offices) (Zip code)

Registrant’s telephone number, including area code: (412) 262-2830

(Former name or former address, if changed since last report)

Check the appropriate box 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) x Soliciting material pursuant to Rule 14a-12 under the Exchange Act (127 CFR 240.14a-12) ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (27 CFR 240.14d-2 (b)) ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (27 CFR 240.13e-4(c))

xItem ~~Soliciting~~8.01. ~~material~~Other ~~pursuant to Rule 14a-12 under the Exchange Act (127 CFR 240~~Events.~~14a-12)~~

¨This ~~Pre~~Current Report on Form 8-~~commencement~~K ~~communications~~is being filed pursuant to ~~Rule~~a ~~14d-2~~memorandum of understanding (bthe “Settlement Understanding”) ~~under~~regarding the ~~Exchange~~settlement ~~Act~~of certain litigation relating to the Agreement and Plan of Merger (27the ~~CFR~~“Merger Agreement”), ~~240~~by and among Atlas Energy, Inc.~~14d-2~~, a Delaware corporation (b“Atlas Energy”), Chevron Corporation, a Delaware corporation (“Chevron”), and Arkhan Corporation, a Delaware corporation and an indirect wholly owned subsidiary of Chevron (“Merger Sub”), pursuant to which, among other things, subject to the terms and conditions thereof, Merger Sub will merge with Atlas Energy and Atlas Energy will become a wholly owned subsidiary of Chevron (the “Merger”).

¨As ~~Pre-commencement~~previously ~~communications~~disclosed ~~pursuant~~on topages ~~Rule~~18-19 ~~13e~~and 61-462 of the definitive proxy statement/information statement on Schedule 14A (cthe “Proxy Statement”) ~~under~~filed with the U.S. Securities and Exchange ~~Act~~Commission by Atlas Energy on January 11, 2011, as supplemented on February 1, 2011, the Merger is the subject matter of litigation filed in the Delaware Court of Chancery (27the ~~CFR~~“Court”) ~~240~~purportedly on behalf of a class of all Atlas Energy public stockholders (as defined therein) entitled In re Atlas Energy, Inc.~~13e~~ Shareholders Litigation, C.A. No. 5990-4VCL (cthe “Delaware Action”). On February 3, 2011, Atlas Energy, Chevron, Merger Sub and the other defendants in the Delaware Action entered into the Settlement Understanding with the plaintiffs in the Delaware Action. The Settlement Understanding outlines the terms of the parties’ agreement in principle to settle, dismiss and release all claims which were or could have been asserted in the Delaware Action, and is subject to approval by the Court. The Settlement Understanding contemplates, among other things, that Atlas Energy or its successor(s) will:

~~Item~~• 1after the consummation of the Merger and after the order approving the settlement becomes final, pay to each holder of record of issued and outstanding shares of Atlas Energy common stock as of immediately prior to the effective time of the Merger (other than shares owned by Chevron, Merger Sub or any other direct or indirect wholly owned subsidiary of Chevron) a cash payment of $0.0110 for each such share, excluding certain stockholders who are directors of Atlas Energy and their immediate family members and affiliates. ~~Entry~~The ~~Into~~Settlement aUnderstanding ~~Material~~further ~~Definitive~~provides ~~Agreement~~that the $0.10 payment will not be reduced due to the payment of any fees or expenses to plaintiffs’ counsel and that the payment of any such fees and expenses shall be the responsibility of Atlas Energy or its successor(s);

On• ~~December~~provide 7,prompt ~~2010,~~notification ~~Atlas~~to ~~Energy,~~counsel ~~Inc.~~for ~~(“Atlas~~the ~~Energy”)~~plaintiffs, ~~Chevron~~subject ~~Corporation~~to ~~(“Chevron”),~~the ~~and~~terms ~~Arkhan Corporation, an indirect wholly owned subsidiary~~ of ~~Chevron~~the ~~(“Merger~~Stipulation ~~Sub”),~~and ~~entered~~Order ~~into~~Governing ~~Amendment No. 1 (~~the ~~“Amendment”)~~Production toand ~~the~~Exchange ~~Agreement~~of ~~and~~Confidential ~~Plan~~Information ofentered ~~Merger~~in (the ~~“Merger~~Delaware ~~Agreement”)~~Action, ~~dated as~~ of ~~November~~any 8,competing ~~2010,~~bids byto ~~and~~acquire ~~among~~ Atlas Energy, ~~Chevron~~received ~~and~~from ~~Merger~~third ~~Sub. Pursuant~~parties prior to the ~~Merger~~meeting ~~Agreement,~~of ~~among~~Atlas ~~other~~Energy ~~things,~~stockholders ~~subject~~ to ~~the~~consider ~~terms~~ and ~~conditions~~vote ~~thereof,~~upon ~~Merger~~the ~~Sub~~adoption ~~will~~of ~~merge~~the ~~with~~Merger ~~Atlas~~Agreement ~~Energy~~scheduled ~~and~~for ~~Atlas~~February ~~Energy~~16, ~~will~~2011; ~~become an indirect wholly owned subsidiary of Chevron (the “Merger”).~~and

~~Pursuant~~• agree to ~~the~~promptly ~~Merger Agreement~~file, atas ~~the~~part ~~effective~~of ~~time~~this ofCurrent ~~the~~Report ~~Merger,~~on ~~shares~~Form of8-K, ~~Atlas~~the ~~Energy~~Settlement ~~common~~Understanding ~~stock~~and ~~will~~the beexhibits ~~converted~~thereto, ~~into~~including ~~the~~certain ~~right~~paragraphs toexcerpted ~~receive~~from ~~$38.25~~plaintiffs’ brief in ~~cash~~support ~~(the~~of ~~“Merger~~their ~~Consideration”). In~~preliminary ~~addition,~~injunction ~~immediately~~motion ~~prior~~regarding to the ~~Merger,~~supply-side ~~holders~~market ofrisk ~~Atlas~~premium ~~Energy~~and, ~~common~~as ~~stock~~derived ~~will~~therefrom, ~~receive~~the arelated ~~pro~~weighted ~~rata~~average ~~distribution~~cost of ~~all~~capital, ~~common~~discount ~~units~~rate ofand ~~Atlas~~fairness ~~Pipeline Holdings~~range, ~~L.P.~~as ~~(“AHD”)~~set ~~that~~forth ~~are owned~~ by ~~Atlas~~the ~~Energy~~plaintiffs ~~(the~~in ~~“AHD~~their ~~Distribution”)~~brief.

~~The~~In ~~Amendment~~connection ~~makes~~with ~~certain technical changes to~~ the ~~provisions~~litigation, ofAtlas ~~the~~Energy ~~Merger~~also ~~Agreement~~agreed ~~relating~~ to ~~the~~set ~~adjustment~~forth ofin ~~Atlas~~this ~~Energy~~Current ~~stock~~Report ~~options~~on ~~and~~Form ~~other~~8-K ~~equity~~certain ~~awards~~information ~~to account for~~ regarding the ~~value~~ownership ofby ~~AHD~~Edward ~~common~~E. ~~units~~Cohen ~~distributed~~and inJonathan ~~the AHD Distribution~~Z. ~~The~~ ~~Amendment~~Cohen ~~also~~of ~~provides~~securities ~~that all shares~~ of Atlas Energy, ~~common stock owned by~~ Atlas ~~Energy~~Pipeline orHoldings, ~~its~~L.P. ~~wholly~~and ~~owned~~Atlas ~~subsidiaries~~Pipeline ~~will be retired prior to the record time for the AHD Distribution~~Partners, ~~and that such retired shares will not entitle the holder thereof to receive the Merger Consideration or any AHD common units in the AHD Distribution~~L.P.

~~The~~Holdings ~~foregoing summary~~ of ~~the~~Atlas ~~Amendment does not purport to be complete and is subject to~~Energy, ~~and~~Inc. ~~qualified~~Common inStock ~~its~~as ~~entirety by, the full text~~ of ~~the Amendment~~November 8, ~~which~~2010 ~~is filed as Exhibit 2.1 and is incorporated herein by reference.~~

Item 9.01. Financial Statements and Exhibits.


	Amount and Nature of Beneficial Ownership⁽¹⁾		Additional Shares of Atlas Energy Common Stock Underlying Equity Awards⁽²⁾		Percent of Class ⁽³⁾
Edward E. Cohen		3,967,770		1,065,059		6.23	%
Jonathan Z. Cohen		2,342,613		669,847		3.77	%

~~(a) Not~~Holdings ~~applicable~~of Common Units of Atlas Pipeline Holdings, L.P. as of November 8, 2010

(b) Not applicable.


	Amount and Nature of Beneficial Ownership⁽¹⁾		Additional Common Units Underlying Equity Awards⁽²⁾		Percent of Class⁽³⁾
Edward E. Cohen		590,000		0		2.09	%
Jonathan Z. Cohen		246,000		0		0.88	%

~~(c) Not~~Holdings ~~applicable~~of Common Units of Atlas Pipeline Partners, L.P. as of November 8, 2010

(d) Exhibits.


	Amount and Nature of Beneficial Ownership⁽¹⁾		Additional Common Units Underlying Equity Awards⁽²⁾		Percent of Class⁽³⁾
Edward E. Cohen		89,200		0		0.17	%
Jonathan Z. Cohen		53,477		0		0.10	%

Exhibit No.		Description
2.1		Amendment No. 1 to Agreement and Plan of Merger, by and among Chevron Corporation, Arkhan Corporation, and Atlas Energy Inc., dated December 7, 2010.

(1)	Calculated in accordance with Rule 13d-3 promulgated under the Securities Exchange Act of 1934.

~~* * *~~(2) Includes securities underlying equity awards with a vesting date more than sixty days from the date presented.

2(3) Assumes that all shares or common units, as applicable, underlying the equity awards listed in the second and third columns are issued and outstanding.

~~Important~~2 ~~Additional Information About this Transaction~~

~~Atlas~~The ~~Energy~~foregoing ~~intends~~description toof ~~file a proxy statement with~~ the ~~U.S.~~Settlement ~~Securities~~Understanding ~~and~~is ~~Exchange~~qualified ~~Commission~~ in ~~connection~~its ~~with~~entirety ~~the~~by ~~proposed~~reference ~~merger of Atlas Energy and a wholly owned subsidiary of Chevron Corporation. Stockholders of Atlas Energy are urged~~ to ~~read~~ the Settlement ~~proxy statement when it becomes available~~Understanding, ~~because~~which itis ~~will~~filed ~~contain~~as ~~important~~Exhibit ~~information~~99. ~~Stockholders~~1 ~~will be able~~ to ~~obtain~~this aCurrent ~~free~~Report ~~copy~~on ofForm ~~the~~8-K ~~proxy statement, as well as other filings containing information about Atlas Energy~~ and ~~the~~is ~~merger,~~incorporated ~~when~~herein available, without charge, at the U.S. Securities and Exchange Commission’s Internet site (www.sec.gov). In addition, copies of the proxy statement and other filings containing information about Atlas Energy and the proposed merger can be obtained, when available without charge, by directing a request to Atlas Energy, Attention: Investor Relations, Westpointe Corporate Center One, 1550 Coraopolis Heights Road, 2nd Floor, Moon Township, PA 15108, by phone at (412) 262-2830, or on Atlas Energy’s Internet site at wwwreference.~~atlasenergy.com.~~

~~Atlas~~Item Energy and its directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies from Atlas Energy stockholders in respect of the proposed merger9. ~~In addition, because Atlas Energy controls the general partnership interest in AHD, which itself controls the general partnership interest in Atlas Pipeline Partners, L~~01.P. ~~(“APL”),~~Financial ~~directors~~Statements and executive officers and other members of management and employees of AHD, APL and their respective general partner may be deemed to be participants in the solicitation of proxies from Atlas Energy stockholders in respect of the proposed mergerExhibits. You can find information about Atlas Energy’s executive officers and directors in Atlas Energy’s definitive annual proxy statement filed with the SEC on April 13, 2010, information about the executive officers and directors of the general partner of AHD in the annual report on Form 10-K for AHD filed with the SEC on March 5, 2010, and information about the executive officers and directors of the general partner of APL in the annual report on Form 10-K for APL filed with the SEC on March 5, 2010. You can obtain free copies of Atlas Energy’s annual proxy statement, and Atlas Energy’s proxy statement in connection with the merger (when it becomes available), by contacting Atlas Energy’s investor relations department. You can obtain free copies of AHD’s annual report and APL’s annual report by contacting the investor relations department of AHD and APL, respectively. Additional information regarding the interests of such potential participants will be included in the proxy statement and the other relevant documents filed with the SEC when they become available.

This document shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of (a) ~~prospectus~~Not ~~meeting the requirements of Section 10 of the U~~applicable.~~S. Securities Act of 1933, as amended.~~

3(b) Not applicable.

~~SIGNATURES~~(c) Not applicable.

~~Pursuant~~(d) ~~to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized~~Exhibits.

4* * *

~~EXHIBIT~~Important ~~INDEX~~Additional Information About this Transaction

Exhibit No.		Description
2.1		Amendment No. 1 to Agreement and Plan of Merger, by and among Chevron Corporation, Arkhan Corporation, and Atlas Energy Inc., dated December 7, 2010.

Atlas Energy has filed a proxy statement/information statement with the U.S. Securities and Exchange Commission in connection with the proposed merger of Atlas Energy and a wholly owned subsidiary of Chevron. Stockholders of Atlas Energy are urged to read the proxy statement/information statement, because it contains important information. Stockholders may obtain a free copy of the proxy statement/information statement, as well as other filings containing information about Atlas Energy and the merger without charge, at the U.S. Securities and Exchange Commission’s Internet site (www.sec.gov). In addition, copies of the proxy statement/information statement and other filings containing information about Atlas Energy and the proposed merger can be obtained without charge, by directing a request to Atlas Energy, Attention: Investor Relations, Westpointe Corporate Center One, 1550 Coraopolis Heights Road, 2nd Floor, Moon Township, PA 15108, by telephone at (412) 262-2830 or on Atlas Energy’s Internet site at www.atlasenergy.com.

5Atlas Energy and its directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies from Atlas Energy stockholders in respect of the proposed merger. In addition, because Atlas Energy controls the general partnership interest in Atlas Pipeline Holdings, L.P. (“AHD”), which itself controls the general partnership interest in Atlas Pipeline Partners, L.P. (“APL”), directors and executive officers and other members of management and employees of AHD, APL and their respective general partner may be deemed to be participants in the solicitation of proxies from Atlas Energy stockholders in respect of the proposed merger. You can find information about Atlas Energy’s executive officers and directors in Atlas Energy’s definitive annual proxy statement filed with the SEC on April 13, 2010, information about the executive officers and directors of the general

partner of AHD in the annual report on Form 10-K for AHD filed with the SEC on March 5, 2010 and information about the executive officers and directors of the general partner of APL in the annual report on Form 10-K for APL filed with the SEC on March 5, 2010. Additional information regarding the interests of such potential participants is included in the proxy statement/information statement in connection with the proposed merger and the other relevant documents filed with the SEC. You can obtain free copies of Atlas Energy’s annual proxy statement and Atlas Energy’s proxy statement/information statement in connection with the proposed merger by contacting Atlas Energy’s investor relations department. You can obtain free copies of AHD’s annual report and APL’s annual report by contacting the investor relations department of AHD and APL, respectively.

This document shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.


	ATLAS ENERGY, INC.

Date: February 7, 2011	By:	/s/ Lisa Washington

	Name:	Lisa Washington
	Title:	Chief Legal Officer and Secretary

EXHIBIT INDEX


Exhibit No.		Description

99.1		Memorandum of Understanding, dated as of February 3, 2011, among the parties in the action pending before the Court of Chancery of the State of Delaware entitled In re Atlas Energy, Inc. Shareholders Litigation, C.A. No. 5990-VCL.

ATLAS ENERGY, INC.

Exhibit No.

Description

Date: December 8, 2010

/s/ Jonathan Z. Cohen

Memorandum of Understanding, dated as of February 3, 2011, among the parties in the action pending before the Court of Chancery of the State of Delaware entitled In re Atlas Energy, Inc. Shareholders Litigation, C.A. No. 5990-VCL.

Jonathan Z. Cohen

Vice Chairman

Filing Compare · ARKHAN Corp