-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, K2Jg/YfEkN12Jc3oC/aegq6So12jUtmPrhJqQZC42LwPnz+JABC5KbiP4KNOwvfB P0h3bmvc9oQu2FY1PKcNxQ== 0000919574-08-000344.txt : 20080201 0000919574-08-000344.hdr.sgml : 20080201 20080201090946 ACCESSION NUMBER: 0000919574-08-000344 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080201 DATE AS OF CHANGE: 20080201 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Atlas Energy Resources, LLC CENTRAL INDEX KEY: 0001368802 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 753218520 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-82294 FILM NUMBER: 08566151 BUSINESS ADDRESS: STREET 1: WESTPOINTE CORPORATE CENTER ONE STREET 2: 1550 CORAOPOLIS HEIGHTS RD. 2ND. FLOOR CITY: MOON TOWNSHIP STATE: PA ZIP: 15108 BUSINESS PHONE: 412-262-2830 MAIL ADDRESS: STREET 1: WESTPOINTE CORPORATE CENTER ONE STREET 2: 1550 CORAOPOLIS HEIGHTS RD. 2ND. FLOOR CITY: MOON TOWNSHIP STATE: PA ZIP: 15108 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: COBALT CAPITAL MANAGEMENT INC CENTRAL INDEX KEY: 0001086762 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 237 PARK AVENUE STREET 2: SUITE 900 CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-303-3775 MAIL ADDRESS: STREET 1: 237 PARK AVENUE STREET 2: SUITE 900 CITY: NEW YORK STATE: NY ZIP: 10017 SC 13G 1 d851092_13-g.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. ) Atlas Energy Resources, LLC - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 049303100 - -------------------------------------------------------------------------------- (CUSIP Number) December 18, 2006 - -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [_] Rule 13d-1(b) [x] Rule 13d-1(c) [_] Rule 13d-1(d) CUSIP No. 049303100 --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Cobalt Capital Management, Inc.(1) 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 3,049,630 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 3,049,630 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,049,630 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [_] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.02%(2) 12. TYPE OF REPORTING PERSON* CO - ---------- (1) The securities reported herein are held by Cobalt Offshore Fund Limited, Cobalt Partners, L.P., Cobalt Partners II, L.P. and other separately managed accounts. (2) Based on 44,007,547 common units outstanding as of 10/3/07, as reported on Form DEF14C dated 10/19/07 and 16,702,827 common units issued on November 10, 2007 upon conversion of Class D units. CUSIP No. 049303100 --------------------- Item 1(a). Name of Issuer: Atlas Energy Resources, LLC -------------------------------------------------------------------- Item 1(b). Address of Issuer's Principal Executive Offices: Westpointe Corporate Center 1550 Coraopolis Heights Road, 2nd FL Moon Township, PA 15108 -------------------------------------------------------------------- Item 2(a)-(c). Name, Principal Business Address and Citizen of Person Filing: Cobalt Capital Management, Inc. 237 Park Avenue Suite 900 New York, New York 10012 Delaware -------------------------------------------------------------------- Item 2(d). Title of Class of Securities: Common Units -------------------------------------------------------------------- Item 2(e). CUSIP Number: 049303100 -------------------------------------------------------------------- Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: (a) [_] Broker or dealer registered under Section 15 of the Exchange Act. (b) [_] Bank as defined in Section 3(a)(6) of the Exchange Act. (c) [_] Insurance company as defined in Section 3(a)(19) of the Exchange Act. (d) [_] Investment company registered under Section 8 of the Investment Company Act. (e) [_] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); (f) [_] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); (g) [_] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); (h) [_] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; (i) [_] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; (j) [_] Group, in accordance with Rule 13d-1(b)(1)(ii)(J). Item 4. Ownership. Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. (a) Amount beneficially owned: 3,049,630 ----------------------------------------------------------------------- (b) Percent of class: 5.02%(3) ----------------------------------------------------------------------- - ---------- (3) Based on 44,007,547 common units outstanding as of 10/3/07, as reported on Form DEF14C dated 10/19/07 and 16,702,827 common units issued on November 10, 2007 upon conversion of Class D units. (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote 0 --------------, (ii) Shared power to vote or to direct the vote 3,049,630 --------------, (iii) Sole power to dispose or to direct the disposition of 0 --------------, (iv) Shared power to dispose or to direct the disposition of 3,049,630 --------------. Item 5. Ownership of Five Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities check the following [ ]. N/A ----------------------------------------------------------------------- Item 6. Ownership of More Than Five Percent on Behalf of Another Person. If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. N/A ----------------------------------------------------------------------- Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. If a parent holding company or Control person has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company or control person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. N/A ----------------------------------------------------------------------- Item 8. Identification and Classification of Members of the Group. If a group has filed this schedule pursuant to s.240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to s.240.13d-1(c) or s.240.13d-1(d), attach an exhibit stating the identity of each member of the group. N/A ----------------------------------------------------------------------- Item 9. Notice of Dissolution of Group. Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5. N/A ----------------------------------------------------------------------- Item 10. Certifications. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect. SIGNATURE 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. January 31, 2008 ---------------------------------------- (Date) COBALT CAPITAL MANAGEMENT, INC. By: /s/ Wayne Cooperman ---------------------------------------- Title: President SK 01181 0005 851092 -----END PRIVACY-ENHANCED MESSAGE-----