0001144204-12-066776.txt : 20121206 0001144204-12-066776.hdr.sgml : 20121206 20121206163725 ACCESSION NUMBER: 0001144204-12-066776 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20121206 DATE AS OF CHANGE: 20121206 GROUP MEMBERS: CHAI TRUST COMPANY, LLC GROUP MEMBERS: EGI INVESTMENT MANAGER, L.L.C. GROUP MEMBERS: SZ INVESTMENTS, L.L.C. GROUP MEMBERS: ZELL CREDIT OPPORTUNITIES (GENPAR), L.L.C. GROUP MEMBERS: ZELL CREDIT OPPORTUNITIES SIDE FUND, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DUNE ENERGY INC CENTRAL INDEX KEY: 0001092839 STANDARD INDUSTRIAL CLASSIFICATION: OIL, GAS FIELD SERVICES, NBC [1389] IRS NUMBER: 954737507 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-79881 FILM NUMBER: 121247092 BUSINESS ADDRESS: STREET 1: TWO SHELL PLAZA STREET 2: 777 WALKER STREET SUITE 2300 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 7132296300 MAIL ADDRESS: STREET 1: TWO SHELL PLAZA STREET 2: 777 WALKER STREET SUITE 2300 CITY: HOUSTON STATE: TX ZIP: 77002 FORMER COMPANY: FORMER CONFORMED NAME: IP FACTORY INC DATE OF NAME CHANGE: 19990809 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Zell Credit Opportunities Master Fund, L.P. CENTRAL INDEX KEY: 0001469407 IRS NUMBER: 264591005 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 2 NORTH RIVERSIDE PLAZA STREET 2: SUITE 600 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 312-466-3301 MAIL ADDRESS: STREET 1: 2 NORTH RIVERSIDE PLAZA STREET 2: SUITE 600 CITY: CHICAGO STATE: IL ZIP: 60606 SC 13D/A 1 v787306_sc13da.htm SC 13D/A

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

DUNE ENERGY, INC.

 

(Name of Issuer)

 

Common Stock, par value $0.001 per share

 

(Title of Class of Securities)

 

265338707

 

(CUSIP Number)

 

Jonathan D. Wasserman

Equity Group Investments

2 North Riverside Plaza, Suite 600

Chicago, Illinois 60606

312-466-3505

 

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

December 5, 2012

 

(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. ¨

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

 

* The remainder of this cover page shall be filled out for a reporting person’s 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).

 

 
 

  

CUSIP No. 265338707 Schedule 13D Page 2 of 11

 

   
1. Names of Reporting Persons.
   
Zell Credit Opportunities Side Fund, L.P.
   
2. Check the Appropriate Box if a Member of a Group (See Instructions)
  (a) x
  (b) ¨
   
3. SEC Use Only
   
4. Source of Funds (See Instructions)
OO
   
5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ¨
   
6. Citizenship or Place of Organization
Delaware
 

NUMBER OF 7. Sole Voting Power – 0
SHARES    
BENEFICIALLY 8.  Shared Voting Power – 2,523,526
OWNED BY    
EACH 9.  Sole Dispositive Power – 0
REPORTING    
PERSON 10. Shared Dispositive Power – 2,523,526
WITH    

   
11. Aggregate Amount Beneficially Owned by Each Reporting Person
2,523,526
   
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
  (See Instructions) ¨
   
13. Percent of Class Represented by Amount in Row (11)
6.4% (1)
   
14. Type of Reporting Person (See Instructions)
PN  
   

 

(1) Based on 39,614,710 shares of Common Stock outstanding as of November 2, 2012, as reported in the Quarterly Report on Form 10-Q of the Issuer for the quarterly period ended September 30, 2012.

 

 
 

 

CUSIP No. 265338707 Schedule 13D Page 3 of 11

 

   
1. Names of Reporting Persons.
   
Zell Credit Opportunities Master Fund, L.P.
   
2. Check the Appropriate Box if a Member of a Group (See Instructions)
  (a) ¨
  (b) ¨
   
3. SEC Use Only
   
4. Source of Funds (See Instructions)
OO
   
5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ¨
   
6. Citizenship or Place of Organization
Delaware
 

NUMBER OF 7. Sole Voting Power – 0
SHARES    
BENEFICIALLY 8.  Shared Voting Power – 0
OWNED BY    
EACH 9.  Sole Dispositive Power – 0
REPORTING    
PERSON 10. Shared Dispositive Power – 0
WITH    

   
11. Aggregate Amount Beneficially Owned by Each Reporting Person
0
   
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
  (See Instructions) ¨
   
13. Percent of Class Represented by Amount in Row (11)
0.0% (1)
   
14. Type of Reporting Person (See Instructions)
PN  
   

 

(1) Based on 39,614,710 shares of Common Stock outstanding as of November 2, 2012, as reported in the Quarterly Report on Form 10-Q of the Issuer for the quarterly period ended September 30, 2012.

 

 
 

 

CUSIP No. 265338707 Schedule 13D Page 4 of 11

 

   
1. Names of Reporting Persons.
   
Zell Credit Opportunities (GenPar), L.L.C.
   
2. Check the Appropriate Box if a Member of a Group (See Instructions)
  (a) ¨
  (b) ¨
   
3. SEC Use Only
   
4. Source of Funds (See Instructions)
OO
   
5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ¨
   
6. Citizenship or Place of Organization
Delaware
 

NUMBER OF 7. Sole Voting Power – 0
SHARES    
BENEFICIALLY 8.  Shared Voting Power – 0
OWNED BY    
EACH 9.  Sole Dispositive Power – 0
REPORTING    
PERSON 10. Shared Dispositive Power – 0
WITH    

   
11. Aggregate Amount Beneficially Owned by Each Reporting Person
0
   
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
  (See Instructions) ¨
   
13. Percent of Class Represented by Amount in Row (11)
0.0% (1)
   
14. Type of Reporting Person (See Instructions)
OO – limited liability company
   

 

(1) Based on 39,614,710 shares of Common Stock outstanding as of November 2, 2012, as reported in the Quarterly Report on Form 10-Q of the Issuer for the quarterly period ended September 30, 2012.

 

 
 

 

CUSIP No. 265338707 Schedule 13D Page 5 of 11

 

   
1. Names of Reporting Persons.
   
EGI Investment Manager, L.L.C.
   
2. Check the Appropriate Box if a Member of a Group (See Instructions)
  (a) ¨
  (b) ¨
   
3. SEC Use Only
   
4. Source of Funds (See Instructions)
OO
   
5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ¨
   
6. Citizenship or Place of Organization
Delaware
 

NUMBER OF 7. Sole Voting Power – 0
SHARES    
BENEFICIALLY 8.  Shared Voting Power – 0
OWNED BY    
EACH 9.  Sole Dispositive Power – 0
REPORTING    
PERSON 10. Shared Dispositive Power – 0
WITH    

   
11. Aggregate Amount Beneficially Owned by Each Reporting Person
0
   
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
  (See Instructions) ¨
   
13. Percent of Class Represented by Amount in Row (11)
0.0% (1)
   
14. Type of Reporting Person (See Instructions)
OO – limited liability company
   

 

(1) Based on 39,614,710 shares of Common Stock outstanding as of November 2, 2012, as reported in the Quarterly Report on Form 10-Q of the Issuer for the quarterly period ended September 30, 2012.

 

 
 

 

CUSIP No. 265338707 Schedule 13D Page 6 of 11

 

   
1. Names of Reporting Persons.
   
SZ Investments, L.L.C.
   
2. Check the Appropriate Box if a Member of a Group (See Instructions)
  (a) ¨
  (b) ¨
   
3. SEC Use Only
   
4. Source of Funds (See Instructions)
OO
   
5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ¨
   
6. Citizenship or Place of Organization
Delaware
 

NUMBER OF 7. Sole Voting Power – 0
SHARES    
BENEFICIALLY 8.  Shared Voting Power – 0
OWNED BY    
EACH 9.  Sole Dispositive Power – 0
REPORTING    
PERSON 10. Shared Dispositive Power – 0
WITH    

   
11. Aggregate Amount Beneficially Owned by Each Reporting Person
0
   
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
  (See Instructions) ¨
   
13. Percent of Class Represented by Amount in Row (11)
0.0% (1)
   
14. Type of Reporting Person (See Instructions)
OO – limited liability company
   

 

(1) Based on 39,614,710 shares of Common Stock outstanding as of November 2, 2012, as reported in the Quarterly Report on Form 10-Q of the Issuer for the quarterly period ended September 30, 2012.

 

 
 

 

CUSIP No. 265338707 Schedule 13D Page 7 of 11

 

   
1. Names of Reporting Persons.
   
Chai Trust Company, LLC
   
2. Check the Appropriate Box if a Member of a Group (See Instructions)
  (a) x
  (b) ¨
   
3. SEC Use Only
   
4. Source of Funds (See Instructions)
OO
   
5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ¨
   
6. Citizenship or Place of Organization
Illinois
 

NUMBER OF 7. Sole Voting Power – 0
SHARES    
BENEFICIALLY 8.  Shared Voting Power – 2,523,526
OWNED BY    
EACH 9.  Sole Dispositive Power – 0
REPORTING    
PERSON 10. Shared Dispositive Power – 2,523,526
WITH    

   
11. Aggregate Amount Beneficially Owned by Each Reporting Person
2,523,526
   
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
  (See Instructions) ¨
   
13. Percent of Class Represented by Amount in Row (11)
6.4% (1)
   
14. Type of Reporting Person (See Instructions)
OO – limited liability company
   

 

(1) Based on 39,614,710 shares of Common Stock outstanding as of November 2, 2012, as reported in the Quarterly Report on Form 10-Q of the Issuer for the quarterly period ended September 30, 2012.

 

 
 

 

CUSIP No. 265338707 Schedule 13D Page 8 of 11

 

ITEM 1.           Security and Issuer.

 

This Amendment No. 1 to Schedule 13D (this “Amendment”) relates to the common stock, par value $0.001 per share (the “Common Stock”), of Dune Energy, Inc., a Delaware corporation (the “Issuer”), and amends and supplements the Schedule 13D originally filed on January 3, 2012 with respect to the Common Stock of the Issuer by Zell Credit Opportunities Master Fund, L.P., a Delaware limited partnership (“ZCOF”), and certain other reporting persons (such original Schedule 13D, the “Schedule 13D,” and the Schedule 13D, as amended and supplemented by this Amendment, this “Statement”). This Statement also constitutes an initial Schedule 13D filing by Zell Credit Opportunities Side Fund, L.P., a Delaware limited partnership (“Side Fund”), with respect to the Common Stock of the Issuer. The Issuer’s principal executive office is located at Two Shell Plaza, 777 Walker Street, Suite 2300, Houston, Texas 77002.

 

Item 1 of the Schedule 13D is hereby amended and supplemented by the inclusion of the information in the immediately-preceding paragraph.

 

ITEM 2.           Identity and Background.

 

Item 2 of the Schedule 13D is hereby amended and restated in its entirety as follows:

 

(a-c) This Statement is being filed on behalf of ZCOF; Side Fund; Zell Credit Opportunities (GenPar), L.L.C., a Delaware limited liability company (“GP”); EGI Investment Manager, L.L.C., a Delaware limited liability company (“Manager”); SZ Investments, L.L.C., a Delaware limited liability company (“SZI”); and Chai Trust Company, LLC, an Illinois limited liability company (“Chai Trust”). ZCOF, Side Fund, GP, Manager, SZI and Chai Trust are sometimes collectively referred to herein as the “Reporting Persons”.

 

On March 30, 2012, GP was replaced as general partner of ZCOF by Chai Trust, and Manager was replaced as investment manager of ZCOF by Chai Trust (such replacements, the “GP/Investment Manager Replacements”).

 

ZCOF is a limited partnership and has no officers. Side Fund is a limited partnership and has no officers. Chai Trust is the general partner and investment manager of ZCOF and Side Fund. The manager of SZI is Chai Trust. SZI and Manager are indirectly owned by various trusts established for the benefit of Samuel Zell and his family (the “Trusts”). The trustee of each of the Trusts is Chai Trust.

 

The officers and managing directors of Chai Trust are as follows:

 

Donald J. Liebentritt President and a Senior Managing Director of Chai Trust; Chief Restructuring Officer of Tribune Company
Kellie Zell Senior Managing Director of Chai Trust.  Ms. Zell also works as a homemaker
JoAnn Zell Senior Managing Director of Chai Trust. Mrs. Zell is a physician
Matthew Zell Senior Managing Director of Chai Trust and a Managing Director of the Equity Group Investments division of Chai Trust (“EGI”)
Robert M. Levin Senior Trust Officer and a Senior Managing Director of Chai Trust. Mr. Levin is also a partner in the law firm Levin & Schreder Ltd., whose business address is 120 North LaSalle Street, Suite 3800, Chicago, Illinois 60602
James Bunegar Vice President, Chief Operating Officer, Assistant Trust Officer and Treasurer of Chai Trust. Mr. Bunegar is also the Vice President - Taxes of EGI

 

 
 

 

CUSIP No. 265338707 Schedule 13D Page 9 of 11

 

Philip Tinkler Chief Financial Officer of Chai Trust. Mr. Tinkler is Chief Financial Officer and Chief Operating Officer of EGI
Jon Wasserman Senior Managing Director of Chai Trust. Mr. Wasserman is Chief Legal Officer of EGI

 

The officers of SZI are as follows:

 

Samuel Zell President; Chairman and Chief Executive Officer of EGI
William Pate Vice President; President and Chief Investment Officer of EGI
Philip Tinkler Vice President; Vice President, Chief Financial Officer and Chief Operating Officer of EGI; Chief Financial Officer of Chai Trust
Jon Wasserman Vice President; Chief Legal Officer of EGI; Senior Managing Director of Chai Trust

 

The officers of each of GP and Manager are as follows:

 

Samuel Zell President; Chairman and Chief Executive Officer of EGI
William Pate Vice President; Vice President; President and Chief Investment Officer of EGI
Philip Tinkler Vice President; Chief Financial Officer and Chief Operating Officer of EGI; Chief Financial Officer of Chai Trust
Jon Wasserman Vice President; Chief Legal Officer of EGI; Senior Managing Director of Chai Trust

 

The officers and managing directors of Chai Trust and the officers of SZI, GP and Manager are referred to herein as the “Additional Persons.”

 

The business address of each Reporting Person and each Additional Person is Two North Riverside Plaza, Suite 600, Chicago, Illinois 60606.

 

(d) and (e) No Reporting Person and, to the best knowledge of each Reporting Person, none of the Additional Persons has, during the last five years, (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been 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 activities subject to federal or state securities laws or finding any violation with respect to such laws.

 

(f) Chai Trust is organized under the laws of the state of Illinois, and each of the other Reporting Persons is organized under the laws of the state of Delaware. Each of the Additional Persons is a United States citizen.

 

ITEM 3.           Source and Amount of Funds or Other Consideration.

 

Item 3 of the Schedule 13D is hereby amended and supplemented by the addition of the following:

 

The disclosure in Item 5 is incorporated herein by reference.

 

ITEM 5.           Interest in Securities of the Issuer.

 

Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:

 

 
 

 

CUSIP No. 265338707 Schedule 13D Page 10 of 11

 

(a) and (b) There were 39,614,710 shares of Common Stock of the Issuer outstanding as of November 2, 2012, as reported in the Quarterly Report on Form 10-Q of the Issuer for the quarterly period ended September 30, 2012.

 

Side Fund and Chai Trust share beneficially own, and share voting and dispositive power as to, 2,523,526 shares of Common Stock of the Issuer, representing approximately 6.4% of the issued and outstanding shares of Common Stock of the Issuer, with such percentage calculated in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended. None of the Reporting Persons beneficially own any other shares of Common Stock of the Issuer. As a result of the GP/Investment Manager Replacements, GP, Manager and SZI no longer beneficially own any shares of the Common Stock, and, as a result of the Transfer (as defined below), ZCOF no longer beneficially owns any shares of the Common Stock of the Issuer.

 

(c) On December 5, 2012, ZCOF contributed all of the 2,523,526 shares of Common Stock of the Issuer then held by ZCOF to Side Fund in exchange for limited partnership interests in Side Fund. Promptly thereafter, ZCOF distributed all of the limited partnership interests in Side Fund to the limited partners of ZCOF (such contribution and distributions, the “Transfer”). Chai Trust, ZCOF’s general partner, is also the general partner of Side Fund. Other than the Transfer, during the last 60 days, no transactions in the Common Stock of the Issuer were effected by any Reporting Person or, to the best knowledge of each Reporting Person, any of the Additional Persons.

 

(d) Not applicable.

 

(e) ZCOF ceased to be the beneficial owner of more than five percent of the Common Stock of the Issuer on December 5, 2012. Each of GP, Manager and SZI ceased to be the beneficial owner of more than five percent of the Common Stock of the Issuer on March 30, 2012.

 

ITEM 7.           Material to be Filed as Exhibits.

 

Item 7 of the Schedule 13D is hereby amended and restated in its entirety as follows:

 

1.Offer to Exchange Relating to Any and All of its Outstanding 10 1/2% Senior Secured Notes due 2012 dated November 14, 2011(incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by the Issuer on November 14, 2011).

 

2.Joint Filing Agreement dated January 3, 2012 (incorporated by reference to Exhibit 2 attached to the Schedule 13D filed on January 3, 2012).

 

3.Joint Filing Agreement dated December 6, 2012 (filed herewith).

 

 

 
 

 

CUSIP No. 265338707 Schedule 13D Page 11 of 11

 

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.

 

DATE: December 6, 2012

 

Zell Credit Opportunities masteR Fund, L.P.

Zell Credit Opportunities SIDE Fund, L.P.

Each by: CHAI TRUST COMPANY, LLC

Its: General Partner

 

By: /s/ Philip G. Tinkler  
Philip G. Tinkler
Chief Financial Officer

 

CHAI TRUST COMPANY, LLC
 
By: /s/ Philip G. Tinkler  
Philip G. Tinkler
Chief Financial Officer

 

Zell Credit Opportunities (GenPar), L.L.C.
 
By: /s/ Philip G. Tinkler  
Philip G. Tinkler
Vice President

 

EGI INVESTMENT MANAGER, L.L.C.
 
By: /s/ Philip G. Tinkler  
Philip G. Tinkler
Vice President

 

SZ INVESTMENTS, L.L.C.
 
By: /s/ Philip G. Tinkler  
Philip G. Tinkler
Vice President

 

 

 
 

 

EXHIBIT INDEX

 

1.Offer to Exchange Relating to Any and All of its Outstanding 10 1/2% Senior Secured Notes due 2012 dated November 14, 2011(incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by the Issuer on November 14, 2011).

 

2.Joint Filing Agreement dated January 3, 2012 (incorporated by reference to Exhibit 2 attached to the Schedule 13D filed on January 3, 2012).

 

3.Joint Filing Agreement dated December 6, 2012 (filed herewith).

 

 

EX-99 2 v787306_ex-3.htm JOINT FILING AGREEMENT

 

Exhibit 3

 

JOINT FILING AGREEMENT

 

The undersigned agree that the statement on Schedule 13D with respect to the Common Stock, par value $0.001 per share, of Dune Energy, Inc., dated as of December 6, 2012, is, and any amendments thereto (including amendments on Schedule 13G) signed by each of the undersigned shall be, filed on behalf of each of them pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.

 

DATED: December 6, 2012

 

Zell Credit Opportunities masteR Fund, L.P.

Zell Credit Opportunities SIDE Fund, L.P.

Each by: CHAI TRUST COMPANY, LLC

Its: General Partner

 

By: /s/ Philip G. Tinkler  
Philip G. Tinkler
Chief Financial Officer

 

CHAI TRUST COMPANY, LLC
 
By: /s/ Philip G. Tinkler  
Philip G. Tinkler
Chief Financial Officer

 

Zell Credit Opportunities (GenPar), L.L.C.
 
By: /s/ Philip G. Tinkler  
Philip G. Tinkler
Vice President

 

EGI INVESTMENT MANAGER, L.L.C.
 
By: /s/ Philip G. Tinkler  
Philip G. Tinkler
Vice President

 

SZ INVESTMENTS, L.L.C.
 
By: /s/ Philip G. Tinkler  
Philip G. Tinkler
Vice President