-----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, PWOuQ/4gltUfsKBdAU/etEa9zXgPlBulGTjIVl14wE5OCMfptt02JWk9q/Dm+ZBU /d17S0Cf2WgSLdFTLh2gng== 0001193805-07-000831.txt : 20070316 0001193805-07-000831.hdr.sgml : 20070316 20070316150134 ACCESSION NUMBER: 0001193805-07-000831 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070316 DATE AS OF CHANGE: 20070316 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: American Natural Energy Corp CENTRAL INDEX KEY: 0000870732 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 731605215 STATE OF INCORPORATION: OK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-41331 FILM NUMBER: 07699721 BUSINESS ADDRESS: STREET 1: 6100 SOUTH YALE STREET 2: SUITE 300 CITY: TULSA STATE: OK ZIP: 74136 BUSINESS PHONE: 9184811440 MAIL ADDRESS: STREET 1: 6100 SOUTH YALE STREET 2: SUITE 300 CITY: TULSA STATE: OK ZIP: 74136 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN NATURAL ENERGY CORP DATE OF NAME CHANGE: 19930328 FORMER COMPANY: FORMER CONFORMED NAME: ALN RESOURCES CORPORATION DATE OF NAME CHANGE: 19600201 FILED BY: 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 BUSINESS ADDRESS: STREET 1: 1330 POST OAK BLVD., SUITE 1600 CITY: HOUSTON STATE: TX ZIP: 77056 BUSINESS PHONE: 7139634635 MAIL ADDRESS: STREET 1: 1330 POST OAK BLVD., SUITE 1600 CITY: HOUSTON STATE: TX ZIP: 77056 FORMER COMPANY: FORMER CONFORMED NAME: IP FACTORY INC DATE OF NAME CHANGE: 19990809 SC 13D/A 1 e601802_sc13da-dune.txt SCHEDULE 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Amendment No. 2 (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) American Natural Energy Corporation (Name of Issuer) Common Stock, $0.001 par value ------------------------------ (Title of Class of Securities) 02860R ----------------------------------- (CUSIP NUMBER) Amiel David, President 3050 Post Oak Blvd., Suite 695 Houston, Texas 77056 (713) 888-0895 ----------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 15, 2007 ----------------------------------- (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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box |_|. 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 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act. 1 CUSIP No. 02860R 13D - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Dune Energy, Inc. 95-4737507 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |_| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 52,633,333 (upon conversion) ----------------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY None OWNED BY ----------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON 52,633,333 (upon conversion) WITH ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER None - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 52,633,333 shares - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 49.8%* - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- - ---------- * Based upon 52,997,673 shares of the Issuer's Common Stock issued and outstanding as of November 15, 2006, as reported by American Natural Energy Corporation in its Quarterly Report on Form 10-QSB for the period ended September 31, 2006 filed November 20, 2006, and assuming that no other outstanding Debentures are converted. 2 Item 1. Security and Issuer This statement relates to the purchase by the Reporting Person of the 8% Convertible Debentures, due September 30, 2006 (the "Debentures"), of American Natural Energy Corporation, an Oklahoma corporation (the "Issuer"), having its principal executive offices at 6100 South Yale, Suite 300, Tulsa, Oklahoma 74136. The Debentures are immediately convertible into shares of the Issuer's common stock, par value $0.001 per share (the "Common Stock"), at a conversion price of $0.15 per share. As of February 15, 2007, there were outstanding Debentures in the aggregate principal amount of $10,825,000, plus accrued and unpaid interest thereon. Holders of the Debentures hold a security interest in and first lien on, certain of the Issuer's assets, including Issuer's rights as Lessee under a certain oil, gas and mineral lease dated November 14, 1941, covering approximately 1,300 acres in St. Charles Parish, Louisiana (the "Lease"). Item 2. Identity and Background (a) Dune Energy, Inc. is the sole reporting person for purposes of this statement (the "Reporting Person"). Itera Holdings BV, a company organized under the laws of The Netherlands ("Itera"), controls the Reporting Person, owning approximately 59.7% of its issued and outstanding Common Stock. The officers and directors of the Reporting Person and of Itera are identified on APPENDIX A to this Schedule 13D and are collectively referred to herein, together with Itera, as "Control Persons." (b) The business address of the Reporting Person is 3050 Post Oak Blvd., Suite 695, Houston, Texas 77056. The business addresses of the Control Persons are set forth on APPENDIX A hereto. (c) The Reporting Person's principal business is oil and gas exploration and production. The principal businesses of the Control Persons are set forth on EXHIBIT A hereto. (d) Neither the Reporting Person nor any Control Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) Neither the Reporting Person nor any Control Person has, during the last five years, 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) The citizenship of each of the Reporting Person's officers and directors and the officers and directors of Itera is set forth on APPENDIX A hereto. Item 3. Source and Amount of Funds The source of the funds used by the Reporting Person to acquire the Debentures to which this statement relates was newly-issued shares of the Reporting Person's restricted common stock, par value $0.001 per share (the "Dune Shares") tendered pursuant to the terms and conditions of that Offer to 3 Purchase, together with the Letter of Transmittal and other offering materials, filed by the Reporting Person as exhibits to Schedule TO, as amended, initially filed with the Commission on December 28, 2006 under Section 14(d) of the Securities and Exchange Act of 1934, as amended, and the rules promulgated by the Commission thereunder (the "Tender Offer"). On February 15, 2007 the Reporting Person accepted for purchase additional Debentures, having an aggregate principal amount of $1,860,000, validly tendered during the subsequent offering period of the Tender Offer, for which the Reporting Person delivered an aggregate of 524,615 Dune Shares for and in consideration of such Debentures (the "Tendered Debentures"). The total number of shares of Dune Shares issued for the Tendered Debentures represents fifty-five percent (55%) of the outstanding principal amount of the Tendered Debentures, calculated in the Tender Offer as: (1) 55% multiplied by (2) a fraction, the numerator of which is the outstanding principal amount of the Tendered Debentures and the denominator of which is the average of the closing price per share of the Reporting Person's common stock as reported on the American Stock Exchange for the ten (10) consecutive trading days ending on January 26, 2007, or $1.95. Item 4. Purpose of Transaction Notwithstanding controlling ownership by Itera of the Reporting Person, the offer to purchase the Debentures upon the terms and conditions of the Tender Offer was determined solely by the Reporting Person in the ordinary course of its business without any direction from or other involvement by Itera. Pursuant to an Exploration and Development Agreement dated effective August 26, 2005 between the Reporting Person and the Issuer, the Issuer assigned one-half of its contractual rights under a certain Development Agreement with a major integrated oil and gas company to the Reporting Person. That Development Agreement created an area of mutual interest ("AMI") in approximately 11,500 acres, inclusive of the Lease. To date, the Reporting Person has spent considerable funds to drill wells located within the AMI and, subject to further geological and geophysical investigation, may spend considerable additional capital in the AMI in the future. Given the Reporting Person's past investment in this joint development project, coupled with the potential for substantial recoveries of oil and gas within the AMI, the Reporting Person determined that it was in its best interests to tender its offer to purchase the outstanding Debentures (not already owned by the Reporting Person) and the corresponding security interest in the Lease. (a) Neither the Reporting Person nor any Control Person has any plan or proposal which relates to or which would have the effect of any acquisition of additional, or disposition of any, securities of the Issuer. 4 (b) Neither the Reporting Person nor any Control Person has any plan or proposal which relates to or would result in an extraordinary transaction involving the Issuer or any subsidiary of the Issuer. (c) Neither the Reporting Person nor any Control Person has any plan or proposal which relates to or would result in a sale or transfer of a material amount of the assets of the Issuer or any subsidiary of the Issuer. (d) Neither the Reporting Person nor any Control Person has any plan or proposal which relates to or would result in any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board. (e) Neither the Reporting Person nor any Control Person has any plan or proposal which relates to or would result in a material change in the Issuer's present capitalization or dividend policy, except that if the Reporting Person converts the Debentures purchased under the December 2006 Transaction or the Tender Offer and/or acquires additional Debentures and converts them, then the issued and outstanding shares of the Issuer's Common Stock will increase accordingly. (f) Neither the Reporting Person nor any Control Person has any plan or proposal which relates to or would result in a material change in the business or corporate structure of the Issuer. (g) Neither the Reporting Person nor any Control Person named in this statement has any plan or proposal which relates to or would result in a change in the Issuer's charter, by-laws or instruments corresponding thereto which may impede the acquisition of the Issuer by any person. (h) Neither the Reporting Person nor any Control Person has any plan or proposal which relates to or would result in causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association. (i) Neither the Reporting Person nor any Control Person has any plan or proposal which relates to or would result in a class of equity securities of the Issuer becoming eligible for termination or registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended. (j) Neither the Reporting Person nor any Control Person has any plan or proposal which relates to or would result in any action similar to those described in paragraphs (a) through (i) above. Item 5. Interest in Securities of the Issuer (a) Together with the Debentures acquired in the Initial Tender Period (as defined in Item 6) and the December 2006 Transaction discussed in Item 6 below, upon the Reporting Person's acceptance for purchase on February 15, 2007 of additional Debentures during the subsequent offering period under the Tender Offer, the Reporting Person owns a total of $7,895,000 in principal amount of the Debentures, or approximately 72.9% of the 5 aggregate issued and outstanding principal amount of $10,825,000 of Debentures. All Debentures owned by the Reporting Person are immediately convertible into shares of Common Stock at the conversion price of $0.15 per share and became immediately due and payable on September 30, 2006. Interest on the Purchased Debentures is not convertible into shares of Common Stock. A conversion by the Reporting Person of all of the Debentures purchased in the December 2006 Transaction and the Tender Offer at February 15, 2007 (the "Acquired Debentures") would result in the issuance to the Reporting Person of 52,633,333 shares of the Issuer's common stock (the "Conversion Shares"). Giving effect to the Reporting Person's conversion of all of the Acquired Debentures, the Conversion Shares would constitute (i) approximately 49.8% of the issued and outstanding shares of the Issuer's common stock if the other outstanding Debentures are not converted and (ii) approximately 42.1% of the issued and outstanding shares of Issuer's common stock if all of the other Debentures not held by the Reporting Person are converted by the holder(s) thereof, in each case based upon 52,997,673 shares of Issuer's common stock issued and outstanding as of November 15, 2006 (exclusive of Conversion Shares). No Control Person has any beneficial ownership of any of the Debentures to which this statement relates, or any Conversion Shares, except that Itera may be deemed a beneficial owner of such Debentures and/or Conversion Shares for purposes of this statement by virtue of its control of the Reporting Person. Inasmuch as the acquisition of the Debentures by the Reporting Person was negotiated solely by the Reporting Person in the ordinary course of its business without any involvement of Itera, Itera disclaims any beneficial ownership in the Debentures and the Conversion Shares. (b) The Reporting Person has sole power to vote or direct to vote of the Purchased Debentures and the Conversion Shares and the sole power to dispose or to direct the disposition of the Purchased Debentures and the Conversion Shares, except that Itera may be deemed to have the power to direct the vote or disposition thereof by virtue of its control of the Reporting Person. However, inasmuch as the terms and conditions of the Tender Offer by the Reporting Person was determined solely by the Reporting Person in the ordinary course of its business without any involvement of Itera, the Reporting Person does not have any reason to anticipate any involvement by Itera in the exercise of such power. (c) Other than the Tender Offer described in this Schedule 13D, as amended, and the December 2006 Transaction discussed in Item 6 below, neither the Reporting Person nor any Control Person has effected any transaction involving the Issuer's securities within the sixty (60) preceding days. (d) No other person has the right to receive or the right to direct the receipt of dividends from, or the proceeds from the sale of, the Tendered Debentures or the Conversion Shares, except that Itera may be deemed to have the power to direct the receipt of either dividends or proceeds by virtue of its control of the Reporting Person. However, inasmuch as the terms and conditions 6 of the Tender Offer was determined solely by the Reporting Person in the ordinary course of its business without any involvement of Itera, the Reporting Person does not have any reason to anticipate any involvement by Itera in the exercise of such power. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer On February 1, 2007, the Company accepted for purchase Debentures, having an aggregate principal amount of $3,035,000, validly tendered and not properly withdrawn under the Tender Offer as of the expiration of the initial offering period at midnight, New York City time, January 31, 2007 (the "Initial Tender Period"). For and in consideration for the Debentures tendered in the Initial Tender Period the Reporting Person paid 856,026 Dune Shares, based upon a purchase price equal to 55% of the aggregate principal amount of the Debentures tendered divided by the average closing price of the Company's common stock for the 10 trading days ended on January 26, 2007, or $1.95. For further information on this transaction, reference is made to Amendment No. 4 of the Reporting Person's Tender Offer Statement on Schedule TO filed with the Commission on February 2, 2007. On December 22, 2006, the Reporting Person purchased Debentures in aggregate principal amount of $3 million, from TransAtlantic Petroleum Corp., an Alberta corporation ("TNP"), and purchased from TransAtlantic Petroleum (USA) Corp., a Colorado corporation ("USA"), various rights, properties and interests in and to land and to oil, gas and mineral leases and wells, and certain rights of recovery against the Issuer regarding revenues from such assets and from certain litigations (the "December 2006 Transaction"). The December 2006 Transaction was effected pursuant to a purchase and sale agreement entered into by and among the Reporting Person, TNP and USA for the aggregate purchase price paid by the Reporting person of $2 million (subject to certain adjustments), of which $500,000 was allocated to the Debentures. For further information on the December 2006 Transaction, reference is made to the Reporting Person's Current Report on Form 8-K, filed with the Commission on December 26, 2006. Except for the Reporting Person's filings with respect to the December 2006 Transaction and the Tender Offer, as well as the terms of the Debentures and of the underlying "Trust Indenture" dated as of June 29, 2005 (copies of which are filed as part of exhibit 4.1 to the Issuer's Current Report on Form 8-K filed with the Commission on July 6, 2005), neither the Reporting Person nor any Control Person has any contract, arrangement, understanding or relationship with any person with respect to the Debentures or the Conversion Shares. Item 7. Material to be filed as Exhibits Appendix A - Control Persons. A copy of the Amended and Restated Credit Agreement, dated as of September 26, 2006, by and among the Reporting Person and the administrative agent and lenders party thereto was filed as Exhibit 10.1 to the Reporting Person's Current Report on Form 8-K filed September 28, 2006 and is incorporated herein by reference. Each of the Offer to Purchase, the Letter of Transmittal and other material disseminated in connection with the Tender Offer was filed as an exhibit to the Reporting Person's Tender Offer Statement on Schedule TO, as subsequently amended, filed with the Commission on December 28, 2006 and is incorporated herein by reference. 7 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. March 16, 2007 DUNE ENERGY, INC. By: /s/ Alan Gaines ------------------------------ Alan Gaines Chief Executive Officer 8 APPENDIX A
Name and Title Principal Business Business Address Citizenship - -------------- ------------------ ---------------- ----------- Alan Gaines Chairman and Chief 3050 Post Oak Blvd. United States Executive Officer of the Suite 695 Reporting Person Houston, TX 77056 Amiel David President and Chief 3050 Post Oak Blvd. United States Operating Officer of the Suite 695 Reporting Person Houston, TX 77056 Hugh Idstein Chief Financial Officer 3050 Post Oak Blvd. United States of the Reporting Person Suite 695 Houston, TX 77056 Richard M. Cohen Secretary of the 3 Park Avenue United States Reporting Person New York, NY 10016 Steven Barrenechea, Restaurant Management 3050 Post Oak Blvd. United States Director of the Reporting Suite 695 Person Houston, TX 77056 Igor V. Marchenko, Vice-President - 95 Bavilova Street Russian Director of the Reporting International Projects Moscow, Russia 117335 Person and Business Structuring of Itera Group Raissa S. Frenkel, President & CEO of Itera 9995 Gate Pkwy N. United States Director of the Reporting International Energy Jacksonville, FL Person Corporation 32256 Steven M. Sisselman, Executive Vice-President 9995 Gate Pkwy N. United States Director of the Reporting and COO of Itera Jacksonville, FL Person International Energy 32256 Corporation Marshall Lynn Bass, Financial Advisor 1221 McKinney United States Director of the Reporting Weisser Johnson & Co. Suite 3175 Person Houston, TX 77010 Itera Holdings BV Investment holding Keizergracht 442 company 1016 GD Amsterdam The Netherlands
9 OFFICERS AND DIRECTORS OF ITERA
- -------------------------------------------------------------------------------------------------------- Igor V. Makarov Director Chairman of the Itera Sevastopolsky Russian of Itera Holdings BV Group Prospekt 28/1 Moscow, Russia - -------------------------------------------------------------------------------------------------------- Fruytier & Van Bremen Manager of Itera Keizersgracht Director of Itera Holdings Holdings BV 442 BV 1016 GD Amsterdam The Netherlands - --------------------------------------------------------------------------------------------------------
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