0000928464-12-000219.txt : 20120821 0000928464-12-000219.hdr.sgml : 20120821 20120821164636 ACCESSION NUMBER: 0000928464-12-000219 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20120821 DATE AS OF CHANGE: 20120821 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CVR ENERGY INC CENTRAL INDEX KEY: 0001376139 STANDARD INDUSTRIAL CLASSIFICATION: PETROLEUM REFINING [2911] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-83522 FILM NUMBER: 121048115 BUSINESS ADDRESS: STREET 1: 2277 PLAZA DRIVE STREET 2: SUITE 500 CITY: SUGAR LAND STATE: TX ZIP: 77479 BUSINESS PHONE: (281) 207-7711 MAIL ADDRESS: STREET 1: 2277 PLAZA DRIVE STREET 2: SUITE 500 CITY: SUGAR LAND STATE: TX ZIP: 77479 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ICAHN CARL C CENTRAL INDEX KEY: 0000921669 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 000000000 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O ICAHN ASSOCIATES CORP. STREET 2: 767 FIFTH AVE., SUITE 4700 CITY: NEW YORK STATE: NY ZIP: 10153 BUSINESS PHONE: 212-702-4300 MAIL ADDRESS: STREET 1: C/O ICAHN ASSOCIATES CORP. STREET 2: 767 FIFTH AVE., SUITE 4700 CITY: NEW YORK STATE: NY ZIP: 10153 FORMER COMPANY: FORMER CONFORMED NAME: ICAHN CARL C ET AL DATE OF NAME CHANGE: 19950612 SC 13D/A 1 cvisch13damd23082112.htm cvisch13damd23082112.htm
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 23)*

CVR Energy, Inc.
(Name of Issuer)

Common Stock, par value $0.01
(Title of Class of Securities)

12662P108
(CUSIP Number)

Keith Schaitkin, Esq.
Icahn Capital LP
767 Fifth Avenue, 47th Floor
New York, New York 10153
(212) 702-4300
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

August 21, 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 Section 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 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 ("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).

 
 

 


SCHEDULE 13D

Item 1.  Security and Issuer

The Schedule 13D filed with the Securities and Exchange Commission on January 13, 2012 (the “Initial 13D”), by the Reporting Persons with respect to the shares of Common Stock, par value $0.01 (the “Shares”), issued by CVR Energy, Inc. (the “Issuer”), is hereby amended to furnish the additional information set forth herein. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Initial 13D.

Item 4.  Purpose of Transaction

         Item 4 of the Initial 13D is hereby amended by adding the following:

On August 21, 2012, Icahn Enterprises delivered a letter to the Issuer’s board of directors withdrawing its previous offer to take the Issuer private. A copy of this letter is filed herewith as an exhibit and incorporated herein by reference. The Reporting Persons reserve the right, from time to time and at any time, to acquire additional Securities of the Issuer.

Item 7. Material to be Filed as Exhibits

1.     
Letter from Icahn Enterprises L.P. to the Board of Directors of the Issuer.




 
 

 

SIGNATURE

After reasonable inquiry and to the best of each of the undersigned knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: August 21, 2012
 
IEP ENERGY LLC
 
By: /s/ SungHwan Cho                                                                
      Name: SungHwan Cho
      Title: Chief Financial Officer
   
 
IEP ENERGY HOLDING LLC
 
By: /s/ SungHwan Cho                                                                
       Name: SungHwan Cho
       Title: Chief Financial Officer
   
 
AMERICAN ENTERTAINMENT PROPERTIES CORP.
 
By: /s/ SungHwan Cho                                                                
       Name: SungHwan Cho
       Title: Chief Financial Officer
   
 
ICAHN BUILDING LLC
By: Icahn Enterprises Holdings L.P., its sole member
By: Icahn Enterprises G.P. Inc., its general partner
By: /s/ SungHwan Cho                                                                
       Name: SungHwan Cho
       Title: Chief Financial Officer
   
 
ICAHN ENTERPRISES HOLDINGS L.P.
By: Icahn Enterprises G.P. Inc., its general partner
By: /s/ SungHwan Cho                                                                
       Name: SungHwan Cho
       Title: Chief Financial Officer
   
 
ICAHN ENTERPRISES G.P. INC.
By: /s/ SungHwan Cho                                                                
       Name: SungHwan Cho
       Title: Chief Financial Officer
 
BECKTON CORP.
By: /s/ Edward Mattner                                                                
       Name: Edward Mattner
       Title: Authorized Signatory
   
 
/s/ Carl C. Icahn                                                      
       Name: Carl C. Icahn
   




[Signature Page of Amendment No. 23 to Schedule 13D – CVR Energy, Inc.]
EX-1 2 cvisch13damd23082112ex1.htm cvisch13damd23082112ex1.htm
ICAHN ENTERPRISES L.P.
767 Fifth Avenue, 47th Floor
New York, New York 10153


August 21, 2012



Board of Directors
CVR Energy, Inc.
2277 Plaza Drive, Suite 500
Sugar Land, TX 77479

Gentlemen:

At the time we made our original offer on August 6th to take CVR Energy private, we stated that we were willing to pay $29.00 per share but in no event would we consider paying more than $30 per share. Since then a number of market conditions have changed, including a significant widening of crack spreads. We no longer think that the proposed transaction is feasible at this time and we hereby withdraw it.

Very truly yours,



ICAHN ENTERPRISES L.P.


By: /s/ Carl C. Icahn                                                      
       Name: Carl C. Icahn
       Title: Chairman of the Board