0000928464-12-000191.txt : 20120806 0000928464-12-000191.hdr.sgml : 20120806 20120806164440 ACCESSION NUMBER: 0000928464-12-000191 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20120806 DATE AS OF CHANGE: 20120806 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: 121010273 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 cvisch13damd22080612.htm cvisch13damd22080612.htm
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 22)*

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 6, 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 6, 2012, Icahn Enterprises delivered a letter to the Issuer’s board of directors regarding a potential acquisition of the remaining shares of the Issuer’s common stock by Icahn Enterprises in a merger transaction. A copy of this letter is filed herewith as an exhibit and incorporated herein by reference.

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 6, 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. 22 to Schedule 13D – CVR Energy, Inc.]
 EX-1 2 cvisch13damd22080612ex1.htm cvisch13damd22080612ex1.htm
ICAHN ENTERPRISES L.P.
767 Fifth Avenue, 47th Floor
New York, New York 10153



August 6, 2012



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

Gentlemen:

As you know, Icahn Enterprises L.P. owns approximately 82.0% of the outstanding shares of common stock of CVR Energy, Inc. We would like to discuss a potential acquisition of the remaining shares of CVR common stock by Icahn Enterprises in a merger transaction pursuant to which CVR shareholders would receive $29.00 per share in cash for their CVR shares. We would of course be willing to negotiate this price with you, but in no event would we consider paying more than $30 per share (i.e., the price we paid in our recent tender offer). In this regard, it should be noted that the recent sale process involving CVR, in which more than 30 potential bidders were contacted, produced no credible offers for the company. We look forward to hearing from you.

Very truly yours,



ICAHN ENTERPRISES L.P.


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