0001104659-12-002044.txt : 20120113 0001104659-12-002044.hdr.sgml : 20120113 20120113170025 ACCESSION NUMBER: 0001104659-12-002044 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120113 DATE AS OF CHANGE: 20120113 GROUP MEMBERS: BARBERRY CORP. GROUP MEMBERS: BECKTON CORP. GROUP MEMBERS: HIGH RIVER LIMITED PARTNERSHIP GROUP MEMBERS: HOPPER INVESTMENTS LLC GROUP MEMBERS: ICAHN CAPITAL LP GROUP MEMBERS: ICAHN ENTERPRISES G.P. INC. GROUP MEMBERS: ICAHN ENTERPRISES HOLDINGS L.P. GROUP MEMBERS: ICAHN OFFSHORE LP GROUP MEMBERS: ICAHN ONSHORE LP GROUP MEMBERS: ICAHN PARTNERS LP GROUP MEMBERS: ICAHN PARTNERS MASTER FUND II LP GROUP MEMBERS: ICAHN PARTNERS MASTER FUND III LP GROUP MEMBERS: ICAHN PARTNERS MASTER FUND LP GROUP MEMBERS: IPH GP LLC 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 SEC ACT: 1934 Act SEC FILE NUMBER: 005-83522 FILM NUMBER: 12527311 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 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 1 a12-2746_1sc13d.htm SC 13D

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

 

SCHEDULE 13D

 

 

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

 

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)

 

January 3, 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 o.

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

 

CUSIP No. 12662P108

 

 

1.

Name of Reporting Person
High River Limited Partnership

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
WC

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

7

Sole Voting Power
2,516,845 (includes Shares underlying call options. See Item 5)

 

8

Shared Voting Power
0

 

9

Sole Dispositive Power
2,516,845 (includes Shares underlying call options. See Item 5)

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
2,516,845 (includes Shares underlying call options. See Item 5)

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

13

Percent of Class Represented by Amount in Row (11)
2.91%

 

 

14

Type of Reporting Person
PN

 

2


 

SCHEDULE 13D

 

CUSIP No. 12662P108

 

 

1.

Name of Reporting Person
Hopper Investments LLC

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

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)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

7

Sole Voting Power
0

 

8

Shared Voting Power
2,516,845 (includes Shares underlying call options. See Item 5)

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
2,516,845 (includes Shares underlying call options. See Item 5)

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
2,516,845 (includes Shares underlying call options. See Item 5)

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

13

Percent of Class Represented by Amount in Row (11)
2.91%

 

 

14

Type of Reporting Person
OO

 

3


 

SCHEDULE 13D

 

CUSIP No. 12662P108

 

 

1.

Name of Reporting Person
Barberry Corp.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

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)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

7

Sole Voting Power
0

 

8

Shared Voting Power
2,516,845 (includes Shares underlying call options. See Item 5)

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
2,516,845 (includes Shares underlying call options. See Item 5)

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
2,516,845 (includes Shares underlying call options. See Item 5)

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

13

Percent of Class Represented by Amount in Row (11)
2.91%

 

 

14

Type of Reporting Person
CO

 

4


 

SCHEDULE 13D

 

CUSIP No. 12662P108

 

 

1.

Name of Reporting Person
Icahn Partners Master Fund LP

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
WC

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Cayman Islands

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

7

Sole Voting Power
4,089,286 (includes Shares underlying call options. See Item 5)

 

8

Shared Voting Power
0

 

9

Sole Dispositive Power
4,089,286 (includes Shares underlying call options. See Item 5)

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
4,089,286 (includes Shares underlying call options. See Item 5)

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

13

Percent of Class Represented by Amount in Row (11)
4.72%

 

 

14

Type of Reporting Person
PN

 

5


 

SCHEDULE 13D

 

CUSIP No. 12662P108

 

 

1.

Name of Reporting Person
Icahn Partners Master Fund II LP

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
WC

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Cayman Islands

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

7

Sole Voting Power
1,423,232 (includes Shares underlying call options. See Item 5)

 

8

Shared Voting Power
0

 

9

Sole Dispositive Power
1,423,232 (includes Shares underlying call options. See Item 5)

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
1,423,232 (includes Shares underlying call options. See Item 5)

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

13

Percent of Class Represented by Amount in Row (11)
1.64%

 

 

14

Type of Reporting Person
PN

 

6


 

SCHEDULE 13D

 

CUSIP No. 12662P108

 

 

1.

Name of Reporting Person
Icahn Partners Master Fund III LP

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
WC

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Cayman Islands

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

7

Sole Voting Power
626,469 (includes Shares underlying call options. See Item 5)

 

8

Shared Voting Power
0

 

9

Sole Dispositive Power
626,469 (includes Shares underlying call options. See Item 5)

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
626,469 (includes Shares underlying call options. See Item 5)

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

13

Percent of Class Represented by Amount in Row (11)
0.72%

 

 

14

Type of Reporting Person
PN

 

7


 

SCHEDULE 13D

 

CUSIP No. 12662P108

 

 

1.

Name of Reporting Person
Icahn Offshore LP

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

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)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

7

Sole Voting Power
0

 

8

Shared Voting Power
6,138,987 (includes Shares underlying call options. See Item 5)

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
6,138,987 (includes Shares underlying call options. See Item 5)

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
6,138,987 (includes Shares underlying call options. See Item 5)

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

13

Percent of Class Represented by Amount in Row (11)
7.09%

 

 

14

Type of Reporting Person
PN

 

8


 

SCHEDULE 13D

 

CUSIP No. 12662P108

 

 

1.

Name of Reporting Person
Icahn Partners LP

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
WC

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

7

Sole Voting Power
3,928,395 (includes Shares underlying call options. See Item 5)

 

8

Shared Voting Power
0

 

9

Sole Dispositive Power
3,928,395 (includes Shares underlying call options. See Item 5)

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
3,928,395 (includes Shares underlying call options. See Item 5)

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

13

Percent of Class Represented by Amount in Row (11)
4.54%

 

 

14

Type of Reporting Person
PN

 

9

 


 

SCHEDULE 13D

 

CUSIP No. 12662P108

 

 

1.

Name of Reporting Person
Icahn Onshore LP

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

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)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

7

Sole Voting Power
0

 

8

Shared Voting Power
3,928,395 (includes Shares underlying call options. See Item 5)

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
3,928,395 (includes Shares underlying call options. See Item 5)

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
3,928,395 (includes Shares underlying call options. See Item 5)

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

13

Percent of Class Represented by Amount in Row (11)
4.54%

 

 

14

Type of Reporting Person
PN

 

10


 

SCHEDULE 13D

 

CUSIP No. 12662P108

 

 

1.

Name of Reporting Person
Icahn Capital LP

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

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)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

7

Sole Voting Power
0

 

8

Shared Voting Power
10,067,382 (includes Shares underlying call options. See Item 5)

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
10,067,382 (includes Shares underlying call options. See Item 5)

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
10,067,382 (includes Shares underlying call options. See Item 5)

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

13

Percent of Class Represented by Amount in Row (11)
11.63%

 

 

14

Type of Reporting Person
PN

 

11


 

SCHEDULE 13D

 

CUSIP No. 12662P108

 

 

1.

Name of Reporting Person
IPH GP LLC

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

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)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

7

Sole Voting Power
0

 

8

Shared Voting Power
10,067,382 (includes Shares underlying call options. See Item 5)

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
10,067,382 (includes Shares underlying call options. See Item 5)

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
10,067,382 (includes Shares underlying call options. See Item 5)

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

13

Percent of Class Represented by Amount in Row (11)
11.63%

 

 

14

Type of Reporting Person
OO

 

12

 


 

SCHEDULE 13D

 

CUSIP No. 12662P108

 

 

1.

Name of Reporting Person
Icahn Enterprises Holdings L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

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)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

7

Sole Voting Power
0

 

8

Shared Voting Power
10,067,382 (includes Shares underlying call options. See Item 5)

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
10,067,382 (includes Shares underlying call options. See Item 5)

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
10,067,382 (includes Shares underlying call options. See Item 5)

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

13

Percent of Class Represented by Amount in Row (11)
11.63%

 

 

14

Type of Reporting Person
PN

 

13


 

SCHEDULE 13D

 

CUSIP No. 12662P108

 

 

1.

Name of Reporting Person
Icahn Enterprises G.P. Inc.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

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)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

7

Sole Voting Power
0

 

8

Shared Voting Power
10,067,382 (includes Shares underlying call options. See Item 5)

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
10,067,382 (includes Shares underlying call options. See Item 5)

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
10,067,382 (includes Shares underlying call options. See Item 5)

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

13

Percent of Class Represented by Amount in Row (11)
11.63%

 

 

14

Type of Reporting Person
CO

 

14


 

SCHEDULE 13D

 

CUSIP No. 12662P108

 

 

1.

Name of Reporting Person
Beckton Corp.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

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)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

7

Sole Voting Power
0

 

8

Shared Voting Power
10,067,382 (includes Shares underlying call options. See Item 5)

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
10,067,382 (includes Shares underlying call options. See Item 5)

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
10,067,382 (includes Shares underlying call options. See Item 5)

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

13

Percent of Class Represented by Amount in Row (11)
11.63%

 

 

14

Type of Reporting Person
CO

 

15


 

SCHEDULE 13D

 

CUSIP No. 12662P108

 

 

1

Name of Reporting Person
Carl C. Icahn

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

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)     o

 

 

6

Citizenship or Place of Organization
United States of America

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

7

Sole Voting Power
0

 

8

Shared Voting Power
12,584,227 (includes Shares underlying call options. See Item 5)

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
12,584,227 (includes Shares underlying call options. See Item 5)

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
12,584,227 (includes Shares underlying call options. See Item 5)

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

13

Percent of Class Represented by Amount in Row (11)
14.54%

 

 

14

Type of Reporting Person
IN

 

16


 

SCHEDULE 13D

 

Item 1. Security and Issuer

 

This statement relates to the Common Stock, par value $0.01 (the “Shares”), issued by CVR Energy, Inc. (the “Issuer”). The address of the principal executive offices of the Issuer is 2277 Plaza Drive, Suite 500, Sugar Land, Texas 77479.

 

Item 2. Identity and Background

 

The persons filing this statement are High River Limited Partnership (“High River”), Hopper Investments LLC (“Hopper”), Barberry Corp. (“Barberry”), Icahn Partners Master Fund LP (“Icahn Master”), Icahn Partners Master Fund II LP (“Icahn Master II”), Icahn Partners Master Fund III LP (“Icahn Master III”), Icahn Offshore LP (“Icahn Offshore”), Icahn Partners LP (“Icahn Partners”), Icahn Onshore LP (“Icahn Onshore”), Icahn Capital LP (“Icahn Capital”), IPH GP LLC (“IPH”), Icahn Enterprises Holdings L.P. (“Icahn Enterprises Holdings”), Icahn Enterprises G.P. Inc. (“Icahn Enterprises GP”), Beckton Corp. (“Beckton”), and Carl C. Icahn, a citizen of the United States of America (collectively, the “Reporting Persons”).

 

The principal business address of each of (i) High River, Hopper, Barberry, Icahn Offshore, Icahn Partners, Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP and Beckton is White Plains Plaza, 445 Hamilton Avenue - Suite 1210, White Plains, NY 10601, (ii) Icahn Master, Icahn Master II and Icahn Master III is c/o Walkers SPV Limited, P.O. Box 908GT, 87 Mary Street, George Town, Grand Cayman, Cayman Islands, and (iii) Mr. Icahn is c/o Icahn Associates Corp., 767 Fifth Avenue, 47th Floor, New York, NY 10153.

 

Barberry is the sole member of Hopper, which is the general partner of High River. Icahn Offshore is the general partner of each of Icahn Master, Icahn Master II and Icahn Master III. Icahn Onshore is the general partner of Icahn Partners. Icahn Capital is the general partner of each of Icahn Offshore and Icahn Onshore. Icahn Enterprises Holdings is the sole member of IPH, which is the general partner of Icahn Capital. Beckton is the sole stockholder of Icahn Enterprises GP, which is the general partner of Icahn Enterprises Holdings. Carl C. Icahn is the sole stockholder of each of Barberry and Beckton. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by each of the Reporting Persons. In addition, Mr. Icahn is the indirect holder of approximately 92.6% of the outstanding depositary units representing limited partnership interests in Icahn Enterprises L.P. (“Icahn Enterprises”). Icahn Enterprises GP is the general partner of Icahn Enterprises, which is the sole limited partner of Icahn Enterprises Holdings.

 

Each of High River and Barberry is primarily engaged in the business of investing in securities. Hopper is primarily engaged in the business of serving as the general partner of High River. Each of Icahn Master, Icahn Master II, Icahn Master III and Icahn Partners is primarily engaged in the business of investing in securities. Icahn Offshore is primarily engaged in the business of serving as the general partner of each of Icahn Master, Icahn Master II and Icahn Master III. Icahn Onshore is primarily engaged in the business of serving as the general partner of Icahn Partners. Icahn Capital is primarily engaged in the business of serving as the general partner of each of Icahn Offshore and Icahn Onshore. IPH is primarily engaged in the business of serving as the general partner of Icahn Capital. Icahn Enterprises Holdings is primarily engaged in the business of holding direct or indirect interests in various operating businesses. Icahn Enterprises GP is primarily engaged in the business of serving as the general partner of each of Icahn Enterprises and Icahn Enterprises Holdings. Beckton is primarily engaged in the business of holding the capital stock of Icahn Enterprises GP.

 

17


 

Carl C. Icahn’s present principal occupation or employment is serving as (i) Chief Executive Officer of Icahn Capital LP, a wholly owned subsidiary of Icahn Enterprises, through which Mr. Icahn manages various private investment funds, including Icahn Partners, Icahn Master, Icahn Master II and Icahn Master III, (ii) Chairman of the Board of Icahn Enterprises GP, the general partner of Icahn Enterprises, a NASDAQ listed diversified holding company engaged in a variety of businesses, including investment, metals, automotive, real estate, railcar, food packaging, gaming, and home fashion, and (iii) Chairman of the Board and a director of Starfire Holding Corporation (“Starfire”), a holding company engaged in the business of investing in and/or holding securities of various entities, and as Chairman of the Board and a director of various of Starfire’s subsidiaries.

 

The name, citizenship, present principal occupation or employment and business address of each director and executive officer of the Reporting Persons are set forth in Schedule A attached hereto.

 

None of the Reporting Persons nor any manager or executive officer of the Reporting Persons, has, during the past five years, (a) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (b) 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 a finding of any violation with respect to such laws.

 

Item 3. Source and Amount of Funds or Other Consideration

 

The Reporting Persons may be deemed to be the beneficial owner of, in the aggregate, 12,584,227 Shares (including Shares underlying call options). The aggregate purchase price of the Shares and call options purchased by the Reporting Persons collectively was approximately $144,676,267 (including commissions and premiums). The source of funding for these Shares and call options was the general working capital of the respective purchasers. The Shares and call options are held by the Reporting Persons in margin accounts together with other securities. Such margin accounts may from time to time have debit balances. Part of the purchase price of the Shares and call options was obtained through margin borrowing.

 

Item 4. Purpose of Transaction

 

The Reporting Persons acquired the Shares in the belief that the Shares were undervalued. The Reporting Persons may have conversations with management of the Issuer to discuss its business and strategic alternatives for the Issuer.

 

The Reporting Persons may, from time to time and at any time: (i) acquire additional Shares and/or other equity, debt, notes, instruments or other securities (collectively, “Securities”) of the Issuer and/or its subsidiaries in the open market or otherwise; (ii) dispose of any or all of their Securities in the open market or otherwise; or (iii) engage in any hedging or similar transactions with respect to the Securities.

 

Item 5. Interest in Securities of the Issuer

 

(a) The Reporting Persons may be deemed to beneficially own, in the aggregate, 12,584,227 Shares (including Shares underlying call options), representing approximately 14.54% of the Issuer’s outstanding Shares (based upon the 86,573,498 Shares stated to be outstanding as of November 1, 2011 by the Issuer in the Issuer’s Form 10-Q for the quarterly period ended September 30, 2011).

 

18


 

(b) For purposes of this Schedule 13D:

 

High River has sole voting power and sole dispositive power with regard to 2,516,845 Shares (including Shares underlying call options). Each of Hopper, Barberry and Mr. Icahn has shared voting power and shared dispositive power with regard to such Shares. Icahn Master has sole voting power and sole dispositive power with regard to 4,089,286 Shares (including Shares underlying call options). Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn has shared voting power and shared dispositive power with regard to such Shares. Icahn Master II has sole voting power and sole dispositive power with regard to 1,423,232 Shares (including Shares underlying call options). Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn has shared voting power and shared dispositive power with regard to such Shares. Icahn Master III has sole voting power and sole dispositive power with regard to 626,469 Shares (including Shares underlying call options). Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn has shared voting power and shared dispositive power with regard to such Shares. Icahn Partners has sole voting power and sole dispositive power with regard to 3,928,395 Shares (including Shares underlying call options). Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn has shared voting power and shared dispositive power with regard to such Shares.

 

Each of Hopper, Barberry and Mr. Icahn, by virtue of their relationships to High River (as disclosed in Item 2), may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended, the “Act”) the Shares which High River directly beneficially owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Shares for all other purposes. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to each of Icahn Master, Icahn Master II and Icahn Master III (as disclosed in Item 2), may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which each of Icahn Master, Icahn Master II and Icahn Master III directly beneficially owns. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares for all other purposes. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Partners (as disclosed in Item 2), may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Partners directly beneficially owns. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares for all other purposes.

 

The Shares beneficially owned by the Reporting Persons include Shares underlying call options. The agreements governing these call options do not give the Reporting Persons direct or indirect voting, investment or dispositive control over the Shares to which these agreements relate. See Item 6.

 

(c) The following table sets forth all transactions with respect to Shares effected during the past sixty (60) days by any of the Reporting Persons. Except as otherwise noted below, all such transactions were purchases of Shares effected in the open market, and the table includes commissions paid in per share prices.

 

19


 

Name of
Reporting Person

 

Date of
Transaction

 

Amount of
Securities

 

Price Per Share/
Premium Per Option

 

High River

 

12/05/2011

 

145,898

 

18.95

 

High River

 

12/06/2011

 

144,102

 

18.91

 

High River

 

12/07/2011

 

140,000

 

19.00

 

High River

 

12/08/2011

 

140,000

 

18.42

 

High River

 

12/09/2011

 

108,988

 

18.65

 

High River

 

12/12/2011

 

87,000

 

18.31

 

High River

 

12/12/2011

 

53,000

(1)

6.39

(2)

High River

 

12/13/2011

 

40,000

(1)

6.79

(2)

High River

 

01/03/2012

 

240,000

(1)

7.64

(2)

High River

 

01/04/2012

 

145,180

(1)

7.94

(2)

High River

 

01/05/2012

 

248,681

(1)

8.08

(2)

High River

 

01/06/2012

 

140,000

(1)

8.73

(2)

High River

 

01/09/2012

 

97,021

(1)

8.74

(2)

High River

 

01/10/2012

 

200,000

(1)

8.96

(2)

High River

 

01/11/2012

 

200,000

(1)

9.91

(2)

High River

 

01/11/2012

 

20,000

(3)

7.41

(4)

High River

 

01/12/2012

 

366,975

(3)

8.13

(4)

 

 

 

 

 

 

 

 

Icahn Partners

 

12/05/2011

 

229,090

 

18.95

 

Icahn Partners

 

12/06/2011

 

226,271

 

18.91

 

Icahn Partners

 

12/07/2011

 

219,829

 

19.00

 

Icahn Partners

 

12/08/2011

 

219,829

 

18.42

 

Icahn Partners

 

12/09/2011

 

171,133

 

18.65

 

Icahn Partners

 

12/12/2011

 

136,609

 

18.31

 

Icahn Partners

 

12/12/2011

 

83,222

(1)

6.39

(2)

Icahn Partners

 

12/13/2011

 

62,807

(1)

6.79

(2)

Icahn Partners

 

01/03/2012

 

366,556

(1)

7.64

(2)

Icahn Partners

 

01/04/2012

 

226,603

(1)

7.94

(2)

Icahn Partners

 

01/05/2012

 

388,151

(1)

8.08

(2)

Icahn Partners

 

01/06/2012

 

218,519

(1)

8.73

(2)

Icahn Partners

 

01/09/2012

 

151,434

(1)

8.74

(2)

Icahn Partners

 

01/10/2012

 

312,168

(1)

8.96

(2)

Icahn Partners

 

01/11/2012

 

312,168

(1)

9.91

(2)

Icahn Partners

 

01/11/2012

 

31,216

(3)

7.41

(4)

Icahn Partners

 

01/12/2012

 

572,790

(3)

8.13

(4)

 

 

 

 

 

 

 

 

Icahn Master

 

12/05/2011

 

238,365

 

18.95

 

Icahn Master

 

12/06/2011

 

235,431

 

18.91

 

Icahn Master

 

12/07/2011

 

228,730

 

19.00

 

Icahn Master

 

12/08/2011

 

228,729

 

18.42

 

Icahn Master

 

12/09/2011

 

178,062

 

18.65

 

Icahn Master

 

12/12/2011

 

142,139

 

18.31

 

Icahn Master

 

12/12/2011

 

86,591

(1)

6.39

(2)

Icahn Master

 

12/13/2011

 

65,350

(1)

6.79

(2)

Icahn Master

 

01/03/2012

 

382,201

(1)

7.64

(2)

Icahn Master

 

01/04/2012

 

235,884

(1)

7.94

(2)

Icahn Master

 

01/05/2012

 

404,048

(1)

8.08

(2)

Icahn Master

 

01/06/2012

 

227,466

(1)

8.73

(2)

 

20


 

Icahn Master

 

01/09/2012

 

157,638

(1)

8.74

(2)

Icahn Master

 

01/10/2012

 

324,953

(1)

8.96

(2)

Icahn Master

 

01/11/2012

 

324,953

(1)

9.91

(2)

Icahn Master

 

01/11/2012

 

32,495

(3)

7.41

(4)

Icahn Master

 

01/12/2012

 

596,250

(3)

8.13

(4)

 

 

 

 

 

 

 

 

Icahn Master II

 

12/05/2011

 

80,641

 

18.95

 

Icahn Master II

 

12/06/2011

 

79,650

 

18.91

 

Icahn Master II

 

12/07/2011

 

77,381

 

19.00

 

Icahn Master II

 

12/08/2011

 

77,382

 

18.42

 

Icahn Master II

 

12/09/2011

 

60,240

 

18.65

 

Icahn Master II

 

12/12/2011

 

48,088

 

18.31

 

Icahn Master II

 

12/12/2011

 

29,292

(1)

6.39

(2)

Icahn Master II

 

12/13/2011

 

22,110

(1)

6.79

(2)

Icahn Master II

 

01/03/2012

 

146,674

(1)

7.64

(2)

Icahn Master II

 

01/04/2012

 

82,096

(1)

7.94

(2)

Icahn Master II

 

01/05/2012

 

140,625

(1)

8.08

(2)

Icahn Master II

 

01/06/2012

 

79,168

(1)

8.73

(2)

Icahn Master II

 

01/09/2012

 

54,864

(1)

8.74

(2)

Icahn Master II

 

01/10/2012

 

113,096

(1)

8.96

(2)

Icahn Master II

 

01/11/2012

 

113,096

(1)

9.91

(2)

Icahn Master II

 

01/11/2012

 

11,310

(3)

7.41

(4)

Icahn Master II

 

01/12/2012

 

207,519

(3)

8.13

(4)

 

 

 

 

 

 

 

 

Icahn Master III

 

12/05/2011

 

35,494

 

18.95

 

Icahn Master III

 

12/06/2011

 

35,058

 

18.91

 

Icahn Master III

 

12/07/2011

 

34,060

 

19.00

 

Icahn Master III

 

12/08/2011

 

34,060

 

18.42

 

Icahn Master III

 

12/09/2011

 

26,516

 

18.65

 

Icahn Master III

 

12/12/2011

 

21,164

 

18.31

 

Icahn Master III

 

12/12/2011

 

12,895

(1)

6.39

(2)

Icahn Master III

 

12/13/2011

 

9,733

(1)

6.79

(2)

Icahn Master III

 

01/03/2012

 

64,569

(1)

7.64

(2)

Icahn Master III

 

01/04/2012

 

36,137

(1)

7.94

(2)

Icahn Master III

 

01/05/2012

 

61,899

(1)

8.08

(2)

Icahn Master III

 

01/06/2012

 

34,847

(1)

8.73

(2)

Icahn Master III

 

01/09/2012

 

24,150

(1)

8.74

(2)

Icahn Master III

 

01/10/2012

 

49,783

(1)

8.96

(2)

Icahn Master III

 

01/11/2012

 

49,783

(1)

9.91

(2)

Icahn Master III

 

01/11/2012

 

4,979

(3)

7.41

(4)

Icahn Master III

 

01/12/2012

 

91,343

(3)

8.13

(4)

 

(1) Represents shares underlying American-style call options purchased by the applicable Reporting Person in the over the counter market. These call options expire on December 12, 2013.

 

(2) This amount represents the cost of an applicable American-style call option to purchase one Share.

 

21


 

The per share exercise price of these call options is $12.00. This exercise price will be adjusted to account for any dividends or other distributions declared by the Issuer prior to exercise of the options.

 

(3) Represents shares underlying American-style call options purchased by the applicable Reporting Person in the over the counter market. These call options expire on April 11, 2012.

 

(4) This amount represents the cost of an applicable American-style call option to purchase one Share. The per share exercise price of these call options is $14.00. This exercise price will be adjusted to account for any dividends or other distributions declared by the Issuer prior to exercise of the options.

 

Item 6. Contracts, Arrangements, Understandings or Relationship with Respect to Securities of the Issuer

 

Call Options

 

The Reporting Persons purchased, in the over the counter market, (i) American-style call options referencing an aggregate of 6,819,411 Shares, which expire on December 12, 2013, and (ii) American-style call options referencing an aggregate of 1,934,877 Shares, which expire on April 11, 2012. The agreements provide for physical settlement (unless the Reporting Person opts for a cash settlement). These agreements do not give the Reporting Persons direct or indirect voting, investment or dispositive control over the Shares to which these agreements relate. These agreements are further described in Item 5(c).

 

Put Options

 

The Reporting Persons have sold, in the over the counter market, (i) European-style put options referencing an aggregate of 6,819,411 Shares, which expire on the earlier of December 12, 2013 or the date on which the corresponding American-style call option described above in this Item 6 is exercised, and (ii) European-style put options referencing an aggregate of 1,934,877 Shares, which expire on the earlier of April 11, 2012 or the date on which the corresponding American-style call option described above in this Item 6 is exercised. The agreements provide that they settle in cash. These agreements do not give the Reporting Persons direct or indirect voting, investment or dispositive control over the Shares to which these agreements relate.

 

Except as otherwise described herein, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to any securities of the Issuer, including but not limited to transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

 

Item 7. Material to be Filed as Exhibits

 

1              Joint Filing Agreement of the Reporting Persons.

 

22

 


 

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: January 13, 2012

 

ICAHN PARTNERS MASTER FUND LP

ICAHN PARTNERS MASTER FUND II LP

ICAHN PARTNERS MASTER FUND III LP

ICAHN OFFSHORE LP

ICAHN PARTNERS LP

ICAHN ONSHORE LP

BECKTON CORP.

BARBERRY CORP.

HOPPER INVESTMENTS LLC

By: Barberry Corp., its sole member

HIGH RIVER LIMITED PARTNERSHIP

By: Hopper Investments LLC, its general partner

By: Barberry Corp., its sole member

 

 

 

By:

/s/ Edward E. Mattner

 

 

Name: Edward E. Mattner

 

 

Title: Authorized Signatory

 

 

ICAHN CAPITAL LP

By: IPH GP LLC, its general partner

By: Icahn Enterprises Holdings L.P., its sole member

By: Icahn Enterprises G.P. Inc., its general partner

IPH GP LLC

By: Icahn Enterprises Holdings L.P., its sole member

By: Icahn Enterprises G.P. Inc., its general partner

ICAHN ENTERPRISES HOLDINGS L.P.

By: Icahn Enterprises G.P. Inc., its general partner

ICAHN ENTERPRISES G.P. INC.

 

By:

/s/ Dominick Ragone

 

 

Name: Dominick Ragone

 

 

Title: Chief Financial Officer

 

 

 

/s/ Carl C. Icahn

 

CARL C. ICAHN

 

 

[Signature Page of Schedule 13D — CVR Energy, Inc.]

 

23


 

EXHIBIT 1

 

JOINT FILING AGREEMENT

 

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock of CVR Energy, Inc. and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, have executed this Joint Filing Agreement this 13th day of January, 2012.

 

 

ICAHN PARTNERS MASTER FUND LP

ICAHN PARTNERS MASTER FUND II LP

ICAHN PARTNERS MASTER FUND III LP

ICAHN OFFSHORE LP

ICAHN PARTNERS LP

ICAHN ONSHORE LP

BECKTON CORP.

BARBERRY CORP.

HOPPER INVESTMENTS LLC

By: Barberry Corp., its sole member

HIGH RIVER LIMITED PARTNERSHIP

By: Hopper Investments LLC, its general partner

By: Barberry Corp., its sole member

 

By:

/s/ Edward E. Mattner

 

 

Name: Edward E. Mattner

 

 

Title: Authorized Signatory

 

 

ICAHN CAPITAL LP

By: IPH GP LLC, its general partner

By: Icahn Enterprises Holdings L.P., its sole member

By: Icahn Enterprises G.P. Inc., its general partner

IPH GP LLC

By: Icahn Enterprises Holdings L.P., its sole member

By: Icahn Enterprises G.P. Inc., its general partner

ICAHN ENTERPRISES HOLDINGS L.P.

By: Icahn Enterprises G.P. Inc., its general partner

ICAHN ENTERPRISES G.P. INC.

 

By:

/s/ Dominick Ragone

 

 

Name: Dominick Ragone

 

 

Title: Chief Financial Officer

 

 

 

/s/ Carl C. Icahn

 

CARL C. ICAHN

 

 

[Signature Page of Joint Filing Agreement to Schedule 13D — CVR Energy, Inc.]

 


 

SCHEDULE A

 

DIRECTORS AND EXECUTIVE OFFICERS OF THE REPORTING PERSONS

 

The following sets forth the name, position, and principal occupation of each director and executive officer of each of the Reporting Persons. Each such person is a citizen of the United States of America. Except as otherwise indicated, the business address of each director and officer is c/o Icahn Associates Corp., 767 Fifth Avenue, 47th Floor, New York, New York 10153. To the best of the Reporting Persons’ knowledge, except as set forth in this statement on Schedule 13D, none of the directors or executive officers of the Reporting Persons own any Shares.

 

 

ICAHN PARTNERS MASTER FUND LP

ICAHN PARTNERS MASTER FUND II LP

ICAHN PARTNERS MASTER FUND III LP

 

Name

 

Position

Icahn Offshore LP

 

General Partner

Carl C. Icahn

 

Chief Executive Officer

Vincent J. Intrieri

 

Senior Managing Director

Irene March

 

Chief Financial Officer

Edward E. Mattner

 

Authorized Signatory

Gail Golden

 

Authorized Signatory

Keith Cozza

 

Chief Compliance Officer

 

ICAHN PARTNERS LP

 

Name

 

Position

Icahn Onshore LP

 

General Partner

Carl C. Icahn

 

Chief Executive Officer

Vincent J. Intrieri

 

Senior Managing Director

Irene March

 

Chief Financial Officer

Edward E. Mattner

 

Authorized Signatory

Gail Golden

 

Authorized Signatory

Keith Cozza

 

Chief Compliance Officer

 

ICAHN ONSHORE LP

ICAHN OFFSHORE LP

 

Name

 

Position

Icahn Capital LP

 

General Partner

Carl C. Icahn

 

Chief Executive Officer

Vincent J. Intrieri

 

Senior Managing Director

Irene March

 

Chief Financial Officer

Edward E. Mattner

 

Authorized Signatory

Gail Golden

 

Authorized Signatory

Keith Cozza

 

Chief Compliance Officer

 

ICAHN CAPITAL LP

 

Name

 

Position

IPH GP LLC

 

General Partner

 


 

Carl C. Icahn

 

Chief Executive Officer

Vincent J. Intrieri

 

Senior Managing Director\

Daniel A. Ninivaggi

 

President

Dominick Ragone

 

Chief Financial Officer

Keith Cozza

 

Chief Compliance Officer

Edward E. Mattner

 

Authorized Signatory

Gail Golden

 

Authorized Signatory

 

IPH GP LLC

 

Name

 

Position

Icahn Enterprises

 

Sole Member

Holdings L.P.

 

 

Carl C. Icahn

 

Chief Executive Officer

Vincent J. Intrieri

 

Senior Managing Director

Daniel A. Ninivaggi

 

President

Dominick Ragone

 

Chief Financial Officer

Edward E. Mattner

 

Authorized Signatory

Gail Golden

 

Authorized Signatory

Keith Cozza

 

Chief Compliance Officer

 

ICAHN ENTERPRISES HOLDINGS L.P.

 

Name

 

Position

Icahn Enterprises

 

General Partner

G.P. Inc.

 

 

 

ICAHN ENTERPRISES G.P. INC.

 

Name

 

Position

Carl C. Icahn

 

Chairman

Daniel A. Ninivaggi

 

President

William A. Leidesdorf

 

Director

Jack G. Wasserman

 

Director

James L. Nelson

 

Director

Vincent J. Intrieri

 

Director

Dominick Ragone

 

Chief Financial Officer

Felicia P. Buebel

 

Assistant Secretary

Craig Pettit

 

Vice President of Tax Administration

 

BECKTON CORP.

 

Name

 

Position

Carl C. Icahn

 

Chairman of the Board; President

Edward E. Mattner

 

Authorized Signatory

Keith Cozza

 

Secretary; Treasurer

 

HIGH RIVER LIMITED PARTNERSHIP

 

Name

 

Position

Hopper Investments LLC

 

General Partner

 


 

HOPPER INVESTMENTS LLC

 

Name

 

Position

Barberry Corp

 

Member

Edward E. Mattner

 

Authorized Signatory

 

BARBERRY CORP.

 

Name

 

Position

Carl C. Icahn

 

Chairman of the Board; President

Gail Golden

 

Vice President; Authorized Signatory

Vincent J. Intrieri

 

Vice President; Authorized Signatory

Irene March

 

Authorized Signatory

Edward E. Mattner

 

Authorized Signatory

Keith Cozza

 

Secretary; Treasurer