-----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, HJPlv0pBnwU/iNPIf6JCziuxEjsbDTGPb/6wa2I+WJES0PnEd3vsWx8wQuAeNtuF fMConE6DkvHvwEA1ec30aQ== 0001193805-07-000103.txt : 20070119 0001193805-07-000103.hdr.sgml : 20070119 20070119122648 ACCESSION NUMBER: 0001193805-07-000103 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20070119 DATE AS OF CHANGE: 20070119 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 TO-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-41331 FILM NUMBER: 07540027 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 TO-T/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 TO-T/A 1 e601429_sctota-dune.txt AMEND NO. 2 TO SCHEDULE TO UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------------- Amendment No. 2 to SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) of the Securities Exchange Act of 1934 ----------------------------- American Natural Energy Corporation (Name of Subject Company (issuer)) Dune Energy, Inc., Offeror (Names of Filing Persons (identifying status as offeror, issuer or other person)) ----------------------------- 8% Convertible Secured Debentures due September 30, 2006 N/A (Title of Class of Securities) (CUSIP Number of Class of Securities) ----------------------------- Copies to: Alan Gaines, Chief Executive Officer Matthew S. Cohen, Esq. Dune Energy, Inc. Eaton & Van Winkle LLP 3050 Post Oak Boulevard, Suite 695 3 Park Avenue, 16th floor Houston, TX 77056 New York, NY 10016 (212) 779-9910 (Name, address, and telephone numbers of persons authorized to receive notices and communications on behalf of filing persons) ----------------------------- Calculation of Filing Fee - -------------------------------------------------------------------------------- Transaction valuation* Amount of filing fee $ 4,303,750 $860.75 - -------------------------------------------------------------------------------- * Calculated solely for purposes of determining the filing fee. The purchase price, as described herein, is fifty-five percent (55%) of the principal amount outstanding under the American Natural Energy Corporation 8% Convertible Secured Debentures due 2006 and is payable in the form of shares of the common stock, $.001 par value, of the Company, based upon the average closing price as reported on the American Stock Exchange over the ten trading days preceding the third trading day immediately preceding the date the tender offer expires. At December 26, 2006, the aggregate principal amount of the outstanding debentures that are subject to the tender offer was $7,825,000 and the closing price of the Company's common stock was $ 1.95 per share. |X| Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount Previously Paid: $860.75 Form or Registration No.: Schedule TO-T Filing Party: Dune Energy, Inc. Date Filed: December 28, 2006 |_| Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: |X| third-party tender offer subject to Rule 14d-1. |_| issuer tender offer subject to Rule 13e-4. |_| going-private transaction subject to Rule 13e-3. |_| amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer: |_| Item 12. Exhibits. Item 12 of the Schedule TO-T is hereby amended by adding the following exhibit: (a) Tender Offer Materials (6) Letter to Debenture Holders from Dune Energy, Inc., dated January 19, 2007. SIGNATURE After due 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. Dated January 19, 2007 /s/ Alan Gaines -------------------------------- Name: Alan Gaines Title: Chief Executive Officer 6 Exhibits Index Exhibit No. Description - ----------- ----------- 99(a)(6) Letter to Debenture Holders from Dune Energy, Inc., dated January 19, 2007. EX-99.(A)(6) 2 e601429_ex99-a6.txt LETTER TO DEBENTURE HOLDERS Dune Energy, Inc. 3050 Post Oak Blvd., Suite 695 Houston, TX 77056 January 19, 2007 Re: Tender Offer for American Natural Energy Corporation 8% Convertible Debentures Due September 30, 2006 (the "Debentures"); Amendment to Schedule TO and Offer to Purchase Dear Debenture Holder: Reference is made to letter dated December 28, 2006 from Dune Energy, Inc. ("Dune") tendering Dune's offer to purchase the above-referenced Debentures registered in your name upon and subject to the terms and conditions set forth in that Offer to Purchase Statement ("Offer to Purchase") enclosed therewith, which tender offer was further evidenced by that Tender Offer Statement on Schedule TO-T filed with the Securities and Exchange Commission (the "Commission") by Dune on such date. At the request of the Commission, we have now amended our Schedule TO-T ("Amendment No. 1") to provide summary financial data for Dune at each of December 31, 2005 and 2004 and for the year ended December 31, 2006, as well as at September 30, 2006 and for the nine-month period ended thereon, a copy of which is enclosed herewith. The summary financial data, enclosed herewith, is derived from financial statements contained in Dune's Annual Report on Form 10-KSB and September 30, 1996 Quarterly Report on Form 10-QSB incorporated in the Schedule TO-T and publicly available, together with Dune's other publicly-filed documents, at the Commissions website at http://www.sec.gov. None of the economic terms of the tender offer have been modified by Amendment No. 1, including the Purchase Price and the calculation on January 26, 2007 of the number of Dune Shares comprising the Purchase Price, all as set forth in the Offer to Purchase previously delivered to you. Moreover, a toll-free telephone number at 1-800-510-8522 (Attn: Matthew S. Cohen, Esq.) has been made available to debenture holders during the balance of the offering for purposes of ascertaining the representative Purchase Price with respect to the offer, calculated as if the 10-day trading period used for calculating the Purchase Price ended on the trading day preceding any telephone call. Other amendments made to the Offer to Purchase, as reflected in the amended and restated Offer to Purchase included as an exhibit to Amendment No. 1, are designed to explicitly ensure that (i) any waiver by Dune of any of the conditions to the tender offer shall be applicable to all debenture holders and Debenture Holders January 19, 2007 Page 2 of 3 (ii) no debenture holder is deemed to have released or waived Dune, implicitly or otherwise, from any liability under the securities laws that may arise in connection with the tender offer. The Amended and Restated Offer to Purchase is an exhibit to Amendment No. 1 and, together with Amendment No. 1, is accessible under the public filings of American Natural Energy Corporation at the Commission's website at http://www.sec.gov. Lastly, as a follow up to the December 28th correspondence, you are reminded that to validly tender your Debentures the Depositary must receive on or before January 31, 2007: 1. Complete, sign (and obtain a Medallion Signature Guaranty for) the Letter of Transmittal delivered in our December 28th correspondence, as required on pages 2 and 3 thereof; 2. Complete, sign (and obtain a Medallion Signature Guaranty for) the Transfer Form delivered in our December 28th correspondence; and 3. Mail to Computershare Trust Company of Canada, as Depositary, the signed Letter of Transmittal, Transfer Form and the original Debentures and related certificates previously issued to you. If you have any questions concerning the tender offer, you are directed to contact Luce Lafontaine at the office of the Depositary at telephone number (604) 661-0203 or Matthew S. Cohen, Esq. at Eaton & Van Winkle, LLP, as counsel for Dune, at (212) 779-9910. By Order Of the Board of Directors /s/ Richard M. Cohen ---------------------------------- Richard M. Cohen Secretary, Dune Energy, Inc. Enclosure: Summary Financial Data Summary Financial Data of Dune Energy, Inc.* The summary balance sheet data and the statement of operations data of the Company set forth below are derived from the financial statements of the Company incorporated herein by reference to its periodic filings with the SEC, copies of which are publicly available over the Internet at the SEC's website at http://www.sec.gov, as provided in the Offer to Purchase in the section entitled "Where You Can Find More Information". This financial data should be read in conjunction with, and is qualified in its entirety by reference to, such financial statements and all of the financial information and notes contained therein. The financial sheet data as of December 31, 2005 and 2004 and for the year then ended have been derived from the financial statements of the Company audited by Malone & Bailey, PC, which financial statements are incorporated herein by reference to the Company's Annual Report on Form 10-KSB for the fiscal year ended December 31, 2005 previously filed with the SEC. The financial data for the nine-month periods ended September 30, 2006 and September 30, 2005 have been derived from the unaudited financial statements incorporated herein by reference to the Company's Quarterly Report on Form 10-QSB for the quarterly period ended September 30, 2006 previously filed with the SEC. These unaudited financial statements have been prepared on a basis substantially consistent with the audited financial statements and, in the opinion of management, include all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of the Company's results of operations. The interim results are not necessarily indicative of results to be expected for the full year, and the historical results are not necessarily indicative of results to be expected in any future period. Summary Financial Data
Nine Months Ended Year Ended September 30, December 31, 2006 2005 2005 2004 ----------------------------------------------------------------- Operating Data Total revenues $ 4,171,890 $ 2,046,259 $ 3,742,278 $ 1,022,297 Operating loss (2,637,058) (605,862) (612,772) (1,079,717) Net loss (7,461,734) (1,003,635) (1,584,643) (1,114,961) Net loss per share: Basic and diluted $ (0.13) $ (0.02) $ (0.03) $ (0.04) September 30, December 31, 2006 2005 ------------------------------ Balance Sheet Data Current assets $ 8,848,062 $ 5,350,087 Noncurrent assets 69,360,422 53,181,692 Total assets 78,208,484 58,531,779 Current liabilities 4,568,359 4,280,024 Noncurrent liabilities 42,836,654 39,366,749 Total liabilities 47,405,013 43,646,773 Shareholder's equity 30,803,471 14,885,006
- ---------- * Excerpt from amended tender offer statement on Schedule TO-T/A (Amendment No. 1) filed with the Securities and Exchange Commission on June 17, 2007. -----END PRIVACY-ENHANCED MESSAGE-----