SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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)
February 13, 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 February 13, 2012, Carl C. Icahn and other representatives of the
Reporting Persons spoke with Jack Lipinski, the Chairman, Chief Executive
Officer, and President of the Issuer, and discussed the initiatives announced on
February 13th by the Issuer. The Reporting Persons stated that they believed
that shareholders would be better served if the Issuer commenced a process to
put itself up for sale, rather than pursue the limited initiatives announced by
the Issuer.
The Reporting Persons believe that the Issuer's stock price does not
reflect current high crack spreads. The Issuer is a small company with only two
refineries. As a result, shareholders face an unfavorable risk reward ratio
since they bear not only the risk of a decline in crack spreads, but also the
risk of production interruptions which would reduce the upside from high crack
spreads. The Reporting Persons expressed their belief that there are three or
four possible acquirers that could benefit greatly from the synergies that could
be realized from a combination with the Issuer and that are better positioned to
hedge currently high crack spreads. Mr. Lipinski stated that he would take the
Reporting Persons' suggestions under advisement and discuss them with his board
of directors and advisors.
The Reporting Persons believe the shareholders, the true owners of
companies with the most to lose or gain, should decide whether or not the
companies should be sold, and at what price - not management or its advisors.
The Reporting Persons stated that while certainly the opinions of management and
its advisors should be made known, the ultimate decision should be left in the
hands of the stockholders/owners.
The Reporting Persons also noted that the deadline for delivering notice to
the Issuer regarding the intention to make proposals, including to nominate
individuals for election as directors, at the 2012 annual meeting of
shareholders of the Issuer is this Friday, and that the Reporting Persons were
currently contemplating whether to deliver such a notice.
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: February 14, 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 Amendment No. 2 to Schedule 13D - CVR Energy, Inc.]