SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
DUNE ENERGY, INC.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
265338707
(CUSIP Number)
Jonathan D. Wasserman
Equity Group Investments
2 North Riverside Plaza, Suite 600
Chicago, Illinois 60606
312-466-3505
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 5, 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 §§ 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(b) 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 (the “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).
| CUSIP No. 265338707 | Schedule 13D | Page2 of 11 |
| | |
| 1. | Names of Reporting Persons. |
| | |
| Zell Credit Opportunities Side Fund, L.P. |
| | |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) |
| | (a)x |
| | (b)¨ |
| | |
| 3. | SEC Use Only |
| | |
| 4. | Source of Funds (See Instructions) |
| OO |
| | |
| 5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)¨ |
| | |
| 6. | Citizenship or Place of Organization |
| Delaware |
| |
| NUMBER OF | 7. | Sole Voting Power – 0 |
| SHARES | | |
| BENEFICIALLY | 8. | Shared Voting Power – 2,523,526 |
| OWNED BY | | |
| EACH | 9. | Sole Dispositive Power – 0 |
| REPORTING | | |
| PERSON | 10. | Shared Dispositive Power – 2,523,526 |
| WITH | | |
| | |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person |
| 2,523,526 |
| | |
| 12. | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares |
| | (See Instructions)¨ |
| | |
| 13. | Percent of Class Represented by Amount in Row (11) |
| 6.4% (1) |
| | |
| 14. | Type of Reporting Person (See Instructions) |
| PN | |
| | |
(1) Based on 39,614,710 shares of Common Stock outstanding as of November 2, 2012, as reported in the Quarterly Report on Form 10-Q of the Issuer for the quarterly period ended September 30, 2012.
| CUSIP No. 265338707 | Schedule 13D | Page3 of 11 |
| | |
| 1. | Names of Reporting Persons. |
| | |
| Zell Credit Opportunities Master Fund, L.P. |
| | |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) |
| | (a) ¨ |
| | (b)¨ |
| | |
| 3. | SEC Use Only |
| | |
| 4. | Source of Funds (See Instructions) |
| OO |
| | |
| 5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)¨ |
| | |
| 6. | Citizenship or Place of Organization |
| Delaware |
| |
| NUMBER OF | 7. | Sole Voting Power – 0 |
| SHARES | | |
| BENEFICIALLY | 8. | Shared Voting Power – 0 |
| OWNED BY | | |
| EACH | 9. | Sole Dispositive Power – 0 |
| REPORTING | | |
| PERSON | 10. | Shared Dispositive Power – 0 |
| WITH | | |
| | |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person |
| 0 |
| | |
| 12. | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares |
| | (See Instructions)¨ |
| | |
| 13. | Percent of Class Represented by Amount in Row (11) |
| 0.0% (1) |
| | |
| 14. | Type of Reporting Person (See Instructions) |
| PN | |
| | |
(1) Based on 39,614,710 shares of Common Stock outstanding as of November 2, 2012, as reported in the Quarterly Report on Form 10-Q of the Issuer for the quarterly period ended September 30, 2012.
| CUSIP No. 265338707 | Schedule 13D | Page4 of 11 |
| | |
| 1. | Names of Reporting Persons. |
| | |
| Zell Credit Opportunities (GenPar), L.L.C. |
| | |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) |
| | (a) ¨ |
| | (b)¨ |
| | |
| 3. | SEC Use Only |
| | |
| 4. | Source of Funds (See Instructions) |
| OO |
| | |
| 5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)¨ |
| | |
| 6. | Citizenship or Place of Organization |
| Delaware |
| |
| NUMBER OF | 7. | Sole Voting Power – 0 |
| SHARES | | |
| BENEFICIALLY | 8. | Shared Voting Power – 0 |
| OWNED BY | | |
| EACH | 9. | Sole Dispositive Power – 0 |
| REPORTING | | |
| PERSON | 10. | Shared Dispositive Power – 0 |
| WITH | | |
| | |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person |
| 0 |
| | |
| 12. | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares |
| | (See Instructions)¨ |
| | |
| 13. | Percent of Class Represented by Amount in Row (11) |
| 0.0% (1) |
| | |
| 14. | Type of Reporting Person (See Instructions) |
| OO – limited liability company |
| | |
(1) Based on 39,614,710 shares of Common Stock outstanding as of November 2, 2012, as reported in the Quarterly Report on Form 10-Q of the Issuer for the quarterly period ended September 30, 2012.
| CUSIP No. 265338707 | Schedule 13D | Page5 of 11 |
| | |
| 1. | Names of Reporting Persons. |
| | |
| EGI Investment Manager, L.L.C. |
| | |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) |
| | (a) ¨ |
| | (b)¨ |
| | |
| 3. | SEC Use Only |
| | |
| 4. | Source of Funds (See Instructions) |
| OO |
| | |
| 5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)¨ |
| | |
| 6. | Citizenship or Place of Organization |
| Delaware |
| |
| NUMBER OF | 7. | Sole Voting Power – 0 |
| SHARES | | |
| BENEFICIALLY | 8. | Shared Voting Power – 0 |
| OWNED BY | | |
| EACH | 9. | Sole Dispositive Power – 0 |
| REPORTING | | |
| PERSON | 10. | Shared Dispositive Power – 0 |
| WITH | | |
| | |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person |
| 0 |
| | |
| 12. | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares |
| | (See Instructions)¨ |
| | |
| 13. | Percent of Class Represented by Amount in Row (11) |
| 0.0% (1) |
| | |
| 14. | Type of Reporting Person (See Instructions) |
| OO – limited liability company |
| | |
(1) Based on 39,614,710 shares of Common Stock outstanding as of November 2, 2012, as reported in the Quarterly Report on Form 10-Q of the Issuer for the quarterly period ended September 30, 2012.
| CUSIP No. 265338707 | Schedule 13D | Page6 of 11 |
| | |
| 1. | Names of Reporting Persons. |
| | |
| SZ Investments, L.L.C. |
| | |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) |
| | (a) ¨ |
| | (b)¨ |
| | |
| 3. | SEC Use Only |
| | |
| 4. | Source of Funds (See Instructions) |
| OO |
| | |
| 5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)¨ |
| | |
| 6. | Citizenship or Place of Organization |
| Delaware |
| |
| NUMBER OF | 7. | Sole Voting Power – 0 |
| SHARES | | |
| BENEFICIALLY | 8. | Shared Voting Power – 0 |
| OWNED BY | | |
| EACH | 9. | Sole Dispositive Power – 0 |
| REPORTING | | |
| PERSON | 10. | Shared Dispositive Power – 0 |
| WITH | | |
| | |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person |
| 0 |
| | |
| 12. | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares |
| | (See Instructions)¨ |
| | |
| 13. | Percent of Class Represented by Amount in Row (11) |
| 0.0% (1) |
| | |
| 14. | Type of Reporting Person (See Instructions) |
| OO – limited liability company |
| | |
(1) Based on 39,614,710 shares of Common Stock outstanding as of November 2, 2012, as reported in the Quarterly Report on Form 10-Q of the Issuer for the quarterly period ended September 30, 2012.
| CUSIP No. 265338707 | Schedule 13D | Page7 of 11 |
| | |
| 1. | Names of Reporting Persons. |
| | |
| Chai Trust Company, LLC |
| | |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) |
| | (a)x |
| | (b)¨ |
| | |
| 3. | SEC Use Only |
| | |
| 4. | Source of Funds (See Instructions) |
| OO |
| | |
| 5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)¨ |
| | |
| 6. | Citizenship or Place of Organization |
| Illinois |
| |
| NUMBER OF | 7. | Sole Voting Power – 0 |
| SHARES | | |
| BENEFICIALLY | 8. | Shared Voting Power – 2,523,526 |
| OWNED BY | | |
| EACH | 9. | Sole Dispositive Power – 0 |
| REPORTING | | |
| PERSON | 10. | Shared Dispositive Power – 2,523,526 |
| WITH | | |
| | |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person |
| 2,523,526 |
| | |
| 12. | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares |
| | (See Instructions)¨ |
| | |
| 13. | Percent of Class Represented by Amount in Row (11) |
| 6.4% (1) |
| | |
| 14. | Type of Reporting Person (See Instructions) |
| OO – limited liability company |
| | |
(1) Based on 39,614,710 shares of Common Stock outstanding as of November 2, 2012, as reported in the Quarterly Report on Form 10-Q of the Issuer for the quarterly period ended September 30, 2012.
| CUSIP No. 265338707 | Schedule 13D | Page8 of 11 |
ITEM 1. Security and Issuer.
This Amendment No. 1 to Schedule 13D (this “Amendment”) relates to the common stock, par value $0.001 per share (the “Common Stock”), of Dune Energy, Inc., a Delaware corporation (the “Issuer”), and amends and supplements the Schedule 13D originally filed on January 3, 2012 with respect to the Common Stock of the Issuer by Zell Credit Opportunities Master Fund, L.P., a Delaware limited partnership (“ZCOF”), and certain other reporting persons (such original Schedule 13D, the “Schedule 13D,” and the Schedule 13D, as amended and supplemented by this Amendment, this “Statement”). This Statement also constitutes an initial Schedule 13D filing by Zell Credit Opportunities Side Fund, L.P., a Delaware limited partnership (“Side Fund”), with respect to the Common Stock of the Issuer. The Issuer’s principal executive office is located at Two Shell Plaza, 777 Walker Street, Suite 2300, Houston, Texas 77002.
Item 1 of the Schedule 13D is hereby amended and supplemented by the inclusion of the information in the immediately-preceding paragraph.
ITEM 2. Identity and Background.
Item 2 of the Schedule 13D is hereby amended and restated in its entirety as follows:
(a-c) This Statement is being filed on behalf of ZCOF; Side Fund; Zell Credit Opportunities (GenPar), L.L.C., a Delaware limited liability company (“GP”); EGI Investment Manager, L.L.C., a Delaware limited liability company (“Manager”); SZ Investments, L.L.C., a Delaware limited liability company (“SZI”); and Chai Trust Company, LLC, an Illinois limited liability company (“Chai Trust”). ZCOF, Side Fund, GP, Manager, SZI and Chai Trust are sometimes collectively referred to herein as the “Reporting Persons”.
On March 30, 2012, GP was replaced as general partner of ZCOF by Chai Trust, and Manager was replaced as investment manager of ZCOF by Chai Trust (such replacements, the “GP/Investment Manager Replacements”).
ZCOF is a limited partnership and has no officers. Side Fund is a limited partnership and has no officers. Chai Trust is the general partner and investment manager of ZCOF and Side Fund. The manager of SZI is Chai Trust. SZI and Manager are indirectly owned by various trusts established for the benefit of Samuel Zell and his family (the “Trusts”). The trustee of each of the Trusts is Chai Trust.
The officers and managing directors of Chai Trust are as follows:
| Donald J. Liebentritt | President and a Senior Managing Director of Chai Trust; Chief Restructuring Officer of Tribune Company |
| Kellie Zell | Senior Managing Director of Chai Trust. Ms. Zell also works as a homemaker |
| JoAnn Zell | Senior Managing Director of Chai Trust. Mrs. Zell is a physician |
| Matthew Zell | Senior Managing Director of Chai Trust and a Managing Director of the Equity Group Investments division of Chai Trust (“EGI”) |
| Robert M. Levin | Senior Trust Officer and a Senior Managing Director of Chai Trust. Mr. Levin is also a partner in the law firm Levin & Schreder Ltd., whose business address is 120 North LaSalle Street, Suite 3800, Chicago, Illinois 60602 |
| James Bunegar | Vice President, Chief Operating Officer, Assistant Trust Officer and Treasurer of Chai Trust. Mr. Bunegar is also the Vice President - Taxes of EGI |
| CUSIP No. 265338707 | Schedule 13D | Page9 of 11 |
| Philip Tinkler | Chief Financial Officer of Chai Trust. Mr. Tinkler is Chief Financial Officer and Chief Operating Officer of EGI |
| Jon Wasserman | Senior Managing Director of Chai Trust. Mr. Wasserman is Chief Legal Officer of EGI |
The officers of SZI are as follows:
| Samuel Zell | President; Chairman and Chief Executive Officer of EGI |
| William Pate | Vice President; President and Chief Investment Officer of EGI |
| Philip Tinkler | Vice President; Vice President, Chief Financial Officer and Chief Operating Officer of EGI; Chief Financial Officer of Chai Trust |
| Jon Wasserman | Vice President; Chief Legal Officer of EGI; Senior Managing Director of Chai Trust |
The officers of each of GP and Manager are as follows:
| Samuel Zell | President; Chairman and Chief Executive Officer of EGI |
| William Pate | Vice President; Vice President; President and Chief Investment Officer of EGI |
| Philip Tinkler | Vice President; Chief Financial Officer and Chief Operating Officer of EGI; Chief Financial Officer of Chai Trust |
| Jon Wasserman | Vice President; Chief Legal Officer of EGI; Senior Managing Director of Chai Trust |
The officers and managing directors of Chai Trust and the officers of SZI, GP and Manager are referred to herein as the “Additional Persons.”
The business address of each Reporting Person and each Additional Person is Two North Riverside Plaza, Suite 600, Chicago, Illinois 60606.
(d) and (e) No Reporting Person and, to the best knowledge of each Reporting Person, none of the Additional Persons has, during the last five years, (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) 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 finding any violation with respect to such laws.
(f) Chai Trust is organized under the laws of the state of Illinois, and each of the other Reporting Persons is organized under the laws of the state of Delaware. Each of the Additional Persons is a United States citizen.
ITEM 3. Source and Amount of Funds or Other Consideration.
Item 3 of the Schedule 13D is hereby amended and supplemented by the addition of the following:
The disclosure in Item 5 is incorporated herein by reference.
ITEM 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:
| CUSIP No. 265338707 | Schedule 13D | Page10 of 11 |
(a) and (b) There were 39,614,710 shares of Common Stock of the Issuer outstanding as of November 2, 2012, as reported in the Quarterly Report on Form 10-Q of the Issuer for the quarterly period ended September 30, 2012.
Side Fund and Chai Trust share beneficially own, and share voting and dispositive power as to, 2,523,526 shares of Common Stock of the Issuer, representing approximately 6.4% of the issued and outstanding shares of Common Stock of the Issuer, with such percentage calculated in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended. None of the Reporting Persons beneficially own any other shares of Common Stock of the Issuer. As a result of theGP/Investment Manager Replacements, GP, Manager and SZI no longer beneficially own any shares of the Common Stock, and, as a result of the Transfer (as defined below), ZCOF no longer beneficially owns any shares of the Common Stock of the Issuer.
(c) On December 5, 2012, ZCOF contributed all of the 2,523,526 shares of Common Stock of the Issuer then held by ZCOF to Side Fund in exchange for limited partnership interests in Side Fund. Promptly thereafter, ZCOF distributed all of the limited partnership interests in Side Fund to the limited partners of ZCOF (such contribution and distributions, the “Transfer”). Chai Trust, ZCOF’s general partner, is also the general partner of Side Fund. Other than the Transfer, during the last 60 days, no transactions in the Common Stock of the Issuer were effected by any Reporting Person or, to the best knowledge of each Reporting Person, any of the Additional Persons.
(d) Not applicable.
(e) ZCOF ceased to be the beneficial owner of more than five percent of the Common Stock of the Issuer on December 5, 2012. Each of GP, Manager and SZI ceased to be the beneficial owner of more than five percent of the Common Stock of the Issuer on March 30, 2012.
ITEM 7. Material to be Filed as Exhibits.
Item 7 of the Schedule 13D is hereby amended and restated in its entirety as follows:
| 1. | Offer to Exchange Relating to Any and All of its Outstanding 10 1/2% Senior Secured Notes due 2012 dated November 14, 2011(incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by the Issuer on November 14, 2011). |
| 2. | Joint Filing Agreement dated January 3, 2012 (incorporated by reference to Exhibit 2 attached to the Schedule 13D filed on January 3, 2012). |
| 3. | Joint Filing Agreement dated December 6, 2012 (filed herewith). |
| CUSIP No. 265338707 | Schedule 13D | Page11 of 11 |
SIGNATURE
After reasonable 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.
DATE: December 6, 2012
Zell Credit Opportunities masteR Fund, L.P.
Zell Credit Opportunities SIDE Fund, L.P.
Each by:CHAI TRUST COMPANY, LLC
Its: General Partner
| By: /s/ Philip G. Tinkler | |
| Philip G. Tinkler |
| Chief Financial Officer |
| CHAI TRUST COMPANY, LLC |
| |
| By: /s/ Philip G. Tinkler | |
| Philip G. Tinkler |
| Chief Financial Officer |
| Zell Credit Opportunities (GenPar), L.L.C. |
| |
| By: /s/ Philip G. Tinkler | |
| Philip G. Tinkler |
| Vice President |
| EGI INVESTMENT MANAGER, L.L.C. |
| |
| By: /s/ Philip G. Tinkler | |
| Philip G. Tinkler |
| Vice President |
| SZ INVESTMENTS, L.L.C. |
| |
| By: /s/ Philip G. Tinkler | |
| Philip G. Tinkler |
| Vice President |
EXHIBIT INDEX
| 1. | Offer to Exchange Relating to Any and All of its Outstanding 10 1/2% Senior Secured Notes due 2012 dated November 14, 2011(incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by the Issuer on November 14, 2011). |
| 2. | Joint Filing Agreement dated January 3, 2012 (incorporated by reference to Exhibit 2 attached to the Schedule 13D filed on January 3, 2012). |
| 3. | Joint Filing Agreement dated December 6, 2012 (filed herewith). |
