UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Amendment No. 2 to
SCHEDULE TO
Tender Offer Statement
Under Section 14(d)(1) of the Securities Exchange Act of 1934
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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))
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8% Convertible Secured Debentures due September 30, 2006 N/A
(Title of Class of Securities) (CUSIP Number of Class
of Securities)
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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)
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Calculation of Filing Fee
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Transaction valuation* Amount of filing fee
$ 4,303,750 $860.75
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* 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
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Name: Alan Gaines
Title: Chief Executive Officer
6
Exhibits Index
Exhibit No. Description
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99(a)(6) Letter to Debenture Holders from Dune Energy, Inc., dated
January 19, 2007.