UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE TO

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR SECTION 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)

DELEK US HOLDINGS, INC.

(Name of Subject Company (Issuer) and Filing Person (Offeror))

(Title of Class of Securities)

246647 10 1
(CUSIP Number of Class of Securities)

Kent B. Thomas
General Counsel
Delek US Holdings, Inc.
7102 Commerce Way
Brentwood, Tennessee 37027
(615) 771-6701
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of the Filing Person)

Copy to:
Merrill M. Kraines, Esq.
Manuel G.R. Rivera, Esq.
Fulbright & Jaworski L.L.P.
666 Fifth Avenue
New York, New York 10103
Telephone (212) 318-3000
Fax (212) 318-3400

CALCULATION OF FILING FEE

	TRANSACTION VALUATION*			AMOUNT OF FILING FEE*
	$3,360,547			$187.52

þ

Check 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:		$187.52		Filing party:		Delek US Holdings, Inc.
Form or Registration No.:		Schedule TO-I		Date Filed:		May 13, 2009

o

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:

	o		third-party tender offer subject to Rule 14d-1
	þ		issuer tender offer subject to Rule 13e-4
	o		going private transaction subject to Rule 13e-3
	o		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: o

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

	o		Rule 13d-4(i) (Cross-Border Issuer Tender Offer)
	o		Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

 

 

AMENDMENT NO. 1 TO SCHEDULE TO

     This Amendment No. 1 amends and supplements the Tender Offer Statement on Schedule TO (the “Schedule TO”) filed with the Securities and Exchange Commission on May 13, 2009 by Delek US Holdings, Inc., a Delaware corporation (the “Company”), relating to the offer (the “Offer”), by the Company to eligible employees and directors of the Company and its subsidiaries, to exchange outstanding options to purchase shares of the Company’s common stock granted under the Delek US Holdings, Inc. 2006 Long-Term Incentive Plan with per share exercise prices ranging between $16.00 and $35.08, for new options to purchase fewer shares of the Company’s common stock at a lower exercise price, on the terms and under the conditions set forth in the offering memorandum dated May 13, 2009 (the “Offering Memorandum”) and the related documents (collectively, the “Offer Documents”), copies of which were previously filed with the Schedule TO as Exhibits.

Extension of the Offer

     The Offering Memorandum is hereby amended as set forth in Exhibit (a)(i)(xiii), “Amendment to Offering Memorandum Relating to Our Offer to Exchange Certain Outstanding Options to Purchase Common Stock for Replacement Options to Purchase Common Stock.” Throughout the Schedule TO and Exhibits, all references to the expiration of the Offer, which was originally scheduled to occur at 10:00 p.m. Central Time on June 10, 2009, are hereby amended to extend the expiration time of the Offer to 12:00 midnight, Eastern Time (11:00 p.m. Central Time), on June 10, 2009.

     The information in the Offer Documents which were previously filed with the Schedule TO is incorporated herein by reference in response to the items required in this Schedule TO, except that such information is hereby amended and supplemented to the extent specifically set forth herein. Except as specifically set forth herein, this Amendment No. 1 does not modify any of the information previously reported in the Schedule TO.

Item 12. Exhibits.

     Item 12 of the Schedule TO is hereby amended and supplemented to add the following Exhibits:

(a)(1)(xiii)*		Amendment to Offering Memorandum Relating to our Offer to Exchange Certain Outstanding Options to Purchase Common Stock for Replacement Options to Purchase Common Stock, dated May 21, 2009.
(a)(1)(xiv)*		Form of E-mail/Letter Announcing Extension of the Offer.

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.

INDEX TO EXHIBITS

(a)(1)(i)+		Offering Memorandum relating to our Offer to Exchange Certain Outstanding Options to Purchase Common Stock for Replacement Options to Purchase Common Stock, dated May 13, 2009.
(a)(1)(ii)+		Introductory E-mail to All Eligible Option Holders from Kathy Roadarmel, dated May 13, 2009.
(a)(1)(iii)+		Summary of Stock Option Exchange Program.
(a)(1)(iv)+		Form of E-mail Announcement of Option Exchange Offer, dated May 13, 2009.
(a)(1)(v)+		Election Form.
(a)(1)(vi)+		Screen Shots of Offer Website.
(a)(1)(vii)+		Form of Confirmation E-mails concerning Receipt of Election Form.
(a)(1)(viii)+		Form of Reminder E-mail.
(a)(1)(ix)+		Instructions Form Part of the Terms and Conditions of the Offer.
(a)(1)(x)+		Agreement to Terms of Election.
(a)(1)(xi)		Delek US Holdings, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008, filed with the Securities and Exchange Commission on March 9, 2009 and incorporated herein by reference.
(a)(1)(xii)		Delek US Holdings, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2009, filed with the Securities and Exchange Commission on May 11, 2009 and incorporated herein by reference.
(a)(1)(xiii)*		Amendment to Offering Memorandum Relating to our Offer to Exchange Certain Outstanding Options to Purchase Common Stock for Replacement Options to Purchase Common Stock, dated May 21, 2009.
(a)(1)(xiv)*		Form of E-mail/Letter Announcing Extension of the Offer.
(a)(2)		Not applicable.
(a)(3)		Not applicable.
(a)(4)		Delek US Holdings, Inc.’s Registration Statement on Form S-8 (File No. 333-134495), filed with the Securities and Exchange Commission on May 26, 2006 and incorporated herein by reference.
(a)(5)		Delek US Holdings, Inc.’s Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on April 3, 2009 and incorporated herein by reference.
(b)		Not applicable.
(d)(i)		Delek US Holdings, Inc. 2006 Long-Term Incentive Plan is incorporated herein by reference to Exhibit 10.13 of Delek US Holdings, Inc.’s

		Registration Statement on Form S-1/A (File No. 333-131675), filed with the Securities and Exchange Commission on April 20, 2006.
(d)(ii)		Director Form of Stock Option Agreement pursuant to the Delek US Holdings, Inc. 2006 Long-Term Incentive Plan is incorporated herein by reference to Exhibit 10.13(b) of Delek US Holdings, Inc.’s Registration Statement on Form S-1/A (File No. 333-131675), filed with the Securities and Exchange Commission on April 20, 2006.
(d)(iii)		Officer Form of Stock Option Agreement pursuant to the Delek US Holdings, Inc. 2006 Long-Term Incentive Plan is hereby incorporated by reference to Exhibit 10.13(c) of Delek US Holdings, Inc.’s Registration Statement on Form S-1/A (File No. 333-131675), filed with the Securities and Exchange Commission on April 20, 2006.
(g)		Not applicable.
(h)		Not applicable.