UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
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Fushi Copperweld, Inc.
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(Name of Issuer)
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Common Stock, Par Value $.006 Per Share
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(Title of Class of Securities)
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36113E107
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(CUSIP Number)
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Li Fu
Wise Sun Investments Ltd.
TYG Center Tower B, Suite 2601
Dongsanhuan Bei Lu, Bing 2
Beijing, 100027
China
(86) 10 8441 7777
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Richard Yee
Abax Global Capital (Hong Kong) Limited
Two International Finance Centre
Suite 6708, 8 Finance Street, Central
Hong Kong
(852) 3602 1815
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With copies to:
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Michael V. Gisser
Peter X. Huang
Skadden, Arps, Slate, Meagher & Flom LLP
30th Floor, China World Office 2
No. 1, Jianguomenwai Avenue
Beijing 100004
China
(86) 10 6535-5599
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Akiko Mikumo
Weil, Gotshal & Manges
29/F Gloucester Tower, The Landmark
15 Queen’s Road Central
Hong Kong
(852) 3476 9088
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
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December 28, 2011
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(Date of Event Which Requires Filing of this Statement)
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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 §240.13d-7 for other parties to whom copies are to be sent.
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*
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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.
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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).
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1.
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NAME OF REPORTING PERSON: Li Fu
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
x
(b)
o
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
OO
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
o
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
People’s Republic of China
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
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7.
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SOLE VOTING POWER
1,837,223
1
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8.
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SHARED VOTING POWER
9,228,433
2
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9.
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SOLE DISPOSITIVE POWER
1,837,223
3
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10.
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SHARED DISPOSITIVE POWER
9,228,433
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,065,656
4
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
x
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28.9%
5
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14.
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TYPE OF REPORTING PERSON
IN
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1
This includes 61,000 options for shares of Common Stock.
2
This includes shares directly owned by Wise Sun and members of Mr. Fu’s family.
3
This includes 61,000 options for shares of Common Stock.
4
This excludes shares beneficially owned by Abax Lotus, AGC, Abax HK and Mr. Yang.
5
The percentage of beneficial ownership of each Reporting Person is based on 38,265,138 shares of Common Stock, which includes 38,204,138 shares of Common Stock issued and outstanding as of the date of this statement and 61,000 shares of Common Stock issuable to Mr. Fu upon exercise of certain stock options.
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1.
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NAME OF REPORTING PERSON: Wise Sun Investments Ltd.
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
x
(b)
o
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
OO
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
o
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
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7.
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SOLE VOTING POWER
0
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8.
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SHARED VOTING POWER
7,930,090
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9.
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SOLE DISPOSITIVE POWER
0
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10.
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SHARED DISPOSITIVE POWER
7,930,090
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,065,656
6
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
x
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28.9%
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14.
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TYPE OF REPORTING PERSON
CO
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6
This excludes shares beneficially owned by Abax Lotus, AGC, Abax HK and Mr. Yang.
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1.
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NAME OF REPORTING PERSON: Abax Lotus Ltd.
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
x
(b)
o
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
OO, AF
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
o
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
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7.
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SOLE VOTING POWER
0
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8.
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SHARED VOTING POWER
205,050
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9.
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SOLE DISPOSITIVE POWER
0
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10.
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SHARED DISPOSITIVE POWER
205,050
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
205,050
7
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
x
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.5 %
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14.
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TYPE OF REPORTING PERSON
CO
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7
This excludes shares beneficially owned by Mr. Fu.
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1.
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NAME OF REPORTING PERSON: Abax Global Capital
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
x
(b)
o
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
OO, AF
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
o
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
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7.
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SOLE VOTING POWER
0
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8.
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SHARED VOTING POWER
205,050
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9.
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SOLE DISPOSITIVE POWER
0
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10.
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SHARED DISPOSITIVE POWER
205,050
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
205,050
8
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
x
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.5 %
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14.
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TYPE OF REPORTING PERSON
CO
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8
This excludes shares beneficially owned by Mr. Fu.
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1.
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NAME OF REPORTING PERSON: Abax Global Capital (Hong Kong) Limited
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
x
(b)
o
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
OO, AF
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Hong Kong
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
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7.
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SOLE VOTING POWER
0
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8.
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SHARED VOTING POWER
205,050
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9.
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SOLE DISPOSITIVE POWER
0
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10.
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SHARED DISPOSITIVE POWER
205,050
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
205,050
9
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
x
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.5%
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14.
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TYPE OF REPORTING PERSON
CO
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9
This excludes shares beneficially owned by Mr. Fu.
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1.
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NAME OF REPORTING PERSON: Xiang Dong Yang
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
x
(b)
o
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
OO
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
o
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Hong Kong
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
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7.
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SOLE VOTING POWER
0
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8.
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SHARED VOTING POWER
205,050
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9.
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SOLE DISPOSITIVE POWER
0
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10.
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SHARED DISPOSITIVE POWER
205,050
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
205,050
10
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
x
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.5%
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14.
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TYPE OF REPORTING PERSON
IN
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10
This excludes shares beneficially owned by Mr. Fu.
This Schedule 13D/A (the “Schedule 13D/A”) is filed jointly by Li Fu (“Mr. Fu”), Wise Sun Investments Ltd. (“Wise Sun”), Abax Lotus Ltd. (“Abax Lotus”), Abax Global Capital (“AGC”), Abax Global Capital (Hong Kong) Limited, (“Abax HK”) and Xiang Dong Yang (“Mr. Yang”, and together with Mr. Fu, Wise Sun, Abax Lotus, AGC and Abax HK, the “Reporting Persons”). With respect to Mr. Fu and Wise Sun, this Schedule 13D/A represents Amendment No. 7 to the statement on Schedule 13D with respect to the Company filed jointly by Mr. Fu and Dalian Fushi Enterprises Group Company, Ltd. (“Fushi Group”) with the SEC on January 13, 2006 (the “Original 13D”), as amended and supplemented by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5 and Amendment No. 6 jointly filed by Mr. Fu and Wise Sun with the SEC on February 10, 2009, November 4, 2010, March 1, 2011, November 21, 2011, November 21, 2011 and December 5, 2011, respectively. This Schedule 13D/A represents Amendment No. 4 to the statement on Schedule 13D with respect to the Company filed by Mr. Yang and Abax HK on November 4, 2010, as amended and supplemented by Amendment No. 1, Amendment No. 2 and Amendment No. 3 filed by Mr. Yang and Abax HK with the SEC on March 1, 2011, November 21, 2011 and December 5, 2011, respectively. This Schedule 13D/A represents Amendment No. 3 to the statement on Schedule 13D with respect to the Company filed by Abax Lotus and AGC on March 1, 2011, as amended and supplemented by Amendment No. 1 and Amendment No. 2 filed by Abax Lotus and AGC with the SEC on November 21, 2011 and December 5, 2011, respectively.
Item 3. Source and Amount of Funds or Other Consideration
The information set forth in this Item 3 shall be deemed to supplement Item 3 of the Schedule 13D/A filed by the Reporting Persons (other than Abax Lotus and AGC) on November 4, 2010 and amend and restate in its entirety Item 3 of the Schedule 13D/A filed by the Reporting Persons on November 21, 2011 (the “November Schedule 13D/A”).
With respect to the Proposed Transaction described in Item 4 of this Schedule 13D/A, the Reporting Persons anticipate that approximately US$260,000,000 will be expended in acquiring outstanding shares of Common Stock owned by shareholders of the Company other than the Reporting Persons (the “Publicly Held Shares”).
Item 4 of this Schedule 13D/A is incorporated herein by reference.
Item 4. Purpose of Transaction
The information set forth in this Item 4 shall be deemed to supplement Item 4 of the Schedule 13D/A filed by the Reporting Persons on December 5, 2011.
Notwithstanding the termination of the firm offer to acquire all of the Publicly Held Shares at a purchase price of US$9.25 per share, submitted by Mr. Fu and AGC (acting on behalf of certain investment funds managed, advised and/or appointed by it) to a special committee of the Company’s Board of Directors (the “Special Committee”) on November 17, 2011, the Special Committee subsequently provided Mr. Fu and AGC with additional financial information with respect to the Company. Additionally, the Special Committee permitted Mr. Fu, AGC and representatives and affiliates of TPG Capital, L.P. (“TPG”) to engage in discussions regarding a transaction with the Company by issuing waivers under their respective confidentiality agreements.
On December 28, 2011, following their review of the additional financial information with respect to the Company provided by the Special Committee, Mr. Fu, AGC (acting on behalf of certain investment funds managed, advised and/or appointed by it) and TPG Growth Asia, Inc. (an affiliate of TPG) submitted a revised firm offer (the “Revised Offer”) to the Special Committee to acquire all of the Publicly Held Shares at a purchase price of US$9.50 per share (the “Offer Price”) (the “Proposed Transaction”).
The Revised Offer contemplates that Mr. Fu, an entity or entities nominated by AGC, and an entity or entities affiliated with TPG will form an acquisition vehicle (the “Acquirer”) for the purpose of effecting the Proposed Transaction through a merger. The Revised Offer further contemplates that the Proposed Transaction will be funded through a combination of the proceeds from a term loan facility from China Development Bank Corporation, the proceeds from an equity investment by certain investment funds managed, advised and/or appointed by AGC, and the proceeds from an equity investment by and/or mezzanine debt financing from TPG or any of its affiliated funds, as well as rollover equity from the Reporting Persons.
The Revised Offer is subject to (i) the negotiation and execution of a definitive merger agreement and other related agreements, including a facility agreement with CDB, mutually acceptable in form and substance to the parties to the Proposed Transaction, and (ii) completion of due diligence to the satisfaction of TPG. Any such definitive merger agreement entered into in connection with the Proposed Transaction is likely to be subject to customary closing conditions, including approval by the Company’s shareholders of the terms of the Proposed Transaction, accuracy of the representations and warranties given by the parties to the merger agreement, compliance by each party to the merger agreement with its covenants thereunder and the absence of a material adverse effect. No assurances can be given that any agreement with the Company relating to the Proposed Transaction will be entered into or that the proposed merger will be consummated.
If the Proposed Transaction is completed, the shares of Common Stock would become eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Act and would be delisted from the NASDAQ Stock Exchange.
Other than as set forth herein or in the Revised Offer, none of the Reporting Persons have any plans or proposals that relate to or would result in any other action specified in clauses (a) through (j) of Item 4 on Schedule 13D.
The information set forth in this response to this Item 4 is qualified in its entirety by reference to the Revised Offer which is being filed herewith as Exhibit 7.01 and which is incorporated herein by reference.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Company.
The information set forth in this Item 6 shall be deemed to supplement Item 6 of the November Schedule 13D/A.
Items 3 and 4 of this Schedule 13D/A are incorporated herein by reference.
Item 7. Material to Be Filed as Exhibits
The following is filed herewith as an Exhibit to this Schedule 13D/A:
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Exhibit 7.01
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Offer Letter to the Special Committee of the Board of
Directors of Fushi Copperweld, Inc., dated December 28, 2011
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SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this Schedule 13D/A is true, complete and correct.
Dated: December 28, 2011
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Li Fu
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/s/ Li Fu
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Name:
Li Fu
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Wise Sun Investments Ltd.
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By:
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/s/ Li Fu
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Name:
Li Fu
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Title:
Director
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ABAX LOTUS LTD.
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By:
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/s/
Xiang Dong Yang
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Name:
Xiang Dong Yang
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Title:
Director
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ABAX GLOBAL CAPITAL
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By:
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/s/
Xiang Dong Yang
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Name:
Xiang Dong Yang
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Title:
Director
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ABAX GLOBAL CAPITAL (HONG KONG) LIMITED
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By:
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/s/
Xiang Dong Yang
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Name:
Xiang Dong Yang
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Title:
Director
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/s/
Xiang Dong Yang
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Name:
Xiang Dong Yang
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