- Amended Statement of Beneficial Ownership (SC 13D/A)
November 04 2008 - 3:45PM
Edgar (US Regulatory)
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UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13D/A
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Under
the Securities Exchange Act of 1934
(Amendment No. 1)*
Green Plains Renewable Energy, Inc.
(Name
of Issuer)
Common Stock, $.001 Par Value
(Title
of Class of Securities)
(CUSIP
Number)
David T. Quinby, Esq.
Rebecca B. Sandberg, Esq.
Stoel Rives LLP
33 South Sixth Street, Suite 4200
Minneapolis, Minnesota
55402
(612) 373-8800
(Name,
Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
(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.
o
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).
CUSIP
No.
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1.
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Names
of Reporting Persons
NTR plc
No IRS Identification Number
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2.
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Check
the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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If any of the shares
beneficially owned by a reporting person are held as a member of a group and
the membership is expressly affirmed, please check.
o
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(b)
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If the reporting person
disclaims membership in a group or describes a relationship with other person
but does not affirm the existence of a group, please check.
x
(Unless it is a joint filing pursuant to
Rule 13d-1(k)(1), in which case, it may not be necessary to check this 2(b)).
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3.
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SEC
Use Only
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4.
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Source
of Funds (See Instructions)
Not Applicable
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5.
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Check if Disclosure of
Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
o
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6.
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Citizenship or Place of
Organization
Ireland
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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
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8.
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Shared
Voting Power
11,227,653
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9.
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Sole
Dispositive Power
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10.
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Shared Dispositive Power
11,227,653
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
11, 227,653
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12.
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
x
*
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13.
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Percent
of Class Represented by Amount in Row (11)
45.47% (Based upon 24,694,000 shares outstanding as of October 23, 2008, as
advised by the Issuer)
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14.
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Type
of Reporting Person (See Instructions)
CO Corporation
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* As a result of the
Shareholders Agreement described in Item 6 of the initial Schedule 13D, the
Reporting Persons may be deemed to be the beneficial owners of shares of the
Issuers common stock beneficially owned by Wilon Holdings S.A. and Wayne
Hoovestol. Based on the information
provided to the Reporting Persons, as further described in Item 5 of this
Amended Schedule 13D, Wilon Holdings S.A. beneficially owns 2,070,716 shares of
the Issuers common stock, representing 8.4% of the issued and outstanding
common stock of the Issuer. Based on the
information provided to the Reporting Persons, Wayne Hoovestol beneficially
owns 973,126 shares of the Issuers common stock, representing 3.9% of issued
and outstanding common stock of the Issuer.
Each Reporting Person expressly disclaims beneficial ownership of the
shares beneficially owned by Wilon Holdings S.A. and Wayne Hoovestol, except to
the extent of any pecuniary interest they may have therein.
2
CUSIP
No.
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1.
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Names
of Reporting Persons
Bioverda International
Holdings Limited
No IRS Identification Number
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2.
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Check
the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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If any of the shares
beneficially owned by a reporting person are held as a member of a group and
the membership is expressly affirmed, please check.
o
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(b)
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If the reporting person
disclaims membership in a group or describes a relationship with other person
but does not affirm the existence of a group, please check.
x
(Unless it is a joint filing pursuant to
Rule 13d-1(k)(1), in which case, it may not be necessary to check this 2(b)).
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3.
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SEC
Use Only
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4.
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Source
of Funds (See Instructions)
Not Applicable
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5.
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Check if Disclosure of
Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
o
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6.
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Citizenship or Place of
Organization
Ireland
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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
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8.
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Shared
Voting Power
11,227,653
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9.
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Sole
Dispositive Power
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10.
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Shared Dispositive Power
11,227,653
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
11, 227,653 (See Item 5)
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12.
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
o
*
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13.
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Percent
of Class Represented by Amount in Row (11)
45.47% (Based upon 24,694,000 shares outstanding as of October 23, 2008, as
advised by the Issuer)
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14.
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Type
of Reporting Person (See Instructions)
CO Corporation
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|
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* As a result of the
Shareholders Agreement described in Item 6 of the initial Schedule 13D, the
Reporting Persons may be deemed to be the beneficial owners of shares of the
Issuers common stock beneficially owned by Wilon Holdings S.A. and Wayne
Hoovestol. Based on the information
provided to the Reporting Persons, as further described in Item 5 of this
Amended Schedule 13D, Wilon Holdings S.A. beneficially owns 2,070,716 shares of
the Issuers common stock, representing 8.4% of the issued and outstanding
common stock of the Issuer. Based on the
information provided to the Reporting Persons, Wayne Hoovestol beneficially
owns 973,126 shares of the Issuers common stock, representing 3.9% of issued
and outstanding common stock of the Issuer.
Each Reporting Person expressly disclaims any beneficial ownership of
the shares beneficially owned by Wilon Holdings S.A. and Wayne Hoovestol,
except to the extent of any pecuniary interest they may have therein.
3
CUSIP
No.
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1.
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Names of Reporting Persons
Bioverda US Holdings LLC
IRS Identification Number: 01-0878751
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2.
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Check
the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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If any of the shares
beneficially owned by a reporting person are held as a member of a group and
the membership is expressly affirmed, please check.
o
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(b)
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If the reporting person
disclaims membership in a group or describes a relationship with other person
but does not affirm the existence of a group, please check.
x
(Unless it is a joint filing pursuant to
Rule 13d-1(k)(1), in which case, it may not be necessary to check this 2(b)).
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3.
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SEC
Use Only
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4.
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Source
of Funds (See Instructions)
Not Applicable
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5.
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Check if Disclosure of
Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
o
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6.
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Citizenship or Place of
Organization
Delaware
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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
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8.
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Shared
Voting Power
0
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9.
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Sole
Dispositive Power
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10.
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Shared Dispositive Power
0
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
11, 227,653 (See Item 5)
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12.
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
o
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13.
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Percent
of Class Represented by Amount in Row (11)
45.47% (Based upon 24,694,000 shares outstanding as of October 23, 2008, as
advised by the Issuer)
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14.
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Type
of Reporting Person (See Instructions)
OO Limited Liability Company
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* As a result of the Shareholders
Agreement described in Item 6 of the initial Schedule 13D, the Reporting
Persons may be deemed to be the beneficial owners of shares of the Issuers
common stock beneficially owned by Wilon Holdings S.A. and Wayne
Hoovestol. Based on the information
provided to the Reporting Persons, as further described in Item 5 of this
Amended Schedule 13D, Wilon Holdings S.A. beneficially owns 2,070,716 shares of
the Issuers common stock, representing 8.4% of the issued and outstanding
common stock of the Issuer. Based on the
information provided to the Reporting Persons, Wayne Hoovestol beneficially
owns 973,126 shares of the Issuers common stock, representing 3.9% of issued
and outstanding common stock of the Issuer.
Each Reporting Person expressly disclaims any beneficial ownership of
the shares beneficially owned by Wilon Holdings S.A. and Wayne Hoovestol,
except to the extent of any pecuniary interest they may have therein.
4
This Amendment No. 1 to
Schedule 13D/A (this Schedule 13D/A) is being filed to amend and supplement
the initial Schedule 13D filed by the Reporting Persons with the Securities and
Exchange Commission on October 27, 2008.
Except as specifically amended by this Schedule 13D/A, the initial
Schedule 13D remains unchanged.
Capitalized terms used and not otherwise defined in this Schedule 13D/A
have the meanings given them in the initial Schedule 13D.
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Item 4.
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Purpose of Transaction
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On October 31, 2008, the
put option exercised pursuant to each of the Put and Call Agreement (VBV) and
the Put and Call Agreement (GPRE), by and among Bioverda International,
Bioverda US and Wilon, closed and resulted in the sale by Bioverda US to
Wilon of 1,320,879 shares of the Issuers common stock owned directly by
Bioverda US (which shares represented all of the shares of Issuers common
stock owned directly by Bioverda US).
The VBV Put and Call Agreement, the GPRE Put and Call Agreement, and
the exercise of the put options thereunder were more fully described in the
initial Schedule 13D.
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Item 5.
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Interest in Securities of the
Issuer
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As described in Item 4 and
in the initial Schedule 13D, pursuant to the exercise of the VBV put option
and GPRE put option, Bioverda US sold to Wilon an aggregate of 1,320,879
shares of Issuers common stock, which represented all of the shares of
Issuers common stock owned directly by Bioverda US. Following the close of the put options, the
Reporting Persons beneficially own 11,227,653 shares of Issuers common stock,
or approximately 45.47% of the issued and outstanding common stock of the
Issuer. Additionally, as a result of
the Shareholders Agreement by and among the Issuer, Bioverda International,
Bioverda US, Wilon and Wayne Hoovestol, the Reporting Persons may also be
deemed to be the beneficial owners of shares of the Issuers common stock
beneficially owned by Wilon and Mr. Hoovestol. Based on the information provided to the
Reporting Persons, Wilon beneficially owns 2,070,716 shares of the Issuers
common stock, representing 8.4% of the issued and outstanding common stock of
the Issuer, and Mr. Hoovestol beneficially owns 973,126 shares of the
Issuers common stock, representing 3.9% of issued and outstanding common
stock of the Issuer. Each Reporting Person
expressly disclaims beneficial ownership of the shares beneficially owned by
Wilon and Mr. Hoovestol, except to the extent of any pecuniary interest they
may have therein.
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Item 7.
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Material to be Filed as
Exhibits
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The following documents
were filed as exhibits to the initial Schedule 13D filed with the Securities
and Exchange Commission on October 27, 2008 and are incorporated by reference
in this Schedule 13D/A by reference thereto:
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(a)
Agreement
and Plan of Merger dated May 7, 2008, by and among Green Plains Renewable
Energy, Inc., Green Plains Merger Sub, Inc., and VBV LLC.
(b)
Stock
Purchase Agreement dated May 7, 2008 by and among Green Plains Renewable
Energy, Inc., Bioverda International Holdings Limited and Bioverda US Holdings
LLC.
(c)
Shareholders
Agreement dated October 15, 2008 by and among Green Plains Renewable Energy,
Inc., Bioverda International Holdings Limited, Bioverda US Holdings LLC and
Wayne Hoovestol.
(d)
Lock-Up
and Voting Agreement dated May 7, 2008
by and among Green Plains Renewable Energy, Inc., Bioverda International
Holdings Limited and Bioverda US Holdings LLC.
(e)
Put
and Call Agreement (VBV) dated April 1, 2008 by and among Bioverda
International, Bioverda US Holdings LLC and Wilon Holdings S.A.
(f)
Notice
of exercise of Put Option (VBV) dated October 1, 2008, as amended effective
October 15, 2008.
(g)
Put
and Call Agreement (GPRE) dated April 1, 2008 by and among Bioverda
International, Bioverda US Holdings LLC and Wilon Holdings S.A.
(h)
Notice
of exercise of Put Option (GPRE) dated October 1, 2008, as amended effective
October 15, 2008.
(i)
Lock-Up
and Voting Agreement dated May 7, 2008 by and among Green Plains Renewable
Energy, Inc. and Wilon Holdings S.A.
(h)
Joint
Filing Agreement among the Reporting Persons
5
Signature
After reasonable inquiry and to the best of
his knowledge and belief, each of the undersigned officers certify that the
information in this Statement is true, complete and correct.
Dated:
November 4, 2008
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NTR plc
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By
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/s/ Jeremy Nel
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Its
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General Counsel
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BIOVERDA INTERNATIONAL
HOLDINGS LIMITED
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By
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/s/ Jeremy Nel
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Its
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General Counsel, NTR plc
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BIOVERDA US HOLDINGS LLC
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By
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/s/ Jeremy Nel
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Its
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General Counsel, NTR plc
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ATTENTION
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Intentional
misstatements or omissions of fact constitute Federal Criminal Violations
(See 18 U.S.C. 1001).
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