- Statement of Beneficial Ownership (SC 13D)
October 27 2008 - 5:17PM
Edgar (US Regulatory)
|
UNITED STATES
|
|
|
SECURITIES AND EXCHANGE COMMISSION
|
|
|
Washington, DC
20549
|
|
|
|
|
|
SCHEDULE 13D
|
|
Under the Securities Exchange Act
of 1934
Green
Plains Renewable Energy, Inc.
(Name of Issuer)
Common
Stock, $.001 Par Value
(Title of Class of
Securities)
(CUSIP Number)
Michelle
Mapes, Esq.
Husch
Blackwell Sanders LLP
1620
Dodge Street
Suite
2100
Omaha,
NE 68102
(402)
964-5000
(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 which is the subject of this Schedule
13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or
Rule 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(b) for other
parties to whom copies are to be sent.
*
The remainder of this cover page shall
be filled out for a reporting persons 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.
393222104
|
|
|
1
|
Names of Reporting Persons.
IRS Identification Number of Above Person
(Entities Only).
Wayne B. Hoovestol
No IRS Identification Number
|
|
|
2
|
Check the Appropriate Box
if a Member of a Group:
|
|
|
(a)
|
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
|
|
|
(b)
|
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)).
|
|
|
3
|
SEC Use Only.
|
|
|
4
|
Source of Funds.
OO
|
|
|
5
|
Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e).
o
|
|
|
6
|
Citizenship or Place of Organization
United States of America
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
|
7
|
Sole Voting Power
943,126
|
|
8
|
Shared Voting Power
30,000
|
|
9
|
Sole Dispositive Power
943,126
|
|
10
|
Shared Dispositive Power
30,000
|
|
|
11
|
Aggregate Amount
Beneficially Owned by the Reporting Person
973,126
|
|
|
12
|
Check Box if the Aggregate
Amount in Row 11 Excludes Certain Shares.
x
*
|
|
|
13
|
Percent of Class
Represented by Amount in Row 11.
3.9% (Based upon 24,694,000 shares outstanding as of October 23, 2008, as
advised by the Issuer)
|
|
|
14
|
Type of Reporting Person.
IN Individual
|
|
|
|
|
|
|
* As a result of the Shareholders Agreement described in Item 4 and
Item 6, the Reporting Person may be deemed to be the beneficial owner of shares
of the Issuers common stock beneficially owned by Bioverda International
Holdings Limited, Bioverda US Holdings LLC and Wilon Holdings S.A. The Reporting Person disclaims any such
beneficial ownership except to the extent of his pecuniary interest
therein. Based on the information
provided to the Reporting Person, Bioverda International Holdings Limited
beneficially owns 11,227,653 shares of the Issuers common stock and Bioverda
US Holdings LLC beneficially owns 1,320,879 shares of the Issuers common
stock, representing in the aggregate 50.8% of the issued and outstanding common
stock of the Issuer. Based on the information provided to the Reporting
Person, Wilon Holdings S.A. beneficially owns an additional 749,837 shares
of the Issuers common stock, representing 3.0% of the issued and outstanding
common stock of the Issuer (this amount excludes shares of the Issuers common
stock currently beneficially owned by Bioverda International Holdings
Limited and Bioverda US Holdings LLC and subject to the Put and Call
Agreement (VBV) and the Put and Call Agreement (GPRE) between such parties and
Wilon Holdings S.A.).
2
|
|
Item 1.
|
Security and Issuer.
|
This statement on
Schedule 13D (this Statement) relates to shares of common stock, $.001 par
value of Green Plains Renewable Energy, Inc., an Iowa corporation (
GPRE or the Issuer). The principal
executive offices of the Issuer are located at 9420 Underwood Avenue, Suite 100,
Omaha, Nebraska 68144.
|
|
Item 2.
|
Identity and Background
|
This Statement is being
filed on behalf of Mr. Wayne B. Hoovestol (the Reporting Person),
whose business address is 9420 Underwood Ave., Suite 100, Omaha,
Nebraska 68114. Mr. Hoovestols
principal occupation is Chief Executive Officer and Director of the Issuer,
whose principal address is the same as Mr. Hoovestols business
address. Mr. Hoovestol is a
citizen of the United States of America.
During the last five
years, the Reporting Person has not been (a) convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) nor (b) a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which it 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 finding any violation
with respect to such laws.
|
|
Item 3.
|
Source and Amount of Funds or Other
Consideration.
|
Not Applicable.
|
|
Item 4.
|
Purpose of Transaction.
|
The Reporting Person
acquired the shares of Issuers common stock for investment purposes. Notwithstanding, in connection with the
Merger (as defined below), the Reporting Person entered into certain
agreements and arrangements that would result in certain events reportable
under this Item 4.
Pursuant to the terms
of the Agreement and Plan of Merger (the Merger Agreement) with VBV LLC
(VBV) and certain other parties, a wholly owned merger subsidiary of the
Issuer was merged with and into VBV (the Merger), with VBV continuing as
the surviving company and a wholly owned subsidiary of the Issuer. A copy of the Merger Agreement is filed as
Exhibit A
to this Statement and is incorporated herein by reference. In connection with the Merger, the Issuer,
Bioverda International Holdings Limited (Bioverda International), Bioverda
US Holdings LLC (Bioverda US), Wilon Holdings S.A. (Wilon) and, in his
individual capacity, Wayne Hoovestol, the Issuers Chief Executive Officer,
entered into a Shareholders Agreement dated October 15, 2008 (the
Shareholders Agreement), which provides, among other things, certain
rights and obligations of the parties with respect to the composition of the
Issuers board of directors and voting of their shares.
Under the
Shareholders Agreement, the parties thereto are obligated to cause the
Issuers board of directors to be comprised of not more than nine directors,
unless such increase is approved by at least six of the directors then
serving. Of the nine directors, the Bioverda entities have the collective
right to designate four individuals to be nominated by the board to stand for
election (the Bioverda Nominees) and Wilon has the right to designate one
individual to be nominated by the board to stand for election (the Wilon
Nominee and, together with the Bioverda Nominees, the Investor Nominees).
The right of the Bioverda entities and Wilon to designate director nominees
shall continue so long as they own shares representing not less than 33.5%
and 2.5%, respectively, of the Issuers outstanding common stock.
The Issuer is required
to cause the Bioverda Nominees and Wilon Nominee to be nominated for election
as directors of the Issuer at each meeting of the Issuers shareholders where
the election of directors is held. In
addition, the Issuer shall solicit proxies for the election of the Investor
Nominees and recommend that shareholders vote in favor of each Investor
Nominee. Additionally, each of Bioverda International, Bioverda US, Wilon and
Wayne Hoovestol agree to vote in favor of all Investor Nominees to the board
of directors. If a vacancy on the board of directors of the Issuer is created
as a result of the resignation, removal or death of an Investor Nominee, then
any of the parties entitled to designate an Investor Nominee shall be
entitled to request a special meeting of the shareholders for the
|
3
|
purpose of electing
directors, and the Issuer shall be required to call such meeting.
Additionally, each committee of the Issuers board of directors shall,
subject to applicable director independence rules, include at least two
Bioverda Nominees or one Bioverda Nominee and one Wilon Nominee.
Until such time as the
Issuer has issued an aggregate of at least 6,000,000 shares of common stock
to non-affiliates of the Issuer, the Bioverda entities and Wilon agree to
vote their shares of the Issuers common stock in favor of four independent
nominees proposed by the Issuer in accordance with the Issuers nominating
committee policy, in the same proportion as the shareholders of the Issuer
not affiliated with Bioverda and Wilon.
A copy of the
Shareholders Agreement is filed as
Exhibit B
to this Statement and incorporated herein by reference.
Except as noted above, the Reporting Person does not
have any present plans or proposals that relate to or would result in any of
the actions required to be described in Item 4 of Schedule 13D. The Reporting Person may, at any time,
review or reconsider his position with respect to the Issuer and formulate
plans or proposals with respect to any of such matters.
|
|
Item 5.
|
Interest in Securities of the Issuer.
|
Reporting Person
|
|
Shares of
Common Stock Owned
|
|
Percentage
Ownership (1)
|
|
Wayne B. Hoovestol (2)
|
|
973,126
|
(3)
|
3.9
|
%
|
(1)
Based upon
24,694,000 shares of common stock outstanding as of October 23, 2008, as
advised by the Issuer.
(2)
Mr.
Hoovestol beneficially owns
973,126 shares of common stock. However,
as a result of the Shareholders Agreement described in Item 4 and Item 6, the
Reporting Person may be deemed to be the beneficial owner of 11,227,653 shares
of the Issuers common stock beneficially owned by Bioverda International
Holdings Limited, 1,320,879 shares of the Issuers common stock beneficially
owned by Bioverda US Holdings LLC and 749,837 shares of the Issuers common
stock beneficially owned by Wilon Holdings S.A., representing in the aggregate
57.2% of the issued and outstanding common stock of the Issuer. Mr. Hoovestol disclaims any such
beneficial ownership except to the extent of his pecuniary interest therein
.
(3)
Mr. Hoovestol owns 851,592 shares of
the Issuers common stock, options to purchase 50,000 shares of the Issuers
common stock and warrants to purchase 41,534 shares of the Issuers common
stock. Mr. Hoovestol has the sole
power to vote and direct disposition of all the common stock owned by him. Mr. Hoovestols spouse owns 30,000
shares of the Issuers common stock. Mr. Hoovestol
has the shared power to vote and direct disposition of the common stock owned
by his spouse.
During the past 60
days there have been no transactions in shares of the Issuers Common Stock by Mr. Hoovestol.
|
Item 6.
|
Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
|
Following is a brief
summary of agreements with respect to the securities of the Issuer and to
which the Reporting Person is a party.
These summaries, as well as the descriptions included in Items 4 and 5
above, do not purport to be complete and are qualified in their entirety by
reference to the corresponding agreements filed as Exhibits hereto, each of
which are incorporated in this Statement by reference.
Agreement and Plan of Merger
.
As described above in Items 3 and 4 above, the Issuer, VBV and certain
other parties entered into an Agreement and Plan of Merger dated May 7,
2008. The Agreement and Plan of Merger sets forth the terms and conditions
upon which the common units of VBV held by Bioverda International and
Bioverda US were cancelled and converted into shares of the Issuers common
stock upon the effective time of the Merger.
The Agreement and Plan of Merger is filed as
Exhibit A
to
this Statement and incorporated herein by reference.
Shareholders Agreement
.
As described above in Item 4, the Issuer, Bioverda International,
Bioverda US, Wilon and Wayne Hoovestol entered into a Shareholders Agreement
dated October 15, 2008. The
Shareholders Agreement provides for, among other things, the right of the
Bioverda entities to collectively designate four of the nine individuals to
be nominated to stand for election to the Issuers board of directors,
certain registration rights for the Shares issued to the Bioverda entities in
the Merger, and the obligation of the Bioverda entities to vote their
|
4
|
Shares in favor of four
independent director nominees in accordance with the Issuers nominating
committee policy. A copy of the
Shareholders Agreement is filed as
Exhibit B
to this Statement
and incorporated herein by reference.
Lock-Up and Voting Agreement of the certain GPRE
shareholders
. Certain shareholders of GPRE entered into a
Lock-Up and Voting Agreement dated May 7, 2008 with VBV LLC, pursuant to
which the shareholders each agree to certain covenants and restrictions on
their shares of Issuer common stock, including a restriction on the transfer
of such common stock for a period of 90 days following the October 15,
2008 effective date of the merger between the Issuer and VBV, subject to certain
exceptions. A copy of the Lock-up and
Voting Agreement is filed as
Exhibit C
to this Statement and
incorporated herein by reference.
|
|
Item 7.
|
Material to be Filed as Exhibits.
|
|
(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)
|
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.
|
|
(C)
|
Lock-Up and Voting
Agreement dated May 7, 2008 by and among VBV LLC and certain
shareholders of Green Plains Renewable Energy, Inc.
|
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: October 27, 2008
|
/s/ Wayne B. Hoovestol
|
|
Wayne B. Hoovestol
|
6
Green Plains Renewable Energy (MM) (NASDAQ:GPRED)
Historical Stock Chart
From Apr 2024 to May 2024
Green Plains Renewable Energy (MM) (NASDAQ:GPRED)
Historical Stock Chart
From May 2023 to May 2024