- Amended Statement of Beneficial Ownership (SC 13D/A)
November 04 2008 - 5:09PM
Edgar (US Regulatory)
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D/A
Under
the Securities Exchange Act of 1934
(
Amendment
No. 1)
Green
Plains Renewable Energy, Inc.
(Name
of
Issuer)
Common
Stock, Par Value $.001 Per Share
(Title
of
Class of Securities)
393222104
(CUSIP
Number)
|
Alain
Treuer
Wilon
Holdings S.A.
MMG
Tower, 16th Floor
53rd
E Street, Marbella
Panama
City, Republic of Panama
(507)
208-7086
|
With
a copy to:
Carl
H. Amon III
White
& Case LLP
1155
Avenue of the Americas
New
York, NY 10019
(212)
819-8200
|
|
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
|
October
31, 2008
(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. ྑ
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.
*
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).
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1.
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Name
of Reporting Person
Wilon
Holdings S.A.
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2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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[
]
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(b)
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[X
]
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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)
WC
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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) [ ]
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6.
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Citizenship
or Place of Organization
Panama
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Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
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7.
|
Sole
Voting Power
0
|
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8.
|
Shared
Voting Power
2,070,716
|
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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
2,070,716
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
2,070,716
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12.
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [X]
1
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13.
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Percent
of Class Represented by Amount in Row (11)
8.4%
(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
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1
As
a result of the Shareholders’ Agreement described in Item 4, the Reporting
Persons may be deemed to be the beneficial owners of shares of the Issuer's
common stock beneficially owned by Bioverda International Holdings Limited,
Bioverda US Holdings LLC and Wayne Hoovestol. Each Reporting Person disclaims
any such beneficial ownership except to the extent of their respective
pecuniary
interest therein. Based on the information provided to the Reporting Persons,
Bioverda International Holdings Limited directly beneficially owns
11,227,653 shares of the Issuer's common stock, representing 45.5% of the
issued
and outstanding common stock of the Issuer. Based on the information
provided to the Reporting Persons, Wayne Hoovestol beneficially owns an
additional 973,126 shares of the Issuer’s common stock, representing 3.9% of the
issued and outstanding common stock of the Issuer.
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1.
|
Name
of Reporting Person
Alain
Treuer
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|
|
|
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2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
|
|
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|
(a)
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[
]
|
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(b)
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[
X
]
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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)
OO
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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) [ ]
|
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6.
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Citizenship
or Place of Organization
Switzerland
|
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Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
|
7.
|
Sole
Voting Power
0
|
|
8.
|
Shared
Voting Power
2,070,716
|
|
9.
|
Sole
Dispositive Power
0
|
|
10.
|
Shared
Dispositive Power
2,070,716
|
|
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
2,070,716
|
|
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [X]
2
|
|
|
13.
|
Percent
of Class Represented by Amount in Row (11)
8.4%
(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)
IN
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2
As
a result of the Shareholders’ Agreement described in Item 4, the Reporting
Persons may be deemed to be the beneficial owners of shares of the Issuer's
common stock beneficially owned by Bioverda International Holdings Limited,
Bioverda US Holdings LLC and Wayne Hoovestol. Each Reporting Person disclaims
any such beneficial ownership except to the extent of their respective pecuniary
interest therein. Based on the information provided to the Reporting Persons,
Bioverda International Holdings Limited directly beneficially owns
11,227,653 shares of the Issuer's common stock, representing in the aggregate
45.5% of the issued and outstanding common stock of the Issuer. Based on
the information provided to the Reporting Persons, Wayne Hoovestol beneficially
owns an additional 973,126 shares of the Issuer’s common stock,
representing 3.9% of the issued and outstanding common stock of the Issuer.
This
Schedule 13D/A (Amendment No. 1) is being filed to amend and supplement the
original Schedule 13D of the Reporting Persons filed on October 27, 2008 with
the Securities and Exchange Commission. Except as specifically amended hereby,
the disclosure set forth in the original Schedule 13D shall remain unchanged.
Capitalized terms used and not defined herein have the meanings ascribed thereto
in the original Schedule 13D.
ITEM
3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Pursuant
to the terms of the Put and Call Agreement (VBV) and the Put and Call Agreement
(GPRE), on October 31, 2008, Wilon acquired from Bioverda US 554,879 and 766,000
shares of common stock of the Issuer, respectively, for which acquisition funds
were provided by Wilon out of its working capital.
ITEM
4. PURPOSE OF TRANSACTION
Put
and Call Agreement (VBV)
The
closing of the VBV put option to sell to Wilon 554,879 shares of Issuer’s common
stock occurred on October 31, 2008. The VBV call option was exercisable by
Wilon
at any time on or before November 15, 2008; however, it terminated on
October 31, 2008 upon the closing of the related VBV put option. The Reporting
Persons received no consideration in connection with this termination.
Put
and Call Agreement (GPRE)
The
closing of the GPRE put option to sell to Wilon 766,000 shares of Issuer’s
common stock occurred on October 31, 2008. The GPRE call option was exercisable
at any time on or before November 15, 2008; however, it terminated on
October 31, 2008 upon the closing of the related GPRE put option. The Reporting
Persons received no consideration in connection with this termination.
ITEM
5. INTEREST IN SECURITIES OF THE ISSUER
As
disclosed on the cover page of this Statement, as
a result
of the Shareholders’ Agreement by and among the Issuer, Bioverda International,
Bioverda US, Wilon and Wayne Hoovestol, the Reporting Persons may be deemed
to
be the beneficial owners of shares of the Issuer’s common stock beneficially
owned by Bioverda International, Bioverda US and Mr. Hoovestol. 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 the Issuer’s common stock, which, based on the
information provided to the Reporting Persons, represented all of the shares
of
the Issuer’s common stock owned directly by Bioverda US. Therefore, following
the close of the put options, the Reporting Persons may be deemed to be the
beneficial owners of 11,227,653 shares of the Issuer's common stock directly
beneficially owned by Bioverda International Holdings Limited, representing
45.5% of the issued and outstanding common stock of the Issuer, and of 973,126
shares of the Issuer’s common stock beneficially owned by Wayne Hoovestol,
representing 3.9% of the issued and outstanding common stock of the Issuer.
Wilon and Mr
.
Treuer each disclaim any such beneficial ownership except to the extent of
their
pecuniary interest therein.
ITEM
7. MATERIALS TO BE FILED AS EXHIBITS
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A.
|
Agreement
of Joint Filing.
†
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B.
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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.
†
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C.
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Shareholders’
Agreement dated October 15, 2008 by and among Green Plains Renewable
Energy, Inc., Bioverda International Holdings Limited, Bioverda US
Holdings LLC, Wilon Holdings S.A. and Wayne Hoovestol.
†
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D.
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Stock
Purchase Agreement dated May 7, 2008 by and among Green Plains Renewable
Energy, Inc., Bioverda International Holdings Limited and Bioverda
US
Holdings LLC.
†
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E.
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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.
†
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F.
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Lock-Up
and Voting Agreement dated May 7, 2008 by and among Green Plains
Renewable
Energy, Inc. and Wilon Holdings S.A.
†
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G.
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Lock-Up
and Voting Agreement dated May 7, 2008 by and among Green Plains
Renewable
Energy, Inc. and Wayne Hoovestol.
†
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H.
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Put
and Call Agreement (VBV) dated April 1, 2008 by and among Bioverda
International, Bioverda US Holdings LLC and Wilon Holdings
S.A.
†
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I.
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Notice
of exercise of Put Option (VBV) dated October 1, 2008, as amended
effective October 15, 2008.
†
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J.
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Put
and Call Agreement (GPRE) dated April 1, 2008 by and among Bioverda
International, Bioverda US Holdings LLC and Wilon Holdings
S.A.
†
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K.
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Notice
of exercise of Put Option (GPRE) dated October 1, 2008, as amended
effective October 15, 2008.
†
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†
Previously
incorporated by reference.
After
reasonable inquiry and to the best of my knowledge and belief, the undersigned
certify that the information set forth in this statement is true, complete
and
correct.
Dated:
November 3, 2008
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Wilon
Holdings S.A.
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By:
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/s/ Alain
Treuer
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Name:
Alain Treuer
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Alain
Treuer
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/s/
Alain
Treuer
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