UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): September 19,
2008
AVENTINE
RENEWABLE ENERGY HOLDINGS, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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001-32922
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05-0569368
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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120 North
Parkway
Pekin
,
IL
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61554
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant's
telephone number, including area code:
(309)
347-9200
Not
Applicable
(Former
name or former address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
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x
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
8.01 Other Events
This
Current Report on Form 8-K is filed to file the Notice of Special Meeting of the
Stockholders being distributed to the stockholders of Nebraska Energy
Cooperative, Inc. (“NEC”) regarding the rescheduled stockholder meeting to be
held on October 7, 2008. The meeting of stockholders of NEC is being
held to vote on the proposed sale and transfer by NEC of its 21.58% membership
interest in Nebraska Energy, LLC to Aventine Renewable Energy Holdings, Inc.
(“Aventine”) for 1,000,000 shares of the common stock, par value $0.001 per
share, of Aventine pursuant to a Purchase Agreement dated as of July 31, 2008,
between Aventine and NEC.
Additional
Information About the Proposed Transaction and Where to Find It
In
connection with the proposed transaction, Aventine filed with the Securities and
Exchange Commission (“SEC”) a Registration Statement on Form S-4 that also
includes a prospectus of Aventine. The prospectus was mailed to the
stockholders of NEC on August 20, 2008 with the Notice of Special Meeting of the
Stockholders for the meeting of stockholders originally scheduled for September
8, 2008. Aventine urges the stockholders of NEC to read
the prospectus regarding the proposed transaction because it contains
important information. You may obtain copies of all documents filed
with the SEC regarding the proposed transaction, free of charge, at the SEC’s
website at http://www.sec.gov/. You may also obtain these documents,
free of charge, from Aventine’s website at
“http://www.aventinerei.com/.”
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit
No.
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Description
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99.1
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Notice
of Special Meeting of the Stockholders of Nebraska Energy Cooperative,
Inc. dated September 19, 2008 regarding the rescheduled stockholder
meeting to be held on October 7, 2008 to vote on the proposed transaction
pursuant to the Purchase Agreement dated as of July 31, 2008, between
Aventine and NEC .
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereto
duly authorized.
Dated: September
19, 2008
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AVENTINE
RENEWABLE ENERGY HOLDINGS, INC.
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By:
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/s/
William J. Brennan
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William
J. Brennan
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Principal
Accounting Officer
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EXHIBIT
INDEX
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Exhibit
No.
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Description
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99.1
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Notice
of Special Meeting of the Stockholders of Nebraska Energy Cooperative,
Inc. dated September 19, 2008 regarding the rescheduled stockholder
meeting to be held on October 7, 2008 to vote on the proposed transaction
pursuant to the Purchase Agreement dated as of July 31, 2008,
between Aventine and NEC.
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