-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AHZksyxKSS5ClS7I57YhffSh9Vqe4KkildeuVMryWMEGIJoMeJh5FjQ4HTRFytVC 2Md9iKXtAP1mBfCzIu1oUQ== 0001144204-08-001733.txt : 20080111 0001144204-08-001733.hdr.sgml : 20080111 20080111131045 ACCESSION NUMBER: 0001144204-08-001733 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080111 DATE AS OF CHANGE: 20080111 GROUP MEMBERS: ECP GENERAL III, L.P. GROUP MEMBERS: ECP III, LLC GROUP MEMBERS: EOS GENERAL, L.L.C. GROUP MEMBERS: EOS PARTNERS SBIC III, L.P. GROUP MEMBERS: EOS PARTNERS, L.P. GROUP MEMBERS: EOS SBIC GENERAL III, LLC GROUP MEMBERS: MARK L. FIRST SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: VERASUN ENERGY CORP CENTRAL INDEX KEY: 0001343202 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL ORGANIC CHEMICALS [2860] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81876 FILM NUMBER: 08525597 BUSINESS ADDRESS: STREET 1: 100 22ND AVE CITY: BROOKINGS STATE: SD ZIP: 57006 BUSINESS PHONE: 605-696-7200 MAIL ADDRESS: STREET 1: 100 22ND AVE CITY: BROOKINGS STATE: SD ZIP: 57006 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Eos Capital Partners III L P CENTRAL INDEX KEY: 0001299291 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 320 PARK AVE 22ND CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-832-5800 MAIL ADDRESS: STREET 1: 320 PARK AVE 22ND CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G/A 1 v098944_sc13ga.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G
(Rule 13d-102)

(Amendment No. 1)

VeraSun Energy Corporation
(Name of Issuer)
 

Common Stock

(Title of Class of Securities)
 
92336G106

(CUSIP Number)
 
December 31, 2007

(Date of Event which Requires Filing of this Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
o
Rule 13d-1(b)
   
o
Rule 13d-1(c)
   
x
Rule 13d-1(d)
 



CUSIP No. 92336G106
 
     
1
NAMES OF REPORTING PERSONS.
Eos Capital Partners III, L.P.
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
 
     
 
(a)    o
(b)    x
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
 
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
 
0
 
6
SHARED VOTING POWER
 
0
 
7
SOLE DISPOSITIVE POWER
 
0
 
8
SHARED DISPOSITIVE POWER
 
0

9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0
 
12
TYPE OF REPORTING (SEE INSTRUCTIONS)
PN
 

 
CUSIP No. 92336G106
 
     
1
NAMES OF REPORTING PERSONS.
ECP General III, L.P.
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
 
     
 
(a)    o
(b)    x
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
 
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
 
0
 
6
SHARED VOTING POWER
 
0
 
7
SOLE DISPOSITIVE POWER
 
0
 
8
SHARED DISPOSITIVE POWER
 
0

9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0
 
12
TYPE OF REPORTING (SEE INSTRUCTIONS)
PN
 

 
CUSIP No. 92336G106
 
     
1
NAMES OF REPORTING PERSONS.
ECP III, LLC
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
 
     
 
(a)    o
(b)    x
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
 
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
 
0
 
6
SHARED VOTING POWER
 
0
 
7
SOLE DISPOSITIVE POWER
 
0
 
8
SHARED DISPOSITIVE POWER
 
0

9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0
 
12
TYPE OF REPORTING (SEE INSTRUCTIONS)
OO
 

 
CUSIP No. 92336G106
 
     
1
NAMES OF REPORTING PERSONS.
Eos Partners SBIC III, L.P.
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
 
     
 
(a)    o
(b)    x
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
 
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
 
0
 
6
SHARED VOTING POWER
 
0
 
7
SOLE DISPOSITIVE POWER
 
0
 
8
SHARED DISPOSITIVE POWER
 
0

9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0
 
12
TYPE OF REPORTING (SEE INSTRUCTIONS)
PN
 

 
CUSIP No. 92336G106
 
     
1
NAMES OF REPORTING PERSONS.
Eos SBIC General III, LLC
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
 
     
 
(a)    o
(b)    x
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
 
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
 
0
 
6
SHARED VOTING POWER
 
0
 
7
SOLE DISPOSITIVE POWER
 
0
 
8
SHARED DISPOSITIVE POWER
 
0

9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0
 
12
TYPE OF REPORTING (SEE INSTRUCTIONS)
OO
 

 
CUSIP No. 92336G106
 
     
1
NAMES OF REPORTING PERSONS.
Eos Partners, L.P.
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
 
     
 
(a)    o
(b)    x
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
 
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
 
0
 
6
SHARED VOTING POWER
 
0
 
7
SOLE DISPOSITIVE POWER
 
0
 
8
SHARED DISPOSITIVE POWER
 
0

9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0
 
12
TYPE OF REPORTING (SEE INSTRUCTIONS)
PN
 

 
CUSIP No. 92336G106
 
     
1
NAMES OF REPORTING PERSONS.
Eos General, L.L.C.
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
 
     
 
(a)    o
(b)    x
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
 
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
 
0
 
6
SHARED VOTING POWER
 
0
 
7
SOLE DISPOSITIVE POWER
 
0
 
8
SHARED DISPOSITIVE POWER
 
0

9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0
 
12
TYPE OF REPORTING (SEE INSTRUCTIONS)
OO
 

 
CUSIP No. 92336G106
 
     
1
NAMES OF REPORTING PERSONS.
Mark L. First
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
 
     
 
(a)    o
(b)    x
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
 
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
 
0
 
6
SHARED VOTING POWER
 
0
 
7
SOLE DISPOSITIVE POWER
 
0
 
8
SHARED DISPOSITIVE POWER
 
0

9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0
 
12
TYPE OF REPORTING (SEE INSTRUCTIONS)
IN
 

 
Item 1(a).
Name of Issuer:
 
VeraSun Energy Corporation
   
Item 1(b).
Address of Issuer’s Principal Executive Offices:
 
100 22nd Avenue, Brookings, South Dakota 57006
   
Item 2(a).
Name of Person(s) Filing:
 
Eos Capital Partners III, L.P.
ECP General III, L.P.
ECP III, LLC
Eos Partners SBIC III, L.P.
Eos SBIC General III, L.L.C.
Eos Partners, L.P.
Eos General, L.L.C.
Mark L. First
   
Item 2(b).
Address of Principal Business Office or, if None, Residence:
 
c/o Eos Capital Partners III, L.P.
320 Park Avenue
New York, New York 10022
   
Item 2(c).
Citizenship or Place of Organization:
 
See Item 4 of each cover page.
   
Item 2(d).
Title of Class of Securities:
 
Common Stock, par value $0.01 per share
   
Item 2(e).
CUSIP Number:
 
92336G106
   
Item 3.
If this Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
 
a. o Broker or dealer registered under Section 15 of the Act.
b. o Bank as defined in Section 3(a)(6) of the Act.
c. o Insurance company as defined in Section 3(a)(19) of the Act.
d. o Investment company registered under Section 8 of the Investment Company Act of 1940.
e. o An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
f. o An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
g. o A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
 

 
 
h. o A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
i. o A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940;
j. o Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
   
Item 4.
Ownership
 
(a) Amount beneficially owned: -0-
 
(b) Percent of class: -0-
 
(c) Number of shares as to which the person has:
 
(i) Sole Power to vote or direct the vote: -0-
 
(ii) Shared Power to vote or direct the vote: -0-
 
(iii) Sole Power to dispose or direct the disposition of: -0-
 
(iv) Shared Power to dispose or direct the disposition of: -0-
 
Instruction. For computations regarding securities which represent a right to acquire an underlying security see§240.13d-3(d)(1).
   
Item 5.
Ownership of Five Percent or Less of a Class:
 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5% of the class of securities, check the following: x
 
Instruction. Dissolution of a group requires a response to this item.
   
Item 6.
Ownership of More than Five Percent on Behalf of Another Person:
 
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
 
Not Applicable.
   
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company:
 
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
 
Not Applicable.
 


Item 8.
Identification and Classification of Members of the Group:
 
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and the Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
 
Not Applicable.
   
Item 9.
Notice of Dissolution of Group:
 
Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity.
See Item 5.
 
Not Applicable.
   
Item 10.
Certification:
 
Not Applicable.



SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
Date: January 11, 2008 
 
EOS CAPITAL PARTNERS III, L.P.
   
By:
ECP General III, L.P., its general partner
   
By:
ECP III, LLC, its general partner
   
By:
/s/ Brian Young
 
Name: Brian Young
 
Title: Chairman
   
ECP GENERAL III, L.P.
   
By:
ECP III, LLC, its general partner
   
By:
/s/ Brian Young
 
Name: Brian Young
 
Title: Chairman
   
ECP III, LLC
   
By:
/s/ Brian Young
 
Name: Brian Young
 
Title: Chairman
   
EOS PARTNERS SBIC III, L.P.
   
By:
Eos SBIC General III, L.L.C., its general partner
   
By:
Eos Partners, L.P., its managing member
   
By:
Eos General, L.L.C., its general partner
   
By:
/s/ Brian Young
 
Name: Brian Young
 
Title: Managing Member
   
EOS SBIC GENERAL III, L.L.C.
   
By:
Eos Partners, L.P., its managing member
   
By:
Eos General, L.L.C., its general partner
   
By:
/s/ Brian Young
 
Name: Brian Young
 
Title: Managing Member



EOS PARTNERS, L.P.
   
By:
Eos General, L.L.C., its general partner
   
By:
/s/ Brian Young
 
Name: Brian Young
 
Title: Managing Member
   
EOS GENERAL, L.L.C.
   
By:
/s/ Brian Young
 
Name: Brian Young
 
Title: Managing Member
   
MARK L. FIRST
 
/s/ Mark L. First

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
 
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 for whom copies are to be sent.
 
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)
 


EXHIBIT 1
 
JOINT FILING AGREEMENT
 
Pursuant to Rule 13d-1(k)(1)(iii), we the undersigned agree that Amendment No. 1 to the Schedule 13G, to which this Joint Filing Agreement is attached as Exhibit 1, is filed on behalf of each of us.
 
Date: January 11, 2008 

   
By:
ECP General III, L.P., its general partner
   
By:
ECP III, LLC, its general partner
   
By:
/s/ Brian Young
 
Name: Brian Young
 
Title: Chairman
   
ECP GENERAL III, L.P.
   
By:
ECP III, LLC, its general partner
   
By:
/s/ Brian Young
 
Name: Brian Young
 
Title: Chairman
   
ECP III, LLC
   
By:
/s/ Brian Young
 
Name: Brian Young
 
Title: Chairman
   
EOS PARTNERS SBIC III, L.P.
   
By:
Eos SBIC General III, L.L.C., its general partner
   
By:
Eos Partners, L.P., its managing member
   
By:
Eos General, L.L.C., its general partner
   
By:
/s/ Brian Young
 
Name: Brian Young
 
Title: Managing Member
   
EOS SBIC GENERAL III, L.L.C.
   
By:
Eos Partners, L.P., its managing member
   
By:
Eos General, L.L.C., its general partner
   
By:
/s/ Brian Young
 
Name: Brian Young
 
Title: Managing Member
 


EOS PARTNERS, L.P.
   
By:
Eos General, L.L.C., its general partner
   
By:
/s/ Brian Young
 
Name: Brian Young
 
Title: Managing Member
   
EOS GENERAL, L.L.C.
   
By:
/s/ Brian Young
 
Name: Brian Young
 
Title: Managing Member
   
MARK L. FIRST
 
/s/ Mark L. First
 

 
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