0000922907-11-000379.txt : 20110622 0000922907-11-000379.hdr.sgml : 20110622 20110622161739 ACCESSION NUMBER: 0000922907-11-000379 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110622 DATE AS OF CHANGE: 20110622 GROUP MEMBERS: JAYHAWK CAPITAL MANAGEMENT, L.L.C. GROUP MEMBERS: JAYHAWK PRIVATE EQUITY CO-INVEST FUND, L.P. GROUP MEMBERS: JAYHAWK PRIVATE EQUITY GP, L.P. GROUP MEMBERS: KENT C. MCCARTHY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: American Lorain CORP CENTRAL INDEX KEY: 0001117057 STANDARD INDUSTRIAL CLASSIFICATION: CANNED, FROZEN & PRESERVED FRUIT, VEG & FOOD SPECIALTIES [2030] IRS NUMBER: 870430320 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-82784 FILM NUMBER: 11925799 BUSINESS ADDRESS: STREET 1: BEIHUAN ROAD STREET 2: JUNAN COUNTY CITY: SHANDONG STATE: F4 ZIP: 276600 BUSINESS PHONE: (86) 539-7317959 MAIL ADDRESS: STREET 1: BEIHUAN ROAD STREET 2: JUNAN COUNTY CITY: SHANDONG STATE: F4 ZIP: 276600 FORMER COMPANY: FORMER CONFORMED NAME: American CORP DATE OF NAME CHANGE: 20070806 FORMER COMPANY: FORMER CONFORMED NAME: American Lorain CORP DATE OF NAME CHANGE: 20070801 FORMER COMPANY: FORMER CONFORMED NAME: MILLENNIUM QUEST INC DATE OF NAME CHANGE: 20000622 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: JAYHAWK PRIVATE EQUITY FUND L P CENTRAL INDEX KEY: 0001367673 IRS NUMBER: 205004931 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 5410 WEST 61ST PLACE STREET 2: SUITE 100 CITY: MISSION STATE: KS ZIP: 66205 BUSINESS PHONE: 913-642-5231 MAIL ADDRESS: STREET 1: 5410 WEST 61ST PLACE STREET 2: SUITE 100 CITY: MISSION STATE: KS ZIP: 66205 SC 13G 1 schedule13g_062211.htm DATE OF EVENT: JUNE 13, 2011 schedule13g_062211.htm
 
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549

SCHEDULE 13G
 
Under the Securities Exchange Act of 1934*


American Lorain Corporation
(Name of Issuer)
 
Common Stock, par value $0.001 per share
(Title of Class of Securities)
 
027297100
(CUSIP Number)
 
June 13, 2011
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[   ]           Rule 13d-1(b)
[X]           Rule 13d-1(c)
[   ]           Rule 13d-1(d)

*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 the disclosures provided in a prior cover page.

The information required in 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 (the "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.
27297100

 
1
 
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON  (entities only)
Jayhawk Private Equity Fund, L.P. (20-5004931)
 
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)  [   ]
(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
1,722,2911
 
7
 
SOLE DISPOSITIVE POWER
0
 
8
 
SHARED DISPOSITIVE POWER
1,722,2911
 
9
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,722,2911 (see Item 4)
 
10
 
CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES (See Instructions)  [   ]
Not Applicable
 
11
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.0%*1
 
12
 
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
1 This number does not reflect the reporting person’s ownership of 1,019,252 warrants to purchase common stock, par value $0.001 per share.  These warrants are immediately exercisable, but a contractual provision prohibits the reporting person from exercising such warrants if such exercise would result in all of the reporting persons covered in this Schedule 13G owning more than 4.99% of the issuer’s common stock. Due to the current ownership of all of the reporting persons covered in this Schedule 13G, they are prohibited from exercising any warrants.
* Based on 34,419,709 outstanding shares of common stock, par value $0.001 per share, as reported by American Lorain Corporation on its Form 10-Q for the period ended March 31, 2011, as filed with the Securities and Exchange Commission on May 16, 2011.

 
 
 

CUSIP No.
27297100

 
1
 
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON  (entities only)
Jayhawk Private Equity Co-Invest Fund, L.P. (20-5249125)
 
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)  [   ]
(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
119,0271
 
7
 
SOLE DISPOSITIVE POWER
0
 
8
 
SHARED DISPOSITIVE POWER
119,0271
 
9
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
119,0271 (see Item 4)
 
10
 
CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES (See Instructions)  [   ]
Not Applicable
 
11
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.35%*1
 
12
 
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
1 This number does not reflect the reporting person’s ownership of 64,174 warrants to purchase common stock, par value $0.001 per share.  These warrants are immediately exercisable, but a contractual provision prohibits the reporting person from exercising such warrants if such exercise would result in all of the reporting persons covered in this Schedule 13G owning more than 4.99% of the issuer’s common stock. Due to the current ownership of all of the reporting persons covered in this Schedule 13G, they are prohibited from exercising any warrants.
* Based on 34,419,709 outstanding shares of common stock, par value $0.001 per share, as reported by American Lorain Corporation on its Form 10-Q for the period ended March 31, 2011, as filed with the Securities and Exchange Commission on May 16, 2011.

 
 
 

CUSIP No.
27297100

 
1
 
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON  (entities only)
Jayhawk Private Equity GP, L.P. (20-5005219)
 
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)  [   ]
(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
1,841,3181
 
7
 
SOLE DISPOSITIVE POWER
0
 
8
 
SHARED DISPOSITIVE POWER
1,841,3181
 
9
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,841,3181 (see Item 4)
 
10
 
CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES (See Instructions)  [   ]
Not Applicable
 
11
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.35%*1
 
12
 
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
1 This number does not reflect the reporting person’s ownership of 1,083,426 warrants to purchase common stock, par value $0.001 per share.  These warrants are immediately exercisable, but a contractual provision prohibits the reporting person from exercising such warrants if such exercise would result in all of the reporting persons covered in this Schedule 13G owning more than 4.99% of the issuer’s common stock. Due to the current ownership of all of the reporting persons covered in this Schedule 13G, they are prohibited from exercising any warrants.
* Based on 34,419,709 outstanding shares of common stock, par value $0.001 per share, as reported by American Lorain Corporation on its Form 10-Q for the period ended March 31, 2011, as filed with the Securities and Exchange Commission on May 16, 2011.

 
 
 


CUSIP No.
27297100


 
1
 
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON  (entities only)
Jayhawk Capital Management, L.L.C. (48-1172612)
 
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)  [   ]
(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
1,841,3181
 
7
 
SOLE DISPOSITIVE POWER
0
 
8
 
SHARED DISPOSITIVE POWER
1,841,3181
 
9
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,841,3181 (see Item 4)
 
10
 
CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES (See Instructions)  [   ]
Not Applicable
 
11
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.35%*1
 
12
 
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
1 This number does not reflect the reporting person’s ownership of 1,083,426 warrants to purchase common stock, par value $0.001 per share.  These warrants are immediately exercisable, but a contractual provision prohibits the reporting person from exercising such warrants if such exercise would result in all of the reporting persons covered in this Schedule 13G owning more than 4.99% of the issuer’s common stock. Due to the current ownership of all of the reporting persons covered in this Schedule 13G, they are prohibited from exercising any warrants.
* Based on 34,419,709 outstanding shares of common stock, par value $0.001 per share, as reported by American Lorain Corporation on its Form 10-Q for the period ended March 31, 2011, as filed with the Securities and Exchange Commission on May 16, 2011.

 
 
 


CUSIP No.
27297100


 
1
 
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON  (entities only)
Kent C. McCarthy
 
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)  [   ]
(b)  [X]
 
3
 
SEC USE ONLY
 
4
 
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
 
 
NUMBER OF
 SHARES
BENEFICIALLY
OWNED BY
 EACH
REPORTING
PERSON
WITH:
 
5
 
SOLE VOTING POWER
0
 
6
 
SHARED VOTING POWER
1,841,3181
 
7
 
SOLE DISPOSITIVE POWER
0
 
8
 
SHARED DISPOSITIVE POWER
1,841,3181
 
9
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,841,3181 (see Item 4)
 
10
 
CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES (See Instructions)  [   ]
Not Applicable
 
11
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.35%*1
 
12
 
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
1 This number does not reflect the reporting person’s ownership of 1,083,426 warrants to purchase common stock, par value $0.001 per share.  These warrants are immediately exercisable, but a contractual provision prohibits the reporting person from exercising such warrants if such exercise would result in all of the reporting persons covered in this Schedule 13G owning more than 4.99% of the issuer’s common stock. Due to the current ownership of all of the reporting persons covered in this Schedule 13G, they are prohibited from exercising any warrants.
* Based on 34,419,709 outstanding shares of common stock, par value $0.001 per share, as reported by American Lorain Corporation on its Form 10-Q for the period ended March 31, 2011, as filed with the Securities and Exchange Commission on May 16, 2011.

 
 
 



Item 1(a)
Name of Issuer:

American Lorain Corporation

Item 1(b)
Address of Issuer's Principal Executive Offices:
 
Beihuan Zhong Road
Junan County
Shandong, China 276600

Item 2(a)
Name of Person Filing:
 
This Schedule 13G is being jointly filed by Kent C. McCarthy (“Mr. McCarthy”), Jayhawk Capital Management, L.L.C., a Delaware limited liability company (“JCM”), Jayhawk Private Equity GP, L.P., a Delaware limited partnership (“JPEGP”), Jayhawk Private Equity Fund, L.P., a Delaware limited partnership (“JPEF”), and Jayhawk Private Equity Co-Invest Fund, L.P., a Delaware limited partnership (“JPECF”).

Mr. McCarthy, JCM, JPEGP, JPEF, and JPECF have entered into an Agreement Regarding Joint Filing of 13G (the “Agreement”) pursuant to which Mr. McCarthy, JCM, JPEGP, JPEF, and JPECF have agreed to file this 13G jointly and in accordance with the provisions of Rule 13d-1(k)(1) of the Securities Exchange Act of 1934, as amended (the “Act”).  A copy of the Agreement is attached hereto as Exhibit A.
 
Item 2(b)
Address of Principal Business Office or, if None, Residence:
 
The principal business address of Mr. McCarthy, JCM, JPEGP, JPEF, and JPECF is 930 Tahoe Blvd., 802-281, Incline Village, NV, 89451.
 
Item 2(c)
Citizenship:

Mr. McCarthy is a citizen of the Unites States of America, JCM is a Delaware limited liability company, JPEGP is a Delaware limited partnership, JPEF is a Delaware limited partnership, and JPECF is a Delaware limited partnership.
 
Item 2(d)
Title Class of Securities:

Common Stock, par value $0.001 per share
 
Item 2(e)
CUSIP Number:
 
27297100
 
Item 3
The Reporting Person is:
 
Not Applicable






 
 
 
 
 
Item 4
Ownership:
 
Mr. McCarthy is the manager of and controls JCM.  JCM is the general partner of JPEGP and as a result controls JPEGP.  JPEGP is the general partner of JPEF and as a result controls JPEF.  JPEGP is the general partner of JPECF and as a result controls JPECF.  Therefore, Mr. McCarthy, JCM, and JPEGP are deemed to be beneficial owners under Rule 13d-3 of the Securities Exchange Act of 1934 of the securities owned of record by JPEF and JPECF and have reported that they share voting power and dispositive power over such securities.
 
The information below is as of the date of this filing and has not changed since June 13, 2011, the date of the event which requires filing this statement.

(a)  Amount beneficially owned:
1.  Jayhawk Private Equity Fund, L.P.: 1,722,291
2.  Jayhawk Private Equity Co-Invest Fund, L.P.: 119,027
3.  Jayhawk Private Equity GP, L.P.: 1,841,318*
4.  Jayhawk Capital Management, L.L.C.: 1,841,318*
5.  Kent C. McCarthy: 1,841,318*

(b)  Percent of class:
1.  Jayhawk Private Equity Fund, L.P.: 5.0%
2.  Jayhawk Private Equity Co-Invest Fund, L.P.: 0.35%
3.  Jayhawk Private Equity GP, L.P.: 5.35%
4.  Jayhawk Capital Management, L.L.C.: 5.35%
5.  Kent C. McCarthy: 5.35%

Percent of class is based on 34,419,709 outstanding shares of common stock, par value $0.001 per share, as reported by American Lorain Corporation on its Form 10-Q for the period ended March 31, 2011, as filed with the Securities and Exchange Commission on May 16, 2011.

(c)  Number of shares as to which the person has:

(i)    Sole power to vote or to direct the vote:
1.  Jayhawk Private Equity Fund, L.P.: 0
2.  Jayhawk Private Equity Co-Invest Fund, L.P.:  0
3.  Jayhawk Private Equity GP, L.P.: 0
4.  Jayhawk Capital Management, L.L.C.: 0
5.  Kent C. McCarthy: 0

(ii)   Shared power to vote or direct the vote:                                                                                     
1.  Jayhawk Private Equity Fund, L.P.: 1,722,291
2.  Jayhawk Private Equity Co-Invest Fund, L.P.: 119,027
3.  Jayhawk Private Equity GP, L.P.: 1,841,318*
4.  Jayhawk Capital Management, L.L.C.: 1,841,318*
5.  Kent C. McCarthy: 1,841,318*

(iii) Sole power to dispose or to direct the disposition of:  0
1.  Jayhawk Private Equity Fund, L.P.: 0
2.  Jayhawk Private Equity Co-Invest Fund, L.P.:  0
3.  Jayhawk Private Equity GP, L.P.: 0
4.  Jayhawk Capital Management, L.L.C.: 0
5.  Kent C. McCarthy: 0

 
 
 


(iv)  Shared power to dispose or to direct the disposition of:
1.  Jayhawk Private Equity Fund, L.P.: 1,722,291
2.  Jayhawk Private Equity Co-Invest Fund, L.P.: 119,027
3.  Jayhawk Private Equity GP, L.P.: 1,841,318*
4.  Jayhawk Capital Management, L.L.C.: 1,841,318*
5.  Kent C. McCarthy: 1,841,318*

*Includes 1,722,291 shares of common stock, par value $0.001 per share, held by Jayhawk Private Equity Fund, L.P. and 119,027 shares of common stock, par value $0.001 per share, held by Jayhawk Private Equity Co-Invest Fund, L.P.
 
In addition to the common stock listed above, Jayhawk Private Equity Fund, L.P., and Jayhawk Private Equity Co-Invest Fund, L.P. each holds 1,019,252 and 64,174, respectively, warrants to purchase common stock, par value $0.001 per share.  These warrants are immediately exercisable, but a contractual provision prohibits the reporting persons from exercising such warrants if such exercise would result in all of the reporting persons covered in this Schedule 13G owning more than 4.99% of the issuer’s common stock. Due to the current ownership of all of the reporting persons covered in this Schedule 13G, they are prohibited from exercising any warrants.
 
Item 5
Ownership of Five Percent or Less of a Class:
 
Not Applicable
 
Item 6
Ownership of More than Five Percent on Behalf of Another Person:
 
See response to Item 4 above.
 
Item 7
Identification and Classification of the Subsidiary Which Acquired the Security Being
Reported on By the Parent Holding Company:
 
Not Applicable
 
Item 8
Identification and Classification of Members of the Group:
 
Not Applicable
 
Item 9
Notice of Dissolution of Group:
 
Not Applicable
 
Item 10
Certification:

By signing below each party certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 
 
 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, the parties below certify that the information set forth in this statement is true, complete and correct.

Dated:
June 22, 2011
 
 
     
       
  /s/ Kent C. McCarthy   
  Kent C. McCarthy  
       
       

 
Jayhawk Capital Management, L.L.C.
  
       
 
By:
/s/ Kent C. McCarthy  
  
   
Name:   Kent C. McCarthy
  
   
Title:     Manager
  
       
 
 
Jayhawk Private Equity GP, L.P.
  
       
   By:   
Jayhawk Capital Management, L.L.C.,
Its general partner
  
       
 
 
By: /s/ Kent C. McCarthy  
  
   
Name:  Kent C. McCarthy
  
   
Title:    Manager
  
       
 
 
Jayhawk Private Equity Fund, L.P.
  
       
 
By: 
Jayhawk Private Equity GP, L.P.
Its general partner 
  
       
    /s/ Kent C. McCarthy  
   
Name:  Kent C. McCarthy
  
   
Title:    Manager of Jayhawk
Capital Management, L.L.C., the General
Partner of Jayhawk Private Equity GP, L.P.
  
       
 
 
Jayhawk Private Equity Co-Invest Fund, L.P.
  
       
 
By:
Jayhawk Private Equity GP, L.P.
Its general partner
 
/s/ Kent C. McCarthy 
  
   
Name: Kent C. McCarthy
  
   
Title:  Manager of Jayhawk
Capital Management, L.L.C., the General
Partner of Jayhawk Private Equity GP, L.P.
  
       
  
 
 
 
 
 
 
  
 
 
 

 
Exhibit A

 
AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13G

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Common Stock, par value $0.001 per share, of American Lorain Corporation, and further agree that this Agreement be included as an exhibit to such filings.

 
In evidence whereof, the undersigned have caused this Agreement to be executed on their behalf this 22nd day of June, 2011.
 
 
     
       
  /s/ Kent C. McCarthy   
    Kent C. McCarthy  
       
       

 
Jayhawk Capital Management, L.L.C.
  
       
 
By:
/s/ Kent C. McCarthy  
  
   
Name:   Kent C. McCarthy
  
   
Title:     Manager
  
       
 
 
Jayhawk Private Equity GP, L.P.
  
       
   By:   
Jayhawk Capital Management, L.L.C.,
Its general partner
  
       
 
 
By: /s/ Kent C. McCarthy  
  
   
Name:  Kent C. McCarthy
  
   
Title:    Manager
  
       
 
 
Jayhawk Private Equity Fund, L.P.
  
       
 
By: 
Jayhawk Private Equity GP, L.P.
Its general partner 
  
       
    /s/ Kent C. McCarthy  
   
Name:  Kent C. McCarthy
  
   
Title:    Manager of Jayhawk
Capital Management, L.L.C., the General
Partner of Jayhawk Private Equity GP, L.P.
  
       
 
 
Jayhawk Private Equity Co-Invest Fund, L.P.
  
       
 
By:
Jayhawk Private Equity GP, L.P.
Its general partner
 
/s/ Kent C. McCarthy 
  
   
Name: Kent C. McCarthy
  
   
Title:  Manager of Jayhawk
Capital Management, L.L.C., the General
Partner of Jayhawk Private Equity GP, L.P.