-----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, TyKuDPdXpLFSyDuQXHtHss3BDDs6qqarK7N7jPZbSl2WZvIKwZ7UZ8U4wXhE+l5r zS6MDNnPrjRnRFw9FbKy7Q== 0001144204-10-015129.txt : 20100323 0001144204-10-015129.hdr.sgml : 20100323 20100323131134 ACCESSION NUMBER: 0001144204-10-015129 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20100323 DATE AS OF CHANGE: 20100323 GROUP MEMBERS: ALAIN TREUER SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Green Plains Renewable Energy, Inc. CENTRAL INDEX KEY: 0001309402 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL ORGANIC CHEMICALS [2860] IRS NUMBER: 841652107 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81560 FILM NUMBER: 10698651 BUSINESS ADDRESS: STREET 1: 9420 UNDERWOOD AVE., STE. 100 CITY: OMAHA STATE: NE ZIP: 68114 BUSINESS PHONE: 402-884-8700 MAIL ADDRESS: STREET 1: 9420 UNDERWOOD AVE., STE. 100 CITY: OMAHA STATE: NE ZIP: 68114 FORMER COMPANY: FORMER CONFORMED NAME: GREEN PLAINS RENEWABLE ENERGY, INC. DATE OF NAME CHANGE: 20060314 FORMER COMPANY: FORMER CONFORMED NAME: Green Plains Renewable Energy, Inc. DATE OF NAME CHANGE: 20041123 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Wilon Holdings S.A. CENTRAL INDEX KEY: 0001448098 IRS NUMBER: 980597324 STATE OF INCORPORATION: R1 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: MMG TOWER, 16TH FLOOR STREET 2: 53RD E STREET, MARBELLA CITY: PANAMA CITY STATE: R1 ZIP: - BUSINESS PHONE: (507) 208-7086 MAIL ADDRESS: STREET 1: MMG TOWER, 16TH FLOOR STREET 2: 53RD E STREET, MARBELLA CITY: PANAMA CITY STATE: R1 ZIP: - SC 13D/A 1 v177869_sc13da.htm Unassociated Document
 

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

 
SCHEDULE 13D
 
Under the Securities Exchange Act of 1934
 
(Amendment No. 2)*
 

 
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:
Colin J. Diamond
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)
 
March 10, 2010
(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).

 
 
 
 
1.
Name of Reporting Person
 
Wilon Holdings S.A.
   
 
2.
Check the Appropriate Box if a Member of a Group (See Instructions)  
   
(a)
o
   
(b)
x  
 
3.
SEC Use Only  
 
4.
Source of Funds (See Instructions)
Not applicable
 
 
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    o  
 
6.
Citizenship or Place of Organization
Panama
 
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*
 
13.
Percent of Class Represented by Amount in Row (11)
6.5% (based upon 31,743,958 shares outstanding as of March 10, 2010, as advised by the Issuer) 
 
 
14.
Type of Reporting Person (See Instructions)
OO
 
 
 
 


* As a result of the Shareholders’ Agreement described in Item 4 of the Initial Schedule 13D and Amendment No. 1 to Schedule 13D, the Reporting Persons may be deemed to be the beneficial owners of shares of the Issuer's common stock beneficially owned by NTR plc and its wholly-owned affiliates, NTR US Biosystems Holdings Limited (formerly Bioverda International Holdings Limited) and Greenstar North America Holdings, Inc., and Wayne Hoovestol.  Based on the information provided to the Reporting Persons, NTR plc and its wholly-owned affiliates beneficially own 11,227,653 shares of the Issuer’s common stock, representing in the aggregate 35.4% 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 946,592 shares of the Issuer’s common stock, representing 3.0% of the issued and outstanding common stock of the Issuer. Each Reporting Person disclaims any such beneficial ownership except to the extent of their respective pecuniary interest therein.
 
 

 
 
 
 
 
1.
Name of Reporting Person  
Alain Treuer
 
   
 
2.
Check the Appropriate Box if a Member of a Group (See Instructions)  
   
(a)
o
   
(b)
x
 
3.
SEC Use Only
 
 
4.
Source of Funds (See Instructions)
Not applicable
 
 
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    o  
 
6.
Citizenship or Place of Organization  
Switzerland
 
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
 
13.
Percent of Class Represented by Amount in Row (11)
6.5% (based upon 31,743,958 shares outstanding as of March 10, 2010, as advised by the Issuer)    
 
14.
Type of Reporting Person (See Instructions)
IN
 
 
 
 
 


* As a result of the Shareholders’ Agreement described in Item 4 of the Initial Schedule 13D and Amendment No. 1 to Schedule 13D, the Reporting Persons may be deemed to be the beneficial owners of shares of the Issuer's common stock beneficially owned by NTR plc and its wholly-owned affiliates, NTR US Biosystems Holdings Limited (formerly Bioverda International Holdings Limited) and Greenstar North America Holdings, Inc., and Wayne Hoovestol.  Based on the information provided to the Reporting Persons, NTR plc and its wholly-owned affiliates beneficially own 11,227,653 shares of the Issuer’s common stock, representing in the aggregate 35.4% 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 946,592 shares of the Issuer’s common stock, representing 3.0% of the issued and outstanding common stock of the Issuer. Each Reporting Person disclaims any such beneficial ownership except to the extent of their respective pecuniary interest therein.
 

 
 
This Amendment No. 2 is being filed pursuant to Exchange Act Rule 13d-2(a) to report a material decrease in the percentage of shares of ccommon stock beneficially owned by the Reporting Persons solely as a result of an increase in the number of outstanding shares of the Issuer’s Common Stock. 
 
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
 
As described in Items 5 and 6 of the Initial Schedule 13D, under Section 3.7 of the Shareholders Agreement among the Reporting Persons, until such time as the Issuer issued an aggregate of at least 6,000,000 shares of common stock to non-affiliates of the Issuer, the Reporting Persons and NTR plc and its wholly-owned affiliates agreed to vote their shares in favor of four independent nominees to the board of directors proposed by the Issuer in accordance with the Issuer's nominating committee policy, in the same proportion as the shareholders of the Issuer not affiliated with NTR plc and its wholly-owned affiliates and Wilon Holdings S.A.  As a result of the sale by the Issuer of 6,325,000 shares of its common stock to non-affiliates on or about March 10, 2010, the voting obligations of the Reporting Persons and NTR plc and its wholly-owned affiliates with respect to the Issuer’s four independent board nominees are no longer in effect. The other voting obligations of the Reporting Persons, NTR plc and its wholly-owned affiliates and Wayne Hoovestol under Sections 3.1 and 3.2(e) remain in effect.
 
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS
 
A.  
Agreement of Joint Filing.
B.  
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.
C.  
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.
D.  
Stock Purchase Agreement dated May 7, 2008 by and among Green Plains Renewable Energy, Inc., Bioverda International Holdings Limited and Bioverda US Holdings LLC.
E.  
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. 
F.  
Lock-Up and Voting Agreement dated May 7, 2008 by and among Green Plains Renewable Energy, Inc. and Wilon Holdings S.A. 
G.  
Lock-Up and Voting Agreement dated May 7, 2008 by and among Green Plains Renewable Energy, Inc. and Wayne Hoovestol. 
H.  
Put and Call Agreement (VBV) dated April 1, 2008 by and among Bioverda International, Bioverda US Holdings LLC and Wilon Holdings S.A.
I.  
Notice of exercise of Put Option (VBV) dated October 1, 2008, as amended effective October 15, 2008.  
J.  
Put and Call Agreement (GPRE) dated April 1, 2008 by and among Bioverda International, Bioverda US Holdings LLC and Wilon Holdings S.A. 
K.  
Notice of exercise of Put Option (GPRE) dated October 1, 2008, as amended effective October 15, 2008.
 Previously incorporated by reference.
 

 

 
 
Dated: March 22, 2010
 
  Wilon Holdings S.A.
   
  /s/ Stephen Dickson                               
  Name: Mitre Services Limited
  Title: President and Legal Representative
  Signed by Stephen Dickson for and on behalf of Mitre Services Limited
   
  /s/ J Bradley Heney                                
  Name: Trite Holdings Inc.
  Title: Secretary
  Signed by J Bradley Heney for and on behalf of Trite Holdings Inc.
   
   
  Alain Treuer
  /s/ Alain Treuer                                       
   
 
 
 

 

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