-----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, A7tXC79KaIlacr/dbiMOCQ9Tca1AqkA3ngjMAT9WdnvIDUvgPI1456bU8MT1+dZg 4tVMulizg5vIG2sQ0w55Rw== 0001144204-09-056537.txt : 20091104 0001144204-09-056537.hdr.sgml : 20091104 20091104161223 ACCESSION NUMBER: 0001144204-09-056537 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20091104 DATE AS OF CHANGE: 20091104 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LEDECKY JONATHAN J CENTRAL INDEX KEY: 0001008382 FILING VALUES: FORM TYPE: SC 13D MAIL ADDRESS: STREET 1: C/O THE LEDECKY FOUNDATION STREET 2: 901 - 15TH STREET, NW, SUITE 950 CITY: WASHINGTON STATE: DC ZIP: 20005 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Cullen Agricultural Holding Corp CENTRAL INDEX KEY: 0001471256 STANDARD INDUSTRIAL CLASSIFICATION: DAIRY PRODUCTS [2020] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-85065 FILM NUMBER: 091157898 BUSINESS ADDRESS: STREET 1: 22 BARNETT SHOALS ROAD CITY: WATKINSVILLE STATE: GA ZIP: 30677 BUSINESS PHONE: 212-521-4398 MAIL ADDRESS: STREET 1: 22 BARNETT SHOALS ROAD CITY: WATKINSVILLE STATE: GA ZIP: 30677 SC 13D 1 v164834_sc13d.htm
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)

CULLEN AGRICULTURAL HOLDING CORP.
(Name of Issuer)
 
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
 
229894 100
(CUSIP Number)
 
Jonathan J. Ledecky
970 West Broadway, PMB 402
Jackson, Wyoming 83001
307-633-2831
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
 
October 22, 2009
(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 Rule 13d-1(e), 13d-1(f) or 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 Rule 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 that 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 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.  229894 100
SCHEDULE 13D
Page 2 of 8 Pages

 
1
 
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
 
Jonathan J. Ledecky
 
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)     (a) ¨
 (b) ¨
 
 
3
 
SEC USE ONLY
 
 
4
 
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
OO
 
5
 
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) o
 
 
6
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
 
 
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
7
 
SOLE VOTING POWER
 
3,900,000
 
8
 
SHARED VOTING POWER
 
600,000
 
9
 
SOLE DISPOSITIVE POWER
 
3,900,000
 
10
 
SHARED DISPOSITIVE POWER
 
600,000
 
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
4,500,000
 
12
 
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
 
 
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
20.7%
 
14
 
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
IN

 
 

 
 
CUSIP No.  229894 100
SCHEDULE 13D
Page 3 of 8 Pages
 
This Schedule 13D is filed by Jonathan J. Ledecky (“Ledecky”) with respect to ownership of the common stock, par value $0.0001 per share (“Common Stock”), of Cullen Agricultural Holding Corp., a Delaware corporation (the “Issuer”).

The percentage of beneficial ownership reflected in this Schedule 13D is based upon 19,247,311 shares of Common Stock outstanding as of October 22, 2009.

Item 1.  Security and Issuer.

The class of equity securities to which this Schedule 13D relates is the Common Stock of the Issuer.  The Issuer’s principal executive offices are located at 22 Barnett Shoals Road, Watkinsville, Georgia 30677.

Item 2.  Identity and Background.

Ledecky’s business address is 970 West Broadway, PMB 402, Jackson, Wyoming 83001.  Ledecky was previously the President and Secretary of Triplecrown Acquisition Corp. (“Triplecrown”), the Issuer’s predecessor.

Ledecky has not, during the past five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

Ledecky has not, during the past five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Ledecky is a citizen of the United States.

Item 3.  Sources of Funds.

In June 2007, in connection with its formation, Triplecrown sold 11,500,000 shares of its common stock (“Initial Shares”) to its founders at a purchase price of approximately $0.002 per share.  Ledecky purchased 6,030,000 of such shares at such time for aggregate purchase price of approximately $12,060 and Hat Tricks LLC, an entity owned and controlled by Ledecky, purchased 600,000 of such shares at such time for an aggregate purchase price of approximately $1,200. Each of Ledecky and Hat Tricks LLC used its working capital for such purchase.

In September 2007, Triplecrown’s board of directors authorized a dividend to the founders of one warrant to purchase one share of Triplecrown’s common stock for each outstanding share of Triplecrown’s common stock held by such founder (“Initial Warrants”).  Accordingly, Ledecky acquired 6,030,000 of such Initial Warrants and Hat Tricks LLC acquired 600,000 of such Initial Warrants at such time.  No funds were expended to acquire such warrants.
 
 
 

 
 
CUSIP No.  229894 100
SCHEDULE 13D
Page 4 of 8 Pages
 
On October 25, 2007, simultaneously with its initial public offering, Triplecrown sold 5,000,000 warrants, each to purchase one share of Triplecrown’s common stock, to certain of its initial stockholders at a purchase price of $1.00 per warrant (“Insider Warrants”).  Ledecky purchased 2,500,000 of such warrants at such time for an aggregate purchase price of $2,500,000.  Ledecky used his personal funds for such purchase.

On October 22, 2009, the Issuer consummated a business combination (the “Merger”) with Cullen Agricultural Technologies, Inc. (“Cullen Agritech”), as contemplated by the Agreement and Plan of Reorganization (the “Merger Agreement”), dated as of September 4, 2009, as amended, among Triplecrown, the Issuer, CAT Merger Sub, Inc. (“Merger Sub”), Cullen Agritech and Cullen Inc. Holdings Ltd. (“Cullen Holdings”).  Prior to the Merger, the Issuer was a wholly owned subsidiary of Triplecrown, Merger Sub was a wholly owned subsidiary of the Issuer and Cullen Holdings was the sole stockholder of Cullen Agritech.  Pursuant to the Merger, (i) Triplecrown merged with and into the Issuer with the Issuer surviving as the new publicly-traded corporation and (ii) Merger Sub merged with and into Cullen Agritech with Cullen Agritech surviving as a wholly owned subsidiary of the Issuer.

In addition, all of the outstanding securities of Triplecrown were automatically converted into like securities of the Issuer.  Accordingly, in connection with the Merger:

 
·
Ledecky and Hat Tricks LLC were issued 6,630,000 shares of the Issuer’s Common Stock upon conversion of their Initial Shares (which shall hereinafter continue to be referred to as Initial Shares).  However, pursuant to the terms of the Merger Agreement, Ledecky immediately surrendered 4,630,000 of his Initial Shares to the Issuer for no consideration and such shares were canceled.

 
·
Ledecky and Hat Tricks LLC were issued 6,630,000 warrants, each to purchase one share of the Issuer’s Common Stock, upon conversion of their Initial Warrants (which shall hereinafter continue to be referred to as Initial Warrants).

 
·
Ledecky was issued 2,500,000 warrants, each to purchase one share of the Issuer’s Common Stock, upon conversion of his Insider Warrants (which shall hereinafter continue to be referred to as Insider Warrants).

No funds were expended at such time to acquire the Initial Shares, Initial Warrants or Sponsors’ Warrants.
 
 
 

 
 
CUSIP No.  229894 100
SCHEDULE 13D
Page 5 of 8 Pages

Also in connection with the Merger, the warrant agreement governing the Triplecrown warrants, including the Initial Warrants and the Insider Warrants (all of which became Issuer warrants upon the completion of the Merger), was amended to (i) increase the exercise price of the warrants from $7.50 per share to $12.00 per share, (ii) extend the expiration date of the warrants from October 21, 2012 to October 21, 2013 and (iii) increase the price at which the stock must trade for the warrants to be called for redemption from $13.75 per share to $17.00 per share.  The Insider Warrants became exercisable upon completion of the Merger.  The Initial Warrants will not become exercisable until the last sales price of the Issuer’s Common Stock exceeds $13.75 per share for any 20 trading days within any 30-trading day period beginning January 20, 2010.

Item 4.  Purpose of Transaction.

Ledecky acquired the shares of Common Stock described in this Schedule 13D for investment purposes.

Ledecky may from time to time acquire additional securities for investment purposes, or dispose of securities, in the open market or in private transactions.  Ledecky beneficially holds Initial Warrants to purchase 6,630,000 shares of Common Stock, which are not currently exercisable and will not become exercisable within 60 days, and Insider Warrants to purchase 2,500,000 shares of Common Stock, which are currently exercisable.

At the date of this Schedule 13D, Ledecky, except as set forth in this Schedule 13D, has no plans or proposals which would result in:

(a)           The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;

(b)           An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;

(c)           A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;

(d)           Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of the board of directors or management of the Issuer;

(e)           Any material change in the present capitalization or dividend policy of the Issuer;

(f)           Any other material change in the Issuer’s business or corporate structure;

(g)           Changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which ay impede the acquisition of control of the Issuer by any person;
 
 
 

 
 
CUSIP No.  229894 100
SCHEDULE 13D
Page 6 of 8 Pages

(h)           Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

(i)           A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or

(j)           Any action similar to any of those actions enumerated above.

Item 5.  Interest in Securities of the Issuer.

Ledecky is the beneficial owner of 4,500,000 shares of the Issuer’s Common Stock, representing 600,000 shares of Common Stock held by Hat Tricks LLC, 1,400,000 shares of Common Stock held directly by Ledecky and 2,500,000 shares of Common Stock issuable upon exercise of the Insider Warrants held directly by Ledecky.  Ledecky is the beneficial owner of 20.7% of the Issuer’s outstanding Common Stock.  Ledecky has shared voting and dispositive power over the 600,000 shares of Common Stock held by Hat Tricks LLC and sole voting and dispositive power over the 1,400,000 shares held directly by him and the 2,500,000 shares of Common Stock issuable upon exercise of the Insider Warrants.  The foregoing amounts do not include 6,630,000 shares of Common Stock issuable upon the exercise of Initial Warrants that are not currently exercisable and will not become exercisable within 60 days.

In the past 60 days, Ledecky effected the transactions described under Item 3 above and such transactions are incorporated by reference herein.

Item 6.  Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

All of the Initial Shares and Initial Warrants are held in escrow under an escrow agreement with Continental Stock Transfer & Trust Company, pursuant to which such securities will not be released from escrow until one year after the Merger (except (i) to an entity’s beneficiaries upon its liquidation, (ii) to relatives and trusts for estate planning purposes, (iii) by virtue of the laws of descent and distribution upon death or (iv) pursuant to a qualified domestic relations order).

The holders of the majority of the Initial Shares, Initial Warrants and the holders of the majority the Insider Warrants (or underlying shares) each will be entitled to make up to two demands that the Issuer register such shares or warrants (or underlying shares) pursuant to a registration rights agreement entered into with Triplecrown in connection with its initial public offering (which became an obligation of the Issuer as a consequence of the Merger). The holders of the majority of the Initial Shares and Initial Warrants can elect to exercise these registration rights at any time commencing nine months after the completion of the Merger. The holders of a majority of the Insider Warrants (or underlying shares) can elect to exercise these registration rights at any time. In addition, these holders have certain “piggy-back” registration rights on registration statements filed subsequent to such date. The Issuer will bear the expenses incurred in connection with the filing of any such registration statements.
 
 
 

 
 
CUSIP No.  229894 100
SCHEDULE 13D
Page 7 of 8 Pages

Item 7.  Material to be filed as Exhibits.

1.
Form of Securities Escrow Agreement between Triplecrown, Continental Stock Transfer & Trust Company and the founders of Triplecrown (incorporated by reference to Exhibit 10.13 of Amendment No. 2 to Triplecrown’s Registration Statement on Form S-1, as amended (SEC File Nos. 333-144523 and 333-146850) filed on September 24, 2007).

2.
Form of Registration Rights Agreement among Triplecrown and the founders of Triplecrown (incorporated by reference to Exhibit 10.15 of Amendment No. 2 to Triplecrown’s Registration Statement on Form S-1, as amended (SEC File Nos. 333-144523 and 333-146850) filed on September 24, 2007).

 
 

 
 
CUSIP No.  229894 100
SCHEDULE 13D
Page 8 of 8 Pages
 
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.

Dated November 4, 2009

/s/ Jonathan J. Ledecky
 
Jonathan J. Ledecky
 

 
 

 
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