-----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, SeTcXD2wCy01gnfK4Az1Le4mCK0bDEkYaSICWL8E/MpQToPOiQCuMdXl9Ye7xlYt QJtsP8ixCoCiOy1PctZ/eA== 0000950123-10-101669.txt : 20101105 0000950123-10-101669.hdr.sgml : 20101105 20101105154842 ACCESSION NUMBER: 0000950123-10-101669 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20101105 DATE AS OF CHANGE: 20101105 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ZHONGPIN INC. CENTRAL INDEX KEY: 0001277092 STANDARD INDUSTRIAL CLASSIFICATION: MEAT PACKING PLANTS [2011] IRS NUMBER: 542100419 STATE OF INCORPORATION: DE FISCAL YEAR END: 0216 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-81392 FILM NUMBER: 101168610 BUSINESS ADDRESS: STREET 1: 21 CHANGSHE ROAD STREET 2: CHANGGE CITY, CITY: HENAN PROVINCE STATE: F4 ZIP: 461500 BUSINESS PHONE: (86) 10-82861788 MAIL ADDRESS: STREET 1: ROOM 605A, TWR A, RAYCOM INFO TECH PARK STREET 2: NO. 2 KEXUEYUAN SOUTH ROAD CITY: HAIDIAN DISTRICT, BEIJING, STATE: F4 ZIP: 100190 FORMER COMPANY: FORMER CONFORMED NAME: STRONG TECHNICAL INC DATE OF NAME CHANGE: 20040121 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Caledonia (Private) Investments Pty Ltd. CENTRAL INDEX KEY: 0001505098 IRS NUMBER: 000000000 STATE OF INCORPORATION: C3 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: GOLD FIELDS HOUSE STREET 2: LEVEL 21 1 ALFRED ST. CITY: SYDNEY STATE: C3 ZIP: NSW 2000 BUSINESS PHONE: 61-2-9255-7600 MAIL ADDRESS: STREET 1: GOLD FIELDS HOUSE STREET 2: LEVEL 21 1 ALFRED ST. CITY: SYDNEY STATE: C3 ZIP: NSW 2000 SC 13G 1 y87580sc13g.htm SC 13G sc13g

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No.  )*

Zhongpin Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
98952K107
(CUSIP Number)
Not required
(Date of Event Which Requires Filing of this Statement)

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

     þ Rule 13d-1(b)

     o Rule 13d-1(c)

     o 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 (“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.
 
98952K107 
 

 

           
1.   NAMES OF REPORTING PERSONS.
I.R.S. Identification Nos. of above persons (entities only).

Caledonia (Private) Investments Pty Ltd.
     
     
2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)   o
  (b)   o
     
3.   SEC USE ONLY
   
   
     
4.   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Australia
       
  5.   SOLE VOTING POWER
     
NUMBER OF   2,328,944
       
SHARES 6.   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   0
       
EACH 7.   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   2,328,944
       
WITH: 8.   SHARED DISPOSITIVE POWER
     
    0
     
9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  2,328,944 [1]
     
10.   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
   
  o
     
11.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
  6.7%
     
12.   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  FI -IA

Page 2 of 6 pages


 

Item 1(a).   Name of Issuer:
     Zhongpin Inc.
Item 1(b).   Address of Issuer’s Principal Executive Offices:
21 Changshe Road, Changge City, Henan Province, People’s Republic of China 461500
Item 2(a).   Name of Persons Filing:
     Caledonia (Private) Investments Pty Ltd.
Item 2(b).   Address of Principal Business Office, or if None, Residence:
Gold Fields House
Level 21 1 Alfred St
Sydney NSW 2000
Item 2(c).   Citizenship:
Australia
Item 2(d).   Title of Class of Securities:
     Common Stock
Item 2(e).   CUSIP Number:
     98952K107
Item 3.   If this Statement is filed pursuant to 240.13d -1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
         
(a)
  o   Broker or dealer registered under Section 15 of the Exchange Act (15 U.S.C. 78o).
 
       
(b)
  o   Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).
 
       
(c)
  o   Insurance company as defined in Section 3(a)(19) of the Exchange Act (15 U.S.C. 78c).
 
       
(d)
  o   Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a -8).
 
       
(e)
  o   An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E);
 
       
(f)
  o   An employee benefit plan or endowment fund in accordance with 240.13d-1(b)(1)(ii)(F);

Page 3 of 6 pages


 

         
(g)
  o   A parent holding company or control person in accordance with 240.13d - 1(b)(1)(ii)(G);
 
       
(h)
  o   A savings association 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 (15 U.S.C. 80a -3);
 
       
(j)
  þ   A non-U.S. institution that is the functional equivalent of any of the institutions listed in Rule 240.13d-1 (b)(1)(ii)(A) through (I), so long as the non-U.S. institution is subject to a regulatory scheme that is substantially comparable to the regulatory scheme applicable to the equivalent U.S. institution;
 
       
(k)
  o   Group, in accordance with 240.13d-1(b)(1)(ii)(J).
Item 4.   Ownership.
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
         
(a) Amount beneficially owned:
    2,328,944  [1]
(b) Percent of class:
    6.7 %
(c) Number of shares as to which the person has:
       
(i) Sole power to vote or direct the vote:
    2,328,944  
(ii) Shared power to vote or to direct the vote:
    0  
(iii) Sole power to dispose or to direct the disposition of:
    2,328,944  
(iv) Shared power to dispose or to direct the disposition of:
    0  
 
[1]   The Common Stock reported in this Schedule 13G does not include (i) an aggregate 421,563 shares of Common Stock held by the GJJ Family Trust or (ii) an aggregate 115,974 shares of Common Stock held by the CJH Family Trust, each of which is a discretionary trust controlled by James William Vicars, a director of Caledonia (Private) Investments Pty Ltd. Caledonia (Private) Investments Pty Ltd. expressly disclaims beneficial ownership of all Common Stock held by GJJ Family Trust and CJH Family Trust, and has no voting or dispositive power with respect to such Common Stock.

Page 4 of 6 pages


 

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 five percent of the class of securities, check the following o.
Item 6.   Ownership of More than Five Percent on Behalf of Another Person.
Item 7.   Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Item 8.   Identification and Classification of Members of the Group.
Item 9.   Notice of Dissolution of Group.
Item 10.   Certification.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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.
By signing below I certify that, to the best of my knowledge and belief, the foreign regulatory scheme applicable to investment advisers with an Australian Financial Services license is substantially comparable to the regulatory scheme applicable to the functionally equivalent U.S. institution(s). I also undertake to furnish to the Commission staff, upon request, information that would otherwise be disclosed in a Schedule 13D.

Page 5 of 6 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.
     
 
   
 
  November 5, 2010
 
   
 
  Date
 
   
 
  /s/ Bernard Stanton
 
   
 
  Signature
 
   
 
  Bernard Stanton / Director
 
   
 
  Name/Title

Page 6 of 6 pages

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