0001172661-12-000205.txt : 20120214 0001172661-12-000205.hdr.sgml : 20120214 20120214125537 ACCESSION NUMBER: 0001172661-12-000205 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120214 DATE AS OF CHANGE: 20120214 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81392 FILM NUMBER: 12606781 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: TPG-AXON Management LP CENTRAL INDEX KEY: 0001508755 IRS NUMBER: 263295563 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 888 SEVENTH AVENUE STREET 2: 38TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: (212) 479-2044 MAIL ADDRESS: STREET 1: 888 SEVENTH AVENUE STREET 2: 38TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 SC 13G/A 1 HOGS123111.txt SCHEDULE 13G AMENDMENT FILING UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No.2 ) Zhongpin Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 98952K107 (CUSIP Number) December 31, 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 ("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. TPG-Axon Management LP ("TPG-Axon Management")** 2. Check the Appropriate Box if a Member Of a Group [X] (a) [ ] (b) 3. SEC Use Only 4. Citizenship or Place of Organization Delaware 5. Sole Voting Power: 0 Number of Shares 6. Shared Voting Power: 3,192,200 shares of Common Stock Beneficially Owned by 7. Sole Dispositive Power: 0 Each Reporting Person With 8. Shared Dispositive Power: 3,192,200 shares of Common Stock 9. Aggregate Amount Beneficially Owned by Each Reporting Person 3,192,200 shares of Common Stock 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares 11. Percent of Class Represented by Amount in Row (9) 8.47% 12. Type of Reporting Person PN **Effective April 1, 2011, TPG-Axon Management LP assumed the investment management responsibilities of TPG-Axon Capital Management, L.P. CUSIP No. 98952K107 1. Names of Reporting Persons. TPG-Axon Partners GP, L.P. ("PartnersGP") 2. Check the Appropriate Box if a Member Of a Group [X] (a) [ ] (b) 3. SEC Use Only 4. Citizenship or Place of Organization Delaware 5. Sole Voting Power: 0 Number of Shares 6. Shared Voting Power: 3,192,200 shares of Common Stock Beneficially Owned by 7. Sole Dispositive Power: 0 Each Reporting Person With 8. Shared Dispositive Power: 3,192,200 shares of Common Stock 9. Aggregate Amount Beneficially Owned by Each Reporting Person 3,192,200 shares of Common Stock 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares 11. Percent of Class Represented by Amount in Row (9) 8.47% 12. Type of Reporting Person PN CUSIP No. 98952K107 1. Names of Reporting Persons. TPG-Axon GP, LLC ("GPLLC") 2. Check the Appropriate Box if a Member Of a Group [X] (a) [ ] (b) 3. SEC Use Only 4. Citizenship or Place of Organization Delaware 5. Sole Voting Power: 0 Number of Shares 6. Shared Voting Power: 3,192,200 shares of Common Stock Beneficially Owned by 7. Sole Dispositive Power: 0 Each Reporting Person With 8. Shared Dispositive Power: 3,192,200 shares of Common Stock 9. Aggregate Amount Beneficially Owned by Each Reporting Person 3,192,200 shares of Common Stock 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares 11. Percent of Class Represented by Amount in Row (9) 8.47% 12. Type of Reporting Person OO CUSIP No. 98952K107 1. Names of Reporting Persons. TPG-Axon Partners, LP ("TPG-Axon Domestic") 2. Check the Appropriate Box if a Member Of a Group [X] (a) [ ] (b) 3. SEC Use Only 4. Citizenship or Place of Organization Delaware 5. Sole Voting Power: 0 Number of Shares 6. Shared Voting Power: 1,255,087 shares of Common Stock Beneficially Owned by 7. Sole Dispositive Power: 0 Each Reporting Person With 8. Shared Dispositive Power: 1,255,087 shares of Common Stock 9. Aggregate Amount Beneficially Owned by Each Reporting Person 1,255,087 shares of Common Stock 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares 11. Percent of Class Represented by Amount in Row (9) 3.33% 12. Type of Reporting Person PN CUSIP No. 98952K107 1. Names of Reporting Persons. TPG-Axon Partners (Offshore), Ltd. ("TPG-Axon Offshore") 2. Check the Appropriate Box if a Member Of a Group [X] (a) [ ] (b) 3. SEC Use Only 4. Citizenship or Place of Organization Cayman Islands 5. Sole Voting Power: 0 Number of Shares 6. Shared Voting Power: 1,937,113 shares of Common Stock Beneficially Owned by 7. Sole Dispositive Power: 0 Each Reporting Person With 8. Shared Dispositive Power: 1,937,113 shares of Common Stock 9. Aggregate Amount Beneficially Owned by Each Reporting Person 1,937,113 shares of Common Stock 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares 11. Percent of Class Represented by Amount in Row (9) 5.14% 12. Type of Reporting Person CO CUSIP No. 98952K107 1. Names of Reporting Persons. TPG-Axon International, L.P. ("TPG-Axon International") 2. Check the Appropriate Box if a Member Of a Group [X] (a) [ ] (b) 3. SEC Use Only 4. Citizenship or Place of Organization Cayman Islands 5. Sole Voting Power: 0 Number of Shares 6. Shared Voting Power: 1,937,113 shares of Common Stock Beneficially Owned by 7. Sole Dispositive Power: 0 Each Reporting Person With 8. Shared Dispositive Power: 1,937,113 shares of Common Stock 9. Aggregate Amount Beneficially Owned by Each Reporting Person 1,937,113 shares of Common Stock 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares 11. Percent of Class Represented by Amount in Row (9) 5.14% 12. Type of Reporting Person PN CUSIP No. 98952K107 1. Names of Reporting Persons. TPG-Axon International GP, LLC ("InternationalGP") 2. Check the Appropriate Box if a Member Of a Group [X] (a) [ ] (b) 3. SEC Use Only 4. Citizenship or Place of Organization Delaware 5. Sole Voting Power: 0 Number of Shares 6. Shared Voting Power: 1,937,113 shares of Common Stock Beneficially Owned by 7. Sole Dispositive Power: 0 Each Reporting Person With 8. Shared Dispositive Power: 1,937,113 shares of Common Stock 9. Aggregate Amount Beneficially Owned by Each Reporting Person 1,937,113 shares of Common Stock 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares 11. Percent of Class Represented by Amount in Row (9) 5.14% 12. Type of Reporting Person OO CUSIP No. 98952K107 1. Names of Reporting Persons. Dinakar Singh LLC ("Singh LLC") 2. Check the Appropriate Box if a Member Of a Group [X] (a) [ ] (b) 3. SEC Use Only 4. Citizenship or Place of Organization Delaware 5. Sole Voting Power: 0 Number of Shares 6. Shared Voting Power: 3,192,200 shares of Common Stock Beneficially Owned by 7. Sole Dispositive Power: 0 Each Reporting Person With 8. Shared Dispositive Power: 3,192,200 shares of Common Stock 9. Aggregate Amount Beneficially Owned by Each Reporting Person 3,192,200 shares of Common Stock 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares 11. Percent of Class Represented by Amount in Row (9) 8.47% 12. Type of Reporting Person OO CUSIP No. 98952K107 1. Names of Reporting Persons. Dinakar Singh ("Mr. Singh") 2. Check the Appropriate Box if a Member Of a Group [X] (a) [ ] (b) 3. SEC Use Only 4. Citizenship or Place of Organization United States 5. Sole Voting Power: 0 Number of Shares 6. Shared Voting Power: 3,192,200 shares of Common Stock Beneficially Owned by 7. Sole Dispositive Power: 0 Each Reporting Person With 8. Shared Dispositive Power: 3,192,200 shares of Common Stock 9. Aggregate Amount Beneficially Owned by Each Reporting Person 3,192,200 shares of Common Stock 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares 11. Percent of Class Represented by Amount in Row (9) 8.47% 12. Type of Reporting Person IN Item 1. (a) Name of Issuer: Zhongpin Inc. (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 Person Filing: This statement is filed by the entities and persons listed below, all of whom together are referred to herein as the "Reporting Persons": (i) TPG-Axon Management LP ("TPG-Axon Management"), a Delaware limited partnership, with respect to the Shares reported in this Schedule 13G/A held by TPG-Axon Partners, LP ("TPG-Axon Domestic") and TPG-Axon International, L.P. ("TPG-Axon International," and together with TPG-Axon Domestic, the "Funds"). (ii) TPG-Axon Partners GP, L.P. ("PartnersGP"), a Delaware limited partnership,which serves as the general partner of TPG-Axon Domestic and the managing member of InternationalGP, with respect to the Shares reported in this Schedule 13G/A managed by TPG-Axon Management and held by the Funds. (iii) TPG-Axon GP, LLC ("GPLLC"), a Delaware limited liability company, which serves as the general partner of TPG-Axon Management and PartnersGP, with respect to the Shares reported in this Schedule 13G/A managed by TPG-Axon Management and held by the Funds. (iv) TPG-Axon Domestic, a Delaware limited partnership, with respect to the Shares reported in this Schedule 13G/A directly held by it. (v) TPG-Axon Partners (Offshore), Ltd. ("TPG-Axon Offshore"), a Cayman Islands exempted company, with respect to the Shares reported in this Schedule 13G/A indirectly held by it through its subsidiary,TPG-Axon International. (vi) TPG-Axon International, a Cayman Islands exempted limited partnership,with respect to the Shares reported in this Schedule 13G/A directly held by it. (vii) TPG-Axon International GP, LLC ("InternationalGP"), a Delaware limited liability company, which serves as the general partner of TPG-Axon International, with respect to the Shares reported in this Schedule 13G/A managed by TPG-Axon Management and held by TPG-Axon International. (viii) Dinakar Singh LLC ("Singh LLC"), a Delaware limited liability company which serves as the managing member of GPLLC, with respect to the Shares reported in this Schedule 13G/A managed by TPG-Axon Management and held by the Funds. (ix) Dinakar Singh ("Mr. Singh"), an individual who serves as the managing member of Singh LLC, with respect to the Shares reported in this Schedule 13G/A managed by TPG-Axon Management and held by the Funds. (b) Address of Principal Business Office, or, if None, Residence: (All, except TPG-Axon Offshore and TPG-Axon International) 888 Seventh Avenue 38th Floor New York, New York 10019 TPG-Axon Offshore c/o Goldman Sachs (Cayman) Trust Limited PO Box 896, KY1-1103 Gardenia Court, Suite 3307 45 Market Street, Camana Bay Cayman Islands TPG-Axon International c/o Walkers Corporate Services Limited 87 Mary Street, George Town Grand Cayman KY1-9005 Cayman Islands (c) Citizenship: Delaware (all, except TPG-Axon Offshore, TPG-Axon International and Mr. Singh); TPG-Axon Offshore: Cayman Islands; TPG-Axon International: Cayman Islands; Mr. Singh is a United States citizen. (d) Title of Class of Securities: Common Stock, par value $0.001 per share (the "Shares") (e) CUSIP No.: 98952K107 Item 3. If This Statement is Filed Pursuant to Rules 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: (a) [ ] Broker or dealer registered under Section 15 of the Act. (b) [ ] Bank as defined in Section 3(a)(6) of the Act. (c) [ ] Insurance company as defined in Section 3(a)(19) of the Act. (d) [ ] Investment company registered under Section 8 of the Investment Company Act of 1940. (e) [ ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); (f) [ ] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); (g) [ ] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); (h) [ ] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i) [ ] 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) [ ] A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J); (k) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(K). If this statement is filed pursuant to Rule 13d-1(c), check this box [X] Item 4. Ownership TPG-Axon Management, as investment manager to TPG-Axon Domestic, TPG-Axon Offshore and TPG-Axon International has the power to direct the disposition and voting of the Shares held by TPG-Axon Domestic and TPG-Axon International. InternationalGP is the general partner of TPG-Axon International. PartnersGP is the general partner of TPG-Axon Domestic and the managing member of InternationalGP. GPLLC is the general partner of PartnersGP and TPG-Axon Management. Singh LLC is a managing member of GPLLC. Mr. Singh, an individual, is the managing member of Singh LLC and in such capacity may be deemed to control Singh LLC, GPLLC and TPG-Axon Management, and therefore may be deemed the beneficial owner of the securities held by TPG-Axon Domestic and TPG-Axon International. Each of Singh LLC, GPLLC, PartnersGP, InternationalGP, TPG-Axon Offshore, and Mr. Singh disclaim beneficial ownership of all of the shares of Common Stock reported in this 13G/A. A. TPG-Axon Management (a) Amount beneficially owned: 3,192,200 shares of Common Stock (b) Percent of class: 8.47% (All percentages of beneficial ownership reported in this Schedule 13G/A are based on the 37,679,664 outstanding shares of Stock reported in the Issuer's Form 10Q for the quarterly period ended September 30, 2011.) (c) (i) Sole power to vote or direct the vote: 0 (ii) Shared power to vote or direct the vote: 3,192,200 shares of Common Stock (iii) Sole power to dispose or direct the disposition: 0 (iv) Shared power to dispose or direct the disposition: 3,192,200 shares of Common Stock B. PartnersGP (a) Amount beneficially owned: 3,192,200 shares of Common Stock (b) Percent of class: 8.47% (c) (i) Sole power to vote or direct the vote: 0 (ii) Shared power to vote or direct the vote: 3,192,200 shares of Common Stock (iii) Sole power to dispose or direct the disposition: 0 (iv) Shared power to dispose or direct the disposition: 3,192,200 shares of Common Stock C. GPLLC (a) Amount beneficially owned: 3,192,200 shares of Common Stock (b) Percent of class: 8.47% (c) (i) Sole power to vote or direct the vote: 0 (ii) Shared power to vote or direct the vote: 3,192,200 shares of Common Stock (iii) Sole power to dispose or direct the disposition: 0 (iv) Shared power to dispose or direct the disposition: 3,192,200 shares of Common Stock D. TPG-Axon Domestic (a) Amount beneficially owned: 1,255,087 shares of Common Stock (b) Percent of class: 3.33% (c) (i) Sole power to vote or direct the vote: 0 (ii) Shared power to vote or direct the vote: 1,255,087 shares of Common Stock (iii) Sole power to dispose or direct the disposition: 0 (iv) Shared power to dispose or direct the disposition: 1,255,087 shares of Common Stock E. TPG-Axon Offshore (a) Amount beneficially owned: 1,937,113 shares of Common Stock (b) Percent of class: 5.14% (c) (i) Sole power to vote or direct the vote: 0 (ii) Shared power to vote or direct the vote: 1,937,113 shares of Common Stock (iii) Sole power to dispose or direct the disposition: 0 (iv) Shared power to dispose or direct the disposition: 1,937,113 shares of Common Stock F. TPG-Axon International (a) Amount beneficially owned: 1,937,113 shares of Common Stock (b) Percent of class: 5.14% (c) (i) Sole power to vote or direct the vote: 0 (ii) Shared power to vote or direct the vote: 1,937,113 shares of Common Stock (iii) Sole power to dispose or direct the disposition: 0 (iv) Shared power to dispose or direct the disposition: 1,937,113 shares of Common Stock G. InternationalGP (a) Amount beneficially owned: 1,937,113 shares of Common Stock (b) Percent of class: 5.14% (c) (i) Sole power to vote or direct the vote: 0 (ii) Shared power to vote or direct the vote: 1,937,113 shares of Common Stock (iii) Sole power to dispose or direct the disposition: 0 (iv) Shared power to dispose or direct the disposition: 1,937,113 shares of Common Stock H. Singh LLC (a) Amount beneficially owned: 3,192,200 shares of Common Stock (b) Percent of class: 8.47% (c) (i) Sole power to vote or direct the vote: 0 (ii) Shared power to vote or direct the vote: 3,192,200 shares of Common Stock (iii) Sole power to dispose or direct the disposition: 0 (iv) Shared power to dispose or direct the disposition: 3,192,200 shares of Common Stock H. Mr. Singh (a) Amount beneficially owned: 3,192,200 shares of Common Stock (b) Percent of class: 8.47% (c) (i) Sole power to vote or direct the vote: 0 (ii) Shared power to vote or direct the vote: 3,192,200 shares of Common Stock (iii) Sole power to dispose or direct the disposition: 0 (iv) Shared power to dispose or direct the disposition: 3,192,200 shares of Common Stock 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 had ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following [ ]. Item 6. Ownership of More than Five Percent on Behalf of Another Person See Item 4. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person 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. Certifications By signing below I certify that, to the best of my 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, I certify that the information set forth in this statement is true, complete and correct. Dated: February 14, 2012 TPG-Axon Management LP By: TPG-Axon GP, LLC, general partner By: /s/ Dinakar Singh -------------------------- Name: Dinakar Singh Title: Chief Executive Officer TPG-Axon Partners GP, L.P. By: TPG-Axon GP, LLC, general partner By: /s/ Dinakar Singh -------------------------- Name: Dinakar Singh Title: Chief Executive Officer TPG-Axon GP, LLC By: /s/ Dinakar Singh -------------------------- Name: Dinakar Singh Title: Chief Executive Officer TPG-Axon Partners, LP By: TPG-Axon Partners GP, L.P., general partner By: TPG-Axon GP, LLC, general partner By: /s/ Dinakar Singh -------------------------- Name: Dinakar Singh Title: Chief Executive Officer TPG-Axon Partners (Offshore), Ltd. By: /s/ Dinakar Singh -------------------------- Name: Dinakar Singh Title: Director TPG-Axon International, L.P. By: TPG-Axon International GP, LLC, general partner By: TPG-Axon Partners GP, L.P., managing member By: TPG-Axon GP, LLC, general partner By: /s/ Dinakar Singh -------------------------- Name: Dinakar Singh Title: Chief Executive Officer TPG-Axon International GP, LLC By: TPG-Axon Partners GP, L.P., managing member By: TPG-Axon GP, LLC, general partner By: /s/ Dinakar Singh -------------------------- Name: Dinakar Singh Title: Chief Executive Officer Dinakar Singh LLC By: /s/ Dinakar Singh -------------------------- Name: Dinakar Singh Title: Managing Member By: /s/ Dinakar Singh -------------------------- Name: Dinakar Singh