0000922907-13-000050.txt : 20130206 0000922907-13-000050.hdr.sgml : 20130206 20130206152358 ACCESSION NUMBER: 0000922907-13-000050 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20130206 DATE AS OF CHANGE: 20130206 GROUP MEMBERS: JAYHAWK PRIVATE EQUITY CO-INVEST FUND L.P. GROUP MEMBERS: JAYHAWK PRIVATE EQUITY 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-82784 FILM NUMBER: 13577584 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 CAPITAL MANAGEMENT, L.L.C. CENTRAL INDEX KEY: 0001002078 IRS NUMBER: 481172612 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 8201 MISSION RD STREET 2: SUITE 110 CITY: PRAIRIE VILLAGE STATE: KS ZIP: 66208 BUSINESS PHONE: 9136422611 MAIL ADDRESS: STREET 1: 8201 MISSION RD STREET 2: SUITE 110 CITY: PRAIRIE VILLAGE STATE: KS ZIP: 66208 FORMER COMPANY: FORMER CONFORMED NAME: JAYHAWK CAPITAL MANAGEMENT LLC DATE OF NAME CHANGE: 19961121 SC 13G/A 1 schedule13ga_020513.htm schedule13ga_020513.htm

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

SCHEDULE 13G/A
Amendment No. 2
 
 
  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)
 
27297100 
(CUSIP Number)
 
December 31, 2012
(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
3,233,9231
 
7
 
SOLE DISPOSITIVE POWER
0
 
8
 
SHARED DISPOSITIVE POWER
3,233,9231
 
9
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,233,9231 (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
9.34%*1
 
12
 
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
1 This number does not reflect the reporting person’s ownership of 840,084 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/A 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/A, they are prohibited from exercising any warrants.
*Based on 34,616,714 outstanding shares of common stock, par value $0.001 per share, as reported by American Lorain Corporation in its Proxy Statement filed on December 12, 2012.

 
1
 
 
   
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
214,1711
 
7
 
SOLE DISPOSITIVE POWER
0
 
8
 
SHARED DISPOSITIVE POWER
214,1711
 
9
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
214,1711 (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
0.62%*1
 
12
 
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
1 This number does not reflect the reporting person’s ownership of 52,893 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/A 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/A, they are prohibited from exercising any warrants.
* Based on 34,616,714 outstanding shares of common stock, par value $0.001 per share, as reported by American Lorain Corporation in its Proxy Statement filed on December 12, 2012.

 
 
2
 
 
   
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
3,448,094*1
 
7
 
SOLE DISPOSITIVE POWER
0
 
8
 
SHARED DISPOSITIVE POWER
3,448,094*1
 
9
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,448,094*1 (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
9.96%**1
 
12
 
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
1 This number does not reflect the reporting person’s ownership of 892,977 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/A 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/A, they are prohibited from exercising any warrants.
*Includes 3,233,923 shares of common stock, par value $0.001 per share, held by Jayhawk Private Equity Fund, L.P. and 214,171 shares of common stock, par value $0.001 per share, held by Jayhawk Private Equity Co-Invest Fund, L.P.
** Based on 34,616,714 outstanding shares of common stock, par value $0.001 per share, as reported by American Lorain Corporation in its Proxy Statement filed on December 12, 2012.

 
3
 
 
 
   
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
3,448,094*1
 
7
 
SOLE DISPOSITIVE POWER
0
 
8
 
SHARED DISPOSITIVE POWER
3,448,094*1
 
9
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,448,094*1 (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
9.96%**1
 
12
 
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
1 This number does not reflect the reporting person’s ownership of 892,977 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/A 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/A, they are prohibited from exercising any warrants.
* Includes 3,233,923 shares of common stock, par value $0.001 per share, held by Jayhawk Private Equity Fund, L.P. and 214,171 shares of common stock, par value $0.001 per share, held by Jayhawk Private Equity Co-Invest Fund, L.P.
** Based on 34,616,714 outstanding shares of common stock, par value $0.001 per share, as reported by American Lorain Corporation in its Proxy Statement filed on December 12, 2012.

 
4
 

 
   
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
3,448,094*1
 
7
 
SOLE DISPOSITIVE POWER
0
 
8
 
SHARED DISPOSITIVE POWER
3,448,094*1
 
9
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,448,094*1 (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
9.96%**1
 
12
 
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
1 This number does not reflect the reporting person’s ownership of 892,977 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/A 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/A, they are prohibited from exercising any warrants.
* Includes 3,233,923 shares of common stock, par value $0.001 per share, held by Jayhawk Private Equity Fund, L.P. and 214,171 shares of common stock, par value $0.001 per share, held by Jayhawk Private Equity Co-Invest Fund, L.P.
** Based on 34,616,714 outstanding shares of common stock, par value $0.001 per share, as reported by American Lorain Corporation in its Proxy Statement filed on December 12, 2012.

 
5
 


Item 4
Ownership:

The information below is as of the date of December 31, 2012.

(a)  Amount beneficially owned:
1.  Jayhawk Private Equity Fund, L.P.: 3,233,923
2.  Jayhawk Private Equity Co-Invest Fund, L.P.: 214,171
3.  Jayhawk Private Equity GP, L.P.: 3,448,094*
4.  Jayhawk Capital Management, L.L.C.: 3,448,094*
5.  Kent C. McCarthy: 3,448,094*

(b)  Percent of class:
1.  Jayhawk Private Equity Fund, L.P.: 9.34%
2.  Jayhawk Private Equity Co-Invest Fund, L.P.: 0.62 %
3.  Jayhawk Private Equity GP, L.P.: 9.96%
4.  Jayhawk Capital Management, L.L.C.: 9.96%
5.  Kent C. McCarthy: 9.96%

Percent of class is based on 34,616,714 outstanding shares of common stock, par value $0.001 per share, as reported by American Lorain Corporation in its Proxy Statement filed on December 12, 2012.

(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.: 3,233,923
2.  Jayhawk Private Equity Co-Invest Fund, L.P.: 214,171
3.  Jayhawk Private Equity GP, L.P.: 3,448,094*
4.  Jayhawk Capital Management, L.L.C.: 3,448,094*
5.  Kent C. McCarthy: 3,448,094*

(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.: 3,233,923
2.  Jayhawk Private Equity Co-Invest Fund, L.P.: 214,171
3.  Jayhawk Private Equity GP, L.P.: 3,448,094*
4.  Jayhawk Capital Management, L.L.C.: 3,448,094*
5.  Kent C. McCarthy: 3,448,094*
 
* Includes 3,233,923 shares of common stock, par value $0.001 per share, held by Jayhawk Private Equity Fund, L.P. and 214,171 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 840,084 and 52,893, 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/A 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/A, they are prohibited from exercising any warrants.
 
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.

 
6
 

 
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:
February 6, 2013
       
    /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
 
By: Jayhawk Capital Management L.L.C.
       Its general partner
                                           
  
  By:  /s/ Kent C. McCarthy  
   
Name:  Kent C. McCarthy
  
   
Title:    Manager
  
 
 
Jayhawk Private Equity Co-Invest Fund, L.P.
  
       
 
By:
Jayhawk Private Equity GP, L.P.
Its general partner
 
By: Jayhawk Capital Management L.L.C.
       Its general partner
                                                  
  
  By:  /s/ Kent C. McCarthy  
   
Name:  Kent C. McCarthy
  
   
Title:    Manager
  

 
 
 
7
 

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 6th day of February, 2013.
 
       
      /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
 
By: Jayhawk Capital Management L.L.C.
       Its general partner
                                           
  
  By:  /s/ Kent C. McCarthy  
   
Name:  Kent C. McCarthy
  
   
Title:    Manager
  
 
 
Jayhawk Private Equity Co-Invest Fund, L.P.
  
       
 
By:
Jayhawk Private Equity GP, L.P.
Its general partner
 
By: Jayhawk Capital Management L.L.C.
       Its general partner
                                                  
  
  By:  /s/ Kent C. McCarthy  
   
Name:  Kent C. McCarthy
  
   
Title:    Manager