CUSIP No. 98607B106
|
SC 13D |
Page 2
|
1
|
NAME OF REPORTING PERSONS
MORGAN STANLEY
|
|
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)
WC, OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
x |
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
7,419,523
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
7,419,523
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,419,523
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
o |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.5%
|
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
HC, CO
|
CUSIP No. 98607B106
|
SC 13D |
Page 3
|
1
|
NAME OF REPORTING PERSONS
MS HOLDINGS INCORPORATED
|
|
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)
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
x |
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
7,297,026
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
7,297,026
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,297,026
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
o |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.3%
|
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
HC, CO
|
CUSIP No. 98607B106
|
SC 13D |
Page 4
|
1
|
NAME OF REPORTING PERSONS
MORGAN STANLEY PRIVATE EQUITY ASIA III, INC.
|
|
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)
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
x |
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
7,297,026
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
7,297,026
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,297,026
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
o |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.3%
|
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
HC, CO
|
CUSIP No. 98607B106
|
SC 13D |
Page 5
|
1
|
NAME OF REPORTING PERSONS
MORGAN STANLEY PRIVATE EQUITY ASIA III, L.L.C.
|
|
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)
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
x |
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
7,297,026
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
7,297,026
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,297,026
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
o |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.3%
|
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
CUSIP No. 98607B106
|
SC 13D |
Page 6
|
1
|
NAME OF REPORTING PERSONS
MORGAN STANLEY PRIVATE EQUITY ASIA III, L.P.
|
|
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)
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
x |
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
7,297,026
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
7,297,026
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,297,026
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
o |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.3%
|
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
CUSIP No. 98607B106
|
SC 13D |
Page 7
|
1
|
NAME OF REPORTING PERSONS
MORGAN STANLEY PRIVATE EQUITY ASIA EMPLOYEE INVESTORS III, L.P.
|
|
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)
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
x |
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
7,297,026
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
7,297,026
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,297,026
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
o |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.3%
|
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
CUSIP No. 98607B106
|
SC 13D |
Page 8
|
1
|
NAME OF REPORTING PERSONS
MORGAN STANLEY PRIVATE EQUITY ASIA III HOLDINGS (CAYMAN) LTD
|
|
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)
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
x |
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
7,297,026
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
7,297,026
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,297,026
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
o |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.3%
|
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
CUSIP No. 98607B106
|
SC 13D |
Page 9
|
1
|
NAME OF REPORTING PERSONS
MSPEA AGRICULTURE HOLDING LIMITED
|
|
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)
AF
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
x |
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
7,297,026
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
7,297,026
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,297,026
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
o |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.3%
|
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
CUSIP No. 98607B106
|
SC 13D |
Page 10
|
Item 1.
|
Security and Issuer
|
Item 2.
|
Identity and Background
|
Item 3.
|
Source and Amount of Funds or Other Consideration
|
Item 4.
|
Purpose of Transaction
|
Item 5.
|
Interest in Securities of the Issuer
|
Item 7.
|
Material to be Filed as Exhibits
|
CUSIP No. 98607B106
|
SC 13D |
Page 11
|
Item 1.
|
Security and Issuer
|
Item 2.
|
Identity and Background
|
CUSIP No. 98607B106
|
SC 13D |
Page 12
|
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
Item 4.
|
Purpose of Transaction.
|
Item 5.
|
Interest in Securities of the Issuer.
|
CUSIP No. 98607B106
|
SC 13D |
Page 13
|
Item 7.
|
Material to be Filed as Exhibits.
|
Name
|
Title
|
*John J. Mack
|
Chairman of the Board
|
*James P. Gorman1
|
President and Chief Executive Officer
|
*Roy J. Bostock
|
Director
|
*Erskine B. Bowles
|
Director
|
*Howard J. Davies2
|
Director
|
*James H. Hance, Jr.
|
Director
|
*C. Robert Kidder
|
Chairman, Chrysler Group LLC
|
*Donald T. Nicolaisen
|
Director
|
*Hutham S. Olayan
|
President, Chief Executive Officer and Director of Olayan America Corporation
|
*James W. Owens
|
Director
|
*O. Griffith Sexton
|
Adjunct professor of finance at Columbia Business School
|
*Ryosuke Tamakoshi 3
|
Senior Advisor to The Bank of Tokyo-Mitsubishi UFJ, Ltd. |
*Masaaki Tanaka 4
|
Senior Managing Executive Officer and Chief Executive Officer for the Americas of The Bank of Tokyo-Mitsubishi UFJ, Ltd.
|
*Laura D’Andrea Tyson
|
S. K. and Angela Chan Professor of Global Management at the Walter A. Haas School of Business at the University of California, Berkeley
|
Francis P. Barron
|
Executive Vice President and Chief Legal Officer
|
Kenneth M. deRegt
|
Global Head of Fixed Income Sales and Trading (excluding Commodities)
|
Gregory J. Fleming
|
Executive Vice President, President of Asset Management and President of Global Wealth Management
|
Keishi Hotsuki5
|
Chief Risk Officer
|
Colm Kelleher6
|
Executive Vice President and Co-President of Institutional Securities
|
Ruth Porat
|
Executive Vice President and Chief Financial Officer
|
James A. Rosenthal
|
Executive Vice President and Chief Operating Officer
|
Paul J. Taubman
|
Executive Vice President and Co-President of Institutional Securities
|
Name
|
Title
|
Harvey Bertram Mogenson
|
Director and President
|
Bruce R. Sandberg
|
Vice President
|
Louis A. Palladino, Jr.
|
Vice President
|
Walter E. Rein
|
Vice President
|
Eric J. Marmoll
|
Vice President
|
Martin M. Cohen
|
Vice President and Secretary
|
Robin Coroniti
|
Vice President
|
Michael Kelly
|
Vice President
|
Noel C. Langlois
|
Vice President
|
Arthur J. Lev
|
Vice President
|
Owen D. Thomas
|
Vice President
|
Name
|
Title
|
Address
|
||
Hsuan Chin Chou
|
Director
|
International Commerce Centre
1 Austin Road West
Kowloon
Hong Kong
|
||
Alan K. Jones
|
Director, President and Managing Director
|
1585 Broadway
New York, New York 10036
|
||
John J. Moon
|
Director
|
1585 Broadway
New York, New York 10036
|
||
Fred Steinberg
|
Chief Financial Officer, Vice President and Assistant Treasurer
|
1 New York Plaza
New York, New York 10004
|
||
Jason Koenig
|
Chief Legal Officer and Secretary and Vice President
|
1221 Avenue of the Americas
New York, New York 10020
|
||
Jennifer M. Cattier
|
Chief Compliance Officer and Vice President
|
1221 Avenue of the Americas
New York, New York 10020
|
||
Seendy Fouron
|
Vice President and Assistant Secretary
|
1221 Avenue of the Americas
New York, New York 10020
|
||
Dariusz Garbowski
|
Vice President
|
1 New York Plaza
New York, New York 10004
|
||
Robert M. Murphy
|
Vice President
|
440 South LaSalle St.
One Financial Plaza
Chicago, Illinois 60605
|
||
Christopher L. O'Dell
|
Vice President
|
522 Fifth Avenue
New York, New York 10036
|
||
Walter E. Rein
|
Vice President
|
440 South LaSalle St.
One Financial Plaza
Chicago, Illinois 60605
|
||
Edwin van Keulen*
|
Vice President and Assistant Treasurer
|
1633 Broadway
New York, New York 10019
|
||
Sally Seebode
|
Treasurer
|
3424 Peachtree Road, NE
– 9th Floor
Atlanta, Georgia 30326
|
Name
|
Title
|
Address
|
Alan Jones
|
Director
|
1585 Broadway
New York, New York 10036
|
Sally Seebode
|
Treasurer
|
3424 Peachtree Road, NE –
9th Floor
Atlanta, Georgia 30326
|
Edwin van Keulen*
|
Treasurer
|
1633 Broadway
New York, NY 10019
|
Christopher H. Norris
|
Vice President
|
201 Plaza Two
Jersey City
New Jersey, 07311
|
Name
|
Title
|
Address
|
||
Alan Jones
|
Director
|
1585 Broadway
New York, New York 10036
|
||
Sally Seebode
|
Treasurer
|
3424 Peachtree Road, NE –
9th Floor
Atlanta, Georgia 30326
|
||
Edwin van Keulen* |
Treasurer
|
1633 Broadway
New York, NY 10036
|
||
Trade Date
|
Purchase (P)/
Sale (S)
|
Price
|
Quantity
|
08/29/2011
|
P
|
$4.688
|
132,686
|
08/30/2011
|
P
|
$4.7622
|
172,082
|
08/31/2011
|
P
|
$4.9559
|
171,096
|
09/01/2011
|
P
|
$5.2088
|
42,760
|
09/02/2011
|
P
|
$5.4149
|
307,069
|
MORGAN STANLEY
|
|||
By:
|
/s/ Dennine Bullard | ||
Name:
|
Dennine Bullard
|
||
Title:
|
Authorized Signatory
|
||
MS HOLDINGS INCORPORATED
|
|||
By:
|
/s/ Harvey Bertram Mogenson
|
||
Name:
|
Harvey Bertram Mogenson
|
||
Title:
|
Director/President
|
||
MORGAN STANLEY PRIVATE EQUITY ASIA III, INC.
|
|||
By:
|
/s/ Alan K. Jones
|
||
Name:
|
Alan K. Jones
|
||
Title:
|
President
|
||
MORGAN STANLEY PRIVATE EQUITY ASIA III, L.L.C.
|
|||
By:
|
Morgan Stanley Private Equity Asia III, Inc., its sole member
|
||
By:
|
/s/ Alan K. Jones
|
||
Name:
|
Alan K. Jones
|
||
Title:
|
President
|
||
MORGAN STANLEY PRIVATE EQUITY ASIA III, L.P.
|
|||
By:
|
Morgan Stanley Private Equity Asia III, L.L.C., its general partner
|
||
By:
|
Morgan Stanley Private Equity Asia III, Inc., its sole member
|
||
By:
|
/s/ Alan K. Jones
|
||
Name:
|
Alan K. Jones
|
||
Title:
|
President
|
||
MORGAN STANLEY PRIVATE EQUITY ASIA EMPLOYEE INVESTORS III, L.P.
|
|||
By:
|
Morgan Stanley Private Equity Asia III, L.L.C., its general partner
|
||
By:
|
Morgan Stanley Private Equity Asia III, Inc., its sole member
|
||
By:
|
/s/ Alan K. Jones
|
||
Name:
|
Alan K. Jones
|
||
Title:
|
President
|
||
MORGAN STANLEY PRIVATE EQUITY ASIA III HOLDINGS (CAYMAN) LTD
|
|||
By:
|
/s/ Alan K. Jones
|
||
Name:
|
Alan K. Jones
|
||
Title:
|
Sole Director
|
||
MSPEA AGRICULTURE HOLDING LIMITED
|
|||
By:
|
/s/ Alan K. Jones
|
||
Name:
|
Alan K. Jones
|
||
Title:
|
Sole Director
|
Exhibit 99.1
|
Joint Filing Agreement by and between MS Parent, MS Holdings, MS Inc, MS LLC, MS LP, MS Employee, MSPEA Holdings and MSPEA, dated September 6, 2011
|
MORGAN STANLEY
|
|||
By:
|
/s/ Dennine Bullard | ||
Name:
|
Dennine Bullard
|
||
Title:
|
Authorized Signatory
|
||
MS HOLDINGS INCORPORATED
|
|||
By:
|
/s/ Harvey Bertram Mogenson
|
||
Name:
|
Harvey Bertram Mogenson
|
||
Title:
|
Director/President
|
||
MORGAN STANLEY PRIVATE EQUITY ASIA III, INC.
|
|||
By:
|
/s/ Alan K. Jones
|
||
Name:
|
Alan K. Jones
|
||
Title:
|
President
|
||
MORGAN STANLEY PRIVATE EQUITY ASIA III, L.L.C.
|
|||
By:
|
Morgan Stanley Private Equity Asia III, Inc., its sole member
|
||
By:
|
/s/ Alan K. Jones
|
||
Name:
|
Alan K. Jones
|
||
Title:
|
President
|
||
MORGAN STANLEY PRIVATE EQUITY ASIA III, L.P.
|
|||
By:
|
Morgan Stanley Private Equity Asia III, L.L.C., its general partner
|
||
By:
|
Morgan Stanley Private Equity Asia III, Inc., its sole member
|
||
By:
|
/s/ Alan K. Jones
|
||
Name:
|
Alan K. Jones
|
||
Title:
|
President
|
||
MORGAN STANLEY PRIVATE EQUITY ASIA EMPLOYEE INVESTORS III, L.P.
|
|||
By:
|
Morgan Stanley Private Equity Asia III, L.L.C., its general partner
|
||
By:
|
Morgan Stanley Private Equity Asia III, Inc., its sole member
|
||
By:
|
/s/ Alan K. Jones
|
||
Name:
|
Alan K. Jones
|
||
Title:
|
President
|
||
MORGAN STANLEY PRIVATE EQUITY ASIA III HOLDINGS (CAYMAN) LTD
|
|||
By:
|
/s/ Alan K. Jones
|
||
Name:
|
Alan K. Jones
|
||
Title:
|
Sole Director
|
||
MSPEA AGRICULTURE HOLDING LIMITED
|
|||
By:
|
/s/ Alan K. Jones
|
||
Name:
|
Alan K. Jones
|
||
Title:
|
Sole Director
|