- Amended Statement of Ownership (SC 13G/A)
18 2월 2009 - 5:58AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington,
D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of
1934
(Amendment No. 2)*
Aventine Renewable Energy
Holdings, Inc.
|
(Name
of Issuer)
|
|
Common Stock, par value $0.001
per share
|
(Title
of Class of Securities)
|
|
05356X403
|
(CUSIP
Number)
|
|
December 31,
2008
|
(Date
of Event which Requires Filing of this
Statement)
|
Check the
appropriate box to designate the rule pursuant to which this Schedule is
filed:
|
o
|
Rule
13d-1(b)
|
|
o
|
Rule
13d-1(c)
|
|
x
|
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).
Persons who respond to the collection
of information contained in this form are not required to respond unless the
form displays a currently valid OMB control number.
1.
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Aventine
Renewable Energy Holdings LLC
|
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b)
|
o
x
|
3.
|
SEC
USE ONLY
|
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON
WITH
|
5.
|
SOLE
VOTING POWER
|
6.
|
SHARED
VOTING POWER
0
|
7.
|
SOLE
DISPOSITIVE POWER
|
8.
|
SHARED
DISPOSITIVE POWER
0
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
|
o
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
27.5%
|
|
12.
|
TYPE
OF REPORTING PERSON
CO
|
|
Page 2 of
14
1.
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Morgan
Stanley Dean Witter Capital Partners IV, LP
|
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b)
|
o
x
|
3.
|
SEC
USE ONLY
|
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON
WITH
|
5.
|
SOLE
VOTING POWER
|
6.
|
SHARED
VOTING POWER
9,837,908
|
7.
|
SOLE
DISPOSITIVE POWER
|
8.
|
SHARED
DISPOSITIVE POWER
9,837,908
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
|
o
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
22.9%
|
|
12.
|
TYPE
OF REPORTING PERSON
PN
|
|
Page 3
of 14
1.
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
MSDW
IV 892 Investors, L.P.
|
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b)
|
o
x
|
3.
|
SEC
USE ONLY
|
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON
WITH
|
5.
|
SOLE
VOTING POWER
|
6.
|
SHARED
VOTING POWER
839,340
|
7.
|
SOLE
DISPOSITIVE POWER
|
8.
|
SHARED
DISPOSITIVE POWER
839,340
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
|
o
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.0%
|
|
12.
|
TYPE
OF REPORTING PERSON
PN
|
|
Page 4
of 14
1.
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Metalmark
Capital LLC
|
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b)
|
o
o
|
3.
|
SEC
USE ONLY
|
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON
WITH
|
5.
|
SOLE
VOTING POWER
|
6.
|
SHARED
VOTING POWER
10,691,928
|
7.
|
SOLE
DISPOSITIVE POWER
|
8.
|
SHARED
DISPOSITIVE POWER
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
|
o
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
24.9%
|
|
12.
|
TYPE
OF REPORTING PERSON
CO,
IA
|
|
Page 5
of 14
1.
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Morgan
Stanley Dean Witter Capital Investors IV, L.P.
|
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b)
|
o
x
|
3.
|
SEC
USE ONLY
|
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON
WITH
|
5.
|
SOLE
VOTING POWER
|
6.
|
SHARED
VOTING POWER
269,172
|
7.
|
SOLE
DISPOSITIVE POWER
|
8.
|
SHARED
DISPOSITIVE POWER
269,172
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
|
o
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.6%
|
|
12.
|
TYPE
OF REPORTING PERSON
PN
|
|
Page 6
of 14
1.
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
MSDW
Capital Partners IV LLC
|
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b)
|
o
|
3.
|
SEC
USE ONLY
|
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON
WITH
|
5.
|
SOLE
VOTING POWER
|
6.
|
SHARED
VOTING POWER
269,172
|
7.
|
SOLE
DISPOSITIVE POWER
|
8.
|
SHARED
DISPOSITIVE POWER
269,172
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
|
o
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.6%
|
|
12.
|
TYPE
OF REPORTING PERSON
CO,
IA
|
|
Page 7
of 14
1.
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
MSDW
Capital Partners IV, Inc.
|
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b)
|
o
|
3.
|
SEC
USE ONLY
|
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON
WITH
|
5.
|
SOLE
VOTING POWER
|
6.
|
SHARED
VOTING POWER
269,172
|
7.
|
SOLE
DISPOSITIVE POWER
|
8.
|
SHARED
DISPOSITIVE POWER
269,172
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
|
o
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.6%
|
|
12.
|
TYPE
OF REPORTING PERSON
CO,
IA
|
|
Page 8
of 14
Item 1(a).
Name of Issuer:
Aventine
Renewable Energy Holdings, Inc.
Item 1(b).
Address of Issuer’s Principal
Executive Offices:
1300
South 2
nd
Street, Pekin,
Illinois, 61554
Item 2(a).
Name of Person
Filing:
See item
2(b) below.
Item 2(b).
Address of Principal Business Office
or, if None, Residence:
|
(1)
|
Aventine
Renewable Energy Holdings LLC (“AVR
LLC”)
|
|
c/o
Metalmark Capital LLC
|
|
1177
Avenue of the Americas, 40th Floor
|
|
(2)
|
Morgan
Stanley Dean Witter Capital Partners IV, LP (“MSDW
IV”)
|
|
c/o
Metalmark Capital LLC
|
|
1177
Avenue of the Americas, 40th Floor
|
|
(3)
|
MSDW
IV 892 Investors, LP (“MSDW 892”)
|
|
c/o
Metalmark Capital LLC
|
|
1177
Avenue of the Americas, 40th Floor
|
|
(4)
|
Metalmark
Capital LLC (“Metalmark”)
|
|
c/o
Metalmark Capital LLC
|
|
1177
Avenue of the Americas, 40th Floor
|
|
(5)
|
Morgan
Stanley Dean Witter Capital Investors IV, L.P. (“MSDW Capital
Investors”)
|
|
c/o
Metalmark Capital LLC
|
|
1177
Avenue of the Americas, 40th Floor
|
|
(6)
|
MSDW
Capital Partners IV LLC (“MSDW Capital
Partners”)
|
|
c/o
Metalmark Capital LLC
|
|
1177
Avenue of the Americas, 40th Floor
|
|
(7)
|
MSDW
Capital Partners IV, Inc. (“MSDW
Inc.”)
|
|
c/o
Metalmark Capital LLC
|
|
1177
Avenue of the Americas, 40th Floor
|
Item 2(c).
Citizenship:
See item
4 on Cover Pages to this Schedule 13G
Item 2(d).
Title of Class of
Securities:
Common
Stock, par value $0.001 per share
Item 2(e).
CUSIP Number:
05356X403
Item 3.
If this Statement is Filed Pursuant
to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
Not
Applicable
|
(a)
|
o
|
Broker
or dealer registered under Section 15 of the 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 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);
|
|
|
|
|
|
(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)
|
o
|
A
non-U.S. institution in accordance with
§240.13d-1(b)(1)(ii)(J);
|
|
|
|
|
|
(k)
|
o
|
Group,
in accordance with
§240.13d-1(b)(1)(ii)(J).
|
Item 4.
Ownership.
(a)
Amount beneficially
owned:
See item
9 on Cover Pages to this Schedule 13G
MSDW IV
may be deemed to indirectly beneficially own 9,837,908 shares of the reported
securities, and MSDW 892 may be deemed to indirectly beneficially own 839,340
shares of the reported securities, in each case by virtue of their direct
ownership interest in AVR LLC. Metalmark may be deemed to have
beneficial ownership of the 10,691,928 shares of the reported securities,
including both vested and unvested restricted shares and the 10,677,248 shares
indirectly beneficially owned by MSDW IV and MSDW 892.
MSDW
Capital Investors may be deemed to indirectly beneficially own 269,172 shares of
the reported securities through its direct ownership interest in AVR
LLC. MSDW Capital Partners is the general partner of MSDW Capital
Investors. MSDW Inc. is the institutional managing member of MSDW
Capital Partners. By virtue of these relationships, each of MSDW Capital
Partners and MSDW Inc. may be deemed to have beneficial ownership of the 269,172
shares of the reported securities indirectly beneficially owned by MSDW Capital
Investors.
MSDW IV,
MSDW 892, MSDW Capital Investors, MSDW Capital Partners, MSDW Inc. and Metalmark
each disclaim beneficial ownership of the reported securities except to the
extent of their pecuniary interests therein.
(b)
Percent of class:
See item
11 on Cover Pages to this Schedule 13G. Percent of class was
determined using the number of shares outstanding on 12/31/08 as provided by
Aventine Renewable Energy Holdings, Inc.
(c)
Number of shares as to which such
person has:
(i) Sole power to vote or
to direct the vote:
|
See
item 5 on Cover Pages to this Schedule
13G.
|
|
(ii) Shared power to
vote or to direct the vote:
|
|
See
item 6 on Cover Pages to this Schedule
13G.
|
|
(iii) Sole power to
dispose or to direct the disposition
of:
|
|
See
item 7 on Cover Pages to this Schedule
13G.
|
|
(iv) Shared power to
dispose or to direct the disposition
of:
|
|
See
item 8 on Cover Pages to this Schedule
13G
|
Item 5.
Ownership of Five Percent or Less of
a Class.
Not
Applicable
Item 6.
Ownership of More than Five Percent
on Behalf of Another Person.
None
Item 7.
Identification and Classification of
the Subsidiary Which Acquired the Security Being Reported on by the Parent
Holding Company.
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.
Not Applicable
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.
February
13, 2009
|
|
(Date)
|
|
|
|
/s/
Kenneth F. Clifford
|
|
By: Kenneth
F. Clifford, as authorized signatory of Aventine Renewable Energy Holdings
LLC
|
|
|
|
/s/
Kenneth F. Clifford
|
|
By: Kenneth
F. Clifford, as authorized signatory of Metalmark
|
|
|
|
/s/
Kenneth F. Clifford
|
|
By: Kenneth
F. Clifford, Chief Financial Officer of Metalmark, as attorney-in-fact
for, MSDW Capital Partners and MSDW Inc. and for the institutional
managing member of the general partner of each of MSDW IV and MSDW
892
|
|
|
|
/s/
Agatha Ruddy
|
|
By: Agatha
Ruddy, as authorized signatory for the managing member of the general
partner of MSDW Capital Investors
|
|
Aventine Renew Enrgy (NYSE:AVR)
과거 데이터 주식 차트
부터 5월(5) 2024 으로 6월(6) 2024
Aventine Renew Enrgy (NYSE:AVR)
과거 데이터 주식 차트
부터 6월(6) 2023 으로 6월(6) 2024