Close

Form SC 13D American Lorain CORP Filed by: DEG - Deutsche Investitions- und Entwicklungsgesellschaft mbH

September 16, 2016 6:02 AM EDT

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No. __)*

 

 

AMERICAN LORAIN CORPORATION

 

(Name of Issuer)

 

Common Stock, par value $ .001

 

(Title of Class of Securities)

 

027297100

 

(CUSIP Number)

 

Steven Thal, Esq.

Phillips Nizer LLP

666 Fifth Avenue

New York, NY 10103

(212) 977-9700

 

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

 

September 7, 2016

 

(Date of Event which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule.13d-7 for other parties to whom copies are to be sent.

 

* 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 disclosures provided in a prior cover page.

 

The information required on 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).

 

   

 

 

1. Names of Reporting Persons.
   
  DEG-Deutsche Investitions- und Entwicklungsgesellschaft mbH („DEG“)
2. Check the Appropriate Box if a Member of a Group
  (a) ¨
  (b) x
3. SEC Use Only
   
   
4. Source of Funds
   
  OO
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
   
  ¨
6. Citizenship or Place of Organization
   
  Germany

Number
of Shares

Beneficially

Owned
by Each
Reporting

Person With:

7. Sole Voting Power by DEG
   
  10,794,066
8. Shared Voting Power
   
  N/A
9. Sole Dispositive Power by DEG
   
  10,794,066
10. Shared Dispositive Power
   
  N/A
11. Aggregate Amount Beneficially Owned by Each Reporting Person
   
  10,794,066
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
   
  ¨
13. Percent of Class Represented by Amount in Row (11)
   
  28.2%
14. Type of Reporting Person
   
  BK

 

   

 

 

1. Names of Reporting Persons.
   
  Kreditanstalt für Wiederaufbau („KfW”)
2. Check the Appropriate Box if a Member of a Group
  (a) ¨
  (b) ¨
3. SEC Use Only
   
   
4. Source of Funds
   
  OO
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
   
  ¨
6. Citizenship or Place of Organization
   
  Germany

Number
of Shares

Beneficially

Owned
by Each
Reporting

Person With:

7. Sole Voting Power by DEG
   
   
8. Shared Voting Power
   
  10,794,066
9. Sole Dispositive Power by DEG
   
   
10. Shared Dispositive Power
   
  10,794,066
11. Aggregate Amount Beneficially Owned by Each Reporting Person
   
  10,794,066
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
   
  ¨
13. Percent of Class Represented by Amount in Row (11)
   
  28.2%
14. Type of Reporting Person
   
  HC

 

   

 

 

ITEM 1.SECURITY AND ISSUER

 

This Schedule 13D relates to shares of the common stock, par value $ 0.001 per share (the “Common Stock”), of American Lorain Corporation, a Nevada corporation (the “Issuer”). The Issuer’s principal executive offices are located at Beihuan Zhong Road, Junan County, Shandong, China 276600.

 

ITEM 2.IDENTITY AND BACKGROUND

 

This statement is being filed on behalf of DEG – Deutsche Investitions- und Entwicklungsgesellschaft mbH (“DEG”), a German limited liability company located at Kaemmergasse 22, 50676 Koeln, Germany and on behalf of KfW. DEG is a development financial institution. DEG is a legally independent entity wholly-owned by KfW.

 

KfW is a public law institution (Anstalt des öffentlichen Rechts) organized under the KfW Law, and as a promotional bank is serving domestic and international public policy objectives of the Federal Government of the Federal Republic of Germany. The address of the principal office of KfW is Palmengartenstraße 5-9, 60325 Frankfurt/Main, Germany.

 

As a result of KfW’s ownership of DEG, KfW may be deemed to have the power to direct the voting of the Common Stock owned by DEG and therefore KfW may be deemed the beneficial owner of the Common Stock held of record by DEG. DEG and KfW are sometimes collectively referred to herein as the “Reporting Persons.”

 

The attached Exhibit A is a list of the executive officers and directors of the Reporting Persons which contains the following information with respect to each such person: (i) name; (ii) business address; (iii) present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted; and (iv) citizenship.

 

During the last five years, neither of the Reporting Persons nor, to the knowledge of such Reporting Person, any director or executive officer named in Exhibit A, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

 

During the last five years, neither of the Reporting Persons nor, to the knowledge of such Reporting Person, any director or executive officer named in Exhibit A, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, as a result of which it was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, United States federal or state securities laws or finding any violation with respect to such laws.

 

   

 

 

ITEM 3.SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

 

DEG is the lender under that certain full recourse Loan Agreement, dated May 31, 2010, (the “Loan Agreement”), by and among DEG, the Issuer, its subsidiary Junan Hongrun Foodstuff Co., Ltd. (“Junan Hongrun” and together with the Issuer, the “Borrower”) and the Issuer’s chief executive officer, Mr. Si Chen, pursuant to which DEG made a loan (the “Loan”) of approximately $15 million to the Borrower. Mr. Chen initially pledged 5,313,574 shares of Common Stock for the benefit of DEG in order to secure the obligations of the Borrower under the Loan Agreement pursuant to that certain Share Pledge Agreement dated as of October 19, 2010 (the “Pledge Agreement”). Pursuant to a letter agreement, dated November 15, 2012, Mr. Chen subsequently pledged an additional 5,480,492 shares of Common Stock to DEG under the Pledge Agreement.

 

By written notice dated September 7, 2016 DEG notified the Agent under the Pledge Agreement that the Borrower was in default under the Loan Agreement and that DEG was exercising its right under the Pledge Agreement to have the pledged shares registered in its name. Under the Pledge Agreement, DEG has the right to sell the shares and apply the proceeds to the repayment of the Loan.

 

ITEM 4.PURPOSE OF TRANSACTION

 

The information contained in Item 3 above is incorporated herein by reference. DEG acquired 10,794,066 shares of Common Stock upon exercise of its rights under the Pledge Agreement described above.

 

DEG intends to hold and dispose of the Shares in order to generate the proceeds for the repayment of the Loan. DEG intends to review its share ownership in the Issuer from time to time and, depending upon market conditions and other factors that DEG may deem material, may sell all or any portion of the Common Stock currently owned or hereafter acquired by it, either in open market or private transactions, or take other steps to increase or decrease or hedge its investment in the Issuer. DEG may also elect to purchase shares of Common Stock from time to time in open market or private transactions and may exercise the voting rights associated with its share ownership.

 

Except as described above, DEG and the other persons named in Item 2 above currently have no plans or proposals that relate to or would result in any of the actions specified in clause (a) through (j) of Item 4 of Schedule 13D.

 

ITEM 5.INTEREST IN SECURITIES OF THE ISSUER

 

(a)On September 7, 2016, DEG acquired beneficial ownership of 10,794,066 shares of Common Stock upon foreclosure of the pledge described in Item 3 above. Such shares constitute approximately 28.2% of the total number of shares of Common Stock of the Issuer outstanding as of September 30, 2015, as reported by the Issuer in its Form 10-Q filed with the Commission on May 23, 2016.  Except for such shares, neither DEG nor any of the other persons identified in Item 2 above own any shares of Common Stock.

 

(b)DEG has the sole power to vote or to direct the vote and the sole power to dispose or direct the disposition of the 10,794,066  shares of Common Stock described in (a) above.  KfW may be deemed to have the power to direct the voting of the Common Stock owned by DEG and therefore may be deemed the beneficial owner of the Common Stock held of record by DEG.

 

   

 

 

(c)Except as described above, during the past 60 days, there were no transactions in shares of Common Stock, or any securities directly or indirectly convertible into or exchangeable for shares of Common Stock, by any of the persons identified in Item 2 above.

 

(d)Not applicable

 

ITEM 6.CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

 

Not Applicable

 

ITEM 7.MATERIAL TO BE FILED AS EXHIBITS

 

A.Certain Information Regarding Directors and Executive Officers

 

B.Joint Filing Agreement

 

C.Vollmacht (German Power of Attorney)

 

   

 

 

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: September 7, 2016

 

  DEG-DeutscheInvestitions-und Entwicklungsgesellschaft mbH
     
     
  By:  /s/ Lothar Lammers  
    Name:
Title:
Lothar Lammers
Director Special Operations
 
         
         
  By: /s/ Guido Reckmann  
    Name:
Title:
Guido Reckmann
Senior Counsel
 

 

 

  Kreditanstalt für Wiederaufbau
     
     
  By:  /s/ Dr. Michael Schenk  
    Name:
Title:
Dr. Michael Schenk
Vice President
 
         
         
  By: /s/ Axel Kaufmann  
    Name:
Title:
Axel Kaufmann
Vice President
 

 

   

 

 

EXHIBIT A

 

Certain Information Regarding Directors and Executive Officers of

 

Directors and Executive Officers

 

DEG-Deutsche Investitions- und Entwicklungsgesellschaft mbH („DEG“):

 

Name

Management/

Board

Principal Business Address

Name of Employer Principal Occupation Citizenship
Executive Board of DEG
Bruno Wenn Management Board

DEG

Kämmergasse 22

50676 Köln

Germany

DEG Managing Director and Chairman of the Management Board German
Philipp Kreutz Management Board

DEG

Kämmergasse 22

50676 Köln

Germany

DEG Managing Director German
Christiane Laibach Management Board

DEG

Kämmergasse 22

50676 Köln

Germany

DEG Managing Director German

 

Kreditanstalt für Wiederaufbau („KfW“)

 

Name

Executive Board

Principal Business Address

Name of Employer Principal Occupation Citizenship
Executive Board of KFW
Dr. Ulrich Schröder Executive Board

KfW Palmengartenstraße 5-9

60325 Frankfurt am Main

Germany

KfW Chief Executive Officer German
Dr. Günther Bräunig Executive Board

KfW Palmengartenstraße 5-9

60325 Frankfurt am Main

Germany

 

KfW Executive Officer German
Dr. Ingrid Hengster Executive Board

KfW Palmengartenstraße 5-9

60325 Frankfurt am Main

Germany

 

KfW Executive Officer Austrian
Dr. Norbert Kloppenburg Executive Board

KfW Palmengartenstraße 5-9

60325 Frankfurt am Main

Germany

 

KfW Executive Officer German
Bernd Loewen Executive Board

KfW Palmengartenstraße 5-9

60325 Frankfurt am Main

Germany

 

KfW Executive Officer German
Dr. Stefan Peiß Executive Board

KfW Palmengartenstraße 5-9

60325 Frankfurt am Main

Germany

KfW Executive Officer German

 

   

 

 

 

EXHIBIT B

 

Joint Filing Agreement

 

The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.

 

In accordance with Rule 13d-1(k)(1) promulgated under the Securities and Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each other on behalf of each of them of such a statement on Schedule 13D (and any amendments thereto) with respect to the Common Stock, par value $0.001 beneficially owned by each of them, of American Lorain Corporation, a corporation incorporated under the laws of Nevada. This Joint Filing Agreement shall be included as an exhibit to such Schedule 13D.

 

 

[Signature Page Follows]

 

   

 

 

IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of the 7th day of September, 2016.

 

  DEG-DeutscheInvestitions-und Entwicklungsgesellschaft mbH R.L.
     
     
  By:  /s/ Lothar Lammers  
    Name:
Title:
Lothar Lammers
Director Special Operations
 
         
         
  By: /s/ Guido Reckmann  
    Name:
Title:
Guido Reckmann
Senior Counsel
 

 

  Kreditanstalt für Wiederaufbau
     
     
  By:  /s/ Dr. Michael Schenk  
    Name:
Title:
Dr. Michael Schenk
Vice President
 
         
         
  By: /s/ Axel Kaufmann  
    Name:
Title:
Axel Kaufmann
Vice President
 

 

   

 

 

 

EXHIBIT C

 

POWER OF ATTORNEY

 

   

 

 

Vollmacht

 

Hiermit bevollmächtigt die KfW (aka/Kreditanstalt für Wiederaufbau), Palmengartenstrasse 5-9, 60325 Frankfurt am Main („Vollmachtgeberin”), vertreten durch Dr. Hendrik von Mellenthin und Axel Kaufmann, die DEG - Deutsche Investitions- und Entwicklungsgesellschaft mbH, Kämmergasse 22, 50676 Köln („Vollmachtnehmerin”), vertreten durch _______________________, im Auftrag und namens der Vollmachtgeberin zur Erstellung, Durchführung und Einreichung sämtlicher Formulare, Meldungen und Angaben („SEC-Filings”), inklusive Schedule 13 D, Form 3 und Form 4, bei der US-amerikanischen Börsenaufsicht „Securities and Exchange Commission”, US-amerikanischen Börsen oder sonstigen relevanten Behörden, die gemäß des „Securities Act of 1933”, des „Securities Exchange Act of 1934” oder sonstigen einschlägigen Gesetzen und Regeln im Zusammenhang mit dem Halten oder der Verwertung von Aktien (Common Stock, par value 0.001 USD, CUSIP 027297100) der American Lorain Corporation von der Vollmachtgeberin vorzunehmen sind. Des Weiteren erteilt die Vollmachtgeberin der Vollmachtnehmerin die Befugnis, alle in diesem Zusammenhang notwendigen oder zweckmäßigen Handlungen vorzunehmen und Erklärungen abzugeben.

 

Die Vollmacht erlischt erst, wenn sie durch die Vollmachtgeberin schriftlich widerrufen wird oder wenn die Vollmacht einer anderen Vollmachtnehmerin durch die Vollmachtgeberin zu einem späteren Datum schriftlich übertragen wurde.

 

Diese Vollmacht unterliegt deutschem Recht.

 

Ort, Datum, Unterschrift der Vertreter der Vollmachtgeberin

 

 

Frankfurt, 19.08.2016 /s/  
   
   
Frankfurt, 19.08.2016 /s/  

 

 

Ort, Datum, Unterschrift des Vertreters der Vollmachtnehmerin

 

   

 

 

   

 

 

Translation of German Vollmacht (Power of Attorney)

 

The KfW (Kreditanstalt für Wiederaufbau), Palmengartenstrasse 5-9, 60325 Frankfurt am Main (Grantor of the power of attorney) , represented by Dr. Hendrik von Mellenthin and Axel Kaufmann, hereby grants to the DEG-Deutsche Investitions-und Entwicklungsgesellschaft mbH, Kämmergasse 22, 50676 Köln ( Grantee of the power of attorney) represented by ___________, on the order of and in the name of the Grantor of the power of attorney to make, carry out and file various forms, notices and information ( „SEC-Filings“), including Schedule 13 D, Form 3 and Form 4, with the US American Securities market supervisory agency “Securities and Exchange Commission”, US securities markets or other relevant public authorities, which pursuant to the “Securities Act of 1933”, the Securities Exchange Act of 1934” or other relevant statutes and regulations in connection with the holding or disposition of shares of stock (Common Stock, par value $0.001 USD, CUSIP 027297100) of American Lorain Corporation are required from the Grantor of the power of attorney. Furthermore, the Grantor of the power of attorney grants to the Grantee of the power of attorney the authority to undertake all actions and declarations necessary or appropriate in connection with the foregoing.

 

The power of attorney will terminate if withdrawn in writing by the Grantor of the power of attorney or if the power of attorney is transferred to another grantee of the power of attorney by the Grantor of the power of attorney in writing at a later date.

 

This power of attorney is granted under and governed by German Law.

 

Place and date of execution by the Grantor of the power of attorney:

 

Frankfurt, August 19, 2016

S/ and S/

 

   

 

 



Serious News for Serious Traders! Try StreetInsider.com Premium Free!

You May Also Be Interested In





Related Categories

SEC Filings

Related Entities

13D