- Amended Statement of Ownership: Private Transaction (SC 13E3/A)
03 Novembro 2010 - 11:55AM
Edgar (US Regulatory)
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
___________________
AMENDMENT
NO. 4 TO
SCHEDULE
13E-3
(Rule
13e-3)
RULE
13e-3 TRANSACTION STATEMENT UNDER
SECTION
13(e) OF THE SECURITIES EXCHANGE ACT OF 1934
Red
Trail Energy, LLC
(Name
of Issuer)
Red
Trail Energy, LLC
(Name
of Person(s) Filing Statement)
LLC
Membership Units
(Title
of Class of Securities)
Not
Applicable
(CUSIP
Number of Class of Securities)
Valerie
D. Bandstra
Brown,
Winick, Graves, Gross, Baskerville and Schoenebaum, PLC
666 Grand
Avenue, Suite 2000
Des
Moines, Iowa 50309
(515)
242-2400
(Name,
Address and Telephone Number of Person Authorized to Receive
Notices
and Communications on Behalf of Persons Filing Statement)
This
statement is filed in connection with (check appropriate box):
S
The
filing of solicitation materials or an information statement subject to
Regulation 14A, Regulation 14C, or Rule 13e-3(c) under the Securities Exchange
Act of 1934.
¨
The filing of a
registration statement under the Securities Act of 1933.
Check the
following box if the solicitation materials or information statement referred to
in checking box (a) are preliminary copies.
¨
Check the
following box if the filing is a final amendment reporting the results of the
transaction:
S
CALCULATION
OF FILING FEE
|
|
Transaction
Valuation*
|
Amount
of Filing Fee**
|
$10,283,645
|
$733.22
|
*
|
For
purposes of calculating the fee only, this amount is based on 11,1787,875
units (the number of common equity units of the Issuer to be converted
into Class B or Class C Units in the proposed Reclassification) multiplied
by $0.92, the book value per unit of common equity computed as of March
31, 2010.
|
**
|
Determined
by multiplying $10,283,645 by
.0000713.
|
|
ý
|
Check
Box if any part of the fee is offset as provided by Rule 0-11(a)(2) and
identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its
filing.
|
Amount
previously paid: $733.22
|
Filing
Party: Red Trail Energy, LLC
|
|
|
Form
or Registration No.: Schedule 13e-3
|
Date
Filed: July 18, 2010
|
Neither
the Securities and Exchange Commission nor any state securities commission has
approved or disapproved of this transaction, passed upon the merits or fairness
of this transaction or passed upon the adequacy or accuracy of the disclosure in
this document. Any representation to the contrary is a criminal
offense.
INTRODUCTION
This
Amendment No. 4 to Rule 13e-3 Transaction Statement on Schedule 13E-3 is being
filed by Red Trail Energy, LLC, a North Dakota limited liability company,
pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act") and Rule 13E-3 thereunder. This Amendment No. 4
is being filed pursuant to Rule 13e-3(d)(3) as a final amendment to report the
result of the Rule 13e-3 transaction subject to this Schedule 13E-3 Transaction
Statement.
At the
special meeting of members held on October 28, 2010, the proposals for certain
amendments to our Amended and Restated Operating Agreement that were included in
our proposed Second Amended and Restated Operating Agreement and certain
amendments to our Amended and Restated Member Control Agreement that were
included in our proposed Second Amended and Restated Member Control Agreement
were not approved. The proposals required an affirmative vote from
members holding member units representing the required 66.67% of the membership
voting interests of the Company. The proposals did not receive
sufficient affirmation to become effective. As such the
reclassification of our units was not approved, and the Company will continue
its reporting obligations with the Securities and Exchange
Commission. We continue to operate under the terms of our Amended and
Restated Operating Agreement and Amended and Restated Member Control
Agreement.
Pursuant
to the General Instructions F and G to Schedule 13E-3, the definitive proxy
statement of the Company filed on October 1, 2010 including all appendices and
exhibits thereto, is expressly incorporated by reference herein in its
entirety.
SIGNATURES
After due
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.
|
RED
TRAIL ENERGY, LLC
|
|
|
|
|
Date:
November 1, 2010
|
/s/ Gerald Bachmeier
|
|
|
Gerald
Bachmeier
|
|
|
Chief
Executive Officer
|
|
Red Trail Energy (CE) (USOTC:REGX)
Gráfico Histórico do Ativo
De Jun 2024 até Jul 2024
Red Trail Energy (CE) (USOTC:REGX)
Gráfico Histórico do Ativo
De Jul 2023 até Jul 2024