UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
 
SCHEDULE 13D
(Rule 13d-1 and Rule 13d-2)
 
(Amendment No. 10)
 
Under the Securities Exchange Act of 1934
 
 
YONGYE INTERNATIONAL, INC.
(Name of Issuer)
 
Common Stock, par value $0.001
(Title of Class of Securities)
 
98607B106
(CUSIP Number)
 
Marco Chung
Morgan Stanley
Level 46, International Commerce Centre
1 Austin Road West, Kowloon
Hong Kong
+(852) 2848-5200

With a copy to

John E.  Lange, Esq.
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, New York 10019-6064
(212) 373-3000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
 
 
March 26, 2014
(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 Rule 13d-1(e), Rule 13d-1(f) or Rule 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(b) 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).

 
 
 
 
 

 
CUSIP No. 98607B106
 
 SC 13D
Page 2 

 
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
MORGAN STANLEY
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  x
(b)  o
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
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
 
9,365,881
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
9,365,881
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
9,365,881
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 x 1
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
16.2% 2
  
14
TYPE OF REPORTING PERSON
 
HC, CO
  
 
1
Excludes the 1,155,000 shares of Common Stock beneficially owned by Mr. Zishen Wu, the 7,657,704 shares of Common Stock beneficially owned by Full Alliance, and the 20,000 shares of Common Stock beneficially owned by Abax.
2
Percentage calculated based on 57,870,438 shares outstanding on an as-converted basis as of March 6, 2014, as set forth in the Issuer’s Form 10-K dated March 17, 2014.
 
 
 
 
 
 
CUSIP No. 98607B106
 
 SC 13D
Page 3 

 
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
MS HOLDINGS INCORPORATED
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  x
(b)  o
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
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
 
9,313,265
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
9,313,265
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
9,313,265
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 x 1
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
16.1% 2
  
14
TYPE OF REPORTING PERSON
 
HC, CO
  
 
1
Excludes the 1,155,000 shares of Common Stock beneficially owned by Mr. Zishen Wu, the 7,657,704 shares of Common Stock beneficially owned by Full Alliance, and the 20,000 shares of Common Stock beneficially owned by Abax.
2
Percentage calculated based on 57,870,438 shares outstanding on an as-converted basis as of March 6, 2014, as set forth in the Issuer’s Form 10-K dated March 17, 2014.
 
 
 
 
 
 
 
CUSIP No. 98607B106
 
 SC 13D
Page 4 

 
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
MORGAN STANLEY PRIVATE EQUITY ASIA III, INC.
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  x
(b)  o
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
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
 
9,313,265
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
9,313,265
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
9,313,265
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 x 1
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
16.1% 2
  
14
TYPE OF REPORTING PERSON
 
HC, CO
  
 
1
Excludes the 1,155,000 shares of Common Stock beneficially owned by Mr. Zishen Wu, the 7,657,704 shares of Common Stock beneficially owned by Full Alliance, and the 20,000 shares of Common Stock beneficially owned by Abax.
2
Percentage calculated based on 57,371,805 shares outstanding on an as-converted basis as of March 6, 2014, as set forth in the Issuer’s Form 10-K dated March 17, 2014.
 
 
 
 
 
 
 
CUSIP No. 98607B106
 
 SC 13D
Page 5 

 
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
MORGAN STANLEY PRIVATE EQUITY ASIA III, L.L.C.
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  x
(b)  o
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
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
 
9,313,265
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
9,313,265
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
9,313,265
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 x 1
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
16.1% 2
  
14
TYPE OF REPORTING PERSON
 
OO
  
 
1
Excludes the 1,155,000 shares of Common Stock beneficially owned by Mr. Zishen Wu, the 7,657,704 shares of Common Stock beneficially owned by Full Alliance, and the 20,000 shares of Common Stock beneficially owned by Abax.
2
Percentage calculated based on 57,870,438 shares outstanding on an as-converted basis as of March 6, 2014, as set forth in the Issuer’s Form 10-K dated March 17, 2014.
 
 
 
 
 
 
 
 
CUSIP No. 98607B106
 
 SC 13D
Page 6 

 
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
MORGAN STANLEY PRIVATE EQUITY ASIA III, L.P.
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  x
(b)  o
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
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
 
9,313,265
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
9,313,265
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
9,313,265
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 x 1
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
16.1% 2
  
14
TYPE OF REPORTING PERSON
 
PN
  
 
1
Excludes the 1,155,000 shares of Common Stock beneficially owned by Mr. Zishen Wu, the 7,657,704 shares of Common Stock beneficially owned by Full Alliance, and the 20,000 shares of Common Stock beneficially owned by Abax.
2
Percentage calculated based on 57,870,438 shares outstanding on an as-converted basis as of March 6, 2014, as set forth in the Issuer’s Form 10-K dated March 17, 2014.
 
 
 
 
 
 
 
CUSIP No. 98607B106
 
 SC 13D
Page 7 

 
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
MORGAN STANLEY PRIVATE EQUITY ASIA EMPLOYEE INVESTORS III, L.P.
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  x
(b)  o
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
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
 
9,313,265
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
9,313,265
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
9,313,265
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 x 1
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
16.1% 2
  
14
TYPE OF REPORTING PERSON
 
PN
  
 
1
Excludes the 1,155,000 shares of Common Stock beneficially owned by Mr. Zishen Wu, the 7,657,704 shares of Common Stock beneficially owned by Full Alliance, and the 20,000 shares of Common Stock beneficially owned by Abax.
2
Percentage calculated based on 57,870,438 shares outstanding on an as-converted basis as of March 6, 2014, as set forth in the Issuer’s Form 10-K dated March 17, 2014.
 
 
 
 
 
 
 
CUSIP No. 98607B106
 
 SC 13D
Page 8 

 
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
MORGAN STANLEY PRIVATE EQUITY ASIA III HOLDINGS (CAYMAN) LTD
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  x
(b)  o
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
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
 
9,313,265
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
9,313,265
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
9,313,265
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 x 1
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
16.1% 2
  
14
TYPE OF REPORTING PERSON
 
OO
  
 
1
Excludes the 1,155,000 shares of Common Stock beneficially owned by Mr. Zishen Wu, the 7,657,704 shares of Common Stock beneficially owned by Full Alliance, and the 20,000 shares of Common Stock beneficially owned by Abax.
2
Percentage calculated based on 57,870,438 shares outstanding on an as-converted basis as of March 6, 2014, as set forth in the Issuer’s Form 10-K dated March 17, 2014.
 
 
 
 
 
 
 
 
CUSIP No. 98607B106
 
 SC 13D
Page 9 

 
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
MSPEA AGRICULTURE HOLDING LIMITED
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  x
(b)  o
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
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
 
9,313,265
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
9,313,265
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
9,313,265
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 x 1
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
16.1% 2
  
14
TYPE OF REPORTING PERSON
 
OO
  
 
1
Excludes the 1,155,000 shares of Common Stock beneficially owned by Mr. Zishen Wu, the 7,657,704 shares of Common Stock beneficially owned by Full Alliance, and the 20,000 shares of Common Stock beneficially owned by Abax.
2
Percentage calculated based on 57,870,438 shares outstanding on an as-converted basis as of March 6, 2014, as set forth in the Issuer’s Form 10-K dated March 17, 2014.
 
 
 
 
 
 
CUSIP No. 98607B106
 
 SC 13D
Page 10  


TABLE OF CONTENTS
 
Item 2. Identity and Background
 
Item 3. Source and Amount of Funds or Other Considerations

Item 4.Purpose of the Transaction

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
 
Item 7. Material to be Filed as Exhibits
 
SCHEDULES
A
B

 
SIGNATURES
 

 

 
 
 
 
CUSIP No. 98607B106
 
 SC 13D
Page 11 
 
 
INTRODUCTORY NOTE
 
The following constitutes Amendment No. 10 (this “Amendment”) to the Schedule 13D filed by the undersigned on June 10, 2011, as amended and/or supplemented by Amendment No. 1 to the Schedule 13D filed on August 26, 2011, Amendment No. 2 to the Schedule 13D filed on September 7, 2011, Amendment No. 3 to the Schedule 13D filed on September 9, 2011, Amendment No. 4 to the Schedule 13D filed on October 16, 2012, Amendment No. 5 to the Schedule 13D filed on December 28, 2012, Amendment No. 6 to the Schedule 13D filed on May 17, 2013, Amendment No. 7 to the Schedule 13D filed on September 25, 2013, Amendment No.8 to the Schedule 13D filed on October 16, 2013 and Amendment No.9 to the Schedule 13D filed on November 26, 2013 (as amended, the “Schedule 13D”). Except as specifically amended by this Amendment, the Schedule 13D remains in full force and effect. Capitalized terms used but not defined in this Amendment have meanings provided in the Schedule 13D.
 
Item 2.  Identity and Background.
 
The response set forth in Item 2 of the Schedule 13D is hereby amended and supplemented by the following.
 
This Amendment is being filed jointly on behalf of (i) Morgan Stanley, a Delaware corporation (“MS Parent”), (ii) MS Holdings Incorporated, a Delaware corporation (“MS Holdings”), (iii) Morgan Stanley Private Equity Asia III, Inc., a Delaware corporation (“MS Inc”), (iv) Morgan Stanley Private Equity Asia III, L.L.C., a Delaware limited liability company (“MS LLC”), (v) Morgan Stanley Private Equity Asia III, L.P., a Cayman Islands limited partnership (“MS LP”), (vi) Morgan Stanley Private Equity Asia Employee Investors III, L.P., a Cayman Islands limited partnership (“MS Employee”), (vii) Morgan Stanley Private Equity Asia III Holdings (Cayman) Ltd, a Cayman Islands limited liability company (“MSPEA Holdings”) and (viii) MSPEA Agriculture Holding Limited, a Cayman Islands limited liability company (“MSPEA”) (collectively, the “Reporting Persons”). The Reporting Persons have entered into a joint filing agreement, dated as of March 26, 2014, a copy of which is attached hereto as Exhibit 99.1.
 
The name, business address, present principal occupation or employment and citizenship of each director and executive officer of MS Parent, MS Holdings, MS Inc, MSPEA Holdings and MSPEA, and the name, business address, present principal occupation or employment and citizenship of each executive officer of MS LLC, MS LP and MS Employee are set forth in Schedule A attached hereto and incorporated herein by reference.
 
During the last five years, none of the Reporting Persons, nor, to the knowledge of the Reporting Persons, any of the persons listed on Schedule A attached hereto and incorporated herein by reference, has been (1) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (2) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws, other than, in the case of clause (2), as described in Schedule B attached hereto and incorporated herein by reference.
 
Item 3.  Source and Amount of Funds or Other Considerations

Item 3 of the Schedule 13D is hereby amended and supplemented by adding the following at the end thereof:

The Reporting Persons anticipate that an additional $15.7 million will be required to fund the additional merger consideration as described in Item 4 below.  The increased financing for the merger in connection with the increase in offer price contemplated by the Proposal Letter (as defined below) will be funded by proceeds under the facility made available by CDB pursuant to the Facility Contract.

Item 4.  Purpose of the Transaction

Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following at the end thereof:
 
 
 
 
 
 
CUSIP No. 98607B106
 
 SC 13D
Page 12 
 
 
 
On March 5, 2014, the Company held a special meeting of stockholders of the Company to consider the proposal to approve the Merger Agreement.  The proposal did not receive approval from at least a majority of the issued and outstanding Publicly Held Shares. As a result, the Merger Agreement was not approved by the Company’s stockholders at the meeting.

On March 26, 2014, the Consortium submitted a proposal via electronic mail (the “Proposal”) to the special committee of the board of directors of the Company (the “Special Committee”), pursuant to which it offered to increase the previously offered merger consideration payable to holders of the Publicly Held Shares in connection with the proposed merger from $6.69 per share to $7.00 per share.
 
The contents of the Proposal is replicated below:
 
Dear Special Committee Members,
 
Mr. Zishen Wu, MSPEA Agriculture Holding Limited, Lead Rich International Limited and Full Alliance International Limited (collectively, the “Buyer Consortium”) are pleased to submit this revised non-binding proposal to acquire all outstanding shares of the common stock of Yongye International, Inc. (the “Company”) not currently owned by members of the Buyer Consortium.  We believe our revised offer is extremely attractive in terms of price and provides the best alternative available to the Special Committee to maximize stockholders value.
 
Our revised proposal consists of the following terms:
 
 
Price Increase.  Increase the merger consideration to $7.00 in cash per share of the Company’s common stock, which increase will be conditioned upon the Special Committee’s modification of the “Requisite Company Vote” requirement in the merger agreement as described below.  Our increased offer price represents a premium of approximately 6.1% to our original offer price of $6.60, a premium of 31.8% to the Company’s closing price on March 7, 2014, the last trading day of the week during which the Merger Agreement was not approved by the Company’s stockholders, and a premium of 4.6% to the per share merger consideration of $6.69 under the original merger agreement.
 
 
“Requisite Company Vote” Requirement.  As condition to the Buyer Consortium’s increase of the merger consideration, the Special Committee will modify clause (iii) of the “Requisite Company Vote” requirement in the merger agreement to provide that the voting requirement thereunder is the approval by a majority of the outstanding shares held by the unaffiliated common stockholders that are present in person or by proxy and voting for or against approval of the merger agreement at the stockholders’ meeting, instead of a majority of all issued and outstanding shares held by the unaffiliated common stockholders as contemplated under the current merger agreement.
 
            We believe our proposed change to the “Requisite Company Vote” requirement is fair and reasonable to the Company’s unaffiliated stockholders, particularly in the context of our willingness to increase the merger consideration, and in light of the fact that a substantial majority of shares held by unaffiliated stockholders who were present in person or by proxy at the previous stockholders meeting were voted in favor of the original merger agreement.
 
            We welcome the opportunity to discuss this proposal with the Special Committee and its advisors as soon as possible.  Please note that no legally binding obligation will be created upon any person with respect to this proposal unless and until a mutually acceptable definitive amendment to the merger agreement has been entered into by the parties.  We look forward to your response.
 
 
 
 
 
 
CUSIP No. 98607B106
 
 SC 13D
Page 13 
 
 
 
 Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
 
Item 6 of the Schedule 13D is hereby amended and supplemented by adding the following at the end thereof:

The descriptions in Item 3 and Item 4 herein of the Proposal are incorporated herein by reference.

Item 7. Materials to be Filed as Exhibits.
 
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 March 26, 2014
   
         
 

 
 
 
 
 
 
 
 SCHEDULE A
 
EXECUTIVE OFFICERS AND DIRECTORS
OF
MORGAN STANLEY
The names of the directors and the names and titles of the executive officers of Morgan Stanley and their principal occupations are set forth below. The business address of each of the directors or executive officers is that of Morgan Stanley at 1585 Broadway, New York, New York 10036.

Name
  
Title
  
Citizenship
         
*James P. Gorman
  
Chairman of the Board and Chief Executive Officer, Morgan Stanley
  
Australia and United States
         
*Erskine B. Bowles
  
Director
  
United States
         
*Howard J. Davies
  
Professor, SciencesPo
  
England
         
*Thomas H. Glocer
  
Director
  
United States
         
*Robert H. Herz
  
President, Robert H. Herz LLC
  
United States
         
*C. Robert Kidder
  
Director
  
United States
         
*Klaus Kleinfeld
  
Chairman and Chief Executive Officer of Alcoa Inc.
  
Germany
         
*Donald T. Nicolaisen
  
Director
  
United States
         
*Hutham S. Olayan
  
President, Chief Executive Officer of The Olayan Group’s U.S. operations
  
United States
         
*James W. Owens
  
Director
  
United States
         
*O. Griffith Sexton
  
Adjunct professor of finance at Columbia Business School
  
United States
         
*Ryosuke Tamakoshi
  
Senior Advisor to The Bank of Tokyo-Mitsubishi UFJ, Ltd.
  
Japan
         
*Masaaki Tanaka
  
Representative Director and Deputy President of Mitsubishi UFJ Financial Group, Inc.
  
Japan
         
*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
  
United States
         
*Rayford Wilkins, Jr.
  
Director
  
United States
         
Gregory J. Fleming
  
Executive Vice President, President of Morgan Stanley Wealth Management and President of Investment Management
  
United States
         
Eric F. Grossman
  
Executive Vice President and Chief Legal Officer
  
United States
         
Keishi Hotsuki
  
Chief Risk Officer
  
Japan
         
Colm Kelleher
  
Executive Vice President and President of Institutional Securities
  
England and Ireland
         
Ruth Porat
  
Executive Vice President and Chief Financial Officer
  
United States
         
James A. Rosenthal
  
Executive Vice President and Chief Operating Officer
  
United States
 
* Director
 
 
 
 
 
EXECUTIVE OFFICERS AND DIRECTORS OF MS HOLDINGS INCORPORATED
 
The names of the directors and the names and titles of the executive officers of MS Holdings Incorporated and their principal occupations are set forth below. The business address of each of the directors or executive officers is that of MS Holdings Incorporated at 1585 Broadway, New York, New York 10036. Unless otherwise indicated, each individual is a United States citizen and each occupation set forth opposite an individual’s name refers to MS Holdings Incorporated.
 
Name
Title
   
Harvey Bertram Mogenson
 
Director and President
1633 Broadway, New York, NY 10019 United States
   
Edmond Moriarty
Director
1585 Broadway, New York, NY 10036, United States
   
Kevin Klingert
Director
522 Fifth Avenue, New York, NY 10036, United States
   
Louis A. Palladino, Jr.
 
Vice President
1633 Broadway, New York, NY 10019 United States
   
Noel C. Langlois
 
Vice President
100 Front Street, West Conshohocken, PA 19428, United States
   
Arthur J. Lev
 
Director and Vice President
522 Fifth Avenue, New York, NY 10036, United States
   
*Christina Huffman
 
Vice President
1221 Avenue of the Americas
New York, NY, 100200, United States
   
Jason Koenig
 
Vice President
1221 Avenue of the Americas
New York, NY, 100200, United States
   
Scott William Moss
 
Vice President
1221 Avenue of the Americas
New York, NY, 100200, United States
   
Ella D. Cohen
 
Vice President
522 Fifth Avenue, New York, NY 10036, United States
   
Craig Krasinski
 
Vice President
100 Front Street, West Conshohocken, PA 19428, United States
   
Matthew Paul Martin
 
Vice President
522 Fifth Avenue, New York, NY 10036, United States
   
Sheri Lynn Schreck
Vice President
522 Fifth Avenue, New York, NY 10036, United States
   
Robert Serafin
Vice President
201 Plaza Two, Jersey City, NY 07311, United States
   
Jyoti J. Mandalia
Treasurer
750 Seventh Avenue, New York, NY 10019, United States
 
* Dual citizenship - American and British
 
 
 
 
 
EXECUTIVE OFFICERS AND DIRECTORS OF MORGAN STANLEY PRIVATE EQUITY ASIA III, INC.
 
The names of the directors and the names and titles of the executive officers of Morgan Stanley Private Equity Asia III, Inc. and their principal occupations are set forth below. The business address of each of the directors or executive officers is as provided below. Unless otherwise indicated, each individual is a United States citizen and each occupation set forth opposite an individual’s name refers to Morgan Stanley Private Equity Asia III, Inc.
 
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, Assistant Treasurer and Vice President
  
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
         
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
         
*Edwin van Keulen
  
Vice President and Assistant Treasurer
  
1633 Broadway
New York, New York 10019
         
Michael A. Henry
 
  
Chief Compliance Officer and Vice President
 
  
1221 Avenue of the Americas
New York, New York 10020
         
Samantha Jennifer Cooper
 
  
Vice President
 
  
1585 Broadway
New York, New York 10036
         
Scott William Moss
 
  
Vice President and Assistant Secretary
 
  
1221 Avenue of the Americas
New York, New York 10020
         
Christopher H. Norris
 
  
Vice President
 
  
1585 Broadway
New York, New York 10036
         
Karen A. Cassidy
 
  
Treasurer
  
750 Seventh Avenue
New York 10019
         
**Brian Barrett
  
Vice President
  
1585 Broadway
New York, New York 10036
 
* Citizenship - Dutch
** Dual citizenship - American and Irish
 
 
 
 
 
 
 
EXECUTIVE OFFICERS OF MORGAN STANLEY
PRIVATE EQUITY ASIA III, LLC
 
The managing member of Morgan Stanley Private Equity Asia III, L.L.C. is Morgan Stanley Private Equity Asia III, Inc. Morgan Stanley Private Equity Asia III, L.L.C. does not have officers or directors.
 
 
 
 
 
 
 
 
 
 
 
EXECUTIVE OFFICERS OF MORGAN STANLEY
PRIVATE EQUITY ASIA III, L.P.

The general partner of Morgan Stanley Private Equity Asia III, L.P. is Morgan Stanley Private Equity Asia III, LLC. Morgan Stanley Private Equity Asia III, L.P. does not have officers or directors
 
 
 
 
 
 
 
 
EXECUTIVE OFFICERS AND DIRECTORS OF MORGAN STANLEY PRIVATE
EQUITY ASIA EMPLOYEE INVESTORS III, L.P.

The general partner of Morgan Stanley Private Equity Asia Employee Investors III, L.P. is Morgan Stanley Private Equity Asia III, LLC. Morgan Stanley Private Equity Asia Employee Investors III, L.P. does not have officers or directors.
 
 
 
 
 
 
 
 
 
EXECUTIVE OFFICERS AND DIRECTORS OF MORGAN STANLEY PRIVATE EQUITY ASIA III HOLDINGS (CAYMAN) LTD

The name of the director and the names and titles of the executive officer of Morgan Stanley Private Equity Asia III Holdings (Cayman) Ltd and their principal occupations are set forth below. The business address of each of the director or executive officer is also set forth below. Unless otherwise indicated, each individual is a United States citizen and each occupation set forth opposite an individual’s name refers to Morgan Stanley Private Equity Asia III Holdings (Cayman) Ltd.

Name
Title
Address
     
Samantha Jennifer Cooper
 
Director
1585 Broadway
New York, New York 10036
     
Karen A. Cassidy
Treasurer
750 Seventh Avenue, NY 10019
     
Edwin van Keulen*
Treasurer
1633 Broadway
New York, NY 10019
     
Christopher H. Norris
Vice President
1585 Broadway
New York, New York 10036

*Citizenship - Dutch
 
 
 
 
 
 
 
EXECUTIVE OFFICERS AND DIRECTORS OF MSPEA AGRICULTURE HOLDING LIMITED

The name of the director and the names and titles of the executive officer of MSPEA Agriculture Holding Limited and their principal occupations are set forth below. The business address of each of the director or executive officer is also set below. Unless otherwise indicated, each individual is a United States citizen and each occupation set forth opposite an individual’s name refers to MSPEA Agriculture Holding Limited.

Name
  
Title
  
Address
         
Alan K. Jones
  
Director
  
1585 Broadway
New York, New York 10036
         
Samantha Jennifer Cooper
 
  
Director
  
1585 Broadway
New York, New York 10036
         
Choi Sung Min
 
  
Director
  
HungKuk Life Insurance Building
226 Shinmun-ro 1-Ga, Chongro-Ku
Seoul 110-061, Republic of Korea
         
Karen A. Cassidy
  
Treasurer
  
750 Seventh Avenue, NY 10019
         
Edwin van Keulen*
  
Treasurer
 
  
1633 Broadway
New York, NY 10036

*Citizenship - Dutch

 
 

 
 
 
 
 
SCHEDULE B
 
LEGAL PROCEEDINGS

Unless the context otherwise requires, the term “Morgan Stanley” means Morgan Stanley and its consolidated subsidiaries. Morgan Stanley & Co. LLC (“MS&Co.”) and Morgan Stanley Smith Barney LLC (“MSSB LLC”), referenced below, are Morgan Stanley’s primary U.S. broker-dealers.

(a) On September 30, 2009, Morgan Stanley entered into an administrative settlement agreement with the U.S. Environmental Protection Agency (“EPA”) to resolve certain violations of the U.S. environmental laws allegedly committed by Morgan Stanley during 2005. These alleged violations included: distribution of approximately 2.7 million gallons of reformulated gasoline that failed to comply with maximum benzene content limitations; failure to report volume and property information for each batch of gasoline blendstock imported and reformulated gasoline produced; failure to conduct an annual attest engagement; and failure to provide product transfer documents for each transfer of reformulated gasoline and each batch of previously certified gasoline. Without admitting or denying the EPA’s allegations, Morgan Stanley agreed to resolve these matters for a civil penalty of $405,000.

(b) On June 24, 2010, Morgan Stanley and the Office of the Attorney General for the Commonwealth of Massachusetts (“Massachusetts OAG”) entered into an Assurance of Discontinuance (“AOD”) to resolve the Massachusetts OAG’s investigation of the Issuer’s financing, purchase and securitization of certain subprime residential mortgages. The AOD provides for Morgan Stanley to make payments totaling approximately $102.7 million, and for Morgan Stanley to use its best efforts to implement certain business practices related to such activities on a prospective basis.

In addition, MS&Co. has been involved in a number of civil proceedings and regulatory actions which concern matters arising in connection with the conduct of its business. Certain of such proceedings have resulted in findings of violation of federal or state securities laws. Such proceedings are reported and summarized in the MS&Co. Form BD filed with the SEC, which descriptions are hereby incorporated by reference. The MSSB LLC Form BD filed with the SEC is also hereby incorporated by reference.
 
 
 
 
 
 
 
 
SIGNATURES
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment is true, complete and correct.
 
Dated: March 26, 2014.
 
 
MORGAN STANLEY
  
       
 
By:
/s/ Christina Huffman
  
   
Name: Christina Huffman
  
   
Title: Authorized Signatory
  
       
       
 
MS HOLDINGS INCORPORATED
  
       
 
By:
  /s/ Christina Huffman  
   
Name: Christina Huffman
  
   
Title:  Vice President
  
       
       
 
MORGAN STANLEY PRIVATE EQUITY ASIA III, INC.
  
       
 
By:
/s/ Samantha Jennifer Cooper
  
   
Name: Samantha Jennifer Cooper
  
   
Title:  Vice President
  
       
       
 
MORGAN STANLEY PRIVATE EQUITY ASIA III, L.L.C.
  
       
  By: Morgan Stanley Private Equity Asia III, Inc., its managing member  
       
 
By:
/s/ Samantha Jennifer Cooper
  
   
Name: Samantha Jennifer Cooper
  
   
Title:  Vice 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 managing  member
  
       
 
By:
/s/ Samantha Jennifer Cooper
  
   
Name: Samantha Jennifer Cooper
  
   
Title:  Vice 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 managing member
  
       
 
By:
/s/ Samantha Jennifer Cooper
  
   
Name: Samantha Jennifer Cooper
  
   
Title:  Vice President
  
       
       
 
MORGAN STANLEY PRIVATE EQUITY ASIA III HOLDINGS (CAYMAN) LTD
  
       
 
By:
/s/ Samantha Jennifer Cooper
  
   
Name: Samantha Jennifer Cooper
  
   
Title: Sole Director
  
       
       
 
MSPEA AGRICULTURE HOLDING LIMITED
  
       
 
By:
/s/ Samantha Jennifer Cooper
  
   
Name: Samantha Jennifer Cooper
  
   
Title: Director
  

 
 
 

EXHIBIT INDEX
 
   
 
 
 
 
 
 
 
 
 
 
eh1400484_ex9901.htm
EXHIBIT 99.1
 
JOINT FILING AGREEMENT
 
In accordance with Rule 13d−1(k)(l) under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing, along with all other such undersigned, on behalf of the Reporting Persons (as defined in the joint filing), of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, par value $0.001, of the Issuer (as defined in the attached Schedule 13D or an amendment to Schedule 13D), and agrees that this agreement be included as an Exhibit to such joint filing.  This agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
 
 
 
 
[Signature Page Follows]
 
 
 
 
 
 
 
IN WITNESS WHEREOF, each of the undersigned has executed this Joint Filing Agreement as of this 26th day of March, 2014.
 
 
 
MORGAN STANLEY
  
       
 
By:
/s/ Christina Huffman
  
   
Name: Christina Huffman
  
   
Title: Authorized Signatory
  
       
       
 
MS HOLDINGS INCORPORATED
  
       
 
By:
  /s/ Christina Huffman  
   
Name: Christina Huffman
  
   
Title:  Vice President
  
       
       
 
MORGAN STANLEY PRIVATE EQUITY ASIA III, INC.
  
       
 
By:
/s/ Samantha Jennifer Cooper
  
   
Name: Samantha Jennifer Cooper
  
   
Title:  Vice President
  
       
       
 
MORGAN STANLEY PRIVATE EQUITY ASIA III, L.L.C.
  
       
  By: Morgan Stanley Private Equity Asia III, Inc., its managing member  
       
 
By:
/s/ Samantha Jennifer Cooper
  
   
Name: Samantha Jennifer Cooper
  
   
Title:  Vice 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 managing member
  
       
 
By:
/s/ Samantha Jennifer Cooper
  
   
Name: Samantha Jennifer Cooper
  
   
Title: Vice 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 managing member
  
       
 
By:
/s/ Samantha Jennifer Cooper
  
   
Name: Samantha Jennifer Cooper
  
   
Title:  Vice President
  
       
       
 
MORGAN STANLEY PRIVATE EQUITY ASIA III HOLDINGS (CAYMAN) LTD
  
       
 
By:
/s/ Samantha Jennifer Cooper
  
   
Name: Samantha Jennifer Cooper
  
   
Title: Sole Director
  
       
       
 
MSPEA AGRICULTURE HOLDING LIMITED
  
       
 
By:
/s/ Samantha Jennifer Cooper
  
   
Name: Samantha Jennifer Cooper
  
   
Title: Director