1.
|
NAME
OF REPORTING PERSON:
Morgan Stanley
|
2.
|
CHECK
THE
APPROPRIATE
BOX
IF
A
MEMBER
OF
A
GROUP
(a)
o
(b)
x
|
3.
|
SEC
USE
ONLY
|
4.
|
SOURCE
OF FUNDS
WC, OO
|
5.
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
0
|
9.
|
SOLE
DISPOSITIVE POWER
0
|
10.
|
SHARED
DISPOSITIVE POWER
0
|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
12.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
o
|
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
14.
|
TYPE
OF REPORTING PERSON
HC, CO
|
|
|
|
|
1.
|
NAME
OF REPORTING PERSON:
You-Bin Leng
|
2.
|
CHECK
THE
APPROPRIATE
BOX
IF
A
MEMBER
OF
A
GROUP
(a)
o
(b)
x
|
3.
|
SEC
USE
ONLY
|
4.
|
SOURCE
OF FUNDS
OO, PF
|
5.
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
o
|
6.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
People’s Republic of China
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7.
|
SOLE
VOTING POWER
0
|
8.
|
SHARED
VOTING POWER
0
|
9.
|
SOLE
DISPOSITIVE POWER
0
|
10.
|
SHARED
DISPOSITIVE POWER
0
|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
12.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
o
|
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
14.
|
TYPE
OF REPORTING PERSON
IN
|
|
|
|
|
1.
|
NAME
OF REPORTING PERSON:
Sheng-Hui Liu
|
2.
|
CHECK
THE
APPROPRIATE
BOX
IF
A
MEMBER
OF
A
GROUP
(a)
o
(b)
x
|
3.
|
SEC
USE
ONLY
|
4.
|
SOURCE
OF FUNDS
OO, PF
|
5.
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
o
|
6.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
People’s Republic of China
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE
VOTING POWER
0
|
8.
|
SHARED
VOTING POWER
0
|
9.
|
SOLE
DISPOSITIVE POWER
0
|
10.
|
SHARED
DISPOSITIVE POWER
0
|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
12.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
o
|
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
14.
|
TYPE
OF REPORTING PERSON
IN
|
|
|
|
|
1.
|
NAME
OF REPORTING PERSON:
Hua Liu
|
2.
|
CHECK
THE
APPROPRIATE
BOX
IF
A
MEMBER
OF
A
GROUP
(a)
o
(b)
x
|
3.
|
SEC
USE
ONLY
|
4.
|
SOURCE
OF FUNDS
OO, PF
|
5.
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
o
|
6.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
People’s Republic of China
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE
VOTING POWER
0
|
8.
|
SHARED
VOTING POWER
0
|
9.
|
SOLE
DISPOSITIVE POWER
0
|
10.
|
SHARED
DISPOSITIVE POWER
0
|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
12.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
o
|
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
14.
|
TYPE
OF REPORTING PERSON
IN
|
|
|
|
|
INTRODUCTORY
NOTE
This
Schedule 13D/A (this “Schedule 13D/A”) is filed jointly by Morgan Stanley (“MS”), Mr. You-Bin Leng (“Mr.
Leng”), Mr. Sheng-Hui Liu and Mr. Hua Liu (Mr. Hua Liu together with MS, Mr. Leng and Mr. Sheng-Hui Liu, the “Reporting
Persons”). With respect to MS, this Schedule 13D/A represents Amendment No. 3 to the original statement on Schedule 13D
filed with the Securities and Exchange Commission (the “SEC”) on October 11, 2012 by MS with respect to Feihe International,
Inc. (the “Company”), as amended and supplemented by Amendment No. 1 and Amendment No. 2, filed by MS with the SEC
on December 3, 2012 and March 4, 2013, respectively. With respect to Mr. Leng, this Schedule 13D represents Amendment No. 6 to
the original statement on Schedule 13D filed with the SEC on June 11, 2003 by Mr. Leng with respect to the Company, as amended
and supplemented by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4 and Amendment No. 5, filed by Mr. Leng
on September 22, 2003, October 3, 2012, December 5, 2012, March 4, 2013 and March 4, 2013, respectively. This Schedule 13D represents
Amendment No. 1 to the original statement on Schedule 13D filed with the SEC on March 4, 2013 by Mr. Sheng-Hui Liu and Mr. Hua
Liu .
|
ITEM 2.
|
IDENTITY
AND BACKGROUND
|
Item
2(f) is hereby amended and restated solely with respect to MS:
(f) The
name, business address, present principal occupation or employment and citizenship of each director and executive officer of MS
are set forth in Schedule A hereto.
|
ITEM 4.
|
PURPOSE
OF TRANSACTION
|
Item
4 is hereby supplemented as follows:
On
June 26 , 2013, the Company held a special meeting of its shareholders (the “Special Meeting”) at the offices
of the Company. At the Special Meeting, the shareholders of the Company voted in favor of the proposal to approve the agreement
and plan of merger, dated as of March 3, 2013 (the “Merger Agreement”), by and among Diamond Infant Formula Holding
Limited, a Cayman Islands company indirectly wholly owned by MSPEA IMF Holding Limited and Mr. Leng (“Holdco”), Platinum
Infant Formula Holding Limited, a Cayman Islands company wholly owned by Holdco (“Parent”), Infant Formula Merger
Sub Holding Inc., a Utah corporation and wholly-owned subsidiary of Parent (“Merger Sub”) and the Company, pursuant
to which Merger Sub has merged with and into the Company, with the Company continuing as the surviving corporation and a wholly-owned
subsidiary of Parent (the “Merger”).
On
June 27, 2013, pursuant to the terms of the Merger Agreement, Merger Sub merged with and into the Company, with the Company as
the surviving corporation in the Merger (the “Surviving Corporation”) and a wholly-owned subsidiary of Parent. Upon
the consummation of the Merger, each issued and outstanding share of common stock, par value US$0.001 per share, of the Company
(“Common Stock”), other than shares of Common Stock held by the Company as treasury stock or owned, directly or indirectly
by Holdco, Parent, Merger Sub or any wholly-owned subsidiary of the Company immediately prior to the effective time of the Merger,
was converted automatically into the right to receive US$7.40 in cash without interest.
On
June 27, 2013, pursuant to the terms of the Merger Agreement, in connection with the effectiveness of the Merger each then-outstanding
option to purchase Common Stock (a “Company Stock Option”) granted under any director or employee stock option or
compensation plan or arrangement of the Company (collectively, the “Company Stock Plans”), whether or not vested or
exercisable, became fully vested and exercisable and converted into the right to receive an amount in cash equal to the product
of (a) the excess, if any, of US$7.40 over the applicable exercise price per share of Common Stock of such Company Stock Option
and (b) the number of shares of Common Stock that the holder of such Company Stock Option could have purchased had such holder
exercised such Company Stock Option in full immediately prior to the effective time of the Merger.
On
June 27, 2013, by virtue of the Merger, each share of Common Stock owned, directly or
indirectly, by Holdco, Parent, Merger Sub or any wholly-owned subsidiary of the Company immediately prior to June 27, 2013 was
canceled without consideration therefor. On June 27, 2013, by virtue of the Merger, each share of common stock, no par value
per share, of Merger Sub issued and outstanding immediately prior to June 27, 2013 was converted into and became one validly
issued, fully paid and non assessable share of common stock, par value US$0.001 per share, of the Surviving Corporation (the “Private
Stock”). The Private Stock is not registered under Section 12 of the Exchange Act.
Upon
the consummation of the Merger, the Company became a wholly-owned subsidiary of Parent with one thousand shares of Private
S tock outstanding (solely owned by Parent) and the separate corporate existence of Merger Sub ceased. As a result of the Merger,
the Common Stock ceased to trade on the New York Stock Exchange, Inc. ( the “NYSE”) following the close of trading
on June 27, 2013 and became eligible for delisting from the NYSE and termination of registration pursuant to Rules 12g-4(a)(1)
and 12h-3(b)(1)(i) of the Exchange Act.
Pursuant
to a certain voting agreement, dated as of March 3, 2013 (the “Voting Agreement”), between Mr. Leng, Mr. Sheng-Hui
Liu and Mr. Hua Liu (collectively, the “Rollover Holders”), Parent and the Company, the Rollover Holders, who collectively
owned approximately 41.3% of the outstanding shares of Common Stock prior to the effective time of the Merger, appeared at the
Special Meeting or otherwise caused their shares of Common Stock to be counted as present thereat for the purpose of establishing
a quorum, and voted or caused to be voted at such meeting all their shares of Common Stock in favor of the approval of the Merger
Agreement. The information disclosed in this paragraph is qualified in its entirety by reference to the Voting Agreement, a copy
of which was filed as Exhibit 7.07 to the Schedule 13D filed by the Reporting Persons with the SEC on March 4, 2013 (the “Original
Schedule 13D”), and is incorporated herein by reference in its entirety as Exhibit 7.02.
Pursuant
to a certain contribution agreement, dated as of March 3, 2013 (the “Contribution Agreement”), between the Rollover
Holders, Parent, Holdco and the Company, the Rollover Holders contributed to Parent their shares of Common Stock in exchange for
ordinary shares of Holdco. The information disclosed in this paragraph is qualified in its entirety by reference to the Contribution
Agreement, a copy of which was filed as Exhibit 7.06 to the Original Schedule 13D and is incorporated herein by reference in its
entirety as Exhibit 7.03.
|
ITEM 5.
|
INTEREST
IN SECURITIES OF THE ISSUER
|
Item
5 is hereby amended and restated in its entirety as follows:
(a)-(b) As
of the date hereof, the Reporting Persons do not beneficially own any shares of Common Stock or have any voting power or dispositive
power over any shares of Common Stock.
(c) On
May 24 , 2013, Mr. Leng exercised his options and purchased 12,000 shares of Common Stock of the Company at the price of
$ 7.25 per share.
On
May 24 , 2013, Mr. Sheng-Hui Liu exercised his options and purchased 12,000 shares of Common Stock of the Company at the
price of $ 7.25 per share.
On
May 24 , 2013, Mr. Hua Liu exercised his options and purchased 12,000 shares of Common Stock of the Company at the price
of $ 7.25 per share.
On
June 27, 2013, 82,583 shares of Common Stock held by certain operating units of MS and its subsidiaries and affiliates were automatically
converted into the right to receive US$7.40 per share in cash without interest in connection with the Merger.
1
The
last paragraph in Item 4 of this Schedule 13D/A is incorporated herein by reference and is qualified in its entirety by reference
to the Contribution Agreement, a copy of which was filed as Exhibit 7.06 to the Original Schedule 13D and is incorporated herein
by reference in its entirety as Exhibit 7.03.
Other
than the transactions listed above, none of the Reporting Persons and no other person described in Item 2 hereof has effected
any transactions relating to the Common Stock of the Company during the past sixty (60) days.
|
ITEM 6.
|
CONTRACTS,
ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
|
Item
6
is
hereby
supplemented
as
follows:
The
description in Item 4 of this Schedule 13D/A is incorporated herein by reference, and is qualified in its entirety by the full
text of the Merger Agreement, which was filed as Exhibit 7.02 to the Original Schedule 13D, and is incorporated herein by reference
in its entirety as Exhibit 7.04.
|
ITEM 7.
|
MATERIAL
TO BE FILED AS EXHIBITS.
|
Exhibit
7.01 Joint Filing Agreement by and among the Reporting Persons, dated March 3, 2013 (incorporated by referent to Exhibit 7.01
of the Original Schedule 13D filed by the Reporting Persons on March 4, 2013).
Exhibit
7.02 Voting Agreement, by and among the Company, Parent and the Rollover Shareholders, dated March 3, 2013 (incorporated by
reference to Exhibit 7.07 of the Original Schedule 13D filed by the Reporting Persons on March 4, 2013).
Exhibit
7.03 Contribution Agreement, by and among Holdco, Parent, the Company and the Rollover Shareholders, dated March 3, 2013 (incorporated
by reference to Exhibit 7.06 of the Original Schedule 13D filed by the Reporting Persons on March 4, 2013).
Exhibit
7.04 Merger Agreement, by and among the Company, Holdco, Parent and Merger Sub, dated March 3, 2013 (incorporated by reference
to Exhibit 7.02 of the Original Schedule 13D filed by the Reporting Persons on March 4, 2013).
1
The number of shares of Common Stock held by certain operating units of MS and
its subsidiaries and affiliates has been adjusted to correct the previously reported total.
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
|
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
SIGNATURE
After
reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
|
Dated:
June 28 , 2013
|
|
|
|
Morgan
Stanley
|
|
|
|
|
By:
|
/s/ Christina
Huffman
|
|
Name:
|
Christina Huffman
|
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
Mr.
You-Bin Leng
|
|
|
|
|
/s/ You-Bin Leng
|
|
Name:
|
You-Bin Leng
|
|
|
|
|
Mr.
Sheng-Hui Liu
|
|
|
|
|
/s/ Sheng-Hui Liu
|
|
Name:
|
Sheng-Hui Liu
|
|
|
|
|
Mr.
Hua Liu
|
|
|
|
|
/s/ Hua Liu
|
|
Name:
|
Hua Liu
|