SC 13D/A 1 v395924_sc13da.htm SC 13D/A

 


UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C.  20549

 

SCHEDULE 13D

(AMENDMENT NO. 1)

Under the Securities Exchange Act of 1934

 

GENERAL STEEL HOLDINGS, INC.

(Name of Issuer)

 

Common Stock, $0.001 Par Value

(Title of Class of Securities)

 

370853 10 3

(CUSIP Number)

 

Stephen D. Brook, Esq.

Burns & Levinson LLP

125 Summer St.

Boston, Massachusetts  02110

Tel.: (617) 345-3000

 

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

 

October 23, 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 Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.    NOT APPLICABLE

 

 
 

 


 

1

NAME OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

(Entities only)

Zuosheng Yu

Not Applicable

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A

GROUP

(a)___

   (b)___

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)

___
6 CITIZENSHIP OR PLACE OF ORGANIZATION People’s Republic of China

 

NUMBER OF

SHARES

7

SOLE VOTING POWER

27,203,900

BENEFICIALLY

OWNED BY

8

SHARED VOTING POWER

0

EACH

REPORTING

9

SOLE DISPOSITIVE POWER

27,203,900

PERSON

WITH

10

SHARED DISPOSITIVE POWER

0

 

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

27,203,900

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

___

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

44.7%

14

TYPE OF REPORTING PERSON

IN

 

 (1) Mr. Yu owns 13,203,900 Shares held in his name and 14,000,000 Shares held in the name of Golden Eight Investments Limited (“Golden Eight”).  Mr. Yu is the sole director of Golden Eight.  Golden Eight is wholly owned by The GSI Family Trust U/A/D 01/21/10 (the “Trust”). J.P. Morgan Trust Company of Delaware (“J.P. Morgan”) is trustee of the Trust and disclaims beneficial ownership of the reported securities, and this Amendment No. 1 to Schedule 13D shall not be deemed an admission that J.P. Morgan is the beneficial owner of the reported securities for any purposes.  Mr. Yu has sole power of revocation over the Trust and is the sole member of the Investment Committee of the Trust. As such, Mr. Yu has voting and investment control directly over the securities held by the Trust and indirectly over the securities held by Golden Eight.

 

 
 

 


 

CUSIP No. 370853 10 3  Page 3                        

 

1

NAME OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

(Entities only)

Golden Eight Investments Limited

Not Applicable

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A

GROUP

(a)___

   (b)___

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)

___
6 CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands

 

NUMBER OF

SHARES

7

SOLE VOTING POWER

14,000,000

BENEFICIALLY

OWNED BY

8

SHARED VOTING POWER

0

EACH

REPORTING

9

SOLE DISPOSITIVE POWER

14,000,000

PERSON

WITH

10

SHARED DISPOSITIVE POWER

0

 

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

14,000,000

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

  ___

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

23.0%(1)

14

TYPE OF REPORTING PERSON

CO

 

(1) Represents Shares held in the name of Golden Eight.  Mr. Yu is the sole director of Golden Eight.  Golden Eight is wholly owned by the Trust. J.P. Morgan is trustee of the Trust and disclaims beneficial ownership of the reported securities, and this Amendment No. 1 to Schedule 13D shall not be deemed an admission that J.P. Morgan is the beneficial owner of the reported securities for any purposes.  Mr. Yu has sole power of revocation over the Trust and is the sole member of the Investment Committee of the Trust. As such, Mr. Yu has voting and investment control directly over the securities held by the Trust and indirectly over the securities held by Golden Eight.

 

 
 

 


 

CUSIP No. 370853 10 3  Page 4                        

 

1

NAME OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

(Entities only)

The GSI Family Trust U/A/D 01/21/10

Not Applicable

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)___

(b)___

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)

___
6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

 

NUMBER OF

SHARES

7

SOLE VOTING POWER

14,000,000

BENEFICIALLY

OWNED BY

8

SHARED VOTING POWER

0

EACH

REPORTING

9

SOLE DISPOSITIVE POWER

14,000,000

PERSON

WITH

10

SHARED DISPOSITIVE POWER

0

 

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

14,000,000

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

  ___

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

23.0%(1)

14

TYPE OF REPORTING PERSON

OO

 

(1) Represents Shares held in the name of Golden Eight.  Mr. Yu is the sole director of Golden Eight.  Golden Eight is wholly owned by the Trust. J.P. Morgan is trustee of the Trust and disclaims beneficial ownership of the reported securities, and this Amendment No. 1 to Schedule 13D shall not be deemed an admission that J.P. Morgan is the beneficial owner of the reported securities for any purposes.  Mr. Yu has sole power of revocation over the Trust and is the sole member of the Investment Committee of the Trust. As such, Mr. Yu has voting and investment control directly over the securities held by the Trust and indirectly over the securities held by Golden Eight.

 

 
 

 


 

CUSIP No. 370853 10 3  Page 5                        

 

Item 1. Security and Issuer  

 

This Amendment No. 1 to Schedule 13D is being filed to amend the Schedule 13D filed by the undersigned on March 19, 2010 (“Schedule 13D”) with respect to the following:

 

  Class of Securities: Common Shares, $0.001 Par Value (the “Shares”)
     
  Name of Issuer: GENERAL STEEL HOLDINGS, INC. (the “Issuer”)
     
  Address of Issuer: Level 21, Tower B, Jiaming Center
    No. 27 Dong San Huan North Road
    Chaoyang District
    Beijing, China 100020
     
     
Item 2. Identity and Background  

 

  (a), (f) This Amendment No. 1 to Schedule 13D is being filed by Zuosheng Yu, a citizen of the People’s Republic of China (“Mr. Yu”), Golden Eight Investments Limited, a British Virgin Island corporation (“Golden Eight”) and The GSI Family Trust U/A/D 01/21/10 (the “Trust”) (collectively, the “Reporting Persons”).  The Trust is established under the laws of Delaware.
     
  (b) The principal business address of Mr. Yu and Golden Eight is c/o General Steel Holdings, Inc., Level 21, Tower B, Jiaming Center, No. 27 Dong San Huan North Road, Chaoyang District, Beijing, China 100020. The principal business address of the Trust is J.P. Morgan Trust Company of Delaware, as trustee, 500 Stanton Christiana Road, Newark, Delaware 19713.
     
  (c) Zuosheng Yu is the Chief Executive Officer and Chairman of the Board of Directors of the Issuer.
     
  (d) During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors).
     
  (e) During the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction that resulted in such Reporting Person being 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.

 

Item 3. Source and Amount of Funds or Other Consideration

 

There is no material change to the information set forth in Item 3 of Schedule 13D.

 

On July 14, 2014, Mr. Yu and the Issuer entered into a Subscription Agreement (the "Subscription Agreement"), relating to a private placement of the five million (5,000,000) Shares (the “Purchase Shares”). On October 23, 2014, after certain closing conditions contained in the Subscription Agreement were satisfied, the transaction closed and the Issuer sold to Mr. Yu the Purchase Shares at a purchase price of $1.50 per Share (the "Purchase Price"), upon receipt of $7,500,000 in gross proceeds in accordance with the terms of the Subscription Agreement, which were paid from personal funds of Mr. Yu. The Purchase Price represented a 23% premium to the volume weighted average closing price of the Shares from March 5, 2014 to July 11, 2014, which ranged from $0.90 to $1.47 per Share during the period. Upon completion of this transaction, Mr. Yu beneficially owned 44.7% of the Shares.

 

From time to time, Mr. Yu has received shares of restricted common stock as incentive awards from the Issuer pursuant and subject to the Issuer's 2008 Equity Incentive Plan, as amended.

 

 
 

 


 

CUSIP No. 370853 10 3  Page 6                        

 

Item 4. Purpose of Transaction

 

The securities of the Issuer were acquired or disposed by the Reporting Persons as set forth in Item 3, above, of this Amendment No. 1 to Schedule 13D, which is hereby incorporated by reference.

 

In an effort to protect their investment, as well as to maximize shareholder value, the Reporting Persons may acquire additional Shares, dispose of all or some of these Shares from time to time, or may continue to hold the Shares, depending on business and market conditions, its continuing evaluation of the business and prospects of the Issuer and other factors.  Any future decisions of the Reporting Persons to take any such actions with respect to the Issuer of its securities will take into account various factors, including the prospects of the Issuer, general market and economic conditions and other factors deemed relevant.

 

The Reporting Persons have no current plans or proposals which relate to or would result in any of the following:

 

(a)           The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;

 

(b)           An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;

 

(c)           A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;

 

(d)           Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;

 

(e)           Any material change in the present capitalization or dividend policy of the Issuer;

 

(f)           Any other material change in the Issuer’s business or corporate structure including, but not limited to, if the Issuer is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by Section 13 of the Investment Company Act of 1940;

 

(g)           Changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;

 

(h)           Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

 

(i)           A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or

 

(j)           Any action similar to any of those enumerated above.

  

Item 5. Interest in Securities of the Issuer

 

(a-b)  As of the date hereof, Mr. Yu may be deemed to be the beneficial owner of 27,203,900 Shares, constituting 44.7% of the outstanding common Shares of the Issuer, based upon the 60,922,382 Shares outstanding as of December 4, 2014.  Mr. Yu has the sole power to vote and dispose of the Shares held in his name.  Mr. Yu, by virtue of being the settlor of the Trust with sole power of revocation and serving as the sole member of the Investment Committee of the Trust, has voting and investment control over the securities held by the Trust.  Mr. Yu indirectly has sole voting and investment control over the securities held by Golden Eight by virtue of having sole voting and investment control over the securities held by the Trust which holds the sole outstanding share of Golden Eight.  In addition, Mr. Yu serves as sole director of Golden Eight.

 

 
 

 


 

CUSIP No. 370853 10 3  Page 7                        


 

As of the date hereof, Golden Eight may be deemed to be the beneficial owner of 14,000,000 Shares, constituting 23.0% of the outstanding Shares of the Issuer, based upon the 60,922,382 Shares outstanding as of December 4, 2014.  

 

As of the date hereof, the Trust, by virtue of its holding the sole outstanding share of Golden Eight, may be deemed to be the beneficial owner of 14,000,000 Shares, constituting 23.0% of the outstanding Shares of the Issuer, based upon the 60,922,382 Shares outstanding as of December 4, 2014.

 

(c)  On October 23, 2014, the Subscription Agreement closed, and Mr. Yu purchased 5,000,000 Shares, as set forth in Item 3 of this Amendment No. 1 to Schedule 13D.

 

(d)  Not applicable to any of the Reporting Persons.

 

(e)  Not applicable to any of the Reporting Persons.

 

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

 

The information contained in Item 3 of this Amendment No. 1 to Schedule 13D is incorporated herein by reference.

 

Item 7. Material to be Filed as Exhibits

 

The following documents are filed as exhibits:

 

     
Exhibit Number   Description of Exhibits
     
99.1   Agreement and Plan of Merger dated as of October 14, 2004, by and among American Construction Co., Northwest Steel Company, and General Steel Investment Co., Ltd. (included as Exhibit 2.1 to the Form 8-K/A filed by the Issuer with the United States Securities and Exchange Commission (the “SEC”) on October 19, 2004 and incorporated herein by reference).
     
99.2   Joint Filing Agreement dated March 19, 2010, by and between Zuosheng Yu, Golden Eight Investments Limited and The GSI Family Trust U/A/D 01/21/10. (included as Exhibit 99.3 to Schedule 13D and incorporated herein by reference).
     
99.3  

Subscription Agreement (included as Exhibit 10.1 to the Form 8-K filed by the Issuer with the SEC on July 18, 2014 and incorporated herein by reference).

 

 
 

 


 

CUSIP No. 370853 10 3  Page 8                        

 

SIGNATURES

 

After reasonable inquiry and to the best of its, his or her knowledge and belief, each of the undersigned certifies that the information set forth in this Statement is true, complete and correct.

 

Date:      December 23, 2014 Zuosheng Yu, individually  
       
       
  /s/ Zuosheng Yu  
       
       
Date:      December 23, 2014 Golden Eight Investments Limited  
       
       
  By:  /s/ Zuosheng Yu  
  Zuosheng Yu, Director  
       
       
Date:      December 23, 2014 The GSI Family Trust U/A/D 01/21/10  
  By: J.P. Morgan Trust Company of Delaware, as trustee  
       
       
  By:  /s/ Michael B. Yulsman  
  Michael B. Yulsman, Executive Director