SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS
THERETO FILED PURSUANT TO RULE 13-2(a)
(AMENDMENT NO. _____)*
Pacific Ethanol, Inc.
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(Name of Issuer)
Common Stock, $.001 par value per share
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(Title of Class of Securities)
69423U 10 7
(CUSIP Number)
Ryan Turner, Chief Operating Officer, 5711 N. West Avenue, Fresno, CA 93711,
(559) 435-1771
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
March 23, 2005
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(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), 13d-1(f) or 13d-1(g), check the following
box.
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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.
(continued on following pages)
(Page 1 of 7 Pages)
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*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 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. 69423U 10 7 SCHEDULE 13D Page 2 of 7
Exhibit A
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
WILLIAM L. JONES
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) | |
(b) | |
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) | |
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
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NUMBER OF 7 SOLE VOTING POWER
SHARES 2,500,000
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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8 SHARED VOTING POWER
0
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9 SOLE DISPOSITIVE POWER
2,500,000
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,500,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | |
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.0% (1)
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14 TYPE OF REPORTING PERSON
IN
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(1) The number of outstanding shares for purposes of this
calculation consists of 27,721,985 shares outstanding as of
March 23, 2005.
CUSIP No. 69423U 10 7 SCHEDULE 13D Page 3 of 7
ITEM 1. SECURITY AND ISSUER.
The securities that are the subject of this statement consist of common
stock, $.001 par value per share, of Pacific Ethanol, Inc., a Delaware
corporation formerly known as Accessity Corp. (the "Issuer"). The names and the
address of the principal executive officers of the Issuer are as follows:
Principal Executive Officers: Neil M. Koehler,
Chief Executive Officer and President
Ryan Turner,
Chief Operating Officer and Secretary
Maria Tharpe, Chief Financial Officer
Address: Pacific Ethanol, Inc.
5711 N. West Avenue
Fresno, CA 93711
ITEM 2. IDENTITY AND BACKGROUND.
(a) William L. Jones, an individual (referred to herein as the
"Reporting Person").
(b) The business address for the Reporting Person is:
Pacific Ethanol, Inc.
5711 N. West Avenue
Fresno, CA 93711
(c) The principal occupation of the Reporting Person is as the Chairman
of the Issuer. The Issuer's address is given in subsection (b) above.
(d) - (e) During the last five years the Reporting Person has not, (i)
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors); or (ii) been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction where 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.
(f) The Reporting Person is a citizen of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
As described in Item 4 below, the Reporting Person acquired its shares
of common stock of the Issuer by way of a share exchange transaction, with the
consideration for the Reporting Person's acquisition of shares of Issuer common
stock being the Reporting Person's shares of common stock of Pacific Ethanol,
Inc., a California corporation ("PEI California"). The disclosures set forth in
Item 4 are incorporated herein by reference.
ITEM 4. PURPOSE OF TRANSACTION.
On March 23, 2005, the Issuer completed a share exchange transaction
(the "Share Exchange Transaction") with the shareholders of PEI California and
the holders of the membership interests of each of Kinergy Marketing, LLC, an
Oregon limited liability company ("Kinergy"), and ReEnergy, LLC, a California
limited liability company ("ReEnergy"), pursuant to which the Issuer acquired
all of the issued and outstanding capital stock of PEI California and all of the
outstanding membership interests of Kinergy and ReEnergy.
CUSIP No. 69423U 10 7 SCHEDULE 13D Page 4 of 7
The Issuer's predecessor, Accessity Corp., a New York corporation,
entered into a Share Exchange Agreement dated as of May 14, 2004, as amended on
July 30, 2004, October 1, 2004, January 7, 2005, February 16, 2005 and March 3,
2005 with PEI California, Kinergy, ReEnergy and the holders of the capital stock
and membership interests thereof.
Prior to the consummation of the Share Exchange Transaction, Accessity
reincorporated in the State of Delaware under the name "Pacific Ethanol, Inc"
through a merger of Accessity with and into its then-wholly-owned Delaware
subsidiary named Pacific Ethanol, Inc., which was formed for the purpose of
effecting the reincorporation (the "Reincorporation Merger"). In connection with
the Reincorporation Merger, the shareholders of Accessity became stockholders of
the Issuer and the Issuer succeeded to the rights, properties and assets and
assumed the liabilities of Accessity. Also in connection with the
Reincorporation Merger, the former shareholders of Accessity became the
shareholders of the Issuer and holders of options and warrants to acquire shares
common stock of Accessity became holders of options and warrants of the Issuer.
In the Share Exchange Transaction, PEI California shareholders received
one share of the Issuer's common stock for each share of PEI California common
stock they owned, the sole limited liability company member of Kinergy received
38,750 shares of the Issuer's common stock for each one percent of outstanding
limited liability company interest he owned, and the limited liability company
members of ReEnergy received 1,250 shares of the Issuer's common stock for each
one percent of outstanding limited liability company interest they owned. In
addition, holders of options and warrants to acquire shares of common stock of
PEI California became holders of warrants to acquire an equal number of shares
of the Issuer's common stock.
Except as described in Item 4, the Reporting Person does not have any
plans or proposals that relate to or would result in: (i) the acquisition of
additional securities of the Issuer, or the disposition of securities of the
Issuer; (ii) any extraordinary corporate transaction; (iii) any sale or transfer
of a material amount of assets of the Issuer or any of its subsidiaries; (iv)
any change in the present board of directors or management of the Issuer; (v)
any material change in the present capitalization or dividend policy of the
Issuer; (vi) any other material change in the Issuer's business or corporate
structure; (vii) any 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; (viii) 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; (ix) a class of equity securities of the Issuer
becoming eligible for termination of registration pursuant to Section 12(g)(4)
of the Securities Exchange Act of 1934; or (x) any action similar to any of
those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The Reporting Person beneficially owns 2,500,000 shares of common
stock of the Issuer, which equals approximately 9.0% of the outstanding shares
of common stock of the Issuer as of March 23, 2005.
(b) The Reporting Person has sole voting and dispositive power as to
2,500,000 shares.
(c) Other than as described above in Item 4, the Reporting Person has
not effected any transactions in the Issuer's common stock during the past 60
days.
CUSIP No. 69423U 10 7 SCHEDULE 13D Page 5 of 7
(d) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
The Reporting Person is a party to that certain Voting Agreement (the
"Voting Agreement") dated October 27, 2003 by and among Southern Counties Oil
Co., a California limited partnership ("SCOC"), and the Reporting Person and
Maurine Jones, husband and wife, Ryan Turner and Wendy Turner, husband and wife,
and Andrea Jones, an individual, each of whom is also a shareholder of the
Issuer (collectively, the "Shareholders"). Such Voting Agreement provides that
the Shareholders must vote no less than 1,700,001 of their collective shares
(the "Allocated Shares") in favor of Frank P. Greinke's candidacy as a member of
the Issuer's (formerly PEI California's) Board of Directors. Mr. Greinke is the
Chief Executive Officer of the general partner of SCOC and is also a director of
the Issuer. The Shareholders have the exclusive right to vote the Allocated
Shares as they wish with regard to all other matters. The Voting Agreement also
provides that the Shareholders may not transfer the Allocated Shares without
SCOC's written consent. SCOC consented to the transfer of the Allocated Shares
in connection with the Share Exchange Transaction described in Item 4 above.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
2.1 Agreement and Plan of Merger dated March 23, 2005 between the
Company and Accessity Corp. (1)
2.2 Share Exchange Agreement dated as of May 14, 2004 by and among
Accessity Corp., Pacific Ethanol, Inc., Kinergy Marketing,
LLC, ReEnergy, LLC and the other parties named therein (1)
2.3 Amendment No. 1 to Share Exchange Agreement dated as of July
29, 2004 by and among Accessity Corp., Pacific Ethanol, Inc.,
Kinergy Marketing, LLC, ReEnergy, LLC and the other parties
named therein (1)
2.4 Amendment No. 2 to Share Exchange Agreement dated as of
October 1, 2004 by and among Accessity Corp., Pacific Ethanol,
Inc., Kinergy Marketing, LLC, ReEnergy, LLC and the other
parties named therein (1)
2.5 Amendment No. 3 to Share Exchange Agreement dated as of
January 7, 2005 by and among Accessity Corp., Pacific Ethanol,
Inc., Kinergy Marketing, LLC, ReEnergy, LLC and the other
parties named therein (1)
2.6 Amendment No. 4 to Share Exchange Agreement dated as of
February 16, 2005 by and among Accessity Corp., Pacific
Ethanol, Inc., Kinergy Marketing, LLC, ReEnergy, LLC and the
other parties named therein (1)
2.7 Amendment No. 5 to Share Exchange Agreement dated as of March
3, 2005 by and among Accessity Corp., Pacific Ethanol, Inc.,
Kinergy Marketing, LLC, ReEnergy, LLC and the other parties
named therein (1)
9.1 Voting Agreement dated as of October 27, 2003 by and among
Southern Counties Oil Co., a California limited partnership,
William L. Jones and Maurine Jones, Ryan Turner and Wendy
Turner, and Andrea Jones
CUSIP No. 69423U 10 7 SCHEDULE 13D Page 6 of 7
(1) Filed as an exhibit to the Issuer's current report on Form 8-K
for March 23, 2005 and incorporated herein by reference.
CUSIP No. 69423U 10 7 SCHEDULE 13D Page 7 of 7
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.
March 31, 2005
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(Date)
/s/ William L. Jones, an individual
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(Signature)