UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
| ChinaCast Education Corporation |
(Name of issuer)
| Common Stock, par value $0.0001 |
(Title of class of securities)
| 16946T109 |
(CUSIP number)
| Brian Meyer Fir Tree Inc. 505 Fifth Avenue 23rd Floor New York, New York 10017 Tel. No.: (212) 599-0090 |
(Name, address and telephone number of person authorized to receive notices and communications)
| — with a copy to — Jeffrey C. Cohen Linklaters LLP 1345 Avenue of the Americas New York, NY 10105 December 13, 2011 |
(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. x
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.
| * | 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).
SCHEDULE 13D
| CUSIP No. 16946T109 | Page 2 of 6 Pages |
| (1) |
Names of reporting persons
Fir Tree Inc. | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) ¨
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds (see instructions)
WC | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
¨ | |||||
| (6) | Citizenship or place of organization
New York | |||||
| Number of shares beneficially owned by each reporting person with: |
(7) | Sole voting power
0 | ||||
| (8) | Shared voting power
6,452,423 | |||||
| (9) | Sole dispositive power
0 | |||||
| (10) | Shared dispositive power
6,452,423 | |||||
| (11) |
Aggregate amount beneficially owned by each reporting person
6,452,423 | |||||
| (12) |
Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
| |||||
| (13) |
Percent of class represented by amount in Row (11)
13.2% | |||||
| (14) |
Type of reporting person (see instructions)
CO | |||||
SCHEDULE 13D
| CUSIP No. 16946T109 | Page 3 of 6 Pages |
| (1) |
Names of reporting persons
Fir Tree Value Master Fund, L.P. | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) ¨
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds (see instructions)
WC | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
¨ | |||||
| (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
5,422,241 | |||||
| (9) | Sole dispositive power
0 | |||||
| (10) | Shared dispositive power
5,422,241 | |||||
| (11) |
Aggregate amount beneficially owned by each reporting person
5,422,241 | |||||
| (12) |
Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
| |||||
| (13) |
Percent of class represented by amount in Row (11)
11.1% | |||||
| (14) |
Type of reporting person (see instructions)
PN | |||||
SCHEDULE 13D
| CUSIP No. 16946T109 | Page 4 of 6 Pages |
| (1) |
Names of reporting persons
Fir Tree Capital Opportunity Master Fund, L.P. | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) ¨
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds (see instructions)
WC | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
¨ | |||||
| (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
1,030,182 | |||||
| (9) | Sole dispositive power
0 | |||||
| (10) | Shared dispositive power
1,030,182 | |||||
| (11) |
Aggregate amount beneficially owned by each reporting person
1,030,182 | |||||
| (12) |
Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
| |||||
| (13) |
Percent of class represented by amount in Row (11)
2.1% | |||||
| (14) |
Type of reporting person (see instructions)
PN | |||||
Note to Schedule 13D:
This Schedule 13D is being filed by Fir Tree Inc. (“Fir Tree”) on behalf of Fir Tree Value Master Fund, L.P. (“Fir Tree Value”) and Fir Tree Capital Opportunity Master Fund, L.P. (“Fir Tree Capital”) (Fir Tree, Fir Tree Value and Fir Tree Capital are collectively referred to hereinafter as the “Reporting Persons”). Fir Tree is the investment manager to Fir Tree Value and Fir Tree Capital, and has the authority to cause them to purchase securities issued by ChinaCast Education Corporation (the “Issuer”) and to exercise any and all voting right associated with such securities.
The filing of this statement on Schedule 13D shall not be construed as an admission that Fir Tree, Fir Tree Value or Fir Tree Capital is for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, the beneficial owner of any of the 6,452,423 shares of Common Stock owned by Fir Tree Value and Fir Tree Capital. Pursuant to Rule 13d-4, Fir Tree, Fir Tree Value and Fir Tree Capital disclaim all such beneficial ownership.
Page 5 of 6 Pages
This Amendment No. 1 to Schedule 13D (this “Amendment”) is being filed by Fir Tree Inc. (“Fir Tree”) on behalf of Fir Tree Value Master Fund, L.P. (“Fir Tree Value”) and Fir Tree Capital Opportunity Master Fund, L.P. (“Fir Tree Capital”) (Fir Tree, Fir Tree Value and Fir Tree Capital are collectively referred to hereinafter as the “Reporting Persons”). Fir Tree is the investment manager to Fir Tree Value and Fir Tree Capital, and has the authority to cause them to purchase securities issued by ChinaCast Education Corporation (the “Company”) and to exercise any and all voting right associated with such securities. This Amendment amends the Schedule 13D filed by the Reporting Persons with respect to the common stock of the Company on December 2, 2011.
Item 4. Purpose of the Transaction.
Item 4 is hereby supplemented as follows:
In light of the public statements made by both the Company and Ned Sherwood, Fir Tree sent a letter on December 13, 2011 to the Board of Directors of the Company requesting that the Annual meeting of Stockholders be postponed to allow stockholders sufficient time to process and understand the information now in the public domain. Furthermore, in the letter, Fir Tree sets forth its concerns regarding the Company’s actions with respect to Fir Tree’s designee to the Board of Directors and its belief that such actions have not complied with the Company’s obligations under the Letter Agreement, dated as of June 27, 2008, by and among the Company, Fir Tree Value Master Fund, L.P., and Fir Tree Capital Opportunity Master Fund, L.P. A copy of this letter is attached as an exhibit to this Amendment.
Item 7. Materials to be Filed as Exhibits.
| Exhibit 1 | Letter to the Board of Directors of ChinaCast Education Corporation, dated December 13, 2011. | |
Page 6 of 6 Pages
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
| Dated: December 13, 2011 | FIR TREE INC. | |||||
| By: | /s/ James Walker | |||||
| Name: James Walker | ||||||
| Title: Managing Director | ||||||
| FIR TREE VALUE MASTER FUND, L.P. | ||||||
| By: FIR TREE INC., its Manager | ||||||
| By: | /s/ James Walker | |||||
| Name: James Walker | ||||||
| Title: Managing Director | ||||||
| FIR TREE CAPITAL OPPORTUNITY MASTER FUND, L.P. | ||||||
| By: FIR TREE INC., its Manager | ||||||
| By: | /s/ James Walker | |||||
| Name: James Walker | ||||||
| Title: Managing Director | ||||||
Exhibit 1
Fir Tree Inc.
505 Fifth Avenue, 23rd Floor
New York, NY 10017
ChinaCast Education Corporation
Suite 08, 20/F One IFC
1 Harbour View Street
Central, Hong Kong
Attention: Ron Chan Tze Ngon
Chairman and Chief Executive Officer
| VIA FEDERAL EXPRESS AND EMAIL |
December 13, 2011 |
Re: Annual Meeting of Stockholders
Dear Members of the Board:
Fir Tree Inc. (“Fir Tree”) has been a long term investor in ChinaCast Education Corporation (the “Company”) with the goal of maximizing stockholder value in the Company. Fir Tree has reviewed recent filings made by the Company and Ned Sherwood with great concern. In light of the public statements made by both the Company and Mr. Sherwood over the last week and filing of a proxy statement today by Mr. Sherwood with a proposed new slate of nominees for the Board of Directors, Fir Tree strongly believes that holding the Annual Meeting of Stockholders (the “Annual Meeting”) on December 21, 2011 is no longer an appropriate or sensible course of action as stockholders need additional time to process and understand the information now in the public domain and evaluate the proposed Board nominees. Accordingly, Fir Tree requests that the Annual Meeting be postponed to allow stockholders sufficient time to determine what is in the best interest of the Company.
We further note that if Mr. Sherwood’s allegations are true, we would have great difficulty discerning the Company’s basis for declaring, as it did in its proxy supplement of December 8, 2011, that Mr. Sherwood is not a “Suitable Person” for re-election to the Board as defined in the Letter Agreement, dated as of June 27, 2008, by and among the Company, Fir Tree Value Master Fund, L.P., and Fir Tree Capital Opportunity Master Fund, L.P. (the “Fir Tree Agreement”). Moreover, the apparent change in heart by the Company with respect to our designee between the filing of the definitive proxy statement on November 14, 2011 and the filing of the proxy supplement on December 8, 2011, without any changes in the facts relating to our designee qualifying as a “Suitable Person” in the interim, is inexplicable. Finally, the Fir Tree Agreement contains no provision entitling the Company to take the actions it did in connection with the proxy supplement irrespective of whether Mr. Sherwood is a “Suitable Person.”
We are hopeful the governance issues currently facing the Company can be resolved expeditiously, but we believe this would be better done through a process that allows consideration by stockholders of the options facing the Company to determine the best path forward for the Company, without undue haste.
Yours sincerely,
/s/ David Sultan
David Sultan
Managing Director
Fir Tree Inc.