0001193125-12-006647.txt : 20120109 0001193125-12-006647.hdr.sgml : 20120109 20120109164301 ACCESSION NUMBER: 0001193125-12-006647 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20120109 DATE AS OF CHANGE: 20120109 GROUP MEMBERS: FIR TREE CAPITAL OPPORTUNITY MASTER FUND, L.P. GROUP MEMBERS: FIR TREE INC. GROUP MEMBERS: FIR TREE VALUE MASTER FUND, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CHINACAST EDUCATION CORP CENTRAL INDEX KEY: 0001261888 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EDUCATIONAL SERVICES [8200] IRS NUMBER: 200178991 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-79765 FILM NUMBER: 12517899 BUSINESS ADDRESS: STREET 1: SUITE 08, 20/F, ONE INTL FINANCE CENTRE STREET 2: 1 HARBOUR VIEW STREET CITY: CENTRAL, STATE: K3 ZIP: 00000 BUSINESS PHONE: (852) 3960 6506 MAIL ADDRESS: STREET 1: SUITE 08, 20/F, ONE INTL FINANCE CENTRE STREET 2: 1 HARBOUR VIEW STREET CITY: CENTRAL, STATE: K3 ZIP: 00000 FORMER COMPANY: FORMER CONFORMED NAME: GREAT WALL ACQUISITION CORP DATE OF NAME CHANGE: 20030829 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FIR TREE INC. CENTRAL INDEX KEY: 0001056491 IRS NUMBER: 133745261 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 505 FIFTH AVENUE STREET 2: 23RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2123983500 MAIL ADDRESS: STREET 1: 505 FIFTH AVENUE STREET 2: 23RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 FORMER COMPANY: FORMER CONFORMED NAME: FIR TREE INC DATE OF NAME CHANGE: 19990510 SC 13D/A 1 d279634dsc13da.htm SCHEDULE 13D/A Schedule 13D/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

 

 

 

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

 

January 9, 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.


SCHEDULE 13D

 

CUSIP No. 16946T109   Page 5 of 6 Pages

This Amendment No. 2 to Schedule 13D (“Amendment No. 2”) 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. Amendment No. 2 amends and supplements the Schedule 13D filed by the Reporting Persons with respect to the common stock of the Company on December 2, 2011, as amended and supplemented by Amendment No. 1 to the Schedule 13D filed by the Reporting Persons on December 14, 2011.

Item 4. Purpose of the Transaction.

Item 4 is hereby supplemented as follows:

On January 9, 2012, Fir Tree issued a press release in response to Ned Sherwood’s press release dated January 9, 2012. A copy of this press release is attached as Exhibit 1 to this Amendment No. 2.

Exhibit 1         Press release issued by Fir Tree, dated January 9, 2012.


SCHEDULE 13D

 

CUSIP No. 16946T109   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: January 9, 2012       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
EX-1 2 d279634dex1.htm EXHIBIT 1 Exhibit 1

Exhibit 1

Fir Tree Partners

FIR TREE PARTNERS COMMENTS ON SHERWOOD ANNOUNCEMENT RELATED TO

CHINACAST EDUCATION CORPORATION

NEW YORK (January 9, 2012) – Fir Tree Partners, a major shareholder of ChinaCast Education Corporation (Nasdaq GS: CAST, the “Company”), today issued the following statement in response to a press release issued by Ned Sherwood, dated January 9, 2012, which asserted that if Mr. Sherwood is elected to the Company’s Board of Directors, he will not serve as Fir Tree’s designee to the Board of Directors:

“Fir Tree Partners believes the announcement by Ned Sherwood removes any question that in the event Mr. Sherwood is elected to the Board, Fir Tree would have the right under our agreement with the Company to designate a director other than Mr. Sherwood, and that the Company would have the obligation to cause our designee to be elected or appointed to the Board. When Fir Tree originally put forth Mr. Sherwood as our designee to the Board, we believed that his presence on the Board would be highly beneficial and would add an important voice to the Company. We continue to believe that is the case, and we respect his decision to run for election to the Company’s Board on his own and not as Fir Tree’s designee.”

Pursuant to the Letter Agreement, dated June 27, 2008, between the Company, Fir Tree Value Mast Fund, L.P. and Fir Tree Capital Opportunity Master Fund, L.P. (together with Fir Tree Inc., “Fir Tree”), Fir Tree has the right to designate one (or more if the size of the Board of Directors of the Company is increased to eight or more members) individual to be elected or appointed to the Company’s Board of Directors, subject to the terms set forth in such Letter Agreement.

About Fir Tree Partners

Fir Tree Partners, founded in 1994 and located in New York, NY (HQ) and Miami, FL, is a private investment firm, which manages approximately $7 billion of assets on behalf of leading endowments, foundations, public and private pension funds and other institutional and private investors. Fir Tree invests worldwide in public and private companies and real estate across a wide variety of sectors and securities.

# # #

For More Information Contact:

Scott Tagliarino or Katrina Allen

ASC Advisors LLC

(203) 992-1230