0000947871-11-000473.txt : 20110506 0000947871-11-000473.hdr.sgml : 20110506 20110506153047 ACCESSION NUMBER: 0000947871-11-000473 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110506 DATE AS OF CHANGE: 20110506 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ChinaEdu CORP CENTRAL INDEX KEY: 0001411419 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EDUCATIONAL SERVICES [8200] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-83714 FILM NUMBER: 11819160 BUSINESS ADDRESS: STREET 1: 12TH FLOOR, CAPTIAL TIMES SQUARE STREET 2: NO. 88 XICHANGAN STREET CITY: BEIJING STATE: F4 ZIP: 100031 BUSINESS PHONE: (8610) 8391 3168 MAIL ADDRESS: STREET 1: 12TH FLOOR, CAPTIAL TIMES SQUARE STREET 2: NO. 88 XICHANGAN STREET CITY: BEIJING STATE: F4 ZIP: 100031 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MCGRAW-HILL COMPANIES INC CENTRAL INDEX KEY: 0000064040 STANDARD INDUSTRIAL CLASSIFICATION: BOOKS: PUBLISHING OR PUBLISHING AND PRINTING [2731] IRS NUMBER: 131026995 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 1221 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10020 BUSINESS PHONE: 2125122000 MAIL ADDRESS: STREET 1: 1221 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10020 FORMER COMPANY: FORMER CONFORMED NAME: MCGRAW HILL INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: MCGRAW PUBLISHING CO DATE OF NAME CHANGE: 19670327 FORMER COMPANY: FORMER CONFORMED NAME: HILL PUBLISHING CO DATE OF NAME CHANGE: 19670327 SC 13G 1 ss118316_sc13g.htm SCHEDULE 13G
 

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549


SCHEDULE 13G


Under the Securities Exchange Act of 1934
(Amendment No. _)*


ChinaEdu Corporation
(Name of Issuer)


Ordinary Shares in the form of American Depositary Shares, par value $0.01 per share
(Title of Class of Securities)


16945L107
(CUSIP Number)


December 31, 2007
(Date of Event Which Requires Filing of this Statement)


Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 
¨
Rule 13d-1(b)
 
¨
Rule 13d-1(c)
 
þ
Rule 13d-1(d)

* 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 the disclosures provided in a prior cover page.

The information required in 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 (the “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).

 
    
 
 
 
 
    
CUSIP No.  16945L107
 SCHEDULE 13G
Page 2 of 6 Pages
         
1
Names of Reporting Persons
 
The McGraw-Hill Companies, Inc.
I.R.S. Identification No. 13-1026995
2
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) o
(b) o
 
 
3
SEC Use Only
 
 
4
Citizenship or Place of Organization
 
New York
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
Sole Voting Power
 
3,377,336 shares
6
Shared Voting Power
 
0
7
Sole Dispositive Power
 
3,377,336 shares
8
Shared Dispositive Power
 
0
9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
3,377,336 shares1
10
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
 
 
o
11
Percent of Class Represented in Amount in Row 9
 
7.0%2
12
Type of Reporting Person (See Instructions)
 
CO
 
  
1 The Reporting Person beneficially owns 1,125,778 American Depositary Shares, representing 3,377,334 underlying Ordinary Shares, and 2 Ordinary Shares.
 
2 Percentage is based on 48,087,388 Ordinary Shares outstanding as of June 22, 2010, as reported by the Issuer in its most recent Annual Report on Form 20-F filed June 30, 2010 with the Securities and Exchange Commission.
  
 
2
 
    
CUSIP No.  16945L107
 SCHEDULE 13G
Page 3 of 6 Pages
 
 
Item 1(a).
Name of Issuer
 
ChinaEdu Corporation
 
Item 1(b).
Address of Issuer’s Principal Executive Offices
 
4th Floor-A, GeHua Building
No. 1 QinglongHutong, Dongcheng District
Beijing, 100007 People’s Republic of China

Item 2(a).
Name of Person Filing
 
The McGraw-Hill Companies, Inc.
 
Item 2(b).
Address of Principal Business Office or, if None, Residence
 
1221 Avenue of the Americas
New York, New York  10020
 
Item 2(c).
Citizenship
 
New York
 
Item 2(d).
Title of Class of Securities
 
Ordinary Shares in the form of American Depositary Shares, par value $0.01 per share
 
Item 2(e).
CUSIP No.
 
16945L107
 
Item 3.
If This Statement is Filed Pursuant to Rules 13d-1(b) or 13d-2(b) or (c), Check Whether the Person Filing is a
 
 
(a)
¨
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
 
 
(b)
¨
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
 
 
(c)
¨
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
 
 
(d)
¨
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a–8);
 
 
(e)
¨
An investment adviser in accordance with §240.13d–1(b)(1)(ii)(E);
         
 
3
 
    
CUSIP No.  16945L107
 SCHEDULE 13G
Page 4 of 6 Pages
 
 
 
(f)
¨
An employee benefit plan or endowment fund in accordance with §240.13d–1(b)(1)(ii)(F);
 
 
(g)
¨
A parent holding company or control person in accordance with §240.13d–1(b)(1)(ii)(G);
 
 
(h)
¨
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
 
 
(i)
¨
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a–3);
 
 
(j)
¨
A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J);
 
 
(k)
¨
Group, in accordance with §240.13d–1(b)(1)(ii)(K).
   
Item 4.
Ownership
 
 
(a)
Amount beneficially owned:  3,377,336 shares.3
 
 
(b)
Percent of class:  7.0%.4
 
 
(c)
Number of shares as to which such person has:
 
 
(i)
sole power to vote or to direct the vote:  3,377,336 shares.
 
 
(ii)
shared power to vote or to direct the vote:  0.
 
 
(iii)
sole power to dispose or to direct the disposition of:  3,377,336 shares.
 
 
(iv)
shared power to dispose or to direct the disposition of:  0.
 
Item 5.
Ownership of Five Percent or Less of a Class
 
Not applicable.
 
Item 6.
Ownership of More than Five Percent on Behalf of Another Person
 
Not applicable.
 
 
 
3 The Reporting Person beneficially owns 1,125,778 American Depositary Shares, representing 3,377,334 underlying Ordinary Shares, and 2 Ordinary Shares.
 
4 Percentage is based on 48,087,388 Ordinary Shares outstanding as of June 22, 2010, as reported by the Issuer in its most recent Annual Report on Form 20-F filed June 30, 2010 with the Securities and Exchange Commission.
  
 
4
 
    
CUSIP No.  16945L107
 SCHEDULE 13G
Page 5 of 6 Pages
 
 
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company
 
Not applicable.
         
Item 8.
Identification and Classification of Members of the Group
 
Not applicable.
         
Item 9.
Notice of Dissolution of Group
 
Not applicable.
           
Item 10.
Certification
 
Not applicable.
 
 
 
 
 
 
 
 

 
 
5
 
    
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.

Dated:  May 6, 2011

 
 
  THE MCGRAW-HILL COMPANIES, INC.  
         
         
  By:    /s/ Karen E. Krause  
    Name:  Karen E. Krause  
    Title:  Vice President, Mergers & Acquisitions  
         

 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
6