formsc13da.htm

0001140361-11-029361.txt : 20110523 0001140361-11-029361.hdr.sgml : 20110523 20110523172932 ACCESSION NUMBER: 0001140361-11-029361 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20110523 DATE AS OF CHANGE: 20110523 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 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-83714 FILM NUMBER: 11866043 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: New Vernon Aegir Master Fund Ltd. CENTRAL INDEX KEY: 0001510223 IRS NUMBER: 980683760 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 799 CENTRAL AVENUE, SUITE 350 CITY: HIGHLAND PARK STATE: IL ZIP: 60035 BUSINESS PHONE: 847-926-5712 MAIL ADDRESS: STREET 1: 799 CENTRAL AVENUE, SUITE 350 CITY: HIGHLAND PARK STATE: IL ZIP: 60035 SC 13D/A 1 formsc13da.htm NEW VERNON AEGIR MASTER FUND LTD SC 13D/A 5-23-2011 formsc13da.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

ChinaEDU Corporation

(Name of Issuer)

Ordinary Shares in the form of American Depositary Shares

(Title of Class of Securities)

16945L107

(CUSIP Number)

Trent Stedman

799 Central Avenue

Suite 350

Highland Park, Illinois 60035

(201) 793-0515

Copy to:

Mark D. Wood

525 W. Monroe Street

Chicago, IL 60661

(312) 902-5493

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

May 23, 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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. o

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).

ITEM 1.

SECURITY AND ISSUER

This Amendment No. 1 (the “Amendment”) amends and supplements the Schedule 13D originally filed with the Securities and Exchange Commission (the “Commission”) on April 25, 2011 (the “Schedule 13D”), by New Vernon Aegir Master Fund Ltd., New Vernon Investment Management LLC, New Vernon Partners LLC, Trent Stedman and Thomas Patrick (the “Reporting Persons”) relating to ordinary shares in the form of American Depositary Shares (“ADSs”) issued by ChinaEDU Corporation (the “Issuer”), the principal executive office of which is located at 4th Floor-A, GeHua Building, No. 1 QinglongHutong, Dongcheng District, Beijing, 100007 People’s Republic of China. Capitalized terms used but not otherwise defined in this Amendment shall have the meanings ascribed to such terms in the Schedule 13D.

ITEM 4.

Purpose of Transaction

This Amendment amends and restates Item 4 of the Schedule 13D in its entirety as set forth below:

The Reporting Persons purchased ADSs from time-to-time between August 8, 2008 and March 1, 2011. At the time of such purchases, the Reporting Persons believed the ADSs were undervalued and represented an attractive investment opportunity. The purchases of the ADSs were made in the Reporting Persons' ordinary course of business and were not made for the purpose of acquiring control of the Issuer.

The Reporting Persons believe the ADSs are significantly undervalued and have now determined to evaluate measures aimed at enhancing shareholder value for the benefit of all of the Issuer’s shareholders. In connection with this process, from time-to-time, representatives of the Reporting Persons have had conversations with the Issuer's management, including the Chief Executive Officer, as well as other significant shareholders of the Issuer. Discussions to date have related primarily to the business and operations, financial performance, capital structure and valuation of the Issuer. In addition, on May 23, 2011 the Reporting Persons sent to the board of directors of the Issuer a letter requesting the board to form a non-executive committee to engage advisors and explore measures to deliver value and liquidity to the shareholders of the Issuer, including, without limitation, the sale of the Issuer, the outright sale or sale-leaseback of the Issuer’s real estate holdings and payment of an extraordinary dividend funded with the excess cash on the Issuer’s balance sheet and proceeds of such real estate transaction. In such letter the Reporting Persons also specifically requested the opportunity to discuss the foregoing matters with the Issuer’s board of directors. A copy of such letter is attached hereto as Exhibit 99.1.

The Reporting Persons may take such additional actions with respect to their investment in the Issuer as they deem appropriate, including, without limitation, communications with the Issuer’s management and board of directors, conversations with other shareholders or industry participants, and engaging investment bankers or other advisors. Discussions may include, without limitation, proposals to the Issuer, other shareholders or industry participants concerning changes to the capitalization, ownership structure, board composition, or operations of the Issuer (including, for example, taking the company private, the sale of non-core assets, or payment of one or more extraordinary dividends).

The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors including the Issuer’s financial position and strategic direction, the outcome of the discussions referenced above, actions taken by the Issuer's board of directors, other investment opportunities available to the Reporting Persons, price levels of the shares, and conditions in the securities markets and the economy in general, the Reporting Persons may in the future acquire additional securities of the Issuer or dispose of some or all of the securities of the Issuer beneficially owned by them, or take any other actions with respect to their investment in the Issuer permitted by law, including any or all of the actions set forth in paragraphs (a)-(j) of Item 4 of Schedule 13D.

The Reporting Persons have no present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a)-(j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon completion of any of the actions discussed herein.

ITEM 7.

MATERIALS TO BE FILED AS EXHIBITS

99.1	Letter, dated May 23, 2011, from the Reporting Persons to the board of directors of the Issuer.

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 as of May 23, 2011	New Vernon Aegir Master Fund Ltd.
	By:	New Vernon Partners LLC


	By:	/s/ Trent Stedman
		Trent Stedman

Dated as of May 23, 2011	New Vernon Investment Management LLC


	By:	/s/ Trent Stedman
		Trent Stedman

Dated as of May 23, 2011	New Vernon Partners LLC


	By:	/s/ Trent Stedman
		Trent Stedman


Dated as of May 23, 2011	/s/ Trent Stedman
	Trent Stedman


Dated as of May 23, 2011	/s/ Thomas Patrick
	Trent Stedman, Authorized Signatory for Thomas Patrick*

* Pursuant to Power of Attorney previously filed.

EX-99.1 2 ex99_1.htm EXHIBIT 99.1 ex99_1.htm

Exhibit 99.1

May 23, 2011

Board of Directors

ChinaEDU Corporation

Gehua Tower, Fourth Floor - A

Qinglong Hutong No. 1, Beijing 100007

PRC China

To the Board of Directors of ChinaEDU Corporation:

The New Vernon Aegir Master Fund Ltd. (the “Fund”) and individuals and entities that exercise control over, or may be deemed to be part of a group with, the Fund collectively (“we”) own 1,625,456 ADSs of ChinaEDU Corporation (“CEDU” or the “Company”).

On April 25, 2011 we made a filing on Form 13-D with the United States Securities and Exchange Commission (“SEC”) that stated our intention to evaluate measures to enhance value for all of CEDU’s shareholders.

Since our filing, we have made two requests to CEO Julia Huang to arrange conversations with members of the Company’s board of directors to discuss our concerns. The Company rejected the first and ignored the second of these requests. Accordingly, we are directing this communication to the board of directors of the Company.

In short, we do not believe the plan described by management on the Company’s March 15, 2011 earnings conference call will succeed in either building the intrinsic value of the business or attracting the interest of the market. This plan is reminiscent of management’s past diversification efforts, which have provided poor overall returns for the Company.

Furthermore, we are concerned that management may be tempted to use the Company’s excess cash balance as it reaches for new sources of growth. If this cash is squandered in the speculative pursuit of new business or on questionable acquisitions, shareholders will be harmed.

Subsequent to our 13-D filing, we have been in contact with a number of significant shareholders of CEDU. Based on these conversations, it appears other shareholders representing a substantial percentage of the Company’s outstanding shares have at various times in the past separately expressed similar concerns to Ms. Huang. We do not know if the board is aware of our request to speak with the board or the views of other shareholders which previously have been communicated to Ms. Huang.

Surely you are aware that CEDU’s stock has significantly underperformed the market and leading Chinese education stocks since mid-2009. We believe it is time for the board to take the Company in a different direction.

We would like the board to form a non-executive committee to engage advisors and explore measures to deliver value and liquidity to the shareholders of CEDU. In addition to considering the sale of CEDU, these advisors should evaluate the outright sale or sale-leaseback of the Company’s real estate holdings and payment of an extraordinary dividend funded with the excess cash on the balance sheet and proceeds of such a real estate transaction.

In addition, we specifically request the opportunity to discuss these matters with the board before or in conjunction with the Company’s upcoming board meeting.

Sincerely,

/s/ Trent Stedman

Trent Stedman