UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment
No.__)*
CHINA DISTANCE EDUCATION HOLDINGS
LIMITED
(Name of Issuer)
ORDINARY SHARES**
AMERICAN DEPOSITARY
SHARES
(Title of Class of Securities)
16944W104***
(CUSIP Number)
Wang Zhi
18
th
Floor,
Xueyuan International Tower
1 Zhichun Road, Haidian District
Beijing
100083, People's Republic of China
+86 10 8231 9999
copies to:
Jenny Liu, Esq.
Sheppard
Mullin Richter & Hampton LLP
1717 Nanjing Road West
Shanghai 200040,
Peoples Republic of China
+86 21 2321 6000
(Name, Address and
Telephone Number of Person Authorized to Receive Notices and Communications)
November 18, 2008
(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. :.
Note
: Schedules filed in paper format shall include a
signed original and five copies of the schedule, including all exhibits.
See
§ 140.13d -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.
** Not for trading, but only in connection with the
registration of American Depositary Shares, each representing four ordinary
shares.
*** This CUSIP number applies to the American Depositary
Shares.
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
).
CUSIP No. 16944W104
|
SCHEDULE 13D
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Page 2 of 8
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS (ENTITIES ONLY)
BERTELSMANN
AG
*
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [_]
(b) [_]
|
3
|
SEC USE
ONLY
|
|
4
|
SOURCE OF FUNDS
AF
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT
TO ITEMS 2(d) OR 2(e)
[_]
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Federal
Republic of Germany
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
16,268,523
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
16,268,523
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
16,268,523
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES
[_]
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW (11
)
12.03%
|
14
|
TYPE OF REPORTING PERSON
CO
|
*
Bertelsmann AG is the immediate parent of
Bertelsmann Asia Investments AG (BAI) which is an investment vehicle used to
finance Bertelsmanns strategic investments. Foundations (Bertelsmann Stiftung,
Reinhard Mohn Stiftung, BVG-Stiftung) indirectly hold 80.9 percent of
Bertelsmann AGs shares, with the remaining 19.1 percent held indirectly by the
Mohn family. Bertelsmann Verwaltungsgesellschaft (BVG) controls all voting
rights at the Bertelsmann AG Annual General Meeting.
Based on 135,251,469 outstanding ordinary shares
as of June 13, 2011.
CUSIP No. 16944W104
|
SCHEDULE 13D
|
Page 3 of 8
|
15
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS (ENTITIES ONLY)
BERTELSMANN ASIA
INVESTMENTS AG
|
|
16
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [_]
(b) [_]
|
17
|
SEC
USE ONLY
|
|
18
|
SOURCE OF FUNDS
WC
|
|
19
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT
TO ITEMS 2(d) OR 2(e)
[_]
|
|
20
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Federal
Republic of Germany
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
21
|
SOLE VOTING POWER
0
|
22
|
SHARED VOTING POWER
16,268,523
|
23
|
SOLE DISPOSITIVE POWER
0
|
24
|
SHARED DISPOSITIVE POWER
16,268,523
|
25
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
16,268,523
|
26
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES
[_]
|
27
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW (11
)
12.03%
|
28
|
TYPE OF REPORTING PERSON
CO
|
______________________________
Based on
135,251,469 outstanding ordinary shares as of June 13, 2011.
CUSIP No. 16944W104
|
SCHEDULE 13D
|
Page 4 of 8
|
Item 1. Security and Issuer.
This statement on Schedule 13D (this Statement) supplements
the statement on Schedule 13G filed on November 13, 2008 (as amended by
Amendment No. 1 filed on December 3, 2008) which relates to the ordinary share,
par value $0.0001 per share (the "Share") of China Distance Education Holdings
Limited, a Cayman Islands corporation (the "Issuer"). The Issuer's principal
executive offices are located at 18
th
Floor, Xueyuan International
Tower, 1 Zhichun Road, Haidian District, Beijing, 100083, People's Republic of
China.
Item 2. Identity and Background.
(a) This Statement is being filed by the following reporting
persons: Bertelsmann AG, a German corporation, and Bertelsmann Asia Investments
AG (BAI), a Switzerland company (collectively, the "Reporting Persons").
(b) The address of the principal business office of Bertelsmann
AG is Carl-Bertelsmann-Strasse 270, D-33311 Gütersloh, Germany. The address of
the principal business office of BAI is Dammstrasse 19, CH-6300 Zug,
Switzerland.
(c) and (f) The jurisdiction of incorporation for Bertelsmann
AG is Federal Republic of Germany. The jurisdiction of incorporation for BAI is
Switzerland.
(d)-(e) During the last five years, neither Reporting Person
has been (A) convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (B) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and 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.
Item 3. Source and Amount of Funds or Other
Consideration.
In May 2008, BAI acquired 5,243,650 ordinary shares of the
Issuer from Champion Shine Trading Limited (Champion Shine) at a per share
price of $2.995966 for an aggregate purchase price of $15,709,797 pursuant to a
Share Purchase Agreement dated May 7, 2008 by and among by and among Champion
Shine Trading Limited, Bertelsmann Asia Investments AG and Zhu Zhengdong.
In July 2008, BAI acquired an aggregate of 1,750,000 ordinary
shares as represented by 437,500 ADSs from the open market.
The above purchases were funded from BAIs working capital.
In November 2008, pursuant to a Settlement Agreement dated
October 16, 2008, Champion Shine transferred an additional 9,274,873 ordinary
shares to BAI in settlement of all of the claims, obligations and liabilities
under the May 7, 2008 Share Purchase Agreement.
A copy of the Share Purchase Agreement and the Settlement
Agreement is attached hereto as
Exhibit 1
and
Exhibit 2
,
respectively. The description of the abovementioned documents contained herein
is qualified in its entirety by reference to Exhibits 1 and 2, which are
incorporated herein by reference.
Item 4. Purpose of Transaction.
The information set forth in Item 3 is hereby incorporated by
reference in this Item 4.
On November 18, 2008, Annabelle Yu Long, managing director of
BAI, became a director of the Issuer. The Reporting Persons 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) promulgated
under the Act.
Although each of the Reporting Persons has no present intention
to acquire securities of the Issuer, it intends to review its investment on a
regular basis and, as a result thereof, may at any time or from time to time
determine, either alone or as part of a group, (i) to acquire additional
securities of the Issuer, through open market purchases, privately negotiated
transactions or otherwise, (ii) to dispose of all or a portion of the securities
of the Issuer owned by it in the open market, in privately negotiated
transactions or otherwise or (iii) to take any other available course of action,
which could involve one or more of the types of transactions or have one or more
of the results described in the next paragraph of this Item 4. Any such
acquisition or disposition or other transaction would be made in compliance with
all applicable laws and regulations. Notwithstanding anything contained herein,
each of the Reporting Persons specifically reserves the right to change its intention with respect to any or all of such matters. In
reaching any decision as to its course of action (as well as to the specific
elements thereof), each of the Reporting Persons currently expects that it would
take into consideration a variety of factors, including, but not limited to, the
following: the Issuers business and prospects; other developments concerning
the Issuer and its businesses generally; other business opportunities available
to the Reporting Person; changes in law and government regulations; general
economic conditions; and money and stock market conditions, including the market
price of the securities of the Issuer.
CUSIP No. 16944W104
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SCHEDULE 13D
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Page 5 of 8
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Except as set forth in this Statement, the Reporting Persons
have made no proposals, and entered into no agreements, which would be related
to or would result in:
|
(a)
|
The acquisition of additional securities of the Issuer,
or the disposition of securities of the Issuer by any person;
|
|
|
|
|
(b)
|
An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its
subsidiaries;
|
|
|
|
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(c)
|
A sale or transfer of a material amount of assets of the
Issuer or any of its subsidiaries;
|
|
|
|
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(d)
|
Any change in the present Board or management of the
Issuer, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board;
|
|
|
|
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(e)
|
Any material change in the present capitalization or
dividend policy of the Issuer;
|
|
|
|
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(f)
|
Any other material change in the Issuers business or
corporate structure;
|
|
|
|
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(g)
|
Changes in the Issuers charter, bylaws or instruments
corresponding thereto or other actions that may impede the acquisition of
control of the Issuer by any person;
|
|
|
|
|
(h)
|
Causing a class of securities of the Issuer being
delisted from a national securities exchange or ceasing to be authorized
to be quoted in an inter-dealer quotation system of a registered national
securities association;
|
|
|
|
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(i)
|
A class of equity securities of the Issuer becoming
eligible for termination of registration pursuant to Section 12(g)(4) of
the Securities Act of 1933, as amended; or
|
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|
|
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(x)
|
Any action similar to any of those enumerated
above.
|
Item 5. Interest in Securities of the Issuer.
(a) and (b) The responses of the Reporting Persons to Rows (7)
through (13) of the cover pages of this Statement and the information set forth
in Item 3 are hereby incorporated by reference in this Item 5.
(c) Other than the transactions described Item 3 above, the
Reporting Persons have not been involved in any transactions involving the
securities of the Issuer in the last 60 days.
(d) To the best knowledge of the Reporting Persons, no other
person has the right to receive or the power to direct the receipt of dividends
from, or the proceeds from the sale of, the securities of the Issuer
beneficially owned by the Reporting Persons.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the Issuer.
The information set forth in Item 3 is hereby incorporated by
reference in this Item 6. Except as otherwise indicated above, there are no
contracts, arrangements, understandings or relationships (legal or otherwise)
between the Reporting Persons or between any Reporting Person and any other
person with respect to any securities of the Issuer, including but not limited
to, transfer or voting of any of the securities, finder's fees, joint ventures,
loan or option arrangements, puts or calls, guarantees of profits, division of
profits or loss, or the giving or withholding of proxies.
CUSIP No. 16944W104
|
SCHEDULE 13D
|
Page 6 of 8
|
Item 7. Material to be Filed as Exhibits.
CUSIP No. 16944W104
|
SCHEDULE 13D
|
Page 7 of 8
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, we certify that the information set forth in this Statement is true,
complete and correct.
Dated: December 12, 2011
BERTELSMANN AG
By:
/s/ Martin
Dannhoff
Martin
Dannhoff
Senior Vice President
By:
/s/ Michael
Kronenburg
Michael Kronenburg
Senior Vice
President
BERTELSMANN ASIA INVESTMENTS AG
By:
/s/ Erich
Kalt
Erich
Kalt
Authorized Signatory
By:
/s/ Rose-Marie
Mülli
Rose-Marie
Mülli
Authorized Signatory
CUSIP No. 16944W104
|
SCHEDULE 13D
|
Page 8 of 8
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