0001193125-12-006375.txt : 20120109 0001193125-12-006375.hdr.sgml : 20120109 20120109141330 ACCESSION NUMBER: 0001193125-12-006375 CONFORMED SUBMISSION TYPE: DFAN14A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20120109 DATE AS OF CHANGE: 20120109 EFFECTIVENESS DATE: 20120109 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SHERWOOD NED L CENTRAL INDEX KEY: 0000902749 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DFAN14A MAIL ADDRESS: STREET 1: 54 MORRIS LN CITY: SCARSDALE STATE: NY ZIP: 10583 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: DFAN14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-33771 FILM NUMBER: 12517133 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 DFAN14A 1 d279617ddfan14a.htm DFAN14A DFAN14A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 14A

(Rule 14a-101)

 

 

INFORMATION REQUIRED IN

PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

Filed by the Registrant  ¨

Filed by a Party other than the Registrant þ

Check the appropriate box:

 

¨    Preliminary Proxy Statement
¨    Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
¨    Definitive Proxy Statement
þ    Definitive Additional Materials
¨    Soliciting Material Pursuant to §240.14a-12

CHINACAST EDUCATION CORPORATION

 

 

(Name of Registrant as Specified in its Charter)

NED SHERWOOD

ZS EDU L.P.

ZS EDU GP LLC

ROBERT HORNE

DEREK FENG

DANIEL TSEUNG

 

 

(Name of Person(s) Filing Proxy Statement, if Other Than Registrant)

Payment of Filing Fee (Check the appropriate box):

 

þ    No fee required.
¨    Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
  

(1)    Title of each class of securities to which transaction applies:

  

(2)    Aggregate number of securities to which transaction applies:

  

(3)    Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

  

(4)    Proposed maximum aggregate value of transaction:

  

(5)    Total fee paid:

¨    Fee paid previously with preliminary materials.
¨    Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
  

(1)    Amount Previously Paid:

  

(2)    Form, Schedule or Registration Statement No.:

  

(3) Filing Party:

  

(4) Date Filed:

 

 

 

On January 9, 2012, Ned Sherwood issued a press release relating to ChinaCast Education Corporation. The press release is filed as Exhibit 1 hereto and incorporated herein by reference.

Important Information

SECURITY HOLDERS ARE ADVISED TO READ THE DEFINITIVE PROXY STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) AND OTHER DOCUMENTS RELATED TO THE SOLICITATION OF PROXIES BY NED SHERWOOD, ZS EDU L.P., ZS EDU GP LLC, ROBERT HORNE AND THE NOMINEES FROM THE STOCKHOLDERS OF CHINACAST EDUCATION CORPORATION (THE “ISSUER”) FOR USE AT THE ISSUER’S ANNUAL MEETING BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION. INVESTORS CAN GET THE DEFINITIVE PROXY STATEMENT AND OTHER RELEVANT DOCUMENTS, AT NO CHARGE, AT THE SEC’S WEBSITE AT HTTP://WWW.SEC.GOV.

Exhibits:

 

Exhibit 1:    Press Release
 EX-1 2 d279617dex1.htm PRESS RELEASE Press Release

Exhibit 1

NED SHERWOOD URGES CHINACAST STOCKHOLDERS TO VOTE TODAY ON THE GREEN PROXY CARD

- Sets the record straight with respect to recent management statements

NEW YORK, Jan. 9, 2012 – Ned Sherwood, a major stockholder of ChinaCast Education Corporation (Nasdaq GS: CAST), today issued a response to the Company’s press release dated January 6, 2012 in which the Company has asserted that if Mr. Sherwood is elected to the Company’s Board he will be deemed to serve as Fir Tree’s designee to the Board:

“I am running for election to the Company’s Board in my own capacity, and not as Fir Tree’s or anyone else’s designee. My proxy solicitation was not done for the benefit of Fir Tree. I am committed to representing all stockholders on the Board. Mr. Ron Chan, the Company’s CEO, and all members of the Board are fully aware of these facts.

The Company has acknowledged in a supplement to its proxy statement, filed with the U.S. Securities Exchange Commission on December 8, 2011, that it does not recognize me as Fir Tree’s designee (hence shrinking the Board to six directors so that Fir Tree could name a seventh director). In fact, the Company stated in such document that:

“ChinaCast intends to honor its obligations under the Fir Tree Agreement by requesting that Fir Tree designate a replacement for Ned Sherwood to serve as a member of the Board in accordance with the terms of the Fir Tree Agreement. Due to timing considerations, ChinaCast believes that the new Fir Tree Designee to the Board will be elected by the Board following the Annual Meeting. At such time, the size of the Board will be increased to seven to include the new Fir Tree Designee.”

After removing me from the Company’s slate and calling for Fir Tree to submit a replacement designee to be added to the Board after the annual meeting, Mr. Chan now claims that, notwithstanding all that, if I get elected as a result of personal efforts to solicit proxies then I somehow will be deemed to continue as the Fir Tree designee. Under Mr. Chan’s logic, “heads he wins, tails stockholders lose”?

In my opinion, the Company’s January 6 press release is just another example of CAST management trying at this late date to reshape history to further entrench themselves at the expense of stockholders. The Company is trying to confuse the issue at the eleventh hour by suggesting that their prior disclosure filed with the SEC was wrong and that they would deem me to be the Fir Tree designee.

I encourage all stockholders to vote the GREEN card and elect my slate of Derek Feng, Daniel Tseung and myself.”

ChinaCast’s annual meeting of stockholders will be held on Tuesday, January 10, 2012 at 9:00 a.m. Beijing Standard Time, which is tonight at 8:00 p.m. U.S. Eastern Standard Time.

ChinaCast stockholders are urged to protect their best interests by electing the three highly qualified, independent nominees on the GREEN proxy card.

Stockholders with any questions or that need assistance in voting the GREEN proxy card should please call the firm assisting in the solicitation of GREEN proxies, Innisfree M&A Incorporated, toll-free at (888) 750-5834 (banks and brokers call collect at (212) 750-5833).

Gibson, Dunn & Crutcher LLP is acting as legal advisor to Mr. Sherwood.

Important Information

SECURITY HOLDERS ARE ADVISED TO READ THE DEFINITIVE PROXY STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) AND OTHER DOCUMENTS RELATED TO THE SOLICITATION OF PROXIES BY NED SHERWOOD, ZS EDU L.P., ZS EDU GP LLC, ROBERT HORNE AND THE NOMINEES FROM THE STOCKHOLDERS OF CHINACAST EDUCATION CORPORATION (THE “ISSUER”) FOR USE AT THE ISSUER’S ANNUAL MEETING BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION. INVESTORS CAN GET THE DEFINITIVE PROXY STATEMENT AND OTHER RELEVANT DOCUMENTS, AT NO CHARGE, AT THE SEC’S WEBSITE AT HTTP://WWW.SEC.GOV.

Contact:

Innisfree M&A Incorporated

Scott Winter, 212-750-5833

 

2