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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Ctrip.com International, Ltd.
(Name of Issuer)
Ordinary Shares, Par Value $0.01 Per Share
(Title of Class of Securities)
22943F100
(CUSIP Number)
November 25, 2003
(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)
x Rule 13d-1(d)
| CUSIP No. 22943F100 |
13G |
| 1. | Name of Reporting Person:
Carlyle Offshore Partners II, Limited
IRS Identification Number of Above Person:
N/A |
|||
| 2. | Check the Appropriate Box if a Member of a Group (a) ¨ (b) x |
|||
| 3. | SEC Use Only
|
|||
| 4. | Citizenship or Place of Organization:
Cayman Islands |
|||
| Number of Shares Beneficially Owned by Each Reporting Person with: |
5. Sole Voting Power
0 6. Shared Voting Power
5,412,235 7. Sole Dispositive Power
0 8. Shared Dispositive Power
5,412,235 | |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person:
5,412,235 |
|||
| 10. | Check Box if the Aggregate Amount in Row 9 Excludes Certain Shares
|
¨
| ||
| 11. | Percent of Class Represented by Amount in Row 9
16.63% |
|||
| 12. | Type of Reporting Person
OO (Cayman Islands Exempt Company) |
|||
2
| CUSIP No. 22943F100 |
13G |
| 1. | Name of Reporting Person:
TCG Holdings Cayman, L.P.
IRS Identification Number of Above Person:
N/A |
|||
| 2. | Check the Appropriate Box if a Member of a Group (a) ¨ (b) x |
|||
| 3. | SEC Use Only
|
|||
| 4. | Citizenship or Place of Organization:
Cayman Islands |
|||
| Number of Shares Beneficially Owned by Each Reporting Person with: |
5. Sole Voting Power
0 6. Shared Voting Power
5,412,235 7. Sole Dispositive Power
0 8. Shared Dispositive Power
5,412,235 | |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person:
5,412,235 |
|||
| 10. | Check Box if the Aggregate Amount in Row 9 Excludes Certain Shares
|
¨
| ||
| 11. | Percent of Class Represented by Amount in Row 9
16.63% |
|||
| 12. | Type of Reporting Person
PN (Cayman Islands Exempt Limited Partnership) |
|||
3
| CUSIP No. 22943F100 |
13G |
| 1. | Name of Reporting Person:
TC Group Cayman, L.P.
IRS Identification Number of Above Person:
N/A |
|||
| 2. | Check the Appropriate Box if a Member of a Group (a) ¨ (b) x |
|||
| 3. | SEC Use Only
|
|||
| 4. | Citizenship or Place of Organization:
Cayman Islands |
|||
| Number of Shares Beneficially Owned by Each Reporting Person with: |
5. Sole Voting Power
0 6. Shared Voting Power
5,412,235 7. Sole Dispositive Power
0 8. Shared Dispositive Power
5,412,235 | |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person:
5,412,235 |
|||
| 10. | Check Box if the Aggregate Amount in Row 9 Excludes Certain Shares
|
¨
| ||
| 11. | Percent of Class Represented by Amount in Row 9
16.63% |
|||
| 12. | Type of Reporting Person
PN (Cayman Islands Exempt Limited Partnership) |
|||
4
| CUSIP No. 22943F100 |
13G |
| 1. | Name of Reporting Person:
CIPA Ltd.
IRS Identification Number of Above Person:
N/A |
|||
| 2. | Check the Appropriate Box if a Member of a Group (a) ¨ (b) x |
|||
| 3. | SEC Use Only
|
|||
| 4. | Citizenship or Place of Organization:
Cayman Islands |
|||
| Number of Shares Beneficially Owned by Each Reporting Person with: |
5. Sole Voting Power
0 6. Shared Voting Power
5,412,235 7. Sole Dispositive Power
0 8. Shared Dispositive Power
5,412,235 | |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person:
5,412,235 |
|||
| 10. | Check Box if the Aggregate Amount in Row 9 Excludes Certain Shares
|
¨
| ||
| 11. | Percent of Class Represented by Amount in Row 9
16.63% |
|||
| 12. | Type of Reporting Person
OO (Cayman Islands Exempt Company) |
|||
5
| CUSIP No. 22943F100 |
13G |
| 1. | Name of Reporting Person:
CIPA General Partner, L.P.
IRS Identification Number of Above Person:
N/A |
|||
| 2. | Check the Appropriate Box if a Member of a Group (a) ¨ (b) x |
|||
| 3. | SEC Use Only
|
|||
| 4. | Citizenship or Place of Organization:
Cayman Islands |
|||
| Number of Shares Beneficially Owned by Each Reporting Person with: |
5. Sole Voting Power
0 6. Shared Voting Power
5,412,235 7. Sole Dispositive Power
0 8. Shared Dispositive Power
5,412,235 | |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person:
5,412,235 |
|||
| 10. | Check Box if the Aggregate Amount in Row 9 Excludes Certain Shares
|
¨
| ||
| 11. | Percent of Class Represented by Amount in Row 9
16.63% |
|||
| 12. | Type of Reporting Person
PN (Cayman Islands Exempt Limited Partnership) |
|||
6
| CUSIP No. 22943F100 |
13G |
| 1. | Name of Reporting Person:
Carlyle Asia Venture Partners I, L.P.
IRS Identification Number of Above Person:
N/A |
|||
| 2. | Check the Appropriate Box if a Member of a Group (a) ¨ (b) x |
|||
| 3. | SEC Use Only
|
|||
| 4. | Citizenship or Place of Organization:
Cayman Islands |
|||
| Number of Shares Beneficially Owned by Each Reporting Person with: |
5. Sole Voting Power
0 6. Shared Voting Power
5,102,458 7. Sole Dispositive Power
0 8. Shared Dispositive Power
5,102,458 | |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person:
5,102,458 |
|||
| 10. | Check Box if the Aggregate Amount in Row 9 Excludes Certain Shares
|
¨
| ||
| 11. | Percent of Class Represented by Amount in Row 9
15.68% |
|||
| 12. | Type of Reporting Person
PN (Cayman Islands Exempt Limited Partnership) |
|||
7
| CUSIP No. 22943F100 |
13G |
| 1. | Name of Reporting Person:
CIPA Co-Investment, L.P.
IRS Identification Number of Above Person:
N/A |
|||
| 2. | Check the Appropriate Box if a Member of a Group (a) ¨ (b) x |
|||
| 3. | SEC Use Only
|
|||
| 4. | Citizenship or Place of Organization:
Cayman Islands |
|||
| Number of Shares Beneficially Owned by Each Reporting Person with: |
5. Sole Voting Power
0 6. Shared Voting Power
309,777 7. Sole Dispositive Power
0 8. Shared Dispositive Power
309,777 | |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person:
309,777 |
|||
| 10. | Check Box if the Aggregate Amount in Row 9 Excludes Certain Shares
|
¨
| ||
| 11. | Percent of Class Represented by Amount in Row 9
0.95% |
|||
| 12. | Type of Reporting Person
PN (Cayman Islands Exempt Limited Partnership) |
|||
8
SCHEDULE 13G
| Item 1(a). |
Name of Issuer: Ctrip.com International, Ltd. | |||||
| Item 1(b). |
Address of Issuer’s Principal Executive Offices: | |||||
| 3F, Building 63-64 No. 421 Hong Cao Road Shanghai 200233, People’s Republic of China | ||||||
| Item 2(a). |
Name of Person Filing: | |||||
| Carlyle Offshore Partners II, Ltd. TCG Holdings Cayman, L.P. TC Group Cayman, L.P. CIPA Ltd. CIPA General Partner, L.P. Carlyle Asia Venture Partners I, L.P. CIPA Co-Investment, L.P. | ||||||
| Item 2(b). |
Address of Principal Business Office: | |||||
| c/o The Carlyle Group 1001 Pennsylvania Ave, NW Suite 220 South Washington, D.C. 20004-2505 | ||||||
| Item 2(c). |
Citizenship: | |||||
| Carlyle Offshore Partners II, Ltd. – Cayman Islands TCG Holdings Cayman, L.P. – Cayman Islands TC Group Cayman, L.P. – Cayman Islands CIPA Ltd. – Cayman Islands CIPA General Partner, L.P. – Cayman Islands Carlyle Asia Venture Partners I, L.P. – Cayman Islands CIPA Co-Investment, L.P. – Cayman Islands | ||||||
| Item 2(d). |
Title of Class of Securities | |||||
| Ordinary Shares, Par Value $0.01 Per Share | ||||||
| Item 2(e). |
CUSIP Number 22943F100 | |||||
| Item 3. |
Not applicable. | |||||
[Remainder of this page has been left intentionally blank.]
9
| Item 4. | Ownership |
| Reporting Person |
Amount beneficially owned: |
Percent of class: |
Sole power to vote or direct the vote: |
Shared power to vote or to direct the vote: |
Sole power to dispose or to direct the disposition of: |
Shared power to dispose or to direct the disposition of: | |||||||
| Carlyle Offshore Partners II, Ltd. |
5,412,235 | 16.63 | % | 0 | 5,412,235 | 0 | 5,412,235 | ||||||
| TCG Holdings Cayman, L.P. |
5,412,235 | 16.63 | % | 0 | 5,412,235 | 0 | 5,412,235 | ||||||
| TC Group Cayman, L.P. |
5,412,235 | 16.63 | % | 0 | 5,412,235 | 0 | 5,412,235 | ||||||
| CIPA Ltd. |
5,412,235 | 16.63 | % | 0 | 5,412,235 | 0 | 5,412,235 | ||||||
| CIPA General Partner, L.P. |
5,412,235 | 16.63 | % | 0 | 5,412,235 | 0 | 5,412,235 | ||||||
| Carlyle Asia Venture Partners I, L.P. |
5,102,458 | 15.68 | % | 0 | 5,102,458 | 0 | 5,102,458 | ||||||
| CIPA Co-Investment, L.P. |
309,777 | .95 | % | 0 | 309,777 | 0 | 309,777 |
Carlyle Asia Venture Partners I, L.P. (“Asia Ventures”) and CIPA Co-Investment, L.P. (“CIPA”), each a Cayman Islands exempt limited partnership, are the record owners of 5,102,458 shares and 309,777 shares, respectively, of Ctrip.com International, Ltd.
CIPA General Partner, L.P. is the sole general partner of both Asia Ventures and CIPA. The sole general partner of CIPA General Partner, L.P. is CIPA Ltd., a limited company that is wholly owned by TC Group Cayman, L.P. The sole general partner of TC Group Cayman, L.P. is TCG Holdings Cayman, L.P. Carlyle Offshore Partners II, Limited is the sole general partner of TCG Holdings Cayman, L.P. and has voting and dispositive power over the shares held by Asia Ventures and CIPA through its control of TCG Holdings Cayman, L.P.
William E. Conway, Jr., Daniel A. D’Aniello, David M. Rubenstein, Allan M. Holt, Jerome H. Powell and Bruce E. Rosenblum, as the managing directors of Offshore Partners, may be deemed to share beneficial ownership of the shares shown as beneficially owned by Asia Ventures and CIPA. Such persons disclaim such beneficial ownership.
| Item 5. | Ownership of Five Percent or Less of a Class |
If this statement has been filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ¨.
| Item 6: | Ownership of More than Five Percent on Behalf of Another Person: |
Not applicable.
| Item 7: | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported by the Parent Holding Company |
Not applicable.
| Item 8: | Identification and Classification of Members of the Group. |
Not applicable.
10
| Item 9: | Notice of Dissolution of Group |
Not applicable.
| Item 10: | Certification |
Not applicable.
11
Signature Page 1 of 2
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.
Date: February 12, 2004
| CARLYLE OFFSHORE PARTNERS II, LTD. | ||
| By: | /s/ Daniel A. D’Aniello | |
| Name: |
Daniel A. D’Aniello | |
| Title: |
Managing Director | |
| TCG HOLDINGS CAYMAN, L.P. | ||
| By: | Carlyle Offshore Partners II, Ltd., as its General Partner | |
| By: | /s/ Daniel A. D’Aniello | |
| Name: |
Daniel A. D’Aniello | |
| Title: |
Managing Director | |
| TC GROUP CAYMAN, L.P. | ||
| By: | TCG Holdings Cayman, L.P., as its General Partner | |
| By: | /s/ Daniel A. D’Aniello | |
| Name: |
Daniel A. D’Aniello | |
| Title: |
Managing Director | |
12
Signature Page 2 of 2
| CIPA LTD. | ||
| By: | TC Group Cayman, L.P., as its General Partner | |
| By: | /s/ Daniel A. D’Aniello | |
| Name: |
Daniel A. D’Aniello | |
| Title: |
Managing Director | |
| CIPA GENERAL PARTNER, L.P. | ||
| By: | CIPA Ltd., as its General Partner | |
| By: | /s/ Daniel A. D’Aniello | |
| Name: |
Daniel A. D’Aniello | |
| Title: |
Managing Director | |
| CARLYLE ASIA VENTURE PARTNERS I, L.P. | ||
| By: | CIPA General Partner, L.P., as its General Partner | |
| By: | /s/ Daniel A. D’Aniello | |
| Name: |
Daniel A. D’Aniello | |
| Title: |
Managing Director | |
| CIPA CO-INVESTMENT, L.P. | ||
| By: | CIPA General Partner, L.P., as its General Partner | |
| By: | /s/ Daniel A. D’Aniello | |
| Name: |
Daniel A. D’Aniello | |
| Title: |
Managing Director | |
13
LIST OF EXHIBITS
| Exhibit No. |
Description | |
| A | Joint Filing Agreement | |
14
EXHIBIT A: Joint Filing Agreement
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Ordinary Shares, par value $0.01 per share, of Ctrip.com International, Ltd, a Cayman Islands company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
[Remainder of this page has been left intentionally blank.]
15
Signature Page 1 of 2
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of the 12th day of February, 2004.
| CARLYLE OFFSHORE PARTNERS II, LTD. | ||
| By: | /s/ Daniel A. D’Aniello | |
| Name: |
Daniel A. D’Aniello | |
| Title: |
Managing Director | |
| TCG HOLDINGS CAYMAN, L.P. | ||
| By: | Carlyle Offshore Partners II, Ltd., as its General Partner | |
| By: | /s/ Daniel A. D’Aniello | |
| Name: |
Daniel A. D’Aniello | |
| Title: |
Managing Director | |
| TC GROUP CAYMAN, L.P. | ||
| By: | TCG Holdings Cayman, L.P., as its General Partner | |
| By: | /s/ Daniel A. D’Aniello | |
| Name: |
Daniel A. D’Aniello | |
| Title: |
Managing Director | |
16
Signature Page 2 of 2
| CIPA LTD. | ||
| By: | TC Group Cayman, L.P., as its General Partner | |
| By: | /s/ Daniel A. D’Aniello | |
| Name: |
Daniel A. D’Aniello | |
| Title: |
Managing Director | |
| CIPA GENERAL PARTNER, L.P. | ||
| By: | CIPA Ltd., as its General Partner | |
| By: | /s/ Daniel A. D’Aniello | |
| Name: |
Daniel A. D’Aniello | |
| Title: |
Managing Director | |
| CARLYLE ASIA VENTURE PARTNERS I, L.P. | ||
| By: | CIPA General Partner, L.P., as its General Partner | |
| By: | /s/ Daniel A. D’Aniello | |
| Name: |
Daniel A. D’Aniello | |
| Title: |
Managing Director | |
| CIPA CO-INVESTMENT, L.P. | ||
| By: | CIPA General Partner, L.P., as its General Partner | |
| By: | /s/ Daniel A. D’Aniello | |
| Name: |
Daniel A. D’Aniello | |
| Title: |
Managing Director | |
17