UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A*
*Amendment No. 3
Under the Securities Exchange Act of 1934
eLong, Inc.
(Name of Issuer)
Ordinary Shares, $0.01 par value per share
(Title of Class of Securities)
290138205
(CUSIP Number)
Robert J. Dzielak
Expedia Asia Pacific – Alpha Limited
c/o Expedia, Inc.
333 108th Avenue, N.E.
Bellevue, Washington 98004
Telephone: (425) 679-3644
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
with a copy to:
Ante Vucic, Esq.
Wachtell, Lipton, Rosen and Katz
51 W. 52nd Street
New York, NY 10019
Telephone: (212) 403-1370
December 15, 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 §§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 §240.13d-7 for other parties to whom copies are to be sent.
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).
| 1 |
NAMES OF REPORTING PERSONS:
Expedia Asia Pacific – Alpha Limited
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
No I.R.S. Identification Number
| |||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
(a) ¨ (b) x
| |||||||
| 3 | SEC USE ONLY:
| |||||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS):
AF
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| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): ¨
| |||||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION:
Cayman Islands
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| |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER:
0 Ordinary Shares
| |||||
| 8 | SHARED VOTING POWER:
17,286,657 Ordinary Shares
| |||||||
| 9 | SOLE DISPOSITIVE POWER:
0 Ordinary Shares
| |||||||
| 10 | SHARED DISPOSITIVE POWER:
17,286,657 Ordinary Shares
| |||||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
17,286,657 Ordinary Shares
| |||||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): ¨
| |||||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
49.5% (see Item 5)
| |||||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
| |||||||
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| 1 |
NAMES OF REPORTING PERSONS:
Expedia, Inc.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
91-1996083
| |||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
(a) ¨ (b) x
| |||||||
| 3 | SEC USE ONLY:
| |||||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS):
OO
| |||||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): ¨
| |||||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION:
State of Washington
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| |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER:
0 Ordinary Shares
| |||||
| 8 | SHARED VOTING POWER:
17,286,657 Ordinary Shares
| |||||||
| 9 | SOLE DISPOSITIVE POWER:
0 Ordinary Shares
| |||||||
| 10 | SHARED DISPOSITIVE POWER:
17,286,657 Ordinary Shares
| |||||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
17,286,657 Ordinary Shares
| |||||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): ¨
| |||||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
49.5% (see Item 5)
| |||||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
| |||||||
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| 1 |
NAMES OF REPORTING PERSONS:
Expedia, Inc.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
20-2705720
| |||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
(a) ¨ (b) x
| |||||||
| 3 | SEC USE ONLY:
| |||||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS):
OO
| |||||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): ¨
| |||||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION:
State of Delaware
| |||||||
| |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER:
0 Ordinary Shares
| |||||
| 8 | SHARED VOTING POWER:
17,286,657 Ordinary Shares
| |||||||
| 9 | SOLE DISPOSITIVE POWER:
0 Ordinary Shares
| |||||||
| 10 | SHARED DISPOSITIVE POWER:
17,286,657 Ordinary Shares
| |||||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
17,286,657 Ordinary Shares
| |||||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): ¨
| |||||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
49.5% (see Item 5)
| |||||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
| |||||||
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| 1 |
NAMES OF REPORTING PERSONS:
Barry Diller
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
| |||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
(a) ¨ (b) x
| |||||||
| 3 | SEC USE ONLY:
| |||||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS):
OO
| |||||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): ¨
| |||||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION:
United States
| |||||||
| |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER:
0 Ordinary Shares
| |||||
| 8 | SHARED VOTING POWER:
17,286,657 Ordinary Shares
| |||||||
| 9 | SOLE DISPOSITIVE POWER:
0 Ordinary Shares
| |||||||
| 10 | SHARED DISPOSITIVE POWER:
17,286,657 Ordinary Shares
| |||||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
17,286,657 Ordinary Shares
| |||||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): ¨
| |||||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
49.5% (see Item 5)
| |||||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
| |||||||
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Introductory Note
This Amendment No. 3 amends and supplements the Statement of Beneficial Ownership on Schedule 13D, as previously amended (the “Statement”), by (i) Expedia Asia Pacific – Alpha Limited, an exempted limited liability company organized under the laws of the Cayman Islands (“Expedia Asia”); (ii) Expedia, Inc., a Washington corporation (“Expedia Washington”); (iii) Expedia, Inc., a Delaware corporation (“Expedia Delaware”) (collectively, “Expedia”); and (iv) Mr. Barry Diller, a citizen of the United States of America (“Diller”) (each a “Reporting Person,” and collectively, the “Reporting Persons”) with respect to the Ordinary Shares, $0.01 par value per share (the “Ordinary Shares”) of eLong, Inc., an exempted limited liability company organized under the laws of the Cayman Islands (the “Issuer”), including Ordinary Shares represented by the American Depositary Shares of the Issuer (the “ADSs”), each representing two Ordinary Shares. Unless specifically amended hereby, the disclosures set forth in the Statement shall remain unchanged. Capitalized terms used herein but not otherwise defined herein shall have the meanings set forth in the Statement and any amendments thereto.
| ITEM 3. | Source and Amount of Funds or Other Consideration |
Item 3 is amended to add the following information:
On December 15, 2011, Expedia Asia entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”) with T. Rowe Price Associates, Inc., Investment Adviser, for and on behalf of certain of its advisory clients, pursuant to which Expedia Asia acquired 1,907,800 Ordinary Shares (represented by 953,900 ADSs) in exchange for an aggregate of $20,031,900 in cash, or approximately $10.50 per Ordinary Share. The source of funds used by Expedia Asia in making the purchase of the Ordinary Shares was cash on hand.
| ITEM 4. | Purpose of Transaction |
Item 4 is amended to add the following information:
The Ordinary Shares reported herein were acquired for the purpose of increasing the investment of Expedia in its subsidiary.
| ITEM 5. | Interest in Securities of the Issuer |
Item 5 is amended to add the following information:
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As a result of the matters described in this Statement, it is possible that the Reporting Persons may collectively be deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Act, and as a result it is possible each Reporting Person may be deemed to beneficially own all shares of Ordinary Shares beneficially owned by each other Reporting Person. As of the date of this Statement, Expedia Asia beneficially owned 17,286,657 Ordinary Shares in the aggregate, consisting of 17,286,657 Ordinary Shares owned of record (which include 10,368,580 Ordinary Shares represented by 5,184,290 ADSs and 6,918,077 Ordinary Shares) (the “Subject Shares”). The Subject Shares represent approximately 49.5% of the issued and outstanding Ordinary Shares of the Issuer (based on 34,922,116 Ordinary Shares outstanding as of November 30, 2011, as disclosed to Expedia Asia by the Issuer). Each of the Reporting Persons hereby disclaims beneficial ownership of Ordinary Shares that may be deemed beneficially owned by any other Reporting Person. In addition, Expedia Asia is the record holder of an option to purchase 4,286 Ordinary Shares, of which none are currently exercisable or exercisable within the next 60 days.
In addition to its ownership of the Ordinary Shares, Expedia Asia is the record and beneficial owner of, and has sole voting and dispositive power with respect to, 28,550,704 High-Vote Ordinary Shares of the Issuer, each of which is entitled to 15 votes (the “High Vote Ordinary Shares”). Each Ordinary Share of the Issuer is entitled to one vote. The High Vote Ordinary Shares and the Ordinary Shares generally vote together as a single class on all matters submitted to a vote of the shareholders of the Issuer, including the election of the members of the Issuer’s board of directors. As a result, the 28,550,704 High-Vote Ordinary Shares plus the Subject Shares represent approximately 82.7% of the voting power of all issued and outstanding shares of capital stock of the Issuer. The High-Vote Ordinary Shares are not reportable on this Statement pursuant to Sections 13(d) and (g) under the Act.
Other than as described in Item 3 above, no transactions in the Ordinary Shares were effected by the Reporting Persons since the filing of Amendment No. 2 to the Statement.
| ITEM 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer |
Item 6 is amended to add the following information:
The information disclosed in Item 3 above is incorporated herein by reference.
The description of the Stock Purchase Agreement is a summary and is qualified in its entirety by the terms of such agreement, a copy of which is filed herewith as Exhibit 10 to this Statement, and which is incorporated herein by reference.
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| ITEM 7. | Material to be Filed as Exhibits |
| Exhibit | Description | |
| 1 | Joint Filing Agreement, dated May 28, 2010 among the Reporting Persons | |
| 2 | Stock Purchase Agreement dated as of May 18, 2010, among Purple Mountain Holding Ltd., Yue (Justin) Tang and Expedia Asia Pacific – Alpha Limited | |
| 3 | Securities Pledge Agreement dated as of May 18, 2010, among Purple Mountain Holding Ltd., Yue (Justin) Tang and Expedia Asia Pacific – Alpha Limited | |
| 4 | Securities Escrow Agreement dated as of May 18, 2010, among Purple Mountain Holding Ltd., Yue (Justin) Tang, Expedia Asia Pacific – Alpha Limited and CSC Trust Company of Delaware | |
| 5 | Stock Purchase Agreement dated as of May 28, 2010, among Sandgrain Securities Inc., Lawrence Auriana and Expedia Asia Pacific – Alpha Limited | |
| 6 | Stock Purchase Agreement dated as of May 28, 2010, among Ira S. Nordlicht, Helen S. Scott and Expedia Asia Pacific – Alpha Limited | |
| 7 | Share Purchase Agreement dated as of May 16, 2011 between eLong, Inc. and Expedia Asia Pacific – Alpha Limited. | |
| 8 | Investor Rights Agreement dated as of May 16, 2011 among eLong, Inc., TCH Sapphire Limited and Expedia Asia Pacific – Alpha Limited. | |
| 9 | Stock Purchase Agreement dated as of November 17, 2011 by and between Renren Inc. and Expedia Asia Pacific – Alpha Limited. | |
| 10* | Stock Purchase Agreement dated as of December 15, 2011 by and between T. Rowe Price Associates, Inc., Investment Adviser, for and on behalf of certain of its advisory clients and Expedia Asia Pacific – Alpha Limited. | |
| * | Filed herewith. |
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SIGNATURES
After reasonable inquiry and to the best knowledge and belief of each of the undersigned, each of the undersigned certifies that the information set forth in this statement with respect to such person is true, complete and correct.
Dated: December 16, 2011
EXPEDIA ASIA PACIFIC – ALPHA LIMITED
| By: | /s/ Mark D. Okerstrom | |||
| Name: | Mark D. Okerstrom | |||
| Title: | Director | |||
EXPEDIA, INC. (WASHINGTON)
| By: | /s/ Mark D. Okerstrom | |||
| Name: | Mark D. Okerstrom | |||
| Title: | Executive Vice President and | |||
| Chief Financial Officer | ||||
EXPEDIA, INC. (DELAWARE)
| By: | /s/ Mark D. Okerstrom | |||
| Name: | Mark D. Okerstrom | |||
| Title: | Executive Vice President, | |||
| Chief Financial Officer and Secretary | ||||
| /s/ Barry Diller | ||||
| BARRY DILLER | ||||
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