UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
(Amendment No. 1)
Under the Securities Exchange Act of 1934
SOHU.COM INC.
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(Name of Issuer)
COMMON STOCK, $.001 PAR VALUE
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(Title of Class of Securities)
83408W103
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(CUSIP Number)
December 31, 2002
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[X] Rule 13d-1(b)
[_] Rule 13d-1(c)
[_] Rule 13d-1(d)
*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 the
disclosures provided in a prior cover page.
The information required in 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. 83408W103
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1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Jayhawk Capital Management, L.L.C. (Tax I.D. #48-1172612)
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a).......................................................................
(b).......................................................................
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3. SEC Use Only..............................................................
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4. Citizenship or Place of Organization: Delaware
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Number of 5. Sole Voting Power - 35,000
Shares
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Beneficially
Owned by 6. Shared Voting Power - 2,045,100
Each
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Reporting
Person 7. Sole Dispositive Power - 35,000
With
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8. Shared Dispositive Power - 2,045,100
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9. Aggregate Amount Beneficially Owned by Each Reporting Person - 2,080,100
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10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)...................
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Percent of Class Represented by Amount in Row (9) 6.02%. (The foregoing
11. percentage is calculated based on the 34,558,349 shares of Common Stock
reported to be outstanding as of November 14, 2002 in the Quarterly Report
of Form 10-Q of Sohu.com Inc. for the quarter ended September 30, 2002.)
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12. Type of Reporting Person: IA
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Item 1.
(a) Name of Issuer - Sohu.com Inc.
(b) Address of Issuer's Principal Executive Offices - 7 Jianguomen Nei
Avenue, Suite 1519, Tower 2, Bright China Chang An Building, Beijing
100005, People's Republice of China.
Item 2.
(a) Name of Person Filing - Jayhawk Capital Management, L.L.C., a Delaware
limited liability company.
(b) Address of Principal Business Office or, if none, Residence - 8201
Mission Road, Suite 110, Prairie Village, Kansas 66208
(c) Citizenship - Delaware
(d) Title of Class of Securities - Common Stock, $.001 par value
(e) CUSIP Number - 83408W103
Item 3. If this statement is filed pursuant to (S)(S)240.13d-1(b) or 240.13d-2
(b) or (c), check whether the person filing is a:
(a) [_] Broker or dealer registered under section 15 of the Act
(15 U.S.C. 78o).
(b) [_] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) [_] Insurance company as defined in section 3(a)(19) of the Act
(15 U.S.C. 78c).
(d) [_] Investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C 80a-8).
(e) [X] An investment adviser in accordance with (S)240.13d-1(b)(1)
(ii)(E);
(f) [_] An employee benefit plan or endowment fund in accordance
with (S)240.13d-1(b)(1)(ii)(F);
(g) [_] A parent holding company or control person in accordance
with (S)240.13d-1(b)(1)(ii)(G);
(h) [_] A savings associations as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) [_] A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3);
(j) [_] Group, in accordance with (S)240.13d-1(b)(1)(ii)(J).
Item 4. Ownership.
Provide the following information regarding the aggregate number and percentage
of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned: Jayhawk Capital Management, L.L.C.
is the beneficial owner of 2,080,100 Shares of Sohu.com Inc.,
which are held by the following entities: Jayhawk China Fund
(Cayman), Ltd. holds 2,045,100 Shares; and Lucky Henry, L.P holds
35,000 Shares. Jayhawk Capital Management, L.L.C. is the general
partner and/or manager and/or investment advisor for Jayhawk
China Fund (Cayman), Ltd. and Lucky Henry, L.P.
(b) Percent of class: 6.02 %. The foregoing percentage is
calculated based on the 34,558,349 shares of Common Stock reported
to be outstanding as of November 14,
2002 in the Quarterly Report of Form 10-Q of Sohu.com Inc. for
the quarter ended September 30, 2002.
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote - 35,000.
(ii) Shared power to vote or to direct the vote - 2,045,100.
(iii) Sole power to dispose or to direct the disposition of -
35,000.
(iv) Shared power to dispose or to direct the disposition of -
2,045,100.
Item 5. Ownership of Five Percent or Less of a Class
Not Applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Jayhawk Capital Management, L.L.C. is the General Partner, and/or Manager and/or
Investment Advisor for Jayhawk China Fund (Cayman), Ltd. and Lucky Henry, L.P.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company or
Control Person.
Not Applicable.
Item 8. Identification and Classification of Members of the Group
Not Applicable.
Item 9. Notice of Dissolution of Group
Not Applicable.
Item 10. Certification
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are held
in the ordinary course of business and were not acquired and are not
held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were not
acquired and are not held in connection with or as a participant in
any transaction having that purpose or effect.
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.
January 16, 2002
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Date
JAYHAWK CAPITAL MANAGEMENT, L.L.C.
By: /s/ Kent Charles McCarthy
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Signature
Name: Kent Charles McCarthy
Title: Managing Member of Jayhawk Capital Management,
L.L.C., Manager and/or General Partner and/or Investment Advisor for
Jayhawk China Fund (Cayman), Ltd. and Lucky Henry, L.P.