SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(AMENDMENT NO. 1)
Baidu.com, Inc.
(Name of Issuer)
American Depositary Shares
each representing one Class A Ordinary Share
(Title of Class of Securities)
056752108
(CUSIP Number)
December 31, 2005
(Date of Event Which Requires Filing of this Statement)
Check the following box to designate the rule pursuant to which the Schedule is
filed:
[ ] Rule 13d-1(b)
[X] 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. 056752108
1. NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
D. E. Shaw Meniscus Portfolios, L.L.C.
51-0481096
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(A) [ ]
(B) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5. SOLE VOTING POWER
SHARES
BENEFICIALLY
OWNED BY -0-
EACH
REPORTING
PERSON WITH
6. SHARED VOTING POWER
192,258 ADS representing 192,258 Shares (1)
7. SOLE DISPOSITIVE POWER
-0-
8. SHARED DISPOSITIVE POWER
192,258 ADS representing 192,258 Shares (1)
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
192,258 ADS representing 192,258 shares (1)
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.4% (2)
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
(1) The Reporting Persons are the beneficial owners of American Depositary
Shares ("ADS"), each ADS representing one Class A Ordinary share ("Share") of
Issuer.
(2) Based on 4,344,877 outstanding Shares identified in the Issuer's Prospectus
filed August 5, 2005.
CUSIP NO. 056752108
1. NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
D. E. Shaw & Co., L.P.
13-3695715
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(A) [ ]
(B) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5. SOLE VOTING POWER
SHARES
BENEFICIALLY
OWNED BY -0-
EACH
REPORTING
PERSON WITH
6. SHARED VOTING POWER
366,475 ADS representing 366,475 Shares (1)
7. SOLE DISPOSITIVE POWER
-0-
8. SHARED DISPOSITIVE POWER
366,475 ADS representing 366,475 Shares (1)
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
366,475 ADS representing 366,475 Shares (1)
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.4% (2)
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA, PN
(1) The Reporting Persons are the beneficial owners of American Depositary
Shares ("ADS"), each ADS representing one Class A Ordinary share ("Share") of
Issuer.
(2) Based on 4,344,877 outstanding Shares identified in the Issuer's Prospectus
filed August 5, 2005.
CUSIP NO. 056752108
1. NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
D. E. Shaw & Co., L.L.C.
13-3799946
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(A) [ ]
(B) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5. SOLE VOTING POWER
SHARES
BENEFICIALLY
OWNED BY -0-
EACH
REPORTING
PERSON WITH
6. SHARED VOTING POWER
310,358 ADS representing 310,358 Shares (1)
7. SOLE DISPOSITIVE POWER
-0-
8. SHARED DISPOSITIVE POWER
310,358 ADS representing 310,358 Shares (1)
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
310,358 ADS representing 310,358 Shares (1)
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.1% (2)
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
(1) The Reporting Persons are the beneficial owners of American Depositary
Shares ("ADS"), each ADS representing one Class A Ordinary share ("Share") of
Issuer.
(2) Based on 4,344,877 outstanding Shares identified in the Issuer's Prospectus
filed August 5, 2005.
CUSIP NO. 056752108
1. NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS (ENTITIES ONLY)
David E. Shaw
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(A) [ ]
(B) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 5. SOLE VOTING POWER
SHARES
BENEFICIALLY
OWNED BY -0-
EACH
REPORTING
PERSON WITH
6. SHARED VOTING POWER
366,475 ADS representing 366,475 Shares (1)
7. SOLE DISPOSITIVE POWER
-0-
8. SHARED DISPOSITIVE POWER
366,475 ADS representing 366,475 Shares (1)
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
366,475 ADS representing 366,475 Shares (1)
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.4% (2)
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
(1) The Reporting Persons are the beneficial owners of American Depositary
Shares ("ADS"), each ADS representing one Class A Ordinary share ("Share") of
Issuer.
(2) Based on 4,344,877 outstanding Shares identified in the Issuer's Prospectus
filed August 5, 2005.
ITEM 1.
(A) NAME OF ISSUER
Baidu.com, Inc.
(B) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
12/F, Ideal International Plaza
No. 58 West-North 4th Ring
Beijing F4 100080
ITEM 2.
(A) NAME OF PERSON FILING
D. E. Shaw Meniscus Portfolios, L.L.C.
D. E. Shaw & Co., L.P.
D. E. Shaw & Co., L.L.C.
David E. Shaw
(B) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
The business address for each reporting person is:
120 W. 45th Street, Tower 45, 39th Floor
New York, NY 10036
(C) CITIZENSHIP
D. E. Shaw Meniscus Portfolios, L.L.C. is a limited liability company
organized under the laws of the state of Delaware.
D. E. Shaw & Co., L.P. is a limited partnership organized under the
laws of the state of Delaware.
D. E. Shaw & Co., L.L.C. is a limited liability company organized
under the laws of the state of Delaware.
David E. Shaw is a citizen of the United States of America.
(D) TITLE OF CLASS OF SECURITIES
American Depositary Shares each representing one Class A Ordinary
Share
(E) CUSIP NUMBER
056752108
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b) OR 13d-2(b) OR (c),
CHECK WHETHER THE PERSON FILING IS A:
Not Applicable
ITEM 4. OWNERSHIP
As of December 31, 2005:
(a) Amount beneficially owned:
D. E. Shaw Meniscus Portfolios, L.L.C.: 192,258 ADS representing 192,258 Shares
D. E. Shaw & Co., L.P.: 366,475 ADS representing 366,475 Shares
This is composed of (i) 192,258 ADS
representing 192,258 Shares in the name
of D. E. Shaw Meniscus Portfolios,
L.L.C., (ii) 118,100 ADS representing
118,100 Shares in the name of D. E.
Shaw Oculus Portfolios, L.L.C., and
(iii) 56,117 representing 56,117 Shares
in the name of D. E. Shaw Valence
Portfolios, L.L.C.
D. E. Shaw & Co., L.L.C.: 310,358 ADS representing 310,358 Shares
This is composed of (i) 192,258 ADS
representing 192,258 Shares in the name
of D. E. Shaw Meniscus Portfolios,
L.L.C. and (ii) 118,100 ADS
representing 118,100 Shares in the name
of D. E. Shaw Oculus Portfolios, L.L.C.
David E. Shaw: 366,475 ADS representing 366,475 Shares
This is composed of (i) 192,258 ADS
representing 192,258 Shares in the name
of D. E. Shaw Meniscus Portfolios,
L.L.C., (ii) 118,100 ADS representing
118,100 Shares in the name of D. E.
Shaw Oculus Portfolios, L.L.C., and
(iii) 56,117 representing 56,117 Shares
in the name of D. E. Shaw Valence
Portfolios, L.L.C.
(b) Percent of class:
D. E. Shaw Meniscus Portfolios, L.L.C.: 4.4%
D. E. Shaw & Co., L.P.: 8.4%
D. E. Shaw & Co., L.L.C.: 7.1%
David E. Shaw: 8.4%
(c) Number of shares to which the person has:
(i) Sole power to vote or to direct the vote:
D. E. Shaw Meniscus Portfolios, L.L.C.: -0- shares
D. E. Shaw & Co., L.P.: -0- shares
D. E. Shaw & Co., L.L.C.: -0- shares
David E. Shaw: -0- shares
(ii) Shared power to vote or to direct the vote:
D. E. Shaw Meniscus Portfolios, L.L.C.: 192,258 ADS representing
192,258 Shares
D. E. Shaw & Co., L.P.: 366,475 ADS representing
366,475 Shares
D. E. Shaw & Co., L.L.C.: 310,358 ADS representing
310,358 Shares
David E. Shaw: 366,475 ADS representing
366,475 Shares
(iii) Sole power to dispose or to direct the disposition of:
D. E. Shaw Meniscus Portfolios, L.L.C.: -0- shares
D. E. Shaw & Co., L.P.: -0- shares
D. E. Shaw & Co., L.L.C.: -0- shares
David E. Shaw: -0- shares
(iv) Shared power to dispose or to direct the disposition of:
D. E. Shaw Meniscus Portfolios, L.L.C.: 192,258 ADS representing
192,258 Shares
D. E. Shaw & Co., L.P.: 366,475 ADS representing
366,475 Shares
D. E. Shaw & Co., L.L.C.: 310,358 ADS representing
310,358 Shares
David E. Shaw: 366,475 ADS representing
366,475 Shares
David E. Shaw does not own any shares directly. By virtue of David E. Shaw's
position as President and sole shareholder of D. E. Shaw & Co., Inc., which is
the general partner of D. E. Shaw & Co., L.P., which in turn is the investment
adviser of D. E. Shaw Meniscus Portfolios, L.L.C. and D. E. Shaw Oculus
Portfolios, L.L.C., and the managing member and investment adviser of D. E. Shaw
Valence Portfolios, L.L.C., and by virtue of David E. Shaw's position as
President and sole shareholder of D. E. Shaw & Co. II, Inc., which is the
managing member of D. E. Shaw & Co., L.L.C., which in turn is the managing
member of D. E. Shaw Meniscus Portfolios, L.L.C. and D. E. Shaw Oculus
Portfolios, L.L.C., David E. Shaw may be deemed to have the shared power to vote
or direct the vote of, and the shared power to dispose or direct the disposition
of, the 366,475 ADS representing 366,475 Shares as described above constituting
8.4% of the outstanding Shares and, therefore, David E. Shaw may be deemed to be
the beneficial owner of such Shares. David E. Shaw disclaims beneficial
ownership of such 366,475 ADS representing 366,475 Shares.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
If this statement is being filed to report the fact that as of the date hereof
the reporting person has ceased to be the beneficial owner of more than 5
percent of the class of securities, check the following [x]
D. E. Shaw Meniscus Portfolios, L.L.C. has ceased to be the beneficial owner of
more than 5 percent of the class of securities.
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 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, each of D. E. Shaw Meniscus Portfolios, L.L.C., D. E. Shaw &
Co., L.P., D. E. Shaw & Co., L.L.C., and David E. Shaw certify that, to the best
of such reporting person's knowledge and belief, the securities referred to
above 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 such purposes or effect.
SIGNATURE
After reasonable inquiry and to the best of their knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct. Powers of Attorney, dated February 24, 2004, granted by
David E. Shaw in favor of Julius Gaudio, are attached hereto.
Dated: February 14, 2006
D. E. Shaw Meniscus Portfolios, L.L.C.
By: D.E. Shaw & Co., L.L.C., as
managing member
By: /s/ Julius Gaudio
---------------------
Julius Gaudio
Managing Director
D. E. Shaw & Co., L.P.
By: /s/ Julius Gaudio
---------------------
Julius Gaudio
Managing Director
D. E. Shaw & Co., L.L.C.
By: /s/ Julius Gaudio
---------------------
Julius Gaudio
Managing Director
David E. Shaw
By: /s/ Julius Gaudio
---------------------
Julius Gaudio
Attorney-in-Fact for David E. Shaw
EXHIBIT 1
POWER OF ATTORNEY
FOR CERTAIN FILINGS
UNDER THE SECURITIES EXCHANGE ACT OF 1934
I, David E. Shaw, hereby make, constitute and appoint each of:
Anne Dinning,
Julius Gaudio,
Lou Salkind,
Stuart Steckler, and
Eric Wepsic,
acting individually, as my agent and attorney-in-fact, with full power of
substitution, for the purpose of, from time to time, executing in my name and/or
my capacity as President of D. E. Shaw & Co., Inc. (acting for itself or as the
general partner of D. E. Shaw & Co., L. P. and general partner or managing
member of other entities, any which in turn may be acting for itself or other
entities) all documents, certificates, instruments, statement, other filings,
and amendments to the forgoing (collectively, "documents") determined by such
person to be necessary or appropriate to comply with ownership or control-person
reporting requirements imposed by any United States or non-United States
governmental or regulatory authority, including without limitation Forms 3, 4,
5, 13D, 13F, and 13G required to be filed with the Securities and Exchange
Commission; and delivering, furnishing or filing any such documents with the
appropriate governmental or regulatory authority. Any such determination shall
be conclusively evidenced by such person's execution, delivery, furnishing,
and/or filing of the applicable document.
This power of attorney shall be valid from the date hereof and replaces the
power granted on February 5, 2001, which is hereby cancelled.
IN WITNESS HEREOF, I have executed this instrument as of the date set forth
below.
Date: February 24, 2004
DAVID E. SHAW, as President of
D. E. Shaw & Co., Inc.
/s/David E. Shaw
New York, New York
EXHIBIT 2
POWER OF ATTORNEY
FOR CERTAIN FILINGS
UNDER THE SECURITIES EXCHANGE ACT OF 1934
I, David E. Shaw, hereby make, constitute and appoint each of:
Anne Dinning,
Julius Gaudio,
Lou Salkind,
Stuart Steckler, and
Eric Wepsic,
acting individually, as my agent and attorney-in-fact, with full power of
substitution, for the purpose of, from time to time, executing in my name and/or
my capacity as President of D. E. Shaw & Co. II, Inc. (acting for itself and as
the managing member of D. E. Shaw & Co., L.L.C., which in turn may be acting for
itself or as the managing member of other companies) all documents,
certificates, instruments, statement, other filings and amendments to the
forgoing (collectively, "documents") determined by such person to be necessary
or appropriate to comply with ownership or control-person reporting requirements
imposed by any United States or non-United States governmental or regulatory
authority, including without limitation Forms 3, 4, 5, 13D, 13F and 13G required
to be filed with the Securities and Exchange Commission; and delivering,
furnishing or filing any such documents with the appropriate governmental or
regulatory authority. Any such determination shall be conclusively evidenced by
such person's execution and delivery, furnishing or filing of the applicable
document.
This power of attorney shall be valid from the date hereof and replaces the
power granted on February 5, 2001, which is hereby cancelled.
IN WITNESS HEREOF, I have executed this instrument as of the date set forth
below.
Date: February 24, 2004
DAVID E. SHAW, as President of
D. E. Shaw & Co. II, Inc.
/s/David E. Shaw
New York, New York