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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN THE STATEMENTS FILED PURSUANT
TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. ____)*
Sohu.com, Inc.
------------------------------
(Name of Issuer)
Common Stock, par value $0.001 per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
83408W103
------------------------------
(CUSIP Number)
October 11, 2002
- --------------------------------------------------------------------------------
(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)
[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).
SCHEDULE 13G
CUSIP NO. 83408W103 2 of 7
_____________________________________________________________________________
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
BT Pension Scheme
_____________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x]
(b) [ ]
_____________________________________________________________________________
3 SEC USE ONLY
_____________________________________________________________________________
4 CITIZENSHIP OR PLACE OF ORGANIZATION
England
_____________________________________________________________________________
NUMBER OF 5 SOLE VOTING POWER
SHARES
______________________________________________________________
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 3,000,000
______________________________________________________________
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
______________________________________________________________
PERSON 8 SHARED DISPOSITIVE POWER
WITH 3,000,000
_____________________________________________________________________________
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,000,000
_____________________________________________________________________________
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
_____________________________________________________________________________
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.68% (Based on 34,558,349 shares outstanding on 11/1/02)
_____________________________________________________________________________
12 TYPE OF REPORTING PERSON
EP
_____________________________________________________________________________
SCHEDULE 13G
CUSIP NO. 83408W103 3 of 7
_____________________________________________________________________________
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
Royal Mail Pension Plan
_____________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x]
(b) [ ]
_____________________________________________________________________________
3 SEC USE ONLY
_____________________________________________________________________________
4 CITIZENSHIP OR PLACE OF ORGANIZATION
England
_____________________________________________________________________________
NUMBER OF 5 SOLE VOTING POWER
SHARES
______________________________________________________________
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 3,000,000
______________________________________________________________
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
______________________________________________________________
PERSON 8 SHARED DISPOSITIVE POWER
WITH 3,000,000
_____________________________________________________________________________
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,000,000
_____________________________________________________________________________
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
_____________________________________________________________________________
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.68% (Based on 34,558,349 shares outstanding on 11/1/02)
_____________________________________________________________________________
12 TYPE OF REPORTING PERSON
EP
_____________________________________________________________________________
SCHEDULE 13G
CUSIP NO. 83408W103 4 of 7
_____________________________________________________________________________
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
Hermes Investment Management, Ltd.
_____________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x]
(b) [ ]
_____________________________________________________________________________
3 SEC USE ONLY
_____________________________________________________________________________
4 CITIZENSHIP OR PLACE OF ORGANIZATION
England
_____________________________________________________________________________
NUMBER OF 5 SOLE VOTING POWER
SHARES
______________________________________________________________
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 3,000,000
______________________________________________________________
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
______________________________________________________________
PERSON 8 SHARED DISPOSITIVE POWER
WITH 3,000,000
_____________________________________________________________________________
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,000,000
_____________________________________________________________________________
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
_____________________________________________________________________________
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.68% (Based on 34,558,349 shares outstanding on 11/1/02)
_____________________________________________________________________________
12 TYPE OF REPORTING PERSON
IA
_____________________________________________________________________________
SCHEDULE 13G
CUSIP NO. 83408W103 5 of 7
Item 1(a). Name of Issuer:
Sohu.com, Inc. (the "Issuer").
Item 1(b). Address of Issuer's Principal Executive Offices:
7 Jiangguomen Nei Avenue
Suite 1519, Tower 2
Beijing China 100005
Items 2(a),
(b) and (c). Name of Persons Filing, Address of Principal Business Office and
Citizenship:
This Schedule 13G is being filed on behalf of (i) BT Pension
Scheme, a pension plan organized under English law ("BT
Pension"), (ii) Royal Mail Pension Plan, a pension plan organized
under English law ("Royal Pension") and (iii) Hermes Investment
Management, Ltd., an investment company organized under English
law ("Hermes Investment," together with BT Pension and Royal
Pension, collectively, the "Reporting Persons"). The principal
business office of each of the Reporting Persons is Lloyds
Chambers, 1 Portsoken Street, London, E1 8HZ.
Item 2(d). Title of Class of Securities:
Common Stock, par value $0.001 per share, of the Company (the
"Common Stock").
Item 2(e). CUSIP Number:
83408W103
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.
(a), (b) Amount beneficially owned and percentage of class (see
Item 6 hereof):
BT Pension owns 2,127,000 shares of Common Stock,
representing 6.15% of the Issuer's issued and outstanding
shares (based on 34,558,349 shares outstanding on 11/1/02).
Royal Pension owns 873,000 shares of Common Stock,
representing 2.53% of the Issuer's issued and outstanding
shares (based on 34,558,349 shares outstanding on 11/1/02).
Hermes Investment has the power to sell or vote on behalf of
BT Pension and Royal Pension all of the shares of Common
Stock to which this report relates. As such, under Rule
13d-3(a), Hermes Investment may be deemed to be the
beneficial owner of such shares, which represents 3,000,000
shares of
SCHEDULE 13G
CUSIP NO. 83408W103 6 of 7
Common Stock, representing 8.68% of the Issuer's issued and
outstanding shares (based on 34,558,349 shares outstanding
on 11/1/02).
(c) Number of shares to which such person has voting and
dispositive power:
BT Pension and Royal Pension share beneficial ownership of
the securities identified in subsection (a) above with
Hermes Investment, which has voting and dispositive power
over all such shares.
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.
Pursuant to investment management agreements between BT Pension,
Royal Pension and Hermes Investment, Hermes Investment has the
power to sell or vote on behalf of BT Pension and Royal Pension
all of the shares of Common Stock to which this report relates.
As such, under Rule 13d-3(a), Hermes Investment may be deemed to
be the beneficial owner of such shares.
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.
See Attached Exhibit
Item 9. Notice of Dissolution of a 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 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.
SCHEDULE 13G
CUSIP NO. 83408W103 7 of 7
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.
Dated: February 26, 2003
BT PENSION SCHEME
By: Hermes Investment Management, Ltd.
By: /s/ Adrian White
---------------------------------
Adrian White, Manager
ROYAL MAIL PENSION PLAN
By: Hermes Investment Management, Ltd.
By: /s/ Adrian White
---------------------------------
Adrian White, Manager
HERMES INVESTMENT MANAGEMENT, LTD.
By: /s/ Adrian White
---------------------------------
Adrian White, Manager
Exhibit 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934,
as amended, the undersigned agree to the joint filing on behalf of each of them
of a statement on Schedule 13G (including amendments thereto) with respect to
their shares of Common Stock, par value $0.001 per share, of Sohu.com, Inc., and
further agree that this Joint Filing Agreement shall be included as an exhibit
to such joint filings.
The undersigned further agree that each party hereto is responsible for the
timely filing of such Schedule 13G and any amendments thereto, and for the
completeness and accuracy of the information concerning such party contained
therein; provided, however, that no party is responsible for the completeness or
accuracy of the information concerning any other party making the filing, unless
such party knows or has reason to believe that such information is inaccurate.
IN WITNESS WHEREOF, the parties have executed this Joint Filing Agreement
on February 26, 2003.
BT PENSION SCHEME
By: Hermes Investment Management, Ltd.
By: /s/ Adrian White
---------------------------------
Adrian White, Manager
ROYAL MAIL PENSION PLAN
By: Hermes Investment Management, Ltd.
By: /s/ Adrian White
---------------------------------
Adrian White, Manager
HERMES INVESTMENT MANAGEMENT, LTD.
By: /s/ Adrian White
---------------------------------
Adrian White, Manager
Exhibit to Item 8
The members of the Group are BT Pension Scheme, Royal Mail Pension Plan and
Hermes Investment Management, Ltd.