-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HEIm6ytMGS6hy6HpJW4Usqd676eNxmTP/5gyEc9wLJDJlMeO+QCKAjURNvz25uPp WAuNbCg/On8tLQXk0R5CDQ== 0000938775-05-000052.txt : 20050509 0000938775-05-000052.hdr.sgml : 20050509 20050509132213 ACCESSION NUMBER: 0000938775-05-000052 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20050505 FILED AS OF DATE: 20050509 DATE AS OF CHANGE: 20050509 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ITT EDUCATIONAL SERVICES INC CENTRAL INDEX KEY: 0000922475 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EDUCATIONAL SERVICES [8200] IRS NUMBER: 362061311 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 13000 NORTH MERIDIAN CITY: CARMEL STATE: IN ZIP: 46032-1404 BUSINESS PHONE: 317 706 9200 MAIL ADDRESS: STREET 1: 13000 NORTH MERIDIAN STREET STREET 2: - CITY: CARMEL STATE: IN ZIP: 46032-1404 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BLUM STRATEGIC GP II LLC CENTRAL INDEX KEY: 0001233405 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13144 FILM NUMBER: 05810682 BUSINESS ADDRESS: STREET 1: 909 MONTGOMERY STREET STREET 2: SUITE 400 CITY: SAN FRANCISCO STATE: CA ZIP: 94133 BUSINESS PHONE: 4154341111 MAIL ADDRESS: STREET 1: 909 MONTGOMERY STREET STREET 2: SUITE 400 CITY: SAN FRANCISCO STATE: CA ZIP: 94133 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BLUM RICHARD C CENTRAL INDEX KEY: 0001145933 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13144 FILM NUMBER: 05810683 BUSINESS ADDRESS: STREET 1: C/O KAREN SNATER STREET 2: 909 MONTGOMERY STREET, SUITE 400 CITY: SAN FRANCISCO STATE: CA ZIP: 94133 BUSINESS PHONE: 4152887215 MAIL ADDRESS: STREET 1: BLUM CAPITAL PARTNERS, LP STREET 2: 909 MONTGOMERY STREET, SUITE 400 CITY: SAN FRANCISCO STATE: CA ZIP: 94133 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: RICHARD C BLUM & ASSOCIATES INC CENTRAL INDEX KEY: 0000847243 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13144 FILM NUMBER: 05810684 BUSINESS ADDRESS: STREET 1: 909 MONTGOMERY STREET STREET 2: SUITE 400 CITY: SAN FRANCISCO STATE: CA ZIP: 94133 BUSINESS PHONE: 415-434-1111 MAIL ADDRESS: STREET 1: 909 MONTGOMERY STREET STREET 2: SUITE 400 CITY: SAN FRANCISCO STATE: CA ZIP: 94133 FORMER NAME: FORMER CONFORMED NAME: BLUM RICHARD C & ASSOCIATES INC DATE OF NAME CHANGE: 19931213 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BLUM CAPITAL PARTNERS LP CENTRAL INDEX KEY: 0000938775 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13144 FILM NUMBER: 05810685 BUSINESS ADDRESS: STREET 1: 909 MONTGOMERY STREET # 400 CITY: SAN FRANCISCO STATE: CA ZIP: 94133 BUSINESS PHONE: 4154341111 MAIL ADDRESS: STREET 1: 909 MONTGOMERY STREET STREET 2: SUITE 400 CITY: SAN FRANCISCO STATE: CA ZIP: 94133 FORMER NAME: FORMER CONFORMED NAME: BLUM RICHARD C & ASSOCIATES L P DATE OF NAME CHANGE: 19970219 4 1 edgar.xml PRIMARY DOCUMENT X0202 4 2005-05-05 0000922475 ITT EDUCATIONAL SERVICES INC ESI 0000938775 BLUM CAPITAL PARTNERS LP 909 MONTGOMERY STREET SUITE 400 SAN FRANCISCO CA 94133 0 0 1 0 0000847243 RICHARD C BLUM & ASSOCIATES INC 909 MONTGOMERY STREET SUITE 400 SAN FRANCISCO CA 94133 0 0 1 0 0001145933 BLUM RICHARD C 909 MONTGOMERY STREET SUITE 400 SAN FRANCISCO CA 94133 0 0 1 0 0001233405 BLUM STRATEGIC GP II LLC 909 MONTGOMERY STREET SUITE 400 SAN FRANCISCO CA 94133 0 0 1 0 Common Stock 2005-05-05 4 P 0 14000 42.99 A 482000 D Common Stock 380800 D Common Stock 617491 D Common Stock 157400 D Common Stock 2005-05-05 4 P 0 2400 42.99 A 334100 D Common Stock 2005-05-05 4 P 0 1700 42.99 A 171400 D Common Stock 105409 D Common Stock 129100 D Common Stock 2976723 D Common Stock 61377 D Common Stock 2005-05-05 4 P 0 600 42.99 A 68300 I Indirect Common Stock 2005-05-05 4 P 0 600 42.99 A 68300 I Indirect These shares are owned directly by Stinson Capital Partners, L.P. These shares are owned directly by Stinson Capital Partners II, L.P. These shares are owned directly by Stinson Capital Partners (QP), L.P. ("Stinson QP"). A limited partner in Stinson QP received a pro rata distribution of the assets and liabilities of Stinson QP which they then immediately contributed to Stinson Capital Partners S, L.P. ("Stinson S"). There was no net change in the number of shares owned, controlled or voted collectively by Stinson QP or Stinson S. These shares are owned directly by BK Capital Partners IV, L.P. These shares are owned directly by the Stinson Capital Partners D, L.P. These shares are owned directly by the Stinson Capital Partners M, L.P. These shares are owned directly by Stinson S. A limited partner in Stinson QP received a pro rata distribution of the assets and liabilities of Stinson QP which they then immediately contributed to Stinson S. There was no net change in the number of shares owned, controlled or voted collectively by Stinson QP or Stinson S. These shares are owned directly by Stinson Capital Fund (Cayman), Ltd. These shares may be deemed to be owned indirectly by the following parties: (i) Blum Capital Partners L.P. ("Blum LP"), an investment manager with voting and investment discretion for the investment advisory account described in Note (8), and the general partner of the limited partnerships described in Notes (1), (2), (3), (4), (5), (6) and (7); (ii) Richard C. Blum & Associates, Inc. ("RCBA Inc."), the general partner of Blum LP; and (iii) Richard C. Blum, a significant stockholder and chairman of RCBA Inc. Blum LP, RCBA Inc. and Mr. Blum disclaim beneficial ownership in these shares, except to the extent of any pecuniary interest therein. These shares are owned directly by Blum Strategic Partners II, L.P. ("Strategic II"). The shares also may be deemed to be owned indirectly by (i) Blum Strategic GP II, L.L.C. ("Blum GP II"), the general partner of Strategic II, and (ii) Richard C. Blum, a managing member of Blum GP II. Both Blum GP II and Mr. Blum disclaim beneficial ownership of these shares, except to the extent of any pecuniary interest therein. These shares are owned directly by Blum Strategic Partners II GmbH & Co. KG ("Strategic II KG"). The shares also may be deemed to be owned indirectly by (i) Blum GP II, the managing limited partner of Strategic II KG, and (ii) Richard C. Blum, a managing member of Blum GP II. Both Blum GP II and Mr. Blum disclaim beneficial ownership of these shares, except to the extent of any pecuniary interest therein. These shares are owned directly by the Virginia Electric and Power Company Qualified Nuclear Decommissioning Trust ("Virginia Electric"). Virginia Electric disclaims membership in a group with any of the Reporting Persons and therefore is not subject to Section 16. Blum LP, a registered investment advisor, has voting and investment discretion with respect to the shares owned by Virginia Electric, but no Reporting Person has a reportable pecuniary interest in any of the shares owned by Virginia Electric. These shares are owned directly by The Nuclear Decommissioning Trust of Dominion Nuclear Connecticut, Inc. ("Dominion Connecticut"). Dominion Connecticut disclaims membership in a group with any of the Reporting Persons and therefore is not subject to Section 16. Blum LP, a registered investment advisor, has voting and investment discretion with respect to the shares owned by Dominion Connecticut, but no Reporting Person has a reportable pecuniary interest in any of the shares owned by Dominion Connecticut. /s/ See Attached Signature Page 2005-05-09 EX-99 2 jfip1.txt JOINT FILING STATEMENT EXHIBIT 99 Joint Filer Information Designated Filer: BLUM CAPITAL PARTNERS, L.P. Statement for Month/Day/Year: May 5, 2005 Issuer & Symbol: ITT Educational Services, Inc. (ESI) Address of each Reporting Person for this Form 4: 909 Montgomery Street, Suite 400, San Francisco, CA 94133 Relationship to Issuer of each Reporting Person: 10% Owner Signatures After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. May 9, 2005 RICHARD C. BLUM & ASSOCIATES, INC. BLUM CAPITAL PARTNERS, L.P. By: Richard C. Blum & Associates, Inc., its general partner By: /s/ Gregory D. Hitchan By: /s/ Gregory D. Hitchan ----------------------- ------------------------- Gregory D. Hitchan Gregory D. Hitchan General Counsel and Secretary General Counsel and Secretary BK CAPITAL PARTNERS IV, L.P. STINSON CAPITAL PARTNERS D, L.P. STINSON CAPITAL PARTNERS M, L.P. STINSON CAPITAL PARTNERS S, L.P. STINSON CAPITAL PARTNERS, L.P. STINSON CAPITAL PARTNERS II, L.P. STINSON CAPITAL PARTNERS (QP), L.P. STINSON CAPITAL FUND (CAYMAN), LTD. By: BLUM CAPITAL PARTNERS, L.P., By: BLUM CAPITAL PARTNERS, L.P., its general partner its investment advisor By: Richard C. Blum & Associates, Inc., By: Richard C. Blum & Associates, Inc., its general partner its general partner By: /s/ Gregory D. Hitchan By: /s/ Gregory D. Hitchan ------------------------ ----------------------- Gregory D. Hitchan Gregory D. Hitchan General Counsel and Secretary General Counsel and Secretary RICHARD C. BLUM By: /s/ Gregory D. Hitchan ---------------------------- Gregory D. Hitchan, Attorney-in-Fact EX-99 3 jfip2.txt JOINT FILING STATEMENT EXHIBIT 99 Joint Filer Information (cont.) Designated Filer: BLUM CAPITAL PARTNERS, L.P. Statement for Month/Day/Year: May 5, 2005 Issuer & Symbol: ITT Educational Services, Inc. (ESI) Address of each Reporting Person for this Form 4: 909 Montgomery Street, Suite 400, San Francisco, CA 94133 Relationship to Issuer of each Reporting Person: 10% Owner BLUM STRATEGIC GP II, L.L.C. BLUM STRATEGIC PARTNERS II, L.P. By: BLUM STRATEGIC GP II, L.L.C., its general partner By: /s/ Gregory D. Hitchan By: /s/ Gregory D. Hitchan ---------------------- -------------------------------- Gregory D. Hitchan, Gregory D. Hitchan, Member and General Counsel Member and General Counsel BLUM STRATEGIC PARTNERS II GMBH & CO. KG By: BLUM STRATEGIC GP II, L.L.C., its managing limited partner By: /s/ Gregory D. Hitchan ---------------------------- Gregory D. Hitchan, Member and General Counsel -----END PRIVACY-ENHANCED MESSAGE-----