-----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, CEN91Twygq0nQPnq1ytuQrLnagHgvM+neMFD/MiJvMxGHA+uisFSO33nwYItny58 VRS7bWCRCCrmOPaQXE9MTA== 0000938775-06-000154.txt : 20061108 0000938775-06-000154.hdr.sgml : 20061108 20061108164129 ACCESSION NUMBER: 0000938775-06-000154 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20061106 FILED AS OF DATE: 20061108 DATE AS OF CHANGE: 20061108 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: Saddlepoint Partners GP, L.L.C. CENTRAL INDEX KEY: 0001339873 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13144 FILM NUMBER: 061197990 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Blum Strategic GP III, L.L.C. CENTRAL INDEX KEY: 0001327007 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13144 FILM NUMBER: 061197991 BUSINESS ADDRESS: STREET 1: 909 MONTGOMERY STREET, SUITE 400 CITY: SAN FRANCISCO STATE: CA ZIP: 94133 BUSINESS PHONE: 415.434.1111 MAIL ADDRESS: STREET 1: 909 MONTGOMERY STREET, SUITE 400 CITY: SAN FRANCISCO STATE: CA ZIP: 94133 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: 061197992 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: 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: 061197993 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: 061197994 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 2006-11-06 1 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 0001233405 BLUM STRATEGIC GP II LLC 909 MONTGOMERY STREET SUITE 400 SAN FRANCISCO CA 94133 0 0 1 0 0001327007 Blum Strategic GP III, L.L.C. 909 MONTGOMERY STREET SUITE 400 SAN FRANCISCO CA 94133 0 0 1 0 0001339873 Saddlepoint Partners GP, L.L.C. 909 MONTGOMERY STREET SUITE 400 SAN FRANCISCO CA 94133 0 0 1 0 Common Stock 2006-11-06 4 S 0 235000 68.85 D 301800 D Common Stock 2006-11-06 4 S 0 167900 68.85 D 215700 D Common Stock 2006-11-06 4 S 0 270300 68.85 D 347191 D Common Stock 2006-11-06 4 S 0 70900 68.85 D 91100 D Common Stock 2006-11-06 4 S 0 70100 68.85 D 90000 D Common Stock 2006-11-06 4 S 0 150400 68.85 D 193300 D Common Stock 2006-11-06 4 S 0 78100 68.85 D 100400 D Common Stock 2006-11-06 4 S 0 19800 68.85 D 25385 D Common Stock 2006-11-06 4 S 0 1351400 68.85 D 1736040 D Common Stock 2006-11-06 4 S 0 27900 68.85 D 35760 D Common Stock 2006-11-06 4 S 0 472800 68.85 D 607500 D Common Stock 2006-11-06 4 S 0 23600 68.85 D 30300 D Common Stock 2006-11-06 4 S 0 30900 68.85 D 39800 I Indirect Common Stock 2006-11-06 4 S 0 30900 68.85 D 39800 I Indirect Common Stock 1054 D 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. These shares are owned directly by BK Capital Partners IV, L.P. These shares are owned directly by the Stinson Capital Partners A, 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 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); and (ii) Richard C. Blum & Associates, Inc. ("RCBA Inc."), the general partner of Blum LP. Blum LP and RCBA Inc. 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 Blum Strategic GP II, L.L.C. ("Blum GP II"), the general partner of Strategic II. Blum GP II disclaims 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 Blum GP II, the managing limited partner of Strategic II KG. Blum GP II disclaims beneficial ownership of these shares, except to the extent of any pecuniary interest therein. These shares are owned directly by Blum Strategic Partners III, L.P. ("Strategic III"). The shares also may be deemed to be owned indirectly by (i) Blum Strategic GP III, L.P. ("Blum GP III LP"), the general partner of Strategic III, and (ii) Blum Strategic GP III, L.L.C. ("Blum GP III"), the general partner of Blum GP III LP. Both Blum GP III LP and Blum GP III disclaim beneficial ownership of these shares, except to the extent of any pecuniary interest therein. These shares are owned directly by Saddlepoint Partners (Cayman), L.P. ("Saddlepoint"). The shares also may be deemed to be owned indirectly by (i) Saddlepoint Partners GP, L.L.C. ("Saddlepoint GP"), the general partner of Saddlepoint; (ii) Blum LP, the managing member of Saddlepoint GP; and (iii) RCBA Inc., the general partner of Blum LP. Saddlepoint GP, Blum LP and RCBA Inc. 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. These shares are directly owned by Blum LP. They may be deemed to be owned indirectly by RCBA Inc., as described in Note (9). RCBA Inc. disclaims beneficial ownership of these shares, except to the extent of any pecuniary interest therein. /s/ See Attached Signature Page 2006-11-08 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: November 6, 2006 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: Former 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. November 8, 2006 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 Partner, Chief Operating Partner, Chief Operating Officer, Officer, General Counsel and General Counsel and Secretary Secretary BK CAPITAL PARTNERS IV, L.P. STINSON CAPITAL PARTNERS A, L.P. STINSON CAPITAL PARTNERS D, L.P. STINSON CAPITAL PARTNERS M, 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 Partner, Chief Operating Partner, Chief Operating Officer, Officer, General Counsel and General Counsel and Secretary Secretary 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: November 6, 2006 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: Former 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, Managing Member and General Managing Member and General Counsel 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, Managing Member and General Counsel BLUM STRATEGIC GP III, L.L.C. BLUM STRATEGIC PARTNERS III, L.P. By: BLUM STRATEGIC GP III, L.P., its general partner By: BLUM STRATEGIC GP III, L.L.C., its general partner By: /s/ Gregory D. Hitchan By: /s/ Gregory D. Hitchan ------------------------- -------------------------------- Gregory D. Hitchan, Gregory D. Hitchan, Managing Member and General Managing Member and General Counsel Counsel SADDLEPOINT PARTNERS (Cayman), L.P. SADDLEPOINT PARTNERS GP, L.L.C. By: SADDLEPOINT PARTNERS GP, L.L.C., By: BLUM CAPITAL PARTNERS, L.P., its general partner its managing member By: BLUM CAPITAL PARTNERS, L.P., By: Richard C. Blum & Associates, Inc., its managing member its general partner 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 Partner, Chief Operating Partner, Chief Operating Officer, Officer, General Counsel and General Counsel and Secretary Secretary -----END PRIVACY-ENHANCED MESSAGE-----