SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
ITT Educational Services, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
45068B 10 9
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(CUSIP Numbers)
Richard S. Ward, Esq. ITT Corporation
(212) 258-1327 1330 Avenue of the Americas
New York, NY 10019
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
Not Applicable
-----------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D,
and is filing this schedule because of Rule 13d-1(b)(3) or (4), check
the following box [ ].
Check the following box if a fee is being paid with this statement
[ ]. A fee is not required only if the reporting person: (1) has a
previous statement on file reporting beneficial ownership of more than
five percent of the class of securities described in Item 1; and (2)
has filed no amendment subsequent thereto reporting beneficial
ownership of five percent or less of such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
* 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 disclosures provided in a prior cover page.
The information required on 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).
(Continued on following page(s))
Page 1 of 9 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 45068B 10 9
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ITT Corporation 88-0340591
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
NOT APPLICABLE
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada
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7 SOLE VOTING POWER
NUMBER OF 22,500,000 1/ [FN]
SHARES ------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
EACH ------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 22,500,000 1/
WITH ------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,500,000 1/
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
83.3%
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14 TYPE OF REPORTING PERSON*
HC
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
[FN]
- ---------------
1/ On March 22, 1996, the Issuer declared a three-for-two
stock split of the Common Stock and on October 8, 1996, the Issuer
again declared a three-for-two stock split of the Common Stock.
Page 2 of 9 Pages
<PAGE>
Amendment No. 1 to Schedule 13D
ITT Corporation, a Nevada corporation (formerly known as ITT
Destinations, Inc., "ITT"), hereby amends and supplements its
statement on Schedule 13D relating to the common stock, par value $.01
per share (the "Common Stock"), of ITT Educational Services, Inc., a
Delaware corporation (the "Issuer" or "ESI"), as originally filed with
the Securities and Exchange Commission on October 17, 1995. ITT was
formerly a wholly owned subsidiary of ITT Corporation, a Delaware
corporation (which has since been reincorporated in Indiana and
changed its name to ITT Industries, Inc., "Old ITT"). On December 19,
1995, Old ITT distributed to its stockholders all of the outstanding
common stock of ITT. The Schedule 13D of ITT is hereinafter referred
to as the "Statement."
Page 3 of 9 Pages
<PAGE>
Item 2. Identity and Background.
------------------------
Item 2 of the Statement is hereby amended to read in its entirety
as follows:
"The person filing this statement is ITT Corporation, a Nevada
corporation ("ITT"), whose principal business office is located at
1330 Avenue of the Americas, New York, NY 10019-5490. On September 29,
1995, ITT succeeded to the interests of ITT Corporation, formerly a
Delaware corporation and now known as ITT Industries, Inc., an Indiana
corporation ("Old ITT"), in the beneficial ownership of 83.3% of the
Common Stock, par value $.01 per share (the "Common Stock"), of the
Issuer, as part of the division of Old ITT's businesses among itself
and two wholly-owned subsidiaries (including ITT) and distribution of
all the outstanding common stock of ITT and the other subsidiary to
the shareholders of Old ITT, which occurred on December 19, 1995. ITT
is a global enterprise engaged, through its subsidiaries, in the hotel
and gaming, sports and entertainment and information services
business.
For information concerning the directors and executive officers
of ITT, see Schedule A.
ITT has not been convicted in any criminal proceeding (excluding
traffic violations or similar misdemeanors) during the past five
years, nor, to the best knowledge and belief of ITT, has anyone listed
in the attached Schedule A been convicted in such a proceeding.
To the best knowledge and belief of ITT, during the past five
years none of ITT or anyone listed on the attached Schedule A was a
party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is
subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with respect
to such laws."
Item 3: Source and Amount of Funds or Other Consideration.
--------------------------------------------------
Item 3 of the Statement is hereby amended to read in its entirety
as follows:
"On September 29, 1995, 10,000,000 shares of the Issuer's Common
Stock were contributed by Old ITT to ITT in contemplation of a
division of the businesses of Old ITT in which ITT succeeded to all of
Old ITT's interests in its hospitality, gaming, entertainment and
information services businesses (of which the Issuer is a part). There
was no consideration paid for the shares. On both March 22, 1996 and
on October 8, 1996, the Issuer declared three-for-two stock splits of
the Common Stock, which resulted in ITT owning 22,500,000 shares of
Common Stock."
Item 4. Purpose of Transaction.
-----------------------
Item 4 of the Statement is hereby amended to read in its entirety
as follows:
"The Securities reported on herein were acquired through the
contribution described in Item 3.
Page 4 of 9 Pages
<PAGE>
On January 31, 1997, a subsidiary of Hilton Hotels Corporation
("Hilton") announced a tender offer (the "Offer") for approximately
50.1% of the outstanding shares of ITT's common stock. Hilton has also
announced that, if the Offer succeeds, it will merge ITT with Hilton or
a subsidiary of Hilton (such merger, together with the Offer, the
"Hilton Transaction"). The Board of Directors of ITT subsequently
unanimously determined that the Hilton Transaction is inadequate and
not in the best interests of ITT. The Board of Directors of ITT
concluded that the interests of ITT and its stockholders would be best
served if ITT were to remain an independent company. In light of the
Board's decisions, management of ITT, together with ITT's advisors,
are continuing to refine ITT's strategic plan, which focuses on
lodging and gaming, and are actively exploring opportunities to
enhance the value of ITT. As part of this process, the Board of
Directors of ITT authorized ITT's management to take steps to monetize
or otherwise realize the value of non-core assets. As a result, ITT is
exploring possible transactions to dispose of some or all of the
Common Stock of ESI held by ITT."
Item 5. Interest in Securities of the Issuer.
-------------------------------------
Item 5 of the Statement is hereby amended to read in its entirety
as follows:
"ITT owns 22,500,000 shares (83.3%) of the Issuer's outstanding
Common Stock.
ITT has sole power with respect to the voting and disposition of
such securities.
There have been no transactions by ITT in the securities of the
Issuer during the past sixty days.
To the best knowledge of ITT, no executive officer or director of
ITT, except as indicated on Schedule A, (a) owns any shares of the
Issuer's Capital Stock; (b) has a right to acquire shares of the
Issuer's Capital Stock; or (c) has engaged in any transaction in the
Issuer's Capital Stock during the past sixty days."
Item 6. Contracts, Arrangements, Understandings or Relationships
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with Respect to Securities of the Issuer.
-----------------------------------------
Item 6 of the Statement is hereby amended to read in its entirety
as follows:
"The Issuer's Board of Directors includes three non-employee
directors of ITT and three executive officers of ITT, all of whom were
nominated or designated by ITT or Old ITT to serve on such Board."
Page 5 of 9 Pages
<PAGE>
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.
Date: March 14, 1997
ITT CORPORATION,
by
/s/ Elizabeth A. Tuttle
-----------------------------------
Elizabeth A. Tuttle
Senior Vice President and Treasurer
Page 6 of 9 Pages
<PAGE>
SCHEDULE A
Schedule A of the Statement is hereby amended
and supplemented by deleting it in its entirety and
substituting the following:
Directors and Executive Officers
--------------------------------
IDENTITY AND BACKGROUND
Directors and Principal Occupation
Executive Officers Business Address or Employment Citizenship
- ------------------ ---------------- ------------- -----------
Bette B. Anderson 1020 19th Street N.W. President U.S.
(a Director of Suite 800 Kelly, Anderson,
ITT) Washington, D.C. 20036 Pethick &
Associates, Inc.
1020 19th Street, N.W.
Suite 800
Washington, D.C. 20036
Mrs. Bette B. Anderson is the beneficial owner of 2,025 shares of ITT
Educational Services, Inc. common stock; all purchased prior to
May 21, 1996. 2/ [FN]
Rand V. Araskog 1330 Avenue of the Chairman and Chief U.S.
(a Director of Americas Executive
ITT) New York, NY ITT Corporation
10019-5490 1330 Avenue of the
Americas
New York, NY 10019-5490
Mr. Rand V. Araskog is the beneficial owner of 30,000 shares of ITT
Educational Services, Inc. common stock; all purchased prior to
November 30, 1996. The number of shares includes 10,000 shares of
ITT Educational Services, Inc. common stock owned by Mrs. Araskog. 2/
Nolan D. Archibald 701 East Joppa Road Chairman, President and U.S.
(a Director of Towson, MD 21204 Chief Executive Officer
ITT) The Black & Decker
Corporation
701 East Joppa Road
Towson, MD 21204
Robert A. Bowman 1330 Avenue of the President and U.S.
(a Director of Americas Chief Operating Officer
ITT) New York, NY ITT Corporation
10019-5490 1330 Avenue of the
Americas
New York, NY 10019-5490
Peter G. Boynton 3800 Howard Hughes Senior Vice President U.S.
Parkway ITT Corporation
Suite 1600 President and Chief
Las Vegas, NV 89109 Executive
Officer of Caesars
World, Inc.
3800 Howard Hughes
Parkway
Suite 1600
Las Vegas, NV 89109
[FN]
- --------
2/ The number of shares reflect the three-for-two stock splits of
the common stock declared by the Issuer On March 22, 1996 and again
on October 8, 1996.
Page 7 of 9 Pages
<PAGE>
Directors and Principal Occupation
Executive Officers Business Address or Employment Citizenship
- ------------------ ---------------- ------------- -----------
Robert A. Burnett 1716 Locust Street Chairman and U.S.
(a Director of Des Moines, IA Chief Executive Officer
ITT) 50309-3023 (Retired)
Meredith Corporation
1716 Locust Street
Des Moines, IA
50309-3023
Juan C. Cappello 1330 Avenue of the Senior Vice President, U.S.
Americas Director
New York, NY of Corporate Relations
10019-5490 ITT Corporation
1330 Avenue of the
Americas
New York, NY 10019-5490
Mr. Juan C. Cappello is the beneficial owner of 450 shares of ITT
Educational Services, Inc. common stock; all purchased prior to
March 3, 1995. 2/
Gerald C. Crotty 1330 Avenue of the Senior Vice President U.S.
Americas ITT Corporation
New York, NY 1330 Avenue of the
10019-5490 Americas
New York, NY 10019-5490
Jon F. Danski 1330 Avenue of the Senior Vice President U.S.
Americas and Controller
New York, NY ITT Corporation
10019-5490 1330 Avenue of the
Americas
New York, NY 10019-5490
Nicholas J. Glakas 1600 M. Street, N.W. Senior Vice President U.S.
Washington, D.C. 20036 ITT Corporation
1600 M Street, N.W.
Washington, D.C. 20036
Paul G. Kirk, Jr. One Post Office Square Of Counsel U.S.
(a Director of Boston, MA 02109 Sullivan & Worcester
ITT) One Post Office Square
Boston, MA 02109
General Edward C. 7525 Colshire Drive Chairman U.S.
Meyer McLean, VA 22102-7400 Mitretek Systems
(Ret.) 7525 Colshiire Drive
(a Director of McLean, VA 22102-7400
ITT)
Ralph W. Pausig 1330 Avenue of the Senior Vice President U.S.
Americas ITT Corporation
New York, NY 1330 Avenue of the
10019-5490 Americas
New York, NY 10019-5490
Dr. Benjamin F. Tuskegee University President U.S.
Payton Kresge Center, 3rd Tuskegee University
(a Director of Floor Kresge Center, 3rd Floor
ITT) Tuskegee, AL 36083 Tuskegee, AL 36083
[FN]
- --------
2/ The number of shares reflect the three-for-two stock splits of
the common stock declared by the Issuer on March 22, 1996 and again
on October 8, 1996.
Page 8 of 9 Pages
<PAGE>
Directors and Principal Occupation
Executive Officers Business Address or Employment Citizenship
- ------------------ ---------------- ------------- -----------
Ann N. Reese 1330 Avenue of the Executive Vice U.S.
Americas President and
New York, NY Chief Financial Officer
10019-5490 ITT Corporation
1330 Avenue of the
Americas
New York, NY 10019-5490
Elizabeth A. Tuttle 1330 Avenue of the Senior Vice President U.S.
Americas and Treasurer
New York, NY ITT Corporation
10019-5490 1330 Avenue of the
Americas
New York, NY 10019-5490
Richard S. Ward 1330 Avenue of the Executive Vice U.S.
Americas President, General
New York, NY Counsel and Corporate
10019-5490 Secretary
ITT Corporation
1330 Avenue of the
Americas
New York, NY 10019-5490
Daniel P. Weadock 60 State Street Senior Vice President U.S.
Boston, MA 02109 ITT Corporation
President and
Chief Executive Officer
ITT Sheraton Corporation
60 State Street
Boston, MA 02109
Vin Weber 888 16th St. NW Partner U.S.
(a Director of Washington, D.C. 20006 Clark & Weinstock, Inc.
ITT) 888 16th St. NW
Washington, D.C. 20006
Mr. Vin Weber is the beneficial owner of 2,250 shares of ITT
Educational Services, Inc. common stock; all purchased prior to
January 13, 1995. 2/ [FN]
Margita E. White 1776 Massachusetts President U.S.
(a Director of Avenue, N.W. The Association for
ITT) Suite 310 Maximum
Washington, D.C. 20036 Service Television, Inc.
1776 Massachusetts
Avenue, N.W.
Suite 310
Washington, D.C. 20036
Mrs. Margita E. White is the beneficial owner of 2,250 shares of ITT
Educational Services, Inc. common stock; all purchased prior to
February 11, 1995. 2/
Kendrick R. Wilson 30 Rockefeller Plaza Managing Director U.S.
III (a Director of New York, NY 10020 Lazard Freres & Co. LLC
ITT) 30 Rockefeller Plaza
New York, NY 10020
[FN]
- --------
2/ The number of shares reflect the three-for-two stock splits of the
common stock declared by the Issuer on March 22, 1996 and again on
October 8, 1996.
Page 9 of 9 Pages
