Corinthian Colleges Inc - Statement of Beneficial Ownership (SC 13D)
15 Février 2008 - 11:14PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
_________________________
SCHEDULE
13D
Under
the
Securities Exchange Act of 1934
_________________________
Corinthian
Colleges, Inc.
(Name
of
Issuer)
_______________________
COMMON
STOCK, Par Value $0.0001 Per Share
(Title
of
Class of Securities)
________________________
21886810
(CUSIP
Number)
________________________
Veronica
Dillon, Esq.
The
Washington Post Company
1150
15th Street
N.W.
Washington, D.C. 20071
(202)
334-6000
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
___________________________
_________________________
February
6th, 2008
(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 that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box [ ].
NOTE:
Schedules filed in paper format shall include a signed original and five copies
of the schedule, including all exhibits. See Section 240.13d-7 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
(the “
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.
90342V 10 9
(1)
|
NAME
OF REPORTING PERSONS
The
Washington Post Company
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
I.R.S.
I.D. #53-0182885
|
(2)
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ ]
|
(3)
|
SEC
USE ONLY
|
(4)
|
SOURCE
OF FUNDS (See Instructions)
WC
|
(5)
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR
2(e)
[ ]
|
(6)
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
(7)
|
SOLE
VOTING POWER
6,885,000
|
(8)
|
SHARED
VOTING POWER
None
|
(9)
|
SOLE
DISPOSITIVE POWER
6,885,000
|
(10)
|
SHARED
DISPOSITIVE POWER
None
|
(11)
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,885,000
|
(12)
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
[ ]
|
(13)
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.1%
|
(14)
|
TYPE
OF REPORTING PERSON (See Instructions)
CO
|
|
|
Item
1.
|
Security
and
Issuer
|
This
statement on Schedule 13D relates
to the common stock, par value $0.0001 per share (the “
Common Stock
”), of
Corinthian Colleges, Inc., a Delaware corporation (the “
Issuer
”). The
principal executive offices of the Issuer are located at 6 Hutton Centre Drive,
Suite 400, Santa Ana, California 92707.
Item
2.
|
Identity
and
Background
|
(a)
-
(c); (f)
(a)
The name of the person filing this
statement is The Washington Post Company, a Delaware corporation (the “
Company
”).
(b)
The address of the principal office
and principal business of the Company is 1150 15th Street, N.W. Washington,
D.C.
20071.
(c)
The Company is a diversified
education and media company. Set forth in Schedule A hereto, which is
incorporated herein by reference, is the name, business address, present
principal occupation or employment and the name, principal business and address
of any corporation or other organization in which such employment is conducted
and citizenship, of each of the Company’s directors and executive officers, as
of the date hereof. Other than such directors and executive officers,
including our chairman, Mr. Donald E. Graham, in his capacity as a shareholder
of the Company, there are no persons controlling the Company.
(d)
During the past five years, neither
the Company nor, to the Company’s knowledge, any person named in Schedule A
hereto, has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors)
(e)
During the past five years, neither
the Company nor, to the Company’s knowledge, any person named in Schedule A
hereto, was a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction as a result of which such person was or is subject
to
a judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activity subject to, federal or state securities laws or finding
any violation with respect to such laws.
(f)
Not applicable.
Item
3.
|
Source
and Amount of
Funds or Other Consideration
|
The
Company has acquired, in the
aggregate, 6,885,000 shares of Issuer Common Stock (the “
Subject Shares
”) for
an aggregate purchase price of $59,739,835.87. All acquisitions of
the Subject Shares were made through purchases on the open
market. The funds used by the Company to purchase the Subject Shares
consisted entirely of working capital.
Item
4.
|
Purpose
of
Transaction
|
On
February 6, 2008, the Company's
beneficial ownership of Issuer Common Stock first exceeded 5% of the Issuer's
outstanding Common Stock. The Company purchased the Subject Shares
for investment purposes after determining that such purchases represented an
attractive investment opportunity. Except as set forth herein, the
Company currently has no plans or proposals which relate to or would result
in
any of the actions enumerated in paragraphs (a) through (j) of Item 4 of the
form of Schedule 13D promulgated under the Act. The Company may, from
time to time, acquire additional Issuer Common Stock, or dispose of some or
all
Subject Shares, depending upon price, market conditions and other
factors.
Item
5.
|
Interest
in Securities
of the Issuer
|
(a)-(b)
As of the date hereof, the
Company owns 6,885,000 shares of Issuer Common Stock, as defined above as the
Subject Shares. The Subject Shares constitute 8.1% of the issued and
outstanding shares of Issuer Common Stock, based upon disclosure in the Issuer’s
most recent Form 10-Q that there were 85,091,522 shares of Issuer
Common Stock issued and outstanding as of January 28, 2008. The
Company has the sole power to vote and dispose of the Subject
shares.
(c)
Schedule B attached hereto lists
all transactions in the Issuer Common Stock during the past sixty days by the
Company. To the Company's knowledge, no person named in Schedule A
has effected any transaction in the Issuer Common Stock during the past 60
days.
(d)
Not applicable.
(e)
Not applicable.
Item
6.
|
Contracts,
Arrangements, Understandings or Relationships with Respect to Securities
of the Issuer
|
To
the knowledge of the Company, there
are no contracts, arrangements, understandings or relationships (legal or
otherwise) among the persons named in Item 2 and between such persons and any
person with respect to any securities of the Issuer, including but not limited
to transfer or voting of any of the securities, finder’s fees, joint ventures,
loan or option arrangements, puts or calls, guarantees of profits, division
of
profits or loss, or the giving or withholding of proxies.
Item
7.
|
Material
to Be Filed
as Exhibits
|
None.
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.
THE
WASHINGTON POST COMPANY
|
by
|
/s/
Veronica Dillon
|
|
Name: Veronica
Dillon, Esq.
Title: Vice
President, General Counsel and
Secretary
|
SCHEDULE
A
The
following is a list of the directors and executive officers of The Washington
Post Company, setting forth the present principal occupation or employment
and
the name and principal business of any corporation or other organization in
which such employment is conducted for each such person. Unless
otherwise indicated, all directors and officers listed below are citizens of
the
United States.
Board
of Directors of The Washington Post Company
Name
|
Position
|
Present
Principal
Occupation
|
Business
Address
|
|
|
|
|
Donald
E. Graham
|
Chairman,
Board of Directors; Member, Finance Committee; Member, Executive
Committee
|
Chairman,
Board of Directors;
Chief
Executive Officer, The Washington Post Company
|
The
Washington Post Company
1150
15th Street, N.W.
Washington,
D.C. 20071
|
|
|
|
|
Lee
C. Bollinger
|
Director;
Member, Compensation Committee
|
President,
Columbia University
|
Columbia
University in the City of New York
2960
Broadway
New
York, NY 10027
|
|
|
|
|
Warren
E. Buffett
|
Director;
Member, Finance Committee; Member, Executive Committee
|
Chairman
of the Board, Berkshire Hathaway Inc.
|
Berkshire
Hathaway Inc.
1440
Kiewit Plaza
Omaha,
NE 68131
|
|
|
|
|
Christopher
C. Davis
|
Director;
Member, Audit Committee
|
Chairman,
Davis Selected Advisers, L.P. an investment counseling
firm
|
Davis
Selected Advisers, L.P.
609
Fifth Avenue
11th
Floor
New
York, NY 10017
|
|
|
|
|
Name
|
Position
|
Present
Principal Occupation
|
Business
Address
|
|
|
|
|
Barry
Diller
|
Director;
Member, Compensation Committee; Member, Finance Committee
|
Chairman
and Chief Executive Officer, IAC/InterActiveCorp; Chairman, Expedia,
Inc.
|
IAC/InterActiveCorp
555
West 18th Street
New
York, NY 10011
|
|
|
|
|
John
L. Dotson Jr.
|
Director;
Member, Audit Committee; Member, Compensation Committee
|
Retired,
President and Publisher, Akron Beacon-Journal
|
The
Washington Post Company
1150
15th Street,
N.W.
Washington,
D.C. 20071
|
|
|
|
|
Melinda
French Gates
|
Director;
|
Co-Founder,
Bill & Melinda Gates Foundation
|
Bill
& Melinda Gates Foundation
PO
Box 23350
Seattle,
WA 98102
|
|
|
|
|
Thomas
S. Gayner
|
Director;
Member, Audit Committee
|
Executive
Vice President and Chief Investment Officer, Markel
Corporation
|
Markel
Corporation
4521
Highwoods Parkway
Glenn
Allen, VA 23060
|
|
|
|
|
Anne
M. Mulcahy
|
Director;
|
Chairman
of the Board and Chief Executive Officer, Xerox
Corporation
|
Xerox
Corporation
P.O.
Box 4505
45
Glover Avenue
Norwalk,
CT 06856
|
|
|
|
|
Ronald
L. Olson
|
Director;
Member, Compensation Committee
|
Attorney,
Member of Munger, Tolles & Olsen LLP, a law firm
|
Munger,
Tolles & Olsen LLP
355
South Grand Avenue
35th
Floor
Los
Angeles, CA 90071
|
|
|
|
|
Richard
D. Simmons
|
Director;
Member, Audit Committee; Member, Finance Committee
|
Retired,
President and Chief Operating Officer, The Washington Post
Company
|
The
Washington Post Company
1150
15th Street,
N.W.
Washington,
D.C. 20071
|
|
|
|
|
SCHEDULE
A
Executive
Officers of The Washington Post Company
Name
|
Position
|
|
|
Donald
E. Graham
|
Chairman
of the Board of Directors; Chief Executive Officer
|
|
|
Veronica Dillon
|
Vice
President, General Counsel and Corporate Secretary
|
|
|
Ann
L. McDaniel
|
Vice
President-Human Resources
|
|
|
John
B. Morse, Jr.
|
Vice
President-Finance
|
|
|
Gerald
M. Rosberg
|
Vice
President-Planning and Development
|
|
|
SCHEDULE
B
The
following sets forth information regarding all transactions by the Company
with
respect to Issuer Common Stock during the past sixty (60) days. All such
transactions were effected in the open market.
Date
Purchased
|
No.
of Shares
Purchased
|
Average
Purchase Price
($/Share)
*
|
Transaction
Type
|
1/22/2008
|
87,600
|
$7.6653
|
Acquisition
|
1/23/2008
|
593,000
|
$7.6839
|
Acquisition
|
1/24/2008
|
569,400
|
$7.9695
|
Acquisition
|
1/25/2008
|
356,555
|
$8.0555
|
Acquisition
|
1/28/2008
|
171,245
|
$8.1915
|
Acquisition
|
1/29/2008
|
634,500
|
$8.7222
|
Acquisition
|
1/30/2008
|
608,842
|
$8.4450
|
Acquisition
|
1/31/2008
|
220,968
|
$8.3625
|
Acquisition
|
2/1/2008
|
326,241
|
$8.7648
|
Acquisition
|
2/4/2008
|
271,649
|
$9.2824
|
Acquisition
|
2/5/2008
|
387,700
|
$9.1351
|
Acquisition
|
2/6/2008
|
594,266
|
$9.0724
|
Acquisition
|
2/7/2008
|
367,588
|
$9.0166
|
Acquisition
|
2/8/2008
|
214,115
|
$9.3142
|
Acquisition
|
2/11/2008
|
76,307
|
$9.4546
|
Acquisition
|
2/12/2008
|
43,424
|
$9.4608
|
Acquisition
|
2/13/2008
|
850,000
|
$9.0154
|
Acquisition
|
2/14/2008
|
115,600
|
$8.7422
|
Acquisition
|
* Average
purchase price excludes commissions.
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