SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. ____)
Filed by the Registrant [ X ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to §240.14a-11(c) or §240.14a-12
ITT EDUCATIONAL SERVICES, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement if other than the Registrant)Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
1.
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To elect three Directors
to serve until the 2003 Annual Meeting of Shareholders and until their
successors are elected and have qualified.
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2.
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To act upon such other
matters that may properly come before the meeting.
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By Order of the Board of
Directors,
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Clark D.
Elwood
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Senior Vice President,
General
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Counsel and Secretary
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Nominees for Term
Expiring at the 2003 Annual Meeting.
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Term Expiring at the
2001 Annual Meeting.
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Term Expiring at the
2002 Annual Meeting.
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supports the independence
of our independent and internal auditors and the objectivity of our
financial statements;
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reviews our annual
financial statements and our principal policies for accounting, internal
control and financial reporting;
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recommends to the Board of
Directors the engagement or discharge of the independent
auditors;
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reviews with the
independent auditors the plan, scope and timing of their
audit;
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reviews the independent
auditors fees and reviews with management the independent auditors
report after completion of the audit;
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reviews and considers
major claims and litigation as well as legal, regulatory and related
governmental policy matters that affect us; and
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reviews and approves
management policies and programs relating to compliance with legal and
regulatory requirements, business integrity and ethics, conflicts of
interest and environmental matters.
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reviews and makes
recommendations to the Board of Directors with respect to the direct and
indirect compensation and employee benefits of our Chairman and other
elected officers;
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reviews, administers and
makes recommendations to the Board of Directors with respect to any
incentive plans and bonus plans that include elected officers;
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reviews managements
long-range planning for executive development and succession;
and
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performs certain other
review functions relating to management compensation and employee
relations policies.
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makes recommendations
concerning the organization, size and composition of our Board of
Directors and its standing committees;
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proposes nominees for
election to our Board and its standing committees; and
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considers the
qualifications, compensation and retirement of our Directors.
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Name |
Age |
Position |
|||||||
---|---|---|---|---|---|---|---|---|---|
Rene R. Champagne | 58 | Chairman, President and Chief Executive Officer | |||||||
Omer E. Waddles | 40 | Executive Vice President | |||||||
Gene A. Baugh | 57 | Senior Vice President and Chief Financial Officer | |||||||
Clark D. Elwood | 39 | Senior Vice President, General Counsel and Secretary | |||||||
Edward G. Hartigan | 60 | Senior Vice President | |||||||
Thomas W. Lauer | 53 | Senior Vice President |
Annual
Compensation |
Long-Term
Compensation Awards |
||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Name and Principal
Position |
Year |
Salary |
Bonus(1) |
Securities
Underlying Options(2) |
All Other
Compensation(3) |
||||||||||||||||
Rene R. Champagne | 1999 | $350,000 | 502,650 | (4) | 60,000 | $53,916 | (5) | ||||||||||||||
Chairman, President and | 1998 | 315,000 | 190,000 | 67,000 | 11,025 | ||||||||||||||||
Chief Executive Officer | 1997 | 275,000 | 175,000 | 45,000 | 5,675 | ||||||||||||||||
Thomas W. Lauer | 1999 | 180,343 | 119,216 | (6) | 20,000 | 6,312 | |||||||||||||||
Senior Vice President | 1998 | 173,020 | 80,000 | 25,000 | 5,983 | ||||||||||||||||
1997 | 161,833 | 80,000 | 18,750 | 5,266 | |||||||||||||||||
Gene A. Baugh | 1999 | 169,800 | 217,830 | (7) | 20,000 | 5,943 | |||||||||||||||
Senior Vice President and | 1998 | 161,963 | 83,000 | 25,000 | 5,660 | ||||||||||||||||
Chief Financial Officer | 1997 | 150,877 | 80,000 | 18,750 | 5,162 | ||||||||||||||||
Edward G. Hartigan | 1999 | 157,144 | 105,723 | (8) | 12,000 | 5,500 | |||||||||||||||
Senior Vice President | 1998 | 150,622 | 63,000 | 15,000 | 5,272 | ||||||||||||||||
1997 | 145,418 | 60,000 | 18,750 | 5,090 | |||||||||||||||||
Clark D. Elwood | 1999 | 143,700 | 200,779 | (9) | 20,000 | 5,009 | |||||||||||||||
Senior Vice President, General Counsel and | 1998 | 133,670 | 63,000 | 25,000 | 4,679 | ||||||||||||||||
Secretary | 1997 | 124,000 | 63,000 | 18,750 | 4,299 |
(1)
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Amounts
shown represent bonus compensation accrued in the stated year and
paid in the subsequent year, except that: (a) the amount shown
for 1999 includes the annual bonus award (the Annual Bonus
) and an additional one-time bonus award (the Special
Bonus) that was paid in February 1999 for the extraordinary
contributions of the recipient during 1998 associated with ESI
s February 23, 1998 change in control occasioned by
Starwood, Inc.s acquisition of ITT, the June 9, 1998 and
February 1, 1999 secondary public offerings of ESI Common Stock
owned by ITT, ESIs subsidiary reorganization, and ESI
s change in the accreditation of its ITT Technical
Institutes; and (b) the amount shown for 1997 was accrued in 1997
and paid in November 1997. The 1999 Special Bonus was paid with
monies ESI received from ITT for administrative expenses related
to the February 1, 1999 secondary public offering of ESI Common
Stock owned by ITT. See
Certain TransactionsAgreements With
Former ShareholderStock Repurchase Agreement.
The 1999 Annual Bonus was paid in components of cash and shares of
ESI Common Stock, and the percentage of each component depended
on the value of the recipients holdings of ESI Common Stock
prior to the payment of the bonus award.
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(2)
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Stock
options relate solely to shares of ESI Common Stock. None of the
Named Executive Officers have received any SARs or restricted
stock from ESI.
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(3)
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Except
as otherwise specified, amounts shown represent employer
contributions under (a) the ESI 401(k) Plan, a defined
contribution plan, beginning May 16, 1998, (b) the ESI Excess
Savings Plan, a non-qualified retirement plan, beginning May 16,
1998, and (c) The ITT 401k Retirement Savings Plan (formerly
known as the ITT Investment and Savings Plan), a
defined contribution plan, prior to May 16, 1998. From December
19, 1995 until February 23, 1998, all contributions were in the
form of ITT common stock. From February 23, 1998 until May 16,
1998, all contributions were in the form of paired shares of
Starwood, Inc. common stock and Starwood Hotels & Resorts, a
Maryland real estate investment trust, beneficial interest
(collectively, the Paired Shares). All contributions
on and after May 16, 1998 are in the form of ESI Common
Stock.
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(4)
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This
number includes an Annual Bonus of $202,650 and a Special Bonus
of $300,000.
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(5)
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This
amount includes $41,666 that we paid to Mr. Champagne in
satisfaction of ITTs obligations that we assumed with
respect to Mr. Champagnes post-retirement medical benefits.
See Certain TransactionsAgreements With
Former ShareholderEmployee Benefits Agreement.
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(6)
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This
number includes an Annual Bonus of $69,216 and a Special Bonus of
$50,000.
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(7)
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This
number includes an Annual Bonus of $67,830 and a Special Bonus of
$150,000.
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(8)
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This
number includes an Annual Bonus of $55,723 and a Special Bonus of
$50,000.
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(9)
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This
number includes an Annual Bonus of $50,779 and a Special Bonus of
$150,000.
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an
annual retainer of $18,000;
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a $1,000
fee for each Board meeting attended in person;
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a $500
fee for each Board meeting attended telephonically, unless the
meeting is a telephonic meeting in which case the fee is
$1,000;
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a $500
fee for each standing committee meeting attended in person;
and
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a $250
fee for each standing committee meeting attended telephonically,
unless the meeting is a telephonic meeting in which case the fee
is $500.
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Name |
Individual
Grants |
Potential
Realizable Value at
Assumed Annual Rates of Stock Price Appreciation for Option Term(3) |
|||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Number of
Securities Underlying Options Granted(1) |
% of
Total Options Granted to Employees in Fiscal Year |
Exercise
Price(2) |
Expiration
Date |
5% |
10% |
||||||||
Rene R. Champagne | 60,000 | 13.95 | % | $34.125 | 1/28/09 | $1,287,660 | $3,263,160 | ||||||
Thomas W. Lauer | 20,000 | 4.65 | % | 34.125 | 1/28/09 | 429,220 | 1,087,720 | ||||||
Gene A. Baugh | 20,000 | 4.65 | % | 34.125 | 1/28/09 | 429,220 | 1,087,720 | ||||||
Edward G. Hartigan | 12,000 | 2.79 | % | 34.125 | 1/28/09 | 257,532 | 652,632 | ||||||
Clark D. Elwood | 20,000 | 4.65 | % | 34.125 | 1/28/09 | 429,220 | 1,087,720 |
(1)
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Numbers
shown represent nonqualified stock options to purchase ESI Common
Stock.
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(2)
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Nonqualified stock options granted at 100% of the fair
market value of ESI Common Stock on the date of grant. The
options granted are exercisable in thirds on January 26 of each
of the years 2000, 2001 and 2002.
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(3)
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The
amounts shown are the result of calculations at the 5% and 10%
rates set by the Securities and Exchange Commission and,
therefore, are not intended to forecast possible future
appreciation, if any, of our stock price. We did not use an
alternative formula for a grant date valuation, as we are not
aware of any formula which will determine with reasonable
accuracy a present value based on future unknown or volatile
factors. At the end of the term of the options granted on January
26, 1999, the projected price per share of ESI Common Stock would
be $55.586 at an assumed annul appreciation rate of 5% and
$88.511 at an assumed annual appreciation rate of
10%.
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Name |
Shares
Acquired on Exercise |
Value
Realized |
Number of
Securities
Underlying Unexercised Options at Fiscal Year-End |
Value of
Unexercised
In-the-Money Options at Fiscal Year-End(2) |
||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|
Exercisable |
Unexercisable |
Exercisable |
Unexercisable |
|||||||||
Rene R. Champagne | 0 | $0 | 153,583 | 119,667 | $859,916.25 | $0.00 | ||||||
Thomas W. Lauer | 0 | 0 | 54,583 | 42,917 | 286,738.75 | 0.00 | ||||||
Gene A. Baugh | 0 | 0 | 54,583 | 42,917 | 286,738.75 | 0.00 | ||||||
Edward G. Hartigan | 0 | 0 | 51,250 | 28,250 | 286,738.75 | 0.00 | ||||||
Clark D. Elwood | 0 | 0 | 43,333 | 42,917 | 147,352.50 | 0.00 |
(1)
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The
closing price for ESI Common Stock on the New York Stock Exchange
on December 31, 1999 was $15.438. Value is calculated on the
basis of the difference between the option exercise price and
$15.438, multiplied by the number of In-the-Money
shares of ESI Common Stock underlying the option.
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Years of
Service |
||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|
Remuneration |
15 |
20 |
25 |
30 |
35 |
40 |
||||||
$50,000 | $ 15,000 | $ 20,000 | $ 25,000 | $ 28,750 | $ 32,500 | $ 36,250 | ||||||
100,000 | 30,000 | 40,000 | 50,000 | 57,500 | 65,000 | 72,500 | ||||||
200,000 | 60,000 | 80,000 | 100,000 | 115,000 | 130,000 | 145,000 | ||||||
300,000 | 90,000 | 120,000 | 150,000 | 172,500 | 195,000 | 217,500 | ||||||
400,000 | 120,000 | 160,000 | 200,000 | 230,000 | 260,000 | 290,000 | ||||||
500,000 | 150,000 | 200,000 | 250,000 | 287,500 | 325,000 | 362,500 |
Points |
Standard
Schedule
Allocation Percentage |
|
---|---|---|
1 29 | 2.0 | |
30 34 | 2.5 | |
35 39 | 3.0 | |
40 44 | 3.5 | |
45 49 | 4.0 | |
50 54 | 4.5 | |
55 59 | 5.5 | |
60 64 | 6.5 | |
65 69 | 7.5 | |
70 74 | 9.0 | |
75 79 | 10.5 | |
80+ | 12.0 |
Points |
Transition
Schedule
Allocation Percentage |
|
---|---|---|
1 29 | 2.0 | |
30 34 | 2.5 | |
35 39 | 3.0 | |
40 44 | 3.5 | |
45 49 | 4.0 | |
50 54 | 4.5 | |
55 59 | 5.5 | |
60 64 | 7.0 | |
65 69 | 8.5 | |
70 74 | 10.5 | |
75 79 | 13.0 | |
80+ | 16.0 |
Executive
Officer |
Estimated
Annual Benefit |
|
---|---|---|
Mr. Champagne | $23,077 | |
Mr. Lauer | 49,929 | |
Mr. Baugh | 31,559 | |
Mr. Hartigan | 15,719 | |
Mr. Elwood | 112,531 |
Compensation
Committee
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James D.
Fowler, Jr.
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Daniel P.
Weadock
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Vin
Weber
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12/31/94 |
12/31/95 |
12/31/96 |
12/31/97 |
12/31/98 |
12/31/99 |
|||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|
ITT Educational Services, Inc. | 100.00 | 243.21 | 513.38 | 495.34 | 754.80 | 342.71 | ||||||
Industry Group Index | 100.00 | 237.55 | 425.54 | 608.92 | 770.91 | 472.75 | ||||||
Former Industry Group Index | 100.00 | 237.55 | 425.54 | 608.92 | 770.91 | 445.60 | ||||||
S&P 500 Index | 100.00 | 137.58 | 169.17 | 225.61 | 290.09 | 351.13 |
Name of
Beneficial Owner |
ESI Common
Stock |
||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
Number of
Shares
Beneficially Owned(1) |
Percent of
Class |
||||||||||
Westport Asset
Management, Inc. and
Westport Advisers LLC |
3,127,040 | (2) | 12.7 | ||||||||
253 Riverside Avenue | |||||||||||
Westport, CT 06880 | |||||||||||
J & W
Seligman & Co. Incorporated and
William C. Morris |
1,685,930 | (3) | 6.8 | ||||||||
100 Park Avenue | |||||||||||
New York, NY 10017 | |||||||||||
FMR
Corp.,
Edward C. Johnson 3d and Abigail P. Johnson |
1,475,000 | (4) | 6.0 | ||||||||
82 Devonshire Street | |||||||||||
Boston, MA 02109 | |||||||||||
Warburg Pincus Asset Management, Inc. | 1,466,577 | (5) | 6.0 | ||||||||
466 Lexington Avenue | |||||||||||
New York, NY 10017 | |||||||||||
Baron
Capital Group, Inc.,
BAMCO, Inc., Baron Capital Management, Inc. and Ronald Baron |
1,243,500 | (6) | 5.0 | ||||||||
767 Fifth Avenue | |||||||||||
New York, NY 10153 |
Name of
Beneficial Owner |
ESI Common Stock |
||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
Number of Shares
Beneficially Owned(1) |
Percent
of Class |
||||||||||
Rene R. Champagne | 251,376 | (7) | 1.0 | ||||||||
Gene A. Baugh | 84,366 | (8) | * | ||||||||
Clark D. Elwood | 68,789 | (9) | * | ||||||||
Edward G. Hartigan | 72,889 | (10) | * | ||||||||
Thomas W. Lauer | 82,050 | (11) | * | ||||||||
Rand V. Araskog | 250,582 | (12) | 1.0 | ||||||||
John E. Dean | 15,437 | (13) | * | ||||||||
Leslie Lenkowsky | 12,500 | (15) | * | ||||||||
Harris N. Miller | 12,300 | (16) | * | ||||||||
Daniel P. Weadock | 10,582 | (17) | * | ||||||||
Vin Weber | 12,832 | (18) | * | ||||||||
All current Directors and executive officers as a group (12) | 887,453 | (19) | 3.5 |
(1)
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All shares of ESI Common Stock are owned
directly except as otherwise indicated. Pursuant to
regulations of the Securities and Exchange Commission, shares
(a) receivable by Directors and executive officers upon
exercise of employee stock options exercisable within 60 days
after February 22, 2000, (b) allocated to the accounts of
certain Directors and executive officers under the ESI 401(k)
Plan at February 22, 2000 or (c) credited to the accounts of
certain Directors under the ESI Non-Employee Directors
Deferred Compensation Plan at February 22, 2000 are deemed to
be beneficially owned by such Directors and executive
officers.
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(2)
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Based solely on information in reports filed by
the beneficial owners under Section 13(d) or 13(g) of the
Securities Exchange Act of 1934 (the 1934 Act).
Each beneficial owner possesses voting and investment power
over a total of 3,127,040 shares. Westport Advisers LLC (
Advisers) is a registered investment adviser and a
subsidiary of Westport Asset Management, Inc. (WAM
), which is also a registered investment adviser.
Advisers and WAM have sole power to (a) vote or direct the
vote of 305,500 shares and (b) dispose or direct the
disposition of 305,500 shares. Advisers and WAM have shared
power to (a) vote or direct the vote of 2,564,015 shares and
(b) dispose or direct the disposition of 2,821,540
shares.
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(3)
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Based solely on information in reports filed by
the beneficial owners under Section 13(d) or 13(g) of the 1934
Act. Each beneficial owner is a member of a group that
possesses voting and investment power over a total of
1,685,930 shares. J & W Seligman & Co. Incorporated (
JWS) is a registered investment adviser. Mr.
Morris owns a majority interest in JWS. JWS and Mr. Morris
have shared power to (a) vote or direct the vote of 1,502,900
shares and (b) dispose or direct the disposition of 1,685,930
shares.
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(4)
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Based solely on information in reports filed by
the beneficial owners under Section 13(d) or 13(g) of the 1934
Act. Each beneficial owner is a member of a group that
possesses voting and investment power over a total of
1,475,000 shares. Fidelity Management & Research Company (
Fidelity) is a registered investment adviser and
subsidiary of FMR Corp. Fidelity Management Trust Company (
Trust) is a bank and a subsidiary of FMR Corp. Mr.
Johnson and his family, including Ms. Johnson, own a
controlling interest in FMR Corp. Fidelity International
Limited (FIL) is an investment adviser that is
controlled by Mr. Johnson and members of his family. FMR Corp.
has sole power to (a) vote or direct the vote of 309,000
shares beneficially owned by Trust and 6,800 shares
beneficially owned by FIL and (b) dispose or direct the
disposition of 1,159,200 shares beneficially owned by
Fidelity, 309,000 shares beneficially owned by Trust and 6,800
shares beneficially owned by FIL. Mr. Johnson and Ms. Johnson
each have sole power to dispose or direct the disposition of
1,159,200 shares beneficially owned by Fidelity, 309,000
shares beneficially owned by Trust and 6,800 shares
beneficially owned by FIL.
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(5)
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Based solely on information in reports filed by
the beneficial owner under Section 13(d) or 13(g) of the 1934
Act. The beneficial owner is a registered investment adviser
and has sole power to vote or direct the vote of 1,198,050
shares.
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(6)
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Based solely on information in reports filed by
the beneficial owners under Section 13(d) or 13(g) of the 1934
Act. Each beneficial owner is a member of a group that
possesses voting and investment power over a total of
1,243,500 shares. BAMCO, Inc. and Baron Capital Management,
Inc. are registered investment advisers and subsidiaries of
Baron Capital Group, Inc. Mr. Baron owns a controlling
interest in Baron Capital Group, Inc. Baron Capital Group,
Inc. and Mr. Baron have shared power to (a) vote or direct the
vote of 1,243,500 shares and (b) dispose or direct the
disposition of 1,243,500 shares. BAMCO, Inc. has shared power
to (a) vote or direct the vote of 975,000 shares and (b)
dispose or direct the disposition of 975,000 shares. Baron
Capital Management, Inc. has shared power to (a) vote or
direct the vote of 268,500 shares and (b) dispose or direct
the disposition of 268,500 shares.
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(7)
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This number includes 36,362 shares owned
directly, 4,098 shares owned under the ESI 401(k) Plan and
210,916 shares subject to presently exercisable
options.
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(8)
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This number includes 8,256 shares owned
directly, 278 shares owned under the ESI 401(k) Plan and
75,832 shares subject to presently exercisable
options.
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(9)
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This number includes 1,805 shares owned
directly, 2,402 shares owned under the ESI 401(k) Plan and
64,582 shares subject to presently exercisable
options.
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(10)
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This number includes 2,897 shares owned
directly, 3,492 shares owned under the ESI 401(k) Plan and
66,500 shares subject to presently exercisable
options.
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(11)
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This number includes 5,842 shares owned
directly, 376 shares owned under the ESI 401(k) Plan and
75,832 shares subject to presently exercisable
options.
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(12)
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This number includes 240,000 shares owned
directly, 582 shares deferred under the Directors Deferred
Compensation Plan and 10,000 shares subject to presently
exercisable options.
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(13)
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This number includes 4,405 shares owned
directly, 450 shares owned by Mr. Deans spouse, 582
shares deferred under the Directors Deferred Compensation Plan
and 10,000 shares subject to presently exercisable
options.
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(14)
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This number includes 3,750 shares owned
directly and 10,000 shares subject to presently exercisable
options.
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(15)
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This number includes 2,500 shares owned
directly and 10,000 shares subject to presently exercisable
options.
|
(16)
|
This number includes 2,300 shares owned
directly and 10,000 shares subject to presently exercisable
options.
|
(17)
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This number includes 582 shares deferred under
the Directors Deferred Compensation Plan and 10,000 shares
subject to presently exercisable options.
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(18)
|
This number includes 2,250 shares owned
directly, 582 shares deferred under the Directors Deferred
Compensation Plan and 10,000 shares subject to presently
exerciable options.
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(19)
|
This number includes 10,646 shares owned under
the ESI 401(k) Plan, 563,662 shares subject to presently
exercisable options and 2,328 shares deferred under the
Directors Deferred Compensation Plan.
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the authorized number of directors on our Board
of Directors (the Board) was not to exceed
10;
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the authorized number of classes of directors
of the Board was not to exceed three;
|
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in connection with each annual meeting of our
shareholders, the Board was to nominate and recommend such
number of persons (rounded up to the next whole number but not
to exceed four) designated by ITT to be elected to the Board
so that the total number of ITT designees on the Board would
be in relative proportion to the percentage of the outstanding
shares of ESI Common Stock held by ITT and its affiliates
(collectively, the ITT Group); and
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the membership of our standing Nominating
Committee of the Board was to be limited to four members, two
of whom were to be directors who were ITT designees until the
number of ITT designees on the Board was two, in which event
only one ITT designated director was to be on the Nominating
Committee, and if there was one ITT designee on the Board,
such designee was not required to be on the Nominating
Committee.
|
|
we would repurchase from ITT in the February
1999 Offering 1,500,000 shares of ESI Common Stock at a per
share price equal to the lesser of (1) the public offering
price, less underwriting discounts and commissions and (2)
$32.84;
|
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upon completion of the February 1999 Offering
and the stock repurchase, ITT would pay us $500,000 for
administrative expenses and an additional $500,000 for
administrative expenses if certain conditions related to the
February 1999 Offering were satisfied;
|
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the License Agreement would be amended,
effective upon the consummation of the February 1999 Offering
and the stock repurchase, and would:
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provide us with a perpetual royalty-free
license to use the Licensed Mark;
|
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expand the manner in which we can use the
Licensed Mark; and
|
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allow us to assign our license to use the
Licensed Mark to any of our wholly-owned
subsidiaries;
|
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ITT would use its best efforts to cause Tony
Coelho, Robin Josephs, Merrick R. Kleeman and Barry S.
Sternlicht to resign from the Board upon the consummation of
the February 1999 Offering and the stock
repurchase;
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if the underwriters over-allotment option
in the February 1999 Offering was not exercised in full, we
would file a post-effective amendment to the registration
statement for the February 1999 Offering, converting it into a
shelf registration statement covering all remaining shares of
ESI Common Stock held by ITT. In addition, ITT agreed that
this shelf registration would constitute ITTs last
remaining demand registration under the Registration Rights
Agreement; and
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we and ITT will indemnify each other against
certain liabilities that may arise in connection with the
February 1999 Offering, the stock repurchase or the related
transactions.
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Proposal
One: Election of three Directors to
serve until the 2003 Annual Meeting of Shareholders and until
their successors are elected and have qualified.
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All shareholders of record at the close of
business on March 13, 2000 will be entitled to vote at the
meeting.
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and Chief Executive Officer
ONE: Election of
Directors |
FOR all
[_]
nominees listed below
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WITHHOLD
[_]
AUTHORITY to vote for all nominees listed
below |
*EXCEPTIONS
[_]
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In their discretion, the Proxies are authorized
to vote upon such other matters as may properly come before
the meeting or any adjournment or postponement
thereof.
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Change of Address and
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or Comments Mark Here
[_]
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Note: Please add your title if you are signing
for a corporation or other business entity, or as attorney,
administrator, executor, guardian, trustee or in any other
representative capacity.
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Date: | ______________________________ | , 2000 |
Signature
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Please mark, sign, date and return this proxy promptly using the enclosed envelope. | Votes MUST be indicated
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(x) in Black or Blue Ink.
[X]
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ITT EDUCATIONAL SERVICES, INC.
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P.O. Box 11170
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NEW YORK, NY 10203-0170
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