sc13d.htm

 
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
   

 

 
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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.
 

 
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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.
 

 
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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

 

 
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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
       
 
 
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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
       

 
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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
   

 
 

 
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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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