UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
ITT Educational Services, Inc.
-------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $0.01 par value
-------------------------------------------------------------------------------
(Title of Class of Securities)
445068B109
--------------------------------------------
(CUSIP Number)
December 31, 2003
-------------------------------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[X] Rule 13d-1(b)
[_] Rule 13d-1(c)
[_] Rule 13d-1(d)
Page 1 of 7 pages
-----------------------
CUSIP No. 45068B109 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
Goldman Sachs Asset Management, L.P.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Delaware
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 2,141,203
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
0
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 2,626,323
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
0
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
2,626,323
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
5.8%
------------------------------------------------------------------------------
12. Type of Reporting Person
IA
------------------------------------------------------------------------------
Page 2 of 7 pages
Item 1(a). Name of Issuer:
ITT Educational Services, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
13000 North Meridian Street
Carmel, Indiana 46032-1404
Item 2(a). Name of Persons Filing:
Goldman Sachs Asset Management, L.P.
Item 2(b). Address of Principal Business Office or, if none, Residence:
32 Old Slip
New York, NY 10005
Item 2(c). Citizenship:
Goldman Sachs Asset Management, L.P. - Delaware
Item 2(d). Title of Class of Securities:
Common Stock, $0.01 par value
Item 2(e). CUSIP Number:
45068B109
Item 3. If this statement is filed pursuant to Rules 13d-1(b) or
13d-2(b) or (c), check whether the person filing is a :
(a).[ ] Broker or dealer registered under Section 15 of the Act
(15 U.S.C. 78o).
(b).[_] Bank as defined in Section 3(a)(6) of the Act
(15 U.S.C. 78c).
(c).[_] Insurance company as defined in Section 3(a)(19) of the Act
(15 U.S.C. 78c).
(d).[_] Investment company registered under Section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e).[X] An investment adviser in accordance with
Rule 13d-1(b)(1)(ii)(E);
Goldman Sachs Asset Management, L.P.
(f).[_] An employee benefit plan or endowment fund in accordance
with Rule 13d-1(b)(1)(ii)(F);
(g).[_] A parent holding company or control person in accordance
with Rule 13d-1(b)(1)(ii)(G);
(h).[_] A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
(i).[_] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the
Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j).[_] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
Page 3 of 7 pages
Item 4. Ownership.(1)(2)
(a). Amount beneficially owned:
See the response(s) to Item 9 on the attached cover page(s).
(b). Percent of Class:
See the response(s) to Item 11 on the attached cover page(s).
(c). Number of shares as to which such person has:
(i). Sole power to vote or to direct the vote: See the
response(s) to Item 5 on the attached cover page(s).
(ii). Shared power to vote or to direct the vote: See the
response(s) to Item 6 on the attached cover page(s).
(iii). Sole power to dispose or to direct the disposition
of: See the response(s) to Item 7 on the attached
cover page(s).
(iv). Shared power to dispose or to direct the disposition
of: See the response(s) to Item 8 on the attached
cover page(s).
Item 5. Ownership of Five Percent or Less of a Class.
Not Applicable
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
Not Applicable
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company.
Not Applicable
Item 8. Identification and Classification of Members of the Group.
Not Applicable
Item 9. Notice of Dissolution of Group.
Not Applicable
Item 10. Certification.
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired
and are held in the ordinary course of business and were not
acquired and are not held for the purpose of or with the
effect of changing or influencing the control of the issuer
of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having
that purpose or effect.
--------------------------
(1) In accordance with Securities and Exchange Commission ("SEC") Release
No. 34-39538 (January 12, 1998), this filing reflects the securities
beneficially owned by Goldman Sachs Asset Management, L.P. ("GSAM LP"). GSAM LP,
an investment advisor, disclaims beneficial ownership of any securities managed,
on GSAM LP's behalf, by third parties.
(2) Beginning on or about April 26, 2003, GSAM LP assumed all, or
substantially all of the rights and responsibilities of Goldman Sachs Asset
Management ("GSAM"), a separate business unit of The Goldman Sachs Group, Inc.
under the terms of its advisory agreements. The full assumption is expected to
be completed by the close of the first quarter of 2004.
Page 4 of 7 pages
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: February 12, 2004
GOLDMAN SACHS ASSET MANAGEMENT, L.P.
By: /s/ Roger S. Begelman
----------------------------------------
Name: Roger S. Begelman
Title: Attorney-in-fact
Page 5 of 7 pages
INDEX TO EXHIBITS
Exhibit No. Exhibit
----------- -------
99.1 Power of Attorney, dated November 19, 2003, relating to
Goldman Sachs Asset Management, L.P.
Page 6 of 7 pages
EXHIBIT (99.1)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GOLDMAN SACHS ASSET MANAGEMENT, L.P.
(the "Company") does hereby make, constitute and appoint each of Roger S.
Begelman, Edward T. Joel, Saskia Brookfield Martin and Ted Chang, (and any
other employee of The Goldman Sachs Group, Inc. or one of its affiliates
designated in writing by one of the attorneys-in-fact), acting individually, its
true and lawful attorney, to execute and deliver in its name and on its behalf
whether the Company is acting individually or as representative of others, any
and all filings required to be made by the Company under the Securities Exchange
Act of 1934, (as amended, the "Act"), with respect to securities which may be
deemed to be beneficially owned by the Company under the Act, giving and
granting unto each said attorney-in-fact power and authority to act in the
premises as fully and to all intents and purposes as the Company might or could
do if personally present by one of its authorized signatories, hereby ratifying
and confirming all that said attorney-in-fact shall lawfully do or cause to be
done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents
as of November 19th, 2003.
GOLDMAN SACHS ASSET MANAGEMENT, L.P.
By: s/ Howard Surloff
----------------------------
Name: Howard Surloff
Title: Managing Director
Page 7 of 7 pages