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UNITED STATES |
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SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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SCHEDULE 13G (Rule 13d-102) |
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INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT
TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS
THERETO FILED PURSUANT TO RULE 13d-2(b)
Under
the Securities Exchange Act of 1934
(Amendment No. )*
Capella Education Company
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
139594 10 5
(CUSIP Number)
December 31, 2006
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o |
Rule 13d-1(b) |
o |
Rule 13d-1(c) |
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Rule 13d-1(d) |
*The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in 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).
CUSIP No. 139594 10 5 |
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1. |
Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
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(b) |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of
Organization |
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Number of |
5. |
Sole Voting Power |
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6. |
Shared Voting Power
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7. |
Sole Dispositive Power
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8. |
Shared Dispositive Power |
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9. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
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10. |
Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) o |
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11. |
Percent of Class Represented
by Amount in Row (9) |
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12. |
Type of Reporting Person
(See Instructions) |
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1
CUSIP No. 139594 10 5 |
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1. |
Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
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(b) |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of
Organization |
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Number of |
5. |
Sole Voting Power |
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6. |
Shared Voting Power
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7. |
Sole Dispositive Power
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8. |
Shared Dispositive Power |
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9. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
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10. |
Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) o |
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11. |
Percent of Class
Represented by Amount in Row (9) |
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12. |
Type of Reporting Person
(See Instructions) |
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CUSIP No. 139594 10 5 |
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1. |
Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
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(b) |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of
Organization |
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Number of |
5. |
Sole Voting Power |
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6. |
Shared Voting Power
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7. |
Sole Dispositive Power
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8. |
Shared Dispositive Power |
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9. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
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10. |
Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) o |
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11. |
Percent of Class
Represented by Amount in Row (9) |
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12. |
Type of Reporting Person
(See Instructions) |
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3
CUSIP No. 139594 10 5 |
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1. |
Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
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(b) |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of
Organization |
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Number of |
5. |
Sole Voting Power |
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6. |
Shared Voting Power
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7. |
Sole Dispositive Power
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8. |
Shared Dispositive Power |
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9. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
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10. |
Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) o |
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11. |
Percent of Class
Represented by Amount in Row (9) |
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12. |
Type of Reporting Person
(See Instructions) |
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(1) The shares of Stock are owned directly by Forstmann VI and Forstmann VII and are also reflected on the cover pages for Forstmann VI and Forstmann VII. Each of Forstmann VI and Forstmann VII disclaims beneficial ownership of shares owned by each other entity. The general partner of Forstmann VI and Forstmann VII is FLC XXXII. The general partners of FLC XXXII are Theodore J. Forstmann, Winston W. Hutchins, and T. Geoffrey McKay. Accordingly, each of the individuals named above, other than Mr. McKay for the reason described below, may be deemed the beneficial owner of shares owned by Forstmann VI and Forstmann VII. Mr. McKay does not have any voting or investment power with respect to, or any economic interest in, the shares of Stock held by Forstmann VI or Forstmann VII and, accordingly, Mr. McKay is not deemed to be a beneficial owner of these shares.
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CUSIP No. 139594 10 5 |
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1. |
Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
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(b) |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of
Organization |
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Number of |
5. |
Sole Voting Power |
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6. |
Shared Voting Power
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7. |
Sole Dispositive Power
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8. |
Shared Dispositive Power |
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9. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
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10. |
Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) o |
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11. |
Percent of Class
Represented by Amount in Row (9) |
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12. |
Type of Reporting Person
(See Instructions) |
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(1) The shares of Stock are owned directly by Forstmann VIII and are also reflected on the cover page for Forstmann VIII. The general partner of Forstmann VIII is FLC XXXIII. The general partners of FLC XXXIII are Theodore J. Forstmann, Winston W. Hutchins, and T. Geoffrey McKay. Accordingly, each of the individuals named above, other than Mr. McKay for the reason described below, may be deemed the beneficial owner of shares owned by Forstmann VIII. Mr. McKay does not have any voting or investment power with respect to, or any economic interest in, the shares of Stock held by Forstmann VIII and, accordingly, Mr. McKay is not deemed to be a beneficial owner of these shares.
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CUSIP No. 139594 10 5 |
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1. |
Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
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(b) |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of
Organization |
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Number of |
5. |
Sole Voting Power |
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6. |
Shared Voting Power
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7. |
Sole Dispositive Power
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8. |
Shared Dispositive Power |
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9. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
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10. |
Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) o |
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11. |
Percent of Class
Represented by Amount in Row (9) |
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12. |
Type of Reporting Person
(See Instructions) |
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(1) The shares of Stock are owned directly by Forstmann VI, Forstmann VII and Forstmann VIII and are also reflected on the cover pages for Forstmann VI, Forstmann VII, Forstmann VIII and Winston W. Hutchins. Each of Forstmann VI, Forstmann VII and Forstmann VIII disclaims beneficial ownership of shares owned by each other entity. The general partner of Forstmann VI and Forstmann VII is FLC XXXII and the general partner of Forstmann VIII is FLC XXXIII. The general partners of FLC XXXII and FLC XXXIII are Theodore J. Forstmann, Winston W. Hutchins, and T. Geoffrey McKay. Accordingly, each of the individuals named above, other than Mr. McKay for the reason described below, may be deemed the beneficial owner of shares owned by Forstmann VI, Forstmann VII and Forstmann VIII. Mr. McKay does not have any voting or investment power with respect to, or any economic interest in, the shares of Stock held by Forstmann VI, Forstmann VII or Forstmann VIII and, accordingly, Mr. McKay is not deemed to be a beneficial owner of these shares.
6
CUSIP No. 139594 10 5 |
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1. |
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
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(b) |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of
Organization |
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Number of |
5. |
Sole Voting Power |
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6. |
Shared Voting Power
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7. |
Sole Dispositive Power
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8. |
Shared Dispositive Power |
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9. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
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10. |
Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) o |
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11. |
Percent of Class
Represented by Amount in Row (9) |
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12. |
Type of Reporting Person
(See Instructions) |
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(1) The shares of Stock are owned directly by Forstmann VI, Forstmann VII and Forstmann VIII and are also reflected on the cover pages for Forstmann VI, Forstmann VII, Forstmann VIII and Theodore J. Forstmann. Each of Forstmann VI, Forstmann VII and Forstmann VIII disclaims beneficial ownership of shares owned by each other entity. The general partner of Forstmann VI and Forstmann VII is FLC XXXII and the general partner of Forstmann VIII is FLC XXXIII. The general partners of FLC XXXII and FLC XXXIII are Theodore J. Forstmann, Winston W. Hutchins, and T. Geoffrey McKay. Accordingly, each of the individuals named above, other than Mr. McKay for the reason described below, may be deemed the beneficial owner of shares owned by Forstmann VI, Forstmann VII and Forstmann VIII. Mr. McKay does not have any voting or investment power with respect to, or any economic interest in, the shares of Stock held by Forstmann VI, Forstmann VII or Forstmann VIII and, accordingly, Mr. McKay is not deemed to be a beneficial owner of these shares.
7
Item 1. |
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(a) |
Name of Issuer |
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(b) |
Address of Issuers Principal Executive Offices Minneapolis, MN 55402 |
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Item 2. |
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(a) |
Name of Person Filing |
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(b) |
Address of Principal
Business Office or, if none, Residence |
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c/o Forstmann Little & Co. 767 Fifth Avenue, 44th Floor New York, New York 10153 |
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(c) |
Citizenship FLC XXXII and FLC XXXIII are limited partnerships organized in the
state of New York. |
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(d) |
Title of Class of
Securities |
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(e) |
CUSIP Number |
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Item 3. |
If this statement is filed pursuant to
§§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
Item 4. |
Ownership |
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Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. |
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(a) |
Amount beneficially owned: The Reporting Persons beneficially own 1,106,372 shares of Stock of the Issuer. The shares of Stock are owned directly by Forstmann VI (875,336 shares), Forstmann VII (144,397 shares) and Forstmann VIII (86,639 shares). Each of Forstmann VI, Forstmann VII and Forstmann VIII disclaims beneficial ownership of shares owned by the other entities. The general partner of Forstmann VI and Forstmann VII is FLC XXXII and the general partner of Forstmann VIII is FLC XXXIII. The general partners of FLC XXXII and FLC XXXIII are Theodore J. Forstmann, Winston W. Hutchins, and T. Geoffrey McKay. Accordingly, each of the individuals named above, other than Mr. McKay for the reason described below, may be deemed the beneficial owner of shares owned by Forstmann VI, Forstmann VII and Forstmann VIII. Mr. McKay does not have any voting or investment power with respect to, or any economic interest in, the shares of Stock held by Forstmann VI, Forstmann VII or Forstmann VIII and, accordingly, Mr. McKay is not deemed to be a beneficial owner of these shares. |
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(b) |
Percent of class: |
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(c) |
Number of shares as to which the person has:
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(i) |
Sole power to vote or to
direct the vote |
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(ii) |
Shared power to vote or to
direct the vote |
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(iii) |
Sole power to dispose or
to direct the disposition of |
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(iv) |
Shared power to dispose or
to direct the disposition of |
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Item 5. |
Ownership of Five Percent or Less of a Class |
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If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o. |
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Item 6. |
Ownership of More than Five Percent on Behalf of Another Person |
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Not Applicable |
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Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person |
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Not Applicable |
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Item 8. |
Identification and Classification of Members of the Group |
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Not Applicable |
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Item 9. |
Notice of Dissolution of Group |
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Not Applicable |
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Item 10. |
Certification |
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Not Applicable |
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SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
Dated: February 22, 2007 |
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Forstmann Little & Co. Equity Partnership-VI, L.P. |
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By: |
FLC XXXII Partnership, L.P., its general partner |
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By: |
/s/ Winston W. Hutchins |
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Name: Winston W. Hutchins |
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Title: General Partner |
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Forstmann Little & Co. Equity Partnership-VII, L.P. |
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By: |
FLC XXXII Partnership, L.P., its general partner |
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By: |
/s/ Winston W. Hutchins |
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Name: Winston W. Hutchins |
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Title: General Partner |
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Forstmann Little & Co. Subordinated Debt and Equity Management Buyout Partnership-VIII, L.P. |
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By: |
FLC XXXIII Partnership, L.P., its general partner |
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By: |
/s/ Winston W. Hutchins |
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Name: Winston W. Hutchins |
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Title: General Partner |
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FLC XXXII Partnership, L.P., its general partner |
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By: |
/s/ Winston W. Hutchins |
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Name: Winston W. Hutchins |
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Title: General Partner |
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FLC XXXIII Partnership, L.P., its general partner |
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By: |
/s/ Winston W. Hutchins |
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Name: Winston W. Hutchins |
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Title: General Partner |
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Theodore J. Forstmann |
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/s/ Theodore J. Forstmann |
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Name:Theodore J. Forstmann |
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Winston W. Hutchins |
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/s/ Winston W. Hutchins |
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Name: Winston W. Hutchins |
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Index Exhibit
SCHEDULE 13G
Exhibit Number |
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Exhibit Description |
99.1 |
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Joint Filing Agreement |