-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EztnjuNtTYKfZv/nq1O6wfBUonSWyv7Ev9MorzgjIad5Hr0iWto3qOFhS7N/Qrfk IW8dk45+xJ0ZdTodZ5lDKw== 0001047469-01-000559.txt : 20010223 0001047469-01-000559.hdr.sgml : 20010223 ACCESSION NUMBER: 0001047469-01-000559 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20010214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CORPORATE EXECUTIVE BOARD CO CENTRAL INDEX KEY: 0001066104 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT CONSULTING SERVICES [8742] IRS NUMBER: 522056410 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-56521 FILM NUMBER: 1543924 BUSINESS ADDRESS: STREET 1: 2000 PENNSYLVANIA AVE NW CITY: WASHINGTON STATE: DC ZIP: 20006 BUSINESS PHONE: 2026725600 MAIL ADDRESS: STREET 1: 600 NEW HAMPSHIRE AVE NW CITY: WASHINGTON STATE: DC ZIP: 20037 FORMER COMPANY: FORMER CONFORMED NAME: CORPORATE ADVISORY BOARD CO DATE OF NAME CHANGE: 19980716 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TCW GROUP INC CENTRAL INDEX KEY: 0000850401 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 865 SOUTH FIGUEROA ST CITY: LOS ANGELES STATE: CA ZIP: 90017 MAIL ADDRESS: STREET 2: 865 SOUTH FIGUEROA STREET CITY: LOS ANGELES STATE: CA ZIP: 90017 SC 13G/A 1 0001.txt SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G (Rule 13d-102) 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) (Amendment No. 2 )(1) --- The Corporate Executive Board Company - ------------------------------------------------------------------------------- (Name of Issuer) Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 21988R102 - -------------------------------------------------------------------------------- (CUSIP Number) 12/31/2000 - -------------------------------------------------------------------------------- (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) - ----------------- (1) 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 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 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. 21988R102 13G Page 2 of 8 Pages - -------------------------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) The TCW Group, Inc. - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) /X/ - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. CITIZENSHIP OR PLACE OF ORGANIZATION Nevada corporation - -------------------------------------------------------------------------------- 5. SOLE VOTING POWER NUMBER OF -0- SHARES ----------------------------------------------------------------- BENEFICIALLY 6. SHARED VOTING POWER OWNED BY 3,738,735 EACH ----------------------------------------------------------------- REPORTING 7. SOLE DISPOSITIVE POWER PERSON -0- WITH ----------------------------------------------------------------- 8. SHARED DISPOSITIVE POWER 3,738,735 - -------------------------------------------------------------------------------- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,738,735 - -------------------------------------------------------------------------------- 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / - -------------------------------------------------------------------------------- 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.1%(see response to Item 4) - -------------------------------------------------------------------------------- 12. TYPE OF REPORTING PERSON* HC/CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 21988R102 13G Page 3 of 8 Pages - -------------------------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Robert Day - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) /X/ - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. CITIZENSHIP OR PLACE OF ORGANIZATION United States Citizen - -------------------------------------------------------------------------------- 5. SOLE VOTING POWER NUMBER OF -0- SHARES ----------------------------------------------------------------- BENEFICIALLY 6. SHARED VOTING POWER OWNED BY 3,738,735 EACH ----------------------------------------------------------------- REPORTING 7. SOLE DISPOSITIVE POWER PERSON -0- WITH ----------------------------------------------------------------- 8. SHARED DISPOSITIVE POWER 3,738,735 - -------------------------------------------------------------------------------- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,738,735 - -------------------------------------------------------------------------------- 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / - -------------------------------------------------------------------------------- 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.1% (see response to Item 4) - -------------------------------------------------------------------------------- 12. TYPE OF REPORTING PERSON* HC/IN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 4 of 8 Pages Item 1(a). Name of Issuer: The Corporate Executive Board Company Item 1(b). Address of Issuer's Principal Executive Offices: 2000 Pennsylvania Ave, NW #6000 Washington, DC 20006 Item 2(a). Name of Persons Filing: Item 2(b). Address of Principal Business Office, or if None, Residence: Item 2(c). Citizenship: The TCW Group, Inc. 865 South Figueroa Street Los Angeles, CA 90017 (Nevada Corporation) Robert Day 865 South Figueroa Street Los Angeles, CA 90017 (United States Citizen) Item 2(d). Title of Class of Securities: Common Stock Item 2(e). CUSIP Number: 21988R102 Page 5 of 8 Pages Item 3. If This Statement Is Filed Pursuant to Sections 240.13d--1(b), or 240.13d--2(b) or (c), Check Whether the Person Filing is a: (a) / / Broker or dealer registered under Section 15 of the Exchange 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 Exchange 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) / / An investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E). (f) / / An employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F). (g) /X/ A parent holding company or control person in accordance with Section 240.13d--1(b)(1)(ii)(G). (see Item 7) The TCW Group, Inc. Robert Day (individual who may be deemed to control The TCW Group, Inc. and other entities which hold the Common Stock of the issuer) (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 Section 240.13d--1(b)(1)(ii)(J). If this statement is filed pursuant to Rule 13d-1(c), check this box. / / Page 6 of 8 Pages Item 4. Ownership ** THE TCW GROUP, INC. (a) Amount beneficially owned: 3,738,735() (b) Percent of class: 12.1% (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote: none. (ii) Shared power to vote or to direct the vote: 3,738,735 (iii) Sole power to dispose or to direct the disposition of: none. (iv) Shared power to dispose or to direct the disposition of: 3,738,735 ROBERT DAY*** (a) Amount beneficially owned: 3,738,735() (b) Percent of class: 12.1% (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote: none. (ii) Shared power to vote or to direct the vote: 3,738,735 (iii) Sole power to dispose or direct the disposition of: none. (iv) Shared power to dispose or to direct the disposition of: 3,738,735 - ------------------ (**) The filing of this Schedule 13G shall not be construed as an admission that the reporting person or any of its affiliates is, for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, the beneficial owner of any securities covered by this Schedule 13G. In addition, the filing of this Schedule 13G shall not be construed as an admission that the reporting person or any of its affiliates is the beneficial owner of any securities covered by this Schedule 13G for any other purposes than Section 13(d) of the Securities Exchange Act of 1934. (***) Shares reported for Robert Day include shares reported for The TCW Group, Inc. Page 7 of 8 Pages Item 5. Ownership of Five Percent or Less of a Class. 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 / /. Item 6. Ownership of More than Five Percent on Behalf of Another Person. Various persons other than as described in Item 4 have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock of The Corporate Executive Board Company. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. SEE Exhibit A. Item 8. Identification and Classification of Members of the Group. Not applicable. SEE Exhibits A and B. Item 9. Notice of Dissolution of Group. Not applicable. Item 10. Certification. Because this statement is filed pursuant to Rule 13d--1(c), the following certification is included: By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired 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. Page 8 of 8 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. Dated this 12th day of February, 2001. The TCW Group, Inc. By: /s/ Linda D. Barker ------------------------------ Linda D. Barker Authorized Signatory Robert Day By: /s/ Linda D. Barker ------------------------------ Linda D. Barker Under Power of Attorney dated November 6, 2000, on File with Schedule 13G for Retek, Inc. dated November 8, 2000. EX-99.A 2 0002.txt RELEVANT SUBSIDIARIES OF PARENT HOLDING COMPANY EXHIBIT A RELEVANT SUBSIDIARIES OF PARENT HOLDING COMPANY PART A: TCW ENTITIES PARENT HOLDING COMPANY: The TCW Group, Inc. Robert Day (an individual who may be deemed to control The TCW Group, Inc.) RELEVANT SUBSIDIARIES THAT ARE PERSONS DESCRIBED IN RULE 13D-1(B): (i) Trust Company of the West, a California corporation and a bank as defined in Section 3(a)(6) of the Securities Exchange Act of 1934. (ii) TCW Asset Management Company, a California corporation and an Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940. (iii) TCW Investment Management Company, fka TCW Funds Management, Inc., a California corporation and an Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940. Note: No Common Stock of The Corporate Executive Board Company is held directly by The TCW Group, Inc. Other than the indirect holdings of The TCW Group, Inc., no Common Stock of The Corporate Executive Board Company is held directly or indirectly by Robert Day, an individual who may be deemed to control The TCW Group, Inc. PART B: NON TCW ENTITIES PARENT HOLDING COMPANY: Robert Day (an individual who may be deemed to control the entities described below which are not subsidiaries of The TCW Group, Inc.) RELEVANT SUBSIDIARIES THAT ARE PERSONS DESCRIBED IN RULE 13D-1(B): Oakmont Corporation, a California corporation and an Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940. A-1 EX-99.B 3 0003.txt JOINT FILING AGREEMENT EXHIBIT B JOINT FILING AGREEMENT The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that he or it knows or has reason to believe that such information is accurate. Dated this 12th day of February, 2001. The TCW Group, Inc. By: /s/ Linda D. Barker ------------------------------ Linda D. Barker Authorized Signatory Robert Day By: /s/ Linda D. Barker ------------------------------ Linda D. Barker Under Power of Attorney dated November 6, 2000, on File with Schedule 13G for Retek, Inc. dated November 8, 2000. B-1 -----END PRIVACY-ENHANCED MESSAGE-----