-----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, M4SORb3NGe4V3+NBam8iWaav7PNZQ68bLHoH+jonv0Q1ZgQ4nmLJghA2dDiB6Wy6 KBZ2CwCPgyEULOJ7NxHDIQ== 0000906344-96-000022.txt : 19960513 0000906344-96-000022.hdr.sgml : 19960513 ACCESSION NUMBER: 0000906344-96-000022 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960510 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: URS CORP /NEW/ CENTRAL INDEX KEY: 0000102379 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ENGINEERING SERVICES [8711] IRS NUMBER: 941381538 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-08539 FILM NUMBER: 96560254 BUSINESS ADDRESS: STREET 1: 100 CALIFORNIA ST STE 500 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 4157742700 FORMER COMPANY: FORMER CONFORMED NAME: THORTEC INTERNATIONAL INC DATE OF NAME CHANGE: 19900222 FORMER COMPANY: FORMER CONFORMED NAME: URS CORP /DE/ DATE OF NAME CHANGE: 19871214 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HOWARD RICE NEMEROVSKI CANADY ROBERTSON & FALK CENTRAL INDEX KEY: 0000906344 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 3 EMBARCADERO CTR 7TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94111-4065 BUSINESS PHONE: 4154341600 SC 13D/A 1 AMENDMENT NO. 21 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 21)* URS CORPORATION (Name of Issuer) Common Stock ($.01 per value) (Title of Class of Securities) 903236-10-7 (CUSIP Number) Donald S. Scherer Howard, Rice, Nemerovski, Canady, Falk & Rabkin, A Professional Corporation Three Embarcadero Center, Suite 700 San Francisco, CA 94111 (415) 434-1600 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 1, 1996 (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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d- 1(b)(3) or (4), check the following box []. Check the following box if a fee is being paid with this statement []. (A fee is not required only if the filing person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) 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 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 CUSIP No. 903236-10-7 SCHEDULE 13D Page 2 of 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. 903236-10-7 SCHEDULE 13D Page 3 of 18 1 Name of Reporting Person BK CAPITAL PARTNERS I, L.P. IRS Identification No. of Above Person 94-3013688 2 Check the Appropriate Box if a Member of a Group (a) [x] (b) [ ] 3 SEC USE ONLY 4 Source of Funds WC 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization California 7 Sole Voting Power -0- NUMBER OF SHARES 8 Shared Voting Power 2,933,888* BENEFICIALLY OWNED BY EACH 9 Sole Dispositive Power -0- REPORTING PERSON WITH 10 Shared Dispositive Power 2,933,888* 11 Aggregate Amount Beneficially Owned by Each Reporting Person 2,933,888* 12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares [ ] 13 Percent of Class Represented by Amount in Row 11 29.5%* 14 Type of Reporting Person PN * See response to Item 5. CUSIP No. 903236-10-7 SCHEDULE 13D Page 4 of 18 1 Name of Reporting Person BK CAPITAL PARTNERS II, L.P. IRS Identification No. of Above Person 94-3048313 2 Check the Appropriate Box if a Member of a Group (a) [x] (b) [ ] 3 SEC USE ONLY 4 Source of Funds WC 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization California 7 Sole Voting Power -0- NUMBER OF SHARES 8 Shared Voting Power 2,933,888* BENEFICIALLY OWNED BY EACH 9 Sole Dispositive Power -0- REPORTING PERSON WITH 10 Shared Dispositive Power 2,933,888* 11 Aggregate Amount Beneficially Owned by Each Reporting Person 2,933,888* 12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares [ ] 13 Percent of Class Represented by Amount in Row 11 29.5%* 14 Type of Reporting Person PN * See response to Item 5. CUSIP No. 903236-10-7 SCHEDULE 13D Page 5 of 18 1 Name of Reporting Person BK CAPITAL PARTNERS III, L.P. IRS Identification No. of Above Person 94-3091845 2 Check the Appropriate Box if a Member of a Group (a) [x] (b) [ ] 3 SEC USE ONLY 4 Source of Funds WC 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization California 7 Sole Voting Power -0- NUMBER OF SHARES 8 Shared Voting Power 2,933,888* BENEFICIALLY OWNED BY EACH 9 Sole Dispositive Power -0- REPORTING PERSON WITH 10 Shared Dispositive Power 2,933,888* 11 Aggregate Amount Beneficially Owned by Each Reporting Person 2,933,888* 12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares [ ] 13 Percent of Class Represented by Amount in Row 11 29.5%* 14 Type of Reporting Person PN * See response to Item 5. CUSIP No. 903236-10-7 SCHEDULE 13D Page 6 of 18 1 Name of Reporting Person BK CAPITAL PARTNERS IV, L.P. IRS Identification No. of Above Person 94-3139027 2 Check the Appropriate Box if a Member of a Group (a) [x] (b) [ ] 3 SEC USE ONLY 4 Source of Funds WC 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization California 7 Sole Voting Power -0- NUMBER OF SHARES 8 Shared Voting Power 2,933,888* BENEFICIALLY OWNED BY EACH 9 Sole Dispositive Power -0- REPORTING PERSON WITH 10 Shared Dispositive Power 2,933,888* 11 Aggregate Amount Beneficially Owned by Each Reporting Person 2,933,888* 12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares [ ] 13 Percent of Class Represented by Amount in Row 11 29.5%* 14 Type of Reporting Person PN * See response to Item 5. CUSIP No. 903236-10-7 SCHEDULE 13D Page 7 of 18 1 Name of Reporting Person RICHARD C. BLUM & ASSOCIATES, L.P. IRS Identification No. of Above Person 94-3205364 2 Check the Appropriate Box if a Member of a Group (a) [x] (b) [ ] 3 SEC USE ONLY 4 Source of Funds Not applicable 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization California 7 Sole Voting Power -0- NUMBER OF SHARES 8 Shared Voting Power 2,933,888* BENEFICIALLY OWNED BY EACH 9 Sole Dispositive Power -0- REPORTING PERSON WITH 10 Shared Dispositive Power 2,933,888* 11 Aggregate Amount Beneficially Owned by Each Reporting Person 2,933,888* 12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares [ ] 13 Percent of Class Represented by Amount in Row 11 29.5%* 14 Type of Reporting Person PN, IA * See response to Item 5. CUSIP No. 903236-10-7 SCHEDULE 13D Page 8 of 18 1 Name of Reporting Person RICHARD C. BLUM & ASSOCIATES, INC. IRS Identification No. of Above Person 94-2967812 2 Check the Appropriate Box if a Member of a Group (a) [x] (b) [ ] 3 SEC USE ONLY 4 Source of Funds Not applicable 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization California 7 Sole Voting Power -0- NUMBER OF SHARES 8 Shared Voting Power 2,933,888* BENEFICIALLY OWNED BY EACH 9 Sole Dispositive Power -0- REPORTING PERSON WITH 10 Shared Dispositive Power 2,933,888* 11 Aggregate Amount Beneficially Owned by Each Reporting Person 2,933,888* 12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares [ ] 13 Percent of Class Represented by Amount in Row 11 29.5%* 14 Type of Reporting Person CO * See response to Item 5. CUSIP No. 903236-10-7 SCHEDULE 13D Page 9 of 18 1 Name of Reporting Person RICHARD C. BLUM S.S. Identification No. of Above Person 556 42 3196 2 Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ ] 3 SEC USE ONLY 4 Source of Funds Not applicable 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization USA 7 Sole Voting Power 18,841 NUMBER OF SHARES 8 Shared Voting Power 2,933,888* BENEFICIALLY OWNED BY EACH 9 Sole Dispositive Power 18,841 REPORTING PERSON WITH 10 Shared Dispositive Power 2,933,888* 11 Aggregate Amount Beneficially Owned by Each Reporting Person 2,952,729* 12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares [ ] 13 Percent of Class Represented by Amount in Row 11 29.6%* 14 Type of Reporting Person IN * See response to Item 5. CUSIP No. 903236-10-7 SCHEDULE 13D Page 10 of 18 1 Name of Reporting Person THE COMMON FUND IRS Identification No. of Above Person 23-7037968 2 Check the Appropriate Box if a Member of a Group (a) [ ] (b) [x] 3 SEC USE ONLY 4 Source of Funds WC 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization New York 7 Sole Voting Power -0- NUMBER OF SHARES 8 Shared Voting Power 1,077,980* BENEFICIALLY OWNED BY EACH 9 Sole Dispositive Power -0- REPORTING PERSON WITH 10 Shared Dispositive Power 1,077,980* 11 Aggregate Amount Beneficially Owned by Each Reporting Person 1,077,980* 12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares [ ] 13 Percent of Class Represented by Amount in Row 11 12.6%* 14 Type of Reporting Person CO * See response to Item 5. CUSIP No. 903236-10-7 SCHEDULE 13D Page 11 of 18 Item 1. Security and Issuer This Amendment No. 21 (this "Amendment") to Schedule 13D relates to shares of common stock, $0.01 par value (the "Stock"), of URS Corporation, a Delaware corporation (the "Issuer"). The principal executive office and mailing address of the Issuer is 100 California Street, Suite 500, San Francisco, CA 94111-4529. This Amendment is being filed because of the acquisition of securities described in Item 5(c) below. Item 2. Identity and Background This Amendment is filed on behalf of BK Capital Partners I, L.P., a California limited partnership ("BK I"), BK Capital Partners II, L.P., a California limited partnership ("BK II"), BK Capital Partners III, L.P., a California limited partnership ("BK III"), BK Capital Partners IV, L.P., a California limited partnership ("BK IV"), Richard C. Blum & Associates, L.P., a California limited partnership ("RCBA L.P."), Richard C. Blum & Associates, Inc., a California corporation ("RCBA Inc."), Richard C. Blum, the Chairman and a substantial shareholder of RCBA Inc., and The Common Fund, a New York non-profit corporation. BK I, BK II, BK III and BK IV are each California limited partnerships whose principal business is investing in securities, and whose principal office is located at 909 Montgomery Street, Suite 400, San Francisco, California 94133. RCBA L.P. is the sole general partner of BK I, BK II, BK III and BK IV. RCBA, L.P. is a California limited partnership whose principal business is acting as general partner for investment partnerships and providing investment advisory and financial consulting services. RCBA L.P. is a registered investment adviser with the Securities and Exchange Commission and with the State of California. The sole general partner of RCBA L.P. is RCBA Inc. The principal business office address of RCBA L.P. and RCBA Inc. is 909 Montgomery Street, Suite 400, San Francisco, California 94133. The names of the executive officers and directors of RCBA Inc., their addresses, citizenship and principal occupations are as follows: CUSIP No. 903236-10-7 SCHEDULE 13D Page 12 of 18 Principal Name and Citizen- Occupation Office Held Business Address ship or Employment Richard C. Blum 909 Montgomery St. USA President and President, Chairman Suite 400 Chairman, RCBA L.P. and Director San Francisco, CA Nils Colin Lind 909 Montgomery St. Norway Managing Director, Managing Director Suite 400 RCBA L.P. and Director San Francisco, CA Jeffrey W. Ubben 909 Montgomery St. USA Managing Director Managing Director Suite 400 of Investments, of Investments San Francisco, CA RCBA L.P. Alexander L. Dean 909 Montgomery St. USA Managing Director Managing Director Suite 400 of Investments, of Investments and San Francisco, CA RCBA L.P. Director George F. Hamel, 909 Montgomery St. USA Managing Director Jr. Suite 400 of Marketing, RCBA Managing Director San Francisco, CA L.P. of Marketing John H. Steinhart 909 Montgomery St. USA Managing Director Managing Director Suite 400 and Chief and Chief San Francisco, CA Administrative Administrative Officer, RCBA L.P. Officer Marc Scholvinck 909 Montgomery St. USA Managing Director Managing Director Suite 400 and Chief Financial and Chief Financial San Francisco, CA Officer, RCBA L.P. Officer Peter E. Rosenberg 909 Montgomery St. USA Managing Director Managing Director Suite 400 of Development, of Development and San Francisco, CA RCBA L.P. Director Michael Kane 909 Montgomery St. USA Managing Director Managing Director Suite 400 of Investments, of Investments San Francisco, CA RCBA L.P. Thomas L. Kempner 40 Wall Street USA Chairman, Loeb Director New York, NY 10005 Partners Corporation, Investment Banking Business Donald S. Scherer 3 Embarcadero USA Howard, Rice, et Secretary Center al. (law firm) Suite 700 San Francisco, CA 94111 CUSIP No. 903236-10-7 SCHEDULE 13D Page 13 of 18 The Common Fund is a New York non-profit corporation principally engaged in the business of managing investments for educational institutions. The principal administrative office of The Common Fund is located at 450 Post Road East, Westport, Connecticut 06881-0909. The name, business address and present principal occupation of each of the trustees and executive officers of The Common Fund are as follows (all are United States Citizens): Trustees Paul J. Aslanian Norman G. Herbert Treasurer Treasurer and Investment Macalester College Officer 1600 Grand Avenue University of Michigan St. Paul, MN 55105 5032 Fleming Administration Building Robert L. Bovinette Ann Arbor, MI 48109-1340 President and Treasurer The Common Fund William C. Hromadka 450 Post Road East Treasurer and Assoc. Sr. Vice Westport, CT 06881-0909 President University of Southern John B. Carroll California President University Park, Treasurer's GTE Investment Management Corp. Office Tresser Boulevard BKS 402 - Bookstore Building Seventh Floor Los Angeles, CA 90089-2541 Stamford, CT 06901 Lyn Hutton Mayree C. Clark Vice President Finance and Managing Director, Global Treasurer Research Dartmouth College Morgan Stanley & Co., Inc. 6008 Parkhurst Hall, Room 102 1251 Avenue of the Americas Hanover, NH 03755-3529 New York, NY 10020 David M. Lascell Robert D. Flanigan, Jr. Partner Vice President for Business and Hallenbeck, Lascell, Norris & Financial Affairs & Zorn Treasurer One Exchange Street Spelman College Rochester, NY 14614-1403 350 Spelman Lane, S.W. Box 589 John T. Leatham Atlanta, GA 30314-4399 Chairman Security Health Managed Care Caspa L. Harris, Jr. 1925 Calvin Court Consultant River Woods, IL 60015 Route 1, Box 509 Waterford, VA 22190 CUSIP No. 903236-10-7 SCHEDULE 13D Page 14 of 18 Louis W. Moelchert Robert S. Salomon, Jr. Vice President for Business Principal & Founder and Finance STI Management LLC University of Richmond 106 Dolphin Cove Quay Campus Drive, Room 202 Stamford, CT 06902 Maryland Hall Richmond, VA 23173 William T. Spitz Treasurer Andre F. Perold Vanderbilt University Sylvan C. Coleman Professor of 102 Alumni Hall Financial Management Nashville, TN 37240-0159 Harvard University Graduate School of Business Administration Morgan Hall, 367 Soldiers Field Boston, MA 02163 The executive officers of The Common Fund who are not Trustees are as follows (the business address for each person is The Common Fund, 450 Post Road East, Westport, CT 06881-0909): John S. Griswold, Jr. Curt R. Tobey Senior Vice President Senior Vice President Todd E. Petzel Marita Wein Executive Vice President and Secretary Chief Investment Officer To the best knowledge of the Reporting Persons, none of the entities or persons identified in this Item 2 has, during the past five years, been convicted of any criminal proceeding (excluding traffic violations or similar misdemeanors), nor been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration The source of funds for the purchases of securities was the working capital of the Reporting Persons. Item 4. Purpose of Transaction. The Reporting Persons previously acquired the Stock for investment purposes. Depending on market conditions and other factors, the Reporting Persons may purchase additional shares of the Stock in the open market or in private transactions. Alternatively, depending on market conditions and other factors, CUSIP No. 903236-10-7 SCHEDULE 13D Page 15 of 18 they may, at some future time, sell all or some of their shares of the Stock. Richard C. Blum is a director of the Issuer, and RCBA L.P. receives consulting fees from the Issuer. Except as set forth in this Item 4, the Reporting Persons have no present plans or proposals that relate to or would result in any of the actions set forth in clauses (a) through (j) of Item 4, although the Reporting Persons may in the future take actions that would have such an effect. Item 5. Interest in Securities of the Issuer (a) & (b) According to the Issuer, 8,567,500 shares of the Stock were outstanding as of April 30, 1996. The following Reporting Persons have the following direct holdings in the Stock or in Stock obtainable upon the exercise of warrants ("Warrant Shares"): Shares of Warrant Name Stock Owned Shares Owned Total BK I 104,719 403,546 508,265 BK II 117,869 403,546 521,415 BK III 248,738 115,299 364,037 BK IV -0- 461,195 461,195 The Common Fund 1,077,980 -0- 1,077,980 RCBA L.P. 996 -0- 996 _________ _________ _________ Total 1,550,302 1,383,586 2,933,888 ========= ========= ========= Because voting and investment decisions concerning the above shares are made by RCBA L.P., the Reporting Persons may be members in a group, in which case each Reporting Person would be deemed to have beneficial ownership of an aggregate of 2,933,888 shares of the Stock, which is 29.5% of the outstanding Stock (calculated in accordance with Rule 13d-3(d)(l)(i) of the Securities Exchange Act of 1934). However, The Common Fund expressly disclaims membership in such a group and disclaims beneficial ownership of securities owned by any other person. As Chairman, director and a substantial shareholder of RCBA Inc., Richard C. Blum might be deemed to be the beneficial owner of the securities beneficially owned by RCBA Inc. In addition, Mr. Blum has sole beneficial ownership of 18,841 shares of the Stock (consisting of shares held directly, shares held as beneficiary of a trust and options currently exercisable or exercisable within 60 days). If Mr. Blum were deemed to be the beneficial CUSIP No. 903236-10-7 SCHEDULE 13D Page 16 of 18 owner of the securities beneficially owned by RCBA Inc., he would own beneficially an aggregate of 2,952,729 shares, which is 29.6% of the Stock (calculated in accordance with Rule 13d-3(d)(l)(i) of the Securities Exchange Act of 1934). Although Mr. Blum is joining in this Amendment as a Reporting Person, the filing of this Amendment shall not be construed as an admission that he, or any of the other shareholders, directors or executive officers of RCBA Inc. is, for any purpose, the beneficial owner of any of the securities that are beneficially owned by RCBA Inc. (c) During the last 60 days, the following transactions in the Stock have been effected by the Reporting Person: (i) on May 1, 1996, BK IV acquired in a private transaction a warrant to purchase 461,145 shares of Stock at an exercise price of $4.34 per share in exchange for a cash payment of $1,351,301.35; and (ii) on March 26, 1996, Mr. Blum was granted an option to purchase 1,000 shares of Stock at an exercise price of $6.75 per share for serving on the Issuer's board of directors. (d) and (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer None. Item 7. Material to be Filed as Exhibits Joint Filing Undertaking. CUSIP No. 903236-10-7 SCHEDULE 13D Page 17 of 18 Signatures After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. DATED: May 8, 1996 BK CAPITAL PARTNERS I, L.P. THE COMMON FUND BK CAPITAL PARTNERS II, L.P. By: Richard C. Blum & Associates, Inc., Investment BK CAPITAL PARTNERS III, L.P. Advisor BK CAPITAL PARTNERS IV, L.P. By: /s/ Donald S. Scherer RICHARD C. BLUM & ASSOCIATES, L.P. ________________________ Donald S. Scherer, Secretary By: Richard C. Blum & Associates, Inc., its General Partner By: /s/ Donald S. Scherer _______________________ Donald S. Scherer, Secretary RICHARD C. BLUM & ASSOCIATES, INC. /s/ N. Colin Lind ______________________________ RICHARD C. BLUM By: /s/ Donald S. Scherer ____________________________ By: N. Colin Lind Donald S. Scherer, Attorney-in-Fact Secretary CUSIP No. 903236-10-7 SCHEDULE 13D Page 18 of 18 JOINT FILING UNDERTAKING The undersigned, being duly authorized thereunto, hereby execute this agreement as an exhibit to this Amendment to Schedule 13D to evidence the agreement of the below-names parties, in accordance with rules promulgated pursuant to the Securities Exchange Act of 1934, to file this Amendment jointly on behalf of each of such parties. DATED: May 8, 1996 BK CAPITAL PARTNERS I, L.P. THE COMMON FUND BK CAPITAL PARTNERS II, L.P. By: Richard C. Blum & Associates, Inc., Investment BK CAPITAL PARTNERS III, L.P. Advisor BK CAPITAL PARTNERS IV, L.P. By: /s/ Donald S. Scherer RICHARD C. BLUM & ASSOCIATES, L.P. ________________________ Donald S. Scherer, By: Richard C. Blum & Secretary Associates, Inc., its General Partner By: /s/ Donald S. Scherer _______________________ Donald S. Scherer, Secretary RICHARD C. BLUM & ASSOCIATES, INC. /s/ N. Colin Lind ______________________________ RICHARD C. BLUM By: /s/ Donald S. Scherer ____________________________ By: N. Colin Lind Donald S. Scherer, Attorney-in-Fact Secretary -----END PRIVACY-ENHANCED MESSAGE-----