-----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, Jql/rDbPJDyz7C7YqOnxhI/FyoAsS8+uBndpIiud7saMnPstaOAkcwI/4VBZ67ql gfNecvS6DfqGnHVcnqWqJQ== 0000938775-05-000017.txt : 20050214 0000938775-05-000017.hdr.sgml : 20050214 20050211184331 ACCESSION NUMBER: 0000938775-05-000017 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050214 DATE AS OF CHANGE: 20050211 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: KINETIC CONCEPTS INC /TX/ CENTRAL INDEX KEY: 0000831967 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS FURNITURE & FIXTURES [2590] IRS NUMBER: 741891727 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-39973 FILM NUMBER: 05601042 BUSINESS ADDRESS: STREET 1: 8023 VANTAGE DR CITY: SAN ANTONIO STATE: TX ZIP: 78230 BUSINESS PHONE: 210.524.9000 MAIL ADDRESS: STREET 1: P0 B0X 659508 CITY: SAN ANTONIO STATE: TX ZIP: 78265-9508 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BLUM CAPITAL PARTNERS LP CENTRAL INDEX KEY: 0000938775 IRS NUMBER: 943205364 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 909 MONTGOMERY STREET # 400 CITY: SAN FRANCISCO STATE: CA ZIP: 94133 BUSINESS PHONE: 4154341111 MAIL ADDRESS: STREET 1: 909 MONTGOMERY STREET STREET 2: SUITE 400 CITY: SAN FRANCISCO STATE: CA ZIP: 94133 FORMER COMPANY: FORMER CONFORMED NAME: BLUM RICHARD C & ASSOCIATES L P DATE OF NAME CHANGE: 19970219 SC 13G 1 kci13g.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ________)* KINETIC CONCEPTS, INC. -------------------------- (Name of Issuer) COMMON STOCK, $0.001 par value ----------------------------------- (Title of Class of Securities) 49460W208 -------------- (CUSIP Number) February 11, 2005 ------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [ ] Rule 13d-1(c) [X] Rule 13d-1(d) *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 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 ("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). Page 1 of 12 CUSIP No. 49460W208 1. Name of Reporting Persons. BLUM CAPITAL PARTNERS, L.P. I.R.S. Identification Nos. 94-3205364 of above persons (entities only). - -------------------- -------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [X] (b) [X] - ---------------------- ------------------------------------------------ 3. SEC Use Only - ----------------------------------------------------------------------- 4. Citizenship or Place of Organization California - ----------------------------------------------------------------------- Number of 5. Sole Voting Power -0- Shares Bene- ---------------------------------------------------------- ficially 6. Shared Voting Power 4,822,309** Owned by -------------------------- ------------------------------- Each 7. Sole Dispositive Power -0- Reporting ---------------------------------------------------------- Person With: 8. Shared Dispositive Power 4,822,309** - ----------------------------------------------------------------------- 9. Aggregate Amount Beneficially Owned by Each Reporting Person 4,822,309** 10. Check if the Aggregate Amount in Row (9) [ ] Excludes Certain Shares (See Instructions) 11. Percent of Class Represented by Amount 7.0%** in Row (9) - ----------------------------------------------------------------------- 12. Type of Reporting Person PN (See Instructions) - ----------------------------------------------------------------------- ** See response to Item 4 below Page 2 of 12 CUSIP No. 49460W208 1. Name of Reporting Persons. RICHARD C. BLUM & ASSOCIATES, INC. I.R.S. Identification Nos. 94-2967812 of above persons (entities only). - ------------------------------------------------------------------------ 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [X] (b) [X] - ------------------------------------------------------------------------ 3. SEC Use Only - ------------------------------------------------------------------------ 4. Citizenship or Place of Organization California - ------------------------------------------------------------------------ Number of 5. Sole Voting Power -0- Shares Bene- -------------------------------------------------------- ficially 6. Shared Voting Power 4,822,309** Owned by -------------------------------------------------------- Each 7. Sole Dispositive Power -0- Reporting -------------------------------------------------------- Person With: 8. Shared Dispositive Power 4,822,309** 9. Aggregate Amount Beneficially Owned by 4,822,309** Each Reporting Person 10. Check if the Aggregate Amount in Row (9) [ ] Excludes Certain Shares (See Instructions) 11. Percent of Class Represented by Amount 7.0%** in Row (9) - ------------------------------------------------------------------------ 12. Type of Reporting Person (See Instructions) CO - ------------------------------------------------------------------------ ** See response to Item 4 below Page 3 of 12 CUSIP No. 49460W208 1. Name of Reporting Persons. BLUM STRATEGIC GP II, L.L.C. I.R.S. Identification Nos. 94-3395150 of above persons (entities only). - ------------------------------------------------------------------------ 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [X] (b) [X] - ------------------------------------------------------------------------ 3. SEC Use Only - ------------------------------------------------------------------------ 4. Citizenship or Place of Organization Delaware - ------------------------------------------------------------------------ Number of 5. Sole Voting Power -0- Shares Bene- ---------------------------------------------------------- ficially 6. Shared Voting Power 4,822,309** Owned by ---------------------------------------------------------- Each 7. Sole Dispositive Power -0- Reporting ---------------------------------------------------------- Person With: 8. Shared Dispositive Power 4,822,309** - ------------------------------------------------------------------------ 9. Aggregate Amount Beneficially Owned by 4,822,309** Each Reporting Person 10. Check if the Aggregate Amount in Row (9) [ ] Excludes Certain Shares (See Instructions) 11. Percent of Class Represented by Amount 7.0%** in Row (9) - ------------------------------------------------------------------------ 12. Type of Reporting Person OO (Limited Liability Company) (See Instructions) - ------------------------------------------------------------------------ ** See response to Item 4 below Page 4 of 12 CUSIP No. 49460W208 1. Name of Reporting Persons. RICHARD C. BLUM I.R.S. Identification Nos. of above persons (entities only). - ------------------------------------------------------------------------ 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [X] (b) [X] - ------------------------------------------------------------------------ 3. SEC Use Only - ------------------------------------------------------------------------ 4. Citizenship or Place of Organization U.S.A. - ------------------------------------------------------------------------ Number of 5. Sole Voting Power -0- Shares Bene- --------------------------------------------------------- ficially 6. Shared Voting Power 4,822,309** Owned by --------------------------------------------------------- Each 7. Sole Dispositive Power -0- Reporting --------------------------------------------------------- Person With: 8. Shared Dispositive Power 4,822,309** - ------------------------------------------------------------------------ 9. Aggregate Amount Beneficially Owned by 4,822,309** Each Reporting Person 10. Check if the Aggregate Amount in Row (9) [ ] Excludes Certain Shares (See Instructions) 11. Percent of Class Represented by Amount 7.0%** in Row (9) - ------------------------------------------------------------------------ 12. Type of Reporting Person IN (See Instructions) - ------------------------------------------------------------------------ ** See response to Item 4 below Page 5 of 12 Item 1. (a) Name of Issuer. Kinetic Concepts, Inc., a Texas corporation. (b) Address of Issuer's Principal Executive Offices. 8023 Vantage Drive, San Antonio, Texas 78230. Item 2. (a) Name of Person Filing. Reference is made to Item 1 of each of the cover pages of this Schedule 13G, which Items are incorporated by reference herein. (b) Address of Principal Business Office or, if none, Residence. The address for each reporting person is 909 Montgomery Street, Suite 400, San Francisco, California 94133. (c) Citizenship. Reference is made to Item 4 of each of the cover pages of this Schedule 13G, which Items are incorporated by reference herein. (d) Title of Class of Securities. Common Stock, $0.001 par value ("Common Stock"). (e) CUSIP Number. 49460W208 Item 3. If this statement is filed pursuant to SS240.13d-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 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) [ ] An investment adviser in accordance with S240.13d-1(b)(1)(ii)(E); (f) [ ] An employee benefit plan or endowment fund in accordance with S240.13d-1(b)(1)(ii)(F); (g) [ ] A parent holding company or control person in accordance with S240.13d-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 S240.13d-1(b)(1)(ii)(J). Item 4. Ownership. (a) Amount beneficially owned: Reference is hereby made to Item 9 of each of the cover pages to this Schedule 13G, which Items are incorporated by reference herein. Page 6 of 12 At February 11, 2005, the following shares of Common Stock were held directly by the following persons: Person Common Stock --------------------- -------------------- RCBA-KCI Capital Partners, L.P. 4,330,481 Stinson Capital Partners II, L.P. 268,630 Blum Strategic Partners II, L.P. 218,686 Blum Strategic Partners GmbH & Co. KG 4,512 The general partner of RCBA-KCI Capital Partners, L.P. ("RCBA-KCI") and Stinson Capital Partners II, L.P. ("Stinson II") is Blum Capital Partners, L.P. ("Blum LP"). The general partner of Blum Strategic Partners II, L.P. ("Strategic II") and the managing limited partner of Blum Strategic Partners GmbH & Co. KG ("Strategic KG") is Blum Strategic GP II, L.L.C. ("Blum GP II"). Voting and investment power concerning the above shares are held solely by Blum LP and Blum GP II. The reporting persons may be deemed to be members in a group, and as such the group would be deemed to have beneficial ownership of an aggregate of 4,822,309 shares of the Common Stock. As the sole general partner of Blum LP, Richard C. Blum & Associates, Inc. ("RCBA Inc.") is deemed the beneficial owner of the securities over which Blum LP has voting and investment power. As Chairman, director and a substantial shareholder of RCBA Inc., Richard C. Blum may be deemed to be the beneficial owner of the securities beneficially owned by RCBA Inc. Mr. Blum may also be deemed to be the beneficial owner of the securities over which Blum GP II has voting and investment power. Although Mr. Blum is joining in this Schedule 13G as a reporting person, the filing of this Schedule 13G shall not be construed as an admission that he, or any of the other shareholders, directors or executive officers of RCBA Inc., and managing members and members of Blum GP II, is, for any purpose, the beneficial owner of any of the securities that are beneficially owned by RCBA Inc. or Blum GP II. (b) Percent of class: Reference is hereby made to Item 11 of each of the cover pages to this Schedule 13G and Item 4(a) above, which Items are incorporated by reference herein. (c) Number of shares as to which such person has: Page 7 of 12 (i) Sole power to vote or to direct the vote: Reference is hereby made to Item 5 of each of the cover pages to this Schedule 13G, which Items are incorporated by reference herein. (ii) Shared power to vote or to direct the vote: Reference is hereby made to Item 6 of each of the cover pages to this Schedule 13G and Item 4(a) above, which Items are incorporated by reference herein. (iii) Sole power to dispose or to direct the disposition: Reference is hereby made to Item 7 of each of the cover pages to this Schedule 13G, which Items are incorporated by reference herein. (iv) Shared power to dispose or to direct the disposition: Reference is hereby made to Item 8 of each of the cover pages to this Schedule 13G and Item 4(a) above, which Items are incorporated by reference herein. 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. Reference is hereby made to Item4(a) above, which Item IS incorporated by reference herein. Item 9. Notice of Dissolution of Group. Not applicable. Item 10. Certification. Not applicable. Page 8 of 12 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: February 11, 2005 RICHARD C. BLUM & ASSOCIATES, INC. BLUM CAPITAL PARTNERS, L.P. By: Richard C. Blum & Associates, Inc. its general partner By: /s/ Gregory D. Hitchan By: /s/ Gregory D. Hitchan ------------------------------- ------------------------------ Gregory D. Hitchan Gregory D. Hitchan General Counsel and Secretary General Counsel and Secretary BLUM STRATEGIC GP II, L.L.C. RICHARD C. BLUM By: /s/ Gregory D. Hitchan /s/ Gregory D. Hitchan ----------------------- ------------------------------------- Gregory D. Hitchan By: Gregory D. Hitchan, Attorney-in-Fact Member and General Counsel Page 9 of 12 SCHEDULE 13G EXHIBIT INDEX Exhibit A Joint Filing Statement. Exhibit B Power of Attorney. Page 10 of 12 SCHEDULE 13G EXHIBIT A JOINT FILING STATEMENT The undersigned, being duly authorized thereunto, hereby execute this agreement as an exhibit to this Schedule 13D to evidence the agreement of the below-named parties, in accordance with the rules promulgated pursuant to the Securities Exchange Act of 1934, to file this Schedule jointly on behalf of each such party. Dated: February 11, 2005 RICHARD C. BLUM & ASSOCIATES, INC. BLUM CAPITAL PARTNERS, L.P. By: Richard C. Blum & Associates, Inc. its general partner By: /s/ Gregory D. Hitchan By: /s/ Gregory D. Hitchan ------------------------------- ------------------------------- Gregory D. Hitchan Gregory D. Hitchan General Counsel and Secretary General Counsel and Secretary BLUM STRATEGIC GP II, L.L.C. RICHARD C. BLUM By: /s/ Gregory D. Hitchan /s/ Gregory D. Hitchan ------------------------------- ----------------------------------- Gregory D. Hitchan By: Gregory D. Hitchan, Attorney-in-Fact Member and General Counsel Page 11 of 12 SCHEDULE 13G EXHIBIT B POWER OF ATTORNEY Know all men by these presents, that the undersigned hereby constitutes and appoints Gregory Hitchan, his true and lawful attorney-in-fact, to: (1) execute on behalf of the undersigned all forms and other documents to be filed with the Securities and Exchange Commission ("SEC"), any stock exchange, and any other similar authority, including but not limited to Forms 3, 4, 5, 13D, 13G, 13F and 144; (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such form or document and timely file such forms and documents with the SEC, any stock exchange and any other similar authority; and (3) take any action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that such attorney-in-fact is serving in such capacity at the request of the undersigned and is not assuming any of the undersigned's responsibilities to comply with applicable requirements of law. This Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed on this 22nd day of March, 2004. /s/ Richard C. Blum - ------------------------------ Richard C. Blum Page 12 of 12 -----END PRIVACY-ENHANCED MESSAGE-----