-----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, H1HNhrmqR+xCZJI1I1HvnrWegRpS6I2wuzkIVbV+oCJE4OMdGIyPe+AHpH/dISsn k5b1DBLMm2rBxufvHxlqGQ== 0000906344-96-000013.txt : 19960223 0000906344-96-000013.hdr.sgml : 19960223 ACCESSION NUMBER: 0000906344-96-000013 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960222 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NATIONAL EDUCATION CORP CENTRAL INDEX KEY: 0000277821 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EDUCATIONAL SERVICES [8200] IRS NUMBER: 952774428 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-32461 FILM NUMBER: 96523875 BUSINESS ADDRESS: STREET 1: 18400 VON KARMAN AVE CITY: IRVINE STATE: CA ZIP: 92715 BUSINESS PHONE: 7144749400 MAIL ADDRESS: STREET 1: 18400 VON KARMAN AVE CITY: IRVINE STATE: CA ZIP: 92715 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. 10 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 10)* NATIONAL EDUCATION CORPORATION (Name of Issuer) Common Stock (Title of Class of Securities) 635771-10-8 (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) February 9, 1995 (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. CUSIP No. 635771-10-8 SCHEDULE 13D Page 2 of 20 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). Page 2 of 20 Exhibit Index Located on Page 19 CUSIP No. 635771-10-8 SCHEDULE 13D Page 3 of 20 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 4,040,205* BENEFICIALLY OWNED BY EACH 9 Sole Dispositive Power -0- REPORTING PERSON WITH 10 Shared Dispositive Power 4,040,205* 11 Aggregate Amount Beneficially Owned by Each Reporting Person 4,040,205* 12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares [ ] 13 Percent of Class Represented by Amount in Row 11 11.5%* 14 Type of Reporting Person PN * See response to Item 5. CUSIP No. 635771-10-8 SCHEDULE 13D Page 4 of 20 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 4,040,205* BENEFICIALLY OWNED BY EACH 9 Sole Dispositive Power -0- REPORTING PERSON WITH 10 Shared Dispositive Power 4,040,205* 11 Aggregate Amount Beneficially Owned by Each Reporting Person 4,040,205* 12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares [ ] 13 Percent of Class Represented by Amount in Row 11 11.5%* 14 Type of Reporting Person PN * See response to Item 5. CUSIP No. 635771-10-8 SCHEDULE 13D Page 5 of 20 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 4,040,205* BENEFICIALLY OWNED BY EACH 9 Sole Dispositive Power -0- REPORTING PERSON WITH 10 Shared Dispositive Power 4,040,205* 11 Aggregate Amount Beneficially Owned by Each Reporting Person 4,040,205* 12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares [ ] 13 Percent of Class Represented by Amount in Row 11 11.5%* 14 Type of Reporting Person PN * See response to Item 5. CUSIP No. 635771-10-8 SCHEDULE 13D Page 6 of 20 1 Name of Reporting Person BK-NEC, L.P. IRS Identification No. of Above Person 94-3160834 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 4,040,205* BENEFICIALLY OWNED BY EACH 9 Sole Dispositive Power -0- REPORTING PERSON WITH 10 Shared Dispositive Power 4,040,205* 11 Aggregate Amount Beneficially Owned by Each Reporting Person 4,040,205* 12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares [ ] 13 Percent of Class Represented by Amount in Row 11 11.5%* 14 Type of Reporting Person PN * See response to Item 5. CUSIP No. 635771-10-8 SCHEDULE 13D Page 7 of 20 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 4,040,205* BENEFICIALLY OWNED BY EACH 9 Sole Dispositive Power -0- REPORTING PERSON WITH 10 Shared Dispositive Power 4,040,205* 11 Aggregate Amount Beneficially Owned by Each Reporting Person 4,040,205* 12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares [ ] 13 Percent of Class Represented by Amount in Row 11 11.5%* 14 Type of Reporting Person PN, IA * See response to Item 5. CUSIP No. 635771-10-8 SCHEDULE 13D Page 8 of 20 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 4,040,205* BENEFICIALLY OWNED BY EACH 9 Sole Dispositive Power -0- REPORTING PERSON WITH 10 Shared Dispositive Power 4,040,205* 11 Aggregate Amount Beneficially Owned by Each Reporting Person 4,040,205* 12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares [ ] 13 Percent of Class Represented by Amount in Row 11 11.5%* 14 Type of Reporting Person CO * See response to Item 5. CUSIP No. 635771-10-8 SCHEDULE 13D Page 9 of 20 1 Name of Reporting Person RICHARD C. BLUM S.S. No. of Above Person 556 42 3196 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 USA 7 Sole Voting Power 19,422* NUMBER OF SHARES 8 Shared Voting Power 4,040,205* BENEFICIALLY OWNED BY EACH 9 Sole Dispositive Power 19,422* REPORTING PERSON WITH 10 Shared Dispositive Power 4,040,205* 11 Aggregate Amount Beneficially Owned by Each Reporting Person 4,059,627* 12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares [ ] 13 Percent of Class Represented by Amount in Row 11 11.5%* 14 Type of Reporting Person IN * See response to Item 5. CUSIP No. 635771-10-8 SCHEDULE 13D Page 10 of 20 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 2,204,170* BENEFICIALLY OWNED BY EACH 9 Sole Dispositive Power -0- REPORTING PERSON WITH 10 Shared Dispositive Power 2,204,170* 11 Aggregate Amount Beneficially Owned by Each Reporting Person 2,204,170* 12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares [ ] 13 Percent of Class Represented by Amount in Row 11 6.3%* 14 Type of Reporting Person CO * See response to Item 5. CUSIP No. 635771-10-8 SCHEDULE 13D Page 11 of 20 Item 1. Security and Issuer This Amendment No. 10 (the "Amendment") to Schedule 13D relates to shares of common stock (the "Common Stock") of National Education Corporation, a Delaware corporation (the "Issuer"). The principal executive office and mailing address of the Issuer is 18400 Von Karman Avenue, Irvine, CA 92715. This Amendment is being filed because of the distribution and sale of shares of Common Stock, as described in Item 5 below. Item 2. Identity and Background This Amendment is filed on behalf of 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"), BK-NEC, L.P., a California Limited partnership ("BK- NEC"), 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 II, BK III, BK IV and BK-NEC 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 II, BK III, BK IV and BK-NEC, and the investment adviser to The Common Fund. 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. 635771-10-8 SCHEDULE 13D Page 12 of 20 Principal Name and Citizen- Occupation Office Held Business Address ship or Employment Richard C. Blum 909 Montgomery St. USA President and President, Suite 400 Chairman, Chairman and San Francisco, CA RCBA, L.P. Director Thomas L. 40 Wall Street USA Chairman, Kempner New York, NY Loeb Partners Director 10005 Corporation, Investment Banking Business Nils Colin Lind 909 Montgomery St. Norway Managing Managing Suite 400 Director, Director and San Francisco, CA RCBA, L.P. Director George A. Pavlov 909 Montgomery St. USA Managing Managing Suite 400 Director and Director, Chief San Francisco, CA Chief Financial Financial Officer and Officer, Director RCBA, L.P. Alexander L. 909 Montgomery St. USA Managing Dean Suite 400 Director of Managing San Francisco, CA Investments, Director of RCBA, L.P. Investments and Director Peter E. 909 Montgomery St. USA Managing Rosenberg Suite 400 Director of Managing San Francisco, CA Investments, Director of RCBA, L.P. Investments and Director Michael Kane 909 Montgomery St. USA Managing Managing Suite 400 Director of Director of San Francisco, CA Investments, Investments RCBA, L.P. Jeffrey W. Ubben 909 Montgomery St. USA Managing Managing Suite 400 Director of Director of San Francisco, CA Investments, Investments RCBA, L.P. CUSIP No. 635771-10-8 SCHEDULE 13D Page 13 of 20 Principal Name and Citizen- Occupation Office Held Business Address ship or Employment Marc Scholvinck 909 Montgomery St. USA Vice Vice President Suite 400 President and and Controller San Francisco, CA Controller, RCBA, L.P. Donald S. 3 Embarcadero USA Howard, Rice, Scherer Center et al. (law Secretary Suite 700 firm) San Francisco, CA 94111 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 Robert D. Flanigan, Jr. Treasurer Vice President for Business and Macalester College Financial Affairs & 1600 Grand Avenue Treasurer St. Paul, MN 55105 Spelman College 350 Spelman Lane, S.W. Robert L. Bovinette Box 589 President and Treasurer Atlanta, GA 30314-4399 The Common Fund 450 Post Road East Caspa L. Harris, Jr. Westport, CT 06881-0909 Consultant Route 1, Box 509 John B. Carroll Waterford, VA 22190 President GTE Investment Management Corp. Norman G. Herbert Tresser Boulevard Treasurer and Investment Seventh Floor Officer Stamford, CT 06901 University of Michigan 5032 Fleming Administration Mayree C. Clark Building Managing Director, Global Ann Arbor, MI 48109-1340 Research Morgan Stanley & Co., Inc. 1251 Avenue of the Americas New York, NY 10020 CUSIP No. 635771-10-8 SCHEDULE 13D Page 14 of 20 William C. Hromadka Louis W. Moelchert Treasurer and Assoc. Sr. Vice Vice President for Business and President Finance University of Southern University of Richmond California Campus Drive, Room 202 University Park, Treasurer's Maryland Hall Office Richmond, VA 23173 BKS 402 - Bookstore Building Los Angeles, CA 90089-2541 Andre F. Perold Sylvan C. Coleman Professor of Lyn Hutton Financial Management Vice President Finance and Harvard University Graduate Treasurer School of Business Dartmouth College Administration 6008 Parkhurst Hall, Room 102 Morgan Hall, 367, Soldiers Hanover, NH 03755-3529 Field Boston, MA 02163 David M. Lascell Partner Robert S. Salomon, Jr. Hallenbeck, Lascell, Norris & Principal & Founder Zorn STI Management LLC One Exchange Street 106 Dolphin Cove Quay Rochester, NY 14614-1403 Stamford, CT 06902 John T. Leatham William T. Spitz Chairman Treasurer Security Health Managed Care Vanderbilt University 1925 Calvin Court 102 Alumni Hall River Woods, IL 60015 Nashville, TN 37240-0159 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. CUSIP No. 635771-10-8 SCHEDULE 13D Page 15 of 20 Item 3. Source and Amount of Funds or Other Consideration The source of funds for the previous purchases of securities was the working capital of the Reporting Persons. Item 4. Purpose of Transaction. The Reporting Persons originally acquired securities in the Issuer for investment purposes. Depending upon market conditions and other factors, the Reporting Persons may acquire additional securities of the Issuer, in the open market, in privately negotiated transactions or otherwise. Alternatively, depending upon market conditions and other factors, the Reporting Persons may, from time to time, dispose of some or all of the securities of the Issuer that they beneficially own. Mr. Blum serves on the Issuer's Board of Directors. Other than as set forth in this statement, the Reporting Persons have no present plans or proposals that relate to or would result in any of the consequences listed in paragraphs (a)-(j) of Item 4 of Schedule 13D, although they may in the future take actions that would have such consequences. Item 5. Interest in Securities of the Issuer (a), (b) According to information furnished to the Reporting Persons by the Issuer, there were 35,137,143 shares of Common Stock issued and outstanding as of February 7, 1996. Based on such information, after taking into account the transactions described in Item 5(c) below, the following Reporting Persons report the following direct holdings and corresponding percentage interests in the Common Stock: Shares of Common Percentage Name Stock Owned Owned BK II 557,658 1.6% BK III 662,992 1.9% BK IV 20,900 0.1% BK-NEC 579,007 1.6% RCBA L.P. 15,478 0.0% The Common Fund 2,204,170 6.3% _________ ____ Total 4,040,205 11.5% ========= ===== CUSIP No. 635771-10-8 SCHEDULE 13D Page 16 of 20 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 4,040,205 shares of the Common Stock, which is 11.5% of the outstanding Common Stock. 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 19,422 shares of Common Stock, consisting of 6,422 shares of Common Stock owned directly and options to acquire 13,000 shares of Common Stock, which options are currently exercisable or exercisable within 60 days. If Mr. Blum were deemed to be the beneficial owner of the securities beneficially owned by RCBA Inc., he would own beneficially an aggregate of 4,059,627 shares, which is 11.5% of the Common Stock. 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 Reporting Persons effected the following transactions. On January 2, 1996, BK-NEC made an in-kind distribution of 296,576 shares of Common Stock to BK IV, one of its limited partners, which in turn distributed such 296,576 shares to two of its withdrawing partners. In addition, on February 9, 1996, the following Reporting Persons sold the following shares of Common Stock in two trades through broker-dealers at a price of $11.25 per share: Name Shares Sold BK II 144,000 BK III 165,000 BK-NEC 144,000 The Common Fund 547,000 _________ Total 1,000,000 ========= (d) and (e) Not applicable. CUSIP No. 635771-10-8 SCHEDULE 13D Page 17 of 20 Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer Except for the contracts, arrangements, understandings and relationships described above, none of the Reporting Persons or, to the best knowledge of the Reporting Persons, the other persons named in Item 2, is a party to any contract, arrangement, understanding or relationship with respect to any securities of the Issuer, including but not limited to the transfer or voting of any securities of the Issuer, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. Item 7. Material to be Filed as Exhibits Exhibit A Joint Filing Undertaking. CUSIP No. 635771-10-8 SCHEDULE 13D Page 18 of 20 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: February 21, 1996 BK CAPITAL PARTNERS II, L.P. RICHARD C. BLUM & ASSOCIATES, BK CAPITAL PARTNERS III, L.P. INC. BK CAPITAL PARTNERS IV, L.P. BK-NEC, L.P. By /s/ Donald S. Scherer By Richard C. Blum & Associates, ______________________________ L.P., its General Partner Donald S. Scherer, Secretary By Richard C. Blum & Associates, Inc., its General Partner /s/ George A. Pavlov _______________________________ RICHARD C. BLUM By /s/ Donald S. Scherer ______________________ By George A. Pavlov Donald S. Scherer, Attorney-in-Fact Secretary RICHARD C. BLUM & ASSOCIATES, THE COMMON FUND L.P. By Richard C. Blum & Associates, By Richard C. Blum & L.P., its Investment Adviser Associates, Inc., its General Partner By Richard C. Blum & Associates, Inc., its General Partner By /s/ Donald S. Scherer ______________________ Donald S. Scherer, By /s/ Donald S. Scherer Secretary ______________________ Donald S. Scherer, Secretary CUSIP No. 635771-10-8 SCHEDULE 13D Page 19 of 20 INDEX TO EXHIBITS Sequentially Item Description Numbered Page Exhibit A Joint Filing Undertaking 20 CUSIP No. 635771-10-8 SCHEDULE 13D Page 20 of 20 EXHIBIT A 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: February 21, 1996 BK CAPITAL PARTNERS II, L.P. RICHARD C. BLUM & ASSOCIATES, BK CAPITAL PARTNERS III, L.P. INC. BK CAPITAL PARTNERS IV, L.P. BK-NEC, L.P. By /s/ Donald S. Scherer By Richard C. Blum & Associates, ______________________________ L.P., its General Partner Donald S. Scherer, Secretary By Richard C. Blum & Associates, Inc., its General Partner /s/ George A. Pavlov _______________________________ RICHARD C. BLUM By /s/ Donald S. Scherer ______________________ By George A. Pavlov Donald S. Scherer, Attorney-in-Fact Secretary RICHARD C. BLUM & ASSOCIATES, THE COMMON FUND L.P. By Richard C. Blum & Associates, By Richard C. Blum & L.P., its Investment Adviser Associates, Inc., its General Partner By Richard C. Blum & Associates, Inc., its General Partner By /s/ Donald S. Scherer ______________________ Donald S. Scherer, By /s/ Donald S. Scherer Secretary ______________________ Donald S. Scherer, Secretary -----END PRIVACY-ENHANCED MESSAGE-----