-----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, JbsXhQNzbGZsilJDQ/ai4C9ybU5w7zG74csS7TzSsk36AsL9Tb4EeBcrruzVZifc yYU1VG1Wl0dr6JWmwC2QzQ== 0000906344-96-000001.txt : 19960116 0000906344-96-000001.hdr.sgml : 19960116 ACCESSION NUMBER: 0000906344-96-000001 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960112 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TRIAD SYSTEMS CORP CENTRAL INDEX KEY: 0000313867 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 942160013 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-33377 FILM NUMBER: 96503294 BUSINESS ADDRESS: STREET 1: 3055 TRIAD DR CITY: LIVERMORE STATE: CA ZIP: 94550 BUSINESS PHONE: 5104490606 MAIL ADDRESS: STREET 1: 3055 TRIAD DRIVE CITY: LIVERMORE STATE: CA ZIP: 94550 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. 3 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* TRIAD SYSTEMS CORPORATION (Name of Issuer) Common Stock, $.001 par value) (Title of Class of Securities) 895-818-201 (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) January 2, 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 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 19 Exhibit Index Located on Page 18 CUSIP No. 895-818-201 SCHEDULE 13D Page 2 of 19 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 1,998,158* BENEFICIALLY OWNED BY EACH 9 Sole Dispositive Power -0- REPORTING PERSON WITH 10 Shared Dispositive Power 1,998,158* 11 Aggregate Amount Beneficially Owned by Each Reporting Person 1,998,158* 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. 895-818-201 SCHEDULE 13D Page 3 of 19 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 1,998,158* BENEFICIALLY OWNED BY EACH 9 Sole Dispositive Power -0- REPORTING PERSON WITH 10 Shared Dispositive Power 1,998,158* 11 Aggregate Amount Beneficially Owned by Each Reporting Person 1,998,158* 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. 895-818-201 SCHEDULE 13D Page 4 of 19 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 1,998,158* BENEFICIALLY OWNED BY EACH 9 Sole Dispositive Power -0- REPORTING PERSON WITH 10 Shared Dispositive Power 1,998,158* 11 Aggregate Amount Beneficially Owned by Each Reporting Person 1,998,158* 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. 895-818-201 SCHEDULE 13D Page 5 of 19 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) [] 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 1,998,158* BENEFICIALLY OWNED BY EACH 9 Sole Dispositive Power -0- REPORTING PERSON WITH 10 Shared Dispositive Power 1,998,158* 11 Aggregate Amount Beneficially Owned by Each Reporting Person 1,998,158* 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. 895-818-201 SCHEDULE 13D Page 6 of 19 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 1,998,158* BENEFICIALLY OWNED BY EACH 9 Sole Dispositive Power -0- REPORTING PERSON WITH 10 Shared Dispositive Power 1,998,158* 11 Aggregate Amount Beneficially Owned by Each Reporting Person 1,998,158* 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. 895-818-201 SCHEDULE 13D Page 7 of 19 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 1,998,158* BENEFICIALLY OWNED BY EACH 9 Sole Dispositive Power -0- REPORTING PERSON WITH 10 Shared Dispositive Power 1,998,158* 11 Aggregate Amount Beneficially Owned by Each Reporting Person 1,998,158* 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. 895-818-201 SCHEDULE 13D Page 8 of 19 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 8,001 NUMBER OF SHARES 8 Shared Voting Power 2,006,159* BENEFICIALLY OWNED BY EACH 9 Sole Dispositive Power 8,001 REPORTING PERSON WITH 10 Shared Dispositive Power 2,006,159* 11 Aggregate Amount Beneficially Owned by Each Reporting Person 2,006,159* 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. 895-818-201 SCHEDULE 13D Page 9 of 19 Item 1. Security and Issuer This Amendment No. 3 (the "Amendment") to Schedule 13D relates to shares of common stock, $0.001 par value (the "Common Stock"), of Triad Systems Corporation, a Delaware corporation (the "Issuer"). The principal executive office and mailing address of the Issuer is 3055 Triad Drive, Livermore, CA 94550-9559. This Amendment amends and restates Amendment No. 2 to Schedule 13D. This Amendment is being filed because of certain dispositions of Common Stock described in Item 5(c) 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"), The Common Fund, a New York non-profit corporation, Richard C. Blum & Associates, L.P., a California limited partnership ("RCBA L.P."), Richard C. Blum & Associates, Inc., a California corporation ("RCBA Inc."), and Richard C. Blum, the Chairman and a substantial shareholder of RCBA Inc. 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 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. 895-818-201 SCHEDULE 13D Page 10 of 19 Principal Name and Office Business Address Citizen- Occupation Held ship or Employment Richard C. Blum 909 Montgomery St. USA Chairman and Chairman and Suite 400 Director, Director San Francisco, CA RCBA, L.P. Thomas L. Kempner 40 Wall Street USA Chairman, Director New York, NY 10005 Loeb Partners Corporation, Investment Banking Business Nils Colin Lind 909 Montgomery St. Norway Managing Managing Director Suite 400 Director, and Director San Francisco, CA RCBA, L.P. George A. Pavlov 909 Montgomery St. USA Managing Managing Suite 400 Director and Director, Chief San Francisco, CA Chief Financial Officer Financial and Director Officer, RCBA, L.P. Alexander L. Dean 909 Montgomery St. USA Managing Managing Director Suite 400 Director of of Investments San Francisco, CA Investments, and Director RCBA, L.P. Peter E. 909 Montgomery St. USA Managing Rosenberg Suite 400 Director of Managing Director San Francisco, CA Investments, of Investments RCBA, L.P. and Director Michael Kane 909 Montgomery St. USA Managing Managing Director Suite 400 Director of of Investments San Francisco, CA Investments, RCBA, L.P. Jeffrey W. Ubben 909 Montgomery St. USA Managing Managing Director Suite 400 Director of of Investments San Francisco, CA Investments, RCBA, L.P. Marc Scholvinck 909 Montgomery St. USA Vice Vice President Suite 400 President and Controller San Francisco, CA and 94111 Controller, RCBA, L.P. CUSIP No. 895-818-201 SCHEDULE 13D Page 11 of 19 Donald S. Scherer 3 Embarcadero Ctr. USA Howard, Secretary Suite 700 Rice, et al. San Francisco, CA (law firm) 94111 The Common Fund is a New York not-for-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 Officer Macalester College University of Michigan 1600 Grand Avenue 5032 Fleming Administration Building St. Paul, MN 55105 Ann Arbor, MI 48109-1340 John B. Carroll William Hromadka President Treasurer and Assoc. Sr. GTE Investment Management Corp. Vice President Tresser Boulevard University of Southern California Seventh Floor University Park, Treasurer's Office Stamford, CT 06901 BKS 402 - Bookstore Building Los Angeles, CA 90089-2541 Mayree C. Clark Managing Director, Global Research Lyn Hutton Morgan Stanley & Co., Inc. Vice President Finance and Treasurer 1251 Avenue of the Americas Dartmouth College New York, NY 10020 6008 Parkhurst Hall, Room 102 Hanover, NH 03755-3529 Herbert M. Gordon Treasurer David M. Lascell The Regents of the Partner University of California Hallenbeck, Lascell, Norris & Zorn Kaiser Center One Exchange Street 300 Lakeside Drive, 17th Floor Rochester, NY 14614-1403 Oakland, CA 94612-3550 John T. Leatham Caspa L. Harris, Jr. Chairman President Security Health Partners National Association of College and 1925 Calvin Court University Business Officers River Woods, IL 60015 1 Dupont Circle, Suite 500 Washington, DC 20036 CUSIP No. 895-818-201 SCHEDULE 13D Page 12 of 19 Louis W. Moelchert Robert S. Salomon, Jr. Vice President for Business President and Finance STI Management LLC University of Richmond 36 Flying Cloud Road 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 Todd E. Petzel Executive Vice President Business Development Chicago Mercantile Exchange 30 South Wacker Drive Chicago, IL 60606 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 Robert E. Shultz Gary P. Watson Senior Vice President Chief Operating Officer and Secretary 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 previous purchases of Securities was the working capital of BK II, BK III, BK IV and The Common Fund. CUSIP No. 895-818-201 SCHEDULE 13D Page 13 of 19 Item 4. Purpose of Transaction. As previously reported in the initial Schedule 13D and Amendment No. 1 thereto, BK II, BK III, BK IV, The Common Fund (collectively, the "Purchasers"), RCBA Inc. and the Issuer entered into a Unit Purchase Agreement dated as of July 2, 1992, as amended by the First Amendment to Unit Purchase Agreement dated August 3, 1992. Pursuant to such agreements, the Company sold the Purchasers, for an aggregate purchase price of $20,000,000, an aggregate of 1,000,000 units (collectively, the "Units"). Each Unit consisted of one share of the Issuer's Senior Cumulative Convertible Preferred Stock, par value $0.001 per share (the "Preferred Stock"), and a warrant to purchase 3.5 shares of the Issuer's Common Stock (individually, a "Warrant"). The Unit Purchase Agreement and the First Amendment thereto were filed as Exhibits 2 and 5, respectively, to the previous Schedule 13D and Amendment No. 1, respectively, and are incorporated herein by reference. As previously reported in Amendment No. 2, the Purchasers, RCBA L.P., and the Issuer entered into the Exchange Agreement and Second Amendment to Unit Purchase Agreement dated as of March 31, 1995 (the "Exchange Agreement"). Pursuant to the Exchange Agreement, the Purchasers surrendered all of their Units in exchange for (i) an aggregate cash payment of $10,000,000, (ii) accrued dividends in the aggregate amount of $200,000, and (iii) an aggregate of 2,222,222 shares of the Issuer's Common Stock. Such consideration was apportioned among the Purchasers in proportion to their prior ownership of the Units. The Unit Purchase Agreement and the First Amendment thereto continue in full force and effect, except as modified by the Exchange Agreement (collectively, the "Purchase Agreement"). The Purchasers originally entered into the Purchase Agreement solely for investment purposes. Depending upon market conditions and other factors, the Reporting Persons may acquire additional securities of the Issuer, including shares of Common Stock, 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, although there are certain restrictions on transfer as set forth in Item 6 below. Pursuant to Section 3.6 of the Purchase Agreement, the Issuer will nominate and recommend a representative of the Purchasers (the "Purchaser Representative") reasonably acceptable to the Issuer to serve as a director of the Issuer. Richard C. Blum continues to serve as the Purchaser Representative on the Issuer's Board of Directors. The Purchase Agreement provides that the Purchasers will notify the Issuer of the identity of any proposed successor Purchaser Representative in order to permit CUSIP No. 895-818-201 SCHEDULE 13D Page 14 of 19 the Issuer to determine that such successor is reasonably acceptable to the Issuer. The Exchange Agreement has deleted in its entirety Section 3.14 of the Purchase Agreement which had imposed certain restrictions upon the Issuer's ability to declare or pay dividends upon shares of its capital stock ranking junior to the Preferred Stock. 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 which 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 17,402,215 shares of Common Stock issued and outstanding as of December 20, 1995. Based on such information, 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 111,111 0.6% BK III 500,000 2.9% BK IV 275,936 1.6% The Common Fund 1,111,111 6.4% _________ ____ Total 1,998,158 11.5% ========= ===== 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 1,998,158 shares of the Common Stock, which is 11.5% of the outstanding Common Stock. 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 8,001 shares of the Common Stock (consisting of options 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 2,006,159 shares, which is 11.5% of the Stock. Although Mr. Blum is joining in this Amendment as CUSIP No. 895-818-201 SCHEDULE 13D Page 15 of 19 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 dispositions have been made: On January 2, 1996, BK IV distributed 224,064 shares of Common Stock to two of its limited partners in connection with such limited partners' withdrawal from BK IV. (d) and (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer The Purchase Agreement provides that, with certain exceptions, RCBA L.P. and the Purchasers will not acquire, on their own behalf or on behalf of their controlled affiliates, any voting securities of the Issuer or securities convertible into or exercisable for the Issuer's voting securities. These limitations will be suspended if a third party commences or publicly announces a tender offer for a certain percentage of the Issuer's voting securities or takes certain other actions. In addition, Section 3.7(d) of the Purchase Agreement provides that if RCBA L.P. and the Purchasers beneficially own in excess of a specified percentage of the Issuer's voting securities, they will cause all of the voting securities owned by them in excess of such percentage to be voted in accordance with the recommendations of the Issuer's Board of Directors, except with respect to certain enumerated matters. Pursuant to Section 3.7(e) of the Purchase Agreement, the Purchasers executed an irrevocable proxy to secure their obligations under Section 3.7(d). The acquisition and voting limitations and the grant of the irrevocable proxy described in this paragraph will terminate on August 3, 1997 or at such time as RCBA L.P. and the Purchasers no longer beneficially own a specified percentage of the Issuer's securities, whichever is earlier. Furthermore, the acquisition and voting limitations summarized in this paragraph will terminate as to any Purchaser who ceases to be managed or advised by RCBA L.P. or to be an affiliate of RCBA L.P. The Purchase Agreement also contains certain restrictions on the transfer of the Common Stock. Section 3.11(a) of the Purchase Agreement requires that before a Purchaser and certain transferees (including RCBA, L.P., its affiliates and those which it manages or advises) may transfer any Common Stock, the shares must first be offered to the Issuer; however, the Exchange Agreement provides that such restrictions will not apply to sales to the public made in reliance on Rule 144. Section 3.11(b) of the Purchase Agreement provides that shares of Common Stock which are held by Purchasers or certain of their transferees may not be CUSIP No. 895-818-201 SCHEDULE 13D Page 16 of 19 knowingly transferred to a competitor of the Issuer without the consent of the Issuer's Board of Directors. Section 2.3 of the Exchange Agreement provides additional transfer restrictions on the Purchasers' Common Stock. So long as the Purchasers have certain rights pursuant to the Purchase Agreement, they will be subject to the Company's insider trading policies. In addition, until March 31, 1996, sales of Common Stock must be made in compliance with the volume limitations of Rule 144(e), regardless of whether Rule 144 is otherwise applicable. Except for the contracts, arrangements, understandings and relationships described above and attached as exhibits hereto, 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 Issuer, including but not limited to the transfer or voting of any of the 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 10 Joint Filing Undertaking. CUSIP No. 895-818-201 SCHEDULE 13D Page 17 of 19 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: January 12, 1996 BK CAPITAL PARTNERS II, L.P. RICHARD C. BLUM & ASSOCIATES, BK CAPITAL PARTNERS III, L.P. L.P. BK CAPITAL PARTNERS IV, L.P. By Richard C. Blum & Associates, By Richard C. Blum & Associates, Inc., its General Partner L.P., its General Partner By Richard C. Blum & By /s/ Donald S. Scherer Associates, Inc., its _____________________ General Partner Donald S. Scherer, Secretary By /s/ Donald S. Scherer _____________________ Donald S. Scherer, Secretary THE COMMON FUND By Richard C. Blum & Associates, RICHARD C. BLUM & ASSOCIATES, L.P., its Investment Adviser INC. By Richard C. Blum & Associates, Inc., its By /s/ Donald S. Scherer General Partner _____________________ Donald S. Scherer, Secretary By /s/ Donald S. Scherer _____________________ Donald S. Scherer, /s/ George A. Pavlov Secretary ____________________ RICHARD C. BLUM By George A. Pavlov Attorney-in-Fact CUSIP No. 895-818-201 SCHEDULE 13D Page 18 of 19 INDEX TO EXHIBITS Sequentially Item Description Numbered Page Exhibit 10 Joint Filing Undertaking 19 CUSIP No. 895-818-201 SCHEDULE 13D Page 19 of 19 JOINT FILING UNDERTAKING The undersigned, being duly authorized thereunto, hereby execute this agreement as an exhibit to Amendment No. 3 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: January 12, 1996 BK CAPITAL PARTNERS II, L.P. RICHARD C. BLUM & ASSOCIATES, BK CAPITAL PARTNERS III, L.P. L.P. BK CAPITAL PARTNERS IV, L.P. By Richard C. Blum & Associates, By Richard C. Blum & Associates, Inc., its General Partner L.P., its General Partner By Richard C. Blum & By /s/ Donald S. Scherer Associates, Inc., its _____________________ General Partner Donald S. Scherer, Secretary By /s/ Donald S. Scherer _____________________ Donald S. Scherer, Secretary THE COMMON FUND RICHARD C. BLUM & ASSOCIATES, INC. By Richard C. Blum & Associates, L.P., its Investment Adviser By /s/ Donald S. Scherer By Richard C. Blum & _____________________ Associates, Inc., its Donald S. Scherer, General Partner Secretary By /s/ Donald S. Scherer /s/ George A. Pavlov _____________________ ____________________ Donald S. Scherer, RICHARD C. BLUM Secretary By George A. Pavlov Attorney-in-Fact -----END PRIVACY-ENHANCED MESSAGE-----