-----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, Onkw5wxQOm+leA8CugEG7lKqDSzd7opEzhEckv9H0kpRnpOYzGyDGwEJzqVD/V86 ocPUdKQPv+J3tT/cJtEjMg== 0000906344-97-000003.txt : 19970225 0000906344-97-000003.hdr.sgml : 19970225 ACCESSION NUMBER: 0000906344-97-000003 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970206 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: OSHKOSH B GOSH INC CENTRAL INDEX KEY: 0000075042 STANDARD INDUSTRIAL CLASSIFICATION: APPAREL & OTHER FINISHED PRODS OF FABRICS & SIMILAR MATERIAL [2300] IRS NUMBER: 390519915 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-33438 FILM NUMBER: 97519542 BUSINESS ADDRESS: STREET 1: 112 OTTER AVE STREET 2: P O BOX 300 CITY: OSHKOSH STATE: WI ZIP: 54901 BUSINESS PHONE: 4142318800 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. 2 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* OSHKOSH B'GOSH, INC. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 688222-20-7 (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) January 30, 1997 (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 []. 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 5 Exhibit Index Located on Page 4 CUSIP NO. 688222-20-7 SCHEDULE 13D Page 2 of 5 Item 1. Security and Issuer This Amendment No. 2 to Schedule 13D relates to shares of Class A Common Stock (the "Common Stock") of OshKosh B'Gosh, Inc., a Delaware corporation (the "Issuer"). This Amendment is filed on behalf of Stinson Capital Partners L.P., a California limited partnership ("Stinson"); BK Capital Partners IV, L.P., a California limited partnership ("BK IV"); Insurance Company Supported Organizations Pension Plan ("ICSOPP"); The Carpenters Pension Trust for Southern California (the "Carpenters Trust"); 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. (collectively, the "Reporting Persons"). The only change from Amendment No. 1 to Schedule 13D is the additional information set forth in Item 4 below. Item 4. Purpose of Transaction. In addition to the plans and proposals set forth in Amendment No. 2 to Schedule 13D, which are hereby restated by reference, the Reporting Persons have discussed generally, and intend to continue to discuss from time to time, with representatives of the Issuer and with selected shareholders, a broad range of ideas that the Reporting Persons believe may enhance shareholder value. Certain of the ideas discussed might, if effected, result in the acquisition by persons of additional securities of the Issuer, an extraordinary corporate transaction such as a merger, recapitalization or reorganization of the Issuer or its subsidiaries, or a sale or transfer of a material amount of the assets of the Issuer or its subsidiaries. The Reporting Persons otherwise have no new plans or proposals regarding the Issuer that have not previously been disclosed. Item 7. Material to be Filed as Exhibits Exhibit A Joint Filing Undertaking. CUSIP NO. 688222-20-7 SCHEDULE 13D Page 3 of 5 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 4, 1997 STINSON CAPITAL PARTNERS, L.P. RICHARD C. BLUM & ASSOCIATES, BK CAPITAL PARTNERS IV, L.P. L.P. By Richard C. Blum & Associates, L.P., its By Richard C. Blum & General Partner Associates, Inc., its General Partner By Richard C. Blum & Associates, Inc., its By /s/ John H. Steinhart General Partner _____________________ John H. Steinhart, Managing Director, By /s/ John H. Steinhart Chief Administrative _____________________ Officer and Secretary John H. Steinhart, Managing Director, Chief Administrative RICHARD C. BLUM & ASSOCIATES, Officer and Secretary INC. THE CARPENTERS PENSION TRUST By /s/ John H. Steinhart FOR SOUTHERN CALIFORNIA __________________________ John H. Steinhart, INSURANCE COMPANY SUPPORTED Managing Director, ORGANIZATION PENSION PLAN Chief Administrative Officer and Secretary By Richard C. Blum & Associates, L.P., its Investment Adviser /s/ John H. Steinhart _____________________________ By Richard C. Blum & RICHARD C. BLUM Associates, Inc., its General Partner By John H. Steinhart Attorney-in-Fact By /s/ John H. Steinhart _____________________ John H. Steinhart Managing Director, Chief Administrative Officer and Secretary CUSIP NO. 688222-20-7 SCHEDULE 13D Page 4 of 5 INDEX TO EXHIBITS Sequentially Item Description Numbered Page Exhibit A Joint Filing Undertaking 5 CUSIP NO. 688222-20-7 SCHEDULE 13D Page 5 of 5 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 4, 1997 STINSON CAPITAL PARTNERS, L.P. RICHARD C. BLUM & ASSOCIATES, BK CAPITAL PARTNERS IV, L.P. L.P. By Richard C. Blum & Associates, L.P., its By Richard C. Blum & General Partner Associates, Inc., its General Partner By Richard C. Blum & Associates, Inc., its By /s/ John H. Steinhart General Partner _____________________ John H. Steinhart Managing Director, By /s/ John H. Steinhart Chief Administrative _____________________ Officer and Secretary John H. Steinhart Managing Director, Chief Administrative RICHARD C. BLUM & ASSOCIATES, Officer and Secretary INC. THE CARPENTERS PENSION TRUST FOR SOUTHERN CALIFORNIA By /s/ John H. Steinhart ________________________ INSURANCE COMPANY SUPPORTED John H. Steinhart ORGANIZATION PENSION PLAN Managing Director, Chief Administrative By Richard C. Blum & Officer and Secretary Associates, L.P., its Investment Adviser /s/ John H. Steinhart By Richard C. Blum & ______________________________ Associates, Inc., its RICHARD C. BLUM General Partner By John H. Steinhart By /s/ John H. Steinhart Attorney-in-Fact _____________________ John H. Steinhart Managing Director, Chief Administrative Officer and Secretary -----END PRIVACY-ENHANCED MESSAGE-----