-----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, PIYfWNy5+NJDv5xx9xZBIyH963Hyp5jpEBPn8tajPNd4mym5QOC9YkRcC1iRabUd tFlMTaxs+V1VJq2Oy1NbkQ== 0000915887-96-000008.txt : 19960326 0000915887-96-000008.hdr.sgml : 19960326 ACCESSION NUMBER: 0000915887-96-000008 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960325 SROS: NASD GROUP MEMBERS: BK CAPITAL PARTNERS IV, L.P. GROUP MEMBERS: BLUM RICHARD C & ASSOCIATES INC GROUP MEMBERS: INSURANCE COMPANIES SUPPORTED ORGANIZATIONS PENSION PLAN GROUP MEMBERS: JERALD M. WEINTRAUB GROUP MEMBERS: PRISM PARTNERS I, L.P. GROUP MEMBERS: RICHARD C. BLUM GROUP MEMBERS: RICHARD C. BLUM & ASSOCIATES, INC. GROUP MEMBERS: RICHARD C. BLUM & ASSOCIATES, L.P. GROUP MEMBERS: STINSON CAPITAL PARTNERS, L.P. GROUP MEMBERS: THE CARPENTERS PENSION TRUST FOR SOUTHERN CALIFORNIA GROUP MEMBERS: WEINTRAUB CAPITAL MANAGEMENT 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 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-39973 FILM NUMBER: 96538220 BUSINESS ADDRESS: STREET 1: 8023 VANTAGE DR CITY: SAN ANTONIO STATE: TX ZIP: 78230 BUSINESS PHONE: 2103083993 MAIL ADDRESS: STREET 1: P. 0. B0X 659508 CITY: SAN ANTONIO STATE: TX ZIP: 78230 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BLUM RICHARD C & ASSOCIATES INC CENTRAL INDEX KEY: 0000847243 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 909 MONTGOMERY ST STE 400 CITY: SAN FRANCISCO STATE: CA ZIP: 94133 BUSINESS PHONE: 415-434-1111 MAIL ADDRESS: STREET 1: WILMER CUTLER & PICKERING STREET 2: 2445 M ST NW CITY: WASHINGTON STATE: DC ZIP: 20037 SC 13D 1 SC-13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 KINETIC CONCEPTS INC. _________________________ (Name of Issuer) COMMON STOCK _______________ (Title of Class of Securities) 49460W010 _____________ (CUSIP Number) Eric R. Markus, Esq. Wilmer, Cutler & Pickering 2445 M Street, N.W. Washington, D.C. 20037 _______________________________ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 15, 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 the statement _x_. (A fee is not required only if the reporting 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 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). (Continued on following pages) 2 of 23 SCHEDULE 13D CUSIP No. 49460W010 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON INSURANCE COMPANY SUPPORTED ORGANIZATIONS PENSION PLAN 25-6358211 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)_x_* (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 CALIFORNIA 7 SOLE VOTING POWER NUMBER OF -0- SHARES 8 SHARED VOTING POWER BENEFICIALLY 2,276,00* OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING -0- PERSON 10 SHARED DISPOSITIVE POWER 2,276,000* 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,276,000* 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES SHARES* __ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW(11) 5.13%* 14 TYPE OF REPORTING PERSON* EP *SEE INSTRUCTIONS BEFORE FILLING OUT! * See Item 5 below 3 of 23 SCHEDULE 13D CUSIP No. 49460W010 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON STINSON CAPITAL PARTNERS, L.P., 94-3232358 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)_x_* (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 CALIFORNIA 7 SOLE VOTING POWER NUMBER OF -0- SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 2,276,000* EACH 9 SOLE DISPOSITIVE POWER REPORTING -0- PERSON 10 SHARED DISPOSITIVE POWER 2,276,000* 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,276,000* 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES SHARES* __ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW(11) 5.13%* 14 TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! * See Item 5 below 4 of 23 SCHEDULE 13D CUSIP No. 49460W010 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON BK CAPITAL PARTNERS IV, L.P., 94-3139027 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)_x_* (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 CALIFORNIA 7 SOLE VOTING POWER NUMBER OF -0- SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 2,276,000* EACH 9 SOLE DISPOSITIVE POWER REPORTING -0- PERSON 10 SHARED DISPOSITIVE POWER 2,276,000* 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,276,000* 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* __ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW(11) 5.13%* 14 TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! * See Item 5 below 5 of 23 SCHEDULE 13D CUSIP No. 49460W010 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON THE CARPENTERS PENSION TRUST FOR SOUTHERN CALIFORNIA, 94-6042875 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)_x_* (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 CALIFORNIA 7 SOLE VOTING POWER NUMBER OF -0- SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 2,276,000* EACH 9 SOLE DISPOSITIVE POWER REPORTING -0- PERSON 10 SHARED DISPOSITIVE POWER 2,276,000* 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,276,000* 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* __ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW(11) 5.13%* 14 TYPE OF REPORTING PERSON* EP *SEE INSTRUCTIONS BEFORE FILLING OUT! * See Item 5 below 6 of 23 SCHEDULE 13D CUSIP No. 49460W010 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON RICHARD C. BLUM & ASSOCIATES, L.P., 94-3205364 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)_x_* (b)_x_* 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 NUMBER OF -0- SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 2,276,000* EACH 9 SOLE DISPOSITIVE POWER REPORTING -0- PERSON 10 SHARED DISPOSITIVE POWER 2,276,000* 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,276,000* 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* __ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW(11) 5.13%* 14 TYPE OF REPORTING PERSON* PN, IA *SEE INSTRUCTIONS BEFORE FILLING OUT! * See Item 5 below 7 of 23 SCHEDULE 13D CUSIP No. 49460W010 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON RICHARD C. BLUM & ASSOCIATES, INC., 94-2967812 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)_x_* (b)_x_* 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 NUMBER OF -0- SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 2,276,000* EACH 9 SOLE DISPOSITIVE POWER REPORTING -0- PERSON 10 SHARED DISPOSITIVE POWER 2,276,000* 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,276,000* 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* __ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW(11) 5.13%* 14 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! * See Item 5 below 8 of 23 SCHEDULE 13D CUSIP No. 49460W010 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON RICHARD C. BLUM, ###-##-#### 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)_x_* (b)_x_* 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 NUMBER OF -0- SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 2,276,000* EACH 9 SOLE DISPOSITIVE POWER REPORTING -0- PERSON 10 SHARED DISPOSITIVE POWER 2,276,000* 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,276,000* 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* __ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW(11) 5.13%* 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! * See Item 5 below 9 of 23 SCHEDULE 13D CUSIP No. 49460W010 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON PRISM PARTNERS I, L.P., 94-3172939 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)_x_* (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 CALIFORNIA 7 SOLE VOTING POWER NUMBER OF -0- SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 2,276,000* EACH 9 SOLE DISPOSITIVE POWER REPORTING -0- PERSON 10 SHARED DISPOSITIVE POWER 2,276,000* 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,276,000* 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* __ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW(11) 5.13%* 14 TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! * See Item 5 below 10 of 23 SCHEDULE 13D CUSIP No. 49460W010 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON WEINTRAUB CAPITAL MANAGEMENT, 94-3151493 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)_x_* (b)_x_* 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 NUMBER OF -0- SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 2,276,000* EACH 9 SOLE DISPOSITIVE POWER REPORTING -0- PERSON 10 SHARED DISPOSITIVE POWER 2,276,000* 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,276,000* 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* __ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW(11) 5.13%* 14 TYPE OF REPORTING PERSON* PN, IA *SEE INSTRUCTIONS BEFORE FILLING OUT! * See Item 5 below 11 of 23 SCHEDULE 13D CUSIP No. 49460W010 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON JERALD WEINTRAUB, ###-##-#### 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)_x_* (b)_x_* 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 NUMBER OF -0- SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 2,276,000* EACH 9 SOLE DISPOSITIVE POWER REPORTING -0- PERSON 10 SHARED DISPOSITIVE POWER 2,276,000* 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,276,000* 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* __ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW(11) 5.13%* 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! * See Item 5 below 12 of 23 This Schedule 13D is filed on behalf of the Insurance Company Supported Organizations Pension Plan ("ICSOPP"); Stinson Capital Partners L.P., a California limited partnership ("Stinson"); BK Capital Partners IV L.P., a California limited partnership ("BK-IV"); 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."); Richard C. Blum, the Chairman and a substantial shareholder of RCBA Inc; Prism Partners I, L.P., a California limited partnership ("Prism"); Weintraub Capital Management, a California general partnership ("WCM"); and Jerald M. Weintraub, the managing general partner of WCM. ICSOPP, Stinson, BK-IV, the Carpenters Trust, RCBA L.P., RCBA Inc., and Richard C. Blum are referred to herein as the "Blum Reporting Persons." Prism, WCM, and Jerald M. Weintraub are referred to herein as the "Weintraub Reporting Persons." Item 1. Security and Issuer. This Schedule 13D relates to shares of common stock (the "Common Stock") of Kinetic Concepts Inc. (the "Issuer"). The principal executive office and mailing address of the Issuer is 8023 Vantage Drive, San Antonio, Texas 78230. This Schedule 13D is being filed because certain purchases by the Reporting Persons might be deemed to be purchases by a group, as explained in Item 5 below. Item 2. Identity and Background. Blum Reporting Persons ______________________ Stinson and BK-IV are each a California limited partnership whose principal business is investing in securities, and whose principal office is located at 909 Montgomery Street, Suite 400, San Francisco, California 94133. ICSOPP and Carpenters Trust are each a pension plan governed by ERISA. RCBA L.P. is the sole general partner of Stinson and BK-IV and an investment adviser to ICSOPP and Carpenters. 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:
Name and Office Held Business Address Citizenship Principal Occupation or Employment Richard C. Blum 909 Montgomery St. USA President and President, Chairman and Suite 400 Chairman, RCBA L.P. Director San Francisco, CA 94133 Nils Colin Lind 909 Montgomery St. Norway Managing Director, Managing Director and Suite 400 RCBA L.P. Director San Francisco, CA 94133 13 of 23 Jeffrey W. Ubben 909 Montgomery St. USA Managing Director of Managing Director of Suite 400 Investments, RCBA Investments San Francisco, CA 94133 L.P. Alexander L. Dean 909 Montgomery St. USA Managing Director of Managing Director of Suite 400 Investments, RCBA Investments and Director San Francisco, CA 94133 L.P. Peter E. Rosenberg 909 Montgomery St. USA Managing Director of Managing Director of Suite 400 Investments, RCBA Investments and Director San Francisco, CA 94133 L.P. Michael Kane 909 Montgomery St. USA Managing Director of Managing Director of Suite 400 Investments, RCBA Investments San Francisco, CA 94133 L.P. Marc T. Scholvinck 909 Montgomery St. USA Chief Financial Chief Financial Officer and Suite 400 Officer and Managing Managing Director San Francisco, CA 94133 Director Thomas L. Kempner 40 Wall Street USA Chairman, Loeb Director New York, NY 10005 Partners Corporation, Investment Banking Business Donald S. Scherer 3 Embarcadero Center USA Howard, Rice, et al. Secretary Suite 700 (law firm) San Francisco, CA 94111
ICSOPP is a trust, governed by a board of trustees. The principal administrative office of ICSOPP is located at 1130 Connecticut Avenue, N.W., Washington D.C. 20036. The name, business address and present principal occupation of each of the trustees and executive officers of ICSOPP are as follows (all are United States citizens):
Name and Office Held Business Address Citizenship Principal Occupation or Employment Robert E. Vagley American Insurance USA President, Fiduciary Association American Insurance 1130 Connecticut Avenue, N.W. Association Washington, DC 20036 Fred R. Marcon Insurance Services Office USA President, Fiduciary 7 World Trade Center Insurance Services New York, NY 10048 Office Gail P. Norton Industrial Risk Insurers USA President & CEO, Fiduciary 85 Woodland Street Industrial Risk Hartford, CT 06102 Insurers 14 of 23 A. James Brodsky Insurance Company Supported USA Director, Director Organizations Pension Plan Insurance Company and Trust Supported 1130 Connecticut Avenue, N.W. Organizations Washington, D.C. 20036 Pension Plan and Trust
The Carpenters Trust is a trust, governed by a board of trustees. Its principal office is located at 520 South Virgil Avenue, 4th Floor, Los Angeles, California 90020. The names of the executive officers and trustees of the Carpenters Trust, their addresses, citizenship and principal occupations are as follows.
Name and Office Held Business Address Citizenship Principal Occupation or Employment Kim Frommer 22225 Acorn Street USA President Trustee Chatsworth, CA 91311 Frommer Inc. Curtis Conyers, Jr. 4719 Exposition Boulevard USA President Trustee Los Angeles, CA 90016 Richard Lane Company Richard Harris 1717 West Lincoln Avenue USA General Manager Trustee Anaheim, CA 92801 Wesseln Construction Co., Inc. Ralph Larison 1925 Water Street USA President Trustee Long Beach, CA 90802 Connolly-Pacific Co. Bert Lewitt 2901 28th Street USA President Trustee Santa Monica, CA 90405 Morley Construction Co. Ronald W. Tutor 15901 Olden Street USA President Co-Chairman, Trustee Sylmar, CA 91342 Tutor-Saliba Corporation J.D. Butler 412 Dawson Drive USA Treasurer Trustee Camarillo, CA 93010 Gold Coast District Council of Carpenters Douglas J. McCarron 520 South Virgil Avenue USA Secretary-Treasurer Chairman, Trustee Los Angeles, CA 90020 Southern California District Council of Carpenters Bill Perry 520 South Virgil Avenue USA Administrative Trustee Los Angeles, CA 90020 Assistant Southern California District Council of Carpenters Buddy Self 911 20th Street USA Financial Secretary Trustee Bakersfield, CA 93301 Carpenters Local Union 743 15 of 23 Steve Graves 520 South Virgil Avenue USA Representative Southern Trustee Los Angeles, CA 90020 California District Council of Carpenters Fred Taylor 341 E. Wardlow Road USA Financial Secretary Trustee Long Beach, CA 90807 Carpenters Local Union 630
Weintraub Reporting Persons ___________________________ Prism is a California limited partnership whose principal business is investing in securities, and whose principal office is located at 909 Montgomery Street, Suite 406, San Francisco, California 94133. WCM is the sole general partner of Prism. WCM is a California general partnership whose principal business is acting as general partner for investment partnerships and providing investment advisory and financial consulting services. WCM is a registered investment adviser with the Securities and Exchange Commission and with the State of California. The general partners of WCM are Jerald M. Weintraub and Melody R. Howe Weintraub. The addresses, citizenship and principal occupations of the general partners of WCM are as follows:
Name and Office Held Business Address Citizenship Principal Occupation or Employment Jerald M. Weintraub 909 Montgomery Street USA Managing General Managing General Partner Suite 406 Partner, Weintraub San Francisco, CA 94133 Capital Management Melody R. Howe Weintraub 909 Montgomery Street USA Political Consultant General Partner Suite 406 San Francisco, CA 94133 * * *
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. 16 of 23 The source of funds for the purchases of securities was the working capital of the Blum Reporting Persons and the working capital of the Weintraub Reporting Persons. Item 4. Purpose of Transaction. The Blum Reporting Persons and the Weintraub Reporting Persons each acquired the Common Stock for investment purposes. Depending upon market conditions and other factors, such 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, such Reporting Persons may, from time to time, dispose of some or all of the securities of the Issuer that they beneficially own. Other than as set forth in this statement, neither the Blum Reporting Persons nor the Weintraub Reporting Persons have any 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, or any agreement regarding such matters, 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 44,332,806 shares of Common Stock issued and outstanding as of January 24, 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 ICSOPP 165,700 0.37 Stinson 87,600 0.19 BK-IV 136,200 0.31 Carpenters Trust 1,560,500 3.52 Prism 171,000 0.39 /TABLE 17 of 23 In addition, because RCBA L.P. has voting and investment power with respect to 155,000 shares that are legally owned by The Common Fund, a New York non-profit corporation ("The Common Fund"), those shares are reported as beneficially owned by RCBA L.P. The Common Fund is 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 Common Fund has advised RCBA L.P. that it does not consider itself a Reporting Person because it does not have voting and investment power over the aforementioned shares. The Common Fund also disclaims membership in a group with any of the Reporting Persons, and disclaims beneficial ownership of any shares held by the Reporting Persons. Voting and investment power with respect to the above shares held by ICSOPP, Stinson, BK-IV, and the Carpenters Trust are held solely by RCBA L.P. The Blum Reporting Persons therefore may be deemed to be members in a group, in which case each Blum Reporting Person would be deemed to have beneficial ownership of an aggregate of 1,950,000 shares of the Common Stock, which is 4.39% of the outstanding Common Stock. As the sole general partner of RBCA L.P., RCBA Inc. is deemed the beneficial owner of the securities over which RCBA L.P. has voting and investment power. 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. Although Mr. Blum is joining in this Schedule as a Blum Reporting Person, the filing of this Schedule 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. Voting and investment power with respect to the above shares held by Prism are held solely by WCM. The Weintraub Reporting Persons therefore may be deemed to be members in a group, in which case each Weintraub Reporting Person would be deemed to have beneficial ownership of an aggregate of 171,000 shares of the Common Stock, which is 0.39% of the outstanding Common Stock. As the managing general partner of WCM, Jerald M. Weintraub might be deemed to be the beneficial owner of the securities beneficially owned by WCM. Although Jerald M. Weintraub is joining in this Schedule as a Weintraub Reporting Person, the filing of this Schedule shall not be construed as an admission that he is, for any purpose, the beneficial owner of any of the securities that are beneficially owned by WCM. Certain of the shares of Common Stock owned by the Reporting Persons were acquired in block trades by the Blum Reporting Persons and the Weintraub Reporting Persons. These shares were then divided among the Reporting Persons. Because of the block trades, the Blum Reporting Persons and the Weintraub Reporting Persons may be deemed to have constituted a group for purposes of acquiring certain shares of the Common Stock. Thus, the Reporting Persons have reported their holdings in aggregate on Lines 8, 10, 11, and 13 of Schedule 13D. Although each of the Reporting Persons identified might be deemed to be part of a group by virtue of the acquisition of the shares specified in the first sentence of this paragraph, they all, except as disclosed herein, disclaim acting as a group and disclaim "beneficial ownership" in the shares of each of such persons (other than himself, herself, or itself). No Blum Reporting Person has the right or power to, and does not exercise any control over, the management or policies of any Weintraub Reporting Person or exercise investment discretion over any account managed by any Weintraub Reporting Person. Conversely, no 18 of 23 Weintraub Reporting Person has the right or power to, and does not exercise any control over, the management or policies of any Blum Reporting Person or exercise investment discretion over any account managed by any Blum Reporting Person. (c) The following transactions of the Blum Reporting Persons and Weintraub Reporting Persons involving the Common Stock were made during the 60 days prior to the date of the event requiring the filing of this statement. All such transactions were purchases on the open market, except for certain transactions on January 24 and 25, 1996 which were made pursuant to an underwritten public offering of shares by certain shareholders of the Company:
Name Buy/Sell Trade Date Shares Price/Share BK-IV Buy 01-24-96 2,800 10.25 BK-IV Buy 01-24-96 105,000 10.25 Carpenters Trust Buy 01-24-96 32,000 10.25 Carpenters Trust Buy 01-24-96 1,200,000 10.25 ICSOPP Buy 01-24-96 127,500 10.25 ICSOPP Buy 01-24-96 3,400 10.25 Stinson Buy 01-24-96 67,500 10.25 Stinson Buy 01-24-96 1,800 10.25 Prism Buy 01-25-96 2,600 10.25 Prism Buy 01-25-96 5,100 10.25 Prism Buy 01-25-96 8,300 10.25 Prism Buy 01-25-96 25,000 10.68 Prism Buy 01-25-96 215,000 10.25 Prism Sell 01-25-96 2,600 10.25 Prism Sell 01-25-96 5,100 10.25 Prism Sell 01-25-96 8,300 10.25 Prism Sell 01-25-96 9,000 10.25 ICSOPP Buy 01-25-95 21,200 10.98 BK-IV Buy 01-25-96 1,800 10.31 BK-IV Buy 01-25-96 700 10.88 BK-IV Buy 01-25-96 17,500 10.98 BK-IV Buy 01-25-96 8,400 10.85 Carpenters Trust Buy 01-25-96 96,000 10.85 Carpenters Trust Buy 01-25-96 8,000 10.88 Carpenters Trust Buy 01-25-96 200,100 10.98 Carpenters Trust Buy 01-25-96 20,100 10.31 ICSOPP Buy 01-25-96 900 10.88 ICSOPP Buy 01-25-96 2,100 10.31 ICSOPP Buy 01-25-96 10,200 10.85 Stinson Buy 01-25-96 5,400 10.85 Stinson Buy 01-25-96 11,200 10.98 Stinson Buy 01-25-96 1,000 10.31 19 of 23 Stinson Buy 01-25-96 400 10.88 Prism Sell 02-23-96 10,000 14.00 Prism Sell 02-23-96 6,000 13.79 Prism Sell 02-23-96 44,000 13.79 Common Fund Buy 03-12-96 80,000 12.00 Common Fund Buy 03-15-96 50,000 12.25 Common Fund Buy 03-15-96 25,000 12.25
(d) Not applicable. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. 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 is a written agreement relating to the filing of joint statements as required by Rule 13d-1(f)(1) of the Securities Exchange Act of 1934, as amended. SIGNATURES 20 of 23 After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Dated: March 25, 1996 INSURANCE COMPANY SUPPORTED ORGANIZATIONS PENSION PLAN By Richard C. Blum & Associates, L.P., its General Partner By Richard C. Blum & Associates, Inc., its General Partner By /s/ N. Colin Lind ________________________________ N. Colin Lind, Managing Director BK CAPITAL PARTNERS IV, L.P. By Richard C. Blum & Associates, L.P., its General Partner By Richard C. Blum & Associates, Inc., its General Partner By /s/ N. Colin Lind ________________________________ N. Colin Lind, Managing Director STINSON CAPITAL PARTNERS, L.P. By Richard C. Blum & Associates, L.P., its General Partner By Richard C. Blum & Associates, Inc., its General Partner By /s/ N. Colin Lind ________________________________ N. Colin Lind, Managing Director RICHARD C. BLUM & ASSOCIATES, L.P. By Richard C. Blum & Associates, Inc., its General Partner By /s/ N. Colin Lind ______________________________________ N. Colin Lind, Chief Financial Officer and Managing Director RICHARD C. BLUM & ASSOCIATES, INC. By /s/ N. Colin Lind ________________________________ N. Colin Lind, Managing Director 21 of 23 /S/ N. COLIN LIND ___________________________ RICHARD C. BLUM By N. Colin Lind, Attorney-in-Fact THE CARPENTERS PENSION TRUST FOR SOUTHERN CALIFORNIA By Richard C. Blum & Associates, L.P., its Investment Advisor By Richard C. Blum & Associates, Inc., its General Partner By /s/ N. Colin Lind ________________________________ N. Colin Lind, Managing Director PRISM PARTNERS I, L.P. By Weintraub Capital Management, its General Partner By /s/ Jerald M. Weintraub _______________________ Jerald M. Weintraub, Managing General Partner WEINTRAUB CAPITAL MANAGEMENT By /s/ Jerald M. Weintraub _____________________________________________ Jerald M. Weintraub, Managing General Partner /S/ JERALD M. WEINTRAUB _______________________ JERALD M. WEINTRAUB 22 of 23 Exhibit A _________ Joint Filing Undertaking The undersigned, being duly authorized thereunto, hereby execute this agreement as an exhibit to the 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: March 25, 1996 INSURANCE COMPANY SUPPORTED ORGANIZATIONS PENSION PLAN By Richard C. Blum & Associates, L.P., its General Partner By Richard C. Blum & Associates, Inc., its General Partner By /s/ N. Colin Lind ________________________________ N. Colin Lind, Managing Director BK CAPITAL PARTNERS IV, L.P. By Richard C. Blum & Associates, L.P., its General Partner By Richard C. Blum & Associates, Inc., its General Partner By /s/ N. Colin Lind ________________________________ N. Colin Lind, Managing Director STINSON CAPITAL PARTNERS, L.P. By Richard C. Blum & Associates, L.P., its General Partner By Richard C. Blum & Associates, Inc., its General Partner By /s/ N. Colin Lind ________________________________ N. Colin Lind, Managing Director RICHARD C. BLUM & ASSOCIATES, L.P. By Richard C. Blum & Associates, Inc., its General Partner By /s/ N. Colin Lind ______________________________________ N. Colin Lind, Chief Financial Officer and Managing Director 23 of 23 RICHARD C. BLUM & ASSOCIATES, INC. By /s/ N. Colin Lind ________________________________ N. Colin Lind, Managing Director /S/ N. COLIN LIND ___________________________ RICHARD C. BLUM By N. Colin Lind, Attorney-in-Fact THE CARPENTERS PENSION TRUST FOR SOUTHERN CALIFORNIA By Richard C. Blum & Associates, L.P., its Investment Advisor By Richard C. Blum & Associates, Inc., its General Partner By /s/ N. Colin Lind ________________________________ N. Colin Lind, Managing Director PRISM PARTNERS I, L.P. By Weintraub Capital Management, its General Partner By /s/ Jerald M. Weintraub _______________________ Jerald M. Weintraub, Managing General Partner WEINTRAUB CAPITAL MANAGEMENT By /s/ Jerald M. Weintraub _____________________________________________ Jerald M. Weintraub, Managing General Partner /S/ JERALD M. WEINTRAUB _______________________ JERALD M. WEINTRAUB -----END PRIVACY-ENHANCED MESSAGE-----