SC 13D/A 1 kci13d6.txt SCHEDULE 13D AMENDMENT NO. 6 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 6)* KINETIC CONCEPTS, INC. ----------------- (Name of Issuer) Common Stock, Par Value $0.001 Per Share ----------------------------- (Title of Class of Securities) 49460W208 --------- (CUSIP Number) Gregory D. Hitchan Blum Capital Partners, L.P. 909 Montgomery Street, Suite 400 San Francisco, CA 94133 (415) 434-1111 -------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 27, 2007 -------------- (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 that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [ ]. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Sections 240.13d-7 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). Page 1 of 13 CUSIP NO. 49460W208 SCHEDULE 13D Page 2 of 13 ----------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON BLUM CAPITAL PARTNERS, L.P. I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) 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* See Item 3 ----------------------------------------------------------------------------- 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 7,045,792** BENEFICIALLY OWNED BY EACH ---------------------------------------------------------- PERSON WITH 9. SOLE DISPOSITIVE POWER -0- ---------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 7,045,792** ----------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,045,792** ----------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] ----------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.8%** ----------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON PN, IA ----------------------------------------------------------------------------- ** See Item 5 * * * * * * CUSIP NO. 49460W208 SCHEDULE 13D Page 3 of 13 ----------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON RICHARD C. BLUM & ASSOCIATES, INC. I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) 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* See Item 3 ----------------------------------------------------------------------------- 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 7,045,792** BENEFICIALLY OWNED BY EACH ---------------------------------------------------------- PERSON WITH 9. SOLE DISPOSITIVE POWER -0- ---------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 7,045,792** ----------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,045,792** ----------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] ----------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.8%** ----------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON CO ----------------------------------------------------------------------------- ** See Item 5 * * * * * * CUSIP NO. 49460W208 SCHEDULE 13D Page 4 of 13 ----------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON BLUM STRATEGIC GP II, L.L.C. I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) 94-3395150 ----------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [x] ----------------------------------------------------------------------------- 3. SEC USE ONLY ----------------------------------------------------------------------------- 4. SOURCE OF FUNDS* See Item 3 ----------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] ----------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware ----------------------------------------------------------------------------- 7. SOLE VOTING POWER -0- NUMBER OF ---------------------------------------------------------- SHARES 8. SHARED VOTING POWER 7,045,792** BENEFICIALLY OWNED BY EACH ---------------------------------------------------------- PERSON WITH 9. SOLE DISPOSITIVE POWER -0- ---------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 7,045,792** ----------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,045,792** ----------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] ----------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.8%** ----------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON OO (Limited Liability Company) ----------------------------------------------------------------------------- ** See Item 5 * * * * * * CUSIP NO. 49460W208 SCHEDULE 13D Page 5 of 13 ----------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON BLUM STRATEGIC GP III, L.L.C. I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) 04-3809436 ----------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [x] ----------------------------------------------------------------------------- 3. SEC USE ONLY ----------------------------------------------------------------------------- 4. SOURCE OF FUNDS* See Item 3 ----------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] ----------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware ----------------------------------------------------------------------------- 7. SOLE VOTING POWER -0- NUMBER OF ---------------------------------------------------------- SHARES 8. SHARED VOTING POWER 7,045,792** BENEFICIALLY OWNED BY EACH ---------------------------------------------------------- PERSON WITH 9. SOLE DISPOSITIVE POWER -0- ---------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 7,045,792** ----------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,045,792** ----------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] ----------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.8%** ----------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON OO (Limited Liability Company) ----------------------------------------------------------------------------- ** See Item 5 * * * * * * CUSIP NO. 49460W208 SCHEDULE 13D Page 6 of 13 ----------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON BLUM STRATEGIC GP III, L.P. I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) 02-0742606 ----------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [x] ----------------------------------------------------------------------------- 3. SEC USE ONLY ----------------------------------------------------------------------------- 4. SOURCE OF FUNDS* See Item 3 ----------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] ----------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware ----------------------------------------------------------------------------- 7. SOLE VOTING POWER -0- NUMBER OF ---------------------------------------------------------- SHARES 8. SHARED VOTING POWER 7,045,792** BENEFICIALLY OWNED BY EACH ---------------------------------------------------------- PERSON WITH 9. SOLE DISPOSITIVE POWER -0- ---------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 7,045,792** ----------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,045,792** ----------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] ----------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.8%** ----------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON PN ----------------------------------------------------------------------------- ** See Item 5 * * * * * * CUSIP NO. 49460W208 SCHEDULE 13D Page 7 of 13 ----------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON SADDLEPOINT PARTNERS GP, L.L.C. I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) 83-0424234 ----------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [x] ----------------------------------------------------------------------------- 3. SEC USE ONLY ----------------------------------------------------------------------------- 4. SOURCE OF FUNDS* See Item 3 ----------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] ----------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware ----------------------------------------------------------------------------- 7. SOLE VOTING POWER -0- NUMBER OF ---------------------------------------------------------- SHARES 8. SHARED VOTING POWER 7,045,792** BENEFICIALLY OWNED BY EACH ---------------------------------------------------------- PERSON WITH 9. SOLE DISPOSITIVE POWER -0- ---------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 7,045,792** ----------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,045,792** ----------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] ----------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.8%** ----------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON OO (Limited Liability Company) ----------------------------------------------------------------------------- ** See Item 5 * * * * * * CUSIP NO. 49460W208 SCHEDULE 13D Page 8 of 13 Item 1. Security and Issuer ----------------------------- This Amendment No. 6 amends the Statement on Schedule 13D (the "Schedule 13D") filed with the Securities and Exchange Commission (the "Commission") on June 12, 2007 by Blum Capital Partners, L.P., a California limited partnership, ("Blum LP"); Richard C. Blum & Associates, Inc., a California corporation ("RCBA Inc."); Blum Strategic GP II, L.L.C., a Delaware limited liability company ("Blum GP II"); Blum Strategic GP III, L.L.C., a Delaware limited liability company ("Blum GP III"); Blum Strategic GP III, L.P., a Delaware limited partnership ("Blum GP III LP"); and Saddlepoint Partners GP, L.L.C., a Delaware limited liability company ("Saddlepoint GP") (collectively, the "Reporting Persons"). This Amendment No. 6 relates to shares of Common Stock, $.001 par value per share (the "Common Stock"), of Kinetic Concepts, Inc., a Texas corporation (the "Issuer"). The principal executive office and mailing address of the Issuer is 8023 Vantage Drive, San Antonio, TX 78230. The following amendments to the Schedule 13D are hereby made by this Amendment No. 6. Unless otherwise defined herein, all capitalized terms shall have the meanings ascribed to them in the Schedule 13D. Item 2. Identity and Background --------------------------------- There have been no changes to Item 2 since the Schedule 13D Amendment filed on May 11, 2007. Item 3. Source and Amount of Funds or Other Considerations ------------------------------------------------------------ There have been no changes to Item 3 since the original Schedule 13D filed on September 21, 2006. Item 4. Purpose of Transaction -------------------------------- On August 27, 2007, Blum LP, on behalf of itself and its affiliates, terminated the 10b5-1 Purchase Plan entered into on May 30, 2007 with Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch") in accordance with Rule 10b5-1 of the Act, as described in the Schedule 13D Amendment filed on May 30, 2007. * * * * * * CUSIP NO. 49460W208 SCHEDULE 13D Page 9 of 13 On August 27, 2007, Blum LP, on behalf of itself and its affiliates, entered into a new purchase plan (the "10b5-1 Purchase Plan dated August 27, 2007") with Merrill Lynch, accordance with Rule 10b5-1 of the Act. The 10b5-1 Purchase Plan dated August 27, 2007 provides for the periodic acquisition of Common Stock up to an aggregate of 3,500,000 shares through August 27, 2008 to be allocated among the affiliates of the Reporting Persons. The 10b5-1 Purchase Plan dated August 27, 2007 may be modified or amended upon the written agreement of Blum LP and Merrill Lynch, and may be terminated at any time by Blum LP. Transactions under the 10b5-1 Purchase Plan dated August 27, 2007 will be subject to certain price restrictions. Other than the 10b5-1 Purchase Plan dated August 27, 2007, no Reporting Person has any specific plan or proposal to acquire or dispose of the Common Stock, although consistent with its investment purpose, each Reporting Person at any time and from time to time may acquire additional Common Stock or dispose of any or all of its Common Stock depending upon an ongoing evaluation of the investment in the Common Stock, prevailing market conditions, other investment opportunities, liquidity requirements of the Reporting Persons and/or other investment considerations. Also, consistent with the investment purpose, the Reporting Persons may engage in communications with one or more shareholders of the Issuer, one or more officers of the Issuer and/or one or more members of the board of directors of the Issuer and/or one or more representatives of the Issuer regarding the Issuer, including but not limited to its operations. The Reporting Persons may discuss ideas that, if effected may result in any of the following: the acquisition by persons of additional Common Stock of the Issuer, an extraordinary corporate transaction involving the Issuer, and/or changes in the board of directors or management of the Issuer. Nils Colin Lind, who is an executive officer or managing member of each of the Reporting Persons, is a member of the Board of Directors of the Issuer. * * * * * * CUSIP NO. 49460W208 SCHEDULE 13D Page 10 of 13 Except to the extent the foregoing may be deemed a plan or proposal, none of the Reporting Persons has any plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) through (j), inclusive, of the instructions to Item 4 of Schedule 13D. The Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto. The information set forth in this Item 4 is qualified in its entirety by reference to the 10b5-1 Purchase Plan dated August 27, 2007, attached hereto as Exhibit B and incorporated by reference herein in its entirety. Item 5. Interest in Securities of the Issuer ---------------------------------------------- Item 5 of the Schedule 13D is hereby amended to add the following: (a), (b) According to the Issuer's Form 10-Q filed with the Securities and Exchange Commission on July 27, 2007, there were 71,547,336 shares of Common Stock issued and outstanding as of July 23, 2007. Based on such information, the Reporting Persons report beneficial ownership of the following shares of Common Stock: (i) 3,712,301 shares of Common Stock held by Blum LP and RCBA Inc. on behalf of the limited partnerships for which Blum LP serves as the general partner which represents 5.2% of the outstanding shares of the Common Stock; (ii) 654,652 shares of the Common Stock held by Blum GP II on behalf of the limited partnership for which it serves as the general partner and on behalf of the limited partnership for which it serves as the managing limited partner, which represents 0.9% of the outstanding shares of the Common Stock; (iii) 2,411,839 shares of the Common Stock held by Blum GP III which serves as general partner of Blum GP III LP which, in turn, serves as the general partner of Blum Strategic III, which represents 3.4% of the outstanding shares of the Common Stock; (iv) 163,000 shares of the Common Stock held by Saddlepoint GP on behalf of a partnership for which it serves as the general partner, which represents 0.2% of the outstanding shares of the Common Stock; and (v) 52,000 shares of the Common Stock that are legally owned by The Nuclear Decommissioning Trust of Dominion Nuclear Connecticut, Inc. ("Dominion Connecticut"), which represents 0.1% of the outstanding shares of the Common Stock and 52,000 shares of the Common Stock that are legally owned by Virginia Electric and Power Company Qualified Nuclear Decommissioning Trust ("Virginia Electric"), which represents 0.1% of the outstanding shares * * * * * * CUSIP NO. 49460W208 SCHEDULE 13D Page 11 of 13 of the Common Stock (collectively, the "Investment Advisory Clients"), with respect to which Blum LP has voting and investment power. Each Investment Advisory Client has entered into an investment management agreement with Blum LP, but neither Investment Advisory Client has any contract, arrangement or understanding with the other Investment Advisory Client, or any other Reporting Person, with respect to the acquisition, ownership, disposition or voting of any shares of the Common Stock. Each Investment Advisory Client disclaims membership in a group with any Reporting Person or with the other Investment Advisory Client, and each disclaims beneficial ownership of any shares beneficially owned by the Reporting Persons other than for their own account. Voting and investment power concerning the above shares are held solely by Blum LP, Blum GP II, Blum GP III and Saddlepoint GP. The Reporting Persons may be deemed to be members in a group, in which case the group would be deemed to have beneficial ownership of, and shared voting power with respect to, an aggregate of 7,045,792 shares of the Common Stock, which is 9.8% of the outstanding Common Stock. As the sole general partner of Blum LP, RCBA Inc. is deemed the beneficial owner of the securities over which Blum LP has voting and investment power. The filing of this Schedule shall not be construed as an admission that any of the shareholders, directors or executive officers of RCBA Inc. or the managing members and members of Blum GP II, Blum GP III, Blum GP III LP, and Saddlepoint GP, is, for any purpose, the beneficial owner of any of the securities that are beneficially owned by RCBA Inc., Blum GP II, Blum GP III LP, Blum GP III, or Saddlepoint GP. (c) Not applicable. (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, except i) the 10b5-1 Purchase Plan dated August 27, 2007, as disclosed in Item 4, and ii) as noted above in Item 5, Blum LP has voting and Investment power of the shares held by it for the benefit of The Investment Advisory Clients. * * * * * * CUSIP NO. 49460W208 SCHEDULE 13D Page 12 of 13 The information set forth in this Item 6 is qualified in its entirety by reference to the 10b5-1 Purchase Plan dated August 27, 2007, attached hereto as Exhibit B and is incorporated by reference herein in its entirety. Item 7. Material to be Filed as Exhibits ------------------------------------------ Exhibit A - Joint Filing Undertaking dated August 27, 2007 Exhibit B - Rule 10b5-1 Purchase Plan dated August 27, 2007 * * * * * * CUSIP NO. 49460W208 SCHEDULE 13D Page 13 of 13 SIGNATURES 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: August 28, 2007 RICHARD C. BLUM & ASSOCIATES, INC. BLUM CAPITAL PARTNERS, L.P. By: Richard C. Blum & Associates, Inc. Its General Partner By: /s/ Gregory D. Hitchan By: /s/ Gregory D. Hitchan ------------------------------- ----------------------------------- Gregory D. Hitchan Gregory D. Hitchan Partner, Chief Operating Officer, Partner, Chief Operating Officer, General Counsel & Secretary General Counsel & Secretary BLUM STRATEGIC GP II, L.L.C. BLUM STRATEGIC GP III, L.L.C. By: /s/ Gregory D. Hitchan By: /s/ Gregory D. Hitchan ------------------------------- ------------------------------------- Gregory D. Hitchan Gregory D. Hitchan, Managing Member Managing Member BLUM STRATEGIC GP III, L.P. SADDLEPOINT PARTNERS GP, L.L.C. By: Blum Strategic GP III, L.L.C. By: Blum Capital Partners, L.P. Its General Partner Its Managing Member By: Richard C. Blum & Associates, Inc. Its General Partner By: /s/ Gregory D. Hitchan By: /s/ Gregory D. Hitchan ------------------------------- ------------------------------------ Gregory D. Hitchan Gregory D. Hitchan Managing Member Partner, Chief Operating Officer General Counsel & Secretary * * * * * * CUSIP NO. 49460W208 SCHEDULE 13D Page 1 of 1 Exhibit A JOINT FILING UNDERTAKING The undersigned, being duly authorized thereunto, hereby execute this agreement as an exhibit to this Schedule 13D to evidence the agreement of the below-named parties, in accordance with the rules promulgated pursuant to the Securities Exchange Act of 1934, to file this Schedule jointly on behalf of each such party. Dated: August 28, 2007 RICHARD C. BLUM & ASSOCIATES, INC. BLUM CAPITAL PARTNERS, L.P. By: Richard C. Blum & Associates, Inc. Its General Partner By: /s/ Gregory D. Hitchan By: /s/ Gregory D. Hitchan ------------------------------- ----------------------------------- Gregory D. Hitchan Gregory D. Hitchan Partner, Chief Operating Officer, Partner, Chief Operating Officer General Counsel & Secretary General Counsel & Secretary BLUM STRATEGIC GP II, L.L.C. BLUM STRATEGIC GP III, L.L.C. By: /s/ Gregory D. Hitchan By: /s/ Gregory D. Hitchan ------------------------------- ------------------------------------- Gregory D. Hitchan Gregory D. Hitchan, Managing Member Managing Member BLUM STRATEGIC GP III, L.P. SADDLEPOINT PARTNERS GP, L.L.C. By: Blum Strategic GP III, L.L.C. By: Blum Capital Partners, L.P. Its General Partner Its Managing Member By: Richard C. Blum & Associates, Inc. Its General Partner By: /s/ Gregory D. Hitchan By: /s/ Gregory D. Hitchan ------------------------------- ------------------------------------ Gregory D. Hitchan Gregory D. Hitchan Managing Member Partner, Chief Operating Officer, General Counsel & Secretary * * * * * * CUSIP NO. 49460W208 SCHEDULE 13D Page 1 of 4 Exhibit B Rule 10b5-1 Purchase Plan I, Gregory D. Hitchan, on behalf of Blum Capital Partners, L.P. and its affiliates (collectively, the "Fund"), as of this 27th day of August 2007, have established this Plan (the "Plan") in order to purchase up to 3,500,000 shares of Kinetic Concepts, Inc.'s common stock pursuant to the requirements of and in conformity with the provisions of Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Fund requests that Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch") execute the Plan as follows: 1. Starting on October 11, 2007, purchase shares pursuant to the attached tables on a "not held" basis. Shares purchases shall be allocated among the Fund as instructed to Merrill Lynch from time to time. 2. The Plan shall end on the earliest of: a. August 27, 2008; b. the completion of all purchases contemplated by the Plan; c. the Fund or Merrill Lynch's reasonable determination that: (i) the Plan does not comply with Rule 10b5-1 or other applicable securities laws; (ii) the Fund has not, or Merrill Lynch has not, complied with the Plan, Rule 10b5-1 or other applicable securities laws. 3. The Fund will pay Merrill Lynch $--- per share commission rate. 4. The Fund confirms that (a) it established the Plan in good faith in compliance with the requirements of Rule 10b5-1 at a time when it was not in possession of non-public material information, (b) it understands the proscriptions of Rule 10b5-1 in respect of offsetting and hedging transactions, (c) it will not disclose to any persons at Merrill Lynch effecting purchases under the Plan any information regarding Kinetics Concepts, Inc. that might influence the execution of the Plan and (d) it will inform Merrill Lynch as soon as possible of any subsequent legal or contractual restrictions affecting the execution of the Plan by Merrill Lynch or by the Fund and of the occurrence of any event that would cause the Plan to end or be suspended as contemplated in Paragraph 2 or 5. * * * * * * CUSIP NO. 49460W208 SCHEDULE 13D Page 2 of 4 5. If Merrill Lynch must suspend purchases of shares under this Plan on a particular day for any of the following reasons: a. a day specified by the Plan is not a day on which the shares trade regular way on the Exchange; b. trading of the shares on the Exchange is suspended for any reason; or c. Merrill Lynch cannot effect a purchase of shares due to legal, regulatory or contractual restrictions applicable to it or to the Fund (including without limitation, Regulation M, Rule 10b-5); then Merrill Lynch will resume purchases in accordance with paragraph 1 above on the next day specified in the Plan after the condition causing the suspension of purchases has been resolved to the satisfaction of Merrill Lynch and the Fund. 6. The Plan may be modified or amended only upon the written agreement of the undersigned and Merrill Lynch. 7. The Plan may be signed in counterparts, each of which will be an original. 8. The Plan and the attachment together constitute the entire agreement between the Fund and Merrill Lynch and supersede any prior agreements or understandings regarding the Plan. 9. All notices given by the parties under this Plan will be as follows: If to Merrill Lynch: 4 World Financial Center - 5th Floor New York, NY 10080 Attention: Charles Plohn, Jr. If to the Fund: 909 Montgomery Street San Francisco, CA 94133 Attention: Gregory D. Hitchan Fax no: (415) 288-7253 10. Merrill Lynch acknowledges that the Fund may (1) purchase shares of Kinetic Concepts, Inc. from time to time separately from shares purchased pursuant to the Plan and (2) terminate the Plan at any time by giving notice to Merrill Lynch. * * * * * * CUSIP NO. 49460W208 SCHEDULE 13D Page 3 of 4 11. This Plan will be governed by and construed in accordance with the internal laws of the State of New York. Blum Capital Partners, L.P By Richard C. Blum & Associates, Inc., its general partner By: /s/ Gregory D. Hitchan Gregory D. Hitchan Chief Operating Officer Acknowledged and Agreed: Merrill Lynch, Pierce, Fenner & Smith Incorporated By: /s/ Charles Plohn Charles Plohn, Jr. Managing Director * * * * * * CUSIP NO. 49460W208 SCHEDULE 13D Page 4 of 4 Attachment Table 1 - Effective from October 11, 2007 through October 30, 2007 Pricing Strategy Price Limit Maximum Target Volume $--- --- cumulative shares $--- --- cumulative shares - In all cases, limited to --- shares daily for first two days after price limit is triggered. - Thereafter, limited to --- shares daily. Table 2 - Effective from October 31, 2007 through January 9, 2008 Pricing Strategy Price Limit Maximum Target Volume $--- --- cumulative shares (net of all previous prior purchases); limited to --- shares daily $--- --- cumulative shares (net of all previous prior purchases); limited to --- shares daily Table 3 - Effective from January 10, 2008 through August 27, 2008 Pricing Strategy Price Limit Maximum Target Volume $--- --- cumulative shares (net of all previous prior purchases); limited to --- shares daily $--- --- cumulative shares (net of all previous prior purchases); limited to --- shares daily