-----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, Kp6g8RKk6/XOVd3pUnACnpq8xR/hnfiy5ZEKS/h03mFz8buaQl4U7ZDZf6MuGY74 OQbdER1DQTKR6fUszJPREQ== 0000906344-95-000026.txt : 19951016 0000906344-95-000026.hdr.sgml : 19951016 ACCESSION NUMBER: 0000906344-95-000026 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19951013 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NATIONAL EDUCATION CORP CENTRAL INDEX KEY: 0000277821 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EDUCATIONAL SERVICES [8200] IRS NUMBER: 952774428 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-32461 FILM NUMBER: 95580272 BUSINESS ADDRESS: STREET 1: 18400 VON KARMAN AVE CITY: IRVINE STATE: CA ZIP: 92715 BUSINESS PHONE: 7144749400 MAIL ADDRESS: STREET 1: 18400 VON KARMAN AVE CITY: IRVINE STATE: CA ZIP: 92715 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HOWARD RICE NEMEROVSKI CANADY ROBERTSON & FALK CENTRAL INDEX KEY: 0000906344 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 3 EMBARCADERO CTR 7TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94111-4065 BUSINESS PHONE: 4154341600 SC 13D/A 1 AMENDMENT NO. 9 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 9)* NATIONAL EDUCATION CORPORATION (Name of Issuer) Common Stock (Title of Class of Securities) 635 771-10-8 (CUSIP Number) Donald S. Scherer Howard, Rice, Nemerovski, Canady, Falk & Rabkin, A Professional Corporation Three Embarcadero Center, Suite 700 San Francisco, CA 94111 (415) 434-1600 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 11, 1995 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d- 1(b)(3) or (4), check the following box []. Check the following box if a fee is being paid with this statement []. (A fee is not required only if the filing person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Page 2 of 21 Exhibit Index Located on Page 20 CUSIP No. 635 771-10-8 SCHEDULE 13D Page 3 of 21 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 5,336,781* BENEFICIALLY OWNED BY EACH 9 Sole Dispositive Power -0- REPORTING PERSON WITH 10 Shared Dispositive Power 5,336,781* 11 Aggregate Amount Beneficially Owned by Each 5,336,781* Reporting Person 12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares 13 Percent of Class Represented by Amount in Row 11 15.2%* 14 Type of Reporting Person PN * See response to Item 5. CUSIP No. 635 771-10-8 SCHEDULE 13D Page 4 of 21 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 5,336,781* BENEFICIALLY OWNED BY EACH 9 Sole Dispositive Power -0- REPORTING PERSON WITH 10 Shared Dispositive Power 5,336,781* 11 Aggregate Amount Beneficially Owned by Each 5,336,781* Reporting Person 12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares 13 Percent of Class Represented by Amount in Row 11 15.2%* 14 Type of Reporting Person PN * See response to Item 5. CUSIP No. 635 771-10-8 SCHEDULE 13D Page 5 of 21 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 5,336,781* BENEFICIALLY OWNED BY EACH 9 Sole Dispositive Power -0- REPORTING PERSON WITH 10 Shared Dispositive Power 5,336,781* 11 Aggregate Amount Beneficially Owned by Each 5,336,781* Reporting Person 12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares 13 Percent of Class Represented by Amount in Row 11 15.2%* 14 Type of Reporting Person PN * See response to Item 5. CUSIP No. 635 771-10-8 SCHEDULE 13D Page 6 of 21 1 Name of Reporting Person BK-NEC, L.P. IRS Identification No. of Above Person 94-3160834 2 Check the Appropriate Box if a Member of a Group (a) [x] (b) 3 SEC USE ONLY 4 Source of Funds WC 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6 Citizenship or Place of Organization California 7 Sole Voting Power -0- NUMBER OF SHARES 8 Shared Voting Power 5,336,781* BENEFICIALLY OWNED BY EACH 9 Sole Dispositive Power -0- REPORTING PERSON WITH 10 Shared Dispositive Power 5,336,781* 11 Aggregate Amount Beneficially Owned by Each 5,336,781* Reporting Person 12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares 13 Percent of Class Represented by Amount in Row 11 15.2%* 14 Type of Reporting Person PN * See response to Item 5. CUSIP No. 635 771-10-8 SCHEDULE 13D Page 7 of 21 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 5,336,781* BENEFICIALLY OWNED BY EACH 9 Sole Dispositive Power -0- REPORTING PERSON WITH 10 Shared Dispositive Power 5,336,781* 11 Aggregate Amount Beneficially Owned by Each 5,336,781* Reporting Person 12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares 13 Percent of Class Represented by Amount in Row 11 15.2%* 14 Type of Reporting Person PN, IA * See response to Item 5. CUSIP No. 635 771-10-8 SCHEDULE 13D Page 8 of 21 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 5,336,781* BENEFICIALLY OWNED BY EACH 9 Sole Dispositive Power -0- REPORTING PERSON WITH 10 Shared Dispositive Power 5,336,781* 11 Aggregate Amount Beneficially Owned by Each 5,336,781* Reporting Person 12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares 13 Percent of Class Represented by Amount in Row 11 15.2%* 14 Type of Reporting Person CO * See response to Item 5. CUSIP No. 635 771-10-8 SCHEDULE 13D Page 9 of 21 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 13,840 NUMBER OF SHARES 8 Shared Voting Power 5,336,781* BENEFICIALLY OWNED BY EACH 9 Sole Dispositive Power 13,840 REPORTING PERSON WITH 10 Shared Dispositive Power 5,336,781* 11 Aggregate Amount Beneficially Owned by Each 5,350,621* Reporting Person 12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares 13 Percent of Class Represented by Amount in Row 11 15.2%* 14 Type of Reporting Person IN * See response to Item 5. CUSIP No. 635 771-10-8 SCHEDULE 13D Page 10 of 21 1 Name of Reporting Person THE COMMON FUND IRS Identification No. of Above Person 23-7037968 2 Check the Appropriate Box if a Member of a Group (a) (b) [x] 3 SEC USE ONLY 4 Source of Funds WC 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6 Citizenship or Place of Organization New York 7 Sole Voting Power -0- NUMBER OF SHARES 8 Shared Voting Power 2,751,170* BENEFICIALLY OWNED BY EACH 9 Sole Dispositive Power -0- REPORTING PERSON WITH 10 Shared Dispositive Power 2,751,170* 11 Aggregate Amount Beneficially Owned by Each 2,751,170* Reporting Person 12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares 13 Percent of Class Represented by Amount in Row 11 7.8%* 14 Type of Reporting Person CO * See response to Item 5. CUSIP No. 635 771-10-8 SCHEDULE 13D Page 11 of 21 Item 1. Security and Issuer This Amendment No. 9 (the "Amendment") to Schedule 13D relates to shares of common stock (the "Common Stock") of National Education Corporation, a Delaware corporation (the "Issuer"). The principal executive office and mailing address of the Issuer is 18400 Von Karman Avenue, Irvine, CA 92715. This Amendment is being filed because of the conversion and subsequent distribution of certain securities, as described in Item 5 below. Item 2. Identity and Background This Amendment is filed on behalf of BK Capital Partners II, L.P., a California limited partnership ("BK II"), BK Capital Partners III, L.P., a California limited partnership ("BK III"), BK Capital Partners IV, L.P., a California limited partnership ("BK IV"), BK-NEC, L.P., a California Limited partnership ("BK-NEC"), Richard C. Blum & Associates, L.P., a California limited partnership ("RCBA L.P."), Richard C. Blum & Associates, Inc., a California corporation ("RCBA Inc."), Richard C. Blum, the Chairman and a substantial shareholder of RCBA Inc., and The Common Fund, a New York non-profit corporation. BK II, BK III, BK IV and BK-NEC are each California limited partnerships whose principal business is investing in securities, and whose principal office is located at 909 Montgomery Street, Suite 400, San Francisco, California 94133. RCBA L.P. is the sole general partner of BK II, BK III, BK IV and BK-NEC, and the investment adviser to The Common Fund. RCBA, L.P. is a California limited partnership whose principal business is acting as general partner for investment partnerships and providing investment advisory and financial consulting services. RCBA L.P. is a registered investment adviser with the Securities and Exchange Commission and with the State of California. The sole general partner of RCBA L.P. is RCBA Inc. The principal business office address of RCBA L.P. and RCBA Inc. is 909 Montgomery Street, Suite 400, San Francisco, California 94133. The names of the executive officers and directors of RCBA Inc., their addresses, citizenship and principal occupations are as follows: CUSIP No. 635 771-10-8 SCHEDULE 13D Page 12 of 21 Principal Name and Business Citizen- Occupation Office Held Address ship or Employment Richard C. Blum 909 Montgomery USA President and President, St. Chairman, Chairman and Suite 400 RCBA, L.P. Director San Francisco, CA Thomas L. 40 Wall Street USA Chairman, Loeb Kempner New York, NY Partners Director 10005 Corporation, Investment Banking Business Nils Colin Lind 909 Montgomery Norway Managing Managing St. Director, Director and Suite 400 RCBA, L.P. Director San Francisco, CA George A. 909 Montgomery USA Managing Pavlov St. Director and Managing Suite 400 Chief Director, Chief San Francisco, Financial Financial CA Officer, RCBA, Officer and L.P. Director Alexander L. 909 Montgomery USA Managing Dean St. Director of Managing Suite 400 Investments, Director of San Francisco, RCBA, L.P. Investments and CA Director Peter E. 909 Montgomery USA Managing Rosenberg St. Director of Managing Suite 400 Investments, Director of San Francisco, RCBA, L.P. Investments and CA Director Michael Kane 909 Montgomery USA Managing Managing St. Director of Director of Suite 400 Investments, Investments San Francisco, RCBA, L.P. CA CUSIP No. 635 771-10-8 SCHEDULE 13D Page 13 of 21 Jeffrey W. 909 Montgomery USA Managing Ubben St. Director of Managing Suite 400 Investments, Director of San Francisco, RCBA, L.P. Investments CA Donald S. 3 Embarcadero USA Howard, Rice, Scherer Center et al. (law Secretary Suite 700 firm) San Francisco, CA 94111 The Common Fund is a New York non-profit corporation principally engaged in the business of managing investments for educational institutions. The principal administrative office of The Common Fund is located at 450 Post Road East, Westport, Connecticut 06881-0909. The name, business address and present principal occupation of each of the trustees and executive officers of The Common Fund are as follows (all are United States citizens): Trustees Paul J. Aslanian Robert D. Flanigan, Jr. Vice President for Finance Vice President for Business and Planning and Financial Affairs Swarthmore College & Treasurer 500 College Avenue Spelman College Swarthmore, PA 19087-1397 350 Spelman Lane, S.W. Box 589 John B. Carroll Atlanta, GA 30314-4399 President GTE Investment Management Caspa L. Harris, Jr. Corp. Route 1, Box 509 Tresser Boulevard Waterford, VA 22190 Seventh Floor Stamford, CT 06901 Norman G. Herbert Treasurer and Investment Mayree C. Clark Officer Managing Director, Global University of Michigan Research 5032 Fleming Administration Morgan Stanley & Co., Inc. Building 1251 Avenue of the Americas Ann Arbor, MI 48109-1340 New York, NY 10020 CUSIP No. 635 771-10-8 SCHEDULE 13D Page 14 of 21 William Hromadka Andre F. Perold Treasurer and Assoc. Sr. Sylvan C. Coleman Professor Vice President of Financial Management University of Southern Harvard University Graduate California School of Business University Park, Treasurer's Administration Office Morgan Hall, 367, Soldiers BKS 402 - Bookstore Building Field Los Angeles, CA 90089-2541 Boston, MA 02163 Lyn Hutton Todd E. Petzel Vice President Finance and Executive Vice President Treasurer Business Development Dartmouth College Chicago Mercantile Exchange 6008 Parkhurst Hall, Room 30 South Wacker Drive 102 Chicago, IL 60606 Hanover, NH 03755-3529 Robert S. Salomon, Jr. David M. Lascell Principal & Founder Partner STI Management LLC Hallenbeck, Lascell, 106 Dolphin Cove Quay Norris & Zorn Stamford, CT 06902 One Exchange Street Rochester, NY 14614-1403 William T. Spitz Treasurer John T. Leatham Vanderbilt University Chairman 102 Alumni Hall Security Health Managed Care Nashville, TN 37240-0159 1925 Calvin Court River Woods, IL 60015 David K. Storrs, President The Common Fund Louis W. Moelchert 450 Post Road East Vice President for Business Westport, CT 06881-0909 and Finance University of Richmond Campus Drive, Room 202 Maryland Hall Richmond, VA 23173 CUSIP No. 635 771-10-8 SCHEDULE 13D Page 15 of 21 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 Maria L.C. Tapia 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 the Reporting Persons. Item 4. Purpose of Transaction. As previously reported in the initial Schedule 13D and subsequent Amendments thereto, certain of the Reporting Person and other persons purchased from the Issuer $20 million in aggregate principal amount of the Issuer's Senior Subordinated Convertible Debentures due 2006 (the "Debentures"). On September 11, 1995, the Debentures were converted into 5,000,000 shares of Common Stock at a conversion price of 4.00 per share; the Issuer also issued an additional 20,635 shares of Common Stock to certain of the Reporting Persons as payment for accrued but unpaid interest. In addition to Common Stock acquired in connection with the conversion of the Debentures, BK II, BK III, BK IV and The Common Fund previously owned directly an aggregate of 1,063,410 shares of Common Stock, and Mr. Blum individually owned 2,840 shares of Common Stock and presently exercisable options to acquire an additional 11,000 shares of Common Stock. As reported in Item 5(c) below, certain shares of Common Stock acquired in connection with the Debentures were subsequently distributed in kind by certain Reporting Persons. CUSIP No. 635 771-10-8 SCHEDULE 13D Page 16 of 21 The Reporting Persons originally acquired the Common Stock and Debentures for investment purposes. Depending upon market conditions and other factors, the Reporting Persons may acquire additional securities of the Issuer, in the open market, in privately negotiated transactions or otherwise. Alternatively, depending upon market conditions and other factors, the Reporting Persons may, from time to time, dispose of some or all of the securities of the Issuer that they beneficially own. Mr. Blum continues to serve on the Issuer's Board of Directors. Other than as set forth in this statement, the Reporting Persons have no present plans or proposals that relate to or would result in any of the consequences listed in paragraphs (a)-(j) of Item 4 of Schedule 13D, although they may in the future take actions 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 35,088,233 shares of Common Stock issued and outstanding as of October 6, 1995. Based on such information, after taking into account the transactions described in Item 5(c) below, the following Reporting Persons report the following direct holdings and corresponding percentage interests in the Common Stock: Shares of Common Percentage Name Stock Owned Owned BK II 701,658 2.0% BK III 827,992 2.4% BK IV 20,900 0.1% BK-NEC 1,019,583 2.9% RCBA L.P. 15,478 0.0% The Common Fund 2,751,170 7.8% _________ _____ Total 5,336,781 15.2% ========= ===== 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 CUSIP No. 635 771-10-8 SCHEDULE 13D Page 17 of 21 5,336,781 shares of the Common Stock, which is 15.2% of the outstanding Common Stock. However, The Common Fund expressly disclaims membership in such a group and disclaims beneficial ownership of securities owned by any other person. As Chairman, director and a substantial shareholder of RCBA Inc., Richard C. Blum might be deemed to be the beneficial owner of the securities beneficially owned by RCBA Inc. In addition, Mr. Blum has sole beneficial ownership of 13,840 shares of Common Stock, consisting of 2,840 shares of Common Stock owned directly and 11,000 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 5,350,621 shares, which is 15.2% of the Common Stock. Although Mr. Blum is joining in this Amendment as a Reporting Person, the filing of this Amendment shall not be construed as an admission that he, or any of the other shareholders, directors or executive officers of RCBA Inc. is, for any purpose, the beneficial owner of any of the securities that are beneficially owned by RCBA Inc. (c) During the last 60 days, the Reporting Persons converted the Debentures into Common Stock and received additional shares of Common Stock as payment for accrued but unpaid interest, as described in Item 4 above. On September 11, 1995, BK-NEC II made an in-kind distribution to its three partners of all 1,506,190 shares it received in such conversion: 1,019,583 shares to BK-NEC, 15,478 to RCBA L.P. and 471,129 to an unaffiliated person. On September 29, 1995, RCBA L.P. also distributed an aggregate of 276,132 shares of Common Stock to three managed accounts for which it had served as investment adviser. (d) and (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer BK-NEC has pledged 1,000,000 shares of Common Stock to Bank of America to secure a loan from Bank of America to BK-NEC. Except for the contracts, arrangements, understandings and relationships described above, none of the Reporting Persons or, to the best knowledge of the Reporting Persons, the other persons named in Item 2, is a party to any contract, arrangement, understanding or relationship with respect to any securities of the Issuer, including but not limited to the transfer or voting of any securities of the Issuer, CUSIP No. 635 771-10-8 SCHEDULE 13D Page 18 of 21 finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. Item 7. Material to be Filed as Exhibits Exhibit A Joint Filing Undertaking. CUSIP No. 635 771-10-8 SCHEDULE 13D Page 19 of 21 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: October 12, 1995 BK CAPITAL PARTNERS II, L.P. RICHARD C. BLUM & ASSOCIATES, BK CAPITAL PARTNERS III, L.P. INC. BK CAPITAL PARTNERS IV, L.P. BK-NEC, L.P. By /s/ Donald S. Scherer ______________________________ By Richard C. Blum & Associates, Donald S. Scherer, L.P., its General Partner Secretary By Richard C. Blum & Associates, Inc., its /s/ N. Colin Lind General Partner ________________________________ RICHARD C. BLUM By /s/ Donald S. Scherer By N. Colin Lind _______________________ Attorney-in-Fact Donald S. Scherer, Secretary RICHARD C. BLUM & ASSOCIATES, THE COMMON FUND L.P. By Richard C. Blum & Associates, By Richard C. Blum & L.P., its Investment Adviser Associates, Inc., its General Partner By Richard C. Blum & Associates, Inc., its General Partner By /s/ Donald S. Scherer _______________________ Donald S. Scherer, By /s/ Donald S. Scherer Secretary ________________________ Donald S. Scherer, Secretary CUSIP No. 635 771-10-8 SCHEDULE 13D Page 20 of 21 INDEX TO EXHIBITS Sequentially Item Description Numbered Page Exhibit A Joint Filing Undertaking 21 CUSIP No. 635 771-10-8 SCHEDULE 13D Page 21 of 21 EXHIBIT A JOINT FILING UNDERTAKING The undersigned, being duly authorized thereunto, hereby execute this agreement as an exhibit to Amendment No. 9 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: October 12, 1995 BK CAPITAL PARTNERS II, L.P. RICHARD C. BLUM & ASSOCIATES, BK CAPITAL PARTNERS III, L.P. INC. BK CAPITAL PARTNERS IV, L.P. BK-NEC, L.P. By /s/ Donald S. Scherer By Richard C. Blum & Associates, ______________________________ L.P., its General Partner Donald S. Scherer, Secretary By Richard C. Blum & Associates, Inc., its /s/ N. Colin Lind General Partner ________________________________ By /s/ Donald S. Scherer RICHARD C. BLUM _______________________ Donald S. Scherer, By N. Colin Lind Secretary Attorney-in-Fact RICHARD C. BLUM & ASSOCIATES, THE COMMON FUND L.P. By Richard C. Blum & Associates, By Richard C. Blum & L.P., its Investment Adviser Associates, Inc., its General Partner By Richard C. Blum & Associates, Inc., its General Partner By /s/ Donald S. Scherer _______________________ By /s/ Donald S. Scherer Donald S. Scherer, ________________________ Secretary Donald S. Scherer, Secretary -----END PRIVACY-ENHANCED MESSAGE-----