-----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, WZsV+pUgKnh8BWtD6NJMi0kwftuNQvNPlm940SzgJ/BMIXhGxni5NOCO6okebyu4 TcunkkvuCwzW6Qzv+X6RaA== 0000906344-96-000030.txt : 19960705 0000906344-96-000030.hdr.sgml : 19960705 ACCESSION NUMBER: 0000906344-96-000030 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960703 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: OSHKOSH B GOSH INC CENTRAL INDEX KEY: 0000075042 STANDARD INDUSTRIAL CLASSIFICATION: APPAREL & OTHER FINISHED PRODS OF FABRICS & SIMILAR MATERIAL [2300] IRS NUMBER: 390519915 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-33438 FILM NUMBER: 96590427 BUSINESS ADDRESS: STREET 1: 112 OTTER AVE STREET 2: P O BOX 300 CITY: OSHKOSH STATE: WI ZIP: 54901 BUSINESS PHONE: 4142318800 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HOWARD RICE NEMEROVSKI CANADY ROBERTSON & FALK CENTRAL INDEX KEY: 0000906344 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 3 EMBARCADERO CTR 7TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94111-4065 BUSINESS PHONE: 4154341600 SC 13D 1 SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 OSHKOSH B'GOSH, INC. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 688222-20-7 (CUSIP Number) Donald S. Scherer Howard, Rice, Nemerovski, Canady, Falk & Rabkin, A Professional Corporation Three Embarcadero Center, Suite 700 San Francisco, CA 94111 (415) 434-1600 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 26, 1996 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with this statement [x]. (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 CUSIP NO. 688222-20-7 SCHEDULE 13D Page 2 of 19 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 19 Exhibit Index Located on Page 18 CUSIP NO. 688222-20-7 SCHEDULE 13D Page 3 of 19 1 Name of Reporting Person STINSON CAPITAL PARTNERS, L.P. IRS Identification No. of Above Person 94-3432358 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 -0- NUMBER OF 8 Shared Voting Power 824,700* SHARES BENEFICIALLY OWNED BY EACH 9 Sole Dispositive Power -0- REPORTING PERSON WITH 10 Shared Dispositive Power 824,700* 11 Aggregate Amount Beneficially Owned by Each Reporting Person 824,700* 12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares [ ] 13 Percent of Class Represented by Amount in Row 11 7.4%* 14 Type of Reporting Person PN * See Item 5 below. CUSIP NO. 688222-20-7 SCHEDULE 13D Page 4 of 19 1 Name of Reporting Person BK CAPITAL PARTNERS IV, L.P. IRS Identification No. of Above Person 94-3139027 2 Check the Appropriate Box if a Member of a Group (a) [x] (b) [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 -0- NUMBER OF 8 Shared Voting Power 824,700* SHARES BENEFICIALLY OWNED BY EACH 9 Sole Dispositive Power -0- REPORTING PERSON WITH 10 Shared Dispositive Power 824,700* 11 Aggregate Amount Beneficially Owned by Each Reporting Person 824,700* 12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares [ ] 13 Percent of Class Represented by Amount in Row 11 7.4%* 14 Type of Reporting Person PN * See Item 5 below CUSIP NO. 688222-20-7 SCHEDULE 13D Page 5 of 19 1 Name of Reporting Person THE CARPENTERS PENSION TRUST FOR SOUTHERN CALIFORNIA IRS Identification No. of Above Person 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 -0- NUMBER OF 8 Shared Voting Power 824,700* SHARES BENEFICIALLY OWNED BY EACH 9 Sole Dispositive Power -0- REPORTING PERSON WITH 10 Shared Dispositive Power 824,700* 11 Aggregate Amount Beneficially Owned by Each Reporting Person 824,700* 12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares [ ] 13 Percent of Class Represented by Amount in Row 11 7.4%* 14 Type of Reporting Person EP * See Item 5 below. CUSIP NO. 688222-20-7 SCHEDULE 13D Page 6 of 19 1 Name of Reporting Person INSURANCE COMPANY SUPPORTED ORGANIZATIONS PENSION PLAN IRS Identification No. of Above Person 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 -0- NUMBER OF 8 Shared Voting Power 824,700* SHARES BENEFICIALLY OWNED BY EACH 9 Sole Dispositive Power -0- REPORTING PERSON WITH 10 Shared Dispositive Power 824,700* 11 Aggregate Amount Beneficially Owned by Each Reporting Person 824,700* 12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares [ ] 13 Percent of Class Represented by Amount in Row 11 7.4%* 14 Type of Reporting Person EP * See Item 5 below. CUSIP NO. 688222-20-7 SCHEDULE 13D Page 7 of 19 1 Name of Reporting Person RICHARD C. BLUM & ASSOCIATES, L.P. IRS Identification No. of Above Person 94-3205364 2 Check the Appropriate Box if a Member of a Group (a) [x] (b) [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 -0- NUMBER OF 8 Shared Voting Power 824,700* SHARES BENEFICIALLY OWNED BY EACH 9 Sole Dispositive Power -0- REPORTING PERSON WITH 10 Shared Dispositive Power 824,700* 11 Aggregate Amount Beneficially Owned by Each Reporting Person 824,700* 12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares [ ] 13 Percent of Class Represented by Amount in Row 11 7.4%* 14 Type of Reporting Person PN, IA * See Item 5 below. CUSIP NO. 688222-20-7 SCHEDULE 13D Page 8 of 19 1 Name of Reporting Person RICHARD C. BLUM & ASSOCIATES, INC. IRS Identification No. of Above Person 94-2967812 2 Check the Appropriate Box if a Member of a Group (a) [x] (b) [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 -0- NUMBER OF 8 Shared Voting Power 824,700* SHARES BENEFICIALLY OWNED BY EACH 9 Sole Dispositive Power -0- REPORTING PERSON WITH 10 Shared Dispositive Power 824,700* 11 Aggregate Amount Beneficially Owned by Each Reporting Person 824,700* 12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares [ ] 13 Percent of Class Represented by Amount in Row 11 7.4%* 14 Type of Reporting Person CO * See Item 5 below. CUSIP NO. 688222-20-7 SCHEDULE 13D Page 9 of 19 1 Name of Reporting Person RICHARD C. BLUM S.S. No. of Above Person ###-##-#### 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 -0-* NUMBER OF 8 Shared Voting Power 824,700* SHARES BENEFICIALLY OWNED BY EACH 9 Sole Dispositive Power -0-* REPORTING PERSON WITH 10 Shared Dispositive Power 824,700* 11 Aggregate Amount Beneficially Owned by Each Reporting Person 824,700* 12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares [ ] 13 Percent of Class Represented by Amount in Row 11 7.4%* 14 Type of Reporting Person IN * See Item 5 below. CUSIP NO. 688222-20-7 SCHEDULE 13D Page 10 of 19 Item 1. Security and Issuer This Schedule 13D relates to shares of Class A Common Stock (the "Common Stock") of OshKosh B'Gosh, Inc., a Delaware corporation (the "Issuer"). The principal executive office and mailing address of the Issuer is 112 Otter Avenue, Oshkosh, Wisconsin 54901. Item 2. Identity and Background This Schedule 13D is filed on behalf of Stinson Capital Partners L.P., a California limited partnership ("Stinson"); BK Capital Partners IV, L.P., a California limited partnership ("BK IV"); Insurance Company Supported Organizations Pension Plan ("ICSOPP"); The Carpenters Pension Trust for Southern California (the "Carpenters Trust"); Richard C. Blum & Associates, L.P., a California limited partnership ("RCBA L.P."); Richard C. Blum & Associates, Inc., a California corporation ("RCBA Inc."); and Richard C. Blum, the Chairman and a substantial shareholder of RCBA Inc. 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. RCBA L.P. is the sole general partner of Stinson and BK IV and an investment adviser to The Carpenters Trust and ICSOPP. 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: Principal Name and Citizen- Occupation Office Held Business Address ship or Employment Richard C. Blum 909 Montgomery St. USA President and President, Chairman Suite 400 Chairman, RCBA and Director San Francisco, CA L.P. Nils Colin Lind 909 Montgomery St. Norway Managing Managing Director Suite 400 Director, RCBA and Director San Francisco, CA L.P. CUSIP NO. 688222-20-7 SCHEDULE 13D Page 11 of 19 Principal Name and Citizen- Occupation Office Held Business Address ship or Employment Jeffrey W. Ubben 909 Montgomery St. USA Managing Managing Director of Suite 400 Director of Investments San Francisco, CA Investments, RCBA L.P. Alexander L. Dean 909 Montgomery St. USA Managing Managing Director of Suite 400 Director of Investments and San Francisco, CA Investments, Director RCBA L.P. George F. Hamel, Jr. 909 Montgomery St. USA Managing Managing Director of Suite 400 Director of Marketing San Francisco, CA Marketing, RCBA L.P. John H. Steinhart 909 Montgomery St. USA Managing Managing Director Suite 400 Director and and Chief San Francisco, CA Chief Administrative Administrative Officer Officer, RCBA L.P. Marc T. Scholvinck 909 Montgomery St. USA Managing Managing Director Suite 400 Director and and Chief Financial San Francisco, CA Chief Officer Financial Officer, RCBA L.P. Peter E. Rosenberg 909 Montgomery St. USA Managing Managing Director of Suite 400 Director of Development and San Francisco, CA Development, Director RCBA L.P. Michael Kane 909 Montgomery St. USA Managing Managing Director of Suite 400 Director of Investments San Francisco, CA Investments, RCBA L.P. Thomas L. Kempner 40 Wall Street USA Chairman, Loeb Director New York, NY 10005 Partners Corporation, Investment Banking Business Donald S. Scherer 3 Embarcadero USA Howard, Rice, Secretary Center et al. (law Suite 700 firm) San Francisco, CA 94111 CUSIP NO. 688222-20-7 SCHEDULE 13D Page 12 of 19 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 occupation are as follows: Principal Name and Citizen- Occupation Office Held Business Address ship or Employment Kim Frommer, 22225 Acorn Street USA President, Trustee Chatsworth, CA 91311 Frommer Inc. Curtis Conyers, 4719 Exposition Blvd. USA President, Jr., Trustee Los Angeles, CA 90016 Richard Lane Company Richard Harris, 1717 West Lincoln Ave. USA General Trustee Anaheim, CA 92801 Manager, Wesseln Construction Co., Inc. Ralph Larison, 1925 Water Street USA President, Trustee Long Beach, CA 90802 Connoly- 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, Sylmar, CA 91342 Tutor-Saliba Trustee Corporation J.D. Butler, 412 Dawson Drive USA Treasurer, Trustee Camarillo, CA 93010 Gold Coast District Council of Carpenters Douglas J. 520 South Virgil Ave. USA Secretary- McCarron, Los Angeles, CA 90020 Treasurer, Chairman, Trustee Southern California District Council of Carpenters CUSIP NO. 688222-20-7 SCHEDULE 13D Page 13 of 19 Principal Name and Citizen- Occupation Office Held Business Address ship or Employment Bill Perry, 520 South Virgil Ave. USA Administrative Trustee Los Angeles, CA 90020 Assistant, Southern California District Council of Carpenters Buddy Self, 911 20th Street USA Financial Trustee Bakersfield, CA 91301 Secretary, Carpenters Local Union 743 Steve Graves, 520 South Virgil Avenue USA Representative Trustee Los Angeles, CA 90020 , Southern California District Council of Carpenters Fred Taylor, 341 Wardlow Road USA Financial Trustee Long Beach, CA 90807 Secretary, Carpenters Local Union 630 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: Principal Name and Citizen- Occupation Office Held Business Address ship or Employment Robert E. Vagley, American Insurance USA President, Fiduciary Association American 1130 Connecticut Insurance Avenue, N.W. Association Washington, DC 20036 CUSIP NO. 688222-20-7 SCHEDULE 13D Page 14 of 19 Principal Name and Citizen- Occupation Office Held Business Address ship or Employment Fred R. Marcon, Insurance Services USA President, Fiduciary Office Insurance 7 World Trade Services Center Office New York, NY 10048 Gail P. Norton, Industrial Risk USA President & Fiduciary Insurers CEO, 85 Woodland Street Industrial Hartford, Risk Insurers Connecticut 06102 A. James Brodsky, Insurance Company USA Director, Director Supported Insurance Organizations Company Pension Plan and Supported Trust Organizations 1130 Connecticut Pension Plan Avenue, N.W. and Trust Washington, DC 20036 * * * 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 purchases of securities was the working capital of the Reporting Persons. Item 4. Purpose of Transaction. The Reporting Persons acquired the Common Stock 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, CUSIP NO. 688222-20-7 SCHEDULE 13D Page 15 of 19 dispose of some or all of the securities of the Issuer that they beneficially own. 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, or any agreement regarding such matters, although they may in the future take actions that would have such consequences. Item 5. Interest in Securities of the Issuer (a), (b) According to the Issuer, there were 11,189,387 shares of Common Stock issued and outstanding on May 31, 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 Stinson 92,100 0.8% BK IV 41,200 0.4% Carpenters Trust 530,000 4.7% ICSOPP 161,400 1.4% _______ ____ Total 824,700 7.4% ======= ==== Voting and investment power concerning the above shares are held solely by RCBA L.P. The Reporting Persons therefore may be deemed to be members in a group, in which case each Reporting Person would be deemed to have beneficial ownership of an aggregate of 819,700 shares of the Common Stock, which is 7.3% of the outstanding Common Stock. As the sole general partner of RCBA 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 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. CUSIP NO. 688222-20-7 SCHEDULE 13D Page 16 of 19 (c) During the last 60 days, the Reporting Persons purchased the following shares of Common Stock on the open market: Name Trade Date Shares Price/Share Stinson 06-26-96 4,000 17.50 06-26-96 46,300 18.13 06-28-96 2,400 18.13 07-01-96 1,400 18.13 Carpenters Trust 06-26-96 8,300 17.50 06-26-96 95,000 18.13 06-28-96 4,800 18.13 07-01-96 1,900 18.13 ICSOPP 06-26-96 7,700 17.50 06-26-96 90,400 18.13 06-28-96 4,800 18.13 07-01-96 1,700 18.13 (d) and (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 Joint Filing Undertaking. CUSIP NO. 688222-20-7 SCHEDULE 13D Page 17 of 19 Signatures After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. DATED: July 2, 1996 STINSON CAPITAL PARTNERS, L.P. RICHARD C. BLUM & ASSOCIATES, BK CAPITAL PARTNERS IV, L.P. L.P. By Richard C. Blum & Associates, L.P., its General Partner By Richard C. Blum & Associates, Inc., its By Richard C. Blum & General Partner Associates, Inc., its General Partner By /s/ Donald S. Scherer _______________________ Donald S. Scherer, By /s/ Donald S. Scherer Secretary _______________________ Donald S. Scherer, Secretary RICHARD C. BLUM & ASSOCIATES, INC. THE CARPENTERS PENSION TRUST FOR SOUTHERN CALIFORNIA By /s/ Donald S. Scherer _____________________________ INSURANCE COMPANY SUPPORTED Donald S. Scherer, ORGANIZATION PENSION PLAN Secretary By Richard C. Blum & Associates, L.P., its Investment Adviser /s/ John H. Steinhart ________________________________ By Richard C. Blum & RICHARD C. BLUM Associates, Inc., its General Partner By John H. Steinhart Attorney-in-Fact By /s/ Donald S. Scherer _______________________ Donald S. Scherer, Secretary CUSIP NO. 688222-20-7 SCHEDULE 13D Page 18 of 19 INDEX TO EXHIBITS Sequentially Item Description Numbered Page Exhibit A Joint Filing Undertaking 19 CUSIP NO. 688222-20-7 SCHEDULE 13D Page 19 of 19 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-names parties, in accordance with rules promulgated pursuant to the Securities Exchange Act of 1934, to file this Schedule jointly on behalf of each of such parties. DATED: July 2, 1996 STINSON CAPITAL PARTNERS, L.P. RICHARD C. BLUM & ASSOCIATES, BK CAPITAL PARTNERS IV, L.P. L.P. By Richard C. Blum & Associates, L.P., its General Partner By Richard C. Blum & Associates, Inc., its By Richard C. Blum & General Partner Associates, Inc., its General Partner By /s/ Donald S. Scherer ________________________ Donald S. Scherer, By /s/ Donald S. Scherer Secretary ________________________ Donald S. Scherer, Secretary RICHARD C. BLUM & ASSOCIATES, INC. THE CARPENTERS PENSION TRUST FOR SOUTHERN CALIFORNIA By /s/ Donald S. Scherer _____________________________ INSURANCE COMPANY SUPPORTED Donald S. Scherer, ORGANIZATION PENSION PLAN Secretary By Richard C. Blum & Associates, L.P., its Investment Adviser /s/ John H. Steinhart ________________________________ By Richard C. Blum & RICHARD C. BLUM Associates, Inc., its General Partner By John H. Steinhart Attorney-in-Fact By /s/ Donald S. Scherer ________________________ Donald S. Scherer, Secretary -----END PRIVACY-ENHANCED MESSAGE-----