-----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, Gvt0eB6RZ5zovY9HQTDwy1luYEfg87Ome+wfLGyqT09e67cF5rdJm6FbDxb7tbBh cVDAxqVyx3IjtVxU0ZGnVA== 0000906344-97-000033.txt : 19970227 0000906344-97-000033.hdr.sgml : 19970227 ACCESSION NUMBER: 0000906344-97-000033 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970226 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PLAYTEX PRODUCTS INC CENTRAL INDEX KEY: 0000842699 STANDARD INDUSTRIAL CLASSIFICATION: APPAREL & OTHER FINISHED PRODS OF FABRICS & SIMILAR MATERIAL [2300] IRS NUMBER: 510312772 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-45603 FILM NUMBER: 97543406 BUSINESS ADDRESS: STREET 1: 300 NYALA FARMS ROAD CITY: WESTPORT STATE: CT ZIP: 06880 BUSINESS PHONE: 2033414000 MAIL ADDRESS: STREET 1: 300 NYALA FARMS ROAD CITY: WESTPORT STATE: CT ZIP: 06880 FORMER COMPANY: FORMER CONFORMED NAME: PLAYTEX FP GROUP INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BLUM RICHARD C & ASSOCIATES L P CENTRAL INDEX KEY: 0000938775 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 943205364 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 909 MONTGOMERY STREET # 400 CITY: SAN FRANCISCO STATE: CA ZIP: 94133 MAIL ADDRESS: STREET 1: 909 MONTGOMERY STREET STREET 2: SUITE 400 CITY: SAN FRANCISCO STATE: CA ZIP: 94133 SC 13D 1 SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. __)* PLAYTEX PRODUCTS, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 72813P-10-0 (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) February 18, 1997 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box []. Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Page 1 of 21 Exhibit Index Located on Page 20 CUSIP NO. 72813P-10-0 SCHEDULE 13D Page 2 of 21 1 Name of Reporting Person STINSON CAPITAL PARTNERS, L.P. IRS Identification No. of Above Person 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 -0- NUMBER OF 8 Shared Voting Power 2,736,500* SHARES BENEFICIALLY OWNED BY EACH 9 Sole Dispositive Power -0- REPORTING PERSON WITH 10 Shared Dispositive Power 2,736,500* 11 Aggregate Amount Beneficially Owned by Each Reporting Person 2,736,500* 12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares [ ] 13 Percent of Class Represented by Amount in Row 11 5.4%* 14 Type of Reporting Person PN * See Item 5 below. CUSIP NO. 72813P-10-0 SCHEDULE 13D Page 3 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) [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 2,736,500* SHARES BENEFICIALLY OWNED BY EACH 9 Sole Dispositive Power -0- REPORTING PERSON WITH 10 Shared Dispositive Power 2,736,500* 11 Aggregate Amount Beneficially Owned by Each Reporting Person 2,736,500* 12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares [ ] 13 Percent of Class Represented by Amount in Row 11 5.4%* 14 Type of Reporting Person PN * See Item 5 below CUSIP NO. 72813P-10-0 SCHEDULE 13D Page 4 of 21 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 2,736,500* SHARES BENEFICIALLY OWNED BY EACH 9 Sole Dispositive Power -0- REPORTING PERSON WITH 10 Shared Dispositive Power 2,736,500* 11 Aggregate Amount Beneficially Owned by Each Reporting Person 2,736,500* 12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares [ ] 13 Percent of Class Represented by Amount in Row 11 5.4%* 14 Type of Reporting Person EP * See Item 5 below. CUSIP NO. 72813P-10-0 SCHEDULE 13D Page 5 of 21 1 Name of Reporting Person UNITED BROTHERHOOD OF CARPENTERS AND JOINERS OF AMERICA LOCAL UNIONS AND COUNCILS PENSION FUND IRS Identification No. of Above Person 52-6075035 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 Washington, D.C. 7 Sole Voting Power -0- NUMBER OF 8 Shared Voting Power 2,736,500* SHARES BENEFICIALLY OWNED BY EACH 9 Sole Dispositive Power -0- REPORTING PERSON WITH 10 Shared Dispositive Power 2,736,500* 11 Aggregate Amount Beneficially Owned by Each Reporting Person 2,736,500* 12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares [ ] 13 Percent of Class Represented by Amount in Row 11 5.4%* 14 Type of Reporting Person EP * See Item 5 below. CUSIP NO. 72813P-10-0 SCHEDULE 13D Page 6 of 21 1 Name of Reporting Person INSURANCE COMPANY SUPPORTED ORGANIZATIONS PENSION PLAN IRS Identification No. of Above Person 13-6284703 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 2,736,500* SHARES BENEFICIALLY OWNED BY EACH 9 Sole Dispositive Power -0- REPORTING PERSON WITH 10 Shared Dispositive Power 2,736,500* 11 Aggregate Amount Beneficially Owned by Each Reporting Person 2,736,500* 12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares [ ] 13 Percent of Class Represented by Amount in Row 11 5.4%* 14 Type of Reporting Person EP * See Item 5 below. CUSIP NO. 72813P-10-0 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) [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 2,736,500* SHARES BENEFICIALLY OWNED BY EACH 9 Sole Dispositive Power -0- REPORTING PERSON WITH 10 Shared Dispositive Power 2,736,500* 11 Aggregate Amount Beneficially Owned by Each Reporting Person 2,736,500* 12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares [ ] 13 Percent of Class Represented by Amount in Row 11 5.4%* 14 Type of Reporting Person PN, IA * See Item 5 below. CUSIP NO. 72813P-10-0 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) [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 2,736,500* SHARES BENEFICIALLY OWNED BY EACH 9 Sole Dispositive Power -0- REPORTING PERSON WITH 10 Shared Dispositive Power 2,736,500* 11 Aggregate Amount Beneficially Owned by Each Reporting Person 2,736,500* 12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares [ ] 13 Percent of Class Represented by Amount in Row 11 5.4%* 14 Type of Reporting Person CO * See Item 5 below. CUSIP NO. 72813P-10-0 SCHEDULE 13D Page 9 of 21 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 2,736,500* SHARES BENEFICIALLY OWNED BY EACH 9 Sole Dispositive Power -0-* REPORTING PERSON WITH 10 Shared Dispositive Power 2,736,500* 11 Aggregate Amount Beneficially Owned by Each Reporting Person 2,736,500* 12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares [ ] 13 Percent of Class Represented by Amount in Row 11 5.4%* 14 Type of Reporting Person IN * See Item 5 below. CUSIP NO. 72813P-10-0 SCHEDULE 13D Page 10 of 21 Item 1. Security and Issuer This Schedule 13D relates to shares of common stock (the "Common Stock") of Playtex Products, Inc. (the "Issuer"). The principal executive office and mailing address of the Issuer is 300 Nyala Farms Road, Westport, CT 06880. 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"); The Carpenters Pension Trust for Southern California (the "Carpenters Trust"); United Brotherhood of Carpenters and Joiners of America Local Unions and Councils Pension Fund ("UBC"); Insurance Company Supported Organizations Pension Plan ("ICSOPP"); Richard C. Blum & Associates, L.P., a California limited partnership ("RCBA L.P."); Richard C. Blum & Associates, Inc., a California corporation ("RCBA Inc."); and Richard C. Blum, the Chairman and a substantial shareholder of RCBA Inc. (collectively, the "Reporting Persons"). 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, UBC 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, Suite 400 Chairman, RCBA Chairman and San Francisco, CA L.P. Director CUSIP NO. 72813P-10-0 SCHEDULE 13D Page 11 of 21 Principal Name and Citizen- Occupation Office Held Business Address ship or Employment Nils Colin Lind 909 Montgomery St. Norway Managing Managing Suite 400 Director, RCBA Director, San Francisco, CA L.P. Assistant Secretary and Director Jeffrey W. 909 Montgomery St. USA Managing Ubben Suite 400 Director of Managing San Francisco, CA Investments, Director of RCBA L.P. Investments Alexander L. 909 Montgomery St. USA Managing Dean, Jr. Suite 400 Director of Managing San Francisco, CA Investments, Director of RCBA L.P. Investments and Director George F. 909 Montgomery St. USA Managing Hamel, Jr. Suite 400 Director of Managing San Francisco, CA Marketing, Director of RCBA L.P. Marketing John H. 909 Montgomery St. USA Managing Steinhart Suite 400 Director and Managing San Francisco, CA Chief Director, Chief Administrative Administrative Officer, RCBA Officer and L.P. Secretary Marc T. 909 Montgomery St. USA Managing Scholvinck Suite 400 Director and Managing San Francisco, CA Chief Director, Chief Financial Financial Officer, RCBA Officer and L.P. Assistant Secretary Michael Kane 909 Montgomery St. USA Managing Managing Suite 400 Director of Director of San Francisco, CA Investments, Investments RCBA L.P. CUSIP NO. 72813P-10-0 SCHEDULE 13D Page 12 of 21 Principal Name and Citizen- Occupation Office Held Business Address ship or Employment Thomas L. 40 Wall Street USA Chairman, Loeb Kempner New York, NY Partners Director 10005 Corporation, Investment Banking Business 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 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 Cartes Conyers, 4719 Exposition USA President, Jr., Trustee Boulevard Richard Lane Los Angeles, CA 90016 Company Kim Fromer, 22225 Acorn Street USA President, Trustee Chatsworth, CA 91311 Fromer Inc. Richard Harris, 292 N. Wilshire Avenue USA General Trustee Anaheim, CA 92801 Manager, 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 N. 15901 Olden Street USA President, Tutor, Sylmar, CA 91342 Tutor-Saliba Co-Chairman, Corporation Trustee J.D. Butler, 412 Dawson Drive USA Executive Trustee Camarillo, CA 93010 Secretary, Gold Coast District Council of Carpenters CUSIP NO. 72813P-10-0 SCHEDULE 13D Page 13 of 21 Principal Name and Citizen- Occupation Office Held Business Address ship or Employment James K. 520 South Virgil USA Secretary- Bernsen, Avenue Treasurer, Trustee Los Angeles, CA 90020 Southern California- Nevada Regional Council of Carpenters Douglas J. 520 South Virgil USA General McCarron, Avenue President, UBC Trustee Los Angeles, CA 90020 Bill Perry, 520 South Virgil USA Retired Trustee Avenue Los Angeles, CA 90020 Buddy Self, 911 20th Street USA Financial Trustee Bakersfield, CA 93301 Secretary, Carpenters Local Union 743 UBC is a trust governed by a board of trustees. Its principal office is located at 101 Constitution Avenue, N.W., Washington, DC 20001. The name, address, citizenship and principal occupation of the executive officers and trustees are as follows: Principal Name and Citizen- Occupation Office Held Business Address ship or Employment Douglas J. 520 South Virgil USA General McCarron, Avenue President, UBC General Los Angeles, CA 90020 President and Trustee Douglas J. 101 Constitution USA First General Banes, First Avenue, N.W. Vice General Vice Washington, D.C. President, UBC President and 20001 Trustee Andres J. 101 Constitution USA Second General Silins, Second Avenue, N.W. Vice General Vice Washington, D.C. President, UBC President and 20001 Trustee CUSIP NO. 72813P-10-0 SCHEDULE 13D Page 14 of 21 Principal Name and Citizen- Occupation Office Held Business Address ship or Employment Byron G. Black 150 Cambria Road USA Business North Representative Goderich, Ontario Carpenters N7A 2R1 Local Union 2222 Kenneth H. Busch 130 Tri-County USA Secretary and Parkway, Suite 403 Business Cincinnati, OH 45246 Manager Southwest Ohio District Council of Carpenters Jim R. Green 448 Hegenberger Road USA Executive Oakland, CA 94621- Secretary 1418 Bay Counties District Council of Carpenters 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, citizenship and 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 Fred R. Marcon, Insurance Services USA President, Fiduciary Office Insurance 7 World Trade Services Center Office New York, NY 10048 CUSIP NO. 72813P-10-0 SCHEDULE 13D Page 15 of 21 Principal Name and Citizen- Occupation Office Held Business Address ship or Employment Gail P. Norstrom, 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 securities of the Issuer in the ordinary course of their business, which is an investment business. In the ordinary course of that business, the Reporting Persons may discuss from time to time with representatives of the Issuer and with selected shareholders of the Issuer ideas that the Reporting Persons believe might enhance shareholder value, including ideas that might, if effected, result in any of the following: the acquisition by persons of additional securities of the Issuer, an extraordinary corporate transaction involving the Issuer, and/or changes in the board of directors or management of the Issuer. Depending upon market conditions CUSIP NO. 72813P-10-0 SCHEDULE 13D Page 16 of 21 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 own beneficially. Other than as set forth in this statement, the Reporting Persons do not 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 that 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 50,896,068 shares of Common Stock issued and outstanding as of February 19, 1997. 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 300,800 0.6% BK IV 149,800 0.3% Carpenters Trust 1,752,300 3.4% UBC 234,500 0.5% ICSOPP 278,500 0.5% _________ ____ Total 2,715,900 5.3% ========= ==== In addition, because RCBA L.P. has voting and investment power with respect to 20,600 shares that are legally owned by The Common Fund for the account of its Equity Fund ("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 disclaims membership in a group with any of the Reporting Persons, and disclaims beneficial ownership of any shares held by the Reporting Persons. CUSIP NO. 72813P-10-0 SCHEDULE 13D Page 17 of 21 Voting and investment power with respect to 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 2,736,500 shares of the Common Stock, which is 5.4% 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. (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 02/18/97 32,500 9.6667 02/20/97 21,500 9.5625 02/21/97 17,100 9.3750 02/24/97 15,600 9.7870 BK IV None Carpenters Trust 02/18/97 17,600 9.6667 02/20/92 11,500 9.5625 02/21/97 8,700 9.3750 02/24/97 8,500 9.7870 UBC 02/18/97 13,200 9.6667 02/20/92 8,500 9.5625 02/21/97 6,000 9.3750 02/24/97 6,300 9.7870 ICSOPP 02/18/97 6,200 9.6667 02/20/92 4,000 9.5625 02/21/97 2,600 9.3750 02/24/97 2,900 9.7870 The Common Fund 02/18/97 5,500 9.6667 02/19/97 3,100 9.7500 02/20/92 4,500 9.5625 02/21/97 3,600 9.3750 02/24/97 3,900 9.7870 (d) and (e) Not applicable. CUSIP NO. 72813P-10-0 SCHEDULE 13D Page 18 of 21 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. 72813P-10-0 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: February 25, 1997 STINSON CAPITAL PARTNERS, L.P. RICHARD C. BLUM & ASSOCIATES, BK CAPITAL PARTNERS IV, L.P. L.P. By Richard C. Blum & By Richard C. Blum & Associates, L.P., its Associates, Inc., its General Partner General Partner By Richard C. Blum & Associates, Inc., its By /s/John H. Steinhart General Partner __________________________ John H. Steinhart, By /s/ John H. Steinhart Managing Director, Chief ________________________ Administrative Officer and John H. Steinhart, Secretary Managing Director, Chief Administrative Officer and Secretary RICHARD C. BLUM & ASSOCIATES, INC. THE CARPENTERS PENSION TRUST FOR SOUTHERN CALIFORNIA By /s/John H. Steinhart ___________________________ UNITED BROTHERHOOD OF John H. Steinhart, CARPENTERS AND JOINERS OF Managing Director, Chief AMERICA LOCAL UNIONS AND Administrative Officer and COUNCILS PENSION FUND Secretary INSURANCE COMPANY SUPPORTED /s/ John H. Steinhart ORGANIZATION PENSION PLAN ______________________________ RICHARD C. BLUM By Richard C. Blum & Associates, L.P., its By John H. Steinhart Investment Advisor Attorney-in-Fact By Richard C. Blum & Associates, Inc., its General Partner By /s/John H. Steinhart _______________________ John H. Steinhart, Managing Director, Chief Administrative Officer and Secretary CUSIP NO. 72813P-10-0 SCHEDULE 13D Page 20 of 21 INDEX TO EXHIBITS Sequentially Item Description Numbered Page Exhibit A Joint Filing Undertaking 21 CUSIP NO. 72813P-10-0 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 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 Amendment jointly on behalf of each of such parties. DATED: February 25, 1997 STINSON CAPITAL PARTNERS, L.P. RICHARD C. BLUM & ASSOCIATES, BK CAPITAL PARTNERS IV, L.P. L.P. By Richard C. Blum & By Richard C. Blum & Associates, L.P., its Associates, Inc., its General Partner General Partner By Richard C. Blum & By /s/John H. Steinhart Associates, Inc., its __________________________ General Partner John H. Steinhart, Managing Director, Chief By /s/John H. Steinhart Administrative Officer and _______________________ Secretary John H. Steinhart, Managing Director, Chief Administrative RICHARD C. BLUM & ASSOCIATES, Officer and Secretary INC. THE CARPENTERS PENSION TRUST By /s/John H. Steinhart FOR SOUTHERN CALIFORNIA ___________________________ UNITED BROTHERHOOD OF John H. Steinhart, CARPENTERS AND JOINERS OF Managing Director, Chief AMERICA LOCAL UNIONS AND Administrative Officer and COUNCILS PENSION FUND Secretary INSURANCE COMPANY SUPPORTED ORGANIZATION PENSION PLAN /s/ John H. Steinhart ______________________________ By Richard C. Blum & RICHARD C. BLUM Associates, L.P., its Investment Adviser By John H. Steinhart Attorney-in-Fact By Richard C. Blum & Associates, Inc., its General Partner By /s/John H. Steinhart _______________________ John H. Steinhart, Managing Director, Chief Administrative Officer and Secretary -----END PRIVACY-ENHANCED MESSAGE-----