-----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, IpCOKf/QNvhBPgW22lFLLGYNCCGGzKLwVJ2H6aFAI4lCMwIstlWgEx3N8A7PdqOX ODwJIsOIVE9kO1ly8kaFtA== 0000906344-96-000050.txt : 19961031 0000906344-96-000050.hdr.sgml : 19961031 ACCESSION NUMBER: 0000906344-96-000050 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19961030 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: KINETIC CONCEPTS INC /TX/ CENTRAL INDEX KEY: 0000831967 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS FURNITURE & FIXTURES [2590] IRS NUMBER: 741891727 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-39973 FILM NUMBER: 96649794 BUSINESS ADDRESS: STREET 1: 8023 VANTAGE DR CITY: SAN ANTONIO STATE: TX ZIP: 78230 BUSINESS PHONE: 2103083993 MAIL ADDRESS: STREET 1: P. 0. B0X 659508 CITY: SAN ANTONIO STATE: TX ZIP: 78230 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: 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. 2 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* KINETIC CONCEPTS INC. (Name of Issuer) Common Stock (Title of Class of Securities) 49460W-01-0 (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) October 18, 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 []. 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 28 Exhibit Index Located on Page 26 CUSIP NO. 49460W-01-0 SCHEDULE 13D Page 2 of 28 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 SHARES 8 Shared Voting Power 3,480,100* BENEFICIALLY OWNED BY EACH REPORTING 9 Sole Dispositive Power -0- PERSON WITH 10 Shared Dispositive Power 3,480,100* 11 Aggregate Amount Beneficially Owned by Each Reporting Person 3,480,100* 12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares [ ] 13 Percent of Class Represented by Amount in Row 11 7.9%* 14 Type of Reporting Person PN * See Item 5 below. CUSIP NO. 49460W-01-0 SCHEDULE 13D Page 3 of 28 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 SHARES 8 Shared Voting Power 3,480,100* BENEFICIALLY OWNED BY EACH REPORTING 9 Sole Dispositive Power -0- PERSON WITH 10 Shared Dispositive Power 3,480,100* 11 Aggregate Amount Beneficially Owned by Each Reporting Person 3,480,100* 12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares [ ] 13 Percent of Class Represented by Amount in Row 11 7.9%* 14 Type of Reporting Person PN * See Item 5 below CUSIP NO. 49460W-01-0 SCHEDULE 13D Page 4 of 28 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 SHARES 8 Shared Voting Power 3,480,100* BENEFICIALLY OWNED BY EACH REPORTING 9 Sole Dispositive Power -0- PERSON WITH 10 Shared Dispositive Power 3,480,100* 11 Aggregate Amount Beneficially Owned by Each Reporting Person 3,480,100* 12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares [ ] 13 Percent of Class Represented by Amount in Row 11 7.9%* 14 Type of Reporting Person EP * See Item 5 below. CUSIP NO. 49460W-01-0 SCHEDULE 13D Page 5 of 28 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 3,480,100* SHARES BENEFICIALLY OWNED BY EACH 9 Sole Dispositive Power -0- REPORTING PERSON WITH 10 Shared Dispositive Power 3,480,100* 11 Aggregate Amount Beneficially Owned by Each Reporting Person 3,480,100* 12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares [ ] 13 Percent of Class Represented by Amount in Row 11 7.9%* 14 Type of Reporting Person EP * See Item 5 below. CUSIP NO. 49460W-01-0 SCHEDULE 13D Page 6 of 28 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 3,480,100* SHARES BENEFICIALLY OWNED BY EACH 9 Sole Dispositive Power -0- REPORTING PERSON WITH 10 Shared Dispositive Power 3,480,100* 11 Aggregate Amount Beneficially Owned by Each Reporting Person 3,480,100* 12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares [ ] 13 Percent of Class Represented by Amount in Row 11 7.9%* 14 Type of Reporting Person EP * See Item 5 below. CUSIP NO. 49460W-01-0 SCHEDULE 13D Page 7 of 28 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 SHARES 8 Shared Voting Power 3,480,100* BENEFICIALLY OWNED BY EACH REPORTING 9 Sole Dispositive Power -0- PERSON WITH 10 Shared Dispositive Power 3,480,100* 11 Aggregate Amount Beneficially Owned by Each Reporting Person 3,480,100* 12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares [ ] 13 Percent of Class Represented by Amount in Row 11 7.9%* 14 Type of Reporting Person PN, IA * See Item 5 below. CUSIP NO. 49460W-01-0 SCHEDULE 13D Page 8 of 28 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 SHARES 8 Shared Voting Power 3,480,100* BENEFICIALLY OWNED BY EACH REPORTING 9 Sole Dispositive Power -0- PERSON WITH 10 Shared Dispositive Power 3,480,100* 11 Aggregate Amount Beneficially Owned by Each Reporting Person 3,480,100* 12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares [ ] 13 Percent of Class Represented by Amount in Row 11 7.9%* 14 Type of Reporting Person CO * See Item 5 below. CUSIP NO. 49460W-01-0 SCHEDULE 13D Page 9 of 28 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 SHARES 8 Shared Voting Power 3,480,100* BENEFICIALLY OWNED BY EACH REPORTING 9 Sole Dispositive Power -0-* PERSON WITH 10 Shared Dispositive Power 3,480,100* 11 Aggregate Amount Beneficially Owned by Each Reporting Person 3,480,100* 12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares [ ] 13 Percent of Class Represented by Amount in Row 11 7.9%* 14 Type of Reporting Person IN * See Item 5 below. CUSIP NO. 49460W-01-0 SCHEDULE 13D Page 10 of 28 1 Name of Reporting Person PRISM PARTNERS I, L.P. IRS Identification No. of Above Person 94-3172939 2 Check the Appropriate Box if a Member of a Group (a) [x] (b) [x] 3 SEC USE ONLY 4 Source of Funds WC 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization California 7 Sole Voting Power -0- NUMBER OF SHARES 8 Shared Voting Power 3,480,100* BENEFICIALLY OWNED BY EACH REPORTING 9 Sole Dispositive Power -0- PERSON WITH 10 Shared Dispositive Power 3,480,100* 11 Aggregate Amount Beneficially Owned by Each Reporting Person 3,480,100* 12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares [ ] 13 Percent of Class Represented by Amount in Row 11 7.9%* 14 Type of Reporting Person PN * See Item 5 below CUSIP NO. 49460W-01-0 SCHEDULE 13D Page 11 of 28 1 Name of Reporting Person WEINTRAUB CAPITAL MANAGEMENT IRS Identification No. of Above Person 94-3151493 2 Check the Appropriate Box if a Member of a Group (a) [x] (b) [x] 3 SEC USE ONLY 4 Source of Funds Not Applicable 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization California 7 Sole Voting Power -0- NUMBER OF SHARES 8 Shared Voting Power 3,480,100* BENEFICIALLY OWNED BY EACH REPORTING 9 Sole Dispositive Power -0- PERSON WITH 10 Shared Dispositive Power 3,480,100* 11 Aggregate Amount Beneficially Owned by Each Reporting Person 3,480,100* 12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares [ ] 13 Percent of Class Represented by Amount in Row 11 7.9%* 14 Type of Reporting Person PN, IA * See Item 5 below CUSIP NO. 49460W-01-0 SCHEDULE 13D Page 12 of 28 1 Name of Reporting Person JERALD M. WEINTRAUB IRS Identification 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 SHARES 8 Shared Voting Power 3,480,100* BENEFICIALLY OWNED BY EACH REPORTING 9 Sole Dispositive Power -0- PERSON WITH 10 Shared Dispositive Power 3,480,100* 11 Aggregate Amount Beneficially Owned by Each Reporting Person 3,480,100* 12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares [ ] 13 Percent of Class Represented by Amount in Row 11 7.9%* 14 Type of Reporting Person IN * See Item 5 below CUSIP NO. 49460W-01-0 SCHEDULE 13D Page 13 of 28 Item 1. Security and Issuer This Amendment No. 2 to Schedule 13D relates to shares of common stock (the "Common Stock") of Kinetic Concepts Inc. (the "Issuer"). The principal executive office and mailing address of the Issuer is 8023 Vantage Drive, San Antonio, Texas 78230. This Amendment to Schedule 13D is being filed because of certain purchases of Common Stock described below. 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."); Richard C. Blum, the Chairman and a substantial shareholder of RCBA Inc.; Prism Partners I, L.P., a California limited partnership ("Prism"); Weintraub Capital Management, a California general partnership ("WCM"); and Jerald M. Weintraub, the managing general partner of WCM. Stinson, BK IV, the Carpenters Trust, UBC, ICSOPP, RCBA L.P., RCBA Inc., and Richard C. Blum are referred to herein as the "Blum Reporting Persons." Prism, WCM, and Jerald M. Weintraub are referred to herein as the "Weintraub Reporting Persons." Blum Reporting Persons Stinson and BK IV are each a California limited partnership whose principal business is investing in securities, and whose principal office is located at 909 Montgomery Street, Suite 400, San Francisco, California 94133. 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: CUSIP NO. 49460W-01-0 SCHEDULE 13D Page 14 of 28 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, Chairman and San Francisco, CA RCBA L.P. Director Nils Colin Lind 909 Montgomery St. Norway Managing Managing Suite 400 Director, Director, San Francisco, CA RCBA L.P. Assistant Secretary and Director Jeffrey W. Ubben 909 Montgomery St. USA Managing Managing Director Suite 400 Director of of Investments San Francisco, CA Investments, RCBA L.P. Alexander L. 909 Montgomery St. USA Managing Dean, Jr. Suite 400 Director of Managing Director San Francisco, CA Investments, of Investments RCBA L.P. and Director George F. Hamel, 909 Montgomery St. USA Managing Jr. Suite 400 Director of Managing Director San Francisco, CA Marketing, of Marketing RCBA L.P. John H. Steinhart 909 Montgomery St. USA Managing Managing Suite 400 Director and Director, Chief San Francisco, CA Chief Administrative Administrativ Officer and e Officer, Secretary RCBA L.P. Marc T. 909 Montgomery St. USA Managing Scholvinck Suite 400 Director and Managing San Francisco, CA Chief Director, Chief Financial Financial Officer Officer, RCBA and Assistant L.P. Secretary Peter E. 909 Montgomery St. USA Managing Rosenberg Suite 400 Director of Managing Director San Francisco, CA Development, of Marketing and RCBA L.P. Director CUSIP NO. 49460W-01-0 SCHEDULE 13D Page 15 of 28 Principal Name and Citizen- Occupation Office Held Business Address ship or Employment Michael Kane 909 Montgomery St. USA Managing Managing Director Suite 400 Director of of Investments San Francisco, CA Investments, RCBA L.P. Thomas L. Kempner 40 Wall Street USA Chairman, Director New York, NY Loeb Partners 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 Curtis Conyers, 4719 Exposition USA President, Jr., Trustee Boulevard Richard Lane Los Angeles, CA Company 90016 Kim Frommer, 22225 Acorn Street USA President, Trustee Chatsworth, CA 91311 Frommer Inc. Richard Harris, 1717 West Lincoln USA General Trustee Avenue Manager, Anaheim, CA 92801 Wessain Construction Co., Inc. Ralph Larlson, 1925 Water Street USA President, Trustee Long Beach, CA 90802 Connolly- Pacific Co. Bert Lewitt, 2901 28th Street USA President, Trustee Santa Monica, CA Morley 90405 Construction Co. Ronald N. Tutor, 15901 Olden Street USA President, Co-Chairman, Sylmar, CA 91342 Tutor-Saliba Trustee Corporation CUSIP NO. 49460W-01-0 SCHEDULE 13D Page 16 of 28 Principal Name and Citizen- Occupation Office Held Business Address ship or Employment J.D. Butler, 412 Dawson Drive USA Executive Trustee Camarillo, CA 93010 Secretary, Gold Coast District Council of Carpenters James K. Bernsen, 520 South Virgil USA Secretary- Trustee Avenue Treasurer, Los Angeles, CA Southern 90020 California- Nevada Regional Council of Carpenters Douglas J. 520 South Virgil USA General McCarron, Trustee Avenue President, UBC Los Angeles, CA 90020 Bill Perry, 520 South Virgil USA Administrative Trustee Avenue Assistant, Los Angeles, CA Southern 90020 California District Council of Carpenters Buddy Self, 911 20th Street USA Financial Trustee Bakersfield, CA Secretary, 93301 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. McCarron, 520 South Virgil USA General General President Avenue President, UBC and Trustee Los Angeles, CA 90020 CUSIP NO. 49460W-01-0 SCHEDULE 13D Page 17 of 28 Principal Name and Citizen- Occupation Office Held Business Address ship or Employment Douglas J. Banes, 101 Constitution USA First General First General Vice Avenue, N.W. Vice President, President and Washington, D.C. UBC Trustee 20001 Andres J. Silins, 101 Constitution USA Second General Second General Vice Avenue, N.W. Vice President, President and Washington, D.C. UBC Trustee 20001 James T. Patterson, 101 Constitution USA Secretary- Secretary-Treasure Avenue, N.W. Treasurer, UBC and Trustee Washington, D.C. 20001 Byron G. Black 150 Cambria Road USA Business North Representative Goderich, Carpenters Local Ontario N7A 2R1 Union 2222 Kenneth H. Busch 130 Tri-County USA Secretary and Parkway, Business Manager Suite 403 Southwest Ohio Cincinnati, OH District Council 45246 of Carpenters Jim R. Green 448 Hegenberger USA Executive Road Secretary Oakland, CA Bay Counties 94621-1418 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 CUSIP NO. 49460W-01-0 SCHEDULE 13D Page 18 of 28 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 Center Services New York, NY 10048 Office Gail P. Norton, Industrial Risk USA President & Fiduciary Insurers CEO, 85 Woodland Street Industrial Hartford, Connecticut Risk Insurers 06102 A. James Brodsky, Insurance Company USA Director, Director Supported Insurance Organizations Pension Company Plan and Trust Supported 1130 Connecticut Organizations Avenue, N.W. Pension Plan Washington, DC 20036 and Trust Weintraub Reporting Persons Prism is a California limited partnership whose principal business is investing in securities, and whose principal office is located at 909 Montgomery Street, Suite 406, San Francisco, California 94133. WCM is the sole general partner of Prism. WCM is a California general partnership whose principal business is acting as general partner for investment partnerships and providing investment advisory and financial consulting services. WCM is a registered investment adviser with the Securities and Exchange Commission and with the State of California. The general partners of WCM are Jerald M. Weintraub and Melody R. Howe Weintraub. The addresses, citizenship and principal occupations of the general partners of WCM are as follows: Principal Name and Citizen- Occupation Office Held Business Address ship or Employment Jerald M. Weintraub 909 Montgomery St. USA Managing Managing General Suite 406 General Partner San Francisco, CA Partner, 94133 Weintraub Capital Management CUSIP NO. 49460W-01-0 SCHEDULE 13D Page 19 of 28 Melody R. Howe 909 Montgomery St. USA Political Weintraub Suite 406 Consultant General Partner San Francisco, CA 94133 * * * To the best knowledge of the Reporting Persons, none of the entities or persons identified in this Item 2 has, during the past five years, been convicted of any criminal proceeding (excluding traffic violations or similar misdemeanors), nor been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration The source of funds for the purchases of securities was the working capital of the Blum Reporting Persons and the Weintraub Reporting Persons. Item 4. Purpose of Transaction. The Blum Reporting Persons and the Weintraub Reporting Persons each acquired the Common Stock for investment purposes. Depending upon market conditions and other factors, 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. Other than as set forth in this statement, neither the Blum Reporting Persons nor the Weintraub Reporting Persons have any present plans or proposals that relate to or would result in any of the consequences listed in paragraphs (a)-(j) of Item 4 of Schedule 13D, or any agreement regarding such matters, although they may in the future take actions 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 44,018,942 shares of Common Stock issued and outstanding as of October 21, 1996. Based on such information, after taking into account the transactions described in Item 5(c) below, the following CUSIP NO. 49460W-01-0 SCHEDULE 13D Page 20 of 28 Reporting Persons report the following direct holdings and corresponding percentage interests in the Common Stock: Shares of Common Percentage Name Stock Owned Owned Stinson 375,200 0.9% BK IV 151,000 0.3% Carpenters Trust 1,845,800 4.2% UBC 240,100 0.5% ICSOPP 307,700 0.7% Prism 200,000 0.5% _________ ____ Total 3,119,800 7.1% ========= ==== In addition, because RCBA L.P. has voting and investment power with respect to 360,300 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. Voting and investment power with respect to the above shares held by Stinson, BK IV, Carpenters Trust, UBC, ICSOPP and The Common Fund are held solely by RCBA L.P. The Blum Reporting Persons therefore may be deemed to be members in a group, in which case each Blum Reporting Person would be deemed to have beneficial ownership of an aggregate of 3,280,100 shares of the Common Stock, which is 7.5% 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. 49460W-01-0 SCHEDULE 13D Page 21 of 28 Voting and investment power with respect to the above shares held by Prism are held solely by WCM. The Weintraub Reporting Persons therefore may be deemed to be members in a group, in which case each Weintraub Reporting Person would be deemed to have beneficial ownership of an aggregate of 200,000 shares of the Common Stock, which is 0.5% of the outstanding Common Stock. As the managing general partner of WCM, Jerald M. Weintraub might be deemed to be the beneficial owner of the securities beneficially owned by WCM. Although Jerald M. Weintraub is joining in this Schedule as a Weintraub Reporting Person, the filing of this Schedule shall not be construed as an admission that he is, for any purpose, the beneficial owner of any of the securities that are beneficiary owned by WCM. Certain of the shares of Common Stock owned by the Reporting Persons were acquired in block trades by the Blum Reporting Persons and the Weintraub Reporting Persons. These shares were then divided among the Reporting Persons. Because of the block trades, the Blum Reporting Persons and the Weintraub Reporting Persons may be deemed to have constituted a group for purposes of acquiring certain shares of the Common Stock. Thus, the Reporting Persons have reported their holdings in aggregate on Lines 8, 10, 11, and 13 of Schedule 13D, i.e., 3,480,100 shares of Common Stock, which is 7.9% of the outstanding Common Stock. Although each of the Reporting Persons identified might be deemed to be part of a group by virtue of the acquisition of the shares specified in the first sentence of this paragraph, they all, except as disclosed herein, disclaim acting as a group and disclaim "beneficial ownership" in the shares of each of such persons (other than himself, herself, or itself). No Blum Reporting Person has the right or power to, and does not exercise any control over, the management or policies of any Weintraub Reporting Person or exercise investment discretion over any account managed by any Weintraub Reporting Person. Conversely, no Weintraub Reporting Person has the right or power to, and does not exercise any control over, the management or policies of any Blum Reporting Person or exercise investment discretion over any account managed by any Blum Reporting Person. (c) During the last 60 days, the Reporting Persons purchased the following shares of Common Stock on the open market: CUSIP NO. 49460W-01-0 SCHEDULE 13D Page 22 of 28 Name Trade Date Shares Price/Share Stinson 08/07/96 300 14.00 08/09/96 2,700 14.13 08/15/96 2,500 14.00 09/20/96 35,000 13.63 10/07/96 8,400 14.88 10/08/96 19,300 14.88 10/18/96 39,700 13.29 10/18/96 52,800 13.13 10/18/96 11,100 13.00 10/22/96 10,000 12.50 BK IV 08/07/96 600 14.00 08/09/96 5,000 14.13 Carpenters Trust 08/07/96 2,100 14.00 08/09/96 31,900 14.13 08/15/96 29,400 14.00 10/07/96 6,600 14.88 10/08/96 15,700 14.88 UBC 10/09/96 72,600 14.50 10/10/96 5,000 14.25 10/14/96 32,500 14.42 10/16/96 40,000 14.13 10/17/96 30,000 14.13 10/18/96 21,400 13.29 10/18/96 28,600 13.13 10/18/96 10,000 13.00 ICSOPP 08/09/96 3,400 14.13 08/15/96 3,100 14.00 10/18/96 13,900 13.29 10/18/96 18,600 13.13 10/18/96 3,900 13.00 The Common Fund 08/07/96 3,000 14.00 08/09/96 7,000 14.13 Prism 10/18/96 29,000 13.13 (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, CUSIP NO. 49460W-01-0 SCHEDULE 13D Page 23 of 28 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. 49460W-01-0 SCHEDULE 13D Page 24 of 28 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 28, 1996 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, Secretary By /s/John H. Steinhart ____________________ John H. Steinhart, RICHARD C. BLUM & ASSOCIATES, Secretary INC. THE CARPENTERS PENSION TRUST FOR SOUTHERN CALIFORNIA By /s/John H. Steinhart __________________________ UNITED BROTHERHOOD OF John H. Steinhart, CARPENTERS AND JOINERS OF Secretary AMERICA LOCAL UNIONS AND COUNCILS PENSION FUND /s/ John H. Steinhart INSURANCE COMPANY SUPPORTED _____________________________ ORGANIZATION PENSION PLAN RICHARD C. BLUM By Richard C. Blum & By John H. Steinhart Associates, L.P., its Attorney-in-Fact Investment Adviser By Richard C. Blum & Associates, Inc., its General Partner By /s/John H. Steinhart ______________________ John H. Steinhart, Secretary CUSIP NO. 49460W-01-0 SCHEDULE 13D Page 25 of 28 PRISM PARTNERS I, L.P. WEINTRAUB CAPITAL MANAGEMENT By Weintraub Capital Management, its General Partner By /s/Jerald M. Weintraub ____________________________ Jerald M. Weintraub, Managing General Partner By /s/Jerald M. Weintraub _________________________ Jerald M. Weintraub, Managing General Partner /s/Jerald M. Weintraub _______________________________ JERALD M. WEINTRAUB CUSIP NO. 49460W-01-0 SCHEDULE 13D Page 26 of 28 INDEX TO EXHIBITS Sequentially Item Description Numbered Page Exhibit A Joint Filing Undertaking 27 CUSIP NO. 49460W-01-0 SCHEDULE 13D Page 27 of 28 EXHIBIT A JOINT FILING UNDERTAKING The undersigned, being duly authorized thereunto, hereby execute this agreement as an exhibit to this Amendment 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 28, 1996 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, Secretary By /s/John H. Steinhart ____________________ John H. Steinhart, RICHARD C. BLUM & ASSOCIATES, Secretary INC. THE CARPENTERS PENSION TRUST FOR SOUTHERN CALIFORNIA By /s/John H. Steinhart __________________________ UNITED BROTHERHOOD OF John H. Steinhart, CARPENTERS AND JOINERS OF Secretary AMERICA LOCAL UNIONS AND COUNCILS PENSION FUND /s/ John H. Steinhart INSURANCE COMPANY SUPPORTED _____________________________ ORGANIZATION PENSION PLAN RICHARD C. BLUM By Richard C. Blum & By John H. Steinhart Associates, L.P., its Attorney-in-Fact Investment Adviser By Richard C. Blum & Associates, Inc., its General Partner By /s/John H. Steinhart ______________________ John H. Steinhart, Secretary CUSIP NO. 49460W-01-0 SCHEDULE 13D Page 28 of 28 PRISM PARTNERS I, L.P. WEINTRAUB CAPITAL MANAGEMENT By Weintraub Capital Management, its General Partner By /s/Jerald M. Weintraub ____________________________ Jerald M. Weintraub, Managing General Partner By /s/Jerald M. Weintraub _________________________ Jerald M. Weintraub, Managing General Partner /s/Jerald M. Weintraub _______________________________ JERALD M. WEINTRAUB -----END PRIVACY-ENHANCED MESSAGE-----