-----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, A7+IaExFlrFNXOhfb7da75uwyHLw+xGXd+U4jd1bZOl02wUxJN9CEfEyD9wszTwt skalZ54pLKf1chG5hzhtng== 0000938775-99-000017.txt : 19990422 0000938775-99-000017.hdr.sgml : 19990422 ACCESSION NUMBER: 0000938775-99-000017 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990421 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: APRIA HEALTHCARE GROUP INC CENTRAL INDEX KEY: 0000882289 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HOME HEALTH CARE SERVICES [8082] IRS NUMBER: 330488566 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-42598 FILM NUMBER: 99598066 BUSINESS ADDRESS: STREET 1: 3560 HYLAND AVE STREET 2: C/O APRIA HEALTHCARE GROUP INC CITY: COSTA MESA STATE: CA ZIP: 92626 BUSINESS PHONE: 7144272000 MAIL ADDRESS: STREET 1: 3560 HYLAND AVENUE STREET 2: C/O APRIA HEALTHCARE GROUP INC CITY: COSTA MESA STATE: CA ZIP: 92626 FORMER COMPANY: FORMER CONFORMED NAME: ABBEY HEALTHCARE GROUP INC/DE DATE OF NAME CHANGE: 19930328 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/A 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/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* APRIA HEALTHCARE GROUP, INC. ---------------------------- (Name of Issuer) Common Stock, Par Value $0.001 ------------------------------ (Title of Class of Securities) 037933108 --------- (CUSIP Number) Murray A. Indick Richard C. Blum & Associates, L.P. 909 Montgomery Street, Suite 400 San Francisco, CA 94133 (415) 434-1111 -------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) April 12, 1999 -------------- (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 [ ]. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Page 1 of 16 CUSIP NO. 037933108 SCHEDULE 13D Page 2 of 16 - ------------------------------------------------------------------------------ 1. NAME OF REPORTING PERSON RICHARD C. BLUM & ASSOCIATES, L.P. S.S. OR I.R.S. 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* See Item 3 below - ------------------------------------------------------------------------------ 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 3,225,100** BENEFICIALLY OWNED BY EACH ----------------------------------------------------------- PERSON WITH 9. SOLE DISPOSITIVE POWER -0- ----------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 3,225,100** - ------------------------------------------------------------------------------ 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,225,100** - ------------------------------------------------------------------------------ 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ------------------------------------------------------------------------------ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.2%** - ------------------------------------------------------------------------------ 14. TYPE OF REPORTING PERSON PN, IA - ------------------------------------------------------------------------------ ** See Item 5 below *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 037933108 SCHEDULE 13D Page 3 of 16 - ------------------------------------------------------------------------------ 1. NAME OF REPORTING PERSON RICHARD C. BLUM & ASSOCIATES, INC. S.S. OR I.R.S. 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* See Item 3 below - ------------------------------------------------------------------------------ 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 3,225,100** BENEFICIALLY OWNED BY EACH ----------------------------------------------------------- PERSON WITH 9. SOLE DISPOSITIVE POWER -0- ----------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 3,225,100** - ------------------------------------------------------------------------------ 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,225,100** - ------------------------------------------------------------------------------ 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ------------------------------------------------------------------------------ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.2%** - ------------------------------------------------------------------------------ 14. TYPE OF REPORTING PERSON CO - ------------------------------------------------------------------------------ ** See Item 5 below *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 037933108 SCHEDULE 13D Page 4 of 16 - ------------------------------------------------------------------------------ 1. NAME OF REPORTING PERSON RICHARD C. BLUM S.S. OR I.R.S. 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* See Item 3 below - ------------------------------------------------------------------------------ 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ------------------------------------------------------------------------------ 6. CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. - ------------------------------------------------------------------------------ 7. SOLE VOTING POWER -0- NUMBER OF ----------------------------------------------------------- SHARES 8. SHARED VOTING POWER 3,225,100** BENEFICIALLY OWNED BY EACH ----------------------------------------------------------- PERSON WITH 9. SOLE DISPOSITIVE POWER -0- ----------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 3,225,100** - ------------------------------------------------------------------------------ 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,225,100** - ------------------------------------------------------------------------------ 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ------------------------------------------------------------------------------ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.2%** - ------------------------------------------------------------------------------ 14. TYPE OF REPORTING PERSON IN - ------------------------------------------------------------------------------ ** See Item 5 below *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 037933108 SCHEDULE 13D Page 5 of 16 This Amendment No. 2 amends the Statement on Schedule 13D (the "Schedule 13D") filed with the Securities and Exchange Commission (the "Commission") on August 10, 1998, by 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"). The principal executive office and mailing address of the Issuer is 3560 Hyland Avenue, Costa Mesa, CA 92626. The following amendments to Items 4, 5 and 6 of the Schedule 13D are hereby made. Unless otherwise defined herein, all capitalized terms shall have the meanings ascribed to them in the Schedule 13D. Item 4. Purpose of Transaction - ------------------------------- Item 4 of the Schedule 13D is hereby amended as follows: As set forth in Item 6 below, on April 19, 1999, pursuant to a Stock Purchase Agreement (the "Agreement") attached hereto as Exhibit B, the Reporting Persons have agreed to sell 3,225,100 shares (the "Shares") of the Common Stock to the Buyers identified on Schedule B of the Agreement. The purchase price of the Shares is $13.00 net per Share, for a total purchase price of $41,926,300.00. The settlement date of the transaction is April 22, 1999. Upon settlement, the Reporting Persons will have disposed of all of their shares of the Common Stock. Item 5. Interest in Securities of the Issuer - --------------------------------------------- Item 5 of the Schedule 13D is hereby amended as follows: (a),(b) According to the Issuer's most recent Form 10-K dated December 31, 1998, there were 51,799,035 shares of Common Stock issued and outstanding as of April 1, 1999. Based on such information, after taking into account the transactions described in Item 5(c) below, the Reporting Persons report holdings of 2,791,300 shares of the Common Stock owned directly by the limited partnerships for which RCBA L.P. serves as the general partner and RCBA L.P.'s investment advisory client accounts, which represents 5.4% of the outstanding shares of the Common Stock. In addition, because RCBA L.P. has voting and investment power with respect to 433,800 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 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 3,225,100 shares of the Common Stock, which is CUSIP NO. 037933108 SCHEDULE 13D Page 6 of 16 6.2% 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 sold the following shares of Common Stock in the open market: Trade Date Shares Price/Share - ---------- ------- ----------- 04-01-99 122,000 12.0000 04-05-99 100,000 11.9703 04-06-99 180,000 12.0000 04-07-99 300,000 12.0417 04-08-99 19,900 12.0000 04-12-99 190,000 12.9737 04-13-99 155,000 13.0000 04-13-99 55,000 12.9375 04-14-99 508,300 13.3750 04-15-99 180,000 13.5000 04-15-99 45,700 13.5416 04-16-99 300,000 13.2500 04-16-99 44,000 13.5000 (d) and (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer - ------------------------------------------------------------------------------ Item 6 of the Schedule 13D is hereby amended as follows: None of the Reporting Persons or, to the best knowledge of the Reporting Persons, the other persons named in Item 2, is a party to any contract, arrangement, understanding or relationship with respect to any securities of the Issuer, including but not limited to the transfer or voting of any securities of the Issuer, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, except (i) as previously disclosed, (ii) as noted above, RCBA L.P. has voting and investment power of the shares held by it for the benefit of the Common Fund, and (iii) a Stock Purchase Agreement (the "Agreement") entered into on April 19, 1999, attached hereto as Exhibit B, pursuant to which the Reporting Persons have agreed to sell 3,225,100 shares of the Common Stock to the Buyers identified on Schedule B of the Agreement for $13.00 per share for a total purchase price of $41,926,300.00, with a settlement date of April 22, 1999. CUSIP NO. 037933108 SCHEDULE 13D Page 7 of 16 Item 7. Material to be Filed as Exhibits - ----------------------------------------- Exhibit A Joint Filing Undertaking Exhibit B Stock Purchase Agreement CUSIP NO. 037933108 SCHEDULE 13D Page 8 of 16 SIGNATURES After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Dated: April 21, 1999 RICHARD C. BLUM & ASSOCIATES, INC. RICHARD C. BLUM & ASSOCIATES, L.P. By Richard C. Blum & Associates, Inc. its general partner By /s/ Murray A. Indick By /s/ Murray A. Indick ------------------------------- ----------------------------------- Murray A. Indick Murray A. Indick Managing Director, General Managing Director, General Counsel, Counsel, Chief Administrative Chief Administrative Officer and Officer and Secretary Secretary /s/ Murray A. Indick --------------------------------------- RICHARD C. BLUM By Murray A. Indick, Attorney-in-Fact CUSIP NO. 037933108 SCHEDULE 13D Page 9 of 16 Exhibit A JOINT FILING UNDERTAKING The undersigned, being duly authorized thereunto, hereby execute this agreement as an exhibit to this Schedule 13D to evidence the agreement of the below-named parties, in accordance with the rules promulgated pursuant to the Securities Exchange Act of 1934, to file this Schedule jointly on behalf of each such party. Dated: April 21, 1999 RICHARD C. BLUM & ASSOCIATES, INC. RICHARD C. BLUM & ASSOCIATES, L.P. By Richard C. Blum & Associates, Inc. its general partner By /s/ Murray A. Indick By /s/ Murray A. Indick ------------------------------- ----------------------------------- Murray A. Indick Murray A. Indick Managing Director, General Managing Director, General Counsel, Counsel, Chief Administrative Chief Administrative Officer and Officer and Secretary Secretary /s/ Murray A. Indick --------------------------------------- RICHARD C. BLUM By Murray A. Indick, Attorney-in-Fact CUSIP NO. 037933108 SCHEDULE 13D Page 10 of 16 Exhibit B STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (this "Agreement") is entered into as of April 19, 1999 among those persons listed on Schedule A attached hereto (individually a "Seller" and collectively the "Sellers") and those persons identified on Schedule B attached hereto (individually a "Buyer" and collectively the "Buyers"). BACKGROUND A. The Sellers are the owners of a total of 3,225,100 shares of Common Stock (the "Shares") of Apria Healthcare Group, Inc., a Delaware corporation (the "Company"), as more specifically set forth on Schedule A. B. Relational Investors, LLC is the general partner or investment adviser of each of the Buyers. C. The Sellers desire to sell, and the Buyers desire to purchase, all of the Shares upon the terms and conditions set forth in this Agreement. NOW, THEREFORE, the parties agree as follows: 1. Basic Transaction. (a) Purchase of Shares. Pursuant to the terms and conditions set forth below, each Seller shall sell that number of Shares set forth opposite such Seller's name on Schedule A, and each Buyer shall purchase that number of Shares set forth opposite such Buyer's name on Schedule B. (b) Purchase Price. The purchase price is $13.00 net per Share, for a total purchase price of $41,926,300.00 for the 3,225,100 Shares. 2. Closing. The settlement date shall be April 22, 1999. Settlement will be DVP (delivery versus payment). 3. Representations of Sellers. Each Seller, as to itself but as to no other Seller, hereby represents, warrants and covenants to the Buyers that: (a) Ownership. Such Seller owns its Shares free and clear of any pledge, lien, charge, claim, security interest or other encumbrance of any kind, nature or description. Such Seller's Shares are validly issued, fully paid and non-assessable. CUSIP NO. 037933108 SCHEDULE 13D Page 11 of 16 (b) Authority and Compliance. Such Seller has full power and authority to transfer its Shares and has complied with or will comply with all legal requirements, if any, in connection with the sale of its Shares. Such transfer will not violate the rights of any third party. (c) Information. Such Seller was fully informed and advised on April 19, 1999 of certain information concerning the Company that may be material and non-public, including (i) the status of certain of the Company's financing initiatives, and (ii) the Company's preliminary first quarter 1999 results as reflected on materials disclosed by the Buyer. 4. Representations of Buyers. Each Buyer, as to itself but as to no other Buyer, hereby represents, warrants and covenants to the Sellers that: (a) Registration or Exemption. Such Buyer understands that if it desires to sell the shares the Buyer will be required to sell the Shares pursuant to a registration under the Securities Act of 1933, as amended, or an exemption therefrom. (b) Authority and Compliance. Such Buyer has full power and authority to purchase its Shares and has complied with or will comply with all legal requirements, if any, in connection with the purchase of its Shares. 5. Miscellaneous. (a) Further Action. Each party agrees to use reasonable efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement. (b) Entire Agreement; Successors and Assigns. This Agreement constitutes the entire understanding among the parties with regard to the subjects hereof, superseding all prior understandings, agreements, representations and negotiations, whether oral or written. The terms and conditions of this Agreement will inure to the benefit of, and be binding upon, the respective executors, administrators, heirs, successors and assigns of the parties. (c) Choice of Law. This Agreement will be interpreted and enforced in accordance with the laws of the State of Delaware as applied to contracts executed and performed entirely therein. (d) Counterparts. This Agreement may be signed in any number of counterparts and by facsimile, and when so signed and delivered will have the same effect as if all signatures appeared on the same document. 2 CUSIP NO. 037933108 SCHEDULE 13D Page 12 of 16 (e) Notices. All notices required or permitted under this Agreement must be given in writing (which may include facsimile). All notices will be effective upon the earlier of (i) receipt (including confirmation that a facsimile has been received) or (ii) five business days after being deposited in the U.S. mail or two business days after being delivered to an overnight courier, in each case properly addressed as set forth on Schedule A or B (as the case may be), as such address may be changed by proper notice to the other parties. (f) Interpretation. All parties have been assisted by counsel in connection with this Agreement. The normal rule of construction that any ambiguity will be resolved against the drafting party will not be used in the interpretation of this Agreement. (g) Gender and Number. As the context so requires, (i) the masculine gender will include the feminine and neuter, and vice versa, and (ii) the singular will include the plural, and vice versa. (h) Amendment of Agreement. This Agreement may be amended only by a written instrument signed by all of the parties. (i) Severability. If any provision of this Agreement or the application of any such provision to any party is held by a court of competent jurisdiction to be contrary to law, such provision will be deemed amended to the minimum extent possible to comply with such law, and the remaining provisions of this Agreement will remain in full force and effect. (j) Attorneys' Fees. If it becomes necessary for any party to initiate legal action or any other proceeding to enforce, defend or construe such party's rights or obligations under this Agreement, the prevailing party will be entitled to reasonable costs and expenses, including attorneys' fees and costs, incurred and paid in connection with such action or proceeding. (k) Fees and Expenses. The Sellers, on the one hand, and the Buyers, on the other, shall each bear their own respective fees and costs in connection with the negotiation and execution of this Agreement and the consummation of the transactions contemplated hereby. 3 CUSIP NO. 037933108 SCHEDULE 13D Page 13 of 16 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date set forth above. THE SELLERS: STINSON CAPITAL PARTNERS, L.P. STINSON CAPITAL PARTNERS II, L.P. BK CAPITAL PARTNERS IV, L.P. By: Richard C. Blum & Associates, L.P., its General Partner By: Richard C. Blum & Associates, Inc., its General Partner By: /s/ Murray A. Indick ---------------------------------- Name: Murray A. Indick Title: Managing Director STINSON CAPITAL FUND (CAYMAN), LTD. BCG PENSION PLAN UNITED BROTHERHOOD OF CARPENTERS AND JOINERS OF AMERICA LOCAL UNIONS AND COUNCILS PENSION FUND THE CARPENTERS PENSION TRUST FOR SOUTHERN CALIFORNIA THE COMMON FUND By: Richard C. Blum & Associates, L.P., its Investment Adviser By: Richard C. Blum & Associates, Inc., its General Partner By: /s/ Murray A. Indick ---------------------------------- Name: Murray A. Indick Title: Managing Director 4 CUSIP NO. 037933108 SCHEDULE 13D Page 14 of 16 THE BUYERS: RELATIONAL INVESTORS, L.P. RELATIONAL FUND PARTNERS, L.P. RELATIONAL COAST PARTNERS, L.P. RELATIONAL PARTNERS, L.P. By: Relational Investors, LLC as general partner to each By: /s/ Ralph V. Whitworth ----------------------- Ralph V. Whitworth Managing Member DAVID H. BATCHELDER TRUST By: Relational Investors, LLC Its: Account Manager under that certain Management Agreement dated June 30, 1997 By: /s/ Ralph v. Whitworth ----------------------- Ralph V. Whitworth Managing Member HENRY W. WINSHIP By: Relational Investors, LLC Its: Account Manager under that certain Management Agreement dated July 1, 1998 By: /s/ Ralph V. Whitworth ---------------------- Ralph V. Whitworth Managing Member MARYLAND STATE RETIREMENT AGENCY By: Relational Investors, LLC Its: Account Manager under that certain Management Agreement dated December 12, 1997 By: /s/ Ralph V. Whitworth ---------------------- Ralph V. Whitworth Managing Member 5 CUSIP NO. 037933108 SCHEDULE 13D Page 15 of 16 SCHEDULE A SELLERS Seller's Name and Address (1) Shares Being Sold Purchase Price - ------------------------- ----------------- -------------- Class A ------- The Carpenters Pension Trust 1,111,900 $14,454,700 for Southern California Stinson Capital Partners, L.P. 1,048,100 13,625,300 The Common Fund 433,800 5,639,400 BCG Pension Plan 331,300 4,306,900 BK Capital Partners IV, L.P. 119,700 1,556,100 Stinson Capital Partners II, L.P. 87,300 1,134,900 United Brotherhood of Carpenters 54,200 704,600 and Joiners of America Local Unions and Councils Pension Plan Stinson Capital Fund (Cayman), Ltd. 38,800 504,400 TOTAL 3,225,100 $41,926,300 ========= =========== - ----------------------------------- (1) The address for each Seller is: c/o Richard C. Blum & Associates, L.P. 909 Montgomery Street, Suite 400 San Francisco, CA 94133 Attn: General Counsel TEL: 415-434-1111 FAX: 415-434-3130 A-1 CUSIP NO. 037933108 SCHEDULE 13D Page 16 of 16 SCHEDULE B BUYERS Buyer's Name and Address (a) Shares Being Purchased Purchase Price - ---------------------------- ---------------------- -------------- Relational Investors, LP 2,445,861 $31,796,193.00 Relational Partners, LP 269,734 3,506,542.00 Relational Coast Partners, LP 90,970 1,182,610.00 Relational Fund Partners, LP 63,409 824,317.00 Maryland State Retirement Agency 341,983 4,445,779.00 (Managed Account) David H. Batchelder Trust 12,404 161,252.00 (Managed Account) Henry W. Winship 739 9,607.00 (Managed Account) --------- ----------- TOTAL 3,225,100 $41,926,300 ========= =========== (a) Address: - ----------------------------------------- For all Buyers the address is as follows: c/o Relational Investors LLC 4330 La Jolla Village Drive, Suite 220 San Diego, CA 92122 Tel: (619) 597-9400 Fax: (619) 597-8200 B-1 -----END PRIVACY-ENHANCED MESSAGE-----