UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9)*
NATIONAL EDUCATION CORPORATION
(Name of Issuer)
Common Stock
(Title of Class of Securities)
635 771-10-8
(CUSIP Number)
Donald S. Scherer
Howard, Rice, Nemerovski, Canady, Falk & Rabkin,
A Professional Corporation
Three Embarcadero Center, Suite 700
San Francisco, CA 94111
(415) 434-1600
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 11, 1995
(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-
1(b)(3) or (4), check the following box [].
Check the following box if a fee is being paid with this
statement []. (A fee is not required only if the filing person:
(1) has a previous statement on file reporting beneficial
ownership of more than five percent of the class of securities
described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.<PAGE>
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
Page 2 of 21
Exhibit Index Located on Page 20<PAGE>
CUSIP No. 635 771-10-8 SCHEDULE 13D Page 3 of 21
1 Name of Reporting Person BK CAPITAL PARTNERS II, L.P.
IRS Identification No. of Above Person 94-3048313
2 Check the Appropriate Box if a Member of a Group (a) [x]
(b)
3 SEC USE ONLY
4 Source of Funds WC
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization California
7 Sole Voting Power -0-
NUMBER OF
SHARES 8 Shared Voting Power 5,336,781*
BENEFICIALLY
OWNED BY EACH 9 Sole Dispositive Power -0-
REPORTING
PERSON WITH
10 Shared Dispositive Power 5,336,781*
11 Aggregate Amount Beneficially Owned by Each 5,336,781*
Reporting Person
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain
Shares
13 Percent of Class Represented by Amount in Row 11 15.2%*
14 Type of Reporting Person PN
* See response to Item 5.<PAGE>
CUSIP No. 635 771-10-8 SCHEDULE 13D Page 4 of 21
1 Name of Reporting Person BK CAPITAL PARTNERS III, L.P.
IRS Identification No. of Above Person 94-3091845
2 Check the Appropriate Box if a Member of a Group (a) [x]
(b)
3 SEC USE ONLY
4 Source of Funds WC
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization California
7 Sole Voting Power -0-
NUMBER OF
SHARES 8 Shared Voting Power 5,336,781*
BENEFICIALLY
OWNED BY EACH 9 Sole Dispositive Power -0-
REPORTING
PERSON WITH
10 Shared Dispositive Power 5,336,781*
11 Aggregate Amount Beneficially Owned by Each 5,336,781*
Reporting Person
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain
Shares
13 Percent of Class Represented by Amount in Row 11 15.2%*
14 Type of Reporting Person PN
* See response to Item 5.<PAGE>
CUSIP No. 635 771-10-8 SCHEDULE 13D Page 5 of 21
1 Name of Reporting Person BK CAPITAL PARTNERS IV, L.P.
IRS Identification No. of Above Person 94-3139027
2 Check the Appropriate Box if a Member of a Group (a) [x]
(b)
3 SEC USE ONLY
4 Source of Funds WC
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization California
7 Sole Voting Power -0-
NUMBER OF
SHARES 8 Shared Voting Power 5,336,781*
BENEFICIALLY
OWNED BY EACH 9 Sole Dispositive Power -0-
REPORTING
PERSON WITH
10 Shared Dispositive Power 5,336,781*
11 Aggregate Amount Beneficially Owned by Each 5,336,781*
Reporting Person
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain
Shares
13 Percent of Class Represented by Amount in Row 11 15.2%*
14 Type of Reporting Person PN
* See response to Item 5.<PAGE>
CUSIP No. 635 771-10-8 SCHEDULE 13D Page 6 of 21
1 Name of Reporting Person BK-NEC, L.P.
IRS Identification No. of Above Person 94-3160834
2 Check the Appropriate Box if a Member of a Group (a) [x]
(b)
3 SEC USE ONLY
4 Source of Funds WC
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization California
7 Sole Voting Power -0-
NUMBER OF
SHARES 8 Shared Voting Power 5,336,781*
BENEFICIALLY
OWNED BY EACH 9 Sole Dispositive Power -0-
REPORTING
PERSON WITH
10 Shared Dispositive Power 5,336,781*
11 Aggregate Amount Beneficially Owned by Each 5,336,781*
Reporting Person
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain
Shares
13 Percent of Class Represented by Amount in Row 11 15.2%*
14 Type of Reporting Person PN
* See response to Item 5.<PAGE>
CUSIP No. 635 771-10-8 SCHEDULE 13D Page 7 of 21
1 Name of Reporting Person RICHARD C. BLUM & ASSOCIATES, L.P.
IRS Identification No. of Above Person 94-3205364
2 Check the Appropriate Box if a Member of a Group (a) [x]
(b)
3 SEC USE ONLY
4 Source of Funds Not applicable
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization California
7 Sole Voting Power -0-
NUMBER OF
SHARES 8 Shared Voting Power 5,336,781*
BENEFICIALLY
OWNED BY EACH 9 Sole Dispositive Power -0-
REPORTING
PERSON WITH
10 Shared Dispositive Power 5,336,781*
11 Aggregate Amount Beneficially Owned by Each 5,336,781*
Reporting Person
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain
Shares
13 Percent of Class Represented by Amount in Row 11 15.2%*
14 Type of Reporting Person PN, IA
* See response to Item 5.<PAGE>
CUSIP No. 635 771-10-8 SCHEDULE 13D Page 8 of 21
1 Name of Reporting Person RICHARD C. BLUM & ASSOCIATES, INC.
IRS Identification No. of Above Person 94-2967812
2 Check the Appropriate Box if a Member of a Group (a) [x]
(b)
3 SEC USE ONLY
4 Source of Funds Not applicable
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization California
7 Sole Voting Power -0-
NUMBER OF
SHARES 8 Shared Voting Power 5,336,781*
BENEFICIALLY
OWNED BY EACH 9 Sole Dispositive Power -0-
REPORTING
PERSON WITH
10 Shared Dispositive Power 5,336,781*
11 Aggregate Amount Beneficially Owned by Each 5,336,781*
Reporting Person
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain
Shares
13 Percent of Class Represented by Amount in Row 11 15.2%*
14 Type of Reporting Person CO
* See response to Item 5.<PAGE>
CUSIP No. 635 771-10-8 SCHEDULE 13D Page 9 of 21
1 Name of Reporting Person RICHARD C. BLUM
S.S. No. of Above Person 556 42 3196
2 Check the Appropriate Box if a Member of a Group (a) [x]
(b)
3 SEC USE ONLY
4 Source of Funds Not applicable
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization USA
7 Sole Voting Power 13,840
NUMBER OF
SHARES 8 Shared Voting Power 5,336,781*
BENEFICIALLY
OWNED BY EACH 9 Sole Dispositive Power 13,840
REPORTING
PERSON WITH
10 Shared Dispositive Power 5,336,781*
11 Aggregate Amount Beneficially Owned by Each 5,350,621*
Reporting Person
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain
Shares
13 Percent of Class Represented by Amount in Row 11 15.2%*
14 Type of Reporting Person IN
* See response to Item 5. <PAGE>
CUSIP No. 635 771-10-8 SCHEDULE 13D Page 10 of 21
1 Name of Reporting Person THE COMMON FUND
IRS Identification No. of Above Person 23-7037968
2 Check the Appropriate Box if a Member of a Group (a)
(b) [x]
3 SEC USE ONLY
4 Source of Funds WC
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization New York
7 Sole Voting Power -0-
NUMBER OF
SHARES 8 Shared Voting Power 2,751,170*
BENEFICIALLY
OWNED BY EACH 9 Sole Dispositive Power -0-
REPORTING
PERSON WITH
10 Shared Dispositive Power 2,751,170*
11 Aggregate Amount Beneficially Owned by Each 2,751,170*
Reporting Person
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain
Shares
13 Percent of Class Represented by Amount in Row 11 7.8%*
14 Type of Reporting Person CO
* See response to Item 5.<PAGE>
CUSIP No. 635 771-10-8 SCHEDULE 13D Page 11 of 21
Item 1. Security and Issuer
This Amendment No. 9 (the "Amendment") to Schedule 13D
relates to shares of common stock (the "Common Stock") of
National Education Corporation, a Delaware corporation (the
"Issuer"). The principal executive office and mailing
address of the Issuer is 18400 Von Karman Avenue, Irvine, CA
92715.
This Amendment is being filed because of the conversion and
subsequent distribution of certain securities, as described
in Item 5 below.
Item 2. Identity and Background
This Amendment is filed on behalf of BK Capital Partners II,
L.P., a California limited partnership ("BK II"), BK Capital
Partners III, L.P., a California limited partnership
("BK III"), BK Capital Partners IV, L.P., a California
limited partnership ("BK IV"), BK-NEC, L.P., a California
Limited partnership ("BK-NEC"), Richard C. Blum & Associates,
L.P., a California limited partnership ("RCBA L.P."),
Richard C. Blum & Associates, Inc., a California corporation
("RCBA Inc."), Richard C. Blum, the Chairman and a
substantial shareholder of RCBA Inc., and The Common Fund, a
New York non-profit corporation.
BK II, BK III, BK IV and BK-NEC are each California limited
partnerships whose principal business is investing in
securities, and whose principal office is located at 909
Montgomery Street, Suite 400, San Francisco, California
94133. RCBA L.P. is the sole general partner of BK II,
BK III, BK IV and BK-NEC, and the investment adviser to The
Common Fund.
RCBA, L.P. is a California limited partnership whose
principal business is acting as general partner for
investment partnerships and providing investment advisory and
financial consulting services. RCBA L.P. is a registered
investment adviser with the Securities and Exchange
Commission and with the State of California. The sole
general partner of RCBA L.P. is RCBA Inc. The principal
business office address of RCBA L.P. and RCBA Inc. is 909
Montgomery Street, Suite 400, San Francisco, California
94133. The names of the executive officers and directors of
RCBA Inc., their addresses, citizenship and principal
occupations are as follows:<PAGE>
CUSIP No. 635 771-10-8 SCHEDULE 13D Page 12 of 21
Principal
Name and Business Citizen- Occupation
Office Held Address ship or Employment
Richard C. Blum 909 Montgomery USA President and
President, St. Chairman,
Chairman and Suite 400 RCBA, L.P.
Director San Francisco,
CA
Thomas L. 40 Wall Street USA Chairman, Loeb
Kempner New York, NY Partners
Director 10005 Corporation,
Investment
Banking
Business
Nils Colin Lind 909 Montgomery Norway Managing
Managing St. Director,
Director and Suite 400 RCBA, L.P.
Director San Francisco,
CA
George A. 909 Montgomery USA Managing
Pavlov St. Director and
Managing Suite 400 Chief
Director, Chief San Francisco, Financial
Financial CA Officer, RCBA,
Officer and L.P.
Director
Alexander L. 909 Montgomery USA Managing
Dean St. Director of
Managing Suite 400 Investments,
Director of San Francisco, RCBA, L.P.
Investments and CA
Director
Peter E. 909 Montgomery USA Managing
Rosenberg St. Director of
Managing Suite 400 Investments,
Director of San Francisco, RCBA, L.P.
Investments and CA
Director
Michael Kane 909 Montgomery USA Managing
Managing St. Director of
Director of Suite 400 Investments,
Investments San Francisco, RCBA, L.P.
CA<PAGE>
CUSIP No. 635 771-10-8 SCHEDULE 13D Page 13 of 21
Jeffrey W. 909 Montgomery USA Managing
Ubben St. Director of
Managing Suite 400 Investments,
Director of San Francisco, RCBA, L.P.
Investments CA
Donald S. 3 Embarcadero USA Howard, Rice,
Scherer Center et al. (law
Secretary Suite 700 firm)
San Francisco,
CA 94111
The Common Fund is a New York non-profit corporation
principally engaged in the business of managing investments
for educational institutions. The principal administrative
office of The Common Fund is located at 450 Post Road East,
Westport, Connecticut 06881-0909. The name, business address
and present principal occupation of each of the trustees and
executive officers of The Common Fund are as follows (all are
United States citizens):
Trustees
Paul J. Aslanian Robert D. Flanigan, Jr.
Vice President for Finance Vice President for Business
and Planning and Financial Affairs
Swarthmore College & Treasurer
500 College Avenue Spelman College
Swarthmore, PA 19087-1397 350 Spelman Lane, S.W.
Box 589
John B. Carroll Atlanta, GA 30314-4399
President
GTE Investment Management Caspa L. Harris, Jr.
Corp. Route 1, Box 509
Tresser Boulevard Waterford, VA 22190
Seventh Floor
Stamford, CT 06901 Norman G. Herbert
Treasurer and Investment
Mayree C. Clark Officer
Managing Director, Global University of Michigan
Research 5032 Fleming Administration
Morgan Stanley & Co., Inc. Building
1251 Avenue of the Americas Ann Arbor, MI 48109-1340
New York, NY 10020
<PAGE>
CUSIP No. 635 771-10-8 SCHEDULE 13D Page 14 of 21
William Hromadka Andre F. Perold
Treasurer and Assoc. Sr. Sylvan C. Coleman Professor
Vice President of Financial Management
University of Southern Harvard University Graduate
California School of Business
University Park, Treasurer's Administration
Office Morgan Hall, 367, Soldiers
BKS 402 - Bookstore Building Field
Los Angeles, CA 90089-2541 Boston, MA 02163
Lyn Hutton Todd E. Petzel
Vice President Finance and Executive Vice President
Treasurer Business Development
Dartmouth College Chicago Mercantile Exchange
6008 Parkhurst Hall, Room 30 South Wacker Drive
102 Chicago, IL 60606
Hanover, NH 03755-3529
Robert S. Salomon, Jr.
David M. Lascell Principal & Founder
Partner STI Management LLC
Hallenbeck, Lascell, 106 Dolphin Cove Quay
Norris & Zorn Stamford, CT 06902
One Exchange Street
Rochester, NY 14614-1403 William T. Spitz
Treasurer
John T. Leatham Vanderbilt University
Chairman 102 Alumni Hall
Security Health Managed Care Nashville, TN 37240-0159
1925 Calvin Court
River Woods, IL 60015 David K. Storrs, President
The Common Fund
Louis W. Moelchert 450 Post Road East
Vice President for Business Westport, CT 06881-0909
and Finance
University of Richmond
Campus Drive, Room 202
Maryland Hall
Richmond, VA 23173<PAGE>
CUSIP No. 635 771-10-8 SCHEDULE 13D Page 15 of 21
The executive officers of The Common Fund who are not
Trustees are as follows (the business address for each person
is The Common Fund, 450 Post Road East, Westport, CT
06881-0909):
John S. Griswold, Jr. Curt R. Tobey
Senior Vice President Senior Vice President
Maria L.C. Tapia Gary P. Watson
Senior Vice President Chief Operating Officer and
Secretary
To the best knowledge of the Reporting Persons, none of the
entities or persons identified in this Item 2 has, during the
past five years, been convicted of any criminal proceeding
(excluding traffic violations or similar misdemeanors), nor
been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result
of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
The source of funds for the previous purchases of securities
was the working capital of the Reporting Persons.
Item 4. Purpose of Transaction.
As previously reported in the initial Schedule 13D and
subsequent Amendments thereto, certain of the Reporting
Person and other persons purchased from the Issuer $20
million in aggregate principal amount of the Issuer's Senior
Subordinated Convertible Debentures due 2006 (the
"Debentures"). On September 11, 1995, the Debentures were
converted into 5,000,000 shares of Common Stock at a
conversion price of 4.00 per share; the Issuer also issued an
additional 20,635 shares of Common Stock to certain of the
Reporting Persons as payment for accrued but unpaid interest.
In addition to Common Stock acquired in connection with the
conversion of the Debentures, BK II, BK III, BK IV and The
Common Fund previously owned directly an aggregate of
1,063,410 shares of Common Stock, and Mr. Blum individually
owned 2,840 shares of Common Stock and presently exercisable
options to acquire an additional 11,000 shares of Common
Stock. As reported in Item 5(c) below, certain shares of
Common Stock acquired in connection with the Debentures were
subsequently distributed in kind by certain Reporting
Persons. <PAGE>
CUSIP No. 635 771-10-8 SCHEDULE 13D Page 16 of 21
The Reporting Persons originally acquired the Common Stock
and Debentures for investment purposes. Depending upon
market conditions and other factors, the Reporting Persons
may acquire additional securities of the Issuer, in the open
market, in privately negotiated transactions or otherwise.
Alternatively, depending upon market conditions and other
factors, the Reporting Persons may, from time to time,
dispose of some or all of the securities of the Issuer that
they beneficially own.
Mr. Blum continues to serve on the Issuer's Board of
Directors.
Other than as set forth in this statement, the Reporting
Persons have no present plans or proposals that relate to or
would result in any of the consequences listed in paragraphs
(a)-(j) of Item 4 of Schedule 13D, although they may in the
future take actions which would have such consequences.
Item 5. Interest in Securities of the Issuer
(a), (b) According to information furnished to the Reporting
Persons by the Issuer, there were 35,088,233 shares of Common
Stock issued and outstanding as of October 6, 1995. Based on
such information, after taking into account the transactions
described in Item 5(c) below, the following Reporting Persons
report the following direct holdings and corresponding
percentage interests in the Common Stock:
Shares of
Common Percentage
Name Stock Owned Owned
BK II 701,658 2.0%
BK III 827,992 2.4%
BK IV 20,900 0.1%
BK-NEC 1,019,583 2.9%
RCBA L.P. 15,478 0.0%
The Common Fund 2,751,170 7.8%
_________ _____
Total 5,336,781 15.2%
========= =====
Because voting and investment decisions concerning the above
shares are made by RCBA L.P., the Reporting Persons may be
members in a group, in which case each Reporting Person would
be deemed to have beneficial ownership of an aggregate of<PAGE>
CUSIP No. 635 771-10-8 SCHEDULE 13D Page 17 of 21
5,336,781 shares of the Common Stock, which is 15.2% of the
outstanding Common Stock. However, The Common Fund expressly
disclaims membership in such a group and disclaims beneficial
ownership of securities owned by any other person.
As Chairman, director and a substantial shareholder of RCBA
Inc., Richard C. Blum might be deemed to be the beneficial
owner of the securities beneficially owned by RCBA Inc. In
addition, Mr. Blum has sole beneficial ownership of 13,840
shares of Common Stock, consisting of 2,840 shares of Common
Stock owned directly and 11,000 options currently exercisable
or exercisable within 60 days. If Mr. Blum were deemed to be
the beneficial owner of the securities beneficially owned by
RCBA Inc., he would own beneficially an aggregate of
5,350,621 shares, which is 15.2% of the Common Stock.
Although Mr. Blum is joining in this Amendment as a Reporting
Person, the filing of this Amendment shall not be construed
as an admission that he, or any of the other shareholders,
directors or executive officers of RCBA Inc. is, for any
purpose, the beneficial owner of any of the securities that
are beneficially owned by RCBA Inc.
(c) During the last 60 days, the Reporting Persons converted
the Debentures into Common Stock and received additional
shares of Common Stock as payment for accrued but unpaid
interest, as described in Item 4 above. On September 11,
1995, BK-NEC II made an in-kind distribution to its three
partners of all 1,506,190 shares it received in such
conversion: 1,019,583 shares to BK-NEC, 15,478 to RCBA L.P.
and 471,129 to an unaffiliated person. On September 29,
1995, RCBA L.P. also distributed an aggregate of 276,132
shares of Common Stock to three managed accounts for which it
had served as investment adviser.
(d) and (e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the
Issuer
BK-NEC has pledged 1,000,000 shares of Common Stock to Bank
of America to secure a loan from Bank of America to BK-NEC.
Except for the contracts, arrangements, understandings and
relationships described above, none of the Reporting Persons
or, to the best knowledge of the Reporting Persons, the other
persons named in Item 2, is a party to any contract,
arrangement, understanding or relationship with respect to
any securities of the Issuer, including but not limited to
the transfer or voting of any securities of the Issuer,<PAGE>
CUSIP No. 635 771-10-8 SCHEDULE 13D Page 18 of 21
finder's fees, joint ventures, loan or option arrangements,
puts or calls, guarantees of profits, division of profits or
loss, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits
Exhibit A Joint Filing Undertaking.<PAGE>
CUSIP No. 635 771-10-8 SCHEDULE 13D Page 19 of 21
Signatures
After reasonable inquiry and to the best of their knowledge
and belief, the undersigned certify that the information set
forth in this statement is true, complete and correct.
DATED: October 12, 1995
BK CAPITAL PARTNERS II, L.P. RICHARD C. BLUM & ASSOCIATES,
BK CAPITAL PARTNERS III, L.P. INC.
BK CAPITAL PARTNERS IV, L.P.
BK-NEC, L.P.
By /s/ Donald S. Scherer
______________________________
By Richard C. Blum & Associates, Donald S. Scherer,
L.P., its General Partner Secretary
By Richard C. Blum &
Associates, Inc., its /s/ N. Colin Lind
General Partner ________________________________
RICHARD C. BLUM
By /s/ Donald S. Scherer By N. Colin Lind
_______________________ Attorney-in-Fact
Donald S. Scherer,
Secretary
RICHARD C. BLUM & ASSOCIATES, THE COMMON FUND
L.P.
By Richard C. Blum & Associates,
By Richard C. Blum & L.P., its Investment Adviser
Associates, Inc., its
General Partner By Richard C. Blum &
Associates, Inc., its
General Partner
By /s/ Donald S. Scherer
_______________________
Donald S. Scherer, By /s/ Donald S. Scherer
Secretary ________________________
Donald S. Scherer,
Secretary<PAGE>
CUSIP No. 635 771-10-8 SCHEDULE 13D Page 20 of 21
INDEX TO EXHIBITS
Sequentially
Item Description Numbered Page
Exhibit A Joint Filing Undertaking 21<PAGE>
CUSIP No. 635 771-10-8 SCHEDULE 13D Page 21 of 21
EXHIBIT A
JOINT FILING UNDERTAKING
The undersigned, being duly authorized thereunto, hereby
execute this agreement as an exhibit to Amendment No. 9 to
Schedule 13D to evidence the agreement of the below-names
parties, in accordance with rules promulgated pursuant to the
Securities Exchange Act of 1934, to file this Amendment jointly
on behalf of each of such parties.
DATED: October 12, 1995
BK CAPITAL PARTNERS II, L.P. RICHARD C. BLUM & ASSOCIATES,
BK CAPITAL PARTNERS III, L.P. INC.
BK CAPITAL PARTNERS IV, L.P.
BK-NEC, L.P.
By /s/ Donald S. Scherer
By Richard C. Blum & Associates, ______________________________
L.P., its General Partner Donald S. Scherer,
Secretary
By Richard C. Blum &
Associates, Inc., its /s/ N. Colin Lind
General Partner
________________________________
By /s/ Donald S. Scherer RICHARD C. BLUM
_______________________
Donald S. Scherer, By N. Colin Lind
Secretary Attorney-in-Fact
RICHARD C. BLUM & ASSOCIATES, THE COMMON FUND
L.P.
By Richard C. Blum & Associates,
By Richard C. Blum & L.P., its Investment Adviser
Associates, Inc., its
General Partner By Richard C. Blum &
Associates, Inc., its
General Partner
By /s/ Donald S. Scherer
_______________________ By /s/ Donald S. Scherer
Donald S. Scherer, ________________________
Secretary Donald S. Scherer,
Secretary<PAGE>
