UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 12)*
NATIONAL EDUCATION CORPORATION
(Name of Issuer)
Common Stock
(Title of Class of Securities)
635771-10-8
(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)
May 24, 1996
(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule
13d-1(b)(3) or (4), check the following box [].
Check the following box if a fee is being paid with this
statement []. (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>
CUSIP No. 635771-10-8 SCHEDULE 13D Page 2 of 20
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 20
Exhibit Index Located on Page 19<PAGE>
CUSIP No. 635771-10-8 SCHEDULE 13D Page 3 of 20
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 8 Shared Voting Power 2,619,305*
SHARES
BENEFICIALLY
OWNED BY EACH 9 Sole Dispositive Power -0-
REPORTING
PERSON WITH
10 Shared Dispositive Power 2,619,305*
11 Aggregate Amount Beneficially Owned by Each Reporting
Person 2,619,305*
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain
Shares [ ]
13 Percent of Class Represented by Amount in Row 11 7.4%*
14 Type of Reporting Person PN
* See response to Item 5.<PAGE>
CUSIP No. 635771-10-8 SCHEDULE 13D Page 4 of 20
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 8 Shared Voting Power 2,619,305*
SHARES
BENEFICIALLY
OWNED BY EACH 9 Sole Dispositive Power -0-
REPORTING
PERSON WITH
10 Shared Dispositive Power 2,619,305*
11 Aggregate Amount Beneficially Owned by Each Reporting
Person 2,619,305*
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain
Shares [ ]
13 Percent of Class Represented by Amount in Row 11 7.4%*
14 Type of Reporting Person PN
* See response to Item 5.<PAGE>
CUSIP No. 635771-10-8 SCHEDULE 13D Page 5 of 20
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 8 Shared Voting Power 2,619,305*
SHARES
BENEFICIALLY
OWNED BY EACH 9 Sole Dispositive Power -0-
REPORTING
PERSON WITH
10 Shared Dispositive Power 2,619,305*
11 Aggregate Amount Beneficially Owned by Each Reporting
Person 2,619,305*
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain
Shares [ ]
13 Percent of Class Represented by Amount in Row 11 7.4%*
14 Type of Reporting Person PN
* See response to Item 5.<PAGE>
CUSIP No. 635771-10-8 SCHEDULE 13D Page 6 of 20
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 8 Shared Voting Power 2,619,305*
SHARES
BENEFICIALLY
OWNED BY EACH 9 Sole Dispositive Power -0-
REPORTING
PERSON WITH
10 Shared Dispositive Power 2,619,305*
11 Aggregate Amount Beneficially Owned by Each Reporting
Person 2,619,305*
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain
Shares [ ]
13 Percent of Class Represented by Amount in Row 11 7.4%*
14 Type of Reporting Person PN
* See response to Item 5.<PAGE>
CUSIP No. 635771-10-8 SCHEDULE 13D Page 7 of 20
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 8 Shared Voting Power 2,619,305*
SHARES
BENEFICIALLY
OWNED BY EACH 9 Sole Dispositive Power -0-
REPORTING
PERSON WITH
10 Shared Dispositive Power 2,619,305*
11 Aggregate Amount Beneficially Owned by Each Reporting
Person 2,619,305*
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain
Shares [ ]
13 Percent of Class Represented by Amount in Row 11 7.4%*
14 Type of Reporting Person PN, IA
* See response to Item 5.<PAGE>
CUSIP No. 635771-10-8 SCHEDULE 13D Page 8 of 20
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 8 Shared Voting Power 2,619,305*
SHARES
BENEFICIALLY
OWNED BY EACH 9 Sole Dispositive Power -0-
REPORTING
PERSON WITH
10 Shared Dispositive Power 2,619,305*
11 Aggregate Amount Beneficially Owned by Each Reporting
Person 2,619,305*
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain
Shares [ ]
13 Percent of Class Represented by Amount in Row 11 7.4%*
14 Type of Reporting Person CO
* See response to Item 5.<PAGE>
CUSIP No. 635771-10-8 SCHEDULE 13D Page 9 of 20
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 19,422*
NUMBER OF 8 Shared Voting Power 2,619,305*
SHARES
BENEFICIALLY
OWNED BY EACH 9 Sole Dispositive Power 19,422*
REPORTING
PERSON WITH
10 Shared Dispositive Power 2,619,305*
11 Aggregate Amount Beneficially Owned by Each Reporting
Person 2,638,727*
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain
Shares [ ]
13 Percent of Class Represented by Amount in Row 11 7.5%*
14 Type of Reporting Person IN
* See response to Item 5. <PAGE>
CUSIP No. 635771-10-8 SCHEDULE 13D Page 10 of 20
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 8 Shared Voting Power 1,425,970*
SHARES
BENEFICIALLY
OWNED BY EACH 9 Sole Dispositive Power -0-
REPORTING
PERSON WITH
10 Shared Dispositive Power 1,425,970*
11 Aggregate Amount Beneficially Owned by Each Reporting
Person 1,425,970*
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain
Shares [ ]
13 Percent of Class Represented by Amount in Row 11 4.0*
14 Type of Reporting Person CO
* See response to Item 5.<PAGE>
CUSIP No. 635771-10-8 SCHEDULE 13D Page 11 of 20
Item 1. Security and Issuer
This Amendment No. 12 (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 sale of shares of
Common Stock, 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. 635771-10-8 SCHEDULE 13D Page 12 of 20
Principal
Name and Citizen- Occupation
Office Held Business Address ship or Employment
Richard C. Blum 909 Montgomery St. USA President and
President, Chairman Suite 400 Chairman, RCBA
and Director San Francisco, CA L.P.
Nils Colin Lind 909 Montgomery St. Norway Managing
Managing Director Suite 400 Director, RCBA
and Director San Francisco, CA L.P.
Jeffrey W. Ubben 909 Montgomery St. USA Managing
Managing Director of Suite 400 Director of
Investments San Francisco, CA Investments,
RCBA L.P.
Alexander L. Dean 909 Montgomery St. USA Managing
Managing Director of Suite 400 Director of
Investments and San Francisco, CA Investments,
Director RCBA L.P.
George F. Hamel, Jr. 909 Montgomery St. USA Managing
Managing Director of Suite 400 Director of
Marketing San Francisco, CA Marketing, RCBA
L.P.
John H. Steinhart 909 Montgomery St. USA Managing
Managing Director Suite 400 Director and
and Chief San Francisco, CA Chief
Administrative Administrative
Officer Officer, RCBA
L.P.
Marc Scholvinck 909 Montgomery St. USA Managing
Managing Director Suite 400 Director and
and Chief Financial San Francisco, CA Chief Financial
Officer Officer, RCBA
L.P.
Peter E. Rosenberg 909 Montgomery St. USA Managing
Managing Director of Suite 400 Director of
Development and San Francisco, CA Development,
Director RCBA L.P.
Michael Kane 909 Montgomery St. USA Managing
Managing Director of Suite 400 Director of
Investments San Francisco, CA Investments,
RCBA L.P.<PAGE>
CUSIP No. 635771-10-8 SCHEDULE 13D Page 13 of 20
Principal
Name and Citizen- Occupation
Office Held Business Address ship or Employment
Thomas L. Kempner 40 Wall Street USA Chairman, Loeb
Director New York, NY 10005 Partners
Corporation,
Investment
Banking
Business
Donald S. Scherer 3 Embarcadero Center USA Howard, Rice,
Secretary Suite 700 et al. (law
San Francisco, CA firm)
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):<PAGE>
CUSIP No. 635771-10-8 SCHEDULE 13D Page 14 of 20
Trustees
Paul J. Aslanian William C. Hromadka
Treasurer Treasurer and Assoc. Sr. Vice
Macalester College President
1600 Grand Avenue University of Southern California
St. Paul, MN 55105 University Park, Treasurer's
Office
Robert L. Bovinette BKS 402 - Bookstore Building
President and Treasurer Los Angeles, CA 90089-2541
The Common Fund
450 Post Road East Lyn Hutton
Westport, CT 06881-0909 Vice President Finance and
Treasurer
John B. Carroll Dartmouth College
President 6008 Parkhurst Hall, Room 102
GTE Investment Management Corp. Hanover, NH 03755-3529
Tresser Boulevard
Seventh Floor David M. Lascell
Stamford, CT 06901 Partner
Hallenbeck, Lascell, Norris &
Mayree C. Clark Zorn
Managing Director, Global One Exchange Street
Research Rochester, NY 14614-1403
Morgan Stanley & Co., Inc.
1251 Avenue of the Americas John T. Leatham
New York, NY 10020 Chairman
Security Health Managed Care
Robert D. Flanigan, Jr. 1925 Calvin Court
Vice President for Business and River Woods, IL 60015
Financial Affairs & Treasurer
Spelman College Louis W. Moelchert
350 Spelman Lane, S.W. Vice President for Business and
Box 589 Finance
Atlanta, GA 30314-4399 University of Richmond
Campus Drive, Room 202
Caspa L. Harris, Jr. Maryland Hall
Consultant Richmond, VA 23173
Route 1, Box 509
Waterford, VA 22190 Andre F. Perold
Sylvan C. Coleman Professor of
Norman G. Herbert Financial Management
Treasurer and Investment Officer Harvard University Graduate
University of Michigan School of Business
5032 Fleming Administration Bldg. Administration
Ann Arbor, MI 48109-1340 Morgan Hall, 367, Soldiers Field
Boston, MA 02163
<PAGE>
CUSIP No. 635771-10-8 SCHEDULE 13D Page 15 of 20
Robert S. Salomon, Jr. William T. Spitz
Principal & Founder Treasurer
STI Management LLC Vanderbilt University
106 Dolphin Cove Quay 102 Alumni Hall
Stamford, CT 06902 Nashville, TN 37240-0159
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
Todd E. Petzel Marita Wein
Executive Vice President and Secretary
Chief Investment Officer
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.
The Reporting Persons originally acquired securities in the
Issuer 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 serves 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<PAGE>
CUSIP No. 635771-10-8 SCHEDULE 13D Page 16 of 20
of Schedule 13D, 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 35,244,514 shares of Common
Stock issued and outstanding as of May 1, 1996. Based on such
information, after taking into account the transactions described
in Item 5(c) below, the following Reporting Persons report the
following direct holdings and corresponding percentage interests
in the Common Stock:
Shares of
Common Percentage
Name Stock Owned Owned
BK II 357,801 1.0%
BK III 428,300 1.2%
BK IV 20,900 0.1%
BK-NEC 370,856 1.1%
RCBA L.P. 15,478 0.0%
The Common Fund 1,425,970 4.0%
_________ ___
Total 2,619,305 7.4%
========= ===
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 2,619,305
shares of the Common Stock, which is 7.4% 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 19,422 shares of Common Stock,
consisting of 6,422 shares of Common Stock owned directly and
options to acquire 13,000 shares of Common Stock, which options
are 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 2,638,727 shares, which is 7.5% 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<PAGE>
CUSIP No. 635771-10-8 SCHEDULE 13D Page 17 of 20
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 through broker-dealers at prices
ranging from $20.13 to $21.26 per share:
Name Shares Sold
5/20/96 5/21/96 5/24/96 Total
BK II 22,600 9,500 23,700 55,800
BK III 45,100 19,000 5,500 69,600
BK-NEC 45,100 19,000 -0- 64,100
The Common Fund 112,700 47,900 70,800 231,400
_______ ______ ______ _______
Total 225,500 95,400 100,000 420,900
======= ====== ======= =======
(d) and (e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
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, 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. 635771-10-8 SCHEDULE 13D Page 18 of 20
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: June 3, 1996
BK CAPITAL PARTNERS II, L.P. RICHARD C. BLUM & ASSOCIATES, INC.
BK CAPITAL PARTNERS III, L.P.
BK CAPITAL PARTNERS IV, L.P.
BK-NEC, L.P. By /s/ Donald S. Scherer
______________________________
By Richard C. Blum & Donald S. Scherer,
Associates, L.P., its Secretary
General Partner
By Richard C. Blum & /s/ John H. Steinhart
Associates, Inc., its _________________________________
General Partner RICHARD C. BLUM
By John H. Steinhart
By /s/ Donald S. Scherer Attorney-in-Fact
_____________________
Donald S. Scherer,
Secretary
THE COMMON FUND
RICHARD C. BLUM & ASSOCIATES,
L.P. By Richard C. Blum & Associates,
L.P., its Investment Adviser
By Richard C. Blum &
Associates, Inc., its By Richard C. Blum &
General Partner Associates, Inc., its
General Partner
By /s/ Donald S. Scherer
_____________________ By /s/ Donald S. Scherer
Donald S. Scherer, _________________________
Secretary Donald S. Scherer,
Secretary<PAGE>
CUSIP No. 635771-10-8 SCHEDULE 13D Page 19 of 20
INDEX TO EXHIBITS
Sequentially
Item Description Numbered Page
Exhibit A Joint Filing Undertaking 20<PAGE>
CUSIP No. 635771-10-8 SCHEDULE 13D Page 20 of 20
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: June 3, 1996
BK CAPITAL PARTNERS II, L.P. RICHARD C. BLUM & ASSOCIATES, INC.
BK CAPITAL PARTNERS III, L.P.
BK CAPITAL PARTNERS IV, L.P.
BK-NEC, L.P. By /s/ Donald S. Scherer
_______________________________
By Richard C. Blum & Donald S. Scherer,
Associates, L.P., its Secretary
General Partner
/s/ John H. Steinhart
By Richard C. Blum & __________________________________
Associates, Inc., its RICHARD C. BLUM
General Partner
By John H. Steinhart
By /s/ Donald S. Scherer Attorney-in-Fact
_____________________
Donald S. Scherer,
Secretary
THE COMMON FUND
RICHARD C. BLUM & ASSOCIATES,
L.P. By Richard C. Blum & Associates,
L.P., its Investment Adviser
By Richard C. Blum &
Associates, Inc., its By Richard C. Blum &
General Partner Associates, Inc., its
General Partner
By /s/ Donald S. Scherer By /s/ Donald S. Scherer
_____________________ _________________________
Donald S. Scherer, Donald S. Scherer,
Secretary Secretary<PAGE>
