UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 10)*
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)
February 9, 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>
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 2 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
SHARES 8 Shared Voting Power 4,040,205*
BENEFICIALLY
OWNED BY EACH 9 Sole Dispositive Power -0-
REPORTING
PERSON WITH
10 Shared Dispositive Power 4,040,205*
11 Aggregate Amount Beneficially Owned by Each Reporting
Person 4,040,205*
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain
Shares [ ]
13 Percent of Class Represented by Amount in Row 11 11.5%*
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
SHARES 8 Shared Voting Power 4,040,205*
BENEFICIALLY
OWNED BY EACH 9 Sole Dispositive Power -0-
REPORTING
PERSON WITH
10 Shared Dispositive Power 4,040,205*
11 Aggregate Amount Beneficially Owned by Each Reporting
Person 4,040,205*
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain
Shares [ ]
13 Percent of Class Represented by Amount in Row 11 11.5%*
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
SHARES 8 Shared Voting Power 4,040,205*
BENEFICIALLY
OWNED BY EACH 9 Sole Dispositive Power -0-
REPORTING
PERSON WITH
10 Shared Dispositive Power 4,040,205*
11 Aggregate Amount Beneficially Owned by Each Reporting
Person 4,040,205*
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain
Shares [ ]
13 Percent of Class Represented by Amount in Row 11 11.5%*
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
SHARES 8 Shared Voting Power 4,040,205*
BENEFICIALLY
OWNED BY EACH 9 Sole Dispositive Power -0-
REPORTING
PERSON WITH
10 Shared Dispositive Power 4,040,205*
11 Aggregate Amount Beneficially Owned by Each Reporting
Person 4,040,205*
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain
Shares [ ]
13 Percent of Class Represented by Amount in Row 11 11.5%*
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
SHARES 8 Shared Voting Power 4,040,205*
BENEFICIALLY
OWNED BY EACH 9 Sole Dispositive Power -0-
REPORTING
PERSON WITH
10 Shared Dispositive Power 4,040,205*
11 Aggregate Amount Beneficially Owned by Each Reporting
Person 4,040,205*
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain
Shares [ ]
13 Percent of Class Represented by Amount in Row 11 11.5%*
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
SHARES 8 Shared Voting Power 4,040,205*
BENEFICIALLY
OWNED BY EACH 9 Sole Dispositive Power -0-
REPORTING
PERSON WITH
10 Shared Dispositive Power 4,040,205*
11 Aggregate Amount Beneficially Owned by Each Reporting
Person 4,040,205*
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain
Shares [ ]
13 Percent of Class Represented by Amount in Row 11 11.5%*
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
SHARES 8 Shared Voting Power 4,040,205*
BENEFICIALLY
OWNED BY EACH 9 Sole Dispositive Power 19,422*
REPORTING
PERSON WITH
10 Shared Dispositive Power 4,040,205*
11 Aggregate Amount Beneficially Owned by Each Reporting
Person 4,059,627*
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain
Shares [ ]
13 Percent of Class Represented by Amount in Row 11 11.5%*
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
SHARES 8 Shared Voting Power 2,204,170*
BENEFICIALLY
OWNED BY EACH 9 Sole Dispositive Power -0-
REPORTING
PERSON WITH
10 Shared Dispositive Power 2,204,170*
11 Aggregate Amount Beneficially Owned by Each Reporting
Person 2,204,170*
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain
Shares [ ]
13 Percent of Class Represented by Amount in Row 11 6.3%*
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. 10 (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 distribution and
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, Suite 400 Chairman,
Chairman and San Francisco, CA RCBA, L.P.
Director
Thomas L. 40 Wall Street USA Chairman,
Kempner New York, NY Loeb Partners
Director 10005 Corporation,
Investment
Banking
Business
Nils Colin Lind 909 Montgomery St. Norway Managing
Managing Suite 400 Director,
Director and San Francisco, CA RCBA, L.P.
Director
George A. Pavlov 909 Montgomery St. USA Managing
Managing Suite 400 Director and
Director, Chief San Francisco, CA Chief
Financial Financial
Officer and Officer,
Director RCBA, L.P.
Alexander L. 909 Montgomery St. USA Managing
Dean Suite 400 Director of
Managing San Francisco, CA Investments,
Director of RCBA, L.P.
Investments and
Director
Peter E. 909 Montgomery St. USA Managing
Rosenberg Suite 400 Director of
Managing San Francisco, CA Investments,
Director of RCBA, L.P.
Investments and
Director
Michael Kane 909 Montgomery St. USA Managing
Managing Suite 400 Director of
Director of San Francisco, CA Investments,
Investments RCBA, L.P.
Jeffrey W. Ubben 909 Montgomery St. USA Managing
Managing Suite 400 Director of
Director of San Francisco, CA Investments,
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
Marc Scholvinck 909 Montgomery St. USA Vice
Vice President Suite 400 President and
and Controller San Francisco, CA Controller,
RCBA, L.P.
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.
Treasurer Vice President for Business and
Macalester College Financial Affairs &
1600 Grand Avenue Treasurer
St. Paul, MN 55105 Spelman College
350 Spelman Lane, S.W.
Robert L. Bovinette Box 589
President and Treasurer Atlanta, GA 30314-4399
The Common Fund
450 Post Road East Caspa L. Harris, Jr.
Westport, CT 06881-0909 Consultant
Route 1, Box 509
John B. Carroll Waterford, VA 22190
President
GTE Investment Management Corp. Norman G. Herbert
Tresser Boulevard Treasurer and Investment
Seventh Floor Officer
Stamford, CT 06901 University of Michigan
5032 Fleming Administration
Mayree C. Clark Building
Managing Director, Global Ann Arbor, MI 48109-1340
Research
Morgan Stanley & Co., Inc.
1251 Avenue of the Americas
New York, NY 10020<PAGE>
CUSIP No. 635771-10-8 SCHEDULE 13D Page 14 of 20
William C. Hromadka Louis W. Moelchert
Treasurer and Assoc. Sr. Vice Vice President for Business and
President Finance
University of Southern University of Richmond
California Campus Drive, Room 202
University Park, Treasurer's Maryland Hall
Office Richmond, VA 23173
BKS 402 - Bookstore Building
Los Angeles, CA 90089-2541 Andre F. Perold
Sylvan C. Coleman Professor of
Lyn Hutton Financial Management
Vice President Finance and Harvard University Graduate
Treasurer School of Business
Dartmouth College Administration
6008 Parkhurst Hall, Room 102 Morgan Hall, 367, Soldiers
Hanover, NH 03755-3529 Field
Boston, MA 02163
David M. Lascell
Partner Robert S. Salomon, Jr.
Hallenbeck, Lascell, Norris & Principal & Founder
Zorn STI Management LLC
One Exchange Street 106 Dolphin Cove Quay
Rochester, NY 14614-1403 Stamford, CT 06902
John T. Leatham William T. Spitz
Chairman Treasurer
Security Health Managed Care Vanderbilt University
1925 Calvin Court 102 Alumni Hall
River Woods, IL 60015 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.<PAGE>
CUSIP No. 635771-10-8 SCHEDULE 13D Page 15 of 20
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
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 35,137,143 shares of Common
Stock issued and outstanding as of February 7, 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 557,658 1.6%
BK III 662,992 1.9%
BK IV 20,900 0.1%
BK-NEC 579,007 1.6%
RCBA L.P. 15,478 0.0%
The Common Fund 2,204,170 6.3%
_________ ____
Total 4,040,205 11.5%
========= =====<PAGE>
CUSIP No. 635771-10-8 SCHEDULE 13D Page 16 of 20
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 4,040,205
shares of the Common Stock, which is 11.5% 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 4,059,627 shares, which is 11.5% 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 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 effected the
following transactions. On January 2, 1996, BK-NEC made an
in-kind distribution of 296,576 shares of Common Stock to BK IV,
one of its limited partners, which in turn distributed such
296,576 shares to two of its withdrawing partners. In addition,
on February 9, 1996, the following Reporting Persons sold the
following shares of Common Stock in two trades through
broker-dealers at a price of $11.25 per share:
Name Shares Sold
BK II 144,000
BK III 165,000
BK-NEC 144,000
The Common Fund 547,000
_________
Total 1,000,000
=========
(d) and (e) Not applicable.<PAGE>
CUSIP No. 635771-10-8 SCHEDULE 13D Page 17 of 20
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: February 21, 1996
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
General Partner /s/ George A. Pavlov
_______________________________
RICHARD C. BLUM
By /s/ Donald S. Scherer
______________________ By George A. Pavlov
Donald S. Scherer, Attorney-in-Fact
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. 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: February 21, 1996
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
General Partner /s/ George A. Pavlov
_______________________________
RICHARD C. BLUM
By /s/ Donald S. Scherer
______________________ By George A. Pavlov
Donald S. Scherer, Attorney-in-Fact
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>
