UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
TRIAD SYSTEMS CORPORATION
(Name of Issuer)
Common Stock, $.001 par value)
(Title of Class of Securities)
895-818-201
(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)
January 2, 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.
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 19
Exhibit Index Located on Page 18<PAGE>
CUSIP No. 895-818-201 SCHEDULE 13D Page 2 of 19
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 1,998,158*
BENEFICIALLY
OWNED BY EACH 9 Sole Dispositive Power -0-
REPORTING
PERSON WITH
10 Shared Dispositive Power 1,998,158*
11 Aggregate Amount Beneficially Owned by Each Reporting
Person 1,998,158*
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. 895-818-201 SCHEDULE 13D Page 3 of 19
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 1,998,158*
BENEFICIALLY
OWNED BY EACH 9 Sole Dispositive Power -0-
REPORTING
PERSON WITH
10 Shared Dispositive Power 1,998,158*
11 Aggregate Amount Beneficially Owned by Each Reporting
Person 1,998,158*
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. 895-818-201 SCHEDULE 13D Page 4 of 19
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 1,998,158*
BENEFICIALLY
OWNED BY EACH 9 Sole Dispositive Power -0-
REPORTING
PERSON WITH
10 Shared Dispositive Power 1,998,158*
11 Aggregate Amount Beneficially Owned by Each Reporting
Person 1,998,158*
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. 895-818-201 SCHEDULE 13D Page 5 of 19
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) []
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 1,998,158*
BENEFICIALLY
OWNED BY EACH 9 Sole Dispositive Power -0-
REPORTING
PERSON WITH
10 Shared Dispositive Power 1,998,158*
11 Aggregate Amount Beneficially Owned by Each Reporting
Person 1,998,158*
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. 895-818-201 SCHEDULE 13D Page 6 of 19
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 1,998,158*
BENEFICIALLY
OWNED BY EACH 9 Sole Dispositive Power -0-
REPORTING
PERSON WITH
10 Shared Dispositive Power 1,998,158*
11 Aggregate Amount Beneficially Owned by Each Reporting
Person 1,998,158*
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. 895-818-201 SCHEDULE 13D Page 7 of 19
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 1,998,158*
BENEFICIALLY
OWNED BY EACH 9 Sole Dispositive Power -0-
REPORTING
PERSON WITH
10 Shared Dispositive Power 1,998,158*
11 Aggregate Amount Beneficially Owned by Each Reporting
Person 1,998,158*
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. 895-818-201 SCHEDULE 13D Page 8 of 19
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 8,001
NUMBER OF
SHARES 8 Shared Voting Power 2,006,159*
BENEFICIALLY
OWNED BY EACH 9 Sole Dispositive Power 8,001
REPORTING
PERSON WITH
10 Shared Dispositive Power 2,006,159*
11 Aggregate Amount Beneficially Owned by Each Reporting
Person 2,006,159*
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. 895-818-201 SCHEDULE 13D Page 9 of 19
Item 1. Security and Issuer
This Amendment No. 3 (the "Amendment") to Schedule 13D relates to
shares of common stock, $0.001 par value (the "Common Stock"), of
Triad Systems Corporation, a Delaware corporation (the "Issuer").
The principal executive office and mailing address of the Issuer
is 3055 Triad Drive, Livermore, CA 94550-9559.
This Amendment amends and restates Amendment No. 2 to
Schedule 13D. This Amendment is being filed because of certain
dispositions of Common Stock described in Item 5(c) 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"), The Common Fund, a New York non-profit corporation,
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.
BK II, BK III and BK IV 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 and BK IV.
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. 895-818-201 SCHEDULE 13D Page 10 of 19
Principal
Name and Office Business Address Citizen- Occupation
Held ship or
Employment
Richard C. Blum 909 Montgomery St. USA Chairman and
Chairman and Suite 400 Director,
Director San Francisco, CA RCBA, L.P.
Thomas L. Kempner 40 Wall Street USA Chairman,
Director New York, NY 10005 Loeb
Partners
Corporation,
Investment
Banking
Business
Nils Colin Lind 909 Montgomery St. Norway Managing
Managing Director Suite 400 Director,
and Director San Francisco, CA RCBA, L.P.
George A. Pavlov 909 Montgomery St. USA Managing
Managing Suite 400 Director and
Director, Chief San Francisco, CA Chief
Financial Officer Financial
and Director Officer,
RCBA, L.P.
Alexander L. Dean 909 Montgomery St. USA Managing
Managing Director Suite 400 Director of
of Investments San Francisco, CA Investments,
and Director RCBA, L.P.
Peter E. 909 Montgomery St. USA Managing
Rosenberg Suite 400 Director of
Managing Director San Francisco, CA Investments,
of Investments RCBA, L.P.
and Director
Michael Kane 909 Montgomery St. USA Managing
Managing Director Suite 400 Director of
of Investments San Francisco, CA Investments,
RCBA, L.P.
Jeffrey W. Ubben 909 Montgomery St. USA Managing
Managing Director Suite 400 Director of
of Investments San Francisco, CA Investments,
RCBA, L.P.
Marc Scholvinck 909 Montgomery St. USA Vice
Vice President Suite 400 President
and Controller San Francisco, CA and
94111 Controller,
RCBA, L.P.<PAGE>
CUSIP No. 895-818-201 SCHEDULE 13D Page 11 of 19
Donald S. Scherer 3 Embarcadero Ctr. USA Howard,
Secretary Suite 700 Rice, et al.
San Francisco, CA (law firm)
94111
The Common Fund is a New York not-for-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 Norman G. Herbert
Treasurer Treasurer and Investment Officer
Macalester College University of Michigan
1600 Grand Avenue 5032 Fleming Administration Building
St. Paul, MN 55105 Ann Arbor, MI 48109-1340
John B. Carroll William Hromadka
President Treasurer and Assoc. Sr.
GTE Investment Management Corp. Vice President
Tresser Boulevard University of Southern California
Seventh Floor University Park, Treasurer's Office
Stamford, CT 06901 BKS 402 - Bookstore Building
Los Angeles, CA 90089-2541
Mayree C. Clark
Managing Director, Global Research Lyn Hutton
Morgan Stanley & Co., Inc. Vice President Finance and Treasurer
1251 Avenue of the Americas Dartmouth College
New York, NY 10020 6008 Parkhurst Hall, Room 102
Hanover, NH 03755-3529
Herbert M. Gordon
Treasurer David M. Lascell
The Regents of the Partner
University of California Hallenbeck, Lascell, Norris & Zorn
Kaiser Center One Exchange Street
300 Lakeside Drive, 17th Floor Rochester, NY 14614-1403
Oakland, CA 94612-3550
John T. Leatham
Caspa L. Harris, Jr. Chairman
President Security Health Partners
National Association of College and 1925 Calvin Court
University Business Officers River Woods, IL 60015
1 Dupont Circle, Suite 500
Washington, DC 20036<PAGE>
CUSIP No. 895-818-201 SCHEDULE 13D Page 12 of 19
Louis W. Moelchert Robert S. Salomon, Jr.
Vice President for Business President
and Finance STI Management LLC
University of Richmond 36 Flying Cloud Road
Campus Drive, Room 202 Stamford, CT 06902
Maryland Hall
Richmond, VA 23173 William T. Spitz
Treasurer
Andre F. Perold Vanderbilt University
Sylvan C. Coleman Professor of 102 Alumni Hall
Financial Management Nashville, TN 37240-0159
Harvard University Graduate School
of Business Administration
Morgan Hall, 367, Soldiers Field
Boston, MA 02163
Todd E. Petzel
Executive Vice President
Business Development
Chicago Mercantile Exchange
30 South Wacker Drive
Chicago, IL 60606
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
Robert E. Shultz 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 BK II, BK III, BK IV and The Common Fund.<PAGE>
CUSIP No. 895-818-201 SCHEDULE 13D Page 13 of 19
Item 4. Purpose of Transaction.
As previously reported in the initial Schedule 13D and Amendment
No. 1 thereto, BK II, BK III, BK IV, The Common Fund
(collectively, the "Purchasers"), RCBA Inc. and the Issuer
entered into a Unit Purchase Agreement dated as of July 2, 1992,
as amended by the First Amendment to Unit Purchase Agreement
dated August 3, 1992. Pursuant to such agreements, the Company
sold the Purchasers, for an aggregate purchase price of
$20,000,000, an aggregate of 1,000,000 units (collectively, the
"Units"). Each Unit consisted of one share of the Issuer's
Senior Cumulative Convertible Preferred Stock, par value $0.001
per share (the "Preferred Stock"), and a warrant to purchase 3.5
shares of the Issuer's Common Stock (individually, a "Warrant").
The Unit Purchase Agreement and the First Amendment thereto were
filed as Exhibits 2 and 5, respectively, to the previous
Schedule 13D and Amendment No. 1, respectively, and are
incorporated herein by reference.
As previously reported in Amendment No. 2, the Purchasers, RCBA
L.P., and the Issuer entered into the Exchange Agreement and
Second Amendment to Unit Purchase Agreement dated as of March 31,
1995 (the "Exchange Agreement"). Pursuant to the Exchange
Agreement, the Purchasers surrendered all of their Units in
exchange for (i) an aggregate cash payment of $10,000,000,
(ii) accrued dividends in the aggregate amount of $200,000, and
(iii) an aggregate of 2,222,222 shares of the Issuer's Common
Stock. Such consideration was apportioned among the Purchasers
in proportion to their prior ownership of the Units. The Unit
Purchase Agreement and the First Amendment thereto continue in
full force and effect, except as modified by the Exchange
Agreement (collectively, the "Purchase Agreement").
The Purchasers originally entered into the Purchase Agreement
solely for investment purposes. Depending upon market conditions
and other factors, the Reporting Persons may acquire additional
securities of the Issuer, including shares of Common Stock, 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, although there are certain restrictions on
transfer as set forth in Item 6 below.
Pursuant to Section 3.6 of the Purchase Agreement, the Issuer
will nominate and recommend a representative of the Purchasers
(the "Purchaser Representative") reasonably acceptable to the
Issuer to serve as a director of the Issuer. Richard C. Blum
continues to serve as the Purchaser Representative on the
Issuer's Board of Directors. The Purchase Agreement provides
that the Purchasers will notify the Issuer of the identity of any
proposed successor Purchaser Representative in order to permit<PAGE>
CUSIP No. 895-818-201 SCHEDULE 13D Page 14 of 19
the Issuer to determine that such successor is reasonably
acceptable to the Issuer.
The Exchange Agreement has deleted in its entirety Section 3.14
of the Purchase Agreement which had imposed certain restrictions
upon the Issuer's ability to declare or pay dividends upon shares
of its capital stock ranking junior to the Preferred Stock.
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 17,402,215 shares of Common
Stock issued and outstanding as of December 20, 1995. Based on
such information, 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 111,111 0.6%
BK III 500,000 2.9%
BK IV 275,936 1.6%
The Common Fund 1,111,111 6.4%
_________ ____
Total 1,998,158 11.5%
========= =====
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 1,998,158
shares of the Common Stock, which is 11.5% of the outstanding
Common Stock.
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 8,001 shares of the Common Stock
(consisting of 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 2,006,159 shares, which is 11.5%
of the Stock. Although Mr. Blum is joining in this Amendment as<PAGE>
CUSIP No. 895-818-201 SCHEDULE 13D Page 15 of 19
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 following dispositions have
been made: On January 2, 1996, BK IV distributed 224,064 shares
of Common Stock to two of its limited partners in connection with
such limited partners' withdrawal from BK IV.
(d) and (e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
The Purchase Agreement provides that, with certain exceptions,
RCBA L.P. and the Purchasers will not acquire, on their own
behalf or on behalf of their controlled affiliates, any voting
securities of the Issuer or securities convertible into or
exercisable for the Issuer's voting securities. These
limitations will be suspended if a third party commences or
publicly announces a tender offer for a certain percentage of the
Issuer's voting securities or takes certain other actions.
In addition, Section 3.7(d) of the Purchase Agreement provides
that if RCBA L.P. and the Purchasers beneficially own in excess
of a specified percentage of the Issuer's voting securities, they
will cause all of the voting securities owned by them in excess
of such percentage to be voted in accordance with the
recommendations of the Issuer's Board of Directors, except with
respect to certain enumerated matters. Pursuant to Section
3.7(e) of the Purchase Agreement, the Purchasers executed an
irrevocable proxy to secure their obligations under Section
3.7(d). The acquisition and voting limitations and the grant of
the irrevocable proxy described in this paragraph will terminate
on August 3, 1997 or at such time as RCBA L.P. and the Purchasers
no longer beneficially own a specified percentage of the Issuer's
securities, whichever is earlier. Furthermore, the acquisition
and voting limitations summarized in this paragraph will
terminate as to any Purchaser who ceases to be managed or advised
by RCBA L.P. or to be an affiliate of RCBA L.P.
The Purchase Agreement also contains certain restrictions on the
transfer of the Common Stock. Section 3.11(a) of the Purchase
Agreement requires that before a Purchaser and certain
transferees (including RCBA, L.P., its affiliates and those which
it manages or advises) may transfer any Common Stock, the shares
must first be offered to the Issuer; however, the Exchange
Agreement provides that such restrictions will not apply to sales
to the public made in reliance on Rule 144. Section 3.11(b) of
the Purchase Agreement provides that shares of Common Stock which
are held by Purchasers or certain of their transferees may not be<PAGE>
CUSIP No. 895-818-201 SCHEDULE 13D Page 16 of 19
knowingly transferred to a competitor of the Issuer without the
consent of the Issuer's Board of Directors.
Section 2.3 of the Exchange Agreement provides additional
transfer restrictions on the Purchasers' Common Stock. So long
as the Purchasers have certain rights pursuant to the Purchase
Agreement, they will be subject to the Company's insider trading
policies. In addition, until March 31, 1996, sales of Common
Stock must be made in compliance with the volume limitations of
Rule 144(e), regardless of whether Rule 144 is otherwise
applicable.
Except for the contracts, arrangements, understandings and
relationships described above and attached as exhibits hereto,
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 Issuer, including but not limited to
the transfer or voting of any of the 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 10 Joint Filing Undertaking.<PAGE>
CUSIP No. 895-818-201 SCHEDULE 13D Page 17 of 19
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: January 12, 1996
BK CAPITAL PARTNERS II, L.P. RICHARD C. BLUM & ASSOCIATES,
BK CAPITAL PARTNERS III, L.P. L.P.
BK CAPITAL PARTNERS IV, L.P.
By Richard C. Blum & Associates,
By Richard C. Blum & Associates, Inc., its General Partner
L.P., its General Partner
By Richard C. Blum & By /s/ Donald S. Scherer
Associates, Inc., its _____________________
General Partner Donald S. Scherer,
Secretary
By /s/ Donald S. Scherer
_____________________
Donald S. Scherer,
Secretary
THE COMMON FUND
By Richard C. Blum & Associates, RICHARD C. BLUM & ASSOCIATES,
L.P., its Investment Adviser INC.
By Richard C. Blum &
Associates, Inc., its By /s/ Donald S. Scherer
General Partner _____________________
Donald S. Scherer,
Secretary
By /s/ Donald S. Scherer
_____________________
Donald S. Scherer, /s/ George A. Pavlov
Secretary ____________________
RICHARD C. BLUM
By George A. Pavlov
Attorney-in-Fact<PAGE>
CUSIP No. 895-818-201 SCHEDULE 13D Page 18 of 19
INDEX TO EXHIBITS
Sequentially
Item Description Numbered
Page
Exhibit 10 Joint Filing Undertaking 19<PAGE>
CUSIP No. 895-818-201 SCHEDULE 13D Page 19 of 19
JOINT FILING UNDERTAKING
The undersigned, being duly authorized thereunto, hereby
execute this agreement as an exhibit to Amendment No. 3 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: January 12, 1996
BK CAPITAL PARTNERS II, L.P. RICHARD C. BLUM & ASSOCIATES,
BK CAPITAL PARTNERS III, L.P. L.P.
BK CAPITAL PARTNERS IV, L.P.
By Richard C. Blum & Associates,
By Richard C. Blum & Associates, Inc., its General Partner
L.P., its General Partner
By Richard C. Blum & By /s/ Donald S. Scherer
Associates, Inc., its _____________________
General Partner Donald S. Scherer,
Secretary
By /s/ Donald S. Scherer
_____________________
Donald S. Scherer,
Secretary
THE COMMON FUND RICHARD C. BLUM & ASSOCIATES,
INC.
By Richard C. Blum & Associates,
L.P., its Investment Adviser
By /s/ Donald S. Scherer
By Richard C. Blum & _____________________
Associates, Inc., its Donald S. Scherer,
General Partner Secretary
By /s/ Donald S. Scherer /s/ George A. Pavlov
_____________________ ____________________
Donald S. Scherer, RICHARD C. BLUM
Secretary
By George A. Pavlov
Attorney-in-Fact<PAGE>
