UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
FIGGIE INTERNATIONAL, INC.
--------------------------
(Name of Issuer)
Class A Common Stock, Par Value $.10 Per Share
Class B Common Stock, Par Value $.10 Per Share
----------------------------------------------
(Title of Class of Securities)
Class A Common Stock - 316828508
Class B Common Stock - 316828607
--------------------------------
(CUSIP Number)
Murray A. Indick
Richard C. Blum & Associates, L.P.
909 Montgomery Street, Suite 400
San Francisco, CA 94133
(415) 434-1111
--------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 7, 1998
-----------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box [ ].
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
Page 1 of 28
CUSIP NO. 316828508, 316828607 SCHEDULE 13D Page 2 of 28
- ------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON STINSON CAPITAL PARTNERS, L.P.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 94-3232358
- ------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(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 California
- ------------------------------------------------------------------------------
7. SOLE VOTING POWER -0-
NUMBER OF -----------------------------------------------------------
SHARES 8. SHARED VOTING POWER Class A Common Stock 857,913**
BENEFICIALLY Class B Common Stock 1,389,733**
OWNED BY EACH -----------------------------------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER -0-
-----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
Class A Common Stock 857,913**
Class B Common Stock 1,389,733**
- ------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Class A Common Stock 857,913**
Class B Common Stock 1,389,733**
- ------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
- ------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Class A Common Stock 6.2%**
Class B Common Stock 29.5%**
- ------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON PN
- ------------------------------------------------------------------------------
** See Item 5 below
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP NO. 316828508, 316828607 SCHEDULE 13D Page 3 of 28
- ------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON THE CARPENTERS PENSION TRUST
FOR SOUTHERN CALIFORNIA
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 95-6042875
- ------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(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 California
- ------------------------------------------------------------------------------
7. SOLE VOTING POWER -0-
NUMBER OF -----------------------------------------------------------
SHARES 8. SHARED VOTING POWER Class A Common Stock 857,913**
BENEFICIALLY Class B Common Stock 1,389,733**
OWNED BY EACH -----------------------------------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER -0-
-----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
Class A Common Stock 857,913**
Class B Common Stock 1,389,733**
- ------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Class A Common Stock 857,913**
Class B Common Stock 1,389,733**
- ------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
- ------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Class A Common Stock 6.2%**
Class B Common Stock 29.5%**
- ------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON EP
- ------------------------------------------------------------------------------
** See Item 5 below
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP NO. 316828508, 316828607 SCHEDULE 13D Page 4 of 28
- ------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON RICHARD C. BLUM & ASSOCIATES, L.P.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 94-3205364
- ------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [x]
- ------------------------------------------------------------------------------
3. SEC USE ONLY
- ------------------------------------------------------------------------------
4. SOURCE OF FUNDS* 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 Class A Common Stock 857,913**
BENEFICIALLY Class B Common Stock 1,389,733**
OWNED BY EACH -----------------------------------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER -0-
-----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
Class A Common Stock 857,913**
Class B Common Stock 1,389,733**
- ------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Class A Common Stock 857,913**
Class B Common Stock 1,389,733**
- ------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
- ------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Class A Common Stock 6.2%**
Class B Common Stock 29.5%**
- ------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON PN, IA
- ------------------------------------------------------------------------------
** See Item 5 below
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP NO. 316828508, 316828607 SCHEDULE 13D Page 5 of 28
- ------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON RICHARD C. BLUM & ASSOCIATES, INC.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 94-2967812
- ------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [x]
- ------------------------------------------------------------------------------
3. SEC USE ONLY
- ------------------------------------------------------------------------------
4. SOURCE OF FUNDS* 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 Class A Common Stock 857,913**
BENEFICIALLY Class B Common Stock 1,389,733**
OWNED BY EACH -----------------------------------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER -0-
-----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
Class A Common Stock 857,913**
Class B Common Stock 1,389,733**
- ------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Class A Common Stock 857,913**
Class B Common Stock 1,389,733**
- ------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
- ------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Class A Common Stock 6.2%**
Class B Common Stock 29.5%**
- ------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON CO
- ------------------------------------------------------------------------------
** See Item 5 below
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP NO. 316828508, 316828607 SCHEDULE 13D Page 6 of 28
- ------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON RICHARD C. BLUM
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
- ------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [x]
- ------------------------------------------------------------------------------
3. SEC USE ONLY
- ------------------------------------------------------------------------------
4. SOURCE OF FUNDS* 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 U.S.A.
- ------------------------------------------------------------------------------
7. SOLE VOTING POWER -0-
NUMBER OF -----------------------------------------------------------
SHARES 8. SHARED VOTING POWER Class A Common Stock 857,913**
BENEFICIALLY Class B Common Stock 1,389,733**
OWNED BY EACH -----------------------------------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER -0-
-----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
Class A Common Stock 857,913**
Class B Common Stock 1,389,733**
- ------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Class A Common Stock 857,913**
Class B Common Stock 1,389,733**
- ------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
- ------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Class A Common Stock 6.2%**
Class B Common Stock 29.5%**
- ------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON IN
- ------------------------------------------------------------------------------
** See Item 5 below
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP NO. 316828508, 316828607 SCHEDULE 13D Page 7 of 28
Item 1. Security and Issuer
- ----------------------------
This Schedule 13D relates to shares of Class A Common Stock, par value $0.10
and shares of Class B Common Stock, par value $0.10 (collectively, the "Common
Stock"), of Figgie International, Inc., a Delaware corporation (the "Issuer").
The principal executive office and mailing address of the Issuer is 5875
Landerbrook Drive, Mayfield Heights, Ohio 44124.
Item 2. Identity and Background
- --------------------------------
This Schedule 13D is filed on behalf of Stinson Capital Partners, L.P., a
California limited partnership ("Stinson"); the Carpenters Pension Trust for
Southern California (the "Carpenters Trust"); Richard C. Blum & Associates,
L.P., a California limited partnership ("RCBA L.P."); Richard C. Blum &
Associates, Inc., a California corporation ("RCBA Inc."); and Richard C. Blum,
the Chairman and a substantial shareholder of RCBA Inc. (collectively, the
"Reporting Persons").
Stinson is a California limited partnership 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 Stinson and an investment adviser to
the Carpenters Trust. In addition to Stinson and the Carpenters Trust, the
shares of Common Stock were acquired on behalf of certain other limited
partnerships and investment advisory clients for which RCBA L.P. serves as
general partner and investment adviser.
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. 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:
Name and Business Citizen- Principal Occupation
Office Held Address ship or Employment
- -------------------- ----------------------- --------- --------------------
Richard C. Blum 909 Montgomery St. USA President & Chairman
President, Chairman Suite 400 RCBA L.P.
and Director San Francisco, CA 94133
Nils Colin Lind 909 Montgomery St. Norway Managing Director
Managing Director Suite 400 RCBA L.P.
and Director San Francisco, CA 94133
CUSIP NO. 316828508, 316828607 SCHEDULE 13D Page 8 of 28
Name and Business Citizen- Principal Occupation
Office Held Address ship or Employment
- -------------------- ----------------------- --------- --------------------
Jeffrey W. Ubben 909 Montgomery St. USA Managing Director
Managing Director Suite 400 of Investments,
of Investments San Francisco, CA 94133 RCBA L.P.
Murray A. Indick 909 Montgomery St. USA Managing Director
Managing Director, Suite 400 and General Counsel,
General Counsel and San Francisco, CA 94133 RCBA L.P.
Secretary
George F. Hamel, Jr. 909 Montgomery St. USA Managing Director
Managing Director Suite 400 of Marketing,
of Marketing San Francisco, CA 94133 RCBA L.P.
Marc T. Scholvinck 909 Montgomery St. USA Managing Director
Managing Director Suite 400 and Chief Financial
and Chief Financial San Francisco, CA 94133 Officer,
Officer RCBA, L.P.
William C. Johnston 909 Montgomery St. USA Managing Director
Managing Director Suite 400 of Investments,
of Investments San Francisco, CA 94133 RCBA L.P.
John C. Walker 909 Montgomery St. USA Managing Director
Managing Director Suite 400 of Investments,
of Investments San Francisco, CA 94133 RCBA L.P.
Thomas L. Kempner 40 Wall Street USA Chairman, Loeb
Director New York, NY 10005 Partners Corporation,
Investment Banking
Business
The Carpenters Trust is a trust, governed by a board of trustees. Its
principal office is located at 520 South Virgil Avenue, 4th Floor, Los
Angeles, California 90020. The names of the executive officers and trustees
of the Carpenters Trust, their addresses, citizenship and principal occupation
are as follows:
Name and Business Citizen- Principal Occupation
Office Held Address ship or Employment
- -------------------- ----------------------- --------- --------------------
Kim Fromer 22225 Acorn Street USA President,
Trustee Chatsworth, CA 91311 Fromer, Inc.
Curtis Conyers, Jr. 4719 Exposition Blvd. USA President,
Trustee Los Angeles, CA 90016 Richard Lane Company
CUSIP NO. 316828508, 316828607 SCHEDULE 13D Page 9 of 28
Name and Business Citizen- Principal Occupation
Office Held Address ship or Employment
- -------------------- ----------------------- --------- --------------------
Richard Harris 292 North Wilshire USA General Manager,
Trustee Anaheim, CA 92801 Wesseln Construction
Company, Inc.
Ralph Larison 1925 Water Street USA President,
Trustee Long Beach, CA 90802 Connolly-Pacific Co.
Bert Lewitt 2901 28th Street USA President, Morley
Trustee Santa Monica, CA 90405 Construction Co.
Ronald W. Tutor 15901 Olden Street USA President,
Co-Chairman, Sylmar, CA 91342 Tutor-Saliba Corp.
Trustee
J.D. Butler 412 Dawson Drive USA Executive Secretary,
Trustee Camarillo, CA 93010 Gold Coast District
Council of Carpenters
James K. Bernsen, 520 South Virgil Ave USA Secretary-Treasurer,
Trustee Los Angeles, CA 90020 Southern California-
Nevada Regional
Council of Carpenters
Douglas J. McCarron, 520 South Virgil Ave USA Secretary-Treasurer,
Co-Chairman, Los Angeles, CA 90020 Southern California
Trustee District Council of
Carpenters
Bill Perry 520 South Virgil Ave USA Retired
Trustee Los Angeles, CA 90020
Robert J. Sheets 520 South Virgil Ave USA Controller, Southern
Trustee Los Angeles, CA 90020 California-Nevada
Regional Council of
Carpenters
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.
CUSIP NO. 316828508, 316828607 SCHEDULE 13D Page 10 of 28
Item 3. Source and Amount of Funds or Other Consideration
- ----------------------------------------------------------
The source of funds for the purchases of securities was the working capital of
the Reporting Persons, including RCBA L.P.'s limited partnerships and
investment advisory clients.
Item 4. Purpose of Transaction
- -------------------------------
The purpose of the acquisition of the securities is for investment, and the
acquisitions of the securities were made in the ordinary course of business
and were not made for the purpose of acquiring control of the Issuer.
On May 7, 1998, the Reporting Persons entered into a Stock Purchase Agreement
(the "Agreement") with members of the Figgie family (the "Sellers") pursuant
to which the Reporting Persons agreed to buy all the Sellers' shares of Common
Stock for a cash purchase price of $15.63 per share, and to pay additional
contingent consideration as set forth in the Agreement. On May 11, 1998, the
stock purchases contemplated by the Stock Purchase Agreement were consummated,
and the Reporting Persons purchased an aggregate of 1,332,046 shares of Common
Stock from the Sellers for an aggregate purchase price of approximately $20.8
million. The provisions of the Agreement, a copy of which is attached hereto
as Exhibit B, are incorporated herein by reference.
The Reporting Persons are making this investment for investment purposes and
plan to participate actively in the direction of the Issuer. A condition of
the Agreement is the appointment of a designee of the Reporting Persons to the
Board of Directors of Issuer. On May 4, 1998, N. Colin Lind, a Managing
Director of RCBA L.P. and RCBA Inc., was appointed a director of Issuer.
Other than as set forth in this statement, the Reporting Persons do not have
any specific plan or proposal to acquire or dispose of the Common Stock,
although, consistent with its investment purpose, each Reporting Person at any
time and from time to time may acquire additional Common Stock or dispose of
any or all of its Common Stock depending upon an ongoing evaluation of the
investment in the Common Stock, prevailing market conditions, other investment
opportunities, liquidity requirements of the Reporting Persons and/or other
investment considerations.
Also, consistent with the investment purpose, the Reporting Persons may engage
in communications with one or more shareholders of the Issuer, one or more
officers of the Issuer and/or one or more members of the board of directors of
the Issuer and/or one or more representatives of the Issuer regarding the
Issuer, including but not limited to its operations. The Reporting Persons
may discuss ideas that, if effected, may result in any of the following: the
acquisition by persons of additional Common Stock of the Issuer, an
extraordinary corporate transaction involving the Issuer, and/or changes in
the board of directors or management of the Issuer.
Except to the extent the foregoing may be deemed a plan or proposal, none of
the Reporting Persons has any plans or proposals which relate to, or could
CUSIP NO. 316828508, 316828607 SCHEDULE 13D Page 11 of 28
result in, any of the matters referred to in paragraphs (a) through (j),
inclusive, of the instructions to Item 4 of Schedule 13D. The Reporting
Persons may, at any time and from time to time, review or reconsider their
position and/or change their purpose and/or formulate plans or proposals with
respect thereto.
Item 5. Interest in Securities of the Issuer
- ---------------------------------------------
(a),(b) According to the Issuer's most recent Form 10-K, there were 13,760,096
shares of Class A Common Stock and 4,711,547 shares of Class B Common Stock
issued and outstanding as of February 10, 1998. Based on such information,
after taking into account the transactions described in Item 5(c) below, the
Reporting Persons report the following direct holdings and corresponding
percentage interests in the Common Stock: Stinson, 312,206 shares Class A
Common Stock and 388,700 shares of Class B Common Stock; Carpenters Trust,
309,282 shares of Class A Common Stock and 532,727 shares of Class B Common
Stock; and, 166,755 shares of Class A Common Stock and 331,171 shares of Class
B Common Stock owned by RCBA, L.P.'s other limited partnerships and investment
advisory clients.
In addition, because RCBA L.P. has voting and investment power with respect to
69,670 shares of Class A Common Stock and 137,135 shares of Class B Common
Stock that are legally owned by The Common Fund for the account of its Equity
Fund ("The Common Fund"), those shares are reported as beneficially owned by
RCBA L.P. The Common Fund is principally engaged in the business of managing
investments for educational institutions. The principal administrative office
of The Common Fund is located at 450 Post Road East, Westport, Connecticut
06881-0909. The Common Fund disclaims membership in a group with any of the
Reporting Persons, and disclaims beneficial ownership of any shares held by
the Reporting Persons.
Voting and investment power concerning the above shares are held solely by
RCBA L.P. The Reporting Persons therefore may be deemed to be members in a
group, in which case each Reporting Person would be deemed to have beneficial
ownership of an aggregate of 857,913 shares of Class A Common Stock and
1,389,733 shares of Class B Common Stock, which is 6.2% and 29.5%,
respectively, of the outstanding Common Stock. As the sole general partner of
RCBA L.P., RCBA Inc. is deemed the beneficial owner of the securities over
which RCBA L.P. has voting and investment power. As Chairman, director and a
substantial shareholder of RCBA Inc., Richard C. Blum might be deemed to be
the beneficial owner of the securities beneficially owned by RCBA Inc.
Although Mr. Blum is joining in this Schedule as a Reporting Person, the
filing of this Schedule shall not be construed as an admission that he, or any
of the other shareholders, directors or executive officers of RCBA Inc. is,
for any purpose, the beneficial owner of any of the securities that are
beneficially owned by RCBA Inc.
CUSIP NO. 316828508, 316828607 SCHEDULE 13D Page 12 of 28
(c) During the last 60 days, the Reporting Persons acquired the following
shares of Common Stock as follows:
(1) Open market purchase
(2) Per Stock Purchase Agreement
Price per Nature of
Trade Date Class Shares Share Transaction
---------- ------- ------- --------- -----------
Stinson:
3/13/98 Class A 30,900 13.44 (1)
3/13/98 Class B 10,400 12.00 (1)
3/16/98 Class A 3,000 13.44 (1)
3/19/98 Class A 2,600 13.63 (1)
3/19/98 Class B 1,300 12.25 (1)
3/30/98 Class A 4,900 13.69 (1)
4/01/98 Class B 8,600 12.75 (1)
4/03/98 Class A 10,000 14.13 (1)
4/02/98 Class B 2,200 12.75 (1)
4/03/98 Class B 12,500 12.87 (1)
4/06/98 Class B 26,300 13.11 (1)
4/07/98 Class A 11,700 14.19 (1)
4/08/98 Class A 25,600 14.26 (1)
4/09/98 Class B 13,900 13.25 (1)
4/09/98 Class A 6,900 14.38 (1)
4/13/98 Class A 22,100 14.63 (1)
4/14/98 Class A 21,400 14.56 (1)
4/15/98 Class A 7,000 14.69 (1)
4/15/98 Class B 3,600 13.25 (1)
4/16/98 Class A 20,000 14.91 (1)
4/16/98 Class A 90,100 14.81 (1)
4/17/98 Class A 9,400 14.88 (1)
5/06/98 Class A 46,606 15.63 (2)
5/06/98 Class B 305,900 15.63 (2)
Carpenters Trust:
3/13/98 Class A 44,300 13.44 (1)
3/13/98 Class B 31,200 12.00 (1)
3/16/98 Class A 3,900 13.44 (1)
3/19/98 Class A 4,000 13.63 (1)
3/19/98 Class B 2,000 12.25 (1)
3/30/98 Class A 4,900 13.69 (1)
4/01/98 Class B 7,000 12.75 (1)
4/03/98 Class A 8,900 14.13 (1)
4/03/98 Class B 11,000 12.87 (1)
4/06/98 Class B 16,400 13.11 (1)
4/07/98 Class A 7,300 14.19 (1)
4/08/98 Class A 17,300 14.26 (1)
4/09/98 Class B 8,900 13.25 (1)
4/09/98 Class A 4,500 14.38 (1)
CUSIP NO. 316828508, 316828607 SCHEDULE 13D Page 13 of 28
Price per Nature of
Trade Date Class Shares Share Transaction
---------- ------- ------- --------- -----------
4/13/98 Class A 15,500 14.63 (1)
4/14/98 Class A 16,000 14.56 (1)
4/15/98 Class A 5,700 14.69 (1)
4/15/98 Class B 2,800 13.25 (1)
4/16/98 Class A 17,700 14.91 (1)
4/16/98 Class A 80,800 14.81 (1)
4/17/98 Class A 9,400 14.88 (1)
5/06/98 Class A 69,082 15.63 (2)
5/06/98 Class B 453,427 15.63 (2)
RCBA L.P.'s other limited partnerships and investment advisory clients:
3/13/98 Class A 27,800 13.44 (1)
3/13/98 Class B 23,400 12.00 (1)
3/16/98 Class A 3,100 13.44 (1)
3/19/98 Class A 3,400 13.63 (1)
3/19/98 Class B 1,700 12.25 (1)
3/30/98 Class A 4,700 13.69 (1)
4/01/98 Class B 4,900 12.75 (1)
4/03/98 Class A 6,900 14.13 (1)
4/03/98 Class B 8,600 12.87 (1)
4/06/98 Class B 12,800 13.11 (1)
4/07/98 Class A 6,000 14.19 (1)
4/08/98 Class A 14,100 14.26 (1)
4/08/98 Class B 10,000 13.00 (1)
4/09/98 Class B 7,200 13.25 (1)
4/09/98 Class A 3,600 14.38 (1)
4/13/98 Class A 12,400 14.63 (1)
4/14/98 Class A 12,600 14.56 (1)
4/15/98 Class A 4,200 14.69 (1)
4/15/98 Class B 2,100 13.25 (1)
4/16/98 Class A 12,600 14.91 (1)
4/16/98 Class A 58,100 14.81 (1)
4/17/98 Class A 6,500 14.88 (1)
5/06/98 Class A 60,425 15.63 (2)
5/06/98 Class B 396,606 15.63 (2)
(d) and (e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
- ------------------------------------------------------------------------------
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
CUSIP NO. 316828508, 316828607 SCHEDULE 13D Page 14 of 28
arrangements, puts or calls, guarantees of profits, division of profits or
loss, or the giving or withholding of proxies, except (i) as previously
disclosed, or (ii) as noted above, RCBA L.P. has voting and investment power
of the shares held by it for the benefit of the Common Fund.
Item 7. Material to be Filed as Exhibits
- -----------------------------------------
Exhibit A Joint Filing Undertaking.
Exhibit B Stock Purchase Agreement
CUSIP NO. 316828508, 316828607 SCHEDULE 13D Page 15 of 28
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
Dated: May 12, 1998
STINSON CAPITAL PARTNERS, L.P. THE CARPENTERS PENSION TRUST FOR
SOUTHERN CALIFORNIA
By: Richard C. Blum & Associates, L.P
its general partner By: Richard C. Blum & Associates, L.P.
its investment adviser
By: /s/ Murray A. Indick
----------------------- By: /s/ Murray A. Indick
Murray A. Indick -----------------------------
Managing Director and Murray A. Indick
General Counsel Managing Director and
General Counsel
RICHARD C. BLUM & ASSOCIATES, L.P. RICHARD C. BLUM & ASSOCIATES, INC.
By /s/ Murray A. Indick By /s/ Murray A. Indick
------------------------------- -----------------------------------
Murray A. Indick Murray A. Indick
Managing Director Managing Director, General Counsel
and General Counsel and Secretary
/s/ Murray A. Indick
---------------------------------------
RICHARD C. BLUM
By Murray A. Indick, Attorney-in-Fact
CUSIP NO. 316828508, 316828607 SCHEDULE 13D Page 16 of 28
Exhibit A
JOINT FILING UNDERTAKING
The undersigned, being duly authorized thereunto, hereby execute this
agreement as an exhibit to this Schedule 13D to evidence the agreement of the
below-named parties, in accordance with the rules promulgated pursuant to the
Securities Exchange Act of 1934, to file this Schedule jointly on behalf of
each such party.
Dated: May 12, 1998
STINSON CAPITAL PARTNERS, L.P. THE CARPENTERS PENSION TRUST FOR
SOUTHERN CALIFORNIA
By: Richard C. Blum & Associates, L.P
its general partner By: Richard C. Blum & Associates, L.P.
its investment adviser
By: /s/ Murray A. Indick
----------------------- By: /s/ Murray A. Indick
Murray A. Indick -----------------------------
Managing Director and Murray A. Indick
General Counsel Managing Director and
General Counsel
RICHARD C. BLUM & ASSOCIATES, L.P. RICHARD C. BLUM & ASSOCIATES, INC.
By /s/ Murray A. Indick By /s/ Murray A. Indick
------------------------------- -----------------------------------
Murray A. Indick Murray A. Indick
Managing Director Managing Director, General Counsel
and General Counsel and Secretary
/s/ Murray A. Indick
---------------------------------------
RICHARD C. BLUM
By Murray A. Indick, Attorney-in-Fact
CUSIP NO. 316828508, 316828607 SCHEDULE 13D Page 17 of 28
Exhibit B
STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement (this "Agreement") is entered into
as of May 7, 1998 among those persons listed on Schedule A attached hereto
(individually a "Seller" and collectively the "Sellers") and those persons
identified on Schedule B attached hereto (individually a "Buyer" and
collectively the "Buyers")
BACKGROUND
A. The Sellers are the owners of a total of approximately 176,113
shares of Class A Common Stock and 1,155,933 shares of Class B Common Stock
(collectively, the "Shares") of Figgie International, Inc., a Delaware
corporation (the "Company"), as more specifically set forth on Schedule A.
B. Richard C. Blum & Associates, L.P., a California limited
partnership ("RCBA"), is the general partner or investment adviser of each of
the Buyers.
C. The Sellers desire to sell, and the Buyers desire to purchase,
all of the Shares upon the terms and conditions set forth in this Agreement.
NOW, THEREFORE, the parties agree as follows:
1. Basic Transaction
(a) Purchase of Shares. Pursuant to the terms and
conditions set forth below, each Seller shall sell that number of Shares set
forth opposite such Seller's name on Schedule A (with the possible exception
of 32,204 shares as contemplated by Section 2(b) below), and each Buyer shall
purchase that number of Shares set forth opposite such Buyer's name on
Schedule B (adjusted in Buyer's sole discretion to reflect the possible
exception of 32,204 shares referenced above).
(b) Purchase Price. The purchase price is $15.63 net per
Share, for a total purchase price of $20,819,878.98 for the 1,332,046 Shares,
plus additional contingent consideration as set forth in Section 3 below.
2. Conditions; Closing.
(a) Buyers' Conditions. The Buyers' obligations under this
Agreement are conditioned upon (i) by 11:59 p.m., San Francisco time, May 4,
1998, one designee of RCBA being appointed a director of the Company, and (ii)
all of the Shares being sold to the Buyers (with the possible exception of
32,204 shares as contemplated by Section 2(b) below). Buyers covenant that
the condition in Section 2(a)(i) has been satisfied.
(b) Settlement Date. If the conditions in Section 2(a)
are satisfied or waived, there shall be one or more settlement dates at the
CUSIP NO. 316828508, 316828607 SCHEDULE 13D Page 18 of 28
election of Sellers. The first settlement date shall be May 11, 1998 for the
transfer of all Shares, except for a maximum of 32,204 shares of the Company
for which settlement may occur within forty-five (45) days from the date of
this Agreement. If there is a second settlement date, Buyers shall receive at
least two (2) business days' prior notice of all material terms of that
settlement (including the settlement date and the number of shares being
transferred by each Seller). In exchange for the Sellers' good delivery of
the shares being transferred on a settlement date, the Buyers will wire
transfer immediately available funds into each Seller's account an amount
equal to the purchase price of the shares being transferred, pursuant to wire
transfer instructions to be provided by each Seller to RCBA. Sellers shall
not be in breach of their obligations hereunder if the second settlement does
not occur for any reason.
3. Contingent Consideration.
(A) Triggering Events. The Buyers will pay additional
contingent consideration to the Sellers pursuant to this Section 3 if but only
if all of the following conditions occur:
(i) Within nine months of the date hereof, an offer is
made to all holders of a class of the Company's common stock to purchase all
or a portion of such shares.
(ii) Such offer is made either:
(A) By any Buyer or any of its "Affiliates"
(as defined below) pursuant to a merger proposal, tender offer or other
comparable transaction. (An "Affiliate" means, with respect to any specified
person, any person that directly, or indirectly through one or more
intermediaries, controls, is controlled by or is under common control with
such specified person.); or
(B) By the Company or its successor pursuant
to an "issuer tender offer" governed by Rule 13e-4 of the Securities Exchange
Act of 1934, as amended (the "Exchange Act") for more than 5% of the
outstanding shares of such class of shares. Notwithstanding the foregoing but
subject to Section 3(a)(iv) below, if the Company makes any offer to acquire
any of its common shares as part of a transaction to effect the acquisition,
merger or recapitalization of the Company by another party that is neither a
Buyer nor an Affiliate of any Buyer, this Section will have no effect.
(ii) The net amount to be received by such holders is
in excess of $15.63 per share.
(iv) The transaction is consummated thereafter,
including a transaction initiated by a Buyer or any of its Affiliates but
consummated or topped by a transaction initiated and consummated by a third
party unaffiliated with Buyers or any of its Affiliates (the "Subsequent
Transaction").
CUSIP NO. 316828508, 316828607 SCHEDULE 13D Page 19 of 28
(b) Additional Consideration. If all of the conditions of
Section 3(A) are satisfied, then within three days after the consummation of
the Subsequent Transaction, the Buyers will pay the Sellers additional
consideration for their Shares computed as follows:
(i) Each Seller's number of Shares being sold
pursuant to this Agreement will be multiplied by one-half of the amount by
which (A) the lesser of (1) $17.00, or (2) the net amount received by the
Company's shareholders for each share sold pursuant to the Subsequent
Transaction, exceeds (B) $15.63 per share.
(ii) If the Subsequent Transaction is an offer
covered by Section 3(a)(ii)(B) for a portion, but not all, of a class of the
outstanding common shares of the Company, the amount derived in Section
3(b)(i) above will be reduced to reflect the number of Shares such Seller
could have sold and the Company would have purchased pursuant to the
Subsequent Transaction if such Seller were a shareholder of the Company.
4. Representations of Sellers. Each Seller, as to itself but as
to no other Seller, hereby represents, warrants and covenants to the Buyers
that:
(a) Ownership. Such Seller owns his Shares free and clear
of any pledge, lien, charge, claim, security interest or other encumbrance of
any kind, nature or description. Such Seller's Shares are validly issued,
fully paid and non-assessable.
(b) Authority and Compliance. Such Seller has full power
and authority to transfer his Shares and has complied with or will comply with
all legal requirements, if any, in connection with the sale of his Shares.
Such transfer will not violate the rights of any third party.
(c) No Restrictions. The Shares being transferred by such
Seller are either free of any transfer restrictions applicable to such Seller
or, if there are any transfer restrictions, such Seller has received
assurances from the Company and/or its counsel that such restrictions will not
prevent the transfer of such Shares pursuant to the terms set forth in this
Agreement.
5. Representations of Buyers. Each Buyer, as to itself but as
to no other Buyer, hereby represents, warrants and covenants to the Sellers
that:
(a) Accredited. Such Buyer is an accredited investor as
defined in Regulation D under The Securities Act of 1933, as amended (the
"Securities Act").
(b) Investment Intent. The Shares being acquired by such
Buyer are being acquired for investment for Buyer's own account, and not with
a view to a distribution of any part thereof.
CUSIP NO. 316828508, 316828607 SCHEDULE Page 20 of 28
(c) Transfer. Such Buyer understands that it must bear the
economic risk of this investment in the Shares for an indefinite period of
time because the sale to the Buyers of such Shares has not been registered
under the Securities Act and such Shares cannot be transferred by such Buyer
unless such transfer is registered under the Act or an exemption from such
registration is available, and such share certificates may bear a legend to
such effect.
(d) Authority and Compliance. Such Buyer has full power
and authority to purchase its Shares and has complied with or will comply with
all legal requirements, if any, in connection with the purchase of its Shares.
6. Miscellaneous.
(a) Further Action. Each party agrees to use reasonable
efforts to take, or cause to be taken, all action and to do, or cause to be
done, all things necessary, proper or advisable to consummate and make
effective the transactions contemplated by this Agreement.
(b) Entire Agreement; Successors and Assigns. This
Agreement constitutes the entire understanding among the parties with regard
to the subjects hereof, superseding all prior understandings, agreements,
representations and negotiations, whether oral or written. The terms and
conditions of this Agreement will inure to the benefit of, and be binding
upon, the respective executors, administrators, heirs, successors and assigns
of the parties.
(c) Choice of Law. This Agreement will be interpreted and
enforced in accordance with the laws of the State of Delaware as applied to
contracts executed and performed entirely therein.
(d) Counterparts. This Agreement may be signed in any
number of counterparts and by facsimile, and when so signed and delivered will
have the same effect as if all signatures appeared on the same document.
(e) Notices. All notices required or permitted under this
Agreement must be given in writing (which may include facsimile). All notices
will be effective upon the earlier of (i) receipt (including confirmation that
a facsimile has been received) or (ii) five business days after being
deposited in the U.S. mail or two business days after being delivered to an
overnight courier, in each case properly addressed as set forth on Schedule A
or B (as the case may be), as such address may be changed by proper notice to
the other parties.
(f) Interpretation. All parties have been assisted by
counsel in connection with this Agreement. The normal rule of construction
that any ambiguity will be resolved against the drafting party will not be
used in the interpretation of this Agreement.
CUSIP NO. 316828508, 316828607 SCHEDULE 13D Page 21 of 28
(g) Gender and Number. As the context so requires, (i) the
masculine gender will include the feminine and neuter, and vice versa, and
(ii) the singular will include the plural, and vice versa.
(h) [reserved]
(i) Amendment of Agreement. This Agreement may be amended
only by a written instrument signed by all of the parties.
(j) Severability. If any provision of this Agreement or
the application of any such provision to any party is held by a court of
competent jurisdiction to be contrary to law, such provision will be deemed
amended to the minimum extent possible to comply with such law, and the
remaining provisions of this Agreement will remain in full force and effect.
(k) Attorneys' Fees. If it becomes necessary for any party
to initiate legal action or any other proceeding to enforce, defend or
construe such party's rights or obligations under this Agreement, the
prevailing party will be entitled to reasonable costs and expenses, including
attorneys' fees and costs, incurred and paid in connection with such action or
proceeding.
(l) Fees and Expenses. The Sellers, on the one hand, and
the Buyers, on the other, shall each bear their own respective fees and costs
in connection with the negotiation and execution of this Agreement and the
consummation of the transactions contemplated hereby, including the payment of
any commission, finder's fee or similar payment because of any act or omission
by such party.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
CUSIP NO. 316828508, 316828607 SCHEDULE 13D Page 22 of 28
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date set forth above.
THE SELLERS:
- ---------------------------------------
HARRY FIGGIE, JR.
- ---------------------------------------
NANCY F. FIGGIE
- ---------------------------------------
HARRY E. FIGGIE, III
MARK F. FIGGIE INTER VIVOS TRUST
U/A 6/19/86
BY:
----------------------------------
MARK P. FIGGIE, TRUSTEE
- ---------------------------------------
MATTHEW PRIOR FIGGIE
THE HARRY E. FIGGIE, JR.
IRREVOCABLE TRUST DATED 11/17/65
FOR THE BENEFIT OF MATTHEW P.
FIGGIE
BY: WILMINGTON TRUST COMPANY,
TRUSTEE
BY:
---------------------------------------
CUSIP NO. 316828508, 316828607 SCHEDULE 13D Page 23 of 28
THE HARRY E. FIGGIE, JR.
IRREVOCABLE TRUST DATED 11/17/65
FOR THE BENEFIT OF MARK P. FIGGIE
BY: WILMINGTON TRUST COMPANY,
TRUSTEE
BY:
---------------------------------------
THE HARRY E. FIGGIE, JR.
IRREVOCABLE TRUST DATED 11/17/65
FOR THE BENEFIT OF HARRY E.
FIGGIE III
BY: WILMINGTON TRUST COMPANY,
TRUSTEE
BY:
---------------------------------------
THE HARRY E. FIGGIE, JR.
IRREVOCABLE TRUST AGREEMETN DATED
FEBRUARY 16, 1972
BY:
-----------------------------------
HARRY E. FIGGIE, III, TRUSTEE
THE HARRY E. FIGGIE, JR. AND NANCY F.
FIGGIE IRREVOCABLE TRUST AGREEMENT
DATED SEPTEMBER 13, 1991
BY:
-----------------------------------
HARRY E. FIGGIE, III, TRUSTEE
BY:
----------------------------------
DAVID L. CARPENTER, TRUSTEE
CUSIP NO. 316828508, 316828607 SCHEDULE 13D Page 24 of 28
THE HARRY E. FIGGIE, JR. IRREVOCABLE
TRUST AGREEMENT DATED APRIL 21,
1989 FBO
BY: WILMINGTON TRUST COMPANY,
TRUSTEE
BY:
-----------------------------------
HARRY E. FIGGIE, III, TRUSTEE
TRUST AGREEMENT DATED JULY 15,
1976, OF HARRY E. FIGGIE, JR.
BY:
----------------------------------
HARRY E. FIGGIE, JR., TRUSTEE
CLARK-RELIANCE CORPORATION
BY:
----------------------------------
TRUST AGREEMENT DATED SEPTEMBER 7,
1976 OF NANCY F. FIGGIE
BY:
----------------------------------
NANCY F. FIGGIE, TRUSTEE
F.E.F. & CO.
BY:
----------------------------------
HARRY E. FIGGIE, JR.
BY:
----------------------------------
HARRY E. FIGGIE, III
THE CLARK-RELIANCE CORPORATION
PROFIT SHARING PLAN
BY:
----------------------------------
Vice President
CUSIP NO. 316828508, 316828607 SCHEDULE 13D Page 25 of 28
THE BUYERS:
STINSON CAPITAL PARTNERS, L.P.
STINSON CAPITAL PARTNERS II, L.P.
BK CAPITAL PARTNERS IV, L.P.
By Richard C. Blum & Associates, L.P.,
its General Partner
By Richard C. Blum & Associates, Inc.
Inc., its General Partner
By:
-------------------------
Name: N. Colin Lind
Title: Managing Director
STINSON CAPITAL FUND (CAYMAN), LTD.
INSURANCE COMPANY SUPPORTED
ORGANIZATIONS PENSION PLAN
UNITED BROTHERHOOD OF CARPENTERS
AND JOINERS OF AMERICA LOCAL UNIONS
AND COUNCILS PENSION FUND
THE CARPENTERS PENSION TRUST FOR
SOUTHERN CALIFORNIA
THE COMMON FUND
By Richard C. Blum & Associates, L.P.,
its Investment Adviser
By Richard C. Blum & Associates, Inc.,
its General Partner
By
--------------------------
Name: N. Colin Lind
Title: Managing Director
CUSIP NO. 316828508, 316828607 SCHEDULE 13D Page 26 of 28
SCHEDULE A
SELLERS
Shares Being Sold
Sellers Class A Class B Total Purchase Price
Harry E. Figgie, Jr. 2,916 670 3,586 $56,049.18
Nancy F. Figgie 58 58 116 $1,813.08
Harry E. Figgie, III 9,305 58,347 67,652 $1,057,400.76
Mark P. Figgie 58,189 58,189 $909,494.07
Inter Vivos Trust
U/A 6/19/86
Matthew Prior Figgie 465 465 $7,267.95
The Harry E. Figgie, Jr. 732 2,499 3,231 $50,500.53
Irrevocable Trust dated
11/17/65 for the Benefit
of Matthew P. Figgie
The Harry E. Figgie, Jr. 732 2,499 3,232 $50,516.16
Irrevocable Trust dated
11/17/65 for the Benefit
of Mark P. Figgie
The Harry E. Figgie, Jr. 732 2,499 3,231 $50,500.53
Irrevocable Trust dated
11/17/65 for the Benefit
of Harry E. Figgie, III
Harry E. Figgie, Jr. 47,493 47,493 $742,315.59
Irrevocable Trust
Agreement Dated
February 16, 1972
Harry E. Figgie, Jr. 10,000 10,000 $156,300.00
and Nancy F. Figgie
Irrevocable Trust
Agreement dated
September 13, 1991
Harry E. Figgie, Jr. 209,504 209,504 $3,274,547.52
Irrevocable Trust
Agreement dated
April 21, 1989 FBO
CUSIP NO. 316828508, 316828607 SCHEDULE 13D Page 27 of 28
Sellers Class A Class B Total Purchase Price
Trust Agreement dated 112,141 565,527 677,668 $10,591,950.84
July 15, 1976 of Harry
E. Figgie, Jr.
Clark Reliance Corporation 37,844 134,564 172,408 $2,694,737.04
Trust Agreement dated 57,823 57,823 $903,773.49
September 7, 1976 of
Nancy E. Figgie
FEF & Co. 1,500 2,112 3,612 $56,455.56
Huntington National 152 13,684 13,836 $216,256.68
Bank, Trustee Under
The Clark-Reliance
Corp. Profit Sharing
and Savings Trust
and Plan ------- --------- --------- --------------
176,113 1,155,933 1,332,046 $20,819,878.98
CUSIP NO. 316828508, 316828607 SCHEDULE Page 28 of 28
SCHEDULE B
BUYERS
Shares Being Purchased
Buyers Name and Address (1) Class A Class B Total Purchase Price
Stinson Capital 46,606 305,900 352,506 $5,509,668.78
Partners, L.P.
Stinson Capital 9,765 64,096 73,861 1,154,447.43
Partners II, L.P.
BK Capital Partners n 3,011 19,760 22,771 355,910.73
IV, L.P.
Stinson Capital Fund 3,583 23,515 27,098 423,541.74
(Cayman), Ltd.
Insurance Company Supported 23,655 155,262 178,917 2,796,472.71
Organizations Pension Plan
United Brotherhood of 2,641 17,338 19,979 312,271.77
Carpenters and Joiners
of America Local Unions
and Councils Pension Fund
The Carpenters Pension 69,082 453,427 522,509 8,166,815.67
Trust for Southern
California
The Common Fund 17,770 116,635 134,405 2,100,750.15
------- --------- --------- --------------
176,113 1,155,933 1,332,046 $20,819,878.98
(1) The address for each Buyer is:
c/o Richard C. Blum & Associates, L.P.
909 Montgomery Street, Suite 400
San Francisco, CA 94133
Attn: General Counsel
TEL: 415-434-1111
FAX: 415-434-3130
