UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
OSHKOSH B'GOSH, INC.
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
688222-20-7
(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)
August 29, 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<PAGE>
that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
Page 2 of 19
Exhibit Index Located on Page 18<PAGE>
CUSIP NO. 688222-20-7 SCHEDULE 13D Page 3 of 19
1 Name of Reporting Person STINSON CAPITAL PARTNERS, L.P.
IRS Identification No. of Above Person 94-3432358
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 934,700*
BENEFICIALLY
OWNED BY EACH 9 Sole Dispositive Power -0-
REPORTING
PERSON WITH
10 Shared Dispositive Power 934,700*
11 Aggregate Amount Beneficially Owned by Each Reporting
Person 934,700*
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain
Shares [ ]
13 Percent of Class Represented by Amount in Row 11 8.4%*
14 Type of Reporting Person PN
* See Item 5 below.<PAGE>
CUSIP NO. 688222-20-7 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) [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 934,700*
BENEFICIALLY
OWNED BY EACH 9 Sole Dispositive Power -0-
REPORTING
PERSON WITH
10 Shared Dispositive Power 934,700*
11 Aggregate Amount Beneficially Owned by Each Reporting
Person 934,700*
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain
Shares [ ]
13 Percent of Class Represented by Amount in Row 11 8.4%*
14 Type of Reporting Person PN
* See Item 5 below<PAGE>
CUSIP NO. 688222-20-7 SCHEDULE 13D Page 5 of 19
1 Name of Reporting Person THE CARPENTERS PENSION
TRUST FOR SOUTHERN
CALIFORNIA
IRS Identification No. of Above Person 94-6042875
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 934,700*
BENEFICIALLY
OWNED BY EACH 9 Sole Dispositive Power -0-
REPORTING
PERSON WITH
10 Shared Dispositive Power 934,700*
11 Aggregate Amount Beneficially Owned by Each Reporting
Person 934,700*
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain
Shares [ ]
13 Percent of Class Represented by Amount in Row 11 8.4%*
14 Type of Reporting Person EP
* See Item 5 below.<PAGE>
CUSIP NO. 688222-20-7 SCHEDULE 13D Page 6 of 19
1 Name of Reporting Person INSURANCE COMPANY SUPPORTED
ORGANIZATIONS PENSION PLAN
IRS Identification No. of Above Person 25-6358211
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 934,700*
BENEFICIALLY
OWNED BY EACH 9 Sole Dispositive Power -0-
REPORTING
PERSON WITH
10 Shared Dispositive Power 934,700*
11 Aggregate Amount Beneficially Owned by Each Reporting
Person 934,700*
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain
Shares [ ]
13 Percent of Class Represented by Amount in Row 11 8.4%*
14 Type of Reporting Person EP
* See Item 5 below.<PAGE>
CUSIP NO. 688222-20-7 SCHEDULE 13D Page 7 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) [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 934,700*
BENEFICIALLY
OWNED BY EACH 9 Sole Dispositive Power -0-
REPORTING
PERSON WITH
10 Shared Dispositive Power 934,700*
11 Aggregate Amount Beneficially Owned by Each Reporting
Person 934,700*
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain
Shares [ ]
13 Percent of Class Represented by Amount in Row 11 8.4%*
14 Type of Reporting Person PN, IA
* See Item 5 below.<PAGE>
CUSIP NO. 688222-20-7 SCHEDULE 13D Page 8 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) [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 934,700*
BENEFICIALLY
OWNED BY EACH 9 Sole Dispositive Power -0-
REPORTING
PERSON WITH
10 Shared Dispositive Power 934,700*
11 Aggregate Amount Beneficially Owned by Each Reporting
Person 934,700*
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain
Shares [ ]
13 Percent of Class Represented by Amount in Row 11 8.4%*
14 Type of Reporting Person CO
* See Item 5 below.<PAGE>
CUSIP NO. 688222-20-7 SCHEDULE 13D Page 9 of 19
1 Name of Reporting Person RICHARD C. BLUM
S.S. 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 USA
7 Sole Voting Power -0-*
NUMBER OF
SHARES 8 Shared Voting Power 934,700*
BENEFICIALLY
OWNED BY EACH 9 Sole Dispositive Power -0-*
REPORTING
PERSON WITH
10 Shared Dispositive Power 934,700*
11 Aggregate Amount Beneficially Owned by Each Reporting
Person 934,700*
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain
Shares [ ]
13 Percent of Class Represented by Amount in Row 11 8.4%*
14 Type of Reporting Person IN
* See Item 5 below.<PAGE>
CUSIP NO. 688222-20-7 SCHEDULE 13D Page 10 of 19
Item 1. Security and Issuer
This Amendment No.1 to Schedule 13D relates to shares of
Class A Common Stock (the "Common Stock") of OshKosh B'Gosh,
Inc., a Delaware corporation (the "Issuer"). The principal
executive office and mailing address of the Issuer is 112
Otter Avenue, Oshkosh, Wisconsin 54901.
This Amendment is being filed because of the purchase of
additional shares of Common Stock, as described in Item 5
below.
Item 2. Identity and Background
This Amendment is filed on behalf of Stinson Capital Partners
L.P., a California limited partnership ("Stinson"); BK
Capital Partners IV, L.P., a California limited partnership
("BK IV"); Insurance Company Supported Organizations Pension
Plan ("ICSOPP"); 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.
Stinson and BK IV are each 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 BK IV and an investment
adviser to The Carpenters Trust and ICSOPP.
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:
Principal
Occupation
Name and Citizen- or
Office Held Business Address ship Employment
Richard C. Blum 909 Montgomery St. USA President
President, Suite 400 and
Chairman and San Francisco, CA Chairman,
Director RCBA L.P.<PAGE>
CUSIP NO. 688222-20-7 SCHEDULE 13D Page 11 of 19
Principal
Occupation
Name and Citizen- or
Office Held Business Address ship Employment
Nils Colin Lind 909 Montgomery St. Norway Managing
Managing Suite 400 Director,
Director and San Francisco, CA RCBA L.P.
Director
Jeffrey W. Ubben 909 Montgomery St. USA Managing
Managing Suite 400 Director of
Director of San Francisco, CA Investments,
Investments 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
George F. Hamel, 909 Montgomery St. USA Managing
Jr. Suite 400 Director of
Managing San Francisco, CA Marketing,
Director of RCBA L.P.
Marketing
John H. 909 Montgomery St. USA Managing
Steinhart Suite 400 Director and
Managing San Francisco, CA Chief
Director and Administrati
Chief ve Officer,
Administrative RCBA L.P.
Officer
Marc T. 909 Montgomery St. USA Managing
Scholvinck Suite 400 Director and
Managing San Francisco, CA Chief
Director and Financial
Chief Financial Officer,
Officer RCBA L.P.
Peter E. 909 Montgomery St. USA Managing
Rosenberg Suite 400 Director of
Managing San Francisco, CA Development,
Director of RCBA L.P.
Development and
Director
Michael Kane 909 Montgomery St. USA Managing
Managing Suite 400 Director of
Director of San Francisco, CA Investments,
Investments RCBA L.P.<PAGE>
CUSIP NO. 688222-20-7 SCHEDULE 13D Page 12 of 19
Principal
Occupation
Name and Citizen- or
Office Held Business Address ship Employment
Thomas L. 40 Wall Street USA Chairman,
Kempner New York, NY 10005 Loeb
Director Partners
Corporation,
Investment
Banking
Business
Donald S. 3 Embarcadero Center USA Howard,
Scherer Suite 700 Rice, et al.
Secretary San Francisco, CA (law firm)
94111
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:
Principal
Name and Citizen- Occupation
Office Held Business Address ship or Employment
Kim Frommer, 22225 Acorn Street USA President,
Trustee Chatsworth, CA Frommer Inc.
91311
Curtis Conyers, 4719 Exposition USA President,
Jr., Trustee Boulevard Richard Lane
Los Angeles, CA Company
90016
Richard Harris, 1717 West Lincoln USA General
Trustee Avenue Manager,
Anaheim, CA 92801 Wesseln
Construction
Co., Inc.
Ralph Larison, 1925 Water Street USA President,
Trustee Long Beach, CA Connoly-Pacific
90802 Co.
Bert Lewitt, 2901 28th Street USA President,
Trustee Santa Monica, CA Morley
90405 Construction
Co.<PAGE>
CUSIP NO. 688222-20-7 SCHEDULE 13D Page 13 of 19
Principal
Name and Citizen- Occupation
Office Held Business Address ship or Employment
Ronald W. Tutor, 15901 Olden Street USA President,
Co-Chairman, Sylmar, CA 91342 Tutor-Saliba
Trustee Corporation
J.D. Butler, 412 Dawson Drive USA Treasurer, Gold
Trustee Camarillo, CA 93010 Coast District
Council of
Carpenters
Douglas J. 520 South Virgil USA General
McCarron, Avenue President,
Chairman, Los Angeles, CA United
Trustee 90020 Brotherhood of
Carpenters and
Joiners of
America
Bill Perry, 520 South Virgil USA Administrative
Trustee Avenue Assistant,
Los Angeles, CA Southern
90020 California
District
Council of
Carpenters
Buddy Self, 911 20th Street USA Financial
Trustee Bakersfield, CA Secretary,
91301 Carpenters
Local Union 743
James K. Bernsen, 520 South Virgil USA Secretary-
Trustee Avenue Treasurer,
Los Angeles, CA Southern
90020 California
District
Council of
Carpenters
ICSOPP is a trust, governed by a board of trustees. The
principal administrative office of ICSOPP is located at 1130
Connecticut Avenue, N.W., Washington, D.C. 20036. The name,
business address and present principal occupation of each of
the trustees and executive officers of ICSOPP are as follows:
Principal
Name and Citizen- Occupation
Office Held Business Address ship or Employment
<PAGE>
CUSIP NO. 688222-20-7 SCHEDULE 13D Page 14 of 19
Robert E. Vagley, American Insurance USA President,
Fiduciary Association American
1130 Connecticut Insurance
Avenue, N.W. Association
Washington, DC
20036
Fred R. Marcon, Insurance Services USA President,
Fiduciary Office Insurance
7 World Trade Services
Center Office
New York, NY 10048
Gail P. Norton, Industrial Risk USA President &
Fiduciary Insurers CEO,
85 Woodland Street Industrial
Hartford, Risk Insurers
Connecticut 06102
A. James Brodsky, Insurance Company USA Director,
Director Supported Insurance
Organizations Company
Pension Plan and Supported
Trust Organizations
1130 Connecticut Pension Plan
Avenue, N.W. and Trust
Washington, DC
20036
* * *
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 purchases of securities was the
working capital of the Reporting Persons.
Item 4. Purpose of Transaction.
The Reporting Persons acquired the Common Stock 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<PAGE>
CUSIP NO. 688222-20-7 SCHEDULE 13D Page 15 of 19
Reporting Persons may, from time to time, dispose of some or
all of the securities of the Issuer that they beneficially
own.
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, or any agreement regarding
such matters, 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 the Issuer, there were 11,189,171
shares of Common Stock issued and outstanding on August 26,
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
Stinson 97,700 0.9%
BK IV 68,700 0.6%
Carpenters Trust 600,100 5.4%
ICSOPP 168,200 1.5%
_______ ____
Total 934,700 8.4%
======= ====
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 934,700 shares of the Common Stock, which
is 8.4% 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.<PAGE>
CUSIP NO. 688222-20-7 SCHEDULE 13D Page 16 of 19
(c) Since the most recent filing on Schedule 13D, the
Reporting Persons purchased the following shares of Common
Stock on the open market:
Name Trade Date Shares Price/Share
Stinson 07-02-96 4,200 18.125
07-05-96 1,400 18.125
BK IV 07-08-96 10,000 18.125
07-09-96 15,000 18.125
07-10-96 2,500 18.125
Carpenters Trust 07-02-96 5,700 18.125
07-05-96 1,900 18.125
07-08-96 10,000 18.125
07-09-96 15,000 18.125
07-10-96 2,500 18.125
07-18-96 20,000 17.500
07-24-96 15,000 16.000
ICSOPP 07-02-96 5,100 18.125
07-05-96 1,700 18.125
(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 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. 688222-20-7 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: August 26, 1996
STINSON CAPITAL PARTNERS, L.P. RICHARD C. BLUM & ASSOCIATES,
BK CAPITAL PARTNERS IV, L.P. L.P.
By Richard C. Blum &
Associates, L.P., its By Richard C. Blum &
General Partner Associates, Inc., its
General Partner
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, RICHARD C. BLUM & ASSOCIATES,
Secretary INC.
THE CARPENTERS PENSION TRUST By /s/ Donald S. Scherer
FOR SOUTHERN CALIFORNIA ____________________________
Donald S. Scherer,
INSURANCE COMPANY SUPPORTED Secretary
ORGANIZATION PENSION PLAN
By Richard C. Blum & /s/ John H. Steinhart
Associates, L.P., its _______________________________
Investment Adviser RICHARD C. BLUM
By Richard C. Blum & By John H. Steinhart
Associates, Inc., its Attorney-in-Fact
General Partner
By /s/ Donald S. Scherer
______________________
Donald S. Scherer,
Secretary<PAGE>
CUSIP NO. 688222-20-7 SCHEDULE 13D Page 18 of 19
INDEX TO EXHIBITS
Sequentially
Item Description Numbered Page
Exhibit A Joint Filing Undertaking 19<PAGE>
CUSIP NO. 688222-20-7 SCHEDULE 13D Page 19 of 19
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: August 26, 1996
STINSON CAPITAL PARTNERS, L.P. RICHARD C. BLUM & ASSOCIATES,
BK CAPITAL PARTNERS IV, L.P. L.P.
By Richard C. Blum &
Associates, L.P., its By Richard C. Blum &
General Partner Associates, Inc., its
General Partner
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, RICHARD C. BLUM & ASSOCIATES,
Secretary INC.
THE CARPENTERS PENSION TRUST By /s/ Donald S. Scherer
FOR SOUTHERN CALIFORNIA ____________________________
Donald S. Scherer,
INSURANCE COMPANY SUPPORTED Secretary
ORGANIZATION PENSION PLAN
By Richard C. Blum & /s/ John H. Steinhart
Associates, L.P., its _______________________________
Investment Adviser RICHARD C. BLUM
By Richard C. Blum & By John H. Steinhart
Associates, Inc., its Attorney-in-Fact
General Partner
By /s/ Donald S. Scherer
______________________
Donald S. Scherer,
Secretary<PAGE>
