UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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)
January 30, 1997
(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 [].
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 5
Exhibit Index Located on Page 4<PAGE>
CUSIP NO. 688222-20-7 SCHEDULE 13D Page 2 of 5
Item 1. Security and Issuer
This Amendment No. 2 to Schedule 13D relates to shares of
Class A Common Stock (the "Common Stock") of OshKosh B'Gosh,
Inc., a Delaware corporation (the "Issuer"). 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. (collectively, the
"Reporting Persons"). The only change from Amendment No. 1
to Schedule 13D is the additional information set forth in
Item 4 below.
Item 4. Purpose of Transaction.
In addition to the plans and proposals set forth in Amendment
No. 2 to Schedule 13D, which are hereby restated by
reference, the Reporting Persons have discussed generally,
and intend to continue to discuss from time to time, with
representatives of the Issuer and with selected shareholders,
a broad range of ideas that the Reporting Persons believe may
enhance shareholder value. Certain of the ideas discussed
might, if effected, result in the acquisition by persons of
additional securities of the Issuer, an extraordinary
corporate transaction such as a merger, recapitalization or
reorganization of the Issuer or its subsidiaries, or a sale
or transfer of a material amount of the assets of the Issuer
or its subsidiaries. The Reporting Persons otherwise have no
new plans or proposals regarding the Issuer that have not
previously been disclosed.
Item 7. Material to be Filed as Exhibits
Exhibit A Joint Filing Undertaking.<PAGE>
CUSIP NO. 688222-20-7 SCHEDULE 13D Page 3 of 5
Signatures
After reasonable inquiry and to the best of their knowledge
and belief, the undersigned certify that the information set
forth in this statement is true, complete and correct.
DATED: February 4, 1997
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/ John H. Steinhart
General Partner _____________________
John H. Steinhart,
Managing Director,
By /s/ John H. Steinhart Chief Administrative
_____________________ Officer and Secretary
John H. Steinhart,
Managing Director,
Chief Administrative RICHARD C. BLUM & ASSOCIATES,
Officer and Secretary INC.
THE CARPENTERS PENSION TRUST By /s/ John H. Steinhart
FOR SOUTHERN CALIFORNIA __________________________
John H. Steinhart,
INSURANCE COMPANY SUPPORTED Managing Director,
ORGANIZATION PENSION PLAN Chief Administrative
Officer and Secretary
By Richard C. Blum &
Associates, L.P., its
Investment Adviser /s/ John H. Steinhart
_____________________________
By Richard C. Blum & RICHARD C. BLUM
Associates, Inc., its
General Partner By John H. Steinhart
Attorney-in-Fact
By /s/ John H. Steinhart
_____________________
John H. Steinhart
Managing Director,
Chief Administrative
Officer and Secretary<PAGE>
CUSIP NO. 688222-20-7 SCHEDULE 13D Page 4 of 5
INDEX TO EXHIBITS
Sequentially
Item Description Numbered Page
Exhibit A Joint Filing Undertaking 5<PAGE>
CUSIP NO. 688222-20-7 SCHEDULE 13D Page 5 of 5
EXHIBIT A
JOINT FILING UNDERTAKING
The undersigned, being duly authorized thereunto, hereby
execute this agreement as an exhibit to this Amendment to
Schedule 13D to evidence the agreement of the below-names
parties, in accordance with rules promulgated pursuant to the
Securities Exchange Act of 1934, to file this Amendment jointly
on behalf of each of such parties.
DATED: February 4, 1997
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/ John H. Steinhart
General Partner _____________________
John H. Steinhart
Managing Director,
By /s/ John H. Steinhart Chief Administrative
_____________________ Officer and Secretary
John H. Steinhart
Managing Director,
Chief Administrative RICHARD C. BLUM & ASSOCIATES,
Officer and Secretary INC.
THE CARPENTERS PENSION TRUST
FOR SOUTHERN CALIFORNIA By /s/ John H. Steinhart
________________________
INSURANCE COMPANY SUPPORTED John H. Steinhart
ORGANIZATION PENSION PLAN Managing Director,
Chief Administrative
By Richard C. Blum & Officer and Secretary
Associates, L.P., its
Investment Adviser
/s/ John H. Steinhart
By Richard C. Blum & ______________________________
Associates, Inc., its RICHARD C. BLUM
General Partner
By John H. Steinhart
By /s/ John H. Steinhart Attorney-in-Fact
_____________________
John H. Steinhart
Managing Director,
Chief Administrative
Officer and Secretary<PAGE>
