UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
KINETIC CONCEPTS INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
49460W-01-0
(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)
July 30, 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.<PAGE>
CUSIP NO. 49460W-01-0 SCHEDULE 13D Page 2 of 27
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
Page 2 of 27
Exhibit Index Located on Page 26<PAGE>
CUSIP NO. 49460W-01-0 SCHEDULE 13D Page 3 of 27
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 8 Shared Voting Power 2,885,000*
SHARES
BENEFICIALLY
OWNED BY EACH 9 Sole Dispositive Power -0-
REPORTING
PERSON WITH
10 Shared Dispositive Power 2,885,000*
11 Aggregate Amount Beneficially Owned by Each Reporting
Person 2,885,000*
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain
Shares [ ]
13 Percent of Class Represented by Amount in Row 11 6.5%*
14 Type of Reporting Person PN
* See Item 5 below.<PAGE>
CUSIP NO. 49460W-01-0 SCHEDULE 13D Page 4 of 27
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 8 Shared Voting Power 2,885,000*
SHARES
BENEFICIALLY
OWNED BY EACH 9 Sole Dispositive Power -0-
REPORTING
PERSON WITH
10 Shared Dispositive Power 2,885,000*
11 Aggregate Amount Beneficially Owned by Each Reporting
Person 2,885,000*
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain
Shares [ ]
13 Percent of Class Represented by Amount in Row 11 6.5%*
14 Type of Reporting Person PN
* See Item 5 below<PAGE>
CUSIP NO. 49460W-01-0 SCHEDULE 13D Page 5 of 27
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 8 Shared Voting Power 2,885,000*
SHARES
BENEFICIALLY
OWNED BY EACH 9 Sole Dispositive Power -0-
REPORTING
PERSON WITH
10 Shared Dispositive Power 2,885,000*
11 Aggregate Amount Beneficially Owned by Each Reporting
Person 2,885,000*
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain
Shares [ ]
13 Percent of Class Represented by Amount in Row 11 6.5%*
14 Type of Reporting Person EP
* See Item 5 below.<PAGE>
CUSIP NO. 49460W-01-0 SCHEDULE 13D Page 6 of 27
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 8 Shared Voting Power 2,885,000*
SHARES
BENEFICIALLY
OWNED BY EACH 9 Sole Dispositive Power -0-
REPORTING
PERSON WITH
10 Shared Dispositive Power 2,885,000*
11 Aggregate Amount Beneficially Owned by Each Reporting
Person 2,885,000*
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain
Shares [ ]
13 Percent of Class Represented by Amount in Row 11 6.5%*
14 Type of Reporting Person EP
* See Item 5 below.<PAGE>
CUSIP NO. 49460W-01-0 SCHEDULE 13D Page 7 of 27
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 8 Shared Voting Power 2,885,000*
SHARES
BENEFICIALLY
OWNED BY EACH 9 Sole Dispositive Power -0-
REPORTING
PERSON WITH
10 Shared Dispositive Power 2,885,000*
11 Aggregate Amount Beneficially Owned by Each Reporting
Person 2,885,000*
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain
Shares [ ]
13 Percent of Class Represented by Amount in Row 11 6.5%*
14 Type of Reporting Person PN, IA
* See Item 5 below.<PAGE>
CUSIP NO. 49460W-01-0 SCHEDULE 13D Page 8 of 27
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 8 Shared Voting Power 2,885,000*
SHARES
BENEFICIALLY
OWNED BY EACH 9 Sole Dispositive Power -0-
REPORTING
PERSON WITH
10 Shared Dispositive Power 2,885,000*
11 Aggregate Amount Beneficially Owned by Each Reporting
Person 2,885,000*
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain
Shares [ ]
13 Percent of Class Represented by Amount in Row 11 6.5%*
14 Type of Reporting Person CO
* See Item 5 below.<PAGE>
CUSIP NO. 49460W-01-0 SCHEDULE 13D Page 9 of 27
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 8 Shared Voting Power 2,885,000*
SHARES
BENEFICIALLY
OWNED BY EACH 9 Sole Dispositive Power -0-*
REPORTING
PERSON WITH
10 Shared Dispositive Power 2,885,000*
11 Aggregate Amount Beneficially Owned by Each Reporting
Person 2,885,000*
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain
Shares [ ]
13 Percent of Class Represented by Amount in Row 11 6.5%*
14 Type of Reporting Person IN
* See Item 5 below.<PAGE>
CUSIP NO. 49460W-01-0 SCHEDULE 13D Page 10 of 27
1 Name of Reporting Person PRISM PARTNERS I, L.P.
IRS Identification No. of Above Person 94-3172939
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 8 Shared Voting Power 2,885,000*
SHARES
BENEFICIALLY
OWNED BY EACH 9 Sole Dispositive Power -0-
REPORTING
PERSON WITH
10 Shared Dispositive Power 2,885,000*
11 Aggregate Amount Beneficially Owned by Each Reporting
Person 2,885,000*
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain
Shares [ ]
13 Percent of Class Represented by Amount in Row 11 6.5%*
14 Type of Reporting Person PN
* See Item 5 below<PAGE>
CUSIP NO. 49460W-01-0 SCHEDULE 13D Page 11 of 27
1 Name of Reporting Person WEINTRAUB CAPITAL MANAGEMENT
IRS Identification No. of Above Person 94-3151493
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 8 Shared Voting Power 2,885,000*
SHARES
BENEFICIALLY
OWNED BY EACH 9 Sole Dispositive Power -0-
REPORTING
PERSON WITH
10 Shared Dispositive Power 2,885,000*
11 Aggregate Amount Beneficially Owned by Each Reporting
Person 2,885,000*
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain
Shares [ ]
13 Percent of Class Represented by Amount in Row 11 6.5%*
14 Type of Reporting Person PN, IA
* See Item 5 below<PAGE>
CUSIP NO. 49460W-01-0 SCHEDULE 13D Page 12 of 27
1 Name of Reporting Person JERALD M. WEINTRAUB
IRS 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 USA
7 Sole Voting Power -0-
NUMBER OF 8 Shared Voting Power 2,885,000*
SHARES
BENEFICIALLY
OWNED BY EACH 9 Sole Dispositive Power -0-
REPORTING
PERSON WITH
10 Shared Dispositive Power 2,885,000*
11 Aggregate Amount Beneficially Owned by Each Reporting
Person 2,885,000*
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain
Shares [ ]
13 Percent of Class Represented by Amount in Row 11 6.5%*
14 Type of Reporting Person IN
* See Item 5 below<PAGE>
CUSIP NO. 49460W-01-0 SCHEDULE 13D Page 13 of 27
Item 1. Security and Issuer
This Schedule 13D relates to shares of common stock (the
"Common Stock") of Kinetic Concepts Inc. (the "Issuer"). The
principal executive office and mailing address of the Issuer
is 8023 Vantage Drive, San Antonio, Texas 78230. This
Amendment to Schedule 13D is being filed because of certain
purchases of Common Stock described below.
Item 2. Identity and Background
This Schedule 13D 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"); The Carpenters Pension Trust for
Southern California (the "Carpenters Trust"); Insurance
Company Supported Organizations Pension Plan ("ICSOPP");
Richard C. Blum & Associates, L.P., a California limited
partnership ("RCBA L.P."); Richard C. Blum & Associates,
Inc., a California corporation ("RCBA Inc."); Richard C.
Blum, the Chairman and a substantial shareholder of RCBA
Inc.; Prism Partners I, L.P., a California limited
partnership ("Prism"); Weintraub Capital Management, a
California general partnership ("WCM"); and Jerald M.
Weintraub, the managing general partner of WCM. Stinson, BK
IV, the Carpenters Trust, ICSOPP, RCBA L.P., RCBA Inc., and
Richard C. Blum are referred to herein as the "Blum Reporting
Persons." Prism, WCM, and Jerald M. Weintraub are referred
to herein as the "Weintraub Reporting Persons."
Blum Reporting Persons
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:<PAGE>
CUSIP NO. 49460W-01-0 SCHEDULE 13D Page 14 of 27
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.
Nils Colin Lind 909 Montgomery St. Norway Managing
Managing Suite 400 Director,
Director and San Francisco, CA RCBA L.P.
Director
Jeffrey W. 909 Montgomery St. USA Managing
Ubben Suite 400 Director of
Managing San Francisco, CA Investments,
Director of RCBA L.P.
Investments
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. 909 Montgomery St. USA Managing
Hamel, 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<PAGE>
CUSIP NO. 49460W-01-0 SCHEDULE 13D Page 15 of 27
Principal
Occupation
Name and Citizen- or
Office Held Business Address ship Employment
Michael Kane 909 Montgomery St. USA Managing
Managing Suite 400 Director of
Director of San Francisco, CA Investments,
Investments RCBA L.P.
Thomas L. 40 Wall Street USA Chairman,
Kempner New York, NY Loeb
Director 10005 Partners
Corporation,
Investment
Banking
Business
Donald S. 3 Embarcadero USA Howard,
Scherer Center Rice, et al.
Secretary Suite 700 (law firm)
San Francisco, CA
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:
Name and Citizen- Principal
Office Held Business Address ship Occupation
or Employment
Kim 22225 Acorn Street USA President,
Frommer, Chatsworth, CA 91311 Frommer Inc.
Trustee
Curtis 4719 Exposition USA President,
Conyers, Boulevard Richard Lane
Jr., Los Angeles, CA 90016 Company
Trustee
Richard 1717 West Lincoln USA General
Harris, Avenue Manager,
Trustee Anaheim, CA 92801 Wesseln
Construction
Co., Inc.
Ralph 1925 Water Street USA President,
Larison, Long Beach, CA 90802 Connoly-Pacific
Trustee Co.<PAGE>
CUSIP NO. 49460W-01-0 SCHEDULE 13D Page 16 of 27
Name and Citizen- Principal
Office Held Business Address ship Occupation
or Employment
Bert 2901 28th Street USA President,
Lewitt, Santa Monica, CA Morley
Trustee 90405 Construction
Co.
Ronald W. 15901 Olden Street USA President,
Tutor, Sylmar, CA 91342 Tutor-Saliba
Co-Chairman Corporation
, Trustee
J.D. 412 Dawson Drive USA Treasurer, Gold
Butler, Camarillo, CA 93010 Coast District
Trustee Council of
Carpenters
Douglas J. 520 South Virgil USA Secretary-
McCarron, Avenue Treasurer,
Chairman, Los Angeles, CA 90020 Southern
Trustee California
District
Council of
Carpenters
Bill Perry, 520 South Virgil USA Administrative
Trustee Avenue Assistant,
Los Angeles, CA 90020 Southern
California
District
Council of
Carpenters
Buddy Self, 911 20th Street USA Financial
Trustee Bakersfield, CA 91301 Secretary,
Carpenters
Local Union 743
Steve 520 South Virgil USA Representative,
Graves, Avenue Southern
Trustee Los Angeles, CA 90020 California
District
Council of
Carpenters
Fred 341 Wardlow Road USA Financial
Taylor, Long Beach, CA 90807 Secretary,
Trustee Carpenters
Local Union 630<PAGE>
CUSIP NO. 49460W-01-0 SCHEDULE 13D Page 17 of 27
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
Robert E. American Insurance USA President,
Vagley, Association American
Fiduciary 1130 Connecticut Insurance
Avenue, N.W. Association
Washington, DC
20036
Fred R. Insurance Services USA President,
Marcon, Office Insurance
Fiduciary 7 World Trade Services
Center Office
New York, NY 10048
Gail P. Industrial Risk USA President &
Norton, Insurers CEO,
Fiduciary 85 Woodland Street Industrial
Hartford, Risk Insurers
Connecticut 06102
A. James Insurance Company USA Director,
Brodsky, Supported Insurance
Director Organizations Company
Pension Plan and Supported
Trust Organizations
1130 Connecticut Pension Plan
Avenue, N.W. and Trust
Washington, DC
20036
Weintraub Reporting Persons
Prism is a California limited partnership whose principal
business is investing in securities, and whose principal
office is located at 909 Montgomery Street, Suite 406, San
Francisco, California 94133. WCM is the sole general partner
of Prism.
WCM is a California general partnership whose principal
business is acting as general partner for investment
partnerships and providing investment advisory and financial
consulting services. WCM is a registered investment adviser
with the Securities and Exchange Commission and with the
State of California. The general partners of WCM are<PAGE>
CUSIP NO. 49460W-01-0 SCHEDULE 13D Page 18 of 27
Jerald M. Weintraub and Melody R. Howe Weintraub. The
addresses, citizenship and principal occupations of the
general partners of WCM are as follows:
Principal
Occupation
Name and Citizen- or Employment
Office Held Business Address ship
Jerald M. 909 Montgomery Street USA Managing
Weintraub Suite 406 General
Managing San Francisco, CA Partner,
General 94133 Weintraub
Partner Capital
Management
Melody R. 909 Montgomery Street USA Political
Howe Suite 406 Consultant
Weintraub San Francisco, CA
General 94133
Partner
* * *
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 Blum Reporting Persons and the
Weintraub Reporting Persons.
Item 4. Purpose of Transaction.
The Blum Reporting Persons and the Weintraub Reporting
Persons each 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
Reporting Persons may, from time to time, dispose of some or<PAGE>
CUSIP NO. 49460W-01-0 SCHEDULE 13D Page 19 of 27
all of the securities of the Issuer that they beneficially
own.
Other than as set forth in this statement, neither the Blum
Reporting Persons nor the Weintraub Reporting Persons have
any 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 information furnished to the Reporting
Persons by the Issuer, there were 44,315,642 shares of Common
Stock issued and outstanding as of July 1, 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 Stock Percentage
Name Owned Owned
Stinson 193,400 0.4%
BK IV 145,400 0.3%
Carpenters Trust 1,760,100 4.0%
ICSOPP 264,800 0.6%
Prism 171,000 0.4%
_________ ____
Total 2,534,700 5.7%
========= ====
In addition, because RCBA L.P. has voting and investment
power with respect to 350,300 shares 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 with respect to the above shares
held by Stinson, BK IV, Carpenters Trust, ICSOPP and The
Common Fund are held solely by RCBA L.P. The Blum Reporting<PAGE>
CUSIP NO. 49460W-01-0 SCHEDULE 13D Page 20 of 27
Persons therefore may be deemed to be members in a group, in
which case each Blum Reporting Person would be deemed to have
beneficial ownership of an aggregate of 2,714,000 shares of
the Common Stock, which is 6.1% 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.
Voting and investment power with respect to the above shares
held by Prism are held solely by WCM. The Weintraub
Reporting Persons therefore may be deemed to be members in a
group, in which case each Weintraub Reporting Person would be
deemed to have beneficial ownership of an aggregate of
171,000 shares of the Common Stock, which is 0.4% of the
outstanding Common Stock. As the managing general partner of
WCM, Jerald M. Weintraub might be deemed to be the beneficial
owner of the securities beneficially owned by WCM. Although
Jerald M. Weintraub is joining in this Schedule as a
Weintraub Reporting Person, the filing of this Schedule shall
not be construed as an admission that he is, for any purpose,
the beneficial owner of any of the securities that are
beneficiary owned by WCM.
Certain of the shares of Common Stock owned by the Reporting
Persons were acquired in block trades by the Blum Reporting
Persons and the Weintraub Reporting Persons. These shares
were then divided among the Reporting Persons. Because of
the block trades, the Blum Reporting Persons and the
Weintraub Reporting Persons may be deemed to have constituted
a group for purposes of acquiring certain shares of the
Common Stock. Thus, the Reporting Persons have reported
their holdings in aggregate on Lines 8, 10, 11, and 13 of
Schedule 13D. Although each of the Reporting Persons
identified might be deemed to be part of a group by virtue of
the acquisition of the shares specified in the first sentence
of this paragraph, they all, except as disclosed herein,
disclaim acting as a group and disclaim "beneficial
ownership" in the shares of each of such persons (other than
himself, herself, or itself). No Blum Reporting Person has
the right or power to, and does not exercise any control
over, the management or policies of any Weintraub Reporting
Person or exercise investment discretion over any account
managed by any Weintraub Reporting Person. Conversely, no
Weintraub Reporting Person has the right or power to, and<PAGE>
CUSIP NO. 49460W-01-0 SCHEDULE 13D Page 21 of 27
does not exercise any control over, the management or
policies of any Blum Reporting Person or exercise investment
discretion over any account managed by any Blum Reporting
Person.
(c) During the last 60 days, the Reporting Persons purchased
the following shares of Common Stock on the open market:
Name Trade Date Shares Price/Share
Stinson 06/27/96 2,000 $16.00
06/28/96 14,000 $16.07
07/01/96 1,600 $15.63
07/10/96 1,500 $15.63
07/11/96 14,300 $15.57
07/12/96 3,600 $15.50
07/17/96 13,400 $14.88
07/18/96 11,700 $14.88
07/18/96 3,900 $14.75
07/19/96 4,700 $14.00
07/23/96 800 $13.75
07/23/96 3,400 $13.88
07/30/96 19,200 $14.25
07/31/96 11,700 $14.13
BK IV 07/18/96 5,400 $14.88
07/18/96 1,800 $14.75
07/19/96 2,000 $14.00
Carpenters Trust 07/18/96 45,100 $14.88
07/18/96 15,000 $14.75
07/19/96 18,100 $14.00
07/23/96 3,300 $13.75
07/23/96 12,900 $13.88
07/30/96 28,600 $14.25
07/31/96 76,600 $14.13
ICSOPP 06/28/96 12,700 $16.07
07/01/96 1,400 $15.63
07/10/96 1,500 $15.63
07/11/96 11,800 $15.57
07/12/96 2,900 $15.50
07/17/96 11,000 $14.88
07/18/96 12,800 $14.88
07/18/96 4,300 $14.75
07/19/96 5,200 $14.00
07/23/96 900 $13.75
07/23/96 3,700 $13.88
07/30/96 19,200 $14.25
07/31/96 11,700 $14.13<PAGE>
CUSIP NO. 49460W-01-0 SCHEDULE 13D Page 22 of 27
Name Trade Date Shares Price/Share
The Common Fund 06/28/96 63,300 $16.07
07/01/96 7,000 $15.63
07/10/96 7,000 $15.63
07/11/96 53,900 $15.57
07/12/96 13,500 $15.50
07/17/96 50,600 $14.88
(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. 49460W-01-0 SCHEDULE 13D Page 23 of 27
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: July 31, 1996
STINSON CAPITAL PARTNERS, L.P. RICHARD C. BLUM & ASSOCIATES,
BK CAPITAL PARTNERS IV, L.P. L.P.
By Richard C. Blum & By Richard C. Blum &
Associates, L.P., its Associates, Inc., its
General Partner 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. 49460W-01-0 SCHEDULE 13D Page 24 of 27
PRISM PARTNERS I, L.P. WEINTRAUB CAPITAL MANAGEMENT
By Weintraub Capital
Management, its General
Partner By /s/ Jerald M. Weintraub
_________________________
Jerald M. Weintraub,
Managing General Partner
By /s/ Jerald M. Weintraub
________________________
Jerald M. Weintraub,
Managing General Partner
/s/ Jerald M. Weintraub
______________________________
JERALD M. WEINTRAUB<PAGE>
CUSIP NO. 49460W-01-0 SCHEDULE 13D Page 25 of 27
INDEX TO EXHIBITS
Sequentially
Item Description Numbered Page
Exhibit A Joint Filing Undertaking 26<PAGE>
CUSIP NO. 49460W-01-0 SCHEDULE 13D Page 26 of 27
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: July 31, 1996
STINSON CAPITAL PARTNERS, L.P. RICHARD C. BLUM & ASSOCIATES,
BK CAPITAL PARTNERS IV, L.P. L.P.
By Richard C. Blum & By Richard C. Blum &
Associates, L.P., its Associates, Inc., its
General Partner 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. 49460W-01-0 SCHEDULE 13D Page 27 of 27
PRISM PARTNERS I, L.P. WEINTRAUB CAPITAL MANAGEMENT
By Weintraub Capital
Management, its General
Partner By /s/ Jerald M. Weintraub
_________________________
Jerald M. Weintraub,
Managing General Partner
By /s/ Jerald M. Weintraub
________________________
Jerald M. Weintraub,
Managing General Partner
/s/ Jerald M. Weintraub
______________________________
JERALD M. WEINTRAUB<PAGE>
