UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
KINETIC CONCEPTS INC.
_________________________
(Name of Issuer)
COMMON STOCK
_______________
(Title of Class of Securities)
49460W010
_____________
(CUSIP Number)
Eric R. Markus, Esq.
Wilmer, Cutler & Pickering
2445 M Street, N.W.
Washington, D.C. 20037
_______________________________
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
March 15, 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 the statement _x_. (A
fee is not required only if the reporting 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 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).
(Continued on following pages)
<PAGE> 2 of 23
SCHEDULE 13D
CUSIP No. 49460W010
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
INSURANCE COMPANY SUPPORTED ORGANIZATIONS PENSION PLAN
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
NUMBER OF -0-
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 2,276,00*
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON 10 SHARED DISPOSITIVE POWER
2,276,000*
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,276,000*
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
SHARES* __
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW(11)
5.13%*
14 TYPE OF REPORTING PERSON*
EP
*SEE INSTRUCTIONS BEFORE FILLING OUT!
* See Item 5 below<PAGE>
<PAGE> 3 of 23
SCHEDULE 13D
CUSIP No. 49460W010
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
STINSON CAPITAL PARTNERS, L.P., 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
NUMBER OF -0-
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 2,276,000*
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON 10 SHARED DISPOSITIVE POWER
2,276,000*
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,276,000*
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
SHARES* __
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW(11)
5.13%*
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
* See Item 5 below<PAGE>
<PAGE> 4 of 23
SCHEDULE 13D
CUSIP No. 49460W010
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BK CAPITAL PARTNERS IV, L.P., 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
NUMBER OF -0-
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 2,276,000*
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON 10 SHARED DISPOSITIVE POWER
2,276,000*
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,276,000*
12 CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES* __
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW(11)
5.13%*
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
* See Item 5 below<PAGE>
<PAGE> 5 of 23
SCHEDULE 13D
CUSIP No. 49460W010
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
THE CARPENTERS PENSION TRUST FOR SOUTHERN
CALIFORNIA, 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
NUMBER OF -0-
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 2,276,000*
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON 10 SHARED DISPOSITIVE POWER
2,276,000*
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,276,000*
12 CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES* __
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW(11)
5.13%*
14 TYPE OF REPORTING PERSON*
EP
*SEE INSTRUCTIONS BEFORE FILLING OUT!
* See Item 5 below<PAGE>
<PAGE> 6 of 23
SCHEDULE 13D
CUSIP No. 49460W010
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
RICHARD C. BLUM & ASSOCIATES, L.P.,
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
NUMBER OF -0-
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 2,276,000*
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON 10 SHARED DISPOSITIVE POWER
2,276,000*
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,276,000*
12 CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES* __
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW(11)
5.13%*
14 TYPE OF REPORTING PERSON*
PN, IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
* See Item 5 below<PAGE>
<PAGE> 7 of 23
SCHEDULE 13D
CUSIP No. 49460W010
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
RICHARD C. BLUM & ASSOCIATES, INC.,
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
NUMBER OF -0-
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 2,276,000*
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON 10 SHARED DISPOSITIVE POWER
2,276,000*
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,276,000*
12 CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES* __
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW(11)
5.13%*
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
* See Item 5 below<PAGE>
<PAGE> 8 of 23
SCHEDULE 13D
CUSIP No. 49460W010
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
RICHARD C. BLUM, ###-##-####
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
NUMBER OF -0-
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 2,276,000*
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON 10 SHARED DISPOSITIVE POWER
2,276,000*
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,276,000*
12 CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES* __
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW(11)
5.13%*
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
* See Item 5 below<PAGE>
<PAGE> 9 of 23
SCHEDULE 13D
CUSIP No. 49460W010
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
PRISM PARTNERS I, L.P., 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
NUMBER OF -0-
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 2,276,000*
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON 10 SHARED DISPOSITIVE POWER
2,276,000*
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,276,000*
12 CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES* __
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW(11)
5.13%*
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
* See Item 5 below<PAGE>
<PAGE> 10 of 23
SCHEDULE 13D
CUSIP No. 49460W010
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
WEINTRAUB CAPITAL MANAGEMENT, 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
NUMBER OF -0-
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 2,276,000*
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON 10 SHARED DISPOSITIVE POWER
2,276,000*
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,276,000*
12 CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES* __
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW(11)
5.13%*
14 TYPE OF REPORTING PERSON*
PN, IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
* See Item 5 below<PAGE>
<PAGE> 11 of 23
SCHEDULE 13D
CUSIP No. 49460W010
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
JERALD WEINTRAUB, ###-##-####
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
NUMBER OF -0-
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 2,276,000*
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON 10 SHARED DISPOSITIVE POWER
2,276,000*
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,276,000*
12 CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES* __
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW(11)
5.13%*
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
* See Item 5 below<PAGE>
<PAGE> 12 of 23
This Schedule 13D is filed on behalf of the Insurance Company
Supported Organizations Pension Plan ("ICSOPP"); 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"); 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. ICSOPP, Stinson, BK-IV, the
Carpenters Trust, 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."
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 Schedule 13D is being filed because certain purchases by
the Reporting Persons might be deemed to be purchases by a group, as
explained in Item 5 below.
Item 2. Identity and Background.
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. ICSOPP and Carpenters Trust are each a pension plan governed by
ERISA. RCBA L.P. is the sole general partner of Stinson and BK-IV and an
investment adviser to ICSOPP and Carpenters.
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:
<TABLE>
<CAPTION>
Name and Office Held Business Address Citizenship Principal Occupation
or Employment
<S> <C> <C> <C>
Richard C. Blum 909 Montgomery St. USA President and
President, Chairman and Suite 400 Chairman, RCBA L.P.
Director San Francisco, CA 94133
Nils Colin Lind 909 Montgomery St. Norway Managing Director,
Managing Director and Suite 400 RCBA L.P.
Director San Francisco, CA 94133
<PAGE> 13 of 23
Jeffrey W. Ubben 909 Montgomery St. USA Managing Director of
Managing Director of Suite 400 Investments, RCBA
Investments San Francisco, CA 94133 L.P.
Alexander L. Dean 909 Montgomery St. USA Managing Director of
Managing Director of Suite 400 Investments, RCBA
Investments and Director San Francisco, CA 94133 L.P.
Peter E. Rosenberg 909 Montgomery St. USA Managing Director of
Managing Director of Suite 400 Investments, RCBA
Investments and Director San Francisco, CA 94133 L.P.
Michael Kane 909 Montgomery St. USA Managing Director of
Managing Director of Suite 400 Investments, RCBA
Investments San Francisco, CA 94133 L.P.
Marc T. Scholvinck 909 Montgomery St. USA Chief Financial
Chief Financial Officer and Suite 400 Officer and Managing
Managing Director San Francisco, CA 94133 Director
Thomas L. Kempner 40 Wall Street USA Chairman, Loeb
Director New York, NY 10005 Partners Corporation,
Investment Banking
Business
Donald S. Scherer 3 Embarcadero Center USA Howard, Rice, et al.
Secretary Suite 700 (law firm)
San Francisco, CA 94111
</TABLE>
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 (all are United States citizens):
<TABLE>
<CAPTION>
Name and Office Held Business Address Citizenship Principal Occupation
or Employment
<S> <C> <C> <C>
Robert E. Vagley American Insurance USA President,
Fiduciary Association American Insurance
1130 Connecticut Avenue, N.W. Association
Washington, DC 20036
Fred R. Marcon Insurance Services Office USA President,
Fiduciary 7 World Trade Center Insurance Services
New York, NY 10048 Office
Gail P. Norton Industrial Risk Insurers USA President & CEO,
Fiduciary 85 Woodland Street Industrial Risk
Hartford, CT 06102 Insurers<PAGE>
<PAGE> 14 of 23
A. James Brodsky Insurance Company Supported USA Director,
Director Organizations Pension Plan Insurance Company
and Trust Supported
1130 Connecticut Avenue, N.W. Organizations
Washington, D.C. 20036 Pension Plan and Trust
</TABLE>
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
occupations are as follows.
<TABLE>
<CAPTION>
Name and Office Held Business Address Citizenship Principal Occupation or
Employment
<S> <C> <C> <C>
Kim Frommer 22225 Acorn Street USA President
Trustee Chatsworth, CA 91311 Frommer Inc.
Curtis Conyers, Jr. 4719 Exposition Boulevard USA President
Trustee Los Angeles, CA 90016 Richard Lane Company
Richard Harris 1717 West Lincoln Avenue USA General Manager
Trustee Anaheim, CA 92801 Wesseln Construction
Co., Inc.
Ralph Larison 1925 Water Street USA President
Trustee Long Beach, CA 90802 Connolly-Pacific Co.
Bert Lewitt 2901 28th Street USA President
Trustee Santa Monica, CA 90405 Morley Construction Co.
Ronald W. Tutor 15901 Olden Street USA President
Co-Chairman, Trustee Sylmar, CA 91342 Tutor-Saliba
Corporation
J.D. Butler 412 Dawson Drive USA Treasurer
Trustee Camarillo, CA 93010 Gold Coast District
Council of Carpenters
Douglas J. McCarron 520 South Virgil Avenue USA Secretary-Treasurer
Chairman, Trustee Los Angeles, CA 90020 Southern California
District Council of
Carpenters
Bill Perry 520 South Virgil Avenue USA Administrative
Trustee Los Angeles, CA 90020 Assistant Southern
California District
Council of Carpenters
Buddy Self 911 20th Street USA Financial Secretary
Trustee Bakersfield, CA 93301 Carpenters Local Union
743<PAGE>
<PAGE> 15 of 23
Steve Graves 520 South Virgil Avenue USA Representative Southern
Trustee Los Angeles, CA 90020 California District
Council of Carpenters
Fred Taylor 341 E. Wardlow Road USA Financial Secretary
Trustee Long Beach, CA 90807 Carpenters Local Union
630
</TABLE>
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 Jerald M. Weintraub
and Melody R. Howe Weintraub. The addresses, citizenship and principal
occupations of the general partners of WCM are as follows:
<TABLE>
<CAPTION>
Name and Office Held Business Address Citizenship Principal Occupation
or Employment
<S> <C> <C> <C>
Jerald M. Weintraub 909 Montgomery Street USA Managing General
Managing General Partner Suite 406 Partner, Weintraub
San Francisco, CA 94133 Capital Management
Melody R. Howe Weintraub 909 Montgomery Street USA Political Consultant
General Partner Suite 406
San Francisco, CA 94133
* * *
</TABLE>
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.
<PAGE> 16 of 23
The source of funds for the purchases of securities was the working
capital of the Blum Reporting Persons and the working capital of 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, such 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, such 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, 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 which
would have such consequences.
Item 5. Interest in Securities of the Issuer.
(a), (b) According to information furnished to the Reporting Persons
by the Issuer, there were 44,332,806 shares of Common Stock issued and
outstanding as of January 24, 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:
<TABLE>
<CAPTION>
Shares of Common Percentage
Name Stock Owned Owned
<S> <C> <C>
ICSOPP 165,700 0.37
Stinson 87,600 0.19
BK-IV 136,200 0.31
Carpenters Trust 1,560,500 3.52
Prism 171,000 0.39
/TABLE
<PAGE>
<PAGE> 17 of 23
In addition, because RCBA L.P. has voting and investment power with
respect to 155,000 shares that are legally owned by The Common Fund, a New
York non-profit corporation ("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 has advised
RCBA L.P. that it does not consider itself a Reporting Person because it
does not have voting and investment power over the aforementioned shares.
The Common Fund also 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
ICSOPP, Stinson, BK-IV, and the Carpenters Trust are held solely by RCBA L.P.
The Blum Reporting 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 1,950,000 shares of the Common Stock, which is
4.39% of the outstanding Common Stock. As the sole general partner of RBCA
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 Blum 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 0.39% 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 beneficially 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
<PAGE> 18 of 23
Weintraub Reporting Person has the right or power to, and 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) The following transactions of the Blum Reporting Persons and
Weintraub Reporting Persons involving the Common Stock were made during the
60 days prior to the date of the event requiring the filing of this
statement. All such transactions were purchases on the open market, except
for certain transactions on January 24 and 25, 1996 which were made pursuant
to an underwritten public offering of shares by certain shareholders of the
Company:
<TABLE>
<CAPTION>
Name Buy/Sell Trade Date Shares Price/Share
<S> <C> <C> <C> <C>
BK-IV Buy 01-24-96 2,800 10.25
BK-IV Buy 01-24-96 105,000 10.25
Carpenters Trust Buy 01-24-96 32,000 10.25
Carpenters Trust Buy 01-24-96 1,200,000 10.25
ICSOPP Buy 01-24-96 127,500 10.25
ICSOPP Buy 01-24-96 3,400 10.25
Stinson Buy 01-24-96 67,500 10.25
Stinson Buy 01-24-96 1,800 10.25
Prism Buy 01-25-96 2,600 10.25
Prism Buy 01-25-96 5,100 10.25
Prism Buy 01-25-96 8,300 10.25
Prism Buy 01-25-96 25,000 10.68
Prism Buy 01-25-96 215,000 10.25
Prism Sell 01-25-96 2,600 10.25
Prism Sell 01-25-96 5,100 10.25
Prism Sell 01-25-96 8,300 10.25
Prism Sell 01-25-96 9,000 10.25
ICSOPP Buy 01-25-95 21,200 10.98
BK-IV Buy 01-25-96 1,800 10.31
BK-IV Buy 01-25-96 700 10.88
BK-IV Buy 01-25-96 17,500 10.98
BK-IV Buy 01-25-96 8,400 10.85
Carpenters Trust Buy 01-25-96 96,000 10.85
Carpenters Trust Buy 01-25-96 8,000 10.88
Carpenters Trust Buy 01-25-96 200,100 10.98
Carpenters Trust Buy 01-25-96 20,100 10.31
ICSOPP Buy 01-25-96 900 10.88
ICSOPP Buy 01-25-96 2,100 10.31
ICSOPP Buy 01-25-96 10,200 10.85
Stinson Buy 01-25-96 5,400 10.85
Stinson Buy 01-25-96 11,200 10.98
Stinson Buy 01-25-96 1,000 10.31
<PAGE>
<PAGE> 19 of 23
Stinson Buy 01-25-96 400 10.88
Prism Sell 02-23-96 10,000 14.00
Prism Sell 02-23-96 6,000 13.79
Prism Sell 02-23-96 44,000 13.79
Common Fund Buy 03-12-96 80,000 12.00
Common Fund Buy 03-15-96 50,000 12.25
Common Fund Buy 03-15-96 25,000 12.25
</TABLE>
(d) Not applicable.
(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 is a written agreement relating to the filing of joint
statements as required by Rule 13d-1(f)(1) of the Securities Exchange Act of
1934, as amended.<PAGE>
SIGNATURES
<PAGE> 20 of 23
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: March 25, 1996
INSURANCE COMPANY SUPPORTED
ORGANIZATIONS PENSION PLAN
By Richard C. Blum & Associates, L.P., its General Partner
By Richard C. Blum & Associates, Inc., its General Partner
By /s/ N. Colin Lind
________________________________
N. Colin Lind, Managing Director
BK CAPITAL PARTNERS IV, L.P.
By Richard C. Blum & Associates, L.P., its General Partner
By Richard C. Blum & Associates, Inc., its General Partner
By /s/ N. Colin Lind
________________________________
N. Colin Lind, Managing Director
STINSON CAPITAL PARTNERS, L.P.
By Richard C. Blum & Associates, L.P., its General Partner
By Richard C. Blum & Associates, Inc., its General Partner
By /s/ N. Colin Lind
________________________________
N. Colin Lind, Managing Director
RICHARD C. BLUM & ASSOCIATES, L.P.
By Richard C. Blum & Associates, Inc., its General Partner
By /s/ N. Colin Lind
______________________________________
N. Colin Lind, Chief Financial Officer
and Managing Director
RICHARD C. BLUM & ASSOCIATES, INC.
By /s/ N. Colin Lind
________________________________
N. Colin Lind, Managing Director
<PAGE> 21 of 23
/S/ N. COLIN LIND
___________________________
RICHARD C. BLUM
By N. Colin Lind, Attorney-in-Fact
THE CARPENTERS PENSION TRUST FOR SOUTHERN CALIFORNIA
By Richard C. Blum & Associates, L.P., its Investment Advisor
By Richard C. Blum & Associates, Inc., its General Partner
By /s/ N. Colin Lind
________________________________
N. Colin Lind, Managing Director
PRISM PARTNERS I, L.P.
By Weintraub Capital Management, its General Partner
By /s/ Jerald M. Weintraub
_______________________
Jerald M. Weintraub, Managing General Partner
WEINTRAUB CAPITAL MANAGEMENT
By /s/ Jerald M. Weintraub
_____________________________________________
Jerald M. Weintraub, Managing General Partner
/S/ JERALD M. WEINTRAUB
_______________________
JERALD M. WEINTRAUB<PAGE>
<PAGE> 22 of 23
Exhibit A
_________
Joint Filing Undertaking
The undersigned, being duly authorized thereunto, hereby execute
this agreement as an exhibit to the 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: March 25, 1996
INSURANCE COMPANY SUPPORTED
ORGANIZATIONS PENSION PLAN
By Richard C. Blum & Associates, L.P., its General Partner
By Richard C. Blum & Associates, Inc., its General Partner
By /s/ N. Colin Lind
________________________________
N. Colin Lind, Managing Director
BK CAPITAL PARTNERS IV, L.P.
By Richard C. Blum & Associates, L.P., its General Partner
By Richard C. Blum & Associates, Inc., its General Partner
By /s/ N. Colin Lind
________________________________
N. Colin Lind, Managing Director
STINSON CAPITAL PARTNERS, L.P.
By Richard C. Blum & Associates, L.P., its General Partner
By Richard C. Blum & Associates, Inc., its General Partner
By /s/ N. Colin Lind
________________________________
N. Colin Lind, Managing Director
RICHARD C. BLUM & ASSOCIATES, L.P.
By Richard C. Blum & Associates, Inc., its General Partner
By /s/ N. Colin Lind
______________________________________
N. Colin Lind, Chief Financial Officer
and Managing Director
<PAGE> 23 of 23
RICHARD C. BLUM & ASSOCIATES, INC.
By /s/ N. Colin Lind
________________________________
N. Colin Lind, Managing Director
/S/ N. COLIN LIND
___________________________
RICHARD C. BLUM
By N. Colin Lind, Attorney-in-Fact
THE CARPENTERS PENSION TRUST FOR SOUTHERN CALIFORNIA
By Richard C. Blum & Associates, L.P., its Investment Advisor
By Richard C. Blum & Associates, Inc., its General Partner
By /s/ N. Colin Lind
________________________________
N. Colin Lind, Managing Director
PRISM PARTNERS I, L.P.
By Weintraub Capital Management, its General Partner
By /s/ Jerald M. Weintraub
_______________________
Jerald M. Weintraub, Managing General Partner
WEINTRAUB CAPITAL MANAGEMENT
By /s/ Jerald M. Weintraub
_____________________________________________
Jerald M. Weintraub, Managing General Partner
/S/ JERALD M. WEINTRAUB
_______________________
JERALD M. WEINTRAUB
