UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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)
October 18, 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 [].
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 28
Exhibit Index Located on Page 26<PAGE>
CUSIP NO. 49460W-01-0 SCHEDULE 13D Page 2 of 28
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 3,480,100*
BENEFICIALLY
OWNED BY EACH
REPORTING 9 Sole Dispositive Power -0-
PERSON WITH
10 Shared Dispositive Power 3,480,100*
11 Aggregate Amount Beneficially Owned by Each Reporting
Person 3,480,100*
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain
Shares [ ]
13 Percent of Class Represented by Amount in Row 11 7.9%*
14 Type of Reporting Person PN
* See Item 5 below.<PAGE>
CUSIP NO. 49460W-01-0 SCHEDULE 13D Page 3 of 28
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 3,480,100*
BENEFICIALLY
OWNED BY EACH
REPORTING 9 Sole Dispositive Power -0-
PERSON WITH
10 Shared Dispositive Power 3,480,100*
11 Aggregate Amount Beneficially Owned by Each Reporting
Person 3,480,100*
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain
Shares [ ]
13 Percent of Class Represented by Amount in Row 11 7.9%*
14 Type of Reporting Person PN
* See Item 5 below<PAGE>
CUSIP NO. 49460W-01-0 SCHEDULE 13D Page 4 of 28
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 3,480,100*
BENEFICIALLY
OWNED BY EACH
REPORTING 9 Sole Dispositive Power -0-
PERSON WITH
10 Shared Dispositive Power 3,480,100*
11 Aggregate Amount Beneficially Owned by Each Reporting
Person 3,480,100*
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain
Shares [ ]
13 Percent of Class Represented by Amount in Row 11 7.9%*
14 Type of Reporting Person EP
* See Item 5 below.<PAGE>
CUSIP NO. 49460W-01-0 SCHEDULE 13D Page 5 of 28
1 Name of Reporting Person UNITED BROTHERHOOD OF CARPENTERS
AND JOINERS OF AMERICA LOCAL UNIONS
AND COUNCILS PENSION FUND
IRS Identification No. of Above Person 52-6075035
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 Washington, D.C.
7 Sole Voting Power -0-
NUMBER OF 8 Shared Voting Power 3,480,100*
SHARES
BENEFICIALLY
OWNED BY EACH 9 Sole Dispositive Power -0-
REPORTING
PERSON WITH
10 Shared Dispositive Power 3,480,100*
11 Aggregate Amount Beneficially Owned by Each Reporting
Person 3,480,100*
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain
Shares [ ]
13 Percent of Class Represented by Amount in Row 11 7.9%*
14 Type of Reporting Person EP
* See Item 5 below.<PAGE>
CUSIP NO. 49460W-01-0 SCHEDULE 13D Page 6 of 28
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 3,480,100*
SHARES
BENEFICIALLY
OWNED BY EACH 9 Sole Dispositive Power -0-
REPORTING
PERSON WITH
10 Shared Dispositive Power 3,480,100*
11 Aggregate Amount Beneficially Owned by Each Reporting
Person 3,480,100*
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain
Shares [ ]
13 Percent of Class Represented by Amount in Row 11 7.9%*
14 Type of Reporting Person EP
* See Item 5 below.<PAGE>
CUSIP NO. 49460W-01-0 SCHEDULE 13D Page 7 of 28
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 3,480,100*
BENEFICIALLY
OWNED BY EACH
REPORTING 9 Sole Dispositive Power -0-
PERSON WITH
10 Shared Dispositive Power 3,480,100*
11 Aggregate Amount Beneficially Owned by Each Reporting
Person 3,480,100*
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain
Shares [ ]
13 Percent of Class Represented by Amount in Row 11 7.9%*
14 Type of Reporting Person PN, IA
* See Item 5 below.<PAGE>
CUSIP NO. 49460W-01-0 SCHEDULE 13D Page 8 of 28
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 3,480,100*
BENEFICIALLY
OWNED BY EACH
REPORTING 9 Sole Dispositive Power -0-
PERSON WITH
10 Shared Dispositive Power 3,480,100*
11 Aggregate Amount Beneficially Owned by Each Reporting
Person 3,480,100*
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain
Shares [ ]
13 Percent of Class Represented by Amount in Row 11 7.9%*
14 Type of Reporting Person CO
* See Item 5 below.<PAGE>
CUSIP NO. 49460W-01-0 SCHEDULE 13D Page 9 of 28
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 3,480,100*
BENEFICIALLY
OWNED BY EACH
REPORTING 9 Sole Dispositive Power -0-*
PERSON WITH
10 Shared Dispositive Power 3,480,100*
11 Aggregate Amount Beneficially Owned by Each Reporting
Person 3,480,100*
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain
Shares [ ]
13 Percent of Class Represented by Amount in Row 11 7.9%*
14 Type of Reporting Person IN
* See Item 5 below.<PAGE>
CUSIP NO. 49460W-01-0 SCHEDULE 13D Page 10 of 28
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
SHARES 8 Shared Voting Power 3,480,100*
BENEFICIALLY
OWNED BY EACH
REPORTING 9 Sole Dispositive Power -0-
PERSON WITH
10 Shared Dispositive Power 3,480,100*
11 Aggregate Amount Beneficially Owned by Each Reporting
Person 3,480,100*
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain
Shares [ ]
13 Percent of Class Represented by Amount in Row 11 7.9%*
14 Type of Reporting Person PN
* See Item 5 below<PAGE>
CUSIP NO. 49460W-01-0 SCHEDULE 13D Page 11 of 28
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
SHARES 8 Shared Voting Power 3,480,100*
BENEFICIALLY
OWNED BY EACH
REPORTING 9 Sole Dispositive Power -0-
PERSON WITH
10 Shared Dispositive Power 3,480,100*
11 Aggregate Amount Beneficially Owned by Each Reporting
Person 3,480,100*
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain
Shares [ ]
13 Percent of Class Represented by Amount in Row 11 7.9%*
14 Type of Reporting Person PN, IA
* See Item 5 below<PAGE>
CUSIP NO. 49460W-01-0 SCHEDULE 13D Page 12 of 28
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
SHARES 8 Shared Voting Power 3,480,100*
BENEFICIALLY
OWNED BY EACH
REPORTING 9 Sole Dispositive Power -0-
PERSON WITH
10 Shared Dispositive Power 3,480,100*
11 Aggregate Amount Beneficially Owned by Each Reporting
Person 3,480,100*
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain
Shares [ ]
13 Percent of Class Represented by Amount in Row 11 7.9%*
14 Type of Reporting Person IN
* See Item 5 below<PAGE>
CUSIP NO. 49460W-01-0 SCHEDULE 13D Page 13 of 28
Item 1. Security and Issuer
This Amendment No. 2 to 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"); United
Brotherhood of Carpenters and Joiners of America Local Unions
and Councils Pension Fund ("UBC"); 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, UBC, 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, UBC 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 28
Principal
Name and Citizen- Occupation
Office Held Business Address ship or Employment
Richard C. Blum 909 Montgomery St. USA President and
President, Suite 400 Chairman,
Chairman and San Francisco, CA RCBA L.P.
Director
Nils Colin Lind 909 Montgomery St. Norway Managing
Managing Suite 400 Director,
Director, San Francisco, CA RCBA L.P.
Assistant
Secretary and
Director
Jeffrey W. Ubben 909 Montgomery St. USA Managing
Managing Director Suite 400 Director of
of Investments San Francisco, CA Investments,
RCBA L.P.
Alexander L. 909 Montgomery St. USA Managing
Dean, Jr. Suite 400 Director of
Managing Director San Francisco, CA Investments,
of Investments RCBA L.P.
and Director
George F. Hamel, 909 Montgomery St. USA Managing
Jr. Suite 400 Director of
Managing Director San Francisco, CA Marketing,
of Marketing RCBA L.P.
John H. Steinhart 909 Montgomery St. USA Managing
Managing Suite 400 Director and
Director, Chief San Francisco, CA Chief
Administrative Administrativ
Officer and e Officer,
Secretary RCBA L.P.
Marc T. 909 Montgomery St. USA Managing
Scholvinck Suite 400 Director and
Managing San Francisco, CA Chief
Director, Chief Financial
Financial Officer Officer, RCBA
and Assistant L.P.
Secretary
Peter E. 909 Montgomery St. USA Managing
Rosenberg Suite 400 Director of
Managing Director San Francisco, CA Development,
of Marketing and RCBA L.P.
Director<PAGE>
CUSIP NO. 49460W-01-0 SCHEDULE 13D Page 15 of 28
Principal
Name and Citizen- Occupation
Office Held Business Address ship or Employment
Michael Kane 909 Montgomery St. USA Managing
Managing Director Suite 400 Director of
of Investments San Francisco, CA Investments,
RCBA L.P.
Thomas L. Kempner 40 Wall Street USA Chairman,
Director New York, NY Loeb Partners
10005 Corporation,
Investment
Banking
Business
The Carpenters Trust is a trust governed by a board of
trustees. Its principal office is located at 520 South
Virgil Avenue, 4th Floor, Los Angeles, California 90020. The
names of the 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
Curtis Conyers, 4719 Exposition USA President,
Jr., Trustee Boulevard Richard Lane
Los Angeles, CA Company
90016
Kim Frommer, 22225 Acorn Street USA President,
Trustee Chatsworth, CA 91311 Frommer Inc.
Richard Harris, 1717 West Lincoln USA General
Trustee Avenue Manager,
Anaheim, CA 92801 Wessain
Construction
Co., Inc.
Ralph Larlson, 1925 Water Street USA President,
Trustee Long Beach, CA 90802 Connolly-
Pacific Co.
Bert Lewitt, 2901 28th Street USA President,
Trustee Santa Monica, CA Morley
90405 Construction
Co.
Ronald N. Tutor, 15901 Olden Street USA President,
Co-Chairman, Sylmar, CA 91342 Tutor-Saliba
Trustee Corporation<PAGE>
CUSIP NO. 49460W-01-0 SCHEDULE 13D Page 16 of 28
Principal
Name and Citizen- Occupation
Office Held Business Address ship or Employment
J.D. Butler, 412 Dawson Drive USA Executive
Trustee Camarillo, CA 93010 Secretary,
Gold Coast
District
Council of
Carpenters
James K. Bernsen, 520 South Virgil USA Secretary-
Trustee Avenue Treasurer,
Los Angeles, CA Southern
90020 California-
Nevada
Regional
Council of
Carpenters
Douglas J. 520 South Virgil USA General
McCarron, Trustee Avenue President, UBC
Los Angeles, CA
90020
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,
93301 Carpenters
Local Union
743
UBC is a trust governed by a board of trustees. Its
principal office is located at 101 Constitution Avenue, N.W.,
Washington, DC 20001. The name, address, citizenship and
principal occupation of the executive officers and trustees
are as follows:
Principal
Name and Citizen- Occupation
Office Held Business Address ship or Employment
Douglas J. McCarron, 520 South Virgil USA General
General President Avenue President, UBC
and Trustee Los Angeles, CA
90020<PAGE>
CUSIP NO. 49460W-01-0 SCHEDULE 13D Page 17 of 28
Principal
Name and Citizen- Occupation
Office Held Business Address ship or Employment
Douglas J. Banes, 101 Constitution USA First General
First General Vice Avenue, N.W. Vice President,
President and Washington, D.C. UBC
Trustee 20001
Andres J. Silins, 101 Constitution USA Second General
Second General Vice Avenue, N.W. Vice President,
President and Washington, D.C. UBC
Trustee 20001
James T. Patterson, 101 Constitution USA Secretary-
Secretary-Treasure Avenue, N.W. Treasurer, UBC
and Trustee Washington, D.C.
20001
Byron G. Black 150 Cambria Road USA Business
North Representative
Goderich, Carpenters Local
Ontario N7A 2R1 Union 2222
Kenneth H. Busch 130 Tri-County USA Secretary and
Parkway, Business Manager
Suite 403 Southwest Ohio
Cincinnati, OH District Council
45246 of Carpenters
Jim R. Green 448 Hegenberger USA Executive
Road Secretary
Oakland, CA Bay Counties
94621-1418 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, citizenship and 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. Vagley, American Insurance USA President,
Fiduciary Association American
1130 Connecticut Insurance
Avenue, N.W. Association
Washington, DC 20036<PAGE>
CUSIP NO. 49460W-01-0 SCHEDULE 13D Page 18 of 28
Principal
Name and Citizen- Occupation
Office Held Business Address ship or Employment
Fred R. Marcon, Insurance Services USA President,
Fiduciary Office Insurance
7 World Trade Center Services
New York, NY 10048 Office
Gail P. Norton, Industrial Risk USA President &
Fiduciary Insurers CEO,
85 Woodland Street Industrial
Hartford, Connecticut Risk Insurers
06102
A. James Brodsky, Insurance Company USA Director,
Director Supported Insurance
Organizations Pension Company
Plan and Trust Supported
1130 Connecticut Organizations
Avenue, N.W. Pension Plan
Washington, DC 20036 and Trust
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:
Principal
Name and Citizen- Occupation
Office Held Business Address ship or Employment
Jerald M. Weintraub 909 Montgomery St. USA Managing
Managing General Suite 406 General
Partner San Francisco, CA Partner,
94133 Weintraub
Capital
Management<PAGE>
CUSIP NO. 49460W-01-0 SCHEDULE 13D Page 19 of 28
Melody R. Howe 909 Montgomery St. USA Political
Weintraub Suite 406 Consultant
General Partner San Francisco, CA
94133
* * *
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
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 44,018,942 shares of Common
Stock issued and outstanding as of October 21, 1996. Based
on such information, after taking into account the
transactions described in Item 5(c) below, the following<PAGE>
CUSIP NO. 49460W-01-0 SCHEDULE 13D Page 20 of 28
Reporting Persons report the following direct holdings and
corresponding percentage interests in the Common Stock:
Shares of
Common Percentage
Name Stock Owned Owned
Stinson 375,200 0.9%
BK IV 151,000 0.3%
Carpenters Trust 1,845,800 4.2%
UBC 240,100 0.5%
ICSOPP 307,700 0.7%
Prism 200,000 0.5%
_________ ____
Total 3,119,800 7.1%
========= ====
In addition, because RCBA L.P. has voting and investment
power with respect to 360,300 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, UBC, ICSOPP and The
Common Fund 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 3,280,100 shares of
the Common Stock, which is 7.5% 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. 49460W-01-0 SCHEDULE 13D Page 21 of 28
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
200,000 shares of the Common Stock, which is 0.5% 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, i.e., 3,480,100 shares of Common Stock, which
is 7.9% of the outstanding Common Stock. 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 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:<PAGE>
CUSIP NO. 49460W-01-0 SCHEDULE 13D Page 22 of 28
Name Trade Date Shares Price/Share
Stinson 08/07/96 300 14.00
08/09/96 2,700 14.13
08/15/96 2,500 14.00
09/20/96 35,000 13.63
10/07/96 8,400 14.88
10/08/96 19,300 14.88
10/18/96 39,700 13.29
10/18/96 52,800 13.13
10/18/96 11,100 13.00
10/22/96 10,000 12.50
BK IV 08/07/96 600 14.00
08/09/96 5,000 14.13
Carpenters Trust 08/07/96 2,100 14.00
08/09/96 31,900 14.13
08/15/96 29,400 14.00
10/07/96 6,600 14.88
10/08/96 15,700 14.88
UBC 10/09/96 72,600 14.50
10/10/96 5,000 14.25
10/14/96 32,500 14.42
10/16/96 40,000 14.13
10/17/96 30,000 14.13
10/18/96 21,400 13.29
10/18/96 28,600 13.13
10/18/96 10,000 13.00
ICSOPP 08/09/96 3,400 14.13
08/15/96 3,100 14.00
10/18/96 13,900 13.29
10/18/96 18,600 13.13
10/18/96 3,900 13.00
The Common Fund 08/07/96 3,000 14.00
08/09/96 7,000 14.13
Prism 10/18/96 29,000 13.13
(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,<PAGE>
CUSIP NO. 49460W-01-0 SCHEDULE 13D Page 23 of 28
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 24 of 28
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: October 28, 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/John H. Steinhart
General Partner _______________________
John H. Steinhart,
Secretary
By /s/John H. Steinhart
____________________
John H. Steinhart, RICHARD C. BLUM & ASSOCIATES,
Secretary INC.
THE CARPENTERS PENSION TRUST
FOR SOUTHERN CALIFORNIA By /s/John H. Steinhart
__________________________
UNITED BROTHERHOOD OF John H. Steinhart,
CARPENTERS AND JOINERS OF Secretary
AMERICA LOCAL UNIONS AND
COUNCILS PENSION FUND
/s/ John H. Steinhart
INSURANCE COMPANY SUPPORTED _____________________________
ORGANIZATION PENSION PLAN RICHARD C. BLUM
By Richard C. Blum & By John H. Steinhart
Associates, L.P., its Attorney-in-Fact
Investment Adviser
By Richard C. Blum &
Associates, Inc., its
General Partner
By /s/John H. Steinhart
______________________
John H. Steinhart,
Secretary
<PAGE>
CUSIP NO. 49460W-01-0 SCHEDULE 13D Page 25 of 28
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 26 of 28
INDEX TO EXHIBITS
Sequentially
Item Description Numbered Page
Exhibit A Joint Filing Undertaking 27<PAGE>
CUSIP NO. 49460W-01-0 SCHEDULE 13D Page 27 of 28
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: October 28, 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/John H. Steinhart
General Partner _______________________
John H. Steinhart,
Secretary
By /s/John H. Steinhart
____________________
John H. Steinhart, RICHARD C. BLUM & ASSOCIATES,
Secretary INC.
THE CARPENTERS PENSION TRUST
FOR SOUTHERN CALIFORNIA By /s/John H. Steinhart
__________________________
UNITED BROTHERHOOD OF John H. Steinhart,
CARPENTERS AND JOINERS OF Secretary
AMERICA LOCAL UNIONS AND
COUNCILS PENSION FUND
/s/ John H. Steinhart
INSURANCE COMPANY SUPPORTED _____________________________
ORGANIZATION PENSION PLAN RICHARD C. BLUM
By Richard C. Blum & By John H. Steinhart
Associates, L.P., its Attorney-in-Fact
Investment Adviser
By Richard C. Blum &
Associates, Inc., its
General Partner
By /s/John H. Steinhart
______________________
John H. Steinhart,
Secretary<PAGE>
CUSIP NO. 49460W-01-0 SCHEDULE 13D Page 28 of 28
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>
