UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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)
January 21, 1997
(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box [ ].
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
Page 1 of 26
Exhibit Index Located on Page 24<PAGE>
CUSIP NO. 49460W-01-0 SCHEDULE 13D Page 2 of 26
1 Name of Reporting Person STINSON CAPITAL PARTNERS, L.P.
IRS Identification No. of Above Person 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 -0-
NUMBER OF 8 Shared Voting Power 3,941,250*
SHARES
BENEFICIALLY
OWNED BY EACH 9 Sole Dispositive Power -0-
REPORTING
PERSON WITH
10 Shared Dispositive Power 3,941,250*
11 Aggregate Amount Beneficially Owned by Each Reporting
Person 3,941,250*
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain
Shares [ ]
13 Percent of Class Represented by Amount in Row 11 9.1%*
14 Type of Reporting Person PN
* See Item 5 below.<PAGE>
CUSIP NO. 49460W-01-0 SCHEDULE 13D Page 3 of 26
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 3,941,250*
SHARES
BENEFICIALLY
OWNED BY EACH 9 Sole Dispositive Power -0-
REPORTING
PERSON WITH
10 Shared Dispositive Power 3,941,250*
11 Aggregate Amount Beneficially Owned by Each Reporting
Person 3,941,250*
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain
Shares [ ]
13 Percent of Class Represented by Amount in Row 11 9.1%*
14 Type of Reporting Person PN
* See Item 5 below<PAGE>
CUSIP NO. 49460W-01-0 SCHEDULE 13D Page 4 of 26
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 3,941,250*
SHARES
BENEFICIALLY
OWNED BY EACH 9 Sole Dispositive Power -0-
REPORTING
PERSON WITH
10 Shared Dispositive Power 3,941,250*
11 Aggregate Amount Beneficially Owned by Each Reporting
Person 3,941,250*
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain
Shares [ ]
13 Percent of Class Represented by Amount in Row 11 9.1%*
14 Type of Reporting Person EP
* See Item 5 below.<PAGE>
CUSIP NO. 49460W-01-0 SCHEDULE 13D Page 5 of 26
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 3,941,250*
SHARES
BENEFICIALLY
OWNED BY EACH 9 Sole Dispositive Power -0-
REPORTING
PERSON WITH
10 Shared Dispositive Power 3,941,250*
11 Aggregate Amount Beneficially Owned by Each Reporting
Person 3,941,250*
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain
Shares [ ]
13 Percent of Class Represented by Amount in Row 11 9.1%*
14 Type of Reporting Person EP
* See Item 5 below.<PAGE>
CUSIP NO. 49460W-01-0 SCHEDULE 13D Page 6 of 26
1 Name of Reporting Person INSURANCE COMPANY SUPPORTED
ORGANIZATIONS PENSION PLAN
IRS Identification No. of Above Person 13-6284703
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 3,941,250*
SHARES
BENEFICIALLY
OWNED BY EACH 9 Sole Dispositive Power -0-
REPORTING
PERSON WITH
10 Shared Dispositive Power 3,941,250*
11 Aggregate Amount Beneficially Owned by Each Reporting
Person 3,941,250*
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain
Shares [ ]
13 Percent of Class Represented by Amount in Row 11 9.1%*
14 Type of Reporting Person EP
* See Item 5 below.<PAGE>
CUSIP NO. 49460W-01-0 SCHEDULE 13D Page 7 of 26
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 3,941,250*
SHARES
BENEFICIALLY
OWNED BY EACH 9 Sole Dispositive Power -0-
REPORTING
PERSON WITH
10 Shared Dispositive Power 3,941,250*
11 Aggregate Amount Beneficially Owned by Each Reporting
Person 3,941,250*
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain
Shares [ ]
13 Percent of Class Represented by Amount in Row 11 9.1%*
14 Type of Reporting Person PN, IA
* See Item 5 below.<PAGE>
CUSIP NO. 49460W-01-0 SCHEDULE 13D Page 8 of 26
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 3,941,250*
SHARES
BENEFICIALLY
OWNED BY EACH 9 Sole Dispositive Power -0-
REPORTING
PERSON WITH
10 Shared Dispositive Power 3,941,250*
11 Aggregate Amount Beneficially Owned by Each Reporting
Person 3,941,250*
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain
Shares [ ]
13 Percent of Class Represented by Amount in Row 11 9.1%*
14 Type of Reporting Person CO
* See Item 5 below.<PAGE>
CUSIP NO. 49460W-01-0 SCHEDULE 13D Page 9 of 26
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 3,941,250*
SHARES
BENEFICIALLY
OWNED BY EACH 9 Sole Dispositive Power -0-*
REPORTING
PERSON WITH
10 Shared Dispositive Power 3,941,250*
11 Aggregate Amount Beneficially Owned by Each Reporting
Person 3,941,250*
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain
Shares [ ]
13 Percent of Class Represented by Amount in Row 11 9.1%*
14 Type of Reporting Person IN
* See Item 5 below.<PAGE>
CUSIP NO. 49460W-01-0 SCHEDULE 13D Page 10 of 26
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 3,941,250*
SHARES
BENEFICIALLY
OWNED BY EACH 9 Sole Dispositive Power -0-
REPORTING
PERSON WITH
10 Shared Dispositive Power 3,941,250*
11 Aggregate Amount Beneficially Owned by Each Reporting
Person 3,941,250*
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain
Shares [ ]
13 Percent of Class Represented by Amount in Row 11 9.1%*
14 Type of Reporting Person PN
* See Item 5 below<PAGE>
CUSIP NO. 49460W-01-0 SCHEDULE 13D Page 11 of 26
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 3,941,250*
SHARES
BENEFICIALLY
OWNED BY EACH 9 Sole Dispositive Power -0-
REPORTING
PERSON WITH
10 Shared Dispositive Power 3,941,250*
11 Aggregate Amount Beneficially Owned by Each Reporting
Person 3,941,250*
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain
Shares [ ]
13 Percent of Class Represented by Amount in Row 11 9.1%*
14 Type of Reporting Person PN, IA
* See Item 5 below<PAGE>
CUSIP NO. 49460W-01-0 SCHEDULE 13D Page 12 of 26
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 3,941,250*
SHARES
BENEFICIALLY
OWNED BY EACH 9 Sole Dispositive Power -0-
REPORTING
PERSON WITH
10 Shared Dispositive Power 3,941,250*
11 Aggregate Amount Beneficially Owned by Each Reporting
Person 3,941,250*
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain
Shares [ ]
13 Percent of Class Represented by Amount in Row 11 9.1%*
14 Type of Reporting Person IN
* See Item 5 below<PAGE>
CUSIP NO. 49460W-01-0 SCHEDULE 13D Page 13 of 26
Item 1. Security and Issuer
This Amendment No. 3 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 26
Principal
Name and Citizen- Occupation
Office Held Business Address ship or Employment
Richard C. Blum 909 Montgomery St. USA President and
President, Chairman Suite 400 Chairman, RCBA L.P.
and Director San Francisco, CA
Nils Colin Lind 909 Montgomery St. Norway Managing Director,
Managing Director, Suite 400 RCBA L.P.
Assistant Secretary San Francisco, CA
and Director
Jeffrey W. Ubben 909 Montgomery St. USA Managing Director
Managing Director Suite 400 of Investments,
of Investments San Francisco, CA RCBA L.P.
Alexander L. Dean, 909 Montgomery St. USA Managing Director
Jr. Suite 400 of Investments,
Managing Director San Francisco, CA RCBA L.P.
of Investments and
Director
George F. Hamel, 909 Montgomery St. USA Managing Director
Jr. Suite 400 of Marketing, RCBA
Managing Director San Francisco, CA L.P.
of Marketing
John H. Steinhart 909 Montgomery St. USA Managing Director
Managing Director, Suite 400 and Chief
Chief San Francisco, CA Administrative
Administrative Officer, RCBA L.P.
Officer and
Secretary
Marc T. Scholvinck 909 Montgomery St. USA Managing Director
Managing Director, Suite 400 and Chief Financial
Chief Financial San Francisco, CA Officer, RCBA L.P.
Officer and
Assistant Secretary
Peter E. Rosenberg 909 Montgomery St. USA Managing Director
Managing Director Suite 400 of Development,
of Marketing and San Francisco, CA RCBA L.P.
Director
Michael Kane 909 Montgomery St. USA Managing Director
Managing Director Suite 400 of Investments,
of Investments San Francisco, CA RCBA L.P.
Thomas L. Kempner 40 Wall Street USA Chairman, Loeb
Director New York, NY 10005 Partners
Corporation,
Investment Banking
Business<PAGE>
CUSIP NO. 49460W-01-0 SCHEDULE 13D Page 15 of 26
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 90016 Company
Kim Fromer, Trustee 22225 Acorn Street USA President, Fromer
Chatsworth, CA 91311 Inc.
Richard Harris, 292 N. Wilshire 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, Morley
Trustee Santa Monica, CA 90405 Construction Co.
Ronald N. Tutor, 15901 Olden Street USA President, Tutor-
Co-Chairman, Sylmar, CA 91342 Saliba
Trustee Corporation
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 90020 Southern
California-Nevada
Regional Council
of Carpenters
Douglas J. 520 South Virgil USA General
McCarron, Trustee Avenue President, UBC
Los Angeles, CA 90020
Bill Perry, Trustee 520 South Virgil USA Retired
Avenue
Los Angeles, CA 90020<PAGE>
CUSIP NO. 49460W-01-0 SCHEDULE 13D Page 16 of 26
Principal
Name and Citizen- Occupation
Office Held Business Address ship or Employment
Buddy Self, Trustee 911 20th Street USA Financial
Bakersfield, CA 93301 Secretary,
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 President,
General President Avenue UBC
and Trustee Los Angeles, CA 90020
Douglas J. Banes, 101 Constitution USA First General Vice
First General Vice Avenue, N.W. President, UBC
President and Washington, D.C. 20001
Trustee
Andres J. Silins, 101 Constitution USA Second General
Second General Vice Avenue, N.W. Vice President,
President and Washington, D.C. 20001 UBC
Trustee
Byron G. Black 150 Cambria Road North USA Business
Goderich, Ontario N7A Representative
2R1 Carpenters Local
Union 2222
Kenneth H. Busch 130 Tri-County USA Secretary and
Parkway, Suite 403 Business Manager
Cincinnati, OH 45246 Southwest Ohio
District Council
of Carpenters
Jim R. Green 448 Hegenberger Road USA Executive
Oakland, CA 94621-1418 Secretary
Bay Counties
District Council
of Carpenters<PAGE>
CUSIP NO. 49460W-01-0 SCHEDULE 13D Page 17 of 26
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, American
Fiduciary Association Insurance
1130 Connecticut Association
Avenue, N.W.
Washington, DC 20036
Fred R. Marcon, Insurance Services USA President,
Fiduciary Office Insurance Services
7 World Trade Center Office
New York, NY 10048
Gail P. Norstrom, Industrial Risk USA President & CEO,
Fiduciary Insurers Industrial Risk
85 Woodland Street Insurers
Hartford, Connecticut
06102
A. James Brodsky, Insurance Company USA Director, Insurance
Director Supported Organizations Company Supported
Pension Plan and Trust Organizations
1130 Connecticut Pension Plan and
Avenue, N.W. 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 400, 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:<PAGE>
CUSIP NO. 49460W-01-0 SCHEDULE 13D Page 18 of 26
Principal
Name and Citizen- Occupation
Office Held Business Address ship or Employment
Jerald M. Weintraub 909 Montgomery Street USA Managing General
Managing General Suite 400 Partner, Weintraub
Partner San Francisco, CA Capital Management
94133
Melody R. Howe 909 Montgomery Street USA Political
Weintraub Suite 400 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<PAGE>
CUSIP NO. 49460W-01-0 SCHEDULE 13D Page 19 of 26
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 43,160,260 shares of Common
Stock issued and outstanding as of December 31, 1996. Based
on such information, after taking into account the
transactions described in Item 5(c) below, the following
Reporting Persons report the following direct holdings and
corresponding percentage interests in the Common Stock:
Shares of
Common Percentage
Name Stock Owned Owned
Stinson 375,200 0.9%
BK IV 151,000 0.3%
Carpenters Trust 2,146,950 5.0%
UBC 340,100 0.8%
ICSOPP 315,700 0.7%
Prism 252,000 0.6%
_________ ____
Total 3,580,950 8.3%
========= ====
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 3,689,250 shares of
the Common Stock, which is 8.5% 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,<PAGE>
CUSIP NO. 49460W-01-0 SCHEDULE 13D Page 20 of 26
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
252,000 shares of the Common Stock, which is 0.6% 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, i.e., 3,941,250 shares of Common Stock, which
is 9.1% 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.<PAGE>
CUSIP NO. 49460W-01-0 SCHEDULE 13D Page 21 of 26
(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 None
BK IV None
Carpenters Trust 11/25/96 25,000 13.000
12/13/96 50,000 12.125
12/31/96 8,450 12.520
01/21/97 40,000 11.750
UBC None
ICSOPP 12/31/96 8,000 12.520
The Common Fund None
Prism 12/31/96 2,000 12.500
(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 22 of 26
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: January 24, 1997
STINSON CAPITAL PARTNERS, L.P. RICHARD C. BLUM & ASSOCIATES,
BK CAPITAL PARTNERS IV, L.P. L.P.
By Richard C. Blum & Associates, By Richard C. Blum & Associates,
L.P., its General Partner Inc., its 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 CARPENTERS John H. Steinhart,
AND JOINERS OF AMERICA LOCAL Secretary
UNIONS AND COUNCILS PENSION FUND
INSURANCE COMPANY SUPPORTED /s/ John H. Steinhart
ORGANIZATION PENSION PLAN ________________________________
RICHARD C. BLUM
By Richard C. Blum & Associates,
L.P., its Investment Adviser By John H. Steinhart
Attorney-in-Fact
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 23 of 26
PRISM PARTNERS I, L.P. WEINTRAUB CAPITAL MANAGEMENT
By Weintraub Capital Management,
its General Partner
By /s/Jerald M. Weintraub
_____________________________
Jerald M. Weintraub, Managing
By /s/Jerald M. Weintraub General Partner
_________________________
Jerald M. Weintraub,
Managing General Partner
/s/Jerald M. Weintraub
_______________________________
JERALD M. WEINTRAUB<PAGE>
CUSIP NO. 49460W-01-0 SCHEDULE 13D Page 24 of 26
INDEX TO EXHIBITS
Sequentially
Item Description Numbered Page
Exhibit A Joint Filing Undertaking 25<PAGE>
CUSIP NO. 49460W-01-0 SCHEDULE 13D Page 25 of 26
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: January 24, 1997
STINSON CAPITAL PARTNERS, L.P. RICHARD C. BLUM & ASSOCIATES,
BK CAPITAL PARTNERS IV, L.P. L.P.
By Richard C. Blum & Associates, By Richard C. Blum & Associates,
L.P., its General Partner Inc., its General Partner
By Richard C. Blum &
Associates, Inc., its By /s/John H. Steinhart
General Partner __________________________
John H. Steinhart,
By /s/John H. Steinhart Secretary
_______________________
John H. Steinhart,
Secretary RICHARD C. BLUM & ASSOCIATES,
INC.
THE CARPENTERS PENSION TRUST FOR
SOUTHERN CALIFORNIA
By /s/John H. Steinhart
UNITED BROTHERHOOD OF CARPENTERS _____________________________
AND JOINERS OF AMERICA LOCAL John H. Steinhart,
UNIONS AND COUNCILS PENSION FUND Secretary
INSURANCE COMPANY SUPPORTED
ORGANIZATION PENSION PLAN /s/John H. Steinhart
________________________________
By Richard C. Blum & Associates, RICHARD C. BLUM
L.P., its Investment Adviser
By John H. Steinhart
By Richard C. Blum & Attorney-in-Fact
Associates, Inc., its
General Partner
By /s/John H. Steinhart
_______________________
John H. Steinhart,
Secretary<PAGE>
CUSIP NO. 49460W-01-0 SCHEDULE 13D Page 26 of 26
PRISM PARTNERS I, L.P. WEINTRAUB CAPITAL MANAGEMENT
By Weintraub Capital Management,
its General Partner
By /s/Jerald M. Weintraub
_____________________________
Jerald M. Weintraub, Managing
By /s/Jerald M. Weintraub General Partner
__________________________
Jerald M. Weintraub,
Managing General Partner
/s/Jerald M. Weintraub
________________________________
JERALD M. WEINTRAUB<PAGE>
