UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)*
PLAYTEX PRODUCTS, INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
72813P-10-0
(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)
February 18, 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 21
Exhibit Index Located on Page 20<PAGE>
CUSIP NO. 72813P-10-0 SCHEDULE 13D Page 2 of 21
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 2,736,500*
SHARES
BENEFICIALLY
OWNED BY EACH 9 Sole Dispositive Power -0-
REPORTING
PERSON WITH
10 Shared Dispositive Power 2,736,500*
11 Aggregate Amount Beneficially Owned by Each
Reporting Person 2,736,500*
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain
Shares [ ]
13 Percent of Class Represented by Amount in Row 11 5.4%*
14 Type of Reporting Person PN
* See Item 5 below.<PAGE>
CUSIP NO. 72813P-10-0 SCHEDULE 13D Page 3 of 21
1 Name of Reporting Person BK CAPITAL PARTNERS IV, L.P.
IRS Identification No. of Above Person 94-3139027
2 Check the Appropriate Box if a Member of a Group (a) [x]
(b) [x]
3 SEC USE ONLY
4 Source of Funds WC
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization California
7 Sole Voting Power -0-
NUMBER OF 8 Shared Voting Power 2,736,500*
SHARES
BENEFICIALLY
OWNED BY EACH 9 Sole Dispositive Power -0-
REPORTING
PERSON WITH
10 Shared Dispositive Power 2,736,500*
11 Aggregate Amount Beneficially Owned by Each
Reporting Person 2,736,500*
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain
Shares [ ]
13 Percent of Class Represented by Amount in Row 11 5.4%*
14 Type of Reporting Person PN
* See Item 5 below<PAGE>
CUSIP NO. 72813P-10-0 SCHEDULE 13D Page 4 of 21
1 Name of Reporting Person THE CARPENTERS PENSION TRUST
FOR SOUTHERN CALIFORNIA
IRS Identification No. of Above Person 94-6042875
2 Check the Appropriate Box if a Member of a Group (a) [x]
(b) [x]
3 SEC USE ONLY
4 Source of Funds WC
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization California
7 Sole Voting Power -0-
NUMBER OF 8 Shared Voting Power 2,736,500*
SHARES
BENEFICIALLY
OWNED BY EACH 9 Sole Dispositive Power -0-
REPORTING
PERSON WITH
10 Shared Dispositive Power 2,736,500*
11 Aggregate Amount Beneficially Owned by Each
Reporting Person 2,736,500*
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain
Shares [ ]
13 Percent of Class Represented by Amount in Row 11 5.4%*
14 Type of Reporting Person EP
* See Item 5 below.<PAGE>
CUSIP NO. 72813P-10-0 SCHEDULE 13D Page 5 of 21
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 2,736,500*
SHARES
BENEFICIALLY
OWNED BY EACH 9 Sole Dispositive Power -0-
REPORTING
PERSON WITH
10 Shared Dispositive Power 2,736,500*
11 Aggregate Amount Beneficially Owned by Each
Reporting Person 2,736,500*
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain
Shares [ ]
13 Percent of Class Represented by Amount in Row 11 5.4%*
14 Type of Reporting Person EP
* See Item 5 below.<PAGE>
CUSIP NO. 72813P-10-0 SCHEDULE 13D Page 6 of 21
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 2,736,500*
SHARES
BENEFICIALLY
OWNED BY EACH 9 Sole Dispositive Power -0-
REPORTING
PERSON WITH
10 Shared Dispositive Power 2,736,500*
11 Aggregate Amount Beneficially Owned by Each
Reporting Person 2,736,500*
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain
Shares [ ]
13 Percent of Class Represented by Amount in Row 11 5.4%*
14 Type of Reporting Person EP
* See Item 5 below.<PAGE>
CUSIP NO. 72813P-10-0 SCHEDULE 13D Page 7 of 21
1 Name of Reporting Person RICHARD C. BLUM & ASSOCIATES, L.P.
IRS Identification No. of Above Person 94-3205364
2 Check the Appropriate Box if a Member of a Group (a) [x]
(b) [x]
3 SEC USE ONLY
4 Source of Funds Not applicable
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization California
7 Sole Voting Power -0-
NUMBER OF 8 Shared Voting Power 2,736,500*
SHARES
BENEFICIALLY
OWNED BY EACH 9 Sole Dispositive Power -0-
REPORTING
PERSON WITH
10 Shared Dispositive Power 2,736,500*
11 Aggregate Amount Beneficially Owned by Each
Reporting Person 2,736,500*
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain
Shares [ ]
13 Percent of Class Represented by Amount in Row 11 5.4%*
14 Type of Reporting Person PN, IA
* See Item 5 below.<PAGE>
CUSIP NO. 72813P-10-0 SCHEDULE 13D Page 8 of 21
1 Name of Reporting Person RICHARD C. BLUM & ASSOCIATES, INC.
IRS Identification No. of Above Person 94-2967812
2 Check the Appropriate Box if a Member of a Group (a) [x]
(b) [x]
3 SEC USE ONLY
4 Source of Funds Not applicable
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization California
7 Sole Voting Power -0-
NUMBER OF 8 Shared Voting Power 2,736,500*
SHARES
BENEFICIALLY
OWNED BY EACH 9 Sole Dispositive Power -0-
REPORTING
PERSON WITH
10 Shared Dispositive Power 2,736,500*
11 Aggregate Amount Beneficially Owned by Each
Reporting Person 2,736,500*
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain
Shares [ ]
13 Percent of Class Represented by Amount in Row 11 5.4%*
14 Type of Reporting Person CO
* See Item 5 below.<PAGE>
CUSIP NO. 72813P-10-0 SCHEDULE 13D Page 9 of 21
1 Name of Reporting Person RICHARD C. BLUM
S.S. No. of Above Person ###-##-####
2 Check the Appropriate Box if a Member of a Group (a) [x]
(b) [x]
3 SEC USE ONLY
4 Source of Funds Not applicable
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization USA
7 Sole Voting Power -0-*
NUMBER OF 8 Shared Voting Power 2,736,500*
SHARES
BENEFICIALLY
OWNED BY EACH 9 Sole Dispositive Power -0-*
REPORTING
PERSON WITH
10 Shared Dispositive Power 2,736,500*
11 Aggregate Amount Beneficially Owned by Each
Reporting Person 2,736,500*
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain
Shares [ ]
13 Percent of Class Represented by Amount in Row 11 5.4%*
14 Type of Reporting Person IN
* See Item 5 below.<PAGE>
CUSIP NO. 72813P-10-0 SCHEDULE 13D Page 10 of 21
Item 1. Security and Issuer
This Schedule 13D relates to shares of common stock (the
"Common Stock") of Playtex Products, Inc. (the "Issuer").
The principal executive office and mailing address of the
Issuer is 300 Nyala Farms Road, Westport, CT 06880.
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."); and Richard C. Blum,
the Chairman and a substantial shareholder of RCBA Inc.
(collectively, the "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:
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, RCBA
Chairman and San Francisco, CA L.P.
Director<PAGE>
CUSIP NO. 72813P-10-0 SCHEDULE 13D Page 11 of 21
Principal
Name and Citizen- Occupation
Office Held Business Address ship or Employment
Nils Colin Lind 909 Montgomery St. Norway Managing
Managing Suite 400 Director, RCBA
Director, San Francisco, CA L.P.
Assistant
Secretary and
Director
Jeffrey W. 909 Montgomery St. USA Managing
Ubben Suite 400 Director of
Managing San Francisco, CA Investments,
Director of RCBA L.P.
Investments
Alexander L. 909 Montgomery St. USA Managing
Dean, Jr. Suite 400 Director of
Managing San Francisco, CA Investments,
Director of RCBA L.P.
Investments and
Director
George F. 909 Montgomery St. USA Managing
Hamel, Jr. Suite 400 Director of
Managing San Francisco, CA Marketing,
Director of RCBA L.P.
Marketing
John H. 909 Montgomery St. USA Managing
Steinhart Suite 400 Director and
Managing San Francisco, CA Chief
Director, Chief Administrative
Administrative Officer, RCBA
Officer and L.P.
Secretary
Marc T. 909 Montgomery St. USA Managing
Scholvinck Suite 400 Director and
Managing San Francisco, CA Chief
Director, Chief Financial
Financial Officer, RCBA
Officer and L.P.
Assistant
Secretary
Michael Kane 909 Montgomery St. USA Managing
Managing Suite 400 Director of
Director of San Francisco, CA Investments,
Investments RCBA L.P.<PAGE>
CUSIP NO. 72813P-10-0 SCHEDULE 13D Page 12 of 21
Principal
Name and Citizen- Occupation
Office Held Business Address ship or Employment
Thomas L. 40 Wall Street USA Chairman, Loeb
Kempner New York, NY Partners
Director 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
Cartes Conyers, 4719 Exposition USA President,
Jr., Trustee Boulevard Richard Lane
Los Angeles, CA 90016 Company
Kim Fromer, 22225 Acorn Street USA President,
Trustee Chatsworth, CA 91311 Fromer Inc.
Richard Harris, 292 N. Wilshire Avenue USA General
Trustee Anaheim, CA 92801 Manager,
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 N. 15901 Olden Street USA President,
Tutor, Sylmar, CA 91342 Tutor-Saliba
Co-Chairman, Corporation
Trustee
J.D. Butler, 412 Dawson Drive USA Executive
Trustee Camarillo, CA 93010 Secretary, Gold
Coast District
Council of
Carpenters<PAGE>
CUSIP NO. 72813P-10-0 SCHEDULE 13D Page 13 of 21
Principal
Name and Citizen- Occupation
Office Held Business Address ship or Employment
James K. 520 South Virgil USA Secretary-
Bernsen, Avenue Treasurer,
Trustee Los Angeles, CA 90020 Southern
California-
Nevada Regional
Council of
Carpenters
Douglas J. 520 South Virgil USA General
McCarron, Avenue President, UBC
Trustee Los Angeles, CA 90020
Bill Perry, 520 South Virgil USA Retired
Trustee Avenue
Los Angeles, CA 90020
Buddy Self, 911 20th Street USA Financial
Trustee 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. 520 South Virgil USA General
McCarron, Avenue President, UBC
General Los Angeles, CA 90020
President and
Trustee
Douglas J. 101 Constitution USA First General
Banes, First Avenue, N.W. Vice
General Vice Washington, D.C. President, UBC
President and 20001
Trustee
Andres J. 101 Constitution USA Second General
Silins, Second Avenue, N.W. Vice
General Vice Washington, D.C. President, UBC
President and 20001
Trustee<PAGE>
CUSIP NO. 72813P-10-0 SCHEDULE 13D Page 14 of 21
Principal
Name and Citizen- Occupation
Office Held Business Address ship or Employment
Byron G. Black 150 Cambria Road USA Business
North Representative
Goderich, Ontario Carpenters
N7A 2R1 Local Union
2222
Kenneth H. Busch 130 Tri-County USA Secretary and
Parkway, Suite 403 Business
Cincinnati, OH 45246 Manager
Southwest Ohio
District
Council of
Carpenters
Jim R. Green 448 Hegenberger Road USA Executive
Oakland, CA 94621- Secretary
1418 Bay Counties
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
Fred R. Marcon, Insurance Services USA President,
Fiduciary Office Insurance
7 World Trade Services
Center Office
New York, NY 10048<PAGE>
CUSIP NO. 72813P-10-0 SCHEDULE 13D Page 15 of 21
Principal
Name and Citizen- Occupation
Office Held Business Address ship or Employment
Gail P. Norstrom, Industrial Risk USA President &
Fiduciary Insurers CEO,
85 Woodland Street Industrial
Hartford, Risk Insurers
Connecticut 06102
A. James Brodsky, Insurance Company USA Director,
Director Supported Insurance
Organizations Company
Pension Plan and Supported
Trust Organizations
1130 Connecticut Pension Plan
Avenue, N.W. and Trust
Washington, DC
20036
* * *
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 Reporting Persons.
Item 4. Purpose of Transaction
The Reporting Persons acquired the securities of the Issuer
in the ordinary course of their business, which is an
investment business. In the ordinary course of that
business, the Reporting Persons may discuss from time to time
with representatives of the Issuer and with selected
shareholders of the Issuer ideas that the Reporting Persons
believe might enhance shareholder value, including ideas that
might, if effected, result in any of the following: the
acquisition by persons of additional securities of the
Issuer, an extraordinary corporate transaction involving the
Issuer, and/or changes in the board of directors or
management of the Issuer. Depending upon market conditions<PAGE>
CUSIP NO. 72813P-10-0 SCHEDULE 13D Page 16 of 21
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 own beneficially.
Other than as set forth in this statement, the Reporting
Persons do not 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 50,896,068 shares of Common
Stock issued and outstanding as of February 19, 1997. 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 300,800 0.6%
BK IV 149,800 0.3%
Carpenters Trust 1,752,300 3.4%
UBC 234,500 0.5%
ICSOPP 278,500 0.5%
_________ ____
Total 2,715,900 5.3%
========= ====
In addition, because RCBA L.P. has voting and investment
power with respect to 20,600 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.<PAGE>
CUSIP NO. 72813P-10-0 SCHEDULE 13D Page 17 of 21
Voting and investment power with respect to the above shares
are held solely by RCBA L.P. The Reporting Persons therefore
may be deemed to be members in a group, in which case each
Reporting Person would be deemed to have beneficial ownership
of an aggregate of 2,736,500 shares of the Common Stock,
which is 5.4% 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.
(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 02/18/97 32,500 9.6667
02/20/97 21,500 9.5625
02/21/97 17,100 9.3750
02/24/97 15,600 9.7870
BK IV None
Carpenters Trust 02/18/97 17,600 9.6667
02/20/92 11,500 9.5625
02/21/97 8,700 9.3750
02/24/97 8,500 9.7870
UBC 02/18/97 13,200 9.6667
02/20/92 8,500 9.5625
02/21/97 6,000 9.3750
02/24/97 6,300 9.7870
ICSOPP 02/18/97 6,200 9.6667
02/20/92 4,000 9.5625
02/21/97 2,600 9.3750
02/24/97 2,900 9.7870
The Common Fund 02/18/97 5,500 9.6667
02/19/97 3,100 9.7500
02/20/92 4,500 9.5625
02/21/97 3,600 9.3750
02/24/97 3,900 9.7870
(d) and (e) Not applicable.<PAGE>
CUSIP NO. 72813P-10-0 SCHEDULE 13D Page 18 of 21
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. 72813P-10-0 SCHEDULE 13D Page 19 of 21
Signatures
After reasonable inquiry and to the best of their knowledge
and belief, the undersigned certify that the information set
forth in this statement is true, complete and correct.
DATED: February 25, 1997
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,
By /s/ John H. Steinhart Managing Director, Chief
________________________ Administrative Officer and
John H. Steinhart, Secretary
Managing Director,
Chief Administrative
Officer and Secretary RICHARD C. BLUM & ASSOCIATES,
INC.
THE CARPENTERS PENSION TRUST
FOR SOUTHERN CALIFORNIA By /s/John H. Steinhart
___________________________
UNITED BROTHERHOOD OF John H. Steinhart,
CARPENTERS AND JOINERS OF Managing Director, Chief
AMERICA LOCAL UNIONS AND Administrative Officer and
COUNCILS PENSION FUND Secretary
INSURANCE COMPANY SUPPORTED /s/ John H. Steinhart
ORGANIZATION PENSION PLAN ______________________________
RICHARD C. BLUM
By Richard C. Blum &
Associates, L.P., its By John H. Steinhart
Investment Advisor Attorney-in-Fact
By Richard C. Blum &
Associates, Inc., its
General Partner
By /s/John H. Steinhart
_______________________
John H. Steinhart,
Managing Director,
Chief Administrative
Officer and Secretary<PAGE>
CUSIP NO. 72813P-10-0 SCHEDULE 13D Page 20 of 21
INDEX TO EXHIBITS
Sequentially
Item Description Numbered Page
Exhibit A Joint Filing Undertaking 21<PAGE>
CUSIP NO. 72813P-10-0 SCHEDULE 13D Page 21 of 21
EXHIBIT A
JOINT FILING UNDERTAKING
The undersigned, being duly authorized thereunto, hereby execute
this agreement as an exhibit to this Schedule 13D to evidence
the agreement of the below-names parties, in accordance with
rules promulgated pursuant to the Securities Exchange Act of
1934, to file this Amendment jointly on behalf of each of such
parties.
DATED: February 25, 1997
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 & By /s/John H. Steinhart
Associates, Inc., its __________________________
General Partner John H. Steinhart,
Managing Director, Chief
By /s/John H. Steinhart Administrative Officer and
_______________________ Secretary
John H. Steinhart,
Managing Director,
Chief Administrative RICHARD C. BLUM & ASSOCIATES,
Officer and Secretary INC.
THE CARPENTERS PENSION TRUST By /s/John H. Steinhart
FOR SOUTHERN CALIFORNIA ___________________________
UNITED BROTHERHOOD OF John H. Steinhart,
CARPENTERS AND JOINERS OF Managing Director, Chief
AMERICA LOCAL UNIONS AND Administrative Officer and
COUNCILS PENSION FUND Secretary
INSURANCE COMPANY SUPPORTED
ORGANIZATION PENSION PLAN /s/ John H. Steinhart
______________________________
By Richard C. Blum & 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,
Managing Director,
Chief Administrative
Officer and Secretary<PAGE>
