<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)*
APRIA HEALTHCARE GROUP INC.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of class of securities)
037933108
(CUSIP number)
Ralph V. Whitworth
Relational Investors, LLC
4330 La Jolla Village Drive, Suite 220
San Diego, California 92122
(619) 597-9400
(Name, address and telephone number of person authorized
to receive notices and communications)
September 29, 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-l(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-l(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 the following page(s))
Page 1 of 28 pages
<PAGE> 2
SCHEDULE 13D
CUSIP No. 037933108 PAGE 2 OF 28 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
RELATIONAL INVESTORS, LLC
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
00
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
5,141,900
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 5,141,900
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
5,141,900
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.99%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
OO
- --------------------------------------------------------------------------------
<PAGE> 3
SCHEDULE 13D
CUSIP No. 037933108 PAGE 3 OF 28 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
RELATIONAL INVESTORS, L.P.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
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
Delaware
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
3,919,460
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 3,919,460
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
3,919,460
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.61%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
- --------------------------------------------------------------------------------
<PAGE> 4
SCHEDULE 13D
CUSIP No. 037933108 PAGE 4 OF 28 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
RELATIONAL FUND PARTNERS, L.P.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC/OO
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
373,605
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 373,605
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
373,605
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
- ---------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.73%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
- --------------------------------------------------------------------------------
<PAGE> 5
SCHEDULE 13D
CUSIP No. 037933108 PAGE 5 OF 28 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
RELATIONAL COAST PARTNERS, L.P.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC/OO
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
180,861
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 180,861
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
180,861
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.35%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
- --------------------------------------------------------------------------------
<PAGE> 6
SCHEDULE 13D
CUSIP No. 037933108 PAGE 6 OF 28 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
RELATIONAL PARTNERS, L.P.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC/OO
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
573,818
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 573,818
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
573,818
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.11%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
- --------------------------------------------------------------------------------
<PAGE> 7
SCHEDULE 13D
CUSIP No. 037933108 PAGE 7 OF 28 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
RALPH V. WHITWORTH
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
NA
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 5,141,900
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
5,141,900
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
5,141,900
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.99%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
<PAGE> 8
SCHEDULE 13D
CUSIP No. 037933108 PAGE 8 OF 28 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DAVID H. BATCHELDER
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
NA
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 5,141,900
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
5,141,900
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
5,141,900
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.99%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
<PAGE> 9
SCHEDULE 13D
CUSIP No. 037933108 PAGE 9 OF 28 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
JOEL L. REED
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
NA
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 5,141,900
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
5,141,900
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
5,141,900
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.99%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
<PAGE> 10
ITEM 1. SECURITY AND ISSUER.
This Statement on Schedule 13D (the "Statement") relates to the common
stock, par value $0.001 per share (the "Shares"), of Apria Healthcare Group
Inc., a Delaware corporation (the "Company"). The principal executive offices of
the Company are located at 3560 Hyland Avenue, Costa Mesa, California 92626.
ITEM 2. IDENTITY AND BACKGROUND.
This Statement is being filed by and on behalf of Relational Investors,
L.P. ("RILP"), Relational Fund Partners, L.P. ("RFP"), Relational Coast
Partners, L.P. ("RCP"), and Relational Partners, L.P. ("RP"). Each of RILP, RFP,
RCP and RP is a Delaware limited partnership. The principal business of each of
RILP, RFP, RCP and RP is investing in securities.
This Statement is also being filed by and on behalf of Relational
Investors, LLC ("RILLC"), a Delaware limited liability company. The principal
business of RILLC is being the sole general partner of RILP, RFP, RCP and RP.
RILP, RFP, RCP, RP, and an account managed by RILLC are the beneficial owners of
the securities covered by this Statement. Pursuant to the Limited Partnership
Agreement for each of RILP, RFP, RCP and RP, and the investment management
agreement for the account managed by RILLC, RILLC has sole investment discretion
and voting authority with respect to the securities covered by this Statement.
This Statement is also being filed by and on behalf of Ralph V.
Whitworth, David H. Batchelder and Joel L. Reed. Messrs. Whitworth, Batchelder
and Reed are the Managing Members of RILLC, in which capacity they share voting
control and dispositive power over the Shares. Messrs. Whitworth, Batchelder and
Reed, therefore, may be deemed to have shared indirect beneficial ownership over
the Shares. The present principal occupation of each of Messrs. Whitworth and
Batchelder is serving as a Managing Member of RILLC. The present principal
occupation of Mr. Reed is serving as President of Batchelder & Partners, Inc.
(Messrs. Whitworth, Batchelder and Reed, together with RILP, RFP, RCP, RP and
RILLC, hereinafter, the "Reporting Persons").
During the last five years, none of the Reporting Persons has been (i)
convicted in a criminal proceeding or (ii) 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.
The business address of each of the Reporting Persons is 4330 La Jolla
Village Drive, Suite 220, San Diego, California 92122.
<PAGE> 11
Messrs. Whitworth, Batchelder and Reed are each citizens of the United
States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
An account managed by RILLC purchased an aggregate of 94,156 Shares
for total consideration (including brokerage commissions) of $1,320,307 derived
from capital in the managed account and margin borrowings from the client margin
account at Donaldson, Lufkin & Jenrette Securities Corporation ("DLJ").
RILP purchased an aggregate of 3,919,460 Shares for total consideration
(including brokerage commissions) of $59,613,533 derived from the capital of
RILP.
RFP purchased an aggregate of 373,605 Shares for total consideration
(including brokerage commissions) of $5,469,895 derived from the capital of RFP
and margin borrowings from a margin account at DLJ.
RCP purchased an aggregate of 180,861 Shares for total consideration
(including brokerage commissions) of $2,586,991 derived from the capital of RCP
and margin borrowings from a margin account at DLJ.
RP purchased an aggregate of 573,818 Shares for total consideration
(including brokerage commissions) of $8,024,785 derived from the capital of RP
and margin borrowings from a margin account at DLJ.
Interest on the margin debt balance of each of the margin accounts
described above is charged at the then Federal Funds Rate plus 75 basis points.
DLJ has a lien on the Shares held by the account managed by RILLC and those held
by each of RFP, RCP and RP to secure the repayment of the margin borrowings
described above.
ITEM 4. PURPOSE OF THE TRANSACTION.
The Reporting Persons have acquired the Shares of the Company for
investment purposes because, in their opinion, such Shares are undervalued by
the market at the present time. In June of 1997 the Company announced that it
had retained the investment banking firm of Goldman Sachs & Co. as the Company's
financial adviser and would commence a process to explore alternatives to
enhance shareholder value, including the possibility of a merger or sale of the
Company or a capital restructuring (the "Goldman Process"). The Company also
announced that it had begun to restructure its operations to focus more fully on
core business lines and phase out "lower-margin, non-core businesses" (the
"Restructuring").
<PAGE> 12
The Reporting Persons intend to monitor closely the Goldman Process and
to review developments at the Company as it undertakes the Goldman Process and
the Restructuring. If the Goldman Process does not result in a substantial
enhancement to shareholder value, the Reporting Persons intend to take steps to
induce the Company's board of directors immediately to assess (i) the
effectiveness of the current structure and composition of the board and (ii) the
performance and composition of current senior management.
The Reporting Persons may modify their plans, in light of future
developments. Such future plans may include, without limitation, (i) seeking a
Special Meeting of the shareholders of the Company in accordance with the
Company's by-laws, (ii) seeking representation on the Company's board of
directors either through negotiation or through solicitation of proxies, or
(iii) supporting the efforts of others to obtain representation on the Company's
board of directors.
The Reporting Persons may discuss the Company from time to time with
members of the management of the Company, its board of directors and their
advisers, may communicate with other shareholders and interested parties
concerning the Company, and may exercise any and all of their respective rights
as shareholders of the Company in a manner consistent with their equity
interests.
The Reporting Persons may from time-to-time (i) acquire additional
Shares (subject to availability at prices deemed favorable) in the open market,
in privately negotiated transactions or otherwise, or (ii) dispose of Shares at
prices deemed favorable in the open market, in privately negotiated transactions
or otherwise.
Except as set forth above, none of the Reporting Persons has any
present plan or intention which would result in or relate to any of the actions
described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of the date of this Statement, the Reporting Persons
beneficially owned in the aggregate 5,141,900 Shares constituting 9.99% of the
outstanding Shares (the percentage of Shares owned being based upon 51,473,919
Shares outstanding at August 8, 1997 as set forth in the Company's Form 10-Q for
the quarter ended June 30, 1997). The Reporting Persons may be deemed to have
direct beneficial ownership of Shares as follows:
<TABLE>
<CAPTION>
NAME NUMBER OF SHARES PERCENT OF OUTSTANDING SHARES
- ---- ---------------- -----------------------------
<S> <C> <C>
RILLC 94,156 0.18%
RILP 3,919,460 7.62%
RFP 373,605 0.73%
RCP 180,861 0.35%
RP 573,818 1.11%
</TABLE>
<PAGE> 13
RILLC, in its capacity as an investment management consultant, may be
deemed to possess direct beneficial ownership of the 94,156 Shares that are
owned by an account which it manages. Additionally, RILLC, as the sole general
partner of each of RILP, RFP, RCP and RP may be deemed indirectly to own
beneficially (as that term is defined in Rule 13d-3 under the Securities
Exchange Act of 1934) the Shares of which any of RILP, RFP, RCP and RP may be
deemed to possess direct beneficial ownership. Each of Messrs. Whitworth,
Batchelder and Reed, as Managing Members of RILLC, may be deemed to share
beneficial ownership of the Shares which RILLC may beneficially own. Each of
Messrs. Whitworth, Batchelder and Reed disclaims beneficial ownership of such
Shares for all other purposes.
To the best of the knowledge of each of the Reporting Persons, other
than as set forth above, none of the persons named in Item 2 is the beneficial
owner of any Shares.
(b) RILP has the sole power to vote or direct the vote of 3,919,460
Shares and the sole power to dispose or direct the disposition of such Shares.
RFP has the sole power to vote or direct the vote of 373,605 Shares and
the sole power to dispose or direct the disposition of such Shares.
RCP has the sole power to vote or direct the vote of 180,861 Shares and
the sole power to dispose or direct the disposition of such Shares.
RP has the sole power to vote or direct the vote of 573,818 Shares and
the sole power to dispose or direct the disposition of such Shares.
RILLC has the sole power to vote or direct the vote of 94,156 Shares
held by an account which it manages, and the sole power to dispose or direct the
disposition of such Shares. In addition, RILLC, as sole General Partner of RILP,
RFP, RCP and RP, may be deemed to have the sole power to vote or direct the vote
of 5,047,744 Shares held by such Reporting Persons, and the sole power to
dispose or direct the disposition of such Shares. Messrs. Batchelder, Whitworth
and Reed, as the Managing Members of RILLC, may be deemed to share the power to
vote or to direct the vote and to dispose or to direct the disposition of such
Shares.
(c) Information concerning transactions in the Shares by the Reporting
Persons during the past sixty (60) days is set forth in Exhibit 1 attached
hereto.
(d) No other person is known to have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of, the
Shares, except that dividends from, and proceeds from the sale of, the Shares
held by the account managed by RILLC may be delivered to such account.
<PAGE> 14
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
To the best of the knowledge of the Reporting Persons, there are no
contracts, arrangements, understandings or relationships (legal or otherwise)
among the Reporting Persons or between the Reporting Persons and any other
person with respect to any securities of the Company, including but not limited
to transfer or voting of any of the securities, 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, except as follows: The
respective partnership agreements of RILP, RFP, RCP, and RP each contains
provisions whereby its general partner (i.e., RILLC) may, after certain
adjustments, receive a percentage of realized profits, if any, derived from that
partnership's investments.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The following Exhibits are filed herewith:
1. Information concerning transactions in the Shares
effected by the Reporting Persons in the last sixty
days.
2. Customer Agreement with Donaldson, Lufkin & Jenrette
Securities Corporation.
3. Joint Filing Agreement.
<PAGE> 15
SIGNATURES
After reasonable inquiry and to the best of their knowledge
and belief, the undersigned certify that the information contained in this
Statement is true, complete and correct.
Dated: October 9, 1997
RELATIONAL INVESTORS, L.P.
RELATIONAL FUND PARTNERS, L.P.
RELATIONAL COAST PARTNERS, L.P.
RELATIONAL PARTNERS, L.P.
By: Relational Investors, LLC
----------------------------------
as general partner to each
By: /s/ Ralph V. Whitworth
------------------------------
Ralph V. Whitworth
Managing Member
RELATIONAL INVESTORS, LLC
By: /s/ Ralph V. Whitworth
----------------------------------
Ralph V. Whitworth
Managing Member
/s/ Ralph V. Whitworth
- -------------------------------------
Ralph V. Whitworth
/s/ David H. Batchelder
- -------------------------------------
David H. Batchelder
/s/ Joel L. Reed
- -------------------------------------
Joel L. Reed
<PAGE> 16
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description Page No.
- ----------- ----------- --------
<S> <C> <C> <C>
1. Information concerning transactions in the Shares
effected by the Reporting Persons in the last sixty
days.
2. Customer Agreement with Donaldson,
Lufkin & Jenrette Securities
Corporation.
3. Joint Filing Agreement.
</TABLE>
<PAGE> 1
<PAGE> 2
Exhibit 1
TRANSACTIONS IN SHARES OF THE COMPANY
DURING THE PAST SIXTY (60) DAYS
The Reporting Persons engaged in the following transactions in Shares
of the Company during the past sixty (60) days. All transactions involved
purchases of Shares on the New York Stock Exchange, unless marked (P) or (T)
in the second column to indicate a purchase on the Pacific Stock Exchange or
in the Third Market, respectively.
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------
Reporting Person Denotes Date Number Price Per
with Direct Beneficial Third Mkt. of of Share (including
Ownership Trade Transaction Shares commissions)
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Relational Investors, L.P. 8/14/97 3,833 $16.75
Relational Investors, L.P. (T) 8/14/97 11,590 $16.75
Relational Investors, L.P. 9/15/97 18,508 $17.55
Relational Investors, L.P. 9/16/97 74,032 $16.77
Relational Investors, L.P. 9/17/97 169,656 $14.53
Relational Investors, L.P. (P) 9/17/97 77,116 $14.53
Relational Investors, L.P. 9/18/97 98,709 $14.06
Relational Investors, L.P. (P) 9/18/97 86,370 $14.06
Relational Investors, L.P. 9/19/97 74,339 $13.92
Relational Investors, L.P. (T) 9/19/97 9,254 $13.92
Relational Investors, L.P. 9/22/97 61,692 $13.94
Relational Investors, L.P. 9/23/97 13,635 $13.99
Relational Investors, L.P. 9/24/97 46,270 $13.92
Relational Investors, L.P. 9/29/97 107,963 $13.30
Relational Investors, L.P. (T) 9/29/97 27,762 $13.30
Relational Investors, L.P. 9/30/97 120,672 $13.42
Relational Investors, L.P. (T) 9/30/97 127,149 $13.42
Relational Investors, L.P. 10/1/97 18,659 $13.30
Relational Investors, L.P. (T) 10/1/97 185,819 $13.30
Relational Investors, L.P. 10/2/97 35,383 $13.33
Relational Investors, L.P. (T) 10/2/97 415,228 $13.33
Relational Investors, L.P. 10/3/97 66,508 $13.30
Relational Investors, L.P. 10/6/97 58,354 $13.76
Relational Investors, L.P. 10/7/97 87,708 $14.08
Relational Investors, L.P. 10/8/97 109,596 $14.09
Relational Investors, L.P. (T) 10/8/97 232,854 $14.09
Relational Investors, L.P. (T) 10/9/97 317,441 $14.05
Relational Fund Partners, LP 8/14/97 613 $16.75
Relational Fund Partners, LP (T) 8/14/97 1,855 $16.75
Relational Fund Partners, LP 9/15/97 2,961 $17.55
Relational Fund Partners, LP 9/16/97 11,845 $16.77
Relational Fund Partners, LP 9/17/97 27,145 $14.53
Relational Fund Partners, LP (P) 9/17/97 12,338 $14.53
Relational Fund Partners, LP 9/18/97 15,793 $14.06
Relational Fund Partners, LP (P) 9/18/97 13,819 $14.06
Relational Fund Partners, LP 9/19/97 11,894 $13.92
Relational Fund Partners, LP (T) 9/19/97 1,481 $13.92
Relational Fund Partners, LP 9/22/97 9,871 $13.94
Relational Fund Partners, LP 9/23/97 2,181 $13.99
Relational Fund Partners, LP 9/24/97 7,403 $13.93
Relational Fund Partners, LP 9/29/97 17,273 $13.30
- ----------------------------------------------------------------------------------------------------------------
</TABLE>
Page 1
<PAGE> 3
EXHIBIT 1 - SIXTY DAYS DETAIL
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------
Reporting Person Denotes Date Number Price Per
with Direct Beneficial Third Mkt. of of Share (including
Ownership Trade Transaction Shares commissions)
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Relational Fund Partners, LP (T) 9/29/97 4,442 $13.30
Relational Fund Partners, LP 9/30/97 19,307 $13.42
Relational Fund Partners, LP (T) 9/30/97 20,343 $13.42
Relational Fund Partners, LP 10/1/97 1,533 $13.30
Relational Fund Partners, LP (T) 10/1/97 15,266 $13.30
Relational Fund Partners, LP 10/2/97 2,907 $13.33
Relational Fund Partners, LP (T) 10/2/97 34,112 $13.33
Relational Fund Partners, LP 10/3/97 5,464 $13.30
Relational Fund Partners, LP 10/6/97 5,037 $13.76
Relational Fund Partners, LP 10/7/97 8,195 $14.08
Relational Fund Partners, LP 10/8/97 10,240 $14.09
Relational Fund Partners, LP (T) 10/8/97 21,756 $14.09
Relational Fund Partners, LP (T) 10/9/97 26,079 $14.05
Relational Coast Partners, LP 8/14/97 359 $16.75
Relational Coast Partners, LP (T) 8/14/97 1,085 $16.75
Relational Coast Partners, LP 9/15/97 1,734 $17.55
Relational Coast Partners, LP 9/16/97 6,933 $16.77
Relational Coast Partners, LP 9/17/97 15,889 $14.53
Relational Coast Partners, LP (P) 9/17/97 7,222 $14.53
Relational Coast Partners, LP 9/18/97 9,244 $14.06
Relational Coast Partners, LP (P) 9/18/97 8,089 $14.06
Relational Coast Partners, LP 9/19/97 6,962 $13.92
Relational Coast Partners, LP (T) 9/19/97 867 $13.92
Relational Coast Partners, LP 9/22/97 5,778 $13.94
Relational Coast Partners, LP 9/23/97 1,277 $13.99
Relational Coast Partners, LP 9/24/97 4,333 $13.92
Relational Coast Partners, LP 9/29/97 10,111 $13.30
Relational Coast Partners, LP (T) 9/29/97 2,600 $13.30
Relational Coast Partners, LP 9/30/97 11,301 $13.42
Relational Coast Partners, LP (T) 9/30/97 11,908 $13.42
Relational Coast Partners, LP 10/1/97 631 $13.30
Relational Coast Partners, LP (T) 10/1/97 6,284 $13.30
Relational Coast Partners, LP 10/2/97 1,197 $13.33
Relational Coast Partners, LP (T) 10/2/97 14,042 $13.33
Relational Coast Partners, LP 10/3/97 2,249 $13.30
Relational Coast Partners, LP 10/6/97 2,366 $13.77
Relational Coast Partners, LP 10/7/97 4,563 $14.08
Relational Coast Partners, LP 10/8/97 5,701 $14.09
Relational Coast Partners, LP (T) 10/8/97 12,113 $14.09
Relational Coast Partners, LP (T) 10/9/97 10,735 $14.05
- ----------------------------------------------------------------------------------------------------------------
</TABLE>
Page 2
<PAGE> 4
EXHIBIT 1 - SIXTY DAYS DETAIL
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------
Reporting Person Denotes Date Number Price Per
with Direct Beneficial Third Mkt. of of Share (including
Ownership Trade Transaction Shares commissions)
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Relational Partners LP 8/14/97 1,195 $16.75
Relational Partners LP (T) 8/14/97 3,613 $16.75
Relational Partners LP 9/15/97 5,769 $17.55
Relational Partners LP 9/16/97 23,078 $16.77
Relational Partners LP 9/17/97 52,887 $14.53
Relational Partners LP (P) 9/17/97 24,039 $14.53
Relational Partners LP 9/18/97 30,771 $14.06
Relational Partners LP (P) 9/18/97 26,924 $14.06
Relational Partners LP 9/19/97 23,174 $13.92
Relational Partners LP (T) 9/19/97 2,885 $13.92
Relational Partners LP 9/22/97 19,232 $13.94
Relational Partners LP 9/23/97 4,250 $13.99
Relational Partners LP 9/24/97 14,424 $13.92
Relational Partners LP 9/29/97 33,655 $13.30
Relational Partners LP (T) 9/29/97 8,654 $13.30
Relational Partners LP 9/30/97 37,617 $13.42
Relational Partners LP (T) 9/30/97 39,636 $13.42
Relational Partners LP 10/1/97 2,900 $13.30
Relational Partners LP (T) 10/1/97 28,884 $13.30
Relational Partners LP 10/2/97 5,500 $13.33
Relational Partners LP (T) 10/2/97 64,542 $13.33
Relational Partners LP 10/3/97 10,338 $13.30
Relational Partners LP 10/6/97 8,334 $13.76
Relational Partners LP 10/7/97 10,638 $14.08
Relational Partners LP 10/8/97 13,293 $14.09
Relational Partners LP (T) 10/8/97 28,243 $14.09
Relational Partners LP (T) 10/9/97 49,343 $14.05
Relational Investors, LLC 8/14/97 213 $16.75
Relational Investors, LLC (T) 8/14/97 644 $16.75
Relational Investors, LLC 9/15/97 1,028 $17.55
Relational Investors, LLC 9/16/97 4,112 $16.77
Relational Investors, LLC 9/17/97 9,424 $14.53
Relational Investors, LLC (P) 9/17/97 4,284 $14.53
Relational Investors, LLC 9/18/97 5,483 $14.06
Relational Investors, LLC (P) 9/18/97 4,798 $14.06
Relational Investors, LLC 9/19/97 4,130 $13.92
Relational Investors, LLC (T) 9/19/97 514 $13.92
Relational Investors, LLC 9/22/97 3,427 $13.94
Relational Investors, LLC 9/23/97 757 $13.99
Relational Investors, LLC 9/24/97 2,570 $13.92
Relational Investors, LLC 9/29/97 5,998 $13.30
- ----------------------------------------------------------------------------------------------------------------
</TABLE>
Page 3
<PAGE> 5
EXHIBIT 1 - SIXTY DAYS DETAIL
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------
Reporting Person Denotes Date Number Price Per
with Direct Beneficial Third Mkt. of of Share (including
Ownership Trade Transaction Shares commissions)
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Relational Investors, LLC (T) 9/29/97 1,542 $13.30
Relational Investors, LLC 9/30/97 6,704 $13.42
Relational Investors, LLC (T) 9/30/97 7,063 $13.42
Relational Investors, LLC 10/1/97 376 $13.30
Relational Investors, LLC (T) 10/1/97 3,748 $13.30
Relational Investors, LLC 10/2/97 714 $13.33
Relational Investors, LLC (T) 10/2/97 8,375 $13.33
Relational Investors, LLC 10/3/97 1,341 $13.30
Relational Investors, LLC 10/6/97 1,209 $13.76
Relational Investors, LLC 10/7/97 1,896 $14.08
Relational Investors, LLC 10/8/97 2,370 $14.09
Relational Investors, LLC (T) 10/8/97 5,034 $14.09
Relational Investors, LLC (T) 10/9/97 6,402 $14.05
- ----------------------------------------------------------------------------------------------------------------
</TABLE>
Page 4
<PAGE> 1
Exhibit 2
CUSTOMER AGREEMENT WITH DONALDSON,
LUFKIN & JENRETTE SECURITIES CORPORATION
DONALDSON, LUFKIN & JENRETTE
Securities Corporation
277 Park Avenue - New York, New York 10172
CUSTOMER AGREEMENT
In consideration of your accepting and carrying for the undersigned one
or more accounts, the undersigned hereby consents and agrees that
APPLICABLE RULES AND REGULATIONS
1. All transactions for the undersigned shall be subject to the constitution,
rules, regulations, customs and usages of the exchange or market and its
clearing house, if any, where executed by you or your agents, including your
subsidiaries and affiliates.
DEFINITION
2. For purposes of this agreement, "securities, commodities and other property,"
as used herein shall include, but not be limited to money, securities and
commodities of every kind and nature and all contracts and options relating
thereto, whether for present or future delivery.
LIEN
3. All securities, commodities and other property now or hereafter held, carried
or maintained by you in your possession and control for any purpose, in or for
any of the accounts of the undersigned, now or hereafter opened, including
accounts in which the undersigned may have an interest, shall be subject to a
lien for the discharge of all the indebtedness and other obligations of the
undersigned to you, and are to be held by you as security for the payment of any
liability or indebtedness of the undersigned to you in any of said accounts. You
shall have the right to transfer securities, commodities and other property so
held by you from or to any other of the accounts of the undersigned whenever in
your judgment you consider such a transfer necessary for your protection. In
enforcing your lien, you shall have the discretion to determine which securities
and property are to be sold and which contracts are to be closed.
LIQUIDATION
4. You shall have the right in accordance with your general policies regarding
your margin maintenance requirements, as such may be modified, amended or
supplemented from time to time, or if, in your discretion you consider it
necessary for your protection to require additional collateral at an earlier or
<PAGE> 2
later point in time than called for by said general policies, or in the event
that a petition in bankruptcy or for appointment of a receiver is filed by or
against the undersigned, or an attachment is levied against the accounts of the
undersigned, or in the event of the death of the undersigned, to sell any or all
securities, commodities and other property in the accounts of the undersigned
with you whether carried individually or jointly with others, to buy any or all
securities, commodities and other property which may be short in such accounts,
to cancel any open orders and to close any or all outstanding contracts, all
without demand for margin or additional margin, notice of sale or purchase or
other notice or advertisement. Any such sales or purchases may be made at your
discretion on any exchange or other market where such business is usually
transacted, or at public auction or private sale, and you may be the purchasers
for your own account. It being understood that a prior demand, or call or prior
notice of the time and place of such sale or purchase shall not be considered a
waiver of your right to sell or buy without demand or notice as herein provided.
PAYMENT OF INDEBTEDNESS UPON DEMAND
5. The undersigned shall at all times be liable for the payment upon demand of
any debit balance or other obligations owing in any of the accounts of the
undersigned with you and the undersigned shall be liable to you for any
deficiency remaining in any such accounts in the event of the liquidation
thereof, in whole or in part, by you or by the undersigned and the undersigned
shall make payment of such obligations and indebtedness upon demand.
LIABILITY FOR COSTS OF COLLECTION
6. The reasonable costs and expenses of collection of the debit balance and any
unpaid deficiency in the accounts of the undersigned with you, including, but
not limited to, attorney's fees, incurred and payable or paid by you shall be
payable to you by the undersigned.
PLEDGE OF SECURITIES, COMMODITIES AND OTHER PROPERTY
7. All securities, commodities, and other property now or thereafter held,
carried or maintained by you in your possession in any of the accounts of the
undersigned may be pledged and repledged by you from time to time, without
notice to the undersigned, either separately or in common with other such
securities, commodities and other property for any amount due in the accounts of
the undersigned, or for any greater amount, and you may do so without retaining
to your possession or control for delivery a like amount of similar securities,
commodities or other property.
MARGIN REQUIREMENTS, CREDIT CHARGES AND CREDIT INVESTIGATION
8. The undersigned will at all times maintain such securities, commodities and
other property in the accounts of the undersigned for margin purposes as you
shall require from time to time and the monthly debit balances or adjusted
balances in the accounts of the undersigned with you shall be charged in
accordance with
<PAGE> 3
your usual custom, with interest at a rate permitted by the laws of the State of
New York. It is understood that the interest charge made to the undersigned's
account at the close of a charge period will be added to the opening balance for
the next charge period unless paid.
You may exchange credit information about the undersigned with others.
You may request a credit report on the undersigned and, upon request, you will
state the name and address of the consumer reporting agency that furnished it.
If you extend, update or renew the undersigned's credit, you may request a new
credit report without telling the undersigned.
PRESUMPTION OF RECEIPT OF COMMUNICATIONS
9. Communications may be sent to the undersigned at the address of the
undersigned or at such other address as the undersigned may hereafter give you
in writing, and all communications so sent, whether by mail, telegraph,
messenger or otherwise, shall be deemed given to the undersigned personally,
whether actually received or not.
NON-INVESTMENT ADVICE
10. The undersigned acknowledges that you will not provide the undersigned with
any legal, tax or accounting advice, that your employees are not authorized to
give any such advice and that the undersigned will not solicit or rely upon any
such advice from you or your employees whether in connection with transactions
in or for any of the accounts of the undersigned or otherwise. In making legal,
tax or accounting decisions with respect to transactions in or for the accounts
of the undersigned or any other matter, the undersigned will consult with and
rely upon its own advisors and not you, and you shall have no liability
therefor.
SCOPE AND TRANSFERABILITY
11. This agreement shall cover individually and collectively all accounts which
the undersigned may open or reopen with you, and shall inure to the benefit of
your successors whether by merger, consolidation or otherwise, and assigns, and
you may transfer the accounts of the undersigned to your successors and assigns,
and this agreement shall be binding upon the heirs, executors, administrators,
successors and assigns of the undersigned.
EXTRAORDINARY EVENTS
12. You shall not be liable for loss caused directly or indirectly by government
restrictions, exchange or market rulings, suspension of trading, war, strikes or
other conditions beyond your control.
REPRESENTATIONS AS TO CAPACITY TO ENTER INTO AGREEMENT
13. The undersigned, if an individual, represents that the undersigned is of
full age, that unless otherwise disclosed to you in writing, the undersigned is
not an employee of any exchange, or of any corporation of which any exchange
owns a majority of the capital stock, or of a member firm or member
<PAGE> 4
corporation registered on any exchange or of a bank, trust company, insurance
company or of any corporations, firm or individual engaged in the business of
dealing either as a broker or as principal in securities, bills of exchange,
acceptances or other forms of commercial paper. The undersigned further
represents that no one except the undersigned has an interest in the account or
accounts of the undersigned with you.
JOINT AND SEVERAL LIABILITY
14. If the undersigned shall consist of more than one individual, their
obligations under this agreement shall be joint and several. The undersigned
have executed the Joint Account Agreement and made the election required
therein.
OPTION TRANSACTIONS
15. If at any time the undersigned shall enter into any transaction for the
purchase or resale of an option contract, the undersigned hereby agrees to abide
by the rules of any national securities association, registered securities
exchange or clearing organization applicable to the trading of option contracts
and, acting alone or in concert, will not violate the position or exercise
limitation rules of any such association or exchange or of the Options Clearing
Corporation or other clearing organization.
SEPARABILITY
16. If any provision or condition of this agreement shall be held to be invalid
or unenforceable by any court, or regulatory or self-regulatory agency or body,
such invalidity or unenforceability shall attach only to such provision or
condition. The validity of the remaining provisions and conditions shall not be
affected thereby and this agreement shall be carried out as if any such invalid
or unenforceable provision or condition were not contained here.
HEADINGS ARE DESCRIPTIVE
17. The heading of each provision hereof is for descriptive purposes only and
shall not be deemed to modify or qualify any of the rights or obligations set
forth in each such provision.
ARBITRATION DISCLOSURES
18. - ARBITRATION IS FINAL AND BINDING ON THE PARTIES.
- THE PARTIES ARE WAIVING THEIR RIGHT TO SEEK REMEDIES IN
COURT, INCLUDING THE RIGHT TO JURY TRIAL.
- PRE-ARBITRATION DISCOVERY IS GENERALLY MORE LIMITED
THAN AND DIFFERENT FROM COURT PROCEEDINGS.
- THE ARBITRATORS' AWARD IS NOT REQUIRED TO INCLUDE
FACTUAL FINDINGS OR LEGAL REASONING AND ANY PARTY'S
RIGHT TO APPEAL OR TO SEEK MODIFICATION OF RULINGS BY
THE ARBITRATORS IS STRICTLY LIMITED.
<PAGE> 5
- THE PANEL OF ARBITRATORS WILL TYPICALLY INCLUDE A
MINORITY OF ARBITRATORS WHO WERE OR ARE AFFILIATED WITH
THE SECURITIES INDUSTRY.
AGREEMENT TO ARBITRATE CONTROVERSIES
19. IT IS AGREED THAT ANY CONTROVERSY BETWEEN US ARISING OUT OF YOUR BUSINESS OR
THIS AGREEMENT, SHALL BE SUBMITTED TO ARBITRATION CONDUCED BEFORE THE NEW YORK
STOCK EXCHANGE, INC. OR ANY OTHER NATIONAL SECURITIES EXCHANGE ON WHICH A
TRANSACTION GIVING RISE TO THE CLAIM TOOK PLACE (AND ONLY BEFORE SUCH EXCHANGE)
OR THE NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC., AS THE UNDERSIGNED MAY
ELECT AND IN ACCORDANCE WITH THE RULES OBTAINING OF THE SELECTED ORGANIZATION.
ARBITRATION MUST BE COMMENCED BY SERVICE UPON THE OTHER PARTY OF A WRITTEN
DEMAND FOR ARBITRATION OR A WRITTEN NOTICE OF INTENTION TO ARBITRATE, THEREIN
ELECTING THE ARBITRATION TRIBUNAL. IN THE EVENT THE UNDERSIGNED DOES NOT MAKE
SUCH ELECTION WITH FIVE (5) DAYS OF SUCH DEMAND OR NOTICE, THEN THE UNDERSIGNED
AUTHORIZES YOU TO DO SO ON BEHALF OF THE UNDERSIGNED.
NO PERSON SHALL BRING A PUTATIVE OR CERTIFIED CLASS ACTION TO
ARBITRATION, NOR SEEK TO ENFORCE ANY PRE-DISPUTE ARBITRATION AGREEMENT AGAINST
ANY PERSON WHO HAS INITIATED IN COURT A PUTATIVE CLASS ACTION; OR WHO IS A
MEMBER OF A PUTATIVE CLASS WHO HAS NOT OPTED OUT OF THE CLASS WITH RESPECT TO
ANY CLAIMS ENCOMPASSED BY THE PUTATIVE CLASS ACTION UNTIL: (i) THE CLASS
CERTIFICATION IS DENIED; OR (ii) THE CLASS IS DECERTIFIED; OR (iii) THE CUSTOMER
IS EXCLUDED FROM THE CLASS BY THE COURT. SUCH FORBEARANCE TO ENFORCE AN
AGREEMENT TO ARBITRATE SHALL NOT CONSTITUTE A WAIVER OF ANY RIGHTS UNDER THIS
AGREEMENT EXCEPT TO THE EXTENT STATED HEREIN.
THE LAWS OF THE STATE OF NEW YORK GOVERN
20. THIS AGREEMENT AND ITS ENFORCEMENT SHALL BE GOVERNED BY THE LAWS OF THE
STATE OF NEW YORK.
LOAN CONSENT
21. BY SIGNING THIS AGREEMENT, THE UNDERSIGNED ACKNOWLEDGES THAT SECURITIES NOT
FULLY PAID FOR BY THE UNDERSIGNED MAY BE LOANED TO YOU OR LOANED OUT TO OTHERS.
THIS AGREEMENT CONTAINS A PRE-DISPUTE ARBITRATION CLAUSE IN
PARAGRAPH 19 ON THIS PAGE. I ACKNOWLEDGE RECEIVING A COPY OF
THIS AGREEMENT.
SIGNATURES
(If a Corporation, Partnership or Other Entity) (If Individuals)
- -------------------------------------------- -----------------------------
(Name of Entity) (Name of Individual)
<PAGE> 6
_________________________________
(Second Party, If Joint Account)
By__________________________________________
Title_______________________________________
SEAL
DATED___________________________ ACCOUNT
NO______________________________
<PAGE> 1
Exhibit 3
JOINT FILING AGREEMENT
In accordance with Rule 13d-l(f) under the Securities Exchange Act of
1934, as amended, the persons named below agree to the joint filing on behalf of
each of them of a statement on Schedule 13D (including amendments thereto) with
respect to the common stock, par value $0.001 per share, of Apria Healthcare
Group Inc., and further agree that this Joint Filing Agreement be included as an
Exhibit to such joint filing. In evidence thereof, the undersigned, hereby
execute this Agreement this 9th day of October, 1997.
RELATIONAL INVESTORS, L.P.
RELATIONAL FUND PARTNERS, L.P.
RELATIONAL COAST PARTNERS, L.P.
RELATIONAL PARTNERS, L.P.
By: Relational Investors, LLC
as general partner to each
By: /s/ Ralph V. Whitworth
------------------------------
Ralph V. Whitworth
Managing Member
RELATIONAL INVESTORS, LLC
By: /s/ Ralph V. Whitworth
----------------------------------
Ralph V. Whitworth
Managing Member
/s/ Ralph V. Whitworth
- -------------------------------------
Ralph V. Whitworth
/s/ David H. Batchelder
- -------------------------------------
David H. Batchelder
/s/ Joel L. Reed
- -------------------------------------
Joel L. Reed
