UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
APRIA HEALTHCARE GROUP, INC.
----------------------------
(Name of Issuer)
Common Stock, Par Value $0.001
------------------------------
(Title of Class of Securities)
037933108
---------
(CUSIP Number)
Murray A. Indick
Richard C. Blum & Associates, L.P.
909 Montgomery Street, Suite 400
San Francisco, CA 94133
(415) 434-1111
--------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 12, 1999
--------------
(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 [ ].
*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).
Page 1 of 16
CUSIP NO. 037933108 SCHEDULE 13D Page 2 of 16
- ------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON RICHARD C. BLUM & ASSOCIATES, L.P.
S.S. OR I.R.S. 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* See Item 3 below
- ------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
- ------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION California
- ------------------------------------------------------------------------------
7. SOLE VOTING POWER -0-
NUMBER OF -----------------------------------------------------------
SHARES 8. SHARED VOTING POWER 3,225,100**
BENEFICIALLY
OWNED BY EACH -----------------------------------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER -0-
-----------------------------------------------------------
10. SHARED DISPOSITIVE POWER 3,225,100**
- ------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,225,100**
- ------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
- ------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.2%**
- ------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON PN, IA
- ------------------------------------------------------------------------------
** See Item 5 below
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP NO. 037933108 SCHEDULE 13D Page 3 of 16
- ------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON RICHARD C. BLUM & ASSOCIATES, INC.
S.S. OR I.R.S. 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* See Item 3 below
- ------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
- ------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION California
- ------------------------------------------------------------------------------
7. SOLE VOTING POWER -0-
NUMBER OF -----------------------------------------------------------
SHARES 8. SHARED VOTING POWER 3,225,100**
BENEFICIALLY
OWNED BY EACH -----------------------------------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER -0-
-----------------------------------------------------------
10. SHARED DISPOSITIVE POWER 3,225,100**
- ------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,225,100**
- ------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
- ------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.2%**
- ------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON CO
- ------------------------------------------------------------------------------
** See Item 5 below
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP NO. 037933108 SCHEDULE 13D Page 4 of 16
- ------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON RICHARD C. BLUM
S.S. OR I.R.S. 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* See Item 3 below
- ------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
- ------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A.
- ------------------------------------------------------------------------------
7. SOLE VOTING POWER -0-
NUMBER OF -----------------------------------------------------------
SHARES 8. SHARED VOTING POWER 3,225,100**
BENEFICIALLY
OWNED BY EACH -----------------------------------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER -0-
-----------------------------------------------------------
10. SHARED DISPOSITIVE POWER 3,225,100**
- ------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,225,100**
- ------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
- ------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.2%**
- ------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON IN
- ------------------------------------------------------------------------------
** See Item 5 below
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP NO. 037933108 SCHEDULE 13D Page 5 of 16
This Amendment No. 2 amends the Statement on Schedule 13D (the "Schedule 13D")
filed with the Securities and Exchange Commission (the "Commission") on August
10, 1998, by 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"). The
principal executive office and mailing address of the Issuer is 3560 Hyland
Avenue, Costa Mesa, CA 92626. The following amendments to Items 4, 5 and 6 of
the Schedule 13D are hereby made. Unless otherwise defined herein, all
capitalized terms shall have the meanings ascribed to them in the Schedule
13D.
Item 4. Purpose of Transaction
- -------------------------------
Item 4 of the Schedule 13D is hereby amended as follows:
As set forth in Item 6 below, on April 19, 1999, pursuant to a Stock Purchase
Agreement (the "Agreement") attached hereto as Exhibit B, the Reporting
Persons have agreed to sell 3,225,100 shares (the "Shares") of the Common
Stock to the Buyers identified on Schedule B of the Agreement. The purchase
price of the Shares is $13.00 net per Share, for a total purchase price of
$41,926,300.00. The settlement date of the transaction is April 22, 1999.
Upon settlement, the Reporting Persons will have disposed of all of their
shares of the Common Stock.
Item 5. Interest in Securities of the Issuer
- ---------------------------------------------
Item 5 of the Schedule 13D is hereby amended as follows:
(a),(b) According to the Issuer's most recent Form 10-K dated December 31,
1998, there were 51,799,035 shares of Common Stock issued and outstanding as
of April 1, 1999. Based on such information, after taking into account the
transactions described in Item 5(c) below, the Reporting Persons report
holdings of 2,791,300 shares of the Common Stock owned directly by the limited
partnerships for which RCBA L.P. serves as the general partner and RCBA L.P.'s
investment advisory client accounts, which represents 5.4% of the outstanding
shares of the Common Stock.
In addition, because RCBA L.P. has voting and investment power with respect to
433,800 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 concerning 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 3,225,100 shares of the Common Stock, which is
CUSIP NO. 037933108 SCHEDULE 13D Page 6 of 16
6.2% 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 sold the following shares
of Common Stock in the open market:
Trade Date Shares Price/Share
- ---------- ------- -----------
04-01-99 122,000 12.0000
04-05-99 100,000 11.9703
04-06-99 180,000 12.0000
04-07-99 300,000 12.0417
04-08-99 19,900 12.0000
04-12-99 190,000 12.9737
04-13-99 155,000 13.0000
04-13-99 55,000 12.9375
04-14-99 508,300 13.3750
04-15-99 180,000 13.5000
04-15-99 45,700 13.5416
04-16-99 300,000 13.2500
04-16-99 44,000 13.5000
(d) and (e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
- ------------------------------------------------------------------------------
Item 6 of the Schedule 13D is hereby amended as follows:
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, except (i) as previously
disclosed, (ii) as noted above, RCBA L.P. has voting and investment power of
the shares held by it for the benefit of the Common Fund, and (iii) a Stock
Purchase Agreement (the "Agreement") entered into on April 19, 1999, attached
hereto as Exhibit B, pursuant to which the Reporting Persons have agreed to
sell 3,225,100 shares of the Common Stock to the Buyers identified on Schedule
B of the Agreement for $13.00 per share for a total purchase price of
$41,926,300.00, with a settlement date of April 22, 1999.
CUSIP NO. 037933108 SCHEDULE 13D Page 7 of 16
Item 7. Material to be Filed as Exhibits
- -----------------------------------------
Exhibit A Joint Filing Undertaking
Exhibit B Stock Purchase Agreement
CUSIP NO. 037933108 SCHEDULE 13D Page 8 of 16
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
Dated: April 21, 1999
RICHARD C. BLUM & ASSOCIATES, INC. RICHARD C. BLUM & ASSOCIATES, L.P.
By Richard C. Blum & Associates, Inc.
its general partner
By /s/ Murray A. Indick By /s/ Murray A. Indick
------------------------------- -----------------------------------
Murray A. Indick Murray A. Indick
Managing Director, General Managing Director, General Counsel,
Counsel, Chief Administrative Chief Administrative Officer and
Officer and Secretary Secretary
/s/ Murray A. Indick
---------------------------------------
RICHARD C. BLUM
By Murray A. Indick, Attorney-in-Fact
CUSIP NO. 037933108 SCHEDULE 13D Page 9 of 16
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-named parties, in accordance with the rules promulgated pursuant to the
Securities Exchange Act of 1934, to file this Schedule jointly on behalf of
each such party.
Dated: April 21, 1999
RICHARD C. BLUM & ASSOCIATES, INC. RICHARD C. BLUM & ASSOCIATES, L.P.
By Richard C. Blum & Associates, Inc.
its general partner
By /s/ Murray A. Indick By /s/ Murray A. Indick
------------------------------- -----------------------------------
Murray A. Indick Murray A. Indick
Managing Director, General Managing Director, General Counsel,
Counsel, Chief Administrative Chief Administrative Officer and
Officer and Secretary Secretary
/s/ Murray A. Indick
---------------------------------------
RICHARD C. BLUM
By Murray A. Indick, Attorney-in-Fact
CUSIP NO. 037933108 SCHEDULE 13D Page 10 of 16
Exhibit B
STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement (this "Agreement") is entered into as of April
19, 1999 among those persons listed on Schedule A attached hereto
(individually a "Seller" and collectively the "Sellers") and those persons
identified on Schedule B attached hereto (individually a "Buyer" and
collectively the "Buyers").
BACKGROUND
A. The Sellers are the owners of a total of 3,225,100 shares of
Common Stock (the "Shares") of Apria Healthcare Group, Inc., a Delaware
corporation (the "Company"), as more specifically set forth on Schedule A.
B. Relational Investors, LLC is the general partner or investment
adviser of each of the Buyers.
C. The Sellers desire to sell, and the Buyers desire to purchase,
all of the Shares upon the terms and conditions set forth in this Agreement.
NOW, THEREFORE, the parties agree as follows:
1. Basic Transaction.
(a) Purchase of Shares. Pursuant to the terms and
conditions set forth below, each Seller shall sell that number of Shares set
forth opposite such Seller's name on Schedule A, and each Buyer shall purchase
that number of Shares set forth opposite such Buyer's name on Schedule B.
(b) Purchase Price. The purchase price is $13.00 net per
Share, for a total purchase price of $41,926,300.00 for the 3,225,100 Shares.
2. Closing. The settlement date shall be April 22, 1999.
Settlement will be DVP (delivery versus payment).
3. Representations of Sellers. Each Seller, as to itself but as
to no other Seller, hereby represents, warrants and covenants to the Buyers
that:
(a) Ownership. Such Seller owns its Shares free and clear
of any pledge, lien, charge, claim, security interest or other encumbrance of
any kind, nature or description. Such Seller's Shares are validly issued,
fully paid and non-assessable.
CUSIP NO. 037933108 SCHEDULE 13D Page 11 of 16
(b) Authority and Compliance. Such Seller has full power
and authority to transfer its Shares and has complied with or will comply with
all legal requirements, if any, in connection with the sale of its Shares.
Such transfer will not violate the rights of any third party.
(c) Information. Such Seller was fully informed and
advised on April 19, 1999 of certain information concerning the Company that
may be material and non-public, including (i) the status of certain of the
Company's financing initiatives, and (ii) the Company's preliminary first
quarter 1999 results as reflected on materials disclosed by the Buyer.
4. Representations of Buyers. Each Buyer, as to itself but as to
no other Buyer, hereby represents, warrants and covenants to the Sellers that:
(a) Registration or Exemption. Such Buyer understands
that if it desires to sell the shares the Buyer will be required to sell the
Shares pursuant to a registration under the Securities Act of 1933, as
amended, or an exemption therefrom.
(b) Authority and Compliance. Such Buyer has full power
and authority to purchase its Shares and has complied with or will comply with
all legal requirements, if any, in connection with the purchase of its Shares.
5. Miscellaneous.
(a) Further Action. Each party agrees to use reasonable
efforts to take, or cause to be taken, all action and to do, or cause to be
done, all things necessary, proper or advisable to consummate and make
effective the transactions contemplated by this Agreement.
(b) Entire Agreement; Successors and Assigns. This
Agreement constitutes the entire understanding among the parties with regard
to the subjects hereof, superseding all prior understandings, agreements,
representations and negotiations, whether oral or written. The terms and
conditions of this Agreement will inure to the benefit of, and be binding
upon, the respective executors, administrators, heirs, successors and assigns
of the parties.
(c) Choice of Law. This Agreement will be interpreted and
enforced in accordance with the laws of the State of Delaware as applied to
contracts executed and performed entirely therein.
(d) Counterparts. This Agreement may be signed in any
number of counterparts and by facsimile, and when so signed and delivered will
have the same effect as if all signatures appeared on the same document.
2
CUSIP NO. 037933108 SCHEDULE 13D Page 12 of 16
(e) Notices. All notices required or permitted under this
Agreement must be given in writing (which may include facsimile). All notices
will be effective upon the earlier of (i) receipt (including confirmation that
a facsimile has been received) or (ii) five business days after being
deposited in the U.S. mail or two business days after being delivered to an
overnight courier, in each case properly addressed as set forth on Schedule A
or B (as the case may be), as such address may be changed by proper notice to
the other parties.
(f) Interpretation. All parties have been assisted by
counsel in connection with this Agreement. The normal rule of construction
that any ambiguity will be resolved against the drafting party will not be
used in the interpretation of this Agreement.
(g) Gender and Number. As the context so requires, (i) the
masculine gender will include the feminine and neuter, and vice versa, and
(ii) the singular will include the plural, and vice versa.
(h) Amendment of Agreement. This Agreement may be amended
only by a written instrument signed by all of the parties.
(i) Severability. If any provision of this Agreement or
the application of any such provision to any party is held by a court of
competent jurisdiction to be contrary to law, such provision will be deemed
amended to the minimum extent possible to comply with such law, and the
remaining provisions of this Agreement will remain in full force and effect.
(j) Attorneys' Fees. If it becomes necessary for any party
to initiate legal action or any other proceeding to enforce, defend or
construe such party's rights or obligations under this Agreement, the
prevailing party will be entitled to reasonable costs and expenses, including
attorneys' fees and costs, incurred and paid in connection with such action or
proceeding.
(k) Fees and Expenses. The Sellers, on the one hand, and
the Buyers, on the other, shall each bear their own respective fees and costs
in connection with the negotiation and execution of this Agreement and the
consummation of the transactions contemplated hereby.
3
CUSIP NO. 037933108 SCHEDULE 13D Page 13 of 16
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date set forth above.
THE SELLERS:
STINSON CAPITAL PARTNERS, L.P.
STINSON CAPITAL PARTNERS II, L.P.
BK CAPITAL PARTNERS IV, L.P.
By: Richard C. Blum & Associates, L.P., its General Partner
By: Richard C. Blum & Associates, Inc., its General Partner
By: /s/ Murray A. Indick
----------------------------------
Name: Murray A. Indick
Title: Managing Director
STINSON CAPITAL FUND (CAYMAN), LTD.
BCG PENSION PLAN
UNITED BROTHERHOOD OF CARPENTERS AND JOINERS OF AMERICA LOCAL UNIONS AND
COUNCILS PENSION FUND
THE CARPENTERS PENSION TRUST FOR SOUTHERN CALIFORNIA
THE COMMON FUND
By: Richard C. Blum & Associates, L.P., its Investment Adviser
By: Richard C. Blum & Associates, Inc., its General Partner
By: /s/ Murray A. Indick
----------------------------------
Name: Murray A. Indick
Title: Managing Director
4
CUSIP NO. 037933108 SCHEDULE 13D Page 14 of 16
THE BUYERS:
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
DAVID H. BATCHELDER TRUST
By: Relational Investors, LLC
Its: Account Manager under that certain
Management Agreement dated June 30, 1997
By: /s/ Ralph v. Whitworth
-----------------------
Ralph V. Whitworth
Managing Member
HENRY W. WINSHIP
By: Relational Investors, LLC
Its: Account Manager under that certain
Management Agreement dated July 1, 1998
By: /s/ Ralph V. Whitworth
----------------------
Ralph V. Whitworth
Managing Member
MARYLAND STATE RETIREMENT AGENCY
By: Relational Investors, LLC
Its: Account Manager under that certain
Management Agreement dated
December 12, 1997
By: /s/ Ralph V. Whitworth
----------------------
Ralph V. Whitworth
Managing Member
5
CUSIP NO. 037933108 SCHEDULE 13D Page 15 of 16
SCHEDULE A
SELLERS
Seller's Name and Address (1) Shares Being Sold Purchase Price
- ------------------------- ----------------- --------------
Class A
-------
The Carpenters Pension Trust 1,111,900 $14,454,700
for Southern California
Stinson Capital Partners, L.P. 1,048,100 13,625,300
The Common Fund 433,800 5,639,400
BCG Pension Plan 331,300 4,306,900
BK Capital Partners IV, L.P. 119,700 1,556,100
Stinson Capital Partners II, L.P. 87,300 1,134,900
United Brotherhood of Carpenters 54,200 704,600
and Joiners of America Local
Unions and Councils Pension Plan
Stinson Capital Fund (Cayman), Ltd. 38,800 504,400
TOTAL 3,225,100 $41,926,300
========= ===========
- -----------------------------------
(1) The address for each Seller is:
c/o Richard C. Blum & Associates, L.P.
909 Montgomery Street, Suite 400
San Francisco, CA 94133
Attn: General Counsel
TEL: 415-434-1111
FAX: 415-434-3130
A-1
CUSIP NO. 037933108 SCHEDULE 13D Page 16 of 16
SCHEDULE B
BUYERS
Buyer's Name and Address (a) Shares Being Purchased Purchase Price
- ---------------------------- ---------------------- --------------
Relational Investors, LP 2,445,861 $31,796,193.00
Relational Partners, LP 269,734 3,506,542.00
Relational Coast Partners, LP 90,970 1,182,610.00
Relational Fund Partners, LP 63,409 824,317.00
Maryland State Retirement Agency 341,983 4,445,779.00
(Managed Account)
David H. Batchelder Trust 12,404 161,252.00
(Managed Account)
Henry W. Winship 739 9,607.00
(Managed Account) --------- -----------
TOTAL 3,225,100 $41,926,300
========= ===========
(a) Address:
- -----------------------------------------
For all Buyers the address is as follows:
c/o Relational Investors LLC
4330 La Jolla Village Drive, Suite 220
San Diego, CA 92122
Tel: (619) 597-9400
Fax: (619) 597-8200
B-1
