UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
INTELLIGENT POLYMERS LIMITED (IXP/U)
(Name of Issuer)
UNITS
(Title of Class of Securities)
CUSIP No. 45815V200
(CUSIP Number)
Thomas F. Steyer
Farallon Capital Management, L.L.C.
One Maritime Plaza, Suite 1325
San Francisco, California 94111
(415) 421-2132
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
December 2, 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 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 that Act but shall be subject to all other provisions
of the Act (however, see the Notes).
PAGE
<PAGE>
SCHEDULE 13D
CUSIP NO. 45815V200
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Farallon Capital Partners, L.P.
2 Check the Appropriate Box if a Member of a Group*
(a)
(b) /x/
3 SEC Use Only
4 Source of Funds*
WC, 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
California
Number of Shares Beneficially Owned By Each
Reporting Person With
7 Sole Voting Power
-0-
8 Shared Voting Power
57,300
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
57,300
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
57,300
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
1.5%
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP NO. 45815V200
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Farallon Capital Institutional Partners, L.P.
2 Check the Appropriate Box if a Member of a Group*
(a)
(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
Number of Shares Beneficially Owned By Each
Reporting Person With
7 Sole Voting Power
-0-
8 Shared Voting Power
53,400
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
53,400
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
53,400
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
1.4%
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP NO. 45815V200
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Farallon Capital Institutional Partners II, L.P.
2 Check the Appropriate Box if a Member of a Group*
(a)
(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
Number of Shares Beneficially Owned By Each
Reporting Person With
7 Sole Voting Power
-0-
8 Shared Voting Power
12,300
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
12,300
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
12,300
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
0.3%
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
<PAGE>
SCHEDULE 13D
CUSIP NO. 45815V200
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Farallon Capital Institutional Partners III, L.P.
2 Check the Appropriate Box if a Member of a Group*
(a)
(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
Delaware
Number of Shares Beneficially Owned By Each
Reporting Person With
7 Sole Voting Power
-0-
8 Shared Voting Power
8,300
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
8,300
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
8,300
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
0.2%
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP NO. 45815V200
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Tinicum Partners, L.P.
2 Check the Appropriate Box if a Member of a Group*
(a)
(b) /x/
3 SEC Use Only
4 Source of Funds*
WC, 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
New York
Number of Shares Beneficially Owned By Each
Reporting Person With
7 Sole Voting Power
-0-
8 Shared Voting Power
9,200
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
9,200
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
9,200
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
0.2%
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP NO. 45815V200
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Farallon Capital Management, L.L.C.
2 Check the Appropriate Box if a Member of a Group*
(a)
(b) /x/
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
Number of Shares Beneficially Owned By Each
Reporting Person With
7 Sole Voting Power
-0-
8 Shared Voting Power
74,800
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
74,800
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
74,800
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
2.0%
14 Type of Reporting Person*
IA, 00
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP NO. 45815V200
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Farallon Partners, L.L.C.
2 Check the Appropriate Box if a Member of a Group*
(a)
(b) /x/
3 SEC Use Only
4 Source of Funds*
AF
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
Number of Shares Beneficially Owned By Each
Reporting Person With
7 Sole Voting Power
-0-
8 Shared Voting Power
140,500
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
140,500
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
140,500
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
3.8%
14 Type of Reporting Person*
00
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
<PAGE>
SCHEDULE 13D
CUSIP NO. 45815V200
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Enrique H. Boilini
2 Check the Appropriate Box if a Member of a Group*
(a)
(b) /x/
3 SEC Use Only
4 Source of Funds*
AF, 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
Argentina
Number of Shares Beneficially Owned By Each
Reporting Person With
7 Sole Voting Power
-0-
8 Shared Voting Power
215,300
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
215,300
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
215,300
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
5.8%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP NO. 45815V200
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
David I. Cohen
2 Check the Appropriate Box if a Member of a Group*
(a)
(b) /x/
3 SEC Use Only
4 Source of Funds*
AF, 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
South Africa
Number of Shares Beneficially Owned By Each
Reporting Person With
7 Sole Voting Power
-0-
8 Shared Voting Power
215,300
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
215,300
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
215,300
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
5.8%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP NO. 45815V200
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Joseph F. Downes
2 Check the Appropriate Box if a Member of a Group*
(a)
(b) /x/
3 SEC Use Only
4 Source of Funds*
AF, 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
United States
Number of Shares Beneficially Owned By Each
Reporting Person With
7 Sole Voting Power
-0-
8 Shared Voting Power
215,300
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
215,300
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
215,300
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
5.8%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
<PAGE>
SCHEDULE 13D
CUSIP NO. 45815V200
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Fleur E. Fairman
2 Check the Appropriate Box if a Member of a Group*
(a)
(b) /x/
3 SEC Use Only
4 Source of Funds*
AF
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization
United States
Number of Shares Beneficially Owned By Each
Reporting Person With
7 Sole Voting Power
-0-
8 Shared Voting Power
140,500
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
140,500
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
140,500
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
3.8%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP NO. 45815V200
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Jason M. Fish
2 Check the Appropriate Box if a Member of a Group*
(a)
(b) /x/
3 SEC Use Only
4 Source of Funds*
AF, 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
United States
Number of Shares Beneficially Owned By Each
Reporting Person With
7 Sole Voting Power
-0-
8 Shared Voting Power
215,300
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
215,300
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
215,300
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
5.8%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP NO. 45815V200
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Andrew B. Fremder
2 Check the Appropriate Box if a Member of a Group*
(a)
(b) /x/
3 SEC Use Only
4 Source of Funds*
AF, 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
United States
Number of Shares Beneficially Owned By Each
Reporting Person With
7 Sole Voting Power
-0-
8 Shared Voting Power
215,300
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
215,300
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
215,300
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
5.8%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP NO. 45815V200
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
William F. Mellin
2 Check the Appropriate Box if a Member of a Group*
(a)
(b) /x/
3 SEC Use Only
4 Source of Funds*
AF, 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
United States
Number of Shares Beneficially Owned By Each
Reporting Person With
7 Sole Voting Power
-0-
8 Shared Voting Power
215,300
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
215,300
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
215,300
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
5.8%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP NO. 45815V200
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Stephen L. Millham
2 Check the Appropriate Box if a Member of a Group*
(a)
(b) /x/
3 SEC Use Only
4 Source of Funds*
AF, 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
United States
Number of Shares Beneficially Owned By Each
Reporting Person With
7 Sole Voting Power
-0-
8 Shared Voting Power
215,300
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
215,300
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
215,300
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
5.8%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP NO. 45815V200
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Meridee A. Moore
2 Check the Appropriate Box if a Member of a Group*
(a)
(b) /x/
3 SEC Use Only
4 Source of Funds*
AF, 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
United States
Number of Shares Beneficially Owned By Each
Reporting Person With
7 Sole Voting Power
-0-
8 Shared Voting Power
215,300
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
215,300
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
215,300
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
5.8%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP NO. 45815V200
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Thomas F. Steyer
2 Check the Appropriate Box if a Member of a Group*
(a)
(b) /x/
3 SEC Use Only
4 Source of Funds*
AF, 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
United States
Number of Shares Beneficially Owned By Each
Reporting Person With
7 Sole Voting Power
-0-
8 Shared Voting Power
215,300
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
215,300
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
215,300
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
5.8%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
<PAGE>
Item 1. Security and Issuer
This statement relates to units (the "Units") issued
jointly by Intelligent Polymers Limited (the "Company")
and Biovail Corporation International ("Biovail").
Each Unit consists of one Common Share, par value $.01
per share, of the Company (the "Shares") and one warrant
to purchase one Common Share, no par value, of Biovail
(the "Warrants"). The Shares and Warrants trade jointly
as Units (and cannot be traded separately ) through
September 30, 1999 or such earlier date that Biovail
exercises its option to purchase all of the then
outstanding Shares of the Company. For further
information on such purchase option by Biovail, see
the Prospectus filed by the Company and Biovail with the
Securities and Exchange Commission pursuant to Rule 424B4 on
October 10, 1997. The Company's principal
offices are located at the following address: c/o
Conyers Dill & Pearnian, Clarendon House, 2 Church
St., Hamilton HM 11 DJ.
Item 2. Identity and Background
(a) This statement is filed by: (i) Farallon
Capital Partners, L.P., a California limited partnership
("FCP"), with respect to the Units (and corresponding
Shares) held by it; (ii)Farallon Capital Institutional
Partners, L.P., a California limited partnership
("FCIP"), with respect to the
Units (and corresponding Shares) held by it;
(iii) Farallon Capital Institutional
Partners II, L.P., a California limited partnership
("FCIP II"), with respect to the Units (and
corresponding Shares) held by it; (iv)
Farallon Capital Institutional Partners III, L.P., a
Delaware limited partnership ("FCIP III"), with
respect to the Units (and corresponding Shares) held
by it; (v) Tinicum Partners, L.P., a New York limited
partnership ("Tinicum"; collectively with FCP,
FCIP, FCIP II and FCIP III, the "Partnerships"),
with respect to the Units (and corresponding Shares)
held by it;(vi) Farallon Capital Management, L.L.C.,
a Delaware limited liability company ("FCMLLC"), with
respect to the Units
PAGE
<PAGE>
(and corresponding Shares) held
by Farallon Capital Offshore Investors, Inc.,
a British Virgin Islands corporation ("Offshore"), and
certain other accounts managed by FCMLLC (together with
Offshore, the "Managed Accounts"<1>); (vii) Farallon
Partners, L.L.C., a Delaware limited liability company
("FPLLC"), with respect to the Units (and corresponding
Shares) held by each of the Partnerships; (viii) each
of Enrique H. Boilini("Boilini"), David I. Cohen
("Cohen"), Joseph F. Downes ("Downes"), Jason M.
Fish ("Fish"),Andrew B. Fremder ("Fremder"),
William F. Mellin ("Mellin"), Stephen L. Millham
("Millham"), Meridee A. Moore ("Moore") and
Thomas F. Steyer ("Steyer"), with respect to the
Units (and corresponding Shares)
held by each of the Partnerships and the
Managed Accounts; and (ix) Fleur E. Fairman
("Fairman") with respect to the Units (and corresponding
Shares) held by each of the Partnerships (FCP, FCIP,
FCIP II, FCIP III, Tinicum, FCMLLC, FPLLC,
Boilini, Cohen, Downes, Fairman, Fish, Fremder,
Mellin, Millham, Moore and Steyer shall
collectively be referred to hereafter as the
"Reporting Persons").
The name, address, principal business, citizenship
or state of
organization, executive officers, directors and
controlling persons of FCMLLC and FPLLC are
set forth on Annex 1 hereto. The Units (and corresponding
Shares) reported hereby for the Partnerships
and FCMLLC on behalf of the Managed Accounts
are owned directly by such entities. Each of
Boilini, Cohen, Downes, Fish, Fremder, Mellin,
Millham, Moore and Steyer may be deemed, as
managing members of FPLLC and FCMLLC,
to be the beneficial owners of all such Units (and
corresponding Shares). Each
of FPLLC and Fairman, as a managing member of FPLLC,
may be deemed to be the beneficial owner of all such Units
(and corresponding Shares)owned by
<1>Of the Units (and corresponding Shares) reported
by FCMLLC on behalf of the Managed Accounts, 3,200
Units (and such corresponding Shares)(equal to 0.08% of the
total Units currently
outstanding) are held by The Absolute Return Fund
of The Common Fund, a non-profit corporation whose
principal address is 450 Post Road East, Westport,
Connecticut, 06881.
PAGE
<PAGE>
the Partnerships.
FCMLLC may be deemed to be the beneficial owner
of all such Units (and corresponding Shares) owned by
the Managed Accounts.
Each of FCMLLC, FPLLC, Boilini, Cohen, Downes,
Fish, Fremder, Mellin, Millham, Moore and Steyer hereby
disclaim any beneficial ownership of any such Units (and
corresponding Shares).
(b) The address of the principal business and
principal office of (i) the Partnerships, FCMLLC and
FPLLC is One Maritime Plaza, Suite 1325, San Francisco,
California 94111, and (ii) Offshore is Craigmuir
Chambers, P.O. Box 71, Road Town, Tortola,
British Virgin Islands.
(c) The principal business of each of the
Partnerships and Offshore is that of a private investment
fund engaging in the purchase and sale of investments for
its own account. The principal business of FPLLC is to
act as the general partner (the "General Partner") of
the Partnerships. The principal business of FCMLLC
is that of a registered investment adviser.
(d) None of the Partnerships, FCMLLC, FPLLC,
Offshore or any of the persons listed on Annex 1 hereto
has, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) None of the Partnerships, FCMLLC, FPLLC,
Offshore or any of the persons listed on Annex 1 hereto
has, during the last five years, been 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 and Other
Consideration.
The net investment cost (including commissions) is
$1,160,039 for the 57,300 Units (and corresponding Shares)
held by FCP, $1,081,583 for the 53,400 Units (and
corresponding Shares) held by FCIP, $248,931 for the 12,300
Units (and corresponding Shares) held by FCIP II, $168,733 for
PAGE
<PAGE>
the 8,300 Units (and corresponding Shares) held by
FCIP III, $185,600 for the 9,200 Units (and corresponding
Shares) held by Tinicum and $1,514,277 for the 74,800 Units
(and corresponding Shares) held by the Managed Accounts.<2>
The consideration for such acquisitions was obtained
as follows: (i) with respect to FCIP, FCIP II and FCIP
III, from working capital; (ii) with respect to the Managed
Accounts, from the working capital of each Managed Account
and/or from borrowings pursuant to margin accounts
maintained by some of the Managed Accounts at Goldman
Sachs & Co.; and (iii) with respect to FCP and Tinicum,
from working capital and/or from borrowings pursuant to
margin accounts maintained by FCP and Tinicum at Goldman
Sachs & Co. FCP, Tinicum and some of the Managed Accounts
hold certain securities in their respective margin
accounts at Goldman Sachs & Co., and the accounts may from
time to time have debit balances. It is not possible to
determine the amount of borrowings, if any, used to acquire
the Units (and corresponding Shares).
Item 4. Purpose of the Transaction.
The purpose of the acquisition of the Units (and
corresponding Shares) is for investment, and the
acquisitions of the Units (and corresponding Shares) by
each of the Partnerships and the Managed Accounts were
made in the ordinary course of business and were not made
for the purpose of acquiring control of the Company.
Although no Reporting Person has any specific plan or
proposal to acquire or dispose of Units (and corresponding
Shares), consistent with its investment purpose, each
Reporting Person at any time and from time to time may
acquire additional Units (and corresponding Shares) or
dispose of any or all of its Units (and corresponding Shares)
depending upon an ongoing evaluation of the
<2> As the Shares currently trade as part of the Units
(as described in Item 1 above), the reported cost is a per
Unit cost. For purposes of this Schedule 13D, the net
investment cost attributes all of the Unit cost to the
related Share.
PAGE
<PAGE>
investment in
the Units (and corresponding Shares), prevailing market
conditions, other investment opportunities, liquidity
requirements of the Reporting Person and/or other investment
considerations. No Reporting Person has made a determination
regarding a maximum or minimum number of Units (and
corresponding Shares) which it may hold at any point in time.
Also, consistent with their investment intent, the
Reporting Persons may engage in communications with one or
more shareholders of the Company, one or more officers of
the Company and/or one or more members of the board of
directors of the Company regarding the Company, including
but not limited to its operations.
Except to the extent the foregoing may be deemed a
plan or proposal, none of the Reporting Persons has any
plans or proposals which relate to, or could result in,
any of the matters referred to in paragraphs (a) through
(j), inclusive, of the instructions to Item 4 of Schedule
13D. The Reporting Persons may, at any time and from time
to time, review or reconsider their position and/or change
their purpose and/or formulate plans or proposals with
respect thereto.
Item 5. Interest in Securities of the Issuer.
A. Farallon Capital Partners, L.P.
(a), (b) The information set forth in
Rows 7, 8, 9, 10, 11 and 13 of the cover page hereto for
FCP is incorporated herein by reference. The percentage
amount set forth in Row 13 of such cover page and of
each other cover page filed herewith as well as
in Footnote 1 hereto is calculated based upon the
3,737,500 Units outstanding as reported by the Company
in the Prospectus filed by the Company and Biovail with the
Securities and Exchange Commission pursuant to Rule 424B4 on
October 10, 1997.
(c) The trading dates, number of Units (and
corresponding Shares) purchased
or sold and the price per Unit (and per Share) for all
purchases and sales
in the past 60 days are set forth on Schedule A hereto
and are incorporated herein by reference. All of such
transactions were open-market transactions.
(d) FPLLC as General Partner has the
power to direct the affairs of FCP, including
the disposition of the proceeds of the sale
of the Units (and corresponding Shares). Steyer is the
senior managing member of FPLLC, and
PAGE
<PAGE>
Boilini, Cohen,
Downes, Fairman, Fish, Fremder, Mellin,
Millham and Moore are managing
members of FPLLC.
(e) Not applicable.
B. Farallon Capital Institutional Partners, L.P.
(a), (b) The information set forth in Rows
7, 8, 9, 10, 11 and 13 of the cover page hereto for FCIP
is incorporated herein by reference.
(c) The trading dates, number of Units (and
corresponding Shares) purchased or sold and the price
per Unit (and per Share) for all
purchases and sales
in the past 60 days are set forth on Schedule B hereto
and are incorporated herein by reference. All of such
transactions were open-market transactions.
(d) FPLLC as General Partner has the
power to direct the affairs of FCIP, including
the disposition of the proceeds of the sale
of the Units (and corresponding Shares). Steyer is the senior
managing member of FPLLC and Boilini, Cohen,
Downes, Fairman, Fish, Fremder, Mellin, Millham and
Moore are managing members of FPLLC.
(e) Not applicable.
C. Farallon Capital Institutional Partners II,
L.P.
(a), (b) The information set forth in Rows
7, 8, 9, 10, 11 and 13 of the cover page hereto for FCIP
II is incorporated herein by reference.
(c) The trading dates, number of Units (and
corresponding Shares) purchased or sold and the price per
Unit (and per Share) for all purchases and sales in the
past 60 days are set forth on Schedule C hereto and are
incorporated herein by reference. All of such
transactions were open-market transactions.
(d) FPLLC as General Partner has the
power to direct the affairs of FCIP II, including
the disposition of the proceeds of the sale of the
Units (and corresponding Shares). Steyer is the senior
managing member of FPLLC and Boilini, Cohen, Downes,
Fairman, Fish, Fremder, Mellin, Millham and
Moore are managing members of FPLLC.
(e) Not applicable.
D. Farallon Capital Institutional Partners III, L.P.
(a),(b) The information set forth in Rows 7,
8, 9, 10, 11 and 13 of the cover page hereto for FCIP III
is incorporated herein by reference.
PAGE
<PAGE>
(c) The trading dates, number of Units (and
corresponding Shares) purchased or sold and the price per
Unit (and per Share) for all purchases and sales
in the past 60
days are set forth on Schedule D hereto and are
incorporated herein by reference. All of such
transactions were open-market transactions.
(d) FPLLC as General Partner has the
power to direct the affairs of FCIP III, including
the disposition of the proceeds of the sale of the Units (and
corresponding Shares). Steyer is the senior managing member
of FPLLC and Boilini, Cohen, Downes, Fairman, Fish,
Fremder, Mellin, Millham and Moore are
managing members of FPLLC.
(e) Not applicable.
E. Tinicum Partners, L.P.
(a), (b) The information set forth in Rows 7,
8, 9, 10, 11 and 13 of the cover page hereto for Tinicum
is incorporated herein by reference.
(c) The trading dates, number of Units (and
corresponding Shares)purchased or sold and the price per
Unit (and per Share) for all purchases and sales
in the past 60
days are set forth on Schedule E hereto and are
incorporated herein by reference. All of such
transactions were open-market transactions.
(d) FPLLC as General Partner has the
power to direct the affairs of Tinicum, including
the disposition of the proceeds of the sale of the
Units (and corresponding Shares). Steyer is the senior
managing member of FPLLC and Boilini, Cohen, Downes,
Fairman, Fish, Fremder, Mellin, Millham and
Moore are managing members of FPLLC.
(e) Not applicable.
F. Farallon Capital Management, L.L.C.
(a), (b) The information set forth in Rows
7, 8, 9, 10, 11 and 13 of the cover page herein for
FCMLLC is incorporated herein by reference.
(c) The trading dates, number of Units (and
corresponding Shares)purchased or sold and the price per
Unit (and per Share) for all
purchases and sales
by the Managed
Accounts in the past 60 days are set forth on
Schedule F hereto and are incorporated herein
by reference. All of such transactions were
open-market transactions.
(d) FCMLLC, as an investment adviser, has
the power to direct the disposition of the proceeds of
the sale of the Units (and corresponding Shares)
held by the Managed Accounts.
Steyer is the senior managing member of FCMLLC
PAGE
<PAGE>
and
Boilini, Cohen, Downes, Fish, Fremder,
Mellin, Millham and Moore are managing members of FCMLLC.
(e) Not applicable.
G. Farallon Partners, L.L.C.
(a), (b) The information set forth in rows
7, 8, 9, 10, 11, and 13 of the cover page hereto for
FPLLC is incorporated herein by reference.
(c) None.
(d) FPLLC as General Partner has the
power to direct the affairs of the Partnerships,
including the disposition of the proceeds of the sale of
the Units (and corresponding Shares). Steyer is the senior
managing member of FPLLC
and Boilini, Cohen, Downes, Fairman, Fish, Fremder, Mellin,
Millham and Moore are managing members of FPLLC.
(e) Not applicable.
H. Enrique H. Boilini
(a), (b) The information set forth in Rows
7, 8, 9, 10, 11 and 13 of the cover page hereto for
Boilini is incorporated herein by reference.
(c) None.
(d) FPLLC as General Partner has the
power to direct the affairs of the Partnerships, including
the disposition of the proceeds of the sale of the Units
(and corresponding Shares).
FCMLLC, as an investment adviser, has the power
to direct the disposition of the proceeds of the sale
of the Units (and corresponding Shares) held by the Managed
Accounts. Boilini is a managing member of FCMLLC and FPLLC.
(e) Not applicable.
I. David I. Cohen
(a), (b) The information set forth in Rows
7, 8, 9, 10, 11 and 13 of the cover page hereto for Cohen
is incorporated herein by reference.
(c) None.
(d) FPLLC as General Partner has the
power to direct the affairs of the Partnerships, including
the disposition of the proceeds of the sale Units (and
corresponding Shares).
FCMLLC, as an investment adviser, has the power
PAGE
<PAGE>
to direct the disposition of the proceeds of the sale
of Units (and corresponding Shares) held by the Managed
Accounts. Cohen is a managing member of FCMLLC and FPLLC.
(e) Not applicable.
J. Joseph F. Downes
(a), (b) The information set forth in Rows
7, 8, 9, 10, 11 and 13 of the cover page hereto for
Downes is incorporated herein by reference.
(c) None.
(d) FPLLC as General Partner has the
power to direct the affairs of the Partnerships,
including the disposition of the proceeds of the
sale of the Units (and corresponding Shares). FCMLLC, as an
investment adviser, has the power to direct the disposition
of the proceeds of the sale of the Units (and corresponding
Shares) held by the Managed Accounts. Downes is a
managing member of FCMLLC and FPLLC.
(e) Not applicable.
K. Fleur E. Fairman
(a), (b) The information set forth in Rows
7, 8, 9, 10, 11 and 13 of the cover page hereto for
Fairman is incorporated herein by reference.
(c) None.
(d) FPLLC as General Partner has the
power to direct the affairs of the Partnerships, including
the disposition of the proceeds of the sale of
Units (and corresponding Shares). Fairman is a managing member of
FPLLC.
(e) Not applicable.
L. Jason M. Fish
(a), (b) The information set forth in Rows
7, 8, 9, 10, 11 and 13 of the cover page hereto for Fish
is incorporated herein by reference.
(c) None.
(d) FPLLC as General Partner has the
power to direct the affairs of the Partnerships, includ-
ing the disposition of the proceeds of the sale of
the Units (and corresponding Shares). FCMLLC, as an
investment adviser, has the power
to direct the disposition of the proceeds of the sale
of the Units (and
PAGE
<PAGE>
corresponding Shares) held by the Managed
Accounts. Fish is a managing member of FCMLLC and FPLLC.
(e) Not applicable.
M. Andrew B. Fremder
(a), (b) The information set forth in Rows
7, 8, 9, 10, 11 and 13 of the cover page for
Fremder is incorporated herein by reference.
(c) None.
(d) FPLLC as General Partner has the
power to direct the affairs of the Partnerships, including
the disposition of the proceeds of the sale of the
Units (and corresponding Shares). FCMLLC, as an investment
adviser, has the
power to direct the disposition of the proceeds of the
sale of the Units (and corresponding Shares) held by the
Managed Accounts. Fremder is a managing member of FCMLLC
and FPLLC.
(e) Not applicable.
N. William F. Mellin
(a), (b) The information set forth in Rows
7, 8, 9, 10, 11 and 13 of the cover page hereto for
Mellin is incorporated herein by reference.
(c) None.
(d) FPLLC as General Partner has the
power to direct the affairs of the Partnerships, including
the disposition of the proceeds of the sale of the
Units (and corresponding Shares).
FCMLLC, as an investment adviser, has the power
to direct the disposition of the proceeds of the sale
of the Units (and corresponding Shares) held by the Managed
Accounts. Mellin is a managing member of FCMLLC and
FPLLC.
(e) Not applicable.
O. Stephen L. Millham
(a), (b) The information set forth in Rows
7, 8, 9, 10, 11 and 13 of the cover page hereto for
Millham is incorporated herein by reference.
(c) None.
(d) FPLLC as General Partner has the
power to direct the affairs of the Partnerships, including
the disposition of the proceeds of the sale of the
Units (and
PAGE
<PAGE>
corresponding Shares).
FCMLLC, as an investment adviser, has the power
to direct the disposition of the proceeds of the sale
of the Units (and corresponding Shares) held by the Managed
Accounts.
Millham is a managing member of FCMLLC and FPLLC.
(e) Not applicable.
P. Meridee A. Moore
(a), (b) The information set forth in Rows
7, 8, 9, 10, 11 and 13 of the cover page hereto for Moore
is incorporated herein by reference.
(c) None.
(d) FPLLC as General Partner has the
power to direct the affairs of the Partnerships, including
the disposition of the proceeds of the sale of the
Units (and corresponding Shares).
FCMLLC, as an investment adviser, has the power
to direct the disposition of the proceeds of the sale
of the Units (and corresponding Shares) held by the Managed
Accounts. Moore is a managing member of FCMLLC and FPLLC.
(e) Not applicable.
Q. Thomas F. Steyer
(a), (b) The information set forth in Rows
7, 8, 9, 10, 11 and 13 of the cover page hereto for
Steyer is incorporated herein by reference.
(c) None.
(d) FPLLC as General Partner has the
power to direct the affairs of the Partnerships, including
the disposition of the proceeds of the sale of the
Units (and corresponding Shares).
FCMLLC, as an investment adviser, has the power
to direct the disposition of the proceeds of the sale
of the Units (and corresponding Shares) held by the Managed
Accounts. Steyer is the senior managing member of FCMLLC
and FPLLC.
(e) Not applicable.
<PAGE>
The Units (and corresponding Shares) reported hereby
for the Partnerships and FCMLLC on behalf of the Managed
Accounts are owned directly by such entities. Each of
Boilini, Cohen, Downes, Fish, Fremder, Mellin, Millham,
Moore and Steyer may be deemed,
as managing members of
FPLLC and FCMLLC, to be the beneficial owner of all such
Units (and corresponding Shares). Each of FPLLC and
Fairman, as a managing member of FPLLC, may be deemed to
be the beneficial owner of all such Units (and
corresponding Shares) owned by the Partnerships. FCMLLC
may be deemed to be the beneficial owner of all such
Units (and corresponding Shares) owned by the
PAGE
<PAGE>
Managed
Accounts. Each of FCMLLC, FPLLC, Boilini, Cohen, Downes,
Fairman, Fish, Fremder, Mellin, Millham, Moore and Steyer
hereby disclaim any beneficial ownership of any such Units
(and corresponding Shares).
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
Except as described above, there are no contracts,
arrangements, understandings or relationships (legal or
otherwise) among the Reporting Persons or between such
persons and any other person with respect to any securities
of the Company, including but not limited to transfer or
voting of any securities of the Company,
finder's fees, joint ventures, loan or option arrangements,
puts or calls, guarantees of profits, divisions of profits or
loss, or the giving or withholding of proxies.
Item 7. Materials to be Filed as Exhibits.
There is filed herewith as Exhibit 1 a written
agreement relating to the filing of joint acquisition
statements as required by Rule 13d-1(f)(1) under the
Securities Exchange Act of 1934, as amended.
<PAGE>
<PAGE>
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: December 12, 1997
/s/ Thomas F. Steyer
FARALLON PARTNERS, L.L.C.,
on its own behalf and as
General Partner of
FARALLON CAPITAL PARTNERS, L.P.,
FARALLON CAPITAL INSTITUTIONAL
PARTNERS, L.P., FARALLON
CAPITAL INSTITUTIONAL PARTNERS
II, L.P., FARALLON CAPITAL
INSTITUTIONAL PARTNERS III,
L.P. and TINICUM PARTNERS, L.P.
By Thomas F. Steyer,
Senior Managing Member
/s/ Thomas F. Steyer
FARALLON CAPITAL MANAGEMENT, L.L.C.
By Thomas F. Steyer,
Senior Managing Member
/s/ Thomas F. Steyer
Thomas F. Steyer,
individually and as
attorney-in-fact for each
of Enrique H. Boilini, David I.
Cohen, Joseph F. Downes,
Fleur E. Fairman, Jason M. Fish,
Andrew B. Fremder, William
F. Mellin, Stephen L.
Millham, and Meridee A. Moore.
The Powers of Attorney each executed
by Boilini, Cohen, Downes, Fairman, Fish,
Fremder, Mellin, Millham and Moore authorizing
Steyer to sign and file this Schedule 13D on each
person's behalf was filed with Amendment No. 1
to the Schedule 13D filed with the SEC on
September 26, 1997 by such Reporting Persons
with respect to the Common Stock of Sphere
Drake Holdings Limited are hereby incorporated
by reference.
PAGE
<PAGE>
ANNEX 1
Set forth below with respect to FCMLLC and FPLLC is
the following: (a) name; (b) address; (c) principal
business; (d) state of organization; and (e) controlling
persons. Set forth below, with respect to each managing
member of FCMLLC and FPLLC is the following: (a) name;
(b) business address; (c) principal occupation; and
(d) citizenship.
1. (a) Farallon Capital Management, L.L.C.
(b) One Maritime Plaza, Suite 1325
San Francisco, CA 94111
(c) Serves as investment adviser to various
managed accounts
(d) Delaware limited liability company
(e) Managing Members: Thomas F. Steyer, Se-
nior Managing Member; Enrique H. Boilini,
David I. Cohen, Joseph F. Downes, Jason
M. Fish, Andrew B. Fremder, William F.
Mellin, Stephen L. Millham and Meridee A.
Moore, Managing Members.
2. (a) Farallon Partners, L.L.C.
(b) c/o Farallon Capital Management, L.L.C.
One Maritime Plaza, Suite 1325
San Francisco, CA 94111
(c) Serves as general partner to investment
partnerships
(d) Delaware limited liability company
(e) Managing Members: Thomas F. Steyer,
Senior Managing Member; Enrique H. Boilini,
David I. Cohen, Joseph F. Downes, Fleur E.
Fairman, Jason M. Fish, Andrew B. Fremder,
William F. Mellin, Stephen L. Millham and
Meridee A. Moore, Managing Members.
3. (a) Enrique H. Boilini
(b) c/o Farallon Capital Management, L.L.C.
75 Holly Hill Lane
Greenwich, CT 06830
(c) Managing Member of Farallon
Partners, L.L.C.; Managing Member of
Farallon Capital Management, L.L.C.
(d) Argentinean Citizen
4. (a) David I. Cohen
(b) c/o Farallon Capital Management, L.L.C.
One Maritime Plaza, Suite 1325
San Francisco, CA 94111
(c) Managing Member of Farallon
Partners, L.L.C.; Managing Member of
Farallon Capital Management, L.L.C.
(d) South African Citizen
PAGE
<PAGE>
5. (a) Joseph F. Downes
(b) c/o Farallon Capital Management, L.L.C.
One Maritime Plaza, Suite 1325
San Francisco, CA 94111
(c) Managing Member of Farallon Partners,
L.L.C.; Managing Member of Farallon Capi-
tal Management, L.L.C.
(d) United States Citizen
6. (a) Fleur E. Fairman
(b) 993 Park Avenue
New York, New York 10028
(c) Managing Member of Farallon Partners,
L.L.C.
(d) United States Citizen
7. (a) Jason M. Fish
(b) c/o Farallon Capital Management, L.L.C.
One Maritime Plaza, Suite 1325
San Francisco, CA 94111
(c) Managing Member of Farallon Partners,
L.L.C.; Managing Member of Farallon Capi-
tal Management, L.L.C.
(d) United States Citizen
8. (a) Andrew B. Fremder
(b) c/o Farallon Capital Management, L.L.C.
One Maritime Plaza, Suite 1325
San Francisco, CA 94111
(c) Managing Member of Farallon
Partners, L.L.C.; Managing Member of
Farallon Capital Management, L.L.C.
(d) United States Citizen
9. (a) William F. Mellin
(b) c/o Farallon Capital Management, L.L.C.
One Maritime Plaza, Suite 1325
San Francisco, CA 94111
(c) Managing Member of Farallon Partners,
L.L.C.; Managing Member of Farallon Capi-
tal Management, L.L.C.
(d) United States Citizen
10. (a) Stephen L. Millham
(b) c/o Farallon Capital Management, L.L.C.
One Maritime Plaza, Suite 1325
San Francisco, CA 94111
(c) Managing Member of Farallon Partners,
L.L.C.; Managing Member of Farallon Capi-
tal Management, L.L.C.
(d) United States Citizen
PAGE
<PAGE>
11. (a) Meridee A. Moore
(b) c/o Farallon Capital Management, L.L.C.
One Maritime Plaza, Suite 1325
San Francisco, CA 94111
(c) Managing Member of Farallon Partners,
L.L.C.; Managing Member of Farallon Capi-
tal Management, L.L.C.
(d) United States Citizen
12. (a) Thomas F. Steyer
(b) c/o Farallon Capital Management, L.L.C.
One Maritime Plaza, Suite 1325
San Francisco, CA 94111
(c) Senior Managing Member of Farallon Part-
ners, L.L.C.; Senior Managing Member of
Farallon Capital Management, L.L.C.
(d) United States Citizen
PAGE
<PAGE>
SCHEDULE A
FARALLON CAPITAL PARTNERS, L.P.
TRADE NO. OF UNITS PRICE
DATE PURCHASED PER UNIT <3>
(including commission)
10/21/97 1,000 $20.80
10/22/97 3,400 $20.80
10/23/97 1,100 $20.24
10/24/97 2,400 $20.19
10/27/97 3,600 $19.68
10/28/97 1,200 $17.80
12/1/97 1,900 $19.57
12/2/97 1,900 $20.01
12/4/97 1,500 $20.09
12/8/97 900 $20.77
12/9/97 900 $20.77
12/10/97 1,100 $21.42
12/11/97 1,300 $20.56
<3> As the Shares currently trade as part of the
Units (as described in Item 1 above), the reported price is
a per Unit price. For purposes of this Schedule 13D,
the price attributes all of the Unit price to the related
Share.
PAGE
<PAGE>
SCHEDULE B
FARALLON CAPITAL INSTITUTIONAL PARTNERS, L.P.
TRADE NO. OF UNITS PRICE
DATE PURCHASED PER UNIT <4>
(including commission)
10/21/97 1,000 $20.80
10/22/97 3,400 $20.80
10/23/97 1,000 $20.24
10/24/97 1,600 $20.19
10/27/97 3,600 $19.68
10/28/97 1,200 $17.80
12/1/97 1,400 $19.57
12/2/97 1,600 $20.01
12/4/97 1,400 $20.09
12/8/97 800 $20.77
12/9/97 900 $20.77
12/10/97 1,100 $21.42
12/11/97 1,600 $20.56
<4> As the Shares currently trade as part of the
Units (as described in Item 1 above), the reported price is
a per Unit price. For purposes of this Schedule 13D,
the price attributes all of the Unit price to the related
Share.
PAGE
<PAGE>
SCHEDULE C
FARALLON CAPITAL INSTITUTIONAL PARTNERS II, L.P.
TRADE NO. OF UNITS PRICE
DATE PURCHASED PER UNIT <5>
(including commission)
10/21/97 200 $20.80
10/22/97 800 $20.80
10/23/97 200 $20.24
10/24/97 600 $20.19
10/27/97 900 $19.68
10/28/97 300 $17.80
12/1/97 300 $19.57
12/2/97 300 $20.01
12/4/97 300 $20.09
12/8/97 100 $20.77
12/9/97 200 $20.77
12/10/97 200 $21.42
12/11/97 300 $20.56
<5> As the Shares currently trade as part of the
Units (as described in Item 1 above), the reported price is
a per Unit price. For purposes of this Schedule 13D,
the price attributes all of the Unit price to the related
Share.
PAGE
<PAGE>
SCHEDULE D
FARALLON CAPITAL INSTITUTIONAL PARTNERS III, L.P.
TRADE NO. OF UNITS PRICE
DATE PURCHASED PER UNIT <6>
(including commission)
10/21/97 100 $20.80
10/22/97 500 $20.80
10/23/97 100 $20.24
10/24/97 300 $20.19
10/27/97 300 $19.68
10/28/97 100 $17.80
12/1/97 400 $19.57
12/2/97 500 $20.01
12/4/97 500 $20.09
12/8/97 300 $20.77
12/9/97 400 $20.77
12/10/97 400 $21.42
12/11/97 600 $20.56
<6> As the Shares currently trade as part of the
Units (as described in Item 1 above), the reported price is
a per Unit price. For purposes of this Schedule 13D,
the price attributes all of the Unit price to the related
Share.
PAGE
<PAGE>
SCHEDULE E
TINICUM PARTNERS, L.P.
TRADE NO. OF UNITS PRICE
DATE PURCHASED PER UNIT <7>
(including commission)
10/21/97 200 $20.80
10/22/97 300 $20.80
10/23/97 200 $20.24
10/24/97 300 $20.19
10/27/97 900 $19.68
10/28/97 300 $17.80
12/1/97 400 $19.57
12/2/97 500 $20.01
12/4/97 300 $20.09
12/8/97 100 $20.77
12/9/97 200 $20.77
12/10/97 200 $21.42
12/11/97 300 $20.56
<7> As the Shares currently trade as part of the
Units (as described in Item 1 above), the reported price is
a per Unit price. For purposes of this Schedule 13D,
the price attributes all of the Unit price to the related
Share.
PAGE
<PAGE>
SCHEDULE F
FARALLON CAPITAL MANAGEMENT, L.L.C.
TRADE NO. OF UNITS PRICE
DATE PURCHASED PER UNIT <8>
(including commission)
10/21/97 1,000 $20.80
10/22/97 3,400 $20.80
10/23/97 1,100 $20.24
10/24/97 1,100 $20.19
10/27/97 4,500 $19.68
10/28/97 1,500 $17.80
12/1/97 2,100 $19.57
12/2/97 2,000 $20.01
12/3/97 500 $19.77
12/4/97 1,800 $20.09
12/8/97 1,000 $20.77
12/9/97 1,400 $20.77
12/10/97 1,500 $21.42
12/11/97 2,600 $20.56
10/21/97 100 $20.80
10/22/97 300 $20.80
10/23/97 100 $20.24
<8> As the Shares currently trade as part of the
Units (as described in Item 1 above), the reported price is
a per Unit price. For purposes of this Schedule 13D,
the price attributes all of the Unit price to the related
Share.
PAGE
<PAGE>
10/24/97 100 $20.19
10/27/97 300 $19.68
10/28/97 100 $17.80
12/1/97 100 $19.57
12/2/97 200 $20.01
12/4/97 100 $20.09
12/8/97 100 $20.77
12/9/97 100 $20.77
12/10/97 100 $21.42
12/11/97 200 $20.56
10/21/97 200 $20.80
10/22/97 800 $20.80
10/23/97 200 $20.24
10/24/97 200 $20.19
10/27/97 900 $19.68
10/28/97 300 $17.80
12/1/97 400 $19.57
12/2/97 500 $20.01
12/4/97 500 $20.09
12/8/97 300 $20.77
PAGE
<PAGE>
12/9/97 400 $20.77
12/10/97 400 $21.42
12/11/97 600 $20.56
PAGE
<PAGE>
EXHIBIT INDEX
EXHIBIT 1 Joint Acquisition Statement
Pursuant to Rule 13D-(f)(1)
PAGE
<PAGE>
EXHIBIT 1
to
SCHEDULE 13D
JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13D-(f)(1)
The undersigned acknowledge and agree that the
foregoing statement on Schedule 13D is filed on behalf of
each of the undersigned and that all subsequent amend-
ments to this statement on Schedule 13D shall be filed on
behalf of each of the undersigned without the necessity
of filing additional joint acquisition statements. The
undersigned acknowledge that each shall be responsible
for the timely filing of such amendments, and for the
completeness and accuracy of the information concerning
him, her or it contained therein, but shall not be
responsible for the completeness and accuracy of the
information concerning the other entities or persons,
except to the extent that he, she or it knows or has
reason to believe that such information is inaccurate.
Dated: December 12, 1997
/s/ Thomas F. Steyer
FARALLON PARTNERS, L.L.C.,
on its own behalf and as
General Partner of
FARALLON CAPITAL PARTNERS, L.P.,
FARALLON CAPITAL INSTITUTIONAL
PARTNERS, L.P., FARALLON CAPITAL
INSTITUTIONAL PARTNERS II, L.P.,
FARALLON CAPITAL INSTITUTIONAL
PARTNERS III, L.P. and TINICUM
PARTNERS, L.P.
By Thomas F. Steyer,
Senior Managing Member
/s/ Thomas F. Steyer
FARALLON CAPITAL MANAGEMENT, L.L.C.
By Thomas F. Steyer,
Senior Managing Member
/s/ Thomas F. Steyer
Thomas F. Steyer,
individually and as attorney-in-fact
for each of Enrique H. Boilini, David
I. Cohen, Joseph F. Downes, Fleur E.
Fairman, Jason M. Fish, Andrew B.
Fremder, William F. Mellin, Stephen
L. Millham, and Meridee A. Moore.
</PAGE>
