UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Healthcare Financial Partners, Inc. (HCFP)
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
CUSIP No. 42219W108
(CUSIP Number)
* 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).
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SCHEDULE 13G
CUSIP NO. 42219W108
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 Citizenship or Place of Organization
California
Number of Shares Beneficially Owned By Each
Reporting Person With
5 Sole Voting Power
-0-
6 Shared Voting Power
466,237
7 Sole Dispositive Power
-0-
8 Shared Dispositive Power
466,237
9 Aggregate Amount Beneficially Owned By Each Report-
ing Person
466,237
10 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
11 Percent of Class Represented by Amount in Row (11)
7.9%
12 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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SCHEDULE 13G
CUSIP NO. 42219W108
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
R.R. Capital Partners, L.P.
2 Check the Appropriate Box if a Member of a Group*
(a)
(b) /x/
3 SEC Use Only
4 Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned By Each
Reporting Person With
5 Sole Voting Power
-0-
6 Shared Voting Power
83,256
7 Sole Dispositive Power
-0-
8 Shared Dispositive Power
83,256
9 Aggregate Amount Beneficially Owned By Each
Reporting Person
83,256
10 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
11 Percent of Class Represented by Amount in Row (11)
1.4%
12 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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SCHEDULE 13G
CUSIP NO. 42219W108
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 Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned By Each
Reporting Person With
5 Sole Voting Power
-0-
6 Shared Voting Power
549,493
7 Sole Dispositive Power
-0-
8 Shared Dispositive Power
549,493
9 Aggregate Amount Beneficially Owned By Each
Reporting Person
549,493
10 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
11 Percent of Class Represented by Amount in Row (11)
9.3%
12 Type of Reporting Person*
00
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
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SCHEDULE 13G
CUSIP NO. 42219W108
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 Citizenship or Place of Organization
Argentina
Number of Shares Beneficially Owned By Each
Reporting Person With
5 Sole Voting Power
-0-
6 Shared Voting Power
549,493
7 Sole Dispositive Power
-0-
8 Shared Dispositive Power
549,493
9 Aggregate Amount Beneficially Owned By Each
Reporting Person
549,493
10 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
11 Percent of Class Represented by Amount in Row (11)
9.3%
12 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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SCHEDULE 13G
CUSIP NO. 42219W108
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 Citizenship or Place of Organization
South Africa
Number of Shares Beneficially Owned By Each
Reporting Person With
5 Sole Voting Power
-0-
6 Shared Voting Power
549,493
7 Sole Dispositive Power
-0-
8 Shared Dispositive Power
549,493
9 Aggregate Amount Beneficially Owned By Each
Reporting Person
549,493
10 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
11 Percent of Class Represented by Amount in Row (11)
9.3%
12 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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SCHEDULE 13G
CUSIP NO. 42219W108
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 Citizenship or Place of Organization
United States
Number of Shares Beneficially Owned By Each
Reporting Person With
5 Sole Voting Power
-0-
6 Shared Voting Power
549,493
7 Sole Dispositive Power
-0-
8 Shared Dispositive Power
549,493
9 Aggregate Amount Beneficially Owned By Each
Reporting Person
549,493
10 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
11 Percent of Class Represented by Amount in Row (11)
9.3%
12 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
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SCHEDULE 13G
CUSIP NO. 42219W108
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 Citizenship or Place of Organization
United States
Number of Shares Beneficially Owned By Each
Reporting Person With
5 Sole Voting Power
-0-
6 Shared Voting Power
549,493
7 Sole Dispositive Power
-0-
8 Shared Dispositive Power
549,493
9 Aggregate Amount Beneficially Owned By Each
Reporting Person
549,493
10 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
11 Percent of Class Represented by Amount in Row (11)
9.3%
12 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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SCHEDULE 13G
CUSIP NO. 42219W108
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 Citizenship or Place of Organization
United States
Number of Shares Beneficially Owned By Each
Reporting Person With
5 Sole Voting Power
-0-
6 Shared Voting Power
549,493
7 Sole Dispositive Power
-0-
8 Shared Dispositive Power
549,493
9 Aggregate Amount Beneficially Owned By Each
Reporting Person
549,493
10 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
11 Percent of Class Represented by Amount in Row (11)
9.3%
12 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
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SCHEDULE 13G
CUSIP NO. 42219W108
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 Citizenship or Place of Organization
United States
Number of Shares Beneficially Owned By Each
Reporting Person With
5 Sole Voting Power
-0-
6 Shared Voting Power
549,493
7 Sole Dispositive Power
-0-
8 Shared Dispositive Power
549,493
9 Aggregate Amount Beneficially Owned By Each
Reporting Person
549,493
10 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
11 Percent of Class Represented by Amount in Row (11)
9.3%
12 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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SCHEDULE 13G
CUSIP NO. 42219W108
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 Citizenship or Place of Organization
United States
Number of Shares Beneficially Owned By Each
Reporting Person With
5 Sole Voting Power
-0-
6 Shared Voting Power
549,493
7 Sole Dispositive Power
-0-
8 Shared Dispositive Power
549,493
9 Aggregate Amount Beneficially Owned By Each
Reporting Person
549,493
10 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
11 Percent of Class Represented by Amount in Row (11)
9.3%
12 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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SCHEDULE 13G
CUSIP NO. 42219W108
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 Citizenship or Place of Organization
United States
Number of Shares Beneficially Owned By Each
Reporting Person With
5 Sole Voting Power
-0-
6 Shared Voting Power
549,493
7 Sole Dispositive Power
-0-
8 Shared Dispositive Power
549,493
9 Aggregate Amount Beneficially Owned By Each
Reporting Person
549,493
10 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
11 Percent of Class Represented by Amount in Row (11)
9.3%
12 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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SCHEDULE 13G
CUSIP NO. 42219W108
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 Citizenship or Place of Organization
United States
Number of Shares Beneficially Owned By Each
Reporting Person With
5 Sole Voting Power
-0-
6 Shared Voting Power
549,493
7 Sole Dispositive Power
-0-
8 Shared Dispositive Power
549,493
9 Aggregate Amount Beneficially Owned By Each
Reporting Person
549,493
10 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
11 Percent of Class Represented by Amount in Row (11)
9.3%
12 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
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SCHEDULE 13G
CUSIP NO. 42219W108
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 Citizenship or Place of Organization
United States
Number of Shares Beneficially Owned By Each
Reporting Person With
5 Sole Voting Power
-0-
6 Shared Voting Power
549,493
7 Sole Dispositive Power
-0-
8 Shared Dispositive Power
549,493
9 Aggregate Amount Beneficially Owned By Each Report-
ing Person
549,493
10 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
11 Percent of Class Represented by Amount in Row (11)
9.3%
12 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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Item 1. Issuer
(a) Name of Issuer:
Healthcare Financial Partners, Inc.
("Issuer")
(b) Address of Issuer's Principal Executive
Offices:
2 Wisconsin Circle
Suite 320
Chevy Chase, MD 20815
Item 2. Identity and Background.
A. Farallon Capital Partners, L.P. ("FCP")
(a) The information set forth in Row 1 of
the cover page hereto for FCP is
incorporated herein by reference.
(b) c/o Farallon Capital Management, L.L.C.
One Maritime Plaza
Suite 1325
San Francisco, CA 94111
(c) The information set forth in Row 4 of
the cover page hereto for FCP is
incorporated herein for reference.
(d) Common Stock, par value $.01 per share
("Common Stock")
(e) CUSIP # 42219W108
B. R.R. Capital Partners, L.P. ("RR")
(a) The information set forth in Row 1 of
the cover page hereto for RR is
incorporated herein by reference.
(b) c/o Farallon Capital Management, L.L.C.
One Maritime Plaza
Suite 1325
San Francisco, CA 94111
(c) The information set forth in Row 4 of
the cover page hereto for RR is
incorporated herein for reference.
(d) Common Stock
(e) CUSIP # 42219W108
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C. Farallon Partners, L.L.C. ("FPLLC")
(a) The information set forth in Row 1 of
the cover page hereto for FPLLC is
incorporated herein by reference.
(b) c/o Farallon Capital Management, L.L.C.
One Maritime Plaza
Suite 1325
San Francisco, CA 94111
(c) The information set forth in Row 4 of
the cover page hereto for FPLLC is
incorporated herein for reference.
(d) Common Stock
(e) CUSIP # 42219W108
D. Enrique H. Boilini ("Boilini")
(a) The information set forth in Row 1 of
the cover page hereto for Boilini is
incorporated herein by reference.
(b) c/o Farallon Capital Management, L.L.C.
75 Holly Hill Lane
Greenwich, CT 06830
(c) The information set forth in Row 4 of
the cover page hereto for Boilini is
incorporated herein for reference.
(d) Common Stock
(e) CUSIP # 42219W108
E. David I. Cohen ("Cohen")
(a) The information set forth in Row 1 of
the cover page hereto for Cohen is
incorporated herein by reference.
(b) c/o Farallon Capital Management, L.L.C.
One Maritime Plaza
Suite 1325
San Francisco, CA 94111
(c) The information set forth in Row 4 of
the cover page hereto for Cohen is
incorporated herein for reference.
(d) Common Stock
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(e) CUSIP # 42219W108
F. Joseph F. Downes ("Downes")
(a) The information set forth in Row 1 of
the cover page hereto for Downes is
incorporated herein by reference.
(b) c/o Farallon Capital Management, L.L.C.
One Maritime Plaza
Suite 1325
San Francisco, CA 94111
(c) The information set forth in Row 4 of
the cover page hereto for Downes is
incorporated herein for reference.
(d) Common Stock
(e) CUSIP # 42219W108
G. Fleur E. Fairman ("Fairman")
(a) The information set forth in Row 1 of
the cover page hereto for Fairman is
incorporated herein by reference.
(b) 933 Park Avenue
New York, New York 10028
(c) The information set forth in Row 4 of
the cover page hereto for Fairman is
incorporated herein for reference.
(d) Common Stock
(e) CUSIP # 42219W108
H. Jason M. Fish ("Fish")
(a) The information set forth in Row 1 of
the cover page hereto for Fish is
incorporated herein by reference.
(b) c/o Farallon Capital Management, L.L.C.
One Maritime Plaza
Suite 1325
San Francisco, CA 94111
(c) The information set forth in Row 4 of
the cover page hereto for Fish is
incorporated herein for reference.
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(d) Common Stock
(e) CUSIP # 42219W108
I. Andrew B. Fremder ("Fremder")
(a) The information set forth in Row 1 of
the cover page hereto for Fremder is
incorporated herein by reference.
(b) c/o Farallon Capital Management, L.L.C.
One Maritime Plaza
Suite 1325
San Francisco, CA 94111
(c) The information set forth in Row 4 of
the cover page hereto for Fremder is
incorporated herein for reference.
(d) Common Stock
(e) CUSIP # 42219W108
J. William F. Mellin ("Mellin")
(a) The information set forth in Row 1 of
the cover page hereto for Mellin is
incorporated herein by reference.
(b) c/o Farallon Capital Management, L.L.C.
One Maritime Plaza
Suite 1325
San Francisco, CA 94111
(c) The information set forth in Row 4 of
the cover page hereto for Mellin is
incorporated herein for reference.
(d) Common Stock
(e) CUSIP # 42219W108
K. Stephen L. Millham ("Millham")
(a) The information set forth in Row 1 of
the cover page hereto for Millham is
incorporated herein by reference.
(b) c/o Farallon Capital Management, L.L.C.
One Maritime Plaza
Suite 1325
San Francisco, CA 94111
PAGE
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(c) The information set forth in Row 4 of
the cover page hereto for Millham is
incorporated herein for reference.
(d) Common Stock
(e) CUSIP # 42219W108
L. Meridee A. Moore ("Moore")
(a) The information set forth in Row 1 of
the cover page hereto for Moore is
incorporated herein by reference.
(b) c/o Farallon Capital Management, L.L.C.
One Maritime Plaza
Suite 1325
San Francisco, CA 94111
(c) The information set forth in Row 4 of
the cover page hereto for Moore is
incorporated herein for reference.
(d) Common Stock
(e) CUSIP # 42219W108
M. Thomas F. Steyer ("Steyer")
(a) The information set forth in Row 1 of
the cover page hereto for Steyer is
incorporated herein by reference.
(b) c/o Farallon Capital Management, L.L.C.
One Maritime Plaza
Suite 1325
San Francisco, CA 94111
(c) The information set forth in Row 4 of
the cover page hereto for Steyer is
incorporated herein for reference.
(d) Common Stock
(e) CUSIP # 42219W108
FCP, RR, FPLLC, Boilini, Cohen, Downes, Fairman,
Fish, Fremder, Mellin, Millham, Moore and Steyer are each
individually a "Reporting Person".
Item 3. If this statement is filed pursuant to Rule
13d-1(b), or 13d-2(b), check whether the
person filing is a:
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(a) Broker or Dealer registered under Section 15
of the Act
(b) Bank as defined in section 3(a)(6) of the Act
(c) Insurance Company as defined in Section
3(a)(19) of the Act
(d) Investment Company registered under Section
8 of the Investment Company Act
(e) Investment Adviser registered under Section
203 of the Investment Advisers Act of 1940
(f) Employee Benefit Plan, Pension Fund which is
subject to the provisions of the Employee
Retirement Income Security Act of 1974 or
Endowment Fund; see Section
240.13d-1(b)(1)(ii)(F)
(g) Parent Holding Company, in accordance with
Section 240.13d-1(b)(ii)(G) (Note: See Item
7)
(h) Group, in accordance with Section
240.13d-1(b)(1)(ii)(H)
Item 4. Ownership
(a) Amount Beneficially Owned:
The information set forth in Row 9 of the
cover page hereto for each Reporting Person
is incorporated herein by reference for each
such Reporting Person.
(b) Percent of Class:
The information set forth in Row 11 of the
cover page hereto for each Reporting Person
is incorporated herein by reference for each
such Reporting Person.
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the
vote:
The information set forth in Row 5 of
the cover page hereto for each Reporting
Person is incorporated herein by
reference for each such Reporting
Person.
(ii) shared power to vote or to direct the
vote:
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The information set forth in Row 6 of
the cover page hereto for each Reporting
Person is incorporated herein by
reference for each such Reporting
Person.
(iii) sole power to dispose or to direct the
disposition of:
The information set forth in Row 7 of
the cover page hereto for each Reporting
Person is incorporated herein by
reference for each such Reporting
Person.
(iv) shared power to dispose or to direct the
disposition of:
The information set forth in Row 8 of
the cover page hereto for each Reporting
Person is incorporated herein by
reference for each such Reporting
Person.
The Shares reported hereby for FCP and RR are owned
directly by such entities. FPLLC, as general partner of
FCP and RR, may be deemed to be the beneficial owner of
all such Shares. Each of Boilini, Cohen, Downes,
Fairman, Fish, Fremder, Mellin, Millham, Moore and Steyer
may be deemed, as managing members of FPLLC, to be the
beneficial owner of all such Shares. Each of FPLLC,
Boilini, Cohen, Downes, Fairman, Fish, Fremder, Mellin,
Millham, Moore and Steyer hereby disclaim any beneficial
ownership of any such Shares.
Item 5. Ownership of Five Percent or Less of a Class
N.A.
Item 6. Ownership of More than Five Percent on Behalf
of Another Person
N.A.
Item 7. Identification and Classification of the
Subsidiary Which Acquired the Security Being
Reported on By the Parent Holding Company
N.A.
Item 8. Identification and Classification of Members
of the Group
N.A.
Item 9. Notice of Dissolution of Group
N.A.
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Item 10. Certification
By signing below I certify that, to the best
of my knowledge and belief, the securities
referred to above were acquired in the
ordinary course of business and were not
acquired for the purpose of and do not have
the effect of changing or influencing the
control of the issuer of such securities and
were not acquired in connection with or as a
participant in any transaction having such
purposes or effect.
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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: February 14, 1997
/s/ Thomas F. Steyer
FARALLON PARTNERS, L.L.C.,
on its own behalf and as
General Partner of
FARALLON CAPITAL PARTNERS, L.P.,
and R.R. CAPITAL PARTNERS, L.P.,
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>
