UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Crescendo Pharmaceuticals Corporation (CNDO)
(Name of Issuer)
Callable Class A Common Stock, Par Value $0.01 Per Share
(Title of Class of Securities)
CUSIP No. 225637107
(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)
February 2, 1998
(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 1 of 34 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 225637107
============================================
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
7 Sole Voting Power
-0-
Number of Shares 8 Shared Voting Power
Beneficially
Owned By Each 107,700
Reporting Person
With
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
107,700
11 Aggregate Amount Beneficially Owned By Each Reporting Person
107,700
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares* [ ]
13 Percent of Class Represented by Amount in Row (11)
2.2 %
14 Type of Reporting Person*
PN
============ ==========
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 34 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 225637107
============================================
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
7 Sole Voting Power
-0-
Number of Shares 8 Shared Voting Power
Beneficially
Owned By Each 131,400
Reporting Person
With
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
131,400
11 Aggregate Amount Beneficially Owned By Each Reporting Person
131,400
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares* [ ]
13 Percent of Class Represented by Amount in Row (11)
2.6 %
14 Type of Reporting Person*
PN
============ ==========
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 3 of 34 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 225637107
============================================
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
7 Sole Voting Power
-0-
Number of Shares 8 Shared Voting Power
Beneficially
Owned By Each 23,700
Reporting Person
With
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
23,700
11 Aggregate Amount Beneficially Owned By Each Reporting Person
23,700
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares* [ ]
13 Percent of Class Represented by Amount in Row (11)
0.5 %
14 Type of Reporting Person*
PN
============ ==========
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 4 of 34 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 225637107
============================================
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
7 Sole Voting Power
-0-
Number of Shares 8 Shared Voting Power
Beneficially
Owned By Each 25,100
Reporting Person
With
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
25,100
11 Aggregate Amount Beneficially Owned By Each Reporting Person
25,100
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares* [ ]
13 Percent of Class Represented by Amount in Row (11)
0.5 %
14 Type of Reporting Person*
PN
============ ==========
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 5 of 34 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 225637107
============================================
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
7 Sole Voting Power
-0-
Number of Shares 8 Shared Voting Power
Beneficially
Owned By Each 21,200
Reporting Person
With
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
21,200
11 Aggregate Amount Beneficially Owned By Each Reporting Person
21,200
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares* [ ]
13 Percent of Class Represented by Amount in Row (11)
0.4 %
14 Type of Reporting Person*
PN
============ ==========
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 6 of 34 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 225637107
============================================
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
7 Sole Voting Power
-0-
Number of Shares 8 Shared Voting Power
Beneficially
Owned By Each 217,300
Reporting Person
With
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
217,300
11 Aggregate Amount Beneficially Owned By Each Reporting Person
217,300
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares* [ ]
13 Percent of Class Represented by Amount in Row (11)
4.4 %
14 Type of Reporting Person*
IA, 00
============ ==========
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 7 of 34 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 225637107
============================================
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
7 Sole Voting Power
-0-
Number of Shares 8 Shared Voting Power
Beneficially
Owned By Each 309,100
Reporting Person
With
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
309,100
11 Aggregate Amount Beneficially Owned By Each Reporting Person
309,100
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*
00
============ ==========
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 8 of 34 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 225637107
============================================
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
7 Sole Voting Power
-0-
Number of Shares 8 Shared Voting Power
Beneficially
Owned By Each 526,400
Reporting Person
With
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
526,400
11 Aggregate Amount Beneficially Owned By Each Reporting Person
526,400
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares* [ ]
13 Percent of Class Represented by Amount in Row (11)
10.6 %
14 Type of Reporting Person*
IN
============ ==========
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 9 of 34 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 225637107
============================================
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
7 Sole Voting Power
-0-
Number of Shares 8 Shared Voting Power
Beneficially
Owned By Each 526,400
Reporting Person
With
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
526,400
11 Aggregate Amount Beneficially Owned By Each Reporting Person
526,400
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares* [ ]
13 Percent of Class Represented by Amount in Row (11)
10.6 %
14 Type of Reporting Person*
IN
============ ==========
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 10 of 34 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 225637107
============================================
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
7 Sole Voting Power
-0-
Number of Shares 8 Shared Voting Power
Beneficially
Owned By Each 526,400
Reporting Person
With
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
526,400
11 Aggregate Amount Beneficially Owned By Each Reporting Person
526,400
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares* [ ]
13 Percent of Class Represented by Amount in Row (11)
10.6 %
14 Type of Reporting Person*
IN
============ ==========
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 11 of 34 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 225637107
============================================
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
7 Sole Voting Power
-0-
Number of Shares 8 Shared Voting Power
Beneficially
Owned By Each 309,100
Reporting Person
With
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
309,100
11 Aggregate Amount Beneficially Owned By Each Reporting Person
309,100
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 INSTRUCTIONS BEFORE FILLING OUT!
Page 12 of 34 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 225637107
============================================
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
7 Sole Voting Power
-0-
Number of Shares 8 Shared Voting Power
Beneficially
Owned By Each 526,400
Reporting Person
With
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
526,400
11 Aggregate Amount Beneficially Owned By Each Reporting Person
526,400
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares* [ ]
13 Percent of Class Represented by Amount in Row (11)
10.6 %
14 Type of Reporting Person*
IN
============ ==========
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 13 of 34 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 225637107
============================================
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
7 Sole Voting Power
-0-
Number of Shares 8 Shared Voting Power
Beneficially
Owned By Each 526,400
Reporting Person
With
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
526,400
11 Aggregate Amount Beneficially Owned By Each Reporting Person
526,400
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares* [ ]
13 Percent of Class Represented by Amount in Row (11)
10.6 %
14 Type of Reporting Person*
IN
============ ==========
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 14 of 34 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 225637107
============================================
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
7 Sole Voting Power
-0-
Number of Shares 8 Shared Voting Power
Beneficially
Owned By Each 526,400
Reporting Person
With
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
526,400
11 Aggregate Amount Beneficially Owned By Each Reporting Person
526,400
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares* [ ]
13 Percent of Class Represented by Amount in Row (11)
10.6 %
14 Type of Reporting Person*
IN
============ ==========
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 15 of 34 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 225637107
============================================
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
7 Sole Voting Power
-0-
Number of Shares 8 Shared Voting Power
Beneficially
Owned By Each 526,400
Reporting Person
With
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
526,400
11 Aggregate Amount Beneficially Owned By Each Reporting Person
526,400
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares* [ ]
13 Percent of Class Represented by Amount in Row (11)
10.6%
14 Type of Reporting Person*
IN
============ ==========
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 16 of 34 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 225637107
============================================
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
7 Sole Voting Power
-0-
Number of Shares 8 Shared Voting Power
Beneficially
Owned By Each 526,400
Reporting Person
With
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
526,400
11 Aggregate Amount Beneficially Owned By Each Reporting Person
526,400
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares* [ ]
13 Percent of Class Represented by Amount in Row (11)
10.6%
14 Type of Reporting Person*
IN
============ ==========
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 17 of 34 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 225637107
============================================
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
7 Sole Voting Power
-0-
Number of Shares 8 Shared Voting Power
Beneficially
Owned By Each 526,400
Reporting Person
With
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
526,400
11 Aggregate Amount Beneficially Owned By Each Reporting Person
526,400
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares* [ ]
13 Percent of Class Represented by Amount in Row (11)
10.6%
14 Type of Reporting Person*
IN
============ ==========
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 18 of 34 Pages
<PAGE>
This Amendment No. 1 to Schedule 13D amends the Schedule 13D initially
filed on January 20, 1998 (collectively, with all amendments thereto, the
"Schedule 13D").
Item 2. Identity and Background.
Footnote 1 of Item 2 of the Schedule 13D is amended and restated in
its entirety as follows:
(1)Of the Shares reported by FCMLLC on behalf of the Managed
Accounts, 8,000 Shares (equal to approximately 0.2% of the total
Shares 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.
Item 3. Source and Amount of Funds and Other Consideration.
Item 3 of the Schedule 13D is amended and supplemented by the
following:
The net investment cost (including commissions) is $326,456 for the 28,000
Shares acquired by FCP since the filing of the prior Schedule 13D, $380,136 for
the 32,600 Shares acquired by FCIP since the filing of the prior Schedule 13D,
$43,149 for the 3,700 Shares acquired by FCIP II since the filing of the prior
Schedule 13D, $159,644 for the 13,700 Shares acquired by FCIP III since the
filing of the prior Schedule 13D, $44,324 for the 3,800 Shares acquired by
Tinicum since the filing of the prior Schedule 13D and $1,056,910 for the 90,700
Shares acquired by the Managed Accounts since the filing of the prior Schedule
13D.
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
Page 19 of 34 Pages
<PAGE>
may from time to time have debit balances. It is not possible to determine the
amount of borrowings, if any, used to acquire the Shares.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is amended and restated in its entirety as
follows:
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 Footnote One hereto is calculated based upon the
4,965,470 Shares outstanding as of October 31, 1997 as
reported by the Company in its Form 10Q for the period ended
September 30, 1997 and as confirmed by the Post-Effective
Amendment No. 1 to the Registration Statement filed on Form
S-1, as filed by the Company on December 22, 1997.
(c) The trade dates, number of Shares purchased or sold and the
price per Share for all purchases and sales of the Shares
since the filing of the prior Schedule 13D 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 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.
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 trade dates, number of Shares purchased or sold and the
price per Share for all purchases and sales of the Shares
since the filing of the prior Schedule 13D 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 Shares. Steyer is
Page 20 of 34 Pages
<PAGE>
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 trade dates, number of Shares purchased or sold and the
price per Share for all purchases and sales of the Shares
since the filing of the prior Schedule 13D 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 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.
(c) The trade dates, number of Shares purchased or sold and the
price per Share for all purchases and sales of the Shares
since the filing of the prior Schedule 13D 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 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 trade dates, number of Shares purchased or sold and the
price per Share for all purchases and sales of the Shares
since the filing of the prior Schedule
Page 21 of 34 Pages
<PAGE>
13D 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 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 hereto for FCMLLC is incorporated herein
by reference.
(c) The trade dates, number of Shares purchased or sold and the
price per Share for all purchases and sales of the Shares by
the Managed Accounts since the filing of the prior Schedule
13D 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 Shares
held by the Managed Accounts. Steyer is the senior managing
member of FCMLLC 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 Partner ships, including the disposition of the
proceeds of the sale of the 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
Page 22 of 34 Pages
<PAGE>
(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 Partner ships, including the disposition of the
proceeds of the sale of the Shares. FCMLLC, as an investment
adviser, has the power to direct the disposition of the
proceeds of the sale of the 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 Partner ships, including the disposition of the
proceeds of the sale of the Shares. FCMLLC, as an investment
adviser, has the power to direct the disposition of the
proceeds of the sale of the 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 Partner ships, including the disposition of the
proceeds of the sale of the Shares. FCMLLC, as an investment
adviser, has the power to direct the disposition of the
proceeds of the sale of the Shares held by the Managed
Accounts. Downes is a managing member of FCMLLC and FPLLC.
(e) Not applicable.
Page 23 of 34 Pages
<PAGE>
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 Partner ships, including the disposition of the
proceeds of the sale of the 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 Partner ships, including the disposition of the
proceeds of the sale of the Shares. FCMLLC, as an investment
adviser, has the power to direct the disposition of the
proceeds of the sale of the 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 hereto for Fremder is incorporated herein
by reference.
(c) None.
(d) FPLLC as General Partner has the power to direct the affairs
of the Partner ships, including the disposition of the
proceeds of the sale of the Shares. FCMLLC, as an investment
adviser, has the power to direct the disposition of the
proceeds of the sale of the Shares held by the Managed
Accounts. Fremder is a managing member of FCMLLC and FPLLC.
(e) Not applicable.
N. William F. Mellin
Page 24 of 34 Pages
<PAGE>
(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 Partner ships, including the disposition of the
proceeds of the sale of the Shares. FCMLLC, as an investment
adviser, has the power to direct the disposition of the
proceeds of the sale of the 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 Partner ships, including the disposition of the
proceeds of the sale of the Shares. FCMLLC, as an investment
adviser, has the power to direct the disposition of the
proceeds of the sale of the 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 Partner ships, including the disposition of the
proceeds of the sale of the Shares. FCMLLC, as an investment
adviser, has the power to direct the disposition of the
proceeds of the sale of the Shares held by the Managed
Accounts. Moore is a managing member of FCMLLC and FPLLC.
(e) Not applicable.
Page 25 of 34 Pages
<PAGE>
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 Partner ships, including the disposition of the
proceeds of the sale of the Shares. FCMLLC, as an investment
adviser, has the power to direct the disposition of the
proceeds of the sale of the Shares held by the Managed
Accounts. Steyer is the senior managing member of FCMLLC and
FPLLC.
(e) Not applicable.
The Shares reported hereby for the Partnerships are owned directly by the
Partnerships and those reported by FCMLLC on behalf of the Managed Accounts are
owned directly by the Managed Accounts. 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 Shares. Each of FPLLC
and Fairman, as a managing member of FPLLC, may be deemed to be the beneficial
owner of all such Shares owned by the Partnerships. FCMLLC may be deemed to be
the beneficial owner of all such Shares owned by the 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 Shares.
Page 26 of 34 Pages
<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: February 6, 1998
/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 27 of 34 Pages
<PAGE>
SCHEDULE A
FARALLON CAPITAL PARTNERS, L.P.
NO. OF SHARES PRICE
TRADE DATE PURCHASED PER SHARE
(including commission)
1/21/98 1,900 $11.75
1/22/98 2,000 $11.75
1/28/98 3,400 $11.69
1/29/98 2,400 $11.75
1/30/98 4,000 $11.63
2/2/98 12,000 $11.63
2/6/98 1,600 $11.63
2/6/98 700 $11.56
Page 28 of 34 Pages
<PAGE>
SCHEDULE B
FARALLON CAPITAL INSTITUTIONAL PARTNERS, L.P.
NO. OF SHARES PRICE
TRADE DATE PURCHASED PER SHARE
(including commission)
1/21/98 2,200 $11.75
1/22/98 2,200 $11.75
1/28/98 4,500 $11.69
1/29/98 3,100 $11.75
1/30/98 3,700 $11.62
2/2/98 14,300 $11.62
2/6/98 1,700 $11.62
2/6/98 900 $11.56
Page 29 of 34 Pages
<PAGE>
SCHEDULE C
FARALLON CAPITAL INSTITUTIONAL PARTNERS II, L.P.
NO. OF SHARES PRICE
TRADE DATE PURCHASED PER SHARE
(including commission)
1/21/98 300 $11.75
1/22/98 300 $11.75
1/28/98 500 $11.69
1/29/98 300 $11.75
1/30/98 500 $11.62
2/2/98 1,500 $11.62
2/6/98 200 $11.63
2/6/98 100 $11.56
Page 30 of 34 Pages
<PAGE>
SCHEDULE D
FARALLON CAPITAL INSTITUTIONAL PARTNERS III, L.P.
NO. OF SHARES PRICE
TRADE DATE PURCHASED PER SHARE
(including commission)
1/21/98 100 $11.75
1/22/98 100 $11.75
1/28/98 2,500 $11.69
1/29/98 1,800 $11.75
1/30/98 2,000 $11.63
2/2/98 6,000 $11.63
2/6/98 800 $11.63
2/6/98 400 $11.56
Page 31 of 34 Pages
<PAGE>
SCHEDULE E
TINICUM PARTNERS, L.P.
NO. OF SHARES PRICE
TRADE DATE PURCHASED PER SHARE
(including commission)
1/21/98 300 $11.75
1/22/98 300 $11.75
1/28/98 500 $11.69
1/29/98 400 $11.75
1/30/98 500 $11.62
2/2/98 1,500 $11.62
2/6/98 200 $11.63
2/6/98 100 $11.56
Page 32 of 34 Pages
<PAGE>
SCHEDULE F
FARALLON CAPITAL MANAGEMENT, L.L.C.
NO. OF SHARES PRICE
TRADE DATE PURCHASED PER SHARE
(including commission)
1/21/98 2,300 $11.75
1/22/98 2,200 $11.75
1/28/98 11,000 $11.69
1/29/98 7,700 $11.75
1/30/98 12,000 $11.63
2/2/98 34,400 $11.63
2/6/98 4,800 $11.63
2/6/98 2,400 $11.56
1/21/98 100 $11.75
1/22/98 100 $11.75
1/28/98 300 $11.69
1/29/98 200 $11.75
1/30/98 300 $11.62
2/2/98 800 $11.63
2/6/98 100 $11.62
2/6/98 100 $11.56
1/21/98 300 $11.75
1/22/98 300 $11.75
1/28/98 2,300 $11.69
1/29/98 1,600 $11.75
Page 33 of 34 Pages
<PAGE>
1/30/98 2,000 $11.63
2/2/98 4,500 $11.62
2/6/98 600 $11.63
2/6/98 300 $11.56
Page 34 of 34 Pages
