SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. _________) (1)
AXOGEN LIMITED
(Name of Issuer)
COMMON SHARES, PAR VALUE $.01 PER SHARE
(Formerly Traded as Part of Axogen/Elan Units)
(Title of Class of Securities)
G0690R108 (formerly included under CUSIP 054614201)
(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)
JANUARY 19, 1999
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [ ].
Note. Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits. See Rule
13d-7(b) for other parties to whom copies are to be sent.
(Continued on following pages)
Page 1 of 38 Pages
Exhibit Index Found on Page 37
- -----------
1 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 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
13D
===============================
CUSIP No. G0690R108
===============================
- ---------======================================================================
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
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*
N/A
- ---------======================================================================
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
- ---------======================================================================
6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
- ----------------------=========================================================
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
------=========================================================
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
198,900 [See 11 below and the Preliminary Note.]
------=========================================================
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
------=========================================================
PERSON WITH 10 SHARED DISPOSITIVE POWER
198,900 [See 11 below and the Preliminary Note.]
- ----------------------=========================================================
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
198,900 [Reflects the separation of the Axogen Units into underlying
Axogen Shares and Elan Warrants as described in the Preliminary Note
herein. The Reporting Person's beneficial ownership in the Axogen
Shares underlying the Units is the same as it was prior to separation.
See the Schedule 13D filed by the Reporting Person with respect to the
Axogen Units. See also the Preliminary Note.]
- ---------======================================================================
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 %[Reflects the separation of the Axogen Units into underlying
Axogen Shares and Elan Warrants as described in the Preliminary Note
herein. The Reporting Person's beneficial ownership in the Axogen
Shares underlying the Units is the same as it was prior to separation.
See the Schedule 13D filed by the Reporting Person with respect to the
Axogen Units. See also the Preliminary Note.]
- ---------======================================================================
14 TYPE OF REPORTING PERSON*
PN
- ---------======================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 38 Pages
<PAGE>
13D
===============================
CUSIP No. G0690R108
===============================
- ---------======================================================================
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
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*
N/A
- ---------======================================================================
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
- ---------======================================================================
6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
- ----------------------=========================================================
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
------=========================================================
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
204,011 [See 11 below and the Preliminary Note.]
------=========================================================
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
------=========================================================
PERSON WITH 10 SHARED DISPOSITIVE POWER
204,011 [See 11 below and the Preliminary Note.]
- ----------------------=========================================================
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
204,011 [Reflects the separation of the Axogen Units into underlying
Axogen Shares and Elan Warrants as described in the Preliminary Note
herein. The Reporting Person's beneficial ownership in the Axogen
Shares underlying the Units is the same as it was prior to separation.
See the Schedule 13D filed by the Reporting Person with respect to the
Axogen Units. See also the Preliminary Note.]
- ---------======================================================================
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- ---------======================================================================
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.9 %[Reflects the separation of the Axogen Units into underlying
Axogen Shares and Elan Warrants as described in the Preliminary Note
herein. The Reporting Person's beneficial ownership in the Axogen
Shares underlying the Units is the same as it was prior to separation.
See the Schedule 13D filed by the Reporting Person with respect to the
Axogen Units. See also the Preliminary Note.]
- ---------======================================================================
14 TYPE OF REPORTING PERSON*
PN
- ---------======================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 3 of 38 Pages
<PAGE>
13D
===============================
CUSIP No. G0690R108
===============================
- ---------======================================================================
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
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*
N/A
- ---------======================================================================
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
- ---------======================================================================
6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
- ----------------------=========================================================
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
------=========================================================
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
54,400 [See 11 below and the Preliminary Note.]
------=========================================================
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
------=========================================================
PERSON WITH 10 SHARED DISPOSITIVE POWER
54,400 [See 11 below and the Preliminary Note.]
- ----------------------=========================================================
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
54,400 [Reflects the separation of the Axogen Units into underlying
Axogen Shares and Elan Warrants as described in the Preliminary Note
herein. The Reporting Person's beneficial ownership in the Axogen
Shares underlying the Units is the same as it was prior to separation.
See the Schedule 13D filed by the Reporting Person with respect to the
Axogen Units. See also the Preliminary Note.]
- ---------======================================================================
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- ---------======================================================================
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.0 %[Reflects the separation of the Axogen Units into underlying
Axogen Shares and Elan Warrants as described in the Preliminary Note
herein. The Reporting Person's beneficial ownership in the Axogen
Shares underlying the Units is the same as it was prior to separation.
See the Schedule 13D filed by the Reporting Person with respect to the
Axogen Units. See also the Preliminary Note.]
- ---------======================================================================
14 TYPE OF REPORTING PERSON*
PN
- ---------======================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 4 of 38 Pages
<PAGE>
13D
===============================
CUSIP No. G0690R108
===============================
- ---------======================================================================
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
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*
N/A
- ---------======================================================================
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
- ---------======================================================================
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- ----------------------=========================================================
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
------=========================================================
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
25,889 [See 11 below and the Preliminary Note.]
------=========================================================
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
------=========================================================
PERSON WITH 10 SHARED DISPOSITIVE POWER
25,889 [See 11 below and the Preliminary Note.]
- ----------------------=========================================================
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,889 [Reflects the separation of the Axogen Units into underlying
Axogen Shares and Elan Warrants as described in the Preliminary Note
herein. The Reporting Person's beneficial ownership in the Axogen
Shares underlying the Units is the same as it was prior to separation.
See the Schedule 13D filed by the Reporting Person with respect to the
Axogen Units. See also the Preliminary Note.]
- ---------======================================================================
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 %[Reflects the separation of the Axogen Units into underlying
Axogen Shares and Elan Warrants as described in the Preliminary Note
herein. The Reporting Person's beneficial ownership in the Axogen
Shares underlying the Units is the same as it was prior to separation.
See the Schedule 13D filed by the Reporting Person with respect to the
Axogen Units. See also the Preliminary Note.]
- ---------======================================================================
14 TYPE OF REPORTING PERSON*
PN
- ---------======================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 5 of 38 Pages
<PAGE>
13D
===============================
CUSIP No. G0690R108
===============================
- ---------======================================================================
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
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*
N/A
- ---------======================================================================
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
- ---------======================================================================
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
- ----------------------=========================================================
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
------=========================================================
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
18,900 [See 11 below and the Preliminary Note.]
------=========================================================
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
------=========================================================
PERSON WITH 10 SHARED DISPOSITIVE POWER
18,900 [See 11 below and the Preliminary Note.]
- ----------------------=========================================================
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,900 [Reflects the separation of the Axogen Units into underlying
Axogen Shares and Elan Warrants as described in the Preliminary Note
herein. The Reporting Person's beneficial ownership in the Axogen
Shares underlying the Units is the same as it was prior to separation.
See the Schedule 13D filed by the Reporting Person with respect to the
Axogen Units. See also the Preliminary Note.]
- ---------======================================================================
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 %[Reflects the separation of the Axogen Units into underlying
Axogen Shares and Elan Warrants as described in the Preliminary Note
herein. The Reporting Person's beneficial ownership in the Axogen
Shares underlying the Units is the same as it was prior to separation.
See the Schedule 13D filed by the Reporting Person with respect to the
Axogen Units. See also the Preliminary Note.]
- ---------======================================================================
14 TYPE OF REPORTING PERSON*
PN
- ---------======================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 6 of 38 Pages
<PAGE>
13D
===============================
CUSIP No. G0690R108
===============================
- ---------======================================================================
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
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*
N/A
- ---------======================================================================
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
- ---------======================================================================
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- ----------------------=========================================================
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
------=========================================================
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
248,600 [See 11 below and the Preliminary Note.]
------=========================================================
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
------=========================================================
PERSON WITH 10 SHARED DISPOSITIVE POWER
248,600 [See 11 below and the Preliminary Note.]
- ----------------------=========================================================
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
248,600 [Reflects the separation of the Axogen Units into underlying
Axogen Shares and Elan Warrants as described in the Preliminary Note
herein. The Reporting Person's deemed beneficial ownership in the
Axogen Shares underlying the Units is the same as it was prior to
separation. See the Schedule 13D filed by the Reporting Person with
respect to the Axogen Units. See also the Preliminary Note.]
- ---------======================================================================
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- ---------======================================================================
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.7 %[Reflects the separation of the Axogen Units into underlying
Axogen Shares and Elan Warrants as described in the Preliminary Note
herein. The Reporting Person's deemed beneficial ownership in the
Axogen Shares underlying the Units is the same as it was prior to
separation. See the Schedule 13D filed by the Reporting Person with
respect to the Axogen Units. See also the Preliminary Note.]
- ---------======================================================================
14 TYPE OF REPORTING PERSON*
IA, OO
- ---------======================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 7 of 38 Pages
<PAGE>
13D
===============================
CUSIP No. G0690R108
===============================
- ---------======================================================================
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
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*
N/A
- ---------======================================================================
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
- ---------======================================================================
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- ----------------------=========================================================
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
------=========================================================
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
502,100 [See 11 below and the Preliminary Note.]
------=========================================================
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
------=========================================================
PERSON WITH 10 SHARED DISPOSITIVE POWER
502,100 [See 11 below and the Preliminary Note.]
- ----------------------=========================================================
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
502,100 [Reflects the separation of the Axogen Units into underlying
Axogen Shares and Elan Warrants as described in the Preliminary Note
herein. The Reporting Person's deemed beneficial ownership in the
Axogen Shares underlying the Units is the same as it was prior to
separation. See the Schedule 13D filed by the Reporting Person with
respect to the Axogen Units. See also the Preliminary Note.]
- ---------======================================================================
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- ---------======================================================================
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.5 %[Reflects the separation of the Axogen Units into underlying
Axogen Shares and Elan Warrants as described in the Preliminary Note
herein. The Reporting Person's deemed beneficial ownership in the
Axogen Shares underlying the Units is the same as it was prior to
separation. See the Schedule 13D filed by the Reporting Person with
respect to the Axogen Units. See also the Preliminary Note.]
- ---------======================================================================
14 TYPE OF REPORTING PERSON*
OO
- ---------======================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 8 of 38 Pages
<PAGE>
13D
===============================
CUSIP No. G0690R108
===============================
- ---------======================================================================
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
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*
N/A
- ---------======================================================================
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
- ---------======================================================================
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Argentina
- ----------------------=========================================================
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
------=========================================================
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
750,700 [See 11 below and the Preliminary Note.]
------=========================================================
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
------=========================================================
PERSON WITH 10 SHARED DISPOSITIVE POWER
750,700 [See 11 below and the Preliminary Note.]
- ----------------------=========================================================
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
750,700 [Reflects the separation of the Axogen Units into underlying
Axogen Shares and Elan Warrants as described in the Preliminary Note
herein. The Reporting Person's deemed beneficial ownership in the
Axogen Shares underlying the Units is the same as it was prior to
separation. See the Schedule 13D filed by the Reporting Person with
respect to the Axogen Units. See also the Preliminary Note.]
- ---------======================================================================
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- ---------======================================================================
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.2 %[Reflects the separation of the Axogen Units into underlying
Axogen Shares and Elan Warrants as described in the Preliminary Note
herein. The Reporting Person's deemed beneficial ownership in the
Axogen Shares underlying the Units is the same as it was prior to
separation. See the Schedule 13D filed by the Reporting Person with
respect to the Axogen Units. See also the Preliminary Note.]
- ---------======================================================================
14 TYPE OF REPORTING PERSON*
IN
- ---------======================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 9 of 38 Pages
<PAGE>
13D
===============================
CUSIP No. G0690R108
===============================
- ---------======================================================================
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
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*
N/A
- ---------======================================================================
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
- ---------======================================================================
6 CITIZENSHIP OR PLACE OF ORGANIZATION
South Africa
- ----------------------=========================================================
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
------=========================================================
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
750,700 [See 11 below and the Preliminary Note.]
------=========================================================
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
------=========================================================
PERSON WITH 10 SHARED DISPOSITIVE POWER
750,700 [See 11 below and the Preliminary Note.]
- ----------------------=========================================================
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
750,700 [Reflects the separation of the Axogen Units into underlying
Axogen Shares and Elan Warrants as described in the Preliminary Note
herein. The Reporting Person's deemed beneficial ownership in the
Axogen Shares underlying the Units is the same as it was prior to
separation. See the Schedule 13D filed by the Reporting Person with
respect to the Axogen Units. See also the Preliminary Note.]
- ---------======================================================================
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- ---------======================================================================
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.2 %[Reflects the separation of the Axogen Units into underlying
Axogen Shares and Elan Warrants as described in the Preliminary Note
herein. The Reporting Person's deemed beneficial ownership in the
Axogen Shares underlying the Units is the same as it was prior to
separation. See the Schedule 13D filed by the Reporting Person with
respect to the Axogen Units. See also the Preliminary Note.]
- ---------======================================================================
14 TYPE OF REPORTING PERSON*
IN
- ---------======================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 10 of 38 Pages
<PAGE>
13D
===============================
CUSIP No. G0690R108
===============================
- ---------======================================================================
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
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*
N/A
- ---------======================================================================
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
- ---------======================================================================
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- ----------------------=========================================================
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
------=========================================================
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
750,700 [See 11 below and the Preliminary Note.]
------=========================================================
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
------=========================================================
PERSON WITH 10 SHARED DISPOSITIVE POWER
750,700 [See 11 below and the Preliminary Note.]
- ----------------------=========================================================
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
750,700 [Reflects the separation of the Axogen Units into underlying
Axogen Shares and Elan Warrants as described in the Preliminary Note
herein. The Reporting Person's deemed beneficial ownership in the
Axogen Shares underlying the Units is the same as it was prior to
separation. See the Schedule 13D filed by the Reporting Person with
respect to the Axogen Units. See also the Preliminary Note.]
- ---------======================================================================
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- ---------======================================================================
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.2 %[Reflects the separation of the Axogen Units into underlying
Axogen Shares and Elan Warrants as described in the Preliminary Note
herein. The Reporting Person's deemed beneficial ownership in the
Axogen Shares underlying the Units is the same as it was prior to
separation. See the Schedule 13D filed by the Reporting Person with
respect to the Axogen Units. See also the Preliminary Note.]
- ---------======================================================================
14 TYPE OF REPORTING PERSON*
IN
- ---------======================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 11 of 38 Pages
<PAGE>
13D
===============================
CUSIP No. G0690R108
===============================
- ---------======================================================================
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
William F. Duhamel
- ---------======================================================================
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ X ]
- ---------======================================================================
3 SEC USE ONLY
- ---------======================================================================
4 SOURCE OF FUNDS*
N/A
- ---------======================================================================
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
- ---------======================================================================
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- ----------------------=========================================================
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
------=========================================================
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
750,700 [See 11 below and the Preliminary Note.]
------=========================================================
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
------=========================================================
PERSON WITH 10 SHARED DISPOSITIVE POWER
750,700 [See 11 below and the Preliminary Note.]
- ----------------------=========================================================
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
750,700 [Reflects the separation of the Axogen Units into underlying
Axogen Shares and Elan Warrants as described in the Preliminary Note
herein. The Reporting Person's deemed beneficial ownership in the
Axogen Shares underlying the Units is the same as it was prior to
separation. See the Schedule 13D filed by the Reporting Person with
respect to the Axogen Units. See also the Preliminary Note.]
- ---------======================================================================
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- ---------======================================================================
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.2 %[Reflects the separation of the Axogen Units into underlying
Axogen Shares and Elan Warrants as described in the Preliminary Note
herein. The Reporting Person's deemed beneficial ownership in the
Axogen Shares underlying the Units is the same as it was prior to
separation. See the Schedule 13D filed by the Reporting Person with
respect to the Axogen Units. See also the Preliminary Note.]
- ---------======================================================================
14 TYPE OF REPORTING PERSON*
IN
- ---------======================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 12 of 38 Pages
<PAGE>
13D
===============================
CUSIP No. G0690R108
===============================
- ---------======================================================================
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
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*
N/A
- ---------======================================================================
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
- ---------======================================================================
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- ----------------------=========================================================
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
------=========================================================
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
502,100 [See 11 below and the Preliminary Note.]
------=========================================================
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
------=========================================================
PERSON WITH 10 SHARED DISPOSITIVE POWER
502,100 [See 11 below and the Preliminary Note.]
- ----------------------=========================================================
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
502,100 [Reflects the separation of the Axogen Units into underlying
Axogen Shares and Elan Warrants as described in the Preliminary Note
herein. The Reporting Person's deemed beneficial ownership in the
Axogen Shares underlying the Units is the same as it was prior to
separation. See the Schedule 13D filed by the Reporting Person with
respect to the Axogen Units. See also the Preliminary Note.]
- ---------======================================================================
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- ---------======================================================================
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.5 %[Reflects the separation of the Axogen Units into underlying
Axogen Shares and Elan Warrants as described in the Preliminary Note
herein. The Reporting Person's deemed beneficial ownership in the
Axogen Shares underlying the Units is the same as it was prior to
separation. See the Schedule 13D filed by the Reporting Person with
respect to the Axogen Units. See also the Preliminary Note.]
- ---------======================================================================
14 TYPE OF REPORTING PERSON*
IN
- ---------======================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 13 of 38 Pages
<PAGE>
13D
===============================
CUSIP No. G0690R108
===============================
- ---------======================================================================
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
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*
N/A
- ---------======================================================================
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
- ---------======================================================================
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- ----------------------=========================================================
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
------=========================================================
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
750,700 [See 11 below and the Preliminary Note.]
------=========================================================
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
------=========================================================
PERSON WITH 10 SHARED DISPOSITIVE POWER
750,700 [See 11 below and the Preliminary Note.]
- ----------------------=========================================================
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
750,700 [Reflects the separation of the Axogen Units into underlying
Axogen Shares and Elan Warrants as described in the Preliminary Note
herein. The Reporting Person's deemed beneficial ownership in the
Axogen Shares underlying the Units is the same as it was prior to
separation. See the Schedule 13D filed by the Reporting Person with
respect to the Axogen Units. See also the Preliminary Note.]
- ---------======================================================================
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- ---------======================================================================
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.2 %[Reflects the separation of the Axogen Units into underlying
Axogen Shares and Elan Warrants as described in the Preliminary Note
herein. The Reporting Person's deemed beneficial ownership in the
Axogen Shares underlying the Units is the same as it was prior to
separation. See the Schedule 13D filed by the Reporting Person with
respect to the Axogen Units. See also the Preliminary Note.]
- ---------======================================================================
14 TYPE OF REPORTING PERSON*
IN
- ---------======================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 14 of 38 Pages
<PAGE>
13D
===============================
CUSIP No. G0690R108
===============================
- ---------======================================================================
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
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*
N/A
- ---------======================================================================
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
- ---------======================================================================
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- ----------------------=========================================================
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
------=========================================================
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
750,700 [See 11 below and the Preliminary Note.]
------=========================================================
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
------=========================================================
PERSON WITH 10 SHARED DISPOSITIVE POWER
750,700 [See 11 below and the Preliminary Note.]
- ----------------------=========================================================
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
750,700 [Reflects the separation of the Axogen Units into underlying
Axogen Shares and Elan Warrants as described in the Preliminary Note
herein. The Reporting Person's deemed beneficial ownership in the
Axogen Shares underlying the Units is the same as it was prior to
separation. See the Schedule 13D filed by the Reporting Person with
respect to the Axogen Units. See also the Preliminary Note.]
- ---------======================================================================
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- ---------======================================================================
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.2 %[Reflects the separation of the Axogen Units into underlying
Axogen Shares and Elan Warrants as described in the Preliminary Note
herein. The Reporting Person's deemed beneficial ownership in the
Axogen Shares underlying the Units is the same as it was prior to
separation. See the Schedule 13D filed by the Reporting Person with
respect to the Axogen Units. See also the Preliminary Note.]
- ---------======================================================================
14 TYPE OF REPORTING PERSON*
IN
- ---------======================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 15 of 38 Pages
<PAGE>
13D
===============================
CUSIP No. G0690R108
===============================
- ---------======================================================================
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Richard B. Fried
- ---------======================================================================
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ X ]
- ---------======================================================================
3 SEC USE ONLY
- ---------======================================================================
4 SOURCE OF FUNDS*
N/A
- ---------======================================================================
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
- ---------======================================================================
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- ----------------------=========================================================
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
------=========================================================
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
750,700 [See 11 below and the Preliminary Note.]
------=========================================================
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
------=========================================================
PERSON WITH 10 SHARED DISPOSITIVE POWER
750,700 [See 11 below and the Preliminary Note.]
- ----------------------=========================================================
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
750,700 [Reflects the separation of the Axogen Units into underlying
Axogen Shares and Elan Warrants as described in the Preliminary Note
herein. The Reporting Person's deemed beneficial ownership in the
Axogen Shares underlying the Units is the same as it was prior to
separation. See the Schedule 13D filed by the Reporting Person with
respect to the Axogen Units. See also the Preliminary Note.]
- ---------======================================================================
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- ---------======================================================================
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.2 %[Reflects the separation of the Axogen Units into underlying
Axogen Shares and Elan Warrants as described in the Preliminary Note
herein. The Reporting Person's deemed beneficial ownership in the
Axogen Shares underlying the Units is the same as it was prior to
separation. See the Schedule 13D filed by the Reporting Person with
respect to the Axogen Units. See also the Preliminary Note.]
- ---------======================================================================
14 TYPE OF REPORTING PERSON*
IN
- ---------======================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 16 of 38 Pages
<PAGE>
13D
===============================
CUSIP No. G0690R108
===============================
- ---------======================================================================
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
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*
N/A
- ---------======================================================================
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
- ---------======================================================================
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- ----------------------=========================================================
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
------=========================================================
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
750,700 [See 11 below and the Preliminary Note.]
------=========================================================
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
------=========================================================
PERSON WITH 10 SHARED DISPOSITIVE POWER
750,700 [See 11 below and the Preliminary Note.]
- ----------------------=========================================================
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
750,700 [Reflects the separation of the Axogen Units into underlying
Axogen Shares and Elan Warrants as described in the Preliminary Note
herein. The Reporting Person's deemed beneficial ownership in the
Axogen Shares underlying the Units is the same as it was prior to
separation. See the Schedule 13D filed by the Reporting Person with
respect to the Axogen Units. See also the Preliminary Note.]
- ---------======================================================================
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- ---------======================================================================
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.2 %[Reflects the separation of the Axogen Units into underlying
Axogen Shares and Elan Warrants as described in the Preliminary Note
herein. The Reporting Person's deemed beneficial ownership in the
Axogen Shares underlying the Units is the same as it was prior to
separation. See the Schedule 13D filed by the Reporting Person with
respect to the Axogen Units. See also the Preliminary Note.]
- ---------======================================================================
14 TYPE OF REPORTING PERSON*
IN
- ---------======================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 17 of 38 Pages
<PAGE>
13D
===============================
CUSIP No. G0690R108
===============================
- ---------======================================================================
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
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*
N/A
- ---------======================================================================
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
- ---------======================================================================
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- ----------------------=========================================================
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
------=========================================================
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
750,700 [See 11 below and the Preliminary Note.]
------=========================================================
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
------=========================================================
PERSON WITH 10 SHARED DISPOSITIVE POWER
750,700 [See 11 below and the Preliminary Note.]
- ----------------------=========================================================
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
750,700 [Reflects the separation of the Axogen Units into underlying
Axogen Shares and Elan Warrants as described in the Preliminary Note
herein. The Reporting Person's deemed beneficial ownership in the
Axogen Shares underlying the Units is the same as it was prior to
separation. See the Schedule 13D filed by the Reporting Person with
respect to the Axogen Units. See also the Preliminary Note.]
- ---------======================================================================
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- ---------======================================================================
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.2 %[Reflects the separation of the Axogen Units into underlying
Axogen Shares and Elan Warrants as described in the Preliminary Note
herein. The Reporting Person's deemed beneficial ownership in the
Axogen Shares underlying the Units is the same as it was prior to
separation. See the Schedule 13D filed by the Reporting Person with
respect to the Axogen Units. See also the Preliminary Note.]
- ---------======================================================================
14 TYPE OF REPORTING PERSON*
IN
- ---------======================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 18 of 38 Pages
<PAGE>
13D
===============================
CUSIP No. G0690R108
===============================
- ---------======================================================================
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
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*
N/A
- ---------======================================================================
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
- ---------======================================================================
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- ----------------------=========================================================
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
------=========================================================
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
750,700 [See 11 below and the Preliminary Note.]
------=========================================================
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
------=========================================================
PERSON WITH 10 SHARED DISPOSITIVE POWER
750,700 [See 11 below and the Preliminary Note.]
- ----------------------=========================================================
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
750,700 [Reflects the separation of the Axogen Units into underlying
Axogen Shares and Elan Warrants as described in the Preliminary Note
herein. The Reporting Person's deemed beneficial ownership in the
Axogen Shares underlying the Units is the same as it was prior to
separation. See the Schedule 13D filed by the Reporting Person with
respect to the Axogen Units. See also the Preliminary Note.]
- ---------======================================================================
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- ---------======================================================================
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.2 %[Reflects the separation of the Axogen Units into underlying
Axogen Shares and Elan Warrants as described in the Preliminary Note
herein. The Reporting Person's deemed beneficial ownership in the
Axogen Shares underlying the Units is the same as it was prior to
separation. See the Schedule 13D filed by the Reporting Person with
respect to the Axogen Units. See also the Preliminary Note.]
- ---------======================================================================
14 TYPE OF REPORTING PERSON*
IN
- ---------======================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 19 of 38 Pages
<PAGE>
13D
===============================
CUSIP No. G0690R108
===============================
- ---------======================================================================
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
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*
N/A
- ---------======================================================================
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
- ---------======================================================================
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- ----------------------=========================================================
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
------=========================================================
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
750,700 [See 11 below and the Preliminary Note.]
------=========================================================
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
------=========================================================
PERSON WITH 10 SHARED DISPOSITIVE POWER
750,700 [See 11 below and the Preliminary Note.]
- ----------------------=========================================================
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
750,700 [Reflects the separation of the Axogen Units into underlying
Axogen Shares and Elan Warrants as described in the Preliminary Note
herein. The Reporting Person's deemed beneficial ownership in the
Axogen Shares underlying the Units is the same as it was prior to
separation. See the Schedule 13D filed by the Reporting Person with
respect to the Axogen Units. See also the Preliminary Note.]
- ---------======================================================================
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- ---------======================================================================
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.2 %[Reflects the separation of the Axogen Units into underlying
Axogen Shares and Elan Warrants as described in the Preliminary Note
herein. The Reporting Person's deemed beneficial ownership in the
Axogen Shares underlying the Units is the same as it was prior to
separation. See the Schedule 13D filed by the Reporting Person with
respect to the Axogen Units. See also the Preliminary Note.]
- ---------======================================================================
14 TYPE OF REPORTING PERSON*
IN
- ---------======================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 20 of 38 Pages
<PAGE>
Preliminary Note.
On January 4, 1999 (the "Separation Date"), the Units of Axogen Limited
(the "Units"), each composed of one Common Share, par value $.01 per share, of
Axogen Limited (the "Shares") and one warrant, represented by one American
Depositary Share, evidenced by one American Depositary Receipt, to purchase one
Ordinary Share, par value 4 Irish pence, of Elan Corporation, plc, represented
by one American Depositary Share, evidenced by one American Depositary Receipt
(the "Warrants"), separated. As a result of the separation, the component Shares
and Warrants began trading independently and the Units have ceased to exist.
This Schedule 13D is being filed to report beneficial ownership of the Shares
(as opposed to the Units) as a result of the separation of the Shares from the
Units. There have been no transactions in the Shares by any of the Reporting
Persons (as defined below) since the Separation Date.
Prior to the Separation Date, the Reporting Persons had reported
beneficial ownership of the Units on a Schedule 13D which was most recently
amended on or about January 26, 1999.
Item 1. Security and Issuer.
This statement relates to the Common Shares, par value $.01 per share, of
Axogen Limited (the "Company"). The Company's principal offices are located at
102 St. James Court, Flatts, Smiths, FL 04 Bermuda.
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 Shares held by it;
(ii) Farallon Capital Institutional Partners, L.P., a California limited
partnership ("FCIP"), with respect to the Shares held by it: (iii) Farallon
Capital Institutional Partners II, L.P., a California limited partnership ("FCIP
II"), with respect to the Shares held by it; (iv) Farallon Capital Institutional
Partners III, L.P., a Delaware limited partnership ("FCIP III"), with respect to
the Shares held by it; (v) Tinicum Partners, L.P., a New
Page 21 of 38 Pages
<PAGE>
York limited partnership ("Tinicum"; collectively with FCP, FCIP, FCIP II and
FCIP III, the "Partnerships"), with respect to the Shares held by it; (vi)
Farallon Capital Management, L.L.C., a Delaware limited liability company
("FCMLLC"), with respect to the 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 Shares held by each of the Partnerships;
(viii) each of Enrique H. Boilini ("Boilini"), David I. Cohen ("Cohen"), Joseph
F. Downes ("Downes"), William F. Duhamel ("Duhamel"), Jason M. Fish ("Fish"),
Andrew B. Fremder ("Fremder"), Richard B. Fried ("Fried"), William F. Mellin
("Mellin"), Stephen L. Millham ("Millham"), Meridee A. Moore ("Moore") and
Thomas F. Steyer ("Steyer"), with respect to the Shares held by each of the
Partnerships and the Managed Accounts; and (ix) Fleur E. Fairman ("Fairman")
with respect to the Shares held by each of the Partnerships (FCP, FCIP, FCIP II,
FCIP III, Tinicum, FCMLLC, FPLLC, Boilini, Cohen, Downes, Duhamel, Fairman,
Fish, Fremder, Fried, 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 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, Duhamel, Fish, Fremder, Fried, Mellin, Millham,
Moore and Steyer may be deemed, as a managing member of FPLLC and FCMLLC, to be
the
- -----------
2 Of the Shares reported by FCMLLC on behalf of the Managed Accounts,
12,800 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.
Page 22 of 38 Pages
<PAGE>
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, Duhamel, Fairman, Fish, Fremder, Fried, Mellin, Millham, Moore
and Steyer hereby disclaims any beneficial ownership of any such 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.
As stated in the Preliminary Note, this Schedule 13D is being filed solely
to reflect the separation of the Shares from the Units on the Separation Date.
The net investment costs (including
Page 23 of 38 Pages
<PAGE>
commissions) for all Units acquired by the Reporting Persons has been reported
in the Schedule 13D, as amended, filed by the Reporting Persons with respect to
the Units. As stated therein, for purposes of such filings, 100% of the net Unit
price for each Unit was attributed to the underlying Share. For further
information regarding the net investment costs (including commissions) of such
Units (and corresponding Shares), see the Schedule 13D, as amended, filed by the
Reporting Persons with respect to the Units.
Item 4. Purpose of the Transaction.
The purpose of the acquisition of the Shares is for investment, and the
acquisitions of the 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 Shares, consistent with its investment purpose, each Reporting
Person at any time and from time to time may acquire additional Shares or
dispose of any or all of its Shares depending upon an ongoing evaluation of the
investment in the Shares, prevailing market conditions, other investment
opportunities, liquidity requirements of the Reporting Person and/or other
investment considerations.
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.
Page 24 of 38 Pages
<PAGE>
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 Two hereto is calculated based upon the 5,290,000
Shares outstanding as of January 20, 1999, as reported by the
Company.
(c) As stated in the Preliminary Note, there have been no
transactions in the Shares since the Separation Date.
(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, Duhamel, Fairman, Fish, Fremder,
Fried, 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) As stated in the Preliminary Note, there have been no
transactions in the Shares since the Separation Date.
(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 the senior managing member of FPLLC
and Boilini, Cohen, Downes, Duhamel, Fairman, Fish, Fremder,
Fried, 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) As stated in the Preliminary Note, there have been no
transactions in the Shares since the Separation Date.
Page 25 of 38 Pages
<PAGE>
(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, Duhamel, Fairman, Fish,
Fremder, Fried, 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) As stated in the Preliminary Note, there have been no
transactions in the Shares since the Separation Date.
(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, Duhamel, Fairman, Fish,
Fremder, Fried, 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) As stated in the Preliminary Note, there have been no
transactions in the Shares since the Separation Date.
(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, Duhamel, Fairman, Fish,
Fremder, Fried, 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) As stated in the Preliminary Note, there have been no
transactions in the Shares since the Separation Date.
Page 26 of 38 Pages
<PAGE>
(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, Duhamel, Fish, Fremder,
Fried, 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 Shares. Steyer is the senior managing
member of FPLLC and Boilini, Cohen, Downes, Duhamel, Fairman,
Fish, Fremder, Fried, 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 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.
Page 27 of 38 Pages
<PAGE>
(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 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 Partnerships, 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.
K. William F. Duhamel
(a),(b) The information set forth in Rows 7, 8, 9, 10, 11 and 13 of
the cover page hereto for Duhamel 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 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. Duhamel is a
managing member of FCMLLC and FPLLC.
(e) Not applicable.
L. 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.
Page 28 of 38 Pages
<PAGE>
(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 Shares. Fairman is a managing member of
FPLLC.
(e) Not applicable.
M. 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, 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.
N. 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 Partnerships, 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.
O. Richard B. Fried
(a),(b) The information set forth in Rows 7, 8, 9, 10, 11 and 13 of
the cover page hereto for Fried 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 Shares. FCMLLC, as an investment adviser,
has the power to direct the disposition
Page 29 of 38 Pages
<PAGE>
of the proceeds of the sale of the Shares held by the Managed
Accounts. Fried is a managing member of FCMLLC and FPLLC.
(e) Not applicable.
P. 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 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.
Q. 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 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.
R. 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.
Page 30 of 38 Pages
<PAGE>
(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 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.
S. 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 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, Duhamel,
Fish, Fremder, Fried, Mellin, Millham, Moore and Steyer may be deemed, as a
managing member 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, Duhamel, Fairman, Fish,
Fremder, Fried, Mellin, Millham, Moore and Steyer hereby disclaims any
beneficial ownership of any such Shares.
Page 31 of 38 Pages
<PAGE>
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 32 of 38 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: January 26, 1999
/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, William F. Duhamel, Fleur E. Fairman,
Jason M. Fish, Andrew B. Fremder, Richard B. Fried,
William F. Mellin, Stephen L. Millham,
and Meridee A. Moore.
The Powers of Attorney 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, which were filed with Amendment No. 1 to
the Schedule 13D filed with the Securities and Exchange Commission on September
26, 1997, by such Reporting Persons with respect to the Common Stock of Sphere
Drake Holdings Limited, are hereby incorporated by reference. The Powers of
Attorney executed by Duhamel and Fried authorizing Steyer to sign and file this
Schedule 13D on each person's behalf, which were filed with Amendment No. 1 to
the Schedule 13G filed with the Securities and Exchange Commission on January
13, 1999, by such Reporting Persons with respect to the Callable Class A Common
Shares of CliniChem Development Inc., are hereby incorporated by reference.
Page 33 of 38 Pages
<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, California 94111
(c) Serves as investment adviser to various managed accounts
(d) Delaware limited liability company
(e) Managing Members: Thomas F. Steyer, Senior Managing Member;
Enrique H. Boilini, David I. Cohen, Joseph F. Downes, William F.
Duhamel, Jason M. Fish, Andrew B. Fremder, Richard B. Fried,
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, California 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, William F.
Duhamel, Fleur E. Fairman, Jason M. Fish, Andrew B. Fremder,
Richard B. Fried, 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, Connecticut 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, California 94111
(c) Managing Member of Farallon Partners, L.L.C.; Managing Member of
Farallon Capital Management, L.L.C.
(d) South African Citizen
Page 34 of 38 Pages
<PAGE>
5. (a) Joseph F. Downes
(b) c/o Farallon Capital Management, L.L.C.
One Maritime Plaza, Suite 1325
San Francisco, California 94111
(c) Managing Member of Farallon Partners, L.L.C.; Managing Member of
Farallon Capital Management, L.L.C.
(d) United States Citizen
6. (a) William F. Duhamel
(b) c/o Farallon Capital Management, L.L.C.
One Maritime Plaza, Suite 1325
San Francisco, California 94111
(c) Managing Member of Farallon Partners, L.L.C.; Managing Member of
Farallon Capital Management, L.L.C.
(d) United States Citizen
7. (a) Fleur E. Fairman
(b) c/o Farallon Capital Management, L.L.C.
One Maritime Plaza, Suite 1325
San Francisco, California 94111
(c) Managing Member of Farallon Partners, L.L.C.
(d) United States Citizen
8. (a) Jason M. Fish
(b) c/o Farallon Capital Management, L.L.C.
One Maritime Plaza, Suite 1325
San Francisco, California 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) Andrew B. Fremder
(b) c/o Farallon Capital Management, L.L.C.
One Maritime Plaza, Suite 1325
San Francisco, California 94111
(c) Managing Member of Farallon Partners, L.L.C.; Managing Member of
Farallon Capital Management, L.L.C.
(d) United States Citizen
10. (a) Richard B. Fried
(b) c/o Farallon Capital Management, L.L.C.
One Maritime Plaza, Suite 1325
San Francisco, California 94111
(c) Managing Member of Farallon Partners, L.L.C.; Managing Member of
Farallon Capital Management, L.L.C.
(d) United States Citizen
Page 35 of 38 Pages
<PAGE>
11. (a) William F. Mellin
(b) c/o Farallon Capital Management, L.L.C.
One Maritime Plaza, Suite 1325
San Francisco, California 94111
(c) Managing Member of Farallon Partners, L.L.C.; Managing Member of
Farallon Capital Management, L.L.C.
(d) United States Citizen
12. (a) Stephen L. Millham
(b) c/o Farallon Capital Management, L.L.C.
One Maritime Plaza, Suite 1325
San Francisco, California 94111
(c) Managing Member of Farallon Partners, L.L.C.; Managing Member of
Farallon Capital Management, L.L.C.
(d) United States Citizen
13. (a) Meridee A. Moore
(b) c/o Farallon Capital Management, L.L.C.
One Maritime Plaza, Suite 1325
San Francisco, California 94111
(c) Managing Member of Farallon Partners, L.L.C.; Managing Member of
Farallon Capital Management, L.L.C.
(d) United States Citizen
14. (a) Thomas F. Steyer
(b) c/o Farallon Capital Management, L.L.C.
One Maritime Plaza, Suite 1325
San Francisco, California 94111
(c) Senior Managing Member of Farallon Partners, L.L.C.; Senior Managing
Member of Farallon Capital Management, L.L.C.
(d) United States Citizen
Page 36 of 38 Pages
<PAGE>
EXHIBIT INDEX
EXHIBIT 1 Joint Acquisition Statement Pursuant to Rule 13D-(f)(1)
Page 37 of 38 Pages
<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 amendments 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: January 26, 1999
/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, William F. Duhamel, Fleur E. Fairman,
Jason M. Fish, Andrew B. Fremder, Richard B. Fried,
William F. Mellin, Stephen L. Millham,
and Meridee A. Moore.
Page 38 of 38 Pages
