UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
DATA DOCUMENTS INCORPORATED (DDII)
(Name of Issuer)
Common Stock, par value $.001
(Title of Class of Securities)
CUSIP No. 237669106
(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)
November 3, 1997
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the
subject of this Schedule 13D, and is filing this schedule
because of Rule 13d-1(b)(3) or (4), check the following
box / /.
Note: Six copies of this statement, including all
exhibits, should be filed with the Commission. See Rule
13d-1(a) for other parties to whom copies are to be
sent.
* The remainder of this cover page shall be filled out
for a reporting person's initial filing on this form with
respect to the subject class of securities, and for any
subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover
page shall not be deemed to be "filed" for the purpose of
Section 18 of the Securities Exchange Act of 1934 ("Act")
or otherwise subject to the liabilities of that section
of that Act but shall be subject to all other provisions
of the Act (however, see the Notes).
PAGE
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SCHEDULE 13D
CUSIP NO. 237669106
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Farallon Capital Partners, L.P.
2 Check the Appropriate Box if a Member of a Group*
(a)
(b) /x/
3 SEC Use Only
4 Source of Funds*
WC, 00
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization
California
Number of Shares Beneficially Owned By Each
Reporting Person With
7 Sole Voting Power
-0-
8 Shared Voting Power
-0-
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
-0-
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
-0-
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
1.5%
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP NO. 237669106
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Farallon Capital Institutional Partners, L.P.
2 Check the Appropriate Box if a Member of a Group*
(a)
(b) /x/
3 SEC Use Only
4 Source of Funds*
WC
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization
California
Number of Shares Beneficially Owned By Each
Reporting Person With
7 Sole Voting Power
-0-
8 Shared Voting Power
128,700
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
128,700
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
128,700
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
1.3%
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP NO. 237669106
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Farallon Capital Institutional Partners II, L.P.
2 Check the Appropriate Box if a Member of a Group*
(a)
(b) /x/
3 SEC Use Only
4 Source of Funds*
WC
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization
California
Number of Shares Beneficially Owned By Each
Reporting Person With
7 Sole Voting Power
-0-
8 Shared Voting Power
25,700
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
25,700
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
25,700
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
0.3%
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
<PAGE>
SCHEDULE 13D
CUSIP NO. 237669106
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Farallon Capital Institutional Partners III, L.P.
2 Check the Appropriate Box if a Member of a Group*
(a)
(b) /x/
3 SEC Use Only
4 Source of Funds*
WC
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned By Each
Reporting Person With
7 Sole Voting Power
-0-
8 Shared Voting Power
14,500
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
14,500
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
14,500
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
0.1%
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP NO. 237669106
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Tinicum Partners, L.P.
2 Check the Appropriate Box if a Member of a Group*
(a)
(b) /x/
3 SEC Use Only
4 Source of Funds*
WC, 00
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization
New York
Number of Shares Beneficially Owned By Each
Reporting Person With
7 Sole Voting Power
-0-
8 Shared Voting Power
19,600
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
19,600
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
19,600
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
0.2%
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP NO. 237669106
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Farallon Capital Management, L.L.C.
2 Check the Appropriate Box if a Member of a Group*
(a)
(b) /x/
3 SEC Use Only
4 Source of Funds*
00
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned By Each
Reporting Person With
7 Sole Voting Power
-0-
8 Shared Voting Power
176,900
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
176,900
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
176,900
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
1.8%
14 Type of Reporting Person*
IA, 00
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP NO. 237669106
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Farallon Partners, L.L.C.
2 Check the Appropriate Box if a Member of a Group*
(a)
(b) /x/
3 SEC Use Only
4 Source of Funds*
AF
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned By Each
Reporting Person With
7 Sole Voting Power
-0-
8 Shared Voting Power
336,600
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
336,600
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
336,600
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
3.5%
14 Type of Reporting Person*
00
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
<PAGE>
SCHEDULE 13D
CUSIP NO. 237669106
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Enrique H. Boilini
2 Check the Appropriate Box if a Member of a Group*
(a)
(b) /x/
3 SEC Use Only
4 Source of Funds*
AF, 00
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization
Argentina
Number of Shares Beneficially Owned By Each
Reporting Person With
7 Sole Voting Power
-0-
8 Shared Voting Power
513,500
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
513,500
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
513,500
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
5.3%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP NO. 237669106
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
David I. Cohen
2 Check the Appropriate Box if a Member of a Group*
(a)
(b) /x/
3 SEC Use Only
4 Source of Funds*
AF, 00
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization
South Africa
Number of Shares Beneficially Owned By Each
Reporting Person With
7 Sole Voting Power
-0-
8 Shared Voting Power
513,500
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
513,500
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
513,500
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
5.3%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP NO. 237669106
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Joseph F. Downes
2 Check the Appropriate Box if a Member of a Group*
(a)
(b) /x/
3 SEC Use Only
4 Source of Funds*
AF, 00
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization
United States
Number of Shares Beneficially Owned By Each
Reporting Person With
7 Sole Voting Power
-0-
8 Shared Voting Power
513,500
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
513,500
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
513,500
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
5.3%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
<PAGE>
SCHEDULE 13D
CUSIP NO. 237669106
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Fleur E. Fairman
2 Check the Appropriate Box if a Member of a Group*
(a)
(b) /x/
3 SEC Use Only
4 Source of Funds*
AF
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization
United States
Number of Shares Beneficially Owned By Each
Reporting Person With
7 Sole Voting Power
-0-
8 Shared Voting Power
336,600
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
336,600
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
336,600
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
3.5%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP NO. 237669106
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Jason M. Fish
2 Check the Appropriate Box if a Member of a Group*
(a)
(b) /x/
3 SEC Use Only
4 Source of Funds*
AF, 00
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization
United States
Number of Shares Beneficially Owned By Each
Reporting Person With
7 Sole Voting Power
-0-
8 Shared Voting Power
513,500
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
513,500
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
513,500
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
5.3%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP NO. 237669106
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Andrew B. Fremder
2 Check the Appropriate Box if a Member of a Group*
(a)
(b) /x/
3 SEC Use Only
4 Source of Funds*
AF, 00
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization
United States
Number of Shares Beneficially Owned By Each
Reporting Person With
7 Sole Voting Power
-0-
8 Shared Voting Power
513,500
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
513,500
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
513,500
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
5.3%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP NO. 237669106
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
William F. Mellin
2 Check the Appropriate Box if a Member of a Group*
(a)
(b) /x/
3 SEC Use Only
4 Source of Funds*
AF, 00
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization
United States
Number of Shares Beneficially Owned By Each
Reporting Person With
7 Sole Voting Power
-0-
8 Shared Voting Power
513,500
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
513,500
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
513,500
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
5.3%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP NO. 237669106
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Stephen L. Millham
2 Check the Appropriate Box if a Member of a Group*
(a)
(b) /x/
3 SEC Use Only
4 Source of Funds*
AF, 00
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization
United States
Number of Shares Beneficially Owned By Each
Reporting Person With
7 Sole Voting Power
-0-
8 Shared Voting Power
513,500
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
513,500
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
513,500
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
5.3%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP NO. 237669106
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Meridee A. Moore
2 Check the Appropriate Box if a Member of a Group*
(a)
(b) /x/
3 SEC Use Only
4 Source of Funds*
AF, 00
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization
United States
Number of Shares Beneficially Owned By Each
Reporting Person With
7 Sole Voting Power
-0-
8 Shared Voting Power
513,500
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
513,500
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
513,500
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
5.3%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP NO. 237669106
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Thomas F. Steyer
2 Check the Appropriate Box if a Member of a Group*
(a)
(b) /x/
3 SEC Use Only
4 Source of Funds*
AF, 00
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization
United States
Number of Shares Beneficially Owned By Each
Reporting Person With
7 Sole Voting Power
-0-
8 Shared Voting Power
513,500
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
513,500
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
513,500
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
5.3%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
<PAGE>
Item 1. Security and Issuer
This statement relates to shares of Common Stock,
par value $.001 per share, (the "Shares") of Data
Documents Incorporated (the "Company"). The Company's
principal offices are located at 4205 South 96th Street,
Omaha, Nebraska, 68127.
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 Califor-
nia 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 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"), Jason M. Fish ("Fish"),
Andrew B. Fremder ("Fremder"),
<1>Of the Shares reported by FCMLLC on behalf
of the Managed Accounts, 6,000 Shares
(equal to 0.1% 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
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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, Fairman, Fish, Fremder,
Mellin, Millham, Moore and Steyer shall
collectively be referred to hereafter as the
"Reporting Persons").
The name, address, principal business, 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
and FCMLLC on behalf of the Managed Accounts
are owned directly by such entities. Each of
Boilini, Cohen, Downes, Fish, Fremder, Mellin,
Millham, Moore and Steyer may be deemed, as
managing members of FPLLC and FCMLLC,
to be the beneficial owners of all such Shares. Each
of FPLLC and Fairman, as a managing member of FPLLC,
may be deemed the beneficial owners of all such Shares
owned by the Partnerships and 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,
Fish, Fremder, Mellin, Millham, Moore and Steyer hereby
disclaim 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.
PAGE
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(c) The principal business of each of the
Partnerships and Offshore is that of a private investment
fund engaging in the purchase and sale of investments for
its own account. The principal business of FPLLC is to
act as the general partner (the "General Partner") of
the Partnerships. The principal business of FCMLLC
is that of a registered investment adviser.
(d) None of the Partnerships, FCMLLC, FPLLC,
Offshore or any of the persons listed on Annex 1 hereto
has, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) None of the Partnerships, FCMLLC, FPLLC,
Offshore or any of the persons listed on Annex 1 hereto
has, during the last five years, been party to a civil
proceeding of a judicial or administrative body of
competent jurisdiction and, as a result of such proceeding,
was, or is subject to, a judgment, decree or final
order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state
securities laws or finding any violation with respect to
such laws.
Item 3. Source and Amount of Funds and Other
Consideration.
The net investment cost (including commissions) is
$2,800,369 for the 148,100 Shares held by FCP,
$2,428,615 for the 128,700 Shares held by FCIP,
$464,554 for the 25,700 Shares held by FCIP II,
$274,584 for the 14,500 Shares held by FCIP III,
$370,038 for the 19,600 Shares held by Tinicum
and $3,339,157 for the 176,900 Shares held by
the Managed Accounts.
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
PAGE
<PAGE>
margin accounts maintained by some of the
Managed Accounts at Goldman Sachs & Co.; and
(iii) with respect to FCP and Tinicum, from
working capital, from borrowings pursuant to
margin accounts maintained by FCP and Tinicum
at Goldman Sachs & Co. and/or from borrowings
pursuant to separate revolving credit agreements
entered into by each of FCP and Tinicum with ING
(U.S.) Capital Corporation. FCP, Tinicum and
some of the Managed Accounts hold certain
securities in their respective margin accounts at
Goldman Sachs & Co., and the accounts may
from time to time have debit balances. It is not
possible to determine the amount of borrowings,
if any, used to acquire the Shares.
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. No
Reporting Person has made a determination regarding
a maximum or minimum number of Shares which it
may hold at any point in time.
Also, in order to maximize and protect the
value of their investment in the Company, the
Reporting Persons have and may engage in communications
with one or more shareholders of the Company,
one or more officers of the Company, one or more members
PAGE
<PAGE>
of the board of directors of the Company and/or
potential investors in the Company regarding the
Company, including but not limited to its operations.
Except to the extent the foregoing may be deemed
a plan or proposal, none of the Reporting Persons has
any plans or proposals which relate to, or could result
in, any of the matters referred to in paragraphs (a) through
(j), inclusive, of the instructions to Item 4 of Schedule
13D. The Reporting Persons may, at any time and
from time to time, review or reconsider their position
and/or change their purpose and/or formulate plans
or proposals with respect thereto.
Item 5. Interest in Securities of the Issuer.
A. Farallon Capital Partners, L.P.
(a), (b) The information set forth in
Rows 7, 8, 9, 10, 11 and 13 of the cover page hereto for
FCP is incorporated herein by reference. The percentage
amount set forth in Row 13 of such cover page and of
each other cover page filed herewith as well as
in Footnote One hereto is calculated based upon the
9,687,780 Shares outstanding as of October 14, 1997
as reported by the Company in its Proxy Statement
and Prospectus filed jointly with Corporate Express, Inc.
on October 27, 1997.
(c) The trading dates, number of Shares purchased
or sold and the price per Share for all purchases
and sales of the Shares in the past 60 days
are set forth on Schedule A hereto and are
incorporated herein by reference. All of such
transactions were open-market transactions.
(d) FPLLC as General Partner has the
power to direct the affairs of FCP, including
the disposition of the proceeds of the sale
of the 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.
<PAGE>
<PAGE>
(a), (b) The information set forth in Rows
7, 8, 9, 10, 11 and 13 of the cover page hereto for FCIP
is incorporated herein by reference.
(c) The trading dates, number of Shares
purchased or sold and the price per Share for all
purchases and sales of the Shares in the past 60
days are set forth on Schedule B hereto and are
incorporated herein by reference. All of such
transactions were open-market transactions.
(d) FPLLC as General Partner has the
power to direct the affairs of FCIP, including
the disposition of the proceeds of the sale
of the Shares. Steyer is the senior
managing member of FPLLC and Boilini, Cohen,
Downes, Fairman, Fish, Fremder, Mellin, Millham and
Moore are managing members of FPLLC.
(e) Not applicable.
C. Farallon Capital Institutional Partners II,
L.P.
(a), (b) The information set forth in Rows
7, 8, 9, 10, 11 and 13 of the cover page hereto for FCIP
II is incorporated herein by reference.
(c) The trading dates, number of Shares
purchased or sold and the price per Share for all
purchases and sales of the Shares in the past 60
days are set forth on Schedule C hereto and are
incorporated herein by reference. All of such
transactions were open-market transactions..
(d) FPLLC as General Partner has the
power to direct the affairs of FCIP II, including
the disposition of the proceeds of the sale of the
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 trading dates, number of Shares
purchased or sold and the price per Share for all
purchases and sales of the Shares in the past 60
days are set forth on Schedule D hereto and are
incorporated herein by reference. All of such
transactions were open-market transactions.
<PAGE>
<PAGE>
(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 trading dates, number of Shares
purchased or sold and the price per Share for all
purchases and sales of the Shares in the past 60
days are set forth on Schedule E hereto and are
incorporated herein by reference. All of such
transactions were open-market transactions.
(d) FPLLC as General Partner has the
power to direct the affairs of Tinicum, including
the disposition of the proceeds of the sale of the
Shares. Steyer is the senior managing
member of FPLLC and Boilini, Cohen, Downes,
Fairman, Fish, Fremder, Mellin, Millham and
Moore are managing members of FPLLC.
(e) Not applicable.
F. Farallon Capital Management, L.L.C.
(a), (b) The information set forth in Rows
7, 8, 9, 10, 11 and 13 of the cover page herein for
FCMLLC is incorporated herein by reference.
(c) The trading dates, number of Shares
purchased or sold and the price per Share for all
purchases and sales of the Shares by the Managed
Accounts in the past 60 days are set forth on
Schedule F hereto and are incorporated herein
by reference. All of such transactions were
open-market transactions.
(d) FCMLLC, as an investment adviser, has
the power to direct the disposition of the proceeds of
the sale of the Shares held by the Managed Accounts.
Steyer is the senior managing member of FCMLLC, and
Boilini, Cohen, Downes, Fish, Fremder, Millham,
Mellin, and Moore are managing members of FCMLLC.
PAGE
<PAGE>
(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, Fairman, Fish, Fremder, Mellin,
Millham and Moore are managing members of FPLLC.
(e) Not applicable.
H. Enrique H. Boilini
(a), (b) The information set forth in Rows
7, 8, 9, 10, 11 and 13 of the cover page hereto for
Boilini is incorporated herein by reference.
(c) None.
(d) FPLLC as General Partner has the
power to direct the affairs of the Partnerships, includ-
ing the disposition of the proceeds of the sale of the Shares.
FPLLC, 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 Partnerships, includ-
ing the disposition of the proceeds of the sale Shares.
FCMLLC, as an investment adviser, has the power
to
PAGE
<PAGE>
direct the disposition of the proceeds of the sale
of 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. Fleur E. Fairman
(a), (b) The information set forth in Rows
7, 8, 9, 10, 11 and 13 of the cover page hereto for
Fairman is incorporated herein by reference.
(c) None.
(d) FPLLC as General Partner has the
power to direct the affairs of the Partnerships, includ-
ing the disposition of the proceeds of the sale of
Shares. Fairman is a managing member of FPLLC.
(e) Not applicable.
L. Jason M. Fish
(a), (b) The information set forth in Rows
7, 8, 9, 10, 11 and 13 of the cover page hereto for Fish
is incorporated herein by reference.
(c) None.
(d) FPLLC as General Partner has the
power to direct the affairs of the Partnerships, includ-
ing the disposition of the proceeds of the sale of
PAGE
<PAGE>
the Shares. FCMLLC, as an investment adviser, has the power
to direct the disposition of the proceeds of the sale
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 Partnerships, includ-
ing 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
(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, includ-
ing 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.
PAGE
<PAGE>
(c) None.
(d) FPLLC as General Partner has the
power to direct the affairs of the Partnerships, includ-
ing the disposition of the proceeds of the sale of the 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 herein for Moore
is incorporated herein by reference.
(c) None.
(d) FPLLC as General Partner has the
power to direct the affairs of the Partnerships, includ-
ing the disposition of the proceeds of the sale of the Shares.
FCMLLC, as an investment adviser, has the power
to direct the disposition of the proceeds of the sale
of Shares held by the Managed Accounts.
Moore is a managing member of FCMLLC and FPLLC.
(e) Not applicable.
Q. Thomas F. Steyer
(a), (b) The information set forth in Rows
7, 8, 9, 10, 11 and 13 of the cover page hereto for
Steyer is incorporated herein by reference.
(c) None.
(d) FPLLC as General Partner has the
power to direct the affairs of the Partnerships, includ-
ing 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.
<PAGE>
<PAGE>
The Shares reported hereby for the Partnerships,
and FCMLLC on behalf of the Managed Accounts
are owned directly by such entities. Each of Boilini,
Cohen, Downes, Fish, Fremder, Mellin, Millham, Moore and
Steyer may be deemed, as managing members of FPLLC and
FCMLLC, to be the beneficial owner of all such 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.
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the Issuer.
Except as described above, there are contracts, arrangements,
understandings or relationships (legal or otherwise) among the
Reporting Persons or between such persons and any other
person with respect to any securities of the Company, including
but not limited to transfer or voting of any securities of the Company,
finder's fees, joint ventures, loan or option arrangements,
puts or calls, guarantees of profits, divisions of profits or
loss, or the giving or withholding of proxies.
Item 7. Materials to be Filed as Exhibits.
There is filed herewith as Exhibit 1 a written
agreement relating to the filing of joint acquisition
statements as required by Rule 13d-1(f)(1) under the
Securities Exchange Act of 1934, as amended.
<PAGE>
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of our
knowledge and belief, the undersigned certify that the
information set forth in this statement is true, complete
and correct.
Dated: November 13, 1997
/s/ Thomas F. Steyer
FARALLON PARTNERS, L.L.C.,
on its own behalf and as
General Partner of
FARALLON CAPITAL PARTNERS, L.P.,
FARALLON CAPITAL INSTITUTIONAL
PARTNERS, L.P., FARALLON
CAPITAL INSTITUTIONAL PARTNERS
II, L.P., FARALLON CAPITAL
INSTITUTIONAL PARTNERS III,
L.P. and TINICUM PARTNERS, L.P.
By Thomas F. Steyer,
Senior Managing Member
/s/ Thomas F. Steyer
FARALLON CAPITAL MANAGEMENT, L.L.C.
By Thomas F. Steyer,
Senior Managing Member
/s/ Thomas F. Steyer
Thomas F. Steyer,
individually and as
attorney-in-fact for each
of Enrique H. Boilini, David I.
Cohen, Joseph F. Downes,
Fleur E. Fairman, Jason M. Fish,
Andrew B. Fremder, William
F. Mellin, Stephen L.
Millham, and Meridee A. Moore.
The Powers of Attorney each executed
by Boilini, Cohen, Downes, Fairman, Fish,
Fremder, Mellin, Millham and Moore authorizing
Steyer to sign and file this Schedule 13D on each
person's behalf was filed with Amendment No. 1
to the Schedule 13D filed with the SEC on
September 26, 1997 by such Reporting Persons
with respect to the Common Stock of Sphere
Drake Holdings Limited are hereby incorporated
by reference.
<PAGE>
<PAGE>
ANNEX 1
Set forth below with respect to FCMLLC and FPLLC is
the following: (a) name; (b) address; (c) principal
business; (d) state of organization; and (e) controlling
persons. Set forth below, with respect to each managing
member of FCMLLC and FPLLC is the following: (a) name;
(b) business address; (c) principal occupation; and
(d) citizenship.
1. (a) Farallon Capital Management, L.L.C.
(b) One Maritime Plaza, Suite 1325
San Francisco, CA 94111
(c) Serves as investment adviser to various
managed accounts
(d) Delaware limited liability company
(e) Managing Members: Thomas F. Steyer, Se-
nior Managing Member; David I. Cohen,
Joseph F. Downes, Jason M. Fish, Andrew
B. Fremder, William F. Mellin, Stephen L.
Millham and Meridee A. Moore, Managing
Members.
2. (a) Farallon Partners, L.L.C.
(b) c/o Farallon Capital Management, L.L.C.
One Maritime Plaza, Suite 1325
San Francisco, CA 94111
(c) Serves as general partner to investment
partnerships
(d) Delaware limited liability company
(e) Managing Members: Thomas F. Steyer,
Senior Managing Member; Enrique H. Boilini,
David I. Cohen, Joseph F. Downes, Fleur E.
Fairman, Jason M. Fish, Andrew B. Fremder,
William F. Mellin, Stephen L. Millham and
Meridee A. Moore, Managing Members.
3. (a) Enrique H. Boilini
(b) c/o Farallon Capital Management, L.L.C.
75 Holly Hill Lane
Greenwich, CT 06830
(c) Managing Member of Farallon
Partners, L.L.C.; Managing Member of
Farallon Capital Management, L.L.C.
(d) Argentinean Citizen
4. (a) David I. Cohen
(b) c/o Farallon Capital Management, L.L.C.
One Maritime Plaza, Suite 1325
San Francisco, CA 94111
(c) Managing Member of Farallon
Partners, L.L.C.; Managing Member of
Farallon Capital Management, L.L.C.
(d) South African Citizen
PAGE
<PAGE>
5. (a) Joseph F. Downes
(b) c/o Farallon Capital Management, L.L.C.
One Maritime Plaza, Suite 1325
San Francisco, CA 94111
(c) Managing Member of Farallon Partners,
L.L.C.; Managing Member of Farallon Capi-
tal Management, L.L.C.
(d) United States Citizen
6. (a) Fleur E. Fairman
(b) 993 Park Avenue
New York, New York 10028
(c) Managing Member of Farallon Partners,
L.L.C.
(d) United States Citizen
7. (a) Jason M. Fish
(b) c/o Farallon Capital Management, L.L.C.
One Maritime Plaza, Suite 1325
San Francisco, CA 94111
(c) Managing Member of Farallon Partners,
L.L.C.; Managing Member of Farallon Capi-
tal Management, L.L.C.
(d) United States Citizen
8. (a) Andrew B. Fremder
(b) c/o Farallon Capital Management, L.L.C.
One Maritime Plaza, Suite 1325
San Francisco, CA 94111
(c) Managing Member of Farallon
Partners, L.L.C.; Managing Member of
Farallon Capital Management, L.L.C.
(d) United States Citizen
9. (a) William F. Mellin
(b) c/o Farallon Capital Management, L.L.C.
One Maritime Plaza, Suite 1325
San Francisco, CA 94111
(c) Managing Member of Farallon Partners,
L.L.C.; Managing Member of Farallon Capi-
tal Management, L.L.C.
(d) United States Citizen
10. (a) Stephen L. Millham
(b) c/o Farallon Capital Management, L.L.C.
One Maritime Plaza, Suite 1325
San Francisco, CA 94111
(c) Managing Member of Farallon Partners,
L.L.C.; Managing Member of Farallon Capi-
tal Management, L.L.C.
(d) United States Citizen
PAGE
<PAGE>
11. (a) Meridee A. Moore
(b) c/o Farallon Capital Management, L.L.C.
One Maritime Plaza, Suite 1325
San Francisco, CA 94111
(c) Managing Member of Farallon Partners,
L.L.C.; Managing Member of Farallon Capi-
tal Management, L.L.C.
(d) United States Citizen
12. (a) Thomas F. Steyer
(b) c/o Farallon Capital Management, L.L.C.
One Maritime Plaza, Suite 1325
San Francisco, CA 94111
(c) Senior Managing Member of Farallon Part-
ners, L.L.C.; Senior Managing Member of
Farallon Capital Management, L.L.C.
(d) United States Citizen
PAGE
<PAGE>
EXHIBIT 1
JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13D-(f)(1)
The undersigned acknowledge and agree that the
foregoing statement on Schedule 13D is filed on behalf of
each of the undersigned and that all subsequent amend-
ments to this statement on Schedule 13D shall be filed on
behalf of each of the undersigned without the necessity
of filing additional joint acquisition statements. The
undersigned acknowledge that each shall be responsible
for the timely filing of such amendments, and for the
completeness and accuracy of the information concerning
him, her or it contained therein, but shall not be
responsible for the completeness and accuracy of the
information concerning the other entities or persons,
except to the extent that he, she or it knows or has
reason to believe that such information is inaccurate.
Dated: November 13, 1997
/s/ Thomas F. Steyer
FARALLON PARTNERS, L.L.C.,
on its own behalf and as
General Partner of
FARALLON CAPITAL PARTNERS, L.P.,
FARALLON CAPITAL INSTITUTIONAL
PARTNERS, L.P., FARALLON CAPITAL
INSTITUTIONAL PARTNERS II, L.P.,
FARALLON CAPITAL INSTITUTIONAL
PARTNERS III, L.P. and TINICUM
PARTNERS, L.P.
By Thomas F. Steyer,
Senior Managing Member
/s/ Thomas F. Steyer
FARALLON CAPITAL MANAGEMENT, L.L.C.
By Thomas F. Steyer,
Senior Managing Member
/s/ Thomas F. Steyer
Thomas F. Steyer,
individually and as attorney-in-fact
for each of Enrique H. Boilini, David
I. Cohen, Joseph F. Downes, Fleur E.
Fairman, Jason M. Fish, Andrew B.
Fremder, William F. Mellin, Stephen
L. Millham, and Meridee A. Moore.
<PAGE>
<PAGE>
SCHEDULE A
FARALLON CAPITAL PARTNERS, L.P.
TRADE NO. OF SHARES PRICE
DATE SOLD PER SHARE
(Including commission)
11/28/97 148,100 $17.19
PAGE
<PAGE>
SCHEDULE B
FARALLON CAPITAL INSTITUTIONAL PARTNERS, L.P.
TRADE NO. OF SHARES PRICE
DATE SOLD PER SHARE
(Including commission)
11/28/97 128,700 $17.19
PAGE
<PAGE>
SCHEDULE C
FARALLON CAPITAL INSTITUTIONAL PARTNERS II, L.P.
TRADE NO. OF SHARES PRICE
DATE SOLD PER SHARE
(Including commission)
11/28/97 25,700 $17.19
<PAGE>
<PAGE>
SCHEDULE D
FARALLON CAPITAL INSTITUTIONAL PARTNERS III, L.P.
TRADE NO. OF SHARES PRICE
DATE SOLD PER SHARE
(Including commission)
11/28/97 14,500 $17.19
PAGE
<PAGE>
SCHEDULE E
TINICUM PARTNERS, L.P.
TRADE NO. OF SHARES PRICE
DATE SOLD PER SHARE
(Including commission)
11/28/97 19,600 $17.19
<PAGE>
SCHEDULE F
FARALLON CAPITAL MANAGEMENT, L.L.C.
TRADE NO. OF SHARES PRICE
DATE SOLD PER SHARE
(Including commission)
11/28/97 138,300 $17.19
11/28/97 6,000 $17.19
11/28/97 32,600 $17.19
PAGE
<PAGE>
9/23/97 1,300 $19.96
9/25/97 500 $20.26
10/31/97 200 $14.94
11/3/97 300 $15.65
11/4/97 100 $16.44
9/11/97 14,400 $18.79
9/12/97 900 $18.78
9/16/97 3,000 $19.28
9/16/97 1,500 $19.25
9/17/97 3,600 $19.53
9/18/97 1,400 $19.44
9/22/97 500 $19.62
9/23/97 2,000 $19.96
9/25/97 3,000 $20.26
10/31/97 800 $14.94
11/3/97 1,100 $15.65
11/4/97 400 $16.44
<PAGE>
