UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.1)*
TRIAD SYSTEMS CORPORATION (TRSC)
(Name of Issuer)
Common Stock, par value $.001 per share
(Title of Class of Securities)
CUSIP No. 895818201
(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 15, 1996
(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 .
Check the following box if a fee is being paid with the
statement. (A fee is not required only if the
reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2)
has filed no amendment subsequent thereto reporting
beneficial ownership of five percent or less of such
class.) (See Rule 13d-7.)
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).
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SCHEDULE 13D
CUSIP No. 895818201
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
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
259,800
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
259, 800
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
259,800
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. 895818201
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 With Sole Voting Power
-0-
8 Shared Voting Power
286,100
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
286,100
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
286,100
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
1.6%
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
<PAGE>
SCHEDULE 13D
CUSIP No. 895818201
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
53,100
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
53,100
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
53,100
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
0.3%
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
<PAGE>
SCHEDULE 13D
CUSIP No. 895818201
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
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
45,000
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
45,000
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
45,000
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. 895818201
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
198,500
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
198,500
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
1.1%
14 Type of Reporting Person*
IA,00
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
<PAGE>
SCHEDULE 13D
CUSIP No. 895818201
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
644,000
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
644,000
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
644,000
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
3.6%
14 Type of Reporting Person*
00
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
<PAGE>
SCHEDULE 13D
CUSIP No. 895818201
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
842,500
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
842,500
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
842,500
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%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
<PAGE>
SCHEDULE 13D
CUSIP No. 895818201
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
842,500
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
842,500
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
842,500
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%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
<PAGE>
SCHEDULE 13D
CUSIP No. 895818201
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
842,500
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
842,500
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
842,500
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%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
<PAGE>
SCHEDULE 13D
CUSIP No. 895818201
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
644,000
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
644,000
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
644,000
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
3.6%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
<PAGE>
SCHEDULE 13D
CUSIP No. 895818201
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
842,500
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
842,500
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
842,500
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%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
<PAGE>
SCHEDULE 13D
CUSIP No. 895818201
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
842,500
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
842,500
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
842,500
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%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
<PAGE>
SCHEDULE 13D
CUSIP No. 895818201
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
842,500
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
842,500
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
842,500
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%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
<PAGE>
SCHEDULE 13D
CUSIP No. 895818201
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
842,500
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
842,500
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
842,500
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%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
<PAGE>
SCHEDULE 13D
CUSIP No. 895818201
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
842,500
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
842,500
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
842,500
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%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
<PAGE>
SCHEDULE 13D
CUSIP No. 895818201
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
842,500
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
842,500
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
842,500
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%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
<PAGE>
This Amendment No. 1 to Schedule 13D amends the
Schedule 13D initially filed on the date hereof (collec-
tively with all amendments thereto the "Schedule 13D" as
follows:
This statement is being filed simultaneously with a
Schedule 13D which reports holdings in Shares of Common
Stock as of November 14, 1996. This Amendment No. 1
reports aggregate beneficial ownership of less than 5% of
the Shares as of November 15, 1996.
Item 5. Interest in Securities of the Issuer.
Item 5 as reported on Schedule 13D is hereby 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 is calculated based upon the
17,749,158 Shares reported by the Company to be outstand-
ing as of September 30, 1996.
(c) The trading dates, number of Shares purchased
or sold and the price per Share for all transactions in
the Shares from November 14, 1996 to November 15, 1996
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. Mr. Steyer is
the senior managing member of FPLLC, and Messrs. Boilini,
Cohen, Downes, Fish, Fremder, Mellin and Millham and
Mdmes. Fairman and Moore are managing members of FPLLC.
(e) November 15, 1996.
PAGE
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B. Farallon Capital Institutional Partners, L.P.
(a), (b) The information set forth in Rows 7, 8, 9,
10, 11 and 13 of the cover page hereto for FCIP is
incorporated herein by reference.
(c) The trading dates, number of Shares purchased
or sold and the price per Share for all transactions in
the Shares from November 14, 1996 to November 15, 1996
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. Mr. Steyer is
the senior managing member of FPLLC, and Messrs. Boilini,
Cohen, Downes, Fish, Fremder, Mellin and Millham and
Mdmes. Fairman and Moore are managing members of FPLLC.
(e) November 15, 1996.
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 transactions in
the Shares from November 14, 1996 to November 15, 1996
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. Mr. Steyer is
the senior managing member of FPLLC, and Messrs. Boilini,
Cohen, Downes, Fish, Fremder, Mellin and Millham and
Mdmes. Fairman and Moore are managing members of FPLLC.
(e) November 15, 1996.
D. 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.
<PAGE> <PAGE>
(c) The trading dates, number of Shares purchased
or sold and the price per Share for all transactions in
the Shares from November 14, 1996 to November 15, 1996
are set forth on Schedule D hereto and are incorporated
herein by reference. All of such transactions were
open-market transactions.
(d) FPLLC as General Partner has the power to
direct the affairs of Tinicum, including the disposition
of the proceeds of the sale of the Shares. Mr. Steyer is
the senior managing member of FPLLC, and Messrs. Boilini,
Cohen, Downes, Fish, Fremder, Mellin and Millham and
Mdmes. Fairman and Moore are managing members of FPLLC.
(e) November 15, 1996.
E. Farallon Capital Management, L.L.C.
(a), (b) The information set forth in Rows 7, 8, 9,
10, 11 and 13 of the cover page hereto for FCMLLC is
incorporated herein by reference.
(c) The trading dates, number of Shares purchased
or sold and the price per Share for all transactions in
the Shares by the Managed Accounts from November 14, 1996
to November 15, 1996 are set forth on Schedule E 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 from the sale
of the Shares held by the Managed Accounts. Mr. Steyer
is the senior managing member of FCMLLC, and Messrs.
Boilini, Cohen, Downes, Fish, Fremder, Millham, and
Mellin and Ms. Moore are managing members of FCMLLC.
(e) November 15, 1996.
F. 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.
PAGE
<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.
Mr. Steyer is the senior managing member of FPLLC, and
Messrs. Boilini, Cohen, Downes, Fish, Fremder, Mellin and
Millham and Mdmes. Fairman and Moore are managing members
of FPLLC.
(e) November 15, 1996.
G. 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 the General Partner has the power to
direct the affairs of the Partnerships, including the
disposition of the proceeds from the sale of the Shares.
FCMLLC, as an investment adviser, has the power to direct
the disposition of the proceeds from the sale of the
Shares held by the Managed Accounts. Mr. Boilini is a
managing member of FCMLLC and FPLLC.
(e) November 15, 1996.
H. 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 the General Partner has the power to
direct the affairs of the Partnerships, including the
disposition of the proceeds from the sale of the Shares.
FCMLLC, as an investment adviser, has the power to direct
the disposition of the proceeds from the sale of the
Shares held by the Managed Accounts. Mr. Cohen is a
managing member of FCMLLC and FPLLC.
(e) November 15, 1996.
PAGE
<PAGE>
I. 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 the General Partner has the power to
direct the affairs of the Partnerships, including the
disposition of the proceeds from the sale of the Shares.
FCMLLC, as an investment adviser, has the power to direct
the disposition of the proceeds from the sale of the
Shares held by the Managed Accounts. Mr. Downes is a
managing member of FCMLLC and FPLLC.
(e) November 15, 1996.
J. 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 the General Partner has the power to
direct the affairs of the Partnerships, including the
disposition of the proceeds from the sale of the Shares.
Ms. Fairman is a managing member of FPLLC.
(e) November 15, 1996.
K. 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 the General Partner has the power to
direct the affairs of the Partnerships, including the
disposition of the proceeds from the sale of the Shares.
FCMLLC, as an investment adviser, has the power to direct
the disposition of the proceeds from the sale of the
Shares held by the Managed Accounts. Mr. Fish is a
managing member of FCMLLC and FPLLC.
PAGE
<PAGE>
(e) November 15, 1996.
L. 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 the General Partner has the power to
direct the affairs of the Partnerships, including the
disposition of the proceeds from the sale of the Shares.
FCMLLC, as an investment adviser, has the power to direct
the disposition of the proceeds from the sale of the
Shares held by the Managed Accounts. Mr. Fremder is a
managing member of FCMLLC and FPLLC.
(e) November 15, 1996.
M. 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 the General Partner has the power to
direct the affairs of the Partnerships, including the
disposition of the proceeds from the sale of the Shares.
FCMLLC, as an investment adviser, has the power to direct
the disposition of the proceeds from the sale of the
Shares held by the Managed Accounts. Mr. Mellin is a
managing member of FCMLLC and FPLLC.
(e) November 15, 1996.
N. 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 the General Partner has the power to
direct the affairs of the Partnerships, including the
disposition of the proceeds from the sale of the Shares.
FCMLLC, as an investment adviser, has
PAGE
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the power to direct the disposition of the proceeds from
the sale of the Shares held by the Managed Accounts. Mr.
Millham is a managing member of FCMLLC and FPLLC.
(e) November 15, 1996.
O. Meridee A. Moore
(a), (b) The information set forth in Rows 7, 8, 9,
10, 11 and 13 of the cover page hereto for Moore is
incorporated herein by reference.
(c) None.
(d) FPLLC as the General Partner has the power to
direct the affairs of the Partnerships, including the
disposition of the proceeds from the sale of the Shares.
FCMLLC, as an investment adviser, has the power to direct
the disposition of the proceeds from the sale of the
Shares held by the Managed Accounts. Ms. Moore is a
managing member of FCMLLC and FPLLC.
(e) November 15, 1996.
P. 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 the General Partner has the power to
direct the affairs of the Partnerships, including the
disposition of the proceeds from the sale of the Shares.
FCMLLC, as an investment adviser, has the power to
direct the disposition of the proceeds from the sale of
the Shares held by the Managed Accounts. Mr. Steyer is
the senior managing member of FCMLLC and FPLLC.
(e) November 15, 1996.
The ownership of the Shares reported hereby for FCP,
FCIP, FCIP II, Tinicum and the Managed Accounts are owned
directly by such entities. Each of Boilini, Cohen,
Downes, Fremder, Fish, 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 to be the beneficial owners of all such Shares
other than the Shares owned by the Managed Accounts, and
FCMLLC may be deemed to be the beneficial owner of all
such
<PAGE>
<PAGE>
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.
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SIGNATURES
After reasonable inquiry and to the best of our
knowledge and belief, the undersigned certify that the
information set forth in this statement is true, complete
and correct.
Dated: November 25, 1996
/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., 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.
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ANNEX 1
Set forth below with respect to Farallon Capital
Management, L.L.C. and Farallon Partners, L.L.C. 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
the General Partner of FCIP, FCIP II, FCP and Tinicum, 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, Senior
Managing Member, Enrique H. Boilini, David I. Cohen,
Joseph H. 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 H. 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
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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 Capital 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 Capital 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 Capital 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 Capital Management, L.L.C.
(d) United States Citizen
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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 Capital 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 Partners,
L.L.C.; Senior Managing Member of Farallon Capital
Management, L.L.C.
(d) United States Citizen
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SCHEDULE A
FARALLON CAPITAL PARTNERS, L.P.
NO. OF SHARES PRICE
TRADE DATE SOLD PER SHARE
(including commission)
11/15/96 7,700 $9.20
11/15/96 15,400 $8.79
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SCHEDULE B
FARALLON CAPITAL INSTITUTIONAL PARTNERS, L.P.
NO. OF SHARES PRICE
TRADE DATE SOLD PER SHARE
(including commission)
11/15/96 8,500 $9.20
11/15/96 17,000 $8.79
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SCHEDULE C
FARALLON CAPITAL INSTITUTIONAL PARTNERS II, L.P.
NO. OF SHARES PRICE
TRADE DATE SOLD PER SHARE
(including commission)
11/15/96 1,600 $9.20
11/15/96 3,100 $8.79
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SCHEDULE D
TINICUM PARTNERS, L.P.
NO. OF SHARES PRICE
TRADE DATE SOLD PER SHARE
(including commission)
11/15/96 1,300 $9.20
11/15/96 2,800 $8.79
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SCHEDULE E
FARALLON CAPITAL MANAGEMENT, L.L.C.
NO. OF SHARES PRICE
TRADE DATE SOLD PER SHARE
(including commission)
11/15/96 4,600 $9.20
11/15/96 9,100 $8.79
11/15/96 300 $9.20
11/15/96 500 $8.79
11/15/96 1,000 $9.20
11/15/96 2,100 $8.79
