UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
United Stationers, Inc. (USTR)
(Name of Issuer)
Common Stock, par value $.10 per share
(Title of Class of Securities)
CUSIP No. 913004107
(CUSIP Number)
Thomas F. Steyer
Farallon Capital Management, L.L.C.
One Maritime Plaza, Suite 1325
San Francisco, California 94111
(415) 421-2132
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
February 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
<PAGE>
SCHEDULE 13D
CUSIP NO. 913004107
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
258,528
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
258,528
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
258,528
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
2.3%
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP NO. 913004107
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
203,166
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
203,166
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
203,166
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*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP NO. 913004107
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
64,632
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
64,632
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
64,632
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
0.6%
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP NO. 913004107
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
25,502
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
25,502
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
25,502
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. 913004107
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
34,367
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
34,367
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
34,367
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. 913004107
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
140,113
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
140,113
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
140,113
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
1.2%
14 Type of Reporting Person*
IA, 00
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP NO. 913004107
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
586,195
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
586,195
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
586,195
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
5.1%
14 Type of Reporting Person*
00
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
<PAGE>
SCHEDULE 13D
CUSIP NO. 913004107
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
726,308
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
726,308
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
726,308
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
6.3%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP NO. 913004107
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
726,308
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
726,308
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
726,308
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
6.3%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP NO. 913004107
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
726,308
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
726,308
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
726,308
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
6.3%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
<PAGE>
SCHEDULE 13D
CUSIP NO. 913004107
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
586,195
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
586,195
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
586,195
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
5.1%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP NO. 913004107
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
726,308
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
726,308
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
726,308
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
6.3%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
<PAGE>
SCHEDULE 13D
CUSIP NO. 913004107
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
726,308
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
726,308
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
726,308
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
6.3%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
<PAGE>
SCHEDULE 13D
CUSIP NO. 913004107
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
726,308
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
726,308
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
726,308
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
6.3%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP NO. 913004107
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
726,308
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
726,308
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
726,308
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
6.3%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP NO. 913004107
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
726,308
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
726,308
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
726,308
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
6.3%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
<PAGE>
SCHEDULE 13D
CUSIP NO. 913004107
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
726,308
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
726,308
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
726,308
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
6.3%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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<PAGE>
This statement relates to shares of Common Stock,
par value $0.10 per share (the "Shares"), of United
Stationers, Inc. (the "Company"). The Company's prin-
cipal offices are located at 2200 East Golf Road, Des
Plains, Illinois 60016-1267.
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 "Partner-
ships"), 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"); (vii) Farallon
Partners, L.L.C., a Delaware limited liability company
("FPLLC") with respect to the Shares held by each of the
entities named in (i) through (v) above; (viii) each of
Enrique H. Boilini ("Boilini"), David I. Cohen ("Cohen"),
Joseph F. Downes ("Downes"), Jason M. Fish ("Fish"),
Andrew B. Fremder ("Fremder"), 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 entities named
in (i) through (vi) above; (ix) Fleur E. Fairman
("Fairman") with respect to the Shares held by each of
the entities named in (i) through
<PAGE>
<PAGE>
(v) above. (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".)
On January 1, 1997, a limited partner (the "Limited
Partner") in FCIP withdrew 100% of the Limited Partner's
interest in Shares. The withdrawn Shares were placed in
FCIP III, a newly-formed limited partnership whose
general partner is FPLLC and whose sole limited partner
is the Limited Partner.
The name, address, principal business, state of
incorporation, executive officers, directors and
controlling persons of FCMLLC and FPLLC, are set forth on
Annex 1 hereto. The Shares reported hereby for FCP,
FCIP, FCIP II, FCIP III, Tinicum and 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 owners of all such
Shares other than the Shares owned by the Managed
Accounts. 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.
(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 CITCO Building,
Wickhams Cay, P.O. Box 662, Road Town, Tortola, British
Virgin Islands.
<PAGE>
<PAGE>
(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 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 proceed
ing, 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 Consider-
ation.
The net investment cost (including commissions) is
$4,477,900 for the 258,528 Shares held by FCP, $3,442,071
for the 203,166 Shares held by FCIP, $1,053,173 for the
64,632 Shares held by FCIP II, $512,140 for the 25,502
Shares held by FCIP III, $583,380 for the 34,367
Shares held by Tinicum and $2,55,950 for the 140,113
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 margin
accounts maintained by some of the Managed Accounts at
Goldman
<PAGE>
<PAGE>
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 (the "Credit Agreements")
entered into by each of FCP and Tinicum with ING (U.S.)
Capital Corporation ("ING"). 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 purchases 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. Each may
make further purchases of Shares from time to time and
may dispose of any or all of the Shares held by it at any
time. 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 (b) through (j),
inclusive, of the instructions to Item 4 of Schedule 13D.
The Reporting Persons may, at any item and from time
to time, review or reconsider their position and formu-
late plans or proposals with respect thereto, but have no
present intention of doing so.
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 herein 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 11,446,306 Shares
<PAGE>
<PAGE>
outstanding as of October 28, 1996 as reported by the
Company in its Form 10Q for the period ending September
30, 1996.
(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 decisions
regarding the disposition of the proceeds from the sale
of the Shares. Steyer is the senior managing member
of FPLLC and Boilini, Cohen, Downes, Fairman, Fish,
Fremder, Mellin, Millham and Moore are managing members
of FPLLC.
(e) Not applicable.
B. Farallon Capital Institutional Partners, L.P.
(a),(b) The information set forth in Rows
7, 8, 9, 10, 11 and 13 of the cover page herein 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. The transfer date and number
of Shares transferred for each transaction in the past 60
days which is not a purchase or sale is set forth on
Schedule B hereto.
(d) FPLLC as General Partner has the
power to direct the affairs of FCIP, including decisions
regarding the disposition of the proceeds from 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 herein for FCIP
II is incorporated herein by reference.
<PAGE>
<PAGE>
(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 from 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 herein 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. The transfer date and number
of Shares transferred for each transaction in the past 60
days which is not a purchase or sale is set forth on
Schedule D hereto.
(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 herein 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 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 Tinicum, including
the disposition of the proceeds from 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 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.
Steyer is the senior managing member of FCMLLC, and
Boilini, Cohen, Downes, Fish, Fremder, Millham,
Mellin, 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 herein 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.
<PAGE>
<PAGE>
H. Enrique H. Boilini
(a),(b) The information set forth in Rows
7, 8, 9, 10, 11 and 13 of the cover page herein 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 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 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 herein 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 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 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 herein for
Downes 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 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
<PAGE>
<PAGE>
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 herein 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 from the sale of the
Shares. Ms. 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 herein 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 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 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 herein 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 from the sale of the
Shares. FCMLLC, as an investment adviser, has the
PAGE
<PAGE>
power to direct the disposition of the proceeds from the
sale of 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 herein 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 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 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 herein for
Millham 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 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 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.
<PAGE>
<PAGE>
(d) FPLLC as General Partner has the
power to direct the affairs of the Partnerships, includ-
ing 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 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 herein 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 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. Steyer
is the senior managing member of FCMLLC and FPLLC.
(e) Not applicable.
The Shares reported hereby for FCP, FCIP, FCIP II,
FCIP III, Tinicum and 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 other than the Shares owned by the Managed
Accounts. 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 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 securi-
ties of the Company, including but not limited to
transfer or voting of any security of the Company,
finder's fees, joint
<PAGE>
<PAGE>
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: February 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>
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 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
<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: February 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.
NO. OF SHARES PRICE
TRADE DATE PURCHASED PER SHARE
(including
commission)
01/08/97 1,000 $19.55
02/03/97 81,800 $20.86
02/06/97 3,200 $20.05
02/07/97 2,300 $20.05
02/10/97 5,000 $20.05
02/11/97 1,500 $20.05
02/12/97 7,800 $20.25
PAGE
<PAGE>
SCHEDULE B
FARALLON CAPITAL INSTITUTIONAL PARTNERS, L.P.
NO. OF SHARES
PURCHASES ("P") PRICE
TRADE DATE OR TRANSFERRED ("T")<1> PER SHARE
(including
commission)
01/03/97 778T N/A
01/03/97 7,200T N/A
01/03/97 5,624T N/A
01/08/97 800P $19.55
02/03/97 41,000P $20.86
02/06/97 1,800P $20.05
02/10/97 3,100P $20.05
02/11/97 1,000P $20.05
02/12/97 4,400P $20.25
<1>On January 1, 1997, the Limited Partner withdrew 100%
of the Limited Partner's interest in Shares. The
withdrawn Shares were placed in FCIP III. The Reporting
Persons do not consider this transaction to be either a
purchase or a sale of Shares.
PAGE
<PAGE>
SCHEDULE C
FARALLON CAPITAL INSTITUTIONAL PARTNERS II, L.P.
NO. OF SHARES PRICE
TRADE DATE PURCHASED PER SHARE
(including
commission)
02/03/97 20,500 $20.86
02/06/97 700 $20.05
02/10/97 800 $20.05
02/12/97 1,200 $20.25
<PAGE>
<PAGE>
SCHEDULE D
FARALLON CAPITAL INSTITUTIONAL PARTNERS III, L.P.
NO. OF SHARES
PURCHASES ("P") PRICE
TRADE DATE OR TRANSFERRED ("T")<1> PER SHARE
(including
commission)
01/03/97 778T N/A
01/03/97 7,200T N/A
01/03/97 5,624T N/A
02/03/97 10,200P $20.86
02/06/97 200P $20.05
02/07/97 1,000P $20.05
02/10/97 300P $20.05
02/12/97 200P $20.25
<1>On January 1, 1997, the Limited Partner withdrew 100%
of the Limited Partner's interest in Shares. The
withdrawn Shares were placed in FCIP III. The Reporting
Persons do not consider this transaction to be either a
purchase or a sale of Shares.
<PAGE>
<PAGE>
SCHEDULE E
TINICUM PARTNERS, L.P.
NO. OF SHARES PRICE
TRADE DATE PURCHASED PER SHARE
(including
commission)
02/03/97 8,200 $20.86
02/06/97 300 $20.05
02/10/97 700 $20.05
02/12/97 1,200 $20.25
PAGE
<PAGE>
SCHEDULE F
FARALLON CAPITAL MANAGEMENT, L.L.C.
NO. OF SHARES PRICE
TRADE DATE PURCHASED PER SHARE
(including
commission)
02/03/97 32,700 $20.86
02/06/97 1,600 $20.05
02/07/97 2,000 $20.05
02/10/97 2,700 $20.05
02/12/97 4,000 $20.25
02/03/97 2,000 $20.86
02/06/97 100 $20.05
02/10/97 100 $20.05
02/12/97 200 $20.25
02/03/97 8,200 $20.86
02/06/97 300 $20.05
02/10/97 700 $20.05
02/12/97 1,000 $20.25
<PAGE>
