UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
Capital Pacific Holdings, Inc. (CPH)
(Name of Issuer)
Common Stock, par value $0.10
(Title of Class of Securities)
CUSIP No. 14040M104
(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 24, 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).
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SCHEDULE 13D
CUSIP NO. 14040M104
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
California Housing Finance, L.P.
2 Check the Appropriate Box if a Member of a Group*
(a)
(b) /x/
3 SEC Use Only
4 Source of Funds*
N/A
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to 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
2,809,851
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
2,809,851
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
2,809,851
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
19.6%
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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SCHEDULE 13D
CUSIP NO. 14040M104
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
California Housing Finance, L.L.C.
2 Check the Appropriate Box if a Member of a Group*
(a)
(b) /x/
3 SEC Use Only
4 Source of Funds*
N/A
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to 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
2,809,851
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
2,809,851
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
2,809,851
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
19.6%
14 Type of Reporting Person*
00
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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SCHEDULE 13D
CUSIP NO. 14040M104
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*
N/A
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
2,809,851
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
2,809,851
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
2,809,851
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
19.6%
14 Type of Reporting Person*
IA, 00
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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SCHEDULE 13D
CUSIP NO. 14040M104
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*
N/A
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
2,809,851
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
2,809,851
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
2,809,851
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
19.6%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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SCHEDULE 13D
CUSIP NO. 14040M104
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*
N/A
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
2,809,851
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
2,809,851
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
2,809,851
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
19.6%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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SCHEDULE 13D
CUSIP NO. 14040M104
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*
N/A
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
2,809,851
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
2,809,851
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
2,809,851
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
19.6%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
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SCHEDULE 13D
CUSIP NO. 14040M104
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*
N/A
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
2,809,851
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
2,809,851
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
2,809,851
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
19.6%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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SCHEDULE 13D
CUSIP NO. 14040M104
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*
N/A
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
2,809,851
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
2,809,851
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
2,809,851
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
19.6%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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SCHEDULE 13D
CUSIP NO. 14040M104
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*
N/A
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
2,809,851
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
2,809,851
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
2,809,851
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
19.6%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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SCHEDULE 13D
CUSIP NO. 14040M104
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*
N/A
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
2,809,851
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
2,809,851
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
2,809,851
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
19.6%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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SCHEDULE 13D
CUSIP NO. 14040M104
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*
N/A
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
2,809,851
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
2,809,851
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
2,809,851
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
19.6%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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SCHEDULE 13D
CUSIP NO. 14040M104
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*
N/A
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
2,809,851
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
2,809,851
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
2,809,851
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
19.6%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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This Amendment No. 4 to Schedule 13D
amends the Schedule 13D initially filed on
September 30, 1997 (collectively, with all
amendments thereto, the "Schedule 13D").
Item 3. Source and Amount of Funds and Other
Consideration.
Item 3 of the Schedule 13D is amended and
supplemented as follows:
The net investment cost (including commissions)
for the 325,511 Shares acquired by CHF since the
filing of the prior Schedule 13D is zero. Such Shares
were acquired by CHF as part of a pro-rata distribution in
kind by Capital Pacific Housing, LLC to its members.
As such, no consideration was paid by CHF.
Item 4. Purpose of the Transaction.
The first paragraph of Item 4 of the Schedule
13D is amended and restated in its entirety as follows:
The Shares, other than the Shares received from
CPHLLC as part of its pro-rata distribution to members,
were acquired as an investment in the Company
made in conjunction with the restructuring of the
Company and its subsidiaries as described below
(the "Transaction"). The Shares received from
CPHLLC (as part of a pro-rata distribution of
Shares made by CPHLLC to its members) were
acquired in the ordinary course of business and
are being held for investment. 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.
In addition,
PAGE
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no Reporting Person has made a
determination whether or how it may exercise its rights under
the "tag-along" or "buy-sell" provisions discussed below.
Item 5. Interest in Securities of the Issuer.
A. California Housing Finance, L.P.
(a), (b) The information set forth in
Rows 7, 8, 9, 10, 11 and 13 of the cover page hereto for
CHF 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 14,305,511 Shares outstanding (calculated based
upon the 14,995,000 Shares outstanding as of
September 30, 1997 as reported by the Company in
its Form 10Q for the period ended August 31, 1997
minus the 689,489 Shares distributed to the Company
on November 24, 1997 by Capital Pacific Housing, LLC
("CPHLLC") as part of a pro-rata distribution
in kind to its members).
(c) The trading dates, number of Shares
transferred and the price per Share for all
transactions of the Shares since the filing of the
prior Schedule 13D are set forth on Schedule A hereto
and are incorporated herein by reference. All of such
transactions were pro-rata distributions in kind from
CPHLLC to its members, including CHF. All
of such distributed Shares were purchased by CPHLLC
on or about November 14, 1997 in
a privately-negotiated transaction. For further information
regarding the Share acquisition by CPHLLC, see the Schedule
13D filed on November 13, 1997 by CPHLLC with respect
to the Shares.
(d) CHFLLC, as general partner of CHF, has the power
to direct the affairs of CHF, including the disposition of the
proceeds of the sale of the Shares owned by CHF. FCMLLC,
as manager of CHFLLC, has the power to direct the affairs
of CHFLLC, including the disposition of the proceeds of the sale
of the Shares. Steyer is the senior managing member of FCMLLC,
and Boilini, Cohen, Downes, Fish, Fremder, Mellin, Millham and
Moore are managing members of FPLLC.
(e) Not applicable.
B. California Housing Finance, L.L.C.
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(a), (b) The information set forth in Rows 7, 8, 9, 10, 11
and 13 of the cover page hereto for CHFLLC is incorporated herein
by reference.
(c) None.
(d) FCMLLC, as manager of CHFLLC, has the power
to direct the affairs of CHFLLC, including the disposition of the
proceeds of the sale of the Shares. Steyer is the senior managing
member of
FCMLLC, and Boilini, Cohen, Downes, Fish, Fremder,
Mellin, Millham and Moore are managing members of FCMLLC.
(e) Not applicable.
C. 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) None.
(d) Steyer is the senior managing member of
FCMLLC and Boilini, Cohen, Downes, Fish, Fremder,
Mellin, Millham and Moore are managing members of FPLLC.
(e) Not applicable.
D. 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) Boilini is a managing member of FCMLLC.
(e) Not applicable.
E. David I. Cohen
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(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) Cohen is a managing member of FCMLLC.
(e) Not applicable.
F. 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) Downes is a managing member of FCMLLC.
(e) Not applicable.
G. 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) Fish is a managing member of FCMLLC.
(e) Not applicable.
H. 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) Fremder is a managing member of FCMLLC.
(e) Not applicable.
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I. 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) Mellin is a managing member of FCMLLC.
(e) Not applicable.
J. 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) Millham is a managing member of FCMLLC.
(e) Not applicable.
K. 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) Moore is a managing member of FCMLLC.
(e) Not applicable.
L. 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) Steyer is the senior managing member of FCMLLC.
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(e) Not applicable.
The Shares reported hereby for
CHF are owned directly by it. CHFLLC, as general
partner of CHF, may be deemed to be the beneficial
owner of all Shares owned by CHF. FCMLLC, as
manager of CHFLLC, may be deemed to be the
beneficial owner of all Shares owned by CHF.
Each of Boilini, Cohen, Downes, Fish, Fremder,
Mellin,
Millham, Moore and Steyer may be deemed,
as managing members of FCMLLC, to be the beneficial
owner of all Shares owned by CHF. Each of CHFLLC,
FCMLLC, Boilini, Cohen, Downes, Fish, Fremder,
Mellin, Millham, Moore and Steyer hereby disclaim
any beneficial ownership of any such Shares.
PAGE
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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: December 4 , 1997
CALIFORNIA HOUSING FINANCE, L.P.
By: California Housing Finance, L.L.C.,
its General Partner
By: Farallon Capital Management, L.L.C.
its Manager
/s/ Thomas F. Steyer
by: Thomas F. Steyer,
Senior Managing Member
CALIFORNIA HOUSING FINANCE, L.L.C.
By: Farallon Capital Management, L.L.C.
its Manager
/s/Thomas F. Steyer
by: Thomas F. Steyer,
Senior Managing Member
FARALLON CAPITAL MANAGEMENT, L.L.C.
/s/Thomas F. Steyer
by: Thomas F. Steyer
Senior Managing Member
PAGE
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(Continued from previous page)
/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,
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, Fish, Fremder, Mellin, Millham and Moore authorizing
Steyer to sign and file this Schedule 13D on each such 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.
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SCHEDULE A
CALIFORNIA HOUSING FINANCE, L.P.
TRANSACTION NO. OF SHARES PRICE
DATE RECEIVED PER SHARE
(Including
commission)
11/24/97 325,511 N/A<1>
<1> On November 24, 1997, CPHLLC issued
to CHF, as
part of a pro-rata distribution in kind to its members,
325,511 Shares. All of such distributed Shares
were purchased
by CPHLLC on or about November 14, 1997 in a
privately-negotiated transaction. For further
information
regarding the Share acquisition by CPHLLC,
see the Schedule
13D filed on November 13, 1997 by CPHLLC with respect
to the Shares.
<PAGE>
