UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
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 5, 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*
WC, AF, OO
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
2,484,340
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
2,484,340
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
2,484,340
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
16.6%
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*
WC, 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
2,484,340
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
2,484,340
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
2,484,340
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
16.6%
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*
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
2,484,340
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
2,484,340
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
2,484,340
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
16.6%
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*
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
Argentina
Number of Shares Beneficially Owned By Each
Reporting Person With
7 Sole Voting Power
-0-
8 Shared Voting Power
2,484,340
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
2,484,340
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
2,484,340
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
16.6%
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*
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
South Africa
Number of Shares Beneficially Owned By Each
Reporting Person With
7 Sole Voting Power
-0-
8 Shared Voting Power
2,484,340
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
2,484,340
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
2,484,340
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
16.6%
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*
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
2,484,340
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
2,484,340
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
2,484,340
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
16.6%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
<PAGE>
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*
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
2,484,340
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
2,484,340
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
2,484,340
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
16.6%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
<PAGE>
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*
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
2,484,340
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
2,484,340
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
2,484,340
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
16.6%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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<PAGE>
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*
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
2,484,340
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
2,484,340
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
2,484,340
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
16.6%
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*
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
2,484,340
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
2,484,340
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
2,484,340
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
16.6%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
<PAGE>
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*
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
2,484,340
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
2,484,340
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
2,484,340
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
16.6%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
<PAGE>
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*
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
2,484,340
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
2,484,340
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
2,484,340
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
16.6%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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<PAGE>
This Amendment No. 3 to Schedule 13D
amends the Schedule 13D initially filed on
September 30, 1997 (collectively, with all
amendments thereto, the "Schedule 13D").
Item 2. Identity and Background.
Item 2 of the Schedule 13D is amended and restated
in its entirety as follows:
(a) This statement is filed by: (i) California
Housing Finance, L.P., a Delaware limited
partnership ("CHF"), with respect to the Shares
held by it; (ii) California Housing Finance, L.L.C.,
a Delaware limited liability company ("CHFLLC"),
with respect to the Shares held by CHF; (iii)
Farallon Capital Management, L.L.C., a Delaware
limited liability company ("FCMLLC"), with respect
to the Shares held by CHF; and (iv) 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 CHF (CHF, CHFLLC, FCMLLC, Boilini, Cohen, Downes,
Fish, Fremder, Mellin, Millham, Moore and Steyer shall
collectively be referred to hereafter as the "Reporting
Persons").
As stated above, CHF is a Delaware limited partnership.
Its general partner is CHFLLC and its limited partners are
Farallon Capital Partners, L.P., a California limited partnership
("FCP"), a discretionary account managed by FCMLLC (the
"Managed Account"), RR Capital Partners, L.P., a Delaware
limited partnership ("RR") and Farallon Special Situation
Partners, L.P., a Delaware limited partnership ("FSSP").
As stated above, CHFLLC is a Delaware limited liability
company. Its manager is FCMLLC. The members of CHFLLC
are FCP, the Managed Account, RR and FSSP.
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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.
The name, address, principal business, state of
organization, executive officers, directors and
controlling persons of CHF, CHFLLC, FCMLLC are set forth on
Annex 1 hereto.
(b) The address of the principal business and
principal office of CHF, CHFLLC and FCMLLC
is One Maritime Plaza, Suite 1325, San Francisco,
California 94111.
(c) The principal business of CHF is to invest in
and engage in certain financial transactions with the
Company and its affiliates. The principal business
of CHFLLC is to act as the general partner of CHF.
The principal business of FCMLLC is that of a registered
investment adviser. FCMLLC also acts as the manager
of CHFLLC.
(d) None of CHF, CHFLLC, FCMLLC
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 CHF, CHFLLC, FCMLLC
or any of the persons listed on Annex 1 hereto
has, during the last five years, been party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction and, as a result of such proceeding, was, or
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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 4. Purpose of the Transaction.
Item 4 of the Schedule 13D is amended and restated in its
entirety as follows:
The Shares 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"). 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.
The Reporting Persons have been informed that CHF may
receive in the near future an additional 325,511 Shares
(approximately 2.2% of the Shares currently outstanding)
as part of a contemplated, pro-rata distribution-in-kind to
be undertaken by Capital Pacific Holdings, LLC ("CPHLLC")
in conjunction with CPHLLC's acquisition of certain Shares
pursuant to a private transaction scheduled to be consummated
on or about November 14, 1997. The distribution is subject to
approval by the members of CPHLLC. 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. In addition, 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.
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The Transaction consists of the following: (i) the Company
and its subsidiaries have contributed substantially all of their
assets and liabilities to a newly-formed limited liability
company (the "New LLC") which is wholly-owned by the Company and
its subsidiaries and (ii) immediately after such contribution,
and simultaneously with the acquisition of the Shares by CHF, CHF
has contributed $30 million to the New LLC in exchange for 32.07%
of the equity interests in the New LLC. The Company and its
subsidiaries have retained the remaining 67.93% of the equity
interests of the New LLC and the Company is the sole manager
of the New LLC. In addition, as part of the Transaction, the
operations of the Company are being restructured such that the
present business of the Company will be conducted through the
New LLC and future business of the Company will, unless CHF
otherwise consents, be conducted through one or more separate
limited liability companies or limited partnerships which will be
established for such purpose.
In connection with the Transaction, CHF, the Company, the
New LLC and two of the Company's stockholders (namely, CPH2, LLC
and CPH3, LLC) (the "Stockholders") have entered into several
agreements relating to the Shares in addition to the Investment
and Stockholder Agreement, which agreements are detailed below.
CHF, the Company, the New LLC and the Stockholders have
entered into the Investment and Stockholder Agreement. Pursuant
to Section 6.05 of the Investment and Stockholder Agreement, CHF
is granted several minority protections with respect to
the Company which gives CHF the right to prevent certain
transactions and actions by the Company, including the ability to
veto the annual business plan of the Company. For a complete
description of such protections see Section 6.05 of Exhibit B to
the Schedule 13D filed by the Reporting Persons on September 30,
1997. (Section 6.05(2)). These minority
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protections are intended to protect CHF's investment
in the Company and the New LLC. CHF
intends to use such minority protections to maximize and protect
the value ofCHF's investment in the Company and the New LLC.
The Investment and Stockholder Agreement also contains in
Section 7.03 a "buy-sell" arrangement pursuant to which, from and
after the date which is 36 months after the date of consummation
of the Transaction, either CHF or the Stockholders may make an
offer to buy all of the other party's shares of Company stock and
interests in the New LLC, or sell all of their shares of Company
stock and interests in the New LLC to the
other party, at an offer price. The party receiving such offer
has the right either to buy the other party's shares of
Company stock and interests in the New LLC, or
to sell their shares of Company stock and
interests in the New LLC to the offering party, at the offer
price. If CHF were to buy the Stockholders' shares of Company
stock pursuant to such arrangement, it would own more than 50% of
the outstanding shares of the Company at that time.
Section 7.01 of the Investment and Stockholder Agreement
provides a "tag-along" right of CHF and the Stockholders. This
provision provides that if CHF or the Stockholders wish to sell
any of their shares of Company stock to a third party, the non-
selling party has the right to sell a pro rata portion of their
shares of Company stock to such third party on the same terms and
conditions.
Section 7.02 of the Investment and Stockholder Agreement
provides that if at any time either (a) CHF or any of its
affiliates acquires any shares of Company stock, CHF will offer
to purchase twice as many shares from the Stockholders for the
same price, or
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(b) any of the Stockholders acquires any shares of
Company stock, the Stockholders will offer to purchase twice as
many shares from CHF for the same price.
CHF and the Company have also entered into a Registration
Rights Agreement substantially in the form attached as Exhibit A
to the Schedule 13D filed by the Reporting Persons on
October 10, 1997 (the "Registration Rights Agreement") pursuant
to which the Company has agreed, upon the request of CHF, to
publicly register the Shares held by CHF under the Securities
Act of 1933, as amended.
In order to maximize and protect the value of CHF's
investment in the Company and the New LLC and to exercise its
minority protections and other rights, the Reporting Persons
intend to engage in communications from time to time with one or
more shareholders of the Company, one or more officers of
the Company, one or more members of the
board of directors of the Company and/or potential investors in
the Company regarding the Company and its
affiliates and subsidiaries, including but not limited to their
operations and potential strategic acquisitions that could be
undertaken by the Company and/or its affiliates and subsidiaries.
The Reporting Persons may, in such communications, advocate a
particular course of action.
Except to the extent any of the foregoing may be deemed a
plan or proposal, none of the Reporting Persons has any plans or
proposals which relate to, or could result in, any of the matters
referred to in paragraphs (a) through (j), inclusive, of the
instructions to Item 4 of Schedule 13D. The Reporting Persons
may, at any time and from time to time, review or reconsider
their position and/or change their purpose and/or formulate plans
or proposals with respect thereto.
Item 5. Interest in Securities of the Issuer.
PAGE
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Section A of Item 5 of the Schedule 13D is
amended and restated in its entirety as follows:
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 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.
(c) There have been no transacstions in the Shares since
the filing of the prior Schedule 13D.
(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.
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: November 15, 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.
PAGE
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ANNEX 1
Set forth below with respect to CHF, CHFLLC and
FCMLLC 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 is the following: (a) name;
(b) business address; (c) principal occupation; and
(d) citizenship.
1. California Housing Finance, L.P.
(a) c/o Farallon Capital Management, L.L.C.
One Maritime Plaza, Suite 1325
San Francisco, CA 94111
(b) Invests and engages in certain financial
transactions with the Company and its affiliates
(c) Delaware limited partnership
(d) General Partner: CHFLLC
2. California Housing Finance, L.L.C.
(a) c/o Farallon Capital Management, L.L.C.
One Maritime Plaza, Suite 1325
San Francisco, CA 94111
(b) Acts as General Partner of CHF
(c) Delaware limited liability company
(d) Manager: FCMLLC
3. (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. Also acts as manager of
CHFLLC.
(d) Delaware limited liability company
(e) Managing Members: Thomas F. Steyer, Se-
nior Managing Member; 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, Managing
Members.
4. (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
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5. (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
6. (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
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
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(c) Managing Member of Farallon Partners,
L.L.C.; Managing Member of Farallon Capi-
tal Management, L.L.C.
(d) United States Citizen
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
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