SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Grancare, Inc.
(Name of Issuer)
Common Stock, Par Value $0.001
(Title of Class of Securities)
385189105
(CUSIP Number)
Peter A. Hochfelder
c/o Brahman Management, L.L.C.
277 Park Avenue, 26th Floor
New York, New York 10172
(212) 941-1400
(Name, address and telephone number of person
authorized to receive notices and communications)
August 22, 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 [ ].
Check the following box if a fee is being paid with the statement [ ].
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom copies
are to be sent.
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not
be deemed to be "filed" for purposes of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes). <PAGE>
SCHEDULE 13D
CUSIP No. 385189105 Page 2 of 22 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Brahman Partners II, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [x]
GROUP* (b) [ ]
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 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 499,800
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
499,800
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
499,800
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
2.1%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 385189105 Page 3 of 22 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Brahman Institutional Partners, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [x]
GROUP* (b) [ ]
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 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 503,500
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
503,500
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
503,500
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
2.1%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 385189105 Page 4 of 22 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BY Partners, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [x]
GROUP* (b) [ ]
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 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 599,300
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
599,300
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
599,300
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
2.5%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 385189105 Page 5 of 22 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Brahman Management, L.L.C.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [x]
GROUP* (b) [ ]
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 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 1,602,600
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
1,602,600
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,602,600
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
6.7%
14 TYPE OF REPORTING PERSON*
OO;IA
<PAGE>
SCHEDULE 13D
CUSIP No. 385189105 Page 6 of 22 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Brahman Capital Corp.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [x]
GROUP* (b) [ ]
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 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 1,142,000
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
1,142,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,142,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
4.7%
14 TYPE OF REPORTING PERSON*
CO;IA
<PAGE>
SCHEDULE 13D
CUSIP No. 385189105 Page 7 of 22 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Peter A. Hochfelder
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [x]
GROUP* (b) [ ]
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 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 2,145,300
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
2,145,300
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
2,145,300
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
8.9%
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
SCHEDULE 13D
CUSIP No. 385189105 Page 8 of 22 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Robert J. Sobel
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [x]
GROUP* (b) [ ]
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 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 2,145,300
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
2,145,300
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
2,145,300
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
8.9%
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
SCHEDULE 13D
CUSIP No. 385189105 Page 9 of 22 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mitchell A. Kuflik
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [x]
GROUP* (b) [ ]
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 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 2,145,300
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
2,145,300
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
2,145,300
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
8.9%
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
Page 10 of 22 Pages
The Schedule 13D initially filed on May 23, 1997, by the signatories
hereto relating to the Common Stock, par value $.001 per share (the "Common
Stock"), issued by Grancare, Inc., a Delaware corporation (the "Company"),
whose principal executive offices are at One Ravinia Drive, Suite 1500,
Atlanta, Georgia 30346, is hereby amended by this Amendment No. 1 to the
Schedule 13D as follows:
Item 2. Identity and Background.
- ------ -------------------
Item 2 is hereby deleted and the following inserted in its place:
(a) This statement is filed by (i) Brahman Partners II, L.P., a
Delaware limited partnership ("Brahman II"), with respect to the shares of
Common Stock owned by it, (iii) Brahman Institutional Partners, L.P. ("Brahman
Institutional"), a Delaware limited partnership, with respect to the shares of
Common Stock owned by it, (iv) BY Partners, L.P. ("BY Partners") a Delaware
limited partnership, with respect to the shares of Common Stock owned by it;
(v) Brahman Management, L.L.C. ("Brahman Management"), a Delaware limited
liability company and the sole general partner of Brahman II, BY Partners and
Brahman Institutional, with respect to the shares of Common Stock owned by
Brahman II, BY Partners and Brahman Institutional, (vi) Brahman Capital Corp.,
a Delaware corporation ("Brahman Capital"), with respect to the shares of
Common Stock held for each of (A) Quasar International Partners, C.V., a
Netherlands Antilles limited partnership ("Quasar"), (B) BY Partners and (C)
Brahman Partners II Offshore, Ltd. ("Brahman Offshore"), a Cayman Islands
exempted company, and (vii) Peter A. Hochfelder, Robert J. Sobel and Mitchell
A. Kuflik, each a citizen of the United States, and together the executive
<PAGE>
Page 11 of 22 Pages
officers and directors of Brahman Capital and the sole members of Brahman
Management, with respect to shares of Common Stock subject to the control of
Brahman Capital and Brahman Management. The foregoing individuals and entities
(other than Quasar and Brahman Offshore) are hereinafter referred to
collectively as the "Reporting Persons". Any disclosures herein with respect
to persons other than the Reporting Persons are made on information and belief
after making inquiry to the appropriate party.
Brahman II, BY Partners and Brahman Institutional are each private
investment partnerships, the sole general partner of which is Brahman
Management. As the sole general partner of Brahman II, BY Partners and
Brahman Institutional, Brahman Management has the power to vote and dispose of
the shares of Common Stock owned by each of Brahman II, BY Partners and
Brahman Institutional and, accordingly, may be deemed the "beneficial owner"
of such shares. The managing members of Brahman Management are Peter A.
Hochfelder, Mitchell A. Kuflik and Robert J. Sobel.
Pursuant to investment advisory contracts (and, in the case of BY
Partners, pursuant to an arrangement between Brahman Management and Brahman
Capital), Brahman Capital currently has the power to vote and dispose of the
shares of Common Stock held for the account of each of Quasar, Brahman
Offshore and BY Partners and, accordingly, may be deemed the "beneficial
owner" of such shares. Messrs. Hochfelder, Sobel and Kuflik are the executive
officers and directors of Brahman Capital.
(b) The address of the principal business and principal office of
(i) Brahman II, Brahman Institutional, BY Partners, Brahman Management,
Brahman Capital and Messrs. Hochfelder, Kuflik and Sobel is 277 Park Avenue,
<PAGE>
Page 12 of 22 Pages
26th Floor, New York, New York 10172; and (ii) each of Brahman Offshore and
Quasar is c/o Citco, N.V. Kaya Flamboyan 9, Willemstad, Curacao, Netherlands
Antilles.
(c) The present principal business of Brahman II, BY Partners,
Brahman Offshore, Brahman Institutional and Quasar is that of a private
investment fund, engaging in the purchase and sale of securities for
investment for their own accounts. The present principal business of Brahman
Management is that of a private investment firm, engaging in the purchase and
sale of securities for investment on behalf of Brahman II, BY Partners and
Brahman Institutional. The present principal business of Brahman Capital is
that of a private investment firm, engaging in the purchase and sale of
securities for investment on behalf of discretionary accounts. The present
principal occupations of Messrs. Hochfelder, Sobel and Kuflik are directing
the activities of Brahman Management and Brahman Capital.
(d) None of the persons referred to in paragraph (a) above has,
during the last five years, been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) None of the persons referred to in paragraph (a) above has,
during the last five years, been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to,
Federal or state securities laws or finding any violation with respect to such
laws.
<PAGE>
Page 13 of 22 Pages
(f) Each of the individuals referred to in paragraph (a) above is a
United States citizen. Brahman Management is a Delaware limited liability
company. Each of Brahman II, BY Partners and Brahman Institutional is a
Delaware limited partnership. Brahman Capital is a Delaware corporation.
Brahman Offshore is a Cayman Islands exempted company limited by shares.
Quasar is a Netherlands Antilles limited partnership.
Item 3. Source and Amount of Funds or Other Consideration.
- ------ -------------------------------------------------
The first sentence of Item 3 is hereby deleted and the following
inserted in its place:
Since the initial Schedule 13D filing, (i) Brahman II purchased
86,400 shares of Common Stock at a net investment cost of $925,006 (including
commissions); (ii) Brahman Institutional purchased 107,300 shares of Common
Stock at a net investment cost of $1,139,483 (including commissions); (iii) BY
Partners purchased 151,400 shares of Common Stock at a net investment cost of
$1,621,002 (including commissions); (iv) Brahman Capital purchased 34,000
shares of Common Stock at a net investment cost of $360,063 (including
commissions) for the account of Brahman Offshore; and Brahman Capital
purchased 43,400 shares of Common Stock at a net investment cost of $454,308
(including commissions) for the account of Quasar.
Item 5. Interest in Securities of the Issuer.
- ------ -------------------------------------
Item 5(a) is hereby deleted and the following inserted in its place:
(a) As of the close of business on August 22, 1997, (i) Brahman II
owns beneficially 499,800 shares of Common Stock, constituting approximately
2.1% of the shares outstanding; (ii) Brahman Institutional owns beneficially
<PAGE>
Page 14 of 22 Pages
503,500 shares of Common Stock, constituting approximately 2.1% of the shares
outstanding; (iii) BY Partners owns beneficially 599,300 shares of Common
Stock, constituting approximately 2.5% of the shares outstanding; (iv) Brahman
Management owns beneficially 1,602,600 shares of Common Stock, constituting
approximately 6.7% of the shares outstanding (such amounts are inclusive of
the amounts reported by Brahman II, BY Partners and Brahman Institutional
pursuant to clauses (i)-(iii) herein); (v) Brahman Capital owns beneficially
1,142,000 shares of Common Stock, constituting approximately 4.7% of the
shares outstanding (such amounts are inclusive of the 336,300 shares held for
the discretionary account that Brahman Capital manages for Quasar, 206,400
shares held for the discretionary account that Brahman Capital manages for
Brahman Offshore, and 599,300 shares held by BY Partners); and (vi) each of
Messrs. Hochfelder, Sobel and Kuflik own beneficially 2,145,300 shares of
Common Stock, constituting approximately 8.9% of the shares outstanding.
Brahman Management, Brahman Capital and Messrs. Hochfelder, Sobel and Kuflik
own directly no shares of Common Stock. By reason of the provisions of Rule
13d-5(b)(1) under the Act, the Reporting Persons comprising the foregoing
group may be deemed to own 2,145,300 shares, constituting approximately 8.9%
of the shares outstanding. The percentages used herein are calculated based
upon the 24,088,697 shares of Common Stock stated to be issued and outstanding
at August 14, 1997, as reflected in the Company's quarterly report on Form 10-
Q filed with the Securities and Exchange Commission for the quarterly period
ended June 30, 1997.
<PAGE>
Page 15 of 22 Pages
The second sentence of Item 5(b) is hereby deleted and the
following is inserted in its place:
Brahman Capital is party to investment management contracts
pursuant to which Brahman Capital has investment responsibility with respect
to securities held for the accounts of Quasar and Brahman Offshore.
Item 5(c) is hereby amended to add the following:
The trading dates, number of shares purchased or sold and price per
share (excluding commissions) for all other transactions by the Reporting
Persons during the past 60 days are set forth in Schedule A hereto. All such
transactions were open market transactions and were effected on the New York
Stock Exchange. No other transactions were effected by any of the persons
named in response to item 5(a) above during such period.
<PAGE>
Page 16 of 22 Pages
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: August 29, 1997
BRAHMAN PARTNERS II, L.P.
By: BRAHMAN MANAGEMENT, L.L.C.
By:/s/ Peter A. Hochfelder
Name: Peter A. Hochfelder
Title: Managing Member
BRAHMAN INSTITUTIONAL PARTNERS, L.P.
By: BRAHMAN MANAGEMENT, L.L.C.
By:/s/ Peter A. Hochfelder
Name: Peter A. Hochfelder
Title: Managing Member
BY PARTNERS, L.P.
By: BRAHMAN MANAGEMENT, L.L.C.
By:/s/ Peter A. Hochfelder
Name: Peter A. Hochfelder
Title: Managing Member
BRAHMAN MANAGEMENT, L.L.C.
By:/s/ Peter A. Hochfelder
Name: Peter A. Hochfelder
Title: Managing Member
<PAGE>
Page 17 of 22 Pages
BRAHMAN CAPITAL CORP.
By:/s/ Peter A. Hochfelder
Name: Peter A. Hochfelder
Title: President
/s/ Peter A. Hochfelder
Peter A. Hochfelder
/s/ Robert J. Sobel
Robert J. Sobel
/s/ Mitchell A. Kuflik
Mitchell A. Kuflik
<PAGE>
Page 18 of 22 Pages
Schedule A
Brahman Partners II, L.P.
Transactions in the Common Stock
Date of Number of Price Per Share
Transaction Shares Purchased (excluding commissions)
- ------------------------------------------------------------------------------
7/29/97 10,000 11.50000
8/8/97 12,000 11.37500
8/15/97 14,400 10.91229
8/22/97 50,000 10.22370
<PAGE>
Page 19 of 22 Pages
Schedule A
Brahman Institutional Partners, L.P.
Transactions in the Common Stock
Date of Number of Price Per Share
Transaction Shares Purchased (excluding commissions)
- ------------------------------------------------------------------------------
8/8/97 15,600 11.37500
8/15/97 16,800 10.91229
8/18/97 10,000 10.87500
8/22/97 64,900 10.22370
<PAGE>
Page 20 of 22 Pages
Schedule A
BY Partners, L.P.
Transactions in the Common Stock
Date of Number of Price Per Share
Transaction Shares Purchased (excluding commissions)
- ------------------------------------------------------------------------------
7/28/97 35,500 11.21318
8/8/97 18,600 11.37500
8/15/97 19,700 10.91229
8/22/97 77,600 10.22370
<PAGE>
Page 21 of 22 Pages
Schedule A
Brahman Capital Corp. for the account of
Brahman Partners II Offshore, Ltd.
Transactions in the Common Stock
Date of Number of Price Per Share
Transaction Shares Purchased (excluding commissions)
- ------------------------------------------------------------------------------
8/8/97 5,400 11.37500
8/15/97 6,100 10.91229
8/22/97 22,500 10.22370
<PAGE>
Page 22 of 22 Pages
Schedule A
Brahman Capital Corp. for the account of
Quasar International Partners C.V.
Transactions in the Common Stock
Date of Number of Price Per Share
Transaction Shares Purchased (excluding commissions)
- ------------------------------------------------------------------------------
8/8/97 8,400 11.37500
8/22/97 35,000 10.22370
