SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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)
May 16, 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 26 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 413,400
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
413,400
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
413,400
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
1.7%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 385189105 Page 3 of 26 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 396,200
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
396,200
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
396,200
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
1.7%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 385189105 Page 4 of 26 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 447,900
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
447,900
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
447,900
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
1.9%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 385189105 Page 5 of 26 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 1,257,500
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
1,257,500
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,257,500
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
5.3%
14 TYPE OF REPORTING PERSON*
OO;IA
<PAGE>
SCHEDULE 13D
CUSIP No. 385189105 Page 6 of 26 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 913,200
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
913,200
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
913,200
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
3.8%
14 TYPE OF REPORTING PERSON*
CO;IA
<PAGE>
SCHEDULE 13D
CUSIP No. 385189105 Page 7 of 26 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 1,722,800
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
1,722,800
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,722,800
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
7.2%
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
SCHEDULE 13D
CUSIP No. 385189105 Page 8 of 26 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 1,722,800
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
1,722,800
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,722,800
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
7.2%
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
SCHEDULE 13D
CUSIP No. 385189105 Page 9 of 26 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 1,722,800
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
1,722,800
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,722,800
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
7.2%
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
Item 1. Security and Issuer. Page 10 of 26 Pages
- ------ -------------------
This statement relates 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.
Item 2. Identity and Background.
- ------ -----------------------
(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) Quota Fund, N.V., a Netherlands Antilles corporation
("Quota"), (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
sole stockholders 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 Quota and
Brahman Offshore) are
<PAGE>
Page 11 of 26 Pages
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 Hochfelder, Mitchell Kuflik and Robert
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 Quota, 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, 26th Floor, New
York, New York 10172; and (ii) each of Brahman Offshore and Quota
is c/o Citco, N.V. Kaya Flamboyan 9, Willemstad Curacao,
Netherlands Antilles.
<PAGE>
Page 12 of 26 Pages
(c) The present principal business of Brahman II, BY
Partners, Brahman Offshore, Brahman Institutional and Quota is
that of 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.
(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
<PAGE>
Page 13 of 26 Pages
Delaware limited partnership. Brahman Capital is a Delaware
corporation. Brahman Offshore is a Cayman Islands exempted
company limited by shares. Quota is a Netherlands Antilles
corporation.
Item 3. Source and Amount of Funds or Other Consideration.
- ------ -------------------------------------------------
The net investment cost (including commissions) is (i)
$3,787,321 for the 413,400 shares of Common Stock held by Brahman
II; (ii) $3,630,000 for the 396,200 shares of Common Stock held
by Brahman Institutional; (iii) $4,085,468 for the 447,900 shares
of Common Stock held by BY Partners; (iv) $1,579,419 for the
172,400 shares of Common Stock held by Brahman Capital for the
account of Brahman Offshore; and (v) $2,673,365 for the 292,900
shares of Common Stock held by Brahman Capital for the account of
Quota. In (i) through (v) above, the funds were furnished from
the investment capital of the respective entity. The shares
beneficially owned by the Reporting Persons are held in
commingled margin accounts maintained with Bear, Stearns & Co.
Inc.
Item 4. Purpose of Transaction.
- ------ ----------------------
The purpose of the acquisition of the shares of Common
Stock by each of the Reporting Persons is for investment. Each
Reporting Person may make further purchases of Common Stock from
time to time and may dispose of any or all of the shares of
Common Stock held by it at any time. Neither any Reporting
Person nor any of the persons identified in response to Item 2(a)
has any plan or proposal which relate to, or could result in, any
of the matters referred to in paragraphs (b) through (j),
inclusive, of Item 4 of Schedule 13D. Such entities and persons
may, at any time and from time to time, review or reconsider
their position with respect to the Company, and
<PAGE>
Page 14 of 26 Pages
formulate plans or proposals with respect to any of such matters,
but have no present intention of doing so.
Item 5. Interest in Securities of the Issuer.
- ------ -------------------------------------
(a) As of the close of business on May 22, 1997, (i)
Brahman II owns beneficially 413,400 shares of Common Stock,
constituting approximately 1.7% of the shares outstanding; (ii)
Brahman Institutional owns beneficially 396,200 shares of Common
Stock, constituting approximately 1.7% of the shares outstanding;
(iii) BY Partners owns beneficially 447,900 shares of Common
Stock, constituting approximately 1.9% of the shares outstanding;
(iv) Brahman Management owns beneficially 1,257,500 shares of
Common Stock, constituting approximately 5.3% 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
913,200 shares of Common Stock, constituting approximately 3.8%
of the shares outstanding (such amounts are inclusive of the
292,900 shares held for the discretionary account that Brahman
Capital manages for Quota, 172,400 shares held for the
discretionary account that Brahman Capital manages for Brahman
Offshore, and 447,900 shares held by BY Partners); and (vi) each
of Messrs. Hochfelder, Sobel and Kuflik own beneficially
1,722,800 shares of Common Stock, constituting approximately 7.2%
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 1,722,800 shares, constituting
approximately 7.2% of the
<PAGE>
Page 15 of 26 Pages
shares outstanding. The percentages used herein are calculated
based upon the 23,815,742 shares of Common Stock stated to be
issued and outstanding at May 12, 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 March 31,
1997.
(b) Brahman II, BY Partners and Brahman Institutional
each has the power to vote and to dispose of the shares of Common
Stock owned by it, which power may be exercised by Brahman
Management as the sole general partner of Brahman II, BY Partners
and Brahman Institutional. 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 Quota and Brahman Offshore. Pursuant to an
arrangement between Brahman Capital and Brahman Management, as
general partner of BY Partners, Brahman Capital has investment
responsibility with respect to securities held in the account of
BY Partners.
(c) The trading dates, number of shares purchased or
sold and price per share (excluding commissions) for all
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.
(d) No person other than each respective record owner
referred to herein of shares of Common Stock is known to have the
right to receive or the
<PAGE>
Page 16 of 26 Pages
power to direct the receipt of dividends from or the proceeds of
sale of such shares of Common Stock.
(e) Not applicable.
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 persons named in Item 2 hereof or between or
among such persons and any other person with respect to any
securities of the Company, including but not limited to transfer
or voting of any other securities, finder's fees, joint 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. Material to be Filed as Exhibits.
- ------ --------------------------------
1. There is filed herewith as Exhibit 1 a written
agreement relating to the filing of joint acquisition statements
as required by Rule 13d-l(f)(1) under the Securities Exchange Act
of 1934.
<PAGE>
Page 17 of 26 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: May 23, 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 18 of 26 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 19 of 26 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)
- ------------------------------------------------------------------------------
5/9/97 108,000 8.95060
5/12/97 46,600 9.10230
5/14/97 43,800 9.32200
5/15/97 21,300 9.23440
5/16/97 85,800 9.11540
5/19/97 107,900 9.12500
<PAGE>
Page 20 of 26 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)
- ------------------------------------------------------------------------------
5/9/97 103,500 8.95060
5/12/97 44,600 9.10230
5/14/97 41,900 9.32200
5/15/97 20,400 9.23440
5/16/97 82,300 9.11540
5/19/97 103,500 9.12500
<PAGE>
Page 21 of 26 Pages
Schedule A
BY Partners, L.P.
Transactions in the Common Stock
Date of Number of Price Per Share
Transaction Shares Purchased (excluding commissions)
- ------------------------------------------------------------------------------
5/9/97 117,000 8.95060
5/12/97 50,500 9.10230
5/14/97 47,400 9.32200
5/15/97 23,100 9.23440
5/16/97 92,800 9.11540
5/19/97 117,100 9.12500
<PAGE>
Page 22 of 26 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)
- ------------------------------------------------------------------------------
5/9/97 45,000 8.95060
5/12/97 19,500 9.10230
5/14/97 18,200 9.32200
5/15/97 8,900 9.23440
5/16/97 35,800 9.11540
5/19/97 45,000 9.12500
<PAGE>
Page 23 of 26 Pages
Schedule A
Brahman Capital Corp. for the account of
Quota Fund, N.V.
Transactions in the Common Stock
Date of Number of Price Per Share
Transaction Shares Purchased (excluding commissions)
- ------------------------------------------------------------------------------
5/9/97 76,500 8.95060
5/12/97 33,000 9.10230
5/14/97 31,000 9.32200
5/15/97 15,100 9.23440
5/16/97 60,800 9.11540
5/19/97 76,500 9.12500
Page 24 of 26 Pages
EXHIBIT 1
JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13d-1(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 amendments 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 or it contained therein, but shall not be
responsible for the completeness and accuracy of the information
<PAGE>
Page 25 of 26 Pages
concerning the other, except to the extent that he or it knows or
has reason to believe that such information is inaccurate.
Dated: May 23, 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
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Page 26 of 26 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
