<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Highlands Insurance Group, Inc.
(Name of Issuer)
Common Stock, Par Value $0.01
(Title of Class of Securities)
431032101
(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)
July 10, 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 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>
<PAGE>
SCHEDULE 13D
CUSIP No. 431032101 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 231,900
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
231,900
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
231,900
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
1.8%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP No. 431032101 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 307,500
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
307,500
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
307,500
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
2.3%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP No. 431032101 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 331,007
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
331,007
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
331,007
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>
<PAGE>
SCHEDULE 13D
CUSIP No. 431032101 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 870,407
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
870,407
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
870,407
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
6.6%
14 TYPE OF REPORTING PERSON*
OO;IA
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP No. 431032101 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 608,207
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
608,207
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
608,207
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
4.6%
14 TYPE OF REPORTING PERSON*
CO;IA
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP No. 431032101 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
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 1,147,607
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
1,147,607
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,147,607
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
8.8%
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP No. 431032101 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
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 1,147,607
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
1,147,607
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,147,607
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
8.8%
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP No. 431032101 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
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 1,147,607
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
1,147,607
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,147,607
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
8.8%
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
<PAGE>
Item 1. Security and Issuer. Page 10 of 26 Pages
- ------ -------------------
This statement relates to the Common Stock, par value $0.01 per
share (the "Common Stock"), issued by Highlands Insurance Group, Inc., a
Delaware corporation (the "Company"), whose principal executive offices are at
10,370 Richmond Avenue, Houston, Texas 77042.
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) 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
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
<PAGE>
<PAGE>
Page 11 of 26 Pages
(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
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 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,
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.
<PAGE>
<PAGE>
Page 12 of 26 Pages
(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.
(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.
<PAGE>
<PAGE>
Page 13 of 26 Pages
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 net investment cost (including commissions) is (i) $4,860,539
for the 231,900 shares of Common Stock held by Brahman II; (ii) $6,453,700 for
the 307,500 shares of Common Stock held by Brahman Institutional; (iii)
$6,932,592 for the 331,007 shares of Common Stock held by BY Partners; (iv)
$2,178,434 for the 103,900 shares of Common Stock held by Brahman Capital for
the account of Brahman Offshore; and (v) $3,626,381 for the 173,300 shares of
Common Stock held by Brahman Capital for the account of Quasar. 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
formulate plans or proposals with respect to any of such matters, but have no
<PAGE>
<PAGE>
Page 14 of 26 Pages
present intention of doing so.
Item 5. Interest in Securities of the Issuer.
- ------ -------------------------------------
(a) As of the close of business on July 10, 1997, (i) Brahman II
owns beneficially 231,900 shares of Common Stock, constituting approximately
1.8% of the shares outstanding; (ii) Brahman Institutional owns beneficially
307,500 shares of Common Stock, constituting approximately 2.3% of the shares
outstanding; (iii) BY Partners owns beneficially 331,007 shares of Common
Stock, constituting approximately 2.5% of the shares outstanding; (iv) Brahman
Management owns beneficially 870,407 shares of Common Stock, constituting
approximately 6.6% 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
608,207 shares of Common Stock, constituting approximately 4.6% of the shares
outstanding (such amounts are inclusive of the 173,300 shares held for the
discretionary account that Brahman Capital manages for Quasar, 103,900 shares
held for the discretionary account that Brahman Capital manages for Brahman
Offshore, and 331,007 shares held by BY Partners); and (vi) each of Messrs.
Hochfelder, Sobel and Kuflik own beneficially 1,147,607 shares of Common
Stock, constituting approximately 8.8% 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 1,147,607 shares, constituting approximately 8.8%
of the shares outstanding. The percentages used herein are calculated based
<PAGE>
<PAGE>
Page 15 of 26 Pages
upon the 13,108,321 shares of Common Stock which the Company has advised the
Reporting Persons are issued and outstanding as of July 15, 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
Quasar 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
power to direct the receipt of dividends from or the proceeds of sale of such
shares of Common Stock.
(e) Not applicable.
<PAGE>
<PAGE>
Page 16 of 26 Pages
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>
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: July 21, 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>
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>
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)
- ------------------------------------------------------------------------------
7/7/97 14,400 19.375
7/10/97 217,000 21.000
7/10/97 500 21.250
<PAGE>
<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)
- ------------------------------------------------------------------------------
7/7/97 13,800 19.375
7/10/97 293,000 21.000
7/10/97 700 21.250
<PAGE>
<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)
- ------------------------------------------------------------------------------
7/7/97 15,600 19.375
7/10/97 314,707 21.000
7/10/97 700 21.250
<PAGE>
<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)
- ------------------------------------------------------------------------------
7/7/97 6,000 19.375
7/10/97 97,700 21.000
7/10/97 200 21.250
<PAGE>
<PAGE>
Page 23 of 26 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)
- ------------------------------------------------------------------------------
7/7/97 10,200 19.375
7/10/97 162,700 21.000
7/10/97 400 21.250
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>
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: July 21, 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>
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
