UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Noel Group, Inc. (NOEL)
(Name of Issuer)
Common Stock, par value $.10 per share
(Title of Class of Securities)
CUSIP No. 655260107
(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)
December 19, 1996
(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 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).
PAGE
<PAGE>
SCHEDULE 13D
CUSIP NO. 655260107
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Farallon Capital Partners, 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, 00
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization
California
Number of Shares Beneficially Owned By Each
Reporting Person With
7 Sole Voting Power
-0-
8 Shared Voting Power
355,400
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
355,400
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
355,400
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
1.8%
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP NO. 655260107
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Farallon Capital Institutional Partners, 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
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization
California
Number of Shares Beneficially Owned By Each
Reporting Person With
7 Sole Voting Power
-0-
8 Shared Voting Power
404,100
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
404,100
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
404,100
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
2.0%
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP NO. 655260107
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Farallon Capital Institutional Partners II, 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
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization
California
Number of Shares Beneficially Owned By Each
Reporting Person With
7 Sole Voting Power
-0-
8 Shared Voting Power
67,700
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
67,700
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
67,700
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
0.3%
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP NO. 655260107
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Tinicum Partners, 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, 00
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization
New York
Number of Shares Beneficially Owned By Each
Reporting Person With
7 Sole Voting Power
-0-
8 Shared Voting Power
66,700
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
66,700
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
66,700
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
0.3%
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP NO. 655260107
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*
00
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
124,600
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
124,600
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
124,600
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
0.6%
14 Type of Reporting Person*
IA, 00
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP NO. 655260107
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Farallon Partners, 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
893,900
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
893,900
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
893,900
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
4.4%
14 Type of Reporting Person*
00
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
<PAGE>
SCHEDULE 13D
CUSIP NO. 655260107
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, 00
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
1,018,500
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
1,018,500
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
1,018,500
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
5.0%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP NO. 655260107
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, 00
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
1,018,500
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
1,018,500
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
1,018,500
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
5.0%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP NO. 655260107
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, 00
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
1,018,500
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
1,018,500
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
1,018,500
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
5.0%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
<PAGE>
SCHEDULE 13D
CUSIP NO. 655260107
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Fleur E. Fairman
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
893,900
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
893,900
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
893,900
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
4.4%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP NO. 655260107
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, 00
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
1,018,500
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
1,018,500
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
1,018,500
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
5.0%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
<PAGE>
SCHEDULE 13D
CUSIP NO. 655260107
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, 00
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
1,018,500
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
1,018,500
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
1,018,500
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
5.0%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
<PAGE>
SCHEDULE 13D
CUSIP NO. 655260107
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, 00
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
1,018,500
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
1,018,500
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
1,018,500
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
5.0%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP NO. 655260107
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, 00
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
1,018,500
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
1,018,500
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
1,018,500
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
5.0%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP NO. 655260107
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, 00
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
1,018,500
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
1,018,500
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
1,018,500
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
5.0%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
<PAGE>
SCHEDULE 13D
CUSIP NO. 655260107
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, 00
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
1,018,500
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
1,018,500
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
1,018,500
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
5.0%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
<PAGE>
This statement relates to shares of Common Stock,
par value $0.10 per share (the "Shares"), of Noel Group,
Inc. (the "Company"). The Company's principal offices
are located at 667 Madison Avenue, New York, New York
10021.
Item 2. Identity and Background
(a) This statement is filed by: (i) Farallon
Capital Partners, L.P., a California limited partnership
("FCP"), with respect to the Shares held by it; (ii)
Farallon Capital Institutional Partners, L.P., a Califor-
nia limited partnership ("FCIP"), with respect to the
Shares held by it; (iii) Farallon Capital Institutional
Partners II, L.P., a California limited partnership
("FCIP II"), with respect to the Shares held by it; (iv)
Tinicum Partners, L.P., a New York limited partnership
("Tinicum" and, together with FCP, FCIP and FCIP II, the
"Partnerships"), with respect to the Shares held by it;
(v) Farallon Capital Management, L.L.C., a Delaware
limited liability company ("FCMLLC"), with respect to the
Shares held by Farallon Capital Offshore Investors, Inc.,
a British Virgin Islands corporation ("Offshore") and
certain other accounts managed by FCMLLC (together with
Offshore, the "Managed Accounts"); (vi) Farallon
Partners, L.L.C., a Delaware limited liability company
("FPLLC") with respect to the Shares held by each of the
entities named in (i) through (iv) above; (vii) 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 each of the entities named
in (i) through (v) above; (viii) Fleur E. Fairman
("Fairman") with respect to the Shares held by each of
the entities named in (i) through (iv) above. (FCP,
FCIP, FCIP II, Tinicum, FCMLLC, FPLLC, Boilini, Cohen,
<PAGE>
<PAGE>
Downes, Fairman, Fish, Fremder, Mellin, Millham, Moore
and Steyer shall collectively be referred to hereafter as
the "Reporting Persons".)
The name, address, principal business, state of
incorporation, executive officers, directors and
controlling persons of FCMLLC and FPLLC, are set forth on
Annex 1 hereto. The ownership of the Shares reported
hereby for FCP, FCIP, FCIP II, Tinicum and the Managed
Accounts are owned directly by such entities. Each of
Boilini, Cohen, Downes, Fish, Fremder, Mellin, Millham,
Moore and Steyer may be deemed, as managing members of
FPLLC and FCMLLC, to be the beneficial owners of all such
Shares, each of FPLLC and Fairman, as a managing member
of FPLLC, may be deemed to be the beneficial owners of
all such Shares other than the Shares owned by the
Managed Accounts, and FCMLLC may be deemed to be the
beneficial owner of all such Shares owned by the Managed
Accounts. Each of FCMLLC, FPLLC, Boilini, Cohen, Downes,
Fairman, Fish, Fremder, Mellin, Millham, Moore and Steyer
hereby disclaim any beneficial ownership of any such
Shares.
(b) The address of the principal business and
principal office of (i) the Partnerships, FCMLLC and
FPLLC is One Maritime Plaza, Suite 1325, San Francisco,
California 94111, and (ii) Offshore is CITCO Building,
Wickhams Cay, P.O. Box 662, Road Town, Tortola, British
Virgin Islands.
(c) The principal business of each of the
Partnerships and Offshore is that of a private investment
fund engaging in the purchase and sale of investments for
its own account. The principal business of FPLLC is to
act as general partner (the "General Partner") of the
Partnerships. The principal business of FCMLLC is that
of a registered investment adviser.
<PAGE>
<PAGE>
(d) None of the Partnerships, FCMLLC, FPLLC,
Offshore 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 the Partnerships, FCMLLC, FPLLC,
Offshore 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 proceed
ing, 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.
Item 3. Source and Amount of Funds and Other Consider-
ation.
The net investment cost (including commissions) is
$2,921,704 for the 355,400 Shares held by FCP, $3,320,017
for the 404,100 Shares held by FCIP, $556,585 for the
67,700 Shares held by FCIP II, $548,369 for the 66,700
Shares held by Tinicum and $1,015,436 for the 124,600
Shares held by the Managed Accounts.
The consideration for such acquisitions was obtained
as follows: (i) with respect to FCIP and FCIP II, from
working capital; (ii) with respect to the Managed
Accounts, from working capital and/or from borrowings
pursuant to margin accounts maintained by some of the
Managed Accounts at Goldman Sachs & Co.; and (iii) with
respect to FCP and Tinicum, from working capital, from
borrowings pursuant to margin accounts maintained by FCP
and Tinicum at Goldman Sachs & Co. and/or from borrowings
pursuant to separate revolving credit agreements (the
"Credit Agreements") entered into by each of FCP and
Tinicum with ING (U.S.) Capital Corporation ("ING").
FCP, Tinicum and some of the Managed Accounts hold
certain securities in their respective margin accounts at
Goldman Sachs & Co., and the accounts may from time
PAGE
<PAGE>
to time have debit balances. Currently, the interest
rate charged on such margin accounts is the broker call
rate plus 0.5% per annum. The interest rates charged
pursuant to the Credit Agreements are the ING Base Rate
plus 1.5% and/or LIBO plus a spread ranging from 1.875%-
2.25% depending upon the amount of borrowings currently
outstanding under the relevant Credit Agreement.
It is not possible to determine the amount of
borrowings, if any, used to acquire the Shares.
Item 4. Purpose of the Transaction.
The purpose of the acquisition of the Shares is for
investment, and the purchases of the Shares by each of
the Partnerships and the Managed Accounts were made in
the ordinary course of business and were not made for the
purpose of acquiring control of the Company. Each may
make further purchases of Shares from time to time and
may dispose of any or all of the Shares held by it at any
time. None of the Partnerships nor the Managed Accounts
has any plans or proposals 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 item and from time
to time, review or reconsider their position and formu-
late plans or proposals with respect thereto, but have no
present intention of doing so.
Item 5. Interest in Securities of the Issuer.
A. Farallon Capital Partners, L.P.
(a),(b) The information set forth in
Rows 7, 8, 9, 10, 11 and 13 of the cover page hereto for
FCP 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 20,187,705 Shares reported by the Company to be
outstanding in the Company's
PAGE
<PAGE>
Preliminary Proxy Statement dated November 27, 1996.
(c) The trading dates, number of Shares
purchased or sold and the price per Share for all
transactions in the Shares in the past 60 days are set
forth on Schedule A hereto and are incorporated herein by
reference. All of such transactions were open-market
transactions.
(d) FPLLC as the General Partner has the
power to direct the affairs of FCP, including decisions
regarding the disposition of the proceeds from the sale
of the Shares. Mr. Steyer is the senior managing member
of FPLLC and Messrs. Boilini, Cohen, Downes, Fish,
Fremder, Mellin and Millham and Mdmes. Fairman and Moore
are managing members of FPLLC.
(e) Not applicable.
B. Farallon Capital Institutional Partners, L.P.
(a),(b) The information set forth in Rows
7, 8, 9, 10, 11 and 13 of the cover page hereto for FCIP
is incorporated herein by reference.
(c) The trading dates, number of Shares
purchased or sold and the price per Share for all
transactions in the Shares in the past 60 days are set
forth on Schedule B hereto and are incorporated herein by
reference. All of such transactions were open-market
transactions.
(d) FPLLC as the General Partner has the
power to direct the affairs of FCIP, including the
disposition of the proceeds from the sale of the Shares.
Mr. Steyer is the senior managing member of FPLLC and
Messrs. Boilini, Cohen, Downes, Fish, Fremder, Mellin and
Millham and Mdmes. Fairman and Moore are managing members
of FPLLC.
(e) Not applicable.
C. Farallon Capital Institutional Partners II,
L.P.
(a),(b) The information set forth in Rows
7, 8, 9, 10, 11 and 13 of the cover page hereto for FCIP
II is incorporated herein by reference.
(c) The trading dates, number of Shares
purchased or sold and the price per Share for all
transactions in the Shares in the past 60
PAGE
<PAGE>
days are set forth on Schedule C hereto and are
incorporated herein by reference. All of such
transactions were open-market transactions.
(d) FPLLC as the General Partner has the
power to direct the affairs of FCIP II, including the
disposition of the proceeds from the sale of the Shares.
Mr. Steyer is the senior managing member of FPLLC and
Messrs. Boilini, Cohen, Downes, Fish, Fremder, Mellin and
Millham and Mdmes. Fairman and Moore are managing members
of FPLLC.
(e) Not applicable.
D. Tinicum Partners, L.P.
(a),(b) The information set forth in Rows 7,
8, 9, 10, 11 and 13 of the cover page hereto for Tinicum
is incorporated herein by reference.
(c) The trading dates, number of Shares
purchased or sold and the price per Share for all
transactions in the Shares in the past 60 days are set
forth on Schedule D hereto and are incorporated herein by
reference. All of such transactions were open-market
transactions.
(d) FPLLC as the General Partner has the
power to direct the affairs of Tinicum, including the
disposition of the proceeds from the sale of the Shares.
Mr. Steyer is the senior managing member of FPLLC and
Messrs. Boilini, Cohen, Downes, Fish, Fremder, Mellin and
Millham and Mdmes. Fairman and Moore are managing members
of FPLLC.
(e) Not applicable.
E. Farallon Capital Management, L.L.C.
(a),(b) The information set forth in Rows
7, 8, 9, 10, 11 and 13 of the cover page hereto for
FCMLLC is incorporated herein by reference.
(c) The trading dates, number of Shares
purchased or sold and the price per Share for all
transactions in the Shares by the Managed Accounts in the
past 60 days are set forth on Schedule E hereto and are
incorporated herein by reference. All of such transac-
tions were open-market transactions.
<PAGE>
<PAGE>
(d) FCMLLC, as an investment adviser, has
the power to direct the disposition of the proceeds from
the sale of the Shares held by the Managed Accounts. Mr.
Steyer is the senior managing member of FCMLLC, and
Messrs. Boilini, Cohen, Downes, Fish, Fremder, Millham,
and Mellin and Ms. Moore are managing members of FCMLLC.
(e) Not applicable.
F. Farallon Partners, L.L.C.
(a),(b) The information set forth in rows
7, 8, 9, 10, 11, and 13 of the cover page hereto for
FPLLC is incorporated herein by reference.
(c) None.
(d) FPLLC as the General Partner has the
power to direct the affairs of the Partnerships,
including the disposition of the proceeds of the sale of
the Shares. Mr. Steyer is the senior managing member of
FPLLC, and Messrs. Boilini, Cohen, Downes, Fish, Fremder,
Mellin and Millham and Mdmes. Fairman and Moore are
managing members of FPLLC.
(e) Not applicable.
G. Enrique H. Boilini
(a),(b) The information set forth in Rows
7, 8, 9, 10, 11 and 13 of the cover page hereto for
Boilini is incorporated herein by reference.
(c) None.
(d) FPLLC as the General Partner has the
power to direct the affairs of the Partnerships, includ-
ing the disposition of the proceeds from the sale of the
Shares. FCMLLC, as an investment adviser, has the power
to direct the disposition of the proceeds from the sale
of Shares held by the Managed Accounts. Mr. Boilini is
a managing member of FCMLLC and FPLLC.
(e) Not applicable.
H. David I. Cohen
<PAGE>
<PAGE>
(a),(b) The information set forth in Rows
7, 8, 9, 10, 11 and 13 of the cover page hereto for Cohen
is incorporated herein by reference.
(c) None.
(d) FPLLC as the General Partner has the
power to direct the affairs of the Partnerships, includ-
ing the disposition of the proceeds from the sale of the
Shares. FCMLLC, as an investment adviser, has the power
to direct the disposition of the proceeds from the sale
of Shares held by the Managed Accounts. Mr. Cohen is a
managing member of FCMLLC and FPLLC.
(e) Not applicable.
I. Joseph F. Downes
(a),(b) The information set forth in Rows
7, 8, 9, 10, 11 and 13 of the cover page hereto for
Downes is incorporated herein by reference.
(c) None.
(d) FPLLC as the General Partner has the
power to direct the affairs of the Partnerships, includ-
ing the disposition of the proceeds from the sale of the
Shares. FCMLLC, as an investment adviser, has the power
to direct the disposition of the proceeds from the sale
of Shares held by the Managed Accounts. Mr. Downes is a
managing member of FCMLLC and FPLLC.
(e) Not applicable.
J. Fleur E. Fairman
(a),(b) The information set forth in Rows
7, 8, 9, 10, 11 and 13 of the cover page hereto for
Fairman is incorporated herein by reference.
(c) None.
(d) FPLLC as the General Partner has the
power to direct the affairs of the Partnerships, includ-
ing the disposition of the proceeds from the sale of the
Shares. Ms. Fairman is a managing member of FPLLC.
(e) Not applicable.
<PAGE>
<PAGE>
K. Jason M. Fish
(a),(b) The information set forth in Rows
7, 8, 9, 10, 11 and 13 of the cover page hereto for Fish
is incorporated herein by reference.
(c) None.
(d) FPLLC as the General Partner has the
power to direct the affairs of the Partnerships, includ-
ing the disposition of the proceeds from the sale of the
Shares. FCMLLC, as an investment adviser, has the power
to direct the disposition of the proceeds from the sale
of Shares held by the Managed Accounts. Mr. Fish is a
managing member of FCMLLC and FPLLC.
(e) Not applicable.
L. Andrew B. Fremder
(a),(b) The information set forth in Rows
7, 8, 9, 10, 11 and 13 of the cover page hereto for
Fremder is incorporated herein by reference.
(c) None.
(d) FPLLC as the General Partner has the
power to direct the affairs of the Partnerships, includ-
ing the disposition of the proceeds from the sale of the
Shares. FCMLLC, as an investment adviser, has the power
to direct the disposition of the proceeds from the sale
of Shares held by the Managed Accounts. Mr. Fremder is
a managing member of FCMLLC
and FPLLC.
(e) Not applicable.
M. William F. Mellin
(a),(b) The information set forth in Rows
7, 8, 9, 10, 11 and 13 of the cover page hereto for
Mellin is incorporated herein by reference.
(c) None.
(d) FPLLC as the General Partner has the
power to direct the affairs of the Partnerships, includ-
ing the disposition of the proceeds from the sale of the
Shares. FCMLLC, as an investment adviser, has the power
to direct the disposition of the proceeds from the sale
PAGE
<PAGE>
of Shares held by the Managed Accounts. Mr. Mellin is a
managing member of FCMLLC and FPLLC.
(e) Not applicable.
N. Stephen L. Millham
(a),(b) The information set forth in Rows
7, 8, 9, 10, 11 and 13 of the cover page hereto for
Millham is incorporated herein by reference.
(c) None.
(d) FPLLC as the General Partner has the
power to direct the affairs of the Partnerships, includ-
ing the disposition of the proceeds from the sale of the
Shares. FCMLLC, as an investment adviser, has the power
to direct the disposition of the proceeds from the sale
of Shares held by the Managed Accounts. Mr. Millham is
a managing member of FCMLLC and FPLLC.
(e) Not applicable.
O. Meridee A. Moore
(a),(b) The information set forth in Rows
7, 8, 9, 10, 11 and 13 of the cover page hereto for Moore
is incorporated herein by reference.
(c) None.
(d) FPLLC as the General Partner has the
power to direct the affairs of the Partnerships, includ-
ing the disposition of the proceeds from the sale of the
Shares. FCMLLC, as an investment adviser, has the power
to direct the disposition of the proceeds from the sale
of Shares held by the Managed Accounts. Ms. Moore is a
managing member of FCMLLC and FPLLC.
(e) Not applicable.
P. Thomas F. Steyer
(a),(b) The information set forth in Rows
7, 8, 9, 10, 11 and 13 of the cover page hereto for
Steyer is incorporated herein by reference.
(c) None.
(d) FPLLC as the General Partner has the
power to direct the affairs of the Partnerships, includ-
ing the disposition of the proceeds from the sale of the
Shares. FCMLLC, as an investment adviser, has the power
to direct the disposition of the proceeds from the sale
of the Shares held by the Managed Accounts. Mr. Steyer
is the senior managing member of FCMLLC and FPLLC.
(e) Not applicable.
<PAGE>
<PAGE>
The ownership of the Shares reported hereby for FCP,
FCIP, FCIP II, Tinicum and the Managed Accounts are owned
directly by such entities. Each of Boilini, Cohen,
Downes, Fish, Fremder, Mellin, Millham, Moore and Steyer
may be deemed, as managing members of FPLLC and FCMLLC,
to be the beneficial owner of all such Shares. Each of
FPLLC and Fairman, as a managing member of FPLLC, may be
deemed to be the beneficial owner of all such Shares
other than the Shares owned by the Managed Accounts.
FCMLLC may be deemed to be the beneficial owner of all
such Shares owned by the Managed Accounts. Each of
FCMLLC, FPLLC, Boilini, Cohen, Downes, Fairman, Fish,
Fremder, Mellin, Millham, Moore and Steyer hereby
disclaim any beneficial ownership of any such Shares.
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 Reporting Persons or between such
persons and any other person with respect to any securi-
ties of the Company, including but not limited to
transfer or voting of any security of the Company,
finder's fees, joint ventures, loan or option arrange-
ments, puts or calls, guarantees of profits, divisions of
profits or loss, or the giving or withholding of proxies.
Item 7. Materials to be Filed as Exhibits.
There is filed herewith as Exhibit 1 a written
agreement relating to the filing of joint acquisition
statements as required by Rule 13d-1(f)(1) under the
Securities Exchange Act of 1934, as amended.
<PAGE>
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of our
knowledge and belief, the undersigned certify that the
information set forth in this statement is true, complete
and correct.
Dated: December 30, 1996
/s/ Thomas F. Steyer
FARALLON PARTNERS, L.L.C.,
on its own behalf and as
General Partner of
FARALLON CAPITAL PARTNERS, L.P.,
FARALLON CAPITAL INSTITUTIONAL
PARTNERS, L.P., FARALLON
CAPITAL INSTITUTIONAL PARTNERS,
II, L.P., and
TINICUM PARTNERS, L.P.
By Thomas F. Steyer,
Senior Managing Member
/s/ Thomas F. Steyer
FARALLON CAPITAL MANAGEMENT, L.L.C.
By Thomas F. Steyer,
Senior Managing Member
/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,
Fleur E. Fairman, Jason M. Fish,
Andrew B. Fremder, William
F. Mellin, Stephen L.
Millham, and Meridee A. Moore.
<PAGE>
<PAGE>
ANNEX 1
Set forth below with respect to FCMLLC and FPLLC 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 and FPLLC, is the following: (a) name;
(b) business address; (c) principal occupation; and
(d) citizenship.
1. (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
(d) Delaware limited liability company
(e) Managing Members: Thomas F. Steyer, Se-
nior Managing Member; David I. Cohen,
Joseph H. Downes, Jason M. Fish, Andrew
B. Fremder, William F. Mellin, Stephen L.
Millham and Meridee A. Moore, Managing
Members.
2. (a) Farallon Partners, L.L.C.
(b) c/o Farallon Capital Management, L.L.C.
One Maritime Plaza, Suite 1325
San Francisco, CA 94111
(c) Serves as general partner to investment
partnerships
(d) Delaware limited liability company
(e) Managing Members: Thomas F. Steyer,
Senior Managing Member; Enrique H. Boilini,
David I. Cohen, Joseph H. Downes, Fleur E.
Fairman, Jason M. Fish, Andrew B. Fremder,
William F. Mellin, Stephen L. Millham and
Meridee A. Moore, Managing Members.
3. (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
4. (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
<PAGE>
<PAGE>
5. (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
6. (a) Fleur E. Fairman
(b) 993 Park Avenue
New York, New York 10028
(c) Managing Member of Farallon Partners,
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
(c) Managing Member of Farallon Partners,
L.L.C.; Managing Member of Farallon Capi-
tal Management, L.L.C.
(d) United States Citizen
PAGE
<PAGE>
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
PAGE
<PAGE>
EXHIBIT 1
JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13D-(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 amend-
ments 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, her or it contained therein, but shall not be
responsible for the completeness and accuracy of the
information concerning the other entities or persons,
except to the extent that he, she or it knows or has
reason to believe that such information is inaccurate.
Dated: December 30, 1996
/s/ Thomas F. Steyer
FARALLON PARTNERS, L.L.C.,
on its own behalf and as
General Partner of
FARALLON CAPITAL PARTNERS, L.P.,
FARALLON CAPITAL INSTITUTIONAL
PARTNERS, L.P., FARALLON CAPITAL
INSTITUTIONAL PARTNERS, II, L.P., and
TINICUM PARTNERS, L.P.
By Thomas F. Steyer,
Senior Managing Member
/s/ Thomas F. Steyer
FARALLON CAPITAL MANAGEMENT, L.L.C.
By Thomas F. Steyer,
Senior Managing Member
/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, Fleur E.
Fairman, Jason M. Fish, Andrew B.
Fremder, William F. Mellin, Stephen
L. Millham, and Meridee A. Moore. <PAGE>
SCHEDULE A
FARALLON CAPITAL PARTNERS, L.P.
NO. OF SHARES PRICE
TRADE DATE PURCHASED PER SHARE
(including
commission)
12/19/96 10,500 $7.04
PAGE
<PAGE>
SCHEDULE B
FARALLON CAPITAL INSTITUTIONAL PARTNERS, L.P.
NO. OF SHARES PRICE
TRADE DATE PURCHASED PER SHARE
(including
commission)
12/19/96 11,900 $7.04
PAGE
<PAGE>
SCHEDULE C
FARALLON CAPITAL INSTITUTIONAL PARTNERS II, L.P.
NO. OF SHARES PRICE
TRADE DATE PURCHASED PER SHARE
(including
commission)
12/19/96 2,000 $7.04
<PAGE>
<PAGE>
SCHEDULE D
TINICUM PARTNERS, L.P.
NO. OF SHARES PRICE
TRADE DATE PURCHASED PER SHARE
(including
commission)
12/19/96 2,000 $7.04
PAGE
<PAGE>
SCHEDULE E
FARALLON CAPITAL MANAGEMENT INC.
NO. OF SHARES PRICE
TRADE DATE PURCHASED PER SHARE
(including
commission)
12/19/96 2,000 $7.04
12/19/96 400 $7.04
12/19/96 1,200 $7.04
<PAGE>
