UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Cellular Communications, Inc. (COMMA)
(Name of Issuer)
Series A Common Stock, par value $.01 per share
(Title of Class of Securities)
CUSIP No. 150917102
(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)
July 22, 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).
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SCHEDULE 13D
CUSIP NO. 150917102
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
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
519,000
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
519,000
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
519,000
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
2.6%
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
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SCHEDULE 13D
CUSIP NO. 150917102
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
630,300
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
630,300
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
630,300
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
3.2%
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
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SCHEDULE 13D
CUSIP NO. 150917102
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
99,700
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
99,700
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
99,700
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
0.5%
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
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SCHEDULE 13D
CUSIP NO. 150917102
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
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
95,400
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
95,400
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
95,400
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
0.5%
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
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SCHEDULE 13D
CUSIP NO. 150917102
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
182,000
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
182,000
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
182,000
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
0.9%
14 Type of Reporting Person*
00
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
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SCHEDULE 13D
CUSIP NO. 150917102
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
1,344,400
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
1,344,400
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
1,344,400
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
6.8%
14 Type of Reporting Person*
00
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
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SCHEDULE 13D
CUSIP NO. 150917102
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
David I. Cohen
2 Check the Appropriate Box if a Member of a Group*
(a)
(b) /x/
3 SEC Use Only
4 Source of Funds*
AF
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization
South Africa
Number of Shares Beneficially Owned By Each
Reporting Person With
7 Sole Voting Power
-0-
8 Shared Voting Power
1,526,400
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
1,526,400
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
1,526,400
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
7.7%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
<PAGE>
SCHEDULE 13D
CUSIP NO. 150917102
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Joseph F. Downes
2 Check the Appropriate Box if a Member of a Group*
(a)
(b) /x/
3 SEC Use Only
4 Source of Funds*
AF
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization
United States
Number of Shares Beneficially Owned By Each
Reporting Person With
7 Sole Voting Power
-0-
8 Shared Voting Power
1,526,400
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
1,526,400
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
1,526,400
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
7.7%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
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SCHEDULE 13D
CUSIP NO. 150917102
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, 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
1,344,400
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
1,344,400
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
1,344,400
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
6.8%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
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SCHEDULE 13D
CUSIP NO. 150917102
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Jason M. Fish
2 Check the Appropriate Box if a Member of a Group*
(a)
(b) /x/
3 SEC Use Only
4 Source of Funds*
AF
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization
United States
Number of Shares Beneficially Owned By Each
Reporting Person With
7 Sole Voting Power
-0-
8 Shared Voting Power
1,526,400
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
1,526,400
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
1,526,400
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
7.7%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
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SCHEDULE 13D
CUSIP NO. 150917102
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Andrew B. Fremder
2 Check the Appropriate Box if a Member of a Group*
(a)
(b) /x/
3 SEC Use Only
4 Source of Funds*
AF
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization
United States
Number of Shares Beneficially Owned By Each
Reporting Person With
7 Sole Voting Power
-0-
8 Shared Voting Power
1,526,400
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
1,526,400
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
1,526,400
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
7.7%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
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SCHEDULE 13D
CUSIP NO. 150917102
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
William F. Mellin
2 Check the Appropriate Box if a Member of a Group*
(a)
(b) /x/
3 SEC Use Only
4 Source of Funds*
AF
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization
United States
Number of Shares Beneficially Owned By Each
Reporting Person With
7 Sole Voting Power
-0-
8 Shared Voting Power
1,526,400
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
1,526,400
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
1,526,400
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
7.7%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
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SCHEDULE 13D
CUSIP NO. 150917102
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Stephen L. Millham
2 Check the Appropriate Box if a Member of a Group*
(a)
(b) /x/
3 SEC Use Only
4 Source of Funds*
AF
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization
United States
Number of Shares Beneficially Owned By Each
Reporting Person With
7 Sole Voting Power
-0-
8 Shared Voting Power
1,526,400
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
1,526,400
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
1,526,400
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
7.7%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
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SCHEDULE 13D
CUSIP NO. 150917102
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Meridee A. Moore
2 Check the Appropriate Box if a Member of a Group*
(a)
(b) /x/
3 SEC Use Only
4 Source of Funds*
AF
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization
United States
Number of Shares Beneficially Owned By Each
Reporting Person With
7 Sole Voting Power
-0-
8 Shared Voting Power
1,526,400
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
1,526,400
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
1,526,400
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
7.7%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
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SCHEDULE 13D
CUSIP NO. 150917102
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
1,526,400
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
1,526,400
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
1,526,400
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
7.7%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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This statement relates to shares of Series A Common
Stock, par value $.01 per share (the "Shares") of
Cellular Communications, Inc. (the "Company"). The
Company's principal offices are located at 110 East 59th
Street, New York, New York 10022.
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"), 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
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. The name, principal business, state of
incorporation, executive officers, directors and control-
ling persons of FCMLLC and FPLLC, are set
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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 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 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, 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 securities for
its own account. The principal business of FPLLC is to
act as General Partner of the Partnerships. The princi-
pal business of FCMLLC is that of a registered investment
adviser.
(d) None of the Partnerships, FCMLLC, FPLLC 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 or
any of the persons listed on Annex 1 hereto has, during
the last five years, been party to a civil proceeding of
a
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judicial or administrative body of competent jurisdic-
tion 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.
Item 3. Source and Amount of Funds and Other
Consideration.
The net investment cost (including commissions)
is $27,253,308 for the 519,000 Shares held by FCP,
$33,066,185 for the 630,300 Shares held by FCIP,
$5,229,063 for the 99,700 Shares held by FCIP II,
$5,010,688 for the 95,400 Shares held by Tinicum and
$9,566,150 for the 182,000 Shares held by the Managed
Accounts. The consideration was obtained from the
working capital of each respective entity (in the case of
the Partnerships), or the working capital of the Managed
Accounts.
The Shares held by FCP, FCIP, FCIP II, Tinicum and
the Managed Accounts are held in their respective margin
accounts. Such margin accounts are maintained at Goldman
Sachs & Co. and may from time to time have debit balanc-
es. Because other securities are held in the margin
accounts, it is not possible to determine the amounts,
if any, of margin used with respect to the Shares
purchased and sold. Currently, the interest rate charged
on such margin accounts is the broker call rate plus 0.5%
per annum.
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
PAGE
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FCMI 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
19,784,585 Shares reported by the Company to be outstand-
ing as of July 20, 1996 in the Company's Proxy Statement
dated July 17, 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) 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.
(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.
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(d) The General Partner has the power to
direct the affairs of FCIP, including decisions regarding
the disposition of the proceeds from the sale of the
Shares.
(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 days are set
forth on Schedule C hereto and are incorporated herein by
reference. All of such transactions were open-market
transactions.
(d) The General Partner has the power to
direct the affairs of FCIP II, including decisions
regarding the disposition of the proceeds from the sale
of the Shares.
(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) The General Partner has the power to
direct the affairs of Tinicum, including decisions
regarding the disposition of the proceeds from the sale
of the Shares.
(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.
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(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.
(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. 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 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. Cohen, Downes, Fish, Fremder, Mellin and Millham
and Mdmes. Fairman and Moore are managing members of
FPLLC.
(e) Not applicable.
G. David I. Cohen
(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, including 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.
PAGE
<PAGE>
(e) Not applicable.
H. 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, including 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.
I. 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, including the
disposition of the proceeds from the sale of the Shares.
Ms. Fairman is a managing member of FPLLC.
(e) Not applicable.
J. 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, including 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
PAGE
<PAGE>
shares held by the Managed Accounts. Mr. Fish is a
managing member of FCMLLC and FPLLC.
(e) Not applicable.
K. 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, including 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 ac-
counts. Mr. Fremder is a managing member of FCMLLC and
FPLLC.
(e) Not applicable.
L. 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, including 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. Mellin is a managing
member of FCMLLC and FPLLC.
(e) Not applicable.
M. 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.
PAGE
<PAGE>
(d) FPLLC as the General Partner has the power
to direct the affairs of the Partnerships, including 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.
N. 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, including 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.
O. 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, including 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.
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 Cohen, Downes,
Fremder, Fish, Mellin, Millham, Moore and Steyer may be
deemed, as managing members of FPLLC and FCMLLC, to be
the beneficial owners of all such <PAGE>
Shares, each of FPLLC and Fairman, as a managing member
of FPLLC, may be deemed to 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, Cohen, Downes, Fairman, Fish,
Fremder, Mellin, Millham, Moore and Steyer hereby
disclaim any beneficial ownership of any such Shares.
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: July 31, 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, INC.
By Thomas F. Steyer, Chairman
/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 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 each managing
member of the General Partner of FCIP, FCIP II, FCP and
Tinicum, is the following: (a) name; (b) business
address; (c) principal occupation; and (d) citizenship.
The following is set forth below with respect to Farallon
Capital Management, L.L.C. and Farallon Partners, L.L.C.:
(a) name; (b) address; (c) principal business; (d) state
of organization; (e) controlling persons.
1. (a) Farallon Capital Management, L.L.C.
(b) c/o Farallon Capital Management, L.L.C.
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, Senior
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) 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, 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) 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
4. (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 Capital Management,
L.L.C.
(d) United States Citizen
PAGE
<PAGE>
5. (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
6. (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 Capital Management,
L.L.C.
(d) United States Citizen
7. (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
8. (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 Capital Management,
L.L.C.
(d) United States Citizen
9. (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 Capital Management,
L.L.C.
(d) United States Citizen
10. (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 Capital Management,
L.L.C.
(d) United States Citizen
PAGE
<PAGE>
11. (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 Partners,
L.L.C.; Senior Managing Member of Farallon
Capital Management, L.L.C.; Director, NAB Asset
Corporation
(d) United States Citizen
PAGE
<PAGE>
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 or it contained therein, but shall not be responsible
for the completeness and accuracy of the information
concerning the other, except to the extent that he or it
knows or has reason to believe that such information is
inaccurate.
Dated: July 31, 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
FARALLON CAPITAL MANAGEMENT, Inc.
By Thomas F. Steyer, Chairman
/s/ Thomas F. Steyer
Thomas F. Steyer,
individually and as attorney-in-fact
for each of 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>
SCHEDULE A
FARALLON CAPITAL PARTNERS, L.P.
NO. OF SHARES PRICE
TRADE DATE PURCHASED "P" PER SHARE
OR SOLD ("S") (including commission)
05/30/96 1,900P $53.125
05/31/96 3,800P $53.25
06/07/96 1,700P $53.125
06/13/96 38,000P $53.56
06/18/96 21,600P $53.435
06/18/96 8,500P $53.375
07/09/96 3,100S $52.625
07/10/96 3,100S $52.25
07/11/96 6,300S $51.75
07/15/96 6,300S $51.56
07/16/96 1,800P $50.875
07/17/96 9,000P $51.25
07/18/96 1,800P $52.00
07/19/96 3,600P $52.875
07/22/96 14,100P $52.50
07/22/96 12,400P $52.437
07/22/96 194,200P $52.49
07/24/96 1,800P $51.80
07/25/96 3,700P $51.875
07/25/96 9,200P $52.30
07/26/96 2,600P $52.425
07/29/96 13,200P $52.25
07/30/96 8,200P $52.025
<PAGE>
SCHEDULE B
FARALLON CAPITAL INSTITUTIONAL PARTNERS, L.P.
NO. OF SHARES PRICE
TRADE DATE PURCHASED ("P") PER SHARE
OR SOLD ("S") (including commission)
05/30/96 1,900P $53.125
05/31/96 3,800P $53.25
06/07/96 1,600P $53.125
06/13/96 31,000P $53.56
06/18/96 21,500P $53.435
06/18/96 8,400P $53.375
07/09/96 3,900S $52.625
07/10/96 3,900S $52.25
07/11/96 7,800S $51.75
07/15/96 7,800S $51.56
07/16/96 2,100P $50.875
07/17/96 11,000P $51.25
07/18/96 2,100P $52.00
07/19/96 4,400P $52.875
07/22/96 16,700P $52.50
07/22/96 14,800P $52.437
07/22/96 231,000P $52.49
07/24/96 2,000P $51.80
07/25/96 4,400P $51.875
07/25/96 11,000P $52.30
07/26/96 3,400P $52.425
07/29/96 16,800P $52.25
07/30/96 10,500P $52.025
<PAGE>
SCHEDULE C
FARALLON CAPITAL INSTITUTIONAL PARTNERS II, L.P.
NO. OF SHARES PRICE
TRADE DATE PURCHASED ("P") PER SHARE
OR SOLD ("S") (including commission)
05/30/96 200P $53.125
05/31/96 400P $53.25
06/07/96 300P $53.125
06/13/96 5,000P $53.56
06/18/96 3,800P $53.435
06/18/96 1,500P $53.375
07/09/96 800S $52.625
07/10/96 800S $52.25
07/11/96 1,700S $51.75
07/15/96 1,700S $51.56
07/16/96 200P $50.875
07/17/96 1,000P $51.25
07/18/96 200P $52.00
07/19/96 400P $52.875
07/22/96 1,500P $52.50
07/22/96 1,300P $52.437
07/22/96 21,000P $52.49
07/25/96 400P $51.875
07/25/96 1,000P $52.30
07/26/96 800P $52.425
07/29/96 4,000P $52.25
07/30/96 2,500P $52.025
<PAGE>
SCHEDULE D
TINICUM PARTNERS, L.P.
NO. OF SHARES PRICE
TRADE DATE PURCHASED ("P") PER SHARE
OR SOLD ("S") (including commission)
05/30/96 400P $53.125
05/31/96 800P $53.25
06/07/96 400P $53.125
06/13/96 8,000P $53.56
06/18/96 5,100P $53.435
06/18/96 2,000P $53.375
07/09/96 900S $52.625
07/10/96 800S $52.25
07/11/96 1,400S $51.75
07/15/96 1,500S $51.56
07/16/96 300P $50.875
07/17/96 1,300P $51.25
07/18/96 300P $52.00
07/19/96 500P $52.875
07/22/96 1,900P $52.50
07/22/96 1,700P $52.437
07/22/96 26,300P $52.49
07/25/96 500P $51.874
07/25/96 1,300P $52.30
07/26/96 500P $52.424
07/29/96 2,400P $52.25
07/30/96 1,500P $52.025
<PAGE>
SCHEDULE E
FARALLON CAPITAL MANAGEMENT, L.L.C.
NO. OF SHARES PRICE
TRADE DATE PURCHASED ("P") PER SHARE
OR SOLD ("S") (including commission)
05/30/96 200P $53.125
05/31/96 400P $53.25
06/07/96 400P $53.125
06/13/96 8,000P $53.56
06/18/96 5,100P $53.435
06/18/9 62,000P $53.375
07/09/96 500S $52.625
07/10/96 500S $52.25
07/11/96 1,000S $51.75
07/15/96 1,000S $51.56
07/16/96 200P $50.875
07/17/96 1,000P $51.25
07/18/96 200P $52.00
07/19/96 400P $52.875
07/22/96 1,500P $52.50
07/22/96 1,300P $52.437
07/22/96 21,000P $52.49
07/25/96 400P $51.875
07/25/96 1,000P $52.30
07/26/96 300P $52.423
07/29/96 1,600P $52.25
07/30/96 1,000P $52.025
05/30/96 200P $53.125
05/31/96 400P $53.25
06/07/96 300P $53.125
06/13/96 5,000P $53.56
06/18/96 3,200P $53.435
06/18/96 1,300P $53.375
07/09/96 500S $52.625
07/10/96 500S $52.25
07/11/96 1,000S $51.75
07/15/96 900S $51.56
07/16/96 200P $50.875
07/17/96 1,000P $51.25
07/18/96 200P $52.00
07/19/96 400P $52.875
07/22/96 1,500P $52.50
07/22/96 1,300P $52.437
07/22/96 21,000P $52.49
07/25/96 200P $51.875
07/25/96 500P $52.30
07/26/96 100P $52.42
07/29/96 400P $52.25
07/30/96 300P $52.023
05/30/96 100P $53.125
05/31/96 200P $53.25
06/07/96 200P $53.125
06/13/96 3,000P $53.56
06/18/96 1,900P $53.435
06/18/96 800P $53.375
07/09/96 200S $52.625
07/10/96 200S $52.25
07/11/96 400S $51.75
07/15/96 500S $51.56
07/16/96 100P $50.875
07/17/96 500P $51.25
07/18/96 100P $52.00
07/19/96 200P $52.875
07/22/96 800P $52.50
07/22/96 700P $52.437
07/22/96 10,500P $52.49
07/25/96 400P $51.875
07/25/96 1,000P $52.30
07/26/96 300P $52.423
07/29/96 1,600P $52.25
07/30/96 1,000P $52.025
05/30/96 100P $53.125
05/31/96 200P $53.25
06/07/96 100P $53.125
06/13/96 2,000P $53.56
06/18/96 1,300P $53.435
06/18/96 500P $53.375
07/03/96 2,000S $53.00
07/09/96 100S $52.62
07/10/96 200S $52.25
07/11/96 400S $51.75
07/15/96 300S $51.56
07/16/96 100P $50.87
07/17/96 200P $51.25
07/18/96 100P $52.00
07/19/96 100P $52.87
