UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 1*)
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)
August 7, 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
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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
580,000
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
580,000
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
580,000
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
2.9%
14 Type of Reporting Person*
PN
*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
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
709,400
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
709,400
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
709,400
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
3.6%
14 Type of Reporting Person*
PN
*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
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
116,700
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
116,700
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
116,700
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
0.6%
14 Type of Reporting Person*
PN
*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
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
105,700
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
105,700
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
105,700
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>
<PAGE>
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
202,100
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
202,100
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
202,100
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
1.0%
14 Type of Reporting Person*
00
*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
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
1,511,800
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
1,511,800
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
1,511,800
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
7.6%
14 Type of Reporting Person*
00
*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
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
1,713,900
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
1,713,900
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
1,713,900
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
8.7%
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
1,713,900
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
1,713,900
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
1,713,900
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
8.7%
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
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
1,511,800
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
1,511,800
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
1,511,800
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
7.6%
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
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
1,713,900
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
1,713,900
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
1,713,900
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
8.7%
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
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
1,713,900
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
1,713,900
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
1,713,900
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
8.7%
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
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
1,713,900
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
1,713,900
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
1,713,900
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
8.7%
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
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
1,713,900
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
1,713,900
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
1,713,900
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
8.7%
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
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
1,713,900
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
1,713,900
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
1,713,900
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
8.7%
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
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
1,713,900
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
1,713,900
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
1,713,900
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
8.7%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
<PAGE>
This Amendment No. 1 to Schedule 13D amends the
Schedule 13D initially filed on July 22, 1996 (the
"Schedule 13D") as follows:
Item 3. Source and Amount of Funds and Other
Consideration.
Item 3 as reported on the Schedule 13D is
hereby amended and restated in its entirety as fol-
lows:
The net investment cost (including commissions)
is $30,504,294 for the 580,000 Shares held by FCP,
$37,281,836 for the 709,400 Shares held by FCIP, $6,135,-
471 for the 116,700 Shares held by FCIP II, $5,559,466
for the 105,700 Shares held by Tinicum and $10,638,156
for the 202,100 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
balances. 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 5. Interest in Securities of the Issuer.
Item 5 as reported on the Schedule 13D is
hereby amended and restated in its entirety as follows:
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 ref-
erence. The percentage amount
set forth in Row 13 of
PAGE
<PAGE>
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 outstanding
as of July 10, 1996 in the Com-
pany's Proxy Statement dated
July 17, 1996.
(c) The trading dates, number of Shares pur-
chased 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 pur-
chased 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) 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 incorpo-
rated herein by reference.
(c) The trading dates, number of Shares pur-
chased 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.
PAGE
<PAGE>
(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 incorpo-
rated herein by reference.
(c) The trading dates, number of Shares pur-
chased 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 incorpo-
rated herein by reference.
(c) The trading dates, number of Shares pur-
chased, sold or transferred 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 purchases or
sales 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.
PAGE
<PAGE>
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 incorporat-
ed 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 incorporat-
ed herein by reference.
(c) None.
(d) FPLLC as the General Partner has the
power to direct the affairs of the
Partnerships, including the disposi-
tion of the proceeds from the sale
of the Shares. FCMLLC, as an in-
vestment adviser, has the power to
direct the disposition of the pro-
ceeds from the sale of shares held
by the Managed Accounts. Mr. Cohen
is a managing member of FCMLLC and
FPLLC.
(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 incorpo-
rated herein by reference.
(c) None.
PAGE
<PAGE>
(d) FPLLC as the General Partner has the
power to direct the affairs of the Part-
nerships, 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 incorpo-
rated herein by reference.
(c) None.
(d) FPLLC as the General Partner has the
power to direct the affairs of the Part-
nerships, including the disposition of
the proceeds from the sale of the Shares.
Ms. Fairman is a managing member of FPL-
LC.
(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 Part-
nerships, 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. 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 incorpo-
rated herein by reference.
PAGE
<PAGE>
(c) None.
(d) FPLLC as the General Partner has the
power to direct the affairs of the Part-
nerships, 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 accounts. 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 incorpo-
rated herein by reference.
(c) None.
(d) FPLLC as the General Partner has the
power to direct the affairs of the Part-
nerships, 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 incorpo-
rated herein by reference.
(c) None.
(d) FPLLC as the General Partner has the
power to direct the affairs of the Part-
nerships, 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.
PAGE
<PAGE>
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 incorporat-
ed herein by reference.
(c) None.
(d) FPLLC as the General Partner has the
power to direct the affairs of the Part-
nerships, 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 incorpo-
rated herein by reference.
(c) None.
(d) FPLLC as the General Partner has the
power to direct the affairs of the Part-
nerships, 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 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.
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: August ___, 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 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 man-
aged 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 part-
nerships
(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 Manage-
ment, 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 Manage-
ment, 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 Manage-
ment, 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 Manage-
ment, 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 Manage-
ment, 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 Manage-
ment, 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 Manage-
ment, 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>
SCHEDULE A
FARALLON CAPITAL PARTNERS, L.P.
NO. OF SHARES PRICE
PURCHASED "P" PER SHARE
TRADE DATE OR SOLD ("S") (including commission)
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
07/31/96 10,700P $52.63
08/01/96 1,000P $53.00
08/01/96 17,600P $53.57
08/02/96 4,200P $53.13
08/02/96 1,800P $54.05
08/06/96 16,100P $53.14
08/07/96 9,600P $53.31
PAGE
<PAGE>
SCHEDULE B
FARALLON CAPITAL INSTITUTIONAL PARTNERS, L.P.
NO. OF SHARES PRICE
PURCHASED ("P") PER SHARE
TRADE DATE OR SOLD ("S") (including commission)
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
07/31/96 14,400P $52.63
08/01/96 1,500P $53.00
08/01/96 23,000P $53.57
08/02/96 5,800P $54.13
08/02/96 2,200P $54.05
08/06/96 19,600P $53.14
08/07/96 12,600P $53.31
PAGE
<PAGE>
SCHEDULE C
FARALLON CAPITAL INSTITUTIONAL PARTNERS II, L.P.
NO. OF SHARES PRICE
PURCHASED ("P") PER SHARE
TRADE DATE OR SOLD ("S") (including commission)
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
07/31/96 3,400P $52.63
08/01/96 5,500P $53.57
08/02/96 1,900P $54.12
08/06/96 3,200P $53.14
08/07/96 3,000P $53.31
PAGE
<PAGE>
SCHEDULE D
TINICUM PARTNERS, L.P.
NO. OF SHARES PRICE
PURCHASED ("P") PER SHARE
TRADE DATE OR SOLD ("S") (including commission)
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
08/01/96 2,800P $53.57
08/02/96 1,000P $53.13
08/06/96 3,000P $54.13
08/07/96 1,500P $53.31
PAGE
<PAGE>
SCHEDULE E
FARALLON CAPITAL MANAGEMENT, L.L.C.
NO. OF SHARES
PURCHASED ("P"), PRICE
SOLD ("S"), OR PER SHARE
TRADE DATE TRANSFERRED ("T") (including
commission)
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 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
07/31/96 1,400P $52.68
08/01/96 3,300P $53.57
08/01/96 13,600T $52.625
08/02/96 1,100P $54.12
08/06/96 2,500P $53.14
08/07/96 1,800P $53.31
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
07/31/96 300P $52.63
08/01/96 600P $53.57
08/02/96 200P $54.13
08/06/96 900P $53.14
08/07/96 300P $53.31
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
07/31/96 1,300P $52.63
08/01/96 2,200P $53.57
08/02/96 800P $54.13
08/06/96 2,200P $53.14
08/07/96 1,200P $53.31
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
08/01/96 13,600T $52.625
<PAGE>
