UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
NAB Asset Corp. (NABDV)
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
CUSIP No. 628712101
(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)
June 6, 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 /x/. (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. 628712101
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
192,783
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
192,783
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
192,783
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
3.8%
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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SCHEDULE 13D
CUSIP No. 628712101
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
7 With Sole Voting Power
-0-
8 Shared Voting Power
175,695
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
175,695
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
175,695
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
3.5%
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
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SCHEDULE 13D
CUSIP No. 628712101
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
44,918
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
44,918
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
44,918
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
0.8%
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
<PAGE>
SCHEDULE 13D
CUSIP No. 628712101
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
61,002
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
61,002
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
61,002
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
1.2%
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP No. 628712101
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Farallon Capital Management, Inc.
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
-0-
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
-0-
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
-0-
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
0%
14 Type of Reporting Person*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
<PAGE>
SCHEDULE 13D
CUSIP No. 628712101
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
99,458
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
99,458
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
99,458
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*
00
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP No. 628712101
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
474,398
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
474,398
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
474,398
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
9.3%
14 Type of Reporting Person*
00
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
<PAGE>
SCHEDULE 13D
CUSIP No. 628712101
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
573,856
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
573,856
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
573,856
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
11.3%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
<PAGE>
SCHEDULE 13D
CUSIP No. 628712101
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
573,856
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
573,856
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
573,856
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
11.3%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
<PAGE>
SCHEDULE 13D
CUSIP No. 628712101
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
474,398
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
474,398
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
474,398
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
9.3%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
<PAGE>
SCHEDULE 13D
CUSIP No. 628712101
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
573,856
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
573,856
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
573,856
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
11.3%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
<PAGE>
SCHEDULE 13D
CUSIP No. 628712101
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
573,856
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
573,856
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
573,856
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
11.3%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
<PAGE>
SCHEDULE 13D
CUSIP No. 628712101
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
573,856
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
573,856
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
573,856
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
11.3%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
<PAGE>
SCHEDULE 13D
CUSIP No. 628712101
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
573,856
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
573,856
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
573,856
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
11.3%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
<PAGE>
SCHEDULE 13D
CUSIP No. 628712101
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
573,856
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
573,856
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
573,856
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
11.3%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
<PAGE>
SCHEDULE 13D
CUSIP No. 628712101
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Eric M. Ruttenberg
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
-0-
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
-0-
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
-0-
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
0%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
<PAGE>
SCHEDULE 13D
CUSIP No. 628712101
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
573,856
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
573,856
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
573,856
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
11.3%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
<PAGE>
This Amendment No. 7 to Schedule 13D amends the
Schedule 13D initially filed on August 14, 1991 (collec-
tively, with all amendments thereto, the "Schedule 13D")
and reports a recent reorganization of beneficial
ownership of certain of the Reporting Persons, and the
exchange of shares of Common Stock for new shares of
Common Stock ("New Common Stock"), a cash payment, and an
interest in a liquidating trust as described in the
Company's Proxy Statement/Prospectus and as announced by
the Company on June 6, 1996. This Amendment No. 7
constitutes an initial statement for newly-formed
entities, as more fully set forth herein.
Item 2. Identity and Background
Item 2 as reported on Schedule 13D is hereby
amended and restated in its entirety as follows:
(a) This statement is filed by: (i) Farallon
Capital Partners, L.P., a California limited partnership
("FCP"), with respect to the shares of New Common Stock
held by it; (ii) Farallon Capital Institutional Partners,
L.P., a California limited partnership ("FCIP"), with
respect to the shares of New Common Stock held by it:
(iii) Farallon Capital Institutional Partners II, L.P.,
a California limited partnership ("FCIP II"), with
respect to the shares of New Common Stock held by it;
(iv) Tinicum Partners, L.P., a New York limited partner-
ship ("Tinicum"), with respect to the shares of New
Common Stock held by it; (v) Farallon Capital Management,
Inc., a Delaware corporation; (vi) Farallon Capital
Management, L.L.C., a Delaware limited liability company
("FCMLLC"), with respect to the shares of New Common
Stock 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"); (vii) Farallon
Partners, L.L.C., a Delaware limited liability company
PAGE
<PAGE>
("FPLLC") with respect to the shares of New Common Stock
held by each of the entities named in (i) through (iv)
above; (viii) 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 of New Common Stock held by each of the
entities named in (i) through (iv) and (vi) above; (ix)
Fleur E. Fairman ("Fairman") with respect to the shares
of New Common Stock held by each of the entities named in
(i) through (iv) above; and (x) Eric M. Ruttenberg
("Ruttenberg").
As of April 1, 1996, FCMLLC succeeded Farallon
Capital Management, Inc. as investment adviser to the
Managed Accounts. As a result of the assumption of
investment management authority by FCMLLC, Farallon
Capital Management, Inc. is no longer deemed a "benefi-
cial owner" of any shares of New Common Stock. As of
April 1, 1996, FPLLC succeeded Messrs. Steyer, Cohen,
Downes, Fish, Mellin, and Ruttenberg, and Mdmes. Fairman
and Moore as General Partner of each FCP, FCIP, FCIP II
and Tinicum (together, the Partnerships"). Because Mr.
Ruttenberg is neither a General Partner of the Partner-
ships nor a managing member of either FPLLC or FCMLLC, he
is no longer deemed a "beneficial owner" of any of
the shares of New Common Stock. The name, 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 of New Common Stock 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 of New Common Stock,
each of FPLLC and Fairman, as
PAGE
<PAGE>
a managing member of FPLLC, may be deemed to the benefi-
cial owners of all such shares of New Common Stock other
than the Shares of New Common Stock owned by the Managed
Accounts, and FCMLLC may be deemed to be the beneficial
owner of all such shares of New Common Stock 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 of New Common Stock.
(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 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.
PAGE
<PAGE>
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 follows:
The net investment cost (including commissions)
is $325,321 for the 192,783 shares of New Common Stock
held by FCP, $296,485 for the 175,695 shares of New
Common Stock held by FCIP, $75,799 for the 44,918 shares
of New Common Stock held by FCIP II, $102,941 for the
61,002 shares of New Common Stock held by Tinicum
and $167,836 for the 99,458 shares of New Common Stock
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 of New Common Stock held by FCP,
FCIP, FCIP II, Tinicum and the Managed Accounts will be
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 of New Common Stock purchased
and sold. Currently, the interest rate charged on such
margin accounts is the broker call rate plus 0.5% per
annum.
PAGE
<PAGE>
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 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 5,091,333 shares of New Common Stock reported by the
Company to be outstanding in the Company's Proxy State-
ment/Prospectus.
(c) The trading dates, number of shares
of New Common Stock purchased or sold and the price per
Share for all transactions in the shares of New Common
Stock in the last 60 days are set forth on Schedule A
hereto and are incorporated herein by reference. On June
6, 1996, the Company announced the completion of a merger
with CPS Investing Corp., whereby each outstanding share
of Common Stock will be exchanged for .75 shares of New
Common Stock, $3.64 in cash, and an interest in a
liquidating trust to which all non-cash assets of the
Company will be transferred. All transactions after June
6, 1996 were open-market transactions on a when-issued
basis.
(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 of New Common Stock.
(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
of New Common Stock purchased or sold and the price per
Share for all transactions in the shares in the last 60
days are set forth on Schedule B hereto and are incorpo-
rated herein by reference. On June 6, 1996, the Company
announced the completion of a merger with CPS Investing
Corp., whereby each outstanding share of Common Stock
will be exchanged for .75 shares of New Common
PAGE
<PAGE>
Stock, $3.64 in cash, and an interest in a liquidating
trust to which all non-cash assets of the Company will
be transferred. All transactions after June 6, 1996 were
open-market transactions on a when-issued basis.
(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 of New Common Stock.
(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
of New Common Stock purchased or sold and the price per
Share for all transactions in the shares of New Common
Stock in the last 60 days are set forth on Schedule C
hereto and are incorporated herein by reference. On June
6, 1996, the Company announced the completion of a merger
with CPS Investing Corp., whereby each outstanding share
of Common Stock will be exchanged for .75 shares of New
Common Stock, $3.64 in cash, and a unit in a liquidating
trust to which all non-cash assets of the Company will be
transferred. All transactions after June 6, 1996 were
open-market transactions on a when-issued basis.
(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 of New Common Stock.
(e) Not applicable.
D. Tinicum Partners, L.P.
(a), (b) The information set forth in
Rows 7, 8, 9, 10, 11 and 13 the cover page hereto for
Tinicum is incorporated herein by reference.
(c) The trading dates, number of shares
of New Common Stock purchased or sold and the price per
Share for all transactions in the shares of New Common
Stock in the past 60 days are set forth on Schedule D
hereto and are incorporated herein by reference. On June
6, 1996, the Company announced the completion of a merger
with CPS Investing Corp., whereby each outstanding share
of
PAGE
<PAGE>
Common Stock will be exchanged for .75 shares of Common
Stock, $3.64 in cash, and an interest in a liquidating
trust to which all non-cash assets of the Company will be
transferred. All transactions after June 6, 1996 were
open-market transactions on a when-issued basis.
(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 of New Common Stock.
(e) Not applicable.
E. Farallon Capital Management, Inc.
(a), (b) The information set forth in
Rows 7, 8, 9, 10, 11 and 13 of the cover page hereto for
Farallon Capital Management, Inc. is incorporated herein
by reference.
(c) None.
(d) None.
(e) April 1, 1996.
F. 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
of New Common Stock purchased or sold and the price per
Share for all transactions in the shares of New Common
Stock by the Managed Accounts in the past 60 days are set
forth on Schedule E hereto and are incorporated herein by
reference. On June 6, 1996, the Company announced the
completion of a merger with CPS Investing Corp., whereby
each outstanding share of Common Stock will be exchanged
for .75 shares of Common Stock, $3.64 in cash, and an
interest in a liquidating trust to which all non-cash
assets of the Company will be transferred. All transac-
tions after June 6, 1996 were open-market transactions on
a when-issued basis.
(d) FCMLLC, as an investment adviser, has
the power to direct the disposition of the proceeds from
the sale of the shares of New Common Stock held by the
Managed Accounts. Mr. Steyer is the senior managing
member of FCMLLC, and Messrs. Cohen,
PAGE
<PAGE>
Downes, Fish, Fremder, Millham, and Mellin and Ms. Moore
are managing members of FCMLLC.
(e) Not applicable.
G. 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, includ-
ing the disposition of the proceeds of the sale of the
shares of New Common Stock. 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.
H. 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, includ-
ing the disposition of the proceeds from the sale of the
shares of New Common Stock. FCMLLC, as an investment
adviser, has the power to direct the disposition of
the proceeds from the sale of shares of New Common Stock
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.
PAGE
<PAGE>
(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 of New Common Stock. FCMLLC, as an investment
adviser, has the power to direct the disposition of
the proceeds from the sale of shares of New Common Stock
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 of New Common Stock. Ms. Fairman is a managing
member of FPLLC.
(e) Not applicable.
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 of New Common Stock. FCMLLC, as an investment
adviser, has the power to direct the disposition of
the proceeds from the sale of shares of New Common Stock
held by the Managed Accounts. Mr. Fish is a managing
member of FCMLLC and FPLLC.
(e) Not applicable.
PAGE
<PAGE>
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 of New Common Stock. FCMLLC, as an investment
adviser, has the power to direct the disposition of
the proceeds from the sale of shares of New Common Stock
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 of New Common Stock. FCMLLC, as an investment
adviser, has the power to direct the disposition of the
proceeds from the sale of shares of New Common Stock 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 of New Common Stock. FCMLLC, as an
PAGE
<PAGE>
investment adviser, has the power to direct the disposi-
tion of the proceeds from the sale of shares of New
Common Stock 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 affair of the Partnerships, including
the disposition of the proceeds from the sale of the
shares of New Common Stock. FCMLLC, as an investment
adviser, has the power to direct the disposition of the
proceeds from the sale of shares of New Common Stock
held by the Managed Accounts. Ms. Moore is a managing
member of FCMLLC and FPLLC.
(e) Not applicable.
P. Eric M. Ruttenberg
(a), (b) The information set forth in
Rows 7, 8, 9, 10, 11 and 13 of the cover page hereto for
Ruttenberg is incorporated herein by reference.
(c) None.
(d) None.
(e) April 1, 1996.
Q. 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 of New Common Stock. FCMLLC, as an investment
adviser, has the power to direct the disposition of
the proceeds from
PAGE
<PAGE>
the sale of the shares of New Common Stock held by the
Managed Accounts. Mr. Steyer is the senior managing
member of FCMLLC and FPLLC.
(e) Not applicable.
The ownership of the shares of New Common Stock
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 of New Common Stock, each of FPLLC and Fairman, as
a managing member of FPLLC, may be deemed to the benefi-
cial owners of all such shares of New Common Stock other
than the shares of New Common Stock owned by the Managed
Accounts, and FCMLLC may be deemed to be the beneficial
owner of all such shares of New Common Stock 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 of New Common Stock.
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 3, 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, Meridee A. Moore,
and Eric M. Ruttenberg.
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.
(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 3, 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,
Meridee A. Moore, and Eric M.
Ruttenberg.
PAGE
<PAGE>
SCHEDULE A
FARALLON CAPITAL PARTNERS, L.P.
NO. OF SHARES PRICE
OF COMMON STOCK PER SHARE
TRADE DATE EXCHANGED("E") (including
commission)
06/06/96 281,711(E) *
NO. OF SHARES OF NEW
COMMON STOCK RECEIVED PRICE
IN EXCHANGE ("R") PER SHARE
TRADE DATE OR SOLD ("S") (including
commission)
06/06/96 211,283(R) *
06/07/96 18,500(S) $1.78
____________________
* On June 6, 1996, the Company announced that each
share of Common Stock will be exchanged for .75 shares of
New Common Stock, $3.64 in cash, and an interest in a
liquidating trust to which all non-cash assets of the
Company will be transferred.
PAGE
<PAGE>
SCHEDULE B
FARALLON CAPITAL INSTITUTIONAL PARTNERS, L.P.
NO. OF SHARES PRICE
OF COMMON STOCK PER SHARE
TRADE DATE EXCHANGED("E") (including
commission)
06/06/96 256,663(E) *
NO. OF SHARES OF NEW
COMMON STOCK RECEIVED PRICE
IN EXCHANGE ("R") PER SHARE
TRADE DATE OR SOLD ("S") (including
commission)
06/06/96 192,496(R) *
06/07/96 16,800(S) $1.78
____________________
* On June 6, 1996, the Company announced that each
share of Common Stock will be exchanged for .75 shares of
New Common Stock, $3.64 in cash, and an interest in a
liquidating trust to which all non-cash assets of the
Company will be transferred.
PAGE
<PAGE>
SCHEDULE C
FARALLON CAPITAL INSTITUTIONAL PARTNERS II, L.P.
NO. OF SHARES PRICE
OF COMMON STOCK PER SHARE
TRADE DATE EXCHANGED("E") (including
commission)
06/06/96 65,625(E) *
NO. OF SHARES OF NEW
COMMON STOCK RECEIVED PRICE
IN EXCHANGE ("R") PER SHARE
TRADE DATE OR SOLD ("S") (including
commission)
06/06/96 49,218(R) *
06/07/96 4,300(S) $1.78
____________________
* On June 6, 1996, the Company announced that each
share of Common Stock will be exchanged for .75 shares of
New Common Stock, $3.64 in cash, and an interest in a
liquidating trust to which all non-cash assets of the
Company will be transferred.
PAGE
<PAGE>
SCHEDULE D
TINICUM PARTNERS, L.P.
NO. OF SHARES PRICE
OF COMMON STOCK PER SHARE
TRADE DATE EXCHANGED("E") (including
commission)
06/06/96 89,070(E) *
NO. OF SHARES OF NEW
COMMON STOCK RECEIVED PRICE
IN EXCHANGE ("R") PER SHARE
TRADE DATE OR SOLD ("S") (including
commission)
06/06/96 66,802(R) *
06/07/96 5,800(S) $1.78
____________________
* On June 6, 1996, the Company announced that each
share of Common Stock will be exchanged for .75 shares of
New Common Stock, $3.64 in cash, and an interest in a
liquidating trust to which all non-cash assets of the
Company will be transferred.
PAGE
<PAGE>
SCHEDULE E
FARALLON CAPITAL MANAGEMENT INC.
NO. OF SHARES PRICE
OF COMMON STOCK PER SHARE
TRADE DATE EXCHANGED("E") (including
commission)
06/06/96 97,311(E) *
06/06/96 48,100(E) *
NO. OF SHARES OF NEW
COMMON STOCK RECEIVED PRICE
IN EXCHANGE ("R") PER SHARE
TRADE DATE OR SOLD ("S") (including
commission)
06/06/96 72,983(R) *
06/07/96 6,400(S) $1.78
06/06/96 36,075(R) *
06/07/96 3,200(S) $1.78
____________________
* On June 6, 1996, the Company announced that each
share of Common Stock will be exchanged for .75 shares of
New Common Stock, $3.64 in cash, and an interest in a
liquidating trust to which all non-cash assets of the
Company will be transferred.
