UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Ligand Pharmaceuticals Incorporated (LGND)
(Name of Issuer)
Common Stock, par value $.001 per share
(Title of Class of Securities)
CUSIP No. 53220K207
(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)
April 4, 1997
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the
subject of this Schedule 13D, and is filing this schedule
because of Rule 13d-1(b)(3) or (4), check the following
box .
Note: Six copies of this statement, including all
exhibits, should be filed with the Commission. See Rule
13d-1(a) for other parties to whom copies are to be
sent.
* The remainder of this cover page shall be filled out
for a reporting person's initial filing on this form with
respect to the subject class of securities, and for any
subsequent amendment containing information which would
alter 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. 53220K207
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Farallon Capital Partners, L.P.
2 Check the Appropriate Box if a Member of a Group*
(a)
(b) /x/
3 SEC Use Only
4 Source of Funds*
WC, 00
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization
California
Number of Shares Beneficially Owned By Each
Reporting Person With
7 Sole Voting Power
-0-
8 Shared Voting Power
529,994
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
529,994
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
529,994
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
1.6%
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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SCHEDULE 13D
CUSIP NO. 53220K207
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
668,182
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
668,182
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
668,182
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
2.0%
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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SCHEDULE 13D
CUSIP NO. 53220K207
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
187,934
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
187,934
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
187,934
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!
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SCHEDULE 13D
CUSIP NO. 53220K207
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Farallon Capital Institutional Partners III, 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
Delaware
Number of Shares Beneficially Owned By Each
Reporting Person With
7 Sole Voting Power
-0-
8 Shared Voting Power
37,000
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
37,000
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
37,000
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
0.1%
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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SCHEDULE 13D
CUSIP NO. 53220K207
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Tinicum Partners, L.P.
2 Check the Appropriate Box if a Member of a Group*
(a)
(b) /x/
3 SEC Use Only
4 Source of Funds*
WC, 00
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization
New York
Number of Shares Beneficially Owned By Each
Reporting Person With
7 Sole Voting Power
-0-
8 Shared Voting Power
93,800
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
93,800
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
93,800
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
0.3%
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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SCHEDULE 13D
CUSIP NO. 53220K207
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
285,110
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
285,110
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
285,110
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*
IA, 00
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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SCHEDULE 13D
CUSIP NO. 53220K207
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
1,517,090
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
1,517,090
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
1,517,090
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
4.5%
14 Type of Reporting Person*
00
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
<PAGE>
SCHEDULE 13D
CUSIP NO. 53220K207
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Enrique H. Boilini
2 Check the Appropriate Box if a Member of a Group*
(a)
(b) /x/
3 SEC Use Only
4 Source of Funds*
AF, 00
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization
Argentina
Number of Shares Beneficially Owned By Each
Reporting Person With
7 Sole Voting Power
-0-
8 Shared Voting Power
1,802,200
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
1,802,200
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
1,802,200
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
5.3%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP NO. 53220K207
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
David I. Cohen
2 Check the Appropriate Box if a Member of a Group*
(a)
(b) /x/
3 SEC Use Only
4 Source of Funds*
AF, 00
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization
South Africa
Number of Shares Beneficially Owned By Each
Reporting Person With
7 Sole Voting Power
-0-
8 Shared Voting Power
1,802,200
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
1,802,200
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
1,802,200
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
5.3%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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SCHEDULE 13D
CUSIP NO. 53220K207
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Joseph F. Downes
2 Check the Appropriate Box if a Member of a Group*
(a)
(b) /x/
3 SEC Use Only
4 Source of Funds*
AF, 00
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization
United States
Number of Shares Beneficially Owned By Each
Reporting Person With
7 Sole Voting Power
-0-
8 Shared Voting Power
1,802,200
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
1,802,200
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
1,802,200
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
5.3%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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<PAGE>
SCHEDULE 13D
CUSIP NO. 53220K207
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Fleur E. Fairman
2 Check the Appropriate Box if a Member of a Group*
(a)
(b) /x/
3 SEC Use Only
4 Source of Funds*
AF
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization
United States
Number of Shares Beneficially Owned By Each
Reporting Person With
7 Sole Voting Power
-0-
8 Shared Voting Power
1,517,090
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
1,517,090
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
1,517,090
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
4.5%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP NO. 53220K207
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Jason M. Fish
2 Check the Appropriate Box if a Member of a Group*
(a)
(b) /x/
3 SEC Use Only
4 Source of Funds*
AF, 00
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization
United States
Number of Shares Beneficially Owned By Each
Reporting Person With
7 Sole Voting Power
-0-
8 Shared Voting Power
1,802,200
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
1,802,200
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
1,802,200
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
5.3%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP NO. 53220K207
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Andrew B. Fremder
2 Check the Appropriate Box if a Member of a Group*
(a)
(b) /x/
3 SEC Use Only
4 Source of Funds*
AF, 00
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization
United States
Number of Shares Beneficially Owned By Each
Reporting Person With
7 Sole Voting Power
-0-
8 Shared Voting Power
1,802,200
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
1,802,200
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
1,802,200
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
5.3%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP NO. 53220K207
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
William F. Mellin
2 Check the Appropriate Box if a Member of a Group*
(a)
(b) /x/
3 SEC Use Only
4 Source of Funds*
AF, 00
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization
United States
Number of Shares Beneficially Owned By Each
Reporting Person With
7 Sole Voting Power
-0-
8 Shared Voting Power
1,802,200
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
1,802,200
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
1,802,200
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
5.3%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP NO. 53220K207
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Stephen L. Millham
2 Check the Appropriate Box if a Member of a Group*
(a)
(b) /x/
3 SEC Use Only
4 Source of Funds*
AF, 00
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization
United States
Number of Shares Beneficially Owned By Each
Reporting Person With
7 Sole Voting Power
-0-
8 Shared Voting Power
1,802,200
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
1,802,200
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
1,802,200
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
5.3%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP NO. 53220K207
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Meridee A. Moore
2 Check the Appropriate Box if a Member of a Group*
(a)
(b) /x/
3 SEC Use Only
4 Source of Funds*
AF, 00
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization
United States
Number of Shares Beneficially Owned By Each
Reporting Person With
7 Sole Voting Power
-0-
8 Shared Voting Power
1,802,200
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
1,802,200
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
1,802,200
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
5.3%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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SCHEDULE 13D
CUSIP NO. 53220K207
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
1,802,200
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
1,802,200
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
1,802,200
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
5.3%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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Item 1. Security and Issuers.
This statement relates to Shares of Common Stock,
par value $.001 per share (the "Shares"), of Ligand
Pharmaceuticals Incorporated (the "Company"). The
Reporting Persons (as defined below) do not directly own
any Shares. The Reporting Persons, however, may be
deemed to be the beneficial owner of certain Shares
through their ownership of certain Units issues jointly
by the Company and Allergan Ligand Retinoid Therapeutics,
Inc. ("Allergan"). Each Unit consists of one share of
callable common stock of Allergan and two warrants (each a
"Warrant"), each Warrant entitling the holder thereof to
purchase one Share. The Warrants are not exercisable
until June 4, 1997. Unless otherwise noted, all information
reported herein with regard to the Reporting Persons'
Share ownership is derived solely from such persons'
ownership of Warrants. The Company's principal offices
are located at 9393 Towne Center Drive, San Diego,
California 92121.
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)
Farallon Capital Institutional Partners III, L.P., a
Delaware limited partnership ("FCIP III"), with respect
to the Shares held by it, (v) Tinicum Partners, L.P., a
New York limited partnership ("Tinicum," collectively
with FCP, FCIP, FCIP II, and FCIP III, the "Partner-
ships"), with respect to the Shares held by it;
(vi) Farallon Capital Management, L.L.C., a Delaware
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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"); (vii) 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 (v) above; (viii) each of
Enrique H. Boilini ("Boilini"), David I. Cohen ("Cohen"),
Joseph F. Downes ("Downes"), Jason M. Fish ("Fish"),
Andrew B. Fremder ("Fremder"), William F. Mellin
("Mellin"), Stephen L. Millham ("Millham"), Meridee A.
Moore ("Moore") and Thomas F. Steyer ("Steyer"), with
respect to the Shares held by each of the entities named
in (i) through (vi) above; and (ix) Fleur E. Fairman
("Fairman") with respect to the Shares held by each of
the entities named in (i) through (v) above (FCP, FCIP,
FCIP II, FCIP III, Tinicum, FCMLLC, FPLLC, Boilini,
Cohen, Downes, Fairman, Fish, Fremder, Mellin, Millham,
Moore and Steyer shall collectively be referred to
hereafter as the "Reporting Persons").
The name, address, principal business, state of
organization, executive officers, directors and
controlling persons of FCMLLC and FPLLC are set forth on
Annex 1 hereto. The Shares reported hereby for FCP,
FCIP, FCIP II, FCIP III, Tinicum and the Managed Accounts
are subject to Warrants owned directly by such entities. Each of Boilini,
Cohen, Downes, Fish, Fremder, Mellin, Millham, Moore and
Steyer may be deemed, as managing members of FPLLC and
FCMLLC, to be the beneficial owner of all such Warrants
and the Shares related to such Warrants. Each of FPLLC and
Fairman, as a managing member of FPLLC, may be deemed to
be the beneficial owner of all such Warrants and the Shares related to such
Warrants other than the
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Warrants owned by the Managed Accounts and the
Shares related thereto. FCMLLC may be deemed to be the
beneficial owner of all such Warrants and the Shares related to
such Warrants owned by the Managed Accounts. Each of
FCMLLC, FPLLC, Boilini, Cohen, Downes, Fairman, Fish,
Fremder, Mellin, Millham, Moore and Steyer hereby disclaim
any beneficial ownership of any such Warrants and any such
related Shares.
(b) The address of the principal business and
principal office of (i) the Partnerships, FCMLLC and
FPLLC is One Maritime Plaza, Suite 1325, San Francisco,
California 94111, and (ii) Offshore is CITCO Building,
Wickhams Cay, P.O. Box 662, Road Town, Tortola, British
Virgin Islands.
(c) The principal business of each of the
Partnerships and Offshore is that of a private investment
fund engaging in the purchase and sale of investments for
its own account. The principal business of FPLLC is to
act as the general partner (the "General Partner") of the
Partnerships. The principal business of FCMLLC is that
of a registered investment adviser.
(d) None of the Partnerships, FCMLLC, FPLLC,
Offshore or any of the persons listed on Annex 1 hereto
has, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) None of the Partnerships, FCMLLC, FPLLC,
Offshore or any of the persons listed on Annex 1 hereto
has, during the last five years, been party to a civil
proceeding of a judicial or administrative body of
competent jurisdiction and, as a result of such proceeding,
was, or is subject to, a judgment, decree or final
order enjoining
PAGE
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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 Warrants currently trade as Units, each Unit consisting of one
share of callable common stock of Allergan and two Warrants, each Warrant
entitling the holder thereof to purchase one Share. For purposes of this
Schedule 13D, the net investment cost (including commission) has been
reported as a per Unit figure. The net investment cost (including
commission) is $4,486,550 for the 264,997 Units (corresponding to
529,994 Shares) held by FCP, $5,318,139 for the 334,091 Units
(corresponding to 668,182 Shares) held by FCIP, $1,514,873 for the
93,967 Units (corresponding to 187,934 Shares) held by FCIP II,
$580,887 for the 18,500 Units (corresponding to 37,000 Shares) held
by FCIP III, $838,656 for the 46,990 Units (corresponding to
93,980 Shares) held by Tinicum and $2,864,868 for the 142,555
Units (corresponding to 285,110 Shares) held by the Managed Accounts.
The consideration for such acquisitions was obtained
as follows: (i) with respect to FCIP, FCIP II, and FCIP
III, from working capital; (ii) with respect to the
Managed Accounts, from the working capital of each
Managed Account and/or from borrowings pursuant to margin
accounts maintained by some of the Managed Accounts at
Goldman Sachs & Co.; and (iii) with respect to FCP and
Tinicum, from working capital, from borrowings pursuant
to margin accounts maintained by FCP and Tinicum at
Goldman Sachs & Co. and/or from borrowings pursuant to
separate revolving credit agreements (the "Credit
Agreements") entered into by each of FCP and Tinicum with
ING (U.S.) Capital Corporation ("ING"). FCP, Tinicum
and some of the Managed Accounts hold certain
PAGE
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securities in their respective margin accounts at Goldman Sachs &
Co., and the accounts may from time to time have debit
balances. It is not possible to determine the amount of
borrowings, if any, used to acquire the Shares.
Item 4. Purpose of the Transaction.
The purpose of the acquisition of the Units (and the corresponding
Warrants and Shares) is for investment, and the purchases 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 from time to time and may dispose
of any or all of the Units (and the corresponding Warrants and
Shares) held by it at any time. As disclosed in Items 5 and 6
below, the Reporting Persons have placed certain short sales
with regard to the Shares and may, in the future, purchase
Shares in order to fill the existing or additional short
sale arrangements. Except to the extent the foregoing
may be deemed to be a plan or proposal, none of the
Reporting Persons 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 the
instructions to Item 4 of Schedule 13D.
The Reporting Persons may, at any time and from time
to time, review or reconsider their position and
formulate 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
is calculated based upon a total of 32,544,634 Shares
outstanding (such figure is the sum of (i)
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the 32,014,640 Shares outstanding as of February 28, 1997
as reported by the Company in its Form 10K for the period
ended December 31, 1996 and (ii) the 529,994 Shares of
which the Reporting Person may be deemed to be the
beneficial owner through its ownership of Warrants).
(c) The trading dates, number of Units
(and corresponding Shares) purchased or sold
and the price per Unit (and per Share) for all
purchases and sales in the past 60 days are
set forth on Schedule A hereto and are incorporated
herein by reference. The trading date, number of Shares
shorted and the price for all short sales of the Shares
in the past 60 days are set forth on Schedule A hereto
and are incorporated herein by reference. All of such
transactions were open-market transactions.
(d) FPLLC as General Partner has the
power to direct the affairs of FCP, including
the disposition of the proceeds of the sale
of the Units, Warrants and/or Shares. Steyer is the
senior managing member of FPLLC and Boilini,
Cohen, Downes, Fairman, Fish, Fremder, Mellin, Millham
and Moore are managing members of FPLLC.
(e) Not applicable.
B. Farallon Capital Institutional Partners, L.P.
(a),(b) The information set forth in Rows
7, 8, 9, 10, 11 and 13 of the cover page hereto for FCIP
is incorporated herein by reference. The percentage amount set forth in
Row 13 of such cover page is calculated based upon a total of
32,682,822 Shares outstanding (such figure is the sum of (i)
the 32,014,640 Shares outstanding as of February 28, 1997 as reported
by the Company in its Form 10K for the period ended December 31,
1996 and (ii) the 668,182 Shares of which the Reporting Person may be
deemed to be the beneficial owner through its ownership of Warrants).
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(c) The trading dates, number of Units (and
corresponding Shares) purchased or sold and the
price per Unit (and per Share) for all
purchases and sales in the past 60 days are
set forth on Schedule B hereto and are incorporated
herein by reference. The trading date, number of Shares
shorted and the price for all short sales of the Shares
in the past 60 days are set forth on Schedule B hereto
and are incorporated herein by reference. All of
such transactions were open-market transactions.
(d) FPLLC as General Partner has the
power to direct the affairs of FCIP, including
the disposition of the proceeds of the sale
of the Units, Warrants and/or Shares. Steyer is the senior
managing member of FPLLC and Boilini, Cohen,
Downes, Fairman, Fish, Fremder, Mellin, Millham and
Moore are managing members of FPLLC.
(e) Not applicable.
C. Farallon Capital Institutional Partners II, L.P.
(a),(b) The information set forth in Rows
7, 8, 9, 10, 11 and 13 of the cover page hereto for FCIP
II is incorporated herein by reference. The percentage amount
set forth in Row 13 of such cover page is calculated based upon
a total of 32,202,574 Shares outstanding (such figure is
the sum of (i) the 32,014,640 Shares outstanding as of February 28,
1997 as reported by the Company in its Form 10K of the period ended
December 31, 1996 and (ii) the 187,934 Shares of which the Reporting
Person may be deemed to be the beneficial owner through its ownership
of Warrants).
(c) The trading dates, number of Units (and
corresponding Shares) purchased or sold and the price
per Unit (and per Share) for all purchases and sales in the
past 60 days are set forth on Schedule C hereto and are
incorporated herein by reference. The trading date,
number of Shares shorted and the price for all short
sales of 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) FPLLC as General Partner has the
power to direct the affairs of FCIP II, including
the disposition of the proceeds of the sale of the
Units, Warrants and/or Shares. Steyer is the senior managing
member of FPLLC and Boilini, Cohen, Downes, Fairman, Fish,
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Fremder, Mellin, Millham and Moore are managing members of FPLLC.
(e) Not applicable.
D. Farallon Capital Institutional Partners III, L.P.
(a), (b) The information set forth in Rows
7, 8, 9, 10, 11 and 13 of the cover page hereto for FCIP
III is incorporated herein by reference. The percentage amount set
forth in Row 13 of such cover page is calculated based upon a total
of 32,051,640 Shares outstanding (such figure is the sum of
(i) the 32,014,640 Shares outstanding as of February 28, 1997
as reported by the Company in its Form 10K for the period ended
December 31, 1996 and (ii) the 37,000 Shares of which the Reporting
Person may be deemed to be the beneficial owners through its
ownership of Warrants).
(c) The trading dates, number of Units (and
corresponding Shares) purchased or sold and the price
per Unit (and per Share) for all purchases and sales in
the past 60 days are set forth on Schedule D hereto
and are incorporated herein by reference. The trading
date, number of Shares shorted and the price for all
short sales of the Shares in the past 60 days are set
forth on Schedule D hereto and are incorporated herein
by reference. All of such transactions were open-market
transactions.
(d) FPLLC as General Partner has the
power to direct the affairs of FCIP III, including the
disposition of the proceeds of the sale of the Units,
Warrants and/or Shares. Steyer is the senior managing
member of FPLLC and Boilini, Cohen, Downes, Fairman,
Fish, Fremder, Mellin, Millham and Moore are managing
members of FPLLC.
(e) Not applicable.
E. 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. The percentage amount set
forth in Row 13 of such cover page is calculated based upon
a total of 32,108,440 Shares outstanding (such figure is the sum of
(i) the 32,014,640 Shares outstanding as of February 28, 1997
as reported by the Company in its Form 10K for the period
PAGE
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ended December 31, 1996 and (ii) the 93,800 Shares of
which the Reporting Person may be deemed to be the
beneficial owner through its ownership of Warrants).
(c) The trading dates, number of Units (and
corresponding Shares) purchased or sold and the
price per Unit (and per Share) for all purchases and
sales in the past 60 days are set forth on Schedule E
hereto and are incorporated herein by reference.
The trading date, number of Shares shorted and the
price for all short sales of the Shares in the past 60
days are set forth on Schedule E hereto and are
incorporated herein by reference. All of such
transactions were open-market transactions.
(d) FPLLC as General Partner has the
power to direct the affairs of Tinicum, including
the disposition of the proceeds of the sale of the
Units, Warrants and/or Shares. Steyer is the senior managing
member of FPLLC and Boilini, Cohen, Downes, Fairman, Fish, Fremder,
Mellin, Millham and Moore are managing members of FPLLC.
(e) Not applicable.
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 herein for
FCMLLC is incorporated herein by reference. The percentage
amount set forth in Row 13 of such cover page is calculated based upon
a total of 32,299,750 Shares outstanding (such figure is
the sum of (i) the 32,014,640 Shares outstanding as of February 28,
1997 as reported by the Company in its Form 10K for the period
ended December 31, 1996 and (ii) the 285,110 Shares of which
the Reporting Person may be deemed to be the beneficial owner
through the ownership of Warrants by the Managed Accounts).
(c) The trading dates, number of Units (and
corresponding Shares) purchased or sold and the
price per Unit (and per Share) for all purchases and
sales in the past 60 days are set forth on Schedule F hereto
and are incorporated herein by reference. The trading
date, number of Shares shorted and the price for all
short sales of the Shares in the past 60 days are set
forth on Schedule F hereto and are incorporated
herein by reference. All of such transactions were
open-market transactions.
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(d) FCMLLC, as an investment adviser, has
the power to direct the disposition of the proceeds of
the sale of the Units, Warrants and/or Shares held by
the Managed Accounts. Steyer is the senior managing
member of FCMLLC, and Boilini, Cohen, Downes,
Fish, Fremder, Millham, Mellin, and 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. The percentage amount
set forth in row 13 of such cover page is calculated based upon a
total of 33,531,730 Shares outstanding (such figure is the sum of
(i) the 32,014,640 Shares outstanding as of February 28, 1997
as reported by the Company in its Form 10K for the period ended
December 31, 1996 and (ii) the 1,517,090 Shares of which the Reporting
Person may be deemed to be the beneficial owner through the
Partnerships' ownership of Warrants).
(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 Units, Warrants and/or Shares. Steyer is the senior
managing member of FPLLC and Boilini, Cohen,
Downes, Fairman, Fish, Fremder, Mellin, Millham
and Moore are managing members of FPLLC.
(e) Not applicable.
H. Enrique H. Boilini
PAGE
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(a),(b) The information set forth in Rows
7, 8, 9, 10, 11 and 13 of the cover page hereto for
Boilini is incorporated herein by reference. The percentage
amount set forth in Row 13 of such cover page is calculated based
upon a total of 33,819,041 Shares outstanding (such figure is
the sum of (i) the 32,014,640 Shares outstanding as of February 28,
1997 as reported by the Company in its Form 10K for the period
ended December 31, 1996 and (ii) the 1,802,200 Shares of which the
Reporting Person may be deemed to be the beneficial owner through
the Partnerships' and the Managed Accounts' ownership of Warrants).
(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 Units,
Warrants and/or Shares. FCMLLC, as an investment adviser,
has the power to direct the disposition of the proceeds of the sale
of Units, Warrants and/or Shares held by the Managed Accounts.
Boilini is a managing member of FCMLLC and FPLLC.
(e) Not applicable.
I. 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. The percentage amount set forth in
Row 13 of such cover page is calculated based upon a total of
33,819,041 Shares outstanding (such figure is the sum of (i)
the 32,014,640 Shares outstanding as of February 28, 1997 as
reported by the Company in its Form 10K for the period ended
December 31, 1996 and (ii) the 1,802,200 Shares of which the Reporting
Person may be deemed to be the beneficial owner through the
Partnerships' and the Managed Accounts' ownership of Warrants).
(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 Units,
Warrants and/or Shares. FCMLLC, as an investment adviser, has the power
to direct the disposition of the proceeds of
PAGE
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the sale of the Units, Warrants and/or Shares held by the
Managed Accounts. Cohen is a managing member of
FCMLLC and FPLLC.
(e) Not applicable.
J. 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. The percentage
amount set forth in Row 13 of such cover page is calculated
based upon a total of 33,819,041 Shares outstanding (such
figure is the sum of (i) the 32,014,640 Shares outstanding as of
February 28, 1997 as reported by the Company in its form 10K
for the period ended December 31, 1996 and (ii) the 1,802,200
Shares of which the Reporting Person may be deemed to be the
beneficial owner through the Partnerships' and the Managed
Accounts' ownership of Warrants).
(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 Units,
Warrants and/or Shares. FCMLLC, as an investment adviser,
has the power to direct the disposition of the proceeds
of the sale of the Units, Warrants and/or Shares held
by the Managed Accounts. Downes is a
managing member of FCMLLC and FPLLC.
(e) Not applicable.
K. 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. The percentage
amount set forth in row 13 of such cover page is calculated
based upon a total of 33,531,730 Shares outstanding (such
figure is the sum of (i) the 32,014,640 Shares outstanding as of
February 28, 1997 as reported by the Company in its Form 10K
for the period ended December 31, 1996 and (ii) the 1,517,890
Shares of which the Reporting Person may be deemed to be the
beneficial owner through the Partnerships' ownership of Warrants).
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(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 Units, Warrants and/or Shares. Fairman is a
managing member of FPLLC.
(e) Not applicable.
L. 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. The percentage amount set forth in
Row 13 of such cover page is calculated based upon a total of
33,819,041 Shares outstanding (such figure is the sum of (i)
the 32,014,640 Shares outstanding as of February 28, 1997 as reported
by the Company in its Form 10K for the period ended December 31, 1996
and (ii) the 1,802,200 Shares of which the Reporting Person may
be deemed to be the beneficial owner through the Partnerships'
and the Managed Accounts' ownership of Warrants).
(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 Units,
Warrants and/or Shares. FCMLLC, as an investment adviser,
has the power to direct the disposition of the proceeds of the sale
of Units, Warrants and/or Shares held by the Managed Accounts.
Fish is a managing member of FCMLLC and FPLLC.
(e) Not applicable.
M. 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. The percentage amount set
forth in Row 13 of such cover page is calculated based upon a total of
33,819,041 Shares outstanding (such figure is the sum of (i) the
32,014,640 Shares outstanding as of February 28, 1997 as reported
by the Company in its Form 10K for the period ended December 31, 1996
and (ii) the 1,802,200 Shares of which the Reporting Person may be
deemed to be the
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beneficial owner through the Partnerships' and the
Managed Accounts' ownership of Warrants).
(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
Units, Warrants and/or Shares. FCMLLC, as an investment
adviser, has the power to direct the disposition of the
proceeds of the sale of the Units, Warrants and/or Shares
held by the Managed Accounts. Fremder is
a managing member of FCMLLC and FPLLC.
(e) Not applicable.
N. 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. The percentage amount
set forth in Row 13 of such cover page is calculated based upon
a total of 33,819,041 Shares outstanding (such figure is the sum of
(i) the 32,014,640 Shares outstanding as of February 28, 1997 as
reported by the Company in its Form 10K for the period ended
December 31, 1996 and (ii) the 1,802,200 Shares of which the Reporting
Person may be deemed to be the beneficial owner through the Partnerships'
and the Managed Accounts' ownership of Warrants).
(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 Units, Warrants
and/or Shares. FCMLLC, as an investment adviser, has the power
to direct the disposition of the proceeds of the sale
of the Units, Warrants and/or Shares held by the Managed Accounts.
Mellin is a managing member of FCMLLC and FPLLC.
(e) Not applicable.
O. 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. The percentage amount
set forth in Row 13 of
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such cover page is calculated based upon a total of 33,819,041
Shares outstanding (such figure is the sum of (i)
the 32,014,640 Shares outstanding as of February 28, 1997
as reported by the Company in its Form 10K for the period
ended December 31, 1996 and (ii) the 1,802,200 Shares of
which the Reporting Person may be deemed to be the beneficial
owner through the Partnerships' and the Managed Accounts'
ownership of Warrants).
(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 Units, Warrants
and/or Shares. FCMLLC, as an investment adviser, has the power
to direct the disposition of the proceeds of the sale
of the Units, Warrants and/or Shares held by the Managed Accounts.
Millham is a managing member of FCMLLC and FPLLC.
(e) Not applicable.
P. 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. The percentage amount set
forth in Row 13 of such cover page is calculated based upon a
total of 33,819,041 Shares outstanding (such figure is the sum of (i)
the 32,014,640 Shares outstanding as of February 28, 1997 as
reported by the Company in its Form 10K for the period ended
December 31, 1996 and (ii) the 1,802,200 Shares of which the
Reporting Person may be deemed to be the beneficial owner
through the Partnerships' and the Managed Accounts' ownership
of Warrants).
(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 Units, Warrants
and/or Shares. FCMLLC, as an investment adviser, has the power
to direct the disposition of the proceeds of the sale
of the Units, Warrants and/or Shares held by the Managed Accounts.
Moore is a managing member of FCMLLC and FPLLC.
(e) Not applicable.
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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. The percentage amount
set forth in Row 13 of such cover page is calculated based upon
a total of 33,819,041 Shares outstanding (such figure is the sum of (i)
the 32,014,640 Shares outstanding as of February 28, 1997 as
reported by the Company in its Form 10K for the period ended
December 31, 1996 and (ii) the 1,802,200 Shares of which the
Reporting Person may be deemed to be the beneficial owner
through the Partnerships' and the Managed Accounts' ownership
of Warrants).
(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 Units, Warrants
and/or Shares. FCMLLC, as an investment adviser, has the power
to direct the disposition of the proceeds of the sale
of the Units, Warrants and/or Shares held by the Managed Accounts.
Steyer is the senior managing member of FCMLLC and FPLLC.
(e) Not applicable.
The Shares reported hereby for FCP,
FCIP, FCIP II, FCIP III, Tinicum and the Managed Accounts
are subject to Warrants owned directly by such entities. Each of
Boilini, Cohen, Downes, Fish, Fremder, Mellin, Millham, Moore
and Steyer may be deemed, as managing members of FPLLC and
FCMLLC, to be the beneficial owner of all such Warrants
and the Shares related to such Warrants. Each of FPLLC and
Fairman, as a managing member of FPLLC, may be deemed to
be the beneficial owner of all such Warrants and the
Shares related to such Warrants other than the Warrants owned by the
Managed Accounts and the Shares related thereto. FCMLLC may be
deemed to be the beneficial owner of all such Warrants and the
Shares related to such Warrants owned by the Managed Accounts.
Each of FCMLLC, FPLLC, Boilini, Cohen, Downes, Fairman,
Fish, Fremder, Mellin, Millham, Moore and Steyer hereby disclaim
any beneficial ownership of any such Warrants and any such related Shares.
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the Issuer.
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The Reporting Persons have entered into certain
short sale arrangements pursuant to which the Reporting Persons
have agreed to sell, in the aggregate, 945,500 Shares at prices
ranging from $11.75 to $12.50 if demand for such Shares is made.
Except as described above, there are no
contracts, arrangements, understandings or relationships (legal or
otherwise) among the Reporting Persons or between such
persons and any other person with respect to any securities
of the Company, including but not limited to transfer or
voting of any security of the Company, finder's fees,
joint ventures, loan or option arrangements, puts or calls,
guarantees of profits, divisions of profits or loss, or
the giving or withholding of proxies.
Item 7. Materials to be Filed as Exhibits.
There is filed herewith as Exhibit 1 a written
agreement relating to the filing of joint acquisition
statements as required by Rule 13d-1(f)(1) under the
Securities Exchange Act of 1934, as amended.
<PAGE>
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of our
knowledge and belief, the undersigned certify that the
information set forth in this statement is true, complete
and correct.
Dated: April 14, 1997
/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., FARALLON CAPITAL
INSTITUTIONAL PARTNERS III,
L.P. and TINICUM PARTNERS, L.P.
By Thomas F. Steyer,
Senior Managing Member
/s/ Thomas F. Steyer
FARALLON CAPITAL MANAGEMENT, L.L.C.
By Thomas F. Steyer,
Senior Managing Member
/s/ Thomas F. Steyer
Thomas F. Steyer,
individually and as
attorney-in-fact for each
of Enrique H. Boilini, David I.
Cohen, Joseph F. Downes,
Fleur E. Fairman, Jason M. Fish,
Andrew B. Fremder, William
F. Mellin, Stephen L.
Millham, and Meridee A. Moore.
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ANNEX 1
Set forth below with respect to FCMLLC and FPLLC is
the following: (a) name; (b) address; (c) principal
business; (d) state of organization; and (e) controlling
persons. Set forth below, with respect to each managing
member of FCMLLC and FPLLC, is the following: (a) name;
(b) business address; (c) principal occupation; and
(d) citizenship.
1. (a) Farallon Capital Management, L.L.C.
(b) One Maritime Plaza, Suite 1325
San Francisco, CA 94111
(c) Serves as investment adviser to various
managed accounts
(d) Delaware limited liability company
(e) Managing Members: Thomas F. Steyer, Se-
nior Managing Member; David I. Cohen,
Joseph H. Downes, Jason M. Fish, Andrew
B. Fremder, William F. Mellin, Stephen L.
Millham and Meridee A. Moore, Managing
Members.
2. (a) Farallon Partners, L.L.C.
(b) c/o Farallon Capital Management, L.L.C.
One Maritime Plaza, Suite 1325
San Francisco, CA 94111
(c) Serves as general partner to investment
partnerships
(d) Delaware limited liability company
(e) Managing Members: Thomas F. Steyer,
Senior Managing Member; Enrique H. Boilini,
David I. Cohen, Joseph H. Downes, Fleur E.
Fairman, Jason M. Fish, Andrew B. Fremder,
William F. Mellin, Stephen L. Millham and
Meridee A. Moore, Managing Members.
3. (a) Enrique H. Boilini
(b) c/o Farallon Capital Management, L.L.C.
75 Holly Hill Lane
Greenwich, CT 06830
(c) Managing Member of Farallon
Partners,L.L.C.; Managing Member of
Farallon Capital Management, L.L.C.
(d) Argentinean Citizen
4. (a) David I. Cohen
(b) c/o Farallon Capital Management, L.L.C.
One Maritime Plaza, Suite 1325
San Francisco, CA 94111
(c) Managing Member of Farallon
Partners,L.L.C.; Managing Member of
Farallon Capital Management, L.L.C.
(d) South African Citizen
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5. (a) Joseph F. Downes
(b) c/o Farallon Capital Management, L.L.C.
One Maritime Plaza, Suite 1325
San Francisco, CA 94111
(c) Managing Member of Farallon Partners,
L.L.C.; Managing Member of Farallon Capi-
tal Management, L.L.C.
(d) United States Citizen
6. (a) Fleur E. Fairman
(b) 993 Park Avenue
New York, New York 10028
(c) Managing Member of Farallon Partners,
L.L.C.
(d) United States Citizen
7. (a) Jason M. Fish
(b) c/o Farallon Capital Management, L.L.C.
One Maritime Plaza, Suite 1325
San Francisco, CA 94111
(c) Managing Member of Farallon Partners,
L.L.C.; Managing Member of Farallon Capi-
tal Management, L.L.C.
(d) United States Citizen
8. (a) Andrew B. Fremder
(b) c/o Farallon Capital Management, L.L.C.
One Maritime Plaza, Suite 1325
San Francisco, CA 94111
(c) Managing Member of Farallon
Partners,L.L.C.; Managing Member of
Farallon Capital Management, L.L.C.
(d) United States Citizen
9. (a) William F. Mellin
(b) c/o Farallon Capital Management, L.L.C.
One Maritime Plaza, Suite 1325
San Francisco, CA 94111
(c) Managing Member of Farallon Partners,
L.L.C.; Managing Member of Farallon Capi-
tal Management, L.L.C.
(d) United States Citizen
10. (a) Stephen L. Millham
(b) c/o Farallon Capital Management, L.L.C.
One Maritime Plaza, Suite 1325
San Francisco, CA 94111
(c) Managing Member of Farallon Partners,
L.L.C.; Managing Member of Farallon Capi-
tal Management, L.L.C.
(d) United States Citizen
PAGE
<PAGE>
11. (a) Meridee A. Moore
(b) c/o Farallon Capital Management, L.L.C.
One Maritime Plaza, Suite 1325
San Francisco, CA 94111
(c) Managing Member of Farallon Partners,
L.L.C.; Managing Member of Farallon Capi-
tal Management, L.L.C.
(d) United States Citizen
12. (a) Thomas F. Steyer
(b) c/o Farallon Capital Management, L.L.C.
One Maritime Plaza, Suite 1325
San Francisco, CA 94111
(c) Senior Managing Member of Farallon Part-
ners, L.L.C.; Senior Managing Member of
Farallon Capital Management, L.L.C.
(d) United States Citizen
PAGE
<PAGE>
EXHIBIT 1
to
SCHEDULE 13D
JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13D-(f)(1)
The undersigned acknowledge and agree that the
foregoing statement on Schedule 13D is filed on behalf of
each of the undersigned and that all subsequent amend-
ments to this statement on Schedule 13D shall be filed on
behalf of each of the undersigned without the necessity
of filing additional joint acquisition statements. The
undersigned acknowledge that each shall be responsible
for the timely filing of such amendments, and for the
completeness and accuracy of the information concerning
him, her or it contained therein, but shall not be
responsible for the completeness and accuracy of the
information concerning the other entities or persons,
except to the extent that he, she or it knows or has
reason to believe that such information is inaccurate.
Dated: April 14, 1997
/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.,
FARALLON CAPITAL INSTITUTIONAL
PARTNERS III, L.P., and
TINICUM PARTNERS, L.P.
By Thomas F. Steyer,
Senior Managing Member
/s/ Thomas F. Steyer
FARALLON CAPITAL MANAGEMENT, L.L.C.
By Thomas F. Steyer,
Senior Managing Member
/s/ Thomas F. Steyer
Thomas F. Steyer,
individually and as attorney-in-fact
for each of Enrique H. Boilini, David
I. Cohen, Joseph F. Downes, Fleur E.
Fairman, Jason M. Fish, Andrew B.
Fremder, William F. Mellin, Stephen
L. Millham, and Meridee A. Moore.
<PAGE>
<PAGE>
SCHEDULE A
FARALLON CAPITAL PARTNERS, L.P.
WARRANT-RELATED SHARE INFORMATION:
NO. OF UNITS PRICE
TRADE DATE PURCHASED PER UNIT
(including
commission)
03/03/97 6,400 $31.00
03/04/97 2,500 $31.12
Which Corresponds To
NO. OF SHARES PRICE
TRADE DATE PURCHASED PER SHARE <1>
(including
commission)
03/03/97 12,800 $15.50
03/04/97 5,000 $15.56
SHORT SALE INFORMATION:
NO. OF SHARES PRICE
TRADE DATE SHORTED PER SHARE
02/27/97 1,000 $11.75
03/03/97 9,600 $12.25
03/04/97 2,500 $12.50
<1> As the Warrants currently trade as a Unit, together with shares
of callable common stock of Allergan, the reported price is based on the Unit
price. Each Unit consists of one share of Allergan callable common stock
and two Warrants, each exercisable for one Share. For purposes of this
Schedule 13D, the per Share price has been derived by attributing
all of the Unit price equally between the two related Shares.
<PAGE>
<PAGE>
SCHEDULE B
FARALLON CAPITAL INSTITUTIONAL PARTNERS, L.P.
WARRANT-RELATED SHARE INFORMATION:
NO. OF UNITS PRICE
TRADE DATE PURCHASED PER UNIT
(including
commission)
03/03/97 5,600 $31.00
03/04/97 2,200 $31.12
Which Corresponds To
NO. OF SHARES PRICE
TRADE DATE PURCHASED PER SHARE
(including
commission)
03/03/97 11,200 $15.50
03/04/97 4,400 $15.56
SHORT SALE INFORMATION:
NO. OF SHARES PRICE
TRADE DATE SHORTED PER SHARE
02/27/97 2,000 $11.75
03/03/97 8,400 $12.25
03/04/97 2,200 $12.50
<1> As the Warrants currently trade as a Unit, together with shares
of callable common stock of Allergan, the reported price is based
on the Unit price. Each Unit consists of one share of Allergan
callable common stock and two Warrants, each exercisable for
one Share. For purposes of this Schedule 13D, the per Share
price has been derived by attributing all of the Unit price
equally between the two related Shares.
PAGE
<PAGE>
SCHEDULE C
FARALLON CAPITAL INSTITUTIONAL PARTNERS II, L.P.
WARRANT-RELATED SHARE INFORMATION:
NO. OF UNITS PRICE
TRADE DATE PURCHASED PER UNIT
(including
commission)
03/03/97 1,600 $31.00
03/04/97 500 $31.12
Which Corresponds To
NO. OF SHARES PRICE
TRADE DATE PURCHASED PER SHARE <1>
(including
commission)
03/03/97 3,200 $15.50
03/04/97 1,000 $15.56
SHORT SALE INFORMATION:
NO. OF SHARES PRICE
TRADE DATE SHORTED PER SHARE
03/03/97 2,400 $12.25
03/04/97 500 $12.50
<1> As the Warrants currently trade as a Unit, together with shares
of callable common stock of Allergan, the reported price is based on the Unit
price. Each Unit consists of one share of Allergan callable common
stock and two Warrants, each exercisable for one Share. For purposes of
this Schedule 13D, the per Share price has been derived by
attributing all of the Unit price equally between the two related Shares.
<PAGE>
<PAGE>
SCHEDULE D
FARALLON CAPITAL INSTITUTIONAL PARTNERS III, L.P.
WARRANT-RELATED SHARE INFORMATION:
NO. OF UNITS PRICE
TRADE DATE PURCHASED PER UNIT
(including
commission)
03/03/97 400 $31.00
03/04/97 100 $31.12
Which Corresponds To
NO. OF SHARES PRICE
TRADE DATE PURCHASED PER SHARE <1>
(including
commission)
03/03/97 800 $15.50
03/04/97 200 $15.56
SHORT SALE INFORMATION:
NO. OF SHARES PRICE
TRADE DATE SHORTED PER SHARE
02/27/97 12,000 $11.75
03/03/97 600 $12.25
03/04/97 100 $12.50
<1> As the Warrants currently trade as a Unit, together with shares
of callable common stock of Allergan, the reported price is based on the Unit
price. Each Unit consists of one share of Allergan callable common
stock and two Warrants, each exercisable for one Share. For purposes
of this Schedule 13D, the per Share price has been derived by
attributing all of the Unit price equally between the two related Shares.
PAGE
<PAGE>
SCHEDULE E
TINICUM PARTNERS, L.P.
WARRANT-RELATED SHARE INFORMATION:
NO. OF UNITS PRICE
TRADE DATE PURCHASED PER UNIT
(including
commission)
03/03/94 800 $31.00
03/04/97 500 $31.12
Which Corresponds To
NO. OF SHARES PRICE
TRADE DATE PURCHASED PER SHARE <1>
(including
commission)
03/03/97 1,600 $15.50
03/04/97 1,000 $15.56
SHORT SALE INFORMATION:
NO. OF SHARES PRICE
TRADE DATE SHORTED PER SHARE
03/03/97 1,200 $12.25
03/04/97 500 $12.50
<1> As the Warrants currently trade as a Unit, together with shares
of callable common stock of Allergan, the reported price is based on the Unit
price. Each Unit consists of one share of Allergan callable common
stock and two Warrants, each exercisable for one Share. For purposes
of this Schedule 13D, the per Share price has been derived by
attributing all of the Unit price equally between the two related Shares.
PAGE
<PAGE>
SCHEDULE F
FARALLON CAPITAL MANAGEMENT, L.L.C.
WARRANT-RELATED SHARE INFORMATION:
NO. OF UNITS PRICE
TRADE DATE PURCHASED PER UNIT
(including
commission)
03/03/97 3,600 $31.00
03/04/97 2,600 $31.12
03/03/97 200 $31.00
03/04/97 100 $31.12
03/03/97 1,400 $31.00
03/04/97 500 $31.12
Which Corresponds To
NO. OF SHARES PRICE
TRADE DATE PURCHASED PER SHARE <1>
(including
commission)
03/03/97 7,200 $15.50
03/04/97 5,200 $15.56
03/03/97 400 $15.50
03/04/97 200 $15.56
03/03/97 2,800 $15.50
03/04/97 1,000 $15.56
SHORT SALE INFORMATION:
NO. OF SHARES PRICE
TRADE DATE SHORTED PER SHARE
03/03/97 5,400 $12.25
03/04/97 2,600 $12.50
03/03/97 300 $12.25
03/04/97 100 $12.50
03/03/97 2,100 $12.25
03/04/97 500 $12.50
<1> As the Warrants currently trade as a Unit, together with shares
of callable common stock of Allergan, the reported price is based on the Unit
price. Each Unit consists of one share of Allergan calable common
stock and two Warrants, each exercisable for one Share. For purposes
of this Schedule 13D, the per Share price has been derived by
attributing all of the Unit price equally between the two related
Shares.
<PAGE>
