UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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)
November 24, 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
577,694
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
577,694
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
577,694
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!
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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
694,982
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
694,982
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
694,982
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
1.9%
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 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
190,534
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
190,534
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
190,534
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
0.5%
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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SCHEDULE 13D
CUSIP NO. 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
42,400
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
42,400
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
42,400
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
0.1%
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
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
101,980
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
101,980
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
101,980
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
328,110
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
328,110
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
328,110
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
1,607,590
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
1,607,590
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
1,607,590
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
4.3%
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
1,935,700
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
1,935,700
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
1,935,700
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
5.1%
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
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
1,935,700
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
1,935,700
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
1,935,700
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
5.1%
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
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
1,935,700
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
1,935,700
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
1,935,700
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
5.1%
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
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
1,607,590
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
1,607,590
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
1,607,590
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
4.3%
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
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
1,935,700
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
1,935,700
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
1,935,700
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
5.1%
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
1,935,700
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
1,935,700
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
1,935,700
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
5.1%
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
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
1,935,700
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
1,935,700
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
1,935,700
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
5.1%
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
1,935,700
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
1,935,700
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
1,935,700
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
5.1%
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
1,935,700
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
1,935,700
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
1,935,700
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
5.1%
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
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
1,935,700
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
1,935,700
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
1,935,700
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
5.1%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
<PAGE>
This Amendment No. 1 to Schedule 13D amends
the Schedule 13D initially filed on April 15, 1997
(collectively with all amendments thereto, the "Schedule
13D").
Item 1. Security and Issuer
Item 1 of the Schedule 13D is amended and
restated in its entirety as follows:
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 warrants issued
by the Company (the "Warrants"),
each Warrant being exercisable for one Share.
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
Item 2 of the Schedule 13D is 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 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 "Partnerships"),
with respect to the Shares held by it;
(vi) Farallon Capital Management, L.L.C., a Delaware
limited liability company ("FCMLLC"), with respect to the
Shares held by Farallon Capital Offshore Investors, Inc.,
PAGE
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a British Virgin Islands corporation ("Offshore"), and
certain other accounts managed by FCMLLC (together with
Offshore, the "Managed Accounts"<1>); (vii) Farallon
Partners, L.L.C., a Delaware limited liability company
("FPLLC"), with respect to the Shares held by each of
the Partnerships; (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 Partnerships and the
Managed Accounts; and (ix) Fleur E. Fairman
("Fairman") with respect to the Shares held by each of
the Partnerships (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 the Partnerships and FCMLLC
on behalf of the Managed Accounts are subject
of 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 owned by the
Partnerships and the Shares related thereto.
FCMLLC may be deemed to be the beneficial
owner of all such Warrants owned by the
Managed Accounts and the Shares related
thereto. Each of FCMLLC, FPLLC,
<1>Of the Shares reported by FCMLLC on behalf of
the Managed Accounts, The Absolute Return Fund of
The Common Fund, a non-profit corporation whose
principal address is 450 Post Road East, Westport,
Connecticut, 06881, holds 59,380 Shares (equal to
0.2% of the total Shares currently outstanding assuming
exercise of the Warrants held by the Absolute Return
Fund of the Common Fund.)
PAGE
<PAGE>
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 Craigmuir
Chambers, P.O. Box 71, 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 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.
Item 3 of the Schedule 13D is amended and
supplemented as follows:
Until June 4, 1997, the Warrants traded as
part of a Unit comprised of two Warrants and one
share of common stock of Allergan Ligand
Pharmaceuticals, Inc. ("Allergan"). Prior to
such date, the Reporting
Persons acquired additional Warrants through
the purchase of such Units. For purposes of this
Schedule 13D, all of the cost of the Unit has
been attributed to the corresponding
PAGE
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Shares. The
net investment cost (including commissions) is
$646,181 for the 24,100 Units (and corresponding
to 48,200 Shares) acquired by FCP since the
filing of the prior Schedule 13D, $359,287 for
the 13,400 Units (corresponding to 26,800 Shares)
acquired by FCIP since the filing of the prior
Schedule 13D, $34,856 for the 1,300 Units
(corresponding to 2,600 Shares) acquired by
FCIP II since the filing of the prior Schedule
13D, $72,394 for the 2,700 Units (corresponding
to 5,400 Shares) acquired by FCIP III since the
filing of the prior Schedule 13D, $107,250 for
the 4,000 Units (corresponding to 8,000 Shares)
acquired by Tinicum since the filing of the prior
Schedule 13D and $576,469 for the 21,500 Units
(corresponding to 43,000 Shares) acquired by
the Managed Accounts since the filing of the
prior Schedule 13D.
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 entered into by each of
FCP and Tinicum with ING (U.S.) Capital
Corporation. FCP, Tinicum and some of
the Managed Accounts hold certain securities
in their respective margin accounts at
Goldman Sachs & Co., and the accounts
may from time to time have debit balances.
It is not possible to determine the amount
of borrowings, if any, used to acquire the Shares.
Certain of the Reporting Persons also acquired,
in aggregate, 979,798 Shares as a result of the
exercise by the Company of its option to acquire all
of the outstanding shares of callable common stock of
Allergan. Such Reporting Persons had been deemed,
in aggregate, to be the beneficial owner of 1,005,614
shares of callable common stock of Allergan prior to
such exercise. In return for such
PAGE
<PAGE>
Allergan shares,
each Reporting Person holding Allergan common
stock received $21.97 per share of Allergan common
stock , payable, per share, as $7.69 in cash and
approximately 0.97 Shares. As a result of such payment,
FCP received 298,155 Shares (plus cash) in consideration
for the 306,011 Allergan shares owned by it, FCIP
received 346,560 Shares (plus cash) in consideration
for the 355,691 Allergan shares owned by it, FCIP II
received 94,185 Shares (plus cash) for the 96,667
Allergan shares owned by it, FCIP III received 21,533
Shares (plus cash) for the 22,100 Allergan shares
owned by it, Tinicum received 50,655 Shares (plus
cash) for the 51,990 Allergan shares owned by it
and the Managed Accounts received 168,710 Shares
(plus cash) for the 173,155 Allergan shares owned
by it. All of such acquired Shares were immediately
delivered to third-parties to cover previously-existing
short sales of the Shares made by such
Reporting Persons.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is amended and
restated in its entirety as follow:
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 36,722,199 Shares outstanding (such figure is
the sum of (i) the 36,144,505 Shares outstanding
as reported by the Company in its Amendment No. 3
to the Form S-1 Registration Statement filed by
the Company on November 21, 1997 and (ii) the
577,694 Shares of which the Reporting Person may be
deemed to be the beneficial owner through its owner-
ship of Warrants).
(c) The trading dates, number of Shares
acquired and the price per Share for all such transactions
in the past 60 days are set forth on Schedule A hereto
and are incorporated herein by reference. On
November 24, 1997, the Company exercised its option to
acquire all of the outstanding shares of callable common
stock of Allergan for a price of at $21.97 per share
(to be paid, per share, as $7.69 in cash and approximately
0.97 Shares). All of the acquisitions of the Shares listed
on Schedule A hereto under the title "Share Information"
were part of such transaction and are incorporated herein
by reference. The trading dates, number of Warrants
(and corre-
PAGE
<PAGE>
sponding Shares) transferred and the price per
Warrant (and per Share) for all transactions in the Warrants
in the past 60 days are set forth on Schedule A hereto under
the title "Warrant-Related Share Information" and are
incorporated herein by reference. All of such transactions
were open-market transactions. The trading dates,
number of Shares shorted or number of shorts covered
and the price per Share for all such transactions in
the past 60 days are set forth on Schedule A hereto
under the title "Short Sale Information" 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 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 36,839,487 Shares outstanding
(such figure is the sum of (i)
the 36,144,505 Shares outstanding as reported
by the Company in its Amendment No. 3 to the
Form S-1 Registration Statement filed by the Company
on November 21, 1997 and (ii) the 694,982 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 Shares
acquired and the price per Share for all such transactions
in the past 60 days are set forth on Schedule B hereto
and are incorporated herein by reference.
On November 24, 1997, the Company exercised its
option to acquire all of the outstanding shares of callable
common stock of Allergan for a price of at $21.97 per
share (to be paid, per share, as $7.69 in cash and
approximately 0.97 Shares). All of the acquisitions
of the Shares listed on Schedule B hereto under the
title "Share Information" were part of such transaction
and are incorporated herein by reference. The trading
dates, number of Shares shorted or number of shorts
covered and the price per Share for all such transactions
in the past 60 days are set forth on Schedule B hereto
under the title "Short Sale Information" and are
incorporated herein by reference. All of such
transactions were open-market transactions.
PAGE
<PAGE>
(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 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 36,335,039 Shares outstanding (such
figure is the sum of (i) the 36,144,505 Shares
outstanding as of February 28,
1997 as reported by the Company in its Amendment
No. 3 to the Form S-1 Registration Statement filed
by the Company on November 21, 1997 and (ii)
the 190,534 Shares of which the Reporting Persons
may be deemed to be
the beneficial owners through its ownership
of Warrants).
(c) The trading dates, number of Shares
acquired and the price per Share for all such
transactions in the past 60 days are set forth on
Schedule C hereto and are incorporated herein by
reference. On November 24, 1997, the Company
exercised its option to acquire all of the outstanding
shares of callable common stock of Allergan for
a price of at $21.97 per share (to be paid, per share,
as $7.69 in cash and approximately 0.97 Shares).
All of the acquisitions of the Shares listed on
Schedule C hereto under the title "Share Information"
were part of such transaction and are incorporated
herein by reference. The trading dates, number of
Shares shorted or number of shorts covered and the
price per Share for all such transactions in the past
60 days are set forth on Schedule C hereto under the
title "Short Sale Information" 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
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.
D. Farallon Capital Institutional Partners III,
L.P.
PAGE
<PAGE>
(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 36,186,905 Shares
outstanding (such figure is the sum of
(i) the 36,144,505 Shares outstanding
as reported by the Company in its Amendment No. 3
to the Form S-1 Registration Statement filed by the
Company on November 21, 1997 and (ii)
the 42,400 Shares of which the Reporting
Persons may be deemed to be the beneficial
owners through its ownership of Warrants).
(c)The trading dates, number of Shares
acquired and the price per Share for all such
transactions in the past 60 days are set forth on
Schedule D hereto and are incorporated herein
by reference. On November 24, 1997, the Company
exercised its option to acquire all of the outstanding
shares of callable common stock of Allergan for a
price of at $21.97 per share (to be paid, per share,
as $7.69 in cash and approximately 0.97 Shares).
All of the acquisitions of the Shares listed on Schedule D
hereto under the title "Share Information" were part of such
transaction and are incorporated herein by reference.
The trading dates, number of Shares shorted or number
of shorts covered and the price per Share for all such
transactions in the past 60 days are set forth on Schedule
D hereto under the title "Short Sale Information" 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
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 36,246,485 Shares outstanding (such figure is the
sum of (i) the 36,144,505 Shares
outstanding in its Amendment No. 3
to the Form S-1 Registration Statement filed by the
Company on November 21, 1997 and (ii) the 101,980 Shares
of which the Reporting
Person may be deemed to be the beneficial owner through its
ownership of Warrants).
PAGE
<PAGE>
(c) The trading dates, number of Shares
acquired and the price per Share for all such transactions
in the past 60 days are set forth on Schedule E hereto
and are incorporated herein by reference.
On November 24, 1997, the Company exercised its option
to acquire all of the outstanding shares of callable common
stock of Allergan for a price of at $21.97 per share
(to be paid, per share, as $7.69 in cash and approximately
0.97 Shares). All of the acquisitions of the Shares listed
on Schedule E hereto under the title "Share Information"
were part of such transaction and are incorporated herein
by reference. The trading dates, number of Shares
shorted or number of shorts covered and the price per
Share for all such transactions in the past 60 days are set
forth on Schedule E hereto under the title "Short Sale
Information" 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
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 36,472,615 Shares outstanding (such figure is
the sum of (i) the 36,144,505 Shares outstanding in its
Amendment No. 3 to the Form S-1 Registration
Statement filed by the Company on November 21,
1997 and (ii) the 328,110 Shares of which
the Reporting Person may be deemed to be
the beneficial owner
through its deemed ownership of Warrants).
(c) The trading dates, number of Shares
acquired and the price per Share for all such transactions
in the past 60 days are set forth on Schedule F hereto and
are incorporated herein by reference. On November 24,
1997, the Company exercised its option to acquire all of
the outstanding shares of callable common stock of
Allergan for a price of at $21.97 per share (to be paid,
per share, as $7.69 in cash and approximately 0.97 Shares).
All of the acquisitions of the Shares listed on Schedule
F hereto under the title "Share Information" were part
of such transaction and are incorporated herein by reference.
The trading dates, number of Shares shorted or number of
shorts covered and the price per Share for all such transactions
in the past 60 days are set forth on Schedule F hereto under
the title "Short
PAGE
<PAGE>
Sale Information" and are incorporated
herein by reference. All of such transactions were open-market
transactions
(d) FCMLLC, as an investment adviser, has
the power to direct the disposition of the proceeds of
the sale of the 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 37,752,095 Shares outstanding (such figure is the
sum of
(i) the 36,144,505 Shares outstanding
as reported by the Company in its Amendment No. 3 to
the Form S-1 Registration Statement filed by the
Company on November 21, 1997 and (ii) the 1,607,590
Shares of which the Reporting
Person may be deemed to be the beneficial owner through
its deemed 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 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
<PAGE>
(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 38,080,205 Shares outstanding
(such figure is the sum of (i) the 36,144,505 Shares
outstanding as reported by the Company in its
Amendment No. 3 to the Form S-1
Registration Statement filed by the Company on
November 21, 1997 and (ii) the 1,935,700 Shares of which the
Reporting Person may be deemed to be the beneficial owner through
his deemed 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
Warrants and/or Shares. FCMLLC, as an investment
adviser, has the power
to direct the disposition of the proceeds of the sale
of 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 38,080,205 Shares outstanding
(such figure is the sum of (i) the 36,144,505 Shares
outstanding as reported by the Company in its
Amendment No. 3 to the Form S-1 Registration Statement
filed by the Company on November 21, 1997 and (ii)
the 1,935,700 Shares of which the Reporting
Person may be deemed to be the beneficial owner through
his deemed 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
Warrants and/or Shares. FCMLLC, as an investment
adviser, has the power
to direct the disposition of the proceeds of the sale
of the Warrants and/or Shares held by the Managed Accounts.
Cohen is a managing member of FCMLLC and FPLLC.
(e) Not applicable.
PAGE
<PAGE>
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 38,080,205 Shares outstanding (such
figure is the sum of (i) the 36,144,505 Shares outstanding
as reported by the Company in its Amendment No. 3 to
the Form S-1 Registration Statement filed by the Company
on November 21, 1997 and (ii) the 1,935,700
Shares of which the Reporting Person may be
deemed to be the beneficial owner through
his deemed 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
Warrants and/or Shares. FCMLLC, as an investment
adviser, has the power
to direct the disposition of the proceeds of the sale
of the 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 37,752,095 Shares outstanding (such
figure is the sum of (i) the 36,144,505 Shares outstanding as of
February 28, 1997 as reported by the Company in its
Amendment No. 3 to the Form S-1 Registration
Statement filed by the Company on November 21,
1997 and (ii) the 1,607,590
Shares of which the Reporting Person may be deemed
to be the beneficial owner through
her deemed 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
Warrants and/or Shares. Fairman is a managing
member of FPLLC.
(e) Not applicable.
L. Jason M. Fish
PAGE
<PAGE>
(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
38,080,205 Shares outstanding (such figure is the sum of (i)
the 36,144,505 Shares outstanding as reported
by the Company in its Amendment No. 3 to the
Form S-1 Registration Statement filed by the
Company on November 21, 1997
and (ii) the 1,935,700 Shares of which the Reporting
Person may be deemed to be the beneficial owner through
his deemed 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
Warrants and/or Shares. FCMLLC, as an investment
adviser, has the power to direct the disposition of the
proceeds of the sale of 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
38,080,205 Shares outstanding (such figure is the
sum of (i) the 36,144,505 Shares outstanding as reported
by the Company in its Amendment No. 3 to the
Form S-1 Registration Statement filed by the Company
on November 21, 1997 and (ii) the 1,935,700 Shares
of which the Reporting Person may be deemed to be
the beneficial owner through
his deemed 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
Warrants and/or Shares. FCMLLC, as an investment
adviser, has the power to direct the disposition of the
proceeds of the sale of the Warrants and/or Shares
held by the Managed Accounts. Fremder is
a managing member of FCMLLC and FPLLC.
(e) Not applicable.
PAGE
<PAGE>
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 38,080,205
Shares outstanding (such figure is the sum of
(i) the 36,144,505 Shares outstanding as
reported by the Company in its Amendment No. 3 to
the Form S-1 Registration Statement filed by the
Company on November 21, 1997 and (ii) the
1,935,700 Shares of which the Reporting Person
may be deemed to be the beneficial owner through
his deemed 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
Warrants and/or Shares. FCMLLC, as an investment adviser,
has the power to direct the disposition of the proceeds
of the sale of the 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 such cover page is calculated based upon a
total of 38,080,205 Shares outstanding
(such figure is the sum of (i) the 36,144,505 Shares
outstanding as reported by the Company in its
Amendment No. 3 to the Form S-1 Registration
Statement filed by the Company on November 21, 1997
and (ii) the 1,935,700 Shares of
which the Reporting Person may be deemed to
be the beneficial owner through
his deemed 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 Warrants
and/or Shares. FCMLLC, as an investment adviser,
has the power to direct the disposition of the
proceeds of the sale of the Warrants and/or Shares
held by the Managed Accounts. Millham is a managing
member of FCMLLC and FPLLC.
PAGE
<PAGE>
(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 herein 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 38,080,205 Shares outstanding
(such figure is the sum of (i) the 36,144,505 Shares
outstanding as reported by the Company in its Amendment
No. 3 to the Form S-1 Registration Statement filed by
the Company on November 21, 1997 and (ii) the
1,935,700 Shares of which the Reporting Person may be
deemed to be the beneficial owner through
her deemed 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 Warrants
and/or Shares. FCMLLC, as an investment adviser, has the power
to direct the disposition of the proceeds of the sale
of the Warrants and/or Shares held by the Managed Accounts.
Moore is a managing member of FCMLLC and FPLLC.
(e) Not applicable.
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
38,080,205 Shares outstanding (such figure is the sum of (i)
the 36,144,505 Shares outstanding reported by the Company
in its Amendment No. 3 to the Form S-1 Registration
Statement filed by the Company on November 21, 1997
and (ii) the 1,935,700 Shares of which the
Reporting Person may be deemed to be the
beneficial owner through
his deemed 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 Warrants
and/or Shares. FCMLLC, as an investment adviser,
has the powerto direct the disposition of the proceeds
of the sale of the Warrants and/or Shares held
PAGE
<PAGE>
by the Managed Accounts. Steyer is the senior
managing member of FCMLLC and FPLLC.
(e) Not applicable.
The Shares reported hereby for the Partnerships
and FCMLLC on behalf of 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 andFCMLLC,
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 owners of all such Warrants
owned by the Partnerships 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.
The Reporting Persons have entered into certain
short sale arrangements pursuant to which the
Reporting Persons have borrowed 189,836 Shares which
they sold. Pursuant to such arrangements, the Reporting
Persons are obligated to deliver Shares
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 securi-
ties of the Company, including but not limited to
transfer or voting of any security of the Company,
finder's fees, joint ventures, loan or option arrangements,
puts or calls, guarantees of profits, divisions of
profits or loss, or the giving or withholding of proxies.
<PAGE>
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of our
knowledge and belief, the undersigned certify that the
information set forth in this statement is true, complete
and correct.
Dated: December 4, 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.
The Powers of Attorney each executed
by Boilini, Cohen, Downes, Fairman, Fish,
Fremder, Mellin, Millham and Moore authorizing
Steyer to sign and file this Schedule 13D on each
person's behalf was filed with Amendment No. 1
to the Schedule 13D filed with the SEC on
September 26, 1997 by such Reporting Persons
with respect to the Common Stock of Sphere
Drake Holdings Limited are hereby incorporated
by reference.
PAGE
<PAGE>
ANNEX 1
Set forth below with respect to FCMLLC and FPLLC is
the following: (a) name; (b) address; (c) principal
business; (d) state of organization; and (e) controlling
persons. Set forth below, with respect to each managing
member of FCMLLC and FPLLC is the following: (a) name;
(b) business address; (c) principal occupation; and
(d) citizenship.
1. (a) Farallon Capital Management, L.L.C.
(b) One Maritime Plaza, Suite 1325
San Francisco, CA 94111
(c) Serves as investment adviser to various
managed accounts
(d) Delaware limited liability company
(e) Managing Members: Thomas F. Steyer, Se-
nior Managing Member; David I. Cohen,
Joseph F. 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 F. Downes, Fleur E.
Fairman, Jason M. Fish, Andrew B. Fremder,
William F. Mellin, Stephen L. Millham and
Meridee A. Moore, Managing Members.
3. (a) Enrique H. Boilini
(b) c/o Farallon Capital Management, L.L.C.
75 Holly Hill Lane
Greenwich, CT 06830
(c) Managing Member of Farallon
Partners, L.L.C.; Managing Member of
Farallon Capital Management, L.L.C.
(d) Argentinean Citizen
4. (a) David I. Cohen
(b) c/o Farallon Capital Management, L.L.C.
One Maritime Plaza, Suite 1325
San Francisco, CA 94111
(c) Managing Member of Farallon
Partners, L.L.C.; Managing Member of
Farallon Capital Management, L.L.C.
(d) South African Citizen
PAGE
<PAGE>
5. (a) Joseph F. Downes
(b) c/o Farallon Capital Management, L.L.C.
One Maritime Plaza, Suite 1325
San Francisco, CA 94111
(c) Managing Member of Farallon Partners,
L.L.C.; Managing Member of Farallon Capi-
tal Management, L.L.C.
(d) United States Citizen
6. (a) Fleur E. Fairman
(b) 993 Park Avenue
New York, New York 10028
(c) Managing Member of Farallon Partners,
L.L.C.
(d) United States Citizen
7. (a) Jason M. Fish
(b) c/o Farallon Capital Management, L.L.C.
One Maritime Plaza, Suite 1325
San Francisco, CA 94111
(c) Managing Member of Farallon Partners,
L.L.C.; Managing Member of Farallon Capi-
tal Management, L.L.C.
(d) United States Citizen
8. (a) Andrew B. Fremder
(b) c/o Farallon Capital Management, L.L.C.
One Maritime Plaza, Suite 1325
San Francisco, CA 94111
(c) Managing Member of Farallon
Partners, L.L.C.; Managing Member of
Farallon Capital Management, L.L.C.
(d) United States Citizen
9. (a) William F. Mellin
(b) c/o Farallon Capital Management, L.L.C.
One Maritime Plaza, Suite 1325
San Francisco, CA 94111
(c) Managing Member of Farallon Partners,
L.L.C.; Managing Member of Farallon Capi-
tal Management, L.L.C.
(d) United States Citizen
10. (a) Stephen L. Millham
(b) c/o Farallon Capital Management, L.L.C.
One Maritime Plaza, Suite 1325
San Francisco, CA 94111
(c) Managing Member of Farallon Partners,
L.L.C.; Managing Member of Farallon Capi-
tal Management, L.L.C.
(d) United States Citizen
PAGE
<PAGE>
11. (a) Meridee A. Moore
(b) c/o Farallon Capital Management, L.L.C.
One Maritime Plaza, Suite 1325
San Francisco, CA 94111
(c) Managing Member of Farallon Partners,
L.L.C.; Managing Member of Farallon Capi-
tal Management, L.L.C.
(d) United States Citizen
12. (a) Thomas F. Steyer
(b) c/o Farallon Capital Management, L.L.C.
One Maritime Plaza, Suite 1325
San Francisco, CA 94111
(c) Senior Managing Member of Farallon Part-
ners, L.L.C.; Senior Managing Member of
Farallon Capital Management, L.L.C.
(d) United States Citizen
PAGE
<PAGE>
SCHEDULE A
FARALLON CAPITAL PARTNERS, L.P.
SHARE INFORMATION:
NO. OF SHARES PRICE
TRADE DATE RECEIVED PER SHARE
(including
commission)
11/24/97 298,155 N/A <2>
WARRANT-RELATED SHARE INFORMATION:
NO. OF WARRANTS PRICE
TRADE DATE SOLD PER WARRANT
(including
commission)
09/4/97 500 $10.70
Which Corresponds To:
NO. OF SHARES PRICE
TRADE DATE SOLD PER SHARE
(including
commission)
09/4/97 500 N/A
PAGE
<PAGE>
SHORT SALE INFORMATION:
NO. OF SHARES SOLD
SHORT ("S) OR
DELIVERED TO COVER AN
TRADE DATE EXISTING SHORT SALE ("D") PRICE
10/20/97 3,400 S $16.72
10/21/97 10,000 S $16.85
11/4/97 1,500 S $15.32
11/5/97 3,500 S $15.39
11/24/97 298,155 D N/A<2>
<2> On November 24, 1997, the Company exercised
its option to acquire all of the outstanding shares of
callable common stock of Allergan for a price of
$21.97 per share (to be paid, per share, as $7.69 in
cash and approximately 0.97 Shares). In return for the
306,011 Allergan shares owned by FCP, FCP
received 298,155 Shares, plus cash. All of such
Shares received were immediately delivered to
third-parties to cover previously existing short
sales of the Shares.
<PAGE>
<PAGE>
SCHEDULE B
FARALLON CAPITAL
INSTITUTIONAL PARTNERS, L.P.
SHARE INFORMATION:
NO. OF SHARES PRICE
TRADE DATE RECEIVED PER SHARE
(including
commission)
11/24/97 346,560 N/A <3>
SHORT SALE INFORMATION:
NO. OF SHARES SOLD
SHORT ("S) OR
DELIVERED TO COVER
TRADE DATE AN EXISTING PRICE
SHORT SALE ("D")
10/20/97 4,400 S $16.72
10/21/97 12,200 S $16.85
11/4/97 1,700 S $15.32
11/5/97 4,200 S $15.39
11/24/97 346,560 D N/A<3>
<3>On November 24, 1997, the Company exercised
its option to acquire all of the outstanding shares of
callable common stock of Allergan for a price of
$21.97 per share (to be paid, per share, as $7.69
in cash and approximately 0.97 Shares).
In return for the 355,691 Allergan shares owned by
FCIP, FCIP received 346,560 Shares, plus cash.
All of such Shares received were immediately
delivered to third-parties to cover previously
existing short sales of the Shares.
PAGE
<PAGE>
SCHEDULE C
FARALLON CAPITAL
INSTITUTIONAL PARTNERS II, L.P.
SHARE INFORMATION:
NO. OF SHARES PRICE
TRADE DATE RECEIVED PER SHARE
(including
commission)
11/24/97 94,185 N/A <4>
SHORT SALE INFORMATION:
NO. OF SHARES SOLD
SHORT ("S) OR
DELIVERED TO COVER
TRADE DATE AN EXISTING PRICE
SHORT SALE ("D")
10/20/97 1,800 S $16.72
10/21/97 3,400 S $16.85
11/4/97 500 S $15.32
11/5/97 1,100 S $15.39
11/24/97 94,185 D N/A<4>
<4> On November 24, 1997, the Company
exercised its option to acquire all of the outstanding
shares of callable common stock of Allergan for a
price of $21.97 per share (to be paid, per share,
as $7.69 in cash and approximately 0.97 Shares).
In return for the 96,667 Allergan shares owned by
FCIP II, FCIP II received 94,185 Shares, plus cash.
All of such Shares received were immediately
delivered to third-parties to cover previously existing
short sales of the Shares.
<PAGE>
<PAGE>
SCHEDULE D
FARALLON CAPITAL
INSTITUTIONAL PARTNERS III, L.P.
SHARE INFORMATION:
NO. OF SHARES PRICE
TRADE DATE RECEIVED PER SHARE
(including
commission)
11/24/97 21,533 N/A <5>
NO. OF SHARES SOLD
SHORT ("S) OR
DELIVERED TO COVER
TRADE DATE AN EXISTING PRICE
SHORT SALE ("D")
10/20/97 300 S $16.72
10/21/97 800 S $16.85
11/4/97 100 S $15.32
11/5/97 200 S $15.40
11/24/97 21,533 D N/A<5>
<5> On November 24, 1997, the Company
exercised its option to acquire all of the outstanding
shares of callable common stock of Allergan for a
price of $21.97 per share (to be paid, per share,
as $7.69 in cash and approximately 0.97 Shares).
In return for the 22,100 Allergan shares owned by
FCIP III, FCIP III received 21,533 Shares, plus cash.
All of such Shares received were immediately
delivered to third-parties to cover previously
existing short sales of the Shares.
PAGE
<PAGE>
SCHEDULE E
TINICUM PARTNERS, L.P.
SHARE INFORMATION:
NO. OF SHARES PRICE
TRADE DATE RECEIVED PER SHARE
(including
commission)
11/24/97 50,655 N/A <6>
NO. OF SHARES SOLD
SHORT ("S) OR
DELIVERED TO COVER
TRADE DATE AN EXISTING PRICE
SHORT SALE ("D")
10/20/97 1,000 S $16.72
10/21/97 1,700 S $16.85
11/4/97 300 S $15.32
11/5/97 600 S $15.40
11/24/97 50,655 D N/A<6>
<6> On November 24, 1997, the Company exercised
its option to acquire all of the outstanding shares of
callable common stock of Allergan for a price of
$21.97 per share (to be paid, per share, as $7.69
in cash and approximately 0.97 Shares).
In return for the 51,990 Allergan shares owned by
Tinicum, Tinicum received 50,655 Shares, plus cash.
All of such Shares received were immediately delivered
to third-parties to cover previously existing short sales
of the Shares.
PAGE
<PAGE>
SCHEDULE F
FARALLON CAPITAL MANAGEMENT, L.L.C.
SHARE INFORMATION:
NO. OF SHARES PRICE
TRADE DATE RECEIVED PER SHARE
(including
commission)
11/24/97 80,350 N/A<7>
11/24/97 29,512 N/A<7>
11/24/97 58,848 N/A<7>
SHORT SALE INFORMATION:
NO. OF SHARES SOLD
SHORT ("S) OR
DELIVERED TO COVER
TRADE DATE AN EXISTING PRICE
SHORT SALE ("D")
10/20/97 400 S $16.72
10/21/97 2,600 S $16.85
11/4/97 400 S $15.32
11/5/97 900 S $15.33
11/24/97 80,350 D N/A<7>
10/20/97 500 S $16.72
10/21/97 1,000 S $16.85
<7>On November 24, 1997, the Company exercised
its option to acquire all of the outstanding shares of
callable common stock of Allergan for a price of
$21.97 per share (to be paid, per share, as $7.69 in
cash and approximately 0.97 Shares). In return for
the 173,155 Allergan shares owned by the Managed
Accounts, the Managed Accounts received 29,440
Shares, plus cash. All of such Shares received
were immediately delivered to third-parties to cover
previously existing short sales of the Shares.
PAGE
<PAGE>
11/4/97 200 S $15.32
11/5/97 300 S $15.39
11/24/97 29,512 D N/A<7>
10/20/97 1,100 S $16.72
10/21/97 2,100 S $16.85
11/4/97 300 S $15.32
11/5/97 600 S $15.40
11/24/97 58,848 D N/A<7>
<7> On November 24, 1997, the Company
exercised its option to acquire all of the outstanding
shares of callable common stock of Allergan for a
price of $21.97 per share (to be paid, per share,
as $7.69 in cash and approximately 0.97 Shares).
In return for the 173,155 Allergan shares owned
by the Managed Accounts, the Managed Accounts
received 29,440 Shares, plus cash. All of such
Shares received were immediately delivered to
third-parties to cover previously existing short
sales of the Shares.
<PAGE>
