UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Ligand Pharmaceuticals Incorporated
(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 17, 1998
(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).
Page 1 of 31 Pages
<PAGE>
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, OO
- ---------======================================================================
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
- ----------------------=========================================================
7 Sole Voting Power
-0-
------=========================================================
Number of 8 Shared Voting Power
Shares
Beneficially 577,694
Owned By Each
Reporting
Person With
------=========================================================
9 Sole Dispositive Power
-0-
------=========================================================
10 Shared Dispositive Power
577,694
- ---------======================================================================
11 Aggregate Amount Beneficially Owned By Each Reporting 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)
1.5 %
- ---------======================================================================
14 Type of Reporting Person*
PN
- ---------======================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 31 Pages
<PAGE>
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
- ----------------------=========================================================
7 Sole Voting Power
-0-
------=========================================================
Number of 8 Shared Voting Power
Shares
Beneficially 694,982
Owned By Each
Reporting
Person With
------=========================================================
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)
1.8%
- ---------======================================================================
14 Type of Reporting Person*
PN
- ---------======================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 3 of 31 Pages
<PAGE>
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
- ----------------------=========================================================
7 Sole Voting Power
-0-
------=========================================================
Number of 8 Shared Voting Power
Shares
Beneficially 190,534
Owned By Each
Reporting
Person With
------=========================================================
9 Sole Dispositive Power
-0-
------=========================================================
10 Shared Dispositive Power
190,534
- ---------======================================================================
11 Aggregate Amount Beneficially Owned By Each Reporting 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 4 of 31 Pages
<PAGE>
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
- ----------------------=========================================================
7 Sole Voting Power
-0-
------=========================================================
Number of 8 Shared Voting Power
Shares
Beneficially 42,400
Owned By Each
Reporting
Person With
------=========================================================
9 Sole Dispositive Power
-0-
------=========================================================
10 Shared Dispositive Power
42,400
- ---------======================================================================
11 Aggregate Amount Beneficially Owned By Each Reporting 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!
Page 5 of 31 Pages
<PAGE>
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, OO
- ---------======================================================================
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
- ----------------------=========================================================
7 Sole Voting Power
-0-
------=========================================================
Number of 8 Shared Voting Power
Shares
Beneficially 101,980
Owned By Each
Reporting
Person With
------=========================================================
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 6 of 31 Pages
<PAGE>
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*
OO
- ---------======================================================================
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
- ----------------------=========================================================
7 Sole Voting Power
-0-
------=========================================================
Number of 8 Shared Voting Power
Shares
Beneficially 328,110
Owned By Each
Reporting
Person With
------=========================================================
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)
0.8%
- ---------======================================================================
14 Type of Reporting Person*
IA, OO
- ---------======================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 7 of 31 Pages
<PAGE>
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
- ----------------------=========================================================
7 Sole Voting Power
-0-
------=========================================================
Number of 8 Shared Voting Power
Shares
Beneficially 1,607,590
Owned By Each
Reporting
Person With
------=========================================================
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)
4.0%
- ---------======================================================================
14 Type of Reporting Person*
OO
- ---------======================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 8 of 31 Pages
<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, OO
- ---------======================================================================
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
- ----------------------=========================================================
7 Sole Voting Power
-0-
------=========================================================
Number of 8 Shared Voting Power
Shares
Beneficially 1,935,700
Owned By Each
Reporting
Person With
------=========================================================
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)
4.8 %
- ---------======================================================================
14 Type of Reporting Person*
IN
- ---------======================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 9 of 31 Pages
<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, OO
- ---------======================================================================
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
- ----------------------=========================================================
7 Sole Voting Power
-0-
------=========================================================
Number of 8 Shared Voting Power
Shares
Beneficially 1,935,700
Owned By Each
Reporting
Person With
------=========================================================
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)
4.8 %
- ---------======================================================================
14 Type of Reporting Person*
IN
- ---------======================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 10 of 31 Pages
<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, OO
- ---------======================================================================
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
- ----------------------=========================================================
7 Sole Voting Power
-0-
------=========================================================
Number of 8 Shared Voting Power
Shares
Beneficially 1,935,700
Owned By Each
Reporting
Person With
------=========================================================
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)
4.8 %
- ---------======================================================================
14 Type of Reporting Person*
IN
- ---------======================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 11 of 31 Pages
<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
- ----------------------=========================================================
7 Sole Voting Power
-0-
------=========================================================
Number of 8 Shared Voting Power
Shares
Beneficially 1,607,590
Owned By Each
Reporting
Person With
------=========================================================
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)
4.0 %
- ---------======================================================================
14 Type of Reporting Person*
IN
- ---------======================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 12 of 31 Pages
<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, OO
- ---------======================================================================
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
- ----------------------=========================================================
7 Sole Voting Power
-0-
------=========================================================
Number of 8 Shared Voting Power
Shares
Beneficially 1,935,700
Owned By Each
Reporting
Person With
------=========================================================
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)
4.8 %
- ---------======================================================================
14 Type of Reporting Person*
IN
- ---------======================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 13 of 31 Pages
<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
- ----------------------=========================================================
7 Sole Voting Power
-0-
------=========================================================
Number of 8 Shared Voting Power
Shares
Beneficially 1,935,700
Owned By Each
Reporting
Person With
------=========================================================
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)
4.8 %
- ---------======================================================================
14 Type of Reporting Person*
IN
- ---------======================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 14 of 31 Pages
<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, OO
- ---------======================================================================
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
- ----------------------=========================================================
7 Sole Voting Power
-0-
------=========================================================
Number of 8 Shared Voting Power
Shares
Beneficially 1,935,700
Owned By Each
Reporting
Person With
------=========================================================
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)
4.8 %
- ---------======================================================================
14 Type of Reporting Person*
IN
- ---------======================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 15 of 31 Pages
<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, OO
- ---------======================================================================
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
- ----------------------=========================================================
7 Sole Voting Power
-0-
------=========================================================
Number of 8 Shared Voting Power
Shares
Beneficially 1,935,700
Owned By Each
Reporting
Person With
------=========================================================
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)
4.8 %
- ---------======================================================================
14 Type of Reporting Person*
IN
- ---------======================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 16 of 31 Pages
<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, OO
- ---------======================================================================
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
- ----------------------=========================================================
7 Sole Voting Power
-0-
------=========================================================
Number of 8 Shared Voting Power
Shares
Beneficially 1,935,700
Owned By Each
Reporting
Person With
------=========================================================
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)
4.8 %
- ---------======================================================================
14 Type of Reporting Person*
IN
- ---------======================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 17 of 31 Pages
<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, OO
- ---------======================================================================
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
- ----------------------=========================================================
7 Sole Voting Power
-0-
------=========================================================
Number of 8 Shared Voting Power
Shares
Beneficially 1,935,700
Owned By Each
Reporting
Person With
------=========================================================
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)
4.8 %
- ---------======================================================================
14 Type of Reporting Person*
IN
- ---------======================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 18 of 31 Pages
<PAGE>
This Amendment No. 2 to Schedule 13D amends the Schedule 13D initially
filed on April 15, 1997 (collectively, with all amendments thereto, the
"Schedule 13D"). This amendment is being filed to report that the Reporting
Persons (as defined below) may no longer be deemed to be the beneficial owners
of five percent of more of the outstanding shares of Common Stock of Ligand
Pharmaceuticals Incorporated. See Item 1 and Item 5 below for further related
information.
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 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.
The Footnote to Item 2 of the Schedule 13D is amended and restated in its
entirety as follows:
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 0.15% of the total Shares currently outstanding assuming
exercise of the Warrants held by the Absolute Return Fund of the Common Fund.)
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is amended and restated in its entirety as
follows:
A. Farallon Capital Partners, L.P.
Page 19 of 31 Pages
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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 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 39,207,779
Shares outstanding (such figure is the sum of (i) the
38,630,085 Shares outstanding as of March 27, 1998, as
reported by the Company in its Schedule 14-A Proxy Statement
filed by the Company with the Securities and Exchange
Commission on April 17, 1998, and (ii) the 577,694 Shares of
which the Reporting Person may be deemed to be the beneficial
owner through its ownership of Warrants).
(c) There have been no transactions in the Shares or in the
Warrants (and corresponding Shares) in the past 60 days.
(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) On or prior to March 27, 1998, the Reporting Person may no
longer be deemed the beneficial owner of more than five
percent of the Shares (or Warrants and corresponding Shares).
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 39,325,067
Shares outstanding (such figure is the sum of (i) the
38,630,085 Shares outstanding as of March 27, 1998, as
reported by the Company in its Schedule 14-A Proxy Statement
filed by the Company with the Securities and Exchange
Commission on April 17, 1998, 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) There have been no transactions in the Shares or in the
Warrants (and corresponding Shares) in the past 60 days.
(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.
Page 20 of 31 Pages
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(e) On or prior to March 27, 1998, the Reporting Person may no
longer be deemed the beneficial owner of more than five
percent of the Shares (or Warrants and corresponding Shares).
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 38,820,619
Shares outstanding (such figure is the sum of (i) the
38,630,085 Shares outstanding as of March 27, 1998, as
reported by the Company in its Schedule 14-A Proxy Statement
filed by the Company with the Securities and Exchange
Commission on April 17, 1998, and (ii) the 190,534 Shares of
which the Reporting Person may be deemed to be the beneficial
owner through its ownership of Warrants).
(c) There have been no transactions in the Shares or in the
Warrants (and corresponding Shares) in the past 60 days.
(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) On or prior to March 27, 1998, the Reporting Person may no
longer be deemed the beneficial owner of more than five
percent of the Shares (or Warrants and corresponding Shares).
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 38,672,485
Shares outstanding (such figure is the sum of (i) the
38,630,085 Shares outstanding as of March 27, 1998, as
reported by the Company in its Schedule 14-A Proxy Statement
filed by the Company with the Securities and Exchange
Commission on April 17, 1998, and (ii) the 42,400 Shares of
which the Reporting Person may be deemed to be the beneficial
owner through its ownership of Warrants).
(c) There have been no transactions in the Shares or in the
Warrants (and corresponding Shares) in the past 60 days.
Page 21 of 31 Pages
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(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) On or prior to March 27, 1998, the Reporting Person may no
longer be deemed the beneficial owner of more than five
percent of the Shares (or Warrants and corresponding Shares).
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 38,732,065
Shares outstanding (such figure is the sum of (i) the
38,630,085 Shares outstanding as of March 27, 1998, as
reported by the Company in its Schedule 14-A Proxy Statement
filed by the Company with the Securities and Exchange
Commission on April 17, 1998, and (ii) the 101,980 Shares of
which the Reporting Person may be deemed to be the beneficial
owner through its ownership of Warrants).
(c) There have been no transactions in the Shares or in the
Warrants (and corresponding Shares) in the past 60 days.
(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) On or prior to March 27, 1998, the Reporting Person may no
longer be deemed the beneficial owner of more than five
percent of the Shares (or Warrants and corresponding Shares).
F. Farallon Capital Management, L.L.C.
(a),(b) The information set forth in Rows 7, 8, 9, 10, 11 and 13 of
the cover page hereto for FCMLLC is incorporated herein by
reference. The percentage amount set forth in Row 13 of such
cover page is calculated based upon a total of 38,958,195
Shares outstanding (such figure is the sum of (i) the
38,630,085 Shares outstanding as of March 27, 1998, as
reported by the Company in its Schedule 14-A Proxy Statement
filed by the Company with the Securities and Exchange
Commission on April 17, 1998, and (ii) the 328,110 Shares of
which
Page 22 of 31 Pages
<PAGE>
the Reporting Person may be deemed to be the beneficial owner
through its deemed beneficial ownership of Warrants).
(c) There have been no transactions in the Shares or in the
Warrants (and corresponding Shares) in the past 60 days.
(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, Mellin, Millham and Moore are managing members of
FCMLLC.
(e) On or prior to March 27, 1998, the Reporting Person may no
longer be deemed the beneficial owner of more than five
percent of the Shares (or Warrants and corresponding Shares).
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 40,237,675
Shares outstanding (such figure is the sum of (i) the
38,630,085 Shares outstanding as of March 27, 1998, as
reported by the Company in its Schedule 14-A Proxy Statement
filed by the Company with the Securities and Exchange
Commission on April 17, 1998, and (ii) the 1,607,590 Shares of
which the Reporting Person may be deemed to be the beneficial
owner through its deemed beneficial 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) On or prior to March 27, 1998, the Reporting Person may no
longer be deemed the beneficial owner of more than five
percent of the Shares (or Warrants and corresponding Shares).
H. Enrique H. Boilini
Page 23 of 31 Pages
<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 40,565,785
Shares outstanding (such figure is the sum of (i) the
38,630,085 Shares outstanding as of March 27, 1998, as
reported by the Company in its Schedule 14-A Proxy Statement
filed by the Company with the Securities and Exchange
Commission on April 17, 1998, and (ii) the 1,935,700 Shares of
which the Reporting Person may be deemed to be the beneficial
owner through its deemed beneficial 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. 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. Boilini is a managing member of FCMLLC
and FPLLC.
(e) On or prior to March 27, 1998, the Reporting Person may no
longer be deemed the beneficial owner of more than five
percent of the Shares (or Warrants and corresponding Shares).
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 40,565,785
Shares outstanding (such figure is the sum of (i) the
38,630,085 Shares outstanding as of March 27, 1998, as
reported by the Company in its Schedule 14-A Proxy Statement
filed by the Company with the Securities and Exchange
Commission on April 17, 1998, and (ii) the 1,935,700 Shares of
which the Reporting Person may be deemed to be the beneficial
owner through its deemed beneficial 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. 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.
Page 24 of 31 Pages
<PAGE>
(e) On or prior to March 27, 1998, the Reporting Person may no
longer be deemed the beneficial owner of more than five
percent of the Shares (or Warrants and corresponding Shares).
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 40,565,785
Shares outstanding (such figure is the sum of (i) the
38,630,085 Shares outstanding as of March 27, 1998, as
reported by the Company in its Schedule 14-A Proxy Statement
filed by the Company with the Securities and Exchange
Commission on April 17, 1998, and (ii) the 1,935,700 Shares of
which the Reporting Person may be deemed to be the beneficial
owner through its deemed beneficial 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. 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) On or prior to March 27, 1998, the Reporting Person may no
longer be deemed the beneficial owner of more than five
percent of the Shares (or Warrants and corresponding Shares).
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 40,237,675
Shares outstanding (such figure is the sum of (i) the
38,630,085 Shares outstanding as of March 27, 1998, as
reported by the Company in its Schedule 14-A Proxy Statement
filed by the Company with the Securities and Exchange
Commission on April 17, 1998, and (ii) the 1,607,590 Shares of
which the Reporting Person may be deemed to be the beneficial
owner through its deemed beneficial ownership of Warrants).
(c) None.
Page 25 of 31 Pages
<PAGE>
(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. Fairman is a
managing member of FPLLC.
(e) On or prior to March 27, 1998, the Reporting Person may no
longer be deemed the beneficial owner of more than five
percent of the Shares (or Warrants and corresponding Shares).
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 40,565,785
Shares outstanding (such figure is the sum of (i) the
38,630,085 Shares outstanding as of March 27, 1998, as
reported by the Company in its Schedule 14-A Proxy Statement
filed by the Company with the Securities and Exchange
Commission on April 17, 1998, and (ii) the 1,935,700 Shares of
which the Reporting Person may be deemed to be the beneficial
owner through its deemed beneficial 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. 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. Fish is a managing member of FCMLLC and
FPLLC.
(e) On or prior to March 27, 1998, the Reporting Person may no
longer be deemed the beneficial owner of more than five
percent of the Shares (or Warrants and corresponding Shares).
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 40,565,785
Shares outstanding (such figure is the sum of (i) the
38,630,085 Shares outstanding as of March 27, 1998, as
reported by the Company in its Schedule 14-A Proxy Statement
filed by the Company with the Securities and Exchange
Commission on April 17, 1998, and (ii) the 1,935,700 Shares of
which the Reporting Person may be deemed to be the beneficial
owner through its deemed beneficial ownership of Warrants).
Page 26 of 31 Pages
<PAGE>
(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. 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) On or prior to March 27, 1998, the Reporting Person may no
longer be deemed the beneficial owner of more than five
percent of the Shares (or Warrants and corresponding Shares).
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 40,565,785
Shares outstanding (such figure is the sum of (i) the
38,630,085 Shares outstanding as of March 27, 1998, as
reported by the Company in its Schedule 14-A Proxy Statement
filed by the Company with the Securities and Exchange
Commission on April 17, 1998, and (ii) the 1,935,700 Shares of
which the Reporting Person may be deemed to be the beneficial
owner through its deemed beneficial 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. 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) On or prior to March 27, 1998, the Reporting Person may no
longer be deemed the beneficial owner of more than five
percent of the Shares (or Warrants and corresponding Shares).
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 40,565,785
Shares outstanding (such figure is the sum of (i) the
38,630,085 Shares outstanding as of March 27, 1998, as
reported by the Company in its Schedule 14-A Proxy
Page 27 of 31 Pages
<PAGE>
Statement filed by the Company with the Securities and
Exchange Commission on April 17, 1998, and (ii) the 1,935,700
Shares of which the Reporting Person may be deemed to be the
beneficial owner through its deemed beneficial 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. 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.
(e) On or prior to March 27, 1998, the Reporting Person may no
longer be deemed the beneficial owner of more than five
percent of the Shares (or Warrants and corresponding Shares).
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 40,565,785
Shares outstanding (such figure is the sum of (i) the
38,630,085 Shares outstanding as of March 27, 1998, as
reported by the Company in its Schedule 14-A Proxy Statement
filed by the Company with the Securities and Exchange
Commission on April 17, 1998, and (ii) the 1,935,700 Shares of
which the Reporting Person may be deemed to be the beneficial
owner through its deemed beneficial 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. 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) On or prior to March 27, 1998, the Reporting Person may no
longer be deemed the beneficial owner of more than five
percent of the Shares (or Warrants and corresponding Shares).
Page 28 of 31 Pages
<PAGE>
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 40,565,785
Shares outstanding (such figure is the sum of (i) the
38,630,085 Shares outstanding as of March 27, 1998, as
reported by the Company in its Schedule 14-A Proxy Statement
filed by the Company with the Securities and Exchange
Commission on April 17, 1998, and (ii) the 1,935,700 Shares of
which the Reporting Person may be deemed to be the beneficial
owner through its deemed beneficial 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. 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 FPLLC.
(e) On or prior to March 27, 1998, the Reporting Person may no
longer be deemed the beneficial owner of more than five
percent of the Shares (or Warrants and corresponding Shares).
The Shares reported hereby for the Partnerships and FCMLLC on behalf of
the Managed Accounts are related 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 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, 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.
Item 6 of the Schedule 13D is amended and restated in its entirety as
follows:
The Reporting Persons have entered into certain short sale arrangements
pursuant to which the Reporting Persons have borrowed, in aggregate, 389,502
Shares which they sold. Pursuant to such arrangement, the Reporting Persons are
obligated to deliver Shares if demand for such Shares
Page 29 of 31 Pages
<PAGE>
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 securities
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 30 of 31 Pages
<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 23, 1998
/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, which were 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 31 of 31 Pages
