UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Therapeutic Discovery Corporation (TDCA)
(Name of Issuer)
Class A Common Stock, par value $.01 per share
(Title of Class of Securities)
CUSIP No. 883376105
(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)
July 15, 1996
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the
subject of this Schedule 13D, and is filing this schedule
because of Rule 13d-1(b)(3) or (4), check the following
box .
Check the following box if a fee is being paid with the
statement /x/. (A fee is not required only if the
reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2)
has filed no amendment subsequent thereto reporting
beneficial ownership of five percent or less of such
class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all
exhibits, should be filed with the Commission. See Rule
13d-1(a) for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out
for a reporting person's initial filing on this form with
respect to the subject class of securities, and for any
subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover
page shall not be deemed to be "filed" for the purpose of
Section 18 of the Securities Exchange Act of 1934 ("Act")
or otherwise subject to the liabilities of that section
of that Act but shall be subject to all other provisions
of the Act (however, see the Notes).
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SCHEDULE 13D
CUSIP No. 883376105
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Farallon Capital Partners, L.P.
2 Check the Appropriate Box if a Member of a Group*
(a)
(b) /x/
3 SEC Use Only
4 Source of Funds*
WC
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization
California
Number of Shares Beneficially Owned By Each Reporting
Person With
7 Sole Voting Power
-0-
8 Shared Voting Power
224,100
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
224,100
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
224,100
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
2.9%
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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SCHEDULE 13D
CUSIP No. 883376105
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Farallon Capital Institutional Partners, L.P.
2 Check the Appropriate Box if a Member of a Group*
(a)
(b) /x/
3 SEC Use Only
4 Source of Funds*
WC
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization
California
Number of Shares Beneficially Owned By Each Reporting
Person
7 With Sole Voting Power
-0-
8 Shared Voting Power
249,600
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
249,600
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
249,600
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
3.2%
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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SCHEDULE 13D
CUSIP No. 883376105
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
156,700
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
156,700
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
156,700
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
2.0%
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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SCHEDULE 13D
CUSIP No. 883376105
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Tinicum Partners, L.P.
2 Check the Appropriate Box if a Member of a Group*
(a)
(b) /x/
3 SEC Use Only
4 Source of Funds*
WC
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization
New York
Number of Shares Beneficially Owned By Each Reporting
Person With
7 Sole Voting Power
-0-
8 Shared Voting Power
46,200
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
46,200
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
46,200
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
0.6%
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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SCHEDULE 13D
CUSIP No. 883376105
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Farallon Capital Management, Inc.
2 Check the Appropriate Box if a Member of a Group*
(a)
(b) /x/
3 SEC Use Only
4 Source of Funds*
00
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned By Each Reporting
Person With
7 Sole Voting Power
-0-
8 Shared Voting Power
-0-
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
-0-
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
-0-
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
0%
14 Type of Reporting Person*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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SCHEDULE 13D
CUSIP No. 883376105
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
87,500
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
87,500
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
87,500
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
1.1%
14 Type of Reporting Person*
00
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP No. 883376105
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
676,600
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
676,600
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
676,600
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
8.7%
14 Type of Reporting Person*
00
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP No. 883376105
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
David I. Cohen
2 Check the Appropriate Box if a Member of a Group*
(a)
(b) /x/
3 SEC Use Only
4 Source of Funds*
AF
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization
South Africa
Number of Shares Beneficially Owned By Each Reporting
Person With
7 Sole Voting Power
-0-
8 Shared Voting Power
764,100
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
764,100
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
764,100
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
9.8%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP No. 883376105
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Joseph F. Downes
2 Check the Appropriate Box if a Member of a Group*
(a)
(b) /x/
3 SEC Use Only
4 Source of Funds*
AF
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization
United States
Number of Shares Beneficially Owned By Each Reporting
Person With
7 Sole Voting Power
-0-
8 Shared Voting Power
764,100
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
764,100
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
764,100
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
9.8%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP No. 883376105
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Fleur E. Fairman
2 Check the Appropriate Box if a Member of a Group*
(a)
(b) /x/
3 SEC Use Only
4 Source of Funds*
AF, 00
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization
United States
Number of Shares Beneficially Owned By Each Reporting
Person With
7 Sole Voting Power
-0-
8 Shared Voting Power
676,600
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
676,600
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
676,600
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
8.7%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP No. 883376105
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Jason M. Fish
2 Check the Appropriate Box if a Member of a Group*
(a)
(b) /x/
3 SEC Use Only
4 Source of Funds*
AF
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization
United States
Number of Shares Beneficially Owned By Each Reporting
Person With
7 Sole Voting Power
-0-
8 Shared Voting Power
764,100
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
764,100
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
764,100
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
9.8%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP No. 883376105
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Andrew B. Fremder
2 Check the Appropriate Box if a Member of a Group*
(a)
(b) /x/
3 SEC Use Only
4 Source of Funds*
AF
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization
United States
Number of Shares Beneficially Owned By Each Reporting
Person With
7 Sole Voting Power
-0-
8 Shared Voting Power
764,100
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
764,100
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
764,100
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
9.8%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP No. 883376105
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
William F. Mellin
2 Check the Appropriate Box if a Member of a Group*
(a)
(b) /x/
3 SEC Use Only
4 Source of Funds*
AF
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization
United States
Number of Shares Beneficially Owned By Each Reporting
Person With
7 Sole Voting Power
-0-
8 Shared Voting Power
764,100
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
764,100
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
764,100
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
9.8%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP No. 883376105
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Stephen L. Millham
2 Check the Appropriate Box if a Member of a Group*
(a)
(b) /x/
3 SEC Use Only
4 Source of Funds*
AF
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization
United States
Number of Shares Beneficially Owned By Each Reporting
Person With
7 Sole Voting Power
-0-
8 Shared Voting Power
764,100
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
764,100
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
764,100
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
9.8%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP No. 883376105
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Meridee A. Moore
2 Check the Appropriate Box if a Member of a Group*
(a)
(b) /x/
3 SEC Use Only
4 Source of Funds*
AF
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization
United States
Number of Shares Beneficially Owned By Each Reporting
Person With
7 Sole Voting Power
-0-
8 Shared Voting Power
764,100
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
764,100
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
764,100
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
9.8%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP No. 883376105
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Eric M. Ruttenberg
2 Check the Appropriate Box if a Member of a Group*
(a)
(b) /x/
3 SEC Use Only
4 Source of Funds*
AF
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization
United States
Number of Shares Beneficially Owned By Each Reporting
Person With
7 Sole Voting Power
-0-
8 Shared Voting Power
-0-
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
-0-
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
-0-
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
0%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP No. 883376105
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
764,100
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
764,100
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
764,100
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
9.8%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
<PAGE>
This Amendment No. 3 to Schedule 13D amends the
Schedule 13D initially filed on August 13, 1993 (collec-
tively, with all amendments thereto, the "Schedule 13D")
and reports a recent reorganization of beneficial owner-
ship of certain of the Reporting Persons. This Amendment
No. 3 constitutes an initial statement for newly-formed
entities, as more fully set forth herein.
Item 1. Security and Issuer
Item 1 as reported on Schedule 13D is hereby amended
and restated in its entirety as follows:
This statement relates to the Class A Common Stock,
par value $.01 per share (the "Therapeutic Common Stock"
or the "Shares") of Therapeutic Discovery Corporation
(the "Company"). The Therapeutic Common Stock formerly
traded as a unit with ALZA Corporation warrants. As of
June 11, 1996, the Therapeutic Common Stock began trading
separately from the ALZA warrants on the NASDAQ Stock
Market. The Company's principal executive offices are
located at 1375 California Avenue, P.O. Box 10051, Palo
Alto, California 94303-0806.
Item 2. Identity and Background
Item 2 as reported on Schedule 13D is hereby amended
and restated in its entirety as follows:
(a) This statement is filed by: (i) Farallon
Capital Partners, L.P., a California limited partnership
("FCP"), with respect to the shares of Therapeutic Common
Stock held by it; (ii) Farallon Capital Institutional
Partners, L.P., a California limited partnership
("FCIP"), with respect to the shares of Therapeutic
Common Stock held by it: (iii) Farallon Capital Institu-
tional Partners II, L.P., a California limited partner-
ship ("FCIP II"), with respect to the shares of Therapeu-
tic Common Stock held by it; (iv)
PAGE
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Tinicum Partners, L.P., a New York limited partnership
("Tinicum"), with respect to the shares of Therapeutic
Common Stock held by it; (v) Farallon Capital Management,
Inc., a Delaware corporation; (vi) Farallon Capital
Management, L.L.C., a Delaware limited liability company
("FCMLLC"), with respect to the shares of Therapeutic
Common Stock held by Farallon Capital Offshore Investors,
Inc., a British Virgin Islands corporation ("Offshore")
and certain other accounts managed by FCMLLC (together
with Offshore, the "Managed Accounts"); (vii) Farallon
Partners, L.L.C., a Delaware limited liability company
("FPLLC") with respect to the shares of Therapeutic
Common Stock held by each of the entities named in (i)
through (iv) above; (viii) each of David I. Cohen
("Cohen"), Joseph F. Downes ("Downes"), Jason M. Fish
("Fish"), Andrew B. Fremder ("Fremder"), William F.
Mellin ("Mellin"), Stephen L. Millham ("Millham"),
Meridee A. Moore ("Moore") and Thomas F. Steyer
("Steyer"), with respect to the shares of Therapeutic
Common Stock held by each of the entities named in (i)
through (iv) and (vi) above; (ix) Fleur E. Fairman
("Fairman") with respect to the shares of Therapeutic
Common Stock held by each of the entities named in (i)
through (iv) above; and (x) Eric M. Ruttenberg
("Ruttenberg").
As of April 1, 1996, FCMLLC succeeded Farallon
Capital Management, Inc. as investment adviser to the
Managed Accounts. As a result of the assumption of
investment management authority by FCMLLC, Farallon
Capital Management, Inc. is no longer deemed a "benefi-
cial owner" of any shares of Therapeutic Common Stock.
As of April 1, 1996, FPLLC succeeded Messrs. Steyer,
Cohen, Downes, Fish, Mellin, and Ruttenberg, and Mdmes.
Fairman and Moore as General Partner of each of FCP,
FCIP, FCIP II and Tinicum (together, the "Partnerships").
Because Mr. Ruttenberg is neither a General Partner of
the Partnerships nor a managing member of either FPLLC or
<PAGE>
<PAGE>
FCMLLC, he is no longer deemed a "beneficial owner" of
any of the shares of Therapeutic Common Stock. The name,
principal business, state of incorporation, executive
officers, directors and controlling persons of FCMLLC and
FPLLC, are set forth on Annex 1 hereto. The ownership of
the shares of Therapeutic Common Stock reported hereby
for FCP, FCIP, FCIP II, Tinicum and the Managed Accounts
are owned directly by such entities. Each of Cohen,
Downes, Fish, Fremder, Mellin, Millham, Moore and Steyer
may be deemed, as managing members of FPLLC and FCMLLC,
to be the beneficial owners of all such shares of
Therapeutic Common Stock, each of FPLLC and Fairman, as
a managing member of FPLLC, may be deemed to the benefi-
cial owners of all such shares of Therapeutic Common
Stock other than the shares owned by the Managed Ac-
counts, and FCMLLC may be deemed to be the beneficial
owner of all such shares of Therapeutic Common Stock
owned by the Managed Accounts. Each of FCMLLC, FPLLC,
Cohen, Downes, Fairman, Fish, Fremder, Mellin, Millham,
Moore and Steyer hereby disclaim any beneficial ownership
of any such shares of Therapeutic Common Stock.
(b) The address of the principal business and
principal office of (i) the Partnerships, FCMLLC and
FPLLC is One Maritime Plaza, Suite 1325, San Francisco,
California 94111, and (ii) Offshore is CITCO Building,
Wickhams Cay, P.O. Box 662, Road Town, Tortola, British
Virgin Islands.
(c) The principal business of each of the Partner-
ships and Offshore is that of a private investment fund
engaging in the purchase and sale of securities for its
own account. The principal business of FPLLC is to act
as General Partner of the Partnerships. The principal
business of FCMLLC is that of a registered investment
adviser.
PAGE
<PAGE>
(d) None of the Partnerships, FCMLLC, FPLLC or any
of the persons listed on Annex 1 hereto has, during the
last five years, been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
(e) None of the Partnerships, FCMLLC, FPLLC or any
of the persons listed on Annex 1 hereto has, during the
last five years, been party to a civil proceeding of a
judicial or administrative body of competent 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 Consider-
ation.
Item 3 as reported on the Schedule 13D is hereby
amended and restated in its entirety as follows:
The net investment cost (including commissions) is
$2,034,000 for the 224,100 shares of Therapeutic Common
Stock held by FCP, $2,264,488 for the 249,600 shares of
Therapeutic Common Stock held by FCIP, $1,428,800 for the
156,700 shares of Therapeutic Common Stock held by FCIP
II, $420,245 for the 46,200 shares of Therapeutic Common
Stock held by Tinicum and $795,567 for the 87,500 shares
of Therapeutic Common Stock held by the Managed Accounts.
The consideration was obtained from the working capital
of each respective entity (in the case of the Partner-
ships), or the working capital of the Managed Accounts.
The shares of Therapeutic Common Stock held by FCP,
FCIP, FCIP II, Tinicum and the Managed Accounts are held
in their respective margin accounts. Such margin
accounts are maintained at Goldman Sachs & Co. and may
from time to time have debit balances. Because other
securities are held in the margin accounts, it is not
possible to
PAGE
<PAGE>
determine the amounts, if any, of margin used with
respect to the shares of Therapeutic Common Stock pur-
chased and sold. Currently, the interest rate charged on
such margin accounts is the broker call rate plus 0.5%
per annum.
Item 5. Interest in Securities of the Issuer.
Item 5 as reported on the Schedule 13D is hereby
amended and restated in its entirety as follows:
A. Farallon Capital Partners, L.P.
(a)(b) The information set forth in Rows 7, 8,
9, 10, 11 and 13 of the cover page hereto for FCP is
incorporated herein by reference. The percentage amount
set forth in Row 13 of such cover page and of each other
cover page filed herewith is calculated based upon the
7,734,424 shares of Therapeutic Common Stock reported by
the Company to be outstanding as of May 1, 1996.
(c) The trading dates, number of shares of
Therapeutic Common Stock purchased or sold and the price
per share for all transactions in the shares of Therapeu-
tic Common Stock in the last 60 days are set forth on
Schedule A hereto and are incorporated herein by refer-
ence. All of such transactions were open-market transac-
tions.
(d) The General Partner has the power to
direct the affairs of FCP, including decisions regarding
the disposition of the proceeds from the sale of the
shares of Therapeutic Common Stock.
(e) Not applicable.
B. Farallon Capital Institutional Partners, L.P.
(a), (b) The information set forth in Rows 7,
8, 9, 10, 11 and 13 of the cover page hereto for FCIP is
incorporated herein by reference.
(c) The trading dates, number of shares of
Therapeutic Common Stock purchased or sold and the price
per share for all transactions in the shares of Therapeu-
tic Common Stock in the last 60 days are set forth on
Schedule B hereto and are incorporated herein by refer
ence. All of such transactions were open-market transac-
tions.
PAGE
<PAGE>
(d) The General Partner has the power to
direct the affairs of FCIP, including decisions regarding
the disposition of the proceeds from the sale of the
shares of Therapeutic Common Stock.
(e) Not applicable.
C. Farallon Capital Institutional Partners II,
L.P.
(a), (b) The information set forth in Rows 7,
8, 9, 10, 11 and 13 of the cover page hereto for FCIP II
is incorporated herein by reference.
(c) The trading dates, number of shares of
Therapeutic Common Stock purchased or sold and the price
per share for all transactions in the shares of Thera-
peutic Common Stock in the last 60 days are set forth on
Schedule C hereto and are incorporated herein by refer
ence. All of such transactions were open-market transac-
tions.
(d) The General Partner has the power to
direct the affairs of FCIP II, including decisions
regarding the disposition of the proceeds from the sale
of the shares of Therapeutic Common Stock.
(e) Not applicable.
D. Tinicum Partners, L.P.
(a), (b) The information set forth in Rows 7,
8, 9, 10, 11 and 13 of the cover page hereto for Tinicum
is incorporated herein by reference.
(c) The trading dates, number of shares of
Therapeutic Common Stock purchased or sold and the price
per share for all transactions in the shares of Therapeu-
tic Common Stock in the last 60 days are set forth on
Schedule D hereto and are incorporated herein by refer-
ence. All of such transactions were open-market transac-
tions.
(d) The General Partner has the power to
direct the affairs of Tinicum, including decisions
regarding the disposition of the proceeds from the sale
of the shares of Therapeutic Common Stock.
(e) Not applicable.
E. Farallon Capital Management, Inc.
(a), (b) The information set forth in Rows 7,
8, 9, 10, 11 and 13 of the cover page hereto for Farallon
Capital Management, Inc. is incorporated herein by
reference.
PAGE
<PAGE>
(c) None.
(d) None.
(e) April 1, 1996.
F. Farallon Capital Management, L.L.C.
(a), (b) The information set forth in Rows 7,
8, 9, 10, 11 and 13 of the cover page hereto for FCMLLC
is incorporated herein by reference.
(c) The trading dates, number of shares of
Therapeutic Common Stock purchased or sold and the price
per share for all transactions in the shares of Therapeu-
tic Common Stock by the Managed Accounts in the last 60
days are set forth on Schedule E hereto and are incorpo-
rated 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 from the
sale of the shares of Therapeutic Common Stock held by
the Managed Accounts. Mr. Steyer is the senior managing
member of FCMLLC, and Messrs. Cohen, Downes, Fish,
Fremder, Millham, and Mellin and Ms. Moore are managing
members of FCMLLC.
(e) Not applicable.
G. Farallon Partners, L.L.C.
(a), (b) The information set forth in rows 7,
8, 9, 10, 11, and 13 of the cover page hereto for FPLLC
is incorporated herein by reference.
(c) None.
(d) FPLLC as General Partner has the power to
direct the affairs of the Partnerships, including the
disposition of the proceeds of the sale of the shares of
Therapeutic Common Stock. Mr. Steyer is the senior
managing member of FPLLC, and Messrs. Cohen, Downes,
Fish, Fremder, Mellin and Millham and Mdmes. Fairman and
Moore are managing members of FPLLC.
(e) Not applicable.
PAGE
<PAGE>
H. David I. Cohen
(a), (b) The information set forth in Rows 7,
8, 9, 10, 11 and 13 of the cover page hereto for Cohen is
incorporated herein by reference.
(c) None.
(d) FPLLC as the General Partner has the power
to direct the affairs of the Partnerships, including the
disposition of the proceeds from the sale of the shares
of Therapeutic Common Stock. FCMLLC, as an investment
adviser, has the power to direct the disposition of the
proceeds from the sale of shares of Therapeutic Common
Stock held by the Managed Accounts. Mr. Cohen is a
managing member of FCMLLC and FPLLC.
(e) Not applicable.
I. Joseph F. Downes
(a), (b) The information set forth in Rows 7, 8, 9,
10, 11 and 13 of the cover page hereto for Downes is
incorporated herein by reference.
(c) None.
(d) FPLLC as the General Partner has the power
to direct the affairs of the Partnerships, including the
disposition of the proceeds from the sale of the shares
of Therapeutic Common Stock. FCMLLC, as an investment
adviser, has the power to direct the disposition of the
proceeds from the sale of shares of Therapeutic Common
Stock held by the Managed Accounts. Mr. Downes is a
managing member of FCMLLC and FPLLC.
(e) Not applicable.
J. Fleur E. Fairman
(a), (b) The information set forth in Rows 7,
8, 9, 10, 11 and 13 of the cover page hereto for Fairman
is incorporated herein by reference.
(c) None.
(d) FPLLC as the General Partner has the power
to direct the affairs of the Partnerships, including the
disposition of the proceeds from
PAGE
<PAGE>
the sale of the shares of Therapeutic Common Stock. Ms.
Fairman is a managing member of FPLLC.
(e) Not applicable.
K. Jason M. Fish
(a), (b) The information set forth in Rows 7,
8, 9, 10, 11 and 13 of the cover page hereto for Fish is
incorporated herein by reference.
(c) None.
(d) FPLLC as the General Partner has the power
to direct the affairs of the Partnerships, including the
disposition of the proceeds from the sale of the shares
of Therapeutic Common Stock. FCMLLC, as an investment
adviser, has the power to direct the disposition of the
proceeds from the sale of shares of Therapeutic Common
Stock held by the Managed Accounts. Mr. Fish is a
managing member of FCMLLC and FPLLC.
(e) Not applicable.
L. Andrew B. Fremder
(a), (b) The information set forth in Rows 7,
8, 9, 10, 11 and 13 of the cover page hereto for Fremder
is incorporated herein by reference.
(c) None.
(d) FPLLC as the General Partner has the power
to direct the affairs of the Partnerships, including the
disposition of the proceeds from the sale of the shares
of Therapeutic Common Stock. FCMLLC, as an investment
adviser, has the power to direct the disposition of the
proceeds from the sale of shares of Therapeutic Common
Stock held by the Managed Accounts. Mr. Fremder is a
managing member of FCMLLC and FPLLC.
(e) Not applicable.
M. William F. Mellin
(a), (b) The information set forth in Rows 7,
8, 9, 10, 11 and 13 of the cover page hereto for Mellin
is incorporated herein by reference.
PAGE
<PAGE>
(c) None.
(d) FPLLC as the General Partner has the power
to direct the affairs of the Partnerships, including the
disposition of the proceeds from the sale of the shares
of Therapeutic Common Stock. FCMLLC, as an investment
adviser, has the power to direct the disposition of the
proceeds from the sale of shares of Therapeutic Common
Stock held by the Managed Accounts. Mr. Mellin is a
managing member of FCMLLC and FPLLC.
(e) Not applicable.
N. Stephen L. Millham
(a), (b) The information set forth in Rows 7,
8, 9, 10, 11 and 13 of the cover page hereto for Millham
is incorporated herein by reference.
(c) None.
(d) FPLLC as the General Partner has the power
to direct the affairs of the Partnerships, including the
disposition of the proceeds from the sale of the shares
of Therapeutic Common Stock. FCMLLC as an investment
adviser, has the power to direct the disposition of the
proceeds from the sale of shares of Therapeutic Common
Stock held by the Managed Accounts. Mr. Millham is a
managing member of FCMLLC and FPLLC.
(e) Not applicable.
O. Meridee A. Moore
(a), (b) The information set forth in Rows 7,
8, 9, 10, 11 and 13 of the cover page hereto for Moore is
incorporated herein by reference.
(c) None.
(d) FPLLC as the General Partner has the power
to direct the affairs of the Partnerships, including the
disposition of the proceeds from the sale of the shares
of Therapeutic Common Stock. FCMLLC, as an investment
adviser, has the power to direct the disposition of the
proceeds from the sale of shares of Therapeutic Common
Stock held by the Managed Accounts. Ms. Moore is a
managing member of FCMLLC and FPLLC.
(e) Not applicable.
PAGE
<PAGE>
P. Eric M. Ruttenberg
(a), (b) The information set forth in Rows 7,
8, 9, 10, 11 and 13 of the cover page hereto for
Ruttenberg is incorporated herein by reference.
(c) None.
(d) None.
(e) April 1, 1996.
Q. Thomas F. Steyer
(a), (b) The information set forth in Rows 7,
8, 9, 10, 11 and 13 of the cover page hereto for Steyer
is incorporated herein by reference.
(c) None.
(d) FPLLC as the General Partner has the power
to direct the affairs of the Partnerships, including the
disposition of the proceeds from the sale of the shares
of Therapeutic Common Stock. FCMLLC, as an investment
adviser, has the power to direct the disposition of the
proceeds from the sale of the shares of Therapeutic
Common Stock held by the Managed Accounts. Mr. Steyer is
the senior managing member of FCMLLC and FPLLC.
(e) Not applicable.
The ownership of the shares of Therapeutic Common
Stock reported hereby for FCP, FCIP, FCIP II, Tinicum and
the Managed Accounts are owned directly by such entities.
Each of Cohen, Downes, Fremder, Fish, Mellin, Millham,
Moore and Steyer may be deemed, as managing members of
FPLLC and FCMLLC, to be the beneficial owners of all such
shares of Therapeutic Common Stock, each of FPLLC and
Fairman, as a managing member of FPLLC, may be deemed to
the beneficial owners of all such shares of Therapeutic
Common Stock other than the shares owned by the Managed
Accounts, and FCMLLC may be deemed to be the beneficial
owner of all such shares of Therapeutic Common Stock
owned by the Managed Accounts. Each of FCMLLC, FPLLC,
Cohen, Downes, Fairman, Fish, Fremder, Mellin, Millham,
Moore and Steyer hereby disclaim any beneficial ownership
of any such shares of Therapeutic Common Stock.
PAGE
<PAGE>
Item 7. Materials to be Filed as Exhibits.
There is filed herewith as Exhibit 1 a written
agreement relating to the filing of joint acquisition
statements as required by Rule 13d-1(f)(1) under the
Securities Exchange Act of 1934, as amended.
PAGE
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of our
knowledge and belief, the undersigned certify that the
information set forth in this statement is true, complete
and correct.
Dated: July 23, 1996
/S/ THOMAS F. STEYER
____________________________________
FARALLON PARTNERS, L.L.C., on its
own behalf and as General Partner of
FARALLON CAPITAL PARTNERS, L.P.,
FARALLON CAPITAL INSTITUTIONAL
PARTNERS, L.P., FARALLON CAPITAL
INSTITUTIONAL PARTNERS, II, L.P., and
TINICUM PARTNERS, L.P.
By Thomas F. Steyer,
Senior Managing Member
/S/ THOMAS F. STEYER
____________________________________
FARALLON CAPITAL MANAGEMENT, L.L.C.
By Thomas F. Steyer,
Senior Managing Member
/S/ THOMAS F. STEYER
____________________________________
FARALLON CAPITAL MANAGEMENT, Inc.
By Thomas F. Steyer, Chairman
/S/ THOMAS F. STEYER
____________________________________
Thomas F. Steyer, individually and as
attorney-in-fact for each of David I.
Cohen, Joseph F. Downes, Fleur E.
Fairman, Jason M. Fish, Andrew B.
Fremder, William F. Mellin, Stephen
L. Millham, Meridee A. Moore, and
Eric M. Ruttenberg.
PAGE
<PAGE>
ANNEX 1
Set forth below, with respect to each managing
member of the General Partner of FCIP, FCIP II, FCP and
Tinicum, is the following: (a) name; (b) business
address; (c) principal occupation; and (d) citizenship.
The following is set forth below with respect to Farallon
Capital Management, L.L.C. and Farallon Partners, L.L.C.:
(a) name; (b) address; (c) principal business; (d) state
of organization; (e) controlling persons.
1. (a) Farallon Capital Management, L.L.C.
(b) c/o Farallon Capital Management, L.L.C.
One Maritime Plaza, Suite 1325
San Francisco, CA 94111
(c) Serves as investment adviser to various
managed accounts.
(d) Delaware limited liability company
(e) Managing Members: Thomas F. Steyer, Senior
Managing Member, David I. Cohen, Joseph H. Downes, Jason
M. Fish, Andrew B. Fremder, William F. Mellin, Stephen L.
Millham and Meridee A. Moore, Managing Members.
2. (a) Farallon Partners, L.L.C.
(b) One Maritime Plaza, Suite 1325
San Francisco, CA 94111
(c) Serves as general partner to investment
partnerships
(d) Delaware limited liability company
(e) Managing Members: Thomas F. Steyer, Senior
Managing Member, David I. Cohen, Joseph H. Downes, Fleur
E. Fairman, Jason M. Fish, Andrew B. Fremder, William F.
Mellin, Stephen L. Millham and Meridee A. Moore, Managing
Members.
3. (a) David I. Cohen
(b) c/o Farallon Capital Management, L.L.C.
One Maritime Plaza, Suite 1325
San Francisco, CA 94111
(c) Managing Member of Farallon Partners,
L.L.C.; Managing Member of Farallon Capital Management,
L.L.C.
(d) South African Citizen
4. (a) Joseph F. Downes
(b) c/o Farallon Capital Management, L.L.C.
One Maritime Plaza, Suite 1325
San Francisco, CA 94111
(c) Managing Member of Farallon Partners,
L.L.C.; Managing Member of Farallon Capital Management,
L.L.C.
(d) United States Citizen
PAGE
<PAGE>
5. (a) Fleur E. Fairman
(b) 993 Park Avenue
New York, New York 10028
(c) Managing Member of Farallon Partners,
L.L.C.
(d) United States Citizen
6. (a) Jason M. Fish
(b) c/o Farallon Capital Management, L.L.C.
One Maritime Plaza, Suite 1325
San Francisco, CA 94111
(c) Managing Member of Farallon Partners,
L.L.C.; Managing Member of Farallon Capital Management,
L.L.C.
(d) United States Citizen
7. (a) Andrew B. Fremder
(b) c/o Farallon Capital Management, L.L.C.
One Maritime Plaza, Suite 1325
San Francisco, CA 94111
(c) Managing Member of Farallon Partners,
L.L.C.; Managing Member of Farallon Capital Management,
L.L.C.
(d) United States Citizen
8. (a) William F. Mellin
(b) c/o Farallon Capital Management, L.L.C.
One Maritime Plaza, Suite 1325
San Francisco, CA 94111
(c) Managing Member of Farallon Partners,
L.L.C.; Managing Member of Farallon Capital Management,
L.L.C.
(d) United States Citizen
9. (a) Stephen L. Millham
(b) c/o Farallon Capital Management, L.L.C.
One Maritime Plaza, Suite 1325
San Francisco, CA 94111
(c) Managing Member of Farallon Partners,
L.L.C.; Managing Member of Farallon Capital Management,
L.L.C.
(d) United States Citizen
10. (a) Meridee A. Moore
(b) c/o Farallon Capital Management, L.L.C.
One Maritime Plaza, Suite 1325
San Francisco, CA 94111
(c) Managing Member of Farallon Partners,
L.L.C.; Managing Member of Farallon Capital Management,
L.L.C.
(d) United States Citizen
PAGE
<PAGE>
11. (a) Thomas F. Steyer
(b) c/o Farallon Capital Management, L.L.C.
One Maritime Plaza, Suite 1325
San Francisco, CA 94111
(c) Senior Managing Member of Farallon Partners,
L.L.C.; Senior Managing Member of Farallon Capital
Management, L.L.C.
(d) United States Citizen
<PAGE>
<PAGE>
JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13D-(f)(1)
The undersigned acknowledge and agree that the
foregoing statement on Schedule 13D is filed on behalf of
each of the undersigned and that all subsequent amend-
ments to this statement on Schedule 13D shall be filed on
behalf of each of the undersigned without the necessity
of filing additional joint acquisition statements. The
undersigned acknowledge that each shall be responsible
for the timely filing of such amendments, and for the
completeness and accuracy of the information concerning
him or it contained therein, but shall not be responsible
for the completeness and accuracy of the information
concerning the other, except to the extent that he or it
knows or has reason to believe that such information is
inaccurate.
Dated: July 23, 1996
/S/ THOMAS F. STEYER
____________________________________
FARALLON PARTNERS, L.L.C., on its
own behalf and as General Partner of
FARALLON CAPITAL PARTNERS, L.P.,
FARALLON CAPITAL INSTITUTIONAL
PARTNERS, L.P., FARALLON CAPITAL
INSTITUTIONAL PARTNERS, II, L.P., and
TINICUM PARTNERS, L.P.
By Thomas F. Steyer,
Senior Managing Member
/S/ THOMAS F. STEYER
____________________________________
FARALLON CAPITAL MANAGEMENT, L.L.C.
By Thomas F. Steyer,
Senior Managing Member
/S/ THOMAS F. STEYER
____________________________________
FARALLON CAPITAL MANAGEMENT, Inc.
By Thomas F. Steyer, Chairman
/S/ THOMAS F. STEYER
____________________________________
Thomas F. Steyer, individually and as
attorney-in-fact for each of David I.
Cohen, Joseph F. Downes, Fleur E.
Fairman, Jason M. Fish, Andrew B.
Fremder, William F. Mellin, Stephen
L. Millham, Meridee A. Moore, and
Eric M. Ruttenberg.
PAGE
<PAGE>
SCHEDULE A
FARALLON CAPITAL PARTNERS, L.P.
NO. OF SHARES PRICE
TRADE DATE PURCHASED PER SHARE
(including
commission)
07/12/96 1,800 $8.25
07/15/96 1,500 $8.42
07/17/96 3,600 $8.625
07/19/96 1,800 $8.50
07/22/96 3,700 $8.50
PAGE
<PAGE>
SCHEDULE B
FARALLON CAPITAL INSTITUTIONAL PARTNERS, L.P.
NO. OF SHARES PRICE
TRADE DATE PURCHASED PER SHARE
(including
commission)
07/12/96 2,300 $8.25
07/15/96 1,500 $8.42
07/17/96 4,400 $8.625
07/19/96 2,200 $8.50
07/22/96 4,400 $8.50
PAGE
<PAGE>
SCHEDULE C
FARALLON CAPITAL INSTITUTIONAL PARTNERS II, L.P.
NO. OF SHARES PRICE
TRADE DATE PURCHASED PER SHARE
(including
commission)
07/12/96 200 $8.25
07/17/96 400 $8.625
07/19/96 200 $8.50
07/22/96 400 $8.50
<PAGE>
<PAGE>
SCHEDULE D
TINICUM PARTNERS, L.P.
NO. OF SHARES PRICE
TRADE DATE PURCHASED PER SHARE
(including
commission)
07/12/96 200 $8.25
07/17/96 500 $8.625
07/19/96 300 $8.50
07/22/96 500 $8.50
PAGE
<PAGE>
SCHEDULE E
FARALLON CAPITAL MANAGEMENT, L.L.C.
NO. OF SHARES PRICE
TRADE DATE PURCHASED PER SHARE
(including
commission)
07/12/96 200 $8.25
07/17/96 400 $8.625
07/19/96 200 $8.50
07/22/96 400 $8.50
07/12/96 200 $8.25
07/17/96 400 $8.625
07/19/96 100 $8.50
07/22/96 200 $8.50
07/12/96 200 $8.25
07/17/96 400 $8.625
07/19/96 200 $8.50
07/22/96 400 $8.50
07/17/96 100 $8.625
