UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
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)
December 12, 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 . (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, 00
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization
California
Number of Shares Beneficially Owned By Each Reporting
Person With
7 Sole Voting Power
-0-
8 Shared Voting Power
224,600
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
224,600
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
224,600
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, 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
273,900
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
273,900
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
273,900
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
3.5%
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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SCHEDULE 13D
CUSIP No. 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
162,900
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
162,900
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
163,900
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
2.1%
14 Type of Reporting Person*
PN
*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
Tinicum Partners, L.P.
2 Check the Appropriate Box if a Member of a Group*
(a)
(b) /x/
3 SEC Use Only
4 Source of Funds*
WC, 00
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization
New York
Number of Shares Beneficially Owned By Each Reporting
Person With
7 Sole Voting Power
-0-
8 Shared Voting Power
50,300
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
50,300
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
50,300
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
0.7%
14 Type of Reporting Person*
PN
*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 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
137,900
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
137,900
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
137,900
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*
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
731,700
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
731,700
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
731,700
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
9.5%
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
Enrique H. Boilini
2 Check the Appropriate Box if a Member of a Group*
(a)
(b) /x/
3 SEC Use Only
4 Source of Funds*
AF, 00
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization
Argentina
Number of Shares Beneficially Owned By Each Reporting
Person With
7 Sole Voting Power
-0-
8 Shared Voting Power
869,600
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
869,600
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
869,600
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
11.2%
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
David I. Cohen
2 Check the Appropriate Box if a Member of a Group*
(a)
(b) /x/
3 SEC Use Only
4 Source of Funds*
AF, 00
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization
South Africa
Number of Shares Beneficially Owned By Each Reporting
Person With
7 Sole Voting Power
-0-
8 Shared Voting Power
869,600
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
869,600
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
869,600
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
11.2%
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, 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
869,600
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
869,600
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
869,600
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
11.2%
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
731,700
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
731,700
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
731,700
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
9.5%
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, 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
869,600
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
869,600
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
869,600
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
11.2%
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, 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
869,600
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
869,600
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
869,600
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
11.2%
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, 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
869,600
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
869,600
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
869,600
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
11.2%
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, 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
869,600
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
869,600
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
869,600
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
11.2%
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, 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
869,600
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
869,600
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
869,600
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
11.2%
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
869,600
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
869,600
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
869,600
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
11.2%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
<PAGE>
This Amendment No. 4 to Schedule 13D amends the
Schedule 13D initially filed on August 13, 1993 (collec-
tively, with all amendments thereto, the "Schedule 13D").
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 held by it; (ii)
Farallon Capital Institutional Partners, L.P., a Califor-
nia limited partnership ("FCIP"), with respect to the
Shares held by it: (iii) Farallon Capital Institu-
tional Partners II, L.P., a California limited partner-
ship ("FCIP II"), with respect to the Shares held by it;
(iv) Tinicum Partners, L.P., a New York limited partner-
ship ("Tinicum"), with respect to the Shares held by it;
(v) Farallon Capital Management, L.L.C., a Delaware
limited liability company ("FCMLLC"), with respect to the
Shares held by Farallon Capital Offshore Investors, Inc.,
a British Virgin Islands corporation ("Offshore") and
certain other accounts managed by FCMLLC (together with
Offshore, the "Managed Accounts"); (vi) Farallon Part-
ners, L.L.C., a Delaware limited liability company
("FPLLC") with respect to the Shares held by each
of the entities named in (i) through (iv) above; (vii)
each of Enrique H. Boilini ("Boilini"), David I. Cohen
("Cohen"), Joseph F. Downes ("Downes"), Jason M. Fish
("Fish"), Andrew B. Fremder ("Fremder"), William F.
Mellin ("Mellin"), Stephen L. Millham ("Millham"),
Meridee A. Moore ("Moore") and Thomas F. Steyer
("Steyer"), with respect to the Shares held by each of
the entities named in (i) through (v) above; and
(viii) Fleur E. Fairman ("Fairman") with respect to the
Shares held by each of the entities named in (i) through
(iv) above. (FCP, FCIP, FCIP II, Tinicum, FCMLLC, FPLLC,
Boilini, Cohen, Downes, Fairman, Fish,
<PAGE>
<PAGE>
Fremder, Millham, Mellin, Moore and Steyer shall collec-
tively be referred to hereafter as the "Filing Persons".)
As of October 1, 1996, Enrique H. Boilini became a
managing member of FCMLLC an FPLLC.
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 reported hereby for FCP, FCIP,
FCIP II, Tinicum and the Managed Accounts are 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 owners of all such Shares, each of
FPLLC and Fairman, as a managing member of FPLLC, may be
deemed to be the beneficial owners of all such Shares
other than the Shares owned by the Managed Accounts, and
FCMLLC may be deemed to be the beneficial owner of all
such Shares owned by the Managed Accounts. Each of
FCMLLC, FPLLC, Boilini, Cohen, Downes, Fairman, Fish,
Fremder, Mellin, Millham, Moore and Steyer hereby
disclaim any beneficial ownership of any such Shares.
(b) The address of the principal business and
principal office of (i) the Partnerships, FCMLLC and
FPLLC is One Maritime Plaza, Suite 1325, San Francisco,
California 94111, and (ii) Offshore is CITCO Building,
Wickhams Cay, P.O. Box 662, Road Town, Tortola, British
Virgin Islands.
(c) The principal business of each of the 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,
Offshore or any of the persons listed on Annex 1 hereto
has, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) None of the Partnerships, FCMLLC, FPLLC,
Offshore or any of the persons listed on Annex 1 hereto
has, during the last five years, been party to a civil
proceeding of a judicial or administrative body of
competent jurisdiction and, as a result of such proceed-
ing, 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 supplemented by the following:
The net investment cost (including commissions) is
$208,062 for the 20,500 Shares acquired by FCP since the
filing of the last Schedule 13D, $249,675 for the 24,300
Shares acquired by FCIP since the filing of the last
Schedule 13D, $63,850 for the 6,200 Shares acquired by
FCIP II since the filing of the last Schedule 13D,
$42,498 for the 4,100 Shares acquired by Tinicum since
the filing of the last Schedule 13D and $513,378 for the
50,400 Shares acquired by the Managed Accounts since the
filing of the last Schedule 13D.
The consideration for such acquisitions was obtained
as follows: (i) with respect to FCIP and FCIP II, from
working capital; (ii) with respect to the Managed
Accounts, from working capital and/or from borrowings
pursuant to margin accounts maintained by some of the
Managed Accounts at Goldman Sachs & Co.; and (iii) with
respect to FCP and Tinicum, from working capital, from
borrowings pursuant to margin accounts maintained by FCP
and Tinicum at
PAGE
<PAGE>
Goldman Sachs & Co. and/or from borrowings pursuant to
separate revolving credit agreements (the "Credit
Agreements") entered into by each of FCP and Tinicum with
ING (U.S.) Capital Corporation ("ING").
FCP, Tinicum and some of the Managed Accounts hold
certain securities in their respective margin accounts at
Goldman Sachs & Co., and the accounts may from time to
time have debit balances. Currently, the interest rate
charged on such margin accounts is the broker call rate
plus 0.5% per annum. The interest rates charged pursuant
to the Credit Agreements are the ING Base Rate plus 1.5%
and/or LIBO plus a spread ranging from 1.875% - 2.25%
depending upon the amount of borrowings currently
outstanding under the relevant Credit Agreement.
It is not possible to determine the amount of
borrowings, if any, used to acquire the Shares.
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 reported by the Company in its Form 10Q
for the period ended September 30, 1996 to be outstanding
as of November 12, 1996.
(c) The trading dates, number of Shares
purchased or sold and the price per share for all
transactions in the Shares in the last 60 days are set
forth on Schedule A hereto and are incorporated herein by
reference. All of such transactions were open-market
transactions.
(d) FPLLC as the General Partner has the power
to direct the affairs of FCP, including decisions
regarding the disposition of the
PAGE
<PAGE>
proceeds from the sale of the Shares. Mr. Steyer is the
senior managing member of FPLLC and Messrs. Boilini,
Cohen, Downes, Fish, Fremder, Mellin and Millham and
Mdmes. Fairman and Moore are managing members of FPLLC.
(e) Not applicable.
B. Farallon Capital Institutional Partners, L.P.
(a), (b) The information set forth in Rows 7,
8, 9, 10, 11 and 13 of the cover page hereto for FCIP is
incorporated herein by reference.
(c) The trading dates, number of Shares
purchased or sold and the price per share for all
transactions in the Shares in the last 60 days are set
forth on Schedule B hereto and are incorporated herein by
reference. All of such transactions were open-market
transactions.
(d) FPLLC as 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. Mr. Steyer is the senior managing member
of FPLLC and Messrs. Boilini, Cohen, Downes, Fish,
Fremder, Mellin and Millham and Mdmes. Fairman and Moore
are managing members of FPLLC.
(e) Not applicable.
C. Farallon Capital Institutional Partners II,
L.P.
(a), (b) The information set forth in Rows 7,
8, 9, 10, 11 and 13 of the cover page hereto for FCIP II
is incorporated herein by reference.
(c) The trading dates, number of Shares
purchased or sold and the price per share for all
transactions in the Shares in the last 60 days are set
forth on Schedule C hereto and are incorporated herein by
reference. All of such transactions were open-market
transactions.
(d) FPLLC as 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. Mr. Steyer is the senior managing member
of FPLLC and Messrs. Boilini, Cohen, Downes, Fish,
Fremder, Mellin and Millham and Mdmes. Fairman and Moore
are managing members of FPLLC.
(e) Not applicable.
PAGE
<PAGE>
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
purchased or sold and the price per share for all
transactions in the Shares in the last 60 days are set
forth on Schedule D hereto and are incorporated herein by
reference. All of such transactions were open-market
transactions.
(d) FPLLC as 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. Mr. Steyer is the senior managing member
of FPLLC and Messrs. Boilini, Cohen, Downes, Fish,
Fremder, Mellin and Millham and Mdmes. Fairman and Moore
are managing members of FPLLC.
(e) Not applicable.
E. 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
purchased or sold and the price per share for all
transactions in the Shares by the Managed Accounts in the
last 60 days are set forth on Schedule E hereto and are
incorporated herein by reference. All of such transac-
tions 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 held by the Managed Accounts. Mr.
Steyer is the senior managing member of FCMLLC, and
Messrs. Boilini, Cohen, Downes, Fish, Fremder, Millham,
and Mellin, and Ms. Moore are managing members of FCMLLC.
(e) Not applicable.
F. 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.
PAGE
<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 Shares.
Mr. Steyer is the senior managing member of FPLLC, and
Messrs. Boilini, Cohen, Downes, Fish, Fremder, Mellin and
Millham and Mdmes. Fairman and Moore are managing members
of FPLLC.
(e) Not applicable.
G. Enrique H. Boilini
(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.
(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.
FCMLLC, as an investment adviser, has the power to direct
the disposition of the proceeds from the sale of Shares
held by the Managed Accounts. Mr. Boilini is a managing
member of FCMLLC and FPLLC.
(e) Not applicable.
H. David I. Cohen
(a), (b) The information set forth in Rows 7,
8, 9, 10, 11 and 13 of the cover page hereto for Cohen is
incorporated herein by reference.
(c) None.
(d) FPLLC as the General Partner has the power
to direct the affairs of the Partnerships, including the
disposition of the proceeds from the sale of the Shares.
FCMLLC, as an investment adviser, has the power to direct
the disposition of the proceeds from the sale of Shares
held by the Managed Accounts. Mr. Cohen is a managing
member of FCMLLC and FPLLC.
(e) Not applicable.
I. Joseph F. Downes
PAGE
<PAGE>
(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.
FCMLLC, as an investment adviser, has the power to direct
the disposition of the proceeds from the sale of Shares
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 the sale of the Shares.
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.
FCMLLC, as an investment adviser, has the power to direct
the disposition of the proceeds from the sale of Shares
held by the Managed Accounts. Mr. Fish is a managing
member of FCMLLC and FPLLC.
(e) Not applicable.
PAGE
<PAGE>
L. Andrew B. Fremder
(a), (b) The information set forth in Rows 7,
8, 9, 10, 11 and 13 of the cover page hereto for Fremder
is incorporated herein by reference.
(c) None.
(d) FPLLC as the General Partner has the power
to direct the affairs of the Partnerships, including the
disposition of the proceeds from the sale of the Shares.
FCMLLC, as an investment adviser, has the power to direct
the disposition of the proceeds from the sale of Shares
held by the Managed Accounts. Mr. Fremder is a managing
member of FCMLLC and FPLLC.
(e) Not applicable.
M. William F. Mellin
(a), (b) The information set forth in Rows 7,
8, 9, 10, 11 and 13 of the cover page hereto for Mellin
is incorporated herein by reference.
(c) None.
(d) FPLLC as the General Partner has the power
to direct the affairs of the Partnerships, including the
disposition of the proceeds from the sale of the Shares.
FCMLLC, as an investment adviser, has the power to direct
the disposition of the proceeds from the sale of Shares
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.
FCMLLC, as an investment adviser, has the power to direct
the disposition of the proceeds from the sale of
PAGE
<PAGE>
Shares 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.
FCMLLC, as an investment adviser, has the power to direct
the disposition of the proceeds from the sale of Shares
held by the Managed Accounts. Ms. Moore is a managing
member of FCMLLC and FPLLC.
(e) Not applicable.
P. 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.
FCMLLC, as an investment adviser, has the power to direct
the disposition of the proceeds from the sale of the
Shares held by the Managed Accounts. Mr. Steyer is
the senior managing member of FCMLLC and FPLLC.
(e) Not applicable.
The ownership of the Shares reported hereby for FCP,
FCIP, FCIP II, Tinicum and the Managed Accounts are owned
directly by such entities. Each of Boilini, 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, each of
FPLLC and Fairman, as a managing member of FPLLC, may be
deemed to be the beneficial owners of all such Shares
other than the Shares owned by the Managed Accounts, and
FCMLLC may be deemed to be the beneficial owner of all
such Shares owned by the Managed Accounts. Each of
FCMLLC, FPLLC, Boilini, Cohen, Downes,
PAGE
<PAGE>
Fairman, Fish, Fremder, Mellin, Millham, Moore and Steyer
hereby disclaim any beneficial ownership of any such
Shares.
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: December 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
____________________________________
Thomas F. Steyer, individually and as
attorney-in-fact for each of Enrique
H. Boilini, David I. Cohen, Joseph F.
Downes, Fleur E. Fairman, Jason M.
Fish, Andrew B. Fremder, William F.
Mellin, Stephen L. Millham, and
Meridee A. Moore.
PAGE
<PAGE>
ANNEX 1
Set forth below with respect to Farallon Capital
Management, L.L.C. and Farallon Partners, L.L.C. is the
following: (a) name; (b) address; (c) principal business;
(d) state of organization; and (e) controlling persons.
Set forth below, with respect to each managing member of
the General Partner of FCP, FCIP, FCIP II, and Tinicum,
is the following: (a) name; (b) business address; (c)
principal occupation; and (d) citizenship.
1. (a) Farallon Capital Management, L.L.C.
(b) One Maritime Plaza, Suite 1325
San Francisco, CA 94111
(c) Serves as investment adviser to various
managed accounts.
(d) Delaware limited liability company
(e) Managing Members: Thomas F. Steyer, Senior
Managing Member, Enrique H. Boilini, David I. Cohen,
Joseph H. Downes, Jason M. Fish, Andrew B. Fremder,
William F. Mellin, Stephen L. Millham and Meridee A.
Moore, Managing Members.
2. (a) Farallon Partners, L.L.C.
(b) c/o Farallon Capital Management, L.L.C.
One Maritime Plaza, Suite 1325
San Francisco, CA 94111
(c) Serves as general partner to investment
partnerships
(d) Delaware limited liability company
(e) Managing Members: Thomas F. Steyer, Senior
Managing Member, Enrique H. Boilini, David I. Cohen,
Joseph H. Downes, Fleur E. Fairman, Jason M. Fish, Andrew
B. Fremder, William F. Mellin, Stephen L. Millham and
Meridee A. Moore, Managing Members.
3. (a) Enrique H. Boilini
(b) c/o 75 Holly Hill Lane
Greenwich, CT 06830
(c) Managing Member of Farallon Partners,
L.L.C.; Managing Member of Farallon Capital Management,
L.L.C.
(d) Argentinean Citizen
4. (a) David I. Cohen
(b) c/o Farallon Capital Management, L.L.C.
One Maritime Plaza, Suite 1325
San Francisco, CA 94111
(c) Managing Member of Farallon Partners,
L.L.C.; Managing Member of Farallon Capital Management,
L.L.C.
(d) South African Citizen
PAGE
<PAGE>
5. (a) Joseph F. Downes
(b) c/o Farallon Capital Management, L.L.C.
One Maritime Plaza, Suite 1325
San Francisco, CA 94111
(c) Managing Member of Farallon Partners,
L.L.C.; Managing Member of Farallon Capital Management,
L.L.C.
(d) United States Citizen
6. (a) Fleur E. Fairman
(b) 993 Park Avenue
New York, New York 10028
(c) Managing Member of Farallon Partners,
L.L.C.
(d) United States Citizen
7. (a) Jason M. Fish
(b) c/o Farallon Capital Management, L.L.C.
One Maritime Plaza, Suite 1325
San Francisco, CA 94111
(c) Managing Member of Farallon Partners,
L.L.C.; Managing Member of Farallon Capital Management,
L.L.C.
(d) United States Citizen
8. (a) Andrew B. Fremder
(b) c/o Farallon Capital Management, L.L.C.
One Maritime Plaza, Suite 1325
San Francisco, CA 94111
(c) Managing Member of Farallon Partners,
L.L.C.; Managing Member of Farallon Capital Management,
L.L.C.
(d) United States Citizen
9. (a) William F. Mellin
(b) c/o Farallon Capital Management, L.L.C.
One Maritime Plaza, Suite 1325
San Francisco, CA 94111
(c) Managing Member of Farallon Partners,
L.L.C.; Managing Member of Farallon Capital Management,
L.L.C.
(d) United States Citizen
10. (a) Stephen L. Millham
(b) c/o Farallon Capital Management, L.L.C.
One Maritime Plaza, Suite 1325
San Francisco, CA 94111
(c) Managing Member of Farallon Partners,
L.L.C.; Managing Member of Farallon Capital Management,
L.L.C.
(d) United States Citizen
PAGE
<PAGE>
11. (a) Meridee A. Moore
(b) c/o Farallon Capital Management, L.L.C.
One Maritime Plaza, Suite 1325
San Francisco, CA 94111
(c) Managing Member of Farallon Partners,
L.L.C.; Managing Member of Farallon Capital Management,
L.L.C.
(d) United States Citizen
12. (a) Thomas F. Steyer
(b) c/o Farallon Capital Management, L.L.C.
One Maritime Plaza, Suite 1325
San Francisco, CA 94111
(c) Senior Managing Member of Farallon 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: December 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
____________________________________
Thomas F. Steyer, individually and as
attorney-in-fact for each of Enrique
H. Boilini, David I. Cohen, Joseph F.
Downes, Fleur E. Fairman, Jason M.
Fish, Andrew B. Fremder, William F.
Mellin, Stephen L. Millham, and
Meridee A. Moore.
PAGE
<PAGE>
SCHEDULE A
FARALLON CAPITAL PARTNERS, L.P.
NO. OF SHARES PRICE
TRADE DATE PURCHASED PER SHARE
(including
commission)
10/22/96 1,600 $9.75
10/31/96 3,200 $10.375
11/05/96 1,600 $10.375
12/12/96 5,000 $10.625
12/16/96 3,900 $10.625
PAGE
<PAGE>
SCHEDULE B
FARALLON CAPITAL INSTITUTIONAL PARTNERS, L.P.
NO. OF SHARES PRICE
TRADE DATE PURCHASED PER SHARE
(including
commission)
10/22/96 1,700 $9.75
10/31/96 3,400 $10.375
11/05/96 1,600 $10.375
12/12/96 8,600 $10.625
12/16/96 4,800 $10.625
PAGE
<PAGE>
SCHEDULE C
FARALLON CAPITAL INSTITUTIONAL PARTNERS II, L.P.
NO. OF SHARES PRICE
TRADE DATE PURCHASED PER SHARE
(including
commission)
10/22/96 400 $9.75
10/31/96 800 $10.375
11/05/96 400 $10.375
12/12/96 2,400 $10.625
12/16/96 1,200 $10.625
<PAGE>
<PAGE>
SCHEDULE D
TINICUM PARTNERS, L.P.
NO. OF SHARES PRICE
TRADE DATE PURCHASED PER SHARE
(including
commission)
10/22/96 300 $9.75
10/31/96 700 $10.374
11/05/96 300 $10.373
12/12/96 1,500 $10.625
12/16/96 900 $10.624
PAGE
<PAGE>
SCHEDULE E
FARALLON CAPITAL MANAGEMENT, L.L.C.
NO. OF SHARES PRICE
TRADE DATE PURCHASED PER SHARE
(including
commission)
10/22/96 800 $9.75
10/31/96 1,200 $10.375
11/01/96 4,000 $10.375
11/04/96 2,000 $10.375
11/05/96 700 $10.374
12/12/96 6,400 $10.625
12/16/96 2,300 $10.625
10/31/96 200 $10.375
12/12/96 300 $10.623
12/16/96 100 $10.62
10/22/96 200 $9.75
10/31/96 500 $10.374
11/01/96 3,500 $10.375
11/04/96 3,000 $10.375
11/05/96 400 $10.375
12/12/96 5,800 $10.625
12/16/96 1,800 $10.625
