UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
Aerospace Creditors Liquidating Trust
(Name of Issuer)
Units of Beneficial Interest
(Title of Class of Securities)
CUSIP No. 008017105
(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 29, 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 benefi-
cial 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).
PAGE
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SCHEDULE 13D
CUSIP No. 008017105
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
526,683
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
526,683
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
526,683
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
15.9%
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
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SCHEDULE 13D
CUSIP No. 008017105
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Farallon Capital Institutional Partners, L.P.
2 Check the Appropriate Box if a Member of a Group*
(a)
(b) /x/
3 SEC Use Only
4 Source of Funds*
WC
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization
California
Number of Shares Beneficially Owned By Each
Reporting Person With
7 Sole Voting Power
-0-
8 Shared Voting Power
534,332
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
534,332
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
534,332
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
16.2%
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
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SCHEDULE 13D
CUSIP No. 008017105
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
205,135
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
205,135
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
205,135
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
6.2%
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
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SCHEDULE 13D
CUSIP No. 008017105
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
79,090
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
79,090
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
79,090
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
2.4%
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
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SCHEDULE 13D
CUSIP No. 008017105
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. 008017105
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
91,601
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
91,601
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
91,601
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
2.8%
14 Type of Reporting Person*
00
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
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SCHEDULE 13D
CUSIP No. 008017105
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Farallon Partners, L.L.C.
2 Check the Appropriate Box if a Member of a Group*
(a)
(b) /x/
3 SEC Use Only
4 Source of Funds*
AF
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned By Each
Reporting Person With
7 Sole Voting Power
-0-
8 Shared Voting Power
1,345,240
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
1,345,240
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
1,345,240
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
40.7%
14 Type of Reporting Person*
00
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
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SCHEDULE 13D
CUSIP No. 008017105
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)
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
1,436,841
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
1,436,841
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
1,436,841
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
43.5%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
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SCHEDULE 13D
CUSIP No. 008017105
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
1,436,841
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
1,436,841
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
1,436,841
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
43.5%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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SCHEDULE 13D
CUSIP No. 008017105
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
1,345,240
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
1,345,240
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
1,345,240
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
40.7%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
<PAGE>
SCHEDULE 13D
CUSIP No. 008017105
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
1,436,841
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
1,436,841
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
1,436,841
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
43.5%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
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SCHEDULE 13D
CUSIP No. 008017105
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
1,436,841
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
1,436,841
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
1,436,841
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
43.5.%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
<PAGE>
SCHEDULE 13D
CUSIP No. 008017105
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
1,436,841
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
1,436,841
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
1,436,841
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
43.5%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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SCHEDULE 13D
CUSIP No. 008017105
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
1,436,841
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
1,436,841
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
1,436,841
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
43.5%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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SCHEDULE 13D
CUSIP No. 008017105
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
1,436,841
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
1,436,841
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
1,436,841
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
43.5%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
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SCHEDULE 13D
CUSIP No. 008017105
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!
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SCHEDULE 13D
CUSIP No. 008017105
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Thomas F. Steyer
2 Check the Appropriate Box if a Member of a Group*
(a)
(b) /x/
3 SEC Use Only
4 Source of Funds*
AF, 00
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization
United States
Number of Shares Beneficially Owned By Each
Reporting Person With
7 Sole Voting Power
-0-
8 Shared Voting Power
1,436,841
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
1,436,841
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
1,436,841
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
43.5%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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This Amendment No. 6 to Schedule 13D amends the
Schedule 13D initially filed on December 16, 1993
(collectively, with all amendments thereto, the "Schedule
13D") and reports a recent reorganization of beneficial
ownership of certain of the Reporting Persons. This
Amendment No. 6 constitutes an initial statement for
newly-formed entities, as more fully set forth herein.
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 Units of Beneficial Interest
(the "Units") held by it; (ii) Farallon Capital Institu-
tional Partners, L.P., a California limited partnership
("FCIP"), with respect to the Units held by it: (iii)
Farallon Capital Institutional Partners II, L.P., a
California limited partnership ("FCIP II"), with respect
to the Units held by it; (iv) Tinicum Partners, L.P., a
New York limited partnership ("Tinicum"), with respect to
the Units 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 Units 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 Units 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"),
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with respect to the Units held by each of the entities
named in (i) through (iv) and (vi) above; (ix) Fleur E.
Fairman ("Fairman") with respect to the Units 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 units of beneficial interest. 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 FCP, FCIP, FCIP II
and Tinicum (together, the "Partnerships"). Because Mr.
Ruttenberg is neither a General Partner of the Partner-
ships nor a managing member of either FPLLC or FCMLLC, he
is no longer deemed a "beneficial owner" of any of the
Units. The name, principal business, state of incorpora-
tion, executive officers, directors and controlling
persons of FCMLLC and FPLLC, are set forth on Annex 1
hereto. The ownership of the Units 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 Units, each of FPLLC
and Fairman, as a managing member of FPLLC, may be deemed
to the beneficial owners of all such Units other than the
Units owned by the Managed Accounts, and FCMLLC may be
deemed to be the beneficial owner of all such Units 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 Units.
PAGE
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(b) The address of the principal business and
principal office of (i) the Partnerships, FCMLLC and
FPLLC is One Maritime Plaza, Suite 1325, San Francisco
California 94111, and (ii) Offshore is CITCO Building,
Wickhams Cay, P.O. Box 662, Road Town, Tortola, British
Virgin Islands.
(c) The principal business of each of the
Partnerships and Offshore is that of a private investment
fund engaging in the purchase and sale of securities for
its own account. The principal business of FPLLC is to
act as General Partner of the Partnerships. The princi-
pal business of FCMLLC is that of a registered investment
adviser.
(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 jurisdic-
tion and, as a result of such proceeding, was, or is
subject to, a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating
activities subject to, Federal or State securities laws
or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds and Other
Consideration.
Item 3 as reported on the Schedule 13D is hereby
amended and restated in its entirety as follows:
The net investment cost (including commissions) is
$434,055 for the 122,102 Units acquired by FCP since the
previous filing of Schedule 13D, $493,939 for the 138,800
Units acquired by FCIP since the previous filing of
Schedule 13D, $127,560 for the 36,100 Units acquired by
FCIP II since the previous filing of Schedule 13D,
$79,294 for
PAGE
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the 22,200 Units acquired by Tinicum since the previous
filing of Schedule 13D and $15,384 for the 4,300 Units
acquired by the Managed Accounts since the previous
filing of Schedule 13D. The consideration was obtained
from the working capital of each respective entity (in
the case of the Partnerships), or the working capital of
the Managed Accounts.
The Units 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 determine the
amounts, if any, of margin used with respect to the Units
purchased and sold. Currently, the interest rate charged
on such margin accounts is the broker call rate plus 0.5%
per annum.
Of the Units held by FCP and Tinicum, 404,582
Units held by FCP and 56,890 Units held by Tinicum have
been pledged pursuant to credit agreements entered into
between FCP and International Nederlanden (U.S.) Capital
Corporation ("ING"). Because other securities are
pledged pursuant to the credit agreements, it is not
possible to determine the amounts, if any, of leverage
used with respect to the Units purchased and sold.
Currently, the interest rate charged pursuant to the ING
credit agreements is LIBOR plus 2.25% 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:
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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 3,302,250 Units reported by the Company to be
outstanding as of May 10, 1996 in the Company's Form 10Q
for the quarterly period ended March 31, 1996.
(c) The trading dates, number of Units
purchased or sold and the price per Unit for all transac-
tions in the Units for the 60-day period preceding July
29, 1996 (the date of the event which required filing
of this Amendment No. 6 of Schedule 13D) 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
Units.
(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 Units
purchased or sold and the price per Unit for all transac-
tions in the Units for the 60-day period preceding July
29, 1996 (the date of the event which required filing
of this Amendment No. 6 of Schedule 13D) 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 FCIP, including decisions regarding
the disposition of the proceeds from the sale of the
Shares.
(e) Not applicable.
PAGE
<PAGE>
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 Units
purchased or sold and the price per Unit for all transac-
tions in the Units for the 60-day period preceding July
29, 1996 (the date of the event which required filing of
this Amendment No. 6 of Schedule 13D) 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 FCIP II, including decisions
regarding the disposition of the proceeds from the sale
of the Shares.
(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 Units
purchased or sold and the price per Unit for all transac-
tions in the Units for the 60-day period preceding July
29, 1996 (the date of the event which required filing
of this Amendment No. 6 of Schedule 13D) 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 Tinicum, including decisions
regarding the disposition of the proceeds from the sale
of the Shares.
(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.
(c) None.
(d) None.
PAGE
<PAGE>
(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 Units
purchased or sold and the price per Unit for all transac-
tions in the Units for the 60-day period preceding July
29, 1996 (the date of the event which required filing of
this Amendment No. 6 of Schedule 13D) are set forth on
Schedule A hereto and are incorporated herein by refer-
ence. All of such transactions were open-market transac-
tions.
(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. 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, includ-
ing the disposition of the proceeds of the sale of the
Units. 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.
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.
<PAGE>
(d) FPLLC as the General Partner has the
power to direct the affairs of the Partnerships, includ-
ing the disposition of the proceeds from the sale of the
Units. FCMLLC, as an investment adviser, has the power
to direct the disposition of the proceeds from the sale
of units 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, includ-
ing the disposition of the proceeds from the sale of the
Units. FCMLLC, as an investment adviser, has the power
to direct the disposition of the proceeds from the sale
of units 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, includ-
ing the disposition of the proceeds from the sale of the
Units. 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.
PAGE
<PAGE>
(c) None.
(d) FPLLC as the General Partner has the
power to direct the affairs of the Partnerships, includ-
ing the disposition of the proceeds from the sale of the
Units. FCMLLC, as an investment adviser, has the power
to direct the disposition of the proceeds from the sale
of units 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, includ-
ing the disposition of the proceeds from the sale of the
Units. FCMLLC, as an investment adviser, has the power
to direct the disposition of the proceeds from the sale
of units 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, includ-
ing the disposition of the proceeds from the sale of the
Units. FCMLLC, as an investment adviser, has the power
to direct the disposition of the proceeds from the sale
of units held by the Managed Accounts. Mr. Mellin is a
managing member of FCMLLC and FPLLC.
(e) Not applicable.
PAGE
<PAGE>
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, includ-
ing the disposition of the proceeds from the sale of the
Units. FCMLLC, as an investment adviser, has the power
to direct the disposition of the proceeds from the sale
of units 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, includ-
ing the disposition of the proceeds from the sale of the
Units. FCMLLC, as an investment adviser, has the power
to direct the disposition of the proceeds from the sale
of units held by the Managed Accounts. Ms. Moore is a
managing member of FCMLLC and FPLLC.
(e) Not applicable.
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.
PAGE
<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.
(c) None.
(d) FPLLC as the General Partner has the
power to direct the affairs of the Partnerships, includ-
ing the disposition of the proceeds from the sale of the
Units. FCMLLC, as an investment adviser, has the power
to direct the disposition of the proceeds from the sale
of the units held by the Managed Accounts. Mr. Steyer is
the senior managing member of FCMLLC and FPLLC.
(e) Not applicable.
The ownership of the Units 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 Units, each of FPLLC
and Fairman, as a managing member of FPLLC, may be deemed
to the beneficial owners of all such Units other than the
Units owned by the Managed Accounts, and FCMLLC may be
deemed to be the beneficial owner of all such Units 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 Units.
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: August 7, 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.; Director, NAB Asset Corporation
(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: August ___, 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
PURCHASED ("P") PER SHARE
TRADE DATE OR SOLD ("S") (including commission)
06/13/96 2,500P $2.80
07/29/96 112,502P $3.50
PAGE
<PAGE>
SCHEDULE B
FARALLON CAPITAL INSTITUTIONAL PARTNERS, L.P.
NO. OF SHARES PRICE
PURCHASED ("P") PER SHARE
TRADE DATE OR SOLD ("S") (including commission)
06/13/96 2,000P $2.80
07/29/96 130,000P $3.50
PAGE
<PAGE>
SCHEDULE C
FARALLON CAPITAL INSTITUTIONAL PARTNERS II, L.P.
NO. OF SHARES PRICE
PURCHASED ("P") PER SHARE
TRADE DATE OR SOLD ("S") (including commission)
06/13/96 500P $2.80
07/29/96 34,000P $3.50
PAGE
<PAGE>
SCHEDULE D
TINICUM PARTNERS, L.P.
NO. OF SHARES PRICE
PURCHASED ("P") PER SHARE
TRADE DATE OR SOLD ("S") (including commission)
06/13/96 700P $2.80
07/29/96 20,000P $3.50
PAGE
<PAGE>
SCHEDULE E
FARALLON CAPITAL MANAGEMENT INC.
NO. OF SHARES PRICE
PURCHASED ("P") PER SHARE
TRADE DATE OR SOLD ("S") (including commission)
06/13/96 300P $2.80
07/29/96 3,500P $3.50
