UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Sphere Drake Holdings Limited (SD)
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
CUSIP No. G8345M1010
(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)
September 16, 1997
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the
subject of this Schedule 13D, and is filing this schedule
because of Rule 13d-1(b)(3) or (4), check the following
box .
Note: Six copies of this statement, including all
exhibits, should be filed with the Commission. See Rule
13d-1(a) for other parties to whom copies are to be
sent.
* The remainder of this cover page shall be filled out
for a reporting person's initial filing on this form with
respect to the subject class of securities, and for any
subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover
page shall not be deemed to be "filed" for the purpose of
Section 18 of the Securities Exchange Act of 1934 ("Act")
or otherwise subject to the liabilities of that section
of that Act but shall be subject to all other provisions
of the Act (however, see the Notes).
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SCHEDULE 13D
CUSIP NO. G8345M1010
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
459,100
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
459,100
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
459,100
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
2.5%
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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SCHEDULE 13D
CUSIP NO. G8345M1010
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
409,700
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
409,700
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
409,700
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
2.2%
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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SCHEDULE 13D
CUSIP NO. G8345M1010
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
93,200
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
93,200
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
93,200
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
0.5 %
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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SCHEDULE 13D
CUSIP NO. G8345M1010
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Farallon Capital Institutional Partners III, L.P.
2 Check the Appropriate Box if a Member of a Group*
(a)
(b) /x/
3 SEC Use Only
4 Source of Funds*
WC
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned By Each
Reporting Person With
7 Sole Voting Power
-0-
8 Shared Voting Power
40,400
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
40,400
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
40,400
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
0.2%
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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SCHEDULE 13D
CUSIP NO. G8345M1010
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
55,700
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
55,700
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
55,700
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
0.3%
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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SCHEDULE 13D
CUSIP NO. G8345M1010
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
520,600
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
520,600
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
520,600
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*
IA, 00
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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SCHEDULE 13D
CUSIP NO. G8345M1010
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
1,058,100
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
1,058,100
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
1,058,100
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
5.8%
14 Type of Reporting Person*
00
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
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SCHEDULE 13D
CUSIP NO. G8345M1010
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Enrique H. Boilini
2 Check the Appropriate Box if a Member of a Group*
(a)
(b) /x/
3 SEC Use Only
4 Source of Funds*
AF, 00
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization
Argentina
Number of Shares Beneficially Owned By Each
Reporting Person With
7 Sole Voting Power
-0-
8 Shared Voting Power
1,578,700
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
1,578,700
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
1,578,700
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
8.6%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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SCHEDULE 13D
CUSIP NO. G8345M1010
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
David I. Cohen
2 Check the Appropriate Box if a Member of a Group*
(a)
(b) /x/
3 SEC Use Only
4 Source of Funds*
AF, 00
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization
South Africa
Number of Shares Beneficially Owned By Each
Reporting Person With
7 Sole Voting Power
-0-
8 Shared Voting Power
1,578,700
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
1,578,700
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
1,578,700
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
8.6%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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SCHEDULE 13D
CUSIP NO. G8345M1010
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Joseph F. Downes
2 Check the Appropriate Box if a Member of a Group*
(a)
(b) /x/
3 SEC Use Only
4 Source of Funds*
AF, 00
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization
United States
Number of Shares Beneficially Owned By Each
Reporting Person With
7 Sole Voting Power
-0-
8 Shared Voting Power
1,578,700
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
1,578,700
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
1,578,700
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
8.6%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
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SCHEDULE 13D
CUSIP NO. G8345M1010
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Fleur E. Fairman
2 Check the Appropriate Box if a Member of a Group*
(a)
(b) /x/
3 SEC Use Only
4 Source of Funds*
AF
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization
United States
Number of Shares Beneficially Owned By Each
Reporting Person With
7 Sole Voting Power
-0-
8 Shared Voting Power
1,058,100
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
1,058,100
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
1,058,100
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
5.8%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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SCHEDULE 13D
CUSIP NO. G8345M1010
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Jason M. Fish
2 Check the Appropriate Box if a Member of a Group*
(a)
(b) /x/
3 SEC Use Only
4 Source of Funds*
AF, 00
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization
United States
Number of Shares Beneficially Owned By Each
Reporting Person With
7 Sole Voting Power
-0-
8 Shared Voting Power
1,578,700
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
1,578,700
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
1,578,700
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
8.6%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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SCHEDULE 13D
CUSIP NO. G8345M1010
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Andrew B. Fremder
2 Check the Appropriate Box if a Member of a Group*
(a)
(b) /x/
3 SEC Use Only
4 Source of Funds*
AF, 00
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization
United States
Number of Shares Beneficially Owned By Each
Reporting Person With
7 Sole Voting Power
-0-
8 Shared Voting Power
1,578,700
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
1,578,700
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
1,578,700
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
8.6%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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<PAGE>
SCHEDULE 13D
CUSIP NO. G8345M1010
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
William F. Mellin
2 Check the Appropriate Box if a Member of a Group*
(a)
(b) /x/
3 SEC Use Only
4 Source of Funds*
AF, 00
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization
United States
Number of Shares Beneficially Owned By Each
Reporting Person With
7 Sole Voting Power
-0-
8 Shared Voting Power
1,578,700
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
1,578,700
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
1,578,700
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
8.6%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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<PAGE>
SCHEDULE 13D
CUSIP NO. G8345M1010
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Stephen L. Millham
2 Check the Appropriate Box if a Member of a Group*
(a)
(b) /x/
3 SEC Use Only
4 Source of Funds*
AF, 00
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization
United States
Number of Shares Beneficially Owned By Each
Reporting Person With
7 Sole Voting Power
-0-
8 Shared Voting Power
1,578,700
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
1,578,700
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
1,578,700
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
8.6%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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<PAGE>
SCHEDULE 13D
CUSIP NO. G8345M1010
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Meridee A. Moore
2 Check the Appropriate Box if a Member of a Group*
(a)
(b) /x/
3 SEC Use Only
4 Source of Funds*
AF, 00
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization
United States
Number of Shares Beneficially Owned By Each
Reporting Person With
7 Sole Voting Power
-0-
8 Shared Voting Power
1,578,700
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
1,578,700
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
1,578,700
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
8.6%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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SCHEDULE 13D
CUSIP NO. G8345M1010
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
1,578,700
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
1,578,700
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
1,578,700
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
8.6%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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This Amendment No. 1 to Schedule 13D amends the
Schedule 13D initially filed on August 8, 1997 (collectively,
with all amendments thereto, the "Schedule 13D").
Item 2. Identity and Background.
Paragraph (b) of Item 2 of the Schedule 13D is amended
and restated in its entirety as follows:
(b) The address of the principal business and principal
office of (i) the Partnerships, FCMLLC and FPLLC is One
Maritime Plaza, Suite 1325, San Francisco, California 94111,
and (ii) Offshore is Craigmuir Chambers, P.O. Box 71, Road
Town, Tortola, British Virgin Islands.
Item 3. Source and Amount of Funds and Other
Consideration.
Item 3 of the Schedule 13D is amended and
restated in its entirety as follows:
The net investment cost (including commissions)
is $1,480,812 for the 167,800 Shares acquired by FCP since the filing
of the prior Schedule 13D, $1,290,126 for the 146,200 Shares acquired
by FCIP since the filing of the prior Schedule 13D, $206,376 for the 23,400
Shares acquired by FCIP II since the filing of the prior Schedule 13D,
$149,132 for the 16,900 Shares acquired by FCIP III since the filing
of the prior Schedule 13D, $195,050 for the 22,100 Shares acquired
by Tinicum since the filing of the prior Schedule 13D and
$1,660,192 for the 188,100 Shares acquired by the
Managed Accounts since the filing of the prior Schedule 13D.
The consideration for such acquisitions was obtained
as follows: (i) with respect to FCIP, FCIP II and FCIP III, from
working capital; (ii) with respect to the Managed Accounts,
from the working capital of each Managed Account and/or
from borrowings pursuant to margin accounts maintained by
some of the Managed Accounts at Goldman Sachs & Co.;
and (iii) with respect to FCP and Tinicum, from working
capital, from borrowings pursuant to margin accounts maintained
by FCP and Tinicum at Goldman Sahcs & Co. and/or
from borrowings pursuant to separate revolving credit
agreements
PAGE
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entered into by each of FCP and Tinicum
with ING (U.S.) Capital Corporation. FCP, Tinicum
and some of the Managed Accounts hold certain
securities in their respective margin accounts at Goldman
Sachs & Co., and the accounts may from time to time
have debit balances. It is not possible to determine the
amount of borrowings, if any, used to acquire the Shares.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is amended and restated
in its entirety as follows:
A. Farallon Capital Partners, L.P.
(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 18,382,661 Shares outstanding as of August 7, 1997 as
reported by the Company in its Form 10Q for the period
ended June 30, 1997.
(c) The trading dates, number of Shares
purchased or sold and the price per Share for all
purchases and sales of the Shares since the filing of the prior Schedule
13D are set forth on Schedule A hereto and are incorporated
herein by reference. All of such transactions were
open-market transactions.
(d) FPLLC as General Partner has the
power to direct the affairs of FCP, including
the disposition of the proceeds of the sale
of the Shares. Steyer is the senior
managing member of FPLLC, and Boilini, Cohen, Downes,
Fairman, Fish, Fremder, Mellin, Millham and Moore are
managing members of FPLLC.
(e) Not applicable.
B. Farallon Capital Institutional Partners, L.P.
(a), (b) The information set forth in Rows
7, 8, 9, 10, 11 and 13 of the cover page hereto for FCIP
is incorporated herein by reference.
PAGE
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(c) The trading dates, number of Shares
purchased or sold and the price per Share for all
purchases and sales of the Shares since the filing of the prior Schedule
13D are set forth on Schedule B hereto and are incorporated
herein by reference. All of such transactions were
open-market transactions.
(d) FPLLC as General Partner has the
power to direct the affairs of FCIP, including
the disposition of the proceeds of the sale
of the Shares. Steyer is the senior
managing member of FPLLC and Boilini, Cohen,
Downes, Fairman, Fish, Fremder, Mellin, Millham and
Moore are managing members of FPLLC.
(e) Not applicable.
C. Farallon Capital Institutional Partners II,
L.P.
(a), (b) The information set forth in Rows
7, 8, 9, 10, 11 and 13 of the cover page hereto for FCIP
II is incorporated herein by reference.
(c) The trading dates, number of Shares
purchased or sold and the price per Share for all
purchases and sales of the Shares since the filing of the prior Schedule
13D are set forth on Schedule C hereto and are incorporated
herein by reference. All of such transactions were
open-market transactions.
(d) FPLLC as General Partner has the
power to direct the affairs of FCIP II, including
the disposition of the proceeds of the sale of the
Shares. Steyer is the senior managing
member of FPLLC and Boilini, Cohen, Downes,
Fairman, Fish, Fremder, Mellin, Millham and
Moore are managing members of FPLLC.
(e) Not applicable.
D. Farallon Capital Institutional Partners III, L.P.
(a), (b) The information set forth in Rows 7,
8, 9, 10, 11 and 13 of the cover page hereto for FCIP III
is incorporated herein by reference.
(c) The trading dates, number of Shares
purchased or sold and the price per Share for all
purchases and sales of the Shares since the filing of the prior Schedule
13D are set forth on Schedule D hereto and are incorporated
herein by reference. All of such transactions were
open-market transactions.
PAGE
<PAGE>
(d) FPLLC as General Partner has the
power to direct the affairs of FCIP III, including
the disposition of the proceeds of the sale of the
Shares. Steyer is the senior managing
member of FPLLC and Boilini, Cohen, Downes,
Fairman, Fish, Fremder, Mellin, Millham and
Moore are managing members of FPLLC.
(e) Not applicable.
E. Tinicum Partners, L.P.
(a), (b) The information set forth in Rows 7,
8, 9, 10, 11 and 13 of the cover page hereto for Tinicum
is incorporated herein by reference.
(c) The trading dates, number of Shares
purchased or sold and the price per Share for all
purchases and sales of the Shares since the filing of the prior Schedule
13D are set forth on Schedule E hereto and are incorporated
herein by reference. All of such transactions were
open-market transactions.
(d) FPLLC as General Partner has the
power to direct the affairs of Tinicum, including
the disposition of the proceeds of the sale of the
Shares. Steyer is the senior managing
member of FPLLC and Boilini, Cohen, Downes,
Fairman, Fish, Fremder, Mellin, Millham and
Moore are managing members of FPLLC.
(e) Not applicable.
F. Farallon Capital Management, L.L.C.
(a), (b) The information set forth in Rows
7, 8, 9, 10, 11 and 13 of the cover page 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
purchases and sales of the Shares by the Managed Accounts
since the filing of the prior Schedule
13D are set forth on Schedule F hereto
and are incorporated herein by reference. All of such
transactions were open-market transactions.
(d) FCMLLC, as an investment adviser, has
the power to direct the disposition of the proceeds of
the sale of the Shares held by the Managed Accounts.
Steyer is the senior managing member of FCMLLC and
Boilini, Cohen, Downes, Fish, Fremder, Mellin,
Millham and Moore are managing members of FCMLLC.
PAGE
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(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. Steyer is the senior managing member of FPLLC
and Boilini, Cohen, Downes, Fairman, Fish, Fremder, Mellin,
Millham and Moore are managing members of FPLLC.
(e) Not applicable.
H. Enrique H. Boilini
(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 General Partner has the
power to direct the affairs of the Partnerships, includ-
ing the disposition of the proceeds of the sale of the Shares.
FCMLLC, as an investment adviser, has the power
to direct the disposition of the proceeds of the sale
of the Shares held by the Managed Accounts. Boilini is
a managing member of FCMLLC and FPLLC.
(e) Not applicable.
I. David I. Cohen
(a), (b) The information set forth in Rows
7, 8, 9, 10, 11 and 13 of the cover page hereto for Cohen
is incorporated herein by reference.
(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
PAGE
<PAGE>
the Shares. FCMLLC, as an investment adviser, has the power
to direct the disposition of the proceeds of the sale
of the Shares held by the Managed Accounts.
Cohen is a managing member of FCMLLC and FPLLC.
(e) Not applicable.
J. Joseph F. Downes
(a), (b) The information set forth in Rows
7, 8, 9, 10, 11 and 13 of the cover page hereto for
Downes is incorporated herein by reference.
(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 Shares.
FCMLLC, as an investment adviser, has the power
to direct the disposition of the proceeds of the sale
of the Shares held by the Managed Accounts. Downes is a
managing member of FCMLLC and FPLLC.
(e) Not applicable.
K. Fleur E. Fairman
(a), (b) The information set forth in Rows
7, 8, 9, 10, 11 and 13 of the cover page hereto for
Fairman is incorporated herein by reference.
(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
Shares. Fairman is a managing member of FPLLC.
(e) Not applicable.
L. Jason M. Fish
(a), (b) The information set forth in Rows
7, 8, 9, 10, 11 and 13 of the cover page hereto for Fish
is incorporated herein by reference.
(c) None.
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<PAGE>
(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
Shares. FCMLLC, as an investment adviser, has the power
to direct the disposition of the proceeds of the sale of the
Shares held by the Managed Accounts. Fish is a
managing member of FCMLLC and FPLLC.
(e) Not applicable.
M. Andrew B. Fremder
(a), (b) The information set forth in Rows
7, 8, 9, 10, 11 and 13 of the cover page hereto for
Fremder is incorporated herein by reference.
(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
Shares. FCMLLC, as an investment adviser, has the
power to direct the disposition of the proceeds of the
sale of the Shares held by the Managed Accounts.
Fremder is a managing member of FCMLLC and FPLLC.
(e) Not applicable.
N. William F. Mellin
(a), (b) The information set forth in Rows
7, 8, 9, 10, 11 and 13 of the cover page hereto for
Mellin is incorporated herein by reference.
(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 Shares.
FCMLLC, as an investment adviser, has the power
to direct the disposition of the proceeds of the sale
of the Shares held by the Managed Accounts.
Mellin is a managing member of FCMLLC and FPLLC.
(e) Not applicable.
O. Stephen L. Millham
PAGE
<PAGE>
(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 General Partner has the
power to direct the affairs of the Partnerships, includ-
ing the disposition of the proceeds of the sale of the Shares.
FCMLLC, as an investment adviser, has the power
to direct the disposition of the proceeds of the sale
of the Shares held by the Managed Accounts.
Millham is a managing member of FCMLLC and FPLLC.
(e) Not applicable.
P. Meridee A. Moore
(a), (b) The information set forth in Rows
7, 8, 9, 10, 11 and 13 of the cover page hereto for Moore
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 Shares.
FCMLLC, as an investment adviser, has the power
to direct the disposition of the proceeds of the sale
of Shares held by the Managed Accounts.
Moore is a managing member of FCMLLC and FPLLC.
(e) Not applicable.
Q. Thomas F. Steyer
(a), (b) The information set forth in Rows
7, 8, 9, 10, 11 and 13 of the cover page hereto for
Steyer is incorporated herein by reference.
(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 Shares.
FCMLLC, as an investment adviser, has the power
to direct the disposition of the proceeds of the sale
of the Shares held
PAGE
<PAGE>
by the Managed Accounts. Steyer is the senior managing
member of FCMLLC and FPLLC.
(e) Not applicable.
The Shares reported hereby for FCP,
FCIP, FCIP II, FCIP III, 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 owner of all such Shares.
Each of FPLLC and Fairman, as a managing member of FPLLC,
may be deemed to be the beneficial owner of all such Shares
other than the Shares owned by the Managed Accounts. 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.
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: September 26, 1997
/s/ Thomas F. Steyer
FARALLON PARTNERS, L.L.C.,
on its own behalf and as
General Partner of
FARALLON CAPITAL PARTNERS, L.P.,
FARALLON CAPITAL INSTITUTIONAL
PARTNERS, L.P., FARALLON
CAPITAL INSTITUTIONAL PARTNERS
II, L.P. FARALLON CAPITAL
I NSTITUTIONAL PARTNERS
III, L.P. and TINICUM PARTNERS, L.P.
By Thomas F. Steyer,
Senior Managing Member
/s/ Thomas F. Steyer
FARALLON CAPITAL MANAGEMENT, L.L.C.
By Thomas F. Steyer,
Senior Managing Member
/s/ Thomas F. Steyer
Thomas F. Steyer,
individually and as
attorney-in-fact for each
of Enrique H. Boilini, David I.
Cohen, Joseph F. Downes,
Fleur E. Fairman, Jason M. Fish,
Andrew B. Fremder, William
F. Mellin, Stephen L.
Millham, and Meridee A. Moore.
PAGE
<PAGE>
POWER OF ATTORNEY
The undersigned hereby appoints Thomas F. Steyer
his true and lawful attorney-in-fact and agent to
execute and file with the Securities and Exchange
Commission any Schedule 13D, Schedule 13G, any
amendments thereto or any related documentation
which may be required to be filed in his individual
capacity as a result of the undersigned's position as
managing member of FCMLLC and/or FPLLC, and
granting unto said attorney-in-fact and agent, full power
and authority to do and perform each and every act and
thing which he might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact
and agent, may lawfully do or cause to be done by
virtue hereof. The authority of Thomas F. Steyer
under this Power of Attorney shall continue with
respect to the undersigned until the undersigned is no
longer required to File Schedule 13Ds or 13Gs unless
revoked earlier in writing.
Date: Sept. , 22 1997 Name: /s/ Enrique H. Boilini
Enrique H. Boilini
PAGE
<PAGE>
POWER OF ATTORNEY
The undersigned hereby appoints Thomas F. Steyer
his true and lawful attorney-in-fact and agent to
execute and file with the Securities and Exchange
Commission any Schedule 13D, Schedule 13G, any
amendments thereto or any related documentation
which may be required to be filed in his individual
capacity as a result of the undersigned's position as
managing member of FCMLLC and/or FPLLC, and
granting unto said attorney-in-fact and agent, full power
and authority to do and perform each and every act and
thing which he might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact
and agent, may lawfully do or cause to be done by
virtue hereof. The authority of Thomas F. Steyer
under this Power of Attorney shall continue with
respect to the undersigned until the undersigned is no
longer required to File Schedule 13Ds or 13Gs unless
revoked earlier in writing.
Date: 9/22 , 1997 Name: /s/ David I. Cohen
David I. Cohen
PAGE
<PAGE>
POWER OF ATTORNEY
The undersigned hereby appoints Thomas F. Steyer
his true and lawful attorney-in-fact and agent to
execute and file with the Securities and Exchange
Commission any Schedule 13D, Schedule 13G, any
amendments thereto or any related documentation
which may be required to be filed in his individual
capacity as a result of the undersigned's position as
managing member of FCMLLC and/or FPLLC, and
granting unto said attorney-in-fact and agent, full power
and authority to do and perform each and every act and
thing which he might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact
and agent, may lawfully do or cause to be done by
virtue hereof. The authority of Thomas F. Steyer
under this Power of Attorney shall continue with
respect to the undersigned until the undersigned is no
longer required to File Schedule 13Ds or 13Gs unless
revoked earlier in writing.
Date: 9/26 , 1997 Name: /s/ Joseph F. Downes
Joseph F. Downes
PAGE
<PAGE>
POWER OF ATTORNEY
The undersigned hereby appoints Thomas F. Steyer
her true and lawful attorney-in-fact and agent to
execute and file with the Securities and Exchange
Commission any Schedule 13D, Schedule 13G, any
amendments thereto or any related documentation
which may be required to be filed in her individual
capacity as a result of the undersigned's position as
managing member of FPLLC, and granting unto said
attorney-in-fact and agent, full power
and authority to do and perform each and every act and
thing which he might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact
and agent, may lawfully do or cause to be done by
virtue hereof. The authority of Thomas F. Steyer
under this Power of Attorney shall continue with
respect to the undersigned until the undersigned is no
longer required to File Schedule 13Ds or 13Gs unless
revoked earlier in writing.
Date: 9 .22 1997 Name: /s/ Fleur E. Fairman
Fleur E. Fairman
PAGE
<PAGE>
POWER OF ATTORNEY
The undersigned hereby appoints Thomas F. Steyer
his true and lawful attorney-in-fact and agent to
execute and file with the Securities and Exchange
Commission any Schedule 13D, Schedule 13G, any
amendments thereto or any related documentation
which may be required to be filed in his individual
capacity as a result of the undersigned's position as
managing member of FCMLLC and/or FPLLC, and
granting unto said attorney-in-fact and agent, full power
and authority to do and perform each and every act and
thing which he might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact
and agent, may lawfully do or cause to be done by
virtue hereof. The authority of Thomas F. Steyer
under this Power of Attorney shall continue with
respect to the undersigned until the undersigned is no
longer required to File Schedule 13Ds or 13Gs unless
revoked earlier in writing.
Date: 9/25 , 1997 Name: /s/ Jason M. Fish
Jason M. Fish
PAGE
<PAGE>
POWER OF ATTORNEY
The undersigned hereby appoints Thomas F. Steyer
his true and lawful attorney-in-fact and agent to
execute and file with the Securities and Exchange
Commission any Schedule 13D, Schedule 13G, any
amendments thereto or any related documentation
which may be required to be filed in his individual
capacity as a result of the undersigned's position as
managing member of FCMLLC and/or FPLLC, and
granting unto said attorney-in-fact and agent, full power
and authority to do and perform each and every act and
thing which he might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact
and agent, may lawfully do or cause to be done by
virtue hereof. The authority of Thomas F. Steyer
under this Power of Attorney shall continue with
respect to the undersigned until the undersigned is no
longer required to File Schedule 13Ds or 13Gs unless
revoked earlier in writing.
Date: 9/22 , 1997 Name: /s/ Andrew B. Fremder
Andrew B. Fremder
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<PAGE>
POWER OF ATTORNEY
The undersigned hereby appoints Thomas F. Steyer
his true and lawful attorney-in-fact and agent to
execute and file with the Securities and Exchange
Commission any Schedule 13D, Schedule 13G, any
amendments thereto or any related documentation
which may be required to be filed in his individual
capacity as a result of the undersigned's position as
managing member of FCMLLC and/or FPLLC, and
granting unto said attorney-in-fact and agent, full power
and authority to do and perform each and every act and
thing which he might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact
and agent, may lawfully do or cause to be done by
virtue hereof. The authority of Thomas F. Steyer
under this Power of Attorney shall continue with
respect to the undersigned until the undersigned is no
longer required to File Schedule 13Ds or 13Gs unless
revoked earlier in writing.
Date: 9/25 , 1997 Name: /s/ William F. Mellin
William F. Mellin
PAGE
<PAGE>
POWER OF ATTORNEY
The undersigned hereby appoints Thomas F. Steyer
his true and lawful attorney-in-fact and agent to
execute and file with the Securities and Exchange
Commission any Schedule 13D, Schedule 13G, any
amendments thereto or any related documentation
which may be required to be filed in his individual
capacity as a result of the undersigned's position as
managing member of FCMLLC and/or FPLLC, and
granting unto said attorney-in-fact and agent, full power
and authority to do and perform each and every act and
thing which he might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact
and agent, may lawfully do or cause to be done by
virtue hereof. The authority of Thomas F. Steyer
under this Power of Attorney shall continue with
respect to the undersigned until the undersigned is no
longer required to File Schedule 13Ds or 13Gs unless
revoked earlier in writing.
Date: 9/25 , 1997 Name: /s/ Stephen L. Millham
Stephen L. Millham
PAGE
<PAGE>
POWER OF ATTORNEY
The undersigned hereby appoints Thomas F. Steyer
her true and lawful attorney-in-fact and agent to
execute and file with the Securities and Exchange
Commission any Schedule 13D, Schedule 13G, any
amendments thereto or any related documentation
which may be required to be filed in her individual
capacity as a result of the undersigned's position as
managing member of FCMLLC and/or FPLLC, and
granting unto said attorney-in-fact and agent, full power
and authority to do and perform each and every act and
thing which he might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact
and agent, may lawfully do or cause to be done by
virtue hereof. The authority of Thomas F. Steyer
under this Power of Attorney shall continue with
respect to the undersigned until the undersigned is no
longer required to File Schedule 13Ds or 13Gs unless
revoked earlier in writing.
Date: 9/25 , 1997 Name: /s/ Meridee A. Moore
Meridee A. Moore
PAGE
<PAGE>
SCHEDULE A
FARALLON CAPITAL PARTNERS, L.P.
NO. OF SHARES PRICE
TRADE DATE PURCHASED PER SHARE
(including
commission)
08/08/97 1,800 $8.73
08/11/97 7,400 $8.73
09/16/97 154,500 $8.83
09/23/97 4,100 $8.85
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SCHEDULE B
FARALLON CAPITAL INSTITUTIONAL PARTNERS, L.P.
NO. OF SHARES PRICE
TRADE DATE PURCHASED PER SHARE
(including
commission)
08/08/97 1,800 $8.73
08/11/97 6,900 $8.73
09/16/97 133,900 $8.83
09/23/97 3,600 $8.85
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SCHEDULE C
FARALLON CAPITAL INSTITUTIONAL PARTNERS II, L.P.
NO. OF SHARES PRICE
TRADE DATE PURCHASED PER SHARE
(including
commission)
08/08/97 500 $8.73
08/11/97 2,000 $8.73
09/16/97 20,400 $8.83
09/23/97 500 $8.85
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SCHEDULE D
FARALLON CAPITAL INSTITUTIONAL PARTNERS III, L.P.
NO. OF SHARES PRICE
TRADE DATE PURCHASED PER SHARE
(including
commission)
08/08/97 200 $8.73
08/11/97 800 $8.73
09/16/97 15,500 $8.83
09/23/97 400 $8.85
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SCHEDULE E
TINICUM PARTNERS, L.P.
NO. OF SHARES PRICE
TRADE DATE PURCHASED PER SHARE
(including
commission)
08/08/97 200 $8.73
08/11/97 800 $8.73
09/16/97 20,600 $8.83
09/23/97 500 $8.85
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SCHEDULE F
FARALLON CAPITAL MANAGEMENT, L.L.C.
NO. OF SHARES PRICE
TRADE DATE PURCHASED PER SHARE
(including
commission)
08/08/97 1,200 $8.73
08/11/97 4,800 $8.73
09/16/97 128,800 $8.83
09/23/97 7,800 $8.85
08/08/97 200 $8.73
08/11/97 800 $8.73
09/16/97 5,200 $8.83
09/23/97 500 $8.85
08/08/97 400 $8.73
08/11/97 1,500 $8.73
09/16/97 36,100 $8.83
09/23/97 800 $8.85
<PAGE>
