<PAGE>
-------------------------------
OMB APPROVAL
-------------------------------
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PURSUANT TO
RULE 101(d) OF REGULATION S-T
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. _________)1
Intelligent Polymers Limited
(Name of Issuer)
Common Stock, par value $.01 per Share
(Formerly Traded as Part of Intelligent Polymers/Biovail Units)
(Title of Class of Securities)
G48029105 (formerly included under CUSIP 45815V200)
(CUSIP Number)
Mark C. Wehrly
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)
October 1, 1999
(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 that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [ ].
Note. Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7(b)
for other parties to whom copies are to be sent.
(Continued on following pages)
Page 1 of 32 Pages
Exhibit Index Found on Page 31
- ------------------------
1 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 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
13D
===============================
CUSIP No. G48029105
===============================
- ----------=====================================================================
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Farallon Capital Partners, L.P.
- ----------=====================================================================
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of
538,000 Shares, which is 14.4% of the class of securities. The
reporting person on this cover page, however, is a beneficial owner
only of the securities reported by it on this cover page.
- ----------=====================================================================
3 SEC USE ONLY
- ----------=====================================================================
4 SOURCE OF FUNDS*
WC, OO
- ----------=====================================================================
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e)
[ ]
- ----------=====================================================================
6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
- ----------------------=========================================================
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
------=========================================================
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 122,450 [See 11 below and the Preliminary Note.]
------=========================================================
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
------=========================================================
PERSON WITH 10 SHARED DISPOSITIVE POWER
122,450 [See 11 below and the Preliminary Note.]
- ----------------------=========================================================
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
122,450 [Reflects the separation of the Intelligent Polymers Units
into underlying Intelligent Polymers Shares and Biovail Warrants as
described in the Preliminary Note herein. The Reporting Person's
beneficial ownership in the Intelligent Polymers Shares underlying the
Units is the same as it was prior to separation. See the Schedule 13D
filed by the Reporting Person with respect to the Intelligent Polymers
Units. See also the Preliminary Note.]
- ----------=====================================================================
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[ ]
- ----------=====================================================================
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.3% [Reflects the separation of the Intelligent Polymers Units into
underlying Intelligent Polymers Shares and Biovail Warrants as
described in the Preliminary Note herein. The Reporting Person's
beneficial ownership in the Intelligent Polymers Shares underlying the
Units is the same as it was prior to separation. See the Schedule 13D
filed by the Reporting Person with respect to the Intelligent Polymers
Units. See also the Preliminary Note.]
- ----------=====================================================================
14 TYPE OF REPORTING PERSON*
PN
- ----------=====================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 32 Pages
<PAGE>
13D
===============================
CUSIP No. G48029105
===============================
- ---------======================================================================
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Farallon Capital Institutional Partners, L.P.
- ---------======================================================================
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of
538,000 Shares, which is 14.4% of the class of securities. The
reporting person on this cover page, however, is a beneficial owner
only of the securities reported by it on this cover page.
- ---------======================================================================
3 SEC USE ONLY
- ---------======================================================================
4 SOURCE OF FUNDS*
WC
- ---------======================================================================
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e)
[ ]
- ---------======================================================================
6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
- ----------------------=========================================================
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
------=========================================================
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 133,600 [See 11 below and the Preliminary Note.]
------=========================================================
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
------=========================================================
PERSON WITH 10 SHARED DISPOSITIVE POWER
133,600 [See 11 below and the Preliminary Note.]
- ----------------------=========================================================
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
133,600 [Reflects the separation of the Intelligent Polymers Units into
underlying Intelligent Polymers Shares and Biovail Warrants as
described in the Preliminary Note herein. The Reporting Person's
beneficial ownership in the Intelligent Polymers Shares underlying the
Units is the same as it was prior to separation. See the Schedule 13D
filed by the Reporting Person with respect to the Intelligent Polymers
Units. See also the Preliminary Note.]
- ---------======================================================================
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[ ]
- ---------======================================================================
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.6% [Reflects the separation of the Intelligent Polymers Units into
underlying Intelligent Polymers Shares and Biovail Warrants as
described in the Preliminary Note herein. The Reporting Person's
beneficial ownership in the Intelligent Polymers Shares underlying the
Units is the same as it was prior to separation. See the Schedule 13D
filed by the Reporting Person with respect to the Intelligent Polymers
Units. See also the Preliminary Note.]
- ---------======================================================================
14 TYPE OF REPORTING PERSON*
PN
- ---------======================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 3 of 32 Pages
<PAGE>
13D
===============================
CUSIP No. G48029105
===============================
- ---------======================================================================
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Farallon Capital Institutional Partners II, L.P.
- ---------======================================================================
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of
538,000 Shares, which is 14.4% of the class of securities. The
reporting person on this cover page, however, is a beneficial owner
only of the securities reported by it on this cover page.
- ---------======================================================================
3 SEC USE ONLY
- ---------======================================================================
4 SOURCE OF FUNDS*
WC
- ---------======================================================================
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e)
[ ]
- ---------======================================================================
6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
- ----------------------=========================================================
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
------=========================================================
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 28,400 [See 11 below and the Preliminary Note.]
------=========================================================
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
------=========================================================
PERSON WITH 10 SHARED DISPOSITIVE POWER
28,400 [See 11 below and the Preliminary Note.]
- ----------------------=========================================================
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
28,400 [Reflects the separation of the Intelligent Polymers Units into
underlying Intelligent Polymers Shares and Biovail Warrants as
described in the Preliminary Note herein. The Reporting Person's
beneficial ownership in the Intelligent Polymers Shares underlying the
Units is the same as it was prior to separation. See the Schedule 13D
filed by the Reporting Person with respect to the Intelligent Polymers
Units. See also the Preliminary Note.]
- ---------======================================================================
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[ ]
- ---------======================================================================
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.8% [Reflects the separation of the Intelligent Polymers Units into
underlying Intelligent Polymers Shares and Biovail Warrants as
described in the Preliminary Note herein. The Reporting Person's
beneficial ownership in the Intelligent Polymers Shares underlying the
Units is the same as it was prior to separation. See the Schedule 13D
filed by the Reporting Person with respect to the Intelligent Polymers
Units. See also the Preliminary Note.]
- ---------======================================================================
14 TYPE OF REPORTING PERSON*
PN
- ---------======================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 4 of 32 Pages
<PAGE>
13D
===============================
CUSIP No. G48029105
===============================
- ---------======================================================================
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Farallon Capital Institutional Partners III, L.P.
- ---------======================================================================
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of
538,000 Shares, which is 14.4% of the class of securities. The
reporting person on this cover page, however, is a beneficial owner
only of the securities reported by it on this cover page.
- ---------======================================================================
3 SEC USE ONLY
- ---------======================================================================
4 SOURCE OF FUNDS*
WC
- ---------======================================================================
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e)
[ ]
- ---------======================================================================
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- ----------------------=========================================================
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
------=========================================================
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 24,700 [See 11 below and the Preliminary Note.]
------=========================================================
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
------=========================================================
PERSON WITH 10 SHARED DISPOSITIVE POWER
24,700 [See 11 below and the Preliminary Note.]
- ----------------------=========================================================
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,700 [Reflects the separation of the Intelligent Polymers Units into
underlying Intelligent Polymers Shares and Biovail Warrants as
described in the Preliminary Note herein. The Reporting Person's
beneficial ownership in the Intelligent Polymers Shares underlying the
Units is the same as it was prior to separation. See the Schedule 13D
filed by the Reporting Person with respect to the Intelligent Polymers
Units. See also the Preliminary Note.]
- ---------======================================================================
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% [Reflects the separation of the Intelligent Polymers Units into
underlying Intelligent Polymers Shares and Biovail Warrants as
described in the Preliminary Note herein. The Reporting Person's
beneficial ownership in the Intelligent Polymers Shares underlying the
Units is the same as it was prior to separation. See the Schedule 13D
filed by the Reporting Person with respect to the Intelligent Polymers
Units. See also the Preliminary Note.]
- ---------======================================================================
14 TYPE OF REPORTING PERSON*
PN
- ---------======================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 5 of 32 Pages
<PAGE>
13D
===============================
CUSIP No. G48029105
===============================
- ---------======================================================================
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Tinicum Partners, L.P.
- ---------======================================================================
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of
538,000 Shares, which is 14.4% of the class of securities. The
reporting person on this cover page, however, is a beneficial owner
only of the securities reported by it on this cover page.
- ---------======================================================================
3 SEC USE ONLY
- ---------======================================================================
4 SOURCE OF FUNDS*
WC, OO
- ---------======================================================================
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e)
[ ]
- ---------======================================================================
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
- ----------------------=========================================================
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
------=========================================================
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 15,500 [See 11 below and the Preliminary Note.]
------=========================================================
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
------=========================================================
PERSON WITH 10 SHARED DISPOSITIVE POWER
15,500 [See 11 below and the Preliminary Note.]
- ----------------------=========================================================
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,500 [Reflects the separation of the Intelligent Polymers Units into
underlying Intelligent Polymers Shares and Biovail Warrants as
described in the Preliminary Note herein. The Reporting Person's
beneficial ownership in the Intelligent Polymers Shares underlying the
Units is the same as it was prior to separation. See the Schedule 13D
filed by the Reporting Person with respect to the Intelligent Polymers
Units. See also the Preliminary Note.]
- ---------======================================================================
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[ ]
- ---------======================================================================
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.4% [Reflects the separation of the Intelligent Polymers Units into
underlying Intelligent Polymers Shares and Biovail Warrants as
described in the Preliminary Note herein. The Reporting Person's
beneficial ownership in the Intelligent Polymers Shares underlying the
Units is the same as it was prior to separation. See the Schedule 13D
filed by the Reporting Person with respect to the Intelligent Polymers
Units. See also the Preliminary Note.]
- ---------======================================================================
14 TYPE OF REPORTING PERSON*
PN
- ---------======================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 6 of 32 Pages
<PAGE>
13D
===============================
CUSIP No. G48029105
===============================
- ---------======================================================================
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Farallon Capital (CP) Investors, L.P.
- ---------======================================================================
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of
538,000 Shares, which is 14.4% of the class of securities. The
reporting person on this cover page, however, is a beneficial owner
only of the securities reported by it on this cover page.
- ---------======================================================================
3 SEC USE ONLY
- ---------======================================================================
4 SOURCE OF FUNDS*
WC, OO
- ---------======================================================================
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e)
[ ]
- ---------======================================================================
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
- ----------------------=========================================================
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
------=========================================================
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 24,200 [See 11 below and the Preliminary Note.]
------=========================================================
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
------=========================================================
PERSON WITH 10 SHARED DISPOSITIVE POWER
24,200 [See 11 below and the Preliminary Note.]
- ----------------------=========================================================
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,200 [Reflects the separation of the Intelligent Polymers Units into
underlying Intelligent Polymers Shares and Biovail Warrants as
described in the Preliminary Note herein. The Reporting Person's
beneficial ownership in the Intelligent Polymers Shares underlying the
Units is the same as it was prior to separation. See the Schedule 13D
filed by the Reporting Person with respect to the Intelligent Polymers
Units. See also the Preliminary Note.]
- ---------======================================================================
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[ ]
- ---------======================================================================
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.6% [Reflects the separation of the Intelligent Polymers Units into
underlying Intelligent Polymers Shares and Biovail Warrants as
described in the Preliminary Note herein. The Reporting Person's
beneficial ownership in the Intelligent Polymers Shares underlying the
Units is the same as it was prior to separation. See the Schedule 13D
filed by the Reporting Person with respect to the Intelligent Polymers
Units. See also the Preliminary Note.]
- ---------======================================================================
14 TYPE OF REPORTING PERSON*
PN
- ---------======================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 7 of 32 Pages
<PAGE>
13D
===============================
CUSIP No. G48029105
===============================
- ---------======================================================================
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Farallon Capital Management, L.L.C.
- ---------======================================================================
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of
538,000 Shares, which is 14.4% of the class of securities.
The reporting person on this cover page, however, may be
deemed a beneficial owner only of the securities reported by it on
this cover page.
- ---------======================================================================
3 SEC USE ONLY
- ---------======================================================================
4 SOURCE OF FUNDS*
OO
- ---------======================================================================
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e)
[ ]
- ---------======================================================================
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- ----------------------=========================================================
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
------=========================================================
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 189,150 [See 11 below and the Preliminary Note.]
------=========================================================
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
------=========================================================
PERSON WITH 10 SHARED DISPOSITIVE POWER
189,150 [See 11 below and the Preliminary Note.]
- ----------------------=========================================================
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
189,150 [Reflects the separation of the Intelligent Polymers Units into
underlying Intelligent Polymers Shares and Biovail Warrants as
described in the Preliminary Note herein. The Reporting Person's
beneficial ownership in the Intelligent Polymers Shares underlying the
Units is the same as it was prior to separation. See the Schedule 13D
filed by the Reporting Person with respect to the Intelligent Polymers
Units. See also the Preliminary Note.]
- ---------======================================================================
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[ ]
- ---------======================================================================
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.1% [Reflects the separation of the Intelligent Polymers Units
into underlying Intelligent Polymers Shares and Biovail Warrants as
described in the Preliminary Note herein. The Reporting Person's
beneficial ownership in the Intelligent Polymers Shares underlying the
Units is the same as it was prior to separation. See the Schedule 13D
filed by the Reporting Person with respect to the Intelligent Polymers
Units. See also the Preliminary Note.]
- ---------======================================================================
14 TYPE OF REPORTING PERSON*
IA, OO
- ---------======================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 8 of 32 Pages
<PAGE>
13D
===============================
CUSIP No. G48029105
===============================
- ---------======================================================================
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Farallon Partners, L.L.C.
- ---------======================================================================
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of
538,000 Shares, which is 14.4% of the class of securities.
The reporting person on this cover page, however, may be
deemed a beneficial owner only of the securities reported by it on
this cover page.
- ---------======================================================================
3 SEC USE ONLY
- ---------======================================================================
4 SOURCE OF FUNDS*
AF
- ---------======================================================================
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e)
[ ]
- ---------======================================================================
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- ----------------------=========================================================
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
------=========================================================
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 348,850 [See 11 below and the Preliminary Note.]
------=========================================================
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
------=========================================================
PERSON WITH 10 SHARED DISPOSITIVE POWER
348,850 [See 11 below and the Preliminary Note.]
- ----------------------=========================================================
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
348,850 [Reflects the separation of the Intelligent Polymers Units into
underlying Intelligent Polymers Shares and Biovail Warrants as
described in the Preliminary Note herein. The Reporting Person's
beneficial ownership in the Intelligent Polymers Shares underlying the
Units is the same as it was prior to separation. See the Schedule 13D
filed by the Reporting Person with respect to the Intelligent Polymers
Units. See also the Preliminary Note.]
- ---------======================================================================
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[ ]
- ---------======================================================================
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.3% [Reflects the separation of the Intelligent Polymers Units
into underlying Intelligent Polymers Shares and Biovail Warrants as
described in the Preliminary Note herein. The Reporting Person's
beneficial ownership in the Intelligent Polymers Shares underlying the
Units is the same as it was prior to separation. See the Schedule 13D
filed by the Reporting Person with respect to the Intelligent Polymers
Units. See also the Preliminary Note.]
- ---------======================================================================
14 TYPE OF REPORTING PERSON*
OO
- ---------======================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 9 of 32 Pages
<PAGE>
13D
===============================
CUSIP No. G48029105
===============================
- ---------======================================================================
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Enrique H. Boilini
- ---------======================================================================
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of
538,000 Shares, which is 14.4% of the class of securities.
The reporting person on this cover page, however, may be
deemed a beneficial owner only of the securities reported by it on
this cover page.
- ---------======================================================================
3 SEC USE ONLY
- ---------======================================================================
4 SOURCE OF FUNDS*
AF, OO
- ---------======================================================================
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e)
[ ]
- ---------======================================================================
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Argentina
- ----------------------=========================================================
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
------=========================================================
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 538,000 [See 11 below and the Preliminary Note.]
------=========================================================
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
------=========================================================
PERSON WITH 10 SHARED DISPOSITIVE POWER
538,000 [See 11 below and the Preliminary Note.]
- ----------------------=========================================================
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
538,000 [Reflects the separation of the Intelligent Polymers Units into
underlying Intelligent Polymers Shares and Biovail Warrants as
described in the Preliminary Note herein. The Reporting Person's
beneficial ownership in the Intelligent Polymers Shares underlying the
Units is the same as it was prior to separation. See the Schedule 13D
filed by the Reporting Person with respect to the Intelligent Polymers
Units. See also the Preliminary Note.]
- ---------======================================================================
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[ ]
- ---------======================================================================
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.4% [Reflects the separation of the Intelligent Polymers Units
into underlying Intelligent Polymers Shares and Biovail Warrants as
described in the Preliminary Note herein. The Reporting Person's
beneficial ownership in the Intelligent Polymers Shares underlying the
Units is the same as it was prior to separation. See the Schedule 13D
filed by the Reporting Person with respect to the Intelligent Polymers
Units. See also the Preliminary Note.]
- ---------======================================================================
14 TYPE OF REPORTING PERSON*
IN
- ---------======================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 10 of 32 Pages
<PAGE>
13D
===============================
CUSIP No. G48029105
===============================
- ---------======================================================================
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
David I. Cohen
- ---------======================================================================
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of
538,000 Shares, which is 14.4% of the class of securities.
The reporting person on this cover page, however, may be
deemed a beneficial owner only of the securities reported by it on
this cover page.
- ---------======================================================================
3 SEC USE ONLY
- ---------======================================================================
4 SOURCE OF FUNDS*
AF, OO
- ---------======================================================================
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e)
[ ]
- ---------======================================================================
6 CITIZENSHIP OR PLACE OF ORGANIZATION
South Africa
- ----------------------=========================================================
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
------=========================================================
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 538,000 [See 11 below and the Preliminary Note.]
------=========================================================
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
------=========================================================
PERSON WITH 10 SHARED DISPOSITIVE POWER
538,000 [See 11 below and the Preliminary Note.]
- ----------------------=========================================================
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
538,000 [Reflects the separation of the Intelligent Polymers Units into
underlying Intelligent Polymers Shares and Biovail Warrants as
described in the Preliminary Note herein. The Reporting Person's
beneficial ownership in the Intelligent Polymers Shares underlying the
Units is the same as it was prior to separation. See the Schedule 13D
filed by the Reporting Person with respect to the Intelligent Polymers
Units. See also the Preliminary Note.]
- ---------======================================================================
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[ ]
- ---------======================================================================
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.4% [Reflects the separation of the Intelligent Polymers Units
into underlying Intelligent Polymers Shares and Biovail Warrants as
described in the Preliminary Note herein. The Reporting Person's
beneficial ownership in the Intelligent Polymers Shares underlying the
Units is the same as it was prior to separation. See the Schedule 13D
filed by the Reporting Person with respect to the Intelligent Polymers
Units. See also the Preliminary Note.]
- ---------======================================================================
14 TYPE OF REPORTING PERSON*
IN
- ---------======================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 11 of 32 Pages
<PAGE>
13D
===============================
CUSIP No. G48029105
===============================
- ---------======================================================================
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Joseph F. Downes
- ---------======================================================================
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of
538,000 Shares, which is 14.4% of the class of securities.
The reporting person on this cover page, however, may be
deemed a beneficial owner only of the securities reported by it on
this cover page.
- ---------======================================================================
3 SEC USE ONLY
- ---------======================================================================
4 SOURCE OF FUNDS*
AF, OO
- ---------======================================================================
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e)
[ ]
- ---------======================================================================
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- ----------------------=========================================================
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
------=========================================================
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 538,000 [See 11 below and the Preliminary Note.]
------=========================================================
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
------=========================================================
PERSON WITH 10 SHARED DISPOSITIVE POWER
538,000 [See 11 below and the Preliminary Note.]
- ----------------------=========================================================
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
538,000 [Reflects the separation of the Intelligent Polymers Units into
underlying Intelligent Polymers Shares and Biovail Warrants as
described in the Preliminary Note herein. The Reporting Person's
beneficial ownership in the Intelligent Polymers Shares underlying the
Units is the same as it was prior to separation. See the Schedule 13D
filed by the Reporting Person with respect to the Intelligent Polymers
Units. See also the Preliminary Note.]
- ---------======================================================================
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[ ]
- ---------======================================================================
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.4% [Reflects the separation of the Intelligent Polymers Units
into underlying Intelligent Polymers Shares and Biovail Warrants as
described in the Preliminary Note herein. The Reporting Person's
beneficial ownership in the Intelligent Polymers Shares underlying the
Units is the same as it was prior to separation. See the Schedule 13D
filed by the Reporting Person with respect to the Intelligent Polymers
Units. See also the Preliminary Note.]
- ---------======================================================================
14 TYPE OF REPORTING PERSON*
IN
- ---------======================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 12 of 32 Pages
<PAGE>
13D
===============================
CUSIP No. G48029105
===============================
- ---------======================================================================
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
William F. Duhamel
- ---------======================================================================
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of
538,000 Shares, which is 14.4% of the class of securities.
The reporting person on this cover page, however, may be
deemed a beneficial owner only of the securities reported by it on
this cover page.
- ---------======================================================================
3 SEC USE ONLY
- ---------======================================================================
4 SOURCE OF FUNDS*
AF, OO
- ---------======================================================================
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e)
[ ]
- ---------======================================================================
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- ----------------------=========================================================
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
------=========================================================
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 538,000 [See 11 below and the Preliminary Note.]
------=========================================================
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
------=========================================================
PERSON WITH 10 SHARED DISPOSITIVE POWER
538,000 [See 11 below and the Preliminary Note.]
- ----------------------=========================================================
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
538,000 [Reflects the separation of the Intelligent Polymers Units into
underlying Intelligent Polymers Shares and Biovail Warrants as
described in the Preliminary Note herein. The Reporting Person's
beneficial ownership in the Intelligent Polymers Shares underlying the
Units is the same as it was prior to separation. See the Schedule 13D
filed by the Reporting Person with respect to the Intelligent Polymers
Units. See also the Preliminary Note.]
- ---------======================================================================
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[ ]
- ---------======================================================================
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.4% [Reflects the separation of the Intelligent Polymers Units
into underlying Intelligent Polymers Shares and Biovail Warrants as
described in the Preliminary Note herein. The Reporting Person's
beneficial ownership in the Intelligent Polymers Shares underlying the
Units is the same as it was prior to separation. See the Schedule 13D
filed by the Reporting Person with respect to the Intelligent Polymers
Units. See also the Preliminary Note.]
- ---------======================================================================
14 TYPE OF REPORTING PERSON*
IN
- ---------======================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 13 of 32 Pages
<PAGE>
13D
===============================
CUSIP No. G48029105
===============================
- ---------======================================================================
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Fleur E. Fairman
- ---------======================================================================
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of
538,000 Shares, which is 14.4% of the class of securities.
The reporting person on this cover page, however, may be
deemed a beneficial owner only of the securities reported by it on
this cover page.
- ---------======================================================================
3 SEC USE ONLY
- ---------======================================================================
4 SOURCE OF FUNDS*
AF
- ---------======================================================================
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e)
[ ]
- ---------======================================================================
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- ----------------------=========================================================
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
------=========================================================
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 348,850 [See 11 below and the Preliminary Note.]
------=========================================================
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
------=========================================================
PERSON WITH 10 SHARED DISPOSITIVE POWER
348,850 [See 11 below and the Preliminary Note.]
- ----------------------=========================================================
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
348,850 [Reflects the separation of the Intelligent Polymers Units into
underlying Intelligent Polymers Shares and Biovail Warrants as
described in the Preliminary Note herein. The Reporting Person's
beneficial ownership in the Intelligent Polymers Shares underlying the
Units is the same as it was prior to separation. See the Schedule 13D
filed by the Reporting Person with respect to the Intelligent Polymers
Units. See also the Preliminary Note.]
- ---------======================================================================
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[ ]
- ---------======================================================================
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.3% [Reflects the separation of the Intelligent Polymers Units
into underlying Intelligent Polymers Shares and Biovail Warrants as
described in the Preliminary Note herein. The Reporting Person's
beneficial ownership in the Intelligent Polymers Shares underlying the
Units is the same as it was prior to separation. See the Schedule 13D
filed by the Reporting Person with respect to the Intelligent Polymers
Units. See also the Preliminary Note.]
- ---------======================================================================
14 TYPE OF REPORTING PERSON*
IN
- ---------======================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 14 of 32 Pages
<PAGE>
13D
===============================
CUSIP No. G48029105
===============================
- ---------======================================================================
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Jason M. Fish
- ---------======================================================================
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of
538,000 Shares, which is 14.4% of the class of securities.
The reporting person on this cover page, however, may be
deemed a beneficial owner only of the securities reported by it on
this cover page.
- ---------======================================================================
3 SEC USE ONLY
- ---------======================================================================
4 SOURCE OF FUNDS*
AF, OO
- ---------======================================================================
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e)
[ ]
- ---------======================================================================
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- ----------------------=========================================================
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
------=========================================================
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 538,000 [See 11 below and the Preliminary Note.]
------=========================================================
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
------=========================================================
PERSON WITH 10 SHARED DISPOSITIVE POWER
538,000 [See 11 below and the Preliminary Note.]
- ----------------------=========================================================
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
538,000 [Reflects the separation of the Intelligent Polymers Units into
underlying Intelligent Polymers Shares and Biovail Warrants as
described in the Preliminary Note herein. The Reporting Person's
beneficial ownership in the Intelligent Polymers Shares underlying the
Units is the same as it was prior to separation. See the Schedule 13D
filed by the Reporting Person with respect to the Intelligent Polymers
Units. See also the Preliminary Note.]
- ---------======================================================================
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[ ]
- ---------======================================================================
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.4% [Reflects the separation of the Intelligent Polymers Units
into underlying Intelligent Polymers Shares and Biovail Warrants as
described in the Preliminary Note herein. The Reporting Person's
beneficial ownership in the Intelligent Polymers Shares underlying the
Units is the same as it was prior to separation. See the Schedule 13D
filed by the Reporting Person with respect to the Intelligent Polymers
Units. See also the Preliminary Note.]
- ---------======================================================================
14 TYPE OF REPORTING PERSON*
IN
- ---------======================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 15 of 32 Pages
<PAGE>
13D
===============================
CUSIP No. G48029105
===============================
- ---------======================================================================
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Andrew B. Fremder
- ---------======================================================================
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of
538,000 Shares, which is 14.4% of the class of securities.
The reporting person on this cover page, however, may be
deemed a beneficial owner only of the securities reported by it on
this cover page.
- ---------======================================================================
3 SEC USE ONLY
- ---------======================================================================
4 SOURCE OF FUNDS*
AF, OO
- ---------======================================================================
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e)
[ ]
- ---------======================================================================
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- ----------------------=========================================================
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
------=========================================================
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 538,000 [See 11 below and the Preliminary Note.]
------=========================================================
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
------=========================================================
PERSON WITH 10 SHARED DISPOSITIVE POWER
538,000 [See 11 below and the Preliminary Note.]
- ----------------------=========================================================
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
538,000 [Reflects the separation of the Intelligent Polymers Units into
underlying Intelligent Polymers Shares and Biovail Warrants as
described in the Preliminary Note herein. The Reporting Person's
beneficial ownership in the Intelligent Polymers Shares underlying the
Units is the same as it was prior to separation. See the Schedule 13D
filed by the Reporting Person with respect to the Intelligent Polymers
Units. See also the Preliminary Note.]
- ---------======================================================================
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[ ]
- ---------======================================================================
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.4% [Reflects the separation of the Intelligent Polymers Units
into underlying Intelligent Polymers Shares and Biovail Warrants as
described in the Preliminary Note herein. The Reporting Person's
beneficial ownership in the Intelligent Polymers Shares underlying the
Units is the same as it was prior to separation. See the Schedule 13D
filed by the Reporting Person with respect to the Intelligent Polymers
Units. See also the Preliminary Note.]
- ---------======================================================================
14 TYPE OF REPORTING PERSON*
IN
- ---------======================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 16 of 32 Pages
<PAGE>
13D
===============================
CUSIP No. G48029105
===============================
- ---------======================================================================
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Richard B. Fried
- ---------======================================================================
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of
538,000 Shares, which is 14.4% of the class of securities.
The reporting person on this cover page, however, may be
deemed a beneficial owner only of the securities reported by it on
this cover page.
- ---------======================================================================
3 SEC USE ONLY
- ---------======================================================================
4 SOURCE OF FUNDS*
AF, OO
- ---------======================================================================
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e)
[ ]
- ---------======================================================================
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- ----------------------=========================================================
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
------=========================================================
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 538,000 [See 11 below and the Preliminary Note.]
------=========================================================
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
------=========================================================
PERSON WITH 10 SHARED DISPOSITIVE POWER
538,000 [See 11 below and the Preliminary Note.]
- ----------------------=========================================================
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
538,000 [Reflects the separation of the Intelligent Polymers Units into
underlying Intelligent Polymers Shares and Biovail Warrants as
described in the Preliminary Note herein. The Reporting Person's
beneficial ownership in the Intelligent Polymers Shares underlying the
Units is the same as it was prior to separation. See the Schedule 13D
filed by the Reporting Person with respect to the Intelligent Polymers
Units. See also the Preliminary Note.]
- ---------======================================================================
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[ ]
- ---------======================================================================
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.4% [Reflects the separation of the Intelligent Polymers Units
into underlying Intelligent Polymers Shares and Biovail Warrants as
described in the Preliminary Note herein. The Reporting Person's
beneficial ownership in the Intelligent Polymers Shares underlying the
Units is the same as it was prior to separation. See the Schedule 13D
filed by the Reporting Person with respect to the Intelligent Polymers
Units. See also the Preliminary Note.]
- ---------======================================================================
14 TYPE OF REPORTING PERSON*
IN
- ---------======================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 17 of 32 Pages
<PAGE>
13D
===============================
CUSIP No. G48029105
===============================
- ---------======================================================================
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
William F. Mellin
- ---------======================================================================
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of
538,000 Shares, which is 14.4% of the class of securities.
The reporting person on this cover page, however, may be
deemed a beneficial owner only of the securities reported by it on
this cover page.
- ---------======================================================================
3 SEC USE ONLY
- ---------======================================================================
4 SOURCE OF FUNDS*
AF, OO
- ---------======================================================================
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e)
[ ]
- ---------======================================================================
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- ----------------------=========================================================
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
------=========================================================
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 538,000 [See 11 below and the Preliminary Note.]
------=========================================================
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
------=========================================================
PERSON WITH 10 SHARED DISPOSITIVE POWER
538,000 [See 11 below and the Preliminary Note.]
- ----------------------=========================================================
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
538,000 [Reflects the separation of the Intelligent Polymers Units into
underlying Intelligent Polymers Shares and Biovail Warrants as
described in the Preliminary Note herein. The Reporting Person's
beneficial ownership in the Intelligent Polymers Shares underlying the
Units is the same as it was prior to separation. See the Schedule 13D
filed by the Reporting Person with respect to the Intelligent Polymers
Units. See also the Preliminary Note.]
- ---------======================================================================
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[ ]
- ---------======================================================================
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.4% [Reflects the separation of the Intelligent Polymers Units
into underlying Intelligent Polymers Shares and Biovail Warrants as
described in the Preliminary Note herein. The Reporting Person's
beneficial ownership in the Intelligent Polymers Shares underlying the
Units is the same as it was prior to separation. See the Schedule 13D
filed by the Reporting Person with respect to the Intelligent Polymers
Units. See also the Preliminary Note.]
- ---------======================================================================
14 TYPE OF REPORTING PERSON*
IN
- ---------======================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 18 of 32 Pages
<PAGE>
13D
===============================
CUSIP No. G48029105
===============================
- ---------======================================================================
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Stephen L. Millham
- ---------======================================================================
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of
538,000 Shares, which is 14.4% of the class of securities.
The reporting person on this cover page, however, may be
deemed a beneficial owner only of the securities reported by it on
this cover page.
- ---------======================================================================
3 SEC USE ONLY
- ---------======================================================================
4 SOURCE OF FUNDS*
AF, OO
- ---------======================================================================
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e)
[ ]
- ---------======================================================================
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- ----------------------=========================================================
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
------=========================================================
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 538,000 [See 11 below and the Preliminary Note.]
------=========================================================
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
------=========================================================
PERSON WITH 10 SHARED DISPOSITIVE POWER
538,000 [See 11 below and the Preliminary Note.]
- ----------------------=========================================================
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
538,000 [Reflects the separation of the Intelligent Polymers Units into
underlying Intelligent Polymers Shares and Biovail Warrants as
described in the Preliminary Note herein. The Reporting Person's
beneficial ownership in the Intelligent Polymers Shares underlying the
Units is the same as it was prior to separation. See the Schedule 13D
filed by the Reporting Person with respect to the Intelligent Polymers
Units. See also the Preliminary Note.]
- ---------======================================================================
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[ ]
- ---------======================================================================
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.4% [Reflects the separation of the Intelligent Polymers Units
into underlying Intelligent Polymers Shares and Biovail Warrants as
described in the Preliminary Note herein. The Reporting Person's
beneficial ownership in the Intelligent Polymers Shares underlying the
Units is the same as it was prior to separation. See the Schedule 13D
filed by the Reporting Person with respect to the Intelligent Polymers
Units. See also the Preliminary Note.]
- ---------======================================================================
14 TYPE OF REPORTING PERSON*
IN
- ---------======================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 19 of 32 Pages
<PAGE>
13D
===============================
CUSIP No. G48029105
===============================
- ---------======================================================================
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Meridee A. Moore
- ---------======================================================================
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of
538,000 Shares, which is 14.4% of the class of securities.
The reporting person on this cover page, however, may be
deemed a beneficial owner only of the securities reported by it on
this cover page.
- ---------======================================================================
3 SEC USE ONLY
- ---------======================================================================
4 SOURCE OF FUNDS*
AF, OO
- ---------======================================================================
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e)
[ ]
- ---------======================================================================
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- ----------------------=========================================================
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
------=========================================================
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 538,000 [See 11 below and the Preliminary Note.]
------=========================================================
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
------=========================================================
PERSON WITH 10 SHARED DISPOSITIVE POWER
538,000 [See 11 below and the Preliminary Note.]
- ----------------------=========================================================
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
538,000 [Reflects the separation of the Intelligent Polymers Units into
underlying Intelligent Polymers Shares and Biovail Warrants as
described in the Preliminary Note herein. The Reporting Person's
beneficial ownership in the Intelligent Polymers Shares underlying the
Units is the same as it was prior to separation. See the Schedule 13D
filed by the Reporting Person with respect to the Intelligent Polymers
Units. See also the Preliminary Note.]
- ---------======================================================================
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[ ]
- ---------======================================================================
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.4% [Reflects the separation of the Intelligent Polymers Units
into underlying Intelligent Polymers Shares and Biovail Warrants as
described in the Preliminary Note herein. The Reporting Person's
beneficial ownership in the Intelligent Polymers Shares underlying the
Units is the same as it was prior to separation. See the Schedule 13D
filed by the Reporting Person with respect to the Intelligent Polymers
Units. See also the Preliminary Note.]
- ---------======================================================================
14 TYPE OF REPORTING PERSON*
IN
- ---------======================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 20 of 32 Pages
<PAGE>
13D
===============================
CUSIP No. G48029105
===============================
- ---------======================================================================
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Thomas F. Steyer
- ---------======================================================================
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of
538,000 Shares, which is 14.4% of the class of securities.
The reporting person on this cover page, however, may be
deemed a beneficial owner only of the securities reported by it on
this cover page.
- ---------======================================================================
3 SEC USE ONLY
- ---------======================================================================
4 SOURCE OF FUNDS*
AF, OO
- ---------======================================================================
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e)
[ ]
- ---------======================================================================
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- ----------------------=========================================================
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
------=========================================================
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 538,000 [See 11 below and the Preliminary Note.]
------=========================================================
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
------=========================================================
PERSON WITH 10 SHARED DISPOSITIVE POWER
538,000 [See 11 below and the Preliminary Note.]
- ----------------------=========================================================
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
538,000 [Reflects the separation of the Intelligent Polymers Units into
underlying Intelligent Polymers Shares and Biovail Warrants as
described in the Preliminary Note herein. The Reporting Person's
beneficial ownership in the Intelligent Polymers Shares underlying the
Units is the same as it was prior to separation. See the Schedule 13D
filed by the Reporting Person with respect to the Intelligent Polymers
Units. See also the Preliminary Note.]
- ---------======================================================================
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[ ]
- ---------======================================================================
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.4% [Reflects the separation of the Intelligent Polymers Units
into underlying Intelligent Polymers Shares and Biovail Warrants as
described in the Preliminary Note herein. The Reporting Person's
beneficial ownership in the Intelligent Polymers Shares underlying the
Units is the same as it was prior to separation. See the Schedule 13D
filed by the Reporting Person with respect to the Intelligent Polymers
Units. See also the Preliminary Note.]
- ---------======================================================================
14 TYPE OF REPORTING PERSON*
IN
- ---------======================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 21 of 32 Pages
<PAGE>
Preliminary Note.
On October 1, 1999 (the "Separation Date"), the Units of Intelligent
Polymers Limited (the "Units"), each composed of one Common Share, par value
$.01 per share, of Intelligent Polymers Limited (the "Shares") and one warrant
to purchase one common share, no par value, of Biovail Corporation International
(the "Warrants"), separated. As a result of the separation, the component Shares
and Warrants began trading independently and the Units have ceased to exist.
This Schedule 13D is being filed to report beneficial ownership of the Shares
(as opposed to the Units) as a result of the separation of the Shares from the
Units. There have been no transactions in the Shares by any of the Reporting
Persons (as defined below) since the Separation Date.
Prior to the Separation Date, the Reporting Persons had reported beneficial
ownership of the Units on a Schedule 13D which was most recently amended on
October 8, 1999.
Item 1. Security And Issuer.
This statement relates to shares of Common Stock, par value $.01 per share
(the "Shares") of Intelligent Polymers Limited (the "Company"). The Company's
principal offices are located at c/o Conyers Dill & Pearman, Clarendon House, 2
Church Street, Hamilton HM 11 DJ.
Item 2. Identity And Background.
(a) This statement is filed by the entities and persons listed below, all
of whom together are referred to herein as the "Reporting Persons."
The Partnerships
(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 California
limited partnership ("FCIP"), with respect to the Shares held
by it;
(iii) Farallon Capital Institutional Partners II, L.P., a California
limited partnership ("FCIP II"), with respect to the Shares
held by it;
Page 22 of 32 Pages
<PAGE>
(iv) Farallon Capital Institutional Partners III, L.P., a Delaware
limited partnership ("FCIP III"), with respect to the Shares
held by it;
(v) Tinicum Partners, L.P., a New York limited partnership
("Tinicum"), with respect to the Shares held by it; and
(vi) Farallon Capital (CP) Investors, L.P., a Cayman Islands
limited partnership ("FCCP") with respect to the Shares held
by it.
FCP, FCIP, FCIP II, FCIP III, Tinicum and FCCP are together referred to
herein as the "Partnerships."
The Management Company
(vii) Farallon Capital Management, L.L.C., a Delaware limited
liability company (the "Management Company"), with respect to
the Shares held by certain accounts managed by the Management
Company (the "Managed Accounts")1.
The General Partner Of The Partnerships
(viii)Farallon Partners, L.L.C., a Delaware limited liability
company which is the general partner of each of the
Partnerships (the "General Partner"), with respect to the
Shares held by each of the Partnerships.
The Managing Members Of The General Partner And The Management Company
(ix) The following eleven persons who are managing members of
both the General Partner and the Management Company, with
respect to the Shares held by the Partnerships and the
Managed Accounts: Enrique H. Boilini ("Boilini"), David I.
Cohen ("Cohen"), Joseph F. Downes ("Downes"), William F.
Duhamel ("Duhamel"), Jason M. Fish ("Fish"), Andrew B.
Fremder ("Fremder"), Richard B. Fried ("Fried"), William F.
Mellin ("Mellin"), Stephen L. Millham ("Millham"), Meridee
A. Moore ("Moore") and Thomas F. Steyer ("Steyer"); and
(x) the twelfth managing member of the General Partner, Fleur E.
Fairman ("Fairman"), with respect to the Shares held by the
Partnerships.
- ----------------------
2 Of the Shares reported by the Management Company on behalf of the Managed
Accounts, 6,600 Shares (equal to approximately 0.2% of the total Shares
currently outstanding) are held by The Absolute Return Fund of The Common Fund,
a non-profit corporation whose principal address is 450 Post Road East,
Westport, Connecticut 06881.
Page 23 of 32 Pages
<PAGE>
Boilini, Cohen, Downes, Duhamel, Fairman, Fish, Fremder, Fried, Mellin,
Millham, Moore, Steyer are together referred to herein as the "Individual
Reporting Persons."
(b) The address of the principal business and principal office of (i) FCCP
is c/o W.S. Walker & Company, P.O. Box 265 GT, Walker House, Grand Cayman,
Cayman Islands and c/o Farallon Partners, L.L.C., One Maritime Plaza, Suite
1325, San Francisco, California 94111, (ii) the other Partnerships, the General
Partner and the Management Company is One Maritime Plaza, Suite 1325, San
Francisco, California 94111 and (iii) each of the Individual Reporting Persons
is set forth in Annex 1 hereto.
(c) The principal business of each of the Partnerships is that of a private
investment fund engaging in the purchase and sale of investments for its own
account. The principal business of the General Partner is to act as the general
partner of the Partnerships. The principal business of the Management Company is
that of a registered investment adviser. The principal business of each of the
Individual Reporting Persons is set forth in Annex 1 hereto.
(d) None of the Partnerships, the Management Company, the General Partner
or any of the Individual Reporting Persons has, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) None of the Partnerships, the Management Company, the General Partner
or any of the Individual Reporting Persons has, during the last five years, been
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
(f) The citizenship of each of the Partnerships, the General Partner and
the Management Company is set forth above. Each of the Individual Reporting
Persons is a United States citizen
Page 24 of 32 Pages
<PAGE>
other than (i) Enrique H. Boilini who is an Argentinean citizen and (ii) David
I. Cohen who is a South African citizen.
The other information required by Item 2 relating to the identity and
background of the Reporting Persons is set forth in Annex 1 hereto.
Item 3. Source And Amount Of Funds And Other Consideration.
As stated in the Preliminary Note, this Schedule 13D is being filed solely
to reflect the separation of the Shares from the Units on the Separation Date.
The net investment costs (including commissions) for all Units acquired by the
Reporting Persons has been reported in the Schedule 13D, as amended, filed by
the Reporting Persons with respect to the Units. As stated therein, for purposes
of such filings, 100% of the net Unit price for each Unit was attributed to the
underlying Share. For further information regarding the net investment costs
(including commissions) of such Units (and corresponding Shares), see the
Schedule 13D, as amended, filed by the Reporting Persons with respect to the
Units.
Item 4. Purpose Of The Transaction.
The purpose of the acquisition of the Shares is for investment, and the
acquisitions of the Shares by each of the Partnerships and the Managed Accounts
were made in the ordinary course of business and were not made for the purpose
of acquiring control of the Company.
Although no Reporting Person has any specific plan or proposal to acquire
or dispose of Shares , consistent with its investment purpose, each Reporting
Person at any time and from time to time may acquire additional Shares or
dispose of any or all of its Shares depending upon an ongoing evaluation of the
investment in the Shares, prevailing market conditions, other investment
opportunities, liquidity requirements of the Reporting Person and/or other
investment
Page 25 of 32 Pages
<PAGE>
considerations. No Reporting Person has made a determination regarding a maximum
or minimum number of Shares which it may hold at any point in time.
Also, consistent with their investment intent, the Reporting Persons may
engage in communications with one or more shareholders of the Company, one or
more officers of the Company and/or one or more members of the board of
directors of the Company regarding the Company, including but not limited to its
operations.
Except to the extent the foregoing may be deemed a plan or proposal, none
of the Reporting Persons has any plans or proposals which relate to, or could
result in, any of the matters referred to in paragraphs (a) through (j),
inclusive, of the instructions to Item 4 of Schedule 13D. The Reporting Persons
may, at any time and from time to time, review or reconsider their position
and/or change their purpose and/or formulate plans or proposals with respect
thereto.
Item 5. Interest In Securities Of The Issuer.
(a) The Partnerships
(a),(b) The information set forth in Rows 7 through 13 of the cover
page hereto for each Partnership is incorporated herein by
reference for each such Partnership. The percentage amount
set forth in Row 13 of each cover page filed herewith as
well as Footnote Two hereto is calculated based upon the
3,737,500 Shares outstanding as of December 31, 1998 as
reported by the Company in its Form 20-F filed with the
Securities and Exchange Commission on December 31, 1998 and
confirmed by the Company in a telephone conversation on
October 6, 1999.
(c) As stated in the Preliminary Note, there have been no
transactions in the Shares since the Separation Date.
(d) The General Partner has the power to direct the affairs of the
Partnerships, including the disposition of the proceeds of the
sale of the Shares. The Individual Reporting Persons are managing
members of the General Partner.
(e) Not applicable.
Page 26 of 32 Pages
<PAGE>
(b) The Management Company
(a),(b) The information set forth in Rows 7 through 13 of the cover
page hereto for the Management Company is incorporated
herein by reference.
(c) As stated in the Preliminary Note, there have been no
transactions in the Shares since the Separation Date.
(d) The Management Company, 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. The Individual Reporting
Persons other than Fairman are managing members of the Management
Company.
(e) Not applicable.
(c) The General Partner
(a),(b) The information set forth in Rows 7 through 13 of the cover
page hereto for the General Partner is incorporated herein
by reference.
(c) None.
(d) The General Partner has the power to direct the affairs of the
Partnerships, including the disposition of the proceeds of the
sale of the Shares. The Individual Reporting Persons are managing
members of the General Partner.
(e) Not applicable.
(d) The Individual Reporting Persons
(a),(b) The information set forth in Rows 7 through 13 of the cover
page hereto for each Individual Reporting Person is
incorporated herein by reference for each such Individual
Reporting Person.
(c) None.
(d) The General Partner has the power to direct the affairs of the
Partnerships, including the disposition of the proceeds of the
sale of the Shares. The Management Company, 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. The
Individual Reporting Persons are managing members of the General
Partner. The Individual Reporting Persons other than Fairman are
managing members of the Management Company.
(e) Not applicable.
Page 27 of 32 Pages
<PAGE>
The Shares reported hereby for the Partnerships are owned directly by the
Partnerships and those reported by the Management Company on behalf of the
Managed Accounts are owned directly by the Managed Accounts. The General
Partner, as general partner to the Partnerships, may be deemed to be the
beneficial owner of all such Shares owned by the Partnerships. The Management
Company, as investment adviser to the Managed Accounts, may be deemed to be the
beneficial owner of all such Shares owned by the Managed Accounts. The eleven
Individual Reporting Persons who are managing members of both the General
Partner and the Management Company may each be deemed to be the beneficial owner
of all such Shares held by the Partnerships and the Managed Accounts. Fairman,
as a managing member of only the General Partner, may be deemed to be the
beneficial owner of all such Shares held by the Partnerships. Each of the
Management Company, the General Partner and the Individual Reporting Persons
hereby disclaims any beneficial ownership of any such Shares.
Item 6. Contracts, Arrangements, Understandings Or
Relationships With Respect To Securities Of The Issuer.
Except as described above, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) among the Reporting Persons
or between such persons and any other person with respect to any securities of
the Company, including but not limited to transfer or voting of any securities
of the Company, finder's fees, joint ventures, loan or option arrangements, puts
or calls, guarantees of profits, divisions of profits or loss, or the giving or
withholding of proxies.
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 28 of 32 Pages
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
Dated: October 8, 1999
/s/ Joseph F. Downes
----------------------------------------
FARALLON PARTNERS, L.L.C.,
on its own behalf and as General Partner of
FARALLON CAPITAL PARTNERS, L.P.,
FARALLON CAPITAL INSTITUTIONAL PARTNERS, L.P.,
FARALLON CAPITAL INSTITUTIONAL PARTNERS II, L.P.,
FARALLON CAPITAL INSTITUTIONAL PARTNERS III, L.P.,
TINICUM PARTNERS, L.P.,
And FARALLON CAPITAL (CP) INVESTORS, L.P.,
By Joseph F. Downes,
Managing Member
/s/ Joseph F. Downes
----------------------------------------
FARALLON CAPITAL MANAGEMENT, L.L.C.,
By Joseph F. Downes,
Managing Member
/s/ Joseph F. Downes
----------------------------------------
Joseph F. Downes, individually and as attorney-in-fact
for each of Enrique H. Boilini, David I. Cohen,
William F. Duhamel, Fleur E. Fairman, Jason M. Fish,
Andrew B. Fremder, Richard B. Fried, William F. Mellin,
Stephen L. Millham, Meridee A. Moore, and Thomas F. Steyer.
The Powers of Attorney, each executed by Boilini, Cohen, Fairman, Fish,
Fremder, Mellin, Millham, Moore and Steyer authorizing Downes to sign and file
this Schedule 13D on each person's behalf, which were filed with Amendment No. 1
to the Schedule 13D filed with the Securities and Exchange Commission on January
20, 1998, by such Reporting Persons with respect to the Units of Spiros
Development Corporation II, Inc., are hereby incorporated by reference. The
Powers of Attorney executed by Duhamel and Fried authorizing Downes to sign and
file this Schedule 13D on each person's behalf, which were filed with Amendment
No. 7 to the Schedule 13D filed with the Securities and Exchange Commission on
February 9, 1999, by such Reporting Persons with respect to the Callable Class A
Common Stock of Crescendo Pharmaceuticals Corporation, are hereby incorporated
by reference.
Page 29 of 32 Pages
<PAGE>
ANNEX 1
Set forth below with respect to the Management Company and the General
Partner is the following information: (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 Management Company and the
General Partner is the following: (a) name; (b) business address; (c) principal
occupation; and (d) citizenship.
1. The Management Company
(a) Farallon Capital Management, L.L.C.
(b) One Maritime Plaza, Suite 1325
San Francisco, California 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 F. Downes, William F. Duhamel, Jason
M. Fish, Andrew B. Fremder, Richard B. Fried, William F. Mellin,
Stephen L. Millham and Meridee A. Moore, Managing Members.
2. The General Partner
(a) Farallon Partners, L.L.C.
(b) c/o Farallon Capital Management, L.L.C.
One Maritime Plaza, Suite 1325
San Francisco, California 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 F. Downes, William F. Duhamel, Fleur
E. Fairman, Jason M. Fish, Andrew B. Fremder, Richard B. Fried,
William F. Mellin, Stephen L. Millham and Meridee A. Moore, Managing
Members.
3. The Individual Reporting Persons
Except as stated below, each of the Individual Reporting Persons is a
United States citizen whose business address is c/o Farallon Capital
Management, L.L.C., One Maritime Plaza, Suite 1325, San Francisco,
California 94111. Enrique H. Boilini is an Argentinean citizen whose
business address is c/o Farallon Capital Management, L.L.C., 75 Holly Hill
Lane, Greenwich, Connecticut 06830. David I. Cohen is a South African
citizen. The principal occupation of Thomas F. Steyer is serving as senior
managing member of the Management Company and the General Partner. The
principal occupation of Fairman is serving as a managing member of the
General Partner. The principal occupation of each other Individual
Reporting Person is serving as a managing member of both the Management
Company and the General Partner.
Page 30 of 32 Pages
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EXHIBIT INDEX
EXHIBIT 1 Joint Acquisition Statement Pursuant to Rule 13D-
(f)(1)
Page 31 of 32 Pages
<PAGE>
EXHIBIT 1
to
SCHEDULE 13D
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 amendments 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, her or it contained therein, but
shall not be responsible for the completeness and accuracy of the information
concerning the other entities or persons, except to the extent that he, she or
it knows or has reason to believe that such information is inaccurate.
Dated: October 8, 1999
/s/ Joseph F. Downes
----------------------------------------
FARALLON PARTNERS, L.L.C.,
on its own behalf and as General Partner of
FARALLON CAPITAL PARTNERS, L.P.,
FARALLON CAPITAL INSTITUTIONAL PARTNERS, L.P.,
FARALLON CAPITAL INSTITUTIONAL PARTNERS II, L.P.,
FARALLON CAPITAL INSTITUTIONAL PARTNERS III, L.P.,
TINICUM PARTNERS, L.P.,
And FARALLON CAPITAL (CP) INVESTORS, L.P.,
By Joseph F. Downes,
Managing Member
/s/ Joseph F. Downes
----------------------------------------
FARALLON CAPITAL MANAGEMENT, L.L.C.,
By Joseph F. Downes,
Managing Member
/s/ Joseph F. Downes
----------------------------------------
Joseph F. Downes, individually and as attorney-in-fact
for each of Enrique H. Boilini, David I. Cohen,
William F. Duhamel, Fleur E. Fairman, Jason M. Fish,
Andrew B. Fremder, Richard B. Fried, William F. Mellin,
Stephen L. Millham, Meridee A. Moore, and Thomas F. Steyer.
Page 32 of 32 Pages
