UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
Allergan Ligand Retinoid Therapeutics, Inc. (ALRT)
(Name of Issuer)
Callable Common Stock
(Title of Class of Securities)
CUSIP No. 01849P206
(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)
April 30, 1996
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule
13d-1(b)(3) or (4), check the following box .
Check the following box if a fee is being paid with the
statement /x/. (A fee is not required only if the reporting
person: (1) has a previous statement on file reporting
beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent
or less of such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures
provided in a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of that Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
SCHEDULE 13D
CUSIP No. 01849P206
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Farallon Capital Partners, L.P.
2 Check the Appropriate Box if a Member of a Group*
(a)
(b) /x/
3 SEC Use Only
4 Source of Funds*
WC
5 Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization
California
Number of Shares Beneficially Owned By Each Reporting Person With
7 Sole Voting Power
-0-
8 Shared Voting Power
211,997
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
211,997
11 Aggregate Amount Beneficially Owned By Each Reporting Person
211,997
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
6.5%
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 01849P206
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Farallon Capital Institutional Partners, L.P.
2 Check the Appropriate Box if a Member of a Group*
(a)
(b) /x/
3 SEC Use Only
4 Source of Funds*
WC
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization
California
Number of Shares Beneficially Owned By Each Reporting Person
7 With Sole Voting Power
-0-
8 Shared Voting Power
278,291
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
278,291
11 Aggregate Amount Beneficially Owned By Each Reporting Person
278,291
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*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 01849P206
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
80,767
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
80,767
11 Aggregate Amount Beneficially Owned By Each Reporting Person
80,767
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!
<PAGE>
SCHEDULE 13D
CUSIP No. 01849P206
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Tinicum Partners, L.P.
2 Check the Appropriate Box if a Member of a Group*
(a)
(b) /x/
3 SEC Use Only
4 Source of Funds*
WC
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization
New York
Number of Shares Beneficially Owned By Each Reporting Person With
7 Sole Voting Power
-0-
8 Shared Voting Power
38,290
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
38,290
11 Aggregate Amount Beneficially Owned By Each Reporting Person
38,290
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
1.2%
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 01849P206
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Farallon Capital Management, Inc.
2 Check the Appropriate Box if a Member of a Group*
(a)
(b) /x/
3 SEC Use Only
4 Source of Funds*
00
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned By Each Reporting Person With
7 Sole Voting Power
-0-
8 Shared Voting Power
-0-
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
-0-
11 Aggregate Amount Beneficially Owned By Each Reporting Person
-0-
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
0%
14 Type of Reporting Person*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 01849P206
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
86,255
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
86,255
11 Aggregate Amount Beneficially Owned By Each Reporting Person
86,255
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
2.6%
14 Type of Reporting Person*
00
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 01849P206
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
609,345
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
609,345
11 Aggregate Amount Beneficially Owned By Each Reporting Person
609,345
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
18.8%
14 Type of Reporting Person*
00
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 01849P206
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
David I. Cohen
2 Check the Appropriate Box if a Member of a Group*
(a)
(b) /x/
3 SEC Use Only
4 Source of Funds*
AF
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization
South Africa
Number of Shares Beneficially Owned By Each Reporting Person With
7 Sole Voting Power
-0-
8 Shared Voting Power
695,600
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
695,600
11 Aggregate Amount Beneficially Owned By Each Reporting Person
695,600
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
21.4%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 01849P206
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Joseph F. Downes
2 Check the Appropriate Box if a Member of a Group*
(a)
(b) /x/
3 SEC Use Only
4 Source of Funds*
AF
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization
United States
Number of Shares Beneficially Owned By Each Reporting Person With
7 Sole Voting Power
-0-
8 Shared Voting Power
695,600
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
695,600
11 Aggregate Amount Beneficially Owned By Each Reporting Person
695,600
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
21.4%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 01849P206
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Fleur E. Fairman
2 Check the Appropriate Box if a Member of a Group*
(a)
(b) /x/
3 SEC Use Only
4 Source of Funds*
AF, 00
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization
United States
Number of Shares Beneficially Owned By Each Reporting Person With
7 Sole Voting Power
-0-
8 Shared Voting Power
609,345
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
609,345
11 Aggregate Amount Beneficially Owned By Each Reporting Person
609,345
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
18.8%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 01849P206
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Jason M. Fish
2 Check the Appropriate Box if a Member of a Group*
(a)
(b) /x/
3 SEC Use Only
4 Source of Funds*
AF
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization
United States
Number of Shares Beneficially Owned By Each Reporting Person With
7 Sole Voting Power
-0-
8 Shared Voting Power
695,600
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
695,600
11 Aggregate Amount Beneficially Owned By Each Reporting Person
695,600
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
21.4%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 01849P206
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Andrew B. Fremder
2 Check the Appropriate Box if a Member of a Group*
(a)
(b) /x/
3 SEC Use Only
4 Source of Funds*
AF
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization
United States
Number of Shares Beneficially Owned By Each Reporting Person With
7 Sole Voting Power
-0-
8 Shared Voting Power
695,600
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
695,600
11 Aggregate Amount Beneficially Owned By Each Reporting Person
695,600
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
21.4%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 01849P206
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
William F. Mellin
2 Check the Appropriate Box if a Member of a Group*
(a)
(b) /x/
3 SEC Use Only
4 Source of Funds*
AF
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization
United States
Number of Shares Beneficially Owned By Each Reporting Person With
7 Sole Voting Power
-0-
8 Shared Voting Power
695,600
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
695,600
11 Aggregate Amount Beneficially Owned By Each Reporting Person
695,600
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
21.4%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 01849P206
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Stephen L. Millham
2 Check the Appropriate Box if a Member of a Group*
(a)
(b) /x/
3 SEC Use Only
4 Source of Funds*
AF
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization
United States
Number of Shares Beneficially Owned By Each Reporting Person With
7 Sole Voting Power
-0-
8 Shared Voting Power
695,600
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
695,600
11 Aggregate Amount Beneficially Owned By Each Reporting Person
695,600
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
21.4%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 01849P206
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Meridee A. Moore
2 Check the Appropriate Box if a Member of a Group*
(a)
(b) /x/
3 SEC Use Only
4 Source of Funds*
AF
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization
United States
Number of Shares Beneficially Owned By Each Reporting Person With
7 Sole Voting Power
-0-
8 Shared Voting Power
695,600
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
695,600
11 Aggregate Amount Beneficially Owned By Each Reporting Person
695,600
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
21.4%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 01849P206
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Eric M. Ruttenberg
2 Check the Appropriate Box if a Member of a Group*
(a)
(b) /x/
3 SEC Use Only
4 Source of Funds*
AF
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization
United States
Number of Shares Beneficially Owned By Each Reporting Person With
7 Sole Voting Power
-0-
8 Shared Voting Power
-0-
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
-0-
11 Aggregate Amount Beneficially Owned By Each Reporting Person
-0-
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
0%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 01849P206
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
695,600
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
695,600
11 Aggregate Amount Beneficially Owned By Each Reporting Person
695,600
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
21.4%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
This Amendment No. 5 to Schedule 13D amends the
Schedule 13D initially filed on July 20, 1995 (collectively, with
all amendments thereto, the "Schedule 13D") and reports a recent
reorganization of beneficial ownership of certain of the
Reporting Persons. This Amendment No. 5 constitutes an initial
statement for newly-formed entities, as more fully set forth
herein.
Item 2. Identity and Background
Item 2 as reported on Schedule 13D is hereby amended
and restated in its entirety as follows:
(a) This statement is filed by: (i) Farallon Capital
Partners, L.P., a California limited partnership ("FCP"), with
respect to the 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;
(iv) Tinicum Partners, L.P., a New York limited partnership
("Tinicum"), with respect to the Shares held by it; (v) Farallon
Capital Management, Inc., a Delaware corporation; (vi) Farallon
Capital Management, L.L.C., a Delaware limited liability company
("FCMLLC"), with respect to the Shares held by Farallon Capital
Offshore Investors, Inc., a British Virgin Islands corporation
("Offshore") and certain other accounts managed by FCMLLC
(together with Offshore, the "Managed Accounts"); (vii) Farallon
Partners, L.L.C., a Delaware limited liability company ("FPLLC")
with respect to the Shares held by each of the entities named in
(i) through (iv) above; (viii) each of David I. Cohen ("Cohen"),
Joseph F. Downes ("Downes"), Jason M. Fish ("Fish"), Andrew B.
Fremder ("Fremder"), William F. Mellin ("Mellin"), Stephen L.
Millham ("Millham"), Meridee A. Moore ("Moore") and Thomas F.
Steyer ("Steyer"), with respect to the Shares held
<PAGE>
by each of the entities named in (i) through (iv) and (vi) above;
(ix) Fleur E. Fairman ("Fairman") with respect to the Shares held
by each of the entities named in (i) through (iv) above; and (x)
Eric M. Ruttenberg ("Ruttenberg").
As of April 1, 1996, FCMLLC succeeded Farallon Capital
Management, Inc. as investment adviser to the Managed Accounts.
As a result of the assumption of investment management authority
by FCMLLC, Farallon Capital Management, Inc. is no longer deemed
a "beneficial owner" of any shares. As of April 1, 1996, FPLLC
succeeded Messrs. Steyer, Cohen, Downes, Fish, Mellin, and
Ruttenberg, and Mdmes. Fairman and Moore as General Partner of
each FCP, FCIP, FCIP II and Tinicum (together, the
Partnerships"). Because Mr. Ruttenberg is neither a General
Partner of the Partnerships nor a managing member of either FPLLC
or FCMLLC, he is no longer deemed a "beneficial owner" of any of
the Shares. The name, principal business, state of
incorporation, executive officers, directors and controlling
persons of FCMLLC and FPLLC, are set forth on Annex 1 hereto.
The ownership of the Shares reported hereby for FCP, FCIP, FCIP
II, Tinicum and the Managed Accounts are owned directly by such
entities. Each of Cohen, Downes, Fish, Fremder, Mellin, Millham,
Moore and Steyer may be deemed, as managing members of FPLLC and
FCMLLC, to be the beneficial owners of all such Shares, each of
FPLLC and Fairman, as a managing member of FPLLC, may be deemed
to the beneficial owners of all such Shares other than the Shares
owned by the Managed Accounts, and FCMLLC may be deemed to be the
beneficial owner of all such Shares owned by the Managed
Accounts. Each of FCMLLC, FPLLC, Cohen, Downes, Fairman, Fish,
Fremder, Mellin, Millham, Moore and Steyer hereby disclaim any
beneficial ownership of any such Shares.
<PAGE>
(b) The address of the principal business and
principal office of (i) the Partnerships, FCMLLC and FPLLC is One
Maritime Plaza, Suite 1325, San Francisco, California 94111, and
(ii) Offshore is CITCO Building, Wickhams Cay, P.O. Box 662,
Road Town, Tortola, British Virgin Islands.
(c) The principal business of each of the Partnerships
and Offshore is that of a private investment fund engaging in the
purchase and sale of securities for its own account. The
principal business of FPLLC is to act as General Partner of the
Partnerships. The principal business of FCMLLC is that of a
registered investment adviser.
(d) None of the Partnerships, FCMLLC, FPLLC or any of
the persons listed on Annex 1 hereto has, during the last five
years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) None of the Partnerships, FCMLLC, FPLLC or any of
the persons listed on Annex 1 hereto has, during the last five
years, been party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and, as a result of
such proceeding, was, or is subject to, a judgment, decree or
final order enjoining future violations of, or prohibiting or
mandating activities subject to, Federal or State securities
laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds and Other Consideration.
Item 3 as reported on the Schedule 13D is hereby
amended and restated in its entirety as follows:
The net investment cost (including commissions) is
$3,027,543 for the 211,997 Units held by FCP, $3,788,514 for the
278,291 Units held by FCIP, $1,153,178 for the 80,767 Units held
by FCIP II, $600,066 for the 38,290 Units held by Tinicum and
$1,242,447 for the 86,255 Units held by the Managed Accounts.
The consideration was
<PAGE>
obtained from the working capital of each respective entity
(in the case of the Partnerships), or the working capital of the
Managed Accounts.
The Units held by FCP, FCIP, FCIP II, Tinicum and the
Managed Accounts are held in their respective margin accounts.
Such margin accounts are maintained at Goldman Sachs & Co. and
may from time to time have debit balances. Because other
securities are held in the margin accounts, it is not possible to
determine the amounts, if any, of margin used with respect to the
Units purchased and sold. Currently, the interest rate charged
on such margin accounts is the broker call rate plus 0.5% per
annum.
Item 5. Interest in Securities of the Issuer.
Item 5 as reported on the Schedule 13D is hereby
amended and restated in its entirety as follows:
A. Farallon Capital Partners, L.P.
(a), (b) The information set forth in Rows 7, 8,
9, 10, 11 and 13 of the cover page hereto for FCP is incorporated
herein by reference. The percentage amount set forth in Row 13
of such cover page and of each other cover page filed herewith
is calculated based upon the 3,250,000 Shares reported by the
Company to be outstanding as of February 29, 1996 in the
Company's Form 10K for the year ended December 31, 1995.
(c) The trading dates, number of Shares purchased
or sold and the price per Share for all transactions in the
Shares since the previous filing of Schedule 13D are set forth on
Schedule A hereto and are incorporated herein by reference. All
of such transactions were open-market transactions.
(d) The General Partner has the power to direct
the affairs of FCP, including decisions regarding the disposition
of the proceeds from the sale of the Shares.
(e) Not applicable.
<PAGE>
B. Farallon Capital Institutional Partners, L.P.
(a), (b) The information set forth in Rows 7, 8,
9, 10, 11 and 13 of the cover page hereto for FCIP is
incorporated herein by reference.
(c) The trading dates, number of Shares purchased
or sold and the price per Share for all transactions in the
Shares since the previous filing of Schedule 13D are set forth
on Schedule B hereto and are incorporated herein by reference.
All of such transactions were open-market transactions.
(d) The General Partner has the power to direct
the affairs of FCIP, including decisions regarding the
disposition of the proceeds from the sale of the Shares.
(e) Not applicable.
C. Farallon Capital Institutional Partners II, L.P.
(a), (b) The information set forth in Rows 7, 8,
9, 10, 11 and 13 of the cover page hereto for FCIP II is
incorporated herein by reference.
(c) The trading dates, number of Shares purchased
or sold and the price per Share for all transactions in the
Shares since the previous filing of Schedule 13D are set forth on
Schedule C hereto and are incorporated herein by reference. All
of such transactions were open-market transactions.
(d) The General Partner has the power to direct
the affairs of FCIP II, including decisions regarding the
disposition of the proceeds from the sale of the Shares.
(e) Not applicable.
D. Tinicum Partners, L.P.
(a), (b) The information set forth in Rows 7, 8,
9, 10, 11 and 13 the cover page hereto for Tinicum is
incorporated herein by reference.
(c) The trading dates, number of Shares purchased
or sold and the price per Share for all transactions in the
Shares since the previous filing of Schedule 13D are set forth on
Schedule D hereto and are incorporated herein by reference. All
of such transactions were open-market transactions.
<PAGE>
(d) The General Partner has the power to direct
the affairs of Tinicum, including decisions regarding the
disposition of the proceeds from the sale of the Shares.
(e) Not applicable.
E. Farallon Capital Management, Inc.
(a), (b) The information set forth in Rows 7, 8,
9, 10, 11 and 13 of the cover page hereto for Farallon Capital
Management, Inc. is incorporated herein by reference.
(c) None.
(d) None.
(e) April 1, 1996.
F. Farallon Capital Management, L.L.C.
(a), (b) The information set forth in Rows 7, 8,
9, 10, 11 and 13 of the cover page hereto for FCMLLC is
incorporated herein by reference.
(c) The trading dates, number of Shares purchased
or sold and the price per Share for all transactions in the
Shares by the Managed Accounts since the previous filing of
Schedule 13D are set forth on Schedule E 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 from the sale of
the Shares held by the Managed Accounts. Mr. Steyer is the
senior managing member of FCMLLC, and Messrs. Cohen, Downes,
Fish, Fremder, Millham, and Mellin and Ms. Moore are managing
members of FCMLLC.
(e) Not applicable.
G. Farallon Partners, L.L.C.
(a), (b) The information set forth in rows 7, 8,
9, 10, 11, and 13 of the cover page hereto for FPLLC is
incorporated herein by reference.
(c) None.
<PAGE>
(d) FPLLC as General Partner has the power to
direct the affairs of the Partnerships, including the disposition
of the proceeds of the sale of the Shares. Mr. Steyer is the
senior managing member of FPLLC, and Messrs. Cohen, Downes, Fish,
Fremder, Mellin and Millham and Mdmes. Fairman and Moore are
managing members of FPLLC.
(e) Not applicable.
H. David I. Cohen
(a), (b) The information set forth in Rows 7, 8,
9, 10, 11 and 13 of the cover page hereto for Cohen is
incorporated herein by reference.
(c) None.
(d) FPLLC as the General Partner has the power to
direct the affairs of the Partnerships, including the disposition
of the proceeds from the sale of the Shares. FCMLLC, as an
investment adviser, has the power to direct the disposition of
the proceeds from the sale of shares held by the Managed
Accounts. Mr. Cohen is a managing member of FCMLLC and FPLLC.
(e) Not applicable.
I. Joseph F. Downes
(a), (b) The information set forth in Rows 7, 8,
9, 10, 11 and 13 of the cover page hereto for Downes is
incorporated herein by reference.
(c) None.
(d) FPLLC as the General Partner has the power to
direct the affairs of the Partnerships, including the disposition
of the proceeds from the sale of the Shares. FCMLLC, as an
investment adviser, has the power to direct the disposition of
the proceeds from the sale of shares held by the Managed
Accounts. Mr. Downes is a managing member of FCMLLC and FPLLC.
(e) Not applicable.
<PAGE>
J. Fleur E. Fairman
(a), (b) The information set forth in Rows 7, 8,
9, 10, 11 and 13 of the cover page hereto for Fairman is
incorporated herein by reference.
(c) None.
(d) FPLLC as the General Partner has the power to
direct the affairs of the Partnerships, including the disposition
of the proceeds from the sale of the Shares. Ms. Fairman is a
managing member of FPLLC.
(e) Not applicable.
K. Jason M. Fish
(a), (b) The information set forth in Rows 7, 8,
9, 10, 11 and 13 of the cover page hereto for Fish is
incorporated herein by reference.
(c) None.
(d) FPLLC as the General Partner has the power to
direct the affairs of the Partnerships, including the disposition
of the proceeds from the sale of the Shares. FCMLLC, as an
investment adviser, has the power to direct the disposition of
the proceeds from the sale of shares held by the Managed
Accounts. Mr. Fish is a managing member of FCMLLC and FPLLC.
(e) Not applicable.
L. Andrew B. Fremder
(a), (b) The information set forth in Rows 7, 8,
9, 10, 11 and 13 of the cover page hereto for Fremder is
incorporated herein by reference.
(c) None.
(d) FPLLC as the General Partner has the power to
direct the affairs of the Partnerships, including the disposition
of the proceeds from the sale of the Shares. FCMLLC, as an
investment adviser, has the power to direct the disposition of
the proceeds from the sale of shares held by the Managed
Accounts. Mr. Fremder is a managing member of FCMLLC and FPLLC.
<PAGE>
(e) Not applicable.
M. William F. Mellin
(a), (b) The information set forth in Rows 7, 8,
9, 10, 11 and 13 of the cover page hereto for Mellin is
incorporated herein by reference.
(c) None.
(d) FPLLC as the General Partner has the power to
direct the affairs of the Partnerships, including the disposition
of the proceeds from the sale of the Shares. FCMLLC, as an
investment adviser, has the power to direct the disposition of
the proceeds from the sale of shares held by the Managed
Accounts. Mr. Mellin is a managing member of FCMLLC and FPLLC.
(e) Not applicable.
N. Stephen L. Millham
(a), (b) The information set forth in Rows 7, 8,
9, 10, 11 and 13 of the cover page hereto for Millham is
incorporated herein by reference.
(c) None.
(d) FPLLC as the General Partner has the power to
direct the affairs of the Partnerships, including the disposition
of the proceeds from the sale of the Shares. FCMLLC, as an
investment adviser, has the power to direct the disposition of
the proceeds from the sale of shares held by the Managed
Accounts. Mr. Millham is a managing member of FCMLLC and FPLLC.
(e) Not applicable.
O. Meridee A. Moore
(a), (b) The information set forth in Rows 7, 8,
9, 10, 11 and 13 of the cover page hereto for Moore is
incorporated herein by reference.
(c) None.
<PAGE>
(d) FPLLC as the General Partner has the power to
direct the affair of the Partnerships, including the disposition
of the proceeds from the sale of the Shares. FCMLLC, as an
investment adviser, has the power to direct the disposition of
the proceeds from the sale of shares held by the Managed
Accounts. Ms. Moore is a managing member of FCMLLC and FPLLC.
(e) Not applicable.
P. Eric M. Ruttenberg
(a), (b) The information set forth in Rows 7, 8,
9, 10, 11 and 13 of the cover page hereto for Ruttenberg is
incorporated herein by reference.
(c) None.
(d) None.
(e) April 1, 1996.
Q. Thomas F. Steyer
(a), (b) The information set forth in Rows 7, 8,
9, 10, 11 and 13 of the cover page hereto for Steyer is
incorporated herein by reference.
(c) None.
(d) FPLLC as the General Partner has the power to
direct the affairs of the Partnerships, including the disposition
of the proceeds from the sale of the Shares. FCMLLC, as an
investment adviser, has the power to direct the disposition of
the proceeds from the sale of the Shares held by the Managed
Accounts. Mr. Steyer is the senior managing member of FCMLLC and
FPLLC.
(e) Not applicable.
The ownership of the Shares reported hereby for FCP,
FCIP, FCIP II, Tinicum and the Managed Accounts are owned
directly by such entities. Each of Cohen, Downes, Fremder, Fish,
Mellin, Millham, Moore and Steyer may be deemed, as managing
members of FPLLC and FCMLLC, to be the beneficial owners of all
such Shares, each of FPLLC and Fairman, as a managing member of
FPLLC, may be deemed to the beneficial owners of all such Shares
other than the Shares owned by the Managed Accounts, and FCMLLC
may be deemed to be the beneficial owner of all such Shares owned
by the Managed Accounts. Each of FCMLLC, FPLLC, Cohen, Downes,
Fairman, Fish, Fremder, Mellin, Millham, Moore and Steyer hereby
disclaim any beneficial ownership of any such Shares.
<PAGE>
Item 7. Materials to be Filed as Exhibits.
There is filed herewith as Exhibit 1 a written
agreement relating to the filing of joint acquisition statements
as required by Rule 13d-1(f)(1) under the Securities Exchange Act
of 1934, as amended.
<PAGE>
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: May 9, 1996
/s/ THOMAS F. STEYER
__________________________________
FARALLON PARTNERS, L.L.C.,
on its own behalf and as General
Partner of FARALLON CAPITAL
PARTNERS, L.P., FARALLON CAPITAL
INSTITUTIONAL PARTNERS, L.P.,
FARALLON CAPITAL INSTITUTIONAL
PARTNERS, II, L.P., and TINICUM
PARTNERS, L.P. by Thomas F. Steyer,
Senior Managing Member
/s/ THOMAS F. STEYER
___________________________________
FARALLON CAPITAL MANAGEMENT, L.L.C.
By Thomas F. Steyer,
Senior Managing Member
/s/ THOMAS F. STEYER
___________________________________
FARALLON CAPITAL MANAGEMENT, Inc.
By Thomas F. Steyer, Chairman
/s/ THOMAS F. STEYER
___________________________________
Thomas F. Steyer, individually and
as attorney-in-fact for each of
David I. Cohen, Joseph F. Downes,
Fleur E. Fairman, Jason M. Fish,
Andrew B. Fremder, William F.
Mellin, Stephen L. Millham, Meridee
A. Moore, and Eric M. Ruttenberg.
<PAGE>
ANNEX 1
Set forth below, with respect to each managing member
of the General Partner of FCIP, FCIP II, FCP and Tinicum, is the
following: (a) name; (b) business address; (c) principal
occupation; and (d) citizenship. The following is set forth
below with respect to Farallon Capital Management, L.L.C. and
Farallon Partners, L.L.C.: (a) name; (b) address; (c) principal
business; (d) state of organization; (e) controlling persons.
1. (a) Farallon Capital Management, L.L.C.
(b) c/o Farallon Capital Management, L.L.C.
One Maritime Plaza, Suite 1325
San Francisco, CA 94111
(c) Serves as investment adviser to various managed
accounts
(d) Delaware limited liability company
(e) Managing Members: Thomas F. Steyer, Senior
Managing Member, David I. Cohen, Joseph H. Downes,
Jason M. Fish, Andrew B. Fremder, William F.
Mellin, Stephen L. Millham and Meridee A. Moore,
Managing Members.
2. (a) Farallon Partners, L.L.C.
(b) One Maritime Plaza, Suite 1325
San Francisco, CA 94111
(c) Serves as general partner to investment
partnerships
(d) Delaware limited liability company
(e) Managing Members: Thomas F. Steyer, Senior
Managing Member, David I. Cohen, Joseph H. Downes,
Fleur E. Fairman, Jason M. Fish, Andrew B.
Fremder, William F. Mellin, Stephen L. Millham and
Meridee A. Moore, Managing Members.
3. (a) David I. Cohen
(b) c/o Farallon Capital Management, L.L.C.
One Maritime Plaza, Suite 1325
San Francisco, CA 94111
(c) Managing Member of Farallon Partners, L.L.C.;
Managing Member of Farallon Capital Management,
L.L.C.
(d) South African Citizen
4. (a) Joseph F. Downes
(b) c/o Farallon Capital Management, L.L.C.
One Maritime Plaza, Suite 1325
San Francisco, CA 94111
(c) Managing Member of Farallon Partners, L.L.C.;
Managing Member of Farallon Capital Management,
L.L.C.
(d) United States Citizen
<PAGE>
5. (a) Fleur E. Fairman
(b) 993 Park Avenue
New York, New York 10028
(c) Managing Member of Farallon Partners, L.L.C.
(d) United States Citizen
6. (a) Jason M. Fish
(b) c/o Farallon Capital Management, L.L.C.
One Maritime Plaza, Suite 1325
San Francisco, CA 94111
(c) Managing Member of Farallon Partners, L.L.C.;
Managing Member of Farallon Capital Management,
L.L.C.
(d) United States Citizen
7. (a) Andrew B. Fremder
(b) c/o Farallon Capital Management, L.L.C.
One Maritime Plaza, Suite 1325
San Francisco, CA 94111
(c) Managing Member of Farallon Partners, L.L.C.;
Managing Member of Farallon Capital Management,
L.L.C.
(d) United States Citizen
8. (a) William F. Mellin
(b) c/o Farallon Capital Management, L.L.C.
One Maritime Plaza, Suite 1325
San Francisco, CA 94111
(c) Managing Member of Farallon Partners, L.L.C.;
Managing Member of Farallon Capital Management,
L.L.C.
(d) United States Citizen
9. (a) Stephen L. Millham
(b) c/o Farallon Capital Management, L.L.C.
One Maritime Plaza, Suite 1325
San Francisco, CA 94111
(c) Managing Member of Farallon Partners, L.L.C.;
Managing Member of Farallon Capital Management,
L.L.C.
(d) United States Citizen
10. (a) Meridee A. Moore
(b) c/o Farallon Capital Management, L.L.C.
One Maritime Plaza, Suite 1325
San Francisco, CA 94111
(c) Managing Member of Farallon Partners, L.L.C.;
Managing Member of Farallon Capital Management,
L.L.C.
(d) United States Citizen
<PAGE>
11. (a) Thomas F. Steyer
(b) c/o Farallon Capital Management, L.L.C.
One Maritime Plaza, Suite 1325
San Francisco, CA 94111
(c) Senior Managing Member of Farallon Partners,
L.L.C.; Senior Managing Member of Farallon Capital
Management, L.L.C.; Director, NAB Asset
Corporation
(d) United States Citizen
<PAGE>
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 or it contained therein, but shall not be
responsible for the completeness and accuracy of the information
concerning the other, except to the extent that he or it knows or
has reason to believe that such information is inaccurate.
Dated: May 9, 1996
/s/ THOMAS F. STEYER
___________________________________
FARALLON PARTNERS, L.L.C.,
on its own behalf and as General
Partner of FARALLON CAPITAL
PARTNERS, L.P., FARALLON CAPITAL
INSTITUTIONAL PARTNERS, L.P.,
FARALLON CAPITAL INSTITUTIONAL
PARTNERS, II, L.P., and
TINICUM PARTNERS, L.P.
by Thomas F. Steyer,
Senior Managing Member
/s/ THOMAS F. STEYER
___________________________________
FARALLON CAPITAL MANAGEMENT, L.L.C.
By Thomas F. Steyer,
Senior Managing Member
/s/ THOMAS F. STEYER
___________________________________
FARALLON CAPITAL MANAGEMENT, Inc.
By Thomas F. Steyer, Chairman
/s/ THOMAS F. STEYER
___________________________________
Thomas F. Steyer, individually and
as attorney-in-fact for each of
David I. Cohen, Joseph F. Downes,
Fleur E. Fairman, Jason M. Fish,
Andrew B. Fremder, William F.
Mellin, Stephen L. Millham, Meridee
A. Moore, and Eric M. Ruttenberg.
<PAGE>
SCHEDULE A
FARALLON CAPITAL PARTNERS, L.P.
NO. OF SHARES PRICE
TRADE DATE PURCHASED PER SHARE
(including commission)
04/10/96 2,400 $21.50
04/26/96 3,800 $25.78
04/29/96 1,500 $26.425
04/30/96 5,800 $26.375
05/07/96 17,000 $26.125
<PAGE>
SCHEDULE B
FARALLON CAPITAL INSTITUTIONAL PARTNERS, L.P.
NO. OF SHARES PRICE
TRADE DATE PURCHASED PER SHARE
(including commission)
04/10/96 2,800 $21.50
04/19/96 1,500 $23.00
04/26/96 5,000 $25.78
04/29/96 2,000 $26.425
04/30/96 4,500 $26.375
05/07/96 17,000 $26.125
<PAGE>
SCHEDULE C
FARALLON CAPITAL INSTITUTIONAL PARTNERS II, L.P.
NO. OF SHARES PRICE
TRADE DATE PURCHASED PER SHARE
(including commission)
04/10/96 900 $21.50
04/26/96 700 $25.78
04/29/96 300 $26.425
04/30/96 1,800 $26.375
05/07/96 7,000 $26.125
<PAGE>
SCHEDULE D
TINICUM PARTNERS, L.P.
NO. OF SHARES PRICE
TRADE DATE PURCHASED PER SHARE
(including commission)
04/10/96 500 $21.50
04/26/96 1,300 $25.78
04/29/96 500 $26.425
04/30/96 1,200 $26.375
05/07/96 4,000 $26.125
<PAGE>
SCHEDULE E
FARALLON CAPITAL MANAGEMENT INC.
NO. OF SHARES PRICE
TRADE DATE PURCHASED PER SHARE
(including commission)
04/10/96 400 $21.50
04/26/96 500 $25.78
04/29/96 200 $26.425
04/30/96 400 $26.375
05/07/96 1,500 $26.125
04/10/96 100 $21.50
04/26/96 500 $25.78
04/29/96 200 $26.425
04/30/96 600 $26.375
05/07/96 1,500 $26.125
04/10/96 300 $21.50
04/26/96 500 $25.78
04/29/96 200 $26.425
04/30/96 500 $26.375
05/07/96 1,500 $26.125
04/10/96 100 $21.50
04/26/96 200 $25.78
04/29/96 100 $26.425
04/30/96 200 $26.375
05/07/96 1,500 $26.125
