UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
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 Autho-
rized to Receive Notices and Communications)
July 10, 1996
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the
subject of this Schedule 13D, and is filing this schedule
because of Rule 13d-1(b)(3) or (4), check the following
box .
Check the following box if a fee is being paid with the
statement. (A fee is not required only if the reporting
person: (1) has a previous statement on file reporting
beneficial ownership of more than five percent of the
class of securities described in Item 1; and (2) has
filed no amendment subsequent thereto reporting benefi-
cial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all
exhibits, should be filed with the Commission. See Rule
13d-1(a) for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out
for a reporting person's initial filing on this form with
respect to the subject class of securities, and for any
subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover
page shall not be deemed to be "filed" for the purpose of
Section 18 of the Securities Exchange Act of 1934 ("Act")
or otherwise subject to the liabilities of that section
of that Act but shall be subject to all other provisions
of the Act (however, see the Notes).
<PAGE>
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SCHEDULE 13D
CUSIP No. 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
227,097
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
227,097
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
227,097
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
7.0%
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
<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 With
7 With Sole Voting Power
-0-
8 Shared Voting Power
292,691
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
292,691
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
292,691
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
9.0%
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
<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
83,167
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
83,167
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
83,167
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*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
<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
40,590
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
40,590
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
40,590
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
<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
90,055
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
90,055
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
90,055
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
2.8%
14 Type of Reporting Person*
00
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
<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
643,545
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
643,545
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
643,545
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
19.8%
14 Type of Reporting Person*
00
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
<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
733,600
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
733,600
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
733,600
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
22.6%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
<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
733,600
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
733,600
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
733,600
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
22.6%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
<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
643,545
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
643,545
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
643,545
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
19.8%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
<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
733,600
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
733,600
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
733,600
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
22.6%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
<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
733,600
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
733,600
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
733,600
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
22.6%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
<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
733,600
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
733,600
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
733,600
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
22.6%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
<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
733,600
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
733,600
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
733,600
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
22.6%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
<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
733,600
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
733,600
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
733,600
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
22.6%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
<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
733,600
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
733,600
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
733,600
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
22.6%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
<PAGE>
This Amendment No. 6 to Schedule 13D amends the
Schedule 13D initially filed on July 20, 1995 (collec-
tively, with all amendments thereto, the "Schedule 13D")
as follows:
Item 2. Identity and Background
Item 2 as reported on Schedule 13D is hereby
amended and restated in its entirety as follows:
(a) This statement is filed by: (i) Farallon
Capital Partners, L.P., a California limited partnership
("FCP"), with respect to the Shares held by it; (ii)
Farallon Capital Institutional Partners, L.P., a Califor-
nia limited partnership ("FCIP"), with respect to the
Shares held by it: (iii) Farallon Capital 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, L.L.C., a Delaware limited
liability company ("FCMLLC"), with respect to the Shares
held by Farallon Capital Offshore Investors, Inc., a
British Virgin Islands corporation ("Offshore") and
certain other accounts managed by FCMLLC (together with
Offshore, the "Managed Accounts"); (vi) Farallon Part-
ners, L.L.C., a Delaware limited liability company
("FPLLC") with respect to the Shares held by each of the
entities named in (i) through (iv) above; (vii) each of
David I. Cohen ("Cohen"), Joseph F. Downes ("Downes"),
Jason M. Fish ("Fish"), Andrew B. Fremder ("Fremder"),
William F. Mellin ("Mellin"), Stephen L. Millham
("Millham"), Meridee A. Moore ("Moore") and Thomas F.
Steyer ("Steyer"), with respect to the Shares held by
each of the entities named in (i) through (v) above; and
(viii) Fleur E. Fairman ("Fairman") with respect to the
Shares held by each of the entities named in (i) through
(iv) above.
PAGE
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The name, principal business, state of incorpora-
tion, executive officers, directors and controlling
persons of FCMLLC and FPLLC, are set forth on Annex 1
hereto. The ownership of the 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.
(b) The address of the principal business and
principal office of (i) the Partnerships, FCMLLC and
FPLLC is One Maritime Plaza, Suite 1325, San Francisco,
California 94111, and (ii) Offshore is CITCO Building,
Wickhams Cay, P.O. Box 662, Road Town, Tortola, British
Virgin Islands.
(c) The principal business of each of the Partner-
ships and Offshore is that of a private investment fund
engaging in the purchase and sale of securities for its
own account. The principal business of FPLLC is to act
as General Partner of the Partnerships. The principal
business of FCMLLC is that of a registered investment
adviser.
(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).
PAGE
<PAGE>
(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
$3,431,532 for the 227,097 Units held by FCP, $4,172,220
for the 292,691 Units held by FCIP, $1,217,008 for the
83,167 Units held by FCIP II, $661,857 for the 40,590
Units held by Tinicum and $1,343,544 for the 90,055 Units
held by the Managed Accounts. The consideration was
obtained from the working capital of each respective
entity (in the case of the Partnerships), or the working
capital of the Managed Accounts.
The Units held by FCP, FCIP, FCIP II, Tinicum
and the Managed Accounts are held in their respective
margin accounts. Such margin accounts are maintained at
Goldman Sachs & Co. and may from time to time have debit
balances. Because other securities are held in the
margin accounts, it is not possible to determine the
amounts, if any, of margin used with respect to the Units
purchased and sold. Currently, the interest rate charged
on such margin accounts is the broker call rate plus 0.5%
per annum.
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:
PAGE
<PAGE>
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 in the Company's Form 10Q
for the period ended March 31, 1996 to be outstanding as
of May 3, 1996.
(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 transac-
tions 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.
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 transac-
tions 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.
PAGE
<PAGE>
(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 transac-
tions 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 transac-
tions were open-market transactions.
(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, 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 refer-
ence. All of such transactions were open-market transac-
tions.
(d) FCMLLC, as an investment adviser, has
the power to direct the disposition of the proceeds from
the sale of the Shares held by the Managed Accounts. Mr.
Steyer is the senior managing member of FCMLLC, and
Messrs. Cohen, Downes, Fish, Fremder, Millham, and Mellin
and Ms. Moore are managing members of FCMLLC.
PAGE
<PAGE>
(e) Not applicable.
F. Farallon Partners, L.L.C.
(a), (b) The information set forth in
Rows 7, 8, 9, 10, 11, and 13 of the cover page hereto for
FPLLC is incorporated herein by reference.
(c) None.
(d) FPLLC as General Partner has the
power to direct the affairs of the Partnerships, includ-
ing the disposition of the proceeds of the sale of the
Shares. 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.
G. 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, includ-
ing 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.
H. Joseph F. Downes
(a), (b) The information set forth in
Rows 7, 8, 9, 10, 11 and 13 of the cover page hereto for
Downes is incorporated herein by reference.
(c) None.
(d) FPLLC as the General Partner has the
power to direct the affairs of the Partnerships, includ-
ing the disposition of the proceeds from the sale of the
Shares. FCMLLC, as an investment adviser, has the
PAGE
<PAGE>
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.
I. Fleur E. Fairman
(a), (b) The information set forth in
Rows 7, 8, 9, 10, 11 and 13 of the cover page hereto for
Fairman is incorporated herein by reference.
(c) None.
(d) FPLLC as the General Partner has the
power to direct the affairs of the Partnerships, includ-
ing the disposition of the proceeds from the sale of the
Shares. Ms. Fairman is a managing member of FPLLC.
(e) Not applicable.
J. 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, includ-
ing 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.
K. 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.
PAGE
<PAGE>
(d) FPLLC as the General Partner has the
power to direct the affairs of the Partnerships, includ-
ing the disposition of the proceeds from the sale of the
Shares. FCMLLC, as an investment adviser, has the power
to direct the disposition of the proceeds from the sale
of shares held by the Managed Accounts. Mr. Fremder is
a managing member of FCMLLC and FPLLC.
(e) Not applicable.
L. William F. Mellin
(a), (b) The information set forth in
Rows 7, 8, 9, 10, 11 and 13 of the cover page hereto for
Mellin is incorporated herein by reference.
(c) None.
(d) FPLLC as the General Partner has the
power to direct the affairs of the Partnerships, includ-
ing the disposition of the proceeds from the sale of the
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.
M. Stephen L. Millham
(a), (b) The information set forth in
Rows 7, 8, 9, 10, 11 and 13 of the cover page hereto for
Millham is incorporated herein by reference.
(c) None.
(d) FPLLC as the General Partner has the
power to direct the affairs of the Partnerships, includ-
ing the disposition of the proceeds from the sale of the
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.
PAGE
<PAGE>
N. Meridee A. Moore
(a), (b) The information set forth in
Rows 7, 8, 9, 10, 11 and 13 of the cover page hereto for
Moore is incorporated herein by reference.
(c) None.
(d) FPLLC as the General Partner has the
power to direct the 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.
O. Thomas F. Steyer
(a), (b) The information set forth in
Rows 7, 8, 9, 10, 11 and 13 of the cover page hereto for
Steyer is incorporated herein by reference.
(c) None.
(d) FPLLC as the General Partner has the
power to direct the affairs of the Partnerships, includ-
ing the disposition of the proceeds from the sale of the
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
<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: July 18, 1996
/s/ THOMAS F. STEYER
__________________________________
FARALLON PARTNERS, L.L.C., on its own
behalf and as General Partner of
FARALLON CAPITAL PARTNERS, L.P.,
FARALLON CAPITAL INSTITUTIONAL
PARTNERS, L.P., FARALLON CAPITAL
INSTITUTIONAL PARTNERS, II, L.P., and
TINICUM PARTNERS, L.P. by Thomas F.
Steyer, Senior Managing Member
/s/ THOMAS F. STEYER
___________________________________
FARALLON CAPITAL MANAGEMENT, L.L.C.
By Thomas F. Steyer,
Senior Managing Member
/s/ THOMAS F. STEYER
___________________________________
Thomas F. Steyer, individually and
as attorney-in-fact for each of
David I. Cohen, Joseph F. Downes,
Fleur E. Fairman, Jason M. Fish,
Andrew B. Fremder, William F.
Mellin, Stephen L. Millham, and
Meridee A. Moore.
<PAGE> <PAGE>
ANNEX 1
Set forth below, with respect to each managing
member of the General Partner of FCIP, FCIP II, FCP and
Tinicum, is the following: (a) name; (b) business
address; (c) principal occupation; and (d) citizenship.
The following is set forth below with respect to Farallon
Capital Management, L.L.C. and Farallon Partners, L.L.C.:
(a) name; (b) address; (c) principal business; (d) state
of organization; (e) controlling persons.
1. (a) Farallon Capital Management, L.L.C.
(b) c/o Farallon Capital Management, L.L.C.
One Maritime Plaza, Suite 1325
San Francisco, CA 94111
(c) Serves as investment adviser to various
managed accounts
(d) Delaware limited liability company
(e) Managing Members: Thomas F. Steyer, Senior
Managing Member, David I. Cohen, Joseph H.
Downes, Jason M. Fish, Andrew B. Fremder,
William F. Mellin, Stephen L. Millham and
Meridee A. Moore, Managing Members.
2. (a) Farallon Partners, L.L.C.
(b) One Maritime Plaza, Suite 1325
San Francisco, CA 94111
(c) Serves as general partner to investment
partnerships
(d) Delaware limited liability company
(e) Managing Members: Thomas F. Steyer,
Senior Managing Member, David I. Cohen,
Joseph H. Downes, Fleur E. Fairman, Jason
M. Fish, Andrew B. Fremder, William F.
Mellin, Stephen L. Millham and
Meridee A. Moore, Managing Members.
3. (a) David I. Cohen
(b) c/o Farallon Capital Management, L.L.C.
One Maritime Plaza, Suite 1325
San Francisco, CA 94111
(c) Managing Member of Farallon Partners,
L.L.C.; Managing Member of Farallon
Capital Management, L.L.C.
(d) South African Citizen
4. (a) Joseph F. Downes
(b) c/o Farallon Capital Management, L.L.C.
One Maritime Plaza, Suite 1325
San Francisco, CA 94111
(c) Managing Member of Farallon Partners,
L.L.C.; Managing Member of Farallon
Capital Management, L.L.C.
(d) United States Citizen
PAGE
<PAGE>
5. (a) Fleur E. Fairman
(b) 993 Park Avenue
New York, New York 10028
(c) Managing Member of Farallon Partners,
L.L.C.
(d) United States Citizen
6. (a) Jason M. Fish
(b) c/o Farallon Capital Management, L.L.C.
One Maritime Plaza, Suite 1325
San Francisco, CA 94111
(c) Managing Member of Farallon Partners,
L.L.C.; Managing Member of Farallon
Capital Management, L.L.C.
(d) United States Citizen
7. (a) Andrew B. Fremder
(b) c/o Farallon Capital Management, L.L.C.
One Maritime Plaza, Suite 1325
San Francisco, CA 94111
(c) Managing Member of Farallon Partners,
L.L.C.; Managing Member of Farallon
Capital Management, L.L.C.
(d) United States Citizen
8. (a) William F. Mellin
(b) c/o Farallon Capital Management, L.L.C.
One Maritime Plaza, Suite 1325
San Francisco, CA 94111
(c) Managing Member of Farallon Partners,
L.L.C.; Managing Member of Farallon
Capital Management, L.L.C.
(d) United States Citizen
9. (a) Stephen L. Millham
(b) c/o Farallon Capital Management, L.L.C.
One Maritime Plaza, Suite 1325
San Francisco, CA 94111
(c) Managing Member of Farallon Partners,
L.L.C.; Managing Member of Farallon
Capital Management, L.L.C.
(d) United States Citizen
10. (a) Meridee A. Moore
(b) c/o Farallon Capital Management, L.L.C.
One Maritime Plaza, Suite 1325
San Francisco, CA 94111
(c) Managing Member of Farallon Partners,
L.L.C.; Managing Member of Farallon
Capital Management, L.L.C.
(d) United States Citizen
PAGE
<PAGE>
11. (a) Thomas F. Steyer
(b) c/o Farallon Capital Management, L.L.C.
One Maritime Plaza, Suite 1325
San Francisco, CA 94111
(c) Senior Managing Member of Farallon
Partners, L.L.C.; Senior Managing Member
of Farallon Capital Management, L.L.C.
(d) United States Citizen
<PAGE> <PAGE>
SCHEDULE A
FARALLON CAPITAL PARTNERS, L.P.
NO. OF SHARES PRICE
TRADE DATE PURCHASED PER SHARE
(including
commission)
05/28/96 2,600 $29.87
06/07/96 1,500 $29.17
06/25/96 3,400 $25.875
07/08/96 3,700 $26.00
07/10/96 3,900 $24.90
<PAGE>
<PAGE>
SCHEDULE B
FARALLON CAPITAL INSTITUTIONAL PARTNERS, L.P.
NO. OF SHARES PRICE
TRADE DATE PURCHASED PER SHARE
(including
commission)
05/28/96 2,600 $29.87
06/07/96 1,000 $29.17
06/25/96 2,800 $25.875
07/08/96 3,200 $26.00
07/10/96 4,800 $24.90
PAGE
<PAGE>
SCHEDULE C
FARALLON CAPITAL INSTITUTIONAL PARTNERS II, L.P.
NO. OF SHARES PRICE
TRADE DATE PURCHASED PER SHARE
(including
commission)
05/28/96 400 $29.87
06/25/96 1,400 $25.875
07/08/96 200 $26.00
07/10/96 400 $24.90
<PAGE>
<PAGE>
SCHEDULE D
TINICUM PARTNERS, L.P.
NO. OF SHARES PRICE
TRADE DATE PURCHASED PER SHARE
(including
commission)
05/28/96 600 $29.87
06/25/96 800 $25.875
07/08/96 500 $26.00
07/10/96 400 $24.90
<PAGE>
<PAGE>
SCHEDULE E
FARALLON CAPITAL MANAGEMENT, L.L.C.
NO. OF SHARES PRICE
TRADE DATE PURCHASED PER SHARE
(including
commission)
05/28/96 300 $29.87
06/25/96 600 $25.875
07/08/96 200 $26.00
07/10/96 300 $24.90
05/28/96 100 $29.87
06/25/96 200 $25.875
07/10/96 200 $24.90
05/28/96 300 $29.87
06/25/96 800 $25.875
07/08/96 200 $26.00
07/10/96 400 $24.90
05/28/96 100 $29.87
07/10/96 100 $24.90
