UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
Allergan Ligand Retinoid Therapeutics, Inc. (ALRIZ)
(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)
December 3, 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
256,097
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
256,097
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
256,097
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
7.9%
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
326,291
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
326,291
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
326,291
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
10.0%
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
91,867
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
91,867
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
91,867
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*
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
45,690
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
45,690
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
45,690
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
1.4%
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
134,155
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
134,155
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
134,155
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
4.1%
14 Type of Reporting Person*
IA, 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
719,945
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
719,945
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
719,945
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
22.2%
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
Enrique H. Boilini
2 Check the Appropriate Box if a Member of a Group*
(a)
(b) /x/
3 SEC Use Only
4 Source of Funds*
AF, 00
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization
Argentina
Number of Shares Beneficially Owned By Each Reporting
Person With
7 Sole Voting Power
-0-
8 Shared Voting Power
854,100
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
854,100
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
854,100
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
26.3%
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
David I. Cohen
2 Check the Appropriate Box if a Member of a Group*
(a)
(b) /x/
3 SEC Use Only
4 Source of Funds*
AF,00
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization
South Africa
Number of Shares Beneficially Owned By Each Reporting
Person With
7 Sole Voting Power
-0-
8 Shared Voting Power
854,100
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
854,100
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
854,100
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
26.3%
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, 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
854,100
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
854,100
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
854,100
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
26.3%
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
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
719,945
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
719,945
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
719,945
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
22.2%
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,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
854,100
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
854,100
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
854,100
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
26.3%
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,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
854,100
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
854,100
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
854,100
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
26.3%
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,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
854,100
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
854,100
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
854,100
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
26.3%
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,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
854,100
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
854,100
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
854,100
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
26.3%
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,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
854,100
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
854,100
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
854,100
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
26.3%
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
854,100
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
854,100
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
854,100
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
26.3%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
<PAGE>
This Amendment No. 8 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 3. Source and Amount of Funds and Other
Consideration.
Item 3 as reported on the Schedule 13D is
hereby amended and supplemented by the following:
The net investment cost (including commissions) is
$518,680 for the 19,200 Units acquired by FCP since the
previous filing of Schedule 13D, $640,181 for the 23,700
Units acquired by FCIP since the previous filing of
Schedule 13D, $154,027 for the 5,700 Units acquired by
FCIP II since the previous filing of Schedule 13D,
$81,051 for the 3,000 Units acquired by Tinicum since the
previous filing of Schedule 13D, and $853,957 for the
31,400 Units acquired by the Managed Accounts since the
previous filing of Schedule 13D. The consideration was
obtained from the working capital of each respective
entity (in the case of the Partnerships), or the working
capital of the Managed Accounts.
The Units held by FCP, FCIP, FCIP II, Tinicum
and the Managed Accounts are held in their respective
margin accounts. Such margin accounts are maintained at
Goldman Sachs & Co. and may from time to time have debit
balances. Because other securities are held in the
margin accounts, it is not possible to determine the
amounts, if any, of margin used with respect to the Units
purchased and sold. Currently, the interest rate charged
on such margin accounts is the broker call rate plus 0.5%
per annum.
PAGE
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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 in the Company's Form 10Q
for the period ended September 30, 1996 to be outstanding
as of October 31, 1996.
(c) The trading dates, number of Units
purchased or sold and the price per Unit for all
transactions in the Units since the filing of the last
Amendment to this Schedule 13D are set forth on Schedule
A hereto and are incorporated herein by reference. All
of such transactions were open-market transactions.
(d) FPLLC as the General Partner has the
power to direct the affairs of FCP, including decisions
regarding the disposition of the proceeds from the sale
of the Units. Mr. Steyer is the senior managing member
of FPLLC, and Messrs. Boilini, Cohen, Downes, Fish,
Fremder, Mellin and Millham and Mdmes. Fairman and Moore
are managing members of FPLLC.
(e) Not applicable.
B. Farallon Capital Institutional Partners, L.P.
(a), (b) The information set forth in
Rows 7, 8, 9, 10, 11 and 13 of the cover page hereto for
FCIP is incorporated herein by reference.
(c) The trading dates, number of Units
purchased or sold and the price per Unit for all
transactions in the Units since the filing of the last
Amendment to this Schedule 13D are set forth on Schedule
B hereto and are incorporated herein by reference. All
of such transactions were open-market transactions.
PAGE
<PAGE>
(d) FPLLC as 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 Units. Mr. Steyer is the senior managing member
of FPLLC, and Messrs. Boilini, Cohen, Downes, Fish,
Fremder, Mellin and Millham and Mdmes. Fairman and Moore
are managing members of FPLLC.
(e) Not applicable.
C. Farallon Capital Institutional Partners
II, L.P.
(a), (b) The information set forth in
Rows 7, 8, 9, 10, 11 and 13 of the cover page hereto for
FCIP II is incorporated herein by reference.
(c) The trading dates, number of Units
purchased or sold and the price per Unit for all
transactions in the Units since the filing of the last
Amendment to this Schedule 13D are set forth on Schedule
C hereto and are incorporated herein by reference. All
of such transactions were open-market transactions.
(d) FPLLC as 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 Units. Mr. Steyer is the senior managing
member of FPLLC, and Messrs. Boilini, Cohen, Downes,
Fish, Fremder, Mellin and Millham and Mdmes. Fairman and
Moore are managing members of FPLLC.
(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 Units
purchased or sold and the price per Unit for all
transactions in the Units since the filing of the last
Amendment to this Schedule 13D are set forth on Schedule
D hereto and are incorporated herein by reference. All
of such transactions were open-market transactions.
(d) FPLLC as 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 Units. Mr. Steyer is the senior managing
member of FPLLC, and Messrs. Boilini, Cohen,
PAGE
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Downes, Fish, Fremder, Mellin and Millham and Mdmes.
Fairman and Moore are managing members of FPLLC.
(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 Units
purchased or sold and the price per Unit for all
transactions in the Units by the Managed Accounts since
the filing of the last Amendment to this 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 Units held by the Managed Accounts. Mr.
Steyer is the senior managing member of FCMLLC, and
Messrs. Boilini, Cohen, Downes, Fish, Fremder, Millham,
and Mellin and Ms. Moore are managing members of FCMLLC.
(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
Units. Mr. Steyer is the senior managing member of
FPLLC, and Messrs. Boilini, Cohen, Downes, Fish, Fremder,
Mellin and Millham and Mdmes. Fairman and Moore are
managing members of FPLLC.
(e) Not applicable.
PAGE
<PAGE>
G. Enrique H. Boilini
(a), (b) The information set forth in
Rows 7, 8, 9, 10, 11 and 13 of the cover page hereto for
Boilini is incorporated herein by reference.
(c) None.
(d) FPLLC as the General Partner has the
power to direct the affairs of the Partnerships, includ-
ing the disposition of the proceeds from the sale of the
Units. FCMLLC, as an investment adviser, has the power
to direct the disposition of the proceeds from the sale
of Units held by the Managed Accounts. Mr. Boilini is
a managing member of FCMLLC and 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, includ-
ing the disposition of the proceeds from the sale of the
Units. FCMLLC, as an investment adviser, has the power
to direct the disposition of the proceeds from the sale
of Units held by the Managed Accounts. Mr. Cohen is a
managing member of FCMLLC and FPLLC.
(e) Not applicable.
I. Joseph F. Downes
(a), (b) The information set forth in
Rows 7, 8, 9, 10, 11 and 13 of the cover page hereto for
Downes is incorporated herein by reference.
(c) None.
(d) FPLLC as the General Partner has the
power to direct the affairs of the Partnerships, includ-
ing the disposition of the proceeds from the sale of the
Units. FCMLLC, as an investment adviser, has the power
to direct the disposition of the proceeds from the
sale of
PAGE
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Units held by the Managed Accounts. Mr. Downes
is a managing member of FCMLLC and FPLLC.
(e) Not applicable.
J. Fleur E. Fairman
(a), (b) The information set forth in
Rows 7, 8, 9, 10, 11 and 13 of the cover page hereto for
Fairman is incorporated herein by reference.
(c) None.
(d) FPLLC as the General Partner has the
power to direct the affairs of the Partnerships, includ-
ing the disposition of the proceeds from the sale of the
Units. Ms. Fairman is a managing member of FPLLC.
(e) Not applicable.
K. Jason M. Fish
(a), (b) The information set forth in
Rows 7, 8, 9, 10, 11 and 13 of the cover page hereto for
Fish is incorporated herein by reference.
(c) None.
(d) FPLLC as the General Partner has the
power to direct the affairs of the Partnerships, includ-
ing the disposition of the proceeds from the sale of the
Units. FCMLLC, as an investment adviser, has the power
to direct the disposition of the proceeds from the sale
of Units held by the Managed Accounts. Mr. Fish is a
managing member of FCMLLC and FPLLC.
(e) Not applicable.
L. Andrew B. Fremder
(a), (b) The information set forth in
Rows 7, 8, 9, 10, 11 and 13 of the cover page hereto for
Fremder is incorporated herein by reference.
(c) None.
(d) FPLLC as the General Partner has the
power to direct the affairs of the Partnerships, includ-
ing the disposition of the proceeds from
PAGE
<PAGE>
the sale of the Units. FCMLLC, as an investment adviser,
has the power to direct the disposition of the proceeds
from the sale of Units held by the Managed Accounts. Mr.
Fremder is a managing member of FCMLLC and FPLLC.
(e) Not applicable.
M. William F. Mellin
(a), (b) The information set forth in
Rows 7, 8, 9, 10, 11 and 13 of the cover page hereto for
Mellin is incorporated herein by reference.
(c) None.
(d) FPLLC as the General Partner has the
power to direct the affairs of the Partnerships, includ-
ing the disposition of the proceeds from the sale of the
Units. FCMLLC, as an investment adviser, has the power
to direct the disposition of the proceeds from the sale
of Units held by the Managed Accounts. Mr. Mellin is a
managing member of FCMLLC and FPLLC.
(e) Not applicable.
N. Stephen L. Millham
(a), (b) The information set forth in
Rows 7, 8, 9, 10, 11 and 13 of the cover page hereto for
Millham is incorporated herein by reference.
(c) None.
(d) FPLLC as the General Partner has the
power to direct the affairs of the Partnerships, includ-
ing the disposition of the proceeds from the sale of the
Units. FCMLLC, as an investment adviser, has the power
to direct the disposition of the proceeds from the sale
of Units held by the Managed Accounts. Mr. Millham is
a managing member of FCMLLC and FPLLC.
(e) Not applicable.
O. Meridee A. Moore
(a), (b) The information set forth in
Rows 7, 8, 9, 10, 11 and 13 of the cover page hereto for
Moore is incorporated herein by reference.
PAGE
<PAGE>
(c) None.
(d) FPLLC as the General Partner has the
power to direct the affairs of the Partnerships, includ-
ing the disposition of the proceeds from the sale of the
Units. FCMLLC, as an investment adviser, has the power
to direct the disposition of the proceeds from the sale
of Units held by the Managed Accounts. Ms. Moore is a
managing member of FCMLLC and FPLLC.
(e) Not applicable.
P. Thomas F. Steyer
(a), (b) The information set forth in
Rows 7, 8, 9, 10, 11 and 13 of the cover page hereto for
Steyer is incorporated herein by reference.
(c) None.
(d) FPLLC as the General Partner has the
power to direct the affairs of the Partnerships, includ-
ing the disposition of the proceeds from the sale of the
Units. FCMLLC, as an investment adviser, has the
power to direct the disposition of the proceeds from the
sale of the Units held by the Managed Accounts. Mr.
Steyer is the senior managing member of FCMLLC and FPLLC.
(e) Not applicable.
The ownership of the Units reported hereby for
FCP, FCIP, FCIP II, Tinicum and the Managed Accounts are
owned directly by such entities. Each of Boilini, Cohen,
Downes, Fremder, Fish, Mellin, Millham, Moore and Steyer
may be deemed, as managing members of FPLLC and FCMLLC,
to be the beneficial owners of all such Units, each of
FPLLC and Fairman, as a managing member of FPLLC, may be
deemed to be the beneficial owners of all such Units
other than the Units owned by the Managed Accounts, and
FCMLLC may be deemed to be the beneficial owner of all
such Units owned by the Managed Accounts. Each of
FCMLLC, FPLLC, Boilini, Cohen, Downes, Fairman, Fish,
Fremder, Mellin, Millham, Moore and Steyer hereby
disclaim any beneficial ownership of any such Units.
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: December 12, 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
Enrique H. Boilini, David I. Cohen,
Joseph F. Downes, Fleur E. Fairman,
Jason M. Fish, Andrew B. Fremder,
William F. Mellin, Stephen L.
Millham, and Meridee A. Moore.
<PAGE> <PAGE>
ANNEX 1
Set forth below, with respect to Farallon
Capital Management, L.L.C. and Farallon Partners, L.L.C.
is the following: (a) name; (b) address; (c) principal
business; (d) state of organization; (e) controlling
persons. Set forth below, with respect to each managing
member of the General Partner of FCP, FCIP, FCIP II, and
Tinicum, is the following: (a) name; (b) business
address; (c) principal occupation; and (d) citizenship.
1. (a) Farallon Capital Management, L.L.C.
(b) 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, Enrique H. Boilini, 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) c/o Farallon Capital Management, L.L.C.
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, Enrique H.
Boilini, 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) Enrique H. Boilini
(b) c/o Farallon Capital Management, L.L.C.
75 Holly Hill Lane
Greenwich, CT 06830
(c) Managing Member of Farallon Partners,
L.L.C.; Managing Member of Farallon
Capital Management, L.L.C.
(d) Argentinean Citizen
4. (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
PAGE
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5. (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
6. (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
7. (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
8. (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
9. (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
10. (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
PAGE
<PAGE>
11. (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
12. (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 UNITS PRICE
TRADE DATE PURCHASED PER UNIT
(including
commission)
11/26/96 4,200 $26.92
12/03/96 15,000 $27.04
<PAGE>
<PAGE>
SCHEDULE B
FARALLON CAPITAL INSTITUTIONAL PARTNERS, L.P.
NO. OF UNITS PRICE
TRADE DATE PURCHASED PER UNIT
(including
commission)
11/26/96 5,700 $26.92
12/03/96 18,000 $27.04
PAGE
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SCHEDULE C
FARALLON CAPITAL INSTITUTIONAL PARTNERS II, L.P.
NO. OF UNITS PRICE
TRADE DATE PURCHASED PER UNIT
(including
commission)
11/26/96 900 $26.92
12/03/96 4,800 $27.04
PAGE
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SCHEDULE D
TINICUM PARTNERS, L.P.
NO. OF UNITS PRICE
TRADE DATE PURCHASED PER UNIT
(including
commission)
11/26/96 600 $26.92
12/03/96 2,400 $27.04
PAGE
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SCHEDULE E
FARALLON CAPITAL MANAGEMENT, L.L.C.
NO. OF UNITS PRICE
TRADE DATE PURCHASED PER UNIT
(including
commission)
11/12/96 2,500 $27.75
11/26/96 2,100 $26.92
12/03/96 4,800 $27.04
11/26/96 300 $26.92
12/03/96 600 $27.04
11/12/96 2,500 $27.75
11/15/96 3,000 $27.625
11/26/96 1,200 $26.92
11/03/96 14,400 $27.04
