UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
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)
October 21, 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).
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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
236,897
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
236,897
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
236,897
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
7.3%
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
302,591
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
302,591
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
302,591
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
9.3%
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
86,167
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
86,167
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
86,167
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
2.7%
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
42,690
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
42,690
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
42,690
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
1.3%
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
102,755
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
102,755
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
102,755
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
3.2%
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
668,345
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
668,345
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
668,345
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
20.6%
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
771,100
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
771,100
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
771,100
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
23.7%
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
771,100
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
771,100
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
771,100
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
23.7%
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
771,100
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
771,100
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
771,100
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
23.7%
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
668,345
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
668,345
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
668,345
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
20.6%
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
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
771,100
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
771,100
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
771,100
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
23.7%
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
771,100
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
771,100
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
771,100
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
23.7%
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
771,100
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
771,100
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
771,100
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
23.7%
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
771,100
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
771,100
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
771,100
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
23.7%
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
771,100
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
771,100
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
771,100
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
23.7%
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
771,100
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
771,100
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
771,100
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
23.7%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
<PAGE>
This Amendment No. 7 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 Units held by it; (ii)
Farallon Capital Institutional Partners, L.P., a Califor-
nia limited partnership ("FCIP"), with respect to the
Units held by it: (iii) Farallon Capital Institutional
Partners II, L.P., a California limited partnership
("FCIP II"), with respect to the Units held by it; (iv)
Tinicum Partners, L.P., a New York limited partnership
("Tinicum"; collectively with FCP, FCIP, and FCIP II, the
"Partnerships"), with respect to the Units held by it;
(v) Farallon Capital Management, L.L.C., a Delaware
limited liability company ("FCMLLC"), with respect to the
Units 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 Units held by each of the
entities named in (i) through (iv) above; (vii) each of
Enrique H. Boilini ("Boilini"), 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 Units held by each of the entities named
in (i) through (v) above; and (viii) Fleur E. Fairman
<PAGE> <PAGE>
("Fairman") with respect to the Units held by each of the
entities named in (i) through (iv) above.
As of October 1, 1996, Enrique H. Boilini became a
managing member of FCMLLC and FPLLC.
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 Units reported hereby for
FCP, FCIP, FCIP II, Tinicum and the Managed Accounts are
owned directly by such entities. Each of Boilini, Cohen,
Downes, Fish, Fremder, Mellin, Millham, Moore and Steyer
may be deemed, as managing members of FPLLC and FCMLLC,
to be the beneficial 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.
(b) The address of the principal business 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.
PAGE
<PAGE>
(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 supplemented by the following:
The net investment cost (including commissions) is
$263,626 for the 9,800 Units acquired by FCP since the
previous filing of Schedule 13D, $266,270 for the 9,900
Units acquired by FCIP since the previous filing of
Schedule 13D, $79,639 for the 3,000 Units acquired by
FCIP II since the previous filing of Schedule 13D,
$56,060 for the 2,100 Units acquired by Tinicum since the
previous filing of Schedule 13D, and $351,578 for the
12,700 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
PAGE
<PAGE>
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 in the Company's Form 10Q
for the period ended June 30, 1996 to be outstanding as
of July 31, 1996.
(c) The trading dates, number of Units
purchased or sold and the price per Unit for all
transactions in the Units in the last 60 days 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 in the last 60 days, 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 in the last 60 days 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 in the last 60 days 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, Downes,
Fish, Fremder, Mellin and Millham and Mdmes. Fairman and
Moore are managing members of FPLLC.
<PAGE>
<PAGE>
(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 in the
last 60 days are set forth on Schedule E hereto and are
incorporated herein by reference. All of such transac-
tions 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.
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.
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
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 Units held by the Managed Accounts. Mr. Downes
is a managing member of FCMLLC and FPLLC.
(e) Not applicable.
PAGE
<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, 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 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.
PAGE
<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, 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.
(c) None.
PAGE
<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
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: October 31, 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
<PAGE>
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>
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 amend-
ments 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: October 31, 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>
SCHEDULE A
FARALLON CAPITAL PARTNERS, L.P.
NO. OF UNITS PRICE
TRADE DATE PURCHASED PER UNIT
(including
commission)
08/27/96 1,500 $23.75
09/12/96 5,100 $27.125
10/21/96 3,200 $28.02
<PAGE>
<PAGE>
SCHEDULE B
FARALLON CAPITAL INSTITUTIONAL PARTNERS, L.P.
NO. OF UNITS PRICE
TRADE DATE PURCHASED PER UNIT
(including
commission)
08/27/96 1,600 $23.75
09/12/96 4,800 $27.125
10/21/96 3,500 $28.02
PAGE
<PAGE>
SCHEDULE C
FARALLON CAPITAL INSTITUTIONAL PARTNERS II, L.P.
NO. OF UNITS PRICE
TRADE DATE PURCHASED PER UNIT
(including
commission)
08/27/96 700 $23.75
09/12/96 1,600 $27.125
10/21/96 700 $28.02
<PAGE>
<PAGE>
SCHEDULE D
TINICUM PARTNERS, L.P.
NO. OF UNITS PRICE
TRADE DATE PURCHASED PER UNIT
(including
commission)
08/27/96 400 $23.75
09/12/96 1,200 $27.125
10/21/96 500 $28.02
<PAGE>
<PAGE>
SCHEDULE E
FARALLON CAPITAL MANAGEMENT, L.L.C.
NO. OF UNITS PRICE
TRADE DATE PURCHASED PER UNIT
(including
commission)
08/27/96 500 $23.75
09/12/96 1,100 $27.125
10/17/96 2,500 $28.50
10/21/96 6,600 $28.02
08/27/96 100 $23.75
09/12/96 300 $27.123
10/21/96 100 $28.02
08/27/96 200 $23.75
09/12/96 900 $27.124
10/21/96 400 $28.02