UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 10)*
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 Authorized
to Receive Notices and Communications)
April 29, 1997
(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 .
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, 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
California
Number of Shares Beneficially Owned By Each
Reporting Person With
7 Sole Voting Power
-0-
8 Shared Voting Power
289,097
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
289,097
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
289,097
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
8.9%
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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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 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 Sole Voting Power
-0-
8 Shared Voting Power
347,491
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
347,491
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
347,491
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
10.7%
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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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 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
95,267
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
95,267
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
95,267
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
2.9%
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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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 Institutional Partners III, 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
Delaware
Number of Shares Beneficially Owned By Each
Reporting Person With
7 Sole Voting Power
-0-
8 Shared Voting Power
21,200
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
21,200
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
21,200
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
0.7%
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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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
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, 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
New York
Number of Shares Beneficially Owned By Each
Reporting Person With
7 Sole Voting Power
-0-
8 Shared Voting Power
50,990
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
50,990
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
50,990
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
1.6%
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<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 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
164,055
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
164,055
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
164,055
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
5.0%
14 Type of Reporting Person*
IA, 00
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<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 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
804,045
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
804,045
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
804,045
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
24.7%
14 Type of Reporting Person*
00
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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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
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
968,100
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
968,100
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
968,100
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
29.8%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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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
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
968,100
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
968,100
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
968,100
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
29.8%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<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
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
968,100
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
968,100
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
968,100
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
29.8%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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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
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
804,045
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
804,045
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
804,045
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
24.7%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<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
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
968,100
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
968,100
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
968,100
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
29.8%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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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
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
968,100
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
968,100
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
968,100
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
29.8%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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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
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
968,100
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
968,100
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
968,100
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
29.8%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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<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
968,100
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
968,100
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
968,100
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
29.8%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<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
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
968,100
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
968,100
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
968,100
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
29.8%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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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
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
968,100
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
968,100
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
968,100
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
29.8%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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This Amendment No. 10 to Schedule 13D amends the
Schedule 13D initially filed on July 20, 1995
(collectively, with all amendments thereto, the
"Schedule 13D").
Item 3. Source and Amount of Funds and Other
Consideration.
Item 3 of the Schedule 13D is
amended and supplemented by the following:
The net investment cost (including commissions) is
$646,181 for the 24,100 Units acquired by FCP since
the filing of the prior Schedule 13D, $359,287 for the
13,400 Units acquired by FCIP since the filing of the
prior Schedule 13D, $34,856 for the 1,300 Units
acquired by FCIP II since the filing of the prior
Schedule 13D, $72,394 for the 2,700 Units acquired by
FCIP III since the filing of the prior Schedule 13D,
$107,250 for the 4,000 Units acquired by Tinicum since
the filing of the prior Schedule 13D and $576,469 for
the 21,500 Units held by the Managed Accounts since
the filing of the prior Schedule 13D.
The consideration for such acquisitions was obtained
as follows: (i) with respect to FCIP, FCIP II, and FCIP
III, from working capital; (ii) with respect to the
Managed Accounts, from the working capital of each
Managed Account and/or from borrowings
pursuant to margin accounts maintained by some of the
Managed Accounts at Goldman Sachs & Co.; and (iii) with
respect to FCP and Tinicum, from working capital, from
borrowings pursuant to margin accounts maintained by FCP
and Tinicum at Goldman Sachs & Co. and/or from borrowings
pursuant to separate revolving credit agreements (the
"Credit Agreements") entered into by each of FCP and
Tinicum with ING (U.S.) Capital Corporation ("ING").
FCP, Tinicum and some of the Managed Accounts hold
certain securities in their respective margin accounts at
Goldman Sachs & Co., and the accounts
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may from time to time have debit balances. It
is not possible to determine the amount of
borrowings, if any, used to acquire the Units.
Item 4. Purpose of the Transaction.
Item 4 of the Schedule 13D is amended and
restated in its entirety as follows:
As reported in the previous Schedule 13D,
the purpose of the acquisition of the Units is for
investment, and the acquisitions of the Units by
each of the Partnerships and the Managed Accounts
were made in the ordinary course of business and
were not made for the purpose of acquiring control
of the Company.
Although no Reporting Person has any
specific plan or proposal to acquire or dispose of
Units, consistent with its investment purpose, each
Reporting Person at any time and from time to time
may acquire additional Units or dispose of any or
all of its Units depending upon an ongoing
evaluation of the investment in the Units, prevailing
market conditions, other investment opportunities,
liquidity requirements of the Reporting Person
and/or other investment considerations. No
Reporting Person has made a determination
regarding a maximum or minimum number of Units
which it may hold at any point in time. If the
Reporting Persons do acquire additional Units, the
Reporting Persons will acquire certain
rights associated with such Unit ownership,
including the right to elect members
of the Board of Directors, and may
therefore be deemed to have "control" of the
Company as that term is defined in Rule 12b-2
promulgated under the Securities Exchange Act of
1924, as amended.
Except to the extent the foregoing may be
deemed to be a plan or proposal, none of the
Reporting Persons has any plans or proposals which
relate to, or could result in, any of the matters
referred to in paragraphs (a) through (j), inclusive,
of the instructions to Item 4
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of Schedule 13D. The Reporting Persons may,
at any time and from time to time, review or
reconsider their position and/or change their
purpose and/or formulate plans or proposals
with respect thereto. As a result of these
discussions, however, the Reporting Persons may
develop a plan or proposal or may discuss and/or
endorse plans or proposals raised by the board of
directors, management or other shareholders.
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 Units outstanding as of February 28, 1997 as
reported by the Company in its 10K for the year
ending December 31, 1996.
(c) The trading dates, number of Units
(and corresponding Shares) purchased or sold
and the price per Unit (and per Share) for all
purchases and sales in the past 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 General Partner has the
power to direct the affairs of FCP, including the
disposition of the proceeds of the sale of the Units
and/or Shares. Steyer is the senior managing
member of FPLLC and Boilini, Cohen, Downes,
Fairman, Fish, Fremder, Mellin, Millham 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.
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(c) The trading dates, number of Units
(and corresponding Shares) purchased or sold
and the price per Unit (and per Share) for all
purchases and sales in the past 60 days are
set forth on Schedule B hereto and are incorporated
herein by reference. All of such transactions were
open-market transactions.
(d) FPLLC as General Partner has the
power to direct the affairs of FCIP, including the
disposition of the proceeds of the sale of the Units
and/or Shares. Steyer is the senior managing
member of FPLLC and Boilini, Cohen, Downes,
Fairman, Fish, Fremder, Mellin, Millham 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
(and corresponding Shares) purchased or sold
and the price per Unit (and per Share) for all
purchases and sales in the past 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 General Partner has the
power to direct the affairs of FCIP II, including
the disposition of the proceeds of the sale of the
Units and/or Shares. Steyer is the senior managing
member of FPLLC and Boilini, Cohen, Downes,
Fairman, Fish, Fremder, Mellin, Millham and
Moore are managing members of FPLLC.
(e) Not applicable.
D. Farallon Capital Institutional Partners III,
L.P.
(a), (b) The information set forth in Rows
7, 8, 9, 10, 11 and 13 of the cover page hereto for FCIP
III is incorporated herein by reference.
(c) The trading dates, number of Units
(and corresponding Shares) purchased or sold and
the price per Unit (and per Share) for all purchases
and sales in the past 60 days are set forth on
Schedule D hereto and are incorporated
herein by reference. All of such transactions were
open-market transactions.
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(d) FPLLC as General Partner has the
power to direct the affairs of FCIP III, including the
disposition of the proceeds of the sale of the Units and/or
Shares. Steyer is the senior managing member of
FPLLC and Boilini, Cohen, Downes, Fairman,
Fish, Fremder, Mellin, Millham and Moore are
managing members of FPLLC.
(e) Not applicable.
E. Tinicum Partners, L.P.
(a),(b) The information set forth in Rows 7,
8, 9, 10, 11 and 13 of the cover page hereto for Tinicum
is incorporated herein by reference.
(c) The trading dates, number of Units
(and corresponding Shares) purchased or sold and
the price per Unit (and per Share) for all purchases
and sales in the past 60 days are set forth on
Schedule E hereto and are incorporated herein by
reference. All of such transactions were open-market
transactions.
(d) FPLLC as General Partner has the
power to direct the affairs of Tinicum, including
the disposition of the proceeds of the sale of the
Units and/or Shares. Steyer is the senior managing
member of FPLLC and Boilini, Cohen, Downes,
Fairman, Fish, Fremder, Mellin, Millham and Moore
are managing members of FPLLC.
(e) Not applicable.
F. Farallon Capital Management, L.L.C.
(a),(b) The information set forth in Rows
7, 8, 9, 10, 11 and 13 of the cover page hereto for
FCMLLC is incorporated herein by reference.
(c) The trading dates, number of Units
(and corresponding Shares) purchased or sold and
the price per Unit (and per Share) for all purchases
and sales by the Managed Accounts in
the past 60 days are set forth on Schedule F 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
of the sale of the Units and/or Shares held by the
Managed Accounts. Steyer is the senior managing
member of FCMLLC, and Boilini, Cohen, Downes,
Fish, Fremder, Millham, Mellin, and Moore are
managing members of FCMLLC.
PAGE
<PAGE>
(e) Not applicable.
G. Farallon Partners, L.L.C.
(a),(b) The information set forth in rows
7, 8, 9, 10, 11, and 13 of the cover page hereto for
FPLLC is incorporated herein by reference.
(c) None.
(d) FPLLC as General Partner has the
power to direct the affairs of the Partnerships,
including the disposition of the proceeds of the sale of
the Units and/or Shares. Steyer is the senior managing
member of FPLLC, and Boilini, Cohen, Downes,
Fairman, Fish, Fremder, Mellin, Millham and Moore are
managing members of FPLLC.
(e) Not applicable.
H. 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 General Partner has the
power to direct the affairs of the Partnerships,
including the disposition of the proceeds of the sale
of the Units and/or Shares. FCMLLC, as an investment
adviser, has the power to direct the disposition of the
proceeds of the sale of the Units and/or Shares held by the
Managed Accounts. Boilini is a managing member
of FCMLLC and FPLLC.
(e) Not applicable.
I. 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 General Partner has the
power to direct the affairs of the Partnerships,
including the disposition of the proceeds of the
sale of
PAGE
<PAGE>
the Units and/or Shares. FCMLLC, as an
investment adviser, has the power to direct the
disposition of the proceeds of the sale of the Units
and/or Shares held by the Managed Accounts. Cohen is a
managing member of FCMLLC and FPLLC.
(e) Not applicable.
J. 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 General Partner has the
power to direct the affairs of the Partnerships,
including the disposition of the proceeds of the
sale of the Units and/or Shares. FCMLLC, as an
investment adviser, has the power to direct the
disposition of the proceeds of the sale of the Units
and/or Shares held by the Managed Accounts. Downes
is a managing member of FCMLLC and FPLLC.
(e) Not applicable.
K. 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 General Partner has the
power to direct the affairs of the Partnerships,
including the disposition of the proceeds of the
sale of the Units and/or Shares. Fairman is a
managing member of FPLLC.
(e) Not applicable.
L. 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.
PAGE
<PAGE>
(c) None.
(d) FPLLC as General Partner has the
power to direct the affairs of the Partnerships,
including the disposition of the proceeds of the
sale of the Units and/or Shares. FCMLLC, as an
investment adviser, has the power to direct the
disposition of the proceeds of the sale of the Units
and/or Shares held by the Managed Accounts.
Fish is a managing member of FCMLLC and FPLLC.
(e) Not applicable.
M. 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 General Partner has the
power to direct the affairs of the Partnerships,
including the disposition of the proceeds of
the sale of the Units and/or Shares. FCMLLC,
as an investment adviser, has the power to
direct the disposition of the proceeds of the
sale of the Units and/or Shares held by the
Managed Accounts. Fremder is a managing
member of FCMLLC and FPLLC.
(e) Not applicable.
N. 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 General Partner has the
power to direct the affairs of the Partnerships,
including the disposition of the proceeds of the
sale of the Units and/or Shares. FCMLLC, as
an investment adviser, has the power to
direct the disposition of the proceeds of the sale
of the Units and/or Shares held by the Managed
Accounts. Mellin is a managing member of
FCMLLC and FPLLC.
(e) Not applicable.
PAGE
<PAGE>
O. 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 General Partner has the
power to direct the affairs of the Partnerships,
including the disposition of the proceeds of the
sale of the Units and/or Shares. FCMLLC, as an
investment adviser, has the power to direct the
disposition of the proceeds of the sale of the
Units and/or Shares held by the Managed Accounts.
Millham is a managing member of FCMLLC
and FPLLC.
(e) Not applicable.
P. 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 General Partner has the
power to direct the affairs of the Partnerships,
including the disposition of the proceeds of the
sale of the Units and/or Shares. FCMLLC, as an
investment adviser, has the power to direct the
disposition of the proceeds of the sale of the Units
and/or Shares held by the Managed Accounts.
Moore is a managing member of FCMLLC
and FPLLC.
(e) Not applicable.
Q. Thomas F. Steyer
(a),(b) The information set forth in Rows
7, 8, 9, 10, 11 and 13 of the cover page hereto for
Steyer is incorporated herein by reference.
(c) None.
(d) FPLLC as General Partner has the
power to direct the affairs of the Partnerships,
including the disposition of the proceeds of the
sale of the Units and/or Shares. FCMLLC, as an
investment adviser, has
PAGE
<PAGE>
the power to direct the disposition of the proceeds
of the sale of the Units and/or Shares held
by the Managed Accounts. Steyer is the senior
managing member of FCMLLC and FPLLC.
(e) Not applicable.
The Units (and corresponding Shares) reported
hereby for FCP, FCIP, FCIP II, FCIP III, 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 owner of all such
Units (and corresponding Shares). Each of FPLLC
and Fairman, as a managing member of FPLLC,
may be deemed to be the beneficial owner of all
such Units (and corresponding Shares) other than
the Units (and corresponding Shares) owned by
the Managed Accounts. FCMLLC may be deemed
to be the beneficial owner of all such Units (and
corresponding Shares) 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 (and
corresponding 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: May 9, 1997
/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., FARALLON CAPITAL
INSTITUTIONAL PARTNERS III,
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<1>
(including
commission)
4/29/97 24,100 $26.81
<1>As the Shares currently trade as a Unit, together
with warrants of Ligand Pharmaceuticals, Inc., the
reported price is a per Unit price. Each Unit consists
of one Share and two warrants of Ligand Pharmaceuticals,
Inc. For purposes of this Schedule 13D, the per Share
price has been derived by attributing all of the Unit
price to the related Share.
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SCHEDULE B
FARALLON CAPITAL INSTITUTIONAL PARTNERS, L.P.
NO. OF UNITS PRICE
TRADE DATE PURCHASED PER UNIT<1>
(including
commission)
4/29/97 13,400 $26.81
<1>As the Shares currently trade as a Unit, together
with warrants of Ligand Pharmaceuticals, Inc., the
reported price is a per Unit price. Each Unit consists
of one Share and two warrants of Ligand Pharmaceuticals,
Inc. For purposes of this Schedule 13D, the per Share
price has been derived by attributing all of the Unit
price to the related Share.
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<PAGE>
SCHEDULE C
FARALLON CAPITAL INSTITUTIONAL PARTNERS II, L.P.
NO. OF UNITS PRICE
TRADE DATE PURCHASED PER UNIT<1>
(including
commission)
4/29/97 1,300 $26.81
<1>As the Shares currently trade as a Unit, together
with warrants of Ligand Pharmaceuticals, Inc., the
reported price is a per Unit price. Each Unit consists
of one Share and two warrants of Ligand Pharmaceuticals,
Inc. For purposes of this Schedule 13D, the per Share
price has been derived by attributing all of the Unit
price to the related Share.
<PAGE>
<PAGE>
SCHEDULE D
FARALLON CAPITAL INSTITUTIONAL PARTNERS III, L.P.
NO. OF UNITS PRICE
TRADE DATE PURCHASED PER UNIT<1>
(including
commission)
4/29/97 2,700 $26.81
<1>As the Shares currently trade as a Unit, together
with warrants of Ligand Pharmaceuticals, Inc., the
reported price is a per Unit price. Each Unit consists
of one Share and two warrants of Ligand Pharmaceuticals,
Inc. For purposes of this Schedule 13D, the per Share
price has been derived by attributing all of the Unit
price to the related Share.
<PAGE>
<PAGE>
SCHEDULE E
TINICUM PARTNERS, L.P.
NO. OF UNITS PRICE
TRADE DATE PURCHASED PER UNIT<1>
(including
commission)
4/29/97 4,000 $26.81
<1>As the Shares currently trade as a Unit, together
with warrants of Ligand Pharmaceuticals, Inc., the
reported price is a per Unit price. Each Unit consists
of one Share and two warrants of Ligand Pharmaceuticals,
Inc. For purposes of this Schedule 13D, the per Share
price has been derived by attributing all of the Unit
price to the related Share.
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<PAGE>
SCHEDULE F
FARALLON CAPITAL MANAGEMENT, L.L.C.
NO. OF UNITS PRICE
TRADE DATE PURCHASED PER UNIT<1>
(including
commission)
4/29/97 16,100 $26.81
4/29/97 2,700 $26.81
4/29/97 2,700 $26.81
<1>As the Shares currently trade as a Unit, together
with warrants of Ligand Pharmaceuticals, Inc., the
reported price is a per Unit price. Each Unit consists
of one Share and two warrants of Ligand Pharmaceuticals,
Inc. For purposes of this Schedule 13D, the per Share
price has been derived by attributing all of the Unit
price to the related Share.
</PAGE>
