UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 12)*
Allergan Ligand Retinoid Therapeutics, Inc. (ALRI)
(Name of Issuer)
Callable Common Stock, parvalue $.001
(Title of Class of Securities)
CUSIP No. 01849P107
(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)
September 22, 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. 01849P107
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
306,011
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
306,011
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
306,011
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
9.4%
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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SCHEDULE 13D
CUSIP NO. 01849P107
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
355,691
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
355,691
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
355,691
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
10.9%
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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SCHEDULE 13D
CUSIP NO. 01849P107
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
96,667
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
96,667
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
96,667
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
3.0%
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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SCHEDULE 13D
CUSIP NO. 01849P107
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
22,100
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
22,100
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
22,100
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. 01849P107
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
51,990
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
51,990
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
51,990
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. 01849P107
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
173,155
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
173,155
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
173,155
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
5.3%
14 Type of Reporting Person*
IA, 00
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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SCHEDULE 13D
CUSIP NO. 01849P107
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
832,459
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
832,459
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
832,459
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
25.6%
14 Type of Reporting Person*
00
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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SCHEDULE 13D
CUSIP NO. 01849P107
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
1,005,614
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
1,005,614
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
1,005,614
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
30.9%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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SCHEDULE 13D
CUSIP NO. 01849P107
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
1,005,614
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
1,005,614
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
1,005,614
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
30.9%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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SCHEDULE 13D
CUSIP NO. 01849P107
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
1,005,614
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
1,005,614
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
1,005,614
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
30.9%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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SCHEDULE 13D
CUSIP NO. 01849P107
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
832,459
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
832,459
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
832,459
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
25.6%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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SCHEDULE 13D
CUSIP NO. 01849P107
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
1,005,614
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
1,005,614
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
1,005,614
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
30.9%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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SCHEDULE 13D
CUSIP NO. 01849P107
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
1,005,614
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
1,005,614
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
1,005,614
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
30.9%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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SCHEDULE 13D
CUSIP NO. 01849P107
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
1,005,614
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
1,005,614
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
1,005,614
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
30.9%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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SCHEDULE 13D
CUSIP NO. 01849P107
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
1,005,614
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
1,005,614
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
1,005,614
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
30.9%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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SCHEDULE 13D
CUSIP NO. 01849P107
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
1,005,614
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
1,005,614
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
1,005,614
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
30.9%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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SCHEDULE 13D
CUSIP NO. 01849P107
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
1,005,614
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
1,005,614
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
1,005,614
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
30.9%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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This Amendment No. 12 to Schedule 13D amends the
Schedule 13D initially filed on July 20, 1995
(collectively, with all amendments thereto, the
"Schedule 13D").
Item 2. Identity and Background.
Paragraph (b) of Item 2 of the Schedule 13D is amended
and restated in its entirety as follows:
(b) The address of the principal business and principal
office of (i) the Partnerships, FCMLLC and FPLLC is One
Maritime Plaza, Suite 1325, San Francisco, California 94111,
and (ii) Offshore is Craigmuir Chambers, P.O. Box 71, Road
Town, Tortola, British Virgin Islands.
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 $330,886
for the 16,914 Shares acquired by FCP since the filing of the
prior Schedule 13D, $160,493 for the 8,200 Shares acquired by
FCIP since the filing of the prior Schedule 13D, $27,370 for the
1,400 Shares acquired by FCIP II since the filing of the prior
Schedule 13D, $17,595 for the 900 Shares acquired by FCIP III
since the filing of the prior Schedule 13D, $19,566 for the 1,000
Shares acquired by Tinicum since the filing of the prior Schedule
13D and $177,978 for the 9,100 Shares acquired 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
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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
entered into by each of FCP and Tinicum with ING (U.S.) Capital
Corporation. FCP, Tinicum and some of the Managed Accounts hold
certain securities in their respective margin accounts at Goldman Sachs
& Co., and the accounts may from time to time have debit balances.
It is not possible to determine the amount of borrowings, if any,
used to acquire the Shares.
Item 5. Interest in Securities of the Issuer.
Item 5 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 outstanding as of July 31, 1997 as
reported by the Company in its Form 10Q for the
period ending June 30, 1997.
(c) The trading dates, number of Shares purchased
or sold and the price per Share for all purchases and sales
of the Shares 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
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.
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(a), (b) The information set forth in Rows
7, 8, 9, 10, 11 and 13 of the cover page hereto for FCIP
is incorporated herein by reference.
(c) The trading dates, number of Shares purchased
or sold and the price per Share for all purchases and sales of
the Shares 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
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 Shares purchased
or sold and the price per Share for all purchases and sales of
the Shares 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
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.
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(c) The trading dates, number of Shares purchased
or sold and the price per Share for all purchases and sales of
the Shares 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.
(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
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 Shares purchased
or sold and the price per Share for all purchases and sales of
the Shares 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
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 Shares purchased
or sold and the price per Share for all purchases and sales of
the Shares in the past 60 days are set forth on Schedule F
hereto and are incorporated herein
PAGE
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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 Shares held by theManaged Accounts.
Steyer is the senior managing member of FCMLLC, and
Boilini, Cohen, Downes, Fish, Fremder, Millham, Mellin,
and Moore are managing members of FCMLLC.
(e) Not applicable.
G. Farallon Partners, L.L.C.
(a), (b) The information set forth in rows
7, 8, 9, 10, 11, and 13 of the cover page hereto for
FPLLC is incorporated herein by reference.
(c) None.
(d) FPLLC as General Partner has the
power to direct the affairs of the Partnerships,
including the disposition of the proceeds of the sale of
the Shares. 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 Shares. FCMLLC, as an investment
adviser, has the power to direct the disposition of the
proceeds of the sale of the Shares held by the
Managed Accounts. Boilini is a managing member
of FCMLLC and FPLLC.
(e) Not applicable.
I. David I. Cohen
PAGE
<PAGE>
(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 the Shares. FCMLLC, as an
investment adviser, has the power to direct the
disposition of the proceeds of the sale of the
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 Shares. FCMLLC, as an
investment adviser, has the power to direct the
disposition of the proceeds of the sale of the
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 Shares. Fairman is a managing member
of FPLLC.
(e) Not applicable.
PAGE
<PAGE>
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.
(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 Shares. FCMLLC, as an
investment adviser, has the power to direct the
disposition of the proceeds of the sale of the
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 Shares. FCMLLC, as an
investment adviser, has the power to
direct the disposition of the proceeds of the
sale of the 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 Shares. FCMLLC, as an investment
adviser, has the power to
PAGE
<PAGE>
direct the disposition of the proceeds of the sale
of the Shares held by the Managed Accounts.
Mellin is a managing member of FCMLLC and FPLLC.
(e) Not applicable.
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 Shares. FCMLLC, as an
investment adviser, has the power to
direct the disposition of the proceeds of the sale of the
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 Shares. FCMLLC, as an
investment adviser, has the power to direct the
disposition of the proceeds of the sale of the
Shares held by the Managed Accounts.
Moore is a managing member of FCMLLC
and FPLLC.
(e) Not applicable.
PAGE
<PAGE>
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 Shares. FCMLLC, as an investment
adviser, has the power to direct the disposition
of the proceeds of the sale of the Shares held
by the Managed Accounts. Steyer is the senior
managing member of FCMLLC and FPLLC.
(e) Not applicable.
The 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
Shares. Each of FPLLC and Fairman, as a managing
member of FPLLC, may be deemed to be the beneficial
owner of all such Shares other than the Shares
owned by the Managed Accounts. FCMLLC may
be deemed to be the beneficial owner of all such 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 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: October 1, 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.
The Powers of Attorney each executed by Boilini,
Cohen, Downed, Fairman, Fish, Fremder, Mellin and Moore
authorizing Steyer to sign and file this Schedule 13D on
each person's behalf was filed with Amendment No. 1
to the Schedule 13D filed with the SEC on September
26, 1997 by such Reporting Persons with Respect to
the Common Stock of Sphere Drake Holdings
Limited is hereby incorporated by reference.
PAGE
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SCHEDULE A
FARALLON CAPITAL PARTNERS, L.P.
NO. OF SHARES PRICE
TRADE DATE PURCHASED PER SHARE
(including commission)
8/28/97 3,800 $19.72
8/29/97 2,600 $19.30
9/4/97 1,900 $19.41
9/5/97 2,000 $19.69
9/8/97 1,000 $19.60
9/9/97 1,000 $19.50
9/12/97 2,000 $19.60
9/15/97 164 $19.48
9/18/97 250 $19.72
9/19/97 500 $19.60
9/22/97 1,200 $19.58
9/24/97 500 $19.60
<PAGE>
SCHEDULE B
FARALLON CAPITAL INSTITUTIONAL
PARTNERS, L.P.
NO. OF SHARES PRICE
TRADE DATE PURCHASED PER SHARE
(including commission)
8/28/97 3,100 $19.72
8/29/97 2,200 $19.30
9/5/97 1,000 $19.69
9/19/97 500 $19.60
9/22/97 900 $19.58
9/24/97 500 $19.60
<PAGE>
SCHEDULE C
FARALLON CAPITAL INSTITUTIONAL
PARTNERS II, L.P.
NO. OF SHARES PRICE
TRADE DATE PURCHASED PER SHARE
(including commission)
8/28/97 700 $19.72
8/29/97 500 $19.30
9/19/97 100 $19.60
9/22/97 100 $19.58
<PAGE>
SCHEDULE D
FARALLON CAPITAL INSTITUTIONAL
PARTNERS III, L.P.
NO. OF SHARES PRICE
TRADE DATE PURCHASED PER SHARE
(including commission)
8/28/97 400 $19.72
8/29/97 300 $19.30
9/19/97 100 $19.60
9/22/97 100 $19.58
<PAGE>
SCHEDULE E
TINICUM PARTNERS, L.P.
NO. OF SHARES PRICE
TRADE DATE PURCHASED PER SHARE
(including commission)
8/28/97 500 $19.72
8/29/97 300 $19.30
9/19/97 100 $19.60
9/22/97 100 $19.58
<PAGE>
SCHEDULE F
FARALLON CAPITAL MANAGEMENT, L.L.C.
NO. OF SHARES PRICE
TRADE DATE PURCHASED PER SHARE
(including commission)
8/28/97 2,600 $19.72
8/29/97 1,800 $19.30
9/8/97 400 $19.60
9/9/97 200 $19.50
9/12/97 500 $19.60
9/19/97 600 $19.60
9/22/97 800 $19.58
8/28/97 200 $19.72
8/29/97 200 $19.30
9/19/97 100 $19.60
9/22/97 100 $19.58
8/28/97 700 $19.72
8/29/97 500 $19.30
9/19/97 200 $19.60
9/22/97 200 $19.58
</PAGE>
