UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 11)*
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)
June 3, 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).
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 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!
<PAGE>
<PAGE>
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
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!
<PAGE>
<PAGE>
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
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!
<PAGE>
<PAGE>
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
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!
<PAGE>
<PAGE>
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
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>
<PAGE>
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
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. 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
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!
PAGE
<PAGE>
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
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>
<PAGE>
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
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>
<PAGE>
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
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
<PAGE>
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
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>
<PAGE>
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
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
<PAGE>
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
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. 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
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>
<PAGE>
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
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>
<PAGE>
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
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
<PAGE>
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
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!
<PAGE>
<PAGE>
This Amendment No. 11 to Schedule 13D amends the
Schedule 13D initially filed on July 20, 1995
(collectively, with all amendments thereto, the
"Schedule 13D").
Item 1. Security and Issuer
Item 1 of the Schedule 13D is amended and
restated in its entirety as follows:
This statement relates to the shares of Callable
Common Stock, par value $0.001 per share,
(the "Shares") of Allergan Ligand Retinoid
Therapeutics, Inc. (the "Company"). Until June 3,
1997, the Shares traded as part of a Unit issued
jointly with Ligand Pharmaceuticals, Inc. ("Ligand").
Each Unit consisted of one Share and two Ligand warrants.
Since June 3, 1997, the Shares and the Ligand
warrants have traded separately. The Company's
principal offices are located at 9393 Towne Center
Drive, San Diego, CA 92121.
Item 2. Identity and Background
Item 2 as reported on the Schedule 13D is hereby
amended and restated in its entirety as follows:
(a) This statement is filed by: (i) Farallon Capital
Partners, L.P., a California limited partnership ("FCP"),
with respect to the Shares held by it; (ii) Farallon Capital
Institutional Partners, L.P., a California limited partnership
("FCIP"), with respect to the Shares held by it; (iii) Farallon
Capital Institutional Partners II, L.P., a California limited
partnership ("FCIP II"), with respect to the Shares held by it;
(iv) Farallon Capital Institutional Partners III, L.P., a Delaware
limited partnership ("FCIP III"), with respect to the Shares
held by it; (v) Tinicum Partners, L.P., a New York limited
partnership ("Tinicum"; collectively with FCP, FCIP, FCIP II
and FCIP III, the "Partnerships"), with respect to the Shares
held by it; (vi) Farallon Capital Management, L.L.C., a
Delaware
PAGE
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limited liability company ("FCMLLC"), with
respect to the Shares held by Farallon Captial
Offshore Investors, Inc., a British Virgin Islands
corporation ("Offshore"), and certain other accounts
managed by FCMLLC (together with Offshore,
the "Managed Accounts"); (vii) Farallon Partners,
L.L.C., a Delaware limited liability company
("FPLLC"), with respect to the Shares held by
each of the entities named in (i) through (v)
above; (viii) each of Enrique H. Bolini ("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 Shares held by each of the
entities named in (i) through (vi) above; and (ix)
Fleur E. Fairman ("Fairman") with respect to the
Shares held by each of the entities named in (i)
through (v) above (FCP, FCIP, FCIP II, FCIP III,
Tinicum, FCMLLC, FPLLC, Boilini, Cohen, Downes,
Fairman, Fish, Fremder, Mellin, Millham, Moore
and Steyer shall collectively be referred to hereafter
and the "Reporting Persons").
The name, address, principal business, state of
organization, executive officers, directors and controlling
persons of FCMLLC and FPLLC are set forth on Annex 1
hereto. 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,
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 the beneficial owner of all
PAGE
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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.
(b) The address of the principal office
of (i) the Partnerships, FCMLLC and FPLLC
is One Maritime Plaza, Suite 1325, San Franciso,
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
Partnerships and Offshore is that of a private
investment fund engaging in the purchase and
sale of investments for its own account. The
principal business of FPLLC is to act as the
general partner (the "General Partner") of the
Partnerships. The principal business of FCMLLC
is that of a registered investment advisor.
(d) None of the Partnerships, FCMLLC,
FPLLC, Offshore 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, Offshore 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 judgement, 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 4. Purpose of Transaction
Item 4 of the Schedule 13D is amended and restated
in its entirety as follows:
<PAGE>
As reported in the previous Schedule 13D, the purpose
of the acquisition of the Shares is for investment, and the
acquisitions of the Shares 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 Shares, consistent with
its investment purpose, each Reporting Person at any time
and from time to time may acquire additional Shares or dispose
of any or all of its Shares depending upon an ongoing evaluation
of the investment in the Shares, 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 Shares which it may
hold at any point in time. If the Reporting Persons do acquire
additional Shares, the Reporting Persons will acquire certain
rights associated with such Share 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 1934, 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 of Schedule 13D. The Reporting Persons may, at any
time 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
PAGE
<PAGE>
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 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 May 8, 1997 as
reported by the Company in its Form 10Q for the
period ending March 31, 1997.
(c) There have been no transactions in the
Shares since the filing of the prior Schedule 13D.
(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.
(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) There have been no transactions in the
Shares since the filing of the prior Schedule 13D.
(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.
PAGE
<PAGE>
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) There have been no transactions in the
Shares since the filing of the prior Schedule 13D.
(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.
(c) There have been no transactions in the
Shares since the filing of the prior Schedule 13D.
(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) There have been no transactions in the
Shares since the filing of the prior Schedule 13D.
(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
PAGE
<PAGE>
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) There have been no transactions in the
Shares since the filing of the prior Schedule 13D.
(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.
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 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
(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.
PAGE
<PAGE>
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.
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.
PAGE
<PAGE>
(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 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.
PAGE
<PAGE>
(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.
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: July 3, 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>
ANNEX 1
Set forth below with respect to FCMLLC and FPLLC is
the following: (a) name; (b) address; (c) principal
business; (d) state of organization; and (e) controlling
persons. Set forth below, with respect to each managing
member of FCMLLC and FPLLC, 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, Se-
nior Managing Member; David I. Cohen,
Joseph H. Downes, Jason M. Fish, Andrew
B. Fremder, William F. Mellin, Stephen L.
Millham and Meridee A. Moore, Managing
Members.
2. (a) Farallon Partners, L.L.C.
(b) 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 Capi-
tal 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 Capi-
tal 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 Capi-
tal 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
<PAGE>
<PAGE>
(c) Managing Member of Farallon Partners,
L.L.C.; Managing Member of Farallon Capi-
tal 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 Capi-
tal 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 Part-
ners, L.L.C.; Senior Managing Member of
Farallon Capital Management, L.L.C.
(d) United States Citizen
</PAGE>
