UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
Presidio Capital Corp. (PDIOF)
(Name of Issuer)
Class A Common Shares
(Title of Class of Securities)
CUSIP No. G722011109
(CUSIP Number)
Thomas F. Steyer
Farallon Capital Management, L.L.C.
One Maritime Plaza, Suite 1325
San Francisco, California 94111
(415) 421-2132
(Name, Address and Telephone Number of Person Autho-
rized to Receive Notices and Communications)
August 12, 1996
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the
subject of this Schedule 13D, and is filing this schedule
because of Rule 13d-1(b)(3) or (4), check the following
box .
Check the following box if a fee is being paid with the
statement. (A fee is not required only if the reporting
person: (1) has a previous statement on file reporting
beneficial ownership of more than five percent of the
class of securities described in Item 1; and (2) has
filed no amendment subsequent thereto reporting benefi-
cial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all
exhibits, should be filed with the Commission. See Rule
13d-1(a) for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out
for a reporting person's initial filing on this form with
respect to the subject class of securities, and for any
subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover
page shall not be deemed to be "filed" for the purpose of
Section 18 of the Securities Exchange Act of 1934 ("Act")
or otherwise subject to the liabilities of that section
of that Act but shall be subject to all other provisions
of the Act (however, see the Notes).
<PAGE>
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SCHEDULE 13D
CUSIP No. G722011109
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Farallon Capital Partners, L.P.
2 Check the Appropriate Box if a Member of a Group*
(a)
(b) /x/
3 SEC Use Only
4 Source of Funds*
WC
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization
California
Number of Shares Beneficially Owned By Each Reporting
Person With
7 Sole Voting Power
-0-
8 Shared Voting Power
1,322,038
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
1,322,038
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
1,322,038
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
15.1%
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
<PAGE>
SCHEDULE 13D
CUSIP No. G722011109
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Farallon Capital Institutional Partners, L.P.
2 Check the Appropriate Box if a Member of a Group*
(a)
(b) /x/
3 SEC Use Only
4 Source of Funds*
WC
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization
California
Number of Shares Beneficially Owned By Each Reporting
Person With
7 With Sole Voting Power
-0-
8 Shared Voting Power
1,521,715
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
1,521,715
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
1,521,715
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
17.4%
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
<PAGE>
SCHEDULE 13D
CUSIP No. G722011109
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
583,280
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
583,280
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
583,280
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
6.6%
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
<PAGE>
SCHEDULE 13D
CUSIP No. G722011109
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Tinicum Partners, L.P.
2 Check the Appropriate Box if a Member of a Group*
(a)
(b) /x/
3 SEC Use Only
4 Source of Funds*
WC
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization
New York
Number of Shares Beneficially Owned By Each Reporting
Person With
7 Sole Voting Power
-0-
8 Shared Voting Power
219,571
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
219,571
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
219,571
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
2.5%
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
<PAGE>
SCHEDULE 13D
CUSIP No. G722011109
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
561,257
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
561,257
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
561,257
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
6.4%
14 Type of Reporting Person*
00
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
<PAGE>
SCHEDULE 13D
CUSIP No. G722011109
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
3,646,604
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
3,646,604
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
3,646,604
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
41.6%
14 Type of Reporting Person*
00
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
<PAGE>
SCHEDULE 13D
CUSIP No. G722011109
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
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
4,207,861
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
4,207,861
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
4,207,861
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
48.0%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
<PAGE>
SCHEDULE 13D
CUSIP No. G722011109
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
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
4,207,861
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
4,207,861
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
4,207,861
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
48.0%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
<PAGE>
SCHEDULE 13D
CUSIP No. G722011109
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, 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
3,646,604
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
3,646,604
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
3,646,604
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
41.6%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
<PAGE>
SCHEDULE 13D
CUSIP No. G722011109
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
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
4,207,861
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
4,207,861
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
4,207,861
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
48.0%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
<PAGE>
SCHEDULE 13D
CUSIP No. G722011109
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
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
4,207,861
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
4,207,861
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
4,207,861
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
48.0%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
<PAGE>
SCHEDULE 13D
CUSIP No. G722011109
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
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
4,207,861
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
4,207,861
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
4,207,861
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
48.0%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
<PAGE>
SCHEDULE 13D
CUSIP No. G722011109
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
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
4,207,861
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
4,207,861
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
4,207,861
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
48.0%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
<PAGE>
SCHEDULE 13D
CUSIP No. G722011109
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
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
4,207,861
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
4,207,861
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
4,207,861
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
48.0%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
<PAGE>
SCHEDULE 13D
CUSIP No. G722011109
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
4,207,861
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
4,207,861
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
4,207,861
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
48.0%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
<PAGE>
This Amendment No. 4 to Schedule 13D amends the
Schedule 13D initially filed on July 31, 1995 (collec-
tively, with all amendments thereto, the "Schedule 13D")
as follows:
Item 2. Identity and Background
Item 2 as reported on Schedule 13D is hereby amended
and restated in its entirety as follows:
(a) This statement is filed by: (i) Farallon
Capital Partners, L.P., a California limited partnership
("FCP"), with respect to the Shares held by it; (ii)
Farallon Capital Institutional Partners, L.P., a Califor-
nia 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)
Tinicum Partners, L.P., a New York limited partnership
("Tinicum"), with respect to the Shares held by it; (v)
Farallon Capital Management, L.L.C., a Delaware limited
liability company ("FCMLLC"), with respect to the Shares
held by Farallon Capital Offshore Investors, Inc., a
British Virgin Islands corporation ("Offshore") and
certain other accounts managed by FCMLLC (together with
Offshore, the "Managed Accounts"); (vi) Farallon Part-
ners, L.L.C., a Delaware limited liability company
("FPLLC") with respect to the Shares held by each of the
entities named in (i) through (iv) above; (vii) each of
David I. Cohen ("Cohen"), Joseph F. Downes ("Downes"),
Jason M. Fish ("Fish"), Andrew B. Fremder ("Fremder"),
William F. Mellin ("Mellin"), Stephen L. Millham ("Millh-
am"), Meridee A. Moore ("Moore") and Thomas F. Steyer
("Steyer"), with respect to the Shares held by each of
the entities named in (i) through (v) above; and (viii)
Fleur E. Fairman ("Fairman") with respect to the Shares
held by each of the entities named in (i) through (iv)
above.
PAGE
<PAGE>
The name, principal business, state of incorpora-
tion, executive officers, directors and controlling
persons of FCMLLC and FPLLC, are set forth on Annex 1
hereto. The ownership of the Shares reported hereby for
FCP, FCIP, FCIP II, Tinicum and the Managed Accounts are
owned directly by such entities. Each of Cohen, Downes,
Fish, Fremder, Mellin, Millham, Moore and Steyer may be
deemed, as managing members of FPLLC and FCMLLC, to be
the beneficial owners of all such Shares, each of FPLLC
and Fairman, as a managing member of FPLLC, may be deemed
to the beneficial owners of all such Shares other than
the Shares owned by the Managed Accounts, and FCMLLC may
be deemed to be the beneficial owner of all such Shares
owned by the Managed Accounts. Each of FCMLLC, FPLLC,
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 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 CITCO Building,
Wickhams Cay, P.O. Box 662, Road Town, Tortola, British
Virgin Islands.
(c) The principal business of each of the Partner-
ships and Offshore is that of a private investment fund
engaging in the purchase and sale of securities for its
own account. The principal business of FPLLC is to act
as General Partner of the Partnerships. The principal
business of FCMLLC is that of a registered investment
adviser.
(d) None of the Partnerships, FCMLLC, FPLLC or any
of the persons listed on Annex 1 hereto has, during the
last five years, been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
PAGE
<PAGE>
(e) None of the Partnerships, FCMLLC, FPLLC or any
of the persons listed on Annex 1 hereto has, during the
last five years, been party to a civil proceeding of a
judicial or administrative body of competent jurisdiction
and, as a result of such proceeding, was, or is subject
to, a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities
subject to, Federal or State securities laws or finding
any violation with respect to such laws.
Item 3. Source and Amount of Funds and Other Consider-
ation.
Item 3 as reported on the Schedule 13D is hereby
amended and restated in its entirety as follows:
The net investment cost (including commissions) is
$1,173,863 for the 55,603 Shares acquired by FCP since
the last amendment of the Schedule 13D, $1,360,175 for
the 64,800 Shares acquired by FCIP since the last
amendment of the Schedule 13D, $354,444 for the 16,600
Shares acquired by FCIP II since the last amendment of
the Schedule 13D, $178,006 for the 8,300 Shares acquired
by Tinicum since the last amendment of the Schedule 13D,
and $370,512 for the 17,700 Shares acquired by the
Managed Accounts since the last amendment of the Schedule
13D. The consideration was obtained from the working
capital of each respective entity (in the case of the
Partnerships), or the working capital of the Managed
Accounts.
338,633 of the Shares held by FCP and 65,618 of the
Shares held by Tinicum have been pledged pursuant to
credit agreements entered into between FCP and Tinicum
and Internationale Nederlanden (U.S.) Capital Corporation
("ING"). Because other securities are pledged pursuant
to the credit agreements, it is not possible to determine
the amounts, if any, of leverage used with respect to the
Shares purchased and sold.
PAGE
<PAGE>
Currently, the interest rate charged pursuant to the ING
credit agreements is LIBOR plus 2.25% per annum.
Item 5. Interest in Securities of the Issuer.
Item 5 as reported on the Schedule 13D is hereby
amended and restated in its entirety as follows:
A. Farallon Capital Partners, L.P.
(a), (b) The information set forth in Rows 7, 8, 9,
10, 11 and 13 of the cover page hereto for FCP is
incorporated herein by reference. The percentage amount
set forth in Row 13 of such cover page and of each other
cover page filed herewith is calculated based upon the
8,766,569 Shares reported in the Company's Form 10Q for
the period ended March 31, 1996 to be outstanding as of
April 3, 1996.
(c) The trading dates, number of Shares purchased
or sold and the price per Share for all transactions in
the Shares since the previous filing of Schedule 13D are
set forth on Schedule A hereto and are incorporated
herein by reference. All of such transactions were
open-market transactions.
(d) The General Partner has the power to direct the
affairs of FCP, including decisions regarding the
disposition of the proceeds from the sale of the Shares.
(e) Not applicable.
B. Farallon Capital Institutional Partners, L.P.
(a), (b) The information set forth in Rows 7, 8, 9,
10, 11 and 13 of the cover page hereto for FCIP is
incorporated herein by reference.
(c) The trading dates, number of Shares purchased
or sold and the price per Share for all transactions in
the Shares since the previous filing of Schedule 13D are
set forth on Schedule B hereto and are incorporated
herein by reference. All of such transactions were
open-market transactions.
(d) The General Partner has the power to direct the
affairs of FCIP, including decisions regarding the
disposition of the proceeds from the sale of the Shares.
PAGE
<PAGE>
(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 transactions in
the Shares since the previous filing of Schedule 13D are
set forth on Schedule C hereto and are incorporated
herein by reference. All of such transactions were
open-market transactions.
(d) The General Partner has the power to direct the
affairs of FCIP II, including decisions regarding the
disposition of the proceeds from the sale of the Shares.
(e) Not applicable.
D. 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 transactions in
the Shares since the previous filing of Schedule 13D are
set forth on Schedule D hereto and are incorporated
herein by reference. All of such transactions were
open-market transactions.
(d) The General Partner has the power to direct the
affairs of Tinicum, including decisions regarding the
disposition of the proceeds from the sale of the Shares.
(e) Not applicable.
E. Farallon Capital Management, L.L.C.
(a), (b) The information set forth in Rows 7, 8, 9,
10, 11 and 13 of the cover page hereto for FCMLLC is
incorporated herein by reference.
PAGE
<PAGE>
(c) The trading dates, number of Shares purchased
or sold and the price per Share for all purchases or
sales of the Shares by the Managed Accounts since the
previous filing of Schedule 13D are set forth on Schedule
E hereto and are incorporated herein by reference. All
of such transactions were open-market transactions.
(d) FCMLLC, as an investment adviser, has the power
to direct the disposition of the proceeds from the sale
of the Shares held by the Managed Accounts. Mr. Steyer
is the senior managing member of FCMLLC, and Messrs.
Cohen, Downes, Fish, Fremder, Millham, and Mellin and Ms.
Moore are managing members of FCMLLC.
(e) Not applicable.
F. Farallon Partners, L.L.C.
(a), (b) The information set forth in rows 7, 8, 9,
10, 11, and 13 of the cover page hereto for FPLLC is
incorporated herein by reference.
(c) None.
(d) FPLLC as General Partner has the power to
direct the affairs of the Partnerships, including the
disposition of the proceeds of the sale of the Shares.
Mr. Steyer is the senior managing member of FPLLC, and
Messrs. Cohen, Downes, Fish, Fremder, Mellin and Millham
and Mdmes. Fairman and Moore are managing members of
FPLLC.
(e) Not applicable.
G. David I. Cohen
(a), (b) The information set forth in Rows 7, 8, 9,
10, 11 and 13 of the cover page hereto for Cohen is
incorporated herein by reference.
(c) None.
(d) FPLLC as the General Partner has the power to
direct the affairs of the Partnerships, including the
disposition of the proceeds from the sale of the Shares.
FCMLLC, as an investment adviser, has the power to direct
the disposition of the proceeds from the sale of shares
held by the Managed Accounts. Mr. Cohen is a managing
member of FCMLLC and FPLLC.
(e) Not applicable.
PAGE
<PAGE>
H. Joseph F. Downes
(a), (b) The information set forth in Rows 7, 8, 9,
10, 11 and 13 of the cover page hereto for Downes is
incorporated herein by reference.
(c) None.
(d) FPLLC as the General Partner has the power to
direct the affairs of the Partnerships, including the
disposition of the proceeds from the sale of the Shares.
FCMLLC, as an investment adviser, has the power to direct
the disposition of the proceeds from the sale of shares
held by the Managed Accounts. Mr. Downes is a managing
member of FCMLLC and FPLLC.
(e) Not applicable.
I. Fleur E. Fairman
(a), (b) The information set forth in Rows 7, 8, 9,
10, 11 and 13 of the cover page hereto for Fairman is
incorporated herein by reference.
(c) None.
(d) FPLLC as the General Partner has the power to
direct the affairs of the Partnerships, including the
disposition of the proceeds from the sale of the Shares.
Ms. Fairman is a managing member of FPLLC.
(e) Not applicable.
J. Jason M. Fish
(a), (b) The information set forth in Rows 7, 8, 9,
10, 11 and 13 of the cover page hereto for Fish is
incorporated herein by reference.
(c) None.
(d) FPLLC as the General Partner has the power to
direct the affairs of the Partnerships, including the
disposition of the proceeds from the sale of the Shares.
FCMLLC, as an investment adviser, has the power to direct
the disposition of the proceeds from the sale of shares
held by the Managed Accounts. Mr. Fish is a managing
member of FCMLLC and FPLLC.
PAGE
<PAGE>
(e) Not applicable.
K. Andrew B. Fremder
(a), (b) The information set forth in Rows 7, 8, 9,
10, 11 and 13 of the cover page hereto for Fremder is
incorporated herein by reference.
(c) None.
(d) FPLLC as the General Partner has the power to
direct the affairs of the Partnerships, including the
disposition of the proceeds from the sale of the Shares.
FCMLLC, as an investment adviser, has the power to direct
the disposition of the proceeds from the sale of shares
held by the Managed Accounts. Mr. Fremder is a managing
member of FCMLLC and FPLLC.
(e) Not applicable.
L. William F. Mellin
(a), (b) The information set forth in Rows 7, 8, 9,
10, 11 and 13 of the cover page hereto for Mellin is
incorporated herein by reference.
(c) None.
(d) FPLLC as the General Partner has the power to
direct the affairs of the Partnerships, including the
disposition of the proceeds from the sale of the Shares.
FCMLLC, as an investment adviser, has the power to direct
the disposition of the proceeds from the sale of shares
held by the Managed Accounts. Mr. Mellin is a managing
member of FCMLLC and FPLLC.
(e) Not applicable.
M. 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.
PAGE
<PAGE>
(d) FPLLC as the General Partner has the power to
direct the affairs of the Partnerships, including the
disposition of the proceeds from the sale of the Shares.
FCMLLC, as an investment adviser, has the power to direct
the disposition of the proceeds from the sale of shares
held by the Managed Accounts. Mr. Millham is a managing
member of FCMLLC and FPLLC.
(e) Not applicable.
N. 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 the General Partner has the power to
direct the affairs of the Partnerships, including the
disposition of the proceeds from the sale of the Shares.
FCMLLC, as an investment adviser, has the power to direct
the disposition of the proceeds from the sale of shares
held by the Managed Accounts. Ms. Moore is a managing
member of FCMLLC and FPLLC.
(e) Not applicable.
O. Thomas F. Steyer
(a), (b) The information set forth in Rows 7, 8, 9,
10, 11 and 13 of the cover page hereto for Steyer is
incorporated herein by reference.
(c) None.
(d) FPLLC as the General Partner has the power to
direct the affairs of the Partnerships, including the
disposition of the proceeds from the sale of the Shares.
FCMLLC, as an investment adviser, has the power to
direct the disposition of the proceeds from the sale of
the Shares held by the Managed Accounts. Mr. Steyer is
the senior managing member of FCMLLC and FPLLC.
(e) Not applicable.
PAGE
<PAGE>
The ownership of the Shares reported hereby for FCP,
FCIP, FCIP II, Tinicum and the Managed Accounts are owned
directly by such entities. Each of Cohen, Downes,
Fremder, Fish, Mellin, Millham, Moore and Steyer may be
deemed, as managing members of FPLLC and FCMLLC, to be
the beneficial owners of all such Shares, each of FPLLC
and Fairman, as a managing member of FPLLC, may be deemed
to the beneficial owners of all such Shares other than
the Shares owned by the Managed Accounts, and FCMLLC may
be deemed to be the beneficial owner of all such Shares
owned by the Managed Accounts. Each of FCMLLC, FPLLC,
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: August 22, 1996
/s/ THOMAS F. STEYER
__________________________________
FARALLON PARTNERS, L.L.C., on its own
behalf and as General Partner of
FARALLON CAPITAL PARTNERS, L.P.,
FARALLON CAPITAL INSTITUTIONAL
PARTNERS, L.P., FARALLON CAPITAL
INSTITUTIONAL PARTNERS, II, L.P., and
TINICUM PARTNERS, L.P. by Thomas F.
Steyer, Senior Managing Member
/s/ THOMAS F. STEYER
___________________________________
FARALLON CAPITAL MANAGEMENT, L.L.C.
By Thomas F. Steyer,
Senior Managing Member
/s/ THOMAS F. STEYER
___________________________________
Thomas F. Steyer, individually and
as attorney-in-fact for each of
David I. Cohen, Joseph F. Downes,
Fleur E. Fairman, Jason M. Fish,
Andrew B. Fremder, William F.
Mellin, Stephen L. Millham, and
Meridee A. Moore.
<PAGE> <PAGE>
ANNEX 1
Set forth below, with respect to each managing
member of the General Partner of FCIP, FCIP II, FCP and
Tinicum, is the following: (a) name; (b) business
address; (c) principal occupation; and (d) citizenship.
The following is set forth below with respect to Farallon
Capital Management, L.L.C. and Farallon Partners, L.L.C.:
(a) name; (b) address; (c) principal business; (d) state
of organization; (e) controlling persons.
1. (a) Farallon Capital Management, L.L.C.
(b) c/o Farallon Capital Management, L.L.C.
One Maritime Plaza, Suite 1325
San Francisco, CA 94111
(c) Serves as investment adviser to various
managed accounts
(d) Delaware limited liability company
(e) Managing Members: Thomas F. Steyer, Senior
Managing Member, 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) 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, 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) 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
4. (a) Joseph F. Downes
(b) c/o Farallon Capital Management, L.L.C.
One Maritime Plaza, Suite 1325
San Francisco, CA 94111
(c) Managing Member of Farallon Partners,
L.L.C.; Managing Member of Farallon
Capital Management, L.L.C.
(d) United States Citizen
PAGE
<PAGE>
5. (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
6. (a) Jason M. Fish
(b) c/o Farallon Capital Management, L.L.C.
One Maritime Plaza, Suite 1325
San Francisco, CA 94111
(c) Managing Member of Farallon Partners,
L.L.C.; Managing Member of Farallon
Capital Management, L.L.C.
(d) United States Citizen
7. (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
8. (a) William F. Mellin
(b) c/o Farallon Capital Management, L.L.C.
One Maritime Plaza, Suite 1325
San Francisco, CA 94111
(c) Managing Member of Farallon Partners,
L.L.C.; Managing Member of Farallon
Capital Management, L.L.C.
(d) United States Citizen
9. (a) Stephen L. Millham
(b) c/o Farallon Capital Management, L.L.C.
One Maritime Plaza, Suite 1325
San Francisco, CA 94111
(c) Managing Member of Farallon Partners,
L.L.C.; Managing Member of Farallon
Capital Management, L.L.C.
(d) United States Citizen
10. (a) Meridee A. Moore
(b) c/o Farallon Capital Management, L.L.C.
One Maritime Plaza, Suite 1325
San Francisco, CA 94111
(c) Managing Member of Farallon Partners,
L.L.C.; Managing Member of Farallon
Capital Management, L.L.C.
(d) United States Citizen
PAGE
<PAGE>
11. (a) Thomas F. Steyer
(b) c/o Farallon Capital Management, L.L.C.
One Maritime Plaza, Suite 1325
San Francisco, CA 94111
(c) Senior Managing Member of Farallon
Partners, L.L.C.; Senior Managing Member
of Farallon Capital Management, L.L.C.
(d) United States Citizen
PAGE
<PAGE>
SCHEDULE A
FARALLON CAPITAL PARTNERS, L.P.
NO. OF SHARES PRICE
TRADE DATE PURCHASED PER SHARE
(including
commission)
05/02/96 2,832 $36.00
08/12/96 52,771 $20.31
PAGE
<PAGE>
SCHEDULE B
FARALLON CAPITAL INSTITUTIONAL PARTNERS, L.P.
NO. OF SHARES PRICE
TRADE DATE PURCHASED PER SHARE
(including
commission)
05/02/96 2,800 $36.00
08/12/96 62,000 $20.31
<PAGE>
<PAGE>
SCHEDULE C
FARALLON CAPITAL INSTITUTIONAL PARTNERS II, L.P.
NO. OF SHARES PRICE
TRADE DATE PURCHASED PER SHARE
(including
commission)
05/02/96 1,100 $36.00
08/12/96 15,500 $20.31
PAGE
<PAGE>
SCHEDULE D
TINICUM PARTNERS, L.P.
NO. OF SHARES PRICE
TRADE DATE PURCHASED PER SHARE
(including
commission)
05/02/96 600 $36.00
08/12/96 7,700 $20.31
<PAGE>
<PAGE>
SCHEDULE E
FARALLON CAPITAL MANAGEMENT, L.L.C.
NO. OF SHARES PRICE
PURCHASED ("P") OR PER SHARE
TRADE DATE TRANSFERRED ("T") (including
commission)
05/02/96 200P $36.00
08/01/96 60,058T<1> $23.50
08/12/96 9,300P $20.31
05/02/96 200P $36.00
08/12/96 1,500P $20.31
05/02/96 200P $36.00
08/12/96 6,200P $20.31
05/02/96 100P $36.00
08/01/96 60,058T<1> $23.50
<1> On August 1, 1996, one of the Managed Accounts
transferred 100% of its then current holdings to another
one of the Managed Accounts (Farallon Capital Offshore
Investors, Inc.). The filing entities do not consider
this transaction to be either a purchase or sale of
Shares.
<PAGE>
