UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
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)
December 13, 1996
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the
subject of this Schedule 13D, and is filing this schedule
because of Rule 13d-1(b)(3) or (4), check the following
box .
Check the following box if a fee is being paid with the
statement. (A fee is not required only if the reporting
person: (1) has a previous statement on file reporting
beneficial ownership of more than five percent of the
class of securities described in Item 1; and (2) has
filed no amendment subsequent thereto reporting benefi-
cial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all
exhibits, should be filed with the Commission. See Rule
13d-1(a) for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out
for a reporting person's initial filing on this form with
respect to the subject class of securities, and for any
subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover
page shall not be deemed to be "filed" for the purpose of
Section 18 of the Securities Exchange Act of 1934 ("Act")
or otherwise subject to the liabilities of that section
of that Act but shall be subject to all other provisions
of the Act (however, see the Notes).
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SCHEDULE 13D
CUSIP No. 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, 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
1,372,338
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
1,372,338
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
1,372,338
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
15.7%
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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 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
1,580,015
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
1,580,015
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
1,580,015
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
18.0%
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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 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
605,480
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
605,480
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
605,480
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
6.9%
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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
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
232,671
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
232,671
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
232,671
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
2.7%
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
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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 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
674,761
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
674,761
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
674,761
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
7.7%
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
3,790,504
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
3,790,504
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
3,790,504
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
43.2%
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
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
4,465,265
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
4,465,265
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
4,465,265
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
50.9%
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
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
4,465,265
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
4,465,265
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
4,465,265
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
50.9%
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, 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
4,465,265
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
4,465,265
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
4,465,265
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
50.9%
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
3,790,504
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
3,790,504
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
3,790,504
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
43.2%
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, 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
4,465,265
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
4,465,265
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
4,465,265
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
50.9%
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, 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
4,465,265
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
4,465,265
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
4,465,265
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
50.9%
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, 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
4,465,265
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
4,465,265
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
4,465,265
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
50.9%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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<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, 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
4,465,265
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
4,465,265
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
4,465,265
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
50.9%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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
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
4,465,265
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
4,465,265
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
4,465,265
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
50.9%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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
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
4,465,265
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
4,465,265
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
4,465,265
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
50.9%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
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This Amendment No. 5 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
Enrique H. Boilini ("Boilini"), David I. Cohen ("Cohen"),
Joseph F. Downes ("Downes"), Jason M. Fish ("Fish"),
Andrew B. Fremder ("Fremder"), William F. Mellin
("Mellin"), Stephen L. Millham ("Millham"), Meridee A.
Moore ("Moore") and Thomas F. Steyer ("Steyer"), with
respect to the 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. (FCP,
FCIP,
PAGE
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FCIP II, Tinicum, FCMLLC, FPLLC, Boilini, Cohen,
Downes, Fairman, Fish, Fremder, Mellin, Millham, Moore
and Steyer shall collectively be referred to hereafter as
the "Filing Persons".)
As of the October 1, 1996, Enrique H. Boilini
became a managing member and FPLLC and FCMLLC.
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 Boilini, Cohen,
Downes, Fish, Fremder, Mellin, Millham, Moore and Steyer
may be deemed, as managing members of FPLLC and FCMLLC,
to be the beneficial owners of all such Shares, each of
FPLLC and Fairman, as a managing member of FPLLC, may be
deemed to be 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, 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 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
PAGE
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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,
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 proceed-
ing, 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 supplemented by the following:
The net investment cost (including commissions) is
$1,009,820 for the 50,300 Shares acquired by FCP since
the filing of the last Schedule 13D, $1,169,262 for the
58,300 Shares acquired by FCIP since the filing of the
last Schedule 13D, $445,237 for the 22,200 Shares
acquired by FCIP II since the filing of the last Schedule
13D, $262,902 for the 13,100 Shares acquired by Tinicum
since the filing of the last Schedule 13D, and $2,265,054
for the 113,504 Shares acquired by the Managed Accounts
since the filing of the last Schedule 13D.
The consideration for such acquisitions was obtained
as follows: (i) with respect to FCIP, FCIP II and the
Managed Accounts, from working capital; and (ii) with
respect to FCP and Tinicum, from working capital and/or
from borrowings pursuant to separate
PAGE
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revolving credit agreements (the "Credit Agreements")
entered into by each of FCP and Tinicum with ING (U.S.)
Capital Corporation ("ING").
The interest rates charged pursuant to the Credit
Agreements are the ING Base Rate plus 1.5% and/or LIBO
plus a spread ranging from 1.875% - 2.25% depending upon
the amount of borrowings currently outstanding under the
relevant Credit Agreement. Some or all of the Shares
held by FCP and Tinicum have been pledged pursuant to the
Credit Agreements.
It is not possible to determine the exact amount of
borrowings (if any) used to acquire the Shares.
Item 5. Interest in Securities of the Issuer.
Item 5 as reported on 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 September 30, 1996 to be outstanding as
of November 2, 1996.
(c) The trading dates, number of Shares purchased
or sold and the price per Share for all transactions in
the Shares for all transactions in the Shares in the last
60 days are set forth on Schedule A hereto and are
incorporated herein by reference. All of such transac-
tions were open-market transactions.
(d) FPLLC as 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. Mr. Steyer is the senior managing member of
FPLLC and Messrs. Boilini, Cohen, Downes, Fish, Fremder,
Mellin and Millham and Mdmes. Fairman and Moore are
managing members of FPLLC.
(e) Not applicable.
PAGE
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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 in the last 60 days are set forth on Schedule
B hereto and are incorporated herein by reference. All
of such transactions were open-market transactions.
(d) FPLLC as the General Partner has the power to
direct the affairs of FCIP, including decisions regarding
the disposition of the proceeds from the sale of the
Shares. Mr. Steyer is the senior managing member of
FPLLC and Messrs. Boilini, Cohen, Downes, Fish, Fremder,
Millham and Mellin and Mdmes. Fairman and Moore are
managing members of FPLLC.
(e) Not applicable.
C. Farallon Capital Institutional Partners II, L.P.
(a), (b) The information set forth in Rows 7, 8, 9,
10, 11 and 13 of the cover page hereto for FCIP II is
incorporated herein by reference.
(c) The trading dates, number of Shares purchased
or sold and the price per Share for all transactions in
the Shares in the last 60 days are set forth on Schedule
C hereto and are incorporated herein by reference. All
of such transactions were open-market transactions.
(d) FPLLC as the General Partner has the power to
direct the affairs of FCIP II, including decisions
regarding the disposition of the proceeds from the sale
of the Shares. Mr. Steyer is the senior managing member
of FPLLC and Messrs. Boilini, Cohen, Downes, Fish,
Fremder, Mellin and Millham and Mdmes. Fairman and Moore
are managing members of FPLLC.
(e) Not applicable.
D. Tinicum Partners, L.P.
(a), (b) The information set forth in Rows 7, 8, 9,
10, 11 and 13 of the cover page hereto for Tinicum is
incorporated herein by reference.
PAGE
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(c) The trading dates, number of Shares purchased
or sold and the price per Share for all transactions in
the Shares in the last 60 days are set forth on Schedule
D hereto and are incorporated herein by reference. All
of such transactions were open-market transactions.
(d) FPLLC as the General Partner has the power to
direct the affairs of Tinicum, including decisions
regarding the disposition of the proceeds from the sale
of the Shares. Mr. Steyer is the senior managing member
of FPLLC and Messrs. Boilini, Cohen, Downes, Fish,
Fremder, Mellin and Millham and Mdmes. Fairman and Moore
are managing members of FPLLC.
(e) Not applicable.
E. Farallon Capital Management, L.L.C.
(a), (b) The information set forth in Rows 7, 8, 9,
10, 11 and 13 of the cover page hereto for FCMLLC is
incorporated herein by reference.
(c) The trading dates, number of Shares purchased
or sold and the price per Share for all purchases or
sales of the Shares by the Managed Accounts in the last
60 days are set forth on Schedule E hereto and are
incorporated herein by reference. All of such transac-
tions were open-market transactions.
(d) FCMLLC, as an investment adviser, has the power
to direct the disposition of the proceeds from the sale
of the Shares held by the Managed Accounts. Mr. Steyer
is the senior managing member of FCMLLC, and Messrs.
Boilini, Cohen, Downes, Fish, Fremder, Mellin and
Millham 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. Boilini, Cohen, Downes, Fish, Fremder,
PAGE
<PAGE>
Mellin and Millham and Mdmes. Fairman and Moore are
managing members of FPLLC.
(e) Not applicable.
G. Enrique H. Boilini
(a), (b) The information set forth in Rows 7, 8, 9,
10, 11 and 13 of the cover page hereto for Boilini is
incorporated herein by reference.
(c) None.
(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. Boilini is a managing
member of FCMLLC and FPLLC.
(e) Not applicable.
H. David I. Cohen
(a), (b) The information set forth in Rows 7, 8, 9,
10, 11 and 13 of the cover page hereto for Cohen is
incorporated herein by reference.
(c) None.
(d) FPLLC as the General Partner has the power to
direct the affairs of the Partnerships, 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.
I. Joseph F. Downes
(a), (b) The information set forth in Rows 7, 8, 9,
10, 11 and 13 of the cover page hereto for Downes is
incorporated herein by reference.
PAGE
<PAGE>
(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.
J. Fleur E. Fairman
(a), (b) The information set forth in Rows 7, 8, 9,
10, 11 and 13 of the cover page hereto for Fairman is
incorporated herein by reference.
(c) None.
(d) FPLLC as the General Partner has the power to
direct the affairs of the Partnerships, including the
disposition of the proceeds from the sale of the Shares.
Ms. Fairman is a managing member of FPLLC.
(e) Not applicable.
K. Jason M. Fish
(a), (b) The information set forth in Rows 7, 8, 9,
10, 11 and 13 of the cover page hereto for Fish is
incorporated herein by reference.
(c) None.
(d) FPLLC as the General Partner has the power to
direct the affairs of the Partnerships, 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.
(e) Not applicable.
L. Andrew B. Fremder
PAGE
<PAGE>
(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.
M. William F. Mellin
(a), (b) The information set forth in Rows 7, 8, 9,
10, 11 and 13 of the cover page hereto for Mellin is
incorporated herein by reference.
(c) None.
(d) FPLLC as the General Partner has the power to
direct the affairs of the Partnerships, 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.
N. Stephen L. Millham
(a), (b) The information set forth in Rows 7, 8, 9,
10, 11 and 13 of the cover page hereto for Millham is
incorporated herein by reference.
(c) None.
(d) FPLLC as the General Partner has the power to
direct the affairs of the Partnerships, 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.
PAGE
<PAGE>
(e) Not applicable.
O. Meridee A. Moore
(a), (b) The information set forth in Rows 7, 8, 9,
10, 11 and 13 of the cover page hereto for Moore is
incorporated herein by reference.
(c) None.
(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.
P. Thomas F. Steyer
(a), (b) The information set forth in Rows 7, 8, 9,
10, 11 and 13 of the cover page hereto for Steyer is
incorporated herein by reference.
(c) None.
(d) FPLLC as the General Partner has the power to
direct the affairs of the Partnerships, 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.
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 Boilini, Cohen,
Downes, Fremder, Fish, Mellin, Millham, Moore and Steyer
may be deemed, as managing members of FPLLC and FCMLLC,
to be the beneficial owners of all such Shares, each of
FPLLC and Fairman, as a managing member of FPLLC, may be
deemed to be 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, Boilini, Cohen, Downes, Fairman, Fish,
Fremder, Mellin, Millham, Moore and Steyer hereby
disclaim any beneficial ownership of any such Shares.
PAGE
<PAGE>
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the Issuer.
Item 6 as reported on Schedule 13D is hereby amended
and supplemented by the following:
Some or all of the Shares held by FCP and Tinicum
have been pledged pursuant to the Credit Agreements, as
disclosed in Item 3.
Item 7. Materials to be Filed as Exhibits.
There is filed herewith as Exhibit 1 a written
agreement relating to the filing of joint acquisition
statements as required by Rule 13d-1(f)(1) under the
Securities Exchange Act of 1934, as amended.
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: December 23, 1996
/s/ THOMAS F. STEYER
__________________________________
FARALLON PARTNERS, L.L.C., on its own
behalf and as General Partner of
FARALLON CAPITAL PARTNERS, L.P.,
FARALLON CAPITAL INSTITUTIONAL
PARTNERS, L.P., FARALLON CAPITAL
INSTITUTIONAL PARTNERS II, L.P., and
TINICUM PARTNERS, L.P. by Thomas F.
Steyer, Senior Managing Member
/s/ THOMAS F. STEYER
___________________________________
FARALLON CAPITAL MANAGEMENT, L.L.C.
By Thomas F. Steyer,
Senior Managing Member
/s/ THOMAS F. STEYER
___________________________________
Thomas F. Steyer, individually and
as attorney-in-fact for each of
Enrique H. Boilini, David I. Cohen,
Joseph F. Downes, Fleur E. Fairman
Jason M. Fish, Andrew B. Fremder,
William F. Mellin, Stephen L.
Millham, and Meridee A. Moore.
<PAGE> <PAGE>
ANNEX 1
Set forth below with respect to Farallon
Capital Management, L.L.C. and Farallon Partners, L.L.C.
is the following: (a) name; (b) address; (c) principal
business; (d) state of organization; and (e) controlling
persons. 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.
1. (a) Farallon Capital Management, L.L.C.
(b) One Maritime Plaza, Suite 1325
San Francisco, CA 94111
(c) Serves as investment adviser to various
managed accounts
(d) Delaware limited liability company
(e) Managing Members: Thomas F. Steyer, Senior
Managing Member, Enrique H. Boilini,
David I. Cohen, Joseph H. Downes, Jason M.
Fish, Andrew B. Fremder, William F.
Mellin, Stephen L. Millham and
Meridee A. Moore, Managing Members.
2. (a) Farallon Partners, L.L.C.
(b) c/o Farallon Capital Management, L.L.C.
One Maritime Plaza, Suite 1325
San Francisco, CA 94111
(c) Serves as general partner to investment
partnerships
(d) Delaware limited liability company
(e) Managing Members: Thomas F. Steyer,
Senior Managing Member, Enrique H.
Boilini, David I. Cohen, Joseph H. Downes,
Fleur E. Fairman, Jason M. Fish,
Andrew B. Fremder, William F. Mellin,
Stephen L. Millham and
Meridee A. Moore, Managing Members.
3. (a) Enrique H. Boilini
(b) c/o Farallon Capital Management, L.L.C.
75 Holly Hill Lane
Greenwich, CT 06830
(c) Managing Member of Farallon Partners,
L.L.C.; Managing Member of Farallon
Capital Management, L.L.C.
(d) Argentinean Citizen
4. (a) David I. Cohen
(b) c/o Farallon Capital Management, L.L.C.
One Maritime Plaza, Suite 1325
San Francisco, CA 94111
(c) Managing Member of Farallon Partners,
L.L.C.; Managing Member of Farallon
Capital Management, L.L.C.
(d) South African Citizen
PAGE
<PAGE>
5. (a) Joseph F. Downes
(b) c/o Farallon Capital Management, L.L.C.
One Maritime Plaza, Suite 1325
San Francisco, CA 94111
(c) Managing Member of Farallon Partners,
L.L.C.; Managing Member of Farallon
Capital Management, L.L.C.
(d) United States Citizen
6. (a) Fleur E. Fairman
(b) 993 Park Avenue
New York, New York 10028
(c) Managing Member of Farallon Partners,
L.L.C.
(d) United States Citizen
7. (a) Jason M. Fish
(b) c/o Farallon Capital Management, L.L.C.
One Maritime Plaza, Suite 1325
San Francisco, CA 94111
(c) Managing Member of Farallon Partners,
L.L.C.; Managing Member of Farallon
Capital Management, L.L.C.
(d) United States Citizen
8. (a) Andrew B. Fremder
(b) c/o Farallon Capital Management, L.L.C.
One Maritime Plaza, Suite 1325
San Francisco, CA 94111
(c) Managing Member of Farallon Partners,
L.L.C.; Managing Member of Farallon
Capital Management, L.L.C.
(d) United States Citizen
9. (a) William F. Mellin
(b) c/o Farallon Capital Management, L.L.C.
One Maritime Plaza, Suite 1325
San Francisco, CA 94111
(c) Managing Member of Farallon Partners,
L.L.C.; Managing Member of Farallon
Capital Management, L.L.C.
(d) United States Citizen
10. (a) Stephen L. Millham
(b) c/o Farallon Capital Management, L.L.C.
One Maritime Plaza, Suite 1325
San Francisco, CA 94111
(c) Managing Member of Farallon Partners,
L.L.C.; Managing Member of Farallon
Capital Management, L.L.C.
(d) United States Citizen
11. (a) Meridee A. Moore
PAGE
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(b) c/o Farallon Capital Management, L.L.C.
One Maritime Plaza, Suite 1325
San Francisco, CA 94111
(c) Managing Member of Farallon Partners,
L.L.C.; Managing Member of Farallon
Capital Management, L.L.C.
(d) United States Citizen
12. (a) Thomas F. Steyer
(b) c/o Farallon Capital Management, L.L.C.
One Maritime Plaza, Suite 1325
San Francisco, CA 94111
(c) Senior Managing Member of Farallon
Partners, L.L.C.; Senior Managing Member
of Farallon Capital Management, L.L.C.
(d) United States Citizen
PAGE
<PAGE>
JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13D-(f)(1)
The undersigned acknowledge and agree that the
foregoing statement on Schedule 13D is filed on behalf of
each of the undersigned and that all subsequent amend-
ments to this statement on Schedule 13D shall be filed on
behalf of each of the undersigned without the necessity
of filing additional joint acquisition statements. The
undersigned acknowledge that each shall be responsible
for the timely filing of such amendments, and for the
completeness and accuracy of the information concerning
him or it contained therein, but shall not be responsible
for the completeness and accuracy of the information
concerning the other, except to the extent that he or it
knows or has reason to believe that such information is
inaccurate.
Dated: December 23, 1996
__________________________________
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
__________________________________
FARALLON CAPITAL MANAGEMENT, L.L.C.
By Thomas F. Steyer,
Senior Managing Member
__________________________________
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
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SCHEDULE A
FARALLON CAPITAL PARTNERS, L.P.
NO. OF SHARES PRICE
TRADE DATE PURCHASED PER SHARE
(including
commission)
12/13/96 43,500 $20.00
PAGE
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SCHEDULE B
FARALLON CAPITAL INSTITUTIONAL PARTNERS, L.P.
NO. OF SHARES PRICE
TRADE DATE PURCHASED PER SHARE
(including
commission)
12/13/96 52,500 $20.00
<PAGE>
<PAGE>
SCHEDULE C
FARALLON CAPITAL INSTITUTIONAL PARTNERS II, L.P.
NO. OF SHARES PRICE
TRADE DATE PURCHASED PER SHARE
(including
commission)
12/13/96 20,000 $20.00
PAGE
<PAGE>
SCHEDULE D
TINICUM PARTNERS, L.P.
NO. OF SHARES PRICE
TRADE DATE PURCHASED PER SHARE
(including
commission)
12/13/96 11,500 $20.00
<PAGE>
<PAGE>
SCHEDULE E
FARALLON CAPITAL MANAGEMENT, L.L.C.
PRICE
NO. OF SHARES PER SHARE
TRADE DATE PURCHASED (including
commission)
11/07/96 5,000 $19.53
12/13/96 62,604 $20.00
12/13/96 2,300 $20.00
11/07/96 10,000 $19.53
12/13/96 30,000 $20.00
<PAGE>
