UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
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 30, 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 .
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>
<PAGE>
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
1,397,138
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
1,397,138
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
1,397,138
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
15.9%
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
1,610,730
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
1,610,730
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
1,610,730
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
18.4%
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
607,980
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
607,980
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
607,980
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
<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, 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
241,671
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
241,671
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
241,671
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
2.8%
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
695,861
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
695,861
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
695,861
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
7.9%
14 Type of Reporting Person*
IA, 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
3,857,519
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
3,857,519
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
3,857,519
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
44.0%
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
4,553,380
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
4,553,380
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
4,553,380
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
51.9%
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
4,553,380
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
4,553,380
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
4,553,380
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
51.9%
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
4,553,380
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
4,553,380
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
4,553,380
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
51.9%
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
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
3,857,519
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
3,857,519
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
3,857,519
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
44.0%
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
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
4,553,380
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
4,553,380
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
4,553,380
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
51.9%
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
4,553,380
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
4,553,380
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
4,553,380
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
51.9%
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
4,553,380
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
4,553,380
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
4,553,380
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
51.9%
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
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
4,553,380
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
4,553,380
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
4,553,380
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
51.9%
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
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
4,553,380
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
4,553,380
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
4,553,380
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
51.9%
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
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
4,553,380
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
4,553,380
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
4,553,380
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
51.9%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
<PAGE>
This Amendment No. 6 to Schedule 13D amends the
Schedule 13D initially filed on July 31, 1995 (collec-
tively, with all amendments thereto, the "Schedule 13D").
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" and, together with FCP, FCIP, and FCIP II, the
"Partnerships"), 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, FCIP II, Tinicum, FCMLLC, FPLLC, Boilini, Cohen,
Downes, Fairman, Fish, Fremder, Millham, Mellin, Moore
and Steyer shall collectively be referred to hereafter as
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, 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.
(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 investments for its
own account. The principal business of FPLLC is to act
as general partner (the "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 Schedule 13D is hereby amended
and supplemented by the following:
The net investment cost (including commissions) is
$494,375 for the 24,800 Shares acquired by FCP since
the filing of the last Schedule 13D, $612,344 for the
30,715 Shares acquired by FCIP since the filing of the
last Schedule 13D, $49,875 for the 2,500 Shares acquired
by FCIP II since the filing of the last Schedule 13D,
$179,375 for the 9,000 Shares acquired by Tinicum since
the filing of the last Schedule 13D, and $420,625 for the
21,100 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 the working capital of such Partnership or Managed
Account, as applicable; and (ii) with respect to FCP and Tinicum,
from working capital and/or from borrowings pursuant to separate
revolving credit agreements (the "Credit Agreements") entered into
by each of FCP and Tinicum with ING (U.S.) Capital Corporation
("ING").
The interest rates charged pursuant to the Credit
Agreements are the ING Base Rate plus 1.5% and/or the
LIBO Rate 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 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 outstanding as of November 2, 1996, as
reported in the Company's Form 10Q for the period ended
September 30, 1996.
(c) The trading dates, number of Shares purchased
or sold and the price per Share for all purchases and
sales of the Shares since the filing of the last Schedule
13D are set forth on Schedule A hereto and are
incorporated herein by reference. All of such
transactions were open-market transactions.
(d) FPLLC as General Partner has the power to
direct the affairs of FCP, including the disposition of
the proceeds from 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) The trading dates, number of Shares purchased
or sold and the price per Share for all purchases and
sales of the Shares since the filing of the last Schedule
13D are set forth on Schedule B hereto and are
incorporated herein by reference. All of such
transactions were open-market transactions.
(d) FPLLC as General Partner has the power to
direct the affairs of FCIP, including the disposition of
the proceeds from the sale of the Shares. Steyer is the
senior managing member of FPLLC and Boilini, Cohen,
Downes, Fairman, Fish, Fremder, Millham, Mellin and
Moore are managing members of FPLLC.
(e) Not applicable.
C. Farallon Capital Institutional Partners II,
L.P.
(a), (b) The information set forth in Rows 7, 8, 9,
10, 11 and 13 of the cover page hereto for FCIP II is
incorporated herein by reference.
(c) The trading dates, number of Shares purchased
or sold and the price per Share for all purchases and
sales of the Shares since the filing of the last Schedule
13D are set forth on Schedule C hereto and are
incorporated herein by reference. All of such
transactions were open-market transactions.
(d) FPLLC as General Partner has the power to
direct the affairs of FCIP II, including the disposition
of the proceeds from 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. Tinicum Partners, L.P.
(a), (b) The information set forth in Rows 7, 8, 9,
10, 11 and 13 of the cover page hereto for Tinicum is
incorporated herein by reference.
(c) The trading dates, number of Shares purchased
or sold and the price per Share for all purchases and
sales of the Shares since the filing of the last Schedule
13D are set forth on Schedule D hereto and are
incorporated herein by reference. All of such
transactions were open-market transactions.
(d) FPLLC as General Partner has the power to
direct the affairs of Tinicum, including the disposition
of the proceeds from 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. Farallon Capital Management, L.L.C.
(a), (b) The information set forth in Rows 7, 8, 9,
10, 11 and 13 of the cover page hereto for FCMLLC is
incorporated herein by reference.
(c) The trading dates, number of Shares purchased
or sold and the price per Share for all purchases and
sales of the Shares by the Managed Accounts since the
filing of the last 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. Steyer is
the senior managing member of FCMLLC and Boilini, Cohen,
Downes, Fish, Fremder, Mellin, Millham and 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.
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.
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 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. 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 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. 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.
(c) None.
(d) FPLLC as 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. 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 General Partner has the power to
direct the affairs of the Partnerships, including the
disposition of the proceeds from the sale of the Shares.
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 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. Fish is a managing member
of FCMLLC and FPLLC.
(e) Not applicable.
L. 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 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. 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 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. 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 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. Millham is a managing
member of FCMLLC and FPLLC.
(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 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. 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 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. 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 and 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: January 7sched, 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.,
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 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, 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
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
(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>
SCHEDULE A
FARALLON CAPITAL PARTNERS, L.P.
NO. OF SHARES PRICE
TRADE DATE PURCHASED PER SHARE
(including
commission)
12/27/96 6,500 $19.75
12/30/96 18,300 $20.00
PAGE
<PAGE>
SCHEDULE B
FARALLON CAPITAL INSTITUTIONAL PARTNERS, L.P.
NO. OF SHARES PRICE
TRADE DATE PURCHASED PER SHARE
(including
commission)
12/27/96 7,822 $19.75
12/30/96 22,893 $20.00
<PAGE>
<PAGE>
SCHEDULE C
FARALLON CAPITAL INSTITUTIONAL PARTNERS II, L.P.
NO. OF SHARES PRICE
TRADE DATE PURCHASED PER SHARE
(including
commission)
12/27/96 500 $19.75
12/30/96 2,000 $20.00
PAGE
<PAGE>
SCHEDULE D
TINICUM PARTNERS, L.P.
NO. OF SHARES PRICE
TRADE DATE PURCHASED PER SHARE
(including
commission)
12/27/96 2,500 $19.75
12/30/96 6,500 $20.00
<PAGE>
<PAGE>
SCHEDULE E
FARALLON CAPITAL MANAGEMENT, L.L.C.
PRICE
NO. OF SHARES PER SHARE
TRADE DATE PURCHASED (including
commission)
12/27/96 3,500 $19.75
12/30/96 10,400 $20.00
12/27/96 500 $19.75
12/30/96 1,300 $20.00
12/27/96 1,500 $19.75
12/30/96 3,900 $20.00
<PAGE>
