UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
Presidio Capital Corp. (PDIOF)
(Name of Issuer)
Class A Common Shares, $.01 par value
(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 Authorized
to Receive Notices and Communications)
May 22, 1997
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the
subject of this Schedule 13D, and is filing this schedule
because of Rule 13d-1(b)(3) or (4), check the following
box .
Note: Six copies of this statement, including all
exhibits, should be filed with the Commission. See Rule
13d-1(a) for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out
for a reporting person's initial filing on this form with
respect to the subject class of securities, and for any
subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover
page shall not be deemed to be "filed" for the purpose of
Section 18 of the Securities Exchange Act of 1934 ("Act")
or otherwise subject to the liabilities of that section
of that Act but shall be subject to all other provisions
of the Act (however, see the Notes).
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SCHEDULE 13D
CUSIP No. 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
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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
1,610,730
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)
18.3%
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
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
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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
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)
2.7%
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
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
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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 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)
43.8%
14 Type of Reporting Person*
00
*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
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)
51.8%
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)
51.8%
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)
51.8%
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
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)
43.8%
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)
51.8%
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
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)
51.8%
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
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)
51.8%
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
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)
51.8%
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
4,553,380
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)
51.8%
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
4,553,380
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)
51.8%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
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This Amendment No. 8 to Schedule 13D amends the
Schedule 13D initially filed on August 1, 1995 (collec-
tively, with all amendments thereto, the "Schedule 13D").
Item 4. Purpose of the Transaction.
Item 4 of the Schedule 13D is being amended and
restated in its entirety as follows:
As reported in its previous Schedule 13D, the
purpose of the acquisition of the Shares has been for
investment, and acquisitions of the Shares by each of the
Partnerships and the Managed Accounts have been
made in the ordinary course of business and were not
made for the purpose of acquiring control of the
Company. None of the Reporting Persons has made any
acquisition of Shares since the filing of Amendment No. 6
to the Schedule 13D.
Although no Reporting Person has any specific
plan or proposal to acquire or dispose of Shares, consistent
with its investment purpose, each Reporting Person at any
time and from time to time may acquire additional Shares
or dispose of any or all of its Shares depending upon an
ongoing evaluation of the investment in the Shares, prevailing
market conditions, other investment opportunities , liquidity
requirements of the Reporting Person and/or other investment
considerations. No Reporting Person has made a determination
regarding a maximum or minimum number of Shares which it
may hold at any point in time.
If the Reporting Persons acquire additional Shares so that
the Reporting Persons' aggregate Share ownership is equal
to or greater than 58% of the then outstanding Shares, the
Reporting Persons will acquire certain rights associated
with such Share ownership, including the right to elect
members of the Board of Directors, and may therefore
be deemed to have "control" of the Company as that
term is defined in Rule 12b-2 promulgated under the
Securities Exchange Act of 1934, as amended.
As reported in the Company's Form 10-K for the year
ended December 31, 1996 (the "Form 10-K"), "the Company's
primary objective is to liquidate its assets in the shortest time
period possible while realizing the maximum values for such
assets." As further reported in the Form 10-K, the rights
offering by T-2 Holding, LLC ("T-2") has not yet been
initiated and might not occur until the second
PAGE
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or third quarter of 1997 and the current
Management Agreements expire in November
of 1997. The Reporting Persons plan to
initiate communications with certain shareholders,
members of the board of directors, and/or
management to explore and facilitate resolution
of all issues concerning the operations, potential
restructuring and/or completion of the liquidation
of the Company and T-2 and initiation and
consummation of the T-2 rights offering. If, in the
course of such communications, other issues are
raised, the Reporting Persons may attempt to
facilitate resolution of such other issues as well.
Except to the extent the foregoing may be deemed to
constitute a plan or proposal, the Reporting Persons
currently have no plans or proposals which relate to, or
could result in, any of the matters referred to in paragraphs
(a) through (j), inclusive, of the instructions to Item 4 of
Schedule 13D. As a result of these discussions, however, the
Reporting Persons may develop a plan or proposal or may
discuss and/or endorse plans or proposals raised by the board,
management or other shareholders. In addition, the Reporting
Persons may, at any time and from time to time, review or
reconsider or change their purpose and/or their position and
formulate plans or proposals with respect thereto.
Item 5. Interest in Securities of the Issuer.
Item 5 of Schedule 13D is 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
8,797,255 shares outstanding as of May 2, 1997
reported by the Company in its Form 10-Q for the
period March 31, 1997.
(c) There have been no transactions in the Shares
since the filing of the prior Schedule 13D.
(d) FPLLC as General Partner has the power to direct
the affairs of FCP, including the disposition of the
proceeds of the sale of the Shares. Steyer
is the senior managing member of FPLLC, and
Boilini, Cohen, Downes,
PAGE
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Fairman, Fish, Fremder, Mellin, Millham and
Moore are managing members of FPLLC.
(e) Not applicable.
B. Farallon Capital Institutional Partners, L.P.
(a), (b) The information set forth in Rows 7, 8, 9,
10, 11 and 13 of the cover page hereto for FCIP is
incorporated herein by reference.
(c) There have been no transactions in the Shares
since the filing of the prior Schedule 13D.
(d) FPLLC as General Partner has the power to
direct the affairs of FCIP, including the disposition of
the proceeds of the sale of the Shares. Steyer is the
senior managing member of FPLLC, and Boilini, Cohen,
Downes, Fairman, Fish, Fremder, Mellin, Millham and Moore
are managing members of FPLLC.
(e) Not applicable.
C. Farallon Capital Institutional Partners II,
L.P.
(a), (b) The information set forth in Rows 7, 8, 9,
10, 11 and 13 of the cover page hereto for FCIP II is
incorporated herein by reference.
(c) There have been no transactions in the Shares
since the filing of the prior Schedule 13D.
(d) FPLLC as General Partner has the power to
direct the affairs of FCIP II, including the disposition
of the proceeds of the sale of the Shares. Steyer is the
senior managing member of FPLLC, and Boilini, Cohen,
Downes, Fairman, Fish, Fremder, Mellin, Millham and Moore
are managing members of FPLLC.
(e) Not applicable.
D. Tinicum Partners, L.P.
(a), (b) The information set forth in Rows 7, 8, 9,
10, 11 and 13 of the cover page hereto for Tinicum is
incorporated herein by reference.
(c) There have been no transactions in the Shares
since the filing of the prior Schedule 13D.
(d) FPLLC as General Partner has the power to
direct the affairs of Tinicum, including the disposition
of the proceeds of the sale of the 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.
PAGE
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(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) There have been no transactions in the Shares
since the filing of the prior Schedule 13D.
(d) FCMLLC, as an investment adviser, has the power
to direct the disposition of the proceeds of the sale of
the Shares held by the Managed Accounts. Steyer is the
senior managing member of FCMLLC, and Boilini, Cohen,
Downes, Fairman, 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 of the sale of the Shares.
FCMLLC, as an investment adviser, has the power to direct
the disposition of the proceeds of the sale of the
Shares held by the Managed Accounts. Boilini is a
managing member of FCMLLC and FPLLC.
(e) Not applicable.
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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 of the sale of the
Shares. FCMLLC, as an investment adviser, has the power
to direct the disposition of the proceeds of the sale
of the Shares held by the Managed Accounts. Cohen is a
managing member of FCMLLC and FPLLC.
(e) Not applicable.
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 of the sale of the Shares.
FCMLLC, as an investment adviser, has the power to direct
the disposition of the proceeds of the sale of the Shares
held by the Managed Accounts. Downes is a managing
member of FCMLLC and FPLLC.
(e) Not applicable.
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.
<PAGE>
(d) FPLLC as General Partner has the power to
direct the affairs of the Partnerships, including the
disposition of the proceeds of the sale of the Shares.
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.
PAGE
<PAGE>
(d) FPLLC as General Partner has the power to
direct the affairs of the Partnerships, including the
disposition of the proceeds of the sale of the Shares.
FCMLLC, as an investment adviser, has the power to direct
the disposition of the proceeds of the sale of the Shares
held by the Managed Accounts. 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 of the sale of the Shares.
FCMLLC, as an investment adviser, has the power to direct
the disposition of the proceeds of the sale of the Shares
held by the Managed Accounts. Fremder is a managing
member of FCMLLC and FPLLC.
(e) Not applicable.
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 of the sale of the Shares.
FCMLLC, as an investment adviser, has the power to direct
the disposition of the proceeds of the sale of the Shares
held by the Managed Accounts. Mellin is a managing
member of FCMLLC and FPLLC.
(e) Not applicable.
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 of the sale of the Shares.
FCMLLC, as an investment adviser, has the power to direct
the disposition of the proceeds of the sale of the Shares
held by the Managed Accounts. Millham is a managing
member of FCMLLC and FPLLC.
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 General Partner has the power to
direct the affairs of the Partnerships, including the
disposition of the proceeds of the sale of the Shares.
FCMLLC, as an investment adviser, has the power to direct
the disposition of the proceeds of the sale of the Shares
held by the Managed Accounts. Moore is a managing member
of FCMLLC and FPLLC.
(e) Not applicable.
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 of the sale of the Shares.
FCMLLC, as an investment adviser, has the power to direct
the disposition of the proceeds of the sale of the Shares
held by the Managed Accounts. Steyer is the senior
managing member of FCMLLC and FPLLC.
(e) Not applicable.
The Shares reported hereby for FCP, FCIP, FCIP II,
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: May 22, 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>
