UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
Strawbridge & Clothier (STRWA)
(Name of Issuer)
Common Stock, par value $1.00
(Title of Class of Securities)
CUSIP No. 863200101
(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)
April 29, 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. 863200101
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
775,900
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
775,900
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
775,900
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
7.3%
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
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SCHEDULE 13D
CUSIP No. 863200101
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
716,931
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
716,931
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
716,931
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
6.8%
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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SCHEDULE 13D
CUSIP No. 863200101
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
144,000
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
144,000
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
144,000
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
1.4%
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
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SCHEDULE 13D
CUSIP No. 863200101
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Farallon Capital Institutional Partners III, L.P.
2 Check the Appropriate Box if a Member of a Group*
(a)
(b) /x/
3 SEC Use Only
4 Source of Funds*
WC
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned By Each Reporting
Person With
7 Sole Voting Power
-0-
8 Shared Voting Power
70,969
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
70,969
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
70,969
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
0.7%
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
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SCHEDULE 13D
CUSIP No. 863200101
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
140,600
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
140,600
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
140,600
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
1.3%
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
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SCHEDULE 13D
CUSIP No. 863200101
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
479,300
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
479,300
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
479,300
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
4.5%
14 Type of Reporting Person*
IA,00
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
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SCHEDULE 13D
CUSIP No. 863200101
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
1,848,400
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
1,848,400
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
1,848,400
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
17.4%
14 Type of Reporting Person*
00
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
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SCHEDULE 13D
CUSIP No. 863200101
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
2,327,700
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
2,327,700
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
2,327,700
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
22.0%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
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SCHEDULE 13D
CUSIP No. 863200101
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
2,327,700
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
2,327,700
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
2,327,700
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
22.0%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
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SCHEDULE 13D
CUSIP No. 863200101
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
2,327,700
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
2,327,700
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
2,327,700
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
22.0%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
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SCHEDULE 13D
CUSIP No. 863200101
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
1,848,400
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
1,848,400
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
1,848,400
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
17.4%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
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SCHEDULE 13D
CUSIP No. 863200101
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
2,327,700
9 Sole Dispositive Power
0
10 Shared Dispositive Power
2,327,700
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
2,327,700
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
22.0%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
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SCHEDULE 13D
CUSIP No. 863200101
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
2,327,700
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
2,327,700
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
2,327,700
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
22.0%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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SCHEDULE 13D
CUSIP No. 863200101
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
2,327,700
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
2,327,700
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
2,327,700
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
22.0%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
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SCHEDULE 13D
CUSIP No. 863200101
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
2,327,700
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
2,327,700
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
2,327,700
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
22.0%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
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SCHEDULE 13D
CUSIP No. 863200101
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
2,327,700
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
2,327,700
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
2,327,700
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
22.0%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
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SCHEDULE 13D
CUSIP No. 863200101
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
2,327,700
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
2,327,700
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
2,327,700
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
22.0%
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 June 28, 1996 (collec-
tively, with all amendments thereto, the "Schedule 13D").
Item 3. Source and Amount of Funds and Other
Consideration.
Item 3 of the Schedule 13D is amended and
supplemented by the following:
The net investment cost (including
commissions) is $1,831,592 for the 108,400
Shares acquired by FCP since the filing of the
prior Schedule 13D, $1,118,584 for the 66,100
Shares acquired by FCIP since the filing of the
prior Schedule 13D, $130,182 for the 7,700
Shares acquired by FCIP II since the filing of the
prior Schedule 13D, $197,579 for the 11,700
Shares acquired by FCIP III since the filing of
the prior Schedule 13D, $303,884 for the 18,000
Shares acquired by Tinicum since the filing of
the prior schedule 13D and $1,642,844 for the
97,010 Shares held by the Managed Accounts
since the filing of the prior Schedule 13D.
The consideration for such acquisitions was
obtained as follows: (i) with respect to FCIP, FCIP
II and FCIP III, from working capital; (ii) with
respect to the Managed Accounts, from the working
capital of each Managed Account and/or from
borrowings pursuant to margin accounts maintained
by some of the Managed Accounts at Goldman
Sachs & Co.; and (iii) with respect to FCP and
Tinicum, from working capital, from borrowings
pursuant to margin accounts maintained by FCP
and Tinicum at Goldman Sachs & Co. 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"). FCP, Tinicum and
some of the Managed Accounts hold certain
securities in their respective margin accounts at
Goldman Sachs & Co., and the accounts
PAGE
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may from time to time have debit
balances. It is not possible to determine
the amount of borrowings, if any, used to
acquire the Shares.
Item 4. Purpose of the Transaction.
Item 4 of the Schedule 13D is amended and
restated in its entirety as follows:
The purpose of the acquisition of the Shares is for
investment, and the acquisitions of the Shares by each of the
Partnerships and the Managed Accounts were
made in the ordinary course of business and were not
made for the purpose of acquiring control of the
Company.
Although no Reporting Person has any specific
plan or proposal to acquire or dispose of Shares, consistent
with its investment purpose, each Reporting Person at any
time and from time to time may acquire additional Shares
or dispose of any or all of its Shares depending upon an
ongoing evaluation of the investment in the Shares, prevailing
market conditions, other investment opportunities , liquidity
requirements of the Reporting Person and/or other investment
considerations. No Reporting Person has made a determination
regarding a maximum or minimum number of Shares which it
may hold at any point in time. If the Reporting Persons do
acquire additional Shares, the Reporting Persons, may as a
result of the voting rights associated with such Share ownership,
acquire "control" of the Company as such term is defined
in Rule 12b-2 promulgated under the Securities Exchange
Act of 1934, as amended.
Also, consistent with the investment purpose, the
Reporting Persons may engage in communications with
one or more shareholders of the Company, one or more
officers of the Company and/or one or more members of
the board of directors of the Company regarding the Company,
including but not limited to its operations.
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Except to the extent the foregoing may be deemed
a plan or proposal, none of the Reporting Persons
has any plans or proposals which relate to, or
could result in, any of the matters referred to in paragraphs
(a) through (j), inclusive, of the instructions to Item 4 of
Schedule 13D. The Reporting
Persons may, at any time and from time to time, review or
reconsider their position and/or change their purpose
and/or 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
10,602,196 Shares outstanding as of December 12, 1996
reported by the Company in its Form 10Q for the period
ended November 2, 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 prior Schedule 13D
are set forth on Schedule A hereto and one 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 of the sale of the Shares. Steyer
is the senior managing member of FPLLC, and
Boilini, Cohen, Downes, Fairman, Fish, Fremder,
Mellin, Millham and Moore are managing members
of FPLLC.
(e) Not applicable.
B. Farallon Capital Institutional Partners, L.P.
(a), (b) The information set forth in Rows 7, 8, 9,
10, 11 and 13 of the cover page hereto for FCIP is
incorporated herein by reference.
PAGE
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(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 prior 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 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) 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 prior 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 of the sale of the Shares. Steyer is the
senior managing member of FPLLC, and Boilini, Cohen,
Downes, Fairman, Fish, Fremder, Mellin, Millham and Moore
are managing members of FPLLC.
(e) Not applicable.
D. Farallon Capital Institutional Partners III, L.P.
(a), (b) The information set forth in Rows 7, 8, 9,
10, 11 and 13 of the cover page hereto for 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 prior Schedule 13D
are set forth on Schedule D hereto and are incorporated
herein by reference. All of such transactions were
open-market transactions.
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(d) FPLLC as General Partner has the power to
direct the affairs of FCIP III, including the disposition
of the proceeds of the sale of the Shares. Steyer is the
senior managing member of FPLLC, and Boilini,
Cohen, Downes, Fairman, Fish, Fremder, Mellin,
Millham and Moore are managing members of FPLLC.
(e) Not applicable.
E. Tinicum Partners, L.P.
(a), (b) The information set forth in Rows 7, 8, 9,
10, 11 and 13 of the cover page hereto for Tinicum is
incorporated herein by reference.
(c) 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 prior Schedule 13D
are set forth on Schedule E 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 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.
F. Farallon Capital Management, L.L.C.
(a), (b) The information set forth in Rows 7, 8, 9,
10, 11 and 13 of the cover page hereto for FCMLLC is
incorporated herein by reference.
(c) 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 prior Schedule 13D are set forth on
Schedule F 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 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.
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(e) Not applicable.
G. Farallon Partners, L.L.C.
(a), (b) The information set forth in Rows 7, 8, 9,
10, 11, and 13 of the cover page hereto for FPLLC is
incorporated herein by reference.
(c) None.
(d) FPLLC as General Partner has the power to
direct the affairs of the Partnerships, including the
disposition of the proceeds of the sale of the Shares.
Steyer is the senior managing member of FPLLC, and
Boilini, Cohen, Downes, Fairman, Fish, Fremder, Mellin,
Millham and Moore are managing members of FPLLC.
(e) Not applicable.
H. Enrique H. Boilini
(a), (b) The information set forth in Rows 7, 8,
9, 10, 11 and 13 of the cover page hereto for Boilini is
incorporated herein by reference.
(c) None.
(d) FPLLC as General Partner has the power to
direct the affairs of the Partnerships, including the
disposition of the proceeds of the sale of the Shares.
FCMLLC, as an investment adviser, has the power to direct
the disposition of the proceeds of the sale of the
Shares held by the Managed Accounts. Boilini is a
managing member of FCMLLC and FPLLC.
(e) Not applicable.
I. David I. Cohen
(a), (b) The information set forth in Rows 7, 8, 9,
10, 11 and 13 of the cover page hereto for Cohen is
incorporated herein by reference.
(c) None.
(d) FPLLC as General Partner has the power to
direct the affairs of the Partnerships, including the
disposition of the proceeds of the sale of
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the Shares. FCMLLC, as an investment adviser,
has the power to direct the disposition of the
proceeds of the sale of the Shares held by
the Managed Accounts. Cohen is a
managing member of FCMLLC and FPLLC.
(e) Not applicable.
J. Joseph F. Downes
(a), (b) The information set forth in Rows 7, 8, 9,
10, 11 and 13 of the cover page hereto for Downes is
incorporated herein by reference.
(c) None.
(d) FPLLC as General Partner has the power to
direct the affairs of the Partnerships, including the
disposition of the proceeds of the sale of the Shares.
FCMLLC, as an investment adviser, has the power to direct
the disposition of the proceeds of the sale of the Shares
held by the Managed Accounts. Downes is a managing
member of FCMLLC and FPLLC.
(e) Not applicable.
K. Fleur E. Fairman
(a), (b) The information set forth in Rows 7, 8, 9,
10, 11 and 13 of the cover page hereto for Fairman is
incorporated herein by reference.
(c) None.
(d) FPLLC as General Partner has the power to
direct the affairs of the Partnerships, including the
disposition of the proceeds of the sale of the Shares.
Fairman is a managing member of FPLLC.
(e) Not applicable.
L. Jason M. Fish
(a), (b) The information set forth in Rows 7, 8, 9,
10, 11 and 13 of the cover page hereto for Fish is
incorporated herein by reference.
(c) None.
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(d) FPLLC as General Partner has the power to
direct the affairs of the Partnerships, including the
disposition of the proceeds of the sale of the Shares.
FCMLLC, as an investment adviser, has the power to direct
the disposition of the proceeds of the sale of the Shares
held by the Managed Accounts. Fish is a managing
member of FCMLLC and FPLLC.
(e) Not applicable.
M. Andrew B. Fremder
(a), (b) The information set forth in Rows 7, 8, 9,
10, 11 and 13 of the cover page hereto for Fremder is
incorporated herein by reference.
(c) None.
(d) FPLLC as General Partner has the power to
direct the affairs of the Partnerships, including the
disposition of the proceeds of the sale of the Shares.
FCMLLC, as an investment adviser, has the power to direct
the disposition of the proceeds of the sale of the Shares
held by the Managed Accounts. Fremder is a managing
member of FCMLLC and FPLLC.
(e) Not applicable.
N. William F. Mellin
(a), (b) The information set forth in Rows 7, 8, 9,
10, 11 and 13 of the cover page hereto for Mellin is
incorporated herein by reference.
(c) None.
(d) FPLLC as General Partner has the power to
direct the affairs of the Partnerships, including the
disposition of the proceeds of the sale of the Shares.
FCMLLC, as an investment adviser, has the power to direct
the disposition of the proceeds of the sale of the Shares
held by the Managed Accounts. Mellin is a managing
member of FCMLLC and FPLLC.
(e) Not applicable.
O. Stephen L. Millham
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(a), (b) The information set forth in Rows 7, 8, 9,
10, 11 and 13 of the cover page hereto for Millham is
incorporated herein by reference.
(c) None.
(d) FPLLC as General Partner has the power to
direct the affairs of the Partnerships, including the
disposition of the proceeds of the sale of the Shares.
FCMLLC, as an investment adviser, has the power to direct
the disposition of the proceeds of the sale of the Shares
held by the Managed Accounts. Millham is a managing
member of FCMLLC and FPLLC.
(e) Not applicable.
P. Meridee A. Moore
(a), (b) The information set forth in Rows 7, 8, 9,
10, 11 and 13 of the cover page hereto for Moore is
incorporated herein by reference.
(c) None.
(d) FPLLC as General Partner has the power to
direct the affairs of the Partnerships, including the
disposition of the proceeds of the sale of the Shares.
FCMLLC, as an investment adviser, has the power to direct
the disposition of the proceeds of the sale of the Shares
held by the Managed Accounts. Moore is a managing member
of FCMLLC and FPLLC.
(e) Not applicable.
Q. Thomas F. Steyer
(a), (b) The information set forth in Rows 7, 8, 9,
10, 11 and 13 of the cover page hereto for Steyer is
incorporated herein by reference.
(c) None.
(d) FPLLC as General Partner has the power to
direct the affairs of the Partnerships, including the
disposition of the proceeds of the sale of the Shares.
FCMLLC, as an investment adviser, has the power to direct
the disposition of the proceeds of the sale of the Shares
held
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by the Managed Accounts. Steyer is the senior
managing member of FCMLLC and FPLLC.
(e) Not applicable.
The Shares reported hereby for FCP, FCIP, FCIP II,
FCIP III, Tinicum and the Managed Accounts are
owned directly by such entities. Each of Boilini,
Cohen, Downes, Fish, Fremder, Mellin, Millham,
Moore and Steyer may be deemed, as managing
members of FPLLC and FCMLLC, to be the
beneficial owner of all such Shares. Each of FPLLC
and Fairman, as a managing member of FPLLC,
may be deemed to be the beneficial owner of
all such Shares other than the Shares owned
by the Managed Accounts. FCMLLC may be
deemed to be the beneficial owner of all such
Shares owned by the Managed Accounts. Each
of FCMLLC, FPLLC, Boilini, Cohen, Downes,
Fairman, Fish, Fremder, Mellin, Millham,
Moore and Steyer hereby disclaim any beneficial
ownership of any such Shares.
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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 9, 1997
/S/ THOMAS F. STEYER
____________________________________
FARALLON PARTNERS, L.L.C., on its
own behalf and as General Partner of
FARALLON CAPITAL PARTNERS, L.P.,
FARALLON CAPITAL INSTITUTIONAL
PARTNERS, L.P., FARALLON CAPITAL
INSTITUTIONAL PARTNERS II, L.P.
FARALLON CAPITAL INSTITUTIONAL
PARTNERS III, L.P.
and TINICUM PARTNERS, L.P.
By Thomas F. Steyer,
Senior Managing Member
/S/ THOMAS F. STEYER
____________________________________
FARALLON CAPITAL MANAGEMENT, L.L.C.
By Thomas F. Steyer,
Senior Managing Member
/S/ THOMAS F. STEYER
____________________________________
Thomas F. Steyer, individually and as
attorney-in-fact for each of Enrique
H. Boilini, David I. Cohen, Joseph F.
Downes, Fleur E. Fairman, Jason M.
Fish, Andrew B. Fremder, William F.
Mellin, Stephen L. Millham and
Meridee A. Moore.
<PAGE>
<PAGE>
SCHEDULE A
FARALLON CAPITAL PARTNERS, L.P.
NO. OF SHARES PRICE
TRADE DATE PURCHASED PER SHARE
(including commission)
3/27/97 1,400 $18.05
4/1/97 2,000 $17.55
4/2/97 1,600 $17.18
4/3/97 2,600 $16.86
4/8/97 3,600 $17.06
4/9/97 1,500 $16.92
4/23/97 800 $16.80
4/25/97 100 $16.80
4/29/97 94,800 $16.86
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SCHEDULE B
FARALLON CAPITAL INSTITUTIONAL PARTNERS, L.P.
NO. OF SHARES PRICE
TRADE DATE PURCHASED PER SHARE
(including commission)
3/27/97 1,400 $18.05
4/1/97 2,000 $17.55
4/2/97 1,600 $17.18
4/3/97 3,700 $16.86
4/8/97 3,400 $17.06
4/9/97 1,400 $16.92
4/29/97 52,600 $16.86
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SCHEDULE C
FARALLON CAPITAL INSTITUTIONAL PARTNERS II, L.P.
NO. OF SHARES PRICE
TRADE DATE PURCHASED PER SHARE
(including commission)
3/27/97 100 $18.05
4/2/97 100 $17.17
4/3/97 800 $16.86
4/8/97 1,000 $17.06
4/9/97 400 $16.93
4/29/97 5,300 $16.86
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SCHEDULE D
FARALLON CAPITAL PARTNERS, L.P.
NO. OF SHARES PRICE
TRADE DATE PURCHASED PER SHARE
(including commission)
3/27/97 200 $18.05
4/2/97 100 $17.17
4/3/97 400 $16.86
4/8/97 400 $17.06
4/9/97 100 $16.92
4/29/97 10,500 $16.86
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SCHEDULE E
TINICUM PARTNERS, L.P.
NO. OF SHARES PRICE
TRADE DATE PURCHASED PER SHARE
(including commission)
3/27/97 200 $18.05
4/2/97 200 $17.17
4/3/97 800 $16.86
4/8/97 700 $17.06
4/9/97 300 $16.92
4/29/97 15,800 $16.86
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SCHEDULE F
FARALLON CAPITAL MANAGEMENT, L.L.C.
NO. OF SHARES PRICE
TRADE DATE PURCHASED PER SHARE
(including commission)
3/25/97 500 $18.17
3/27/97 1,000 $18.05
3/31/97 800 $17.80
4/1/97 1,000 $17.55
4/2/97 1,100 $17.17
4/3/97 1,400 $16.86
4/8/97 2,100 $17.06
4/9/97 900 $16.92
4/29/97 63,100 $16.86
5/6/97 1,600 $17.30
3/27/97 200 $18.05
4/2/97 100 $17.17
4/3/97 100 $16.86
4/8/97 100 $17.06
4/9/97 100 $16.92
4/29/97 10,500 $16.86
3/27/97 600 $18.05
4/2/97 200 $17.17
4/3/97 200 $16.86
4/8/97 700 $17.06
4/9/97 300 $16.92
4/29/97 10,500 $16.86
<PAGE>
