-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LUC8RbdFOdnMmrrTMze2XE6QY800oupMap95Z7kLB9q6aV6pArv3ogNQx3s7cpDk b7D4S05Eqq4ix+8qfdOtLA== 0001012168-97-000014.txt : 19970416 0001012168-97-000014.hdr.sgml : 19970416 ACCESSION NUMBER: 0001012168-97-000014 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970415 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LIGAND PHARMACEUTICALS INC CENTRAL INDEX KEY: 0000886163 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 770160744 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-43329 FILM NUMBER: 97581430 BUSINESS ADDRESS: STREET 1: 9393 TOWNE CENTRE DR STE 100 CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 6195353900 MAIL ADDRESS: STREET 1: 9393 TOWNE CENTRE DRIVE CITY: SAN DIEGO STATE: CA ZIP: 92121 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FARALLON CAPITAL MANAGEMENT LLC /ADV CENTRAL INDEX KEY: 0001012168 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 943240279 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: ONE MARITIME PLZ STREET 2: STE 1325 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 4154212132 MAIL ADDRESS: STREET 1: ONE MARITIME PLAZA SUITE 1325 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 FORMER COMPANY: FORMER CONFORMED NAME: FARALLON CAPITAL MANAGEMENT LLC /ADV DATE OF NAME CHANGE: 19960428 SC 13D 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Ligand Pharmaceuticals Incorporated (LGND) (Name of Issuer) Common Stock, par value $.001 per share (Title of Class of Securities) CUSIP No. 53220K207 (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 4, 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). PAGE SCHEDULE 13D CUSIP NO. 53220K207 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 529,994 9 Sole Dispositive Power -0- 10 Shared Dispositive Power 529,994 11 Aggregate Amount Beneficially Owned By Each Report- ing Person 529,994 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* 13 Percent of Class Represented by Amount in Row (11) 1.6% 14 Type of Reporting Person* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP NO. 53220K207 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 Sole Voting Power -0- 8 Shared Voting Power 668,182 9 Sole Dispositive Power -0- 10 Shared Dispositive Power 668,182 11 Aggregate Amount Beneficially Owned By Each Reporting Person 668,182 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* 13 Percent of Class Represented by Amount in Row (11) 2.0% 14 Type of Reporting Person* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP NO. 53220K207 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 187,934 9 Sole Dispositive Power -0- 10 Shared Dispositive Power 187,934 11 Aggregate Amount Beneficially Owned By Each Report- ing Person 187,934 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* 13 Percent of Class Represented by Amount in Row (11) 0.6% 14 Type of Reporting Person* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP NO. 53220K207 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 37,000 9 Sole Dispositive Power -0- 10 Shared Dispositive Power 37,000 11 Aggregate Amount Beneficially Owned By Each Report- ing Person 37,000 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* 13 Percent of Class Represented by Amount in Row (11) 0.1% 14 Type of Reporting Person* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP NO. 53220K207 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 93,800 9 Sole Dispositive Power -0- 10 Shared Dispositive Power 93,800 11 Aggregate Amount Beneficially Owned By Each Reporting Person 93,800 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* 13 Percent of Class Represented by Amount in Row (11) 0.3% 14 Type of Reporting Person* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP NO. 53220K207 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 285,110 9 Sole Dispositive Power -0- 10 Shared Dispositive Power 285,110 11 Aggregate Amount Beneficially Owned By Each Reporting Person 285,110 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* 13 Percent of Class Represented by Amount in Row (11) 0.9% 14 Type of Reporting Person* IA, 00 *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP NO. 53220K207 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 1,517,090 9 Sole Dispositive Power -0- 10 Shared Dispositive Power 1,517,090 11 Aggregate Amount Beneficially Owned By Each Reporting Person 1,517,090 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* 00 *SEE INSTRUCTIONS BEFORE FILLING OUT! PAGE SCHEDULE 13D CUSIP NO. 53220K207 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 1,802,200 9 Sole Dispositive Power -0- 10 Shared Dispositive Power 1,802,200 11 Aggregate Amount Beneficially Owned By Each Reporting Person 1,802,200 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* 13 Percent of Class Represented by Amount in Row (11) 5.3% 14 Type of Reporting Person* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP NO. 53220K207 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 1,802,200 9 Sole Dispositive Power -0- 10 Shared Dispositive Power 1,802,200 11 Aggregate Amount Beneficially Owned By Each Reporting Person 1,802,200 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* 13 Percent of Class Represented by Amount in Row (11) 5.3% 14 Type of Reporting Person* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP NO. 53220K207 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 1,802,200 9 Sole Dispositive Power -0- 10 Shared Dispositive Power 1,802,200 11 Aggregate Amount Beneficially Owned By Each Reporting Person 1,802,200 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* 13 Percent of Class Represented by Amount in Row (11) 5.3% 14 Type of Reporting Person* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! PAGE SCHEDULE 13D CUSIP NO. 53220K207 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 1,517,090 9 Sole Dispositive Power -0- 10 Shared Dispositive Power 1,517,090 11 Aggregate Amount Beneficially Owned By Each Reporting Person 1,517,090 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* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP NO. 53220K207 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 1,802,200 9 Sole Dispositive Power -0- 10 Shared Dispositive Power 1,802,200 11 Aggregate Amount Beneficially Owned By Each Reporting Person 1,802,200 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* 13 Percent of Class Represented by Amount in Row (11) 5.3% 14 Type of Reporting Person* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP NO. 53220K207 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 1,802,200 9 Sole Dispositive Power -0- 10 Shared Dispositive Power 1,802,200 11 Aggregate Amount Beneficially Owned By Each Reporting Person 1,802,200 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* 13 Percent of Class Represented by Amount in Row (11) 5.3% 14 Type of Reporting Person* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP NO. 53220K207 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 1,802,200 9 Sole Dispositive Power -0- 10 Shared Dispositive Power 1,802,200 11 Aggregate Amount Beneficially Owned By Each Reporting Person 1,802,200 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* 13 Percent of Class Represented by Amount in Row (11) 5.3% 14 Type of Reporting Person* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP NO. 53220K207 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 1,802,200 9 Sole Dispositive Power -0- 10 Shared Dispositive Power 1,802,200 11 Aggregate Amount Beneficially Owned By Each Reporting Person 1,802,200 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* 13 Percent of Class Represented by Amount in Row (11) 5.3% 14 Type of Reporting Person* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP NO. 53220K207 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 1,802,200 9 Sole Dispositive Power -0- 10 Shared Dispositive Power 1,802,200 11 Aggregate Amount Beneficially Owned By Each Reporting Person 1,802,200 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* 13 Percent of Class Represented by Amount in Row (11) 5.3% 14 Type of Reporting Person* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP NO. 53220K207 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 1,802,200 9 Sole Dispositive Power -0- 10 Shared Dispositive Power 1,802,200 11 Aggregate Amount Beneficially Owned By Each Report- ing Person 1,802,200 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* 13 Percent of Class Represented by Amount in Row (11) 5.3% 14 Type of Reporting Person* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! Item 1. Security and Issuers. This statement relates to Shares of Common Stock, par value $.001 per share (the "Shares"), of Ligand Pharmaceuticals Incorporated (the "Company"). The Reporting Persons (as defined below) do not directly own any Shares. The Reporting Persons, however, may be deemed to be the beneficial owner of certain Shares through their ownership of certain Units issues jointly by the Company and Allergan Ligand Retinoid Therapeutics, Inc. ("Allergan"). Each Unit consists of one share of callable common stock of Allergan and two warrants (each a "Warrant"), each Warrant entitling the holder thereof to purchase one Share. The Warrants are not exercisable until June 4, 1997. Unless otherwise noted, all information reported herein with regard to the Reporting Persons' Share ownership is derived solely from such persons' ownership of Warrants. The Company's principal offices are located at 9393 Towne Center Drive, San Diego, California 92121. Item 2. Identity and Background. (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) Farallon Capital Institutional Partners III, L.P., a Delaware limited partnership ("FCIP III"), with respect to the Shares held by it, (v) Tinicum Partners, L.P., a New York limited partnership ("Tinicum," collectively with FCP, FCIP, FCIP II, and FCIP III, the "Partner- ships"), with respect to the Shares held by it; (vi) Farallon Capital Management, L.L.C., a Delaware PAGE 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"); (vii) Farallon Partners, L.L.C., a Delaware limited liability company ("FPLLC"), with respect to the Shares held by each of the entities named in (i) through (v) above; (viii) 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 (vi) above; and (ix) Fleur E. Fairman ("Fairman") with respect to the Shares held by each of the entities named in (i) through (v) above (FCP, FCIP, FCIP II, FCIP III, Tinicum, FCMLLC, FPLLC, Boilini, Cohen, Downes, Fairman, Fish, Fremder, Mellin, Millham, 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, FCIP III, Tinicum and the Managed Accounts are subject to Warrants 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 Warrants and the Shares related to such Warrants. Each of FPLLC and Fairman, as a managing member of FPLLC, may be deemed to be the beneficial owner of all such Warrants and the Shares related to such Warrants other than the PAGE Warrants owned by the Managed Accounts and the Shares related thereto. FCMLLC may be deemed to be the beneficial owner of all such Warrants and the Shares related to such Warrants 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 Warrants and any such related 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 Partnerships 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 the 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 proceeding, was, or is subject to, a judgment, decree or final order enjoining PAGE 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 Consideration. The Warrants currently trade as Units, each Unit consisting of one share of callable common stock of Allergan and two Warrants, each Warrant entitling the holder thereof to purchase one Share. For purposes of this Schedule 13D, the net investment cost (including commission) has been reported as a per Unit figure. The net investment cost (including commission) is $4,486,550 for the 264,997 Units (corresponding to 529,994 Shares) held by FCP, $5,318,139 for the 334,091 Units (corresponding to 668,182 Shares) held by FCIP, $1,514,873 for the 93,967 Units (corresponding to 187,934 Shares) held by FCIP II, $580,887 for the 18,500 Units (corresponding to 37,000 Shares) held by FCIP III, $838,656 for the 46,990 Units (corresponding to 93,980 Shares) held by Tinicum and $2,864,868 for the 142,555 Units (corresponding to 285,110 Shares) held by the Managed Accounts. 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 PAGE securities in their respective margin accounts at Goldman Sachs & Co., and the accounts 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. The purpose of the acquisition of the Units (and the corresponding Warrants and Shares) is for investment, and the purchases 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. Each may make further purchases from time to time and may dispose of any or all of the Units (and the corresponding Warrants and Shares) held by it at any time. As disclosed in Items 5 and 6 below, the Reporting Persons have placed certain short sales with regard to the Shares and may, in the future, purchase Shares in order to fill the existing or additional short sale arrangements. Except to the extent the foregoing may be deemed to be 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 (b) 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 formulate plans or proposals with respect thereto, but have no present intention of doing so. Item 5. Interest in Securities of the Issuer. 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 is calculated based upon a total of 32,544,634 Shares outstanding (such figure is the sum of (i) PAGE the 32,014,640 Shares outstanding as of February 28, 1997 as reported by the Company in its Form 10K for the period ended December 31, 1996 and (ii) the 529,994 Shares of which the Reporting Person may be deemed to be the beneficial owner through its ownership of Warrants). (c) The trading dates, number of Units (and corresponding Shares) purchased or sold and the price per Unit (and per Share) for all purchases and sales in the past 60 days are set forth on Schedule A hereto and are incorporated herein by reference. The trading date, number of Shares shorted and the price for all short sales of the Shares in the past 60 days 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 of the sale of the Units, Warrants and/or 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. The percentage amount set forth in Row 13 of such cover page is calculated based upon a total of 32,682,822 Shares outstanding (such figure is the sum of (i) the 32,014,640 Shares outstanding as of February 28, 1997 as reported by the Company in its Form 10K for the period ended December 31, 1996 and (ii) the 668,182 Shares of which the Reporting Person may be deemed to be the beneficial owner through its ownership of Warrants). PAGE (c) The trading dates, number of Units (and corresponding Shares) purchased or sold and the price per Unit (and per Share) for all purchases and sales in the past 60 days are set forth on Schedule B hereto and are incorporated herein by reference. The trading date, number of Shares shorted and the price for all short sales of the Shares in the past 60 days are set forth on Schedule B hereto and are incorporated herein by reference. All of such transactions were open-market transactions. (d) FPLLC as General Partner has the power to direct the affairs of FCIP, including the disposition of the proceeds of the sale of the Units, Warrants and/or 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. The percentage amount set forth in Row 13 of such cover page is calculated based upon a total of 32,202,574 Shares outstanding (such figure is the sum of (i) the 32,014,640 Shares outstanding as of February 28, 1997 as reported by the Company in its Form 10K of the period ended December 31, 1996 and (ii) the 187,934 Shares of which the Reporting Person may be deemed to be the beneficial owner through its ownership of Warrants). (c) The trading dates, number of Units (and corresponding Shares) purchased or sold and the price per Unit (and per Share) for all purchases and sales in the past 60 days are set forth on Schedule C hereto and are incorporated herein by reference. The trading date, number of Shares shorted and the price for all short sales of the Shares in the past 60 days are set forth on Schedule C hereto and are incorporated herein by reference. All of such transactions were open-market transactions. (d) FPLLC as General Partner has the power to direct the affairs of FCIP II, including the disposition of the proceeds of the sale of the Units, Warrants and/or Shares. Steyer is the senior managing member of FPLLC and Boilini, Cohen, Downes, Fairman, Fish, PAGE 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 FCIP III is incorporated herein by reference. The percentage amount set forth in Row 13 of such cover page is calculated based upon a total of 32,051,640 Shares outstanding (such figure is the sum of (i) the 32,014,640 Shares outstanding as of February 28, 1997 as reported by the Company in its Form 10K for the period ended December 31, 1996 and (ii) the 37,000 Shares of which the Reporting Person may be deemed to be the beneficial owners through its ownership of Warrants). (c) The trading dates, number of Units (and corresponding Shares) purchased or sold and the price per Unit (and per Share) for all purchases and sales in the past 60 days are set forth on Schedule D hereto and are incorporated herein by reference. The trading date, number of Shares shorted and the price for all short sales of the Shares in the past 60 days are set forth on Schedule D hereto and are incorporated herein by reference. All of such transactions were open-market transactions. (d) FPLLC as General Partner has the power to direct the affairs of FCIP III, including the disposition of the proceeds of the sale of the Units, Warrants and/or 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. The percentage amount set forth in Row 13 of such cover page is calculated based upon a total of 32,108,440 Shares outstanding (such figure is the sum of (i) the 32,014,640 Shares outstanding as of February 28, 1997 as reported by the Company in its Form 10K for the period PAGE ended December 31, 1996 and (ii) the 93,800 Shares of which the Reporting Person may be deemed to be the beneficial owner through its ownership of Warrants). (c) The trading dates, number of Units (and corresponding Shares) purchased or sold and the price per Unit (and per Share) for all purchases and sales in the past 60 days are set forth on Schedule E hereto and are incorporated herein by reference. The trading date, number of Shares shorted and the price for all short sales of the Shares in the past 60 days 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 Units, Warrants and/or 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 herein for FCMLLC is incorporated herein by reference. The percentage amount set forth in Row 13 of such cover page is calculated based upon a total of 32,299,750 Shares outstanding (such figure is the sum of (i) the 32,014,640 Shares outstanding as of February 28, 1997 as reported by the Company in its Form 10K for the period ended December 31, 1996 and (ii) the 285,110 Shares of which the Reporting Person may be deemed to be the beneficial owner through the ownership of Warrants by the Managed Accounts). (c) The trading dates, number of Units (and corresponding Shares) purchased or sold and the price per Unit (and per Share) for all purchases and sales in the past 60 days are set forth on Schedule F hereto and are incorporated herein by reference. The trading date, number of Shares shorted and the price for all short sales of the Shares in the past 60 days are set forth on Schedule F hereto and are incorporated herein by reference. All of such transactions were open-market transactions. PAGE (d) FCMLLC, as an investment adviser, has the power to direct the disposition of the proceeds of the sale of the Units, Warrants and/or Shares held by the Managed Accounts. Steyer is the senior managing member of FCMLLC, and Boilini, Cohen, Downes, Fish, Fremder, Millham, Mellin, and Moore are managing members of FCMLLC. (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. The percentage amount set forth in row 13 of such cover page is calculated based upon a total of 33,531,730 Shares outstanding (such figure is the sum of (i) the 32,014,640 Shares outstanding as of February 28, 1997 as reported by the Company in its Form 10K for the period ended December 31, 1996 and (ii) the 1,517,090 Shares of which the Reporting Person may be deemed to be the beneficial owner through the Partnerships' ownership of Warrants). (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 Units, Warrants and/or 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 PAGE (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. The percentage amount set forth in Row 13 of such cover page is calculated based upon a total of 33,819,041 Shares outstanding (such figure is the sum of (i) the 32,014,640 Shares outstanding as of February 28, 1997 as reported by the Company in its Form 10K for the period ended December 31, 1996 and (ii) the 1,802,200 Shares of which the Reporting Person may be deemed to be the beneficial owner through the Partnerships' and the Managed Accounts' ownership of Warrants). (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 Units, Warrants and/or Shares. FCMLLC, as an investment adviser, has the power to direct the disposition of the proceeds of the sale of Units, Warrants and/or 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. The percentage amount set forth in Row 13 of such cover page is calculated based upon a total of 33,819,041 Shares outstanding (such figure is the sum of (i) the 32,014,640 Shares outstanding as of February 28, 1997 as reported by the Company in its Form 10K for the period ended December 31, 1996 and (ii) the 1,802,200 Shares of which the Reporting Person may be deemed to be the beneficial owner through the Partnerships' and the Managed Accounts' ownership of Warrants). (c) None. (d) FPLLC as General Partner has the power to direct the affairs of the Partnerships, includ- ing the disposition of the proceeds of the sale of the Units, Warrants and/or Shares. FCMLLC, as an investment adviser, has the power to direct the disposition of the proceeds of PAGE the sale of the Units, Warrants and/or 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. The percentage amount set forth in Row 13 of such cover page is calculated based upon a total of 33,819,041 Shares outstanding (such figure is the sum of (i) the 32,014,640 Shares outstanding as of February 28, 1997 as reported by the Company in its form 10K for the period ended December 31, 1996 and (ii) the 1,802,200 Shares of which the Reporting Person may be deemed to be the beneficial owner through the Partnerships' and the Managed Accounts' ownership of Warrants). (c) None. (d) FPLLC as General Partner has the power to direct the affairs of the Partnerships, includ- ing the disposition of the proceeds of the sale of the Units, Warrants and/or Shares. FCMLLC, as an investment adviser, has the power to direct the disposition of the proceeds of the sale of the Units, Warrants and/or 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. The percentage amount set forth in row 13 of such cover page is calculated based upon a total of 33,531,730 Shares outstanding (such figure is the sum of (i) the 32,014,640 Shares outstanding as of February 28, 1997 as reported by the Company in its Form 10K for the period ended December 31, 1996 and (ii) the 1,517,890 Shares of which the Reporting Person may be deemed to be the beneficial owner through the Partnerships' ownership of Warrants). PAGE (c) None. (d) FPLLC as General Partner has the power to direct the affairs of the Partnerships, includ- ing the disposition of the proceeds of the sale of the Units, Warrants and/or 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. The percentage amount set forth in Row 13 of such cover page is calculated based upon a total of 33,819,041 Shares outstanding (such figure is the sum of (i) the 32,014,640 Shares outstanding as of February 28, 1997 as reported by the Company in its Form 10K for the period ended December 31, 1996 and (ii) the 1,802,200 Shares of which the Reporting Person may be deemed to be the beneficial owner through the Partnerships' and the Managed Accounts' ownership of Warrants). (c) None. (d) FPLLC as General Partner has the power to direct the affairs of the Partnerships, includ- ing the disposition of the proceeds of the sale of the Units, Warrants and/or Shares. FCMLLC, as an investment adviser, has the power to direct the disposition of the proceeds of the sale of Units, Warrants and/or 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. The percentage amount set forth in Row 13 of such cover page is calculated based upon a total of 33,819,041 Shares outstanding (such figure is the sum of (i) the 32,014,640 Shares outstanding as of February 28, 1997 as reported by the Company in its Form 10K for the period ended December 31, 1996 and (ii) the 1,802,200 Shares of which the Reporting Person may be deemed to be the PAGE beneficial owner through the Partnerships' and the Managed Accounts' ownership of Warrants). (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 Units, Warrants and/or Shares. FCMLLC, as an investment adviser, has the power to direct the disposition of the proceeds of the sale of the Units, Warrants and/or 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. The percentage amount set forth in Row 13 of such cover page is calculated based upon a total of 33,819,041 Shares outstanding (such figure is the sum of (i) the 32,014,640 Shares outstanding as of February 28, 1997 as reported by the Company in its Form 10K for the period ended December 31, 1996 and (ii) the 1,802,200 Shares of which the Reporting Person may be deemed to be the beneficial owner through the Partnerships' and the Managed Accounts' ownership of Warrants). (c) None. (d) FPLLC as General Partner has the power to direct the affairs of the Partnerships, includ- ing the disposition of the proceeds of the sale of the Units, Warrants and/or Shares. FCMLLC, as an investment adviser, has the power to direct the disposition of the proceeds of the sale of the Units, Warrants and/or Shares held by the Managed Accounts. Mellin is a managing member of FCMLLC and FPLLC. (e) Not applicable. O. 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. The percentage amount set forth in Row 13 of PAGE such cover page is calculated based upon a total of 33,819,041 Shares outstanding (such figure is the sum of (i) the 32,014,640 Shares outstanding as of February 28, 1997 as reported by the Company in its Form 10K for the period ended December 31, 1996 and (ii) the 1,802,200 Shares of which the Reporting Person may be deemed to be the beneficial owner through the Partnerships' and the Managed Accounts' ownership of Warrants). (c) None. (d) FPLLC as General Partner has the power to direct the affairs of the Partnerships, includ- ing the disposition of the proceeds of the sale of the Units, Warrants and/or Shares. FCMLLC, as an investment adviser, has the power to direct the disposition of the proceeds of the sale of the Units, Warrants and/or 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. The percentage amount set forth in Row 13 of such cover page is calculated based upon a total of 33,819,041 Shares outstanding (such figure is the sum of (i) the 32,014,640 Shares outstanding as of February 28, 1997 as reported by the Company in its Form 10K for the period ended December 31, 1996 and (ii) the 1,802,200 Shares of which the Reporting Person may be deemed to be the beneficial owner through the Partnerships' and the Managed Accounts' ownership of Warrants). (c) None. (d) FPLLC as General Partner has the power to direct the affairs of the Partnerships, includ- ing the disposition of the proceeds of the sale of the Units, Warrants and/or Shares. FCMLLC, as an investment adviser, has the power to direct the disposition of the proceeds of the sale of the Units, Warrants and/or Shares held by the Managed Accounts. Moore is a managing member of FCMLLC and FPLLC. (e) Not applicable. PAGE 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. The percentage amount set forth in Row 13 of such cover page is calculated based upon a total of 33,819,041 Shares outstanding (such figure is the sum of (i) the 32,014,640 Shares outstanding as of February 28, 1997 as reported by the Company in its Form 10K for the period ended December 31, 1996 and (ii) the 1,802,200 Shares of which the Reporting Person may be deemed to be the beneficial owner through the Partnerships' and the Managed Accounts' ownership of Warrants). (c) None. (d) FPLLC as General Partner has the power to direct the affairs of the Partnerships, includ- ing the disposition of the proceeds of the sale of the Units, Warrants and/or Shares. FCMLLC, as an investment adviser, has the power to direct the disposition of the proceeds of the sale of the Units, Warrants and/or 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, FCIP III, Tinicum and the Managed Accounts are subject to Warrants 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 Warrants and the Shares related to such Warrants. Each of FPLLC and Fairman, as a managing member of FPLLC, may be deemed to be the beneficial owner of all such Warrants and the Shares related to such Warrants other than the Warrants owned by the Managed Accounts and the Shares related thereto. FCMLLC may be deemed to be the beneficial owner of all such Warrants and the Shares related to such Warrants 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 Warrants and any such related Shares. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. PAGE The Reporting Persons have entered into certain short sale arrangements pursuant to which the Reporting Persons have agreed to sell, in the aggregate, 945,500 Shares at prices ranging from $11.75 to $12.50 if demand for such Shares is made. Except as described above, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons or between such persons and any other person with respect to any securities of the Company, including but not limited to transfer or voting of any security of the Company, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies. Item 7. Materials to be Filed as Exhibits. There is filed herewith as Exhibit 1 a written agreement relating to the filing of joint acquisition statements as required by Rule 13d-1(f)(1) under the Securities Exchange Act of 1934, as amended. 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: April 14, 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 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, Se- nior Managing Member; David I. Cohen, Joseph H. Downes, Jason M. Fish, Andrew B. Fremder, William F. Mellin, Stephen L. Millham and Meridee A. Moore, Managing Members. 2. (a) Farallon Partners, L.L.C. (b) c/o Farallon Capital Management, L.L.C. One Maritime Plaza, Suite 1325 San Francisco, CA 94111 (c) Serves as general partner to investment partnerships (d) Delaware limited liability company (e) Managing Members: Thomas F. Steyer, Senior Managing Member; Enrique H. Boilini, David I. Cohen, Joseph H. Downes, Fleur E. Fairman, Jason M. Fish, Andrew B. Fremder, William F. Mellin, Stephen L. Millham and Meridee A. Moore, Managing Members. 3. (a) Enrique H. Boilini (b) c/o Farallon Capital Management, L.L.C. 75 Holly Hill Lane Greenwich, CT 06830 (c) Managing Member of Farallon Partners,L.L.C.; Managing Member of Farallon Capital Management, L.L.C. (d) Argentinean Citizen 4. (a) David I. Cohen (b) c/o Farallon Capital Management, L.L.C. One Maritime Plaza, Suite 1325 San Francisco, CA 94111 (c) Managing Member of Farallon Partners,L.L.C.; Managing Member of Farallon Capital Management, L.L.C. (d) South African Citizen PAGE 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 Capi- tal 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 Capi- tal 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 Capi- tal 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 Capi- tal Management, L.L.C. (d) United States Citizen PAGE 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 Capi- tal 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 Part- ners, L.L.C.; Senior Managing Member of Farallon Capital Management, L.L.C. (d) United States Citizen PAGE EXHIBIT 1 to SCHEDULE 13D JOINT ACQUISITION STATEMENT PURSUANT TO RULE 13D-(f)(1) The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amend- ments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he, she or it knows or has reason to believe that such information is inaccurate. Dated: April 14, 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. SCHEDULE A FARALLON CAPITAL PARTNERS, L.P. WARRANT-RELATED SHARE INFORMATION: NO. OF UNITS PRICE TRADE DATE PURCHASED PER UNIT (including commission) 03/03/97 6,400 $31.00 03/04/97 2,500 $31.12 Which Corresponds To NO. OF SHARES PRICE TRADE DATE PURCHASED PER SHARE <1> (including commission) 03/03/97 12,800 $15.50 03/04/97 5,000 $15.56 SHORT SALE INFORMATION: NO. OF SHARES PRICE TRADE DATE SHORTED PER SHARE 02/27/97 1,000 $11.75 03/03/97 9,600 $12.25 03/04/97 2,500 $12.50 <1> As the Warrants currently trade as a Unit, together with shares of callable common stock of Allergan, the reported price is based on the Unit price. Each Unit consists of one share of Allergan callable common stock and two Warrants, each exercisable for one Share. For purposes of this Schedule 13D, the per Share price has been derived by attributing all of the Unit price equally between the two related Shares. SCHEDULE B FARALLON CAPITAL INSTITUTIONAL PARTNERS, L.P. WARRANT-RELATED SHARE INFORMATION: NO. OF UNITS PRICE TRADE DATE PURCHASED PER UNIT (including commission) 03/03/97 5,600 $31.00 03/04/97 2,200 $31.12 Which Corresponds To NO. OF SHARES PRICE TRADE DATE PURCHASED PER SHARE (including commission) 03/03/97 11,200 $15.50 03/04/97 4,400 $15.56 SHORT SALE INFORMATION: NO. OF SHARES PRICE TRADE DATE SHORTED PER SHARE 02/27/97 2,000 $11.75 03/03/97 8,400 $12.25 03/04/97 2,200 $12.50 <1> As the Warrants currently trade as a Unit, together with shares of callable common stock of Allergan, the reported price is based on the Unit price. Each Unit consists of one share of Allergan callable common stock and two Warrants, each exercisable for one Share. For purposes of this Schedule 13D, the per Share price has been derived by attributing all of the Unit price equally between the two related Shares. PAGE SCHEDULE C FARALLON CAPITAL INSTITUTIONAL PARTNERS II, L.P. WARRANT-RELATED SHARE INFORMATION: NO. OF UNITS PRICE TRADE DATE PURCHASED PER UNIT (including commission) 03/03/97 1,600 $31.00 03/04/97 500 $31.12 Which Corresponds To NO. OF SHARES PRICE TRADE DATE PURCHASED PER SHARE <1> (including commission) 03/03/97 3,200 $15.50 03/04/97 1,000 $15.56 SHORT SALE INFORMATION: NO. OF SHARES PRICE TRADE DATE SHORTED PER SHARE 03/03/97 2,400 $12.25 03/04/97 500 $12.50 <1> As the Warrants currently trade as a Unit, together with shares of callable common stock of Allergan, the reported price is based on the Unit price. Each Unit consists of one share of Allergan callable common stock and two Warrants, each exercisable for one Share. For purposes of this Schedule 13D, the per Share price has been derived by attributing all of the Unit price equally between the two related Shares. SCHEDULE D FARALLON CAPITAL INSTITUTIONAL PARTNERS III, L.P. WARRANT-RELATED SHARE INFORMATION: NO. OF UNITS PRICE TRADE DATE PURCHASED PER UNIT (including commission) 03/03/97 400 $31.00 03/04/97 100 $31.12 Which Corresponds To NO. OF SHARES PRICE TRADE DATE PURCHASED PER SHARE <1> (including commission) 03/03/97 800 $15.50 03/04/97 200 $15.56 SHORT SALE INFORMATION: NO. OF SHARES PRICE TRADE DATE SHORTED PER SHARE 02/27/97 12,000 $11.75 03/03/97 600 $12.25 03/04/97 100 $12.50 <1> As the Warrants currently trade as a Unit, together with shares of callable common stock of Allergan, the reported price is based on the Unit price. Each Unit consists of one share of Allergan callable common stock and two Warrants, each exercisable for one Share. For purposes of this Schedule 13D, the per Share price has been derived by attributing all of the Unit price equally between the two related Shares. PAGE SCHEDULE E TINICUM PARTNERS, L.P. WARRANT-RELATED SHARE INFORMATION: NO. OF UNITS PRICE TRADE DATE PURCHASED PER UNIT (including commission) 03/03/94 800 $31.00 03/04/97 500 $31.12 Which Corresponds To NO. OF SHARES PRICE TRADE DATE PURCHASED PER SHARE <1> (including commission) 03/03/97 1,600 $15.50 03/04/97 1,000 $15.56 SHORT SALE INFORMATION: NO. OF SHARES PRICE TRADE DATE SHORTED PER SHARE 03/03/97 1,200 $12.25 03/04/97 500 $12.50 <1> As the Warrants currently trade as a Unit, together with shares of callable common stock of Allergan, the reported price is based on the Unit price. Each Unit consists of one share of Allergan callable common stock and two Warrants, each exercisable for one Share. For purposes of this Schedule 13D, the per Share price has been derived by attributing all of the Unit price equally between the two related Shares. PAGE SCHEDULE F FARALLON CAPITAL MANAGEMENT, L.L.C. WARRANT-RELATED SHARE INFORMATION: NO. OF UNITS PRICE TRADE DATE PURCHASED PER UNIT (including commission) 03/03/97 3,600 $31.00 03/04/97 2,600 $31.12 03/03/97 200 $31.00 03/04/97 100 $31.12 03/03/97 1,400 $31.00 03/04/97 500 $31.12 Which Corresponds To NO. OF SHARES PRICE TRADE DATE PURCHASED PER SHARE <1> (including commission) 03/03/97 7,200 $15.50 03/04/97 5,200 $15.56 03/03/97 400 $15.50 03/04/97 200 $15.56 03/03/97 2,800 $15.50 03/04/97 1,000 $15.56 SHORT SALE INFORMATION: NO. OF SHARES PRICE TRADE DATE SHORTED PER SHARE 03/03/97 5,400 $12.25 03/04/97 2,600 $12.50 03/03/97 300 $12.25 03/04/97 100 $12.50 03/03/97 2,100 $12.25 03/04/97 500 $12.50 <1> As the Warrants currently trade as a Unit, together with shares of callable common stock of Allergan, the reported price is based on the Unit price. Each Unit consists of one share of Allergan calable common stock and two Warrants, each exercisable for one Share. For purposes of this Schedule 13D, the per Share price has been derived by attributing all of the Unit price equally between the two related Shares. -----END PRIVACY-ENHANCED MESSAGE-----