-----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, N2lX5i15yfW7RdogcS/oeFeoBfy88b8Ao0oNzMciEx54BRi6gVpfRYO+mt0MO9WP qEvB0cFHqpblawwGakq1tw== 0001012168-99-000007.txt : 19990127 0001012168-99-000007.hdr.sgml : 19990127 ACCESSION NUMBER: 0001012168-99-000007 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990126 GROUP MEMBERS: ANDREW B. FREMDER GROUP MEMBERS: DAVID I. COHEN GROUP MEMBERS: ENRIQUE H. BOILINI GROUP MEMBERS: FARALLON CAPITAL INSTITUTIONAL PARTNERS II, L.P. GROUP MEMBERS: FARALLON CAPITAL INSTITUTIONAL PARTNERS III, L.P. GROUP MEMBERS: FARALLON CAPITAL INSTITUTIONAL PARTNERS, L.P. GROUP MEMBERS: FARALLON CAPITAL MANAGEMENT LLC /ADV GROUP MEMBERS: FARALLON CAPITAL PARTNERS, L.P. GROUP MEMBERS: FARALLON PARTNERS, L.L.C. GROUP MEMBERS: FLEUR E. FAIRMAN GROUP MEMBERS: JASON M. FISH GROUP MEMBERS: JOSEPH F. DOWNES GROUP MEMBERS: MERIDEE A. MOORE GROUP MEMBERS: RICHARD B. FRIED GROUP MEMBERS: STEPHEN L. MILLHAM GROUP MEMBERS: THOMAS F. STEYER GROUP MEMBERS: TINICUM PARTNERS, L.P. GROUP MEMBERS: WILLIAM F. DUHAMEL GROUP MEMBERS: WILLIAM F. MELLIN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AXOGEN LTD CENTRAL INDEX KEY: 0001026113 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-49831 FILM NUMBER: 99513284 BUSINESS ADDRESS: STREET 1: CONYERS DILL & PEARMAN CLARENDON HOUSE STREET 2: 2 CHURCH ST CITY: HAMILTON HM 11 BERMU STATE: D0 BUSINESS PHONE: 4412951422 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 SC 13D 1 SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. _________) (1) AXOGEN LIMITED (Name of Issuer) COMMON SHARES, PAR VALUE $.01 PER SHARE (Formerly Traded as Part of Axogen/Elan Units) (Title of Class of Securities) G0690R108 (formerly included under CUSIP 054614201) (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) JANUARY 19, 1999 (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 that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ]. Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. (Continued on following pages) Page 1 of 38 Pages Exhibit Index Found on Page 37 - ----------- 1 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 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). 13D =============================== CUSIP No. G0690R108 =============================== - ---------====================================================================== 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 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* N/A - ---------====================================================================== 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - ---------====================================================================== 6 CITIZENSHIP OR PLACE OF ORGANIZATION California - ----------------------========================================================= NUMBER OF 7 SOLE VOTING POWER SHARES -0- ------========================================================= BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 198,900 [See 11 below and the Preliminary Note.] ------========================================================= EACH 9 SOLE DISPOSITIVE POWER REPORTING -0- ------========================================================= PERSON WITH 10 SHARED DISPOSITIVE POWER 198,900 [See 11 below and the Preliminary Note.] - ----------------------========================================================= 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 198,900 [Reflects the separation of the Axogen Units into underlying Axogen Shares and Elan Warrants as described in the Preliminary Note herein. The Reporting Person's beneficial ownership in the Axogen Shares underlying the Units is the same as it was prior to separation. See the Schedule 13D filed by the Reporting Person with respect to the Axogen Units. See also the Preliminary Note.] - ---------====================================================================== 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ---------====================================================================== 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.8 %[Reflects the separation of the Axogen Units into underlying Axogen Shares and Elan Warrants as described in the Preliminary Note herein. The Reporting Person's beneficial ownership in the Axogen Shares underlying the Units is the same as it was prior to separation. See the Schedule 13D filed by the Reporting Person with respect to the Axogen Units. See also the Preliminary Note.] - ---------====================================================================== 14 TYPE OF REPORTING PERSON* PN - ---------====================================================================== *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 2 of 38 Pages 13D =============================== CUSIP No. G0690R108 =============================== - ---------====================================================================== 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 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* N/A - ---------====================================================================== 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - ---------====================================================================== 6 CITIZENSHIP OR PLACE OF ORGANIZATION California - ----------------------========================================================= NUMBER OF 7 SOLE VOTING POWER SHARES -0- ------========================================================= BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 204,011 [See 11 below and the Preliminary Note.] ------========================================================= EACH 9 SOLE DISPOSITIVE POWER REPORTING -0- ------========================================================= PERSON WITH 10 SHARED DISPOSITIVE POWER 204,011 [See 11 below and the Preliminary Note.] - ----------------------========================================================= 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 204,011 [Reflects the separation of the Axogen Units into underlying Axogen Shares and Elan Warrants as described in the Preliminary Note herein. The Reporting Person's beneficial ownership in the Axogen Shares underlying the Units is the same as it was prior to separation. See the Schedule 13D filed by the Reporting Person with respect to the Axogen Units. See also the Preliminary Note.] - ---------====================================================================== 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ---------====================================================================== 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.9 %[Reflects the separation of the Axogen Units into underlying Axogen Shares and Elan Warrants as described in the Preliminary Note herein. The Reporting Person's beneficial ownership in the Axogen Shares underlying the Units is the same as it was prior to separation. See the Schedule 13D filed by the Reporting Person with respect to the Axogen Units. See also the Preliminary Note.] - ---------====================================================================== 14 TYPE OF REPORTING PERSON* PN - ---------====================================================================== *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 3 of 38 Pages 13D =============================== CUSIP No. G0690R108 =============================== - ---------====================================================================== 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 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* N/A - ---------====================================================================== 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - ---------====================================================================== 6 CITIZENSHIP OR PLACE OF ORGANIZATION California - ----------------------========================================================= NUMBER OF 7 SOLE VOTING POWER SHARES -0- ------========================================================= BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 54,400 [See 11 below and the Preliminary Note.] ------========================================================= EACH 9 SOLE DISPOSITIVE POWER REPORTING -0- ------========================================================= PERSON WITH 10 SHARED DISPOSITIVE POWER 54,400 [See 11 below and the Preliminary Note.] - ----------------------========================================================= 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 54,400 [Reflects the separation of the Axogen Units into underlying Axogen Shares and Elan Warrants as described in the Preliminary Note herein. The Reporting Person's beneficial ownership in the Axogen Shares underlying the Units is the same as it was prior to separation. See the Schedule 13D filed by the Reporting Person with respect to the Axogen Units. See also the Preliminary Note.] - ---------====================================================================== 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ---------====================================================================== 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.0 %[Reflects the separation of the Axogen Units into underlying Axogen Shares and Elan Warrants as described in the Preliminary Note herein. The Reporting Person's beneficial ownership in the Axogen Shares underlying the Units is the same as it was prior to separation. See the Schedule 13D filed by the Reporting Person with respect to the Axogen Units. See also the Preliminary Note.] - ---------====================================================================== 14 TYPE OF REPORTING PERSON* PN - ---------====================================================================== *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 4 of 38 Pages 13D =============================== CUSIP No. G0690R108 =============================== - ---------====================================================================== 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 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* N/A - ---------====================================================================== 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - ---------====================================================================== 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ----------------------========================================================= NUMBER OF 7 SOLE VOTING POWER SHARES -0- ------========================================================= BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 25,889 [See 11 below and the Preliminary Note.] ------========================================================= EACH 9 SOLE DISPOSITIVE POWER REPORTING -0- ------========================================================= PERSON WITH 10 SHARED DISPOSITIVE POWER 25,889 [See 11 below and the Preliminary Note.] - ----------------------========================================================= 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 25,889 [Reflects the separation of the Axogen Units into underlying Axogen Shares and Elan Warrants as described in the Preliminary Note herein. The Reporting Person's beneficial ownership in the Axogen Shares underlying the Units is the same as it was prior to separation. See the Schedule 13D filed by the Reporting Person with respect to the Axogen Units. See also the Preliminary Note.] - ---------====================================================================== 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ---------====================================================================== 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.5 %[Reflects the separation of the Axogen Units into underlying Axogen Shares and Elan Warrants as described in the Preliminary Note herein. The Reporting Person's beneficial ownership in the Axogen Shares underlying the Units is the same as it was prior to separation. See the Schedule 13D filed by the Reporting Person with respect to the Axogen Units. See also the Preliminary Note.] - ---------====================================================================== 14 TYPE OF REPORTING PERSON* PN - ---------====================================================================== *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 5 of 38 Pages 13D =============================== CUSIP No. G0690R108 =============================== - ---------====================================================================== 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 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* N/A - ---------====================================================================== 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - ---------====================================================================== 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York - ----------------------========================================================= NUMBER OF 7 SOLE VOTING POWER SHARES -0- ------========================================================= BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 18,900 [See 11 below and the Preliminary Note.] ------========================================================= EACH 9 SOLE DISPOSITIVE POWER REPORTING -0- ------========================================================= PERSON WITH 10 SHARED DISPOSITIVE POWER 18,900 [See 11 below and the Preliminary Note.] - ----------------------========================================================= 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,900 [Reflects the separation of the Axogen Units into underlying Axogen Shares and Elan Warrants as described in the Preliminary Note herein. The Reporting Person's beneficial ownership in the Axogen Shares underlying the Units is the same as it was prior to separation. See the Schedule 13D filed by the Reporting Person with respect to the Axogen Units. See also the Preliminary Note.] - ---------====================================================================== 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ---------====================================================================== 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.4 %[Reflects the separation of the Axogen Units into underlying Axogen Shares and Elan Warrants as described in the Preliminary Note herein. The Reporting Person's beneficial ownership in the Axogen Shares underlying the Units is the same as it was prior to separation. See the Schedule 13D filed by the Reporting Person with respect to the Axogen Units. See also the Preliminary Note.] - ---------====================================================================== 14 TYPE OF REPORTING PERSON* PN - ---------====================================================================== *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 6 of 38 Pages 13D =============================== CUSIP No. G0690R108 =============================== - ---------====================================================================== 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 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* N/A - ---------====================================================================== 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - ---------====================================================================== 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ----------------------========================================================= NUMBER OF 7 SOLE VOTING POWER SHARES -0- ------========================================================= BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 248,600 [See 11 below and the Preliminary Note.] ------========================================================= EACH 9 SOLE DISPOSITIVE POWER REPORTING -0- ------========================================================= PERSON WITH 10 SHARED DISPOSITIVE POWER 248,600 [See 11 below and the Preliminary Note.] - ----------------------========================================================= 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 248,600 [Reflects the separation of the Axogen Units into underlying Axogen Shares and Elan Warrants as described in the Preliminary Note herein. The Reporting Person's deemed beneficial ownership in the Axogen Shares underlying the Units is the same as it was prior to separation. See the Schedule 13D filed by the Reporting Person with respect to the Axogen Units. See also the Preliminary Note.] - ---------====================================================================== 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ---------====================================================================== 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.7 %[Reflects the separation of the Axogen Units into underlying Axogen Shares and Elan Warrants as described in the Preliminary Note herein. The Reporting Person's deemed beneficial ownership in the Axogen Shares underlying the Units is the same as it was prior to separation. See the Schedule 13D filed by the Reporting Person with respect to the Axogen Units. See also the Preliminary Note.] - ---------====================================================================== 14 TYPE OF REPORTING PERSON* IA, OO - ---------====================================================================== *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 7 of 38 Pages 13D =============================== CUSIP No. G0690R108 =============================== - ---------====================================================================== 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 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* N/A - ---------====================================================================== 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - ---------====================================================================== 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ----------------------========================================================= NUMBER OF 7 SOLE VOTING POWER SHARES -0- ------========================================================= BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 502,100 [See 11 below and the Preliminary Note.] ------========================================================= EACH 9 SOLE DISPOSITIVE POWER REPORTING -0- ------========================================================= PERSON WITH 10 SHARED DISPOSITIVE POWER 502,100 [See 11 below and the Preliminary Note.] - ----------------------========================================================= 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 502,100 [Reflects the separation of the Axogen Units into underlying Axogen Shares and Elan Warrants as described in the Preliminary Note herein. The Reporting Person's deemed beneficial ownership in the Axogen Shares underlying the Units is the same as it was prior to separation. See the Schedule 13D filed by the Reporting Person with respect to the Axogen Units. See also the Preliminary Note.] - ---------====================================================================== 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ---------====================================================================== 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.5 %[Reflects the separation of the Axogen Units into underlying Axogen Shares and Elan Warrants as described in the Preliminary Note herein. The Reporting Person's deemed beneficial ownership in the Axogen Shares underlying the Units is the same as it was prior to separation. See the Schedule 13D filed by the Reporting Person with respect to the Axogen Units. See also the Preliminary Note.] - ---------====================================================================== 14 TYPE OF REPORTING PERSON* OO - ---------====================================================================== *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 8 of 38 Pages 13D =============================== CUSIP No. G0690R108 =============================== - ---------====================================================================== 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 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* N/A - ---------====================================================================== 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - ---------====================================================================== 6 CITIZENSHIP OR PLACE OF ORGANIZATION Argentina - ----------------------========================================================= NUMBER OF 7 SOLE VOTING POWER SHARES -0- ------========================================================= BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 750,700 [See 11 below and the Preliminary Note.] ------========================================================= EACH 9 SOLE DISPOSITIVE POWER REPORTING -0- ------========================================================= PERSON WITH 10 SHARED DISPOSITIVE POWER 750,700 [See 11 below and the Preliminary Note.] - ----------------------========================================================= 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 750,700 [Reflects the separation of the Axogen Units into underlying Axogen Shares and Elan Warrants as described in the Preliminary Note herein. The Reporting Person's deemed beneficial ownership in the Axogen Shares underlying the Units is the same as it was prior to separation. See the Schedule 13D filed by the Reporting Person with respect to the Axogen Units. See also the Preliminary Note.] - ---------====================================================================== 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ---------====================================================================== 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.2 %[Reflects the separation of the Axogen Units into underlying Axogen Shares and Elan Warrants as described in the Preliminary Note herein. The Reporting Person's deemed beneficial ownership in the Axogen Shares underlying the Units is the same as it was prior to separation. See the Schedule 13D filed by the Reporting Person with respect to the Axogen Units. See also the Preliminary Note.] - ---------====================================================================== 14 TYPE OF REPORTING PERSON* IN - ---------====================================================================== *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 9 of 38 Pages 13D =============================== CUSIP No. G0690R108 =============================== - ---------====================================================================== 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 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* N/A - ---------====================================================================== 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - ---------====================================================================== 6 CITIZENSHIP OR PLACE OF ORGANIZATION South Africa - ----------------------========================================================= NUMBER OF 7 SOLE VOTING POWER SHARES -0- ------========================================================= BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 750,700 [See 11 below and the Preliminary Note.] ------========================================================= EACH 9 SOLE DISPOSITIVE POWER REPORTING -0- ------========================================================= PERSON WITH 10 SHARED DISPOSITIVE POWER 750,700 [See 11 below and the Preliminary Note.] - ----------------------========================================================= 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 750,700 [Reflects the separation of the Axogen Units into underlying Axogen Shares and Elan Warrants as described in the Preliminary Note herein. The Reporting Person's deemed beneficial ownership in the Axogen Shares underlying the Units is the same as it was prior to separation. See the Schedule 13D filed by the Reporting Person with respect to the Axogen Units. See also the Preliminary Note.] - ---------====================================================================== 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ---------====================================================================== 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.2 %[Reflects the separation of the Axogen Units into underlying Axogen Shares and Elan Warrants as described in the Preliminary Note herein. The Reporting Person's deemed beneficial ownership in the Axogen Shares underlying the Units is the same as it was prior to separation. See the Schedule 13D filed by the Reporting Person with respect to the Axogen Units. See also the Preliminary Note.] - ---------====================================================================== 14 TYPE OF REPORTING PERSON* IN - ---------====================================================================== *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 10 of 38 Pages 13D =============================== CUSIP No. G0690R108 =============================== - ---------====================================================================== 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 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* N/A - ---------====================================================================== 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - ---------====================================================================== 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - ----------------------========================================================= NUMBER OF 7 SOLE VOTING POWER SHARES -0- ------========================================================= BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 750,700 [See 11 below and the Preliminary Note.] ------========================================================= EACH 9 SOLE DISPOSITIVE POWER REPORTING -0- ------========================================================= PERSON WITH 10 SHARED DISPOSITIVE POWER 750,700 [See 11 below and the Preliminary Note.] - ----------------------========================================================= 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 750,700 [Reflects the separation of the Axogen Units into underlying Axogen Shares and Elan Warrants as described in the Preliminary Note herein. The Reporting Person's deemed beneficial ownership in the Axogen Shares underlying the Units is the same as it was prior to separation. See the Schedule 13D filed by the Reporting Person with respect to the Axogen Units. See also the Preliminary Note.] - ---------====================================================================== 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ---------====================================================================== 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.2 %[Reflects the separation of the Axogen Units into underlying Axogen Shares and Elan Warrants as described in the Preliminary Note herein. The Reporting Person's deemed beneficial ownership in the Axogen Shares underlying the Units is the same as it was prior to separation. See the Schedule 13D filed by the Reporting Person with respect to the Axogen Units. See also the Preliminary Note.] - ---------====================================================================== 14 TYPE OF REPORTING PERSON* IN - ---------====================================================================== *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 11 of 38 Pages 13D =============================== CUSIP No. G0690R108 =============================== - ---------====================================================================== 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) William F. Duhamel - ---------====================================================================== 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ X ] - ---------====================================================================== 3 SEC USE ONLY - ---------====================================================================== 4 SOURCE OF FUNDS* N/A - ---------====================================================================== 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - ---------====================================================================== 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - ----------------------========================================================= NUMBER OF 7 SOLE VOTING POWER SHARES -0- ------========================================================= BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 750,700 [See 11 below and the Preliminary Note.] ------========================================================= EACH 9 SOLE DISPOSITIVE POWER REPORTING -0- ------========================================================= PERSON WITH 10 SHARED DISPOSITIVE POWER 750,700 [See 11 below and the Preliminary Note.] - ----------------------========================================================= 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 750,700 [Reflects the separation of the Axogen Units into underlying Axogen Shares and Elan Warrants as described in the Preliminary Note herein. The Reporting Person's deemed beneficial ownership in the Axogen Shares underlying the Units is the same as it was prior to separation. See the Schedule 13D filed by the Reporting Person with respect to the Axogen Units. See also the Preliminary Note.] - ---------====================================================================== 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ---------====================================================================== 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.2 %[Reflects the separation of the Axogen Units into underlying Axogen Shares and Elan Warrants as described in the Preliminary Note herein. The Reporting Person's deemed beneficial ownership in the Axogen Shares underlying the Units is the same as it was prior to separation. See the Schedule 13D filed by the Reporting Person with respect to the Axogen Units. See also the Preliminary Note.] - ---------====================================================================== 14 TYPE OF REPORTING PERSON* IN - ---------====================================================================== *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 12 of 38 Pages 13D =============================== CUSIP No. G0690R108 =============================== - ---------====================================================================== 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 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* N/A - ---------====================================================================== 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - ---------====================================================================== 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - ----------------------========================================================= NUMBER OF 7 SOLE VOTING POWER SHARES -0- ------========================================================= BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 502,100 [See 11 below and the Preliminary Note.] ------========================================================= EACH 9 SOLE DISPOSITIVE POWER REPORTING -0- ------========================================================= PERSON WITH 10 SHARED DISPOSITIVE POWER 502,100 [See 11 below and the Preliminary Note.] - ----------------------========================================================= 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 502,100 [Reflects the separation of the Axogen Units into underlying Axogen Shares and Elan Warrants as described in the Preliminary Note herein. The Reporting Person's deemed beneficial ownership in the Axogen Shares underlying the Units is the same as it was prior to separation. See the Schedule 13D filed by the Reporting Person with respect to the Axogen Units. See also the Preliminary Note.] - ---------====================================================================== 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ---------====================================================================== 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.5 %[Reflects the separation of the Axogen Units into underlying Axogen Shares and Elan Warrants as described in the Preliminary Note herein. The Reporting Person's deemed beneficial ownership in the Axogen Shares underlying the Units is the same as it was prior to separation. See the Schedule 13D filed by the Reporting Person with respect to the Axogen Units. See also the Preliminary Note.] - ---------====================================================================== 14 TYPE OF REPORTING PERSON* IN - ---------====================================================================== *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 13 of 38 Pages 13D =============================== CUSIP No. G0690R108 =============================== - ---------====================================================================== 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 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* N/A - ---------====================================================================== 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - ---------====================================================================== 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - ----------------------========================================================= NUMBER OF 7 SOLE VOTING POWER SHARES -0- ------========================================================= BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 750,700 [See 11 below and the Preliminary Note.] ------========================================================= EACH 9 SOLE DISPOSITIVE POWER REPORTING -0- ------========================================================= PERSON WITH 10 SHARED DISPOSITIVE POWER 750,700 [See 11 below and the Preliminary Note.] - ----------------------========================================================= 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 750,700 [Reflects the separation of the Axogen Units into underlying Axogen Shares and Elan Warrants as described in the Preliminary Note herein. The Reporting Person's deemed beneficial ownership in the Axogen Shares underlying the Units is the same as it was prior to separation. See the Schedule 13D filed by the Reporting Person with respect to the Axogen Units. See also the Preliminary Note.] - ---------====================================================================== 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ---------====================================================================== 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.2 %[Reflects the separation of the Axogen Units into underlying Axogen Shares and Elan Warrants as described in the Preliminary Note herein. The Reporting Person's deemed beneficial ownership in the Axogen Shares underlying the Units is the same as it was prior to separation. See the Schedule 13D filed by the Reporting Person with respect to the Axogen Units. See also the Preliminary Note.] - ---------====================================================================== 14 TYPE OF REPORTING PERSON* IN - ---------====================================================================== *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 14 of 38 Pages 13D =============================== CUSIP No. G0690R108 =============================== - ---------====================================================================== 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 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* N/A - ---------====================================================================== 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - ---------====================================================================== 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - ----------------------========================================================= NUMBER OF 7 SOLE VOTING POWER SHARES -0- ------========================================================= BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 750,700 [See 11 below and the Preliminary Note.] ------========================================================= EACH 9 SOLE DISPOSITIVE POWER REPORTING -0- ------========================================================= PERSON WITH 10 SHARED DISPOSITIVE POWER 750,700 [See 11 below and the Preliminary Note.] - ----------------------========================================================= 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 750,700 [Reflects the separation of the Axogen Units into underlying Axogen Shares and Elan Warrants as described in the Preliminary Note herein. The Reporting Person's deemed beneficial ownership in the Axogen Shares underlying the Units is the same as it was prior to separation. See the Schedule 13D filed by the Reporting Person with respect to the Axogen Units. See also the Preliminary Note.] - ---------====================================================================== 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ---------====================================================================== 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.2 %[Reflects the separation of the Axogen Units into underlying Axogen Shares and Elan Warrants as described in the Preliminary Note herein. The Reporting Person's deemed beneficial ownership in the Axogen Shares underlying the Units is the same as it was prior to separation. See the Schedule 13D filed by the Reporting Person with respect to the Axogen Units. See also the Preliminary Note.] - ---------====================================================================== 14 TYPE OF REPORTING PERSON* IN - ---------====================================================================== *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 15 of 38 Pages 13D =============================== CUSIP No. G0690R108 =============================== - ---------====================================================================== 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Richard B. Fried - ---------====================================================================== 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ X ] - ---------====================================================================== 3 SEC USE ONLY - ---------====================================================================== 4 SOURCE OF FUNDS* N/A - ---------====================================================================== 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - ---------====================================================================== 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - ----------------------========================================================= NUMBER OF 7 SOLE VOTING POWER SHARES -0- ------========================================================= BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 750,700 [See 11 below and the Preliminary Note.] ------========================================================= EACH 9 SOLE DISPOSITIVE POWER REPORTING -0- ------========================================================= PERSON WITH 10 SHARED DISPOSITIVE POWER 750,700 [See 11 below and the Preliminary Note.] - ----------------------========================================================= 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 750,700 [Reflects the separation of the Axogen Units into underlying Axogen Shares and Elan Warrants as described in the Preliminary Note herein. The Reporting Person's deemed beneficial ownership in the Axogen Shares underlying the Units is the same as it was prior to separation. See the Schedule 13D filed by the Reporting Person with respect to the Axogen Units. See also the Preliminary Note.] - ---------====================================================================== 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ---------====================================================================== 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.2 %[Reflects the separation of the Axogen Units into underlying Axogen Shares and Elan Warrants as described in the Preliminary Note herein. The Reporting Person's deemed beneficial ownership in the Axogen Shares underlying the Units is the same as it was prior to separation. See the Schedule 13D filed by the Reporting Person with respect to the Axogen Units. See also the Preliminary Note.] - ---------====================================================================== 14 TYPE OF REPORTING PERSON* IN - ---------====================================================================== *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 16 of 38 Pages 13D =============================== CUSIP No. G0690R108 =============================== - ---------====================================================================== 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 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* N/A - ---------====================================================================== 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - ---------====================================================================== 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - ----------------------========================================================= NUMBER OF 7 SOLE VOTING POWER SHARES -0- ------========================================================= BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 750,700 [See 11 below and the Preliminary Note.] ------========================================================= EACH 9 SOLE DISPOSITIVE POWER REPORTING -0- ------========================================================= PERSON WITH 10 SHARED DISPOSITIVE POWER 750,700 [See 11 below and the Preliminary Note.] - ----------------------========================================================= 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 750,700 [Reflects the separation of the Axogen Units into underlying Axogen Shares and Elan Warrants as described in the Preliminary Note herein. The Reporting Person's deemed beneficial ownership in the Axogen Shares underlying the Units is the same as it was prior to separation. See the Schedule 13D filed by the Reporting Person with respect to the Axogen Units. See also the Preliminary Note.] - ---------====================================================================== 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ---------====================================================================== 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.2 %[Reflects the separation of the Axogen Units into underlying Axogen Shares and Elan Warrants as described in the Preliminary Note herein. The Reporting Person's deemed beneficial ownership in the Axogen Shares underlying the Units is the same as it was prior to separation. See the Schedule 13D filed by the Reporting Person with respect to the Axogen Units. See also the Preliminary Note.] - ---------====================================================================== 14 TYPE OF REPORTING PERSON* IN - ---------====================================================================== *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 17 of 38 Pages 13D =============================== CUSIP No. G0690R108 =============================== - ---------====================================================================== 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 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* N/A - ---------====================================================================== 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - ---------====================================================================== 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - ----------------------========================================================= NUMBER OF 7 SOLE VOTING POWER SHARES -0- ------========================================================= BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 750,700 [See 11 below and the Preliminary Note.] ------========================================================= EACH 9 SOLE DISPOSITIVE POWER REPORTING -0- ------========================================================= PERSON WITH 10 SHARED DISPOSITIVE POWER 750,700 [See 11 below and the Preliminary Note.] - ----------------------========================================================= 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 750,700 [Reflects the separation of the Axogen Units into underlying Axogen Shares and Elan Warrants as described in the Preliminary Note herein. The Reporting Person's deemed beneficial ownership in the Axogen Shares underlying the Units is the same as it was prior to separation. See the Schedule 13D filed by the Reporting Person with respect to the Axogen Units. See also the Preliminary Note.] - ---------====================================================================== 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ---------====================================================================== 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.2 %[Reflects the separation of the Axogen Units into underlying Axogen Shares and Elan Warrants as described in the Preliminary Note herein. The Reporting Person's deemed beneficial ownership in the Axogen Shares underlying the Units is the same as it was prior to separation. See the Schedule 13D filed by the Reporting Person with respect to the Axogen Units. See also the Preliminary Note.] - ---------====================================================================== 14 TYPE OF REPORTING PERSON* IN - ---------====================================================================== *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 18 of 38 Pages 13D =============================== CUSIP No. G0690R108 =============================== - ---------====================================================================== 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 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* N/A - ---------====================================================================== 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - ---------====================================================================== 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - ----------------------========================================================= NUMBER OF 7 SOLE VOTING POWER SHARES -0- ------========================================================= BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 750,700 [See 11 below and the Preliminary Note.] ------========================================================= EACH 9 SOLE DISPOSITIVE POWER REPORTING -0- ------========================================================= PERSON WITH 10 SHARED DISPOSITIVE POWER 750,700 [See 11 below and the Preliminary Note.] - ----------------------========================================================= 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 750,700 [Reflects the separation of the Axogen Units into underlying Axogen Shares and Elan Warrants as described in the Preliminary Note herein. The Reporting Person's deemed beneficial ownership in the Axogen Shares underlying the Units is the same as it was prior to separation. See the Schedule 13D filed by the Reporting Person with respect to the Axogen Units. See also the Preliminary Note.] - ---------====================================================================== 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ---------====================================================================== 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.2 %[Reflects the separation of the Axogen Units into underlying Axogen Shares and Elan Warrants as described in the Preliminary Note herein. The Reporting Person's deemed beneficial ownership in the Axogen Shares underlying the Units is the same as it was prior to separation. See the Schedule 13D filed by the Reporting Person with respect to the Axogen Units. See also the Preliminary Note.] - ---------====================================================================== 14 TYPE OF REPORTING PERSON* IN - ---------====================================================================== *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 19 of 38 Pages 13D =============================== CUSIP No. G0690R108 =============================== - ---------====================================================================== 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 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* N/A - ---------====================================================================== 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - ---------====================================================================== 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - ----------------------========================================================= NUMBER OF 7 SOLE VOTING POWER SHARES -0- ------========================================================= BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 750,700 [See 11 below and the Preliminary Note.] ------========================================================= EACH 9 SOLE DISPOSITIVE POWER REPORTING -0- ------========================================================= PERSON WITH 10 SHARED DISPOSITIVE POWER 750,700 [See 11 below and the Preliminary Note.] - ----------------------========================================================= 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 750,700 [Reflects the separation of the Axogen Units into underlying Axogen Shares and Elan Warrants as described in the Preliminary Note herein. The Reporting Person's deemed beneficial ownership in the Axogen Shares underlying the Units is the same as it was prior to separation. See the Schedule 13D filed by the Reporting Person with respect to the Axogen Units. See also the Preliminary Note.] - ---------====================================================================== 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ---------====================================================================== 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.2 %[Reflects the separation of the Axogen Units into underlying Axogen Shares and Elan Warrants as described in the Preliminary Note herein. The Reporting Person's deemed beneficial ownership in the Axogen Shares underlying the Units is the same as it was prior to separation. See the Schedule 13D filed by the Reporting Person with respect to the Axogen Units. See also the Preliminary Note.] - ---------====================================================================== 14 TYPE OF REPORTING PERSON* IN - ---------====================================================================== *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 20 of 38 Pages Preliminary Note. On January 4, 1999 (the "Separation Date"), the Units of Axogen Limited (the "Units"), each composed of one Common Share, par value $.01 per share, of Axogen Limited (the "Shares") and one warrant, represented by one American Depositary Share, evidenced by one American Depositary Receipt, to purchase one Ordinary Share, par value 4 Irish pence, of Elan Corporation, plc, represented by one American Depositary Share, evidenced by one American Depositary Receipt (the "Warrants"), separated. As a result of the separation, the component Shares and Warrants began trading independently and the Units have ceased to exist. This Schedule 13D is being filed to report beneficial ownership of the Shares (as opposed to the Units) as a result of the separation of the Shares from the Units. There have been no transactions in the Shares by any of the Reporting Persons (as defined below) since the Separation Date. Prior to the Separation Date, the Reporting Persons had reported beneficial ownership of the Units on a Schedule 13D which was most recently amended on or about January 26, 1999. Item 1. Security and Issuer. This statement relates to the Common Shares, par value $.01 per share, of Axogen Limited (the "Company"). The Company's principal offices are located at 102 St. James Court, Flatts, Smiths, FL 04 Bermuda. 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 California 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 Page 21 of 38 Pages York limited partnership ("Tinicum"; collectively with FCP, FCIP, FCIP II and FCIP III, the "Partnerships"), with respect to the Shares held by it; (vi) Farallon Capital Management, L.L.C., a Delaware limited liability company ("FCMLLC"), with respect to the Shares held by Farallon Capital Offshore Investors, Inc., a British Virgin Islands corporation ("Offshore"), and certain other accounts managed by FCMLLC (together with Offshore, the "Managed Accounts"1); (vii) Farallon Partners, L.L.C., a Delaware limited liability company ("FPLLC"), with respect to the Shares held by each of the Partnerships; (viii) each of Enrique H. Boilini ("Boilini"), David I. Cohen ("Cohen"), Joseph F. Downes ("Downes"), William F. Duhamel ("Duhamel"), Jason M. Fish ("Fish"), Andrew B. Fremder ("Fremder"), Richard B. Fried ("Fried"), 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 Partnerships and the Managed Accounts; and (ix) Fleur E. Fairman ("Fairman") with respect to the Shares held by each of the Partnerships (FCP, FCIP, FCIP II, FCIP III, Tinicum, FCMLLC, FPLLC, Boilini, Cohen, Downes, Duhamel, Fairman, Fish, Fremder, Fried, Mellin, Millham, Moore and Steyer shall collectively be referred to hereafter as the "Reporting Persons"). The name, address, principal business, citizenship or 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 the Partnerships are owned directly by the Partnerships and those reported by FCMLLC on behalf of the Managed Accounts are owned directly by the Managed Accounts. Each of Boilini, Cohen, Downes, Duhamel, Fish, Fremder, Fried, Mellin, Millham, Moore and Steyer may be deemed, as a managing member of FPLLC and FCMLLC, to be the - ----------- 2 Of the Shares reported by FCMLLC on behalf of the Managed Accounts, 12,800 Shares (equal to approximately 0.2 % of the total Shares currently outstanding) are held by The Absolute Return Fund of The Common Fund, a non-profit corporation whose principal address is 450 Post Road East, Westport, Connecticut 06881. Page 22 of 38 Pages 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 owned by the Partnerships. 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, Duhamel, Fairman, Fish, Fremder, Fried, Mellin, Millham, Moore and Steyer hereby disclaims any beneficial ownership of any such Shares. (b) The address of the principal business and principal office of (i) the Partnerships, FCMLLC and FPLLC is One Maritime Plaza, Suite 1325, San Francisco, California 94111, and (ii) Offshore is Craigmuir Chambers, P.O. Box 71, 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 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. As stated in the Preliminary Note, this Schedule 13D is being filed solely to reflect the separation of the Shares from the Units on the Separation Date. The net investment costs (including Page 23 of 38 Pages commissions) for all Units acquired by the Reporting Persons has been reported in the Schedule 13D, as amended, filed by the Reporting Persons with respect to the Units. As stated therein, for purposes of such filings, 100% of the net Unit price for each Unit was attributed to the underlying Share. For further information regarding the net investment costs (including commissions) of such Units (and corresponding Shares), see the Schedule 13D, as amended, filed by the Reporting Persons with respect to the Units. Item 4. Purpose of the Transaction. 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. Also, consistent with their investment intent, 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. 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. Page 24 of 38 Pages Item 5. Interest in Securities of the Issuer. Item 5 of the 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 as well as Footnote Two hereto is calculated based upon the 5,290,000 Shares outstanding as of January 20, 1999, as reported by the Company. (c) As stated in the Preliminary Note, there have been no transactions in the Shares since the Separation Date. (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, Duhamel, Fairman, Fish, Fremder, Fried, Mellin, Millham and Moore are managing members of FPLLC. (e) Not applicable. B. Farallon Capital Institutional Partners, L.P. (a),(b) The information set forth in Rows 7, 8, 9, 10, 11 and 13 of the cover page hereto for FCIP is incorporated herein by reference. (c) As stated in the Preliminary Note, there have been no transactions in the Shares since the Separation Date. (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, Duhamel, Fairman, Fish, Fremder, Fried, 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) As stated in the Preliminary Note, there have been no transactions in the Shares since the Separation Date. Page 25 of 38 Pages (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, Duhamel, Fairman, Fish, Fremder, Fried, 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. (c) As stated in the Preliminary Note, there have been no transactions in the Shares since the Separation Date. (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, Duhamel, Fairman, Fish, Fremder, Fried, 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) As stated in the Preliminary Note, there have been no transactions in the Shares since the Separation Date. (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, Duhamel, Fairman, Fish, Fremder, Fried, 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) As stated in the Preliminary Note, there have been no transactions in the Shares since the Separation Date. Page 26 of 38 Pages (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, Duhamel, Fish, Fremder, Fried, Mellin, Millham 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. (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, Duhamel, Fairman, Fish, Fremder, Fried, 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. Page 27 of 38 Pages (d) FPLLC as General Partner has the power to direct the affairs of the Partnerships, including the disposition of the proceeds of the sale of the Shares. FCMLLC, as an investment adviser, has the power to direct the disposition of the proceeds of the sale of the Shares held by the Managed Accounts. Cohen is a managing member of FCMLLC and FPLLC. (e) Not applicable. 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. William F. Duhamel (a),(b) The information set forth in Rows 7, 8, 9, 10, 11 and 13 of the cover page hereto for Duhamel 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. Duhamel is a managing member of FCMLLC and FPLLC. (e) Not applicable. L. Fleur E. Fairman (a),(b) The information set forth in Rows 7, 8, 9, 10, 11 and 13 of the cover page hereto for Fairman is incorporated herein by reference. (c) None. Page 28 of 38 Pages (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. M. Jason M. Fish (a),(b) The information set forth in Rows 7, 8, 9, 10, 11 and 13 of the cover page hereto for Fish is incorporated herein by reference. (c) None. (d) FPLLC as General Partner has the power to direct the affairs of the Partnerships, including the disposition of the proceeds 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. N. 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. O. Richard B. Fried (a),(b) The information set forth in Rows 7, 8, 9, 10, 11 and 13 of the cover page hereto for Fried 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 Page 29 of 38 Pages of the proceeds of the sale of the Shares held by the Managed Accounts. Fried is a managing member of FCMLLC and FPLLC. (e) Not applicable. P. 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. Q. Stephen L. Millham (a),(b) The information set forth in Rows 7, 8, 9, 10, 11 and 13 of the cover page hereto for Millham is incorporated herein by reference. (c) None. (d) FPLLC as General Partner has the power to direct the affairs of the Partnerships, including the disposition of the proceeds of the sale of the Shares. FCMLLC, as an investment adviser, has the power to direct the disposition of the proceeds of the sale of the Shares held by the Managed Accounts. Millham is a managing member of FCMLLC and FPLLC. (e) Not applicable. R. 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. Page 30 of 38 Pages (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. S. Thomas F. Steyer (a),(b) The information set forth in Rows 7, 8, 9, 10, 11 and 13 of the cover page hereto for Steyer is incorporated herein by reference. (c) None. (d) FPLLC as General Partner has the power to direct the affairs of the Partnerships, including the disposition of the proceeds of the sale of the Shares. FCMLLC, as an investment adviser, has the power to direct the disposition of the proceeds of the sale of the Shares held by the Managed Accounts. Steyer is the senior managing member of FCMLLC and FPLLC. (e) Not applicable. The Shares reported hereby for the Partnerships are owned directly by the Partnerships and those reported by FCMLLC on behalf of the Managed Accounts are owned directly by the Managed Accounts. Each of Boilini, Cohen, Downes, Duhamel, Fish, Fremder, Fried, Mellin, Millham, Moore and Steyer may be deemed, as a managing member 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 owned by the Partnerships. 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, Duhamel, Fairman, Fish, Fremder, Fried, Mellin, Millham, Moore and Steyer hereby disclaims any beneficial ownership of any such Shares. Page 31 of 38 Pages Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. 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 securities 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. Page 32 of 38 Pages SIGNATURES After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Dated: January 26, 1999 /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, William F. Duhamel, Fleur E. Fairman, Jason M. Fish, Andrew B. Fremder, Richard B. Fried, William F. Mellin, Stephen L. Millham, and Meridee A. Moore. The Powers of Attorney executed by Boilini, Cohen, Downes, Fairman, Fish, Fremder, Mellin, Millham and Moore authorizing Steyer to sign and file this Schedule 13D on each person's behalf, which were filed with Amendment No. 1 to the Schedule 13D filed with the Securities and Exchange Commission on September 26, 1997, by such Reporting Persons with respect to the Common Stock of Sphere Drake Holdings Limited, are hereby incorporated by reference. The Powers of Attorney executed by Duhamel and Fried authorizing Steyer to sign and file this Schedule 13D on each person's behalf, which were filed with Amendment No. 1 to the Schedule 13G filed with the Securities and Exchange Commission on January 13, 1999, by such Reporting Persons with respect to the Callable Class A Common Shares of CliniChem Development Inc., are hereby incorporated by reference. Page 33 of 38 Pages 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, California 94111 (c) Serves as investment adviser to various managed accounts (d) Delaware limited liability company (e) Managing Members: Thomas F. Steyer, Senior Managing Member; Enrique H. Boilini, David I. Cohen, Joseph F. Downes, William F. Duhamel, Jason M. Fish, Andrew B. Fremder, Richard B. Fried, 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, California 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 F. Downes, William F. Duhamel, Fleur E. Fairman, Jason M. Fish, Andrew B. Fremder, Richard B. Fried, 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, Connecticut 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, California 94111 (c) Managing Member of Farallon Partners, L.L.C.; Managing Member of Farallon Capital Management, L.L.C. (d) South African Citizen Page 34 of 38 Pages 5. (a) Joseph F. Downes (b) c/o Farallon Capital Management, L.L.C. One Maritime Plaza, Suite 1325 San Francisco, California 94111 (c) Managing Member of Farallon Partners, L.L.C.; Managing Member of Farallon Capital Management, L.L.C. (d) United States Citizen 6. (a) William F. Duhamel (b) c/o Farallon Capital Management, L.L.C. One Maritime Plaza, Suite 1325 San Francisco, California 94111 (c) Managing Member of Farallon Partners, L.L.C.; Managing Member of Farallon Capital Management, L.L.C. (d) United States Citizen 7. (a) Fleur E. Fairman (b) c/o Farallon Capital Management, L.L.C. One Maritime Plaza, Suite 1325 San Francisco, California 94111 (c) Managing Member of Farallon Partners, L.L.C. (d) United States Citizen 8. (a) Jason M. Fish (b) c/o Farallon Capital Management, L.L.C. One Maritime Plaza, Suite 1325 San Francisco, California 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) Andrew B. Fremder (b) c/o Farallon Capital Management, L.L.C. One Maritime Plaza, Suite 1325 San Francisco, California 94111 (c) Managing Member of Farallon Partners, L.L.C.; Managing Member of Farallon Capital Management, L.L.C. (d) United States Citizen 10. (a) Richard B. Fried (b) c/o Farallon Capital Management, L.L.C. One Maritime Plaza, Suite 1325 San Francisco, California 94111 (c) Managing Member of Farallon Partners, L.L.C.; Managing Member of Farallon Capital Management, L.L.C. (d) United States Citizen Page 35 of 38 Pages 11. (a) William F. Mellin (b) c/o Farallon Capital Management, L.L.C. One Maritime Plaza, Suite 1325 San Francisco, California 94111 (c) Managing Member of Farallon Partners, L.L.C.; Managing Member of Farallon Capital Management, L.L.C. (d) United States Citizen 12. (a) Stephen L. Millham (b) c/o Farallon Capital Management, L.L.C. One Maritime Plaza, Suite 1325 San Francisco, California 94111 (c) Managing Member of Farallon Partners, L.L.C.; Managing Member of Farallon Capital Management, L.L.C. (d) United States Citizen 13. (a) Meridee A. Moore (b) c/o Farallon Capital Management, L.L.C. One Maritime Plaza, Suite 1325 San Francisco, California 94111 (c) Managing Member of Farallon Partners, L.L.C.; Managing Member of Farallon Capital Management, L.L.C. (d) United States Citizen 14. (a) Thomas F. Steyer (b) c/o Farallon Capital Management, L.L.C. One Maritime Plaza, Suite 1325 San Francisco, California 94111 (c) Senior Managing Member of Farallon Partners, L.L.C.; Senior Managing Member of Farallon Capital Management, L.L.C. (d) United States Citizen Page 36 of 38 Pages EXHIBIT INDEX EXHIBIT 1 Joint Acquisition Statement Pursuant to Rule 13D-(f)(1) Page 37 of 38 Pages 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 amendments 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: January 26, 1999 /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, William F. Duhamel, Fleur E. Fairman, Jason M. Fish, Andrew B. Fremder, Richard B. Fried, William F. Mellin, Stephen L. Millham, and Meridee A. Moore. Page 38 of 38 Pages -----END PRIVACY-ENHANCED MESSAGE-----