-----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, Wb2wCT/dL/mCL0W4nqpeYU7ow2YBIQk5UsA4kUNQRm83WSialzgmIg7pu4ljBAIu jdLKFs0zNxiwNgGbLz/8fQ== 0001012168-96-000005.txt : 19960705 0001012168-96-000005.hdr.sgml : 19960705 ACCESSION NUMBER: 0001012168-96-000005 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960703 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NAB ASSET CORP CENTRAL INDEX KEY: 0000873458 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS BUSINESS CREDIT INSTITUTION [6159] IRS NUMBER: 760332956 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-41731 FILM NUMBER: 96590752 BUSINESS ADDRESS: STREET 1: 5851 SAN FELIPE STE 300 CITY: HOUSTON STATE: TX ZIP: 77057 BUSINESS PHONE: 7139526800 MAIL ADDRESS: STREET 1: 5851 SAN FELIPE STREET 2: SUITE 300 CITY: HOUSTON STATE: TX ZIP: 77057 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: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A 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/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 7)* NAB Asset Corp. (NABDV) (Name of Issuer) Common Stock, par value $.01 per share (Title of Class of Securities) CUSIP No. 628712101 (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) June 6, 1996 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box. Check the following box if a fee is being paid with the statement /x/. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) 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). SCHEDULE 13D CUSIP No. 628712101 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 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 192,783 9 Sole Dispositive Power -0- 10 Shared Dispositive Power 192,783 11 Aggregate Amount Beneficially Owned By Each Report- ing Person 192,783 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% 14 Type of Reporting Person* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP No. 628712101 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 7 With Sole Voting Power -0- 8 Shared Voting Power 175,695 9 Sole Dispositive Power -0- 10 Shared Dispositive Power 175,695 11 Aggregate Amount Beneficially Owned By Each Report- ing Person 175,695 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* 13 Percent of Class Represented by Amount in Row (11) 3.5% 14 Type of Reporting Person* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! PAGE SCHEDULE 13D CUSIP No. 628712101 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 44,918 9 Sole Dispositive Power -0- 10 Shared Dispositive Power 44,918 11 Aggregate Amount Beneficially Owned By Each Report- ing Person 44,918 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* 13 Percent of Class Represented by Amount in Row (11) 0.8% 14 Type of Reporting Person* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! PAGE SCHEDULE 13D CUSIP No. 628712101 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 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 61,002 9 Sole Dispositive Power -0- 10 Shared Dispositive Power 61,002 11 Aggregate Amount Beneficially Owned By Each Report- ing Person 61,002 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* 13 Percent of Class Represented by Amount in Row (11) 1.2% 14 Type of Reporting Person* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP No. 628712101 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Farallon Capital Management, Inc. 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 -0- 9 Sole Dispositive Power -0- 10 Shared Dispositive Power -0- 11 Aggregate Amount Beneficially Owned By Each Report- ing Person -0- 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* 13 Percent of Class Represented by Amount in Row (11) 0% 14 Type of Reporting Person* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! PAGE SCHEDULE 13D CUSIP No. 628712101 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 99,458 9 Sole Dispositive Power -0- 10 Shared Dispositive Power 99,458 11 Aggregate Amount Beneficially Owned By Each Report- ing Person 99,458 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* 00 *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP No. 628712101 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 474,398 9 Sole Dispositive Power -0- 10 Shared Dispositive Power 474,398 11 Aggregate Amount Beneficially Owned By Each Report- ing Person 474,398 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* 13 Percent of Class Represented by Amount in Row (11) 9.3% 14 Type of Reporting Person* 00 *SEE INSTRUCTIONS BEFORE FILLING OUT! PAGE SCHEDULE 13D CUSIP No. 628712101 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 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 573,856 9 Sole Dispositive Power -0- 10 Shared Dispositive Power 573,856 11 Aggregate Amount Beneficially Owned By Each Report- ing Person 573,856 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* 13 Percent of Class Represented by Amount in Row (11) 11.3% 14 Type of Reporting Person* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! PAGE SCHEDULE 13D CUSIP No. 628712101 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 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 573,856 9 Sole Dispositive Power -0- 10 Shared Dispositive Power 573,856 11 Aggregate Amount Beneficially Owned By Each Report- ing Person 573,856 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* 13 Percent of Class Represented by Amount in Row (11) 11.3% 14 Type of Reporting Person* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! PAGE SCHEDULE 13D CUSIP No. 628712101 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, 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 474,398 9 Sole Dispositive Power -0- 10 Shared Dispositive Power 474,398 11 Aggregate Amount Beneficially Owned By Each Report- ing Person 474,398 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* 13 Percent of Class Represented by Amount in Row (11) 9.3% 14 Type of Reporting Person* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! PAGE SCHEDULE 13D CUSIP No. 628712101 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 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 573,856 9 Sole Dispositive Power -0- 10 Shared Dispositive Power 573,856 11 Aggregate Amount Beneficially Owned By Each Report- ing Person 573,856 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* 13 Percent of Class Represented by Amount in Row (11) 11.3% 14 Type of Reporting Person* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! PAGE SCHEDULE 13D CUSIP No. 628712101 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 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 573,856 9 Sole Dispositive Power -0- 10 Shared Dispositive Power 573,856 11 Aggregate Amount Beneficially Owned By Each Report- ing Person 573,856 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* 13 Percent of Class Represented by Amount in Row (11) 11.3% 14 Type of Reporting Person* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! PAGE SCHEDULE 13D CUSIP No. 628712101 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 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 573,856 9 Sole Dispositive Power -0- 10 Shared Dispositive Power 573,856 11 Aggregate Amount Beneficially Owned By Each Report- ing Person 573,856 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* 13 Percent of Class Represented by Amount in Row (11) 11.3% 14 Type of Reporting Person* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! PAGE SCHEDULE 13D CUSIP No. 628712101 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 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 573,856 9 Sole Dispositive Power -0- 10 Shared Dispositive Power 573,856 11 Aggregate Amount Beneficially Owned By Each Report- ing Person 573,856 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* 13 Percent of Class Represented by Amount in Row (11) 11.3% 14 Type of Reporting Person* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! PAGE SCHEDULE 13D CUSIP No. 628712101 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 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 573,856 9 Sole Dispositive Power -0- 10 Shared Dispositive Power 573,856 11 Aggregate Amount Beneficially Owned By Each Report- ing Person 573,856 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* 13 Percent of Class Represented by Amount in Row (11) 11.3% 14 Type of Reporting Person* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! PAGE SCHEDULE 13D CUSIP No. 628712101 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Eric M. Ruttenberg 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 -0- 9 Sole Dispositive Power -0- 10 Shared Dispositive Power -0- 11 Aggregate Amount Beneficially Owned By Each Report- ing Person -0- 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* 13 Percent of Class Represented by Amount in Row (11) 0% 14 Type of Reporting Person* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! PAGE SCHEDULE 13D CUSIP No. 628712101 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 573,856 9 Sole Dispositive Power -0- 10 Shared Dispositive Power 573,856 11 Aggregate Amount Beneficially Owned By Each Report- ing Person 573,856 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* 13 Percent of Class Represented by Amount in Row (11) 11.3% 14 Type of Reporting Person* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! PAGE This Amendment No. 7 to Schedule 13D amends the Schedule 13D initially filed on August 14, 1991 (collec- tively, with all amendments thereto, the "Schedule 13D") and reports a recent reorganization of beneficial ownership of certain of the Reporting Persons, and the exchange of shares of Common Stock for new shares of Common Stock ("New Common Stock"), a cash payment, and an interest in a liquidating trust as described in the Company's Proxy Statement/Prospectus and as announced by the Company on June 6, 1996. This Amendment No. 7 constitutes an initial statement for newly-formed entities, as more fully set forth herein. Item 2. Identity and Background Item 2 as reported on Schedule 13D is hereby amended and restated in its entirety as follows: (a) This statement is filed by: (i) Farallon Capital Partners, L.P., a California limited partnership ("FCP"), with respect to the shares of New Common Stock held by it; (ii) Farallon Capital Institutional Partners, L.P., a California limited partnership ("FCIP"), with respect to the shares of New Common Stock held by it: (iii) Farallon Capital Institutional Partners II, L.P., a California limited partnership ("FCIP II"), with respect to the shares of New Common Stock held by it; (iv) Tinicum Partners, L.P., a New York limited partner- ship ("Tinicum"), with respect to the shares of New Common Stock held by it; (v) Farallon Capital Management, Inc., a Delaware corporation; (vi) Farallon Capital Management, L.L.C., a Delaware limited liability company ("FCMLLC"), with respect to the shares of New Common Stock 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 PAGE ("FPLLC") with respect to the shares of New Common Stock held by each of the entities named in (i) through (iv) above; (viii) each of 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 of New Common Stock held by each of the entities named in (i) through (iv) and (vi) above; (ix) Fleur E. Fairman ("Fairman") with respect to the shares of New Common Stock held by each of the entities named in (i) through (iv) above; and (x) Eric M. Ruttenberg ("Ruttenberg"). As of April 1, 1996, FCMLLC succeeded Farallon Capital Management, Inc. as investment adviser to the Managed Accounts. As a result of the assumption of investment management authority by FCMLLC, Farallon Capital Management, Inc. is no longer deemed a "benefi- cial owner" of any shares of New Common Stock. As of April 1, 1996, FPLLC succeeded Messrs. Steyer, Cohen, Downes, Fish, Mellin, and Ruttenberg, and Mdmes. Fairman and Moore as General Partner of each FCP, FCIP, FCIP II and Tinicum (together, the Partnerships"). Because Mr. Ruttenberg is neither a General Partner of the Partner- ships nor a managing member of either FPLLC or FCMLLC, he is no longer deemed a "beneficial owner" of any of the shares of New Common Stock. The name, principal business, state of incorporation, executive officers, directors and controlling persons of FCMLLC and FPLLC, are set forth on Annex 1 hereto. The ownership of the shares of New Common Stock reported hereby for FCP, FCIP, FCIP II, Tinicum and the Managed Accounts are owned directly by such entities. Each of Cohen, Downes, Fish, Fremder, Mellin, Millham, Moore and Steyer may be deemed, as managing members of FPLLC and FCMLLC, to be the beneficial owners of all such shares of New Common Stock, each of FPLLC and Fairman, as PAGE a managing member of FPLLC, may be deemed to the benefi- cial owners of all such shares of New Common Stock other than the Shares of New Common Stock owned by the Managed Accounts, and FCMLLC may be deemed to be the beneficial owner of all such shares of New Common Stock owned by the Managed Accounts. Each of FCMLLC, FPLLC, Cohen, Downes, Fairman, Fish, Fremder, Mellin, Millham, Moore and Steyer hereby disclaim any beneficial ownership of any such shares of New Common Stock. (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 securities for its own account. The principal business of FPLLC is to act as General Partner of the Partnerships. The princi- pal business of FCMLLC is that of a registered investment adviser. (d) None of the Partnerships, FCMLLC, FPLLC 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 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 jurisdic- tion 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. PAGE Item 3. Source and Amount of Funds and Other Consideration. Item 3 as reported on the Schedule 13D is hereby amended and restated in its entirety as follows: The net investment cost (including commissions) is $325,321 for the 192,783 shares of New Common Stock held by FCP, $296,485 for the 175,695 shares of New Common Stock held by FCIP, $75,799 for the 44,918 shares of New Common Stock held by FCIP II, $102,941 for the 61,002 shares of New Common Stock held by Tinicum and $167,836 for the 99,458 shares of New Common Stock held by the Managed Accounts. The consideration was obtained from the working capital of each respective entity (in the case of the Partnerships), or the working capital of the Managed Accounts. The shares of New Common Stock held by FCP, FCIP, FCIP II, Tinicum and the Managed Accounts will be held in their respective margin accounts. Such margin accounts are maintained at Goldman Sachs & Co. and may from time to time have debit balances. Because other securities are held in the margin accounts, it is not possible to determine the amounts, if any, of margin used with respect to the shares of New Common Stock purchased and sold. Currently, the interest rate charged on such margin accounts is the broker call rate plus 0.5% per annum. PAGE Item 5. Interest in Securities of the Issuer. Item 5 as reported on the Schedule 13D is hereby amended and restated in its entirety as follows: A. Farallon Capital Partners, L.P. (a), (b) The information set forth in Rows 7, 8, 9, 10, 11 and 13 of the cover page hereto for FCP is incorporated herein by reference. The percentage amount set forth in Row 13 of such cover page and of each other cover page filed herewith is calculated based upon the 5,091,333 shares of New Common Stock reported by the Company to be outstanding in the Company's Proxy State- ment/Prospectus. (c) The trading dates, number of shares of New Common Stock purchased or sold and the price per Share for all transactions in the shares of New Common Stock in the last 60 days are set forth on Schedule A hereto and are incorporated herein by reference. On June 6, 1996, the Company announced the completion of a merger with CPS Investing Corp., whereby each outstanding share of Common Stock will be exchanged for .75 shares of New Common Stock, $3.64 in cash, and an interest in a liquidating trust to which all non-cash assets of the Company will be transferred. All transactions after June 6, 1996 were open-market transactions on a when-issued basis. (d) The General Partner has the power to direct the affairs of FCP, including decisions regarding the disposition of the proceeds from the sale of the shares of New Common Stock. (e) Not applicable. B. Farallon Capital Institutional Partners, L.P. (a), (b) The information set forth in Rows 7, 8, 9, 10, 11 and 13 of the cover page hereto for FCIP is incorporated herein by reference. (c) The trading dates, number of shares of New Common Stock purchased or sold and the price per Share for all transactions in the shares in the last 60 days are set forth on Schedule B hereto and are incorpo- rated herein by reference. On June 6, 1996, the Company announced the completion of a merger with CPS Investing Corp., whereby each outstanding share of Common Stock will be exchanged for .75 shares of New Common PAGE Stock, $3.64 in cash, and an interest in a liquidating trust to which all non-cash assets of the Company will be transferred. All transactions after June 6, 1996 were open-market transactions on a when-issued basis. (d) The General Partner has the power to direct the affairs of FCIP, including decisions regarding the disposition of the proceeds from the sale of the shares of New Common Stock. (e) Not applicable. C. Farallon Capital Institutional Partners II, L.P. (a), (b) The information set forth in Rows 7, 8, 9, 10, 11 and 13 of the cover page hereto for FCIP II is incorporated herein by reference. (c) The trading dates, number of shares of New Common Stock purchased or sold and the price per Share for all transactions in the shares of New Common Stock in the last 60 days are set forth on Schedule C hereto and are incorporated herein by reference. On June 6, 1996, the Company announced the completion of a merger with CPS Investing Corp., whereby each outstanding share of Common Stock will be exchanged for .75 shares of New Common Stock, $3.64 in cash, and a unit in a liquidating trust to which all non-cash assets of the Company will be transferred. All transactions after June 6, 1996 were open-market transactions on a when-issued basis. (d) The General Partner has the power to direct the affairs of FCIP II, including decisions regarding the disposition of the proceeds from the sale of the shares of New Common Stock. (e) Not applicable. D. Tinicum Partners, L.P. (a), (b) The information set forth in Rows 7, 8, 9, 10, 11 and 13 the cover page hereto for Tinicum is incorporated herein by reference. (c) The trading dates, number of shares of New Common Stock purchased or sold and the price per Share for all transactions in the shares of New Common Stock in the past 60 days are set forth on Schedule D hereto and are incorporated herein by reference. On June 6, 1996, the Company announced the completion of a merger with CPS Investing Corp., whereby each outstanding share of PAGE Common Stock will be exchanged for .75 shares of Common Stock, $3.64 in cash, and an interest in a liquidating trust to which all non-cash assets of the Company will be transferred. All transactions after June 6, 1996 were open-market transactions on a when-issued basis. (d) The General Partner has the power to direct the affairs of Tinicum, including decisions regarding the disposition of the proceeds from the sale of the shares of New Common Stock. (e) Not applicable. E. Farallon Capital Management, Inc. (a), (b) The information set forth in Rows 7, 8, 9, 10, 11 and 13 of the cover page hereto for Farallon Capital Management, Inc. is incorporated herein by reference. (c) None. (d) None. (e) April 1, 1996. F. Farallon Capital Management, L.L.C. (a), (b) The information set forth in Rows 7, 8, 9, 10, 11 and 13 of the cover page hereto for FCMLLC is incorporated herein by reference. (c) The trading dates, number of shares of New Common Stock purchased or sold and the price per Share for all transactions in the shares of New Common Stock by the Managed Accounts in the past 60 days are set forth on Schedule E hereto and are incorporated herein by reference. On June 6, 1996, the Company announced the completion of a merger with CPS Investing Corp., whereby each outstanding share of Common Stock will be exchanged for .75 shares of Common Stock, $3.64 in cash, and an interest in a liquidating trust to which all non-cash assets of the Company will be transferred. All transac- tions after June 6, 1996 were open-market transactions on a when-issued basis. (d) FCMLLC, as an investment adviser, has the power to direct the disposition of the proceeds from the sale of the shares of New Common Stock held by the Managed Accounts. Mr. Steyer is the senior managing member of FCMLLC, and Messrs. Cohen, PAGE Downes, Fish, Fremder, Millham, and Mellin and Ms. 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, includ- ing the disposition of the proceeds of the sale of the shares of New Common Stock. Mr. Steyer is the senior managing member of FPLLC, and Messrs. Cohen, Downes, Fish, Fremder, Mellin and Millham and Mdmes. Fairman and Moore are managing members of FPLLC. (e) Not applicable. H. David I. Cohen (a), (b) The information set forth in Rows 7, 8, 9, 10, 11 and 13 of the cover page hereto for Cohen is incorporated herein by reference. (c) None. (d) FPLLC as the General Partner has the power to direct the affairs of the Partnerships, includ- ing the disposition of the proceeds from the sale of the shares of New Common Stock. FCMLLC, as an investment adviser, has the power to direct the disposition of the proceeds from the sale of shares of New Common Stock held by the Managed Accounts. Mr. Cohen is a managing member of FCMLLC and FPLLC. (e) Not applicable. I. Joseph F. Downes (a), (b) The information set forth in Rows 7, 8, 9, 10, 11 and 13 of the cover page hereto for Downes is incorporated herein by reference. (c) None. PAGE (d) FPLLC as the General Partner has the power to direct the affairs of the Partnerships, includ- ing the disposition of the proceeds from the sale of the shares of New Common Stock. FCMLLC, as an investment adviser, has the power to direct the disposition of the proceeds from the sale of shares of New Common Stock held by the Managed Accounts. Mr. Downes is a managing member of FCMLLC and FPLLC. (e) Not applicable. J. Fleur E. Fairman (a), (b) The information set forth in Rows 7, 8, 9, 10, 11 and 13 of the cover page hereto for Fairman is incorporated herein by reference. (c) None. (d) FPLLC as the General Partner has the power to direct the affairs of the Partnerships, includ- ing the disposition of the proceeds from the sale of the shares of New Common Stock. Ms. Fairman is a managing member of FPLLC. (e) Not applicable. K. Jason M. Fish (a), (b) The information set forth in Rows 7, 8, 9, 10, 11 and 13 of the cover page hereto for Fish is incorporated herein by reference. (c) None. (d) FPLLC as the General Partner has the power to direct the affairs of the Partnerships, includ- ing the disposition of the proceeds from the sale of the shares of New Common Stock. FCMLLC, as an investment adviser, has the power to direct the disposition of the proceeds from the sale of shares of New Common Stock held by the Managed Accounts. Mr. Fish is a managing member of FCMLLC and FPLLC. (e) Not applicable. PAGE L. Andrew B. Fremder (a), (b) The information set forth in Rows 7, 8, 9, 10, 11 and 13 of the cover page hereto for Fremder is incorporated herein by reference. (c) None. (d) FPLLC as the General Partner has the power to direct the affairs of the Partnerships, includ- ing the disposition of the proceeds from the sale of the shares of New Common Stock. FCMLLC, as an investment adviser, has the power to direct the disposition of the proceeds from the sale of shares of New Common Stock held by the Managed Accounts. Mr. Fremder is a managing member of FCMLLC and FPLLC. (e) Not applicable. M. William F. Mellin (a), (b) The information set forth in Rows 7, 8, 9, 10, 11 and 13 of the cover page hereto for Mellin is incorporated herein by reference. (c) None. (d) FPLLC as the General Partner has the power to direct the affairs of the Partnerships, includ- ing the disposition of the proceeds from the sale of the shares of New Common Stock. FCMLLC, as an investment adviser, has the power to direct the disposition of the proceeds from the sale of shares of New Common Stock held by the Managed Accounts. Mr. Mellin is a managing member of FCMLLC and FPLLC. (e) Not applicable. N. Stephen L. Millham (a), (b) The information set forth in Rows 7, 8, 9, 10, 11 and 13 of the cover page hereto for Millham is incorporated herein by reference. (c) None. (d) FPLLC as the General Partner has the power to direct the affairs of the Partnerships, includ- ing the disposition of the proceeds from the sale of the shares of New Common Stock. FCMLLC, as an PAGE investment adviser, has the power to direct the disposi- tion of the proceeds from the sale of shares of New Common Stock held by the Managed Accounts. Mr. Millham is a managing member of FCMLLC and FPLLC. (e) Not applicable. O. Meridee A. Moore (a), (b) The information set forth in Rows 7, 8, 9, 10, 11 and 13 of the cover page hereto for Moore is incorporated herein by reference. (c) None. (d) FPLLC as the General Partner has the power to direct the affair of the Partnerships, including the disposition of the proceeds from the sale of the shares of New Common Stock. FCMLLC, as an investment adviser, has the power to direct the disposition of the proceeds from the sale of shares of New Common Stock held by the Managed Accounts. Ms. Moore is a managing member of FCMLLC and FPLLC. (e) Not applicable. P. Eric M. Ruttenberg (a), (b) The information set forth in Rows 7, 8, 9, 10, 11 and 13 of the cover page hereto for Ruttenberg is incorporated herein by reference. (c) None. (d) None. (e) April 1, 1996. Q. Thomas F. Steyer (a), (b) The information set forth in Rows 7, 8, 9, 10, 11 and 13 of the cover page hereto for Steyer is incorporated herein by reference. (c) None. (d) FPLLC as the General Partner has the power to direct the affairs of the Partnerships, includ- ing the disposition of the proceeds from the sale of the shares of New Common Stock. FCMLLC, as an investment adviser, has the power to direct the disposition of the proceeds from PAGE the sale of the shares of New Common Stock held by the Managed Accounts. Mr. Steyer is the senior managing member of FCMLLC and FPLLC. (e) Not applicable. The ownership of the shares of New Common Stock reported hereby for FCP, FCIP, FCIP II, Tinicum and the Managed Accounts are owned directly by such entities. Each of Cohen, Downes, Fremder, Fish, Mellin, Millham, Moore and Steyer may be deemed, as managing members of FPLLC and FCMLLC, to be the beneficial owners of all such shares of New Common Stock, each of FPLLC and Fairman, as a managing member of FPLLC, may be deemed to the benefi- cial owners of all such shares of New Common Stock other than the shares of New Common Stock owned by the Managed Accounts, and FCMLLC may be deemed to be the beneficial owner of all such shares of New Common Stock owned by the Managed Accounts. Each of FCMLLC, FPLLC, Cohen, Downes, Fairman, Fish, Fremder, Mellin, Millham, Moore and Steyer hereby disclaim any beneficial ownership of any such shares of New Common Stock. 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 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: July 3, 1996 /s/ THOMAS F. STEYER __________________________________ FARALLON PARTNERS, L.L.C., on its own behalf and as General Partner of FARALLON CAPITAL PARTNERS, L.P., FARALLON CAPITAL INSTITUTIONAL PARTNERS, L.P., FARALLON CAPITAL INSTITUTIONAL PARTNERS, II, L.P., and TINICUM PARTNERS, L.P. by Thomas F. Steyer, Senior Managing Member /s/ THOMAS F. STEYER ___________________________________ FARALLON CAPITAL MANAGEMENT, L.L.C. By Thomas F. Steyer, Senior Managing Member /s/ THOMAS F. STEYER ___________________________________ FARALLON CAPITAL MANAGEMENT, Inc. By Thomas F. Steyer, Chairman /s/ THOMAS F. STEYER ___________________________________ Thomas F. Steyer, individually and as attorney-in-fact for each of David I. Cohen, Joseph F. Downes, Fleur E. Fairman, Jason M. Fish, Andrew B. Fremder, William F. Mellin, Stephen L. Millham, Meridee A. Moore, and Eric M. Ruttenberg. PAGE ANNEX 1 Set forth below, with respect to each managing member of the General Partner of FCIP, FCIP II, FCP and Tinicum, is the following: (a) name; (b) business address; (c) principal occupation; and (d) citizenship. The following is set forth below with respect to Farallon Capital Management, L.L.C. and Farallon Partners, L.L.C.: (a) name; (b) address; (c) principal business; (d) state of organization; (e) controlling persons. 1. (a) Farallon Capital Management, L.L.C. (b) c/o Farallon Capital Management, L.L.C. One Maritime Plaza, Suite 1325 San Francisco, CA 94111 (c) Serves as investment adviser to various managed accounts (d) Delaware limited liability company (e) Managing Members: Thomas F. Steyer, Senior Managing Member, 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) 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, 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) 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 4. (a) Joseph F. Downes (b) c/o Farallon Capital Management, L.L.C. One Maritime Plaza, Suite 1325 San Francisco, CA 94111 (c) Managing Member of Farallon Partners, L.L.C.; Managing Member of Farallon Capital Management, L.L.C. (d) United States Citizen PAGE 5. (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 6. (a) Jason M. Fish (b) c/o Farallon Capital Management, L.L.C. One Maritime Plaza, Suite 1325 San Francisco, CA 94111 (c) Managing Member of Farallon Partners, L.L.C.; Managing Member of Farallon Capital Management, L.L.C. (d) United States Citizen 7. (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 8. (a) William F. Mellin (b) c/o Farallon Capital Management, L.L.C. One Maritime Plaza, Suite 1325 San Francisco, CA 94111 (c) Managing Member of Farallon Partners, L.L.C.; Managing Member of Farallon Capital Management, L.L.C. (d) United States Citizen 9. (a) Stephen L. Millham (b) c/o Farallon Capital Management, L.L.C. One Maritime Plaza, Suite 1325 San Francisco, CA 94111 (c) Managing Member of Farallon Partners, L.L.C.; Managing Member of Farallon Capital Management, L.L.C. (d) United States Citizen 10. (a) Meridee A. Moore (b) c/o Farallon Capital Management, L.L.C. One Maritime Plaza, Suite 1325 San Francisco, CA 94111 (c) Managing Member of Farallon Partners, L.L.C.; Managing Member of Farallon Capital Management, L.L.C. (d) United States Citizen PAGE 11. (a) Thomas F. Steyer (b) c/o Farallon Capital Management, L.L.C. One Maritime Plaza, Suite 1325 San Francisco, CA 94111 (c) Senior Managing Member of Farallon Partners, L.L.C.; Senior Managing Member of Farallon Capital Management, L.L.C. (d) United States Citizen PAGE 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 or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that he or it knows or has reason to believe that such information is inaccurate. Dated: July 3, 1996 /s/ THOMAS F. STEYER ___________________________________ FARALLON PARTNERS, L.L.C., on its own behalf and as General Partner of FARALLON CAPITAL PARTNERS, L.P., FARALLON CAPITAL INSTITUTIONAL PARTNERS, L.P., FARALLON CAPITAL INSTITUTIONAL PARTNERS, II, L.P., and TINICUM PARTNERS, L.P. by Thomas F. Steyer, Senior Managing Member /s/ THOMAS F. STEYER ___________________________________ FARALLON CAPITAL MANAGEMENT, L.L.C. By Thomas F. Steyer, Senior Managing Member /s/ THOMAS F. STEYER ___________________________________ FARALLON CAPITAL MANAGEMENT, Inc. By Thomas F. Steyer, Chairman /s/ THOMAS F. STEYER ___________________________________ Thomas F. Steyer, individually and as attorney-in-fact for each of David I. Cohen, Joseph F. Downes, Fleur E. Fairman, Jason M. Fish, Andrew B. Fremder, William F. Mellin, Stephen L. Millham, Meridee A. Moore, and Eric M. Ruttenberg. PAGE SCHEDULE A FARALLON CAPITAL PARTNERS, L.P. NO. OF SHARES PRICE OF COMMON STOCK PER SHARE TRADE DATE EXCHANGED("E") (including commission) 06/06/96 281,711(E) * NO. OF SHARES OF NEW COMMON STOCK RECEIVED PRICE IN EXCHANGE ("R") PER SHARE TRADE DATE OR SOLD ("S") (including commission) 06/06/96 211,283(R) * 06/07/96 18,500(S) $1.78 ____________________ * On June 6, 1996, the Company announced that each share of Common Stock will be exchanged for .75 shares of New Common Stock, $3.64 in cash, and an interest in a liquidating trust to which all non-cash assets of the Company will be transferred. PAGE SCHEDULE B FARALLON CAPITAL INSTITUTIONAL PARTNERS, L.P. NO. OF SHARES PRICE OF COMMON STOCK PER SHARE TRADE DATE EXCHANGED("E") (including commission) 06/06/96 256,663(E) * NO. OF SHARES OF NEW COMMON STOCK RECEIVED PRICE IN EXCHANGE ("R") PER SHARE TRADE DATE OR SOLD ("S") (including commission) 06/06/96 192,496(R) * 06/07/96 16,800(S) $1.78 ____________________ * On June 6, 1996, the Company announced that each share of Common Stock will be exchanged for .75 shares of New Common Stock, $3.64 in cash, and an interest in a liquidating trust to which all non-cash assets of the Company will be transferred. PAGE SCHEDULE C FARALLON CAPITAL INSTITUTIONAL PARTNERS II, L.P. NO. OF SHARES PRICE OF COMMON STOCK PER SHARE TRADE DATE EXCHANGED("E") (including commission) 06/06/96 65,625(E) * NO. OF SHARES OF NEW COMMON STOCK RECEIVED PRICE IN EXCHANGE ("R") PER SHARE TRADE DATE OR SOLD ("S") (including commission) 06/06/96 49,218(R) * 06/07/96 4,300(S) $1.78 ____________________ * On June 6, 1996, the Company announced that each share of Common Stock will be exchanged for .75 shares of New Common Stock, $3.64 in cash, and an interest in a liquidating trust to which all non-cash assets of the Company will be transferred. PAGE SCHEDULE D TINICUM PARTNERS, L.P. NO. OF SHARES PRICE OF COMMON STOCK PER SHARE TRADE DATE EXCHANGED("E") (including commission) 06/06/96 89,070(E) * NO. OF SHARES OF NEW COMMON STOCK RECEIVED PRICE IN EXCHANGE ("R") PER SHARE TRADE DATE OR SOLD ("S") (including commission) 06/06/96 66,802(R) * 06/07/96 5,800(S) $1.78 ____________________ * On June 6, 1996, the Company announced that each share of Common Stock will be exchanged for .75 shares of New Common Stock, $3.64 in cash, and an interest in a liquidating trust to which all non-cash assets of the Company will be transferred. PAGE SCHEDULE E FARALLON CAPITAL MANAGEMENT INC. NO. OF SHARES PRICE OF COMMON STOCK PER SHARE TRADE DATE EXCHANGED("E") (including commission) 06/06/96 97,311(E) * 06/06/96 48,100(E) * NO. OF SHARES OF NEW COMMON STOCK RECEIVED PRICE IN EXCHANGE ("R") PER SHARE TRADE DATE OR SOLD ("S") (including commission) 06/06/96 72,983(R) * 06/07/96 6,400(S) $1.78 06/06/96 36,075(R) * 06/07/96 3,200(S) $1.78 ____________________ * On June 6, 1996, the Company announced that each share of Common Stock will be exchanged for .75 shares of New Common Stock, $3.64 in cash, and an interest in a liquidating trust to which all non-cash assets of the Company will be transferred. -----END PRIVACY-ENHANCED MESSAGE-----