-----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, ESk8Fgm+XGc4tUuKRMSyTEMAW8rQtK4ugLApefHLo/4RY1fHMyZpBxy/+gFHmiwG NpRcrtWjgCo8TbzWNpaIaw== 0001012168-96-000023.txt : 19961213 0001012168-96-000023.hdr.sgml : 19961213 ACCESSION NUMBER: 0001012168-96-000023 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19961212 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ALLERGAN LIGAND RETINOID THERAPEUTICS INC CENTRAL INDEX KEY: 0000934592 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 330642614 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-45829 FILM NUMBER: 96679828 BUSINESS ADDRESS: STREET 1: 9393 TOWNE CENTER DR CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 6195353900 MAIL ADDRESS: STREET 1: 2525 DUPONT DR CITY: IRVINE STATE: CA ZIP: 92715 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/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. 8)* Allergan Ligand Retinoid Therapeutics, Inc. (ALRIZ) (Name of Issuer) Callable Common Stock (Title of Class of Securities) CUSIP No. 01849P206 (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 Autho- rized to Receive Notices and Communications) December 3, 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. (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 benefi- cial 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. 01849P206 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 256,097 9 Sole Dispositive Power -0- 10 Shared Dispositive Power 256,097 11 Aggregate Amount Beneficially Owned By Each Report- ing Person 256,097 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* 13 Percent of Class Represented by Amount in Row (11) 7.9% 14 Type of Reporting Person* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! PAGE SCHEDULE 13D CUSIP No. 01849P206 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Farallon Capital Institutional Partners, L.P. 2 Check the Appropriate Box if a Member of a Group* (a) (b) /x/ 3 SEC Use Only 4 Source of Funds* WC 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6 Citizenship or Place of Organization California Number of Shares Beneficially Owned By Each Reporting Person With 7 With Sole Voting Power -0- 8 Shared Voting Power 326,291 9 Sole Dispositive Power -0- 10 Shared Dispositive Power 326,291 11 Aggregate Amount Beneficially Owned By Each Report- ing Person 326,291 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* 13 Percent of Class Represented by Amount in Row (11) 10.0% 14 Type of Reporting Person* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! PAGE SCHEDULE 13D CUSIP No. 01849P206 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 91,867 9 Sole Dispositive Power -0- 10 Shared Dispositive Power 91,867 11 Aggregate Amount Beneficially Owned By Each Report- ing Person 91,867 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* 13 Percent of Class Represented by Amount in Row (11) 2.8% 14 Type of Reporting Person* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! PAGE SCHEDULE 13D CUSIP No. 01849P206 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 45,690 9 Sole Dispositive Power -0- 10 Shared Dispositive Power 45,690 11 Aggregate Amount Beneficially Owned By Each Report- ing Person 45,690 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* 13 Percent of Class Represented by Amount in Row (11) 1.4% 14 Type of Reporting Person* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! PAGE SCHEDULE 13D CUSIP No. 01849P206 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 134,155 9 Sole Dispositive Power -0- 10 Shared Dispositive Power 134,155 11 Aggregate Amount Beneficially Owned By Each Report- ing Person 134,155 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* 13 Percent of Class Represented by Amount in Row (11) 4.1% 14 Type of Reporting Person* IA, 00 *SEE INSTRUCTIONS BEFORE FILLING OUT! PAGE SCHEDULE 13D CUSIP No. 01849P206 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 719,945 9 Sole Dispositive Power -0- 10 Shared Dispositive Power 719,945 11 Aggregate Amount Beneficially Owned By Each Report- ing Person 719,945 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* 13 Percent of Class Represented by Amount in Row (11) 22.2% 14 Type of Reporting Person* 00 *SEE INSTRUCTIONS BEFORE FILLING OUT! PAGE SCHEDULE 13D CUSIP No. 01849P206 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Enrique H. Boilini 2 Check the Appropriate Box if a Member of a Group* (a) (b) /x/ 3 SEC Use Only 4 Source of Funds* AF, 00 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6 Citizenship or Place of Organization Argentina Number of Shares Beneficially Owned By Each Reporting Person With 7 Sole Voting Power -0- 8 Shared Voting Power 854,100 9 Sole Dispositive Power -0- 10 Shared Dispositive Power 854,100 11 Aggregate Amount Beneficially Owned By Each Report- ing Person 854,100 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* 13 Percent of Class Represented by Amount in Row (11) 26.3% 14 Type of Reporting Person* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! PAGE SCHEDULE 13D CUSIP No. 01849P206 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person David I. Cohen 2 Check the Appropriate Box if a Member of a Group* (a) (b) /x/ 3 SEC Use Only 4 Source of Funds* AF,00 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6 Citizenship or Place of Organization South Africa Number of Shares Beneficially Owned By Each Reporting Person With 7 Sole Voting Power -0- 8 Shared Voting Power 854,100 9 Sole Dispositive Power -0- 10 Shared Dispositive Power 854,100 11 Aggregate Amount Beneficially Owned By Each Report- ing Person 854,100 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* 13 Percent of Class Represented by Amount in Row (11) 26.3% 14 Type of Reporting Person* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! PAGE SCHEDULE 13D CUSIP No. 01849P206 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Joseph F. Downes 2 Check the Appropriate Box if a Member of a Group* (a) (b) /x/ 3 SEC Use Only 4 Source of Funds* AF, 00 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6 Citizenship or Place of Organization United States Number of Shares Beneficially Owned By Each Reporting Person With 7 Sole Voting Power -0- 8 Shared Voting Power 854,100 9 Sole Dispositive Power -0- 10 Shared Dispositive Power 854,100 11 Aggregate Amount Beneficially Owned By Each Report- ing Person 854,100 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* 13 Percent of Class Represented by Amount in Row (11) 26.3% 14 Type of Reporting Person* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! PAGE SCHEDULE 13D CUSIP No. 01849P206 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Fleur E. Fairman 2 Check the Appropriate Box if a Member of a Group* (a) (b) /x/ 3 SEC Use Only 4 Source of Funds* AF 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6 Citizenship or Place of Organization United States Number of Shares Beneficially Owned By Each Reporting Person With 7 Sole Voting Power -0- 8 Shared Voting Power 719,945 9 Sole Dispositive Power -0- 10 Shared Dispositive Power 719,945 11 Aggregate Amount Beneficially Owned By Each Report- ing Person 719,945 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* 13 Percent of Class Represented by Amount in Row (11) 22.2% 14 Type of Reporting Person* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! PAGE SCHEDULE 13D CUSIP No. 01849P206 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Jason M. Fish 2 Check the Appropriate Box if a Member of a Group* (a) (b) /x/ 3 SEC Use Only 4 Source of Funds* AF,00 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6 Citizenship or Place of Organization United States Number of Shares Beneficially Owned By Each Reporting Person With 7 Sole Voting Power -0- 8 Shared Voting Power 854,100 9 Sole Dispositive Power -0- 10 Shared Dispositive Power 854,100 11 Aggregate Amount Beneficially Owned By Each Report- ing Person 854,100 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* 13 Percent of Class Represented by Amount in Row (11) 26.3% 14 Type of Reporting Person* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! PAGE SCHEDULE 13D CUSIP No. 01849P206 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Andrew B. Fremder 2 Check the Appropriate Box if a Member of a Group* (a) (b) /x/ 3 SEC Use Only 4 Source of Funds* AF,00 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6 Citizenship or Place of Organization United States Number of Shares Beneficially Owned By Each Reporting Person With 7 Sole Voting Power -0- 8 Shared Voting Power 854,100 9 Sole Dispositive Power -0- 10 Shared Dispositive Power 854,100 11 Aggregate Amount Beneficially Owned By Each Report- ing Person 854,100 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* 13 Percent of Class Represented by Amount in Row (11) 26.3% 14 Type of Reporting Person* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! PAGE SCHEDULE 13D CUSIP No. 01849P206 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person William F. Mellin 2 Check the Appropriate Box if a Member of a Group* (a) (b) /x/ 3 SEC Use Only 4 Source of Funds* AF,00 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6 Citizenship or Place of Organization United States Number of Shares Beneficially Owned By Each Reporting Person With 7 Sole Voting Power -0- 8 Shared Voting Power 854,100 9 Sole Dispositive Power -0- 10 Shared Dispositive Power 854,100 11 Aggregate Amount Beneficially Owned By Each Report- ing Person 854,100 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* 13 Percent of Class Represented by Amount in Row (11) 26.3% 14 Type of Reporting Person* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! PAGE SCHEDULE 13D CUSIP No. 01849P206 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Stephen L. Millham 2 Check the Appropriate Box if a Member of a Group* (a) (b) /x/ 3 SEC Use Only 4 Source of Funds* AF,00 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6 Citizenship or Place of Organization United States Number of Shares Beneficially Owned By Each Reporting Person With 7 Sole Voting Power -0- 8 Shared Voting Power 854,100 9 Sole Dispositive Power -0- 10 Shared Dispositive Power 854,100 11 Aggregate Amount Beneficially Owned By Each Report- ing Person 854,100 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* 13 Percent of Class Represented by Amount in Row (11) 26.3% 14 Type of Reporting Person* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! PAGE SCHEDULE 13D CUSIP No. 01849P206 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Meridee A. Moore 2 Check the Appropriate Box if a Member of a Group* (a) (b) /x/ 3 SEC Use Only 4 Source of Funds* AF,00 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6 Citizenship or Place of Organization United States Number of Shares Beneficially Owned By Each Reporting Person With 7 Sole Voting Power -0- 8 Shared Voting Power 854,100 9 Sole Dispositive Power -0- 10 Shared Dispositive Power 854,100 11 Aggregate Amount Beneficially Owned By Each Report- ing Person 854,100 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* 13 Percent of Class Represented by Amount in Row (11) 26.3% 14 Type of Reporting Person* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! PAGE SCHEDULE 13D CUSIP No. 01849P206 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 854,100 9 Sole Dispositive Power -0- 10 Shared Dispositive Power 854,100 11 Aggregate Amount Beneficially Owned By Each Report- ing Person 854,100 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* 13 Percent of Class Represented by Amount in Row (11) 26.3% 14 Type of Reporting Person* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! PAGE This Amendment No. 8 to Schedule 13D amends the Schedule 13D initially filed on July 20, 1995 (collec- tively, with all amendments thereto, the "Schedule 13D") as follows: Item 3. Source and Amount of Funds and Other Consideration. Item 3 as reported on the Schedule 13D is hereby amended and supplemented by the following: The net investment cost (including commissions) is $518,680 for the 19,200 Units acquired by FCP since the previous filing of Schedule 13D, $640,181 for the 23,700 Units acquired by FCIP since the previous filing of Schedule 13D, $154,027 for the 5,700 Units acquired by FCIP II since the previous filing of Schedule 13D, $81,051 for the 3,000 Units acquired by Tinicum since the previous filing of Schedule 13D, and $853,957 for the 31,400 Units acquired by the Managed Accounts since the previous filing of Schedule 13D. 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 Units held by FCP, FCIP, FCIP II, Tinicum and the Managed Accounts are 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 Units 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 3,250,000 Shares reported in the Company's Form 10Q for the period ended September 30, 1996 to be outstanding as of October 31, 1996. (c) The trading dates, number of Units purchased or sold and the price per Unit for all transactions in the Units since the filing of the last Amendment to this Schedule 13D are set forth on Schedule A hereto and are incorporated herein by reference. All of such transactions were open-market transactions. (d) FPLLC as 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 Units. Mr. Steyer is the senior managing member of FPLLC, and Messrs. Boilini, Cohen, Downes, Fish, Fremder, Mellin and Millham and Mdmes. Fairman 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) The trading dates, number of Units purchased or sold and the price per Unit for all transactions in the Units since the filing of the last Amendment to this Schedule 13D are set forth on Schedule B hereto and are incorporated herein by reference. All of such transactions were open-market transactions. PAGE (d) FPLLC as 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 Units. Mr. Steyer is the senior managing member of FPLLC, and Messrs. Boilini, Cohen, Downes, Fish, Fremder, Mellin and Millham and Mdmes. Fairman and Moore are managing members of FPLLC. (e) Not applicable. C. Farallon Capital Institutional Partners II, L.P. (a), (b) The information set forth in Rows 7, 8, 9, 10, 11 and 13 of the cover page hereto for FCIP II is incorporated herein by reference. (c) The trading dates, number of Units purchased or sold and the price per Unit for all transactions in the Units since the filing of the last Amendment to this Schedule 13D are set forth on Schedule C hereto and are incorporated herein by reference. All of such transactions were open-market transactions. (d) FPLLC as 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 Units. Mr. Steyer is the senior managing member of FPLLC, and Messrs. Boilini, Cohen, Downes, Fish, Fremder, Mellin and Millham and Mdmes. Fairman and Moore are managing members of FPLLC. (e) Not applicable. D. Tinicum Partners, L.P. (a), (b) The information set forth in Rows 7, 8, 9, 10, 11 and 13 the cover page hereto for Tinicum is incorporated herein by reference. (c) The trading dates, number of Units purchased or sold and the price per Unit for all transactions in the Units since the filing of the last Amendment to this Schedule 13D are set forth on Schedule D hereto and are incorporated herein by reference. All of such transactions were open-market transactions. (d) FPLLC as 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 Units. Mr. Steyer is the senior managing member of FPLLC, and Messrs. Boilini, Cohen, PAGE Downes, Fish, Fremder, Mellin and Millham and Mdmes. Fairman and Moore are managing members of FPLLC. (e) Not applicable. E. Farallon Capital Management, L.L.C. (a), (b) The information set forth in Rows 7, 8, 9, 10, 11 and 13 of the cover page hereto for FCMLLC is incorporated herein by reference. (c) The trading dates, number of Units purchased or sold and the price per Unit for all transactions in the Units by the Managed Accounts since the filing of the last Amendment to this Schedule 13D are set forth on Schedule E hereto and are incorporated herein by reference. All of such transactions were open-market transactions. (d) FCMLLC, as an investment adviser, has the power to direct the disposition of the proceeds from the sale of the Units held by the Managed Accounts. Mr. Steyer is the senior managing member of FCMLLC, and Messrs. Boilini, Cohen, Downes, Fish, Fremder, Millham, and Mellin and Ms. Moore are managing members of FCMLLC. (e) Not applicable. F. Farallon Partners, L.L.C. (a), (b) The information set forth in Rows 7, 8, 9, 10, 11, and 13 of the cover page hereto for FPLLC is incorporated herein by reference. (c) None. (d) FPLLC as General Partner has the power to direct the affairs of the Partnerships, includ- ing the disposition of the proceeds of the sale of the Units. Mr. Steyer is the senior managing member of FPLLC, and Messrs. Boilini, Cohen, Downes, Fish, Fremder, Mellin and Millham and Mdmes. Fairman and Moore are managing members of FPLLC. (e) Not applicable. PAGE G. Enrique H. Boilini (a), (b) The information set forth in Rows 7, 8, 9, 10, 11 and 13 of the cover page hereto for Boilini is incorporated herein by reference. (c) None. (d) FPLLC as 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 Units. FCMLLC, as an investment adviser, has the power to direct the disposition of the proceeds from the sale of Units held by the Managed Accounts. Mr. Boilini is a managing member of FCMLLC and 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 Units. FCMLLC, as an investment adviser, has the power to direct the disposition of the proceeds from the sale of Units 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. (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 Units. FCMLLC, as an investment adviser, has the power to direct the disposition of the proceeds from the sale of PAGE Units 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 Units. 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 Units. FCMLLC, as an investment adviser, has the power to direct the disposition of the proceeds from the sale of Units held by the Managed Accounts. Mr. Fish is a managing member of FCMLLC and FPLLC. (e) Not applicable. L. Andrew B. Fremder (a), (b) The information set forth in Rows 7, 8, 9, 10, 11 and 13 of the cover page hereto for Fremder is incorporated herein by reference. (c) None. (d) FPLLC as the General Partner has the power to direct the affairs of the Partnerships, includ- ing the disposition of the proceeds from PAGE the sale of the Units. FCMLLC, as an investment adviser, has the power to direct the disposition of the proceeds from the sale of Units 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 Units. FCMLLC, as an investment adviser, has the power to direct the disposition of the proceeds from the sale of Units 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 Units. FCMLLC, as an investment adviser, has the power to direct the disposition of the proceeds from the sale of Units 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. PAGE (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 Units. FCMLLC, as an investment adviser, has the power to direct the disposition of the proceeds from the sale of Units held by the Managed Accounts. Ms. Moore is a managing member of FCMLLC and FPLLC. (e) Not applicable. P. Thomas F. Steyer (a), (b) The information set forth in Rows 7, 8, 9, 10, 11 and 13 of the cover page hereto for Steyer is incorporated herein by reference. (c) None. (d) FPLLC as 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 Units. FCMLLC, as an investment adviser, has the power to direct the disposition of the proceeds from the sale of the Units held by the Managed Accounts. Mr. Steyer is the senior managing member of FCMLLC and FPLLC. (e) Not applicable. The ownership of the Units reported hereby for FCP, FCIP, FCIP II, Tinicum and the Managed Accounts are owned directly by such entities. Each of Boilini, 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 Units, each of FPLLC and Fairman, as a managing member of FPLLC, may be deemed to be the beneficial owners of all such Units other than the Units owned by the Managed Accounts, and FCMLLC may be deemed to be the beneficial owner of all such Units owned by the Managed Accounts. Each of FCMLLC, FPLLC, Boilini, Cohen, Downes, Fairman, Fish, Fremder, Mellin, Millham, Moore and Steyer hereby disclaim any beneficial ownership of any such Units. 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: December 12, 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 ___________________________________ Thomas F. Steyer, individually and as attorney-in-fact for each of Enrique H. Boilini, David I. Cohen, Joseph F. Downes, Fleur E. Fairman, Jason M. Fish, Andrew B. Fremder, William F. Mellin, Stephen L. Millham, and Meridee A. Moore. ANNEX 1 Set forth below, with respect to Farallon Capital Management, L.L.C. and Farallon Partners, L.L.C. is the following: (a) name; (b) address; (c) principal business; (d) state of organization; (e) controlling persons. Set forth below, with respect to each managing member of the General Partner of FCP, FCIP, FCIP II, and Tinicum, is the following: (a) name; (b) business address; (c) principal occupation; and (d) citizenship. 1. (a) Farallon Capital Management, L.L.C. (b) One Maritime Plaza, Suite 1325 San Francisco, CA 94111 (c) Serves as investment adviser to various managed accounts (d) Delaware limited liability company (e) Managing Members: Thomas F. Steyer, Senior Managing Member, Enrique H. Boilini, David I. Cohen, Joseph H. Downes, Jason M. Fish, Andrew B. Fremder, William F. Mellin, Stephen L. Millham and Meridee A. Moore, Managing Members. 2. (a) Farallon Partners, L.L.C. (b) c/o Farallon Capital Management, L.L.C. One Maritime Plaza, Suite 1325 San Francisco, CA 94111 (c) Serves as general partner to investment partnerships (d) Delaware limited liability company (e) Managing Members: Thomas F. Steyer, Senior Managing Member, Enrique H. Boilini, David I. Cohen, Joseph H. Downes, Fleur E. Fairman, Jason M. Fish, Andrew B. Fremder, William F. Mellin, Stephen L. Millham and Meridee A. Moore, Managing Members. 3. (a) Enrique H. Boilini (b) c/o Farallon Capital Management, L.L.C. 75 Holly Hill Lane Greenwich, CT 06830 (c) Managing Member of Farallon Partners, L.L.C.; Managing Member of Farallon Capital Management, L.L.C. (d) Argentinean Citizen 4. (a) David I. Cohen (b) c/o Farallon Capital Management, L.L.C. One Maritime Plaza, Suite 1325 San Francisco, CA 94111 (c) Managing Member of Farallon Partners, L.L.C.; Managing Member of Farallon Capital Management, L.L.C. (d) South African Citizen PAGE 5. (a) Joseph F. Downes (b) c/o Farallon Capital Management, L.L.C. One Maritime Plaza, Suite 1325 San Francisco, CA 94111 (c) Managing Member of Farallon Partners, L.L.C.; Managing Member of Farallon Capital Management, L.L.C. (d) United States Citizen 6. (a) Fleur E. Fairman (b) 993 Park Avenue New York, New York 10028 (c) Managing Member of Farallon Partners, L.L.C. (d) United States Citizen 7. (a) Jason M. Fish (b) c/o Farallon Capital Management, L.L.C. One Maritime Plaza, Suite 1325 San Francisco, CA 94111 (c) Managing Member of Farallon Partners, L.L.C.; Managing Member of Farallon Capital Management, L.L.C. (d) United States Citizen 8. (a) Andrew B. Fremder (b) c/o Farallon Capital Management, L.L.C. One Maritime Plaza, Suite 1325 San Francisco, CA 94111 (c) Managing Member of Farallon Partners, L.L.C.; Managing Member of Farallon Capital Management, L.L.C. (d) United States Citizen 9. (a) William F. Mellin (b) c/o Farallon Capital Management, L.L.C. One Maritime Plaza, Suite 1325 San Francisco, CA 94111 (c) Managing Member of Farallon Partners, L.L.C.; Managing Member of Farallon Capital Management, L.L.C. (d) United States Citizen 10. (a) Stephen L. Millham (b) c/o Farallon Capital Management, L.L.C. One Maritime Plaza, Suite 1325 San Francisco, CA 94111 (c) Managing Member of Farallon Partners, L.L.C.; Managing Member of Farallon Capital Management, L.L.C. (d) United States Citizen PAGE 11. (a) Meridee A. Moore (b) c/o Farallon Capital Management, L.L.C. One Maritime Plaza, Suite 1325 San Francisco, CA 94111 (c) Managing Member of Farallon Partners, L.L.C.; Managing Member of Farallon Capital Management, L.L.C. (d) United States Citizen 12. (a) Thomas F. Steyer (b) c/o Farallon Capital Management, L.L.C. One Maritime Plaza, Suite 1325 San Francisco, CA 94111 (c) Senior Managing Member of Farallon Partners, L.L.C.; Senior Managing Member of Farallon Capital Management, L.L.C. (d) United States Citizen SCHEDULE A FARALLON CAPITAL PARTNERS, L.P. NO. OF UNITS PRICE TRADE DATE PURCHASED PER UNIT (including commission) 11/26/96 4,200 $26.92 12/03/96 15,000 $27.04 SCHEDULE B FARALLON CAPITAL INSTITUTIONAL PARTNERS, L.P. NO. OF UNITS PRICE TRADE DATE PURCHASED PER UNIT (including commission) 11/26/96 5,700 $26.92 12/03/96 18,000 $27.04 PAGE SCHEDULE C FARALLON CAPITAL INSTITUTIONAL PARTNERS II, L.P. NO. OF UNITS PRICE TRADE DATE PURCHASED PER UNIT (including commission) 11/26/96 900 $26.92 12/03/96 4,800 $27.04 PAGE SCHEDULE D TINICUM PARTNERS, L.P. NO. OF UNITS PRICE TRADE DATE PURCHASED PER UNIT (including commission) 11/26/96 600 $26.92 12/03/96 2,400 $27.04 PAGE SCHEDULE E FARALLON CAPITAL MANAGEMENT, L.L.C. NO. OF UNITS PRICE TRADE DATE PURCHASED PER UNIT (including commission) 11/12/96 2,500 $27.75 11/26/96 2,100 $26.92 12/03/96 4,800 $27.04 11/26/96 300 $26.92 12/03/96 600 $27.04 11/12/96 2,500 $27.75 11/15/96 3,000 $27.625 11/26/96 1,200 $26.92 11/03/96 14,400 $27.04 -----END PRIVACY-ENHANCED MESSAGE-----