-----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, Vbtca5Q7aPHjZLapC253SVU12FmdAJZevaMEnySYxwaCtuladDn5Y2gdfDyzArja P4mQXhNerlmoZ7ctgvKBhQ== 0001012168-97-000002.txt : 19970113 0001012168-97-000002.hdr.sgml : 19970113 ACCESSION NUMBER: 0001012168-97-000002 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970110 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NOEL GROUP INC CENTRAL INDEX KEY: 0000829269 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-HARDWARE [5072] IRS NUMBER: 132649262 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-47711 FILM NUMBER: 97503790 BUSINESS ADDRESS: STREET 1: 667 MADISON AVE CITY: NEW YORK STATE: NY ZIP: 10021 BUSINESS PHONE: 2123711400 MAIL ADDRESS: STREET 1: 667 MADISON AVE CITY: NEW YORK STATE: NY ZIP: 10021 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. 1)* Noel Group, Inc. (NOEL) (Name of Issuer) Common Stock, par value $0.10 per share (Title of Class of Securities) CUSIP No. 655260107 (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 1, 1997 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box . Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of that Act but shall be subject to all other provisions of the Act (however, see the Notes). PAGE SCHEDULE 13D CUSIP NO. 655260107 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Farallon Capital Partners, L.P. 2 Check the Appropriate Box if a Member of a Group* (a) (b) /x/ 3 SEC Use Only 4 Source of Funds* WC, 00 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6 Citizenship or Place of Organization California Number of Shares Beneficially Owned By Each Reporting Person With 7 Sole Voting Power -0- 8 Shared Voting Power 379,800 9 Sole Dispositive Power -0- 10 Shared Dispositive Power 379,800 11 Aggregate Amount Beneficially Owned By Each Report- ing Person 379,800 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* 13 Percent of Class Represented by Amount in Row (11) 1.9% 14 Type of Reporting Person* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP NO. 655260107 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Farallon Capital Institutional Partners, L.P. 2 Check the Appropriate Box if a Member of a Group* (a) (b) /x/ 3 SEC Use Only 4 Source of Funds* WC 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6 Citizenship or Place of Organization California Number of Shares Beneficially Owned By Each Reporting Person With 7 Sole Voting Power -0- 8 Shared Voting Power 396,107 9 Sole Dispositive Power -0- 10 Shared Dispositive Power 396,107 11 Aggregate Amount Beneficially Owned By Each Reporting Person 396,107 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* 13 Percent of Class Represented by Amount in Row (11) 2.0% 14 Type of Reporting Person* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP NO. 655260107 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 72,400 9 Sole Dispositive Power -0- 10 Shared Dispositive Power 72,400 11 Aggregate Amount Beneficially Owned By Each Report- ing Person 72,400 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% 14 Type of Reporting Person* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP NO. 655260107 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Farallon Capital Institutional Partners III, L.P. 2 Check the Appropriate Box if a Member of a Group* (a) (b) /x/ 3 SEC Use Only 4 Source of Funds* WC 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6 Citizenship or Place of Organization Delaware Number of Shares Beneficially Owned By Each Reporting Person With 7 Sole Voting Power -0- 8 Shared Voting Power 35,693 9 Sole Dispositive Power -0- 10 Shared Dispositive Power 35,693 11 Aggregate Amount Beneficially Owned By Each Report- ing Person 35,693 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* 13 Percent of Class Represented by Amount in Row (11) 0.2% 14 Type of Reporting Person* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP NO. 655260107 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Tinicum Partners, L.P. 2 Check the Appropriate Box if a Member of a Group* (a) (b) /x/ 3 SEC Use Only 4 Source of Funds* WC, 00 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6 Citizenship or Place of Organization New York Number of Shares Beneficially Owned By Each Reporting Person With 7 Sole Voting Power -0- 8 Shared Voting Power 71,500 9 Sole Dispositive Power -0- 10 Shared Dispositive Power 71,500 11 Aggregate Amount Beneficially Owned By Each Reporting Person 71,500 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% 14 Type of Reporting Person* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP NO. 655260107 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 133,000 9 Sole Dispositive Power -0- 10 Shared Dispositive Power 133,000 11 Aggregate Amount Beneficially Owned By Each Reporting Person 133,000 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* 13 Percent of Class Represented by Amount in Row (11) 0.7% 14 Type of Reporting Person* IA, 00 *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP NO. 655260107 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 955,500 9 Sole Dispositive Power -0- 10 Shared Dispositive Power 955,500 11 Aggregate Amount Beneficially Owned By Each Reporting Person 955,500 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% 14 Type of Reporting Person* 00 *SEE INSTRUCTIONS BEFORE FILLING OUT! PAGE SCHEDULE 13D CUSIP NO. 655260107 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Enrique H. Boilini 2 Check the Appropriate Box if a Member of a Group* (a) (b) /x/ 3 SEC Use Only 4 Source of Funds* AF, 00 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6 Citizenship or Place of Organization Argentina Number of Shares Beneficially Owned By Each Reporting Person With 7 Sole Voting Power -0- 8 Shared Voting Power 1,088,500 9 Sole Dispositive Power -0- 10 Shared Dispositive Power 1,088,500 11 Aggregate Amount Beneficially Owned By Each Reporting Person 1,088,500 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* 13 Percent of Class Represented by Amount in Row (11) 5.4% 14 Type of Reporting Person* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP NO. 655260107 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person David I. Cohen 2 Check the Appropriate Box if a Member of a Group* (a) (b) /x/ 3 SEC Use Only 4 Source of Funds* AF, 00 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6 Citizenship or Place of Organization South Africa Number of Shares Beneficially Owned By Each Reporting Person With 7 Sole Voting Power -0- 8 Shared Voting Power 1,088,500 9 Sole Dispositive Power -0- 10 Shared Dispositive Power 1,088,500 11 Aggregate Amount Beneficially Owned By Each Reporting Person 1,088,500 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* 13 Percent of Class Represented by Amount in Row (11) 5.4% 14 Type of Reporting Person* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP NO. 655260107 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Joseph F. Downes 2 Check the Appropriate Box if a Member of a Group* (a) (b) /x/ 3 SEC Use Only 4 Source of Funds* AF, 00 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6 Citizenship or Place of Organization United States Number of Shares Beneficially Owned By Each Reporting Person With 7 Sole Voting Power -0- 8 Shared Voting Power 1,088,500 9 Sole Dispositive Power -0- 10 Shared Dispositive Power 1,088,500 11 Aggregate Amount Beneficially Owned By Each Reporting Person 1,088,500 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* 13 Percent of Class Represented by Amount in Row (11) 5.4% 14 Type of Reporting Person* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! PAGE SCHEDULE 13D CUSIP NO. 655260107 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 955,500 9 Sole Dispositive Power -0- 10 Shared Dispositive Power 955,500 11 Aggregate Amount Beneficially Owned By Each Reporting Person 955,500 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% 14 Type of Reporting Person* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP NO. 655260107 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Jason M. Fish 2 Check the Appropriate Box if a Member of a Group* (a) (b) /x/ 3 SEC Use Only 4 Source of Funds* AF, 00 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6 Citizenship or Place of Organization United States Number of Shares Beneficially Owned By Each Reporting Person With 7 Sole Voting Power -0- 8 Shared Voting Power 1,088,500 9 Sole Dispositive Power -0- 10 Shared Dispositive Power 1,088,500 11 Aggregate Amount Beneficially Owned By Each Reporting Person 1,088,500 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* 13 Percent of Class Represented by Amount in Row (11) 5.4% 14 Type of Reporting Person* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! PAGE SCHEDULE 13D CUSIP NO. 655260107 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Andrew B. Fremder 2 Check the Appropriate Box if a Member of a Group* (a) (b) /x/ 3 SEC Use Only 4 Source of Funds* AF, 00 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6 Citizenship or Place of Organization United States Number of Shares Beneficially Owned By Each Reporting Person With 7 Sole Voting Power -0- 8 Shared Voting Power 1,088,500 9 Sole Dispositive Power -0- 10 Shared Dispositive Power 1,088,500 11 Aggregate Amount Beneficially Owned By Each Reporting Person 1,088,500 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* 13 Percent of Class Represented by Amount in Row (11) 5.4% 14 Type of Reporting Person* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! PAGE SCHEDULE 13D CUSIP NO. 655260107 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person William F. Mellin 2 Check the Appropriate Box if a Member of a Group* (a) (b) /x/ 3 SEC Use Only 4 Source of Funds* AF, 00 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6 Citizenship or Place of Organization United States Number of Shares Beneficially Owned By Each Reporting Person With 7 Sole Voting Power -0- 8 Shared Voting Power 1,088,500 9 Sole Dispositive Power -0- 10 Shared Dispositive Power 1,088,500 11 Aggregate Amount Beneficially Owned By Each Reporting Person 1,088,500 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* 13 Percent of Class Represented by Amount in Row (11) 5.4% 14 Type of Reporting Person* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP NO. 655260107 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Stephen L. Millham 2 Check the Appropriate Box if a Member of a Group* (a) (b) /x/ 3 SEC Use Only 4 Source of Funds* AF, 00 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6 Citizenship or Place of Organization United States Number of Shares Beneficially Owned By Each Reporting Person With 7 Sole Voting Power -0- 8 Shared Voting Power 1,088,500 9 Sole Dispositive Power -0- 10 Shared Dispositive Power 1,088,500 11 Aggregate Amount Beneficially Owned By Each Reporting Person 1,088,500 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* 13 Percent of Class Represented by Amount in Row (11) 5.4% 14 Type of Reporting Person* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP NO. 655260107 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Meridee A. Moore 2 Check the Appropriate Box if a Member of a Group* (a) (b) /x/ 3 SEC Use Only 4 Source of Funds* AF, 00 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6 Citizenship or Place of Organization United States Number of Shares Beneficially Owned By Each Reporting Person With 7 Sole Voting Power -0- 8 Shared Voting Power 1,088,500 9 Sole Dispositive Power -0- 10 Shared Dispositive Power 1,088,500 11 Aggregate Amount Beneficially Owned By Each Reporting Person 1,088,500 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* 13 Percent of Class Represented by Amount in Row (11) 5.4% 14 Type of Reporting Person* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! PAGE SCHEDULE 13D CUSIP NO. 655260107 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Thomas F. Steyer 2 Check the Appropriate Box if a Member of a Group* (a) (b) /x/ 3 SEC Use Only 4 Source of Funds* AF, 00 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6 Citizenship or Place of Organization United States Number of Shares Beneficially Owned By Each Reporting Person With 7 Sole Voting Power -0- 8 Shared Voting Power 1,088,500 9 Sole Dispositive Power -0- 10 Shared Dispositive Power 1,088,500 11 Aggregate Amount Beneficially Owned By Each Report- ing Person 1,088,500 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* 13 Percent of Class Represented by Amount in Row (11) 5.4% 14 Type of Reporting Person* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! This Amendment No. 1 to Schedule 13D amends the Schedule 13D initially filed December 30, 1996 (the "Schedule 13D"). 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 York limited partnership ("Tinicum" and, together 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"); (vii) Farallon Partners, L.L.C., a Delaware limited liability company ("FPLLC") with respect to the Shares held by each of the entities named in (i) through (v) above; (viii) each of Enrique H. Boilini ("Boilini"), David I. Cohen ("Cohen"), Joseph F. Downes ("Downes"), Jason M. Fish ("Fish"), Andrew B. Fremder ("Fremder"), William F. Mellin ("Mellin"), Stephen L. Millham ("Millham"), Meridee A. Moore ("Moore") and Thomas F. Steyer ("Steyer"), with respect to the Shares held by each of the entities named in (i) through (vi) above; and (ix) Fleur E. Fairman ("Fairman") with respect to the Shares held by each of the entities named in (i) through (v) above (FCP, FCIP, FCIP II, FCIP III, Tinicum, FCMLLC, FPLLC, Boilini, Cohen, Downes, Fairman, Fish, Fremder, Mellin, Millham, Moore and Steyer shall collectively be referred to hereafter as the "Reporting Persons"). On January 1, 1997, a limited partner (the "Limited Partner") in FCIP withdrew 100% of the Limited Partner's interest in Shares. The withdrawn Shares were placed in FCIP III, a newly-formed limited partnership whose general partner is FPLLC and whose sole limited partner is the Limited Partner. The name, address, principal business, state of organization, executive officers, directors and controlling persons of FCMLLC and FPLLC, are set forth on Annex 1 hereto. The Shares reported hereby for FCP, FCIP, FCIP II, FCIP III, Tinicum and the Managed Accounts are owned directly by such entities. Each of Boilini, Cohen, Downes, Fish, Fremder, Mellin, Millham, Moore and Steyer may be deemed, as managing members of FPLLC and FCMLLC, to be the beneficial owner of all such Shares. Each of FPLLC and Fairman, as a managing member of FPLLC, may be deemed to be the beneficial owners of all such Shares other than the Shares owned by the Managed Accounts. FCMLLC may be deemed to be the beneficial owner of all such Shares owned by the Managed Accounts. Each of FCMLLC, FPLLC, Boilini, Cohen, Downes, Fairman, Fish, Fremder, Mellin, Millham, Moore and Steyer hereby disclaim any beneficial ownership of any such Shares. (b) The address of the principal business and principal office of (i) the Partnerships, FCMLLC and FPLLC is One Maritime Plaza, Suite 1325, San Francisco, California 94111, and (ii) Offshore is CITCO Building, Wickhams Cay, P.O. Box 662, Road Town, Tortola, British Virgin Islands. (c) The principal business of each of the Partnerships and Offshore is that of a private investment fund engaging in the purchase and sale of investments for its own account. The principal business of FPLLC is to act as 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. The net investment cost (including commissions) is $168,373 for the 24,400 Shares acquired by FCP since the filing of the Schedule 13D, $32,445 for the 4,700 Shares acquired by FCIP II since the filing of the last Schedule 13D, $33,207 for the 4,800 Shares acquired by Tinicum since the filing of the Schedule 13D, and $57,958 for the 8,400 Shares acquired by the Managed Accounts since the filing of the Schedule 13D. The net investment cost (including commissions) of the 396,107 Shares held by FCIP is $3,221,015.02 and of the 35,693 Shares held by FCIP III is $290,208.14. The consideration for such acquisitions was obtained as follows: (i) with respect to FCIP, FCIP II, and FCIP III from working capital; (ii) with respect to the Managed Accounts, from the working capital of each Managed Account and/or from borrowings pursuant to margin accounts maintained by some of the Managed Accounts at Goldman Sachs & Co.; and (iii) with respect to FCP and Tinicum, from working capital, from borrowings pursuant to margin accounts maintained by FCP and Tinicum at Goldman Sachs & Co. and/or from borrowings pursuant to separate revolving credit agreements (the "Credit Agreements") entered into by each of FCP and Tinicum with ING (U.S.) Capital Corporation ("ING"). FCP, Tinicum and some of the Managed Accounts hold certain securities in their respective margin accounts at Goldman Sachs & Co., and the accounts may from time to time have debit balances. Currently, the interest rate charged on such margin accounts is the broker call rate plus 0.5% per annum. The interest rates charged pursuant to the Credit Agreements are the ING Base Rate plus 1.5% and/or the LIBO Rate plus a spread ranging from 1.875%-2.25% depending upon the amount of borrowings currently outstanding under the relevant Credit Agreement. It is not possible to determine the amount of borrowings, if any, used to acquire the Shares. Item 5. Interest in Securities of the Issuer. A. Farallon Capital Partners, L.P. (a),(b) The information set forth in Rows 7, 8, 9, 10, 11 and 13 of the cover page hereto for FCP is incorporated herein by reference. The percentage amount set forth in Row 13 of such cover page and of each other cover page filed herewith is calculated based upon the 20,187,705 Shares reported by the Company to be outstanding in the Company's Preliminary Proxy Statement dated November 27, 1996. (c) The trading dates, number of Shares purchased or sold and the price per Share for all purchases and sales of in the Shares since the filing of the last 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 General Partner has the power to direct the affairs of FCP, including the disposition of the proceeds from the sale of the Shares. Steyer is the senior managing member of FPLLC, and Boilini, Cohen, Downes, Fairman, Fish, Fremder, Mellin, Millham and Moore are managing members of FPLLC. (e) Not applicable. B. Farallon Capital Institutional Partners, L.P. (a),(b) The information set forth in Rows 7, 8, 9, 10, 11 and 13 of the cover page hereto for FCIP is incorporated herein by reference. (c) The trading dates, number of Shares purchased or sold and the price per Share for all purchases and sales of the Shares since the filing of the Schedule 13D are set forth on Schedule B hereto and are incorporated herein by reference. All of such purchases or sales were open-market transactions. The transfer date and number of Shares transferred for each transaction since the filing of the Schedule 13D which is not a purchase or sale is set forth on Schedule B hereto. (d) FPLLC as General Partner has the power to direct the affairs of FCIP, including the disposition of the proceeds from the sale of the Shares. Steyer is the senior managing member of FPLLC and Boilini, Cohen, Downes, Fairman, Fish, Fremder, Mellin, Millham and Moore are managing members of FPLLC. (e) Not applicable. C. Farallon Capital Institutional Partners II, L.P. (a),(b) The information set forth in Rows 7, 8, 9, 10, 11 and 13 of the cover page hereto for FCIP II is incorporated herein by reference. (c) The trading dates, number of Shares purchased or sold and the price per Share for all purchases and sales of the Shares since the filing of the Schedule 13D are set forth on Schedule C hereto and are incorporated herein by reference. All of such transactions were open-market transactions. (d) FPLLC as General Partner has the power to direct the affairs of FCIP II, including the disposition of the proceeds from the sale of the Shares. Steyer is the senior managing member of FPLLC and Boilini, Cohen, Downes, Fairman, Fish, Fremder, Mellin, Millham and Moore are managing members of FPLLC. (e) Not applicable. D. Farallon Capital Institutional Partners III, L.P. (a),(b) The information set forth in Rows 7, 8, 9, 10, 11 and 13 of the cover page hereto for FCIP III is incorporated herein by reference. (c) The trading dates, number of Shares purchased or sold and the price per Share for all purchases and sales of the Shares since the formation of FCIP III are set forth on Schedule D hereto and are incorporated herein by reference. All such purchases or sales were open-market transactions. The transfer date and number of Shares transferred for each transaction since the formation of FCIP III which is not a purchase or sale is set forth on Schedule D hereto. (d) FPLLC as General Partner has the power to direct the affairs of FCIP III, including the disposition of the proceeds from the sale of the Shares. Steyer is the senior managing member of FPLLC and Boilini, Cohen, Downes, Fairman, Fish, Fremder, Mellin, Millham and Moore are managing members of FPLLC. (e) Not applicable. E. Tinicum Partners, L.P. (a),(b) The information set forth in Rows 7, 8, 9, 10, 11 and 13 of the cover page hereto for Tinicum is incorporated herein by reference. (c) The trading dates, number of Shares purchased or sold and the price per Share for all purchases and sales of the Shares since the filing of the Schedule 13D are set forth on Schedule E hereto and are incorporated herein by reference. All of such transactions were open-market transactions. (d) FPLLC as General Partner has the power to direct the affairs of Tinicum, including the disposition of the proceeds from the sale of the Shares. Steyer is the senior managing member of FPLLC and Boilini, Cohen, Downes, Fairman, Fish, Fremder, Mellin, Millham and Moore are managing members of FPLLC. (e) Not applicable. F. Farallon Capital Management, L.L.C. (a),(b) The information set forth in Rows 7, 8, 9, 10, 11 and 13 of the cover page hereto for FCMLLC is incorporated herein by reference. (c) The trading dates, number of Shares purchased or sold and the price per Share for all purchases and sales of the Shares by the Managed Accounts since the filing of the Schedule 13D are set forth on Schedule F hereto and are incorporated herein by reference. All of such transactions were open-market transactions. (d) FCMLLC, as an investment adviser, has the power to direct the disposition of the proceeds from the sale of the Shares held by the Managed Accounts. Steyer is the senior managing member of FCMLLC, and Boilini, Cohen, Downes, Fish, Fremder, 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, Fairman, Fish, Fremder, Mellin, Millham and Moore are managing members of FPLLC. (e) Not applicable. H. Enrique H. Boilini (a),(b) The information set forth in Rows 7, 8, 9, 10, 11 and 13 of the cover page hereto for Boilini is incorporated herein by reference. (c) None. (d) FPLLC as General Partner has the power to direct the affairs of the Partnerships, including the disposition of the proceeds from the sale of the Shares. FCMLLC, as an investment adviser, has the power to direct the disposition of the proceeds from the sale of Shares held by the Managed Accounts. Boilini is a managing member of FCMLLC and FPLLC. (e) Not applicable. I. David I. Cohen (a),(b) The information set forth in Rows 7, 8, 9, 10, 11 and 13 of the cover page hereto for Cohen is incorporated herein by reference. (c) None. (d) FPLLC as General Partner has the power to direct the affairs of the Partnerships, including the disposition of the proceeds from the sale of the Shares. FCMLLC, as an investment adviser, has the power to direct the disposition of the proceeds from the sale of 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 from the sale of the Shares. FCMLLC, as an investment adviser, has the power to direct the disposition of the proceeds from the sale of Shares held by the Managed Accounts. Downes is a managing member of FCMLLC and FPLLC. (e) Not applicable. K. Fleur E. Fairman (a),(b) The information set forth in Rows 7, 8, 9, 10, 11 and 13 of the cover page hereto for Fairman is incorporated herein by reference. (c) None. (d) FPLLC as General Partner has the power to direct the affairs of the Partnerships, including the disposition of the proceeds from the sale of the Shares. Fairman is a managing member of FPLLC. (e) Not applicable. L. Jason M. Fish (a),(b) The information set forth in Rows 7, 8, 9, 10, 11 and 13 of the cover page hereto for Fish is incorporated herein by reference. (c) None. (d) FPLLC as General Partner has the power to direct the affairs of the Partnerships, including the disposition of the proceeds from the sale of the Shares. FCMLLC, as an investment adviser, has the power to direct the disposition of the proceeds from the sale of Shares held by the Managed Accounts. Fish is a managing member of FCMLLC and FPLLC. (e) Not applicable. M. Andrew B. Fremder (a),(b) The information set forth in Rows 7, 8, 9, 10, 11 and 13 of the cover page hereto for Fremder is incorporated herein by reference. (c) None. (d) FPLLC as General Partner has the power to direct the affairs of the Partnerships, including the disposition of the proceeds from the sale of the Shares. FCMLLC, as an investment adviser, has the power to direct the disposition of the proceeds from the sale of Shares held by the Managed Accounts. Fremder is a managing member of FCMLLC and FPLLC. PAGE (e) Not applicable. N. William F. Mellin (a),(b) The information set forth in Rows 7, 8, 9, 10, 11 and 13 of the cover page hereto for Mellin is incorporated herein by reference. (c) None. (d) FPLLC as General Partner has the power to direct the affairs of the Partnerships, including the disposition of the proceeds from the sale of the Shares. FCMLLC, as an investment adviser, has the power to direct the disposition of the proceeds from the sale of Shares held by the Managed Accounts. Mellin is a managing member of FCMLLC and FPLLC. (e) Not applicable. O. Stephen L. Millham (a),(b) The information set forth in Rows 7, 8, 9, 10, 11 and 13 of the cover page hereto for Millham is incorporated herein by reference. (c) None. (d) FPLLC as General Partner has the power to direct the affairs of the Partnerships, including the disposition of the proceeds from the sale of the Shares. FCMLLC, as an investment adviser, has the power to direct the disposition of the proceeds from the sale of Shares held by the Managed Accounts. Millham is a managing member of FCMLLC and FPLLC. (e) Not applicable. P. Meridee A. Moore (a),(b) The information set forth in Rows 7, 8, 9, 10, 11 and 13 of the cover page hereto for Moore is incorporated herein by reference. (c) None. (d) FPLLC as General Partner has the power to direct the affairs of the Partnerships, including the disposition of the proceeds from the sale of the Shares. FCMLLC, as an investment PAGE adviser, has the power to direct the disposition of the proceeds from the sale of Shares held by the Managed Accounts. Moore is a managing member of FCMLLC and FPLLC. (e) Not applicable. Q. Thomas F. Steyer (a),(b) The information set forth in Rows 7, 8, 9, 10, 11 and 13 of the cover page hereto for Steyer is incorporated herein by reference. (c) None. (d) FPLLC as General Partner has the power to direct the affairs of the Partnerships, including the disposition of the proceeds from the sale of the Shares. FCMLLC, as an investment adviser, has the power to direct the disposition of the proceeds from 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 FCP, FCIP, FCIP II, FCIP III, Tinicum and the Managed Accounts are owned directly by such entities. Each of Boilini, Cohen, Downes, Fish, Fremder, Mellin, Millham, Moore and Steyer may be deemed, as managing members of FPLLC and FCMLLC, to be the beneficial owner of all such Shares. Each of FPLLC and Fairman, as a managing member of FPLLC, may be deemed to be the beneficial owner of all such Shares other than the Shares owned by the Managed Accounts. FCMLLC may be deemed to be the beneficial owner of all such Shares owned by the Managed Accounts. Each of FCMLLC, FPLLC, Boilini, Cohen, Downes, Fairman, Fish, Fremder, Mellin, Millham, Moore and Steyer hereby disclaim any beneficial ownership of any such Shares. Item 7. Materials to be Filed as Exhibits. There is filed herewith as Exhibit 1 a written agreement relating to the filing of joint acquisition statements as required by Rule 13d-1(f)(1) under the Securities Exchange Act of 1934, as amended. SIGNATURES After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Dated: January 10, 1997 /s/ Thomas F. Steyer FARALLON PARTNERS, L.L.C., on its own behalf and as General Partner of FARALLON CAPITAL PARTNERS, L.P., FARALLON CAPITAL INSTITUTIONAL PARTNERS, L.P., FARALLON CAPITAL INSTITUTIONAL PARTNERS II, L.P., FARALLON CAPITAL INSTITUTIONAL PARTNERS III, L.P., and TINICUM PARTNERS, L.P. by Thomas F. Steyer, Senior Managing Member /s/ Thomas F. Steyer FARALLON CAPITAL MANAGEMENT, L.L.C. By Thomas F. Steyer, Senior Managing Member /s/ Thomas F. Steyer Thomas F. Steyer, individually and as attorney-in-fact for each of Enrique H. Boilini, David I. Cohen, Joseph F. Downes, Fleur E. Fairman, Jason M. Fish, Andrew B. Fremder, William F. Mellin, Stephen L. Millham, and Meridee A. Moore. ANNEX 1 Set forth below with respect to FCMLLC and FPLLC is the following: (a) name; (b) address; (c) principal business; (d) state of organization; and (e) controlling persons. Set forth below, with respect to each managing member of FCMLLC and FPLLC, is the following: (a) name; (b) business address; (c) principal occupation; and (d) citizenship. 1. (a) Farallon Capital Management, L.L.C. (b) One Maritime Plaza, Suite 1325 San Francisco, CA 94111 (c) Serves as investment adviser to various managed accounts (d) Delaware limited liability company (e) Managing Members: Thomas F. Steyer, 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) 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 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 PAGE EXHIBIT 1 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 10, 1997 /s/ Thomas F. Steyer FARALLON PARTNERS, L.L.C., on its own behalf and as General Partner of FARALLON CAPITAL PARTNERS, L.P., FARALLON CAPITAL INSTITUTIONAL PARTNERS, L.P., FARALLON CAPITAL INSTITUTIONAL PARTNERS II, L.P., FARALLON CAPITAL INSTITUTIONAL PARTNERS III, L.P., and TINICUM PARTNERS, L.P. by Thomas F. Steyer, Senior Managing Member /s/ Thomas F. Steyer FARALLON CAPITAL MANAGEMENT, L.L.C. By Thomas F. Steyer, Senior Managing Member /s/ Thomas F. Steyer Thomas F. Steyer, individually and as attorney-in-fact for each of Enrique H. Boilini, David I. Cohen, Joseph F. Downes, Fleur E. Fairman, Jason M. Fish, Andrew B. Fremder, William F. Mellin, Stephen L. Millham, Meridee A. Moore. PAGE SCHEDULE A FARALLON CAPITAL PARTNERS, L.P. NO. OF SHARES PRICE TRADE DATE PURCHASED PER SHARE (including commission) 12/31/96 3,300 $7.06 1/02/97 21,100 $6.88 PAGE SCHEDULE B FARALLON CAPITAL INSTITUTIONAL PARTNERS, L.P. NO. OF SHARES TRADE OR PURCHASED ("P) OR PRICE TRANSFER DATE TRANSFERRED ("T")<1> PER SHARE (including commission) 12/31/96 3,800(P) $7.06 1/01/97 33,693(T) N/A 1/02/97 21,900(P) $6.88 <1> On January 1, 1997, the Limited Partner withdrew 100% of the Limited Partner's interest in Shares. The withdrawn Shares were placed in FCIP III. The Reporting Persons do not consider this transaction to be either a purchase or a sale of Shares. PAGE SCHEDULE C FARALLON CAPITAL INSTITUTIONAL PARTNERS II, L.P. NO. OF SHARES PRICE TRADE DATE PURCHASED PER SHARE (including commission) 12/31/96 700 $7.06 1/02/97 4,000 $6.88 SCHEDULE D FARALLON CAPITAL INSTITUTIONAL PARTNERS III, L.P. NO. OF SHARES TRADE OR PURCHASED ("P") OR PRICE TRANSFER DATE TRANSFERRED ("T")<1> PER SHARE (including commission) 1/01/97 33,693(T) N/A 1/02/97 2,000(P) $6.88 <1> On January 1, 1997, the Limited Partner withdrew 100% of the Limited Partner's interest in Shares. The withdrawn Shares were placed in FCIP III. The Reporting Persons do not consider this transaction to be either a purchase or a sale of Shares. SCHEDULE E TINICUM PARTNERS, L.P. NO. OF SHARES PRICE TRADE DATE PURCHASED PER SHARE (including commission) 12/31/96 1,100 $7.06 1/02/97 3,700 $6.88 PAGE SCHEDULE F FARALLON CAPITAL MANAGEMENT, L.L.C. NO. OF SHARES PRICE TRADE DATE PURCHASED PER SHARE (including commission) 12/31/96 700 $7.06 1/02/97 4,100 $6.88 12/31/96 100 $7.06 1/02/97 900 $6.88 12/31/96 300 $7.06 1/02/97 2,300 $6.88 -----END PRIVACY-ENHANCED MESSAGE-----