-----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, HI2lmKM+aqrw9dof7OeYH/lfIfs/5pvOUbaS3fhixrQ0BYVrtSw1xOnZHRancz/2 BVMAJOA9IC49C1UxSBc9Bg== 0001012168-97-000022.txt : 19970623 0001012168-97-000022.hdr.sgml : 19970623 ACCESSION NUMBER: 0001012168-97-000022 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970620 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: STRAWBRIDGE & CLOTHIER CENTRAL INDEX KEY: 0000094855 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-DEPARTMENT STORES [5311] IRS NUMBER: 231131660 STATE OF INCORPORATION: PA FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-10948 FILM NUMBER: 97627304 BUSINESS ADDRESS: STREET 1: 801 MARKET ST CITY: PHILADELPHIA STATE: PA ZIP: 19107-3199 BUSINESS PHONE: 2156296779 MAIL ADDRESS: STREET 1: 801 MARKET STREET CITY: PHILADELPHIA STATE: PA ZIP: 19107-3199 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. 9)* Strawbridge & Clothier (STRWA) (Name of Issuer) Series A Common Stock, par value $1.00 (Title of Class of Securities) CUSIP No. 863200101 (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 12, 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). SCHEDULE 13D CUSIP No. 863200101 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 771,600 9 Sole Dispositive Power -0- 10 Shared Dispositive Power 771,600 11 Aggregate Amount Beneficially Owned By Each Reporting Person 771,600 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* 13 Percent of Class Represented by Amount in Row (11) 7.3% 14 Type of Reporting Person* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! PAGE SCHEDULE 13D CUSIP No. 863200101 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 712,031 9 Sole Dispositive Power -0- 10 Shared Dispositive Power 712,031 11 Aggregate Amount Beneficially Owned By Each Reporting Person 712,031 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* 13 Percent of Class Represented by Amount in Row (11) 6.7% 14 Type of Reporting Person* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! PAGE SCHEDULE 13D CUSIP No. 863200101 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 17,000 9 Sole Dispositive Power -0- 10 Shared Dispositive Power 17,000 11 Aggregate Amount Beneficially Owned By Each Reporting Person 17,000 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* 13 Percent of Class Represented by Amount in Row (11) 0.2% 14 Type of Reporting Person* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! PAGE SCHEDULE 13D CUSIP No. 863200101 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 70,469 9 Sole Dispositive Power -0- 10 Shared Dispositive Power 70,469 11 Aggregate Amount Beneficially Owned By Each Reporting Person 70,469 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* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! PAGE SCHEDULE 13D CUSIP No. 863200101 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 139,600 9 Sole Dispositive Power -0- 10 Shared Dispositive Power 139,600 11 Aggregate Amount Beneficially Owned By Each Reporting Person 139,600 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* 13 Percent of Class Represented by Amount in Row (11) 1.3% 14 Type of Reporting Person* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! PAGE SCHEDULE 13D CUSIP No. 863200101 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 477,400 9 Sole Dispositive Power -0- 10 Shared Dispositive Power 477,400 11 Aggregate Amount Beneficially Owned By Each Reporting Person 477,400 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* 13 Percent of Class Represented by Amount in Row (11) 4.5% 14 Type of Reporting Person* IA,00 *SEE INSTRUCTIONS BEFORE FILLING OUT! PAGE SCHEDULE 13D CUSIP No. 863200101 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Farallon Partners, L.L.C. 2 Check the Appropriate Box if a Member of a Group* (a) (b) /x/ 3 SEC Use Only 4 Source of Funds* AF 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6 Citizenship or Place of Organization Delaware Number of Shares Beneficially Owned By Each Reporting Person With 7 Sole Voting Power -0- 8 Shared Voting Power 1,710,700 9 Sole Dispositive Power -0- 10 Shared Dispositive Power 1,710,700 11 Aggregate Amount Beneficially Owned By Each Reporting Person 1,710,700 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* 13 Percent of Class Represented by Amount in Row (11) 16.1% 14 Type of Reporting Person* 00 *SEE INSTRUCTIONS BEFORE FILLING OUT! PAGE SCHEDULE 13D CUSIP No. 863200101 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 2,188,100 9 Sole Dispositive Power -0- 10 Shared Dispositive Power 2,188,100 11 Aggregate Amount Beneficially Owned By Each Report- Reporting Person 2,188,100 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* 13 Percent of Class Represented by Amount in Row (11) 20.6% 14 Type of Reporting Person* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! PAGE SCHEDULE 13D CUSIP No. 863200101 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 2,188,100 9 Sole Dispositive Power -0- 10 Shared Dispositive Power 2,188,100 11 Aggregate Amount Beneficially Owned By Each Reporting Person 2,188,100 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* 13 Percent of Class Represented by Amount in Row (11) 20.6% 14 Type of Reporting Person* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! PAGE SCHEDULE 13D CUSIP No. 863200101 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 2,188,100 9 Sole Dispositive Power -0- 10 Shared Dispositive Power 2,188,100 11 Aggregate Amount Beneficially Owned By Each Reporting Person 2,188,100 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* 13 Percent of Class Represented by Amount in Row (11) 20.6% 14 Type of Reporting Person* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! PAGE SCHEDULE 13D CUSIP No. 863200101 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Fleur E. Fairman 2 Check the Appropriate Box if a Member of a Group* (a) (b) /x/ 3 SEC Use Only 4 Source of Funds* AF 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6 Citizenship or Place of Organization United States Number of Shares Beneficially Owned By Each Reporting Person With 7 Sole Voting Power -0- 8 Shared Voting Power 1,710,700 9 Sole Dispositive Power -0- 10 Shared Dispositive Power 1,710,700 11 Aggregate Amount Beneficially Owned By Each Reporting Person 1,710,700 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* 13 Percent of Class Represented by Amount in Row (11) 16.1% 14 Type of Reporting Person* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! PAGE SCHEDULE 13D CUSIP No. 863200101 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 2,188,100 9 Sole Dispositive Power 0 10 Shared Dispositive Power 2,188,100 11 Aggregate Amount Beneficially Owned By Each Reporting Person 2,188,100 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* 13 Percent of Class Represented by Amount in Row (11) 20.6% 14 Type of Reporting Person* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! PAGE SCHEDULE 13D CUSIP No. 863200101 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 2,188,100 9 Sole Dispositive Power -0- 10 Shared Dispositive Power 2,188,100 11 Aggregate Amount Beneficially Owned By Each Reporting Person 2,188,100 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* 13 Percent of Class Represented by Amount in Row (11) 20.6% 14 Type of Reporting Person* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! PAGE SCHEDULE 13D CUSIP No. 863200101 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 2,188,100 9 Sole Dispositive Power -0- 10 Shared Dispositive Power 2,188,100 11 Aggregate Amount Beneficially Owned By Each Reporting Person 2,188,100 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* 13 Percent of Class Represented by Amount in Row (11) 20.6% 14 Type of Reporting Person* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! PAGE SCHEDULE 13D CUSIP No. 863200101 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 2,188,100 9 Sole Dispositive Power -0- 10 Shared Dispositive Power 2,188,100 11 Aggregate Amount Beneficially Owned By Each Reporting Person 2,188,100 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* 13 Percent of Class Represented by Amount in Row (11) 20.6% 14 Type of Reporting Person* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! PAGE SCHEDULE 13D CUSIP No. 863200101 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 2,188,100 9 Sole Dispositive Power -0- 10 Shared Dispositive Power 2,188,100 11 Aggregate Amount Beneficially Owned By Each Reporting Person 2,188,100 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* 13 Percent of Class Represented by Amount in Row (11) 20.6% 14 Type of Reporting Person* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! PAGE SCHEDULE 13D CUSIP No. 863200101 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 2,188,100 9 Sole Dispositive Power -0- 10 Shared Dispositive Power 2,188,100 11 Aggregate Amount Beneficially Owned By Each Reporting Person 2,188,100 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* 13 Percent of Class Represented by Amount in Row (11) 20.6% 14 Type of Reporting Person* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! PAGE This Amendment No. 9 to Schedule 13D amends the Schedule 13D initially filed on June 28, 1996 (collectively, with all amendments thereto, the "Schedule 13D"). Item 3. Source and Amount of Funds and Other Consideration. Item 3 of the Schedule 13D is amended and supplemented by the following: The net investment cost (including commissions) is $17,425 for the 1,000 Shares acquired by FCP since the filing of the prior Schedule 13D and $24,395 for the 1,400 Shares acquired by certain of the Managed Accounts since the filing of the prior Schedule 13D. The consideration for such acquisitions was obtained as follows: (i) 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 (ii) with respect to FCP, from working capital, from borrowings pursuant to a margin account maintained by FCP at Goldman Sachs & Co. and/or from borrowings pursuant to a separate revolving credit agreement entered into by FCP with ING (U.S.) Capital Corporation. FCP 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. 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. Item 5 of Schedule 13D is amended and restated in its entirety as follows: A. Farallon Capital Partners, L.P. (a), (b) The information set forth in Rows 7, 8, 9, 10, 11 and 13 of the cover page hereto for FCP is incorporated herein by reference. The percentage amount set forth in Row 13 of PAGE such cover page and of each other cover page filed herewith is calculated based upon the 10,602,196 Shares outstanding as of April 30, 1997 as reported by the Company in its Form 10K for the fiscal year ended February 1, 1997. (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 prior 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 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. 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 prior Schedule 13D are set forth on Schedule B hereto and are incorporated herein by reference. All of such transactions were open-market transactions. (d) FPLLC as General Partner has the power to direct the affairs of FCIP, including the disposition of the proceeds of the sale of the 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. PAGE (c) There have been no purchases or sales of the Shares since the filing of the prior Schedule 13D. The distribution date and number of Shares distributed in kind to the limited partner of FCIP II since the filing of the prior Schedule 13D are set forth on Schedule C hereto. The Reporting Persons do not consider this distribution to be either a purchase or a sale of the Shares. (d) FPLLC as General Partner has the power to direct the affairs of FCIP II, including the disposition of the proceeds of the sale of the Shares. Steyer is the senior managing member of FPLLC, and Boilini, Cohen, Downes, 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 filing of the prior 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 General Partner has the power to direct the affairs of FCIP III, including the disposition of the proceeds of the sale of the Shares. Steyer is the senior managing member of FPLLC, and Boilini, Cohen, Downes, 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 prior Schedule 13D are set forth on Schedule E hereto and PAGE are incorporated herein by reference. All of such transactions were open-market transactions. (d) FPLLC as General Partner has the power to direct the affairs of Tinicum, including the disposition of the proceeds of the sale of the 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 prior 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 of the sale of the Shares held by the Managed Accounts. Steyer is the senior managing member of FCMLLC and Boilini, Cohen, Downes, Fairman, 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 of the sale of the Shares. FCMLLC, as an investment adviser, has the power to direct the disposition of the proceeds of the sale of the Shares held by the Managed Accounts. Boilini is a managing member of FCMLLC and FPLLC. (e) Not applicable. I. David I. Cohen (a), (b) The information set forth in Rows 7, 8, 9, 10, 11 and 13 of the cover page hereto for Cohen is incorporated herein by reference. (c) None. (d) FPLLC as General Partner has the power to direct the affairs of the Partnerships, including the disposition of the proceeds of the sale of the Shares. FCMLLC, as an investment adviser, has the power to direct the disposition of the proceeds of the sale of the Shares held by the Managed Accounts. Cohen is a managing member of FCMLLC and FPLLC. (e) Not applicable. J. Joseph F. Downes (a), (b) The information set forth in Rows 7, 8, 9, 10, 11 and 13 of the cover page hereto for Downes is incorporated herein by reference. (c) None. (d) FPLLC as General Partner has the power to direct the affairs of the Partnerships, including the disposition of the proceeds of the sale of the Shares. FCMLLC, as an investment adviser, has the power to direct the disposition of the proceeds of the sale of the Shares held by the Managed Accounts. Downes is a managing member of FCMLLC and FPLLC. (e) Not applicable. K. 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 of 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 of the sale of the Shares. FCMLLC, as an investment adviser, has the power to direct the disposition of the proceeds of the sale of the Shares held by the Managed Accounts. Fish is a managing member of FCMLLC and FPLLC. (e) Not applicable. 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 of the sale of the Shares. FCMLLC, as an investment adviser, has the power to direct the disposition of the proceeds of the sale of the Shares held by the Managed Accounts. Fremder is a managing member of FCMLLC and FPLLC. (e) Not applicable. 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 of the sale of the Shares. FCMLLC, as an investment adviser, has the power to direct the disposition of the proceeds of the sale of the Shares held by the Managed Accounts. Mellin is a managing member of FCMLLC and FPLLC. (e) Not applicable. 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 of the sale of the Shares. FCMLLC, as an investment adviser, has the power to direct the disposition of the proceeds of the sale of the Shares held by the Managed Accounts. Millham is a managing member of FCMLLC and FPLLC. (e) Not applicable. 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 of the sale of the Shares. FCMLLC, as an investment adviser, has the power to direct the disposition of the proceeds of the sale of the Shares held by the Managed Accounts. Moore is a managing member of FCMLLC and FPLLC. (e) Not applicable. 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 of the sale of the Shares. FCMLLC, as an investment adviser, has the power to direct the disposition of the proceeds of the sale of the Shares held by the Managed Accounts. Steyer is the senior managing member of FCMLLC and FPLLC. (e) Not applicable. The Shares reported hereby for 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. 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: June 20, 1997 /S/ THOMAS F. STEYER ____________________________________ FARALLON PARTNERS, L.L.C., on its own behalf and as General Partner of FARALLON CAPITAL PARTNERS, L.P., FARALLON CAPITAL INSTITUTIONAL PARTNERS, L.P., FARALLON CAPITAL INSTITUTIONAL PARTNERS II, L.P. FARALLON CAPITAL INSTITUTIONAL PARTNERS III, L.P. and TINICUM PARTNERS, L.P. By Thomas F. Steyer, Senior Managing Member /S/ THOMAS F. STEYER ____________________________________ FARALLON CAPITAL MANAGEMENT, L.L.C. By Thomas F. Steyer, Senior Managing Member /S/ THOMAS F. STEYER ____________________________________ Thomas F. Steyer, individually and as attorney-in-fact for each of Enrique H. Boilini, David I. Cohen, Joseph F. Downes, Fleur E. Fairman, Jason M. Fish, Andrew B. Fremder, William F. Mellin, Stephen L. Millham and Meridee A. Moore. SCHEDULE A FARALLON CAPITAL PARTNERS, L.P. NO. OF SHARES PURCHASED ("P") PRICE TRADE DATE OR SOLD ("S") PER SHARE (including commission) 05/13/97 1,000P $17.43 06/13/97 5,000S $17.63 PAGE SCHEDULE B FARALLON CAPITAL INSTITUTIONAL PARTNERS, L.P. NO. OF SHARES PRICE TRADE DATE SOLD ("S") PER SHARE (including commission) 06/13/97 4,900S $17.63 PAGE SCHEDULE C FARALLON CAPITAL INSTITUTIONAL PARTNERS II, L.P. NO. OF SHARES PRICE DITRIBUTION DATE DISTRIBUTED ("D") PER SHARE (including commission) 06/12/97 127,000D <*> N/A <*> On June 12, 1997, FCIP II distributed 127,000 Shares to the limited partner of FCIP II. The Reporting Persons do not consider this transaction to be either a purchase or a sale of the Shares. PAGE SCHEDULE D FARALLON CAPITAL PARTNERS, L.P. NO. OF SHARES PRICE TRADE DATE SOLD ("S") PER SHARE (including commission) 06/13/97 500S $17.63 PAGE SCHEDULE E TINICUM PARTNERS, L.P. NO. OF SHARES PRICE TRADE DATE SOLD ("S") PER SHARE (including commission) 06/13/97 1,000S $17.63 PAGE SCHEDULE F FARALLON CAPITAL MANAGEMENT, L.L.C. NO. OF SHARES PURCHASED ("P") PRICE TRADE DATE OR SOLD ("S") PER SHARE (including commission) 05/13/97 1,400P $17.43 06/13/97 2,200S $17.63 06/13/97 300S $17.63 06/13/97 800S $17.63 -----END PRIVACY-ENHANCED MESSAGE-----