-----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, QOLxwZTAdDnFrVPQyl1uaJxv7Z1NzjWKHHK5IdKjFhLgU5FtZ1+UA4CpwQikPMl9 ex0eugxL8erhLnPSLC1F9Q== 0001012168-97-000047.txt : 19971014 0001012168-97-000047.hdr.sgml : 19971014 ACCESSION NUMBER: 0001012168-97-000047 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19971010 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: THERAPEUTIC DISCOVERY CORP CENTRAL INDEX KEY: 0000899753 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 943173191 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-45501 FILM NUMBER: 97693510 BUSINESS ADDRESS: STREET 1: 1454 PAGE MILL RD STREET 2: P O BOX 10051 CITY: PALO ALTO STATE: CA ZIP: 94303 BUSINESS PHONE: 6504968200 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 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. 5) Therapeutic Discovery Corporation (TDCA) (Name of Issuer) Class A Common Stock, par value $0.01 (Title of Class of Securities) CUSIP No. 883376105 (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) September 30, 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. 883376105 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* N/A 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 -0- 9 Sole Dispositive Power -0- 10 Shared Dispositive Power -0- 11 Aggregate Amount Beneficially Owned By Each Report- ing Person -0- 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* 13 Percent of Class Represented by Amount in Row (11) 0.0% 14 Type of Reporting Person* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP NO. 883376105 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* N/A 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 -0- 9 Sole Dispositive Power -0- 10 Shared Dispositive Power -0- 11 Aggregate Amount Beneficially Owned By Each Reporting Person -0- 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* 13 Percent of Class Represented by Amount in Row (11) 0.0% 14 Type of Reporting Person* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP NO. 883376105 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* N/A 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 -0- 9 Sole Dispositive Power -0- 10 Shared Dispositive Power -0- 11 Aggregate Amount Beneficially Owned By Each Report- ing Person -0- 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* 13 Percent of Class Represented by Amount in Row (11) 0.0% 14 Type of Reporting Person* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP NO. 883376105 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* N/A 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6 Citizenship or Place of Organization Delaware Number of Shares Beneficially Owned By Each Reporting Person With 7 Sole Voting Power -0- 8 Shared Voting Power -0- 9 Sole Dispositive Power -0- 10 Shared Dispositive Power -0- 11 Aggregate Amount Beneficially Owned By Each Report- ing Person -0- 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* 13 Percent of Class Represented by Amount in Row (11) 0.0% 14 Type of Reporting Person* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP NO. 883376105 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* N/A 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 -0- 9 Sole Dispositive Power -0- 10 Shared Dispositive Power -0- 11 Aggregate Amount Beneficially Owned By Each Reporting Person -0- 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* 13 Percent of Class Represented by Amount in Row (11) 0.0% 14 Type of Reporting Person* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP NO. 883376105 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* N/A 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6 Citizenship or Place of Organization Delaware Number of Shares Beneficially Owned By Each Reporting Person With 7 Sole Voting Power -0- 8 Shared Voting Power -0- 9 Sole Dispositive Power -0- 10 Shared Dispositive Power -0- 11 Aggregate Amount Beneficially Owned By Each Reporting Person -0- 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* 13 Percent of Class Represented by Amount in Row (11) 0.0% 14 Type of Reporting Person* IA, 00 *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP NO. 883376105 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* N/A 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6 Citizenship or Place of Organization Delaware Number of Shares Beneficially Owned By Each Reporting Person With 7 Sole Voting Power -0- 8 Shared Voting Power -0- 9 Sole Dispositive Power -0- 10 Shared Dispositive Power -0- 11 Aggregate Amount Beneficially Owned By Each Reporting Person -0- 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* 13 Percent of Class Represented by Amount in Row (11) 0.0% 14 Type of Reporting Person* 00 *SEE INSTRUCTIONS BEFORE FILLING OUT! PAGE SCHEDULE 13D CUSIP NO. 883376105 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* N/A 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 -0- 9 Sole Dispositive Power -0- 10 Shared Dispositive Power -0- 11 Aggregate Amount Beneficially Owned By Each Reporting Person -0- 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* 13 Percent of Class Represented by Amount in Row (11) 0.0% 14 Type of Reporting Person* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP NO. 883376105 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* N/A 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 -0- 9 Sole Dispositive Power -0- 10 Shared Dispositive Power -0- 11 Aggregate Amount Beneficially Owned By Each Reporting Person -0- 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* 13 Percent of Class Represented by Amount in Row (11) 0.0% 14 Type of Reporting Person* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP NO. 883376105 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* N/A 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6 Citizenship or Place of Organization United States Number of Shares Beneficially Owned By Each Reporting Person With 7 Sole Voting Power -0- 8 Shared Voting Power -0- 9 Sole Dispositive Power -0- 10 Shared Dispositive Power -0- 11 Aggregate Amount Beneficially Owned By Each Reporting Person -0- 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* 13 Percent of Class Represented by Amount in Row (11) 0.0% 14 Type of Reporting Person* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! PAGE SCHEDULE 13D CUSIP NO. 883376105 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* N/A 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6 Citizenship or Place of Organization United States Number of Shares Beneficially Owned By Each Reporting Person With 7 Sole Voting Power -0- 8 Shared Voting Power -0- 9 Sole Dispositive Power -0- 10 Shared Dispositive Power -0- 11 Aggregate Amount Beneficially Owned By Each Reporting Person -0- 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* 13 Percent of Class Represented by Amount in Row (11) 0.0% 14 Type of Reporting Person* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP NO. 883376105 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* N/A 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6 Citizenship or Place of Organization United States Number of Shares Beneficially Owned By Each Reporting Person With 7 Sole Voting Power -0- 8 Shared Voting Power -0- 9 Sole Dispositive Power -0- 10 Shared Dispositive Power -0- 11 Aggregate Amount Beneficially Owned By Each Reporting Person -0- 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* 13 Percent of Class Represented by Amount in Row (11) 0.0% 14 Type of Reporting Person* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP NO. 883376105 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* N/A 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6 Citizenship or Place of Organization United States Number of Shares Beneficially Owned By Each Reporting Person With 7 Sole Voting Power -0- 8 Shared Voting Power -0- 9 Sole Dispositive Power -0- 10 Shared Dispositive Power -0- 11 Aggregate Amount Beneficially Owned By Each Reporting Person -0- 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* 13 Percent of Class Represented by Amount in Row (11) 0.0% 14 Type of Reporting Person* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP NO. 883376105 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* N/A 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6 Citizenship or Place of Organization United States Number of Shares Beneficially Owned By Each Reporting Person With 7 Sole Voting Power -0- 8 Shared Voting Power -0- 9 Sole Dispositive Power -0- 10 Shared Dispositive Power -0- 11 Aggregate Amount Beneficially Owned By Each Reporting Person -0- 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* 13 Percent of Class Represented by Amount in Row (11) 0.0% 14 Type of Reporting Person* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP NO. 883376105 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* N/A 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6 Citizenship or Place of Organization United States Number of Shares Beneficially Owned By Each Reporting Person With 7 Sole Voting Power -0- 8 Shared Voting Power -0- 9 Sole Dispositive Power -0- 10 Shared Dispositive Power -0- 11 Aggregate Amount Beneficially Owned By Each Reporting Person -0- 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* 13 Percent of Class Represented by Amount in Row (11) 0.0% 14 Type of Reporting Person* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP NO. 883376105 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* N/A 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6 Citizenship or Place of Organization United States Number of Shares Beneficially Owned By Each Reporting Person With 7 Sole Voting Power -0- 8 Shared Voting Power -0- 9 Sole Dispositive Power -0- 10 Shared Dispositive Power -0- 11 Aggregate Amount Beneficially Owned By Each Reporting Person -0- 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* 13 Percent of Class Represented by Amount in Row (11) 0.0% 14 Type of Reporting Person* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP NO. 883376105 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* N/A 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6 Citizenship or Place of Organization United States Number of Shares Beneficially Owned By Each Reporting Person With 7 Sole Voting Power -0- 8 Shared Voting Power -0- 9 Sole Dispositive Power -0- 10 Shared Dispositive Power -0- 11 Aggregate Amount Beneficially Owned By Each Report- ing Person -0- 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* 13 Percent of Class Represented by Amount in Row (11) 0.0% 14 Type of Reporting Person* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! This Amendment No. 5 to Schedule 13D amends the Schedule 13D initially filed on August 13, 1993 (collectively, with all amendments thereto, the "Schedule 13D"). Item 2. Identity and Background. Paragraph (b) of Item 2 of the Schedule 13D is amended and restated in its entirety as follows: (b) The address of the principal business and principal office of (i) the Partnerships, FCMLLC and FPLLC is One Maritime Plaza, Suite 1325, San Francisco, California 94111, and (ii) Offshore is Craigmuir Chambers, P.O. Box 71, Road Town, Tortola, British Virgin Islands. Item 5. Interest in Securities of the Issuer. Item 5 of the Schedule 13D is amended and restated in its entirety as follows: A. Farallon Capital Partners, L.P. (a), (b) The information set forth in Rows 7, 8, 9, 10, 11 and 13 of the cover page hereto for FCP is incorporated herein by reference. The percentage amount set forth in Row 13 of such cover page and of each other cover page filed herewith is calculated based upon the 7,734,424 Shares outstanding as of August 12, 1997 as reported by the Company in its Form 10Q for the period ended June 30, 1997. (c) The trading dates, number of Shares purchased or sold and the price per Share for all purchases and sales of the Shares in the past 60 days are set forth on Schedule A hereto and are incorporated herein by reference. On August 25, 1997, ALZA Corporation ("ALZA") exercised its option to purchase all of the Company's Class A Common Stock (including the Shares owned by this Reporting Person) pursuant to the terms of the Company's Restated Certification of Incorporation as filled with the Delaware Secretary of State on April 1, 1993. This sale to ALZA was consummated on September 29, 1997. (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 PAGE 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 in the past 60 days are set forth on Schedule B hereto and are incorporated herein by reference. On August 25, 1997, ALZA Corporation ("ALZA") exercised its option to purchase all of the Company's Class A Common Stock (including the Shares owned by this Reporting Person) pursuant to the terms of the Company's Restated Certification of Incorporation as filled with the Delaware Secretary of State on April 1, 1993. This sale to ALZA was consummated on September 29, 1997. (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. (c) The trading dates, number of Shares purchased or sold and the price per Share for all purchases and sales of the Shares in the past 60 days are set forth on Schedule C hereto and are incorporated herein by reference. On August 25, 1997, ALZA Corporation ("ALZA") exercised its option to purchase all of the Company's Class A Common Stock (including the Shares owned by this Reporting Person) pursuant to the terms of the Company's Restated PAGE Certification of Incorporation as filled with the Delaware Secretary of State on April 1, 1993. This sale to ALZA was consummated on September 29, 1997. (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 in the past 60 days are set forth on Schedule D hereto and are incorporated herein by reference. On August 25, 1997, ALZA Corporation ("ALZA") exercised its option to purchase all of the Company's Class A Common Stock (including the Shares owned by this Reporting Person) pursuant to the terms of the Company's Restated Certification of Incorporation as filled with the Delaware Secretary of State on April 1, 1993. This sale to ALZA was consummated on September 29, 1997. (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 in the past 60 PAGE days are set forth on Schedule E hereto and are incorporated herein by reference. On August 25, 1997, ALZA Corporation ("ALZA") exercised its option to purchase all of the Company's Class A Common Stock (including the Shares owned by this Reporting Person) pursuant to the terms of the Company's Restated Certification of Incorporation as filled with the Delaware Secretary of State on April 1, 1993. This sale to ALZA was consummated on September 29, 1997. (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 in the past 60 days are set forth on Schedule F hereto and are incorporated herein by reference. On August 25, 1997, ALZA Corporation ("ALZA") exercised its option to purchase all of the Company's Class A Common Stock (including the Shares owned by this Reporting Person) pursuant to the terms of the Company's Restated Certification of Incorporation as filled with the Delaware Secretary of State on April 1, 1993. This sale to ALZA was consummated on September 29, 1997. (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, Fish, Fremder, Mellin, Millham, and Moore are managing members of FCMLLC. (e) Not applicable. G. Farallon Partners, L.L.C. PAGE (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, includ- ing 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, includ- ing the disposition of the proceeds of the of the sale Shares. FCMLLC, as an investment adviser, has the power to direct the disposition of the proceeds of the sale of Shares held by the Managed Accounts. Cohen is a managing member of FCMLLC and FPLLC. PAGE (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, includ- ing 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, includ- ing the disposition of the proceeds of the sale of 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, includ- ing 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 Shares held PAGE 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, includ- ing 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, includ- ing 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. PAGE (c) None. (d) FPLLC as General Partner has the power to direct the affairs of the Partnerships, includ- ing the disposition of the proceeds of the sale of the Shares. 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, includ- ing 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, includ- ing 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. PAGE 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 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. 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: October 8, 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. The Powers of Attorney each executed by Boilini, Cohen, Downes, Fairman, Fish, Fremder, Mellin, Millham and Moore authorizing Steyer to sign and file this Schedule 13D on each person's behalf was filed with Amendment No. 1 to the Schedule 13D filed with the SEC on September 26, 1997 by such Reporting Persons with respect to the Common Stock of Sphere Drake Holdings Limited is hereby incorporated by reference. PAGE SCHEDULE A FARALLON CAPITAL PARTNERS, L.P. NO. OF SHARES PRICE TRADE DATE PURCHASED PER SHARE (Including commission) 09/30/97 249,600 $12.30 PAGE SCHEDULE B FARALLON CAPITAL INSTITUTIONAL PARTNERS, L.P. NO. OF SHARES PRICE TRADE DATE PURCHASED PER SHARE (including commission) 09/30/97 279,200 $12.30 PAGE SCHEDULE C FARALLON CAPITAL INSTITUTIONAL PARTNERS II, L.P. NO. OF SHARES PRICE TRADE DATE PURCHASED PER SHARE (including commission) 09/30/97 163,400 $12.30 PAGE SCHEDULE D FARALLON CAPITAL INSTITUTIONAL PARTNERS III, L.P. NO. OF SHARES PRICE TRADE DATE PURCHASED PER SHARE (including commission) 09/30/97 35,400 $12.30 PAGE SCHEDULE E TINICUM PARTNERS, L.P. NO. OF SHARES PRICE TRADE DATE PURCHASED PER SHARE (including commission) 09/30/97 50,900 $12.30 PAGE SCHEDULE F FARALLON CAPITAL MANAGEMENT, L.L.C. NO. OF SHARES PRICE TRADE DATE PURCHASED PER SHARE (including commission) 09/30/97 48,100 $12.30 09/30/97 24,300 $12.30 09/30/97 71,700 $12.30 -----END PRIVACY-ENHANCED MESSAGE-----