-----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, Udd2EkBphcrLxcYK6T3Ph4J0K3J7pNXn8mHSHAdwHtwatuiajGBpBhrtgAXPpknS ib+TvINBpNGn70m4vURniA== 0001012168-98-000010.txt : 19980126 0001012168-98-000010.hdr.sgml : 19980126 ACCESSION NUMBER: 0001012168-98-000010 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980123 SROS: NYSE GROUP MEMBERS: ANDREW B. FREMDER GROUP MEMBERS: DAVID I. COHEN GROUP MEMBERS: ENRIQUE H. BOILINI GROUP MEMBERS: FARALLON CAPITAL INSTITUTIONAL PARTNERS II, L.P. GROUP MEMBERS: FARALLON CAPITAL INSTITUTIONAL PARTNERS III, L.P. GROUP MEMBERS: FARALLON CAPITAL INSTITUTIONAL PARTNERS, L.P. GROUP MEMBERS: FARALLON CAPITAL MANAGEMENT LLC /ADV GROUP MEMBERS: FARALLON CAPITAL PARTNERS, L.P. GROUP MEMBERS: FARALLON PARTNERS, L.L.C. GROUP MEMBERS: FLEUR E. FAIRMAN GROUP MEMBERS: JASON M. FISH GROUP MEMBERS: JOSEPH F. DOWNES GROUP MEMBERS: MERIDEE A. MOORE GROUP MEMBERS: STEPHEN L. MILLHAM GROUP MEMBERS: THOMAS F. STEYER GROUP MEMBERS: TINICUM PARTNERS, L.P. GROUP MEMBERS: WILLIAM F. MELLIN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FISHER SCIENTIFIC INTERNATIONAL INC CENTRAL INDEX KEY: 0000880430 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-PROFESSIONAL & COMMERCIAL EQUIPMENT & SUPPLIES [5040] IRS NUMBER: 020451017 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-44475 FILM NUMBER: 98512245 BUSINESS ADDRESS: STREET 1: LIBERTY LANE CITY: HAMPTON STATE: NH ZIP: 03842 BUSINESS PHONE: 6039265911 MAIL ADDRESS: STREET 1: LIBERTY LANE CITY: LIBEHAMPTON STATE: NH ZIP: 03842 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 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 1 SCHEDULE 13D, INITIAL FILING UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Fisher Scientific International Inc. (FSH) (Name of Issuer) Common Stock, par value $.01 per share (Title of Class of Securities) CUSIP No. 338032105 (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 13, 1998 (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 1 of 45 Pages Exhibit Index Found on Page 44 SCHEDULE 13D =============================== CUSIP No. 338032105 =============================== - ---------====================================================================== 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 - ----------------------========================================================= 7 Sole Voting Power -0- ------========================================================= Number of 8 Shared Voting Power Shares Beneficially 63,355 Owned By Each Reporting Person With ------========================================================= 9 Sole Dispositive Power -0- ------========================================================= 10 Shared Dispositive Power 63,355 - ---------====================================================================== 11 Aggregate Amount Beneficially Owned By Each Reporting Person 63,355 - ---------====================================================================== 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* [ ] - ---------====================================================================== 13 Percent of Class Represented by Amount in Row (11) 0.8 % - ---------====================================================================== 14 Type of Reporting Person* PN - ---------====================================================================== *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 2 of 45 Pages SCHEDULE 13D =============================== CUSIP No. 338032105 =============================== - ---------====================================================================== 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 - ----------------------========================================================= 7 Sole Voting Power -0- ------========================================================= Number of 8 Shared Voting Power Shares Beneficially 84,716 Owned By Each Reporting Person With ------========================================================= 9 Sole Dispositive Power -0- ------========================================================= 10 Shared Dispositive Power 84,716 - ---------====================================================================== 11 Aggregate Amount Beneficially Owned By Each Reporting Person 84,716 - ---------====================================================================== 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* [ ] - ---------====================================================================== 13 Percent of Class Represented by Amount in Row (11) 1.0 % - ---------====================================================================== 14 Type of Reporting Person* PN - ---------====================================================================== *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 3 of 45 Pages SCHEDULE 13D =============================== CUSIP No. 338032105 =============================== - ---------====================================================================== 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 - ----------------------========================================================= 7 Sole Voting Power -0- ------========================================================= Number of 8 Shared Voting Power Shares Beneficially 12,985 Owned By Each Reporting Person With ------========================================================= 9 Sole Dispositive Power -0- ------========================================================= 10 Shared Dispositive Power 12,985 - ---------====================================================================== 11 Aggregate Amount Beneficially Owned By Each Reporting Person 12,985 - ---------====================================================================== 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 4 of 45 Pages SCHEDULE 13D =============================== CUSIP No. 338032105 =============================== - ---------====================================================================== 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 - ----------------------========================================================= 7 Sole Voting Power -0- ------========================================================= Number of 8 Shared Voting Power Shares Beneficially 4,617 Owned By Each Reporting Person With ------========================================================= 9 Sole Dispositive Power -0- ------========================================================= 10 Shared Dispositive Power 4,617 - ---------====================================================================== 11 Aggregate Amount Beneficially Owned By Each Reporting Person 4,617 - ---------====================================================================== 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* [ ] - ---------====================================================================== 13 Percent of Class Represented by Amount in Row (11) 0.1 % - ---------====================================================================== 14 Type of Reporting Person* PN - ---------====================================================================== *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 5 of 45 Pages SCHEDULE 13D =============================== CUSIP No. 338032105 =============================== - ---------====================================================================== 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 - ----------------------========================================================= 7 Sole Voting Power -0- ------========================================================= Number of 8 Shared Voting Power Shares Beneficially 10,242 Owned By Each Reporting Person With ------========================================================= 9 Sole Dispositive Power -0- ------========================================================= 10 Shared Dispositive Power 10,242 - ---------====================================================================== 11 Aggregate Amount Beneficially Owned By Each Reporting Person 10,242 - ---------====================================================================== 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* [ ] - ---------====================================================================== 13 Percent of Class Represented by Amount in Row (11) 0.1 % - ---------====================================================================== 14 Type of Reporting Person* PN - ---------====================================================================== *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 6 of 45 Pages SCHEDULE 13D =============================== CUSIP No. 338032105 =============================== - ---------====================================================================== 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 - ----------------------========================================================= 7 Sole Voting Power -0- ------========================================================= Number of 8 Shared Voting Power Shares Beneficially 87,631 Owned By Each Reporting Person With ------========================================================= 9 Sole Dispositive Power -0- ------========================================================= 10 Shared Dispositive Power 87,631 - ---------====================================================================== 11 Aggregate Amount Beneficially Owned By Each Reporting Person 87,631 - ---------====================================================================== 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* [ ] - ---------====================================================================== 13 Percent of Class Represented by Amount in Row (11) 1.1 % - ---------====================================================================== 14 Type of Reporting Person* IA, 00 - ---------====================================================================== *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 7 of 45 Pages SCHEDULE 13D =============================== CUSIP No. 338032105 =============================== - ---------====================================================================== 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 - ----------------------========================================================= 7 Sole Voting Power -0- ------========================================================= Number of 8 Shared Voting Power Shares Beneficially 175,915 Owned By Each Reporting Person With ------========================================================= 9 Sole Dispositive Power -0- ------========================================================= 10 Shared Dispositive Power 175,915 - ---------====================================================================== 11 Aggregate Amount Beneficially Owned By Each Reporting Person 175,915 - ---------====================================================================== 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* [ ] - ---------====================================================================== 13 Percent of Class Represented by Amount in Row (11) 2.2 % - ---------====================================================================== 14 Type of Reporting Person* 00 - ---------====================================================================== *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 8 of 45 Pages SCHEDULE 13D =============================== CUSIP No. 338032105 =============================== - ---------====================================================================== 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 - ----------------------========================================================= 7 Sole Voting Power -0- ------========================================================= Number of 8 Shared Voting Power Shares Beneficially 263,546 Owned By Each Reporting Person With ------========================================================= 9 Sole Dispositive Power -0- ------========================================================= 10 Shared Dispositive Power 263,546 - ---------====================================================================== 11 Aggregate Amount Beneficially Owned By Each Reporting Person 263,546 - ---------====================================================================== 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* [ ] - ---------====================================================================== 13 Percent of Class Represented by Amount in Row (11) 3.2 % - ---------====================================================================== 14 Type of Reporting Person* IN - ---------====================================================================== *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 9 of 45 Pages SCHEDULE 13D =============================== CUSIP No. 338032105 =============================== - ---------====================================================================== 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 - ----------------------========================================================= 7 Sole Voting Power -0- ------========================================================= Number of 8 Shared Voting Power Shares Beneficially 263,546 Owned By Each Reporting Person With ------========================================================= 9 Sole Dispositive Power -0- ------========================================================= 10 Shared Dispositive Power 263,546 - ---------====================================================================== 11 Aggregate Amount Beneficially Owned By Each Reporting Person 263,546 - ---------====================================================================== 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* [ ] - ---------====================================================================== 13 Percent of Class Represented by Amount in Row (11) 3.2 % - ---------====================================================================== 14 Type of Reporting Person* IN - ---------====================================================================== *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 10 of 45 Pages SCHEDULE 13D =============================== CUSIP No. 338032105 =============================== - ---------====================================================================== 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 - ----------------------========================================================= 7 Sole Voting Power -0- ------========================================================= Number of 8 Shared Voting Power Shares Beneficially 263,546 Owned By Each Reporting Person With ------========================================================= 9 Sole Dispositive Power -0- ------========================================================= 10 Shared Dispositive Power 263,546 - ---------====================================================================== 11 Aggregate Amount Beneficially Owned By Each Reporting Person 263,546 - ---------====================================================================== 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* [ ] - ---------====================================================================== 13 Percent of Class Represented by Amount in Row (11) 3.2 % - ---------====================================================================== 14 Type of Reporting Person* IN - ---------====================================================================== *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 11 of 45 Pages SCHEDULE 13D =============================== CUSIP No. 338032105 =============================== - ---------====================================================================== 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 - ----------------------========================================================= 7 Sole Voting Power -0- ------========================================================= Number of 8 Shared Voting Power Shares Beneficially 175,915 Owned By Each Reporting Person With ------========================================================= 9 Sole Dispositive Power -0- ------========================================================= 10 Shared Dispositive Power 175,915 - ---------====================================================================== 11 Aggregate Amount Beneficially Owned By Each Reporting Person 175,915 - ---------====================================================================== 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* [ ] - ---------====================================================================== 13 Percent of Class Represented by Amount in Row (11) 2.2 % - ---------====================================================================== 14 Type of Reporting Person* IN - ---------====================================================================== *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 12 of 45 Pages SCHEDULE 13D =============================== CUSIP No. 338032105 =============================== - ---------====================================================================== 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 - ----------------------========================================================= 7 Sole Voting Power -0- ------========================================================= Number of 8 Shared Voting Power Shares Beneficially 263,546 Owned By Each Reporting Person With ------========================================================= 9 Sole Dispositive Power -0- ------========================================================= 10 Shared Dispositive Power 263,546 - ---------====================================================================== 11 Aggregate Amount Beneficially Owned By Each Reporting Person 263,546 - ---------====================================================================== 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* [ ] - ---------====================================================================== 13 Percent of Class Represented by Amount in Row (11) 3.2 % - ---------====================================================================== 14 Type of Reporting Person* IN - ---------====================================================================== *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 13 of 45 Pages SCHEDULE 13D =============================== CUSIP No. 338032105 =============================== - ---------====================================================================== 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 - ----------------------========================================================= 7 Sole Voting Power -0- ------========================================================= Number of 8 Shared Voting Power Shares Beneficially 263,546 Owned By Each Reporting Person With ------========================================================= 9 Sole Dispositive Power -0- ------========================================================= 10 Shared Dispositive Power 263,546 - ---------====================================================================== 11 Aggregate Amount Beneficially Owned By Each Reporting Person 263,546 - ---------====================================================================== 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* [ ] - ---------====================================================================== 13 Percent of Class Represented by Amount in Row (11) 3.2 % - ---------====================================================================== 14 Type of Reporting Person* IN - ---------====================================================================== *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 14 of 45 Pages SCHEDULE 13D =============================== CUSIP No. 338032105 =============================== - ---------====================================================================== 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 - ----------------------========================================================= 7 Sole Voting Power -0- ------========================================================= Number of 8 Shared Voting Power Shares Beneficially 263,546 Owned By Each Reporting Person With ------========================================================= 9 Sole Dispositive Power -0- ------========================================================= 10 Shared Dispositive Power 263,546 - ---------====================================================================== 11 Aggregate Amount Beneficially Owned By Each Reporting Person 263,546 - ---------====================================================================== 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* [ ] - ---------====================================================================== 13 Percent of Class Represented by Amount in Row (11) 3.2 % - ---------====================================================================== 14 Type of Reporting Person* IN - ---------====================================================================== *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 15 of 45 Pages SCHEDULE 13D =============================== CUSIP No. 338032105 =============================== - ---------====================================================================== 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 - ----------------------========================================================= 7 Sole Voting Power -0- ------========================================================= Number of 8 Shared Voting Power Shares Beneficially 263,546 Owned By Each Reporting Person With ------========================================================= 9 Sole Dispositive Power -0- ------========================================================= 10 Shared Dispositive Power 263,546 - ---------====================================================================== 11 Aggregate Amount Beneficially Owned By Each Reporting Person 263,546 - ---------====================================================================== 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* [ ] - ---------====================================================================== 13 Percent of Class Represented by Amount in Row (11) 3.2 % - ---------====================================================================== 14 Type of Reporting Person* IN - ---------====================================================================== *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 16 of 45 Pages SCHEDULE 13D =============================== CUSIP No. 338032105 =============================== - ---------====================================================================== 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 - ----------------------========================================================= 7 Sole Voting Power -0- ------========================================================= Number of 8 Shared Voting Power Shares Beneficially 263,546 Owned By Each Reporting Person With ------========================================================= 9 Sole Dispositive Power -0- ------========================================================= 10 Shared Dispositive Power 263,546 - ---------====================================================================== 11 Aggregate Amount Beneficially Owned By Each Reporting Person 263,546 - ---------====================================================================== 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* [ ] - ---------====================================================================== 13 Percent of Class Represented by Amount in Row (11) 3.2 % - ---------====================================================================== 14 Type of Reporting Person* IN - ---------====================================================================== *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 17 of 45 Pages SCHEDULE 13D =============================== CUSIP No. 338032105 =============================== - ---------====================================================================== 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 - ----------------------========================================================= 7 Sole Voting Power -0- ------========================================================= Number of 8 Shared Voting Power Shares Beneficially 263,546 Owned By Each Reporting Person With ------========================================================= 9 Sole Dispositive Power -0- ------========================================================= 10 Shared Dispositive Power 263,546 - ---------====================================================================== 11 Aggregate Amount Beneficially Owned By Each Reporting Person 263,546 - ---------====================================================================== 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* [ ] - ---------====================================================================== 13 Percent of Class Represented by Amount in Row (11) 3.2 % - ---------====================================================================== 14 Type of Reporting Person* IN - ---------====================================================================== *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 18 of 45 Pages Item 1. Security and Issuer. This statement relates to shares of Common Stock, par value $0.01 per share (the "Shares") of Fisher Scientific International Inc. (the "Company"). The Company's principal offices are located at Liberty Lane, Hampton, New Hampshire. 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", collectively 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"1); (vii) Farallon Partners, L.L.C., a Delaware limited liability company ("FPLLC"), with respect to the Shares held by each of the Partnerships; (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"), - -------- (1) Of the Shares reported by FCMLLC on behalf of the Managed Accounts, 3,697 Shares (equal to approximately 0.05% of the total Shares currently outstanding) are held by The Absolute Return Fund of The Common Fund, a non-profit corporation whose principal address is 450 Post Road East, Westport, Connecticut, 06881. Page 19 of 45 Pages Meridee A. Moore ("Moore") and Thomas F. Steyer ("Steyer"), with respect to the Shares held by each of the Partnerships and the Managed Accounts; and (ix) Fleur E. Fairman ("Fairman") with respect to the Shares held by each of the Partnerships (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"). The name, address, principal business, citizenship or 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 the Partnerships are owned directly by the Partnerships and those reported by FCMLLC on behalf of the Managed Accounts are owned directly by the Managed Accounts. 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 owned by the Partnerships. 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 Craigmuir Chambers, P.O. Box 71, Road Town, Tortola, British Virgin Islands. Page 20 of 45 Pages (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 the 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 $17,738,886 for the 368,850 Shares acquired by FCP, $23,679,730 for the 492,400 Shares acquired by FCIP, $3,636,370 for the 75,400 Shares acquired by FCIP II, $1,291,044 for the 26,800 Shares acquired by FCIP III, $2,860,203 for the 59,600 Shares acquired by Tinicum and $24,494,399 for the 510,100 Shares acquired by the Managed Accounts. 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 Page 21 of 45 Pages Sachs & Co.; and (iii) with respect to FCP and Tinicum, from working capital and/or from borrowings pursuant to margin accounts maintained by FCP and Tinicum at Goldman Sachs & Co. 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. It is not possible to determine the amount of borrowings, if any, used to acquire the Shares. Item 4. Purpose of the Transaction. The purpose of the acquisition of the Shares is for investment, and the acquisitions of the Shares by each of the Partnerships and the Managed Accounts were made in the ordinary course of business and were not made for the purpose of acquiring control of the Company. Although no Reporting Person has any specific plan or proposal to acquire or dispose of Shares, consistent with its investment purpose, each Reporting Person at any time and from time to time may acquire additional Shares or dispose of any or all of its Shares depending upon an ongoing evaluation of the investment in the Shares, prevailing market conditions, other investment opportunities, liquidity requirements of the Reporting Person and/or other investment considerations. No Reporting Person has made a determination regarding a maximum or minimum number of Shares which it may hold at any point in time. Also, consistent with their investment intent, the Reporting Persons may engage in communications with one or more shareholders of the Company, one or more officers of the Company and/or one or more members of the board of directors of the Company regarding the Company, including but not limited to its operations. Page 22 of 45 Pages Except to the extent the foregoing may be deemed a plan or proposal, none of the Reporting Persons has any plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) through (j), inclusive, of the instructions to Item 4 of Schedule 13D. The Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto. 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 and of Footnote 1 hereto is calculated based upon the 8,163,278 Shares outstanding as of January 22, 1998. (c) The trade 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. All of such transactions were open-market transactions. The transaction date, number of Shares transferred and the price per Share for all transactions in the Shares in the past 60 days are set forth on Schedule A hereto. On January 22, 1998 (the "Effective Date"), pursuant to the consummation of the merger (the "Merger") between the Company and FSI Merger Corp., Shares held by shareholders of the Company who had not elected to be cashed-out in the merger were pro-rated by the Company and reduced to approximately 17.36% of the prior number of Shares held. Such shareholders received the stated cash-exchange amount ($48.25 per Share) for the remaining approximately 82.64% of their prior-existing Shares. In addition, holders of Shares acquired after January 14, 1998 were not able to elect to retain their Shares and had to elect the $48.25 per Share cash-out option. All of the transfers of the Shares listed on the attached Schedule were incident to the Merger and are incorporated herein by reference. (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, Page 23 of 45 Pages Downes, Fairman, Fish, Fremder, Mellin, Millham and Moore are managing members of FPLLC. (e) As of January 22, 1998, the Reporting Person is not the beneficial owner of 5% or more of the Shares. 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 trade 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. All of such transactions were open-market transactions. The transaction date, number of Shares transferred and the price per Share for all transactions in the Shares in the past 60 days are set forth on Schedule B hereto. On the Effective Date, pursuant to the consummation of the Merger between the Company and FSI Merger Corp., Shares held by shareholders of the Company who had not elected to be cashed-out in the merger were pro-rated by the Company and reduced to approximately 17.36% of the prior number of Shares held. Such shareholders received the stated cash-exchange amount ($48.25 per Share) for the remaining approximately 82.64% of their prior-existing Shares. In addition, holders of certain Shares acquired after January 14, 1998 were not able to elect to retain their Shares and had to elect the $48.25 per such Share cash-out option. All of the transfers of the Shares listed on the attached Schedule were incident to the Merger and are incorporated herein by reference. (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) As of January 22, 1998, the Reporting Person is not the beneficial owner of 5% or more of the Shares. 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 24 of 45 Pages (c) The trade 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. All of such transactions were open-market transactions. The transaction date, number of Shares transferred and the price per Share for all transactions in the Shares in the past 60 days are set forth on Schedule C hereto. On the Effective Date, pursuant to the consummation of the Merger between the Company and FSI Merger Corp., Shares held by shareholders of the Company who had not elected to be cashed-out in the merger were pro-rated by the Company and reduced to approximately 17.36% of the prior number of Shares held. Such shareholders received the stated cash-exchange amount ($48.25 per Share) for the remaining approximately 82.64% of their prior-existing Shares. In addition, holders of certain Shares acquired after January 14, 1998 were not able to elect to retain their Shares and had to elect the $48.25 per such Share cash-out option. All of the transfers of the Shares listed on the attached Schedule were incident to the Merger and are incorporated herein by reference. (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) As of January 22, 1998, the Reporting Person is not the beneficial owner of 5% or more of the Shares. 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 trade 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. All of such transactions were open-market transactions. The transaction date, number of Shares transferred and the price per Share for all transactions in the Shares in the past 60 days are set forth on Schedule D hereto. On the Effective Date, pursuant to the consummation of the Merger between the Company and FSI Merger Corp., Shares held by shareholders of the Company who had not elected to be cashed-out in the merger were pro-rated by the Company and reduced to approximately 17.36% of the prior number of Shares held. Such shareholders received the stated cash-exchange amount ($48.25 per Share) for the remaining approximately 82.64% Page 25 of 45 Pages of their prior-existing Shares. In addition, holders of certain Shares acquired after January 14, 1998 were not able to elect to retain their Shares and had to elect the $48.25 per such Share cash-out option. All of the transfers of the Shares listed on the attached Schedule were incident to the Merger and are incorporated herein by reference. (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) As of January 22, 1998, the Reporting Person is not the beneficial owner of 5% or more of the Shares. 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 trade 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 E hereto and are incorporated herein by reference. All of such transactions were open-market transactions. The transaction date, number of Shares transferred and the price per Share for all transactions in the Shares in the past 60 days are set forth on Schedule E hereto. On the Effective Date, pursuant to the consummation of the Merger between the Company and FSI Merger Corp., Shares held by shareholders of the Company who had not elected to be cashed-out in the merger were pro-rated by the Company and reduced to approximately 17.36% of the prior number of Shares held. Such shareholders received the stated cash-exchange amount ($48.25 per Share) for the remaining approximately 82.64% of their prior-existing Shares. In addition, holders of certain Shares acquired after January 14, 1998 were not able to elect to retain their Shares and had to elect the $48.25 per such Share cash-out option. All of the transfers of the Shares listed on the attached Schedule were incident to the Merger and are incorporated herein by reference. (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) As of January 22, 1998, the Reporting Person is not the beneficial owner of 5% or more of the Shares. Page 26 of 45 Pages 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 trade 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 F hereto and are incorporated herein by reference. All of such transactions were open-market transactions. The transaction date, number of Shares transferred and the price per Share for all transactions in the Shares in the past 60 days are set forth on Schedule F hereto. On the Effective Date, pursuant to the consummation of the Merger between the Company and FSI Merger Corp., Shares held by shareholders of the Company who had not elected to be cashed-out in the merger were pro-rated by the Company and reduced to approximately 17.36% of the prior number of Shares held. Such shareholders received the stated cash-exchange amount ($48.25 per Share) for the remaining approximately 82.64% of their prior-existing Shares. In addition, holders of certain Shares acquired after January 14, 1998 were not able to elect to retain their Shares and had to elect the $48.25 per such Share cash-out option. All of the transfers of the Shares listed on the attached Schedule were incident to the Merger and are incorporated herein by reference. (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) As of January 22, 1998, the Reporting Person is not the beneficial owner of 5% or more of the Shares. 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. Page 27 of 45 Pages (e) As of January 22, 1998, the Reporting Person is not the beneficial owner of 5% or more of the Shares. 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) As of January 22, 1998, the Reporting Person is not the beneficial owner of 5% or more of the Shares. 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) As of January 22, 1998, the Reporting Person is not the beneficial owner of 5% or more of the Shares. 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. Page 28 of 45 Pages (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) As of January 22, 1998, the Reporting Person is not the beneficial owner of 5% or more of the Shares. 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) As of January 22, 1998, the Reporting Person is not the beneficial owner of 5% or more of the Shares. 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) As of January 22, 1998, the Reporting Person is not the beneficial owner of 5% or more of the Shares. 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. Page 29 of 45 Pages (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) As of January 22, 1998, the Reporting Person is not the beneficial owner of 5% or more of the Shares. 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) As of January 22, 1998, the Reporting Person is not the beneficial owner of 5% or more of the Shares. 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) As of January 22, 1998, the Reporting Person is not the beneficial owner of 5% or more of the Shares. Page 30 of 45 Pages 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) As of January 22, 1998, the Reporting Person is not the beneficial owner of 5% or more of the Shares. 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) As of January 22, 1998, the Reporting Person is not the beneficial owner of 5% or more of the Shares. The Shares reported hereby for the Partnerships are owned directly by the Partnerships and those reported by FCMLLC on behalf of the Managed Accounts are owned directly by the Managed Accounts. 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 owned by the Partnerships. 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 31 of 45 Pages Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Except as described above, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons or between such persons and any other person with respect to any securities of the Company, including but not limited to transfer or voting of any securities of the Company, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies. Item 7. Materials to be Filed as Exhibits. There is filed herewith as Exhibit 1 a written agreement relating to the filing of joint acquisition statements as required by Rule 13d-1(f)(1) under the Securities Exchange Act of 1934, as amended. Page 32 of 45 Pages 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 23, 1998 /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 are hereby incorporated by reference. Page 33 of 45 Pages 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; Enrique H. Boilini, David I. Cohen, Joseph F. 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 F. Downes, Fleur E. Fairman, Jason M. Fish, Andrew B. Fremder, William F. Mellin, Stephen L. Millham and Meridee A. Moore, Managing Members. 3. (a) Enrique H. Boilini (b) c/o Farallon Capital Management, L.L.C. 75 Holly Hill Lane Greenwich, CT 06830 (c) Managing Member of Farallon Partners, L.L.C.; Managing Member of Farallon Capital Management, L.L.C. (d) Argentinean Citizen 4. (a) David I. Cohen (b) c/o Farallon Capital Management, L.L.C. One Maritime Plaza, Suite 1325 San Francisco, CA 94111 (c) Managing Member of Farallon Partners, L.L.C.; Managing Member of Farallon Capital Management, L.L.C. (d) South African Citizen Page 34 of 45 Pages 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 ember 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 35 of 45 Pages 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 36 of 45 Pages SCHEDULE A FARALLON CAPITAL PARTNERS, L.P. NO. OF SHARES PRICE TRADE DATE PURCHASED PER SHARE (including commission) 1/6/98 3,300 $47.96 1/7/98 36,300 $48.01 1/8/98 19,000 $47.98 1/9/98 6,200 $47.82 1/12/98 2,000 $47.96 1/13/98 88,000 $48.05 1/14/98 30,000 $48.21 1/21/98 3,900 $48.02 NO. OF SHARES PRICE TRANSFER DATE TRANSFERRED(2) PER SHARE 1/22/98 301,595 $48.25 1/22/98 3,900 $48.25 - -------- (2) On the Effective Date, pursuant to the consummation of the Merger between the Company and FSI Merger Corp., Shares held by shareholders of the Company who had not elected to be cashed-out in the Merger were pro-rated by the Company and reduced to approximately 17.36% of the prior number of Shares held. Such shareholders received the stated cash-exchange amount ($48.25 per Share) for the remaining approximately 82.64% of their prior-existing Shares. In addition, holders of Shares acquired after January 14, 1998 were not able to elect to retain their Shares and had to elect the $48.25 per Share cash-out option. The first series of transactions listed below reports the cash-out portion of the pro-rata election. The second series of transactions reports a cash-out of 100% of certain Shares acquired after January 14, 1998. Page 37 of 45 Pages SCHEDULE B FARALLON CAPITAL INSTITUTIONAL PARTNERS, L.P. NO. OF SHARES PRICE TRADE DATE PURCHASED PER SHARE (including commission) 1/6/98 7,200 $47.96 1/7/98 76,800 $48.01 1/8/98 40,400 $47.98 1/9/98 13,300 $47.82 1/12/98 3,600 $47.96 1/13/98 136,000 $48.05 1/14/98 54,900 $48.21 1/21/98 4,400 $48.02 NO. OF SHARES PRICE TRANSFER DATE TRANSFERRED(3) PER SHARE 1/22/98 403,284 $48.25 1/22/98 4,400 $48.25 - -------- (3) On the Effective Date, pursuant to the consummation of the Merger between the Company and FSI Merger Corp., Shares held by shareholders of the Company who had not elected to be cashed-out in the Merger were pro-rated by the Company and reduced to approximately 17.36% of the prior number of Shares held. Such shareholders received the stated cash-exchange amount ($48.25 per Share) for the remaining approximately 82.64% of their prior-existing Shares. In addition, holders of Shares acquired after January 14, 1998 were not able to elect to retain their Shares and had to elect the $48.25 per Share cash-out option. The first series of transactions listed below reports the cash-out portion of the pro-rata election. The second series of transactions reports a cash-out of 100% of certain Shares acquired after January 14, 1998. Page 38 of 45 Pages SCHEDULE C FARALLON CAPITAL INSTITUTIONAL PARTNERS II, L.P. NO. OF SHARES PRICE TRADE DATE PURCHASED PER SHARE (including commission) 1/6/98 800 $47.96 1/7/98 8,100 $48.01 1/8/98 4,300 $47.98 1/9/98 1,400 $47.82 1/12/98 400 $47.96 1/13/98 16,000 $48.05 1/14/98 6,000 $48.21 1/21/98 600 $48.02 NO. OF SHARES PRICE TRANSFER DATE TRANSFERRED(4) PER SHARE 1/22/98 61,815 $48.25 1/22/98 600 $48.25 - -------- (4) On the Effective Date, pursuant to the consummation of the Merger between the Company and FSI Merger Corp., Shares held by shareholders of the Company who had not elected to be cashed-out in the Merger were pro-rated by the Company and reduced to approximately 17.36% of the prior number of Shares held. Such shareholders received the stated cash-exchange amount ($48.25 per Share) for the remaining approximately 82.64% of their prior-existing Shares. In addition, holders of Shares acquired after January 14, 1998 were not able to elect to retain their Shares and had to elect the $48.25 per Share cash-out option. The first series of transactions listed below reports the cash-out portion of the pro-rata election. The second series of transactions reports a cash-out of 100% of certain Shares acquired after January 14, 1998. Page 39 of 45 Pages SCHEDULE D FARALLON CAPITAL INSTITUTIONAL PARTNERS III, L.P. NO. OF SHARES PRICE TRADE DATE PURCHASED PER SHARE (including commission) 1/6/98 400 $47.96 1/7/98 2,000 $48.01 1/8/98 1,100 $47.98 1/9/98 400 $47.82 1/12/98 100 $47.96 1/13/98 4,000 $48.05 1/14/98 1,500 $48.21 1/21/98 200 $48.02 NO. OF SHARES PRICE TRANSFER DATE TRANSFERRED(5) PER SHARE 1/22/98 21,983 $48.25 1/22/98 200 $48.25 - -------- (5) On the Effective Date, pursuant to the consummation of the Merger between the Company and FSI Merger Corp., Shares held by shareholders of the Company who had not elected to be cashed-out in the Merger were pro-rated by the Company and reduced to approximately 17.36% of the prior number of Shares held. Such shareholders received the stated cash-exchange amount ($48.25 per Share) for the remaining approximately 82.64% of their prior-existing Shares. In addition, holders of Shares acquired after January 14, 1998 were not able to elect to retain their Shares and had to elect the $48.25 per Share cash-out option. The first series of transactions listed below reports the cash-out portion of the pro-rata election. The second series of transactions reports a cash-out of 100% of certain Shares acquired after January 14, 1998. Page 40 of 45 Pages SCHEDULE E TINICUM PARTNERS, L.P. NO. OF SHARES PRICE TRADE DATE PURCHASED PER SHARE (including commission) 1/6/98 800 $47.96 1/7/98 8,100 $48.01 1/8/98 4,300 $47.98 1/9/98 1,400 $47.82 1/12/98 400 $47.96 1/13/98 16,000 $48.05 1/14/98 6,000 $48.21 1/21/98 600 $48.02 NO. OF SHARES PRICE TRANSFER DATE TRANSFERRED(6) PER SHARE 1/22/98 48,758 $48.25 1/22/98 600 $48.25 - -------- (6) On the Effective Date, pursuant to the consummation of the Merger between the Company and FSI Merger Corp., Shares held by shareholders of the Company who had not elected to be cashed-out in the Merger were pro-rated by the Company and reduced to approximately 17.36% of the prior number of Shares held. Such shareholders received the stated cash-exchange amount ($48.25 per Share) for the remaining approximately 82.64% of their prior-existing Shares. In addition, holders of Shares acquired after January 14, 1998 were not able to elect to retain their Shares and had to elect the $48.25 per Share cash-out option. The first series of transactions listed below reports the cash-out portion of the pro-rata election. The second series of transactions reports a cash-out of 100% of certain Shares acquired after January 14, 1998. Page 41 of 45 Pages SCHEDULE F FARALLON CAPITAL MANAGEMENT, L.L.C. NO. OF SHARES PRICE TRADE DATE PURCHASED PER SHARE (including commission) 1/6/98 6,600 $47.96 1/7/98 60,600 $48.01 1/8/98 31,900 $47.98 1/9/98 10,500 $47.82 1/12/98 3,000 $47.96 1/13/98 120,000 $48.05 1/14/98 45,000 $48.21 1/21/98 4,500 $48.02 1/6/98 200 $47.96 1/7/98 2,000 $48.01 1/8/98 1,100 $47.98 1/9/98 400 $47.82 1/12/98 100 $47.96 1/13/98 4,000 $48.05 1/14/98 1,500 $48.21 1/21/98 200 $48.02 1/6/98 800 $47.96 1/7/98 8,100 $48.01 1/8/98 4,300 $47.98 1/9/98 1,400 $47.82 1/12/98 400 $47.96 1/13/98 16,000 $48.05 1/14/98 6,000 $48.21 1/21/98 600 $48.02 Page 42 of 45 Pages NO. OF SHARES PRICE TRANSFER DATE TRANSFERRED(7) PER SHARE 1/22/98 339,486 $48.25 1/22/98 4,500 $48.25 1/22/98 17,603 $48.25 1/22/98 200 $48.25 1/22/98 60,080 $48.25 1/22/98 600 $48.25 - -------- (7) On the Effective Date, pursuant to the consummation of the Merger between the Company and FSI Merger Corp., Shares held by shareholders of the Company who had not elected to be cashed-out in the Merger were pro-rated by the Company and reduced to approximately 17.36% of the prior number of Shares held. Such shareholders received the stated cash-exchange amount ($48.25 per Share) for the remaining approximately 82.64% of their prior-existing Shares. In addition, holders of Shares acquired after January 14, 1998 were not able to elect to retain their Shares and had to elect the $48.25 per Share cash-out option. The first, third and fifth transactions listed below report the cash-out portion of the pro-rata election. The second, fourth and sixth transactions report a cash-out of 100% of certain Shares acquired after January 14, 1998. Page 43 of 45 Pages EXHIBIT INDEX EXHIBIT 1 Joint Acquisition Statement Pursuant to Rule 13D-(f)(1) Page 44 of 45 Pages EXHIBIT 1 to SCHEDULE 13D 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 23, 1998 /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. Page 45 of 45 Pages -----END PRIVACY-ENHANCED MESSAGE-----