-----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, DFKgchdneDgSBvsLpXTaYc1H23tgHLpmc/2DhgU7en+OZrEdrgmsfVLJi+x9UKV/ dhqPpxIGFwEd7DZsstv5Rw== 0001012168-97-000005.txt : 19970222 0001012168-97-000005.hdr.sgml : 19970222 ACCESSION NUMBER: 0001012168-97-000005 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970213 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: UNITED STATIONERS INC CENTRAL INDEX KEY: 0000355999 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-PAPER AND PAPER PRODUCTS [5110] IRS NUMBER: 363141189 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-33670 FILM NUMBER: 97530858 BUSINESS ADDRESS: STREET 1: 2200 E GOLF RD CITY: DES PLAINES STATE: IL ZIP: 60016-1267 BUSINESS PHONE: 7086995000 MAIL ADDRESS: STREET 1: 2200 E GOLF ROAD STREET 2: 2200 E GOLF ROAD CITY: DES PLAINES STATE: IL ZIP: 600161267 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 FORMER COMPANY: FORMER CONFORMED NAME: FARALLON CAPITAL MANAGEMENT LLC /ADV DATE OF NAME CHANGE: 19960428 SC 13D 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 United Stationers, Inc. (USTR) (Name of Issuer) Common Stock, par value $.10 per share (Title of Class of Securities) CUSIP No. 913004107 (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) February 3, 1997 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box . Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of that Act but shall be subject to all other provisions of the Act (however, see the Notes). PAGE SCHEDULE 13D CUSIP NO. 913004107 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Farallon Capital Partners, L.P. 2 Check the Appropriate Box if a Member of a Group* (a) (b) /x/ 3 SEC Use Only 4 Source of Funds* WC, 00 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6 Citizenship or Place of Organization California Number of Shares Beneficially Owned By Each Reporting Person With 7 Sole Voting Power -0- 8 Shared Voting Power 258,528 9 Sole Dispositive Power -0- 10 Shared Dispositive Power 258,528 11 Aggregate Amount Beneficially Owned By Each Report- ing Person 258,528 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* 13 Percent of Class Represented by Amount in Row (11) 2.3% 14 Type of Reporting Person* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP NO. 913004107 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Farallon Capital Institutional Partners, L.P. 2 Check the Appropriate Box if a Member of a Group* (a) (b) /x/ 3 SEC Use Only 4 Source of Funds* WC 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6 Citizenship or Place of Organization California Number of Shares Beneficially Owned By Each Reporting Person With 7 Sole Voting Power -0- 8 Shared Voting Power 203,166 9 Sole Dispositive Power -0- 10 Shared Dispositive Power 203,166 11 Aggregate Amount Beneficially Owned By Each Reporting Person 203,166 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* 13 Percent of Class Represented by Amount in Row (11) 1.8% 14 Type of Reporting Person* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP NO. 913004107 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Farallon Capital Institutional Partners II, L.P. 2 Check the Appropriate Box if a Member of a Group* (a) (b) /x/ 3 SEC Use Only 4 Source of Funds* WC 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6 Citizenship or Place of Organization California Number of Shares Beneficially Owned By Each Reporting Person With 7 Sole Voting Power -0- 8 Shared Voting Power 64,632 9 Sole Dispositive Power -0- 10 Shared Dispositive Power 64,632 11 Aggregate Amount Beneficially Owned By Each Report- ing Person 64,632 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* 13 Percent of Class Represented by Amount in Row (11) 0.6% 14 Type of Reporting Person* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP NO. 913004107 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Farallon Capital Institutional Partners III, L.P. 2 Check the Appropriate Box if a Member of a Group* (a) (b) /x/ 3 SEC Use Only 4 Source of Funds* WC 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6 Citizenship or Place of Organization Delaware Number of Shares Beneficially Owned By Each Reporting Person With 7 Sole Voting Power -0- 8 Shared Voting Power 25,502 9 Sole Dispositive Power -0- 10 Shared Dispositive Power 25,502 11 Aggregate Amount Beneficially Owned By Each Report- ing Person 25,502 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* 13 Percent of Class Represented by Amount in Row (11) 0.2% 14 Type of Reporting Person* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP NO. 913004107 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Tinicum Partners, L.P. 2 Check the Appropriate Box if a Member of a Group* (a) (b) /x/ 3 SEC Use Only 4 Source of Funds* WC, 00 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6 Citizenship or Place of Organization New York Number of Shares Beneficially Owned By Each Reporting Person With 7 Sole Voting Power -0- 8 Shared Voting Power 34,367 9 Sole Dispositive Power -0- 10 Shared Dispositive Power 34,367 11 Aggregate Amount Beneficially Owned By Each Reporting Person 34,367 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* 13 Percent of Class Represented by Amount in Row (11) 0.3% 14 Type of Reporting Person* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP NO. 913004107 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Farallon Capital Management, L.L.C. 2 Check the Appropriate Box if a Member of a Group* (a) (b) /x/ 3 SEC Use Only 4 Source of Funds* 00 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6 Citizenship or Place of Organization Delaware Number of Shares Beneficially Owned By Each Reporting Person With 7 Sole Voting Power -0- 8 Shared Voting Power 140,113 9 Sole Dispositive Power -0- 10 Shared Dispositive Power 140,113 11 Aggregate Amount Beneficially Owned By Each Reporting Person 140,113 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* 13 Percent of Class Represented by Amount in Row (11) 1.2% 14 Type of Reporting Person* IA, 00 *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP NO. 913004107 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Farallon Partners, L.L.C. 2 Check the Appropriate Box if a Member of a Group* (a) (b) /x/ 3 SEC Use Only 4 Source of Funds* AF 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6 Citizenship or Place of Organization Delaware Number of Shares Beneficially Owned By Each Reporting Person With 7 Sole Voting Power -0- 8 Shared Voting Power 586,195 9 Sole Dispositive Power -0- 10 Shared Dispositive Power 586,195 11 Aggregate Amount Beneficially Owned By Each Reporting Person 586,195 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* 13 Percent of Class Represented by Amount in Row (11) 5.1% 14 Type of Reporting Person* 00 *SEE INSTRUCTIONS BEFORE FILLING OUT! PAGE SCHEDULE 13D CUSIP NO. 913004107 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Enrique H. Boilini 2 Check the Appropriate Box if a Member of a Group* (a) (b) /x/ 3 SEC Use Only 4 Source of Funds* AF, 00 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6 Citizenship or Place of Organization Argentina Number of Shares Beneficially Owned By Each Reporting Person With 7 Sole Voting Power -0- 8 Shared Voting Power 726,308 9 Sole Dispositive Power -0- 10 Shared Dispositive Power 726,308 11 Aggregate Amount Beneficially Owned By Each Reporting Person 726,308 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* 13 Percent of Class Represented by Amount in Row (11) 6.3% 14 Type of Reporting Person* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP NO. 913004107 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person David I. Cohen 2 Check the Appropriate Box if a Member of a Group* (a) (b) /x/ 3 SEC Use Only 4 Source of Funds* AF, 00 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6 Citizenship or Place of Organization South Africa Number of Shares Beneficially Owned By Each Reporting Person With 7 Sole Voting Power -0- 8 Shared Voting Power 726,308 9 Sole Dispositive Power -0- 10 Shared Dispositive Power 726,308 11 Aggregate Amount Beneficially Owned By Each Reporting Person 726,308 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* 13 Percent of Class Represented by Amount in Row (11) 6.3% 14 Type of Reporting Person* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP NO. 913004107 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Joseph F. Downes 2 Check the Appropriate Box if a Member of a Group* (a) (b) /x/ 3 SEC Use Only 4 Source of Funds* AF, 00 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6 Citizenship or Place of Organization United States Number of Shares Beneficially Owned By Each Reporting Person With 7 Sole Voting Power -0- 8 Shared Voting Power 726,308 9 Sole Dispositive Power -0- 10 Shared Dispositive Power 726,308 11 Aggregate Amount Beneficially Owned By Each Reporting Person 726,308 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* 13 Percent of Class Represented by Amount in Row (11) 6.3% 14 Type of Reporting Person* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! PAGE SCHEDULE 13D CUSIP NO. 913004107 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Fleur E. Fairman 2 Check the Appropriate Box if a Member of a Group* (a) (b) /x/ 3 SEC Use Only 4 Source of Funds* AF 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6 Citizenship or Place of Organization United States Number of Shares Beneficially Owned By Each Reporting Person With 7 Sole Voting Power -0- 8 Shared Voting Power 586,195 9 Sole Dispositive Power -0- 10 Shared Dispositive Power 586,195 11 Aggregate Amount Beneficially Owned By Each Reporting Person 586,195 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* 13 Percent of Class Represented by Amount in Row (11) 5.1% 14 Type of Reporting Person* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP NO. 913004107 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Jason M. Fish 2 Check the Appropriate Box if a Member of a Group* (a) (b) /x/ 3 SEC Use Only 4 Source of Funds* AF, 00 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6 Citizenship or Place of Organization United States Number of Shares Beneficially Owned By Each Reporting Person With 7 Sole Voting Power -0- 8 Shared Voting Power 726,308 9 Sole Dispositive Power -0- 10 Shared Dispositive Power 726,308 11 Aggregate Amount Beneficially Owned By Each Reporting Person 726,308 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* 13 Percent of Class Represented by Amount in Row (11) 6.3% 14 Type of Reporting Person* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! PAGE SCHEDULE 13D CUSIP NO. 913004107 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Andrew B. Fremder 2 Check the Appropriate Box if a Member of a Group* (a) (b) /x/ 3 SEC Use Only 4 Source of Funds* AF, 00 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6 Citizenship or Place of Organization United States Number of Shares Beneficially Owned By Each Reporting Person With 7 Sole Voting Power -0- 8 Shared Voting Power 726,308 9 Sole Dispositive Power -0- 10 Shared Dispositive Power 726,308 11 Aggregate Amount Beneficially Owned By Each Reporting Person 726,308 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* 13 Percent of Class Represented by Amount in Row (11) 6.3% 14 Type of Reporting Person* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! PAGE SCHEDULE 13D CUSIP NO. 913004107 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person William F. Mellin 2 Check the Appropriate Box if a Member of a Group* (a) (b) /x/ 3 SEC Use Only 4 Source of Funds* AF, 00 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6 Citizenship or Place of Organization United States Number of Shares Beneficially Owned By Each Reporting Person With 7 Sole Voting Power -0- 8 Shared Voting Power 726,308 9 Sole Dispositive Power -0- 10 Shared Dispositive Power 726,308 11 Aggregate Amount Beneficially Owned By Each Reporting Person 726,308 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* 13 Percent of Class Represented by Amount in Row (11) 6.3% 14 Type of Reporting Person* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP NO. 913004107 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Stephen L. Millham 2 Check the Appropriate Box if a Member of a Group* (a) (b) /x/ 3 SEC Use Only 4 Source of Funds* AF, 00 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6 Citizenship or Place of Organization United States Number of Shares Beneficially Owned By Each Reporting Person With 7 Sole Voting Power -0- 8 Shared Voting Power 726,308 9 Sole Dispositive Power -0- 10 Shared Dispositive Power 726,308 11 Aggregate Amount Beneficially Owned By Each Reporting Person 726,308 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* 13 Percent of Class Represented by Amount in Row (11) 6.3% 14 Type of Reporting Person* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP NO. 913004107 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Meridee A. Moore 2 Check the Appropriate Box if a Member of a Group* (a) (b) /x/ 3 SEC Use Only 4 Source of Funds* AF, 00 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6 Citizenship or Place of Organization United States Number of Shares Beneficially Owned By Each Reporting Person With 7 Sole Voting Power -0- 8 Shared Voting Power 726,308 9 Sole Dispositive Power -0- 10 Shared Dispositive Power 726,308 11 Aggregate Amount Beneficially Owned By Each Reporting Person 726,308 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* 13 Percent of Class Represented by Amount in Row (11) 6.3% 14 Type of Reporting Person* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! PAGE SCHEDULE 13D CUSIP NO. 913004107 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Thomas F. Steyer 2 Check the Appropriate Box if a Member of a Group* (a) (b) /x/ 3 SEC Use Only 4 Source of Funds* AF, 00 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6 Citizenship or Place of Organization United States Number of Shares Beneficially Owned By Each Reporting Person With 7 Sole Voting Power -0- 8 Shared Voting Power 726,308 9 Sole Dispositive Power -0- 10 Shared Dispositive Power 726,308 11 Aggregate Amount Beneficially Owned By Each Report- ing Person 726,308 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* 13 Percent of Class Represented by Amount in Row (11) 6.3% 14 Type of Reporting Person* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! This statement relates to shares of Common Stock, par value $0.10 per share (the "Shares"), of United Stationers, Inc. (the "Company"). The Company's prin- cipal offices are located at 2200 East Golf Road, Des Plains, Illinois 60016-1267. 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 Califor- nia 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 "Partner- ships"), with respect to the Shares held by it; (vi) Farallon Capital Management, L.L.C., a Delaware limited liability company ("FCMLLC"), with respect to the Shares held by Farallon Capital Offshore Investors, Inc., a British Virgin Islands corporation ("Offshore") and certain other accounts managed by FCMLLC (together with Offshore, the "Managed Accounts"); (vii) Farallon Partners, L.L.C., a Delaware limited liability company ("FPLLC") with respect to the Shares held by each of the entities named in (i) through (v) above; (viii) each of Enrique H. Boilini ("Boilini"), David I. Cohen ("Cohen"), Joseph F. Downes ("Downes"), Jason M. Fish ("Fish"), Andrew B. Fremder ("Fremder"), William F. Mellin ("Mellin"), Stephen L. Millham ("Millham"), Meridee A. Moore ("Moore") and Thomas F. Steyer ("Steyer"), with respect to the Shares held by each of the entities named in (i) through (vi) above; (ix) Fleur E. Fairman ("Fairman") with respect to the Shares held by each of the entities named in (i) through (v) above. (FCP, FCIP, FCIP II, FCIP III, Tinicum, FCMLLC, FPLLC, Boilini, Cohen, Downes, Fairman, Fish, Fremder, Mellin, Millham, Moore and Steyer shall collectively be referred to hereafter as the "Reporting Persons".) On January 1, 1997, a limited partner (the "Limited Partner") in FCIP withdrew 100% of the Limited Partner's interest in Shares. The withdrawn Shares were placed in FCIP III, a newly-formed limited partnership whose general partner is FPLLC and whose sole limited partner is the Limited Partner. The name, address, principal business, state of incorporation, executive officers, directors and controlling persons of FCMLLC and FPLLC, are set forth on Annex 1 hereto. The Shares reported hereby for FCP, FCIP, FCIP II, FCIP III, Tinicum and the Managed Accounts are owned directly by such entities. Each of Boilini, Cohen, Downes, Fish, Fremder, Mellin, Millham, Moore and Steyer may be deemed, as managing members of FPLLC and FCMLLC, to be the beneficial owner of all such Shares. Each of FPLLC and Fairman, as a managing member of FPLLC, may be deemed to be the beneficial owners of all such Shares other than the Shares owned by the Managed Accounts. FCMLLC may be deemed to be the beneficial owner of all such Shares owned by the Managed Accounts. Each of FCMLLC, FPLLC, Boilini, Cohen, Downes, Fairman, Fish, Fremder, Mellin, Millham, Moore and Steyer hereby disclaim any beneficial ownership of any such Shares. (b) The address of the principal business and principal office of (i) the Partnerships, FCMLLC and FPLLC is One Maritime Plaza, Suite 1325, San Francisco, California 94111, and (ii) Offshore is CITCO Building, Wickhams Cay, P.O. Box 662, Road Town, Tortola, British Virgin Islands. (c) The principal business of each of the Partnerships and Offshore is that of a private investment fund engaging in the purchase and sale of investments for its own account. The principal business of FPLLC is to act as general partner (the "General Partner") of the Partnerships. The principal business of FCMLLC is that of a registered investment adviser. (d) None of the Partnerships, FCMLLC, FPLLC, Offshore or any of the persons listed on Annex 1 hereto has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) None of the Partnerships, FCMLLC, FPLLC, Offshore or any of the persons listed on Annex 1 hereto has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceed ing, 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 Consider- ation. The net investment cost (including commissions) is $4,477,900 for the 258,528 Shares held by FCP, $3,442,071 for the 203,166 Shares held by FCIP, $1,053,173 for the 64,632 Shares held by FCIP II, $512,140 for the 25,502 Shares held by FCIP III, $583,380 for the 34,367 Shares held by Tinicum and $2,55,950 for the 140,113 Shares held 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 Sachs & Co.; and (iii) with respect to FCP and Tinicum, from working capital, from borrowings pursuant to margin accounts maintained by FCP and Tinicum at Goldman Sachs & Co. and/or from borrowings pursuant to separate revolving credit agreements (the "Credit Agreements") entered into by each of FCP and Tinicum with ING (U.S.) Capital Corporation ("ING"). FCP, Tinicum and some of the Managed Accounts hold certain securities in their respective margin accounts at Goldman Sachs & Co., and the accounts may from time to time have debit balances. 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 purchases 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. Each may make further purchases of Shares from time to time and may dispose of any or all of the Shares held by it at any time. 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 (b) through (j), inclusive, of the instructions to Item 4 of Schedule 13D. The Reporting Persons may, at any item and from time to time, review or reconsider their position and formu- late plans or proposals with respect thereto, but have no present intention of doing so. 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 herein 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 11,446,306 Shares outstanding as of October 28, 1996 as reported by the Company in its Form 10Q for the period ending September 30, 1996. (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. All of such transactions were open-market transactions. (d) FPLLC as General Partner has the power to direct the affairs of FCP, including decisions regarding the disposition of the proceeds from the sale of the Shares. Steyer is the senior managing member of FPLLC and Boilini, Cohen, Downes, Fairman, Fish, Fremder, Mellin, Millham and Moore are managing members of FPLLC. (e) Not applicable. B. Farallon Capital Institutional Partners, L.P. (a),(b) The information set forth in Rows 7, 8, 9, 10, 11 and 13 of the cover page herein 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. All of such transactions were open-market transactions. The transfer date and number of Shares transferred for each transaction in the past 60 days which is not a purchase or sale is set forth on Schedule B hereto. (d) FPLLC as General Partner has the power to direct the affairs of FCIP, including decisions regarding the disposition of the proceeds from the sale of the Shares. Steyer is the senior managing member of FPLLC and Boilini, Cohen, Downes, Fairman, Fish, Fremder, Mellin, Millham and Moore are managing members of FPLLC. (e) Not applicable. C. Farallon Capital Institutional Partners II, L.P. (a),(b) The information set forth in Rows 7, 8, 9, 10, 11 and 13 of the cover page herein 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. All of such transactions were open-market transactions. (d) FPLLC as General Partner has the power to direct the affairs of FCIP II, including the disposition of the proceeds from the sale of the Shares. Steyer is the senior managing member of FPLLC and Boilini, Cohen, Downes, Fairman, Fish, Fremder, Mellin, Millham and Moore are managing members of FPLLC. (e) Not applicable. D. Farallon Capital Institutional Partners III, L.P. (a), (b) The information set forth in Rows 7, 8, 9, 10, 11 and 13 of the cover page herein 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. All of such transactions were open-market transactions. The transfer date and number of Shares transferred for each transaction in the past 60 days which is not a purchase or sale is set forth on Schedule D hereto. (d) FPLLC as General Partner has the power to direct the affairs of FCIP III, including the disposition of the proceeds 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 herein 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 days are set forth on Schedule D hereto and are incorporated herein by reference. All of such transactions were open-market transactions. (d) FPLLC as General Partner has the power to direct the affairs of Tinicum, including the disposition of the proceeds from the sale of the Shares. Steyer is the senior managing member of FPLLC and Boilini, Cohen, Downes, Fairman, Fish, Fremder, Mellin, Millham and Moore are managing members of FPLLC. (e) Not applicable. F. Farallon Capital Management, L.L.C. (a),(b) The information set forth in Rows 7, 8, 9, 10, 11 and 13 of the cover page herein 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 E hereto and are incorporated herein by reference. All of such transactions were open-market transactions. (d) FCMLLC, as an investment adviser, has the power to direct the disposition of the proceeds from the sale of the Shares held by the Managed Accounts. Steyer is the senior managing member of FCMLLC, and Boilini, Cohen, Downes, Fish, Fremder, Millham, Mellin, and Moore are managing members of FCMLLC. (e) Not applicable. G. Farallon Partners, L.L.C. (a),(b) The information set forth in rows 7, 8, 9, 10, 11, and 13 of the cover page herein 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 herein 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 from the sale of the Shares. FCMLLC, as an investment adviser, has the power to direct the disposition of the proceeds from the sale of Shares held by the Managed Accounts. Boilini is a managing member of FCMLLC and FPLLC. (e) Not applicable. I. David I. Cohen (a),(b) The information set forth in Rows 7, 8, 9, 10, 11 and 13 of the cover page herein 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 from the sale of the Shares. FCMLLC, as an investment adviser, has the power to direct the disposition of the proceeds from the sale of Shares held by the Managed Accounts. Cohen is a managing member of FCMLLC and FPLLC. (e) Not applicable. J. Joseph F. Downes (a),(b) The information set forth in Rows 7, 8, 9, 10, 11 and 13 of the cover page herein 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 from the sale of the Shares. FCMLLC, as an investment adviser, has the power to direct the disposition of the proceeds from the sale of the Shares held by the Managed Accounts. 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 herein 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 from the sale of the Shares. Ms. 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 herein 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 from the sale of the Shares. FCMLLC, as an investment adviser, has the power to direct the disposition of the proceeds from the sale of Shares held by the Managed Accounts. Fish is a managing member of FCMLLC and FPLLC. (e) Not applicable. M. Andrew B. Fremder (a),(b) The information set forth in Rows 7, 8, 9, 10, 11 and 13 of the cover page herein 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 from the sale of the Shares. FCMLLC, as an investment adviser, has the PAGE power to direct the disposition of the proceeds from the sale of Shares held by the Managed Accounts. Fremder is a managing member of FCMLLC and FPLLC. (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 herein 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 from the sale of the Shares. FCMLLC, as an investment adviser, has the power to direct the disposition of the proceeds from the sale of Shares held by the Managed Accounts. Mellin is a managing member of FCMLLC and FPLLC. (e) Not applicable. O. Stephen L. Millham (a),(b) The information set forth in Rows 7, 8, 9, 10, 11 and 13 of the cover page herein for Millham 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 from the sale of the Shares. FCMLLC, as an investment adviser, has the power to direct the disposition of the proceeds from the sale of Shares held by the Managed Accounts. Millham is a managing member of FCMLLC and FPLLC. (e) Not applicable. P. Meridee A. Moore (a),(b) The information set forth in Rows 7, 8, 9, 10, 11 and 13 of the cover page herein 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 from the sale of the Shares. FCMLLC, as an investment adviser, has the power to direct the disposition of the proceeds from the sale of Shares held by the Managed Accounts. 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 herein 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 from the sale of the Shares. FCMLLC, as an investment adviser, has the power to direct the disposition of the proceeds from the sale of the Shares held by the Managed Accounts. Steyer is the senior managing member of FCMLLC and FPLLC. (e) Not applicable. The Shares reported hereby for FCP, FCIP, FCIP II, FCIP III, Tinicum and the Managed Accounts are owned directly by such entities. Each of Boilini, Cohen, Downes, Fish, Fremder, Mellin, Millham, Moore and Steyer may be deemed, as managing members of FPLLC and FCMLLC, to be the beneficial owner of all such Shares. Each of FPLLC and Fairman, as a managing member of FPLLC, may be deemed to be the beneficial owner of all such Shares other than the Shares owned by the Managed Accounts. FCMLLC may be deemed to be the beneficial owner of all such Shares owned by the Managed Accounts. Each of FCMLLC, FPLLC, Boilini, Cohen, Downes, Fairman, Fish, Fremder, Mellin, Millham, Moore and Steyer hereby disclaim any beneficial ownership of any such Shares. Item 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 securi- ties of the Company, including but not limited to transfer or voting of any security 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. 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: February 13, 1997 /s/ Thomas F. Steyer FARALLON PARTNERS, L.L.C., on its own behalf and as General Partner of FARALLON CAPITAL PARTNERS, L.P., FARALLON CAPITAL INSTITUTIONAL PARTNERS, L.P., FARALLON CAPITAL INSTITUTIONAL PARTNERS II, L.P., FARALLON CAPITAL INSTITUTIONAL PARTNERS III, L.P., and TINICUM PARTNERS, L.P. By Thomas F. Steyer, Senior Managing Member /s/ Thomas F. Steyer FARALLON CAPITAL MANAGEMENT, L.L.C. By Thomas F. Steyer, Senior Managing Member /s/ Thomas F. Steyer Thomas F. Steyer, individually and as attorney-in-fact for each of Enrique H. Boilini, David I. Cohen, Joseph F. Downes, Fleur E. Fairman, Jason M. Fish, Andrew B. Fremder, William F. Mellin, Stephen L. Millham, and Meridee A. Moore. ANNEX 1 Set forth below with respect to FCMLLC and FPLLC is the following: (a) name; (b) address; (c) principal business; (d) state of organization; and (e) controlling persons. Set forth below, with respect to each managing member of FCMLLC and FPLLC, is the following: (a) name; (b) business address; (c) principal occupation; and (d) citizenship. 1. (a) Farallon Capital Management, L.L.C. (b) One Maritime Plaza, Suite 1325 San Francisco, CA 94111 (c) Serves as investment adviser to various managed accounts (d) Delaware limited liability company (e) Managing Members: Thomas F. Steyer, Se- nior Managing Member; David I. Cohen, Joseph H. Downes, Jason M. Fish, Andrew B. Fremder, William F. Mellin, Stephen L. Millham and Meridee A. Moore, Managing Members. 2. (a) Farallon Partners, L.L.C. (b) c/o Farallon Capital Management, L.L.C. One Maritime Plaza, Suite 1325 San Francisco, CA 94111 (c) Serves as general partner to investment partnerships (d) Delaware limited liability company (e) Managing Members: Thomas F. Steyer, Senior Managing Member; Enrique H. Boilini, David I. Cohen, Joseph H. Downes, Fleur E. Fairman, Jason M. Fish, Andrew B. Fremder, William F. Mellin, Stephen L. Millham and Meridee A. Moore, Managing Members. 3. (a) Enrique H. Boilini (b) c/o Farallon Capital Management, L.L.C. 75 Holly Hill Lane Greenwich, CT 06830 (c) Managing Member of Farallon Partners,L.L.C.; Managing Member of Farallon Capital Management, L.L.C. (d) Argentinean Citizen 4. (a) David I. Cohen (b) c/o Farallon Capital Management, L.L.C. One Maritime Plaza, Suite 1325 San Francisco, CA 94111 (c) Managing Member of Farallon Partners,L.L.C.; Managing Member of Farallon Capital Management, L.L.C. (d) South African Citizen 5. (a) Joseph F. Downes (b) c/o Farallon Capital Management, L.L.C. One Maritime Plaza, Suite 1325 San Francisco, CA 94111 (c) Managing Member of Farallon Partners, L.L.C.; Managing Member of Farallon Capi- tal 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 Capi- tal 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 Capi- tal 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 Capi- tal Management, L.L.C. (d) United States Citizen PAGE 11. (a) Meridee A. Moore (b) c/o Farallon Capital Management, L.L.C. One Maritime Plaza, Suite 1325 San Francisco, CA 94111 (c) Managing Member of Farallon Partners, L.L.C.; Managing Member of Farallon Capi- tal 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 Part- ners, L.L.C.; Senior Managing Member of Farallon Capital Management, L.L.C. (d) United States Citizen PAGE EXHIBIT 1 JOINT ACQUISITION STATEMENT PURSUANT TO RULE 13D-(f)(1) The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amend- ments 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: February 13, 1997 /s/ Thomas F. Steyer FARALLON PARTNERS, L.L.C., on its own behalf and as General Partner of FARALLON CAPITAL PARTNERS, L.P., FARALLON CAPITAL INSTITUTIONAL PARTNERS, L.P., FARALLON CAPITAL INSTITUTIONAL PARTNERS II, L.P., FARALLON CAPITAL INSTITUTIONAL PARTNERS III, L.P., and TINICUM PARTNERS, L.P. By Thomas F. Steyer, Senior Managing Member /s/ Thomas F. Steyer FARALLON CAPITAL MANAGEMENT, L.L.C. By Thomas F. Steyer, Senior Managing Member /s/ Thomas F. Steyer Thomas F. Steyer, individually and as attorney-in-fact for each of Enrique H. Boilini, David I. Cohen, Joseph F. Downes, Fleur E. Fairman, Jason M. Fish, Andrew B. Fremder, William F. Mellin, Stephen L. Millham, and Meridee A. Moore. SCHEDULE A FARALLON CAPITAL PARTNERS, L.P. NO. OF SHARES PRICE TRADE DATE PURCHASED PER SHARE (including commission) 01/08/97 1,000 $19.55 02/03/97 81,800 $20.86 02/06/97 3,200 $20.05 02/07/97 2,300 $20.05 02/10/97 5,000 $20.05 02/11/97 1,500 $20.05 02/12/97 7,800 $20.25 PAGE SCHEDULE B FARALLON CAPITAL INSTITUTIONAL PARTNERS, L.P. NO. OF SHARES PURCHASES ("P") PRICE TRADE DATE OR TRANSFERRED ("T")<1> PER SHARE (including commission) 01/03/97 778T N/A 01/03/97 7,200T N/A 01/03/97 5,624T N/A 01/08/97 800P $19.55 02/03/97 41,000P $20.86 02/06/97 1,800P $20.05 02/10/97 3,100P $20.05 02/11/97 1,000P $20.05 02/12/97 4,400P $20.25 <1>On January 1, 1997, the Limited Partner withdrew 100% of the Limited Partner's interest in Shares. The withdrawn Shares were placed in FCIP III. The Reporting Persons do not consider this transaction to be either a purchase or a sale of Shares. PAGE SCHEDULE C FARALLON CAPITAL INSTITUTIONAL PARTNERS II, L.P. NO. OF SHARES PRICE TRADE DATE PURCHASED PER SHARE (including commission) 02/03/97 20,500 $20.86 02/06/97 700 $20.05 02/10/97 800 $20.05 02/12/97 1,200 $20.25 SCHEDULE D FARALLON CAPITAL INSTITUTIONAL PARTNERS III, L.P. NO. OF SHARES PURCHASES ("P") PRICE TRADE DATE OR TRANSFERRED ("T")<1> PER SHARE (including commission) 01/03/97 778T N/A 01/03/97 7,200T N/A 01/03/97 5,624T N/A 02/03/97 10,200P $20.86 02/06/97 200P $20.05 02/07/97 1,000P $20.05 02/10/97 300P $20.05 02/12/97 200P $20.25 <1>On January 1, 1997, the Limited Partner withdrew 100% of the Limited Partner's interest in Shares. The withdrawn Shares were placed in FCIP III. The Reporting Persons do not consider this transaction to be either a purchase or a sale of Shares. SCHEDULE E TINICUM PARTNERS, L.P. NO. OF SHARES PRICE TRADE DATE PURCHASED PER SHARE (including commission) 02/03/97 8,200 $20.86 02/06/97 300 $20.05 02/10/97 700 $20.05 02/12/97 1,200 $20.25 PAGE SCHEDULE F FARALLON CAPITAL MANAGEMENT, L.L.C. NO. OF SHARES PRICE TRADE DATE PURCHASED PER SHARE (including commission) 02/03/97 32,700 $20.86 02/06/97 1,600 $20.05 02/07/97 2,000 $20.05 02/10/97 2,700 $20.05 02/12/97 4,000 $20.25 02/03/97 2,000 $20.86 02/06/97 100 $20.05 02/10/97 100 $20.05 02/12/97 200 $20.25 02/03/97 8,200 $20.86 02/06/97 300 $20.05 02/10/97 700 $20.05 02/12/97 1,000 $20.25 -----END PRIVACY-ENHANCED MESSAGE-----