-----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, OarvGvvXZM+daq5Hn0xug74jg/cxwGd3ayOgopf+LEe3GQaTMRO1YxTIfGWl34/E ueA3ejo0pLJj3otvhIcnfA== 0000902664-97-000189.txt : 19970526 0000902664-97-000189.hdr.sgml : 19970526 ACCESSION NUMBER: 0000902664-97-000189 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970523 SROS: NYSE GROUP MEMBERS: BRAHMAN CAPITAL CORP. GROUP MEMBERS: BRAHMAN INSTITUTIONAL PARTNERS, L.P. GROUP MEMBERS: BRAHMAN MANAGEMENT, L.L.C. GROUP MEMBERS: BRAHMAN PARTNERS II, L.P. GROUP MEMBERS: BRAHMAN SECURITIES INC GROUP MEMBERS: BY PARTNERS, L.P. GROUP MEMBERS: MITCHELL A. KUFLIK GROUP MEMBERS: PETER A. HOCHFELDER GROUP MEMBERS: ROBERT J. SOBEL SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GRANCARE INC CENTRAL INDEX KEY: 0000879102 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SKILLED NURSING CARE FACILITIES [8051] IRS NUMBER: 954299210 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-42027 FILM NUMBER: 97613588 BUSINESS ADDRESS: STREET 1: ONE RAVINIA DRIVE SUITE 1500 CITY: ATLANTA STATE: GA ZIP: 30346 BUSINESS PHONE: 7703930199 MAIL ADDRESS: STREET 1: ONE RAVINIA DRIVE STREET 2: SUITE 1500 CITY: ATLANTA STATE: GA ZIP: 30346 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BRAHMAN SECURITIES INC CENTRAL INDEX KEY: 0000826803 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 133443542 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 277 PARK AVENUE 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2129411400 MAIL ADDRESS: STREET 1: 277 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10017 SC 13D 1 SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ______________________ SCHEDULE 13D Under the Securities Exchange Act of 1934 Grancare, Inc. (Name of Issuer) Common Stock, Par Value $0.001 (Title of Class of Securities) 385189105 (CUSIP Number) Peter A. Hochfelder c/o Brahman Management, L.L.C. 277 Park Avenue, 26th Floor New York, New York 10172 (212) 941-1400 (Name, address and telephone number of person authorized to receive notices and communications) May 16, 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 [ ]. Check the following box if a fee is being paid with the statement [ ]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) 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 the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13D CUSIP No. 385189105 Page 2 of 26 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Brahman Partners II, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [x] GROUP* (b) [ ] 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 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 413,400 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH 10 SHARED DISPOSITIVE POWER 413,400 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 413,400 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.7% 14 TYPE OF REPORTING PERSON* PN SCHEDULE 13D CUSIP No. 385189105 Page 3 of 26 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Brahman Institutional Partners, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [x] GROUP* (b) [ ] 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 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 396,200 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH 10 SHARED DISPOSITIVE POWER 396,200 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 396,200 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.7% 14 TYPE OF REPORTING PERSON* PN SCHEDULE 13D CUSIP No. 385189105 Page 4 of 26 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON BY Partners, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [x] GROUP* (b) [ ] 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 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 447,900 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH 10 SHARED DISPOSITIVE POWER 447,900 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 447,900 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.9% 14 TYPE OF REPORTING PERSON* PN SCHEDULE 13D CUSIP No. 385189105 Page 5 of 26 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Brahman Management, L.L.C. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [x] GROUP* (b) [ ] 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 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 1,257,500 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH 10 SHARED DISPOSITIVE POWER 1,257,500 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,257,500 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.3% 14 TYPE OF REPORTING PERSON* OO;IA SCHEDULE 13D CUSIP No. 385189105 Page 6 of 26 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Brahman Capital Corp. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [x] GROUP* (b) [ ] 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 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 913,200 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH 10 SHARED DISPOSITIVE POWER 913,200 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 913,200 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.8% 14 TYPE OF REPORTING PERSON* CO;IA SCHEDULE 13D CUSIP No. 385189105 Page 7 of 26 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Peter A. Hochfelder 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [x] GROUP* (b) [ ] 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 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 1,722,800 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH 10 SHARED DISPOSITIVE POWER 1,722,800 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,722,800 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.2% 14 TYPE OF REPORTING PERSON* IN SCHEDULE 13D CUSIP No. 385189105 Page 8 of 26 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Robert J. Sobel 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [x] GROUP* (b) [ ] 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 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 1,722,800 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH 10 SHARED DISPOSITIVE POWER 1,722,800 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,722,800 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.2% 14 TYPE OF REPORTING PERSON* IN SCHEDULE 13D CUSIP No. 385189105 Page 9 of 26 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Mitchell A. Kuflik 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [x] GROUP* (b) [ ] 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 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 1,722,800 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH 10 SHARED DISPOSITIVE POWER 1,722,800 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,722,800 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.2% 14 TYPE OF REPORTING PERSON* IN Item 1. Security and Issuer. Page 10 of 26 Pages - ------ ------------------- This statement relates to the Common Stock, par value $.001 per share (the "Common Stock"), issued by Grancare, Inc., a Delaware corporation (the "Company"), whose principal executive offices are at One Ravinia Drive, Suite 1500, Atlanta, Georgia 30346. Item 2. Identity and Background. - ------ ----------------------- (a) This statement is filed by (i) Brahman Partners II, L.P., a Delaware limited partnership ("Brahman II"), with respect to the shares of Common Stock owned by it, (iii) Brahman Institutional Partners, L.P. ("Brahman Institutional"), a Delaware limited partnership, with respect to the shares of Common Stock owned by it, (iv) BY Partners, L.P. ("BY Partners") a Delaware limited partnership, with respect to the shares of Common Stock owned by it; (v) Brahman Management, L.L.C. ("Brahman Management"), a Delaware limited liability company and the sole general partner of Brahman II, BY Partners and Brahman Institutional, with respect to the shares of Common Stock owned by Brahman II, BY Partners and Brahman Institutional, (vi) Brahman Capital Corp., a Delaware corporation ("Brahman Capital"), with respect to the shares of Common Stock held for each of (A) Quota Fund, N.V., a Netherlands Antilles corporation ("Quota"), (B) BY Partners and (C) Brahman Partners II Offshore, Ltd. ("Brahman Offshore"), a Cayman Islands exempted company, and (vii) Peter A. Hochfelder, Robert J. Sobel and Mitchell A. Kuflik, each a citizen of the United States, and together the sole stockholders of Brahman Capital and the sole members of Brahman Management, with respect to shares of Common Stock subject to the control of Brahman Capital and Brahman Management. The foregoing individuals and entities (other than Quota and Brahman Offshore) are Page 11 of 26 Pages hereinafter referred to collectively as the "Reporting Persons." Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party. Brahman II, BY Partners and Brahman Institutional are each private investment partnerships, the sole general partner of which is Brahman Management. As the sole general partner of Brahman II, BY Partners and Brahman Institutional, Brahman Management has the power to vote and dispose of the shares of Common Stock owned by each of Brahman II, BY Partners and Brahman Institutional and, accordingly, may be deemed the "beneficial owner" of such shares. The managing members of Brahman Management are Peter Hochfelder, Mitchell Kuflik and Robert Sobel. Pursuant to investment advisory contracts (and, in the case of BY Partners, pursuant to an arrangement between Brahman Management and Brahman Capital), Brahman Capital currently has the power to vote and dispose of the shares of Common Stock held for the account of each of Quota, Brahman Offshore and BY Partners and, accordingly, may be deemed the "beneficial owner" of such shares. Messrs. Hochfelder, Sobel and Kuflik are the executive officers and directors of Brahman Capital. (b) The address of the principal business and principal office of (i) Brahman II, Brahman Institutional, BY Partners, Brahman Management, Brahman Capital and Messrs. Hochfelder, Kuflik and Sobel is 277 Park Avenue, 26th Floor, New York, New York 10172; and (ii) each of Brahman Offshore and Quota is c/o Citco, N.V. Kaya Flamboyan 9, Willemstad Curacao, Netherlands Antilles. Page 12 of 26 Pages (c) The present principal business of Brahman II, BY Partners, Brahman Offshore, Brahman Institutional and Quota is that of private investment fund, engaging in the purchase and sale of securities for investment for their own accounts. The present principal business of Brahman Management is that of a private investment firm, engaging in the purchase and sale of securities for investment on behalf of Brahman II, BY Partners and Brahman Institutional. The present principal business of Brahman Capital is that of a private investment firm, engaging in the purchase and sale of securities for investment on behalf of discretionary accounts. The present principal occupations of Messrs. Hochfelder, Sobel and Kuflik are directing the activities of Brahman Management and Brahman Capital. (d) None of the persons referred to in paragraph (a) above has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) None of the persons referred to in paragraph (a) above has, during the last five years, been a 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. (f) Each of the individuals referred to in paragraph (a) above is a United States citizen. Brahman Management is a Delaware limited liability company. Each of Brahman II, BY Partners and Brahman Institutional is a Page 13 of 26 Pages Delaware limited partnership. Brahman Capital is a Delaware corporation. Brahman Offshore is a Cayman Islands exempted company limited by shares. Quota is a Netherlands Antilles corporation. Item 3. Source and Amount of Funds or Other Consideration. - ------ ------------------------------------------------- The net investment cost (including commissions) is (i) $3,787,321 for the 413,400 shares of Common Stock held by Brahman II; (ii) $3,630,000 for the 396,200 shares of Common Stock held by Brahman Institutional; (iii) $4,085,468 for the 447,900 shares of Common Stock held by BY Partners; (iv) $1,579,419 for the 172,400 shares of Common Stock held by Brahman Capital for the account of Brahman Offshore; and (v) $2,673,365 for the 292,900 shares of Common Stock held by Brahman Capital for the account of Quota. In (i) through (v) above, the funds were furnished from the investment capital of the respective entity. The shares beneficially owned by the Reporting Persons are held in commingled margin accounts maintained with Bear, Stearns & Co. Inc. Item 4. Purpose of Transaction. - ------ ---------------------- The purpose of the acquisition of the shares of Common Stock by each of the Reporting Persons is for investment. Each Reporting Person may make further purchases of Common Stock from time to time and may dispose of any or all of the shares of Common Stock held by it at any time. Neither any Reporting Person nor any of the persons identified in response to Item 2(a) has any plan or proposal which relate to, or could result in, any of the matters referred to in paragraphs (b) through (j), inclusive, of Item 4 of Schedule 13D. Such entities and persons may, at any time and from time to time, review or reconsider their position with respect to the Company, and Page 14 of 26 Pages formulate plans or proposals with respect to any of such matters, but have no present intention of doing so. Item 5. Interest in Securities of the Issuer. - ------ ------------------------------------- (a) As of the close of business on May 22, 1997, (i) Brahman II owns beneficially 413,400 shares of Common Stock, constituting approximately 1.7% of the shares outstanding; (ii) Brahman Institutional owns beneficially 396,200 shares of Common Stock, constituting approximately 1.7% of the shares outstanding; (iii) BY Partners owns beneficially 447,900 shares of Common Stock, constituting approximately 1.9% of the shares outstanding; (iv) Brahman Management owns beneficially 1,257,500 shares of Common Stock, constituting approximately 5.3% of the shares outstanding (such amounts are inclusive of the amounts reported by Brahman II, BY Partners and Brahman Institutional pursuant to clauses (i)-(iii) herein); (v) Brahman Capital owns beneficially 913,200 shares of Common Stock, constituting approximately 3.8% of the shares outstanding (such amounts are inclusive of the 292,900 shares held for the discretionary account that Brahman Capital manages for Quota, 172,400 shares held for the discretionary account that Brahman Capital manages for Brahman Offshore, and 447,900 shares held by BY Partners); and (vi) each of Messrs. Hochfelder, Sobel and Kuflik own beneficially 1,722,800 shares of Common Stock, constituting approximately 7.2% of the shares outstanding. Brahman Management, Brahman Capital and Messrs. Hochfelder, Sobel and Kuflik own directly no shares of Common Stock. By reason of the provisions of Rule 13d-5(b)(1) under the Act, the Reporting Persons comprising the foregoing group may be deemed to own 1,722,800 shares, constituting approximately 7.2% of the Page 15 of 26 Pages shares outstanding. The percentages used herein are calculated based upon the 23,815,742 shares of Common Stock stated to be issued and outstanding at May 12, 1997, as reflected in the Company's quarterly report on Form 10-Q filed with the Securities and Exchange Commission for the quarterly period ended March 31, 1997. (b) Brahman II, BY Partners and Brahman Institutional each has the power to vote and to dispose of the shares of Common Stock owned by it, which power may be exercised by Brahman Management as the sole general partner of Brahman II, BY Partners and Brahman Institutional. Brahman Capital is party to investment management contracts pursuant to which Brahman Capital has investment responsibility with respect to securities held for the accounts of Quota and Brahman Offshore. Pursuant to an arrangement between Brahman Capital and Brahman Management, as general partner of BY Partners, Brahman Capital has investment responsibility with respect to securities held in the account of BY Partners. (c) The trading dates, number of shares purchased or sold and price per share (excluding commissions) for all transactions by the Reporting Persons during the past 60 days are set forth in Schedule A hereto. All such transactions were open market transactions and were effected on the New York Stock Exchange. No other transactions were effected by any of the persons named in response to item 5(a) above during such period. (d) No person other than each respective record owner referred to herein of shares of Common Stock is known to have the right to receive or the Page 16 of 26 Pages power to direct the receipt of dividends from or the proceeds of sale of such shares of Common Stock. (e) Not applicable. 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 persons named in Item 2 hereof or between or among such persons and any other person with respect to any securities of the Company, including but not limited to transfer or voting of any other securities, 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. Material to be Filed as Exhibits. - ------ -------------------------------- 1. There is filed herewith as Exhibit 1 a written agreement relating to the filing of joint acquisition statements as required by Rule 13d-l(f)(1) under the Securities Exchange Act of 1934. Page 17 of 26 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: May 23, 1997 BRAHMAN PARTNERS II, L.P. By: BRAHMAN MANAGEMENT, L.L.C. By:/s/ Peter A. Hochfelder Name: Peter A. Hochfelder Title: Managing Member BRAHMAN INSTITUTIONAL PARTNERS, L.P. By: BRAHMAN MANAGEMENT, L.L.C. By:/s/ Peter A. Hochfelder Name: Peter A. Hochfelder Title: Managing Member BY PARTNERS, L.P. By: BRAHMAN MANAGEMENT, L.L.C. By:/s/ Peter A. Hochfelder Name: Peter A. Hochfelder Title: Managing Member BRAHMAN MANAGEMENT, L.L.C. By:/s/ Peter A. Hochfelder Name: Peter A. Hochfelder Title: Managing Member Page 18 of 26 Pages BRAHMAN CAPITAL CORP. By:/s/ Peter A. Hochfelder Name: Peter A. Hochfelder Title: President /s/ Peter A. Hochfelder Peter A. Hochfelder /s/ Robert J. Sobel Robert J. Sobel /s/ Mitchell A. Kuflik Mitchell A. Kuflik Page 19 of 26 Pages Schedule A Brahman Partners II, L.P. Transactions in the Common Stock Date of Number of Price Per Share Transaction Shares Purchased (excluding commissions) - ------------------------------------------------------------------------------ 5/9/97 108,000 8.95060 5/12/97 46,600 9.10230 5/14/97 43,800 9.32200 5/15/97 21,300 9.23440 5/16/97 85,800 9.11540 5/19/97 107,900 9.12500 Page 20 of 26 Pages Schedule A Brahman Institutional Partners, L.P. Transactions in the Common Stock Date of Number of Price Per Share Transaction Shares Purchased (excluding commissions) - ------------------------------------------------------------------------------ 5/9/97 103,500 8.95060 5/12/97 44,600 9.10230 5/14/97 41,900 9.32200 5/15/97 20,400 9.23440 5/16/97 82,300 9.11540 5/19/97 103,500 9.12500 Page 21 of 26 Pages Schedule A BY Partners, L.P. Transactions in the Common Stock Date of Number of Price Per Share Transaction Shares Purchased (excluding commissions) - ------------------------------------------------------------------------------ 5/9/97 117,000 8.95060 5/12/97 50,500 9.10230 5/14/97 47,400 9.32200 5/15/97 23,100 9.23440 5/16/97 92,800 9.11540 5/19/97 117,100 9.12500 Page 22 of 26 Pages Schedule A Brahman Capital Corp. for the account of Brahman Partners II Offshore, Ltd. Transactions in the Common Stock Date of Number of Price Per Share Transaction Shares Purchased (excluding commissions) - ------------------------------------------------------------------------------ 5/9/97 45,000 8.95060 5/12/97 19,500 9.10230 5/14/97 18,200 9.32200 5/15/97 8,900 9.23440 5/16/97 35,800 9.11540 5/19/97 45,000 9.12500 Page 23 of 26 Pages Schedule A Brahman Capital Corp. for the account of Quota Fund, N.V. Transactions in the Common Stock Date of Number of Price Per Share Transaction Shares Purchased (excluding commissions) - ------------------------------------------------------------------------------ 5/9/97 76,500 8.95060 5/12/97 33,000 9.10230 5/14/97 31,000 9.32200 5/15/97 15,100 9.23440 5/16/97 60,800 9.11540 5/19/97 76,500 9.12500 EX-99 2 Page 24 of 26 Pages EXHIBIT 1 JOINT ACQUISITION STATEMENT PURSUANT TO RULE 13d-1(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 or it contained therein, but shall not be responsible for the completeness and accuracy of the information Page 25 of 26 Pages concerning the other, except to the extent that he or it knows or has reason to believe that such information is inaccurate. Dated: May 23, 1997 BRAHMAN PARTNERS II, L.P. By: BRAHMAN MANAGEMENT, L.L.C. By:/s/ Peter A. Hochfelder Name: Peter A. Hochfelder Title: Managing Member BRAHMAN INSTITUTIONAL PARTNERS, L.P. By: BRAHMAN MANAGEMENT, L.L.C. By:/s/ Peter A. Hochfelder Name: Peter A. Hochfelder Title: Managing Member BY PARTNERS, L.P. By: BRAHMAN MANAGEMENT, L.L.C. By:/s/ Peter A. Hochfelder Name: Peter A. Hochfelder Title: Managing Member BRAHMAN MANAGEMENT, L.L.C. By:/s/ Peter A. Hochfelder Name: Peter A. Hochfelder Title: Managing Member Page 26 of 26 Pages BRAHMAN CAPITAL CORP. By:/s/ Peter A. Hochfelder Name: Peter A. Hochfelder Title: President /s/ Peter A. Hochfelder Peter A. Hochfelder /s/ Robert J. Sobel Robert J. Sobel /s/ Mitchell A. Kuflik Mitchell A. Kuflik -----END PRIVACY-ENHANCED MESSAGE-----