-----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, W0eGyXCro+ffx2l8GOTfg8N+vp13yZEHdJCvzG04T/s1H9Rbylh0igwDEFP4hFvS gjebTE3kxShayj7QmSaLCw== 0000909661-99-000011.txt : 19991018 0000909661-99-000011.hdr.sgml : 19991018 ACCESSION NUMBER: 0000909661-99-000011 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19991008 GROUP MEMBERS: ANDREW B. FREMDER GROUP MEMBERS: DAVID I. COHEN GROUP MEMBERS: ENRIQUE BOILINI GROUP MEMBERS: FARALLON CAPITAL (CP) INVESTORS, L.P. 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 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: RICHARD B. FRIED GROUP MEMBERS: STEPHEN L. MILLHAM GROUP MEMBERS: THOMAS F. STEYER GROUP MEMBERS: TINICUM PARTNERS, L.P. GROUP MEMBERS: WILLIAM F. DUHAMEL GROUP MEMBERS: WILLIAM F. MELLIN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INTELLIGENT POLYMERS LTD CENTRAL INDEX KEY: 0001046214 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-51853 FILM NUMBER: 99725373 BUSINESS ADDRESS: STREET 1: C/O CONYERS DILL & PEARMAN STREET 2: CLARENDON HOUSE 2 CHURCH ST CITY: HAMILTON BERMUDA STATE: D0 MAIL ADDRESS: STREET 1: CLARENDON HOUSE 2 CHURCH ST STREET 2: HAMILTON HM 11 CITY: BERMUDA FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FARALLON CAPITAL MANAGEMENT LLC CENTRAL INDEX KEY: 0000909661 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 943240279 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: ONE MARITIME PLAZA STE 11325 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 4154212132 MAIL ADDRESS: STREET 1: ONE MARITIME PLAZA CITY: SAN FRANCISCO STATE: CA ZIP: 94111 SC 13D 1 INITIAL FILING FOR THE COMMON SHARES ------------------------------- OMB APPROVAL ------------------------------- OMB Number: 3235-0145 Expires: Aug. 31, 1999 Estimated average burden hours per response . . . 14.90 ------------------------------- PURSUANT TO RULE 101(d) OF REGULATION S-T SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. _________)1 Intelligent Polymers Limited (Name of Issuer) Common Stock, par value $.01 per Share (Formerly Traded as Part of Intelligent Polymers/Biovail Units) (Title of Class of Securities) G48029105 (formerly included under CUSIP 45815V200) (CUSIP Number) Mark C. Wehrly 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) October 1, 1999 (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 that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ]. Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. (Continued on following pages) Page 1 of 32 Pages Exhibit Index Found on Page 31 - ------------------------ 1 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 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). 13D =============================== CUSIP No. G48029105 =============================== - ----------===================================================================== 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Farallon Capital Partners, L.P. - ----------===================================================================== 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ X ]** ** The reporting persons making this filing hold an aggregate of 538,000 Shares, which is 14.4% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page. - ----------===================================================================== 3 SEC USE ONLY - ----------===================================================================== 4 SOURCE OF FUNDS* WC, OO - ----------===================================================================== 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - ----------===================================================================== 6 CITIZENSHIP OR PLACE OF ORGANIZATION California - ----------------------========================================================= NUMBER OF 7 SOLE VOTING POWER SHARES -0- ------========================================================= BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 122,450 [See 11 below and the Preliminary Note.] ------========================================================= EACH 9 SOLE DISPOSITIVE POWER REPORTING -0- ------========================================================= PERSON WITH 10 SHARED DISPOSITIVE POWER 122,450 [See 11 below and the Preliminary Note.] - ----------------------========================================================= 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 122,450 [Reflects the separation of the Intelligent Polymers Units into underlying Intelligent Polymers Shares and Biovail Warrants as described in the Preliminary Note herein. The Reporting Person's beneficial ownership in the Intelligent Polymers Shares underlying the Units is the same as it was prior to separation. See the Schedule 13D filed by the Reporting Person with respect to the Intelligent Polymers Units. See also the Preliminary Note.] - ----------===================================================================== 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ----------===================================================================== 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.3% [Reflects the separation of the Intelligent Polymers Units into underlying Intelligent Polymers Shares and Biovail Warrants as described in the Preliminary Note herein. The Reporting Person's beneficial ownership in the Intelligent Polymers Shares underlying the Units is the same as it was prior to separation. See the Schedule 13D filed by the Reporting Person with respect to the Intelligent Polymers Units. See also the Preliminary Note.] - ----------===================================================================== 14 TYPE OF REPORTING PERSON* PN - ----------===================================================================== *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 2 of 32 Pages 13D =============================== CUSIP No. G48029105 =============================== - ---------====================================================================== 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Farallon Capital Institutional Partners, L.P. - ---------====================================================================== 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ X ]** ** The reporting persons making this filing hold an aggregate of 538,000 Shares, which is 14.4% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page. - ---------====================================================================== 3 SEC USE ONLY - ---------====================================================================== 4 SOURCE OF FUNDS* WC - ---------====================================================================== 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - ---------====================================================================== 6 CITIZENSHIP OR PLACE OF ORGANIZATION California - ----------------------========================================================= NUMBER OF 7 SOLE VOTING POWER SHARES -0- ------========================================================= BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 133,600 [See 11 below and the Preliminary Note.] ------========================================================= EACH 9 SOLE DISPOSITIVE POWER REPORTING -0- ------========================================================= PERSON WITH 10 SHARED DISPOSITIVE POWER 133,600 [See 11 below and the Preliminary Note.] - ----------------------========================================================= 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 133,600 [Reflects the separation of the Intelligent Polymers Units into underlying Intelligent Polymers Shares and Biovail Warrants as described in the Preliminary Note herein. The Reporting Person's beneficial ownership in the Intelligent Polymers Shares underlying the Units is the same as it was prior to separation. See the Schedule 13D filed by the Reporting Person with respect to the Intelligent Polymers Units. See also the Preliminary Note.] - ---------====================================================================== 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ---------====================================================================== 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.6% [Reflects the separation of the Intelligent Polymers Units into underlying Intelligent Polymers Shares and Biovail Warrants as described in the Preliminary Note herein. The Reporting Person's beneficial ownership in the Intelligent Polymers Shares underlying the Units is the same as it was prior to separation. See the Schedule 13D filed by the Reporting Person with respect to the Intelligent Polymers Units. See also the Preliminary Note.] - ---------====================================================================== 14 TYPE OF REPORTING PERSON* PN - ---------====================================================================== *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 3 of 32 Pages 13D =============================== CUSIP No. G48029105 =============================== - ---------====================================================================== 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Farallon Capital Institutional Partners II, L.P. - ---------====================================================================== 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ X ]** ** The reporting persons making this filing hold an aggregate of 538,000 Shares, which is 14.4% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page. - ---------====================================================================== 3 SEC USE ONLY - ---------====================================================================== 4 SOURCE OF FUNDS* WC - ---------====================================================================== 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - ---------====================================================================== 6 CITIZENSHIP OR PLACE OF ORGANIZATION California - ----------------------========================================================= NUMBER OF 7 SOLE VOTING POWER SHARES -0- ------========================================================= BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 28,400 [See 11 below and the Preliminary Note.] ------========================================================= EACH 9 SOLE DISPOSITIVE POWER REPORTING -0- ------========================================================= PERSON WITH 10 SHARED DISPOSITIVE POWER 28,400 [See 11 below and the Preliminary Note.] - ----------------------========================================================= 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 28,400 [Reflects the separation of the Intelligent Polymers Units into underlying Intelligent Polymers Shares and Biovail Warrants as described in the Preliminary Note herein. The Reporting Person's beneficial ownership in the Intelligent Polymers Shares underlying the Units is the same as it was prior to separation. See the Schedule 13D filed by the Reporting Person with respect to the Intelligent Polymers Units. See also the Preliminary Note.] - ---------====================================================================== 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% [Reflects the separation of the Intelligent Polymers Units into underlying Intelligent Polymers Shares and Biovail Warrants as described in the Preliminary Note herein. The Reporting Person's beneficial ownership in the Intelligent Polymers Shares underlying the Units is the same as it was prior to separation. See the Schedule 13D filed by the Reporting Person with respect to the Intelligent Polymers Units. See also the Preliminary Note.] - ---------====================================================================== 14 TYPE OF REPORTING PERSON* PN - ---------====================================================================== *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 4 of 32 Pages 13D =============================== CUSIP No. G48029105 =============================== - ---------====================================================================== 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Farallon Capital Institutional Partners III, L.P. - ---------====================================================================== 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ X ]** ** The reporting persons making this filing hold an aggregate of 538,000 Shares, which is 14.4% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page. - ---------====================================================================== 3 SEC USE ONLY - ---------====================================================================== 4 SOURCE OF FUNDS* WC - ---------====================================================================== 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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 24,700 [See 11 below and the Preliminary Note.] ------========================================================= EACH 9 SOLE DISPOSITIVE POWER REPORTING -0- ------========================================================= PERSON WITH 10 SHARED DISPOSITIVE POWER 24,700 [See 11 below and the Preliminary Note.] - ----------------------========================================================= 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 24,700 [Reflects the separation of the Intelligent Polymers Units into underlying Intelligent Polymers Shares and Biovail Warrants as described in the Preliminary Note herein. The Reporting Person's beneficial ownership in the Intelligent Polymers Shares underlying the Units is the same as it was prior to separation. See the Schedule 13D filed by the Reporting Person with respect to the Intelligent Polymers Units. See also the Preliminary Note.] - ---------====================================================================== 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ---------====================================================================== 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.7% [Reflects the separation of the Intelligent Polymers Units into underlying Intelligent Polymers Shares and Biovail Warrants as described in the Preliminary Note herein. The Reporting Person's beneficial ownership in the Intelligent Polymers Shares underlying the Units is the same as it was prior to separation. See the Schedule 13D filed by the Reporting Person with respect to the Intelligent Polymers Units. See also the Preliminary Note.] - ---------====================================================================== 14 TYPE OF REPORTING PERSON* PN - ---------====================================================================== *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 5 of 32 Pages 13D =============================== CUSIP No. G48029105 =============================== - ---------====================================================================== 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Tinicum Partners, L.P. - ---------====================================================================== 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ X ]** ** The reporting persons making this filing hold an aggregate of 538,000 Shares, which is 14.4% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page. - ---------====================================================================== 3 SEC USE ONLY - ---------====================================================================== 4 SOURCE OF FUNDS* WC, OO - ---------====================================================================== 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - ---------====================================================================== 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York - ----------------------========================================================= NUMBER OF 7 SOLE VOTING POWER SHARES -0- ------========================================================= BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 15,500 [See 11 below and the Preliminary Note.] ------========================================================= EACH 9 SOLE DISPOSITIVE POWER REPORTING -0- ------========================================================= PERSON WITH 10 SHARED DISPOSITIVE POWER 15,500 [See 11 below and the Preliminary Note.] - ----------------------========================================================= 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 15,500 [Reflects the separation of the Intelligent Polymers Units into underlying Intelligent Polymers Shares and Biovail Warrants as described in the Preliminary Note herein. The Reporting Person's beneficial ownership in the Intelligent Polymers Shares underlying the Units is the same as it was prior to separation. See the Schedule 13D filed by the Reporting Person with respect to the Intelligent Polymers Units. See also the Preliminary Note.] - ---------====================================================================== 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ---------====================================================================== 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.4% [Reflects the separation of the Intelligent Polymers Units into underlying Intelligent Polymers Shares and Biovail Warrants as described in the Preliminary Note herein. The Reporting Person's beneficial ownership in the Intelligent Polymers Shares underlying the Units is the same as it was prior to separation. See the Schedule 13D filed by the Reporting Person with respect to the Intelligent Polymers Units. See also the Preliminary Note.] - ---------====================================================================== 14 TYPE OF REPORTING PERSON* PN - ---------====================================================================== *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 6 of 32 Pages 13D =============================== CUSIP No. G48029105 =============================== - ---------====================================================================== 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Farallon Capital (CP) Investors, L.P. - ---------====================================================================== 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ X ]** ** The reporting persons making this filing hold an aggregate of 538,000 Shares, which is 14.4% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page. - ---------====================================================================== 3 SEC USE ONLY - ---------====================================================================== 4 SOURCE OF FUNDS* WC, OO - ---------====================================================================== 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - ---------====================================================================== 6 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands - ----------------------========================================================= NUMBER OF 7 SOLE VOTING POWER SHARES -0- ------========================================================= BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 24,200 [See 11 below and the Preliminary Note.] ------========================================================= EACH 9 SOLE DISPOSITIVE POWER REPORTING -0- ------========================================================= PERSON WITH 10 SHARED DISPOSITIVE POWER 24,200 [See 11 below and the Preliminary Note.] - ----------------------========================================================= 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 24,200 [Reflects the separation of the Intelligent Polymers Units into underlying Intelligent Polymers Shares and Biovail Warrants as described in the Preliminary Note herein. The Reporting Person's beneficial ownership in the Intelligent Polymers Shares underlying the Units is the same as it was prior to separation. See the Schedule 13D filed by the Reporting Person with respect to the Intelligent Polymers Units. See also the Preliminary Note.] - ---------====================================================================== 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% [Reflects the separation of the Intelligent Polymers Units into underlying Intelligent Polymers Shares and Biovail Warrants as described in the Preliminary Note herein. The Reporting Person's beneficial ownership in the Intelligent Polymers Shares underlying the Units is the same as it was prior to separation. See the Schedule 13D filed by the Reporting Person with respect to the Intelligent Polymers Units. See also the Preliminary Note.] - ---------====================================================================== 14 TYPE OF REPORTING PERSON* PN - ---------====================================================================== *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 7 of 32 Pages 13D =============================== CUSIP No. G48029105 =============================== - ---------====================================================================== 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Farallon Capital Management, L.L.C. - ---------====================================================================== 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ X ]** ** The reporting persons making this filing hold an aggregate of 538,000 Shares, which is 14.4% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page. - ---------====================================================================== 3 SEC USE ONLY - ---------====================================================================== 4 SOURCE OF FUNDS* OO - ---------====================================================================== 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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 189,150 [See 11 below and the Preliminary Note.] ------========================================================= EACH 9 SOLE DISPOSITIVE POWER REPORTING -0- ------========================================================= PERSON WITH 10 SHARED DISPOSITIVE POWER 189,150 [See 11 below and the Preliminary Note.] - ----------------------========================================================= 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 189,150 [Reflects the separation of the Intelligent Polymers Units into underlying Intelligent Polymers Shares and Biovail Warrants as described in the Preliminary Note herein. The Reporting Person's beneficial ownership in the Intelligent Polymers Shares underlying the Units is the same as it was prior to separation. See the Schedule 13D filed by the Reporting Person with respect to the Intelligent Polymers Units. See also the Preliminary Note.] - ---------====================================================================== 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% [Reflects the separation of the Intelligent Polymers Units into underlying Intelligent Polymers Shares and Biovail Warrants as described in the Preliminary Note herein. The Reporting Person's beneficial ownership in the Intelligent Polymers Shares underlying the Units is the same as it was prior to separation. See the Schedule 13D filed by the Reporting Person with respect to the Intelligent Polymers Units. See also the Preliminary Note.] - ---------====================================================================== 14 TYPE OF REPORTING PERSON* IA, OO - ---------====================================================================== *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 8 of 32 Pages 13D =============================== CUSIP No. G48029105 =============================== - ---------====================================================================== 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Farallon Partners, L.L.C. - ---------====================================================================== 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ X ]** ** The reporting persons making this filing hold an aggregate of 538,000 Shares, which is 14.4% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page. - ---------====================================================================== 3 SEC USE ONLY - ---------====================================================================== 4 SOURCE OF FUNDS* AF - ---------====================================================================== 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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 348,850 [See 11 below and the Preliminary Note.] ------========================================================= EACH 9 SOLE DISPOSITIVE POWER REPORTING -0- ------========================================================= PERSON WITH 10 SHARED DISPOSITIVE POWER 348,850 [See 11 below and the Preliminary Note.] - ----------------------========================================================= 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 348,850 [Reflects the separation of the Intelligent Polymers Units into underlying Intelligent Polymers Shares and Biovail Warrants as described in the Preliminary Note herein. The Reporting Person's beneficial ownership in the Intelligent Polymers Shares underlying the Units is the same as it was prior to separation. See the Schedule 13D filed by the Reporting Person with respect to the Intelligent Polymers Units. See also the Preliminary Note.] - ---------====================================================================== 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ---------====================================================================== 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.3% [Reflects the separation of the Intelligent Polymers Units into underlying Intelligent Polymers Shares and Biovail Warrants as described in the Preliminary Note herein. The Reporting Person's beneficial ownership in the Intelligent Polymers Shares underlying the Units is the same as it was prior to separation. See the Schedule 13D filed by the Reporting Person with respect to the Intelligent Polymers Units. See also the Preliminary Note.] - ---------====================================================================== 14 TYPE OF REPORTING PERSON* OO - ---------====================================================================== *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 9 of 32 Pages 13D =============================== CUSIP No. G48029105 =============================== - ---------====================================================================== 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Enrique H. Boilini - ---------====================================================================== 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ X ]** ** The reporting persons making this filing hold an aggregate of 538,000 Shares, which is 14.4% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page. - ---------====================================================================== 3 SEC USE ONLY - ---------====================================================================== 4 SOURCE OF FUNDS* AF, OO - ---------====================================================================== 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - ---------====================================================================== 6 CITIZENSHIP OR PLACE OF ORGANIZATION Argentina - ----------------------========================================================= NUMBER OF 7 SOLE VOTING POWER SHARES -0- ------========================================================= BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 538,000 [See 11 below and the Preliminary Note.] ------========================================================= EACH 9 SOLE DISPOSITIVE POWER REPORTING -0- ------========================================================= PERSON WITH 10 SHARED DISPOSITIVE POWER 538,000 [See 11 below and the Preliminary Note.] - ----------------------========================================================= 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 538,000 [Reflects the separation of the Intelligent Polymers Units into underlying Intelligent Polymers Shares and Biovail Warrants as described in the Preliminary Note herein. The Reporting Person's beneficial ownership in the Intelligent Polymers Shares underlying the Units is the same as it was prior to separation. See the Schedule 13D filed by the Reporting Person with respect to the Intelligent Polymers Units. See also the Preliminary Note.] - ---------====================================================================== 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ---------====================================================================== 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.4% [Reflects the separation of the Intelligent Polymers Units into underlying Intelligent Polymers Shares and Biovail Warrants as described in the Preliminary Note herein. The Reporting Person's beneficial ownership in the Intelligent Polymers Shares underlying the Units is the same as it was prior to separation. See the Schedule 13D filed by the Reporting Person with respect to the Intelligent Polymers Units. See also the Preliminary Note.] - ---------====================================================================== 14 TYPE OF REPORTING PERSON* IN - ---------====================================================================== *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 10 of 32 Pages 13D =============================== CUSIP No. G48029105 =============================== - ---------====================================================================== 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) David I. Cohen - ---------====================================================================== 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ X ]** ** The reporting persons making this filing hold an aggregate of 538,000 Shares, which is 14.4% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page. - ---------====================================================================== 3 SEC USE ONLY - ---------====================================================================== 4 SOURCE OF FUNDS* AF, OO - ---------====================================================================== 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - ---------====================================================================== 6 CITIZENSHIP OR PLACE OF ORGANIZATION South Africa - ----------------------========================================================= NUMBER OF 7 SOLE VOTING POWER SHARES -0- ------========================================================= BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 538,000 [See 11 below and the Preliminary Note.] ------========================================================= EACH 9 SOLE DISPOSITIVE POWER REPORTING -0- ------========================================================= PERSON WITH 10 SHARED DISPOSITIVE POWER 538,000 [See 11 below and the Preliminary Note.] - ----------------------========================================================= 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 538,000 [Reflects the separation of the Intelligent Polymers Units into underlying Intelligent Polymers Shares and Biovail Warrants as described in the Preliminary Note herein. The Reporting Person's beneficial ownership in the Intelligent Polymers Shares underlying the Units is the same as it was prior to separation. See the Schedule 13D filed by the Reporting Person with respect to the Intelligent Polymers Units. See also the Preliminary Note.] - ---------====================================================================== 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ---------====================================================================== 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.4% [Reflects the separation of the Intelligent Polymers Units into underlying Intelligent Polymers Shares and Biovail Warrants as described in the Preliminary Note herein. The Reporting Person's beneficial ownership in the Intelligent Polymers Shares underlying the Units is the same as it was prior to separation. See the Schedule 13D filed by the Reporting Person with respect to the Intelligent Polymers Units. See also the Preliminary Note.] - ---------====================================================================== 14 TYPE OF REPORTING PERSON* IN - ---------====================================================================== *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 11 of 32 Pages 13D =============================== CUSIP No. G48029105 =============================== - ---------====================================================================== 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Joseph F. Downes - ---------====================================================================== 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ X ]** ** The reporting persons making this filing hold an aggregate of 538,000 Shares, which is 14.4% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page. - ---------====================================================================== 3 SEC USE ONLY - ---------====================================================================== 4 SOURCE OF FUNDS* AF, OO - ---------====================================================================== 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - ---------====================================================================== 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - ----------------------========================================================= NUMBER OF 7 SOLE VOTING POWER SHARES -0- ------========================================================= BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 538,000 [See 11 below and the Preliminary Note.] ------========================================================= EACH 9 SOLE DISPOSITIVE POWER REPORTING -0- ------========================================================= PERSON WITH 10 SHARED DISPOSITIVE POWER 538,000 [See 11 below and the Preliminary Note.] - ----------------------========================================================= 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 538,000 [Reflects the separation of the Intelligent Polymers Units into underlying Intelligent Polymers Shares and Biovail Warrants as described in the Preliminary Note herein. The Reporting Person's beneficial ownership in the Intelligent Polymers Shares underlying the Units is the same as it was prior to separation. See the Schedule 13D filed by the Reporting Person with respect to the Intelligent Polymers Units. See also the Preliminary Note.] - ---------====================================================================== 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ---------====================================================================== 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.4% [Reflects the separation of the Intelligent Polymers Units into underlying Intelligent Polymers Shares and Biovail Warrants as described in the Preliminary Note herein. The Reporting Person's beneficial ownership in the Intelligent Polymers Shares underlying the Units is the same as it was prior to separation. See the Schedule 13D filed by the Reporting Person with respect to the Intelligent Polymers Units. See also the Preliminary Note.] - ---------====================================================================== 14 TYPE OF REPORTING PERSON* IN - ---------====================================================================== *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 12 of 32 Pages 13D =============================== CUSIP No. G48029105 =============================== - ---------====================================================================== 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) William F. Duhamel - ---------====================================================================== 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ X ]** ** The reporting persons making this filing hold an aggregate of 538,000 Shares, which is 14.4% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page. - ---------====================================================================== 3 SEC USE ONLY - ---------====================================================================== 4 SOURCE OF FUNDS* AF, OO - ---------====================================================================== 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - ---------====================================================================== 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - ----------------------========================================================= NUMBER OF 7 SOLE VOTING POWER SHARES -0- ------========================================================= BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 538,000 [See 11 below and the Preliminary Note.] ------========================================================= EACH 9 SOLE DISPOSITIVE POWER REPORTING -0- ------========================================================= PERSON WITH 10 SHARED DISPOSITIVE POWER 538,000 [See 11 below and the Preliminary Note.] - ----------------------========================================================= 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 538,000 [Reflects the separation of the Intelligent Polymers Units into underlying Intelligent Polymers Shares and Biovail Warrants as described in the Preliminary Note herein. The Reporting Person's beneficial ownership in the Intelligent Polymers Shares underlying the Units is the same as it was prior to separation. See the Schedule 13D filed by the Reporting Person with respect to the Intelligent Polymers Units. See also the Preliminary Note.] - ---------====================================================================== 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ---------====================================================================== 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.4% [Reflects the separation of the Intelligent Polymers Units into underlying Intelligent Polymers Shares and Biovail Warrants as described in the Preliminary Note herein. The Reporting Person's beneficial ownership in the Intelligent Polymers Shares underlying the Units is the same as it was prior to separation. See the Schedule 13D filed by the Reporting Person with respect to the Intelligent Polymers Units. See also the Preliminary Note.] - ---------====================================================================== 14 TYPE OF REPORTING PERSON* IN - ---------====================================================================== *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 13 of 32 Pages 13D =============================== CUSIP No. G48029105 =============================== - ---------====================================================================== 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Fleur E. Fairman - ---------====================================================================== 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ X ]** ** The reporting persons making this filing hold an aggregate of 538,000 Shares, which is 14.4% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page. - ---------====================================================================== 3 SEC USE ONLY - ---------====================================================================== 4 SOURCE OF FUNDS* AF - ---------====================================================================== 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - ---------====================================================================== 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - ----------------------========================================================= NUMBER OF 7 SOLE VOTING POWER SHARES -0- ------========================================================= BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 348,850 [See 11 below and the Preliminary Note.] ------========================================================= EACH 9 SOLE DISPOSITIVE POWER REPORTING -0- ------========================================================= PERSON WITH 10 SHARED DISPOSITIVE POWER 348,850 [See 11 below and the Preliminary Note.] - ----------------------========================================================= 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 348,850 [Reflects the separation of the Intelligent Polymers Units into underlying Intelligent Polymers Shares and Biovail Warrants as described in the Preliminary Note herein. The Reporting Person's beneficial ownership in the Intelligent Polymers Shares underlying the Units is the same as it was prior to separation. See the Schedule 13D filed by the Reporting Person with respect to the Intelligent Polymers Units. See also the Preliminary Note.] - ---------====================================================================== 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ---------====================================================================== 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.3% [Reflects the separation of the Intelligent Polymers Units into underlying Intelligent Polymers Shares and Biovail Warrants as described in the Preliminary Note herein. The Reporting Person's beneficial ownership in the Intelligent Polymers Shares underlying the Units is the same as it was prior to separation. See the Schedule 13D filed by the Reporting Person with respect to the Intelligent Polymers Units. See also the Preliminary Note.] - ---------====================================================================== 14 TYPE OF REPORTING PERSON* IN - ---------====================================================================== *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 14 of 32 Pages 13D =============================== CUSIP No. G48029105 =============================== - ---------====================================================================== 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Jason M. Fish - ---------====================================================================== 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ X ]** ** The reporting persons making this filing hold an aggregate of 538,000 Shares, which is 14.4% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page. - ---------====================================================================== 3 SEC USE ONLY - ---------====================================================================== 4 SOURCE OF FUNDS* AF, OO - ---------====================================================================== 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - ---------====================================================================== 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - ----------------------========================================================= NUMBER OF 7 SOLE VOTING POWER SHARES -0- ------========================================================= BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 538,000 [See 11 below and the Preliminary Note.] ------========================================================= EACH 9 SOLE DISPOSITIVE POWER REPORTING -0- ------========================================================= PERSON WITH 10 SHARED DISPOSITIVE POWER 538,000 [See 11 below and the Preliminary Note.] - ----------------------========================================================= 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 538,000 [Reflects the separation of the Intelligent Polymers Units into underlying Intelligent Polymers Shares and Biovail Warrants as described in the Preliminary Note herein. The Reporting Person's beneficial ownership in the Intelligent Polymers Shares underlying the Units is the same as it was prior to separation. See the Schedule 13D filed by the Reporting Person with respect to the Intelligent Polymers Units. See also the Preliminary Note.] - ---------====================================================================== 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ---------====================================================================== 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.4% [Reflects the separation of the Intelligent Polymers Units into underlying Intelligent Polymers Shares and Biovail Warrants as described in the Preliminary Note herein. The Reporting Person's beneficial ownership in the Intelligent Polymers Shares underlying the Units is the same as it was prior to separation. See the Schedule 13D filed by the Reporting Person with respect to the Intelligent Polymers Units. See also the Preliminary Note.] - ---------====================================================================== 14 TYPE OF REPORTING PERSON* IN - ---------====================================================================== *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 15 of 32 Pages 13D =============================== CUSIP No. G48029105 =============================== - ---------====================================================================== 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Andrew B. Fremder - ---------====================================================================== 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ X ]** ** The reporting persons making this filing hold an aggregate of 538,000 Shares, which is 14.4% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page. - ---------====================================================================== 3 SEC USE ONLY - ---------====================================================================== 4 SOURCE OF FUNDS* AF, OO - ---------====================================================================== 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - ---------====================================================================== 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - ----------------------========================================================= NUMBER OF 7 SOLE VOTING POWER SHARES -0- ------========================================================= BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 538,000 [See 11 below and the Preliminary Note.] ------========================================================= EACH 9 SOLE DISPOSITIVE POWER REPORTING -0- ------========================================================= PERSON WITH 10 SHARED DISPOSITIVE POWER 538,000 [See 11 below and the Preliminary Note.] - ----------------------========================================================= 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 538,000 [Reflects the separation of the Intelligent Polymers Units into underlying Intelligent Polymers Shares and Biovail Warrants as described in the Preliminary Note herein. The Reporting Person's beneficial ownership in the Intelligent Polymers Shares underlying the Units is the same as it was prior to separation. See the Schedule 13D filed by the Reporting Person with respect to the Intelligent Polymers Units. See also the Preliminary Note.] - ---------====================================================================== 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ---------====================================================================== 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.4% [Reflects the separation of the Intelligent Polymers Units into underlying Intelligent Polymers Shares and Biovail Warrants as described in the Preliminary Note herein. The Reporting Person's beneficial ownership in the Intelligent Polymers Shares underlying the Units is the same as it was prior to separation. See the Schedule 13D filed by the Reporting Person with respect to the Intelligent Polymers Units. See also the Preliminary Note.] - ---------====================================================================== 14 TYPE OF REPORTING PERSON* IN - ---------====================================================================== *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 16 of 32 Pages 13D =============================== CUSIP No. G48029105 =============================== - ---------====================================================================== 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Richard B. Fried - ---------====================================================================== 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ X ]** ** The reporting persons making this filing hold an aggregate of 538,000 Shares, which is 14.4% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page. - ---------====================================================================== 3 SEC USE ONLY - ---------====================================================================== 4 SOURCE OF FUNDS* AF, OO - ---------====================================================================== 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - ---------====================================================================== 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - ----------------------========================================================= NUMBER OF 7 SOLE VOTING POWER SHARES -0- ------========================================================= BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 538,000 [See 11 below and the Preliminary Note.] ------========================================================= EACH 9 SOLE DISPOSITIVE POWER REPORTING -0- ------========================================================= PERSON WITH 10 SHARED DISPOSITIVE POWER 538,000 [See 11 below and the Preliminary Note.] - ----------------------========================================================= 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 538,000 [Reflects the separation of the Intelligent Polymers Units into underlying Intelligent Polymers Shares and Biovail Warrants as described in the Preliminary Note herein. The Reporting Person's beneficial ownership in the Intelligent Polymers Shares underlying the Units is the same as it was prior to separation. See the Schedule 13D filed by the Reporting Person with respect to the Intelligent Polymers Units. See also the Preliminary Note.] - ---------====================================================================== 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ---------====================================================================== 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.4% [Reflects the separation of the Intelligent Polymers Units into underlying Intelligent Polymers Shares and Biovail Warrants as described in the Preliminary Note herein. The Reporting Person's beneficial ownership in the Intelligent Polymers Shares underlying the Units is the same as it was prior to separation. See the Schedule 13D filed by the Reporting Person with respect to the Intelligent Polymers Units. See also the Preliminary Note.] - ---------====================================================================== 14 TYPE OF REPORTING PERSON* IN - ---------====================================================================== *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 17 of 32 Pages 13D =============================== CUSIP No. G48029105 =============================== - ---------====================================================================== 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) William F. Mellin - ---------====================================================================== 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ X ]** ** The reporting persons making this filing hold an aggregate of 538,000 Shares, which is 14.4% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page. - ---------====================================================================== 3 SEC USE ONLY - ---------====================================================================== 4 SOURCE OF FUNDS* AF, OO - ---------====================================================================== 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - ---------====================================================================== 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - ----------------------========================================================= NUMBER OF 7 SOLE VOTING POWER SHARES -0- ------========================================================= BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 538,000 [See 11 below and the Preliminary Note.] ------========================================================= EACH 9 SOLE DISPOSITIVE POWER REPORTING -0- ------========================================================= PERSON WITH 10 SHARED DISPOSITIVE POWER 538,000 [See 11 below and the Preliminary Note.] - ----------------------========================================================= 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 538,000 [Reflects the separation of the Intelligent Polymers Units into underlying Intelligent Polymers Shares and Biovail Warrants as described in the Preliminary Note herein. The Reporting Person's beneficial ownership in the Intelligent Polymers Shares underlying the Units is the same as it was prior to separation. See the Schedule 13D filed by the Reporting Person with respect to the Intelligent Polymers Units. See also the Preliminary Note.] - ---------====================================================================== 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ---------====================================================================== 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.4% [Reflects the separation of the Intelligent Polymers Units into underlying Intelligent Polymers Shares and Biovail Warrants as described in the Preliminary Note herein. The Reporting Person's beneficial ownership in the Intelligent Polymers Shares underlying the Units is the same as it was prior to separation. See the Schedule 13D filed by the Reporting Person with respect to the Intelligent Polymers Units. See also the Preliminary Note.] - ---------====================================================================== 14 TYPE OF REPORTING PERSON* IN - ---------====================================================================== *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 18 of 32 Pages 13D =============================== CUSIP No. G48029105 =============================== - ---------====================================================================== 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Stephen L. Millham - ---------====================================================================== 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ X ]** ** The reporting persons making this filing hold an aggregate of 538,000 Shares, which is 14.4% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page. - ---------====================================================================== 3 SEC USE ONLY - ---------====================================================================== 4 SOURCE OF FUNDS* AF, OO - ---------====================================================================== 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - ---------====================================================================== 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - ----------------------========================================================= NUMBER OF 7 SOLE VOTING POWER SHARES -0- ------========================================================= BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 538,000 [See 11 below and the Preliminary Note.] ------========================================================= EACH 9 SOLE DISPOSITIVE POWER REPORTING -0- ------========================================================= PERSON WITH 10 SHARED DISPOSITIVE POWER 538,000 [See 11 below and the Preliminary Note.] - ----------------------========================================================= 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 538,000 [Reflects the separation of the Intelligent Polymers Units into underlying Intelligent Polymers Shares and Biovail Warrants as described in the Preliminary Note herein. The Reporting Person's beneficial ownership in the Intelligent Polymers Shares underlying the Units is the same as it was prior to separation. See the Schedule 13D filed by the Reporting Person with respect to the Intelligent Polymers Units. See also the Preliminary Note.] - ---------====================================================================== 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ---------====================================================================== 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.4% [Reflects the separation of the Intelligent Polymers Units into underlying Intelligent Polymers Shares and Biovail Warrants as described in the Preliminary Note herein. The Reporting Person's beneficial ownership in the Intelligent Polymers Shares underlying the Units is the same as it was prior to separation. See the Schedule 13D filed by the Reporting Person with respect to the Intelligent Polymers Units. See also the Preliminary Note.] - ---------====================================================================== 14 TYPE OF REPORTING PERSON* IN - ---------====================================================================== *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 19 of 32 Pages 13D =============================== CUSIP No. G48029105 =============================== - ---------====================================================================== 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Meridee A. Moore - ---------====================================================================== 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ X ]** ** The reporting persons making this filing hold an aggregate of 538,000 Shares, which is 14.4% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page. - ---------====================================================================== 3 SEC USE ONLY - ---------====================================================================== 4 SOURCE OF FUNDS* AF, OO - ---------====================================================================== 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - ---------====================================================================== 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - ----------------------========================================================= NUMBER OF 7 SOLE VOTING POWER SHARES -0- ------========================================================= BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 538,000 [See 11 below and the Preliminary Note.] ------========================================================= EACH 9 SOLE DISPOSITIVE POWER REPORTING -0- ------========================================================= PERSON WITH 10 SHARED DISPOSITIVE POWER 538,000 [See 11 below and the Preliminary Note.] - ----------------------========================================================= 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 538,000 [Reflects the separation of the Intelligent Polymers Units into underlying Intelligent Polymers Shares and Biovail Warrants as described in the Preliminary Note herein. The Reporting Person's beneficial ownership in the Intelligent Polymers Shares underlying the Units is the same as it was prior to separation. See the Schedule 13D filed by the Reporting Person with respect to the Intelligent Polymers Units. See also the Preliminary Note.] - ---------====================================================================== 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ---------====================================================================== 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.4% [Reflects the separation of the Intelligent Polymers Units into underlying Intelligent Polymers Shares and Biovail Warrants as described in the Preliminary Note herein. The Reporting Person's beneficial ownership in the Intelligent Polymers Shares underlying the Units is the same as it was prior to separation. See the Schedule 13D filed by the Reporting Person with respect to the Intelligent Polymers Units. See also the Preliminary Note.] - ---------====================================================================== 14 TYPE OF REPORTING PERSON* IN - ---------====================================================================== *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 20 of 32 Pages 13D =============================== CUSIP No. G48029105 =============================== - ---------====================================================================== 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Thomas F. Steyer - ---------====================================================================== 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ X ]** ** The reporting persons making this filing hold an aggregate of 538,000 Shares, which is 14.4% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page. - ---------====================================================================== 3 SEC USE ONLY - ---------====================================================================== 4 SOURCE OF FUNDS* AF, OO - ---------====================================================================== 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - ---------====================================================================== 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - ----------------------========================================================= NUMBER OF 7 SOLE VOTING POWER SHARES -0- ------========================================================= BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 538,000 [See 11 below and the Preliminary Note.] ------========================================================= EACH 9 SOLE DISPOSITIVE POWER REPORTING -0- ------========================================================= PERSON WITH 10 SHARED DISPOSITIVE POWER 538,000 [See 11 below and the Preliminary Note.] - ----------------------========================================================= 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 538,000 [Reflects the separation of the Intelligent Polymers Units into underlying Intelligent Polymers Shares and Biovail Warrants as described in the Preliminary Note herein. The Reporting Person's beneficial ownership in the Intelligent Polymers Shares underlying the Units is the same as it was prior to separation. See the Schedule 13D filed by the Reporting Person with respect to the Intelligent Polymers Units. See also the Preliminary Note.] - ---------====================================================================== 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ---------====================================================================== 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.4% [Reflects the separation of the Intelligent Polymers Units into underlying Intelligent Polymers Shares and Biovail Warrants as described in the Preliminary Note herein. The Reporting Person's beneficial ownership in the Intelligent Polymers Shares underlying the Units is the same as it was prior to separation. See the Schedule 13D filed by the Reporting Person with respect to the Intelligent Polymers Units. See also the Preliminary Note.] - ---------====================================================================== 14 TYPE OF REPORTING PERSON* IN - ---------====================================================================== *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 21 of 32 Pages Preliminary Note. On October 1, 1999 (the "Separation Date"), the Units of Intelligent Polymers Limited (the "Units"), each composed of one Common Share, par value $.01 per share, of Intelligent Polymers Limited (the "Shares") and one warrant to purchase one common share, no par value, of Biovail Corporation International (the "Warrants"), separated. As a result of the separation, the component Shares and Warrants began trading independently and the Units have ceased to exist. This Schedule 13D is being filed to report beneficial ownership of the Shares (as opposed to the Units) as a result of the separation of the Shares from the Units. There have been no transactions in the Shares by any of the Reporting Persons (as defined below) since the Separation Date. Prior to the Separation Date, the Reporting Persons had reported beneficial ownership of the Units on a Schedule 13D which was most recently amended on October 8, 1999. Item 1. Security And Issuer. This statement relates to shares of Common Stock, par value $.01 per share (the "Shares") of Intelligent Polymers Limited (the "Company"). The Company's principal offices are located at c/o Conyers Dill & Pearman, Clarendon House, 2 Church Street, Hamilton HM 11 DJ. Item 2. Identity And Background. (a) This statement is filed by the entities and persons listed below, all of whom together are referred to herein as the "Reporting Persons." The Partnerships (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; Page 22 of 32 Pages (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"), with respect to the Shares held by it; and (vi) Farallon Capital (CP) Investors, L.P., a Cayman Islands limited partnership ("FCCP") with respect to the Shares held by it. FCP, FCIP, FCIP II, FCIP III, Tinicum and FCCP are together referred to herein as the "Partnerships." The Management Company (vii) Farallon Capital Management, L.L.C., a Delaware limited liability company (the "Management Company"), with respect to the Shares held by certain accounts managed by the Management Company (the "Managed Accounts")1. The General Partner Of The Partnerships (viii)Farallon Partners, L.L.C., a Delaware limited liability company which is the general partner of each of the Partnerships (the "General Partner"), with respect to the Shares held by each of the Partnerships. The Managing Members Of The General Partner And The Management Company (ix) The following eleven persons who are managing members of both the General Partner and the Management Company, with respect to the Shares held by the Partnerships and the Managed Accounts: Enrique H. Boilini ("Boilini"), David I. Cohen ("Cohen"), Joseph F. Downes ("Downes"), William F. Duhamel ("Duhamel"), Jason M. Fish ("Fish"), Andrew B. Fremder ("Fremder"), Richard B. Fried ("Fried"), William F. Mellin ("Mellin"), Stephen L. Millham ("Millham"), Meridee A. Moore ("Moore") and Thomas F. Steyer ("Steyer"); and (x) the twelfth managing member of the General Partner, Fleur E. Fairman ("Fairman"), with respect to the Shares held by the Partnerships. - ---------------------- 2 Of the Shares reported by the Management Company on behalf of the Managed Accounts, 6,600 Shares (equal to approximately 0.2% 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 23 of 32 Pages Boilini, Cohen, Downes, Duhamel, Fairman, Fish, Fremder, Fried, Mellin, Millham, Moore, Steyer are together referred to herein as the "Individual Reporting Persons." (b) The address of the principal business and principal office of (i) FCCP is c/o W.S. Walker & Company, P.O. Box 265 GT, Walker House, Grand Cayman, Cayman Islands and c/o Farallon Partners, L.L.C., One Maritime Plaza, Suite 1325, San Francisco, California 94111, (ii) the other Partnerships, the General Partner and the Management Company is One Maritime Plaza, Suite 1325, San Francisco, California 94111 and (iii) each of the Individual Reporting Persons is set forth in Annex 1 hereto. (c) The principal business of each of the Partnerships is that of a private investment fund engaging in the purchase and sale of investments for its own account. The principal business of the General Partner is to act as the general partner of the Partnerships. The principal business of the Management Company is that of a registered investment adviser. The principal business of each of the Individual Reporting Persons is set forth in Annex 1 hereto. (d) None of the Partnerships, the Management Company, the General Partner or any of the Individual Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) None of the Partnerships, the Management Company, the General Partner or any of the Individual Reporting Persons 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. (f) The citizenship of each of the Partnerships, the General Partner and the Management Company is set forth above. Each of the Individual Reporting Persons is a United States citizen Page 24 of 32 Pages other than (i) Enrique H. Boilini who is an Argentinean citizen and (ii) David I. Cohen who is a South African citizen. The other information required by Item 2 relating to the identity and background of the Reporting Persons is set forth in Annex 1 hereto. Item 3. Source And Amount Of Funds And Other Consideration. As stated in the Preliminary Note, this Schedule 13D is being filed solely to reflect the separation of the Shares from the Units on the Separation Date. The net investment costs (including commissions) for all Units acquired by the Reporting Persons has been reported in the Schedule 13D, as amended, filed by the Reporting Persons with respect to the Units. As stated therein, for purposes of such filings, 100% of the net Unit price for each Unit was attributed to the underlying Share. For further information regarding the net investment costs (including commissions) of such Units (and corresponding Shares), see the Schedule 13D, as amended, filed by the Reporting Persons with respect to the Units. 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 Page 25 of 32 Pages 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. 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) The Partnerships (a),(b) The information set forth in Rows 7 through 13 of the cover page hereto for each Partnership is incorporated herein by reference for each such Partnership. The percentage amount set forth in Row 13 of each cover page filed herewith as well as Footnote Two hereto is calculated based upon the 3,737,500 Shares outstanding as of December 31, 1998 as reported by the Company in its Form 20-F filed with the Securities and Exchange Commission on December 31, 1998 and confirmed by the Company in a telephone conversation on October 6, 1999. (c) As stated in the Preliminary Note, there have been no transactions in the Shares since the Separation Date. (d) The General Partner has the power to direct the affairs of the Partnerships, including the disposition of the proceeds of the sale of the Shares. The Individual Reporting Persons are managing members of the General Partner. (e) Not applicable. Page 26 of 32 Pages (b) The Management Company (a),(b) The information set forth in Rows 7 through 13 of the cover page hereto for the Management Company is incorporated herein by reference. (c) As stated in the Preliminary Note, there have been no transactions in the Shares since the Separation Date. (d) The Management Company, 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. The Individual Reporting Persons other than Fairman are managing members of the Management Company. (e) Not applicable. (c) The General Partner (a),(b) The information set forth in Rows 7 through 13 of the cover page hereto for the General Partner is incorporated herein by reference. (c) None. (d) The General Partner has the power to direct the affairs of the Partnerships, including the disposition of the proceeds of the sale of the Shares. The Individual Reporting Persons are managing members of the General Partner. (e) Not applicable. (d) The Individual Reporting Persons (a),(b) The information set forth in Rows 7 through 13 of the cover page hereto for each Individual Reporting Person is incorporated herein by reference for each such Individual Reporting Person. (c) None. (d) The General Partner has the power to direct the affairs of the Partnerships, including the disposition of the proceeds of the sale of the Shares. The Management Company, 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. The Individual Reporting Persons are managing members of the General Partner. The Individual Reporting Persons other than Fairman are managing members of the Management Company. (e) Not applicable. Page 27 of 32 Pages The Shares reported hereby for the Partnerships are owned directly by the Partnerships and those reported by the Management Company on behalf of the Managed Accounts are owned directly by the Managed Accounts. The General Partner, as general partner to the Partnerships, may be deemed to be the beneficial owner of all such Shares owned by the Partnerships. The Management Company, as investment adviser to the Managed Accounts, may be deemed to be the beneficial owner of all such Shares owned by the Managed Accounts. The eleven Individual Reporting Persons who are managing members of both the General Partner and the Management Company may each be deemed to be the beneficial owner of all such Shares held by the Partnerships and the Managed Accounts. Fairman, as a managing member of only the General Partner, may be deemed to be the beneficial owner of all such Shares held by the Partnerships. Each of the Management Company, the General Partner and the Individual Reporting Persons hereby disclaims 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 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 28 of 32 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: October 8, 1999 /s/ Joseph F. Downes ---------------------------------------- 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., TINICUM PARTNERS, L.P., And FARALLON CAPITAL (CP) INVESTORS, L.P., By Joseph F. Downes, Managing Member /s/ Joseph F. Downes ---------------------------------------- FARALLON CAPITAL MANAGEMENT, L.L.C., By Joseph F. Downes, Managing Member /s/ Joseph F. Downes ---------------------------------------- Joseph F. Downes, individually and as attorney-in-fact for each of Enrique H. Boilini, David I. Cohen, William F. Duhamel, Fleur E. Fairman, Jason M. Fish, Andrew B. Fremder, Richard B. Fried, William F. Mellin, Stephen L. Millham, Meridee A. Moore, and Thomas F. Steyer. The Powers of Attorney, each executed by Boilini, Cohen, Fairman, Fish, Fremder, Mellin, Millham, Moore and Steyer authorizing Downes to sign and file this Schedule 13D on each person's behalf, which were filed with Amendment No. 1 to the Schedule 13D filed with the Securities and Exchange Commission on January 20, 1998, by such Reporting Persons with respect to the Units of Spiros Development Corporation II, Inc., are hereby incorporated by reference. The Powers of Attorney executed by Duhamel and Fried authorizing Downes to sign and file this Schedule 13D on each person's behalf, which were filed with Amendment No. 7 to the Schedule 13D filed with the Securities and Exchange Commission on February 9, 1999, by such Reporting Persons with respect to the Callable Class A Common Stock of Crescendo Pharmaceuticals Corporation, are hereby incorporated by reference. Page 29 of 32 Pages ANNEX 1 Set forth below with respect to the Management Company and the General Partner is the following information: (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 the Management Company and the General Partner is the following: (a) name; (b) business address; (c) principal occupation; and (d) citizenship. 1. The Management Company (a) Farallon Capital Management, L.L.C. (b) One Maritime Plaza, Suite 1325 San Francisco, California 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, William F. Duhamel, Jason M. Fish, Andrew B. Fremder, Richard B. Fried, William F. Mellin, Stephen L. Millham and Meridee A. Moore, Managing Members. 2. The General Partner (a) Farallon Partners, L.L.C. (b) c/o Farallon Capital Management, L.L.C. One Maritime Plaza, Suite 1325 San Francisco, California 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, William F. Duhamel, Fleur E. Fairman, Jason M. Fish, Andrew B. Fremder, Richard B. Fried, William F. Mellin, Stephen L. Millham and Meridee A. Moore, Managing Members. 3. The Individual Reporting Persons Except as stated below, each of the Individual Reporting Persons is a United States citizen whose business address is c/o Farallon Capital Management, L.L.C., One Maritime Plaza, Suite 1325, San Francisco, California 94111. Enrique H. Boilini is an Argentinean citizen whose business address is c/o Farallon Capital Management, L.L.C., 75 Holly Hill Lane, Greenwich, Connecticut 06830. David I. Cohen is a South African citizen. The principal occupation of Thomas F. Steyer is serving as senior managing member of the Management Company and the General Partner. The principal occupation of Fairman is serving as a managing member of the General Partner. The principal occupation of each other Individual Reporting Person is serving as a managing member of both the Management Company and the General Partner. Page 30 of 32 Pages EXHIBIT INDEX EXHIBIT 1 Joint Acquisition Statement Pursuant to Rule 13D- (f)(1) Page 31 of 32 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: October 8, 1999 /s/ Joseph F. Downes ---------------------------------------- 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., TINICUM PARTNERS, L.P., And FARALLON CAPITAL (CP) INVESTORS, L.P., By Joseph F. Downes, Managing Member /s/ Joseph F. Downes ---------------------------------------- FARALLON CAPITAL MANAGEMENT, L.L.C., By Joseph F. Downes, Managing Member /s/ Joseph F. Downes ---------------------------------------- Joseph F. Downes, individually and as attorney-in-fact for each of Enrique H. Boilini, David I. Cohen, William F. Duhamel, Fleur E. Fairman, Jason M. Fish, Andrew B. Fremder, Richard B. Fried, William F. Mellin, Stephen L. Millham, Meridee A. Moore, and Thomas F. Steyer. Page 32 of 32 Pages -----END PRIVACY-ENHANCED MESSAGE-----