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------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
(Section 240.13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO SECTION 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
SECTION 240.13d-2(a)
(Amendment No. 14)1
Capital Pacific Holdings, Inc.
--------------------------------------------------------------------------------
(name of Issuer)
Common Stock, Par Value $.10 Per Share
--------------------------------------------------------------------------------
(Title of Class of Securities)
14040M104
--------------------------------------------------------------------------------
(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)
April 15, 2003
--------------------------------------------------------------------------------
(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 Sections 240.13d-1(e), 13d-1(f) or
240.13d-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
Section 240.13d-7 for other parties to whom copies are to be sent.
(Continued on following pages)
Page 1 of 30 Pages
Exhibit Index Found on Page 28
---------------
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 ("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).
13D
===================
CUSIP No. 14040M104
===================
------------====================================================================
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
California Housing Finance, L.P.
------------====================================================================
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]
------------====================================================================
3 SEC USE ONLY
------------====================================================================
4 SOURCE OF FUNDS (See Instructions)
AF
------------====================================================================
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
[ ]
------------====================================================================
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
-------------------------------------===========================================
7 SOLE VOTING POWER
-0-
--------------===========================================
NUMBER OF 8 SHARED VOTING POWER
SHARES BENEFICIALLY 3,712,276 [See Preliminary Note]
OWNED BY --------------===========================================
EACH 9 SOLE DISPOSITIVE POWER
REPORTING PERSON -0-
WITH --------------===========================================
10 SHARED DISPOSITIVE POWER
5,719,588 [See Preliminary Note]
-------------------------------------===========================================
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,719,588 of which only 3,712,276 Shares are Voting Shares
[See Preliminary Note]
------------====================================================================
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
------------====================================================================
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
38.3 % of all Shares but only 28.8% of those Shares currently
eligible to vote [See Preliminary Note]
------------====================================================================
14 TYPE OF REPORTING PERSON (See Instructions)
PN
------------====================================================================
Page 2 of 30 Pages
13D
===================
CUSIP No. 14040M104
===================
------------====================================================================
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
California Housing Finance, LLC
------------====================================================================
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]
------------====================================================================
3 SEC USE ONLY
------------====================================================================
4 SOURCE OF FUNDS (See Instructions)
AF
------------====================================================================
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
[ ]
------------====================================================================
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
-------------------------------------===========================================
7 SOLE VOTING POWER
-0-
--------------===========================================
NUMBER OF 8 SHARED VOTING POWER
SHARES BENEFICIALLY 3,712,276 [See Preliminary Note]
OWNED BY --------------===========================================
EACH 9 SOLE DISPOSITIVE POWER
REPORTING PERSON -0-
WITH --------------===========================================
10 SHARED DISPOSITIVE POWER
5,719,588 [See Preliminary Note]
-------------------------------------===========================================
11 AGGREGATE AMOUNT BENFICIALLY OWNED BY EACH REPORTING PERSON
5,719,588 of which only 3,712,276 Shares are Voting Shares
[See Preliminary Note]
------------====================================================================
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
------------====================================================================
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
38.3 % of all Shares but only 28.8% of those Shares currently
eligible to vote [See Preliminary Note]
------------====================================================================
14 TYPE OF REPORTING PERSON (See Instructions)
00
------------====================================================================
Page 3 of 30 Pages
13D
===================
CUSIP No. 14040M104
===================
------------====================================================================
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 (See Instructions)
(a) [ ]
(b) [ X ]
------------====================================================================
3 SEC USE ONLY
------------====================================================================
4 SOURCE OF FUNDS (See Instructions)
OO
------------====================================================================
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
[ ]
------------====================================================================
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
-------------------------------------===========================================
7 SOLE VOTING POWER
-0-
--------------===========================================
NUMBER OF 8 SHARED VOTING POWER
SHARES BENEFICIALLY 3,712,276 [See Preliminary Note]
OWNED BY --------------===========================================
EACH 9 SOLE DISPOSITIVE POWER
REPORTING PERSON -0-
WITH --------------===========================================
10 SHARED DISPOSITIVE POWER
5,719,588 [See Preliminary Note]
-------------------------------------===========================================
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,719,588 of which only 3,712,276 Shares are Voting Shares
[See Preliminary Note]
------------====================================================================
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
------------====================================================================
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
38.3 % of all Shares but only 28.8% of those Shares currently
eligible to vote [See Preliminary Note]
------------====================================================================
14 TYPE OF REPORTING PERSON (See Instructions)
IA, OO
------------====================================================================
Page 4 of 30 Pages
13D
===================
CUSIP No. 14040M104
===================
------------====================================================================
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 (See Instructions)
(a) [ ]
(b) [ X ]
------------====================================================================
3 SEC USE ONLY
------------====================================================================
4 SOURCE OF FUNDS (See Instructions)
AF, OO
------------====================================================================
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
[ ]
------------====================================================================
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
-------------------------------------===========================================
7 SOLE VOTING POWER
-0-
--------------===========================================
NUMBER OF 8 SHARED VOTING POWER
SHARES BENEFICIALLY 3,712,276 [See Preliminary Note]
OWNED BY --------------===========================================
EACH 9 SOLE DISPOSITIVE POWER
REPORTING PERSON -0-
WITH --------------===========================================
10 SHARED DISPOSITIVE POWER
5,719,588 [See Preliminary Note]
-------------------------------------===========================================
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,719,588 of which only 3,712,276 Shares are Voting Shares
[See Preliminary Note]
------------====================================================================
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
------------====================================================================
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
38.3 % of all Shares but only 28.8% of those Shares currently
eligible to vote [See Preliminary Note]
------------====================================================================
14 TYPE OF REPORTING PERSON (See Instructions)
IN
------------====================================================================
Page 5 of 30 Pages
13D
===================
CUSIP No. 14040M104
===================
------------====================================================================
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 (See Instructions)
(a) [ ]
(b) [ X ]
------------====================================================================
3 SEC USE ONLY
------------====================================================================
4 SOURCE OF FUNDS (See Instructions)
AF, OO
------------====================================================================
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
[ ]
------------====================================================================
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
-------------------------------------===========================================
7 SOLE VOTING POWER
-0-
--------------===========================================
NUMBER OF 8 SHARED VOTING POWER
SHARES BENEFICIALLY 3,712,276 [See Preliminary Note]
OWNED BY --------------===========================================
EACH 9 SOLE DISPOSITIVE POWER
REPORTING PERSON -0-
WITH --------------===========================================
10 SHARED DISPOSITIVE POWER
5,719,588 [See Preliminary Note]
-------------------------------------===========================================
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,719,588 of which only 3,712,276 Shares are Voting Shares
[See Preliminary Note]
------------====================================================================
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
------------====================================================================
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
38.3 % of all Shares but only 28.8% of those Shares currently
eligible to vote [See Preliminary Note]%
------------====================================================================
14 TYPE OF REPORTING PERSON (See Instructions)
IN
------------====================================================================
Page 6 of 30 Pages
13D
===================
CUSIP No. 14040M104
===================
------------====================================================================
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 (See Instructions)
(a) [ ]
(b) [ X ]
------------====================================================================
3 SEC USE ONLY
------------====================================================================
4 SOURCE OF FUNDS (See Instructions)
AF, OO
------------====================================================================
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
[ ]
------------====================================================================
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
-------------------------------------===========================================
7 SOLE VOTING POWER
-0-
--------------===========================================
NUMBER OF 8 SHARED VOTING POWER
SHARES BENEFICIALLY 3,712,276 [See Preliminary Note]
OWNED BY --------------===========================================
EACH 9 SOLE DISPOSITIVE POWER
REPORTING PERSON -0-
WITH --------------===========================================
10 SHARED DISPOSITIVE POWER
5,719,588 [See Preliminary Note]
-------------------------------------===========================================
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,719,588 of which only 3,712,276 Shares are Voting Shares
[See Preliminary Note]
------------====================================================================
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
------------====================================================================
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
38.3 % of all Shares but only 28.8% of those Shares currently
eligible to vote [See Preliminary Note]
------------====================================================================
14 TYPE OF REPORTING PERSON (See Instructions)
IN
------------====================================================================
Page 7 of 30 Pages
13D
===================
CUSIP No. 14040M104
===================
------------====================================================================
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 (See Instructions)
(a) [ ]
(b) [ X ]
------------====================================================================
3 SEC USE ONLY
------------====================================================================
4 SOURCE OF FUNDS (See Instructions)
AF, OO
------------====================================================================
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
[ ]
------------====================================================================
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
-------------------------------------===========================================
7 SOLE VOTING POWER
-0-
--------------===========================================
NUMBER OF 8 SHARED VOTING POWER
SHARES BENEFICIALLY 3,712,276 [See Preliminary Note]
OWNED BY --------------===========================================
EACH 9 SOLE DISPOSITIVE POWER
REPORTING PERSON -0-
WITH --------------===========================================
10 SHARED DISPOSITIVE POWER
5,719,588 [See Preliminary Note]
-------------------------------------===========================================
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,719,588 of which only 3,712,276 Shares are Voting Shares
[See Preliminary Note]
------------====================================================================
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
------------====================================================================
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
38.3 % of all Shares but only 28.8% of those Shares currently
eligible to vote [See Preliminary Note]
------------====================================================================
14 TYPE OF REPORTING PERSON (See Instructions)
IN
------------====================================================================
Page 8 of 30 Pages
13D
===================
CUSIP No. 14040M104
===================
------------====================================================================
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Monica R. Landry
------------====================================================================
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]
------------====================================================================
3 SEC USE ONLY
------------====================================================================
4 SOURCE OF FUNDS (See Instructions)
AF, OO
------------====================================================================
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
[ ]
------------====================================================================
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
-------------------------------------===========================================
7 SOLE VOTING POWER
-0-
--------------===========================================
NUMBER OF 8 SHARED VOTING POWER
SHARES BENEFICIALLY 3,712,276 [See Preliminary Note]
OWNED BY --------------===========================================
EACH 9 SOLE DISPOSITIVE POWER
REPORTING PERSON -0-
WITH --------------===========================================
10 SHARED DISPOSITIVE POWER
5,719,588 [See Preliminary Note]
-------------------------------------===========================================
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,719,588 of which only 3,712,276 Shares are Voting Shares
[See Preliminary Note]
------------====================================================================
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
------------====================================================================
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
38.3 % of all Shares but only 28.8% of those Shares currently
eligible to vote [See Preliminary Note]
------------====================================================================
14 TYPE OF REPORTING PERSON (See Instructions)
IN
------------====================================================================
Page 9 of 30 Pages
13D
===================
CUSIP No. 14040M104
===================
------------====================================================================
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 (See Instructions)
(a) [ ]
(b) [ X ]
------------====================================================================
3 SEC USE ONLY
------------====================================================================
4 SOURCE OF FUNDS (See Instructions)
AF, OO
------------====================================================================
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
[ ]
------------====================================================================
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
-------------------------------------===========================================
7 SOLE VOTING POWER
-0-
--------------===========================================
NUMBER OF 8 SHARED VOTING POWER
SHARES BENEFICIALLY 3,712,276 [See Preliminary Note]
OWNED BY --------------===========================================
EACH 9 SOLE DISPOSITIVE POWER
REPORTING PERSON -0-
WITH --------------===========================================
10 SHARED DISPOSITIVE POWER
5,719,588 [See Preliminary Note]
-------------------------------------===========================================
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,719,588 of which only 3,712,276 Shares are Voting Shares
[See Preliminary Note]
------------====================================================================
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
------------====================================================================
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
38.3 % of all Shares but only 28.8% of those Shares currently
eligible to vote [See Preliminary Note]
------------====================================================================
14 TYPE OF REPORTING PERSON (See Instructions)
IN
------------====================================================================
Page 10 of 30 Pages
13D
===================
CUSIP No. 14040M104
===================
------------====================================================================
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 (See Instructions)
(a) [ ]
(b) [ X ]
------------====================================================================
3 SEC USE ONLY
------------====================================================================
4 SOURCE OF FUNDS (See Instructions)
AF, OO
------------====================================================================
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
[ ]
------------====================================================================
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
-------------------------------------===========================================
7 SOLE VOTING POWER
-0-
--------------===========================================
NUMBER OF 8 SHARED VOTING POWER
SHARES BENEFICIALLY 3,712,276 [See Preliminary Note]
OWNED BY --------------===========================================
EACH 9 SOLE DISPOSITIVE POWER
REPORTING PERSON -0-
WITH --------------===========================================
10 SHARED DISPOSITIVE POWER
5,719,588 [See Preliminary Note]
-------------------------------------===========================================
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,719,588 of which only 3,712,276 Shares are Voting Shares
[See Preliminary Note]
------------====================================================================
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
------------====================================================================
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
38.3 % of all Shares but only 28.8% of those Shares currently
eligible to vote [See Preliminary Note]
------------====================================================================
14 TYPE OF REPORTING PERSON (See Instructions)
IN
------------====================================================================
Page 11 of 30 Pages
13D
===================
CUSIP No. 14040M104
===================
------------====================================================================
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 (See Instructions)
(a) [ ]
(b) [ X ]
------------====================================================================
3 SEC USE ONLY
------------====================================================================
4 SOURCE OF FUNDS (See Instructions)
AF, OO
------------====================================================================
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
[ ]
------------====================================================================
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
-------------------------------------===========================================
7 SOLE VOTING POWER
-0-
--------------===========================================
NUMBER OF 8 SHARED VOTING POWER
SHARES BENEFICIALLY 3,712,276 [See Preliminary Note]
OWNED BY --------------===========================================
EACH 9 SOLE DISPOSITIVE POWER
REPORTING PERSON -0-
WITH --------------===========================================
10 SHARED DISPOSITIVE POWER
5,719,588 [See Preliminary Note]
-------------------------------------===========================================
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,719,588 of which only 3,712,276 Shares are Voting Shares
[See Preliminary Note]
------------====================================================================
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
------------====================================================================
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
38.3 % of all Shares but only 28.8% of those Shares currently
eligible to vote [See Preliminary Note]
------------====================================================================
14 TYPE OF REPORTING PERSON (See Instructions)
IN
------------====================================================================
Page 12 of 30 Pages
13D
===================
CUSIP No. 14040M104
===================
------------====================================================================
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Mark C. Wehrly
------------====================================================================
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]
------------====================================================================
3 SEC USE ONLY
------------====================================================================
4 SOURCE OF FUNDS (See Instructions)
AF, OO
------------====================================================================
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
[ ]
------------====================================================================
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
-------------------------------------===========================================
7 SOLE VOTING POWER
-0-
--------------===========================================
NUMBER OF 8 SHARED VOTING POWER
SHARES BENEFICIALLY 3,712,276 [See Preliminary Note]
OWNED BY --------------===========================================
EACH 9 SOLE DISPOSITIVE POWER
REPORTING PERSON -0-
WITH --------------===========================================
10 SHARED DISPOSITIVE POWER
5,719,588 [See Preliminary Note]
-------------------------------------===========================================
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,719,588 of which only 3,712,276 Shares are Voting Shares
[See Preliminary Note]
------------====================================================================
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
------------====================================================================
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
38.3 % of all Shares but only 28.8% of those Shares currently
eligible to vote [See Preliminary Note]
------------====================================================================
14 TYPE OF REPORTING PERSON (See Instructions)
IN
------------====================================================================
Page 13 of 30 Pages
This Amendment No. 14 to the Schedule 13D amends the Schedule 13D
originally filed on September 30, 1997 (collectively with all other amendments
thereto, the "Schedule 13D").
Preliminary Note: The Reporting Persons are filing this Amendment No. 14 to
the Schedule 13D to report the acquisition by California Housing Finance, L.P.
(the "Partnership") from CPH2, LLC of 902,425 Shares of the Company and the
acquisition by Makallon, LLC ("Makallon") from CPH2, LLC of 772,312 Shares of
the Company, each as contemplated in Amendment No. 13 of the Schedule 13D. As
reported in such Amendment No. 13, on December 5, 2002, the Partnership,
Makallon and CPH2, LLC entered into a Purchase and Sale Agreement (the "CPH2
Sale Agreement") pursuant to which, subject to the terms and conditions thereof,
the Partnership agreed to purchase from CPH2, LLC 902,425 Shares of the Company
and Makallon agreed to purchase from CPH2, LLC 772,312 Shares of the Company.
The transaction was consummated on April 15, 2003. As the Partnership is the
sole non-managing member of Makallon and has a veto power over the disposal of
assets held by Makallon with a value in excess of $10,000, the Partnership may
be deemed to be the beneficial owner of the 772,312 Shares acquired by Makallon.
Therefore, such Shares are included in the Shares listed on the cover pages by
the Reporting Persons in this Amendment No. 14.
In its Form 10-Q for the period ending November 30, 2002, the Company
reported that as of December 31, 2003 there were (i) 13,679,362 Shares of common
stock outstanding, all of which are eligible to vote ("Voting Common Stock"),
and (ii) 1,235,000 Shares of non-voting common stock outstanding ("Non-Voting
Common Stock"). Pursuant to the Conversion Agreement dated December 5, 2002
among the Company, CPH2, LLC, CPH3, LLC, the Partnership, and Makallon (the
"Conversion Agreement") described in Amendment No. 13 to the Schedule 13D,
Makallon agreed to exchange the 772,312 Shares of Voting Common Stock it
acquired pursuant to the CPH2
Page 14 of 30 Pages
Sale Agreement for 772,312 Shares of Non-Voting Common Stock. Assuming this
conversion has been effected, there are (i) 12,907,050 Shares of Voting Common
Stock and (ii) 2,007,312 Shares of Non-Voting Common Stock outstanding as of the
date hereof. As of the date hereof (and including the Shares purchased from
CPH2, LLC by the Partnership), the Partnership owns (x) 3,712,276 Shares of
Voting Common Stock and (y) 1,235,000 Shares of Non-Voting Common Stock. As of
the date hereof, the Partnership may also be deemed to be the beneficial owner
of the 772,312 Shares of Non-Voting Common Stock acquired by Makallon from CPH2,
LLC. The Partnership therefore is, or may be deemed to be, the beneficial owner
of 38.3% of the 14,914,362 Shares of Common Stock (both Voting and Non-Voting)
issued and outstanding but only 28.8% of the 12,907,050 Shares of Voting Common
Stock issued and outstanding. For further information regarding the CPH2 Sale
Agreement or the Conversion Agreement, see Item 4 below.
Item 2. Identity And Background
------ -----------------------
Item 2 of the Schedule 13D is amended and restated in its entirety as
follows:
(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 Partnership
---------------
(i) California Housing Finance, L.P., a Delaware limited
partnership, with respect to the Shares beneficially owned
by it.
The General Partner Of The Partnership
--------------------------------------
(ii) California Housing Finance, L.L.C., a Delaware limited
liability company which is the general partner of the
Partnership (the "General Partner"), with respect to the
Shares beneficially owned by the Partnership.2
---------------
2The limited partners of the Partnership are Farallon Capital Partners,
L.P., a California limited partnership ("FCP"), a discretionary account (the
"Managed Account") managed by the Management Company (as defined herein), RR
Capital Partners, L.P., a Delaware limited partnership ("RR") and Farallon
Special Situation Partners, L.P., a Delaware limited partnership ("FSSP"). The
members of the General Partner are FCP, the Managed Account, RR and FSSP.
Page 15 of 30 Pages
The Management Company
----------------------
(iii)Farallon Capital Management, L.L.C., a Delaware limited
liability company (the "Management Company"), with respect
to the Shares beneficially owned by the Partnership.
The Managing Members Of The Management Company
----------------------------------------------
(iv) The following persons who are managing members of the
Management Company, with respect to the Shares beneficially
owned by the Partnership: David I. Cohen ("Cohen"), Joseph
F. Downes ("Downes"), William F. Duhamel ("Duhamel"),
Richard B. Fried ("Fried"), Monica R. Landry ("Landry"),
William F. Mellin ("Mellin"), Stephen L. Millham
("Millham"), Thomas F. Steyer ("Steyer") and Mark C. Wehrly
("Wehrly").
Cohen, Downes, Duhamel, Fried, Landry, Mellin, Millham, Steyer, and
Wehrly are together referred to herein as the "Individual Reporting Persons."
(b) The address of the principal business and principal office of (i)
the Partnership, the General Partner and the Management Company is One Maritime
Plaza, Suite 1325, San Francisco, California 94111 and (ii) each of the
Individual Reporting Persons is set forth in Annex 1 hereto.
(c) The principal business of the Partnership is to invest in and
engage in certain financial transactions with the Company and its affiliates and
with Makallon. The principal business of the General Partner is to act as the
general partner of the Partnership. The principal business of the Management
Company is that of a registered investment adviser. The Management Company also
acts as the manager of the General Partner. The principal business of each of
the Individual Reporting Persons is set forth in Annex 1 hereto.
(d) None of the Partnership, the General Partner, the Management
Company 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).
Page 16 of 30 Pages
(e) None of the Partnership, the General Partner, the Management
Company 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 Partnership, the General Partner and
the Management Company is set forth above. Each of the Individual Reporting
Persons is a United States 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.
------ --------------------------------------------------
Item 3 of the Schedule 13D is amended and supplemented as follows:
The net investment cost (including commissions) for the 902,425 Shares
acquired by the Partnership since the filing of the prior Schedule 13D is
$6,194,217.
The consideration for such acquisition was obtained by the Partnership
from working capital contributed by the partners of the Partnership and advances
from the following three Partnership affiliates which are under common control
with such partners: Farallon Capital Institutional Partners, a California
limited partnership, Farallon Capital Institutional Partners II, L.P., a
California limited partnership and Farallon Capital Institutional Partners III,
L.P., a Delaware limited partnership. These three affiliates obtained their
funds from working capital. The partners of the Partnership obtained their funds
as follows: with respect to FCP, from working capital and/or from borrowings
pursuant to a margin account maintained in the ordinary course of business by
FCP at Goldman Sachs & Co.; with respect to RR, from working capital and/or from
borrowings
Page 17 of 30 Pages
pursuant to a margin account maintained in the ordinary course of business by RR
at Goldman Sachs & Co.; with respect to FSSP, from working capital; with respect
to the Managed Account, from working capital and from borrowings pursuant to a
margin account maintained in the ordinary course of business by such account at
Goldman Sachs & Co.; and with respect to the General Partner, from working
capital contributed by the members of the General Partner. FCP, RR, FSSP and the
Managed Account hold certain securities in their respective margin accounts at
Goldman Sachs & Co., and the accounts may from time to time have debit balances.
Item 4. Purpose Of The Transaction.
------ --------------------------
Item 4 of the Schedule 13D is amended and updated as follows:
As reported above, on December 5, 2002, the Partnership, Makallon and
CPH2, LLC entered into the CPH2 Sale Agreement pursuant to which, subject to the
terms and conditions thereof, the Partnership agreed to purchase from CPH2, LLC
902,425 Shares of the Company and Makallon agreed to purchase from CPH2, LLC
772,312 Shares of the Company. The transaction was consummated on April 15
,2003. As the Partnership is the sole non-managing member of Makallon and has a
veto power over the disposal of assets held by Makallon with a value in excess
of $10,000, the Partnership may be deemed to be the beneficial owner of the
772,312 Shares acquired by Makallon. Pursuant to the Conversion Agreement,
Makallon exchanged its 772,312 Shares of Voting Common Stock for 772,312 Shares
of Non-Voting Common Stock.
As reported in Amendment No. 13 to the Schedule 13D, pursuant to the
Conversion Agreement the Partnership and Makallon have been granted registration
rights for all of the Shares they have acquired pursuant to the CPH2 Sale
Agreement under that certain Registration Rights Agreement dated October 1, 1997
by and between the Company and the Partnership (the "Registration Rights
Agreement"), as amended by Section 2.3(b) of the Interest Exchange
Page 18 of 30 Pages
Agreement dated as of February 15, 2001 by and between the Company and the
Partnership (the "Exchange Agreement"). Under the Conversion Agreement, the
Company has also agreed to exchange the Shares of Non-Voting Common Stock for
Shares of Voting Common Stock upon the occurrence of certain events.
The CPH2 Sale Agreement was entered into pursuant to that certain
Stipulation of Settlement dated as of December 5, 2002 (the "Stipulation") among
certain of the Reporting Persons, the Company, Hadi Makarechian and certain of
the Company's other directors, Capital Pacific Holdings, LLC, CPH2, LLC, CPH3,
LLC, Makallon, Paul Makarechian, Makar Properties, LLC and Dale Dowers ("Dowers"
and together with the other named entities, the "Stipulation Parties"). The
Stipulation was entered into by the Stipulation Parties to settle fully all of
the claims and counter-claims brought in the case Dale Dowers v. Hadi
Makarechian, et al. (Orange County Superior Court Case No. 01 CC 06121)(the
"Action"), and was submitted to the Court for its consideration on December 5,
2002. The proposed settlement set forth in the Stipulation includes, among other
things, releases granted by the plaintiff and the defendants in the Action and
by the Company and Capital Pacific Holdings, LLC; the Company's agreement to
institute new corporate governance provisions; and certain other contemplated
transactions. For further information regarding the Stipulation, the releases,
the Company's new corporate governance provisions and the other contemplated
transactions, see Item 4 of Amendment No. 13 to the prior Schedule 13D.
The summary of the Stipulation, the CPH2 Sale Agreement and the
Conversion Agreement is qualified in its entirety by the terms and conditions of
each such agreement. The CPH2 Sale Agreement and the Conversion Agreement are
filed as filed as Exhibits Q and R, respectively, to Amendment No. 13 to the
Schedule 13D and incorporated by reference herein. The summary of the
Stipulation is qualified in its entirety by the terms and conditions of the
Stipulation, which
Page 19 of 30 Pages
Stipulation may be found with the Orange County Superior Court, Complex
Litigation Center, Records Department, 751 W. Santa Ana Boulevard, Building 36,
Santa Ana, CA 92701, Telephone Number: (714) 568-4832. For information regarding
the Action, see the Company's 10-Q for the quarter ended August 31, 2002 filed
with the SEC on October 15, 2002. For a copy of the Registration Rights
Agreement see the Reporting Persons' Schedule 13D Amendment No. 1 dated October
9, 1997 and filed with the SEC on October 9, 1997. For a copy of the Exchange
Agreement, see the Reporting Persons' Schedule 13D Amendment No. 10 dated
February 16, 2001 and filed with the SEC on February 16, 2001.
Also, in order to maximize and protect the value of the Partnership's
investment in the Company and to exercise its minority protections and other
rights, the Reporting Persons have communicated with and intend to have further
communications from time to time with one or more shareholders or creditors of
the Company, one or more officers of the Company, one or more members of the
board of directors of the Company, potential investors in the Company and/or
other third parties and any financial advisers to the Company regarding the
Company, Capital Pacific Holdings, LLC and their affiliates and subsidiaries
(including but not limited to operations, acquisitions or dispositions,
refinancings, recapitalizations, dividends and other strategic transactions that
could be undertaken by the Company, Capital Pacific Holdings, LLC and/or their
affiliates and subsidiaries). The Reporting Persons may in such communications
advocate a particular course of action.
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
Page 20 of 30 Pages
and/or change their purpose and/or formulate plans or proposals with respect
thereto.
Item 5. Interest In Securities Of The Issuer.
------ ------------------------------------
Item 5 of the Schedule 13D is amended and restated in its entirety as
follows:
(a) The Partnership
---------------
(a),(b) The information set forth in Rows 7 through 13 of the
cover page hereto for the Partnership is incorporated
herein by reference for each such Partnership.
(c) The only transaction consummated by the Partnership
in the past 60 days was the purchase of 902,425
Shares on April 15, 2003. The net investment cost
(including commission) paid by the Partnership for
such Shares is $6,194,217 or $6.86 per Share. Such
transaction was consummated pursuant to the CPH2 Sale
Agreement described in the Preliminary Note and Item
4 above.
(d) The General Partner, as general partner of the
Partnership, has the power to direct the affairs of
the Partnership, including the disposition of the
proceeds of the sale of the Shares owned by the
Partnership. The Management Company, as manager of
the General Partner, has the power to direct the
affairs of the General Partner including the
disposition of the proceeds of the sale of the
Shares. The Individual Reporting Persons are managing
members of the Management Company. Makallon has the
right to receive dividends on the Shares owned by
Makallon.
(e) Not applicable.
(b) 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, as general partner of the
Partnership, has the power to direct the affairs of
the Partnership, including the disposition of the
proceeds of the sale of the Shares owned by the
Partnership. The Management Company, as manager of
the General Partner, has the power to direct the
affairs of the General Partner including the
disposition of the proceeds of the sale of the
Shares. The Individual Reporting Persons are managing
members of the Management Company. Makallon has the
right to receive dividends on the Shares owned by
Makallon.
(e) Not applicable.
Page 21 of 30 Pages
(c) 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) None
(d) The General Partner, as general partner of the
Partnership, has the power to direct the affairs of
the Partnership, including the disposition of the
proceeds of the sale of the Shares owned by the
Partnership. The Management Company, as manager of
the General Partner, has the power to direct the
affairs of the General Partner including the
disposition of the proceeds of the sale of the
Shares. The Individual Reporting Persons are managing
members of the Management Company. Makallon has the
right to receive dividends on the Shares owned by
Makallon.
(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, as general partner of the
Partnership, has the power to direct the affairs of
the Partnership, including the disposition of the
proceeds of the sale of the Shares owned by the
Partnership. The Management Company, as manager of
the General Partner, has the power to direct the
affairs of the General Partner including the
disposition of the proceeds of the sale of the
Shares. The Individual Reporting Persons are managing
members of the Management Company.
(e) Not applicable.
With the exception of the 772,312 Shares owned by Makallon, the Shares
reported hereby for the Partnership are owned directly by it. The Partnership,
as the sole non-managing member of Makallon, may be deemed to be the beneficial
owner of the 772,312 Shares owned by Makallon. The General Partner, as general
partner to the Partnership, may be deemed to be the beneficial owner of all such
Shares owned by the Partnership. The Management Company, as manager of the
General Partner, may be deemed to be the beneficial owner of all Shares owned by
the Partnership. Each of the Individual Reporting Persons, as managing member of
the Management Company, may be deemed to be the beneficial owner of all such
Shares held by the Partnership. Each of the General Partner, the Management
Company and the Individual Reporting Persons hereby
Page 22 of 30 Pages
disclaims any beneficial ownership of any such Shares. The Partnership hereby
disclaims any beneficial ownership of the 772,312 Shares owned by Makallon.
Item 6. Contracts, Arrangements, Understandings Or
------ Relationships With Respect To Securities Of The Issuer.
------------------------------------------------------
Other than the CPH2 Sale Agreement, the Conversion Agreement and the
other agreements described in Item 4 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 S a written agreement relating to
the filing of joint acquisition statements as required by Section 240.13d-1(k)
under the Securities Exchange Act of 1934, as amended.
Page 23 of 30 Pages
SIGNATURES
----------
After reasonable inquiry and to the best of our knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: April 17, 2003
CALIFORNIA HOUSING FINANCE, L.P.
By: California Housing Finance, LLC
its General Partner
By: Farallon Capital Management, L.L.C.
its Manager
/s/ Joseph F. Downes
----------------------------------------
By: Joseph F. Downes,
Managing Member
CALIFORNIA HOUSING FINANCE, L.L.C.
By: Farallon Capital Management, L.L.C.,
its Manager
/s/ Joseph F. Downes
----------------------------------------
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 David I. Cohen, William F.
Duhamel, Monica R. Landry, Richard B. Fried,
William F. Mellin, Stephen L. Millham, Thomas F.
Steyer and Mark C. Wehrly.
The Powers of Attorney, each executed by Cohen, Mellin, Millham 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, each executed
Page 24 of 30 Pages
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. The Power of
Attorney executed by Mark C. Wehrly authorizing Downes to sign and file this
Schedule 13D on his behalf, which was filed with Amendment No. 4 to the Schedule
13D filed with the Securities and Exchange Commission on January 18, 2000, by
such Reporting Person with respect to the Class A Common Stock of Momentum
Business Applications, Inc., is hereby incorporated by reference. The Power of
Attorney executed by Monica R. Landry authorizing Downes to sign and file this
Schedule 13D on her behalf, which was filed with the Schedule 13G filed with the
Securities and Exchange Commission on January 22, 2001, by such Reporting Person
with respect to the Common Stock of Korn/Ferry International, is hereby
incorporated by reference.
Page 25 of 30 Pages
ANNEX 1
Set forth below with respect to the Partnership, the General Partner, the
Management Company is the following: (a) name; (b) address; (c) principal
business; (d) state of organization; and (e) controlling persons. Set forth
below with respect to each managing member of the Management Company is the
following: name; business address; principal occupation; and citizenship.
1. The Partnership
---------------
(a) California Housing Finance, L.P.
(b) c/o Farallon Capital Management, L.L.C.
One Maritime Plaza, Suite 1325
San Francisco, CA 94111
(c) Invests and engages in certain financial transactions with the Company
and its affiliates and with Makallon
(d) Delaware limited partnership
(e) General Partner: California Housing Finance, L.L.C.
2. The General Partner
-------------------
(a) California Housing Finance, L.L.C.
(b) c/o Farallon Capital Management, L.L.C.
One Maritime Plaza, Suite 1325
San Francisco, CA 94111
(c) Acts as General Partner of California Housing Finance, L.P.
(d) Delaware limited liability company
(e) Manager: Farallon Capital Management, L.L.C.
3. The Management Company
----------------------
(a) Farallon Capital Management, L.L.C.
(b) One Maritime Plaza, Suite 1325
San Francisco, CA 94111
(c) Serves as investment adviser to various managed accounts. Also acts
as manager of California Housing Finance, L.L.C.
(d) Delaware limited liability company
(e) Managing Members: Thomas F. Steyer, Senior Managing Member; David I.
Cohen, Joseph H. Downes, William F. Duhamel, Richard B. Fried, Monica
R. Landry, William F. Mellin, Stephen L. Millham, and Mark C. Wehrly,
Managing Members.
The Individual Reporting Persons
--------------------------------
Page 26 of 30 Pages
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. The principal
occupation of Thomas F. Steyer is serving as senior managing member of the
Management Company. The principal occupation of each Individual Reporting
Person is serving as a managing member of the Management Company.
Page 27 of 30 Pages
EXHIBIT INDEX
EXHIBIT S Joint Acquisition Statement
Pursuant to Section 240.13d1(k)
Page 28 of 30 Pages
EXHIBIT S
to
SCHEDULE 13D
JOINT ACQUISITION STATEMENT
PURSUANT TO SECTION 240.13D-(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: April 17, 2003
CALIFORNIA HOUSING FINANCE, L.P.
By: California Housing Finance, L.L.C.,
its General Partner
By: Farallon Capital Management, L.L.C.,
its Manager
/s/ Joseph F. Downes
----------------------------------------
By: Joseph F. Downes,
Managing Member
CALIFORNIA HOUSING FINANCE, L.L.C.
By: Farallon Capital Management, L.L.C.,
its Manager
/s/ Joseph F. Downes
----------------------------------------
By: Joseph F. Downes,
Managing Member
FARALLON CAPITAL MANAGEMENT, L.L.C.,
/s/ Joseph F. Downes
----------------------------------------
By: Joseph F. Downes,
Managing Member
Page 29 of 30 Pages
/s/ Joseph F. Downes
----------------------------------------
By: Joseph F. Downes, individually and as
attorney-in-fact for each of David I. Cohen,
William F. Duhamel, Richard B. Fried,
Monica R. Landry, William F. Mellin, Stephen
L. Millham, Thomas F. Steyer, and Mark C.
Wehrly.
Page 30 of 30 Pages