UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)*
Integrated Resources High Equity Partners, Series 85,
a California Limited Partnership
(Name of Issuer)
Units of Limited Partnership Interest
(Title of Class of Securities)
(CUSIP Number)
Arthur H. Amron
411 West Putnam Avenue
Greenwich, CT 06830
(203) 862-7012
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
June 2, 1997
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject of
this Schedule 13D, and is filing this schedule because of Rule
13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the
statement. [ ] (A fee is not required only if the reporting
person: (1) has a previous statement on file reporting
beneficial ownership of more than five percent of the class of
securities described in item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent
or less of such class.) (See Rule 13d-7.)
Note. Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter disclosure 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).
SCHEDULE 13D
CUSIP No. None
1 NAME OF REPORTING PERSONS
Millenium Funding Corp.
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(Intentionally Omitted)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS
2(d) OR 2(e) []
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH 7 SOLE VOTING POWER
None
8 SHARED VOTING POWER
92
9 SOLE DISPOSITIVE POWER
None
10 SHARED DISPOSITIVE POWER
92
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
92 (But see Item 5 herein)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
14 TYPE OF REPORTING PERSON*
CO
SCHEDULE 13D
CUSIP No. None
1 NAME OF REPORTING PERSONS
Millenium Funding II Corp.
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(Intentionally Omitted)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS
2(d) OR 2(e) [ ]
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH 7 SOLE VOTING POWER
None
8 SHARED VOTING POWER
20,315
9 SOLE DISPOSITIVE POWER
None
10 SHARED DISPOSITIVE POWER
20,315
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,315 (But see Item 5 herein)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.1%
14 TYPE OF REPORTING PERSON*
CO
SCHEDULE 13D
CUSIP No. None
1 NAME OF REPORTING PERSONS
Presidio Capital Corp.
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(Intentionally Omitted)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS
2(d) OR 2(e) [ ]
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH 7 SOLE VOTING POWER
None
8 SHARED VOTING POWER
20,407
9 SOLE DISPOSITIVE POWER
None
10 SHARED DISPOSITIVE POWER
20,407
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,407 (But see Item 5 herein)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.1%
14 TYPE OF REPORTING PERSON*
HC
Schedule 13D
Item 1. Security and Issuer.
The class of securities to which this statement relates
are the units of limited partnership interest (the "Units") of
Integrated Resources High Equity Partners, Series 85, a
California limited partnership ("HEP"). HEP is a California
limited partnership with its principal executive offices at 411
West Putnam Avenue, Greenwich, CT 06830.
Item 2. Identity and Background.
This statement is being filed by Millenium Funding
Corp., a Delaware corporation ("MFC"), Millenium Funding II
Corp., a Delaware corporation ("MFC II"), and Presidio Capital
Corp., a British Virgin Islands corporation ("Presidio")
(collectively, the "Reporting Persons"), with respect to the
Units beneficially owned by the Reporting Persons.
Each of MFC and MFC II is a direct or indirect wholly-
owned subsidiary of Presidio. The principal business and office
address of each of MFC and MFC II is 411 West Putnam Avenue
Greenwich, CT 06830, and of Presidio is c/o Hemisphere Management
Limited, 9 Church Street, Hamilton HM DX, Bermuda.
For certain information concerning the executive
officers and directors of MFC, MFC II and Presidio, see schedule
1. For certain information concerning Presidio, see schedule 2.
None of the Reporting Persons nor, to the best of each
Reporting Person's knowledge, any person listed on schedule 1 has
during the last five years been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors)
or was a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or
finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
Presidio has contributed to the capital of each of MFC
and MFC II the amounts required to fund the acquisitions of all
the Units acquired by MFC and MFC II, as well as the expenses
incurred in connection with the acquisitions and all organization
and operating costs of MFC and MFC II. Such contributions have
been made from Presidio's working capital.
Item 4. Purpose of Transaction.
The Reporting Persons have acquired the Units for
investment purposes and with a view to making a profit. In
addition, the Reporting Persons and their affiliates intend in
the future to acquire additional Units from time to time, if
Units become available to them at favorable prices. Any such
acquisitions may be made through private purchases or by any
other means deemed advisable, and may be at higher or lower
prices than those paid for the Units already acquired.
None of the Reporting Persons have any present plans or
intentions with respect to a merger, reorganization or
liquidation of HEP, a sale of assets or financing of any of HEP's
properties or a change in the management, capitalization or
distribution policy of HEP. However, the Reporting Persons
believe that, consistent with their fiduciary obligations, the
general partners of HEP, who are affiliates of the Reporting
Persons, will continue to review opportunities, such as sales of
properties, and will seek to maximize returns to investors in the
Units. The general partners' intentions are to manage HEP's
assets to maximize capital appreciation and improve property
operations.
Item 5. Interest in Securities of the Issuer.
The Reporting Persons own beneficially an aggregate of
5.1% of the outstanding Units (on the basis of 400,010 Units
outstanding). Set forth below is a summary for each Reporting
Person of its beneficial ownership of Units.
A. MFC
(a) Aggregate number of Units beneficially
owned: 92
Percentage: 0.0%
(b) 1. Sole power to vote or to direct vote: -0-
2. Shared power to vote or to direct vote:
92
3. Sole power to dispose or to direct the
disposition: -0-
4. Shared power to dispose or to direct the
disposition: 92
(c) There were no transactions by MFC during
the past 60 days.
(d) MFC may be deemed to have the right to
receive or the power to direct the receipt
of distribution from, or proceeds from the
sale of, the 92 Units.
(e) Not applicable.
B. MFC II
(a) Aggregate number of Units
beneficially owned: 20,315
Percentage: 5.1%
(b) 1. Sole power to vote or to direct vote: -0-
2. Shared power to vote or to direct vote:
20,315
3. Sole power to dispose or to direct the
disposition: -0-
4. Shared power to dispose or to direct the
disposition: 20,315
(c) There were no transactions by MFC II during
the past 60 days, other than as set forth
below in this item 5.
(d) MFC II may be deemed to have the right to
receive or the power to direct the receipt
of distribution from, or proceeds from
the sale of, the 20,315 Units
(e) Not applicable.
C. Presidio
(a) Aggregate number of Units
beneficially owned: 20,407
Percentage: 5.1%
(b) 1. Sole power to vote or to direct vote: -0-
2. Shared power to vote or to direct vote:
20,407
3. Sole power to dispose or to direct the
disposition: -0-
4. Shared power to dispose or to direct the
disposition: 20,407
(c) There were no transactions by Presidio
during the past 60 days, other than as
set forth in this item 5.
(d) Presidio may be deemed to have the right to
receive or the power to direct the receipt of
distributions from, or proceeds from the sale
of, the 20,407 Units.
(e) Not applicable.
MFC II purchased 461 Units for $27,878.98 on April 21,
1997 (i.e., $60.48 per Unit) and 456 Units for $27,576.60 on June
2, 1997 (i.e., $60.48 per Unit). The purchases were made in
brokerage transactions effected by DCC Securities Corp.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
See Items 2, 3, 4 and 5.
Item 7. Material to be Filed as Exhibits.
1. Exhibit I - Agreement pursuant to Rule 13d-
(f)(1)(iii), filed herewith
SCHEDULE 1
INFORMATION WITH RESPECT TO THE EXECUTIVE
OFFICERS AND DIRECTORS OF MFC, MFC II AND PRESIDIO
Set forth below is the name and present principal
occupation of each director and executive officer of MFC, MFC II
and Presidio. Each person listed below is a citizen of the
United States, and his current business address is 411 West
Putnam Avenue, Greenwich, Connecticut 06830.
Charles E. Davidson has been a director of each of MFC
and MFC II since its formation in 1995 and 1996, respectively,
and has been a director of Presidio and the chairman of the board
of directors of Presidio since its formation in August 1994. Mr.
Davidson also is chairman of DLB Oil and Gas, Inc., an oil
exploration company, and has served as chairman of the board and
a director of Resurgence Properties Inc. ("Resurgence") since its
formation in March 1994. He is also a director of Technology
Service Group, Inc., a company engaged in the design,
development, manufacturing and sale of public communications
products and services. He is currently the chairman of the board
and a member of Wexford Management LLC ("Wexford") and is the
managing partner of a number of private investment partnerships.
Joseph M. Jacobs has been a director and the president
of each of MFC and MFC II since its formation, and has been a
director of Presidio and the chief executive officer and
president of Presidio since its formation. Since January 1996,
Mr. Jacobs has been the president and a member of Wexford. Mr.
Jacobs has been a director of Resurgence and the chief executive
officer, president and treasurer of Resurgence since its
formation.
Martin L. Edelman has been a director of Presidio since
February 1995. Mr. Edelman has been of counsel to Battle Fowler
LLP, a New York law firm, since January 1994. Prior to that, he
was a partner in such firm. He is a director of Hospitality
Franchise Systems, Inc., National Gaming Corporation and numerous
private companies.
Dean J. Takahashi has been a director of Presidio since
November 1994. Mr. Takahashi is a senior director of investments
- - endowment management of Yale University. Since 1986, he has
been responsible for analysis and recommendations regarding asset
allocation and investment policy for Yale's $5.0 billion
endowment, $200 million staff pension plan and various life
income funds. Mr. Takahashi currently is a director of Smith
Offshore Exploration, and an advisory board member of Highland
Capital Partners, APEX European Ventures, Summit Ventures and Bai
Capital.
Paul Walker has been a director of Presidio since
November 1994. Since February 1995, Mr. Walker has been
president of Walker, Truesdell & Associates, a financial
consulting firm located in New York City.
Robert Holtz has been a vice president and the
secretary of each of MFC and MFC II since its formation, and vice
president and secretary of Presidio since its formation. Since
January 1996, Mr. Holtz has been a senior vice president and a
member of Wexford. Mr. Holtz has been a vice president and
assistant secretary of Resurgence since its formation.
Jay L. Maymudes has been a vice president and the
treasurer of each of MFC and MFC II since its formation, and has
been a vice president, treasurer and chief financial officer of
Presidio since its formation. Mr. Maymudes has been the chief
financial officer and a vice president of Resurgence since July
1994, secretary of Resurgence since January 1995 and assistant
secretary from July 1994 to January 1995. Since January 1996,
Mr. Maymudes has been the chief financial officer, treasurer and
a senior vice president of Wexford.
Arthur Amron has been a vice president and assistant
secretary of each of MFC and MFC II since its formation. Mr.
Amron is an executive officer and general counsel of Wexford.
Frederick Simon has been a vice president of each of
MFC and MFC II since its formation. Mr. Simon is an executive
officer of Wexford.
Schedule 2
INFORMATION ABOUT PRESIDIO
Set forth below is certain information about Presidio,
which is based exclusively on information in Presidio's Annual
Report on Form 10-K for the Fiscal Year Ended December 31, 1996.
1. HEP is one of a series of three public
partnerships (the "HEP Partnerships") that invested in
unleveraged commercial real estate in the period 1985-1989.
Subsidiaries of Presidio serve as general partners and hold a
5.0% interest in each of the HEP Partnerships. For managing the
affairs of the HEP Partnerships, the general partners receive
partnership management fees, property management fees and certain
expense reimbursements in the aggregate of approximately $4.5
million per year.
2. The HEP Partnerships and their general partners
are subject to a class action lawsuit alleging, among other
things, that the general partners caused a waste of the HEP
Partnerships' assets by collecting management fees in lieu of
pursuing a strategy to maximize the value of the investments
owned by the limited partners; that the general partners breached
their duty of loyalty and due care to the limited partners by
expropriating management fees without trying to run the HEP
Partnerships for the purposes for which they are intended; that
the general partners are acting improperly to enrich themselves
in their position of control over the HEP Partnerships and that
their actions prevent non-affiliated entities from making and
completing tender offers to purchase outstanding units of limited
partnership interest; that by refusing to seek the sale of the
HEP Partnerships' properties, the general partners have
diminished the value of the limited partners' equity in the HEP
Partnerships; that the general partners have taken heavily
overvalued partnership asset management fees; and that units of
limited partnership interest were sold and marketed through the
use of false and misleading statements. The HEP Partnerships and
their general partners believe that each of the claims asserted
is meritless and intend to continue vigorously to defend the
action.
3. Presidio is managed by Presidio Management
Company, LLC ("Presidio Management"), and Steinhardt Management
Company, Inc. ("Steinhardt Management"), and is administered by
Wexford. Presidio and its non-U.S. subsidiaries are administered
offshore by Hemisphere Management (Cayman) Limited
("Hemisphere").
Pursuant to the management agreement with Presidio
Management (the "Presidio Management Agreement"), Presidio
Management oversees the management of Presidio and the management
and liquidation of Presidio's assets. Pursuant to the management
agreement with Steinhardt Management (the "Steinhardt Management
Agreement"), Steinhardt Management will be available to consult
with Presidio Management in connection with certain material
transactions relating to Presidio's assets. Each Management
Agreement provides for a fixed fee of $1.25 million per year,
payable in equal monthly installments.
Pursuant to the Presidio Management Agreement, Presidio
Management has full discretion and authority, without the need
for any subsequent approval of the board of directors or
shareholders of Presidio, or any subsidiary, except as expressly
required by Presidio's articles of association or otherwise
required by law, to manage and to liquidate Presidio's assets
(whether by sale, hypothecation, securitization or otherwise) in
such manner as Presidio Management considers appropriate, subject
to certain restrictions.
Under the Presidio Management Agreement, Presidio
Management may direct Presidio to pay up to 50% of the $1.25
million annual management fee directly to Joseph M. Jacobs or a
corporation controlled by him. Presidio Management has directed
Presidio to pay 50% of such management fee to Mr. Jacobs. In
March 1996, the board of directors of Presidio approved the
assignment of the Presidio Management Agreement to Wexford. In
October 1996, this assignment was revoked, and a new agreement,
pursuant to which Presidio Management retained Wexford to assist
in the performance of its duties as manager, was entered into.
Charles E. Davidson, the chairman of Presidio, has a significant
interest in both Wexford and Presidio Management.
The term of each of the Management Agreements expires
on November 3, 1997. The Management Agreements may be terminated
without cause by Presidio upon not fewer than 10 days notice.
Each Management Agreement also is terminable if Presidio
Management or Steinhardt Management, as the case may be, has been
grossly negligent or has committed willful malfeasance in
carrying out its duties, or is in material breach of its
obligations thereunder. In the event of early termination of
either Management Agreement, Presidio shall pay on the date of
the termination a lump sum amount equal to the aggregate
management fee that would have been payable had the Management
Agreement not been terminated, unless Presidio has deposited such
amount with an escrow agent satisfactory to Presidio Management
or Steinhardt Management, as the case may be, with a distribution
thereof upon entry of a final court order determining that such
termination was not for cause. If either Management Agreement is
terminated by Presidio, the other Management Agreement shall be
deemed to have been similarly terminated.
Presidio Management and Steinhardt Management are each
required to render their services at their own expense. Presidio
is responsible for all other expenses relating to its assets,
including, without limitation, services of attorneys, accountants
and other third party professionals, employees provided to
Presidio and other operating expenses, and must periodically
reimburse Presidio Management for any such expenses advanced by
Presidio Management.
Pursuant to an administrative services agreement
between Wexford and Presidio (the "Administrative Services
Agreement"), Wexford has agreed to provide Presidio certain
administrative and management services. Joseph M. Jacobs is a
member and the president of Wexford. Robert Holtz is a member
and a senior vice president of Wexford. Jay L. Maymudes is the
chief financial officer and a senior vice president of Wexford.
Charles E. Davidson, the chairman of the board of Presidio, is a
member and chairman of Wexford. Wexford provides management and
other services to third parties that are not related to Presidio.
Pursuant to the Administrative Services Agreement,
Wexford oversees the day-to-day management of Presidio. In such
capacity, Wexford has agreed to make available (i) Mr. Jacobs to
serve as the chief executive officer, president and a Class B
Director of Presidio, (ii) Mr. Holtz to serve as vice president
and secretary of Presidio, (iii) Mr. Maymudes to serve as chief
financial officer, vice president and treasurer of Presidio, (iv)
persons to serve as officers and directors of Presidio's direct
or indirect subsidiaries or affiliates and (v) such other persons
as may be necessary to fulfill Wexford's obligations under such
agreement. Presidio retains the right to remove any employee of
Wexford serving as an officer or director of Presidio. Wexford
also serves as an advisor to Presidio Management.
Under the Administrative Services Agreement, Presidio
has agreed to indemnify Wexford and its direct or indirect
officers, directors, partners, employees and agents (including,
without limitation, persons serving as officers of Presidio) from
losses, provided, among other things, that such losses resulted
from (i) a mistake of judgment or action or inaction taken by
such person in connection with Wexford's duties under the
Administrative Services Agreement honestly and in good faith that
such person reasonably believed to be in the best interest of
Presidio or (ii) the negligence, dishonesty or bad faith of any
agent selected by such person with reasonable care on behalf of
Presidio.
Presidio is obligated to pay Wexford annual amounts of
$350,000 and $125,000 in respect of the services performed by
Messrs. Jacobs and Holtz, respectively, and for its direct and
indirect costs properly allocable to the performance of its
duties under the Administrative Services Agreement and providing
officers and directors of Presidio. Such expenses include,
without limitation, payroll, payroll taxes, costs of employee
benefit plans approved by Presidio Management or by Presidio's
board of directors, accounting fees, rent and other overhead
expenses of Wexford, and any required severance payment to
Wexford's employees (other than Messrs. Jacobs, Holtz and
Maymudes). Any other bonus, severance or similar payment is
subject to approval of Presidio Management or, in the case of
such payments to Messrs. Jacobs, Holtz or Maymudes, if required
by Presidio's organizational documents or the Presidio Management
Agreement, the board of directors of Presidio.
Presidio and two of its non-U.S. subsidiaries, Presidio
GP Corp. and Presidio LP Corp. (collectively, the "BVI Group"),
have each entered into administration agreements (the "Hemisphere
Administration Agreements") with Hemisphere, pursuant to which
Hemisphere acts as the BVI Group's offshore administrator.
Pursuant to the Hemisphere Administration Agreements, Hemisphere
shall, among other things, (i) provide office facilities,
personnel and accommodations required by the BVI Group in the
Cayman Islands, (ii) communicate with shareholders and the
general public on the BVI Group's behalf, (iii) maintain
corporate books and records and a shareholder register, (iv) call
and hold all meetings of shareholders and directors, (v) disburse
all necessary payments on behalf of the BVI Group and (vi) accept
subscriptions for shares and make redemptions and repurchases of
shares, in each case subject to the provisions of the Memorandum
and Articles of the respective companies within the BVI Group and
under the supervision of their respective directors and officers.
In consideration for such services, Hemisphere receives an
aggregate fee of $36,000 per annum (subject to annual review and
reduction in certain circumstances) and reimbursement of its out-
of-pocket expenditures. The Hemisphere Administration Agreements
are effective for successive one-year terms, unless and until
terminated by either party on 30 days' written notice to the
other party, or upon written notice of the occurrence of any
breach and a failure to cure such breach within 10 days
thereafter.
4. The following table sets forth certain information
known to Presidio with respect to beneficial ownership of the
Class A Common Shares of Presidio ("Class A Shares") as of March
1, 1997 (based on 8,797,255 Class A Shares outstanding on such
date) by: (i) each person who beneficially owns 5% or more of the
Class A Shares, (ii) the executive officers of Presidio, (iii)
each of Presidio's directors and (iv) all directors and executive
officers as a group:
Beneficial Ownership
Number of Percentage
Name of Beneficial Owner Shares Outstanding
Thomas F. Steyer 4,553,560(1) 51.8%
Fleur A. Fairman
John M. Angelo 1,231,762(2) 14.0%
Michael L. Gordon
Intermarket Corp. 1,000,918(3) 11.4%
M.H. Davidson & Co. 474,205(4) 5.4%
Michael H. Steinhardt -(5) -
Joseph M. Jacobs -(5) -
Robert Holtz -(5) -
Jay L. Maymudes - -
Charles E. Davidson -(5) -
Martin L. Edelman 4,550(6) *
Dean J. Takahashi 4,550(6) *
Paul T. Walker 4,550(6) *
Directors and executive officer
as a group (7 persons) 13,650 *
* Less than 1% of the outstanding Class A Shares.
(1) As the managing partners of each of Farallon Capital
Partners, L.P. ("FCP"), Farallon Capital Institutional
Partners, L.P. ("FCIP"), Farallon Capital institutional
Partners II, ("FCIP II") and Tinicum Partners L.P.
("Tinicum") (collectively, the "Farallon Partnerships"), may
each be deemed to own beneficially the 1,397,318, 1,610,730,
607,980 and 241,671 shares held, respectively, by each of
such Farallon Partnerships. Farallon Capital Management,
LLC ("FCMLLC"), the investment advisor to certain
discretionary accounts that collectively hold 695,861 shares
and Enrique H. Boilini, David I. Cohen, Joseph F. Downes,
Jason M. Fish, Andrew B. Fremder, William F. Mellin, Stephen
L. Millham, Meridee A. Moore and Thomas F. Steyer, as a
managing member of FCMLLC (collectively the "Managing
Members"), may be deemed to be the beneficial owner of all
of the shares owned by such discretionary accounts. FCMLLC
and each Managing Member disclaim any beneficial ownership
of such shares.
Farallon Partners, LLC ("FPLLC") (the general partner of
FCP, FCIP, FCIP II and Tinicum), and each of Fleur A.
Fairman, Mr. Boilini, Mr. Cohen, Mr. Downes, Mr. Fish, Mr.
Fremder, Mr. Mellin, Mr. Millham, Ms. Moore and Mr. Steyer,
each as managing member of FPLLC (collectively, the
"Managing Members"), may be deemed to be the beneficial
owner of all of the shares owned by FCP, FCIP, FCIP II and
Tinicum. FPLLC and each Managing Member disclaim any
beneficial ownership of such shares.
(2) John M. Angelo and Michael L. Gordon, the general partners
and controlling persons of AG Partners, L.P., which is the
general partner of Angelo, Gordon & Co., L.P., may be deemed
to have beneficial ownership of the securities beneficially
owned by Angelo, Gordon & Co., L.P. and its affiliates.
Angelo, Gordon & Co., L.P., a registered investment advisor,
serves as general partner of various limited partnerships
and as investment advisor of third party accounts with power
to vote and direct the disposition of Class A Shares owned
by such limited partnerships and third party accounts.
(3) Intermarket Corp. serves as general partner for certain
limited partnerships and as investment advisor to certain
corporations and foundations. As a result of such
relationships, Intermarket Corp. may be deemed to have the
power to vote and the power to dispose of Class A Shares
held by such partnerships, corporations and foundations.
(4) Marvin H. Davidson, Thomas L. Kempner Jr., Stephen M.
Dowicz, Scott E. Davidson and Michael J. Leffell, the
general partners, members and stockholders of certain
entities that are general partners or investment advisors of
Davidson Kempner Endowment Partners, L.P., Davidson Kempner
Partners, L.P., Davidson Kempner Institutional Partners,
L.P., M.H. Davidson and Co. Davidson Kempner International
Ltd. (collectively, the "Investment Funds"), may be deemed
to be the beneficial owners of the securities beneficially
owned by the Investment Funds and their affiliates.
In addition, Mr. Kempner owns 800 shares and may be deemed
to beneficially own certain securities held by certain
foundations and trusts. Mr. Kempner disclaims beneficial
ownership of such shares.
(5) Excludes 1,200,000 Class B Common Shares of Presidio ("Class
B Shares") owned by IR Partners. Such Class B Shares are
convertible in certain circumstances into 1,200,000 Class A
Shares; however, such shares are not convertible at present.
IR Partners is a general partnership whose general partners
are Steinhardt Management, certain of its affiliates and
accounts managed by it and Roundhill Associates. Roundhill
Associates is a limited partnership whose general partner is
Charles E. Davidson, the principal of Presidio Management,
the chairman of the board of Presidio and a member of
Wexford. Joseph M. Jacobs, the chief executive officer and
president of Presidio and a member and the president of
Wexford, and Robert Holtz, a vice president of Presidio and
a member of Wexford, have limited partner interests in
Roundhill Associates. Each of Michael H. Steinhardt, the
controlling person of Steinhardt Management and its
affiliates, and Charles E. Davidson may be deemed to be
beneficial owners of such 1,200,000 shares.
(6) Shares held by each Class A Director of Presidio were issued
pursuant to a Memorandum of Understanding Regarding
Compensation of Class A Directors of Presidio.
The address of Thomas F. Steyer and the other individuals
mentioned in footnote 1 above (other than Fleur A. Fairman) is
c/o Farallon Capital Partners, L.P., One Maritime Plaza, San
Francisco, California 94111 and the address of Fleur A. Fairman
is c/o Farallon Capital Management, Inc., 800 Third Avenue, 40th
Floor, New York, New York 10022. The address of Angelo, Gordon &
Co., L.P. and its affiliates is 245 Park Avenue, 26th Floor, New
York, New York 10167. The address for Intermarket Corp. is 667
Madison Avenue, New York, New York 10021. The address for M.H.
Davidson and Co. is 885 Third Avenue, New York, New York 10022.
Signature
After reasonable inquiry and to the best of each of the
undersigned's knowledge and belief, each of the undersigned
certifies that the information set forth in this statement is
true, complete and correct.
Dated: June 11, 1997
MILLENIUM FUNDING CORP.
By: /s/Arthur H. Amron
Name: Arthur H. Amron
Title: Vice President
MILLENIUM FUNDING II CORP.
By: /s/Arthur H. Amron
Name: Arthur H. Amron
Title: Vice President
PRESIDIO CAPITAL CORP.
BY: WEXFORD MANAGEMENT LLC,
AS AGENT
By: /s/Arthur H. Amron
Name: Arthur H. Amron
Title: Senior Vice President
EXHIBIT INDEX
1. Exhibit I - Agreement pursuant to Rule 13d-
1(f)(1)(iii), filed herewith
EXHIBIT I
Pursuant to Rule 13d-1(f)(1)(iii) of Regulation 13D-G of the
General Rules and Regulations of the Securities and Exchange
Commission under the Securities Exchange Act of 1934, as amended,
the undersigned agree that the statement to which this Exhibit is
attached is filed on behalf of each of them in the capacities set
forth below.
MILLENIUM FUNDING CORP.
By: /s/Arthur H. Amron
Name: Arthur H. Amron
Title: Vice President
MILLENIUM FUNDING II CORP.
By: /s/Arthur H. Amron
Name: Arthur H. Amron
Title: Vice President
PRESIDIO CAPITAL CORP.
BY: WEXFORD MANAGEMENT LLC,
AS AGENT
By: /s/Arthur H. Amron
Name: Arthur H. Amron
Title: Senior Vice President
