SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Resources Pension Shares 5, L.P.
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(Name of Issuer)
Unit Limited Partnership Interests
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(Title of Class of Securities)
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(CUSIP Number)
Resources Pension Shares 5, L.P.
c/o Arthur Amron
Vice President
Resources Capital Corporation
411 West Putnam Ave
Greenwich, CT 06830
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
Copy to Philip H. Harris, Esq.
Skadden, Arps, Slate, Meagher & Flom
919 Third Avenue
New York, New York 10022
(212) 735-3000
August 16, 1996
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(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 (X). (A fee is not required only if the reporting
person: (1) has a previous statement on file reporting benefi-
cial ownership of more than five percent of the class of securi-
ties described in Item 1; and (2) has filed no amendment subse-
quent 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.
13D
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Presidio Partnership II Corp.
06 1458203
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ( )
(b) ( )
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ( )
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
507,963.05
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 507,963.05
WITH
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
507,963.05
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ( )
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.9%
14 TYPE OF REPORTING PERSON*
CO
ITEM 1. SECURITY AND COMPANY.
This statement relates to the units of limited partner-
ship interests (the "Units") of Resources Pension Shares 5, L.P.
(the "Partnership"). The principal executive offices of the
Partnership are located at 411 West Putnam Avenue, Greenwich, CT
06830.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is filed by Presidio Partnership II
Corp. (the "Company"), a Delaware corporation which acquires
equity interests in various limited partnerships including
limited partnerships the general partner of which is controlled
directly or indirectly by Presidio Capital Corp ("PCC"). The
shares of the Company are owned by PCC and Presidio Domestic
Holding Company Limited, a wholly owned subsidary of PCC, which
thereby makes PCC a benefical owner of the unit Interests held by
the Company. The Company's business address is 411 West Putnam Ave.,
Greenwich Connecticut 06830. The Company has not, during the
last five years, been convicted in any criminal proceeding. The
Company has not, during the last five years, been a party to a
civil proceeding of a judicial or administrative body of compe-
tent jurisdiction and are not subject to a judgement, decree or
final order enjoining future violation, 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.
On August 15, 1996 the Company purchased 500,000 units
of the Partnership's Interests from the Detroit Police and Fire
Department Fund for $4.67 per unit. The Company purchased these
units of the Partnership with $2,335,000 of the Company's working
capital.
ITEM 4. PURPOSE OF THE TRANSACTION.
The Company acquired the Units in connection with the
liquidation of the general partner positions of the Company's
affiliates in the Partnership. The Company contemplates acquiring
additional Units of the Partnership as part of the liquidation
of the assets of PCC, including PCC's indirect ownership of the
general partner of the Partnership. PCC plans to distribute
the proceeds from such liquidation activities to its shareholders.
ITEM 5. INTEREST IN SECURITIES OF THE COMPANY.
(a) The Company owns 507,963.05 units of the Partner-
ship Interests, which represents 8.9% of the outstanding Inter-
ests.
(b) The Company has sole power to vote and dispose of
507,963.05 units of Partnership Interests.
(c) The Company purchased 3,210 units of the Partner-
ship Interests on July 9, 1996 for $3.60 per unit from working
capital. On August 1, 1996 the Company purchased 1,739.055
units of the Partnership Interests for $3.70 from working capi-
tal. On August 16, 1996, the Company purchased 1,314 units of
the Partnership Interests and on August 21, 1996, the Company
purchased and additional 1,700 units of the Partnership Inter-
ests.
(d) n/a
(e) n/a
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE COMPANY.
None
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this state-
ment is true, complete and correct.
, 1996
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Signature
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(Name)
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