<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
AMENDMENT NO. 1
Under the Securities Exchange Act of 1934
RESOURCES PENSION SHARES 5, L.P.
________________________________________________________________
(Name of Issuer)
Units of Limited Partnership Interest
________________________________________________________________
(Title of Class of Securities)
________________________________________________________________
(CUSIP Number)
Arthur Amron
411 West Putnam Avenue
Greenwich, CT 06830
________________________________________________________________
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copy to Judith D. Fryer, Esq.
Greenberg, Traurig, Hoffman, Lipoff, Rosen & Quentel
153 East 53rd Street, 35th Floor
New York, New York 10022
(212) 801-9200
June 19, 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 [ ].
(Continued on following pages)
(Page 1 of 24 Pages)
<PAGE>
Page 2 of 24 Pages
(1) Name of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
Presidio Partnership II Corp.
--------------------------------------------------------------------------
(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 if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e)
--------------------------------------------------------------------------
(6) Citizenship or Place of Organization Delaware
-------------------------------------
Number of (7) Sole Voting Power -0-
Units Bene- ----------------------------------------
ficially (8) Shared Voting Power 506,649.055*
Owned by Each ------------------------------------
Reporting (9) Sole Dispositive Power -0-
Person With -----------------------------------
(10) Shared Dispositive Power 506,649.055*
---------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
506,649.055
---------------------------------------------------------------------
---------------------------------------------------------------------
(12) Check 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
------------------------------------------
- ----------------
* See Item 5.
<PAGE>
Page 3 of 24 Pages
(1) Name of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
Presidio Capital Corp.
--------------------------------------------------------------------------
(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 if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e)
--------------------------------------------------------------------------
(6) Citizenship or Place of Organization Delaware
-------------------------------------
Number of (7) Sole Voting Power -0-
Units Bene- ----------------------------------------
ficially (8) Shared Voting Power 506,649.055*
Owned by Each ------------------------------------
Reporting (9) Sole Dispositive Power -0-
Person With -----------------------------------
(10) Shared Dispositive Power 506,649.055*
---------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
506,649.055
---------------------------------------------------------------------
---------------------------------------------------------------------
(12) Check 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
------------------------------------------
- ----------------
* See Item 5.
<PAGE>
Page 4 of 24 Pages
(1) Name of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
Wexford Management LLC
--------------------------------------------------------------------------
(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 if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e)
--------------------------------------------------------------------------
(6) Citizenship or Place of Organization Connecticut
-------------------------------------
Number of (7) Sole Voting Power -0-
Units Bene- -----------------------------------
ficially (8) Shared Voting Power 506,649.055*
Owned by Each --------------------------------
Reporting (9) Sole Dispositive Power -0-
Person With ------------------------------
(10) Shared Dispositive Power 506,649.055*
-----------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
506,649.055
---------------------------------------------------------------------
(12) Check 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 OO
------------------------------------------
- ----------------
* See Item 5.
<PAGE>
Page 5 of 24 Pages
(1) Name of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Person
Charles E. Davidson
--------------------------------------------------------------------------
(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) _____________________________________________________________
(6) Citizenship or Place of Organization United States
-------------------------------------
Number of (7) Sole Voting Power -0-
Units Bene- ---------------------------------------
ficially (8) Shared Voting Power 570,371.911*
Owned by Each ---------------------------------------
Reporting (9) Sole Dispositive Power -0-
Person With ------------------------------------
(10) Shared Dispositive Power 570,371.911*
----------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
570,371.911
---------------------------------------------------------------------
---------------------------------------------------------------------
(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
---------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11) 10%
-----------------
(14) Type of Reporting Person IN
------------------------------------------
- ----------------
* See Item 5.
<PAGE>
Page 6 of 24 Pages
(1) Name of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Person
Joseph M. Jacobs
--------------------------------------------------------------------------
(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) _____________________________________________________________
(6) Citizenship or Place of Organization United States
-------------------------------------
Number of (7) Sole Voting Power -0-
Units Bene- ---------------------------------------
ficially (8) Shared Voting Power 570,371.911*
Owned by Each ---------------------------------------
Reporting (9) Sole Dispositive Power -0-
Person With ------------------------------------
(10) Shared Dispositive Power 570,371.911*
----------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
570,371.911
---------------------------------------------------------------------
---------------------------------------------------------------------
(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
---------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11) 10%
-----------------
(14) Type of Reporting Person IN
------------------------------------------
- ----------------
* See Item 5.
<PAGE>
Page 7 of 24 Pages
(1) Name of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Person
T-Two Partnership Acquisition Company, L.P.
--------------------------------------------------------------------------
(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) _____________________________________________________________
(6) Citizenship or Place of Organization Delaware
-------------------------------------
Number of (7) Sole Voting Power -0-
Units Bene- ----------------------------------------
ficially (8) Shared Voting Power 63,722.8560
Owned by Each ---------------------------------------
Reporting (9) Sole Dispositive Power -0-
Person With ------------------------------------
(10) Shared Dispositive Power 63,722.8560
----------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
63,722.8560
---------------------------------------------------------------------
---------------------------------------------------------------------
(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
---------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11) 1.1%
-----------------
(14) Type of Reporting Person PN
------------------------------------------
<PAGE>
Page 8 of 24 Pages
(1) Name of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Person
T-Two Management LLC
--------------------------------------------------------------------------
(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) _____________________________________________________________
(6) Citizenship or Place of Organization Delaware
-------------------------------------
Number of (7) Sole Voting Power -0-
Units Bene- ----------------------------------------
ficially (8) Shared Voting Power 63,722.8560
Owned by Each ---------------------------------------
Reporting (9) Sole Dispositive Power -0-
Person With ------------------------------------
(10) Shared Dispositive Power 63,722.8560
----------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
63,722.8560
---------------------------------------------------------------------
(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
---------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11) 1.1%
-----------------
(14) Type of Reporting Person OO
------------------------------------------
<PAGE>
Page 9 of 24 Pages
Item 1. Security and Issuer.
(a) Title and Class of Security: This statement relates to the units of
limited partnership interest (the "Units") of Resources Pension
Shares 5, L.P. (the "Partnership"), a Delaware limited partnership.
(b) Issuer: Resources Pension Shares 5, L.P.
411 West Putnam Avenue
Greenwich, Connecticut 06830
Item 2. Identity and Background.
I. Presidio Partnership II Corp.
2(a) Name: Presidio Partnership II Corp. (the "Company")
2(b) State or Place of Organization: Delaware
2(c)(i) Principal Business: The Company's business is acquiring
equity interests in various limited partnerships, including
limited partnerships the general partner of which is
controlled directly or indirectly by Presidio Capital Corp.,
a British Virgin Islands corporation ("PCC"). PCC is the
post-bankruptcy successor to Integrated Resources, Inc.
("Integrated").
All of the outstanding shares of capital stock of the Company
are owned by PCC and Presidio Domestic Holding Company
Limited, a wholly-owned subsidiary of PCC. PCC has
granted to Wexford Management LLC, a Connecticut limited
liability company ("Wexford"), the authority to vote and
dispose of the Units held by the Company pursuant to an
administrative services agreement. The controlling members
of Wexford are Charles E. Davidson and Joseph M. Jacobs.
PCC may, by reason of its status as the indirect sole
shareholder of the Company, be deemed to own beneficially
the Units of which the Company possesses beneficial
ownership. Wexford may, by reason of its status as
administrator of PCC, be deemed to own beneficially the
Units of which the Company possesses beneficial ownership.
Each of Charles E. Davidson and Joseph M. Jacobs may, by
reason of their status as controlling members of Wexford,
be deemed to own beneficially the Units of which the
Company possesses beneficial ownership.
<PAGE>
Page 10 of 24 Pages
Attached hereto as Appendix A is a list of executive
officers and directors of the Company and PCC and the
executive officers and members of Wexford and T-Two
Management LLC, a Delaware limited liability company
("T-Two Management"), setting forth the following
information with respect to each such person:
(a) name and business address,
(b) present principal occupation or employment and
the name, principal business and address of any
corporation or other organization in which such
employment is conducted, and
(c) citizenship.
2(c)(ii) Address of Principal Business and Office: 411 West Putnam
Avenue, Greenwich, Connecticut 06830.
II. Presidio Capital Corp.
2(a) Name: Presidio Capital Corp. ("PCC")
2(b) State or Place of Organization: British Virgin Islands
2(c)(i) Principal Business: PCC is engaged in the sale,
liquidation or other disposition of the assets of
Integrated, title or rights to which were acquired by PCC
pursuant to the Sixth Amended Plan of Reorganization
Submitted by the Steinhardt Group and the Official
Committee of Subordinated Bondholders, as amended, in
Integrated's Chapter 11 reorganization case. PCC is
managed by Presidio Management Company, LLC and Steinhardt
Management Company, Inc., and is administered by Wexford.
PCC and its non-U.S. subsidiaries are administered
offshore by Hemisphere Management (Cayman) Limited.
2(c)(ii) Address of Principal Business and Office: c/o Hemisphere
Management (Cayman) Limited, Zephyr House, Mary Street,
Grand Cayman Islands, British West Indies.
III. Wexford Management LLC
2(a) Name: Wexford Management LLC ("Wexford")
<PAGE>
Page 11 of 24 Pages
2(b) State or Place of Organization: Connecticut
2(c)(i) Principal Business: Wexford is an investment manager and
serves as the administrator of PCC's U.S. assets pursuant to
an administrative services agreement.
As the administrator, Wexford has full power and authority
to supervise the investments of PCC's subsidiaries and to
cause those entities to purchase or sell any asset and
enter into any other investment related transaction,
including lending securities, exercising control over a
company and exercising voting or approval rights.
2(c)(ii) Address of Principal Business and Office:
411 West Putnam Avenue, Greenwich, Connecticut 06830
IV. Charles E. Davidson
2(a) Name: Charles E. Davidson
2(b) Business Address: 411 West Putnam Avenue, Greenwich,
Connecticut 06830
2(c) Principal Employment: Charles E. Davidson is chairman and
a controlling member of Wexford and the chairman and
managing-member of T-Two Management. Mr. Davidson owns
48.05% of Wexford and 50% of T-Two Management. Mr.
Davidson also is: (a) a director and the chairman of the
board of directors of PCC; (b) chairman of DLB Oil and
Gas, Inc., an oil exploration company; (c) chairman of the
board and a director of Resurgence Properties, Inc., a
real estate management company ("Resurgence"); (d) a
director of Technology Service Group, Inc., a company
engaged in the design, development, manufacturing and sale
of public communications products and services; and (e) a
controlling person or an investor in a number of private
companies.
2(f) Citizenship: United States
V. Joseph M. Jacobs
2(a) Name: Joseph M. Jacobs
2(b) Business Address: 411 West Putnam Avenue, Greenwich,
Connecticut 06830
<PAGE>
Page 12 of 24 Pages
2(c) Principal Employment: Joseph M. Jacobs is president,
managing-member and a controlling member of Wexford and
the president and member of T-Two Management. Mr. Jacobs
owns 48.05% of Wexford and 50% of T-Two Management. Mr.
Jacobs also is (a) a director and the chief executive
officer and president of PCC; (b) a director and the chief
executive officer, president and treasurer of Resurgence;
and (c) a controlling person or an investor in a number of
private companies.
2(f) Citizenship: United States
VI. T-Two Partnership Acquisition Company, L.P.
2(a) Name: T-Two Partnership Acquisition Company, L.P. (the
"T-Two Partnership")
2(b) State or Place of Organization: Delaware
2(c)(i) Principal Business: Acquiring equity interests in various
limited partnerships, including limited partnerships the
general partner of which is controlled directly or
indirectly by PCC.
The sole general partner of the T-Two Partnership is T-Two
Management, LLC, a Delaware limited liability company
("T-Two Management"), whose managing-member is Charles E.
Davidson.
T-Two Management may, by reason of its status as the
general partner of the T-Two Partnership, be deemed to own
beneficially the Units of which the T-Two Partnership
possesses beneficial ownership. Charles E. Davidson may, by
reason of his status as managing-member of T-Two
Management, be deemed to own beneficially the Units of
which the T-Two Partnership possesses beneficial
ownership.
2(c)(ii) Address of Principal Business and Office: 411 West Putnam
Avenue, Greenwich, Connecticut 06830.
VII. T-Two Management LLC
2(a) Name: T-Two Management LLC ("T-Two-Management")
2(b) State or Place of Organization: Delaware
2(c)(i) Principal Business: Acquiring equity interests in various
limited partnerships, including limited partnerships the
general partner of which is controlled directly or
indirectly by PCC.
<PAGE>
Page 13 of 24 Pages
2(c)(ii) Address of Principal Business and Office: 411 West Putnam
Avenue, Greenwich, Connecticut 06830.
Criminal Convictions: None of the Reporting Persons have, during the past
five years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
Violations of Federal or State Securities Laws: None of the Reporting Persons
have, during the past five years, been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, Federal or state securities laws or finding any violation with
respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
I. Presidio Partnership II Corp.
During the period from July 9, 1996 through August 16, 1996, the
Company acquired an aggregate of 506,649.055 Units using its working
capital as follows:
<TABLE>
<CAPTION>
DATE OF PURCHASE NUMBER OF UNITS PURCHASE PRICE PER UNIT
---------------- --------------- -----------------------
<S> <C> <C>
7/09/96...... 3,210 $ 3.69
8/01/96...... 1,739.0550 $ 3.79
8/15/96...... 500,000 $ 4.67
8/16/96...... 1,700 $ 4.20
</TABLE>
All Units were purchased on the limited open market for public
partnership interests except for the acquisition on August 15, 1996
which was made in a private transaction with the Detroit Police and
Fire Department Fund.
II. T-Two Partnership Acquisition Company, L.P.
During the period from September 12, 1996 through June 19, 1997, the
T-Two Partnership acquired on the limited open market for public
partnership interests, an aggregate of 63,722.8560 Units using its
working capital as follows:
<TABLE>
<CAPTION>
DATE OF NUMBER PURCHASE PRICE
PURCHASE OF UNITS PER UNIT
--------- ------------- ---------------
<S> <C> <C>
9/12/96.. 3,000 $ 4.25
9/24/96.. 2,116.5920 $ 4.20
9/27/96.. 3,970 $ 3.69
<PAGE>
Page 14 of 24 Pages
10/30/96.. 6,617.2590 $ 4.20
2/19/97.. 4,380 $ 4.25
2/26/97.. 3,817.2020 $ 4.40
3/12/97.. 4,038.8440 $ 4.40
3/25/97.. 4,045.3980 $ 4.40
4/01/97.. 10,503.9210 $ 4.32
5/19/97.. 8,508.4390 $ 4.51
6/19/97.. 13,355.2010 $ 4.92
</TABLE>
ITEM 4. PURPOSE OF TRANSACTIONS.
I. Presidio Partnership II Corp.
The Company acquired the Units in connection with the
liquidation of the general partner positions of the
Company's affiliates in the Partnership in order to
enhance the value of such sales. The Company contemplates
that it may acquire 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.
II. T-Two Partnership Acquisition Company, L.P.
The Units were acquired by the T-Two Partnership for
investment purposes. The T-Two Partnership contemplates that
it may acquire additional Units of the Partnership for
investment purposes.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
I. Presidio Partnership II Corp.
(a) Aggregate Number: 506,649.055 Units of limited partnership
interest. Percentage: 8.9% of the 5,690,843 Units of
limited partnership interest outstanding as reported in
the Partnership's quarterly report on Form 10-Q for the
quarter ended March 31, 1997.
(b) The Company shares the power to vote and the power to
dispose of 506,649.055 Units of limited partnership
interest. All of the outstanding shares of the Company are
owned by PCC. PCC has granted to Wexford the authority to
vote and dispose of such Units pursuant to an administrative
services
<PAGE>
Page 15 of 24 Pages
agreement. The controlling members of Wexford are Charles
E. Davidson and Joseph M. Jacobs.
(c) No transactions during the past 60 days.
(d) Not Applicable.
(e) Not Applicable.
II. Presidio Capital Corp.
(a) Aggregate Number: 506,649.055 Units of limited
partnership interest. Percentage: 8.9% of the 5,690,843
Units of limited partnership interest outstanding as
reported in the Partnership's quarterly report on Form
10-Q for the quarter ended March 31, 1997.
(b) PCC shares the power to vote and the power to dispose of
506,649.055 Units of limited partnership interest.
(c) No transactions during the past 60 days.
(d) Not Applicable.
(e) Not Applicable.
III. Wexford Management LLC
(a) Aggregate Number: 506,649.055 Units of limited
partnership interest. Percentage: 8.9% of the 5,690,843
Units of limited partnership interest outstanding as
reported in the Partnership's quarterly report on Form
10-Q for the quarter ended March 31, 1997.
(b) Wexford shares the power to vote and the power to dispose
of 506,649.055 Units of limited partnership interest.
(c) No transactions during the past 60 days.
(d) Not Applicable.
(e) Not Applicable.
<PAGE>
Page 16 of 24 Pages
IV. Charles E. Davidson
(a) Aggregate Number: 570,371.911 Units of limited
partnership interest. Percentage: 10% of the 5,690,843
Units of limited partnership interest outstanding as
reported in the Partnership's quarterly report on Form
10-Q for the quarter ended March 31, 1997.
(b) Mr. Davidson shares the power to vote and the power to
dispose of 570,371.911 Units of limited partnership interest.
(c) No transactions during the past 60 days.
(d) Not Applicable.
(e) Not Applicable.
V. Joseph M. Jacobs
(a) Aggregate Number: 570,371.911 Units of limited
partnership interest. Percentage: 10% of the 5,690,843
Units of limited partnership interest outstanding as
reported in the Partnership's quarterly report on Form
10-Q for the quarter ended March 31, 1997.
(b) Mr. Davidson shares the power to vote and the power to
dispose of 570,371.911 Units of limited partnership
interest.
(c) No transactions during the past 60 days.
(d) Not Applicable.
(e) Not Applicable.
VI. T-Two Partnership Acquisition Company, L.P.
(a) Aggregate Number: 63,722.8560 Units of limited
partnership interest. Percentage: 1.1% of the 5,690,843
Units of limited partnership interest outstanding as
reported in the Partnership's quarterly report on Form
10-Q for the quarter ended March 31, 1997.
(b) The T-Two Partnership shares the power to vote and the
power to dispose of 63,722.8560 Units of limited
partnership interest. The sole general partner of
<PAGE>
Page 17 of 24 Pages
the T-Two Partnership is T-Two Management LLC, a Delaware
limited liability company whose managing-member is Charles
E. Davidson.
(c) Other than as reported in Item 3 above, there were no
transactions by the T-Two Partnership during the past 60
days.
(d) Not Applicable
(e) Not Applicable
VI. T-Two Management LLC
(a) Aggregate Number: 63,722.8560 Units of limited
partnership interest. Percentage: 1.1% of the 5,690,843
Units of limited partnership interest outstanding as
reported in the Partnership's quarterly report on Form
10-Q for the quarter ended March 31, 1997.
(b) T-Two Management shares the power to vote and the power to
dispose of 63,722.8560 Units of limited partnership
interest.
(c) No transactions during the past 60 days.
(d) Not Applicable
(e) Not Applicable
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
There is no formal agreement between the Company and the T-Two
Partnership with respect to the securities of the Partnership. The
Company's sole shareholder, PCC, is a party to an administrative
services agreement with Wexford, pursuant to which Wexford manages
the investments of the Company and has been granted authority to vote
and dispose of the Units held by the Company. The principals of
Wexford are the indirect control parties of the T-Two Partnership.
Item 7. Material to be Filed as Exhibits.
Exhibit A - Consent to Joint Filing
<PAGE>
Page 18 of 24 Pages
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
PRESIDIO PARTNERSHIP II CORP.
DATED: August 6, 1997 By: /s/ Arthur Amron
--------------------------------
Name: Arthur Amron
Title: Vice President
PRESIDIO CAPITAL CORP.
By: WEXFORD MANAGEMENT LLC, as Agent
DATED: August 6, 1997 By: /s/ Arthur Amron
--------------------------------
Name: Arthur Amron
Title: Senior Vice President
WEXFORD MANAGEMENT LLC
DATED: August 6, 1997 By: /s/ Arthur Amron
--------------------------------
Name: Arthur Amron
Title: Senior Vice President
DATED: August 6, 1997 /s/ Charles E. Davidson
------------------------------------
Charles E. Davidson
DATED: August 6, 1997 /s/ Joseph M. Jacobs
------------------------------------
Joseph M. Jacobs
<PAGE>
Page 19 of 24 Pages
T-TWO PARTNERSHIP ACQUISITION
COMPANY, L.P.
By: T-Two Management LLC, its
general partner
DATED: August 6, 1997 By: /s/ Arthur Amron
------------------------------------
Name: Arthur Amron
Title: Vice President
T-TWO MANAGEMENT LLC
DATED: August 6, 1997 By: /s/ Arthur Amron
------------------------------------
Name: Arthur Amron
Title: Vice President
<PAGE>
Page 20 of 24 Pages
EXHIBIT 99.A
CONSENT TO JOINT FILING
Presidio Partnership II Corp., Presidio Capital Corp., Wexford Management
LLC, Charles E. Davidson, Joseph M. Jacobs, T-Two Partnership Acquisition, L.P.
and T-Two Management LLC hereby consent to the joint filing of this Amendment
No. 1 to Schedule 13D with respect to the Units of limited partnership
interest of Resources Pension Shares 5, L.P. and agree that this Amendment
No. 1 to Schedule 13D is filed on behalf of each of them.
PRESIDIO PARTNERSHIP II CORP.
DATED: August 6, 1997 By: /s/ Arthur Amron
--------------------------------
Name: Arthur Amron
Title: Vice President
PRESIDIO CAPITAL CORP.
By: WEXFORD MANAGEMENT LLC, as Agent
DATED: August 6, 1997 By: /s/ Arthur Amron
--------------------------------
Name: Arthur Amron
Title: Senior Vice President
WEXFORD MANAGEMENT LLC
DATED: August 6, 1997 By: /s/ Arthur Amron
--------------------------------
Name: Arthur Amron
Title: Senior Vice President
DATED: August 6, 1997 /s/ Charles E. Davidson
------------------------------------
Charles E. Davidson
DATED: August 6, 1997 /s/ Joseph M. Jacobs
------------------------------------
Joseph M. Jacobs
<PAGE>
Page 21 of 24 Pages
T-TWO PARTNERSHIP ACQUISITION
COMPANY, L.P.
By: T-Two Management LLC, its
general partner
DATED: August 6, 1997 By: /s/ Arthur Amron
--------------------------------
Name: Arthur Amron
Title: Vice President
T-TWO MANAGEMENT, LLC
DATED: August 6, 1997 By: /s/ Arthur Amron
--------------------------------
Name: Arthur Amron
Title: Vice President
<PAGE>
Page 22 of 24 Pages
APPENDIX A
The name and principal employment of each of the executive officers and
directors of Presidio Partnership II Corp. and Presidio Capital Corp. and the
executive officers and members of Wexford Management LLC and T-Two Management
LLC are set forth below. All of these person are United States citizens, and
have as their business address 411 West Putnam Avenue, Greenwich, Connecticut
06830.
<TABLE>
<CAPTION>
Presidio Partnership II Corp.
POSITION WITH PRESIDIO
NAME PARTNERSHIP II CORP.
- -------------------------------------------------------- --------------------------------------------------------
<S> <C>
Robert Holtz President and Director
Jay Maymudes Director, Vice President, Secretary and Treasurer
Mark Plaumann Vice President
Arthur Amron Vice President and Assistant Secretary
Frank Goveia Assistant Secretary
</TABLE>
<TABLE>
<CAPTION>
Presidio Capital Corp.
NAME POSITION WITH PCC
- -------------------------------------------------------- --------------------------------------------------------
<S> <C>
Charles E. Davidson Chairman of the Board
Martin L. Edelman Director
Robert Holtz Secretary and Vice President
Joseph M. Jacobs Director, Chief Executive Officer and President
Jay Maymudes Chief Financial Officer, Treasurer and Vice President
Dean J. Takahashi Director
Paul T. Walker Director
</TABLE>
<PAGE>
Page 23 of 24 Pages
<TABLE>
<CAPTION>
WEXFORD MANAGEMENT LLC
NAME POSITION WITH WEXFORD
- -------------------------------------------------------- --------------------------------------------------------
<S> <C>
Charles E. Davidson Chairman and Controlling Member
Joseph M. Jacobs President, Managing Member and Controlling Member
Arthur H. Amron Senior Vice President and General Counsel
Robert Holtz Senior Vice President and Assistant Secretary
Jay Maymudes Chief Financial Officer, Treasurer and Senior Vice
President
Mark Plaumann Senior Vice President
</TABLE>
<TABLE>
<CAPTION>
T-TWO MANAGEMENT LLC
POSITION WITH T-TWO
NAME MANAGEMENT
- -------------------------------------------------------- --------------------------------------------------------
<S> <C>
Charles E. Davidson Chairman and Managing Member
Joseph M. Jacobs President and Member
Arthur H. Amron Vice President and Assistant Secretary
Robert Holtz Vice President
Jay Maymudes Secretary, Treasurer and Vice President
Mark Plaumann Vice President
</TABLE>
PRINCIPAL EMPLOYMENT
Martin L. Edelman has been a director of PCC 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 PCC since November 1994. Mr.
Takahashi is a senior director of investments-endowment management of Yale
University. Since 1986,
<PAGE>
Page 24 of 24 Pages
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 PCC 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 is the president and a director of Presidio Partnership II
Corp., a senior vice president and assistant secretary of Wexford, a vice
president of T-Two Management. Mr. Holtz has also been a vice president and
secretary of PCC since its formation. Mr. Holtz has been a vice president and
assistant secretary of Resurgence since its formation.
Jay L. Maymudes is a director, vice president, secretary and the treasurer
of Presidio Partnership II Corp., a vice president, secretary and treasurer of
T-Two Management, and has been a vice president, treasurer and chief financial
officer of PCC 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 is a vice president and assistant secretary of Presidio
Partnership II Corp. and T-Two Management. Since January 1996, Mr. Amron has
been senior vice president and general counsel of Wexford. Also, from November
1994 to December 1995, Mr. Amron was the General Counsel and, since March 1995,
a vice president of Wexford Management Corp. From 1992 through November 1994,
Mr. Amron was an attorney with the law firm of Schulte, Roth & Zabel.
Previously, Mr. Amron was an attorney with the law firm of Debevoise & Plimpton.
Mark Plaumann has served as a director and vice president of PCC since March
1995. Mr. Plaumann has been a senior vice president of Wexford since January
1996. Mr. Plaumann also serves as a vice president of Presidio Partnership II
Corp. and T-Two Management. Mr. Plaumann was employed by Alvarez and Marsel,
Inc. as a Managing Director from February 1990 through January 1995, by American
Healthcare Management Inc. from February 1985 to January 1990 and by Ernst &
Young from January 1973 to February 1985.
Frank Goveia has served as chief operating officer and senior vice president
of Wexford since January 1996. Mr. Goveia was associated with Integrated from
February 1983 to November 1994, and was a senior vice president since 1990,
primarily involved in financial reporting and controls.
