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UNITED STATES
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 H. Amron
411 West Putnam Avenue
Greenwich, CT 06830
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
September 15, 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 this
statement [ ]. A fee is not required only if the filing 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 the disclosures provided
in a prior cover page.
The information required in 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. 42990810
1 NAME OF REPORTING PERSONS
Presidio Partnership II Corp.
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
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-
LIMITED
PARTNERSHIP 8 SHARED VOTING POWER 506,649.055
UNITS
BENEFICIALLY 9 SOLE DISPOSITIVE POWER -0-
OWNED BY
EACH 10 SHARED DISPOSITIVE POWER 506,649.055
REPORTING
PERSON WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
506,649.055
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
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
CUSIP No. 42990810
1 NAME OF REPORTING PERSONS
Presidio Capital Corp.
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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-
LIMITED
PARTNERSHIP 8 SHARED VOTING POWER 506,649.055
UNITS
BENEFICIALLY 9 SOLE DISPOSITIVE POWER -0-
OWNED BY
EACH 10 SHARED DISPOSITIVE POWER 506,649.055
REPORTING
PERSON WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
506,649.055
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
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
CUSIP No. 42990810
1 NAME OF REPORTING PERSONS
Wexford Management LLC
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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-
LIMITED
PARTNERSHIP 8 SHARED VOTING POWER 506,649.055
UNITS
BENEFICIALLY 9 SOLE DISPOSITIVE POWER -0-
OWNED BY
EACH 10 SHARED DISPOSITIVE POWER 506,649.055
REPORTING
PERSON WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
506,649.055
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
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
CUSIP No. 42990810
1 NAME OF REPORTING PERSONS
Charles E. Davidson
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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-
LIMITED
PARTNERSHIP 8 SHARED VOTING POWER 506,649.055
UNITS
BENEFICIALLY 9 SOLE DISPOSITIVE POWER -0-
OWNED BY
EACH 10 SHARED DISPOSITIVE POWER 506,649.055
REPORTING
PERSON WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
506,649.055
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*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
CUSIP No. 42990810
1 NAME OF REPORTING PERSONS
Joseph M. Jacobs
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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-
LIMITED
PARTNERSHIP 8 SHARED VOTING POWER 506,649.055
UNITS
BENEFICIALLY 9 SOLE DISPOSITIVE POWER -0-
OWNED BY
EACH 10 SHARED DISPOSITIVE POWER 506,649.055
REPORTING
PERSON WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
506,649.055
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*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
The Reporting Persons file this Amendment No. 1 to their
Schedule 13-D, dated August 6, 1997 (the "Schedule 13-D"), to
report the sale by Charles E. Davidson and Joseph M. Jacobs of
their interests in the partners of T-Two Partnership Acquisition
Co., L.P. ("T-Two PAC"), which owns 70,387.976 limited
partnership units of Resources Pension Shares 5, L.P. (the
"Issuer"). Unless otherwise defined herein, capitalized terms
shall have the same meanings as in the Schedule 13-D.
Item 2. Identity and Background
Item 2 is amended by the addition of the following
paragraphs:
Until August 28, 1997, Messrs. Davidson and Jacobs were
directors of Presidio Capital Corp. ("PCC"); on August 28, 1997,
they both resigned as directors. Mr. Jacobs is the president of
PCC.
Until September 15, 1997, Messrs. Davidson and Jacobs
were general partners of Roundhill Associates Limited Partnership
and Mr. Davidson was general partner and Mr. Jacobs was president
and a limited partner of Roundhill Associates Limited Partnership
II (together with Roundhill Associates Limited Partnership, the
"Roundhilll Partnerships"). The Roundhill Partnerships are the
sole members of T-Two Holding LLC, which owns 99% of the limited
partnership interests of T-Two PAC. In addition, until September
15, 1997, Messrs Davidson and Jacobs owned all of the partnership
interests in T-Two Management LLC ("T-Two Management"), which is
the general partner of T-Two PAC. On September 15, 1997, Messrs.
Davidson and Jacobs sold their interests in the Roundhill
Partnerships and T-Two Management to an unaffiliated purchaser.
Wexford Management LLC is an investment manager to and
serves as the administrator of PCC's U.S. assets pursuant to an
administrative services agreement. On November 3, 1997, that
agreement will terminate and Wexford no longer will serve an
investment manager to or administrator of PCC's U.S. assets.
Item 3.
Item 3 is amended by the addition of the following
paragraph:
On August 4, 1997, T-Two PAC purchased 6,665.12 units for $4.80 per unit.
Item 5. Interest in Securities of the Issuer
Paragraphs "III" through "V" of Item 5 are amended in
their entirety as set forth below:
III. Wexford Management LLC
(a) Aggregate number of shares of Common Stock
beneficially owned:
Percentage: 8.9%
(b) 1. Sole power to vote or to direct vote: -0-
2. Shared power to vote or to direct vote:
506,649.055
3. Sole power to dispose or to direct the
disposition: -0-
4. Shared power to dispose or to direct the
disposition: 506,649.055
(c) Other than as reported in items 2 and 3 above, there
were no transactions by Wexford during
the past 60 days.
(d) Wexford 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 Units.
(e) Not applicable.
IV. Charles E. Davidson
(a) Aggregate number of Units
beneficially owned: 506,649.055
Percentage: 8.9%
(b)
1. Sole power to vote or to direct vote: -0-
2. Shared power to vote or to direct vote:
506,649.055
3. Sole power to dispose or to direct the
disposition: -0-
4. Shared power to dispose or to direct the
disposition: 506,649.055
(c) Other than as reported in items 2 and 3 above, there
were no transactions by Mr. Davidson during
the past 60 days.
(d) Mr. Davidson 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 Units.
(e) Not applicable.
V. Joseph M. Jacobs
(a) Aggregate number of shares of Units
beneficially owned:
Percentage: 8.9%
(b)1. Sole power to vote or to direct vote: -0-
2. Shared power to vote or to direct vote:
506,649.055
3. Sole power to dispose or to direct the
disposition: -0-
4. Shared power to dispose or to direct the
disposition: 506,649.055
(c)
Other than as reported in items 2 and 3 above, there
were no transactions by Mr. Jacobs during
the past 60 days.
(d) Mr. Jacobs 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 Units.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
Item 6 is amended in its entirety as follows:
There are no contracts, arrangements,
understandings or relationships (legal or otherwise)
between the undersigned and any other persons with
respect to any securities of the Issuer.
Item 7. Material to Be Filed as Exhibits
Signature
After reasonable inquiry and to the best of my knowledge and
belief, each of the undersigned certifies that the information
set forth in this statement is true, complete and correct.
Dated: October 22, 1997
PRESIDIO CAPITAL CORP.
By: /s/Arthur Amron
Name: Arthur Amron
Title: Senior Vice President
PRESIDIO PARTNERSHIP II CORP.
By: /s/Arthur Amron
Name: Arthur Amron
Title: Senior Vice President
WEXFORD MANAGEMENT LLC
By: /s/Arthur Amron
Name: Arthur H. Amron
Title: Vice President
By: /s/Charles E. Davidson
Charles E. Davidson
By: /s/Joseph M. Jacobs
Joseph M. Jacobs
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.
PRESIDIO CAPITAL CORP.
By: /s/Arthur Amron
Name: Arthur Amron
Title: Senior Vice President
PRESIDIO PARTNERSHIP II CORP.
By: /s/Arthur Amron
Name: Arthur Amron
Title: Vice President
WEXFORD MANAGEMENT LLC
By: /s/Arthur Amron
Name: Arthur H. Amron
Title: Senior Vice President
By: /s/Charles E. Davidson
Charles E. Davidson
By: /s/Joseph M. Jacobs
Joseph M. Jacobs
