SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
July 25, 1997
RESOURCES PENSION SHARES 5, L.P.
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(Exact name of registrant as specified in its charter)
DELAWARE 0-15690 13-3353722
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
c/o Wexford Management
411 West Putnam Avenue, Greenwich, CT 06830
(Address of principal executive offices)
(203) 862-7000
(Registrant's telephone number, including area code)
None
(Former name, or former address, if changed since last report)
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Item 1. Changes in Control of Registrant
On July 25, 1997, Wexford Management LLC ("Wexford"), the administrator
for Presidio Capital Corp. ("Presidio") the parent company of Resources Capital
Corp., Resources Pension Advisory Corp., and Presidio AGP Corp., the
Administrative, Investment and Associate General Partners, respectively, of
Resources Pension Shares 5, L.P. (the "Partnership"), received notice from
Presidio Holding Company, LLC, which stated that it is the holder of 63% of the
outstanding Class A common shares of Presidio, that it was seeking to remove the
three current Class A directors and replacing them with Edward Scheetz, David
Hamamoto and David King effective as of 12:00 p.m. on September 2, 1997. Wexford
has not determined whether Presidio Holding Company, LLC hs the right to seek
and obtain removal or replacement of the current Class A directors pursuant to
such notice. If such holder's ownership is confirmed, the other Class A
shareholders will be entitled to certain representation on the Board.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Resources Pension Shares 5, L.P.
By: Resources Capital Corp.
Dated: August 7, 1997 By: /s/Jay L. Maymudes
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Jay L. Maymudes
Vice President, Secretary,
and Treasurer
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