<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
AMENDMENT NO. 3
UNDER THE SECURITIES EXCHANGE ACT OF 1934
RESOURCES PENSION SHARES 5, L.P.
(NAME OF ISSUER)
UNITS OF LIMITED PARTNERSHIP INTERESTS
(TITLE OF CLASS OF SECURITIES)
42990810
(CUSIP NUMBER)
JUDITH D. FRYER, ESQ.
GREENBERG, TRAURIG, HOFFMAN, LIPOFF, ROSEN & QUENTEL
200 PARK AVENUE, 15TH FLOOR
NEW YORK, NEW YORK 10022
(212) 801-9200
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)
JANUARY 14, 1998
(DATES OF EVENTS WHICH REQUIRE 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 40 Pages)
<PAGE> 2
Page 2 of 40 Pages
CUSIP NO. 42990810
(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
Shares Bene-
ficially (8) Shared Voting Power 552,410.6*
Owned by Each
Reporting (9) Sole Dispositive Power 0
Person With
(10) Shared Dispositive Power 552,410.6*
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
552,410.6
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(13) Percent of Class Represented by Amount in Row (11) 9.7%
(14) Type of Reporting Person CO
*See Item 5.
<PAGE> 3
Page 3 of 40 Pages
CUSIP NO. 42990810
(1) Name of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
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 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
Shares Bene-
ficially (8) Shared Voting Power 70,388*
Owned by Each
Reporting (9) Sole Dispositive Power 0
Person With
(10) Shared Dispositive Power 70,388*
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
70,388
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(13) Percent of Class Represented by Amount in Row (11) 1.2%
(14) Type of Reporting Person PN
* See Item 5.
<PAGE> 4
Page 4 of 40 Pages
CUSIP NO. 42990810
(1) Name of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
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 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
Shares Bene-
ficially (8) Shared Voting Power 70,388*
Owned by Each
Reporting (9) Sole Dispositive Power 0
Person With
(10) Shared Dispositive Power 70,388*
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
70,388
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(13) Percent of Class Represented by Amount in Row (11) 1.2%
(14) Type of Reporting Person OO
* See Item 5.
<PAGE> 5
Page 5 of 40 Pages
CUSIP NO. 42990810
(1) Name of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
T-Two Holding, 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 DELAWARE
Number of (7) Sole Voting Power 0
Shares Bene-
ficially (8) Shared Voting Power 70,388*
Owned by Each
Reporting (9) Sole Dispositive Power 0
Person With
(10) Shared Dispositive Power 70,388*
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
70,388
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(13) Percent of Class Represented by Amount in Row (11) 1.2%
(14) Type of Reporting Person OO
* See Item 5.
<PAGE> 6
Page 6 of 40 Pages
CUSIP NO. 42990810
(1) Name of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
Roundhill Associates Limited Partnership
(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
Shares Bene-
ficially (8) Shared Voting Power 70,388*
Owned by Each
Reporting (9) Sole Dispositive Power 0
Person With
(10) Shared Dispositive Power 70,388*
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
70,388
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(13) Percent of Class Represented by Amount in Row (11) 1.2%
(14) Type of Reporting Person PN
* See Item 5.
<PAGE> 7
Page 7 of 40 Pages
CUSIP NO. 42990810
(1) Name of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
Roundhill Associates Limited Partnership II
(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
Shares Bene-
ficially (8) Shared Voting Power 70,388*
Owned by Each
Reporting (9) Sole Dispositive Power 0
Person With
(10) Shared Dispositive Power 70,388*
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
70,388
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(13) Percent of Class Represented by Amount in Row (11) 1.2%
------
(14) Type of Reporting Person PN
* See Item 5.
<PAGE> 8
Page 8 of 40 Pages
CUSIP NO. 42990810
(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 WC
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
(6) Citizenship or Place of Organization BRITISH VIRGIN ISLANDS
Number of (7) Sole Voting Power 0
Shares Bene-
ficially (8) Shared Voting Power 552,410.6*
Owned by Each
Reporting (9) Sole Dispositive Power 0
Person With
(10) Shared Dispositive Power 552,410.6*
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
552,410.6
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(13) Percent of Class Represented by Amount in Row (11) 9.7%
(14) Type of Reporting Person CO
*See Item 5.
<PAGE> 9
Page 9 of 40 Pages
CUSIP NO. 42990810
(1) Name of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
Presidio Holding Company, LLC
(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
Shares Bene-
ficially (8) Shared Voting Power 622,798.6*
Owned by Each
Reporting (9) Sole Dispositive Power 0
Person With
(10) Shared Dispositive Power 622,798.6*
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
622,798.6
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(13) Percent of Class Represented by Amount in Row (11) 10.9%
(14) Type of Reporting Person OO
*See Item 5.
<PAGE> 10
Page 10 of 40 Pages
CUSIP NO. 42990810
(1) Name of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
Northstar Operating, 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 DELAWARE
Number of (7) Sole Voting Power 0
Shares Bene-
ficially (8) Shared Voting Power 622,798.6*
Owned by Each
Reporting (9) Sole Dispositive Power 0
Person With
(10) Shared Dispositive Power 622,798.6*
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
622,798.6
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(13) Percent of Class Represented by Amount in Row (11) 10.9%
-------
(14) Type of Reporting Person OO
*See Item 5.
<PAGE> 11
Page 11 of 40 Pages
CUSIP NO. 42990810
(1) Name of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
Northstar Capital Partners, 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 DELAWARE
Number of (7) Sole Voting Power 0
Shares Bene-
ficially (8) Shared Voting Power 622,798.6*
Owned by Each
Reporting (9) Sole Dispositive Power 0
Person With
(10) Shared Dispositive Power 622,798.6*
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
622,798.6
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(13) Percent of Class Represented by Amount in Row (11) 10.9%
(14) Type of Reporting Person OO
*See Item 5.
<PAGE> 12
Page 12 of 40 Pages
CUSIP NO. 42990810
(1) Name of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
Northstar Capital Holdings I, 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 DELAWARE
Number of (7) Sole Voting Power 0
Shares Bene-
ficially (8) Shared Voting Power 622,798.6*
Owned by Each
Reporting (9) Sole Dispositive Power 0
Person With
(10) Shared Dispositive Power 622,798.6*
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
622,798.6
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(13) Percent of Class Represented by Amount in Row (11) 10.9%
(14) Type of Reporting Person OO
*See Item 5.
<PAGE> 13
Page 13 of 40 Pages
CUSIP NO. 42990810
(1) Name of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
Northstar Capital Holdings II, 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 DELAWARE
Number of (7) Sole Voting Power 0
Shares Bene-
ficially (8) Shared Voting Power 622,798.6*
Owned by Each
Reporting (9) Sole Dispositive Power 0
Person With
(10) Shared Dispositive Power 622,798.6*
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
622,798.6
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(13) Percent of Class Represented by Amount in Row (11) 10.9%
(14) Type of Reporting Person OO
*See Item 5.
<PAGE> 14
Page 14 of 40 Pages
CUSIP NO. 42990810
(1) Name of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
Northstar Presidio Management Company, LLC
(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 NEW YORK
Number of (7) Sole Voting Power 0
Shares Bene-
ficially (8) Shared Voting Power 622,798.6*
Owned by Each
Reporting (9) Sole Dispositive Power 0
Person With
(10) Shared Dispositive Power 622,798.6*
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
622,798.6
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(13) Percent of Class Represented by Amount in Row (11) 10.9%
(14) Type of Reporting Person OO
*See Item 5.
<PAGE> 15
Page 15 of 40 Pages
CUSIP NO. 42990810
(1) Name of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
W. Edward Scheetz
(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 UNITED STATES
Number of (7) Sole Voting Power 0
Shares Bene-
ficially (8) Shared Voting Power 622,798.6*
Owned by Each
Reporting (9) Sole Dispositive Power 0
Person With
(10) Shared Dispositive Power 622,798.6*
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
622,798.6
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(13) Percent of Class Represented by Amount in Row (11) 10.9%
(14) Type of Reporting Person IN
*See Item 5.
<PAGE> 16
Page 16 of 40 Pages
CUSIP NO. 42990810
(1) Name of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
David Hamamoto
(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 UNITED STATES
Number of (7) Sole Voting Power 0
Shares Bene-
ficially (8) Shared Voting Power 622,798.6*
Owned by Each
Reporting (9) Sole Dispositive Power 0
Person With
(10) Shared Dispositive Power 622,798.6*
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
622,798.6
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(13) Percent of Class Represented by Amount in Row (11) 10.9%
(14) Type of Reporting Person IN
*See Item 5.
<PAGE> 17
Page 17 of 40 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.
This statement is being filed by Presidio Partnership II
Corp., a Delaware corporation ("Presidio Partnership"), T-Two
Partnership Acquisition Company, L.P., a Delaware limited partnership
("T-Two Partnership"), T-Two Management, LLC, a Delaware limited
liability company ("T-Two Management"), T-Two Holding, LLC, a Delaware
limited liability company ("T-Two Holding"), Roundhill Associates
Limited Partnership, a Connecticut limited partnership ("Roundhill"),
Roundhill Associates Limited Partnership II, a Connecticut limited
partnership ("Roundhill II"), Presidio Capital Corp., a British Virgin
Islands corporation ("Presidio"), Presidio Holding Company, LLC, a New
York limited liability company ("PHC"), Northstar Operating, LLC, a
Delaware limited liability company ("Northstar"), Northstar Capital
Partners, LLC, a Delaware limited liability company, ("NCP"), Northstar
Capital Holdings I, LLC, a Delaware limited liability company ("NCHI"),
Northstar Capital Holdings II, LLC, a Delaware limited liability
company ("NCHII"), Northstar Presidio Management Company, LLC, a New
York limited liability company ("NP Management"), W. Edward Scheetz and
David Hamamoto (collectively, the "Reporting Persons"), with respect to
the Units beneficially owned by the Reporting Persons.
Presidio Partnership is a direct wholly-owned subsidiary of
Presidio. Presidio's principal business address is 411 West Putnam
Avenue, Greenwich, Connecticut 06830. T-Two Partnership is a direct
wholly-owned subsidiary of PHC. PHC's principal business address is 411
West Putnam Avenue, Greenwich, Connecticut 06830. The two members of
T-Two Partnership are T-Two Management which holds a 1% interest and
T-Two Holding which holds a 99% interest. The principal business
address of Presidio Partnership, T-Two Partnership, T-Two Management
and T-Two Holding is 411 West Putnam Avenue, Greenwich, Connecticut
06830. Roundhill and Roundhill II each hold a 50% interest in T-Two
Holding. Roundhill and Roundhill II's principal business address is 411
West Putnam Avenue, Greenwich, Connecticut 06830.
PHC holds approximately 67.6% of the outstanding shares of
Presidio. The members of PHC are Northstar, which holds a 99% interest
and Polaris Operating, LLC, a Delaware limited liability company
("Polaris"), which holds a 1% interest. Northstar
<PAGE> 18
Page 18 of 40 Pages
and Polaris also own 99% and 1% respectively of NP Management, whose
principal business address is 411 West Putnam Avenue, Greenwich,
Connecticut 06830.
Each of Northstar and Polaris principal business address is
527 Madison Avenue, 17th Floor, New York, New York 10022. Polaris has
two members, Northstar, which holds a 99% interest, and Sextant
Operating Corp., a Delaware corporation ("Sextant"), which holds a 1%
interest. The principal business address of Sextant is 527 Madison
Avenue, 17th Floor, New York, New York 10022.
Northstar has two members, NCP, which holds a 99% interest and
NCHI, which holds a 1% interest. Each of NCP, NCHI and NCHII principal
business address is 527 Madison Avenue, 17th Floor, New York, New York
10022. The members of NCP are NCHI, which holds a 74.75% interest, and
NCHII which holds a 25.25% interest.
NCHI has two members, Mr. Scheetz and Mr. Hamamoto, each of
whom holds a 50% interest. Mr. Scheetz and Mr. Hamamoto are each United
States citizens whose principal business address is 527 Madison Avenue,
17th Floor, New York, New York 10022.
For certain information concerning the executive officers and
directors of Presidio Partnership, T-Two Partnership, T-Two Management,
T-Two Holding, Roundhill, Roundhill II, Presidio, PHC, Northstar, NCP,
NCHI, NCHII, NP Management, Polaris and Sextant, see Appendix A.
None of the Reporting Persons have, during the past five
years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
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 August 28, 1997 through February 4,
1998, the Presidio Partnership acquired an aggregate of
45,751.6 Units using its working capital as follows:
<PAGE> 19
Page 19 of 40 Pages
<TABLE>
<CAPTION>
DATE OF PURCHASE NUMBER OF UNITS PURCHASE PRICE PER UNIT
- ---------------- --------------- -----------------------
<S> <C> <C>
8/28/97 724.000 $4.92
11/24/97 421.000 $5.70
11/24/97 1,235.569 $5.70
11/24/97 5,040.000 $5.70
12/2/97 10,080.000 $5.50
12/5/97 7,208.295 $5.42
12/8/97 1,500.000 $5.70
1/9/98 10,405.236 $5.64
1/14/98 800.000 $5.50
2/2/98 7,592.291 $5.64
2/4/98 755.178 $5.64
</TABLE>
All Units were purchased on the limited open market for public
partnership interests.
II. T-TWO PARTNERSHIP ACQUISITION COMPANY, L.P.
On August 4, 1997, the T-Two Partnership acquired on the
limited open market for public partnership interests,
6,665.120 Units using its working capital.
ITEM 4. PURPOSE OF TRANSACTIONS.
I. PRESIDIO PARTNERSHIP II CORP.
The Units were acquired by the Presidio Partnership for
investment purposes. The Presidio Partnership contemplates
that it may acquire additional Units of the Partnership for
investment purposes.
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.
<PAGE> 20
Page 20 of 40 Pages
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
I. PRESIDIO PARTNERSHIP II CORP.
(a) Aggregate Number: 552,410.6 Units of limited partnership
interest. Percentage: 9.7% 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 September 30, 1997.
(b) The Presidio Partnership shares the power to vote and the
power to dispose of 552,410.6 Units of limited partnership
interest. All of the outstanding shares of the Presidio
Partnership are owned by Presidio.
(c) Other than as reported in Item 3 above, there were no
transactions by the Presidio Partnership during the past 60
days.
(d) Not Applicable.
(e) Not Applicable.
II. T-TWO PARTNERSHIP ACQUISITION COMPANY, L.P.
(a) Aggregate Number: 70,388 Units of limited partnership
interest. Percentage: 1.2% 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 September 30, 1997.
(b) The T-Two Partnership shares the power to vote and the power
to dispose of 70,388 Units of limited partnership interest.
The sole general partner of T-Two Partnership is T-Two
Management.
(c) No transactions during the past 60 days.
(d) Not Applicable.
(e) Not Applicable.
III. T-TWO MANAGEMENT, LLC
(a) Aggregate Number: 70,388 Units of limited partnership
interest. Percentage: 1.2% 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 September 30, 1997.
<PAGE> 21
Page 21 of 40 Pages
(b) T-Two Management shares the power to vote and the power to
dispose of 70,388 Units of limited partnership interest.
(c) No transactions during the past 60 days.
(d) Not Applicable.
(e) Not Applicable.
IV. T-TWO HOLDING, LLC
(a) Aggregate Number: 70,388 Units of limited partnership
interest. Percentage: 1.2% 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 September 30, 1997.
(b) T-Two Holding shares the power to vote and the power to
dispose of 70,388 Units of limited partnership interest.
(c) No transactions during the past 60 days.
(d) Not Applicable.
(e) Not Applicable.
V. ROUNDHILL ASSOCIATES LIMITED PARTNERSHIP
(a) Aggregate Number: 70,388 Units of limited partnership
interest. Percentage: 1.2% 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 September 30, 1997.
(b) Roundhill shares the power to vote and the power to dispose of
70,388 Units of limited partnership interest.
(c) No transactions during the past 60 days.
(d) Not Applicable.
(e) Not Applicable.
<PAGE> 22
Page 22 of 40 Pages
VI. ROUNDHILL ASSOCIATES LIMITED PARTNERSHIP II
(a) Aggregate Number: 70,388 Units of limited partnership
interest. Percentage: 1.2% 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 September 30, 1997.
(b) Roundhill II shares the power to vote and the power to dispose
of 70,388 Units of limited partnership interest.
(c) No transactions during the past 60 days.
(d) Not Applicable.
(e) Not Applicable.
VII. PRESIDIO CAPITAL CORP.
(a) Aggregate Number: 552,410.6 Units of limited partnership
interest. Percentage: 9.7% 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 September 30, 1997.
(b) Presidio shares the power to vote and the power to dispose of
552,410.6 Units of limited partnership interest.
(c) No transactions during the past 60 days.
(d) Not Applicable.
(e) Not Applicable.
VIII. PRESIDIO HOLDING COMPANY, LLC
(a) Aggregate Number: 622,798.6 Units of limited partnership
interest. Percentage: 10.9% 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 September 30, 1997.
(b) PHC shares the power to vote and the power to dispose of
622,798.6 Units of limited partnership interest.
(c) No transactions during the past 60 days.
(d) Not Applicable.
<PAGE> 23
Page 23 of 40 Pages
(e) Not Applicable.
IX. NORTHSTAR OPERATING, LLC
(a) Aggregate Number: 622,798.6 Units of limited partnership
interest. Percentage: 10.9% 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 September 30, 1997.
(b) Northstar shares the power to vote and the power to dispose of
622,798.6 Units of limited partnership interest.
(c) No transactions during the past 60 days.
(d) Not Applicable.
(e) Not Applicable.
X. NORTHSTAR CAPITAL PARTNERS, LLC
(a) Aggregate Number: 622,798.6 Units of limited partnership
interest. Percentage: 10.9% 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 September 30, 1997.
(b) NCP shares the power to vote and the power to dispose of
622,798.6 Units of limited partnership interest.
(c) No transactions during the past 60 days.
(d) Not Applicable.
(e) Not Applicable.
XI. NORTHSTAR CAPITAL HOLDING I, LLC
(a) Aggregate Number: 622,798.6 Units of limited partnership
interest. Percentage: 10.9% 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 September 30, 1997.
(b) NCHI shares the power to vote and the power to dispose of
622,798.6 Units of limited partnership interest.
<PAGE> 24
Page 24 of 40 Pages
(c) No transactions during the past 60 days.
(d) Not Applicable.
(e) Not Applicable.
XII. NORTHSTAR CAPITAL HOLDING II, LLC
(a) Aggregate Number: 622,798.6 Units of limited partnership
interest. Percentage: 10.9% 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 September 30, 1997.
(b) NCHII shares the power to vote and the power to dispose of
622,798.6 Units of limited partnership interest.
(c) No transactions during the past 60 days.
(d) Not Applicable.
(e) Not Applicable.
XIII. NORTHSTAR PRESIDIO MANAGEMENT COMPANY, LLC
(a) Aggregate Number: 622,798.6 Units of limited partnership
interest. Percentage: 10.9% of 5,690,843 Units of limited
partnership interest outstanding as reported in Partnership's
quarterly report on Form 10-Q for the quarter ended September
30, 1997.
(b) NP Management shares the power to vote and the power to
dispose of 622,798.6 Units of limited partnership interest.
(c) No transactions during the past 60 days.
(d) Not Applicable.
(e) Not Applicable.
XIV. W. EDWARD SCHEETZ
(a) Aggregate Number: 622,798.6 Units of limited partnership
interest. Percentage: 10.9% 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 September 30, 1997.
<PAGE> 25
Page 25 of 40 Pages
(b) Mr. Scheetz shares the power to vote and the power to dispose
of 622,798.6 Units of limited partnership interest.
(c) No transactions during the past 60 days.
(d) Not Applicable.
(e) Not Applicable.
XV. DAVID HAMAMOTO
(a) Aggregate Number: 622,798.6 Units of limited partnership
interest. Percentage: 10.9% 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 September 30, 1997.
(b) Mr. Hamamoto shares the power to vote and the power to dispose
of 622,798.6 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 Presidio Partnership and the
T-Two Partnership with respect to the securities of the Partnership.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
Exhibit A - Consent to Joint Filing
<PAGE> 26
Page 26 of 40 Pages
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.
PRESIDIO PARTNERSHIP II CORP.
DATED: February 17, 1998 By: /s/ Allan B. Rothschild
------------------------
Name: Allan B. Rothschild
Title: Authorized Signatory
T-TWO PARTNERSHIP ACQUISITION COMPANY, L.P.
By: T-Two Management, LLC, its general partner
DATED: February 17, 1998 By: /s/ Allan B. Rothschild
------------------------
Name: Allan B. Rothschild
Title: Authorized Signatory
T-TWO MANAGEMENT, LLC
DATED: February 17, 1998 By: /s/ Allan B. Rothschild
------------------------
Name: Allan B. Rothschild
Title: Authorized Signatory
T-TWO HOLDING, LLC
DATED: February 17, 1998 By: /s/ Allan B. Rothschild
------------------------
Name: Allan B. Rothschild
Title: Authorized Signatory
ROUNDHILL ASSOCIATES LIMITED
PARTNERSHIP
DATED: February 17, 1998 By: /s/ Allan B. Rothschild
------------------------
Name: Allan B. Rothschild
Title: Authorized Signatory
<PAGE> 27
Page 27 of 40 Pages
ROUNDHILL ASSOCIATES LIMITED
PARTNERSHIP II
DATED: February 17, 1998 By: /s/ Allan B. Rothschild
------------------------
Name: Allan B. Rothschild
Title: Authorized Signatory
PRESIDIO CAPITAL CORP.
DATED: February 17, 1998 By: /s/ Allan B. Rothschild
------------------------
Name: Allan B. Rothschild
Title: Authorized Signatory
PRESIDIO HOLDING COMPANY, LLC
DATED: February 17, 1998 By: /s/ Allan B. Rothschild
------------------------
Name: Allan B. Rothschild
Title: Authorized Signatory
NORTHSTAR OPERATING, LLC
DATED: February 17, 1998 By: /s/ Allan B. Rothschild
------------------------
Name: Allan B. Rothschild
Title Authorized Signatory
NORTHSTAR CAPITAL PARTNERS, LLC
DATED: February 17, 1998 By: /s/ Allan B. Rothschild
------------------------
Name: Allan B. Rothschild
Title: Authorized Signatory
<PAGE> 28
Page 28 of 40 Pages
NORTHSTAR CAPITAL HOLDINGS I, LLC
DATED: February 17, 1998 By: /s/ Allan B. Rothschild
------------------------
Name: Allan B. Rothschild
Title: Authorized Signatory
NORTHSTAR CAPITAL HOLDINGS II, LLC
DATED: February 17, 1998 By: /s/ Allan B. Rothschild
------------------------
Name: Allan B. Rothschild
Title: Authorized Signatory
NORTHSTAR PRESIDIO MANAGEMENT
COMPANY, LLC
DATED: February 17, 1998 By: /s/ Allan B. Rothschild
------------------------
Name: Allan B. Rothschild
Title: Authorized Signatory
DATED: February 17, 1998 By: /s/ W. Edward Scheetz
------------------------
W. Edward Scheetz
DATED: February 17, 1998 By: /s/ David Hamamoto
------------------------
David Hamamoto
<PAGE> 29
Page 29 of 40 Pages
EXHIBIT A
CONSENT TO JOINT FILING
Presidio Partnership II Corp., T-Two Partnership Acquisition Company,
L.P., T-Two Management, LLC, T-Two Holding, LLC, Roundhill Associates Limited
Partnership, Roundhill Associates Limited Partnership II, Presidio Capital
Corp., Presidio Holding Company, LLC, Northstar Operating, LLC, Northstar
Capital Partners, LLC, Northstar Capital Holdings I, LLC, Northstar Capital
Holdings II, LLC, Northstar Presidio Management Company, LLC, W. Edward Scheetz
and David Hamamoto hereby consent to the joint filing of this Amendment No. 3 to
Schedule 13D with respect to the Units of limited partnership interests of
Resources Pension Shares 5, L.P. and agree that this Amendment No. 3 to Schedule
13D is filed on behalf of each of them.
PRESIDIO PARTNERSHIP II CORP.
DATED: February 17, 1998 By: /s/ Allan B. Rothschild
------------------------
Name: Allan B. Rothschild
Title Authorized Signatory
T-TWO PARTNERSHIP ACQUISITION COMPANY, L.P.
By: T-Two Management, LLC, its general partner
DATED: February 17, 1998 By: /s/ Allan B. Rothschild
------------------------
Name: Allan B. Rothschild
Title: Authorized Signatory
T-TWO MANAGEMENT, LLC
DATED: February 17, 1998 By: /s/ Allan B. Rothschild
------------------------
Name: Allan B. Rothschild
Title Authorized Signatory
<PAGE> 30
Page 30 of 40 Pages
T-TWO HOLDING, LLC
DATED: February 17, 1998 By: /s/ Allan B. Rothschild
------------------------
Name: Allan B. Rothschild
Title: Authorized Signatory
ROUNDHILL ASSOCIATES LIMITED
PARTNERSHIP
DATED: February 17, 1998 By: /s/ Allan B. Rothschild
------------------------
Name: Allan B. Rothschild
Title: Authorized Signatory
ROUNDHILL ASSOCIATES LIMITED
PARTNERSHIP II
DATED: February 17, 1998 By: /s/ Allan B. Rothschild
------------------------
Name: Allan B. Rothschild
Title: Authorized Signatory
PRESIDIO CAPITAL CORP.
DATED: February 17, 1998 By: /s/ Allan B. Rothschild
------------------------
Name: Allan B. Rothschild
Title: Authorized Signatory
PRESIDIO HOLDING COMPANY, LLC
DATED: February 17, 1998 By: /s/ Allan B. Rothschild
------------------------
Name: Allan B. Rothschild
Title: Authorized Signatory
<PAGE> 31
Page 31 of 40 Pages
NORTHSTAR OPERATING, LLC
DATED: February 17, 1998 By: /s/ Allan B. Rothschild
------------------------
Name: Allan B. Rothschild
Title: Authorized Signatory
NORTHSTAR CAPITAL PARTNERS, LLC
DATED: February 17, 1998 By: /s/ Allan B. Rothschild
------------------------
Name: Allan B. Rothschild
Title: Authorized Signatory
NORTHSTAR CAPITAL HOLDINGS I, LLC
DATED: February 17, 1998 By: /s/ Allan B. Rothschild
------------------------
Name: Allan B. Rothschild
Title: Authorized Signatory
NORTHSTAR CAPITAL HOLDINGS II, LLC
DATED: February 17, 1998 By: /s/ Allan B. Rothschild
------------------------
Name: Allan B. Rothschild
Title: Authorized Signatory
NORTHSTAR PRESIDIO MANAGEMENT
COMPANY, LLC
DATED: February 17, 1998 By: /s/ Allan B. Rothschild
------------------------
Name: Allan B. Rothschild
Title: Authorized Signatory
DATED: February 17, 1998 By: /s/ W. Edward Scheetz
------------------------
W. Edward Scheetz
<PAGE> 32
Page 32 of 40 Pages
DATED: February 17, 1998 By: /s/ David Hamamoto
------------------------
David Hamamoto
<PAGE> 33
Page 33 of 40 Pages
APPENDIX A
The name and principal employment of each of the executive officers and
directors of Presidio Partnership II Corp., T-Two Partnership Acquisition
Company, L.P., T-Two Management, LLC, T-Two Holding, LLC, Roundhill Associates
Limited Partnership, Roundhill Associates Limited Partnership II, Presidio
Capital Corp., Presidio Holding Company, LLC, Northstar Operating, LLC,
Northstar Capital Partners, LLC, Northstar Capital Holdings I, LLC, Northstar
Capital Holdings II, LLC, Northstar Presidio Management Company, LLC, Polaris
Operating, LLC and Sextant Operating Corp. are set forth below. Each person
listed below is a citizen of the United States, and his current business address
is 527 Madison Avenue, 17th Floor, New York, New York 10022, except for Allan B.
Rothschild and Lawrence R. Schachter, whose current business address is 411 West
Putnam Avenue, Greenwich, Connecticut 06830.
PRESIDIO PARTNERSHIP II CORP.
Name Position with Presidio
Partnership.
Richard J. Sabella President and Director
David King Executive Vice President,
Assistant Treasurer and Director
Adam Anhang Vice President
Charles Humber Vice President
Marc Gordon Vice President
Kevin Reardon Vice President and Director
Gregory Peck Assistant Secretary
Allan B. Rothschild Executive Vice President and
General Counsel
Lawrence R. Schachter Senior Vice President and Chief
Financial Officer
W. Edward Scheetz Director
David Hamamoto Director
<PAGE> 34
Page 34 of 40 Pages
T-TWO PARTNERSHIP ACQUISITION COMPANY, L.P.
Name Position with T-Two
Partnership
W. Edward Scheetz Executive Vice President
David Hamamoto Executive Vice President
David King Chief Operating Officer
Kevin Reardon Chief Financial Officer
Richard J. Sabella Secretary
T-TWO MANAGEMENT, LLC
Name Position with T-Two
Management
W. Edward Scheetz Executive Vice President
David Hamamoto Executive Vice President
David King Chief Operating Officer
Kevin Reardon Chief Financial Officer
Richard J. Sabella Secretary
T-TWO HOLDING, LLC
Name Position with T-Two
Holding
W. Edward Scheetz Executive Vice President
David Hamamoto Executive Vice President
David King Chief Operating Officer
Kevin Reardon Chief Financial Officer
Richard J. Sabella Secretary
<PAGE> 35
Page 35 of 40 Pages
ROUNDHILL ASSOCIATES LIMITED PARTNERSHIP
Name Position with Roundhill
W. Edward Scheetz Executive Vice President
David Hamamoto Executive Vice President
David King Chief Operating Officer
Kevin Reardon Chief Financial Officer
Richard J. Sabella Secretary
ROUNDHILL ASSOCIATES LIMITED PARTNERSHIP II
Name Position with Roundhill II
W. Edward Scheetz Executive Vice President
David Hamamoto Executive Vice President
David King Chief Operating Officer
Kevin Reardon Chief Financial Officer
Richard J. Sabella Secretary
PRESIDIO CAPITAL CORP.
Name Position with Presidio
Richard J. Sabella President and Director
David King Executive Vice President,
Assistant Treasurer and Director
Adam Anhang Vice President
Charles Humber Vice President
Marc Gordon Vice President
Kevin Reardon Vice President
Gregory Peck Assistant Secretary
Allan B. Rothschild Executive Vice President and
General Counsel
Lawrence R. Schachter Senior Vice President and
Chief Financial Officer
<PAGE> 36
Page 36 of 40 Pages
W. Edward Scheetz Director
David Hamamoto Director
PRESIDIO HOLDING COMPANY, LLC
Name Position with PHC
Richard J. Sabella President and Chief Executive Officer
W. Edward Scheetz Executive Vice President
David Hamamoto Executive Vice President
David King Chief Operating Officer
Kevin Reardon Chief Financial Officer
NORTHSTAR OPERATING, LLC
Name Position with Northstar
W. Edward Scheetz Executive Vice President
David Hamamoto Executive Vice President
David King Chief Operating Officer
Kevin Reardon Chief Financial Officer
Richard J. Sabella Secretary
NORTHSTAR CAPITAL PARTNERS, LLC
Name Position with NCP
W. Edward Scheetz Executive Vice President
David Hamamoto Executive Vice President
David King Chief Operating Officer
Kevin Reardon Chief Financial Officer
Richard J. Sabella Secretary
<PAGE> 37
Page 37 of 40 Pages
NORTHSTAR CAPITAL HOLDINGS I, LLC
Name Position with NCHI
W. Edward Scheetz Executive Vice President
David Hamamoto Executive Vice President
David King Chief Operating Officer
Kevin Reardon Chief Financial Officer
Richard J. Sabella Secretary
NORTHSTAR CAPITAL HOLDINGS II, LLC
Name Position with NCHII
W. Edward Scheetz Executive Vice President
David Hamamoto Executive Vice President
David King Chief Operating Officer
Kevin Reardon Chief Financial Officer
Richard J. Sabella Secretary
NORTHSTAR PRESIDIO MANAGEMENT COMPANY, LLC
Name Position with NP Management
Richard J. Sabella President and Chief Executive Officer
W. Edward Scheetz Executive Vice President
David Hamamoto Executive Vice President
David King Chief Operating Officer
Kevin Reardon Chief Financial Officer
POLARIS OPERATING LLC
Name Position with Polaris
W. Edward Scheetz Executive Vice President
David Hamamoto Executive Vice President
David King Chief Operating Officer
Kevin Reardon Chief Financial Officer
Richard J. Sabella Secretary
<PAGE> 38
Page 38 of 40 Pages
SEXTANT OPERATING CORP.
Name Position with Sextant
W. Edward Scheetz Executive Vice President
David Hamamoto Executive Vice President
David King Chief Operating Officer
Kevin Reardon Chief Financial Officer
Richard J. Sabella Secretary
<PAGE> 39
Page 39 of 40 Pages
Principal Employment
Richard J. Sabella has been president and a director of Presidio and
Presidio Partnership since November 1997. In addition, Mr. Sabella has been
president and chief executive officer of PHC and NP Management and secretary of
T-Two Partnership, T-Two Management, T-Two Holding, Roundhill, Roundhill II,
Polaris, Sextant, Northstar, NCP, NCHI and NCHII since November 1997.
Previously, Mr. Sabella had been the head of real estate and a partner at the
law firm of Cahill, Gordon & Reindel. Mr. Sabella has also been associated with
the law firms of Milgram, Thomajian, Jacobs & Lee, P.C. and Cravath, Swaine &
Moore.
David King has been executive vice president, assistant treasurer and a
director of Presidio and Presidio Partnership since November 1997. In addition,
Mr. King has been chief operating officer of T-Two Partnership, T-Two
Management, T-Two Holding, Roundhill, Roundhill II, PHC, NP Management, Polaris,
Sextant, Northstar, NCP, NCHI and NCHII since November 1997. Previously, Mr.
King had been a senior vice president of finance at Olympia & York Companies
(USA). Prior to joining Olympia & York, Mr. King worked for Bankers Trust in its
real estate finance group.
Adam Anhang has been a vice president of Presidio and Presidio
Partnership since November 1997. Previously, Mr. Anhang had worked for the
Athena Group's Russia and Former Soviet Union development team since 1996. Mr.
Anhang graduated from the Wharton School of the University of Pennsylvania with
a B.S. in economics with concentrations in finance and real estate.
Charles Humber has been a vice president of Presidio and Presidio
Partnership since November 1997. Previously, Mr. Humber had worked for Merrill
Lynch's Real Estate Investment Banking group since 1996. Mr. Humber graduated
from Brown University with a B.A. in international relations and organizational
behavior and management.
Marc Gordon has been a vice president of Presidio and Presidio
Partnership since November 1997. Previously, Mr. Gordon had been a vice
president in the Real Estate Investment Banking Group at Merrill Lynch, where he
executed corporate finance and strategic transactions for public and private
real estate ownership companies, including REIT's, real estate service
companies, and real estate intensive operating companies. Prior to joining
Merrill Lynch, Mr. Gordon was in the Real Estate and Banking Group at the law
firm of Irell & Manella. Mr. Gordon graduated from Dartmouth College with an
A.B. in economics and also holds a J.D. from the UCLA School of Law.
Kevin Reardon has been vice president and a director of Presidio and
Presidio Partnership since November 1997. In addition, Mr. Reardon has been
chief financial officer of T-Two Partnership, T-Two Management, T-Two Holding,
Roundhill, Roundhill, PHC, NP Management, Polaris, Sextant, Northstar, NCP, NCHI
and NCHII since November 1997. Previously, Mr. Reardon had held the position of
controller at Lazard Freres Real Estate Investors since 1996. Prior to joining
Lazard Freres, Mr. Reardon was the Director of Finance in charge of European
expansion at the law firm of Dewey Ballantine LLP from 1993 to 1996.
<PAGE> 40
Page 40 of 40 Pages
Mr. Reardon, who is a certified public accountant, graduated from Fordham
University with a B.S. in accounting.
Gregory Peck has been assistant secretary of Presidio and Presidio
Partnership since November 1997. Previously, Mr. Peck had worked for Morgan
Stanley Realty Estate Funds and Morgan Stanley's Real Estate Investment Banking
group from 1996 to 1997. Prior to joining Morgan Stanley, Mr. Peck worked for
Lazard Freres & Co. LLC in the Real Estate Investment Banking group from 1994 to
1996. Mr. Peck graduated from Columbia College with an A.B. in mathematics and
A.B. in economics.
Allan B. Rothschild has been executive vice president and general
counsel of Presidio and Presidio Partnership since November 1997. Previously,
Mr. Rothschild had been senior vice president and general counsel of Newkirk
Limited Partnership, where he managed a large portfolio of net-leased real
estate assets. Prior to joining Newkirk, Mr. Rothschild was associated with the
law firm of Proskauer Rose LLP in its real estate group.
Lawrence R. Schachter has been senior vice president and chief
financial officer of Presidio and Presidio Partnership since January 1998.
Previously, Mr. Schachter had held the position of Controller at CB
Commercial/Hampshire, LLC since 1996. Prior to joining CB, Mr. Schachter was
Controller at Goodrich Associates in 1996, and at Greenthal/Harlan Realty
Services Co. From 1992 to 1995. Mr. Schachter, who is a certified public
accountant, graduated from Miami University (Ohio).
W. Edward Scheetz co-founded NCP in July 1997 and has been a director
of Presidio and Presidio Partnership since November 1997. In addition, Mr.
Scheetz has been executive vice president of T-Two Partnership, T-Two
Management, T-Two Holding, Roundhill, Roundhill II, PHC, NP Management, Polaris,
Sextant, Northstar, NCP, NCHI and NCHII since November 1997. Previously Mr.
Scheetz had been a partner at Apollo Real Estate Advisors L.P. since 1993. From
1989 to 1993, Mr. Scheetz was a principal with Trammel Crow Ventures.
David Hamamoto co-founded NCP in July 1997 and has been a director of
Presidio and Presidio Partnership since November 1997. In addition, Mr. Hamamoto
has been executive vice president of T-Two Partnership, T-Two Management, T-Two
Holding, Roundhill, Roundhill II, PHC, NP Management, Polaris, Sextant,
Northstar, NCP, NCHI and NCHII since November 1997. Previously, Mr. Hamamoto had
been a partner and co-head of the Real Estate Principal Investment Area at
Goldman, Sachs & Co., where he initiated the effort to build a real estate
principal investment business in 1988 under the auspices of the Whitehall Funds.
