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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-9
(Amendment No.1)
SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO SECTION
14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
RESOURCES PENSION SHARES 5, L.P.
(Name of Subject Company)
RESOURCES PENSION SHARES 5, L.P.
(Name(s) of Person(s) Filing Statement)
UNITS OF LIMITED PARTNERSHIP INTEREST
(Title of Class of Securities)
NONE
(CUSIP Number of Class of Securities)
ALLAN B. ROTHSCHILD
RESOURCES PENSION SHARES 5, L.P.
411 WEST PUTNAM AVENUE
GREENWICH, CONNECTICUT 06830
(203) 862-7444
(Name, Address and Telephone Number of Persons Authorized
to Receive Notices and Communications on Behalf of the
Person(s) Filing Statement)
WITH A COPY TO:
Judith D. Fryer, Esq.
Greenberg Traurig Hoffman Lipoff Rosen & Quentel
200 Park Avenue
New York, New York 10166
(212) 801-9200
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This Amendment No.1 amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9")
dated March 3, 1998, of Resources Pension Shares 5, L.P., a Delaware limited
partnership (the "Partnership"), with respect to the tender offer made by
Presidio RPS Acquisition Corp., a Delaware corporation (the "Purchaser"), to
purchase up to 2,000,000 outstanding units of limited partnership interest
("Units") of the Partnership, at a price of $6.50 per Unit, net to the seller in
cash, without interest, upon the terms and subject to the conditions set forth
in an Offer to Purchase dated February 18, 1998, as amended on March 3, 1998.
Capitalized terms used herein and not defined herein shall have the meaning
ascribed to them in the Schedule 14D-9 of the Partnership.
ITEM 6. RECENT TRANSACTIONS AND INTENT WITH RESPECT TO SECURITIES.
Item 6 is hereby amended and supplemented by adding thereto the
following:
(a) Neither the Partnership, nor the General Partners have effected any
transactions in the Units during the past 60 days.
(b) Neither the Partnership, nor the General Partners have effected any
transactions in the Units during the past 60 days. Except as indicated below,
the General Partners are not aware of any transactions in the Units during the
past 60 days by any of their executive officers, directors, affiliates or
subsidiaries:
<TABLE>
<CAPTION>
UNITHOLDER NUMBER OF UNITS TRADE DATE PURCHASE PRICE
PURCHASED PER UNIT
<S> <C> <C> <C>
Presidio Partnership II Corp. 10,405.236 1/9/98 $5.64
Presidio Partnership II Corp. 800.00 1/14/98 $5.50
Presidio Partnership II Corp. 7,592.291 2/2/98 $5.64
Presidio Partnership II Corp. 655.178 2/4/98 $5.64
Presidio RPS Acquisition Corp. 100 2/4/98 $6.50
Presidio Partnership II Corp. 2,136.73 2/11/98 $5.64
</TABLE>
All of the foregoing transactions were effected on the limited
open market for public partnership interests, except for the Units purchased by
Presidio RPS Acquisition Corp. which were acquired from an affiliate.
(c) To the knowledge of the General Partners, none of the General
Partners nor any of their executive officers, directors, affiliates or
subsidiaries intends to tender Units owned by them in the Offer.
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ITEM 9. MATERIALS TO BE FILED AS EXHIBITS.
Item 9 is hereby amended and supplemented by adding thereto the
following:
(a)(2) Letter to Unitholders dated March 4, 1998.
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SIGNATURE
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.
Dated: March 4, 1998
RESOURCES PENSION SHARES 5, L.P.
By: Resources Capital Corp.
------------------------------
Administrative General Partner
By: /s/ Allan B. Rothschild
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Allan B. Rothschild
Executive Vice President
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EXHIBIT INDEX
SEQUENTIAL PAGE
EXHIBIT NO. DESCRIPTION NUMBER
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(a)(2) Letter to Unitholders dated March 4, 1998 6
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EXHIBIT (a)(2)
RESOURCES PENSION SHARES 5, L.P.
411 WEST PUTNAM AVENUE
GREENWICH, CONNECTICUT 06830
March 4, 1998
Dear Unitholder:
As you are by now aware, Presidio RPS Acquisition Corp., a Delaware
corporation (the "Purchaser"), has increased the price it is offering (the
"Offer") to purchase units of limited partnership interest ("Units") of
Resources Pension Shares 5, L.P. (the "Partnership").
The Purchaser is an affiliate of Resources Capital Corp., Resources
Pension Advisory Corp., and Presidio AGP Corp., the general partners of the
Partnership (collectively, the "General Partners"). Due to this affiliation
between the General Partners and the Purchaser, the General Partners are subject
to certain conflicts of interest with respect to the Offer.
AS A RESULT OF THE EXISTING AND POTENTIAL CONFLICTS OF INTEREST,
NEITHER THE PARTNERSHIP NOR THE GENERAL PARTNERS EXPRESSES ANY OPINION AND EACH
IS REMAINING NEUTRAL AND MAKING NO RECOMMENDATION AS TO WHETHER UNITHOLDERS
SHOULD TENDER THEIR UNITS IN RESPONSE TO THE INCREASED OFFER.
RESOURCES PENSION SHARES 5, L.P.
