UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(AMENDMENT NO. 1)
PRESIDIO CAPITAL CORP.
(Name of Issuer)
CLASS A COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
G722011109
(CUSIP Number)
-----------------------
STEPHEN M. DOWICZ
885 THIRD AVENUE
NEW YORK, NY 10022
TEL. NO.: (212) 371-3047
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
-----------------------
MARCH 31, 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
statement because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement [ ].
Page 1 of 36 Pages
<PAGE>
SCHEDULE 13D
CUSIP NO. G722011109 PAGE 2 OF 36 PAGES
---------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Davidson Kempner Partners
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
New York
7 SOLE VOTING POWER
NUMBER OF 135,542
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
8 SHARED VOTING POWER
--
9 SOLE DISPOSITIVE POWER
135,542
10 SHARED DISPOSITIVE POWER
--
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
135,542
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.55%
14 TYPE OF REPORTING PERSON
PN
- ------ --------------
<PAGE>
SCHEDULE 13D
CUSIP NO. G722011109 PAGE 3 OF 36 PAGES
---------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Davidson Kempner Institutional Partners, 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
7 SOLE VOTING POWER
NUMBER OF 187,215
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
8 SHARED VOTING POWER
--
9 SOLE DISPOSITIVE POWER
187,215
10 SHARED DISPOSITIVE POWER
--
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
187,215
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.135%
14 TYPE OF REPORTING PERSON
PN
- ------ --------------
<PAGE>
SCHEDULE 13D
CUSIP NO. G722011109 PAGE 4 OF 36 PAGES
---------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Davidson Kempner Endowment Partners
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
New York
7 SOLE VOTING POWER
NUMBER OF 119,094
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
8 SHARED VOTING POWER
--
9 SOLE DISPOSITIVE POWER
119,094
10 SHARED DISPOSITIVE POWER
--
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
119,094
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.36%
14 TYPE OF REPORTING PERSON
PN
- ------ --------------
<PAGE>
SCHEDULE 13D
CUSIP NO. G722011109 PAGE 5 OF 36 PAGES
---------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MHD Management Co.
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
New York
7 SOLE VOTING POWER
NUMBER OF 254,636
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
8 SHARED VOTING POWER
--
9 SOLE DISPOSITIVE POWER
254,636
10 SHARED DISPOSITIVE POWER
--
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
254,636
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.9%
14 TYPE OF REPORTING PERSON
PN
- ------ --------------
<PAGE>
SCHEDULE 13D
CUSIP NO. G722011109 PAGE 6 OF 36 PAGES
---------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
M.H. Davidson & Co.
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
New York
7 SOLE VOTING POWER
NUMBER OF 12,049
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
8 SHARED VOTING POWER
--
9 SOLE DISPOSITIVE POWER
12,049
10 SHARED DISPOSITIVE POWER
--
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,049
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.14%
14 TYPE OF REPORTING PERSON
PN
- ------ --------------
<PAGE>
SCHEDULE 13D
CUSIP NO. G722011109 PAGE 7 OF 36 PAGES
---------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Davidson Kempner Advisers Inc.
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
New York
7 SOLE VOTING POWER
NUMBER OF 187,215
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
8 SHARED VOTING POWER
--
9 SOLE DISPOSITIVE POWER
187,215
10 SHARED DISPOSITIVE POWER
--
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
187,215
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.135%
14 TYPE OF REPORTING PERSON
CO
- ------ --------------
<PAGE>
SCHEDULE 13D
CUSIP NO. G722011109 PAGE 8 OF 36 PAGES
---------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Marvin H. 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
7 SOLE VOTING POWER
NUMBER OF --
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
8 SHARED VOTING POWER
473,900
9 SOLE DISPOSITIVE POWER
--
10 SHARED DISPOSITIVE POWER
473,900
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
473,900
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.40%
14 TYPE OF REPORTING PERSON
IN
- ------ --------------
<PAGE>
SCHEDULE 13D
CUSIP NO. G722011109 PAGE 9 OF 36 PAGES
---------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Thomas L. Kempner, Jr.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF, PF
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
7 SOLE VOTING POWER
NUMBER OF 1,072
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
8 SHARED VOTING POWER
473,900
9 SOLE DISPOSITIVE POWER
1,072
10 SHARED DISPOSITIVE POWER
473,900
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
474,972
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.41%
14 TYPE OF REPORTING PERSON
IN
- ------ --------------
<PAGE>
SCHEDULE 13D
CUSIP NO. G722011109 PAGE 10 OF 36 PAGES
---------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Stephen M. Dowicz
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
7 SOLE VOTING POWER
NUMBER OF --
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
8 SHARED VOTING POWER
473,900
9 SOLE DISPOSITIVE POWER
--
10 SHARED DISPOSITIVE POWER
473,900
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
473,900
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.40%
14 TYPE OF REPORTING PERSON
IN
- ------ --------------
<PAGE>
SCHEDULE 13D
CUSIP NO. G722011109 PAGE 11 OF 36 PAGES
---------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Scott 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
7 SOLE VOTING POWER
NUMBER OF --
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
8 SHARED VOTING POWER
473,900
9 SOLE DISPOSITIVE POWER
--
10 SHARED DISPOSITIVE POWER
473,900
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
473,900
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.40%
14 TYPE OF REPORTING PERSON
IN
- ------ --------------
<PAGE>
SCHEDULE 13D
CUSIP NO. G722011109 PAGE 12 OF 36 PAGES
---------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Michael J. Leffell
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
7 SOLE VOTING POWER
NUMBER OF --
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
8 SHARED VOTING POWER
473,900
9 SOLE DISPOSITIVE POWER
--
10 SHARED DISPOSITIVE POWER
473,900
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
473,900
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.40%
14 TYPE OF REPORTING PERSON
IN
- ------ --------------
<PAGE>
SCHEDULE 13D
CUSIP NO. G722011109 PAGE 13 OF 36 PAGES
---------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Thomas L. Kempner Foundation Inc.
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
New York
7 SOLE VOTING POWER
NUMBER OF 272
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
8 SHARED VOTING POWER
--
9 SOLE DISPOSITIVE POWER
272
10 SHARED DISPOSITIVE POWER
--
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
272
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.003%
14 TYPE OF REPORTING PERSON
OO
- ------ --------------
<PAGE>
SCHEDULE 13D
CUSIP NO. G722011109 PAGE 14 OF 36 PAGES
---------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Davidson Kempner International Ltd.
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
British Virgin Islands
7 SOLE VOTING POWER
NUMBER OF 20,000
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
8 SHARED VOTING POWER
--
9 SOLE DISPOSITIVE POWER
20,000
10 SHARED DISPOSITIVE POWER
--
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.022%
14 TYPE OF REPORTING PERSON
CO
- ------ --------------
<PAGE>
SCHEDULE 13D
CUSIP NO. G722011109 PAGE 15 OF 36 PAGES
---------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Masters Fund, 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
New York
7 SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
8 SHARED VOTING POWER
--
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
--
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
14 TYPE OF REPORTING PERSON
PN
- ------ --------------
<PAGE>
SCHEDULE 13D
CUSIP NO. G722011109 PAGE 16 OF 36 PAGES
---------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Thomas Kempner and Thomas L. Kempner, Jr. Trustees
U/A/D 10/31/83 FBO Thomas Nathaniel Kempner
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
New York
7 SOLE VOTING POWER
NUMBER OF 200
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
8 SHARED VOTING POWER
--
9 SOLE DISPOSITIVE POWER
200
10 SHARED DISPOSITIVE POWER
--
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
200
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.002%
14 TYPE OF REPORTING PERSON
OO
- ------ --------------
<PAGE>
SCHEDULE 13D
CUSIP NO. G722011109 PAGE 17 OF 36 PAGES
---------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Sexton Freund 1984 Family Trust
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
New York
7 SOLE VOTING POWER
NUMBER OF 300
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
8 SHARED VOTING POWER
--
9 SOLE DISPOSITIVE POWER
300
10 SHARED DISPOSITIVE POWER
--
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
300
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.003%
14 TYPE OF REPORTING PERSON
OO
- ------ --------------
<PAGE>
SCHEDULE 13D
CUSIP NO. G722011109 PAGE 18 OF 36 PAGES
---------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Davidson Kempner International Advisors, L.L.C.
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
7 SOLE VOTING POWER
NUMBER OF 20,000
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
8 SHARED VOTING POWER
--
9 SOLE DISPOSITIVE POWER
20,000
10 SHARED DISPOSITIVE POWER
--
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
O.022%
14 TYPE OF REPORTING PERSON
CO
- ------ --------------
<PAGE>
SCHEDULE 13D
CUSIP NO. G722011109 PAGE 19 OF 36 PAGES
---------------------------
This Amendment No. 1 to Schedule 13D with respect to shares of Class
A Common Stock, par value $.01 per share, of Presidio Capital Corp. originally
filed on January 16, 1996 (the "Schedule 13D") amends Item 4 of the Schedule 13D
and restates the Schedule 13D as so amended in its entirety. This Amendment No.
1 also reflects (a) the transfer of an aggregate of 4,884 Shares from Davidson
Kempner International Ltd. to Davidson Kempner Institutional Partners, L.P. on
January 12 and January 15, 1996, (b) the purchase of 20,000 Shares by Davidson
Kempner International Ltd. on October 4, 1996 and (c) the sale of 1,500 Shares
by Masters Fund, L.P. on December 30, 1996, which transactions were not
previously required to be reported.
The Schedule 13D is hereby amended to read as follows:
Item 1. Security and Issuer.
- ------- --------------------
This Schedule relates to shares of Class A Common Stock, par value
$.01 per share (the "Common Stock"), of Presidio Capital Corp., a British Virgin
Islands corporation (the "Company"). The principal executive offices of the
Company are located at c/o Hemisphere Management (Cayman) Limited, Zephyr House,
Mary Street, Grand Cayman, Cayman Islands, British West Indies.
Item 2. Identity and Background.
- ------- ------------------------
The names and addresses of the persons filing this Schedule are as
follows:
Davidson Kempner Partners ("DKP"), a New York limited partnership,
whose address is 885 Third Avenue, New York, New York, 10022, and
which is engaged in buying and selling securities for investment
purposes;
Davidson Kempner Institutional Partners, L.P. ("DKIP"), a Delaware
limited partnership, whose address is 885 Third Avenue, New York,
New York, 10022, and which is engaged in buying and selling
securities for investment purposes;
Davidson Kempner Endowment Partners ("DKEP"), a New York limited
partnership, whose address is 885 Third Avenue, New York, New York,
10022, and which is engaged in buying and selling securities for
investment purposes;
MHD Management Co. ("MHD"), a New York limited partnership, the
general partner of DKP and DKEP whose address is 885 Third Avenue,
New York, New York, 10022, and which is engaged in buying and
selling securities for investment purposes;
M.H. Davidson & Co., a New York limited partnership whose address is
885 Third Avenue, New
<PAGE>
SCHEDULE 13D
CUSIP NO. G722011109 PAGE 20 OF 36 PAGES
---------------------------
York, New York, 10022, and which is engaged in buying and selling
securities for investment purposes;
Davidson Kempner Advisers Inc. ("DKAI"), a New York corporation,
whose address is 885 Third Avenue, New York, New York, 10022, and
which is engaged in buying and selling securities for investment
purposes. DKAI is the general partner of DKIP and an investment
manager of Masters Fund, L.P.;
Marvin H. Davidson, Thomas L. Kempner, Jr., Stephen M. Dowicz, Scott
E. Davidson and Michael J. Leffell, general partners of MHD and M.H.
Davidson & Co., managing members of DKIA and who are the sole
stockholders of DKAI. Information in response to Items (a) through
(c) and (f) with respect to Messrs. Marvin H. Davidson, Kempner,
Dowicz, Scott E. Davidson and Leffell is set forth in Appendix I,
attached hereto and incorporated by reference herein;
Thomas L. Kempner Foundation Inc. (the "Kempner Foundation"), a
private charitable foundation organized under the laws of the state
of New York, established by Thomas L. Kempner, Jr. for the benefit
of certain charities. Thomas L. Kempner, Jr. is the President of the
Kempner Foundation, whose address is 885 Third Avenue, New York, New
York 10022;
Davidson Kempner International Ltd. ("DKIL"), a British Virgin
Islands company, whose address is c/o Citco B.V.I. Limited, Citco
Building, Wickhams Cay, P.O. Box 662, Road Town, Tortolla British
Virgin Islands, and which is engaged in buying and selling
securities for investment purposes;
Masters Fund, L.P., a New York limited partnership, whose address is
885 Third Avenue, New York, New York 10022, and which is engaged in
buying and selling securities for investment purposes;
Davidson Kempner International Advisors, L.L.C. ("DKIA"), a Delaware
limited liability company, whose address is 885 Third Avenue, New
York, New York 10022, and which is the investment manager of DKIL;
<PAGE>
SCHEDULE 13D
CUSIP NO. G722011109 PAGE 21 OF 36 PAGES
---------------------------
Thomas Kempner and Thomas L. Kempner, Jr. Trustees U/A/D 10/31/83
FBO Thomas Nathaniel Kempner, a New York Trust ("Kempner Trust")
established for the benefit of Thomas Nathaniel Kempner. The address
of the Kempner Trust is 885 Third Avenue, New York, New York 10022;
and
Sexton Freund 1984 Family Trust ("Freund Trust"), a New York trust
established for the benefit of the offspring of John and Linda
Freund. The address of the Freund Trust is 885 Third Avenue, New
York, New York 10022.
The above named persons are sometimes referred to as the "Reporting
Parties."
None of the Reporting Parties has, during the last five years, been
(i) convicted in a criminal proceeding or (ii) a party to a civil proceeding of
a judicial or adminis trative body of competent jurisdiction as a result of
which such person was 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.
Certain information concerning the officers and directors of DKAI,
DKIA and the Kempner Foundation is set forth on Appendix I hereto and
incorporated by reference herein.
Item 3. Source and Amount of Funds or Other Consideration
- ------- -------------------------------------------------
Working capital of DKP, DKIP, DKIL, DKIA, DKEP,
MHD, M.H. Davidson & Co., DKAI and personal funds of
Thomas L. Kempner, Jr. and John and Linda Freund.
Item 4. Purpose of the Transaction.
- ------- ---------------------------
Item 4 of the Schedule 13D as previously filed is amended to read as
follows:
Each of DKP, DKIP, DKEP, MHD, DKAI, DKIL, M.H. Davidson & Co., DKIA
and Thomas L. Kempner, Jr., has acquired the shares of Common Stock for
investment purposes. All purchases of Shares by such persons have been made in
the ordinary course of business and were not made for the purpose of acquiring
control of the Company.
<PAGE>
SCHEDULE 13D
CUSIP NO. G722011109 PAGE 22 OF 36 PAGES
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As reported in the Company's Form 10-K for the December 31, 1995
fiscal year, pursuant to the Rights Offering Agreement, dated as of March 19,
1996, among T-2 Holding, L.L.C. ("T-2"), the Company and the T-2 Organizers (as
defined in the Company's Form 10-K), T-2 was required to conduct a rights
offering to the Company's common stockholders as soon as practicable, which the
Company believed might not occur until early 1997. As further reported in such
Form 10-K, the offering was to be made on terms approved by a majority of the
Class A directors. The rights offering has not been initiated to date. DKP,
DKIP, DKEP, MHD, DKAI, DKIL, M.H. Davidson & Co., DKIA and Thomas L. Kempner,
Jr. desire that all issues necessary for initiation of the rights offering
finally be resolved. Accordingly, they plan to initiate communications with
certain shareholders, the board of directors and/or management to explore and
facilitate resolution of such issues and initiation of the rights offering. If,
in the course of such communications, other issues are raised, DKP, DKIP, DKEP,
MHD, DKAI, DKIL, M.H. Davidson & Co., DKIA and Thomas L. Kempner, Jr. may
attempt to facilitate resolution of such other issues as well.
Except as set forth above, DKP, DKIP, DKEP, MHD, DKAI, DKIL, M.H.
Davidson & Co., DKIA and Thomas L. Kempner, Jr. have no intention, plan or
proposal with respect to:
(a) The acquisition by any person of additional securities of the
issuer, or the disposition of securities of the issuer;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the issuer or any of
its subsidiaries;
(c) A sale or transfer of a material amount of assets of the
issuer or any of its subsidiaries;
(d) Any change in the present Board of Directors or management of
the issuer, including any plans or proposals to change the
number or term of directors or to fill any existing vacancies
on the Board;
(e) Any material change in the present capitalization or dividend
policy of the issuer;
<PAGE>
SCHEDULE 13D
CUSIP NO. G722011109 PAGE 23 OF 36 PAGES
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(f) Any other material change in the issuer's business or
corporate structure, including but not limited to, if the
issuer is a registered closed-end investment company, any
plans or proposals to make any changes in its investment
policy for which a vote is required by Section 13 of the
Investment Company Act of 1940;
(g) Changes in the issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the issuer by any person;
(h) Causing a class of securities of the issuer to be delisted
from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system of
a registered national securities association;
(i) A class of equity securities of the issuer becoming eligible
for termination of registration pursuant to Section 12(g)(4)
of the Securities Exchange Act of 1934; or
(j) Any action similar to any of those enumerated above.
Each of the Reporting Parties, however, may, at any time and from
time to time, and reserves the right to, acquire additional securities of the
Company, dispose of any such securities of the Company or formulate other plans
or proposals regarding the Company or its securities, to the extent deemed
advisable by such Reporting Party in light of its general investment policies,
market conditions or other factors.
<PAGE>
SCHEDULE 13D
CUSIP NO. G722011109 PAGE 24 OF 36 PAGES
---------------------------
Item 5. Interest in Securities of the Issuer.
- ------- -------------------------------------
The aggregate percentage of shares of Class A Common Stock reported
owned by each person herein is based upon the Issuer's Form 10-Q for the
quarterly period ended September 30, 1995, which disclosed that 8,766,205 shares
of Class A Common Stock were outstanding as of October 27, 1995.
As of the close of business on January 5, 1996:
Name of Reporting Party:
- ------------------------
DKP
(a) Aggregate Number of Securities Owned 135,542
---------
Percentage 1.55%
---------
(b) 1. Sole power to vote or to direct
the vote 135,542
---------
2. Shared power to vote or to direct
the vote --
---------
3. Sole power to dispose or to direct
the disposition 135,542
---------
4. Shared power to dispose of or to
direct the disposition --
---------
DKIP
(a) Aggregate Number of Securities Owned 182,661
---------
Percentage 2.08%
---------
(b) 1. Sole power to vote or to direct
the vote 182,661
---------
2. Shared power to vote or to direct
the vote --
---------
3. Sole power to dispose or to direct
the disposition 182,661
---------
<PAGE>
SCHEDULE 13D
CUSIP NO. G722011109 PAGE 25 OF 36 PAGES
---------------------------
4. Shared power to dispose of or to
direct the disposition --
---------
(c) Information concerning transactions
in the Common Stock effected by DKIP is
set forth in Appendix II.
DKEP
(a) Aggregate Number of Securities Owned 119,094
---------
Percentage 1.36%
---------
(b) 1. Sole power to vote or to direct
the vote 119,094
---------
2. Shared power to vote or to direct
the vote --
---------
3. Sole power to dispose or to direct
the disposition 119,094
---------
4. Shared power to dispose of or to
direct the disposition --
---------
MHD MANAGEMENT CO.
(a) Aggregate Number of Securities Owned 254,636
---------
(b) Percentage 2.9%
---------
1. Sole power to vote or to direct
the vote 254,636
---------
2. Shared power to vote or to direct
the vote --
---------
3. Sole power to dispose or to direct
the disposition 254,636
---------
4. Shared power to direct the
disposition --
---------
M.H. DAVIDSON & CO.
(a) Aggregate Number of Securities Owned 12,049
---------
(b) Percentage .14%
---------
1. Sole power to vote or to direct
<PAGE>
SCHEDULE 13D
CUSIP NO. G722011109 PAGE 26 OF 36 PAGES
---------------------------
the vote 12,049
---------
2. Shared power to vote or to direct
the vote --
---------
3. Sole power to dispose or to direct
the disposition 12,049
---------
4. Shared power to direct the
disposition --
---------
DAVIDSON KEMPNER ADVISERS INC.
(a) Aggregate Number of Securities Owned 184,161
---------
(b) Percentage 2.1%
---------
1. Sole Power to vote or to direct
the vote 184,161
---------
2. Shared Power to vote or to direct
the vote --
---------
3. Sole power to dispose or to direct
the dispositions 184,161
---------
4. Shared power to direct the
disposition --
---------
MARVIN H. DAVIDSON
(a) Aggregate Number of Securities Owned 455,400
---------
(b) Percentage 5.19%
---------
1. Sole Power to vote or to direct
the vote --
---------
2. Shared Power to vote or to direct
the vote 455,400
---------
3. Sole power to dispose or to direct
the dispositions --
---------
4. Shared power to direct the
disposition 455,400
---------
THOMAS L. KEMPNER, JR.
<PAGE>
SCHEDULE 13D
CUSIP NO. G722011109 PAGE 27 OF 36 PAGES
---------------------------
(a) Aggregate Number of Securities Owned 456,772 /1/
---------
(b) Percentage 5.21%
---------
1. Sole Power to vote or to direct
the vote 1,072
---------
2. Shared Power to vote or to direct
the vote 455,700
---------
3. Sole power to dispose or to direct
the disposition 1,072
---------
4. Shared power to direct the
disposition 455,700
---------
STEPHEN M. DOWICZ
(a) Aggregate Number of Securities Owned 455,700
---------
(b) Percentage 5.2%
---------
1. Sole Power to vote or to direct
the vote --
---------
2. Shared Power to vote or to direct
the vote 455,700
---------
3. Sole power to dispose or to direct
the disposition --
---------
4. Shared power to direct the
disposition 455,700
---------
SCOTT E. DAVIDSON
(a) Aggregate Number of Securities Owned 455,700
---------
(b) Percentage 5.2%
---------
1. Sole Power to vote or to direct
the vote --
---------
- --------
/1/ This amount includes 272 shares held of record by the Kempner Foundation,
of which Mr. Kempner is the Presi dent, 200 shares held of record by
Kempner Trust and 300 shares held of record by the Freund Trust, of which
Mr. Kempner is a trustee. Mr. Kempner disclaims beneficial ownership of
all such shares.
<PAGE>
SCHEDULE 13D
CUSIP NO. G722011109 PAGE 28 OF 36 PAGES
---------------------------
2. Shared Power to vote or to direct
the vote 455,700
---------
3. Sole power to dispose or to direct
the disposition --
---------
4. Shared power to direct the
disposition 455,700
---------
MICHAEL J. LEFFELL
(a) Aggregate Number of Securities Owned 455,700
---------
(b) Percentage 5.2%
---------
1. Sole Power to vote or to direct
the vote --
---------
2. Shared Power to vote or to direct
the vote 455,700
---------
3. Sole power to dispose or to direct
the disposition --
---------
4. Shared power to direct the
disposition 455,700
---------
THOMAS L. KEMPNER FOUNDATION INC.
(a) Aggregate Number of Securities Owned 272
---------
(b) Percentage .003%
---------
1. Sole Power to vote or to direct
the vote 272
---------
2. Shared Power to vote or to direct
the vote --
---------
3. Sole power to dispose or to direct
the disposition 272
---------
4. Shared power to direct the
disposition --
---------
DAVIDSON KEMPNER INTERNATIONAL LTD.
(a) Aggregate Number of Securities Owned 4,554
---------
(b) Percentage .052%
---------
<PAGE>
SCHEDULE 13D
CUSIP NO. G722011109 PAGE 29 OF 36 PAGES
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1. Sole Power to vote or to direct
the vote 4,554
---------
2. Shared Power to vote or to direct
the vote --
---------
3. Sole power to dispose or to direct
the disposition 4,554
---------
4. Shared power to direct the
disposition --
---------
(c) Information concerning transactions in the Common
Stock effected by Davidson Kempner International
Ltd. set forth in Appendix II.
MASTERS FUND, L.P.
(a) Aggregate Number of Securities Owned 1,500
---------
(b) Percentage .017%
---------
1. Sole Power to vote or to direct
the vote 1,500
---------
2. Shared Power to vote or to direct
the vote --
---------
3. Sole power to dispose or to direct
the disposition 1,500
---------
4. Shared power to direct the
disposition --
---------
THOMAS KEMPNER AND THOMAS L. KEMPNER, JR., TRUSTEES
U/A/D 10/31/83 FBO THOMAS NATHANIEL KEMPNER
(a) Aggregate Number of Securities Owned 200
---------
(b) Percentage .002%
---------
1. Sole Power to vote or to direct
the vote 200
---------
2. Shared Power to vote or to direct
the vote --
---------
3. Sole power to dispose or to direct
the disposition 200
---------
<PAGE>
SCHEDULE 13D
CUSIP NO. G722011109 PAGE 30 OF 36 PAGES
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4. Shared power to direct the
disposition --
---------
DKIA
(a) Aggregate Number of Securities Owned 4,554
---------
(b) Percentage .052%
---------
1. Sole Power to vote or to direct
the vote 4,554
---------
2. Shared Power to vote or to direct
the vote --
---------
3. Sole power to dispose or to direct
the disposition 4,554
---------
4. Shared power to direct the
disposition --
---------
SEXTON FREUND 1984 FAMILY TRUST
(a) Aggregate Number of Securities Owned 300
---------
(b) Percentage .003%
---------
1. Sole Power to vote or to direct
the vote 300
---------
2. Shared Power to vote or to direct
the vote --
---------
3. Sole power to dispose or to direct
the disposition 300
---------
4. Shared power to direct the
disposition --
---------
Item 6. Contracts, Arrangements, Understandings or
- ------- ------------------------------------------
Relationships with Respect to Securities of the
-----------------------------------------------
Issuer
------
None.
Item 7. Material to be Filed as Exhibits
- ------- --------------------------------
None.
<PAGE>
SCHEDULE 13D
CUSIP NO. G722011109 PAGE 31 OF 36 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.
April 11, 1997
DAVIDSON KEMPNER PARTNERS
By MHD Management Co., its
general partner
By: Thomas L. Kempner, Jr.
--------------------------
Thomas L. Kempner, Jr.
General Partner
DAVIDSON KEMPNER INSTITUTIONAL
PARTNERS, L.P.
By Davidson Kempner Advisers
Inc., its general partner
By: Thomas L. Kempner, Jr.
--------------------------
Thomas L. Kempner, Jr.
Secretary
DAVIDSON KEMPNER ENDOWMENT PARTNERS
By MHD Management Co., its
general partner
By: Thomas L. Kempner, Jr.
--------------------------
Thomas L. Kempner, Jr.
General Partner
MHD MANAGEMENT CO.
By: Thomas L. Kempner, Jr.
--------------------------
Thomas L. Kempner, Jr.
General Partner
<PAGE>
SCHEDULE 13D
CUSIP NO. G722011109 PAGE 32 OF 36 PAGES
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DAVIDSON KEMPNER ADVISERS INC.
By: Thomas L. Kempner, Jr.
--------------------------
Thomas L. Kempner, Jr.
Secretary
Marvin H. Davidson
--------------------------
Marvin H. Davidson
Thomas L. Kempner, Jr.
--------------------------
Thomas L. Kempner, Jr.
Stephen M. Dowicz
--------------------------
Stephen M. Dowicz
Scott E. Davidson
--------------------------
Scott E. Davidson
Michael J. Leffell
--------------------------
Michael J. Leffell
THOMAS L. KEMPNER FOUNDATION
INC.
By: Thomas L. Kempner, Jr.
--------------------------
Thomas L. Kempner, Jr.
President
DAVIDSON KEMPNER INTERNATIONAL LTD.
By Davidson Kempner International
Advisors, L.L.C.
By: Thomas L. Kempner, Jr.
--------------------------
Thomas L. Kempner, Jr.
A Managing Member
<PAGE>
SCHEDULE 13D
CUSIP NO. G722011109 PAGE 33 OF 36 PAGES
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MASTERS FUND, L.P.
By Davidson Kempner Advisers
Inc., its Investment Manager
By: Thomas L. Kempner, Jr.
--------------------------
Thomas L. Kempner, Jr.
Secretary
THOMAS KEMPNER AND THOMAS L.
KEMPNER, JR. TRUSTEES U/A/D 10/31/83
FBO THOMAS NATHANIEL KEMPNER
By: Thomas L. Kempner, Jr.
--------------------------
Thomas L. Kempner, Jr., Trustee
SEXTON FREUND 1984 FAMILY TRUST
By: Thomas L. Kempner, Jr.
--------------------------
Thomas L. Kempner, Jr., Trustee
<PAGE>
SCHEDULE 13D
CUSIP NO. G722011109 PAGE 34 OF 36 PAGES
---------------------------
DAVIDSON KEMPNER INTERNATIONAL
ADVISORS, L.L.C.
By: Thomas L. Kempner, Jr.
--------------------------
Thomas L. Kempner, Jr.
A Managing Member
<PAGE>
SCHEDULE 13D
CUSIP NO. G722011109 PAGE 35 OF 36 PAGES
---------------------------
APPENDIX I
Davidson Kempner Advisers Inc. and
----------------------------------
Davidson Kempner International Advisors, L.L.C.
-----------------------------------------------
Present Principal Occupation
Name and Position and Business Address
- ----------------- ----------------------------
Marvin H. Davidson Investment Advisor
DKAI - President 885 Third Avenue
DKIA - Executive Managing New York, NY 10022
Member
Stephen M. Dowicz Investment Advisor
DKAI - Treasurer 885 Third Avenue
DKIA - Managing Member New York, NY 10022
Thomas L. Kempner, Jr. Investment Advisor
DKAI - Secretary 885 Third Avenue
DKIA - Managing Member New York, NY 10022
Scott E. Davidson Investment Advisor
DKAI - Managing Director 885 Third Avenue
DKIA - Managing Member New York, NY 10022
Michael J. Leffell Investment Advisor
DKAI - Managing Director 885 Third Avenue
DKIA - Managing Member New York, NY 10022
Thomas L. Kempner Foundation Inc.
---------------------------------
Present Principal Occupation
Name and Position and Business Address
- ----------------- ----------------------------
Thomas L. Kempner, Jr. Investment Advisor
President 885 Third Avenue
New York, NY 10022
All of the above named individuals are citizens of the United States.
<PAGE>
SCHEDULE 13D
CUSIP NO. G722011109 PAGE 36 OF 36 PAGES
---------------------------
APPENDIX II
Presidio Capital Corp.
Transaction Schedule
From November 6, 1995 to January 5, 1996
Davidson Kempner Institutional Partners, L.P.
Date Quantity Price/Share Where/How
---- -------- ----------- ---------
1/5/96 23,538 39.50 Open Market Purchase
Davidson Kempner International Ltd.
Date Quantity Price/Share Where/How
---- -------- ----------- ---------
1/5/96 2,804 39.50 Open Market Purchase
