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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(AMENDMENT NO. 3)
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)
-----------------------
August 20, 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 |_|.
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Page 1 of 23 Pages
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Page 2 of 23 Pages
SCHEDULE 13D
CUSIP NO. G722011109
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 217,171
SHARES
8 SHARED VOTING POWER
BENEFICIALLY OWNED
--
BY EACH REPORTING
9 SOLE DISPOSITIVE POWER
PERSON 217,171
WITH
10 SHARED DISPOSITIVE POWER
--
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
217,171
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.47%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
Page 3 of 23 Pages
SCHEDULE 13D
CUSIP NO. G722011109
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 395,015
SHARES
8 SHARED VOTING POWER
BENEFICIALLY OWNED
--
BY EACH REPORTING
9 SOLE DISPOSITIVE POWER
PERSON 395,015
WITH
10 SHARED DISPOSITIVE POWER
--
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
395,015
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.49%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
Page 4 of 23 Pages
SCHEDULE 13D
CUSIP NO. G722011109
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Davidson Kempner Endowment 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
New York
7 SOLE VOTING POWER
NUMBER OF 137,094
SHARES
8 SHARED VOTING POWER
BENEFICIALLY OWNED
--
BY EACH REPORTING
9 SOLE DISPOSITIVE POWER
PERSON 137,094
WITH
10 SHARED DISPOSITIVE POWER
--
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
137,094
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.56%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
Page 5 of 23 Pages
SCHEDULE 13D
CUSIP NO. G722011109
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 354,265
SHARES
8 SHARED VOTING POWER
BENEFICIALLY OWNED
--
BY EACH REPORTING
9 SOLE DISPOSITIVE POWER
PERSON 354,265
WITH
10 SHARED DISPOSITIVE POWER
--
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
354,265
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.03%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
Page 6 of 23 Pages
SCHEDULE 13D
CUSIP NO. G722011109
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
8 SHARED VOTING POWER
BENEFICIALLY OWNED
--
BY EACH REPORTING
9 SOLE DISPOSITIVE POWER
PERSON 12,049
WITH
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)
1.37%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
Page 7 of 23 Pages
SCHEDULE 13D
CUSIP NO. G722011109
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 395,015
SHARES
8 SHARED VOTING POWER
BENEFICIALLY OWNED
--
BY EACH REPORTING
9 SOLE DISPOSITIVE POWER
PERSON 395,015
WITH
10 SHARED DISPOSITIVE POWER
--
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
395,015
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.49%
14 TYPE OF REPORTING PERSON
CO
<PAGE>
Page 8 of 23 Pages
SCHEDULE 13D
CUSIP NO. G722011109
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
8 SHARED VOTING POWER
BENEFICIALLY OWNED
792,829
BY EACH REPORTING
9 SOLE DISPOSITIVE POWER
PERSON --
WITH
10 SHARED DISPOSITIVE POWER
792,829
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
792,829
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [x]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.01%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
Page 9 of 23 Pages
SCHEDULE 13D
CUSIP NO. G722011109
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
8 SHARED VOTING POWER
BENEFICIALLY OWNED
792,829
BY EACH REPORTING
9 SOLE DISPOSITIVE POWER
PERSON 1,072
WITH
10 SHARED DISPOSITIVE POWER
792,829
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
793,901
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [x]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.02%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
Page 10 of 23 Pages
SCHEDULE 13D
CUSIP NO. G722011109
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
8 SHARED VOTING POWER
BENEFICIALLY OWNED
792,829
BY EACH REPORTING
9 SOLE DISPOSITIVE POWER
PERSON --
WITH
10 SHARED DISPOSITIVE POWER
792,829
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
792,829
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [x]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.01%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
Page 11 of 23 Pages
SCHEDULE 13D
CUSIP NO. G722011109
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
8 SHARED VOTING POWER
BENEFICIALLY OWNED
792,829
BY EACH REPORTING
9 SOLE DISPOSITIVE POWER
PERSON --
WITH
10 SHARED DISPOSITIVE POWER
792,829
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
792,829
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [x]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.01%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
Page 12 of 23 Pages
SCHEDULE 13D
CUSIP NO. G722011109
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
8 SHARED VOTING POWER
BENEFICIALLY OWNED
792,829
BY EACH REPORTING
9 SOLE DISPOSITIVE POWER
PERSON --
WITH
10 SHARED DISPOSITIVE POWER
792,829
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
792,829
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.01%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
Page 13 of 23 Pages
SCHEDULE 13D
CUSIP NO. G722011109
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
8 SHARED VOTING POWER
BENEFICIALLY OWNED
--
BY EACH REPORTING
9 SOLE DISPOSITIVE POWER
PERSON 272
WITH
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>
Page 14 of 23 Pages
SCHEDULE 13D
CUSIP NO. G722011109
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 Island
7 SOLE VOTING POWER
NUMBER OF 31,500
SHARES
8 SHARED VOTING POWER
BENEFICIALLY OWNED
--
BY EACH REPORTING
9 SOLE DISPOSITIVE POWER
PERSON 31,500
WITH
10 SHARED DISPOSITIVE POWER
--
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
31,500
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.36%
14 TYPE OF REPORTING PERSON
CO
<PAGE>
Page 15 of 23 Pages
SCHEDULE 13D
CUSIP NO. G722011109
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/ 10/31/31/83
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
8 SHARED VOTING POWER
BENEFICIALLY OWNED
--
BY EACH REPORTING
9 SOLE DISPOSITIVE POWER
PERSON 200
WITH
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>
Page 16 of 23 Pages
SCHEDULE 13D
CUSIP NO. G722011109
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
8 SHARED VOTING POWER
BENEFICIALLY OWNED
--
BY EACH REPORTING
9 SOLE DISPOSITIVE POWER
PERSON 300
WITH
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>
Page 17 of 23 Pages
SCHEDULE 13D
CUSIP NO. G722011109
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 31,500
SHARES
8 SHARED VOTING POWER
BENEFICIALLY OWNED
--
BY EACH REPORTING
9 SOLE DISPOSITIVE POWER
PERSON 31,500
WITH
10 SHARED DISPOSITIVE POWER
--
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
31,500
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.36%
14 TYPE OF REPORTING PERSON
CO
<PAGE>
Page 18 of 23 Pages
This Amendment No. 3 to Schedule 13D with respect to shares of
Class A Common Stock, par value $.01 per share (the "Common Stock"), of Presidio
Capital Corp. (the "Company") originally filed on January 16, 1996 as amended by
Amendment No. 1 dated March 31, 1997 and Amendment No. 2 dated April 17, 1997
(the "Schedule 13D") amends Items 4, 6 and 7 of the Schedule 13D.
The Schedule 13D is hereby amended as follows:
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.
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.
The Reporting Parties have notified the Board of Directors of
the Company that the Reporting Parties, together with Angelo, Gordon & Co. and
its managed funds and accounts ("Angelo Gordon"), other similarly situated
holders of shares of Common Stock, are seeking to appoint Thomas L. Kempner and
Jeffrey H. Aronson as directors of the Board of Directors of the Company
pursuant to rights granted to certain holders of Common Stock (the "Relevant
Group"), including the Reporting Parties and Angelo Gordon, by Article 79A of
the Memorandum of Association of the Company. The Reporting Parties believe that
the appointment of such directors by the Relevant Group is effected by the
affirmative vote of the holders of a majority of the shares of Common Stock held
by the Relevant Group. The Reporting Parties together with Angelo Gordon control
such a majority.
<PAGE>
SCHEDULE 13D
CUSIP No. G722011109 Page 19 of 23 Pages
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;
(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.
<PAGE>
SCHEDULE 13D
CUSIP No. G722011109 Page 20 of 23 Pages
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.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
The reporting parties, represented for this purpose by MH
Davidson & Co., together with Angelo Gordon, have executed and delivered a
memorandum to the Board of Directors of the Company, dated August 20, 1997
seeking to have Thomas L. Kempner and Jeffrey H. Aronson appointed to the Board
of Directors of the Company pursuant to Article 79A of the Memorandum of
Association of the company.
Item 7. Material to be Filed as Exhibits
Exhibit 1. Memorandum to the Board of Directors of the Company,
dated August 20, 1997, from Angelo, Gordon & Co. and
MH Davidson & Co.
<PAGE>
SCHEDULE 13D
CUSIP No. G722011109 Page 21 of 23 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.
August 21, 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 22 of 23 Pages
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. Lefell
--------------------------
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 23 of 23 Pages
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
DAVIDSON KEMPNER INTERNATIONAL
ADVISORS, L.L.C.
By: Thomas L. Kempner, Jr.
--------------------------
Thomas L. Kempner, Jr.
A Managing Member
EXHIBIT 1
August 20, 1997
VIA FACSIMILE
Memorandum to the Board of Directors of Presidio Capital Corp. ("PCC")
This letter is sent to you on behalf of Angelo, Gordon & Co.,
L.P. ("Angelo, Gordon") and MH Davidson & Company ("MH Davidson") and their
respective managed funds and accounts, beneficial owners of more than a majority
of all the shares of PCC not held by Control Parties.
As you are aware, pursuant to Article 79A of the Memorandum of
Association (the "Memorandum") of PCC, "so long as at least 15% of all shares of
the Company are beneficially owned by persons who are not Control Parties, at
least two directors shall at all times be elected by, and subject to removal
only by, a majority vote of such persons."
We understand that pursuant to a letter, dated July 29, 1997,
from Cahill Gordon & Reindel to PCC's shareholders, Presidio Holding Company,
LLC ("PHC") has taken action by resolution to remove the existing Class A
directors as of September 2, 1997 and to appoint their successors.
Angelo, Gordon and MH Davidson and their respective managed
funds and accounts, as the beneficial owners of more than a majority of all the
shares of PCC not held by Control Parties, hereby request, in accordance with
Article 79A of the Memorandum, that Jeffrey H. Aronson and Thomas L. Kempner be
appointed as directors of PCC effective as of the date hereof or as promptly as
practicable hereafter in accordance with the Memorandum and applicable law.
Please advise the undersigned as to when this appointment
shall become effective.
Very truly yours,
Angelo, Gordon & Co., L.P.
By: /s/Jeffrey H. Aronson
Jeffrey H. Aronson
MH Davidson & Company
By: /s/Michael J. Leffell
Michael J. Leffell
cc: Edward Sheetz
Charles E. Davidson
