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.
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(Name of Issuer)
Class A Common Stock, $.01 Par Value
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(Title of Class of Securities)
G72201109
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(CUSIP Number)
Stephen M. Vine, Esq.
Akin, Gump, Strauss, Hauer & Feld, L.L.P.
590 Madison Avenue
New York, New York 10022
(212) 872-1030
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 17, 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
schedule because of Rule 13d-1(b)(3) or (4), check the following box [X]**
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d- 1(a) for other parties to whom copies are to be
sent.
Continued on following page(s)
Page 1 of 9 Pages
Exhibit Index: Page 8
- --------
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.
** The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
<PAGE>
Page 2 of 9 Pages
SCHEDULE 13D
CUSIP No. G72201109
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
ANGELO, GORDON & CO., L.P.
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [X]
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 1,295,308
Shares
Beneficially 8 Shared Voting Power
Owned By 11,126
Each
Reporting 9 Sole Dispositive Power
Person 1,295,308
With
10 Shared Dispositive Power
19,990
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,295,308
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[_]
13 Percent of Class Represented By Amount in Row (11)
14.7%
14 Type of Reporting Person*
BD, IA, PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 3 of 9 Pages
SCHEDULE 13D
CUSIP No. G72201109
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
JOHN M. ANGELO
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [X]
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 4,000
Shares
Beneficially 8 Shared Voting Power
Owned By 1,306,434
Each
Reporting 9 Sole Dispositive Power
Person 4,000
With
10 Shared Dispositive Power
1,320,919
11 Aggregate Amount Beneficially Owned by Each Reporting Person
4,300
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*
IN, HC
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 4 of 9 Pages
SCHEDULE 13D
CUSIP No. G72201109
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
MICHAEL L. GORDON
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [X]
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 539
Shares
Beneficially 8 Shared Voting Power
Owned By 1,306,434
Each
Reporting 9 Sole Dispositive Power
Person 539
With
10 Shared Dispositive Power
1,312,738
11 Aggregate Amount Beneficially Owned by Each Reporting Person
4,162
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*
IN, HC
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 5 of 9 Pages
This Amendment No. 1 to Schedule 13D relates to shares of Class A Common
Stock, $.01 par value per share (the "Shares"), of Presidio Capital Corp. (the
"Issuer") and amends the initial statement on Schedule 13D dated April 8, 1997
(the "Initial Statement"). This Amendment No. 1 is being filed to report that,
as a result of the recent acquisition of Shares, the number of Shares of which
Angelo, Gordon & Co., L.P., a Delaware limited partnership ("Angelo, Gordon"),
may be deemed to be the beneficial owner has increased by more than 1% of the
outstanding Shares. Capitalized terms used herein but not defined herein shall
have the meanings ascribed to them in the Initial Statement. The Initial
Statement is supplementally amended as follows.
Item 3. Source and Amount of Funds or Other Consideration.
Angelo, Gordon expended approximately $2,050,000 of the funds of four
private investment funds for which it acts as general partner and/or investment
adviser to acquire the 100,000 Shares reported as having been acquired herein.
Item 5. Interest in Securities of the Issuer.
(a) Angelo, Gordon may be deemed to be the beneficial owner of 1,295,308
Shares which constitute approximately 14.7% of the total number of Shares
outstanding.
Mr. Angelo is the beneficial owner of 4,300 Shares which constitute
approximately 0.0% of the total number of Shares outstanding.
Mr. Gordon is the beneficial owner of 4,162 Shares which constitute
approximately 0.0% of the total number of Shares outstanding.
(b) Angelo, Gordon has voting and dispositive powers with respect to
115,617 Shares held for its own account and 1,179,691 Shares held for the
accounts of seventeen private investment funds and managed accounts for which it
acts as general partner and/or investment adviser. In addition thereto, Angelo,
Gordon may be deemed to have voting and dispositive powers with respect to
11,126 Shares owned by an employee benefit plan sponsored by Angelo, Gordon for
which Mr. Angelo and Mr. Gordon are trustees with voting and dispositive powers.
Also, Angelo, Gordon may be deemed to have dispositive powers, but not voting
powers, with respect to 8,864 Shares owned by brokerage customers of Angelo,
Gordon from whom Mr. Angelo or Mr. Gordon have been given such dispositive
powers pursuant to discretionary trading authorizations over their accounts.
Mr. Angelo is the beneficial owner of the 1,300 Shares held for his own
account as well as 2,700 Shares held by his individual retirement account and
300 Shares held for his benefit in an employee benefit plan account. He may also
be considered a beneficial owner of the 1,295,308 Shares held by Angelo, Gordon
referred to in the previous paragraph. In addition thereto, Mr. Angelo may be
deemed to have voting and dispositive powers with respect to the 11,126 Shares
referred to in the previous paragraph, of which 300 Shares are for his benefit
as previously stated. Also, Mr. Angelo has dispositive powers, but not voting
powers, with respect to 14,485 Shares owned by brokerage customers of Angelo,
Gordon. Mr. Angelo is the chief executive officer of Angelo, Gordon and is a
general partner of AG Partners, L.P., the sole general partner of Angelo,
Gordon.
Mr. Gordon is the beneficial owner of the 539 Shares held for his own
account as well as 3,623 Shares held for his benefit in an employee benefit plan
account. He may also be considered a beneficial owner of the 1,295,308 Shares
held by Angelo, Gordon referred to in the first paragraph of this Item 5(b). In
addition thereto, Mr. Gordon may be deemed to have voting and dispositive powers
with respect to the 11,126 Shares referred to in such paragraph, of which 3,623
Shares are for his benefit as previously stated. Also, Mr. Gordon has
dispositive powers, but not voting powers, with respect to 6,304 Shares owned by
brokerage customers of Angelo, Gordon. Mr. Gordon is the chief operating officer
of Angelo, Gordon and is the other general partner of AG Partners, L.P., the
sole general partner of Angelo, Gordon.
<PAGE>
Page 6 of 9 Pages
Number of Shares as to which the following Reporting Person has:
<TABLE>
<CAPTION>
Angelo, Gordon Mr. Angelo Mr. Gordon
-------------- ---------- ----------
<S> <C> <C> <C>
sole power to vote or to 1,295,308 4,000 539
direct the vote:
shared power to vote or to 11,126 1,306,434 1,306,434
direct the vote:
sole power to dispose or to 1,295,308 4,000 539
direct the disposition of:
shared power to dispose or to 19,990 1,320,919 1,312,738
direct the disposition of:
</TABLE>
(c) On April 17, 1997, Angelo, Gordon purchased 100,000 Shares at a price
of $20.50 for the accounts of four private investment funds for which it acts as
general partner and/or investment adviser. This purchase, which was one block
trade, was executed in a routine brokerage transaction in the over-the-counter
market. Except as previously described, there have been no transactions effected
with respect to the Shares by any of the Reporting Persons since the filing of
the Initial Statement.
(d) The limited partners of (or investors in) each of seventeen funds and
accounts for which Angelo, Gordon acts as general partner and/or investment
adviser have the right to participate in the receipt of dividends from, or
proceeds from the sale of, securities held by their respective funds (including
the Shares) in accordance with their respective limited partnership interests
(or investment percentages) in their respective funds.
(e) Not applicable.
Item 7. Material to be Filed as Exhibits.
Joint Filing Agreement dated April 29, 1997 by and among Angelo, Gordon &
Co., L.P., Mr. John M. Angelo and Mr. Michael L. Gordon.
<PAGE>
Page 7 of 9 Pages
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: April 29, 1997 ANGELO, GORDON & CO., L.P.
By: AG Partners, L.P.
General Partner
By: /S/ MICHAEL L. GORDON
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Name: Michael L. Gordon
Title: General Partner
Dated: April 29, 1997 /S/ JOHN M. ANGELO
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John M. Angelo
Dated: April 29, 1997 /S/ MICHAEL L. GORDON
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Michael L. Gordon
<PAGE>
Page 8 of 9 Pages
EXHIBIT INDEX
Page No.
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A. Joint Filing Agreement dated April 29, 1997 by and among
Angelo, Gordon & Co., L.P., Mr. John M. Angelo and Mr.
Michael L. Gordon .............................................. 9
Page 9 of 9 Pages
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that Amendment No. 1 to the Schedule 13D with
respect to the Common Stock of Presidio Capital Corp. dated April 29, 1997, and
any subsequent amendments to the Schedule 13D initially filed with the
Securities Exchange Commission on April 8, 1997, signed by each of the
undersigned shall be filed on behalf of each of us pursuant to and in accordance
with the provisions of Rule 13d-1(f) under the Securities Exchange Act of 1934.
Dated: April 29, 1997 ANGELO, GORDON & CO., L.P.
By: AG Partners, L.P.
General Partner
By: /S/ MICHAEL L. GORDON
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Name: Michael L. Gordon
Title: General Partner
/S/ JOHN M. ANGELO
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John M. Angelo
/S/ MICHAEL L. GORDON
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Michael L. Gordon
