UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.__)*
PRESIDIO CAPITAL CORP.
------------------------------------
(Name of Issuer)
Class A Common Stock, $.01 Par Value
-------------------------------------------
(Title of Class of Securities)
G72201109
---------------------
(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
---------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 8, 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 10 Pages
Exhibit Index: Page 9
- --------
* 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 10 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*
Not applicable
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 1,195,308
Shares
Beneficially 8 Shared Voting Power
Owned By 11,126
Each
Reporting 9 Sole Dispositive Power
Person 1,195,308
With
10 Shared Dispositive Power
19,990
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,195,308
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[_]
13 Percent of Class Represented By Amount in Row (11)
13.6%
14 Type of Reporting Person*
BD, IA, PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 3 of 10 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*
Not applicable
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 1,206,434
Each
Reporting 9 Sole Dispositive Power
Person 4,000
With
10 Shared Dispositive Power
1,220,919
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 10 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*
Not applicable
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 1,206,434
Each
Reporting 9 Sole Dispositive Power
Person 539
With
10 Shared Dispositive Power
1,212,738
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 10 Pages
Item 1. Security and Issuer.
This Schedule 13D relates to shares of Class A Common Stock, $.01 par
value per share (the "Shares"), of Presidio Capital Corp. (the "Issuer"). The
address of the principal executive offices of the Issuer is c/o Hemisphere
Management (Cayman) Limited, Zephyr House, Mary Street, Grand Cayman, Cayman
Islands, British West Indies.
Item 2. Identity and Background.
This statement is filed on behalf of the following reporting persons
(the "Reporting Persons"): (i) Angelo, Gordon & Co., L.P. ("Angelo, Gordon"),
(ii) John M. Angelo, in his capacities as a general partner of AG Partners,
L.P., the sole general partner of Angelo, Gordon, and the chief executive
officer of Angelo, Gordon and (iii) Michael L. Gordon, in his capacities as the
other general partner of AG Partners, L.P., the sole general partner of Angelo,
Gordon, and the chief operating officer of Angelo, Gordon.
Angelo, Gordon is a Delaware limited partnership. Its principal
business is providing investment advice to client funds and managed accounts.
The address of the principal business of Angelo, Gordon is located at 245 Park
Avenue, New York, NY 10167.
The business address of Mr. Angelo is 245 Park Avenue, New York, NY
10167. Mr. Angelo's principal occupation is acting as chief executive officer of
Angelo, Gordon. Mr. Angelo is a United States citizen.
The business address of Mr. Gordon is 245 Park Avenue, New York, NY
10167. Mr. Gordon's principal occupation is acting as chief operating officer of
Angelo, Gordon. Mr. Gordon is a United States citizen.
During the last five years, none of the Reporting Persons has (a) been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors), or (b) 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.
None of the Reporting Persons has expended any funds or other
consideration within the last 60 days to purchase the Shares beneficially owned
or deemed to be beneficially owned by any Reporting Person.
Item 4. Purpose of Transaction.
As reported in the Issuer'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 Holdings, L.L.C. ("T-2"), the Issuer and the T-2 Organizers (as
defined in the Issuer's Form 10-K), T-2 was required to conduct a rights
offering to the Issuer's common stockholders as soon as practicable, which the
Issuer 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. The
Reporting Persons desire that all issues necessary for initiation of the rights
offering finally be resolved. The Reporting Persons 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 offerings. If, in the course of such communications, other issues are
raised, the Reporting Persons may attempt to facilitate resolution of such other
issues as well. In this connection, the Reporting Persons have, together with
another shareholder of the Issuer, retained counsel to assist them. The
Reporting Persons, however, expressly disclaim membership in any "group" (within
the meaning of Regulation 13D) with such other shareholder as a result of the
retention of such counsel.
<PAGE>
Page 6 of 10 Pages
Item 5. Interest in Securities of the Issuer.
(a) Angelo, Gordon may be deemed to be the beneficial owner of 1,195,308
Shares which constitute approximately 13.6% 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 1,079,691 Shares held for the
account of thirteen 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 1,195,308 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 1,195,308 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 7 of 10 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 1,195,308 4,000 539
direct the vote:
shared power to vote or to 11,126 1,206,434 1,206,434
direct the vote:
sole power to dispose or to 1,195,308 4,000 539
direct the disposition of:
shared power to dispose or to 19,990 1,220,919 1,212,738
direct the disposition of:
</TABLE>
(c) There have been no transactions effected with respect to the Shares
during the past 60 days by any of the Reporting Persons.
(d) The limited partners of (or investors in) each of thirteen funds and
accounts for which Angelo, Gordon acts as general partner and/or investment
advisor 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 6. Contracts, Arrangements, Understandings in Relationship with Respect
to Securities of the Issuer.
Except as otherwise disclosed herein, none of the Reporting Persons has any
contracts, arrangements, understandings or relationships with respect to any
securities of the Issuer.
Item 7. Material to be Filed as Exhibits.
Joint Filing Agreement dated April 8, 1997 by and among Angelo, Gordon &
Co., L.P., Mr. John M. Angelo and Mr. Michael L. Gordon.
<PAGE>
Page 8 of 10 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 8, 1997 ANGELO, GORDON & CO., L.P.
By: AG Partners, L.P.
General Partner
By: /s/ Michael L. Gordon
--------------------------
Name: Michael L. Gordon
Title: General Partner
Dated: April 8, 1997 /s/ John M. Angelo
------------------
John M. Angelo
Dated: April 8, 1997 /s/ Michael L. Gordon
---------------------
Michael L. Gordon
<PAGE>
Page 9 of 10 Pages
EXHIBIT INDEX
Page No.
-------
A. Joint Filing Agreement dated April 8, 1997 by and among
Angelo, Gordon & Co., L.P., Mr. John M. Angelo and Mr.
Michael L. Gordon ............................................. 10
Page 10 of 10 Pages
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13D with
respect to the Common Stock of Presidio Capital Corp. dated April 8, 1997 and
any attendance thereto 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 8, 1997 ANGELO, GORDON & CO., L.P.
By: AG Partners, L.P.
General Partner
By: /s/ Michael L. Gordon
--------------------------
Name: Michael L. Gordon
Title: General Partner
/s/ John M. Angelo
------------------
John M. Angelo
/s/ Michael L. Gordon
---------------------
Michael L. Gordon
