UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
PRESIDIO CAPITAL CORP.
------------------------------------
(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
---------------------------------------------
(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
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].*
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 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 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 1,295,308
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 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 1,306,434
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 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 1,306,434
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 10 Pages
This Amendment No. 2 to Schedule 13D relates to shares of Class A
Common Stock, $.01 par value per share (the "Shares"), of Presidio Capital Corp.
(the "Issuer"). This Amendment No. 2 amends the initial statement on Schedule
13D dated April 9, 1997 and the Amendment No. 1 to Schedule 13D dated April 29,
1997 (the "Initial Statement") filed by the Reporting Persons (as defined
herein). This Amendment No. 2 is being filed by the Reporting Persons to amend
and/or supplement certain information contained in the Initial Statement.
Capitalized terms used but not defined herein shall have the meanings ascribed
to them in the Initial Statement. The Schedule 13D is supplementally amended as
follows:
Item 4. Purpose of the Transaction.
- ------ --------------------------
Item 4 of the Schedule 13D as previously filed is amended to
include the following supplemental information:
In a memorandum dated August 20, 1997 (the "Notice"), Angelo,
Gordon and M.H. Davidson & Co. have notified the Board of Directors of the
Issuer that they, together with their respective managed funds and accounts,
wish to elect Jeffrey H. Aronson (who is affiliated with Angelo, Gordon) and
Thomas L. Kempner (who is affiliated with M.H. Davidson & Co.) as members of the
Board of Directors of the Issuer pursuant to the rights granted to minority
shareholders of the Issuer by Article 79A of the Articles of Association of the
Issuer. The Reporting Persons believe that the signatories to the Notice have
voting power over an aggregate amount of Shares sufficient to result in the
election of Mr. Aronson and Mr. Kempner.
Except as set forth above and in Item 4 of the Intitial
Statement, the Reporting Persons have no plans or proposals that relate to or
would result in any of the matters described in paragraphs (a) through (j) of
the disclosure instructions to Item 4 of Schedule 13D. The Reporting Persons,
however, may, at any time and from time to time, and reserve the right to,
acquire additional securities of the Issuer, dispose of any such securities of
the Issuer or formulate other plans or proposals regarding the Issuer or its
securities, to the extent deemed advisable by the Reporting Persons in light of
their general investment policies, market conditions or other factors.
Item 6. Contracts, Arrangements, Understandings or Relationships
- ------ ------------------------------------------------------------
with Respect to Securities of the Issuer.
----------------------------------------
Reference is made to Item 4 hereof (which is incorporated herein
by reference) for information concerning the Notice.
<PAGE>
Page 6 of 10 Pages
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.
Memorandum to the Board of Directors of the Issuer, dated August 20, 1997,
from Angelo, Gordon & Co., L.P. and M.H. Davidson & Co.
<PAGE>
Page 7 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: August 21, 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: August 21, 1997 /s/ John M. Angelo
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John M. Angelo
Dated: August 21, 1997 /s/ Michael L. Gordon
---------------------
Michael L. Gordon
<PAGE>
Page 8 of 10 Pages
EXHIBIT INDEX
Page No.
-------
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 ............................................. 11
B. Memorandum to the Board of Directors of the Issuer dated
August 20, 1997, from Angelo, Gordon & Co., L.P. and M.H.
Davidson & Co...................................................12
Page 9 of 10 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 and 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
--------------------------
Name: Michael L. Gordon
Title: General Partner
/s/ John M. Angelo
------------------
John M. Angelo
/s/ Michael L. Gordon
---------------------
Michael L. Gordon
Page 10 of 10 Pages
EXHIBIT B
MEMORANDUM TO BOARD OF DIRECTORS
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
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Jeffrey H. Aronson
MH Davidson & Company
By: /S/ MICHAEL J. LEFFELL
------------------------------
Michael J. Leffell
General Partner
cc: Edward Sheetz
Charles E. Davidson
