UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
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)
*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 disclosure
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).
Continued on following page(s)
Page 1 of 11 Pages
Exhibit Index: Page 9
<PAGE>
SCHEDULE 13G
CUSIP No. G72201109 Page 2 of 11 Pages
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 Citizenship or Place of Organization
DELAWARE
5 Sole Voting Power
Number of 1,195,308
Shares
Beneficially 6 Shared Voting Power
Owned By 11,126
Each
Reporting 7 Sole Dispositive Power
Person 1,195,308
With
8 Shared Dispositive Power
19,990
9 Aggregate Amount Beneficially Owned by Each Reporting Person
1,195,308
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*[_]
11 Percent of Class Represented By Amount in Row (9)
13.6%
12 Type of Reporting Person*
BD, IA, PN
<PAGE>
SCHEDULE 13G
CUSIP No. G72201109 Page 3 of 11 Pages
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 Citizenship or Place of Organization
UNITED STATES
5 Sole Voting Power
Number of 4,000
Shares
Beneficially 6 Shared Voting Power
Owned By 1,206,434
Each
Reporting 7 Sole Dispositive Power
Person 4,000
With
8 Shared Dispositive Power
1,220,919
9 Aggregate Amount Beneficially Owned by Each Reporting Person
4,300
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*[_]
11 Percent of Class Represented By Amount in Row (9)
0.0%
12 Type of Reporting Person*
IN, HC
<PAGE>
SCHEDULE 13G
CUSIP No. G72201109 Page 4 of 11 Pages
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 Citizenship or Place of Organization
UNITED STATES
5 Sole Voting Power
Number of 539
Shares
Beneficially 6 Shared Voting Power
Owned By 1,206,434
Each
Reporting 7 Sole Dispositive Power
Person 539
With
8 Shared Dispositive Power
1,212,738
9 Aggregate Amount Beneficially Owned by Each Reporting Person
4,162
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*[_]
11 Percent of Class Represented By Amount in Row (9)
0.0%
12 Type of Reporting Person*
IN, HC
<PAGE>
Page 5
Item 1(a) Name of Issuer:
Presidio Capital Corp. (the "Issuer").
Item 1(b) Address of the Issuer's Principal Executive Offices:
c\o Hemisphere Management (Cayman) Limited, Zephyr House, Mary
Street, Grand Cayman, Cayman Islands, British West Indies
Item 2(a) Name of Person Filing:
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.
Item 2(b) Address of Principal Business Office or, if none, Residence:
(i) The principal business office of Angelo, Gordon is located at 245
Park Avenue, New York, NY 10167.
(ii) The address of the principal business office of Mr. Angelo is 245
Park Avenue, New York, NY 10167.
(iii) The address of the principal business office of Mr. Gordon is 245
Park Avenue, New York, NY 10167.
Item 2(c) Citizenship:
(i) Angelo, Gordon is a Delaware limited partnership.
(ii) Mr. Angelo is a citizen of the United States.
(iii) Mr. Gordon is a citizen of the United States.
Item 2(d) Title of Class of Securities:
Class A Common Stock, $0.01 par value (the "Shares").
Item 2(e) CUSIP Number:
G72201109
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Page 6
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or
13d-2(b), check whether the person filing is a:
(i) Angelo, Gordon is a broker-dealer registered under Section 15 of
the Act and an investment adviser registered under Section 203 of
the Investment Advisers Act of 1940.
(ii) Mr. Angelo is a "parent holding company."
(iii) Mr. Gordon is a "parent holding company."
Item 4. Ownership:
(a) Amount Beneficially Owned:
(i) As of December 31, 1996, Angelo, Gordon may be deemed to be the
beneficial owner of 1,195,308 Shares as a result of voting and
dispositive powers that it held with respect to 115,617 Shares it
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 clients of Angelo, Gordon from whom Mr. Angelo or Mr. Gordon
have been given such dispositive powers.
(ii) 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 paragraph (a)(i) above. In addition thereto, Mr.
Angelo may be deemed to have voting and dispositive powers with
respect to the 11,126 Shares referred to in paragraph (a)(i)
above, 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 clients 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.
(iii) 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 paragraph (a)(i) above. In addition thereto, Mr.
Gordon may be deemed to have voting and dispositive powers with
respect to the 11,126 Shares referred to in paragraph (a)(i)
above, of which 3,623 Shares are for his benefit as previously
stated. Also, Mr. Gordon has dispositve powers, but not voting
powers, with respect to 6,304 Shares owned by clients 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.
(b) Percent of Class:
The number of Shares beneficially owned by Angelo, Gordon, Mr.
Angelo and Mr. Gordon constitute 13.6%, 0.0% and 0.0%,
respectively of the total number of Shares outstanding.
<PAGE>
Page 7
(c) Number of shares as to which such person has:
Angelo,Gordon Mr. Angelo Mr. Gordon
------------- ---------- ----------
(i) sole power to vote or to
direct the vote: 1,195,308 4,000 539
(ii) shared power to vote or
to direct the vote: 11,126 1,206,434 1,206,434
(iii) sole power to dispose or
to direct the disposition of: 1,195,308 4,000 539
(iv) shared power to dispose or
to direct the disposition of: 19,990 1,220,919 1,212,738
Item 5. Ownership of Five Percent or Less of a Class:
This Item 5 is not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person:
The limited partners of (or investors in) each of thirteen funds
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.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported On by the Parent Holding
Company:
See Exhibit B.
Item 8. Identification and Classification of Members of the Group:
This Item 8 is not applicable.
Item 9. Notice of Dissolution of Group:
This Item 9 is not applicable.
Item 10. Certification:
By signing below each of the Reporting Persons certifies that, to
the best of such person's knowledge and belief, the securities
referred to above were acquired in the ordinary course of
business and were not acquired for the purpose of and do not have
the effect of changing or influencing the control of the issuer
of such securities and were not acquired in connection with or as
a participant in any transaction having such purposes or effect.
<PAGE>
Page 8
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: February 10, 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: February 10, 1997 /S/ JOHN M. ANGELO
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JOHN M. ANGELO
Dated: February 10, 1997 /S/ MICHAEL L. GORDON
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MICHAEL L. GORDON
<PAGE>
Page 9
EXHIBITS
Page
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A. Joint Filing Agreement, dated February 7, 1996, by and among
Angelo, Gordon & Co., L.P., Mr. John M. Angelo and Mr.
Michael L. Gordon ..................................................10
B. Item 7 disclosure ..................................................11
Page 10
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G
with respect to the Common Stock of Presidio Capital Corp. dated February 7,
1996 is, and any amendments 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: February 7, 1996 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
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JOHN M. ANGELO
/S/ MICHAEL L. GORDON
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MICHAEL L. GORDON
Page 11
EXHIBIT B
ITEM 7
Angelo, Gordon is the relevant subsidiary for which Mr. Angelo
and Mr. Gordon may each be considered a "parent holding company."
Angelo, Gordon is a broker-dealer registered under Section 15 of
the Act and an investment adviser registered under the Investment Advisers Act
of 1940.
