UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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)
December 15, 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 9 Pages
Exhibit Index: Page 8
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* 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*
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)
13.0%
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*
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 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*
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 9 Pages
This Amendment No. 3 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. 3 amends the initial statement on Schedule
13D dated April 9, 1997 (the "Initial Statement") as amended by Amendment No. 1
dated April 29, 1997 and Amendment No. 2 dated August 20, 1997. This Amendment
No. 3 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.
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Item 4 of the Schedule 13D as previously filed is amended to
include the following supplemental information:
In Amendment No. 2 to the Initial Statement, the Reporting
Persons disclosed that on August 20, 1997 they and M.H. Davidson & Co. sent a
letter to the Board of Directors of the Issuer requesting the appointment of
Jeffrey H. Aronson (who is affiliated with Angelo, Gordon) and Thomas 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. On
September 23, 1997, the Issuer disclosed in a Form 8-K that certain former
directors of the Issuer and Presidio Holding Company, LLC ("Presidio") entered
into an agreement pursuant to which, among other things, Presidio agreed to take
all necessary action to appoint two additional directors upon satisfaction of
all requirements with respect thereto under applicable laws and the Memorandum
and Articles of Association of the Issuer. As of the date of this Amendment,
Messrs. Aronson and Kempner have not been appointed to the Board of Directors of
the Issuer.
On December 3, 1997, the Reporting Persons commenced working with
M.H. Davidson & Co. and Stonehill Investment Corporation with a view to
formulating responses to one or more proposals from Presidio that could involve
one or more of the matters described in clauses (a) through (j) of Item 4 of
Schedule 13D. Representatives of the Reporting Persons, M.H. Davidson & Co. and
Stonehill Investment Corporation have had communications with representatives of
Presidio concerning such potential proposals. No specific agreements or
arrangements exist with respect such matters or with respect to acting jointly
among the Reporting Persons, M.H. Davidson & Co. and Stonehill Investment
Corporation, and it is possible that no agreements or arrangements will result
from any of these discussions. The Reporting Persons 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.
Reference is made to the Schedules 13D filed by each of Presidio
and entities affiliated therewith, M.H. Davidson & Co. and entities affiliated
therewith and Stonehill Partners, L.P. and entities affiliated therewith for
further information relating to those persons.
<PAGE>
Page 6 of 9 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.
<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: December 15, 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: December 15, 1997 /s/ John M. Angelo
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John M. Angelo
Dated: December 15, 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 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
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John M. Angelo
/s/ Michael L. Gordon
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Michael L. Gordon
