SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
_____________________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): November 21, 1996
Presidio Capital Corp.
(Exact Name of Registrant as Specified in Charter)
British Virgin Islands 0-25780 N/A
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
c/o Hemisphere Management (Cayman) Limited
Zephyr House, Mary Street, Grand Cayman
Cayman Islands, British West Indies N/A
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code:(441)295-9166
(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events.
On November 21, 1996, the Company, the post-bankruptcy successor to
Integrated Resources, Inc. ("Integrated"), sold in a private securitization
transaction the Company's rights to a deferred payment stream that was
originally generated by Integrated's tax shelter annuity business ("Payment
Rights"). Proceeds realized by the Company, net of the placement fee, rating
agency fees and reserves, was approximately $20.5 million.
The Payment Rights were sold to a trust which issued notes backed
solely by the Payment Rights. As part of this transaction, certificates
evidencing the equity ownership of the trust (and entitlement to the residual
of the Payment Rights upon satisfaction of the notes in full) were issued and
sold to two newly formed companies, T-Two TSA LLC and T-Two TSA II LLC. The
purchasers of the residual equity certificates are each owned 99% by T-Two
Holding, L.L.C. T-Two Holding, L.L.C. is also the indirect 99% owner of the
residual interest resulting from the contract right securitization completed
in March 1996 and is obligated to undertake a rights offering, or similar
vehicle, of its equity to the shareholders of the Company as soon as
practicable.
The complete text of the press release issued by the
Company is attached hereto as an exhibit and is hereby incorporated
by reference in its entirety to this item.
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits.
c. Exhibits
99.1 Press Release, dated November 21, 1996
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SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly authorized.
PRESIDIO CAPITAL CORP.
Dated: November 25, 1996 By: /s/ Jay L. Maymudes
Jay L. Maymudes
Vice President, Treasurer and
Chief Financial Officer
PRESIDIO CAPITAL CORP. ANNOUNCES COMPLETION
OF TSA SECURITIZATION
FOR IMMEDIATE RELEASE
Contact: Christopher Weatherhill (441) 295-9166
Hamilton HM DX, Bermuda - November 21, 1996 -- Presidio Capital Corp., a
British Virgin Islands Corporation and the post-bankruptcy successor to
Integrated Resources, Inc. announced today that the Company sold in a private
securitization transaction the Company's rights to a deferred payment stream
that was originally generated by Integrated's tax shelter annuity business
("Payment Rights"). Proceeds realized by the Company, net of the placement
fee, rating agency fees and reserves, was approximately $20.5 million.
The Payment Rights were sold to a trust which issued notes backed solely by
the Payment Rights. As part of this transaction, certificates evidencing the
equity ownership of the trust (and entitlement to the residual of the Payment
Rights upon satisfaction of the notes in full) were issued and sold to two
newly formed companies, T-Two TSA LLC and T-Two TSA II LLC. The purchasers of
the residual equity certificates are each owned 99% by T-Two Holding, L.L.C.
T-Two Holding, L.L.C. is also the indirect 99% owner of the residual interest
resulting from the contract right securitization completed in March 1996 and
is obligated to undertake a rights offering, or similar vehicle, of its equity
to the shareholders of Presidio as soon as practicable.
Presidio Capital Corp. is engaged in the liquidation and disposition of the
assets of Integrated, which were acquired pursuant to the Sixth Amended Plan
of Reorganization submitted by the Subordinated Bondholders Committee and the
Steinhardt Group. The plan of the reorganization was consummated on November
31, 1994.
This press release shall not constitute an offer to sell or the solicitation
of an offer to buy any securities. The securitization notes and certificates
referred to in the press release have been sold. These securities have not
been registered under the Securities Act of 1933 and may not be sold in the
United States or to U.S. persons absent registration or an applicable
exemption from registration requirements.
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