PRESIDIO CAPITAL CORP
10-Q, 1996-05-15
REAL ESTATE
Previous: MIDCOM COMMUNICATIONS INC, 10-Q, 1996-05-15
Next: INSTENT INC, 10-Q, 1996-05-15



================================================================================
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q


[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
      SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended March 31, 1996

                         Commission file number: 0-25780

                             PRESIDIO CAPITAL CORP.
             (Exact name of registrant as specified in its charter)

      British Virgin Islands                                 N/A
(State or other jurisdiction of                       (I.R.S. Employer
 incorporation or organization)                      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, former address and former fiscal year,
if changed since last report                                 N/A

Indicate  by check  mark  whether  the  registrant:  (1) has filed  all  reports
required to be filed by Section 13 or 15(d) of the  Securities  and Exchange Act
of 1934  during the  preceding  12 months (or for such  shorter  period that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.

                     Yes    [ X ]     No    [   ]

  Indicate the number of shares outstanding of each of the issuer's classes of
                common stock, as of the latest practicable date:

        As of April 3, 1996, there were 8,766,569 Class A Common Shares,
                       U.S. $0.01 par value, outstanding.
================================================================================
<PAGE>
                     PRESIDIO CAPITAL CORP. AND SUBSIDIARIES

                                TABLE OF CONTENTS



PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

               Consolidated Statements of Net Assets in Liquidation          
               as of March 31, 1996 (unaudited) and December 31, 1995
                                                                     
               Consolidated Statements of Changes in Net                        
               Assets in Liquidation for the Three Month Periods     
               Ended March 31, 1996 (unaudited) and 1995 (unaudited) 
                                                                     
               Notes to Consolidated Financial Statements                    
               

Item 2.  Management's Discussion and Analysis of Financial Condition
         and Liquidation Activities

Part II  - OTHER INFORMATION

Item 1.  Legal Proceedings                                          

Item 6.  Exhibits and Reports on Form 8-K                           


SIGNATURES
<PAGE>
                     PRESIDIO CAPITAL CORP. AND SUBSIDIARIES

              CONSOLIDATED STATEMENTS OF NET ASSETS IN LIQUIDATION

                (Expressed in thousands of United States dollars)
<TABLE>
<CAPTION>
                                                             March 31,
                                                               1996      December 31,
                                                           (unaudited)       1995
                                                           -----------   ------------
<S>                                                          <C>           <C>     
Assets:

Cash and cash equivalents (including restricted
    cash of $23,037 and $21,603) ......................      $255,012      $120,613
Investments ...........................................        31,005        32,769
Contract rights .......................................        38,000       235,681
Notes and other receivables (net of non-recourse
    indebtedness of $17,407 and $17,599) ..............       108,701        76,193
Other assets ..........................................         5,532         5,519
                                                             --------      --------

                      Total assets ....................      $438,250      $470,775
                                                             --------      --------


Liabilities:

Debt ..................................................      $  4,895      $  4,895
Dividends Payable .....................................        32,544        10,014
Estimated costs of liquidation ........................        59,679        64,638
Estimated tax liability ...............................         6,000         6,000
                                                             --------      --------

                      Total liabilities ...............       103,118        85,547
                                                             --------      --------

                              Net Assets in Liquidation      $335,132      $385,228
                                                             ========      ========
</TABLE>


                 See notes to consolidated financial statements
<PAGE>
                     PRESIDIO CAPITAL CORP. AND SUBSIDIARIES

         CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS IN LIQUIDATION

                (Expressed in thousands of United States dollars)

<TABLE>
<CAPTION>
                                                       For the three months
                                                           Ended March 31,
                                                   ------------------------------
                                                      1996                1995
                                                   (unaudited)        (unaudited)
                                                   -----------        -----------
<S>                                                 <C>                <C>      
Net Assets in Liquidation,
    January 1, ............................         $ 385,228          $ 399,396

Dividends paid / accrued ..................           (52,572)              --

Increase from revaluation of
    assets and liabilities ................             1,458              8,285

Interest income ...........................             1,018              2,476
                                                    ---------          ---------

Net Assets in Liquidation,
     March 31, ............................         $ 335,132          $ 410,157
                                                    =========          =========
</TABLE>







                 See notes to consolidated financial statements
<PAGE>
                     PRESIDIO CAPITAL CORP. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
- ---------------------------------------------------------

Presidio Capital Corp. ("Presidio" and, collectively with its subsidiaries,  the
"Company") was organized on August 29, 1994, in the British Virgin Islands under
the International  Business  Companies Act (Cap. 291), to purchase,  directly or
through  its  subsidiaries,  substantially  all  of  the  assets  of  Integrated
Resources,  Inc.  ("Integrated") for the purpose of liquidation and distribution
of capital to shareholders.  The Company was formed in accordance with the Sixth
Amended  Plan  of  Reorganization   Submitted  by  the  Official   Committee  of
Subordinated Bondholders and the Steinhardt Group, (the "Plan") confirmed by the
United States  Bankruptcy  Court for the Southern  District of New York by order
dated  August  8,  1994.  The Plan was  consummated  on  November  3,  1994 (the
"Consummation Date").

The Plan gave creditors of Integrated the right to receive  approximately 88% of
Presidio's authorized capital stock represented by Class A shares in lieu of all
or part of their cash distribution as defined in the Plan.  Approximately 12% of
stock was issued to and purchased by IR Partners,  a general  partnership  among
Steinhardt  Management Company, Inc.  ("Steinhardt"),  certain of its affiliates
and an affiliate of Charles E.  Davidson,  the principal of Presidio  Management
Company,  LLC and Chairman of the Board of the Company and Joseph M. Jacobs, the
Chief  Executive  Officer and President of the Company,  for  approximately  $36
million.

The Company is co-managed by Wexford  Management LLC ("Wexford") and Steinhardt,
who direct on a discretionary  basis, the  disposition,  liquidation and sale of
the Company's assets. The  administration of these liquidating  responsibilities
is performed by Wexford who is principally responsible for the implementation of
the day to day  operations as well as the  liquidation  of the Company.  A fixed
annual fee is paid to each of the co-managers.

Reference is made to the notes to the consolidated  financial statements for the
year ended  December 31, 1995,  included in the Company's  Annual Report on Form
10-K ( the  "Form  10-K")  for  information  with  regard  to the  organization,
significant  accounting  policies and disclosures made pursuant to the rules and
regulations of the Securities and Exchange Commission.

The interim financial data is unaudited;  however, in the opinion of management,
the Company's  interim financial data for the three month period ended March 31,
1996 includes all adjustments  (consisting only of normal recurring adjustments)
necessary for a fair  presentation of the results of the interim  period.  These
consolidated  interim  financial  statements and notes thereto should be read in
conjunction with the consolidated financial statements and notes to consolidated
financial statements included in the Form 10-K.
<PAGE>
Liquidation Basis

The Company has adopted the  liquidation  basis of accounting.  The  liquidation
basis of accounting is appropriate  when  liquidation  appears  imminent and the
Company is no longer viewed as a going concern. Under this method of accounting,
assets are stated at their  estimated net realizable  values and liabilities are
stated at their  anticipated  settlement  amounts.  The valuations  presented in
these financial  statements are presented in U.S.  dollars under U.S.  generally
accepted accounting principles.

The valuation of assets and liabilities requires many estimates and assumptions.
The actual value of any liquidating  distributions will depend upon a variety of
factors including, among others, the actual market prices of any assets that may
be  distributed  in kind,  the  proceeds  from the sale of any of the  Company's
assets  and  the  timing  of  distributions.  The  valuations  presented  in the
accompanying  Statements of Net Assets in Liquidation represent estimates at the
dates shown,  based on current  facts and  circumstances,  of the  estimated net
realizable  value of assets and estimated costs of  implementation  of the Plan.
The net values  ultimately  realized and costs actually incurred could be higher
or lower than the amounts recorded.

NOTE 2 - CONTRACT RIGHTS
- ------------------------

In May  1995,  Presidio  entered  into a series of  interest  rate  hedges  (the
"Hedges")  through the short sales of ten-year U.S.  government  treasury  notes
(the "Notes")  maturing in February and March 2005. These Notes had an aggregate
notional  value of $225  million,  and were  designed  to reduce  the  impact of
interest rate fluctuations on the projected  proceeds from future Contract Right
transactions.  In March 1996, amid increases in prevailing  interest rates,  the
Company settled its position with regard to the Hedges  realizing a loss of $2.6
million.

On March  28,  1996  (the  "Closing  Date"),  the  Company  and  certain  of its
subsidiaries  sold 117 of its 123  Contract  Rights in a private  securitization
transaction  which yielded net proceeds of  approximately  $205  million.  After
completion of the securitization there are six Contract Rights remaining,  which
the Company estimates have an approximate net realizable value of $38 million.

The securitization  certificates that were sold are secured by substantially all
of the payment stream from the primary term of the related Contract Rights.  The
certificates sold in the securitization  are not backed by the Company.  Most of
the  remaining  payment  stream,  which  is  effectively   subordinated  to  the
certificates  sold in the  securitization,  will be used to make  payment to the
holder of another  certificate,  (the "T-Two Holder") 99% of which was sold to a
newly formed company, T-Two Holding, LLC ("the LLC"), an entity owned by certain
affiliates of Presidio (the  "Affiliates").  These  Affiliates are controlled by
the Chairman of the Board and the  President  of  Presidio.  On the Closing Date
Presidio made a $31.5 million  recourse loan to the Affiliates;  the proceeds of
which were used to  purchase  the  Affiliates  interests  in the LLC.  This loan
accrues  interest at 25% per annum,  and is reflected in the Company's Notes and
Receivables  balance at March 31, 1996.  The LLC will conduct a rights  offering
directed to the Company's shareholders as soon as practicable, which the Company
believes may not occur until early 1997, enabling the Company's  shareholders to
acquire all of the LLC.
<PAGE>
In  connection  with the  Contract  Rights  securitization,  approximately  $9.4
million  was   withheld   from  the  net   proceeds  as  reserves   for  certain
representations  and warrantees made by the Company.  These amounts are expected
to be returned to the Company within 90 days, and are reflected in the March 31,
1996 Notes and Receivables balance.

NOTE 3 - DIVIDENDS PAID/ACCRUED
- -------------------------------

On January  12,  1996 and  February  9, 1996,  dividends  of $10 million and $20
million,  or  $1.00  and  $2.00  per  share,  respectively,  were  paid  to  all
shareholders of record as of January 3, 1996 and January 29, 1996, respectively.
Also,  on March 27, 1996 the Company  declared a dividend of $32.5  million,  or
$3.25 per share payable to all  shareholders of record as of April 3, 1996. This
dividend is reflected as a liability at March 31, 1996 and was paid on April 12,
1996.  Additionally,  on May 14,  1996 the  Company  declared a dividend of $140
million, or $14.00 per share payable to all shareholders of record as of May 20,
1996.

NOTE 4 - REVALUATION OF ASSETS AND LIABILITIES
- ----------------------------------------------

The increases in Net Assets in Liquidation resulting from  revaluation of assets
and  liabilities  for the three month periods ended March 31, 1996 and March 31,
1995 are as follows:
<TABLE>
<CAPTION>
                                                               (Thousands)
                                                           Three month period
                                                             Ended March 31,
                                                         ----------------------
                                                          1996           1995
                                                         -------        -------
<S>                                                      <C>            <C>    
Increase in estimated net
   realizable value of assets ...................        $ 1,458        $   456
(Increase) in estimated costs
   of liquidation ...............................           --           (2,061)
Return of overpayments and
   bankruptcy settlements .......................           --            8,890
Decrease in estimated tax liability .............           --            1,000
                                                         -------        -------
                                                         $ 1,458        $ 8,285
                                                         =======        =======
</TABLE>
NOTE 5 - SUBSEQUENT EVENTS
- --------------------------

On May 6, 1996, the securities litigation expert assigned to evaluate a proposed
settlement in Mark Erwin, Trustee, et.al.  v.Resources High Equity, Inc., et.al.
(The "HEP  Action"),  submitted a report  stating that he was unable to conclude
that the revised  settlement as proposed is fair,  reasonable and adequate,  and
recommending  that  the  settlement  be  revised  and  restructured  in  certain
respects.  The Company is considering a variety of alternatives  relating to the
structure  of, and the  consideration  to be received in  connection  with,  the
settlement in response to the expert's report. A  hearing on the expert's report
and  preliminary  approval of the revised  settlement  is scheduled  for May 28,
1996.
<PAGE>
ITEM 2.           MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND LIQUIDATION ACTIVITIES

The following section includes a discussion and analysis of financial  condition
and liquidation activities of the Company for the three month period ended March
31, 1996.

Liquidity and Capital Resources

The Company's  primary objective is to liquidate its assets in the shortest time
period possible while realizing the maximum values for such assets. Although the
Company  considers its  assumptions and estimates as to the values and timing of
such  liquidations to be reasonable,  the period of time to liquidate the assets
and distribute  the proceeds of such assets is subject to significant  business,
economic and  competitive  uncertainties  and  contingencies,  many of which are
beyond the Company's control.

Cash  available for  distributions,  defined as cash and cash  equivalents  less
restricted  cash,  increased by $134 million  during the quarter ended March 31,
1996 primarily due to net proceeds received from the  securitization of Contract
Rights of $205  million  less  dividends  paid of $30  million and loans made to
affiliates of $31.5 million.

Restricted  cash at March 31, 1996 was $23.0 million and is primarily  comprised
of  reserves  for  bankruptcy  claims of $7.3  million and  deposits  for escrow
accounts  as  security  for  indemnification  of  certain  former  officers  and
directors of  Integrated  and the Class A Directors of Presidio of $15.0 million
(see A) and B) below).

A)       The  indemnity  for the former  officers and  directors  of  Integrated
         ("Qualified Indemnity") is collateralized by cash and all the stock and
         partnership interests in the Company's non- U.S. subsidiaries under the
         Indemnification  Agreements  (the  "Indemnification  Agreements").  All
         distributions made by the Company are limited by a requirement that the
         Company have certain minimum net assets after distribution to discharge
         any pending and expected Qualified Indemnity  obligations.  The balance
         in this account at March 31, 1996 was $10.9 million.

         Presidio's  ability  to  make  distributions  to  shareholders  remains
         limited in accordance with the terms of the indemnification obligations
         to the former officers and directors of Integrated and its subsidiaries
         under  the  Indemnification  Agreements.  Presidio  has  no  basis  for
         believing  that  any  of  those  indemnification  obligations  will  be
         material.  However,  pursuant  to  the  terms  of  the  Indemnification
         Agreements,  Presidio is required to notify beneficiaries thereunder of
         dividends  and  certain  other   transfers  of  cash  made  by  certain
         subsidiaries   of  Presidio  to  Presidio,   and  by  Presidio  to  its
         shareholders,  and to retain the value of certain collateral granted as
         security for such indemnification obligations. Presidio provided notice
         to  the  beneficiaries  of  the  Indemnification  Agreements  prior  to
         distribution  of all  dividends  paid and  declared  during  the  first
         quarter ended March 31, 1996.
<PAGE>
B)       The Plan also provided for  indemnification of the Class A Directors of
         Presidio. The indemnification amounts were secured by an initial escrow
         deposit  which  was made on the  Consummation  Date.  Presidio  is also
         required to make quarterly  escrow deposits equal to the greater of (i)
         $750,000,  or (ii) 1% of any amounts  distributed  to  shareholders  of
         Presidio,  for  additional   indemnification  security.  In  accordance
         therewith,  Presidio  deposited  $750,000 in the first quarter of 1996.
         The  escrowed  amounts  will  not  be  available  for  distribution  to
         shareholders until the indemnification  agreement expires.  The balance
         in this account at March 31, 1996 was $4.1 million.

         Presidio believes that cash on hand,  revenues generated from interests
         in  businesses  that  continue to operate  and  proceeds  from  selling
         businesses and other assets will be sufficient to support the Company's
         operations  and meet its  obligations.  Exclusive of proceeds  from the
         securitization  of the  portfolio  of the  Company's  Contract  Rights,
         distributions made, and costs and loans incurred in connection with the
         securitization,  the Company had  positive net  operating  cash flow of
         $5.5 million for the three month period ended March 31, 1996.

<PAGE>
Liquidation Activities

The Company's cash and cash equivalents  increased by approximately $135 million
for the three month period ended March 31, 1996. The components of the change in
cash and cash equivalents, are as follows:
<TABLE>
<CAPTION>
                                                                        (Millions)
                                                                   Three Month Period
                                                                     Ended March 31,
                                                                   ------------------
                                                                     1996     1995
                                                                    ------   ------
<S>                                                                 <C>      <C> 
Cash Inflows
- ------------
Contract Rights Securitization Proceeds, net ....................   $205.1   $ --
Operating Cash Inflows ..........................................     11.5     19.5
Interest income .................................................      1.0      2.5
                                                                    ------   ------
    Total Cash Inflows ..........................................    217.6     22.0
                                                                    ------   ------

Cash Outflows
- -------------
Dividends paid ..................................................     30.0     --
Loans to Affiliates .............................................     31.5     --
Legal and other expenses - Contract Rights ......................     14.7     --
Legal, accounting and consulting fees ...........................      1.9      2.2
Miscellaneous general and administrative costs ..................      5.1      3.8
Bankruptcy claims paid ..........................................     --       17.1
Steinhardt Management Co. .......................................
    expense reimbursement .......................................     --        2.0
                                                                    ------   ------
    Total Cash Outflows .........................................     83.2     25.1
                                                                    ------   ------
Increase (Decrease)  in cash and cash equivalents ...............    134.4     (3.1)
Cash and cash equivalents, beginning of period ..................    120.6    173.9
                                                                    ------   ------
Cash and cash equivalents, end of period ........................   $255.0   $170.8
                                                                    ======   ======
</TABLE>
On March 27, 1996 the Company declared a dividend of $32.5 million, or $3.25 per
share payable to all  shareholders  of record as of April 3, 1996. This dividend
is  reflected  as a liability  at March 31, 1996 and was paid on April 12, 1996.
Additionally,  on May 14, 1996 the Company  declared a dividend of $140 million,
or $14.00 per share payable to all shareholders of record as of May 20, 1996.

Current Operations

Operating cash inflows for the three month period ended March 31, 1996 decreased
by $8.0  million as compared to the prior year,  primarily  due to the fact that
1995 proceeds  included  $6.5 million from three  tenants who  purchased  leased
properties  under the terms of their leases.  These  non-recurring  transactions
coupled with reduced cash flow as a result of other assets that were  liquidated
in 1995 contributed to this decrease.

Interest   income   decreased  due  to  lower  cash  balances   resulting   from
distributions made to shareholders in 1995 and 1996.
<PAGE>
There were no payments  made  during the first  quarter in  connection  with the
resolution of remaining disputed bankruptcy claims.

Legal,  accounting and consulting fees decreased  primarily due to reduced usage
of outside consultants.

Miscellaneous  general and  administrative  costs  increased  as compared to the
prior  year's  first  quarter due to a) timing of  reimbursements  to Wexford in
connection with use of personnel and other administrative  costs, and b) payment
of  bonus  and  quarterly  fees  of  $478,100  and  $779,865,  respectively,  to
Fieldstone  Private  Capital  Group,  L.P.  ("Fieldstone")  for the  purposes of
managing  Presidio's  interests in certain equipment leasing  activities.  These
increases  were  partially  offset  by  an  overall  reduction  in  general  and
administrative  costs.  Presidio  entered  into the  management  agreement  with
Fieldstone effective March 31, 1995.

Contract Rights

In May 1995, Presidio entered into a series of Hedges through the short sales of
ten-year Notes maturing in February and March 2005. These Notes had an aggregate
notional  value of $225  million,  and were  designed  to reduce  the  impact of
interest rate fluctuations on the projected  proceeds from future Contract Right
transactions.  In March 1996 the Company settled its position with regard to the
Hedges realizing a loss of $2.6 million.

In a private securitization transaction completed on March 28, 1996, the Company
sold 117 of the 123 Contract Rights owned directly or indirectly by the Company.
Such securitized transaction, which was unanimously approved by Presidio's Board
of Directors,  yielded  proceeds before  expenses and reserves of  approximately
$233  million,  approximately  $205  million  of which has been  distributed  to
Presidio or one of its  subsidiaries.  The following  describes the structure of
such securitization.

Securitization.  On March 28, 1996, the Company sold all of its right, title and
interest  in 117  Contract  Rights to the  Contract  Right  Grantor  Trust  (the
"Grantor  Trust"),  formed  pursuant to a Grantor Trust  Agreement.  The Grantor
Trust issued a certificate (the "Grantor Trust T-1 Certificate") to a trust (the
"Trust")  formed pursuant to a Pooling  Agreement,  dated as of January 1, 1996,
among the Grantor Trust, acting through the Grantor Trust Trustee, as depositor,
Bankers Trust Company,  as servicer,  and The First National Bank of Chicago, as
trustee in exchange for the Certificates (as defined below).

The Grantor Trust also issued a second  certificate  and certain  related assets
(the  "Grantor  Trust T-2  Certificate")  to T-Two  Partners,  L.P.,  a Delaware
limited  partnership  (the "T-2  Holder"),  in exchange  for  approximately  $20
million in cash and the assumption of certain liabilities. The Grantor Trust T-1
Certificate  evidences  the  interest  of  the  Trust  in  the  Contract  Rights
transferred to the Grantor Trust,  and are secured by  substantially  all of the
payment stream from the primary term of such Contract Rights.  The Grantor Trust
T-2 Certificate evidences the balance of all payments on such Contract Rights as
well as the six other  Contract  Rights  sold  directly  to the  Grantor  Trust.
Payments made in respect of the Grantor Trust T-2 Certificate  will be deposited
in a reserve fund as security for the T-2 Holder's  obligation  to indemnify the
Trust against losses on the Contract Rights.
<PAGE>
The Trust  consists,  among other things,  of all the right,  title and interest
arising from and in connection with the Grantor Trust T-1  Certificate.  A "real
estate  mortgage  investment  conduit"  ("REMIC")  election  has  been  made  in
connection  with  certain  assets  of the  Trust  for U.S.  Federal  income  tax
purposes.  The  Trust  issued  five  classes  of  certificates:  the  Class  A-1
Certificates,  the Class B-1  Certificates,  the Class C-1  Certificates and the
Class D-1 Certificates (collectively,  the "Offered Certificates") and the Class
R Certificate (collectively, with the Offered Certificates, the "Certificates").
The Class R Certificate was transferred to a new corporation affiliated with the
T-2 Holder, T-Two Corp.

Upon the transfer of the  Certificates  to the Grantor Trust in exchange for the
Grantor Trust T-1 Certificate,  the Grantor Trust sold the Offered  Certificates
to Bear, Stearns & Co. Inc. ("Bear Stearns") in a private placement,  which Bear
Stearns,  in  turn,  sold in  transactions  pursuant  to  Rule  144A  under  the
Securities Act. The Grantor Trust applied substantially all of the proceeds from
the sale of the Offered  Certificates  as the  purchase  price for the  Contract
Rights.

Presidio  Loan.  On the closing  date,  Presidio  loaned an  aggregate  of $31.5
million to Roundhill  Associates  L.P. and Roundhill  Associates  II L.P.,  both
Connecticut limited partnerships (collectively,  the "T-2 Organizers").  Charles
E. Davidson,  Chairman of the Company, is the managing general partner with a 50
percent  partnership  interest in each of the T-2 Organizers,  Joseph M. Jacobs,
President of the  Company,  is a limited  partner with a 45 percent  partnership
interest in each of the T-2 Organizers  and Robert Holtz,  Vice President of the
Company,   has  the  remaining  5%  limited  partnership  interest  in  the  T-2
Organizers.  Such loans (i) are obligated to be repaid on the  completion of the
rights  offering  discussed  below but no later than March 28,  1999,  (ii) bear
interest  payable on the payment of  principal  at the rate of 25% per annum and
(iii)  are  secured  by a  pledge  of  100%  of the  membership  interests  in a
newly-formed limited liability company ("T-2 LLC").  Proceeds from the loan were
used to capitalize the T-2 organizers interest in T-2 LLC.

Rights Offering.  T-2 LLC will conduct a rights offering as soon as practicable,
which  Presidio  believes  may not occur  until  early  1997.  Until the  rights
offering is completed, the T-2 LLC is precluded from making any distributions to
its members.  The rights offering will be an offering of transferable  rights to
purchase the equivalent of 100% of the membership interests in T-2 LLC, and will
be made to the holders of Presidio  common stock.  The T-2 Organizers  will sell
their  membership  interest to T-2 LLC upon completion of the rights offering to
the extent that the rights issued in the rights offering are subscribed and will
receive  out of the  proceeds of the rights  offering in exchange  for an amount
equal to the following:  (i) the purchase price for such  interests,  (ii) their
interest  payments on the $31.5 million loan from Presidio,  (iii) their net tax
liability as a consequence  of owning the interests  being sold,  computed based
upon the  marginal  effective  tax rates of the  individual  partners of the T-2
Organizers, minus 12% of the losses, if any, recognized by them as a consequence
of  their  ownership  of  such  interest  plus  (iv)  $50,000  representing  the
anticipated  out-of-pocket  expenses of the  affiliates of the T-2 Organizers in
maintaining their  investments  through certain entities in the T-2 Holders in a
manner that was designed to facilitate  the  completion  of the Contract  Rights
securitization.
<PAGE>
On May 6, 1996, the securities litigation expert assigned to evaluate a proposed
settlement in Mark Erwin,  Trustee,  et. al. v.Resources High Equity,  Inc., et.
al.  (The  "HEP  Action"),  submitted  a report  stating  that he was  unable to
conclude  that the  revised  settlement  as  proposed  is fair,  reasonable  and
adequate,  and  recommending  that the settlement be revised and restructured in
certain respects.  The Company is considering a variety of alternatives relating
to the structure of, and the  consideration  to be received in connection  with,
the  settlement  in response to the expert's  report.  A hearing on the expert's
report and preliminary  approval of the revised  settlement is scheduled for May
28, 1996.
<PAGE>
                     PRESIDIO CAPITAL CORP. AND SUBSIDIARIES

                           PART II - OTHER INFORMATION


Item 1.   Legal Proceedings
- ---------------------------

The  following  information  should be read in  conjunction  with Item 3. "Legal
Proceedings" of the Company's December 31, 1995 Form 10-K.

Mark Erwin, Trustee, et. al. v. Resources High Equity, Inc., et. al.
(the "HEP Action")
- --------------------------------------------------------------------

Reference is made to Note 5 of the Consolidated  Financial Statements in Part I,
Item 1, Financial Statements.


Item 6. Exhibits and Reports on Form 8-K
- ----------------------------------------

         (a)    Not applicable

         (b)    The  Company  was not  required  to file any reports on Form 8-K
                during the quarter ended March 31, 1996.



                                   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, thereunto duly authorized.

                                      PRESIDIO CAPITAL CORP. (Registrant)

                                      By:  /s/  Joseph M.  Jacobs
                                           -------------------------------------
                                           Joseph M. Jacobs
                                           Chief Executive Officer and President


                                      By:  /s/  Jay L.   Maymudes
                                           -------------------------------------
                                           Jay L. Maymudes
                                           Vice President, Treasurer and Chief
                                                   Financial  Officer


Date: May 15, 1996

<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
The schedule contains summary information extracted from the financial
statements of the March 31, 1996 Form 10-Q of Presidio Capital Corp. and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               MAR-31-1996
<CASH>                                         255,012
<SECURITIES>                                    31,005
<RECEIVABLES>                                  146,701
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                                     0
<PP&E>                                           5,532
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                                 438,250
<CURRENT-LIABILITIES>                           98,223
<BONDS>                                          4,895
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                           0
<TOTAL-LIABILITY-AND-EQUITY>                   438,250
<SALES>                                              0
<TOTAL-REVENUES>                                     0
<CGS>                                                0
<TOTAL-COSTS>                                        0
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                      0
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                                  0
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                         0
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
        

</TABLE>


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission