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): July 25, 1997
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)
<PAGE>
Item 1. Changes in Control of Registrant.
On July 25, 1997, Wexford Management LLC ("Wexford"), the management
company ("Wexford") for Presidio Capital Corp. (the "Registrant"), received
notice from Presidio Holding Company, LLC, which stated that it is the holder
of 63% of the outstanding Class A common shares of the Registrant, that it
was seeking to remove the three current Class A directors and replacing them
with Edward Scheetz, David Hamamoto and David King effective as of 12:00 p.m.
on September 2, 1997. Wexford has not determined whether Presidio Holding
Company, LLC has the right to seek and obtain removal or replacement of the
current Class A directors pursuant to such notice. If such holder's
ownership is confirmed, the other Class A shareholders will be entitled to
certain representation on the Board.
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 July 28, 1997
<PAGE>
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: July 31, 1997 By: /s/ Jay L. Maymudes
Jay L. Maymudes
Vice President, Treasurer and
Chief Financial Officer
FOR IMMEDIATE RELEASE
Contact: Tony Smith (441) 295-9166
PRESIDIO HOLDING COMPANY, LLC SEEKS TO REPLACE
PRESIDIO CAPITAL CORP. CLASS A DIRECTORS
HAMILTON HM DX, BERMUDA, July 28, 1997. - Wexford Management LLC, the
management company for Presidio Capital Corp. (PCC), received notice from
Presidio Holding Company, LLC, which has stated that it is holder of 63% of
its outstanding Class A common shares, that it was seeking to remove the
three current Class A directors and replacing them with Edward Scheetz, David
Hamamoto and David King effective noon on September 2, 1997. Wexford
Management has not determined whether Presidio Holding Company, LLC has the
right to seek and obtain removal or replacement of the current Class A
directors pursuant to such notice. If such holder's ownership is confirmed,
the other Class A shareholders will be entitled to certain representation on
the Board.
Presidio Capital Corp., the successor entity to Integrated Resources, Inc., 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 reorganization was consummated on November 3, 1994.
# # #
