SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
Presidio Capital Corp.
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(Name of Issuer)
Class A Common Stock, $0.01 par value
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(Title of Class of Securities)
G72201109
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(CUSIP Number)
Leonard S. Ferleger, Esq.
Kirkpatrick & Lockhart LLP
1500 Oliver Building
Pittsburgh, Pennsylvania 15222
(412) 355-6500
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(Name, Address and Telephone Number
of Person Authorized to Receive
Notices and Communications)
December 3, 1997
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(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 pages)
(Page 1 of 11 Pages)
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Page 2 of 11 Pages
13D
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CUSIP No. G72201109
1) NAMES OF REPORTING PERSONS Stonehill Partners, L.P.
------------------------
I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS
-----------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ X ]
3) SEC USE ONLY
4) SOURCE OF FUNDS* WC, OO
------
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [ ]
6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH:
7) SOLE VOTING POWER 282,139
-------
8) SHARED VOTING POWER - 0 -
-------
9) SOLE DISPOSITIVE POWER 282,139
-------
10) SHARED DISPOSITIVE POWER - 0 -
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11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 282,139
-------
12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13) PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11) 2.8%
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14) TYPE OF REPORTING PERSON* PN
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<PAGE>
Page 3 of 11 Pages
13D
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CUSIP No. G72201109
1) NAMES OF REPORTING PERSONS Stonehill Offshore
Partners Limited
------------------------
I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS
-----------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ X ]
3) SEC USE ONLY
4) SOURCE OF FUNDS* WC, OO
------
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [ ]
6) CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
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NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH:
7) SOLE VOTING POWER 111,521
-------
8) SHARED VOTING POWER - 0 -
-------
9) SOLE DISPOSITIVE POWER 111,521
-------
10) SHARED DISPOSITIVE POWER - 0 -
-----
11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 111,521
-------
12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13) PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11) 1.1%
----
14) TYPE OF REPORTING PERSON* CO
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<PAGE>
Page 4 of 11 Pages
13D
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CUSIP No. G72201109
1) NAMES OF REPORTING PERSONS John A. Motulsky
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I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS
-----------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ X ]
3) SEC USE ONLY
4) SOURCE OF FUNDS* AF
--
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [ ]
6) CITIZENSHIP OR PLACE OF ORGANIZATION United States
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NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH:
7) SOLE VOTING POWER 511
---
8) SHARED VOTING POWER - 0 -
-----
9) SOLE DISPOSITIVE POWER 511
---
10) SHARED DISPOSITIVE POWER - 0 -
-----
11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 511
---
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
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<PAGE>
Item 1. Security and Issuer.
This Statement on Schedule 13D (the "Statement") relates to the Class A
Common Stock, $0.01 par value ("Class A Stock"), of Presidio Capital Corp., a
British Virgin Islands company ("Presidio"). Presidio's principal executive
offices are c/o Hemisphere Management (Cayman) Limited, Zephyr House, Mary
Street, Grand Cayman, Cayman Islands, B.W.I.
Item 2. Identity and Background.
This Statement is being filed by Stonehill Partners, L.P., a
Delaware limited partnership ("SP"), Stonehill Offshore Partners Limited, a
Cayman Islands company ("SOP"), and John A. Motulsky ("Motulsky"), a United
States citizen. Motulsky is a managing general partner of SP and a managing
member of Stonehill Advisers LLC, a New York limited liability company that is
the investment advisor to SOP ("Adviser"). SP, SOP and Motulsky are sometimes
collectively referred to herein as "Stonehill." The principal business of each
of SP, SOP, Adviser and Motulsky is investing. The address of SP's, Adviser's
and Motulsky's principal business and principal office is 110 East 59th Street,
30th Floor, New York, New York 10022. The address of SOP's principal business
and principal office is c/o Citco Fund Services (Cayman Islands) Limited,
Corporate Centre, West Bay Road, P.O. Box 31106 SMB, Grand Cayman, Cayman
Islands, B.W.I.
Annex I attached hereto contains a list of the names of the general
partners of SP, their business addresses, their present principal occupation or
employment and the name, principal business and address of the corporation or
other organization in which such employment is conducted. All of the general
partners of SP listed in Annex I are United States citizens.
The sole director of SOP is CFS Company Limited, a British Virgin
Islands company. The address of its principal business and principal office is
the same as the address of the principal office of SOP. Pursuant to the
investment advisory agreement between SOP and Adviser, Adviser has sole
authority, except under certain circumstances (none of which currently exist),
to make all investing and voting decisions on behalf of SOP. The members of
Adviser are Ronald LaBow, Christopher E. Wilson and Motulsky. Included in Annex
I attached hereto are their business addresses, their present principal
occupation or employment and the name, principal business and address of the
corporation or other organization in which such employment is conducted. All of
the members of Adviser are United States citizens.
During the last five years, neither SP, SOP, Motulsky, Adviser nor,
to the knowledge of SP or SOP, any of the persons
(Page 5 of 11 Pages)
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listed in Annex I has been convicted in a criminal proceeding (excluding traffic
violations and similar misdemeanors).
During the last five years, neither SP, SOP, Motulsky, Adviser nor,
to the knowledge of SP or SOP, any of the persons listed in Annex I has been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction in which a judgment, decree or final order was entered against such
party enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or in which there was a finding of
a violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The securities of Presidio beneficially owned by SP, SOP or Motulsky were
acquired for cash in open market transactions. The sources of the funds to make
such acquisitions were working capital or margin loans made in the ordinary
course of business by Neuberger & Berman in the cases of SP and SOP and an
individual retirement account in the case of Motulsky. The aggregate amounts of
funds expended to make those acquisitions, net of liquidating dividends paid by
Presidio, were approximately $2,661,200, $1,975,200 and $4,700, for SP, SOP and
Motulsky, respectively. The most recent acquisition occurred on November 20,
1997 when SOP purchased 893 shares of Class A Stock for $24 per share in the
over-the-counter market.
Item 4. Purpose of Transaction.
The shares of Class A Stock beneficially owned by Stonehill were
originally acquired for investment purposes.
On December 3, 1997, representatives of Stonehill commenced working
with representatives of Angelo, Gordon & Co., L.P. ("Angelo/Gordon") and M.H.
Davidson & Co. ("Davidson") with a view to formulating responses to one or more
proposals from Presidio Holding Company, LLC ("Holding") that could involve one
or more of the matters described in clauses (a) through (j) of Item 4.
Representatives of Stonehill, Angelo/Gordon and Davidson have had communications
with representatives of Holding concerning such potential proposals. No specific
agreements or arrangements with respect thereto or with respect to acting
jointly exist among Stonehill, Angelo/Gordon and Davidson or between Stonehill
and Holding. It is possible that no agreements or arrangements will result from
any of these discussions.
Except as set forth above, SP, SOP and Motulsky have no plans or
proposals that relate to or could result in any of the matters described in
clauses (a) through (j) of Item 4. In the course of evaluating their investments
in Presidio, SP, SOP and Motulsky may, at any time and from time to time,
determine to (1)
(Page 6 of 11 Pages)
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acquire additional securities of Presidio, (2) dispose of any securities of
Presidio that they then beneficially own, (3) take action with respect to one or
more of the matters described in clauses (a) through (j) of Item 4 or (4)
formulate plans or proposals with respect thereto, in all cases independently of
Angelo/Gordon, Davidson and Holding.
Reference is hereby made to the Statement on Schedule 13D with
respect to the Class A Stock filed by Davidson and entities affiliated therewith
dated January 16, 1996, as amended through the date hereof (the "Davidson 13D"),
for additional information with respect to Davidson and such entities. Reference
is hereby made to the Statement on Schedule 13D with respect to the Class A
Stock filed by Angelo/Gordon and persons affiliated therewith dated April 8,
1997, as amended through the date hereof (the "Angelo/Gordon 13D"), for
additional information with respect to Angelo/Gordon and such persons. Reference
is hereby made to the Statement on Schedule 13D with respect to the Class A
Stock filed by Holding dated July 28, 1997, as amended through the date hereof
(the "Holding 13D"), for additional information with respect to Holding.
Item 5. Interest in Securities of the Issuer.
(a) SP beneficially owns 282,139 shares of Class A Stock, or 2.8% of
that class of securities. SOP beneficially owns 111,521 shares of Class A Stock,
or 1.1% of that class of securities. Motulsky beneficially owns 511 shares of
Class A Stock, or 0.0% of that class of securities. Adviser does not
beneficially own any shares of Class A Stock, other than the shares beneficially
owned by SOP. To the knowledge of SP and SOP, none of the persons listed in
Annex I, except for Motulsky, beneficially own any shares of Class A Stock,
other than the shares beneficially owned by SP and SOP.
Based on publicly available information, primarily the Davidson 13D,
the Angelo/Gordon 13D, the Holding 13D and the most recent Quarterly Report on
Form 10-Q filed by Presidio, Stonehill believes that Holding, Angelo/Gordon and
its affiliates, and Davidson and its affiliates beneficially own 6,755,586
shares (or 67.6%), 1,308,770 shares (or 13.1%) and 703,380 shares (or 7.3%) of
the outstanding Class A Stock, respectively.
(b) SP has the sole power to vote and the sole power to dispose of
its 282,139 shares of Class A Stock. SOP has the sole power to vote and the sole
power to dispose of its 111,521 shares of Class A Stock. Motulsky has the sole
power to vote and the sole power to dispose of his 511 shares of Class A Stock.
(c) Except as described in response to Item 3, neither SP, SOP,
Motulsky, Adviser nor, to the knowledge of SP and SOP, any of the persons listed
in Annex I has effected any
(Page 7 of 11 Pages)
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transactions in shares of Class A Stock during the past sixty days.
(d) No other person is known to have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale of,
the shares of Class A Stock owned by SP, SOP or Motulsky.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer.
Except as described in response to Items 2 and 4, neither SP, SOP,
Motulsky, Adviser nor, to the knowledge of SP or SOP, any of the persons listed
in Annex I has any contract, arrangement, understanding or relationship with any
person with respect to any securities of Presidio, including the transfer or
voting of any securities of Presidio, finder's fees, joint ventures, loan or
option arrangements, puts or calls, guarantees of profits, division of profits
or loss, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits.
Exhibit A. Joint Filing Agreement, dated December 8, 1997, by
and among Stonehill Partners, L.P., Stonehill Offshore Partners Limited and
John A. Motulsky.
(Page 8 of 11 Pages)
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Signature
After reasonable inquiry and to the best of each of the undersigned's
knowledge and belief, each of the undersigned certifies that the information set
forth in this Statement with respect thereto is true, complete and correct.
December 15, 1997
- ------------------------------
Date
/s/ John A. Motulsky
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Stonehill Partners, L.P.
by John A. Motulsky,
General Partner
/s/ John A. Motulsky
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Stonehill Offshore Partners Limited
by Stonehill Advisers LLC
by John A. Motulsky
Member
/s/ John A. Motulsky
- ------------------------------
John A. Motulsky
Page 9 of 11 Pages
<PAGE>
ANNEX I
GENERAL PARTNERS OF
STONEHILL PARTNERS, L.P.
NAME AND PRESENT PRINCIPAL ADDRESS AND PRINCIPAL BUSINESS OCCUPATION
OF ORGANIZATION IN WHICH EMPLOYED
Ronald LaBow, WHX Corporation
Chairman 110 East 59th Street
30th Floor
New York, New York 10022
Public Holding Company in Steel Business
John A. Motulsky, Stonehill Investment Corp.
Vice President 110 East 59th Street
30th Floor
New York, New York 10022
Investing
Stewart E. Tabin, Stonehill Investment Corp.
Vice President 110 East 59th Street
30th Floor
New York, New York 10022
Investing
Neale X. Trangucci, Stonehill Investment Corp.
Vice President 110 East 59th Street
30th Floor
New York, New York 10022
Investing
Christopher E. Wilson, Stonehill Investment Corp.
Vice President 110 East 59th Street
30th Floor
New York, New York 10022
Investing
(Page 10 of 11 Pages)
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EXHIBIT INDEX
Number Description
A Joint Filing Agreement, dated December 8, 1997, by and among
Stonehill Partners, L.P., Stonehill Offshore Partners Limited
and John A. Motulsky.
Page 11 of 11 Pages
