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 18, 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)
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Item 1. Changes in Control of Registrant.
According to a Schedule 13D/A (the "PHC 13-D") filed by Presidio
Holding Company, LLC ("PHC"), on July 18, 1997, pursuant to a Stock Purchase
Agreement by and among Farallon Capital Partners, L.P., Farallon Capital
Institutional Partners, L.P., Farallon Capital Institutional Partners II,
L.P., Tinicum Partners, L.P., Farallon Capital Offshore Investors, Inc., The
Common Fund and Consolidated Press International Ltd., as Sellers, and PHC as
Purchaser (the "Purchase Agreement"), PHC acquired an aggregate of 4,553,380
Class A Common Shares of Presidio Capital Corp. ("PCC" or the "Company") for
an aggregate cash purchase price of $113,834,500. Also, on July 22, 1997, PHC
acquired 1,002,206 Class A Common Shares from Fernwood Associates, L.P.,
Fernwood Restructurings Ltd., Fernwood Foundation, L.P. and Fernwood Total
Return Holdings Ltd. for an aggregate cash purchase price of $25,055,150.
Together, the acquisitions resulted in PHC owning approximately 63.1% of the
outstanding Class A Common Shares of the Company. The Purchase Agreement is
hereby incorporated by reference in its entirety to this Item.
Subsequent to the transfer of the Class A Common Shares, IR
Partners, a New York general partnership which owns all of the outstanding
Class B Common Shares of the Company, contributed its entire interest in the
Company to IRP II, LLC ("IRP II") an affiliate of IR Partners. On August 28,
1997, PHC purchased the entire interest of this affiliate for $30 million
under the terms and conditions of the IRP Purchase Agreement (the "IRP
Purchase Agreement") dated as of August 28, 1997 by and between PHC and IR
Partners. After giving effect to such purchase, PHC is the owner of
approximately 67.6% of the outstanding Common Shares of the Company. In
connection with the sale, Charles E. Davidson and Joseph M. Jacobs resigned as
Class B directors. The IRP Purchase Agreement is hereby incorporated by
reference in its entirety to this Item.
According to the PHC 13-D, the sources of funds used to pay for the
Class A Common Shares and the interest in IRP II were capital contributions
received from the members of Northstar Operating, LLC ("Northstar"), the
single member of PHC. Northstar received such funds from long-term loans from
a commercial lender on terms that include an equity participation factor and
which require repayment out of Net Available Cash.
In connection with the foregoing purchase of the IRP II interest,
PHC acquired the limited partner interests in T-Two General, L.P. and agreed
to acquire Roundhill Associates Limited Partnership and Roundhill Associates
Limited Partnership II (collectively, the "T-2 Organizers"), the owners of T-
Two Holding, LLC ("T-2"). PHC also entered into a management agreement with
the general partner of T-Two General, L.P., and the existing administrative
services agreement among Wexford Management LLC, T-Two Partners, L.P. and T-
Two Corp. was terminated.
Item 5 Other Events.
Pursuant to the Rights Offering Agreement, dated as of March 19,
1996, among the Company, the T-2 Organizers and T-2, the T-2 Organizers are
obligated to conduct a rights offering, or equivalent transaction, in favor of
PCC shareholders. The rights offering is to be made to such holders of PCC
common shares at an exercise price and on such terms as are approved by a
majority of the Class A Directors. As owner of more than 58% of the Class A
Common Shares and owner of the T-2 Organizers, PHC will be able to determine
the terms of such rights offering.
On August 20, 1997, Angelo, Gordon & Co., L.P. and M.H. Davidson &
Co. sent a notice to the Board of Directors of the Company in which they
indicated that through funds and accounts managed by them, they were the
beneficial owners of a majority of the Shares of the Company not held by
"Control Parties" for purposes of the Company's Memorandum of Association.
Furthermore, they requested that Jeffrey H. Aronson and Thomas L. Kempner be
appointed as directors of the Company effective as of August 20, 1997 or as
promptly as practicable thereafter in accordance with the Memorandum of
Association of the Company and applicable law.
The Company has filed an application to withdraw its application for
a declaratory judgment with respect to a written resolution of PHC dated July
25, 1997.
The complete text of the press release regarding the sale of the
Class B Common Shares and matters related thereto issued by the
Company, which is the post-bankruptcy successor to Integrated Resources, Inc.,
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
2.1 Purchase Agreement (Incorporated by reference to Exhibit A
of the Schedule 13D/A filed by Farallon Capital Partners, L.P., et. al., dated
July 18, 1997.)
2.2 IRP Purchase Agreement (Incorporated by reference to
Exhibit 2 of the Schedule 13D/A filed by PHC dated August 28, 1997.)
99.1 Press Release, dated September 9, 1997
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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: September 9, 1997 By:/s/ Jay L. Maymudes
Jay L. Maymudes
Vice President, Treasurer and
Chief Financial Officer
PRESIDIO CAPITAL CORP. ANNOUNCES TRANSFER OF CLASS B SHARES
FOR IMMEDIATE RELEASE
Contact: Tony Smith (441) 295-9166
Hamilton HM DX, Bermuda - September 9, 1997 -- Presidio Capital Corp. ("PCC"
or the "Company"), a British Virgin Islands Corporation and the post-
bankruptcy successor to Integrated Resources, Inc., announced today that on
August 28, 1997, IR Partners, holder of all of the outstanding Class B Common
Shares of the Company, contributed its entire interest in the Company to an
affiliate of IR Partners. Subsequent to the contribution, Presidio Holding
Company, LLC ("PHC") purchased the interests of this affiliate. After giving
effect to such sale, PHC is the owner of approximately 67.55% of the
outstanding Common Shares of the Company. In connection with the sale,
Charles E. Davidson and Joseph M. Jacobs resigned as Class B directors.
In connection with the foregoing sale, PHC acquired the limited
partner interests in T-Two General, L.P. and agreed to acquire Roundhill
Associates Limited Partnership and Roundhill Associates Limited Partnership II
(collectively, the "T-2 Organizers"), the owners of T-Two Holding, LLC ("T-
2"). PHC also entered into a management agreement with the general partner of
T-Two General, L.P., and the existing administrative services agreement among
Wexford Management LLC, T-Two Partners, L.P. and T-Two Corp. was terminated.
Pursuant to the Rights Offering Agreement, dated as of March 19,
1996, among the Company, the T-2 Organizers and T-2, the T-2 Organizers are
obligated to conduct a rights offering, or equivalent transaction, in favor of
PCC shareholders. The rights offering is to be made to such holders of PCC
common shares at an exercise price and on such terms as are approved by a
majority of the Class A Directors. As owner of more than 58% of the Class A
Common Shares and owner of the T-2 Organizers, PHC will be able to determine
the terms of such rights offering.
On August 20, 1997, Angelo, Gordon & Co., L.P. and M.H. Davidson &
Co. sent a notice to the Board of Directors of the Company in which they
indicated that through funds and accounts managed by them, they were the
beneficial owners of a majority of the Shares of the Company not held by
"Control Parties" for purposes of the Company's Memorandum of Association.
Furthermore, they requested that Jeffrey H. Aronson and Thomas L. Kempner be
appointed as directors of the Company effective as of August 20, 1997 or as
promptly as practicable thereafter in accordance with the Memorandum of
Association of the Company and applicable law.
The Company has filed an application to withdraw its application for
a declaratory judgment with respect to a written resolution of PHC dated July
25, 1997.
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 3, 1994.
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