UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
( Amendment No. *10 )
Presidio Capital Corporation (PDIOF)
(Name of Issuer)
Class A Common Shares, par value $.01
(Title of Class of Securities)
CUSIP No.G722011109
(CUSIP Number)
Thomas F. Steyer
Farallon Capital Management, L.L.C.
One Maritime Plaza, Suite 1325
San Francisco, California 94111
(415) 421-2132
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
July 18, 1997
(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.
* The remainder of this cover page shall be filled out
for a reporting person's initial filing on this form with
respect to the subject class of securities, and for any
subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover
page shall not be deemed to be "filed" for the purpose of
Section 18 of the Securities Exchange Act of 1934 ("Act")
or otherwise subject to the liabilities of that section
of that Act but shall be subject to all other provisions
of the Act (however, see the Notes).
<PAGE>
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SCHEDULE 13D
CUSIP NO. G722011109
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Farallon Capital Partners, L.P.
2 Check the Appropriate Box if a Member of a Group*
(a)
(b) /x/
3 SEC Use Only
4 Source of Funds*
N/A
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization
California
Number of Shares Beneficially Owned By Each
Reporting Person With
7 Sole Voting Power
-0-
8 Shared Voting Power
-0-
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
-0-
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
-0-
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*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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SCHEDULE 13D
CUSIP NO. G722011109
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Farallon Capital Institutional Partners, L.P.
2 Check the Appropriate Box if a Member of a Group*
(a)
(b) /x/
3 SEC Use Only
4 Source of Funds*
N/A
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization
California
Number of Shares Beneficially Owned By Each
Reporting Person With
7 Sole Voting Power
-0-
8 Shared Voting Power
-0-
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
-0-
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
-0-
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*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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SCHEDULE 13D
CUSIP NO. G722011109
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Farallon Capital Institutional Partners II, L.P.
2 Check the Appropriate Box if a Member of a Group*
(a)
(b) /x/
3 SEC Use Only
4 Source of Funds*
N/A
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization
California
Number of Shares Beneficially Owned By Each
Reporting Person With
7 Sole Voting Power
-0-
8 Shared Voting Power
-0-
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
-0-
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
-0-
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*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP NO. G722011109
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Tinicum Partners, L.P.
2 Check the Appropriate Box if a Member of a Group*
(a)
(b) /x/
3 SEC Use Only
4 Source of Funds*
N/A
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization
New York
Number of Shares Beneficially Owned By Each
Reporting Person With
7 Sole Voting Power
-0-
8 Shared Voting Power
-0-
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
-0-
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
-0-
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*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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SCHEDULE 13D
CUSIP NO. G722011109
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Farallon Capital Management, L.L.C.
2 Check the Appropriate Box if a Member of a Group*
(a)
(b) /x/
3 SEC Use Only
4 Source of Funds*
N/A
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned By Each
Reporting Person With
7 Sole Voting Power
-0-
8 Shared Voting Power
-0-
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
-0-
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
-0-
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
-0-
13 Percent of Class Represented by Amount in Row (11)
0.0%
14 Type of Reporting Person*
IA, 00
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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SCHEDULE 13D
CUSIP NO. G722011109
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Farallon Partners, L.L.C.
2 Check the Appropriate Box if a Member of a Group*
(a)
(b) /x/
3 SEC Use Only
4 Source of Funds*
N/A
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned By Each
Reporting Person With
7 Sole Voting Power
-0-
8 Shared Voting Power
-0-
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
-0-
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
-0-
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*
00
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
<PAGE>
SCHEDULE 13D
CUSIP NO. G722011109
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Enrique H. Boilini
2 Check the Appropriate Box if a Member of a Group*
(a)
(b) /x/
3 SEC Use Only
4 Source of Funds*
N/A
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization
Argentina
Number of Shares Beneficially Owned By Each
Reporting Person With
7 Sole Voting Power
-0-
8 Shared Voting Power
-0-
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
-0-
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
-0-
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
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP NO. G722011109
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
David I. Cohen
2 Check the Appropriate Box if a Member of a Group*
(a)
(b) /x/
3 SEC Use Only
4 Source of Funds*
N/A
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization
South Africa
Number of Shares Beneficially Owned By Each
Reporting Person With
7 Sole Voting Power
-0-
8 Shared Voting Power
-0-
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
-0-
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
-0-
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
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP NO. G722011109
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Joseph F. Downes
2 Check the Appropriate Box if a Member of a Group*
(a)
(b) /x/
3 SEC Use Only
4 Source of Funds*
N/A
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization
United States
Number of Shares Beneficially Owned By Each
Reporting Person With
7 Sole Voting Power
-0-
8 Shared Voting Power
-0-
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
-0-
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
-0-
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
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
<PAGE>
SCHEDULE 13D
CUSIP NO. G722011109
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Fleur E. Fairman
2 Check the Appropriate Box if a Member of a Group*
(a)
(b) /x/
3 SEC Use Only
4 Source of Funds*
N/A
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization
United States
Number of Shares Beneficially Owned By Each
Reporting Person With
7 Sole Voting Power
-0-
8 Shared Voting Power
-0-
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
-0-
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
-0-
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
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP NO. G722011109
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Jason M. Fish
2 Check the Appropriate Box if a Member of a Group*
(a)
(b) /x/
3 SEC Use Only
4 Source of Funds*
N/A
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization
United States
Number of Shares Beneficially Owned By Each
Reporting Person With
7 Sole Voting Power
-0-
8 Shared Voting Power
-0-
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
-0-
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
-0-
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
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP NO. G722011109
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Andrew B. Fremder
2 Check the Appropriate Box if a Member of a Group*
(a)
(b) /x/
3 SEC Use Only
4 Source of Funds*
N/A
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization
United States
Number of Shares Beneficially Owned By Each
Reporting Person With
7 Sole Voting Power
-0-
8 Shared Voting Power
-0-
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
-0-
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
-0-
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
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP NO. G722011109
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
William F. Mellin
2 Check the Appropriate Box if a Member of a Group*
(a)
(b) /x/
3 SEC Use Only
4 Source of Funds*
N/A
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization
United States
Number of Shares Beneficially Owned By Each
Reporting Person With
7 Sole Voting Power
-0-
8 Shared Voting Power
-0-
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
-0-
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
-0-
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
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP NO. G722011109
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Stephen L. Millham
2 Check the Appropriate Box if a Member of a Group*
(a)
(b) /x/
3 SEC Use Only
4 Source of Funds*
N/A
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization
United States
Number of Shares Beneficially Owned By Each
Reporting Person With
7 Sole Voting Power
-0-
8 Shared Voting Power
-0-
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
-0-
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
-0-
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
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP NO. G722011109
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Meridee A. Moore
2 Check the Appropriate Box if a Member of a Group*
(a)
(b) /x/
3 SEC Use Only
4 Source of Funds*
N/A
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization
United States
Number of Shares Beneficially Owned By Each
Reporting Person With
7 Sole Voting Power
-0-
8 Shared Voting Power
-0-
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
-0-
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
-0-
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
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP NO. G722011109
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Thomas F. Steyer
2 Check the Appropriate Box if a Member of a Group*
(a)
(b) /x/
3 SEC Use Only
4 Source of Funds*
N/A
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization
United States
Number of Shares Beneficially Owned By Each
Reporting Person With
7 Sole Voting Power
-0-
8 Shared Voting Power
-0-
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
-0-
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
-0-
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
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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This Amendment No. 10 to Schedule 13D amends the
Schedule 13D initially filed on August 1, 1995 (collectively,
with all amendments thereto, the "Schedule 13D").
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is amended and restated in its
entirety as follows:
A. Farallon Capital Partners, L.P.
(a), (b) The information set forth in
Rows 7, 8, 9, 10, 11 and 13 of the cover page hereto for
FCP is incorporated herein by reference. The percentage
amount set forth in Row 13 of such cover page and of each
other cover page filed herewith is calculated based upon
the 8,797,255 Shares outstanding as of May 2, 1997
reported by the Company in its Form 10-Q for the period
ended March 31, 1997.
(c) The trading dates, number of Shares
purchased or sold and the price per Share for all
purchases and sales of the Shares since the filing
of the prior Schedule 13D are set forth on Schedule A
hereto and are incorporated herein by reference. All of such
transactions were privately-negotiated transactions.
(d) FPLLC as General Partner has the
power to direct the affairs of FCP, including
the disposition of the proceeds of the sale of the Shares.
Steyer is the senior managing member of FPLLC, and
Boilini, Cohen, Downes, Fairman, Fish, Fremder, Mellin,
Millham and Moore are managing members of FPLLC.
(e) As of July 18, 1997, the Reporting Person
is no longer the beneficial holder of 5% or more of the
total number of Shares currently outstanding.
B. Farallon Capital Institutional Partners, L.P.
(a), (b) The information set forth in Rows
7, 8, 9, 10, 11 and 13 of the cover page hereto for FCIP
is incorporated herein by reference.
PAGE
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(c) The trading dates, number of Shares
purchased or sold and the price per Share for all
purchases and sales of the Shares since the filing
of the prior Schedule 13D are set forth on Schedule B
hereto and are incorporated herein by reference. All
of such transactions were privately-negotiated transactions.
(d) FPLLC as General Partner has the
power to direct the affairs of FCIP, including
the disposition of the proceeds of the sale
of the Shares. Steyer is the senior managing member
of FPLLC and Boilini, Cohen, Downes, Fairman,
Fish, Fremder, Mellin, Millham and Moore are managing
members of FPLLC.
(e) As of July 18, 1997, the Reporting Person
is no longer the beneficial holder of 5% or more of the
total number of Shares currently outstanding.
C. Farallon Capital Institutional Partners II,
L.P.
(a), (b) The information set forth in Rows
7, 8, 9, 10, 11 and 13 of the cover page hereto for FCIP
II is incorporated herein by reference.
(c) The trading dates, number of Shares
purchased or sold and the price per Share
for all purchases and sales of the Shares since
the filing of the prior Schedule 13D are
are set forth on Schedule C hereto and are
incorporated herein by reference. All of such transactions
were privately-negotiated transactions.
(d) FPLLC as General Partner has the
power to direct the affairs of FCIP II, including
the disposition of the proceeds of the sale of the
Shares. Steyer is the senior managing member of
FPLLC and Boilini, Cohen, Downes, Fairman, Fish,
Fremder, Mellin, Millham and Moore are managing
members of FPLLC.
(e) As of July 18, 1997, the Reporting Person
is no longer the beneficial holder of 5% or more of the
total number of Shares currently outstanding.
D. Tinicum Partners, L.P.
(a), (b) The information set forth in Rows 7,
8, 9, 10, 11 and 13 of the cover page hereto for Tinicum
is incorporated herein by reference.
PAGE
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(c) The trading dates, number of Shares
purchased or sold and the price per Share for all
purchases and sales of the Shares since the filing of
the prior Schedule 13D are set forth on Schedule D hereto
and are incorporated herein by reference. All of such
transactions were privately-negotiated transactions.
(d) FPLLC as General Partner has the
power to direct the affairs of Tinicum, including
the disposition of the proceeds of the sale of the
Shares. Steyer is the senior managing member of FPLLC
and Boilini, Cohen, Downes, Fairman, Fish,
Fremder, Mellin, Millham and Moore are managing
members of FPLLC.
(e) As of July 18, 1997, the Reporting Person
is no longer the beneficial holder of 5% or more of the
total number of Shares currently outstanding.
E. Farallon Capital Management, L.L.C.
(a), (b) The information set forth in Rows
7, 8, 9, 10, 11 and 13 of the cover page hereto for
FCMLLC is incorporated herein by reference.
(c) The trading dates, number of Shares
purchased or sold and the price per Share for all
purchases and sales of the Shares by the Managed Accounts
since the filing of the prior Schedule 13D are set forth on
Schedule E hereto and are incorporated herein by reference.
All of such transactions were privately-negotiated transactions.
(d) FCMLLC, as an investment adviser, has
the power to direct the disposition of the proceeds of
the sale of the Shares held by the Managed Accounts.
Steyer is the senior managing member of FCMLLC, and
Boilini, Cohen, Downes, Fish, Fremder, Millham,
Mellin, and Moore are managing members of FCMLLC.
(e) As of July 18, 1997, the Reporting Person
is no longer the beneficial holder of 5% or more of the
total number of Shares currently outstanding.
F. Farallon Partners, L.L.C.
(a), (b) The information set forth in rows
7, 8, 9, 10, 11, and 13 of the cover page hereto for
FPLLC is incorporated herein by reference.
(c) None.
PAGE
<PAGE>
(d) FPLLC as General Partner has the
power to direct the affairs of the Partnerships,
including the disposition of the proceeds of the sale of
Shares. Steyer is the senior managing member of
FPLLC and Boilini, Cohen, Downes, Fairman, Fish,
Fremder, Mellin, Millham and Moore are managing members
of FPLLC.
(e) As of July 18, 1997, the Reporting Person
is no longer the beneficial holder of 5% or more of the
total number of Shares currently outstanding.
G. Enrique H. Boilini
(a), (b) The information set forth in Rows
7, 8, 9, 10, 11 and 13 of the cover page hereto for
Boilini is incorporated herein by reference.
(c) None.
(d) FPLLC as General Partner has the
power to direct the affairs of the Partnerships, includ-
ing the disposition of the proceeds of the sale of the Shares.
FCMLLC, as an investment adviser, has the power
to direct the disposition of the proceeds of the sale
Shares held by the Managed Accounts. Boilini is
a managing member of FCMLLC and FPLLC.
(e) As of July 18, 1997, the Reporting Person
is no longer the beneficial holder of 5% or more of the
total number of Shares currently outstanding.
H. David I. Cohen
(a), (b) The information set forth in Rows
7, 8, 9, 10, 11 and 13 of the cover page hereto for Cohen
is incorporated herein by reference.
(c) None.
(d) FPLLC as General Partner has the
power to direct the affairs of the Partnerships, includ-
ing the disposition of the proceeds of the sale of the Shares.
FCMLLC, as an investment adviser, has the power
to direct the disposition of the proceeds of the sale
of the Shares held by the Managed Accounts.
Cohen is a managing member of FCMLLC and FPLLC.
PAGE
<PAGE>
(e) As of July 18, 1997, the Reporting Person
is no longer the beneficial holder of 5% or more of the
total number of Shares currently outstanding.
I. Joseph F. Downes
(a), (b) The information set forth in Rows
7, 8, 9, 10, 11 and 13 of the cover page hereto for
Downes is incorporated herein by reference.
(c) None.
(d) FPLLC as General Partner has the
power to direct the affairs of the Partnerships, includ-
ing the disposition of the proceeds of the sale of the Shares.
FCMLLC, as an investment adviser, has the power
to direct the disposition of the proceeds of the sale
of the Shares held by the Managed Accounts. Downes is a
managing member of FCMLLC and FPLLC.
(e) As of July 18, 1997, the Reporting Person
is no longer the beneficial holder of 5% or more of the
total number of Shares currently outstanding.
J. Fleur E. Fairman
(a), (b) The information set forth in Rows
7, 8, 9, 10, 11 and 13 of the cover page hereto for
Fairman is incorporated herein by reference.
(c) None.
(d) FPLLC as General Partner has the
power to direct the affairs of the Partnerships, including
the disposition of the proceeds of the sale of
Shares. Fairman is a managing member of FPLLC.
(e) As of July 18, 1997, the Reporting Person
is no longer the beneficial holder of 5% or more of the
total number of Shares currently outstanding.
K. Jason M. Fish
(a), (b) The information set forth in Rows
7, 8, 9, 10, 11 and 13 of the cover page hereto for Fish
is incorporated herein by reference.
PAGE
<PAGE>
(c) None.
(d) FPLLC as General Partner has the
power to direct the affairs of the Partnerships, includ-
ing the disposition of the proceeds of the sale of the Shares.
FCMLLC, as an investment adviser, has the power
to direct the disposition of the proceeds of the sale of the
Shares held by the Managed Accounts. Fish is a managing
member of FCMLLC andFPLLC.
(e) As of July 18, 1997, the Reporting Person
is no longer the beneficial holder of 5% or more of the
total number of Shares currently outstanding.
L. Andrew B. Fremder
(a), (b) The information set forth in Rows
7, 8, 9, 10, 11 and 13 of the cover page hereto for
Fremder is incorporated herein by reference.
(c) None.
(d) FPLLC as General Partner has the
power to direct the affairs of the Partnerships, includ-
ing the disposition of the proceeds of the sale of the
Shares. FCMLLC, as an investment adviser, has the
power to direct the disposition of the proceeds of the
sale of the Shares held by the Managed Accounts.
Fremder is a managing member of FCMLLC and FPLLC.
(e) As of July 18, 1997, the Reporting Person
is no longer the beneficial holder of 5% or more of the
total number of Shares currently outstanding.
M. William F. Mellin
(a), (b) The information set forth in Rows
7, 8, 9, 10, 11 and 13 of the cover page hereto for
Mellin is incorporated herein by reference.
(c) None.
(d) FPLLC as General Partner has the
power to direct the affairs of the Partnerships, includ-
ing the disposition of the proceeds of the sale of the Shares.
FCMLLC, as an investment adviser, has the power to
direct the disposition of the proceeds of the sale
of the Shares held
PAGE
<PAGE>
by the Managed Accounts. Mellin is a managing
member of FCMLLC and FPLLC.
(e) As of July 18, 1997, the Reporting Person
is no longer the beneficial holder of 5% or more of the
total number of Shares currently outstanding.
N. Stephen L. Millham
(a), (b) The information set forth in Rows
7, 8, 9, 10, 11 and 13 of the cover page hereto for
Millham is incorporated herein by reference.
(c) None.
(d) FPLLC as General Partner has the
power to direct the affairs of the Partnerships, includ-
ing the disposition of the proceeds of the sale of the Shares.
FCMLLC, as an investment adviser, has the power to
direct the disposition of the proceeds of the sale
of the Shares held by the Managed Accounts.
Millham is a managing member of FCMLLC and FPLLC.
(e) As of July 18, 1997, the Reporting Person
is no longer the beneficial holder of 5% or more of the
total number of Shares currently outstanding.
O. Meridee A. Moore
(a), (b) The information set forth in Rows
7, 8, 9, 10, 11 and 13 of the cover page herein for Moore
is incorporated herein by reference.
(c) None.
(d) FPLLC as General Partner has the
power to direct the affairs of the Partnerships, includ-
ing the disposition of the proceeds of the sale of the Shares.
FCMLLC, as an investment adviser, has the power
to direct the disposition of the proceeds of the sale
of the Shares held by the Managed Accounts.
Moore is a managing member of FCMLLC and FPLLC.
(e) As of July 18, 1997, the Reporting Person
is no longer the beneficial holder of 5% or more of the
total number of Shares currently outstanding.
PAGE
<PAGE>
P. Thomas F. Steyer
(a), (b) The information set forth in Rows
7, 8, 9, 10, 11 and 13 of the cover page hereto for
Steyer is incorporated herein by reference.
(c) None.
(d) FPLLC as General Partner has the
power to direct the affairs of the Partnerships, includ-
ing the disposition of the proceeds of the sale of the Shares.
FCMLLC, as an investment adviser, has the power
to direct the disposition of the proceeds of the sale
of the Shares held by the Managed Accounts. Steyer
is the senior managing member of FCMLLC and FPLLC.
(e) As of July 18, 1997, the Reporting Person
is no longer the beneficial holder of 5% or more of the
total number of Shares currently outstanding.
Item 6. Contracts, Arrangements, Understandings
or Relationships with Respect to Securities of
the Issuer.
Item 6 of the Schedule 13D is amended and
restated in its entirety as follows:
On July 18, 1997, FCP, FCIP, FCIP II, Tinicum and
the Managed Accounts (collectively, the "Sellers")
have entered into a privately-negotiated
agreement (the "Agreement") dated as of July 18, 1997
with Presidio Holding Company, LLC ( the "Buyer")
pursuant to which each Seller sold all Shares owned by
such Seller to Buyer. Under the Agreement, a portion of the
purchase price is contingent and deferred. Buyer has the
right to "call" the deferred portion of the purchase price
and Sellers have the right to "put" the deferred portion
of the purchase price, all as set forth in the Agreement.
See Schedules A-E for disclosure regarding the number
of Shares sold by each Seller and the per Share price
received by each Seller for such transaction. See Exhibit A
for a copy of the Agreement. On July 18, 1997, Sellers
also entered into an assignment of claim agreement
( the "Assignment of Claim") dated as of July 18, 1997
in favor of Buyer pursuant to which, subject to the terms and
conditions of the Assignment of Claim, Sellers assigned to
Buyer all of their right, title and
interest in and to all claims, causes of action and
rights to initiate a proceeding against any person by
virtue of being a holder of Shares. See Exhibit B for
a copy of the Assignment of Claim. Sellers have an
understanding with Buyer to attempt to reach
agreement on certain ancillary matters including a
covenant of Buyer not to pursue actions against
Seller, the treatment of possible claims and litigations
relating to the sale and a tax indemnification by
Sellers. If and when the parties reach agreement,
they would enter into a written agreement regarding
these matters.
PAGE
<PAGE>
Except as described above, there are no contracts,
arrangements, understandings or relationships (legal or
otherwise) among the Reporting Persons or between such
persons and any other person with respect to any securities
of the Company, including but not limited to transfer or voting
of any securities of the Company, finder's fees, joint ventures,
loan or option arrangements, puts or calls, guarantees of profits,
divisions of profits or loss, or the giving or withholding of proxies.
Item 7. Materials to be Filed as Exhibits.
Attached as Exhibit A to the Schedule 13D is the Agreement
described in Item 6 above. Attached as Exhibit B to the Schedule
13D is the Assignment of Claim described in Item 6 above.
<PAGE>
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of our
knowledge and belief, the undersigned certify that the
information set forth in this statement is true, complete
and correct.
Dated: July 21, 1997
/s/ Thomas F. Steyer
FARALLON PARTNERS, L.L.C.,
on its own behalf and as
General Partner of
FARALLON CAPITAL PARTNERS, L.P.,
FARALLON CAPITAL INSTITUTIONAL
PARTNERS, L.P., FARALLON
CAPITAL INSTITUTIONAL PARTNERS
II, L.P. and TINICUM PARTNERS, L.P.
By Thomas F. Steyer,
Senior Managing Member
/s/ Thomas F. Steyer
FARALLON CAPITAL MANAGEMENT, L.L.C.
By Thomas F. Steyer,
Senior Managing Member
/s/ Thomas F. Steyer
Thomas F. Steyer,
individually and as
attorney-in-fact for each
of Enrique H. Boilini, David I.
Cohen, Joseph F. Downes,
Fleur E. Fairman, Jason M. Fish,
Andrew B. Fremder, William
F. Mellin, Stephen L.
Millham, and Meridee A. Moore.
<PAGE>
SCHEDULE A
FARALLON CAPITAL PARTNERS, L.P.
NO. OF SHARES PRICE
TRADE DATE SOLD PER SHARE
(including commission)
7/18/97 1,397,138 $25.00 plus
The Deferred
Purchase Price <1>
<1> See Section 2.2 of the Agreement for a definition of the
Deferred Purchase Price.
<PAGE>
<PAGE>
SCHEDULE B
FARALLON CAPITAL INSTITUTIONAL PARTNERS, L.P.
NO. OF SHARES PRICE
TRADE DATE SOLD PER SHARE
(including commission)
7/18/97 1,610,730 $25.00 plus
The Deferred
Purchase Price <1>
<1> See Section 2.2 of the Agreement for a definition of the
Deferred Purchase Price.
PAGE
<PAGE>
SCHEDULE C
FARALLON CAPITAL INSTITUTIONAL PARTNERS II, L.P.
NO. OF SHARES PRICE
TRADE DATE SOLD PER SHARE
(including commission)
7/18/97 607,980 $25.00 plus
The Deferred
Purchase Price <1>
<1> See Section 2.2 of the Agreement for a definition of the
Deferred Purchase Price.
PAGE
<PAGE>
SCHEDULE D
TINICUM PARTNERS, L.P.
NO. OF SHARES PRICE
TRADE DATE SOLD PER SHARE
(including commission)
7/18/97 241,671 $25.00 plus
The Deferred
Purchase Price <1>
<1> See Section 2.2 of the Agreement for a definition of the
Deferred Purchase Price.
PAGE
<PAGE>
SCHEDULE E
FARALLON CAPITAL MANAGEMENT, L.L.C.
NO. OF SHARES PRICE
TRADE DATE SOLD PER SHARE
(including commission)
7/18/97 274,778 $25.00 plus
The Deferred
Purchase Price <1>
7/18/97 153,783 $25.00 plus
The Deferred
Purchase Price <1>
7/18/97 267,300 $25.00 plus
The Deferred
Purchase Price <1>
<1> See Section 2.2 of the Agreement for a definition of the
Deferred Purchase Price.
PAGE
<PAGE>
EXHIBIT INDEX
Exhibit A - Stock Purchase
Agreement
Exhibit B - Assignment of
Claims
PAGE
<PAGE>
EXHIBIT A
PAGE
<PAGE>
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
PRESIDIO HOLDING COMPANY, LLC,
as Purchaser.
Dated as of July 18, 1997
PAGE
<PAGE>
STOCK PURCHASE AGREEMENT
STOCK PURCHASE AGREEMENT, dated as of July 18, 1997, 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. (each, a "Seller"), as sellers, and PRESIDIO
HOLDING COMPANY, LLC, a New York limited liability company
("Purchaser"), as purchaser.
R E C I T A L S :
A. Each Seller is the owner of the number of Presidio Shares
(as hereinafter defined) indicated on Schedule A annexed hereto.
B. On the terms and subject to the conditions hereinafter
set forth, each Seller desires to sell to Purchaser, and
Purchaser desires to purchase from such Seller, the Presidio
Shares owned by such Seller.
A G R E E M E N T :
The parties hereto agree as follows:
ARTICLE I
DEFINITIONS
Section 1.1. Definitions. As used in this Agreement, unless
the context requires a different meaning, the following terms
have the meanings indicated:
"Affiliate" means, with respect to any Person, either (i)
any Subsidiary of such Person, or (ii) any other Person that,
directly or indirectly, controls, is controlled by or is under
common control with such Person. For the purposes of this
definition, "control" (including, with correlative meanings, the
terms "controlled by" and "under common control with") shall mean
the possession, directly or indirectly, of the power to direct or
cause the direction of the management
PAGE
<PAGE>
-2-
and policies of such Person, whether through the
ownership of voting securities or by contract or otherwise.
"Affiliated Transaction" means any transaction (including
without limitation any sale, transfer, lease, assignment,
investment or contract or arrangement of any kind) between or
among, directly or indirectly, Purchaser, any of its Affiliates
and/or any of its Subsidiaries other than (i) the Company or any
of its Subsidiaries or (ii) any Related Company or any of its
Subsidiaries.
"Agreement" means this Stock Purchase Agreement, as amended
from time to time in accordance with the terms hereof.
"AIRR" means, at any date and in respect of each Presidio
Share acquired by Purchaser under this Agreement, the then
internal rate of return (expressed as an annualized percentage)
on Purchaser's Investment Basis in such Presidio Share for the
period commencing on the Closing Date and ending on the date of
determination thereof, calculated on a semi-annual compounding
basis, based on a year consisting of 12 months and 365 days;
provided, however, that calculations in respect of periods less
than a month will be based on the actual number of days elapsed
over a presumed monthly period of 30 days. It is understood that
the AIRR in respect of any Presidio Share shall not be a positive
percentage unless and until Purchaser has received Net Proceeds
attributable thereto that exceed the amount of Purchaser's
Investment Basis thereon.
"Business Day" means any day except Saturday, Sunday and any
day that is a legal holiday or on which banking institutions in
the State of New York are authorized or required by law or other
government action to close.
"Cash Distribution" means (i) any cash dividend or
distribution on account of any equity securities or any interest,
principal or other payment in cash on account of any debt
instrument, (ii) any other payment of money received (a) pursuant
to the terms of any contract, lease or other instrument
constituting Non-Cash Proceeds or (b) otherwise in respect of any
Non-cash Proceeds, (iii) any redemption, retirement, sinking fund
or similar payment of money for or in respect of the acquisition
of any securities, (iv) any cash payment made to purchase,
redeem, retire or surrender options, warrants or other rights to
acquire equity or debt securities or (v) any other cash proceeds
of any kind received on or in respect of (a) the Presidio Shares
to be acquired by Purchaser hereunder or (b) any Non-cash
Proceeds thereof.
PAGE
<PAGE>
-3-
"Cash Purchase Price" means the portion of the Purchase
Price for the Presidio Shares to be acquired by Purchaser
hereunder that, pursuant to Section 2.1 hereof, is contemplated
to be paid in immediately available funds on the Closing Date.
"Closing" has the meaning provided therefor in Section 3.1
of this Agreement.
"Closing Date" means the date that the Closing actually
occurs.
"Company" means Presidio Capital Corp., a corporation
organized and existing under the laws of the British Virgin
Islands and its successors and assigns.
"'Deferred Purchase Price" means the payments, if any, from
time to time owing to the Sellers pursuant to the provisions of
Section 2.2.
"Fair Value Adjustment Amount" means, in respect of each
Presidio Share acquired by Purchaser hereunder or any Non-cash
Proceeds thereof, the amount of diminution, if any, in the
amounts that would otherwise be payable or realized in respect of
such Presidio Share or such Non-Cash proceeds thereof as
described in clauses (i) and (ii) of the definition of Net
Proceeds, but only to the extent that such diminution is caused
by or attributable to any Interested Party Transaction.
"Interested Party Transaction" means any transaction between
the Company or any of its Subsidiaries or any Related Company or
any of its Subsidiaries and (i) the Purchaser or any of its
Affiliates (other than the Company and its Subsidiaries and any
Related Company and its Subsidiaries) or (ii) any other Person in
which the Purchaser or any of its Affiliates (other than the
Company and its Subsidiaries and any Related Company and its
Subsidiaries) owns any interest.
"Investment Basis" means, in respect of each Presidio Share
acquired by Purchaser hereunder, the Cash Purchase Price in
respect thereof plus the following out of pocket amounts: (i) the
per share amount of all closing and other reasonable expenses of
Purchaser (including, without limitation, legal fees) incurred in
connection with the acquisition of such Presidio Share, (ii) the
per share amount of any capital contributions made by Purchaser
to the Company after the Closing Date in respect of such Presidio
Share, (iii) the per share amount of any post closing costs or
expenses of Purchaser in connection with or arising out of the
acquisition of such Presidio
PAGE
<PAGE>
-4-
Share hereunder (excluding (a) any
financing expenses of any kind and (b) any costs or expenses
incurred in any dispute with Sellers with respect to this
Agreement unless Purchaser is the prevailing party in such
dispute) and (iv) the per share amount (as a fraction of all
Presidio Shares owned by Purchaser whether acquired hereunder or
otherwise) of all expenses incurred by Purchaser in connection
with the enforcement of any claims relating to its investment in
the Company.
"Lien" means, with respect to any asset, any mortgage, lien,
pledge, encumbrance, charge or security interest of any kind in
or on such asset or the revenues or income thereon or therefrom.
"Losses" means all damages, losses, penalties, fines,
settlement payments, obligations to third parties, claims, costs
or expenses actually suffered or incurred by such Person
excluding any consequential, special or punitive damages.
"Management Agreements" means (i) the Management Agreement,
dated as of November 3, 1994, between the Company and Presidio
Management Company, LLC, (ii) the Management Agreement, dated as
of November 3, 1994, between the Company and Steinhardt
Management Company, Inc. and (iii) the Administrative Services
Agreement dated as of November 3, 1994 between the Company
and Concurrency Management Corp.
"Net Proceeds" means, in respect of each Presidio Share
acquired by Purchaser hereunder or any Non-cash Proceeds thereof,
the following amounts from time to time actually received by
Purchaser or its Affiliates or (in the case of any Fair Market
Adjustment Amount) deemed to be received by Purchaser or its
Affiliates from transactions other than Affiliated Transactions,
in each case net of all out of pocket transaction costs, transfer
taxes and other out-of-pocket expenses actually incurred by
Purchaser and not included in the Investment Basis of such
Presidio Share and determined on a cash and not an accrual basis:
(i) all Cash Distributions attributable to such Presidio Share or
any Non-cash Proceeds thereof, (ii) all cash payments received
upon any sale by Purchaser or its Affiliates of such Presidio
Share or any Non-cash Proceeds thereof and (iii) all Fair Value
Adjustment Amounts attributable to such Presidio Share or
Non-cash Proceeds thereof.
"Non-cash Proceeds" means, in respect of any Presidio Share
acquired by Purchaser hereunder, all proceeds, products,
property, rights, entitlements (including, without limitation or
duplication, any interests in T-Two Holdings, LLC, when is-
PAGE
<PAGE>
-5-
sued, any subscription rights and all proceeds of proceeds of such
Presidio Shares) received thereon or on account of the ownership
thereof (net of any costs to obtain such property not otherwise
included in the Investment Basis in respect of any Presidio
Share) other than any of the foregoing that constitutes a Cash
Distribution.
"Person" means an individual or a corporation, partnership,
trust, incorporated or unincorporated association, joint venture,
limited liability company, joint stock company, government (or an
agency or political subdivision thereof) or other entity of any
kind.
"Presidio Shares" means shares of Class A common stock of
the Company having a par value of $.01 per share.
"Qualifying Litigation" means a lawsuit or proceeding (i)
against one or more Sellers and/or their Affiliates and Purchaser
or (ii) against one or more Sellers and/or their Affiliates alone
and which, in either case, seeks to enjoin or obtain other relief
in respect of or alleges any damages resulting from the
transactions contemplated under this Agreement.
"Related Company" means any Person whose securities are
issued to any party as Non-cash Proceeds and which is or was at
any time under common control with the Company and includes,
without limitation, upon the issuance of any such securities, the
so-called "T-Two Entities" contemplated to be the subject to a
rights offering pursuant to that certain Rights Offering
Agreement dated March 19, 1996.
"Subsidiary" means, with respect to any Person, (i) a
corporation, a majority of whose capital stock with voting
power, under ordinary circumstances, to elect directors is
at the time, directly or indirectly, owned by such Person,
by a Subsidiary of such Person or by such Person and a
Subsidiary thereof or (ii) any other Person (other than a
corporation) in which such Person, a Subsidiary thereof or
such Person and a Subsidiary thereof, directly or indirectly,
at the date of determination thereof has at least a majority
ownership interest.
Section 1.2. Construction. When used herein the words
"herein", "hereunder", "hereby", "hereof" and similar words refer
to this Agreement as a whole. All references to a party's
"knowledge" refer to actual knowledge and not to any constructive
or imputed knowledge.
PAGE
<PAGE>
-6-
ARTICLE II
PURCHASE OF SHARES
Section 2.1. Purchase. On the terms and subject to the
conditions herein set forth, each Seller shall sell to Purchaser
and Purchaser shall purchase from such Seller on the Closing Date
the Presidio Shares owned by such Seller (as set forth on
Schedule A annexed hereto) for a purchase price per share equal
to (i) $25 plus (ii) the Deferred Purchase Price in respect
thereof.
Section 2.2. Deferred Purchase Price. In addition to the
payment by Purchaser of the Cash Purchase Price, Purchaser shall
pay to Sellers the amounts contemplated in this Section in
respect of each Presidio Share acquired hereunder. Each amount of
Net Proceeds from time to time received (or deemed to be received
in the case of the Fair Market Adjustment Amount) by Purchaser or
its Affiliates and attributable to any Presidio Share acquired
hereunder or any Non-cash Proceeds thereof shall be applied as
follows:
(i) first, to Purchaser until Purchaser has received an AIRR
in respect of such Presidio Share to the date of such
distribution equal to 12.5%;
(ii) next, such Net Proceeds shall be divided, 70% to
Purchaser and 30% to Sellers, until Purchaser has received an
AIRR in respect of such Presidio Share to the date of such
distribution equal to 16.5%; and
(iii) next, the balance of such Net Proceeds, if any, shall
be divided 82% to Purchaser and 18% to Sellers.
The foregoing provisions of this Section 2.2 shall not be
construed to cause Purchaser and Sellers to be regarded as
partners or joint venturers or to create any claim or interest of
Sellers in the Presidio Shares sold hereunder or in any proceeds
thereof. Such provisions are intended merely to describe the
amounts and timing of payments which may hereafter be
owing by Purchasers to Sellers hereunder.
Section 2.3. Calculation of AIRR. The AIRR shall be
calculated as of each date that (i) Purchaser or its Affiliates
receive any Net Proceeds or (ii) the Investment Basis and in a
Presidio Share acquired by Purchaser hereunder changes in a
material amount. Purchaser shall within 10 days after each such
PAGE
<PAGE>
-7-
date: (i) send to Sellers a written calculation of the Investment
Basis and AIRR in respect of all the Presidio Shares acquired
hereunder then held by Purchaser or its Affiliates and the amount
payable to Sellers hereunder (if any) together with supporting
information and (ii) pay to Sellers the amounts payable (if
any). If Sellers dispute any calculation by Purchaser the
following provisions shall apply:
(a) Purchaser shall pay any undisputed amount;
(b) The parties shall negotiate in good faith for 30 days to
resolve such dispute; and
(c) In the event the parties shall fail (within such 30- day
period) to resolve such dispute, the parties hereby agree that
such resolution shall be made in accordance with the provisions
of Section 9.4 hereof.
Section 2.4. Mergers, Stock Splits, etc. In the event of any
stock split, merger, combination or other corporate restructuring
transaction affecting the Company, any Subsidiary or any Related
Company or any Subsidiary thereof, the parties shall negotiate in
good faith with each other to amend the provisions of this
Article to preserve the essential economics of the arrangements
herein set forth as applied to the capital structure of the
Company on the date hereof. In the event the parties have not
agreed to such amendment within 30 days, the matter shall be
determined pursuant to arbitration as provided in Section 9.4
hereof.
Section 2.5. Call Option. At Purchaser's option (to be
exercised by Purchaser in writing at any time within 12 months
after the Closing Date), Purchaser may, (i) in respect of 75% of
the Presidio Shares acquired hereunder or such lesser number
thereof as shall be elected by Purchaser, terminate Purchaser's
obligation to pay the Deferred Purchase Price thereof upon
payment to Sellers of $3.00 per share for each such Presidio
Share so elected by Purchaser and (ii) in respect of the
remaining 25% of the Presidio Shares acquired hereunder (or such
lesser number as shall be elected by Purchaser), terminate
Purchaser's obligation to pay the Deferred Purchase Price thereof
upon payment to Sellers of $4.00 per share for each such Presidio
Share so elected by Purchaser. Any amounts paid by Purchaser
under this Section shall not be included in the Investment Basis
in any remaining Presidio Shares acquired hereunder and amounts
received by Purchaser under this Section shall not be included
in Net Proceeds with respect to any such remaining Presidio Shares.
PAGE
<PAGE>
-8-
Section 2.6. Put Option. At Sellers' option, exercisable at
any time after five years from the Closing, Sellers may elect by
written notice to Purchaser (the "Put Notice") to put Seller's
remaining rights to the Deferred Purchase Price to Purchaser in
which case Purchaser shall be obligated to purchase such rights
at the fair market value thereof determined as of the date of the
Put Notice, pursuant to the provisions of Section 9.3 and
Schedule B annexed hereto.
Section 2.7. Affiliated Transactions and Interested Party
Transactions. Upon the occurrence of any material Affiliated
Transaction or any material Interested Party Transaction,
Purchaser shall (subject to any confidentiality undertakings)
notify Sellers of the material terms of such transaction. The
provisions of this Section 2.7 shall not limit Purchaser's
obligations under Section 2.3.
ARTICLE III
CLOSING
Section 3.1. Closing. The purchase and sale of the Presidio
Shares to be acquired hereunder shall take place at a closing
(the "Closing") to be held at the offices of Cahill Gordon &
Reindel, 80 Pine Street, New York, New York 10005, at 10:00 A.M.
local time, on July 18, 1997. Notwithstanding any contrary
provision herein, in the event that the Closing has not actually
occurred on or prior to July 31, 1997, any party hereto may, upon
written notice to the other parties hereto, terminate this
Agreement.
Section 3.2. Closing Deliveries. Delivery of the Presidio
Shares to be acquired hereunder shall be made at the Closing
against payment of the Cash Purchase Price therefor provided for
in Section 2.1, by either (i) delivery to Purchaser of a stock
certificate or certificates representing all such Presidio Shares
(together with stock powers duly executed by Sellers) or (ii) the
transfer of such Presidio Shares to be accomplished by a book
entry in the books of Depositary Trust Company. Also at the
Closing, Sellers shall deliver to Purchaser an instrument in form
acceptable to Purchaser in its reasonable discretion pursuant to
which (a) Sellers assign any and all claims (other than claims
which may not legally be assigned) they may have against any
Person relating to Sellers' ownership of the Presidio Shares to
be acquired hereunder and (b) agree to cooperate in all
reasonable respects in connection
PAGE
<PAGE>
-9-
with any actions or proceedings by Purchaser to enforce such
claims.
Section 3.3. Payments. Payment of the Cash Purchase Price
and any other amounts owing from time to time to Sellers
hereunder shall be made by wire transfer of same day funds to the
account identified on Schedule A annexed hereto. Purchaser
shall have no responsibility to allocate or distribute among the
several Sellers amounts of the Cash Purchase Price or any other
amount from time to time owing to Sellers or any of them
hereunder.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES
Section 4.1. Representations and Warranties of Sellers. Each
Seller severally (and not jointly) represents and warrants, as of
the date hereof, as follows:
(a) Organization and Good Standing. Such Seller is an entity
duly organized, validly existing and in good standing under the
laws of the jurisdiction of its organization. Such Seller is duly
qualified or licensed and in good standing as a foreign entity,
and authorized to do business, in each jurisdiction in which the
ownership or leasing of its properties or the character of its
operations makes such qualification necessary, except where
failure to obtain such qualification, license, authorization or
good standing would not individually or in the aggregate
reasonably be expected to have a material adverse effect upon its
ability to perform its obligations under this Agreement (a
"Material Adverse Effect"). Such Seller has all requisite
organizational power and authority to own its assets and to carry
on its respective businesses as presently conducted.
(b) Corporate Authorizations. Such Seller has all requisite
power and authority to execute, deliver and perform its
obligations under this Agreement. The execution and delivery by
such Seller of this Agreement and the consummation of the
transactions contemplated hereby have been duly and validly
authorized by all necessary action of such Seller.
PAGE
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(c) The Presidio Shares. Such Seller or its nominee has good
and valid title to the Presidio Shares purported to be sold by
it, free and clear of any Liens. Assuming Purchaser has the
requisite power and authority to be the lawful owner of such
Presidio Shares, upon transfer of such shares as contemplated in
Section 3.2 hereof and receipt of the Cash Purchase Price by
Sellers, good and valid title to such Presidio Shares will pass
to Purchaser or its nominee, free and clear of any Liens arising
from acts of such Seller. Other than as set forth in this
Agreement and the Schedules hereto and in the Memorandum of
Association and Articles of Association of the Company and the
No-Action Letter issued by the Securities and Exchange Commission
in respect of the Company and the Certificate of Farallon Capital
Management, LLC dated July 29, 1994 relating thereto, Presidio
Shares acquired hereunder are not subject to any voting trust
agreement or other contract, agreement, arrangement, commitment
or understanding, including any such agreement, arrangement,
commitment or understanding restricting or otherwise relating to
the voting, dividend rights or disposition of such Presidio Shares.
(d) Capitalization. The Presidio Shares to be acquired by
Purchaser hereunder constitute, to Seller's knowledge, not less
than 51.74% of all currently issued and outstanding Presidio
Shares.
(e) Conflicting Agreements and Similar Matters. Neither the
execution and delivery of this Agreement by such Seller nor the
consummation of the transactions contemplated hereby by such
Seller will (i) violate any provision of any United States
Federal, State or foreign law, statute, rule or regulation
(except that with respect to securities laws, Seller only
represents and warrants that it has not taken any action which
would require the sale hereunder to be registered under the
Securities Act of 1933, as amended to date (the "Act")), or any
order, judgment, injunction, decree, determination or award of
any United States Federal, State or foreign court or governmental
authority presently in effect having applicability to such Seller
except such violations as would not reasonably be expected to
have (individually or in the aggregate) a Material Adverse Effect
on such Seller, (ii) conflict with or result in a breach of or
constitute a default under the organizational documents of such
Seller, or (iii) require any consent, approval or notice under,
or conflict with or result in a breach of or con-
PAGE
<PAGE>
-11-
stitute a default under, any note, bond, mortgage, license,
indenture or loan or credit agreement, or any other agreement
or instrument, to which such Seller is a party or by which any
of its respective properties is bound, except such conflicts or
defaults as would not reasonably be expected to have
(individually or in the aggregate) a Material Adverse Effect
on such Seller.
(f) Enforceability. This Agreement constitutes a legal,
valid and binding obligation of such Seller, enforceable against
such Seller in accordance with its terms, except as such
enforceability may be limited by bankruptcy, insolvency,
moratorium, or any other laws affecting creditors rights
generally or principles of equity.
(g) Litigation, Proceedings, etc. Seller is not aware of any
action, suit, notice of violation or proceeding pending or, to
the best knowledge of such Seller, threatened against or
affecting such Seller or any of its properties before or by any
court, governmental or administrative agency or regulatory
authority (Federal, State, county, local or foreign) which
relates to or challenges the legality, validity or enforceability
of this Agreement.
(h) Securitization Transactions. Neither such Seller nor, to
such Seller's knowledge, any other holders of Presidio Shares
constituting more than 15% of all Presidio Shares has executed
any writing having the legal effect of a ratification of or
consent to any of the transactions described in the offering
memorandum dated May 25, 1996 relating to securitization
of certain contract rights previously owned by the Company
or waived in writing any claim with respect thereto.
(i) Management Agreements. To the knowledge of such Seller,
except for the Management Agreements and the Sub-Management
Agreement (as defined below), there are no agreements, or
understandings pursuant to which Joseph Jacobs or Charles
Davidson or any Person affiliated with either thereof has any
right to manage the Company or its affairs or receive fees or
income therefrom (other than as stockholders, directors or
officers). To the knowledge of Seller, the Management Agreements
have not been amended or extended except that, according to the
Company's 10K for the calendar year ended December 31, 1996,
including the exhibits thereto (the "1996 10K"): (i) the
Management
PAGE
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Agreement referred to in clause (i) of the definition
thereof was assigned to Wexford Management, LLC ("Wexford") and
such assignment was subsequently revoked and a new agreement (the
"Sub-Management Agreement") whereby Presidio Management Company,
LLC has retained Wexford to assist in the performance of such
duties, as manager, was entered into; and (ii) the Management
Agreement referred to in clause (iii) of the definition thereof
was assigned to Wexford under the Assignment of Administrative
Services Agreement between Concurrency Management Corp. and
Wexford effective January 1, 1996.
Section 4.2. Representations and Warranties of Purchaser.
Purchaser represents and warrants to each Seller, as of the date
hereof, as follows:
(a) Investment Intent. The Presidio Shares to be acquired
hereunder are being acquired for its own account with no
intention of distributing or reselling such Presidio Shares or
any part thereof or interest therein in any transaction that
would be in violation of the securities laws of the United States
of America or any State.
(b) Purchaser Status. Purchaser is an "accredited investor"
as defined in Rule 501(a) under the Act, has such knowledge,
sophistication and experience in business and financial matters
so as to be capable of evaluating the merits and risks of the
prospective investment in the Presidio Shares to be acquired
hereunder, has so evaluated the merits and risks of such
investment and is able to bear the economic risk of such
investment and, at the present time, is able to afford a complete
loss of such investment.
(c) Authority. The purchase of the Presidio Shares to be
acquired hereunder has been duly and properly authorized and this
Agreement has been duly executed and delivered by it and
constitutes the valid and legally binding obligation of Purchaser
and the purchase of the Presidio Shares to be acquired hereunder
does not conflict with or violate its operating agreement or any
law, regulation or court order applicable to it.
(d) Purchaser's Investigation. Purchaser has made such
examination, review and investigation of facts and circumstances
necessary to evaluate the purchase of the Presidio Shares to be
acquired hereunder as it has deemed necessary or appropriate and
has made its own investment determination and analysis based upon
such information as Purchaser deemed suffi-
PAGE
<PAGE>
-13-
cient to enter into this Agreement and not based on any
statements or representations by Sellers.
(e) Fees. There are no fees, commissions or compensation
payable by any Seller to any party engaged or retained by,
through or on behalf of Purchaser in connection with the
transactions contemplated hereby.
(f) Sophisticated Buyer. Purchaser is a sophisticated buyer
with respect to the Presidio Shares to be acquired hereunder, has
adequate information concerning the business and financial
condition of the Company and its Affiliates to make an informed
decision regarding such Presidio Shares, and, except for reliance
on the accuracy of Sellers' representations and warranties herein
set forth, has independently, without reliance upon Sellers and
based on such information as it deemed appropriate, made its own
analysis and decision to enter into this Agreement. Purchaser has
not requested all information in Sellers' possession and, without
limiting Sellers' representations and warranties hereunder,
Purchaser waives any claim relating to the non-disclosure
thereof.
(g) Organization and Good Standing. Purchaser is an entity
duly organized, validly existing and in good standing under the
laws of the jurisdiction of its organization. Purchaser is duly
qualified or licensed and in good standing as a foreign entity,
and authorized to do business, in each jurisdiction in which the
ownership or leasing of its properties or the character of its
operations makes such qualification necessary, except where
failure to obtain such qualification, license, authorization or
good standing would not individually or in the aggregate
reasonably be expected to have a material adverse effect on
Purchaser's ability to perform its obligations under this
Agreement. Purchaser has all requisite limited liability company
power and authority to own its assets and to carry on its
business as presently conducted.
(h) Corporate Authorizations. Purchaser has all requisite
power and authority to execute, deliver and perform its
obligations under this Agreement. The execution and delivery by
Purchaser of this Agreement and the consummation of the
transactions contemplated hereby have been duly and validly
authorized by all necessary action of Purchaser.
(i) Conflicting Agreements and Similar Matters. Neither the
execution and delivery of this Agreement by Purchaser nor the
consummation of the transactions contemplated hereby by Purchaser
will (i) violate any provision of any
PAGE
<PAGE>
-14-
United States Federal, State or foreign law, statute, rule or decree,
determination or award of any United States, Federal, State or foreign
court or governmental authority presently in effect having applicability
to Purchaser except such violations as would not reasonably be
expected to have (individually or in the aggregate) a material
adverse effect on the ability of Purchaser to perform its
obligations under this Agreement, (ii) conflict with or result in
a breach of or constitute a default under the organizational
documents of Purchaser, (iii) require any consent, approval or
notice under, or conflict with or result in a breach of or
constitute a default under, any note, bond, mortgage, license,
indenture or loan or credit agreement, or any other agreement or
instrument, to which Purchaser is a party or by which any of its
properties is bound, except such conflicts or defaults as would
not reasonably be expected to have (individually or in the
aggregate) a material adverse effect on the ability of Purchaser
to perform its obligations under this Agreement, or (iv) result
in or require the creation or imposition of any Lien upon or with
respect to any of the properties now owned or hereafter acquired
by Purchaser.
(j) Enforceability. This Agreement constitutes a legal,
valid and binding obligation of Purchaser, enforceable against
Purchaser in accordance with its terms, except as such
enforceability may be limited by bankruptcy, insolvency,
moratorium, or any other laws affecting creditors rights
generally or principles of equity.
(k) Litigation, Proceedings, etc. Purchaser is not aware of
any action, suit, notice of violation or proceeding pending or,
to the knowledge of Purchaser, threatened against or affecting
Purchaser or any of its properties before or by any court,
governmental or administrative agency or regulatory authority
(Federal, State, county, local or foreign) which relates to or
challenges the legality, validity or enforceability of this
Agreement.
(1) Transfer. Purchaser understands that the Presidio Shares
to be acquired hereunder are being transferred pursuant to an
exemption from registration under the Act and that any subsequent
sale, assignment or other transfer of such Presidio Shares by
Purchaser shall be in accordance with the Act and that neither
the Company or its Affiliates or any Seller is obligated to
register such Presidio Shares pursuant to the Act. Purchaser
acknowledges that the Shares may contain a restrictive legend to
effect of the foregoing.
PAGE
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(m) Public Information. Purchaser understands that all of
the representations and warranties of Seller contained herein are
subject to all information and documents contained in the public
domain and Purchaser has no knowledge that any of the
representations and warranties of Seller are untrue, incorrect,
inaccurate or incomplete.
Section 4.3. Acknowledgments. Sellers and Purchaser
acknowledge and represent and warrant to each other that neither
party has made any representation or warranty, whether express or
implied, of any kind or character except as expressly set forth
in this Agreement.
ARTICLE V
CONDITIONS TO SELLERS' OBLIGATIONS
The obligations of Sellers under this Agreement to
consummate the sale of the Presidio Shares to be acquired by
Purchaser hereunder and the other transactions contemplated
hereby shall be subject to the satisfaction, on or before the
Closing Date, of the following conditions:
Section 5.1. Representations and Warranties True. The
representations and warranties contained in Section 4.2 hereof
are true and accurate in all material respects as of the date
when made (or with respect to those representations stated to be
as of a different date, as of such date).
Section 5.2. Performance of Covenants. Purchaser shall have
performed and complied, in all material respects, with each and
every covenant, agreement and condition required by this
Agreement to be performed or complied with by it prior to or on
the Closing Date.
Section 5.3. No Governmental Proceeding or Litigation. At
the Closing Date, no order, injunction, decree or judgment of any
court or administrative agency shall be in effect which restrains
or prohibits the transactions contemplated hereby, and no suit,
action, investigation, inquiry or proceeding by any governmental
body, or legal or administrative proceeding by any governmental
body shall have been instituted, or threatened in writing, which
questions the validity or legality of the transactions
contemplated hereby.
PAGE
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ARTICLE VI
CONDITIONS TO OBLIGATIONS OF PURCHASER
The obligations of Purchaser under this Agreement to
consummate the purchase of the Presidio Shares to be acquired by
it hereunder and the other transactions contemplated hereby shall
be subject to the satisfaction, on or before the Closing Date, of
the following conditions:
Section 6.1. Representations and Warranties True. The
representations and warranties contained in Section 4.1 hereof
are true and accurate in all material respects as of the date
when made (or with respect to those representations and
warranties stated to be as of a different date, as of such date).
Section 6.2. Performance of Covenants. Sellers shall have
performed and complied, in all material respects, with each
and every covenant, agreement and condition required by this
Agreement to be performed or complied with by them prior to or on
the Closing Date.
Section 6.3. No Governmental Proceeding or Litigation. At
the Closing Date, no order, injunction, decree or judgment of any
court or administrative agency shall be in effect which
restrains or prohibits the transactions contemplated hereby, and
no suit, action, investigation, inquiry or proceeding by any
governmental body, or legal or administrative proceeding by any
governmental body, shall have been instituted, or threatened in
writing, which questions the validity or legality of the
transactions contemplated hereby.
ARTICLE VII
COVENANTS OF THE PARTIES
Section 7.1. Expenses. Except as otherwise provided herein,
each party hereto will pay its own costs and expenses incurred in
connection with this Agreement and the transactions contemplated
hereby.
Section 7.2. Further Assurances. Each of the parties hereto
will use all reasonable efforts to take, or cause to be taken,
all action, and to do, or cause to be done, all
PAGE
<PAGE>
-17-
things necessary, proper or advisable under applicable laws and
regulations to consummate and make effective the sale of the Presidio
Shares to be acquired by Purchaser pursuant to this Agreement. From
time to time after the date hereof, without further consideration (except
for reimbursement of actual out-of- pocket expenses including any
reasonable legal fees), each Seller will execute and deliver such
documents to Purchaser as Purchaser may reasonably request in
order to vest more effectively in Purchaser good title to the
Presidio Shares to be acquired by Purchaser hereunder (free of
all Liens) or to confirm or perfect any of the other transactions
contemplated by this Agreement. From time to time after the date
hereof, without further consideration (except for reimbursement
of actual out-of-pocket expenses including reasonable legal
fees), Purchaser will execute and deliver such documents to each
Seller as such Seller may reasonably request in order to
consummate more effectively the sale of the Presidio Shares to be
acquired by Purchaser hereunder or to confirm or perfect any of
the other transactions contemplated by this Agreement.
Section 7.3. Public Announcements; Confidentiality. Except
for such disclosures as may be required by law, legal process or
regulatory authority, neither party hereto shall issue any press
release or otherwise make any announcement or disclosure
concerning the transactions herein contemplated unless such
information is already in the public domain.
Section 7.4. Sales and Transfer Taxes. All transfer taxes
incurred in connection with this Agreement and the transactions
contemplated hereby shall be borne equally by Sellers and Purchaser.
Section 7.5. Liberal Construction Purchaser shall not engage
in any transaction which is intended and structured specifically
to avoid the creation of any Net Proceeds or otherwise to
frustrate the provisions of Section 2.2 hereof. It is intended by
the parties hereto that transactions that result in the effective
transfer of beneficial ownership of any Presidio Shares acquired
hereunder and receipt of cash consideration in respect thereof by
Purchaser and its Affiliates shall be treated as Cash
Distributions or sales of Presidio Shares if and to the extent
that the practical effect of such transaction is the same as that
of a Cash Distribution or sale of Presidio Shares; provided,
however, that the provisions of this Section shall not be
construed to prohibit bona fide transactions undertaken in good
faith by Purchaser even though an incidental effect of such
transactions may be to transfer interests in Presidio Shares
without the generation of Net Proceeds.
PAGE
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Section 7.6. Limitation on Purchaser's Business Activities.
Purchaser shall, at all times until the sixth anniversary of the
Closing Date, limit its principal activities and business to
ownership of (i) Presidio Shares and other investments in the
Company and Persons related to the Company, (ii) interests in
Related Companies and (iii) the ownership of any Non-cash
Proceeds of such assets.
ARTICLE VIII
SURVIVAL AND INDEMNIFICATION
Section 8.1. Survival of Agreements. The representations and
warranties of Seller and of Purchaser set forth in Article 4
hereof shall survive the Closing for the period specified in
Section 8.4; provided, however, that if any claim is timely made
for indemnification in respect of any breach of any thereof, such
representation and warranty shall survive until such claim is
finally resolved by a final, non-appealable judgment of a court
of competent jurisdiction. In addition, the following provisions
of this Agreement shall survive the Closing indefinitely: Article
I, Sections 2.2 through Section 2.7, Article VII, Article VIII
and Article IX.
Section 8.2. Indemnification by Sellers. Each Seller shall
indemnify and hold harmless Purchaser from and against any and
all Losses suffered or incurred by Purchaser as a result of the
breach or incorrectness of any representation and warranty of
such Seller set forth in Section 4.1 or Section 4.3 of this
Agreement. Purchaser shall promptly notify each Seller in writing
of the occurrence of any event, or of its discovery of any facts,
which in Purchaser's opinion entitle or may entitle it to
indemnification hereunder. Purchaser's failure to do so shall not
preclude it from seeking indemnification hereunder from any
Seller unless such failure has materially prejudiced such
Seller's ability to defend as provided herein. With respect to
any threatened or asserted claims of third parties, Sellers shall
have the right to defend such claims by counsel of their choosing
and to direct or control the defense and settlement thereof.
Purchaser shall cooperate in all reasonable respects with such
counsel.
Section 8.3. Indemnification by Purchaser. Purchaser shall
indemnify and hold harmless each Seller from and against any and
all Losses suffered or incurred by such Seller as a result of the
breach or incorrectness of any representa-
PAGE
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tion and warranty of such Seller set forth in Section 4.2 or
Section 4.3 of this Agreement or arising in connection with
any Qualifying Litigation. Each Seller shall promptly notify
Purchaser in writing of the occurrence of any event, or of its
discovery of any facts, which in such Seller's opinion entitle
or may entitle it to indemnification hereunder. Any Seller's
failure to do so shall not preclude it from seeking indemnification
hereunder from Purchaser unless such failure has materially prejudiced
Purchaser's ability to defend as provided herein. With respect to
any threatened or asserted claims of third parties, Purchaser
shall have the right to defend such claims by counsel of its
choosing and to direct or control the defense and settlement
thereof. Sellers shall cooperate in all reasonable respects with
such counsel. In the event, with respect to any Qualifying
Litigation, Purchaser determines in good faith that there is a
conflict of interest or other reason that the same counsel could
not effectively represent Purchaser and any Seller, Purchaser
shall so notify such Seller and Purchaser shall engage separate
counsel (acceptable to Sellers in their reasonable discretion) to
defend such Seller in respect of such Qualifying Litigation.
Section 8.4. Limitations. Notwithstanding any contrary
provision herein, no party hereto shall be obligated to provide
indemnity in respect of any Losses relating to a breach of
representation or warranty unless such party has been given
written notice thereof prior to the first anniversary of the
Closing Date.
ARTICLE IX
MISCELLANEOUS
Section 9.1. No Waiver; Modifications in Writing. (a) No
failure or delay on the part of any Seller or Purchaser in
exercising any right, power or remedy hereunder shall operate as
a waiver thereof, nor shall any single or partial exercise of any
such right, power or remedy preclude any other or further
exercise thereof or the exercise of any other right, power or
remedy. The remedies provided for herein are cumulative and are
not exclusive of any remedies that may be available to any Seller
or Purchaser at law or in equity. No waiver of or consent to any
departure by any Seller or Purchaser from any provision of this
Agreement shall be effective unless in writing and signed by
the party entitled to the benefit thereof. No amendment, modification
or termination of any pro-
PAGE
<PAGE>
-20-
vision of this Agreement shall be effective unless in writing and
signed by or on behalf of all Sellers and Purchaser. Any amendment,
supplement or modification of or to any of this Agreement, any waiver
of any provision of this Agreement, and any consent to any departure
from the terms of any provision of this Agreement, shall be effective only in
the specific instance and for the specific purpose for which made
or given.
Section 9.2. Notices. All notices and demands provided for
hereunder shall be in writing, and shall be given by registered
or certified mail, return receipt requested, telecopy, courier
service or personal delivery, and, if to Purchaser, addressed to
Purchaser at:
c/o Cahill Gordon & Reindel
80 Pine Street
New York, New York 10005
Attention: Managing Clerk
With a copy to:
Cahill Gordon & Reindel
80 Pine Street
New York, New York 10005
Attention: Richard J. Sabella
Telephone: (212) 701-3000
Telecopy: (212) 269-5420
or to such other address as Purchaser may designate to Sellers in
writing and, if to any Seller, addressed to such Seller at:
c/o Farallon Capital Management, L.L.C.
One Maritime Plaza
Suite 1325
San Francisco, California 94111
Attention: Meridee Moore, Esq.
Ms. Kirstin Lynch
Telephone: (415) 421-2132
Telecopy: (415) 421-2133
PAGE
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With a copy to:
Richards Spears Kibbe & Orbe
One Chase Manhattan Plaza
57th Floor
New York, New York 10005
Attention: William Q. Orbe, Esq.
Telephone: (212) 530-1800
Telecopy: (212) 530-1801
or to such other address as any Seller may designate in writing.
All such notices and demands shall be deemed given when received.
Section 9.3. Fair Market Value. At any time that any
provision contained herein contemplates a determination of fair
market value, Purchaser shall provide Sellers with a written
calculation or explanation of the methodology for determining
such value together with all appropriate supporting information
and documentation. Sellers shall have 10 Business Days from
receipt of such written calculation or explanation to dispute
such calculation or explanation by so notifying Purchaser. The
parties shall negotiate in good faith for 30 days to resolve such
dispute. If such dispute is not resolved within such period, it
shall be submitted to the appraisal procedure, set forth in
Schedule B annexed hereto.
Section 9.4. Arbitration. In the event the parties shall
fail to resolve any dispute that is herein required to be
resolved by arbitration, such dispute shall be settled by
arbitration in New York, New York in accordance with the
commercial arbitration rules of the American Arbitration
Association. Any arbitration required under this Agreement shall
be conducted before a panel of three arbitrators. Each of the
Sellers and Purchaser shall choose an arbitrator, and the third
arbitrator shall be chosen by the arbitrators selected by the
parties. If a party fails to choose an arbitrator within 30 days
after receiving notice of a demand for arbitration, or if the two
arbitrators fail to choose a third arbitrator within 30 days
after both are appointed, any party may request the American
Arbitration Association to appoint the arbitrator or arbitrators
to constitute or complete the panel of such arbitrators, and the
appointment by the American Arbitration Association shall be
final and binding. Judgment upon the award rendered in the
arbitration may be entered in any court having jurisdiction.
PAGE
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Section 9.5. Liability Several. Notwithstanding any other
provision of this Agreement to the contrary, the obligations of
Sellers under this Agreement are several (and not joint).
Section 9.6. Execution in Counterparts. This Agreement may
be executed in any number of counterparts and by different
parties hereto on separate counterparts, each of which
counterparts, when so executed and delivered, shall be deemed to
be an original and all of which counterparts, taken together,
shall constitute but one and the same Agreement.
Section 9.7. Binding Effect; Assignment. The rights of
Purchaser or Sellers under this Agreement (other than the
provisions of Section 2.2, Section 2.5, Section 2.6, Section 7.2
and Article VIII) may not be assigned to any other Person except
with the prior written consent of the other parties hereto. This
Agreement shall not be construed so as to confer any right or
benefit upon any Person other than the parties to this Agreement,
and their respective successors and permitted assigns. This
Agreement shall be binding upon Sellers and Purchaser,
and their respective successors and permitted assigns.
Section 9.8. GOVERNING LAW. THIS AGREEMENT
SHALL BE DEEMED TO BE A CONTRACT MADE
UNDER THE LAWS OF THE STATE OF NEW YORK,
AND FOR ALL PURPOSES SHALL BE CONSTRUED
IN ACCORDANCE WITH THE LAWS OF SAID STATE,
WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF
LAWS.
Section 9.9. Severability of Provisions. Any provision of
this Agreement that is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to
the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof or affecting the
validity or enforceability of such provision in any other
jurisdiction.
Section 9.10. Headings. The Article and Section headings
used or contained in this Agreement are for convenience of
reference only and shall not affect the construction of this
Agreement.
Section 9.11. No Reliance. Each party hereto acknowledges
that it has obtained separate advice with respect to the legal,
tax and accounting consequences of the transactions contemplated
by this Agreement, and that it has neither sought nor relied upon
any such advice from any other party hereto or its Affiliates.
PAGE
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Section 9.12. No Broker. Each of the parties hereto
represents to the others that no broker or finder was involved in
such party's determination to enter into the transactions
contemplated in this Agreement.
Section 9.13. Entire Agreement. This Agreement and the
Schedules hereto and agreements executed contemporaneously
herewith constitute the entire agreement among the parties with
respect to the purchase and sale of the Presidio Shares to be
acquired by Purchaser hereunder, and, as of the date hereof,
there are no promises or undertakings with respect thereto
relative to the subject matter hereof not expressly set forth or
referred to herein.
PAGE
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed as of the date first above written.
FARALLON CAPITAL PARTNERS,L.P.
By: Farallon Partners, L.L.C.,
its General Partner
By /s/ Meridee A. Moore
Managing Member
FARALLON CAPITAL INSTITUTIONAL
PARTNERS, L.P.
By Farallon Partners, L.L.C.,
its General Partner
By /s/ Meridee A. Moore
Managing Member
FARALLON CAPITAL INSTITUTIONAL
PARTNERS II, L.P.
By: Farallon Partners, L.L.C.,
its General Partner
By /s/ Meridee A. Moore
Managing Member
TINICUM PARTNERS, L.P.
By Farallon Partners, L.L.C.,
its General Partner
By /s/ Meridee A. Moore
Managing Member
PAGE
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FARALLON CAPITAL OFFSHORE
INVESTORS, INC.
By Farallon Capital Management
L.L.C.,its Agent and
Attorney-in-Fact
By /s/ Meridee A. Moore
Managing Member
THE COMMON FUND
By Farallon Capital Management,
L.L.C., its Agent and
attorney-in-Fact
By /s/ Meridee A. Moore
Managing Member
CONSOLIDATED PRESS INTERNATIONAL
LTD.
By Farallon Capital Management,
L.L.C., its Agent and
Attorney-in-Fact
By /s/ Meridee A. Moore
Managing Member
PRESIDIO HOLDING COMPANY, LLC,
Purchaser
By: /s/ [Illegible]
Name:
Title:
<PAGE>
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Schedule A to Stock Purchase Agreement
Name of Seller Shares Held
Farallon Capital Partners, 1,397,138
L.P.
Farallon Capital Institutional 1,610,730
Partners, L.P.
Farallon Capital Institutional 607,980
Partners II, L.P.
Tinicum Partners, L.P. 241,671
Farallon Capital Management,
L.L.C., on behalf of
Farallon Capital Offshore 274,778
Investors, Inc.
The Common Fund 153,783
Consolidated Press 267,300
International Limited
All funds owing to Sellers hereunder shall be wired to the
following account:
Chase Manhattan Bank N.A.
ABA Number: 021-0000-21
FAO: Goldman Sachs & Co.
Account Number: 930-1-011-483
FBO: Farallon Capital Partners, L.P.
Acct Number: 002-001-88-1
Reference: Presidio
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Schedule B
to Stock Purchase
Agreement
Appraisal Procedure
In the event the provisions of the Agreement to which this
Schedule B is annexed shall require that a determination be made
by appraisal as to the fair market value of the Deferred Purchase
Price (as defined in such Agreement) of any Presidio Shares such
determination shall be made in accordance with the following
appraisal procedure.
(i) The parties shall consult for the purpose of selecting a
mutually acceptable appraiser which (a) shall have at least 10
years experience in appraising similar types of property, and (b)
shall not be an affiliate of any party hereto (each appraiser
which shall satisfy the requirements set forth in clauses (a) and
(b) of this sentence, an "Appraiser").
(ii) In the event the parties shall be unable to agree upon
the Appraiser within 15 days, each party shall appoint an
Appraiser within 15 days, and such Appraisers shall jointly
determine the matter.
(iii) In the event one party shall fail so to appoint an
Appraiser then the Appraiser appointed by the other party shall
determine the matter as the sole Appraiser.
(iv) In the event the two Appraisers cannot agree on such
matter within 20 days, such matter shall be determined by a third
Appraiser appointed by the two Appraisers designated by the
parties. The third Appraiser shall be instructed and empowered
only to select as the proper outcome of the matter in question,
the valuation that the third Appraiser believes to be the more
accurate.
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(v) Each party shall be responsible for the fees and
expenses of the Appraiser appointed by it pursuant to clause
(ii). Fees and expenses of the Appraiser appointed in connection
with clauses (i) or (iv) of the foregoing appraisal procedure
shall be paid in equal shares by Sellers and Purchaser (each as
defined in such Agreement).
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EXHIBIT B
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ASSIGNMENT OF CLAIMS
ASSIGNMENT OF CLAIMS, dated as of July 18, 1997 (this
"Agreement"), made by 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.
(each, an "Assignor", and collectively, the "Assignors") in favor of
PRESIDIO HOLDING COMPANY, LLC (the "Assignee").
R E C I T A L S :
A. The Assignors and the Assignee are parties to that
certain Stock Purchase Agreement, dated as of July 18, 1997 (as
amended, supplemented or otherwise modified from time to time,
the "Agreement"; capitalized terms used but not otherwise defined
herein have the meanings given such terms in the Agreement),
pursuant to which the Assignors are selling to the Assignee all
of the shares of Class A common stock, par value U.S. $.01 per
share (the "Stock"), of Presidio Capital Corp., a corporation
organized and existing under the laws of the British Virgin
Islands (the "Company"), owned by the Assignors.
B. As holders of Stock of the Company, the Assignors may
have certain claims against certain Persons, and the Assignors
desire to assign such claims to the Assignor.
A G R E E M E N T :
NOW THEREFORE, in consideration of the foregoing premises
and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, each Assignor
agrees as follows:
1. Each Assignor hereby conveys, transfers and assigns to
the Assignee, effective as of the date hereof, all of the right,
title and interest of such Assignor in and to all claims, causes
of action and rights to initiate a proceeding, whether judicial,
administrative, by means of arbitration or of any other nature,
against any Person by virtue of being a holder of Stock of the
Company; provided, however, that the foregoing grant shall not
include any such claims, causes of action or rights that are
personal to such Assignor and may not
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be asserted by or assigned
to the Assignee under applicable law.
2. Each Assignor hereby agrees to provide such reasonable
assistance to the Assignee as the Assignee may reasonably request
in connection with the investigation, initiation or pursuit of
any claim, cause of action or proceeding assigned to it pursuant
to paragraph 1, including, without limitation, making available
its files, records and employees upon reasonable written notice
at reasonable times during normal business hours, in order to
facilitate the enforcement of such claims, causes of actions
and rights; provided, however, (i) Assignors shall not be required to
take any action which would disclose any confidential information
or breach any obligation and (ii) Assignee shall reimburse each
Assignor for all expenses (including, without limitation, legal
fees) incurred hereunder).
3. THIS ASSIGNMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND ENFORCED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO THE PRINCIPLES OF CONFLICT OF LAWS.
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IN WITNESS WHEREOF, each Assignor has caused this Assignment
to be duly executed by its authorized representative as of the
date first above written.
FARALLON CAPITAL PARTNERS, L.P.
By: Farallon Partners, L.L.C.,
its General Partner
By /s/ Meridee A. Moore
Managing Member
FARALLON CAPITAL INSTITUTIONAL
PARTNERS, L.P.
By: Farallon Partners, L.L.C.,
its General Partner
By /s/ Meridee A. Moore
Managing Member
FARALLON CAPITAL INSTITUTIONAL
PARTNERS II, L.P.
By: Farallon Partners, L.L.C.,
its General Partner
By /s/ Meridee A. Moore
Managing Member
TINICUM PARTNERS, L.P.
By Farallon Partners, L.L.C.,
its General Partner
By /s/ Meridee A. Moore
Managing Member
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FARALLON CAPITAL OFFSHORE
INVESTORS, INC.
By Farallon Capital Management
L.L.C., its Agent and
Attorney-in-Fact
By /s/ Meridee A. Moore
Managing Member
THE COMMON FUND
By Farallon Capital Management
L.L.C., its Agent and
attorney-in-Fact
By /s/ Meridee A. Moore
Managing Member
CONSOLIDATED PRESS INTERNATIONAL
LTD.
By Farallon Capital Management
L.L.C., its Agent and
Attorney-in-Fact
By /s/ Meridee A. Moore
Managing Member
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