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): September 25, 1997
Presidio Capital Corp.
(Exact Name of Registrant as Specified in Charter)
British Virgin Islands 0-25780 N/A
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
c/o Hemisphere Management (Cayman) Limited
Zephyr House, Mary Street, Grand Cayman
Cayman Islands, British West Indies N/A
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (441) 295-9166
Former Name or Former Address, if Changed Since Last Report)
Item 5 Other Events.
The Administrative Services Agreement (the "Agreement") dated as of
November 3, 1994 between Presidio Capital Corp. (Presidio) and Concurrency
Management Corp. (Concurrency) expires on November 3, 1997. Pursuant to the
Agreement, Wexford Management LLC (Wexford) (the assignee of and successor to
Concurrency) provides all administrative and management services for Presidio,
which has no officers other than employees of Wexford, and no employees. To
date such agreement has not been extended. On September 26, 1996, Wexford
delivered the letter attached as Exhibit 1 hereto (which is incorporated by
reference) to the board of directors of Presidio.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
C. Exhibits
99.1 Letter dated as of September 25, 1997 from Joseph Jacobs to
Edward Scheetz, David Hamamoto and David King as directors of Presidio Capital
Corp.
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: October 3, 1997
By: /s/ Robert Holtz
Robert Holtz
Vice President and Secretary
Exhibit 99.1
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Wexford Management LLC
411 West Putnam Avenue
Greenwich, Connecticut 06830
September 25, 1997
The Board of Directors
Edward Scheetz
David Hamamoto
David King
c/o Northstar Capital Partners
299 Park Avenue
New York, New York 10174
Re: Presidio Capital Corp. ("Presidio")
Dear Directors:
During our negotiations involving the sale of IR Partners' Class B stock to
Northstar we discussed our willingness continue in our role as the manager of
Presidio and its subsidiaries. We again raised the issue of management during
our meeting with you at our offices on September 10th, and reiterated our
willingness to continue in our management role. During each such discussion
Ed indicated that he was not yet prepared to discuss this issue with us, but
would do so in the near future. As you know that discussion has not yet
occurred.
Presidio is a very complex entity requiring a significant management effort,
and given the absence of discussions with us, we assume that you have made
alternative arrangements for management following the expiration of our
management agreement on November 3, 1997. Accordingly, we anticipate
downsizing our organization following the expiration of our management
agreement and are in the process of making arrangements in connection
therewith.
While we are disappointed that we will not have the opportunity to see through
the conclusion of the successful liquidation of Presidio, please be assured
that through the remaining term of our agreement we will remain focused on
continuing to carry out our management duties in a professional manner and on
assisting in an orderly transition to new management. With regard to such
transition it is important that the new manager be brought up speed as soon as
possible.
Please advise if there is anything in particular you would like us to do
beyond what is provided for under our management agreement.
Yours truly,
Joseph Jacobs
President
cc: Andre Weiss, Esq.
Schulte Roth & Zabel
