UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
( Amendment No. *9 )
Presidio Capital Corporation (PDIOF)
(Name of Issuer)
Class A Common Stock, 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 15, 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>
<PAGE>
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*
WC, 00
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
1,397,138
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
1,397,138
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
1,397,138
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
15.9%
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
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*
WC
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
1,610,730
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
1,610,730
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
1,610,730
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
18.3%
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
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*
WC
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
607,980
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
607,980
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
607,980
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
6.9%
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*
WC, 00
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
241,671
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
241,671
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
241,671
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
2.7%
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
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*
00
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
695,861
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
695,861
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
695,861
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
-0-
13 Percent of Class Represented by Amount in Row (11)
7.9%
14 Type of Reporting Person*
IA, 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
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*
AF
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
3,857,519
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
3,857,519
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
3,857,519
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
43.8%
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*
AF, 00
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
4,553,380
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
4,553,380
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
4,553,380
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
51.8%
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*
AF, 00
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
4,553,380
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
4,553,380
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
4,553,380
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
51.8%
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*
AF, 00
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
4,553,380
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
4,553,380
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
4,553,380
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
51.8%
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*
AF
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
3,857,519
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
3,857,519
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
3,857,519
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
43.8%
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*
AF, 00
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
4,553,380
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
4,553,380
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
4,553,380
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
51.8%
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*
AF, 00
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
4,553,380
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
4,553,380
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
4,553,380
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
51.8%
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*
AF, 00
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
4,553,380
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
4,553,380
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
4,553,380
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
51.8%
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*
AF, 00
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
4,553,380
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
4,553,380
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
4,553,380
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
51.8%
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*
AF, 00
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
4,553,380
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
4,553,380
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
4,553,380
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
51.8%
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*
AF, 00
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
4,553,380
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
4,553,380
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
4,553,380
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
51.8%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
<PAGE>
This Amendment No. 9 to Schedule 13D amends the
Schedule 13D initially filed on August 1, 1995 (collectively,
with all amendments thereto, the "Schedule 13D").
Item 3. Source and Amount of Funds and Other Consideration.
The third paragraph of Item 3 as reported on Schedule 13D is
hereby amended and restated in its entirety by the following:
The Shares held by FCP and Tinicum are no longer subject to
pledge pursuant to the Credit Agreements but may, at any time or
from time to time in the future, be re-pledged at the discretion of
the applicable Reporting Persons.
Item 4. Purpose of the Transaction.
Item 4 of the Schedule 13D is amended and restated in its
entirety as follows:
As reported in its previous Schedule 13D, the purpose of the
acquisition of the Shares has been for investment, and
acquisitions of the Shares by each of the Partnerships and the
Managed Accounts have been made in the ordinary course of
business and were not made for the purpose of acquiring control
of the Company. None of the Reporting Persons has made any
acquisition of Shares since the filing of Amendment No. 6 to the
Schedule 13D.
Although no Reporting Person has any specific plan or
proposal to dispose of or acquire Shares, each Reporting Person
at any time may dispose of all or a substantial portion of its Shares
if such sale or sales could be consummated on terms that each
Reporting Person, in its sole discretion, deems
favorable. In the absence of such sale or sales, each Reporting
Person may, consistent with its investment purpose, acquire
additional Shares depending upon an ongoing evaluation of
the investment in the Shares, prevailing market conditions, other
investment opportunities, liquidity requirements of the
PAGE
<PAGE>
Reporting Person and/or other investment considerations. No
Reporting Person has made a determination regarding a
maximum or minimum number of Shares which it may hold at
any point in time. If the Reporting Persons acquire additional
Shares so that the Reporting Persons' aggregate Share ownership
is equal to or greater than 58% of the then outstanding Shares,
the Reporting Persons will acquire certain rights associated with
such Share ownership, including the right to elect members of the
Board of Directors, and may therefore be deemed to have
"control" of the Company as that term is defined in Rule 12b-2
promulgated under the Securities Exchange Act of 1934, as
amended.
By unanimous written consent of directors, dated May
15, 1997 ( the "Consent"), the Board of Directors approved a
Term Sheet for restructuring in certain respects the Company
and T-2 Holding, LLC ("T-2"). The Consent provides that if
the Company's shareholders do not support those matters in the
Term Sheet which require shareholder approval, then none of
the matters in the Term Sheet shall be implemented. Because
of the number of Shares held by the Reporting Persons, the
support of the Reporting Persons is needed to obtain the
requisite shareholder approval.
An informational meeting of shareholders of the
Company was held on July 1, 1997, at which, among other
matters, the Term Sheet was discussed. At the shareholders
meeting, management requested that the Reporting Persons
definitively respond to the Term Sheet. On July 15, 1997, the
Reporting Persons delivered to the Company's directors a
written response to the Term Sheet (the "Response"). The
Response is attached hereto as Exhibit A. With respect to
T-2, the Response provides that, rather than effect the
rights offering by T-2, the Company attempt to
sell the rights and interests held by T-2 (including the T-2
Certificate and the R Certificate) and that the proceeds
thereof (after paying
PAGE
<PAGE>
expenses and obligations) be distributed
to the Company or to the Company's shareholders and that
T-2 be dissolved. With respect to the Company, the Response
generally supports the Term Sheet with certain modifications.
See Exhibit A for the full terms of the Response.
Except to the extent the foregoing may be deemed to
constitute a plan or proposal, the Reporting Persons currently
have no plans or proposals which relate to, or could result in,
any of the matters referred to in paragraphs (a) through (j),
inclusive, of the instructions to Item 4 of Schedule 13D.
The Reporting Persons may revise or abandon such plans
or proposals, may develop further plans or proposals and/or may
discuss and/or endorse plans or proposals raised by the Board of
Directors, management or other shareholders. In addition, the
Reporting Persons may, at any time and from time to time, review or
reconsider or change their purpose and/or their position and
formulate plans or proposals with respect thereto.
The Reporting Persons plan to communicate with certain
shareholders, members of the Board of Directors, and/or
management to explore and facilitate consideration of the
Term Sheet and Response and to resolve any other issues
concerning the Company and T-2.
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:
As disclosed in Item 3, the Shares held by
FCP and Tinicum are no longer subject to pledge
pursuant to the Credit Agreements but may, at any
time or from time to time in the future, be re-pledged
at the discretion of the applicable Reporting Persons .
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 Response to the Term Sheet submitted by the
Reporting Persons setting forth their response to the
restructuring of the Company and T-2 proposed in
the Term Sheet.
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 15, 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>
EXHIBIT A
PAGE
<PAGE>
Farallon Capital Management, L.L.C.
One Maritime Plaza, Suite 1325
San Francisco, California 94111
July 15, 1997
The Board of Directors
Presidio Capital Corp.
Re: Presidio
At the Presidio Shareholders Meeting held on July 1,
1997, Management requested that the principal shareholders
provide a definitive response to the Term Sheet attached to the
Unanimous Written Consent of Directors, dated May 15, 1997,
for the proposed restructuring of Presidio and the T-2 entities.
Farallon Capital Partners, L.P., Farallon Capital Institutional
Partners, L.P., Farallon Capital Institutional Partners II, L.P.,
Tinicum Partners, L.P. and Farallon Capital Management,
L.L.C., on behalf of certain managed accounts, as beneficial
holders of Class A common shares of Presidio, hereby respond
to the Term Sheet as set forth in the attached Response to Term
Sheet.
We and our advisors remain prepared to discuss the attached
response with you at any time.
Very truly yours,
/s/ Meridee A. Moore
Meridee A. Moore
(Attachment)
PAGE
<PAGE>
Response to Term Sheet
This response is submitted by Farallon Capital Partners,
L.P., Farallon Capital Institutional Partners, L.P., Farallon
Capital Institutional Partners II, L.P., Tinicum Partners,
L.P. and Farallon Capital Management, L.L.C. on
behalf of certain managed accounts (collectively, the
"Farallon Entities"). This is a proposal only and shall not
be binding on the Farallon Entities until duly and formally
approved by the directors and shareholders of Presidio
Capital Corp. ("Presidio").
Terms not defined herein have the same meanings as those
in the Term Sheet.
I. T-2 Auction: In lieu of the rights offering, the T-2
interests (including without limitation all rights and liabilities
relating to, and control of, the T-2 Certificate and the R
Certificate) promptly would be put up for auction on the
following terms:
1. Financial Advisor. The Class A Directors would select
and retain a financial advisor to the Class A Directors for the
purpose of advising on (including, without limitation, with respect
to structure, price, sale process, timing, etc.) and effecting the
sale at the best possible price of the T-2 interests. The financial
advisor would be selected after consultation with the principal
Class A Shareholders. The financial advisor must have considerable
experience in real estate securitization and must agree not to
participate as a bidder in the auction. The advisor would be paid
a fee not to exceed a percentage of the sale price (to be designated
by the Class A Directors).
2. Management Cooperation. Management would agree to
assist and cooperate with the financial advisor and the Class A Directors
as appropriate to facilitate a sale that generates maximum net proceeds,
which assistance must include making available all information,
Wexford personnel and legal, accounting and financial professionals. In
addition, such cooperation will include, without limitation, the
production of all internal analyses, accounting work, legal and tax
advice and information used or produced by Bear Stearns in its
capacity as financial advisor for the Contract Right securitization
transaction completed in March of 1996.
3. Approval of Sale. The terms of any proposed sale of
the T-2 interests must be approved by the consent of at least 70%
of the Class A Shareholders.
4. Proceeds. The proceeds of the sale of the T-2 interests
would be paid first to pay the expenses of the financial advisor
and second to repay the loan made by Presidio to T-2, taxes incurred
by the Wexford principals and expenses of the Wexford principals
not to exceed $50,000. The remaining proceeds (together with
any remaining assets of T-2) would be paid in full to the Presidio
shareholders (according to their ownership on a record date to be
set by the Class A Directors) or to Presidio (in which case Presidio
would distribute all proceeds in full to its shareholders). No reserves
would be kept at the T-2 entities or at Presidio. The T-2 entities
would be dissolved.
PAGE
<PAGE>
5. Timing. The auction must close before the end of the
third quarter of 1997 or at such later date as not less than 70%
of Class A Shareholders may direct.
II. Presidio Liquidation
The Term Sheet would be accepted with respect to the
Presidio liquidation subject to clarification and
completion of certain terms of the Term Sheet and
further subject to the following changes:
1. Dividend. A dividend in the amount of at
least $30 million would be paid promptly unless the
Class A Directors believe such a dividend would
jeopardize the Company. The Class A Directors will
obtain a nationally-recognized accounting firm (or
other competent organization) to review existing
reserves and risks and to recommend to the Class A
Directors appropriate reserve levels and amounts in
excess of the reserves approved by the Class A
Directors would be dividended to shareholders. In all
cases where reserves economically could be replaced by
insurance policies, Presidio would purchase such
policies and dividend the amounts freed up.
2. Future Investments. Future investments
would not be permitted or reserved for without the
specific approval of each investment by the
non-management directors.
In making this proposal, the Farallon Entities
are not waiving any rights they may have as
Shareholders of Presidio under law, contract or
otherwise.
<PAGE>
