SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
(Amendment No. 1)
Presidio Capital Corp.
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(Name of Issuer)
Class A Common Stock, $0.01 par value
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(Title of Class of Securities)
G72201109
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(CUSIP Number)
Leonard S. Ferleger, Esq.
Kirkpatrick & Lockhart LLP
1500 Oliver Building
Pittsburgh, Pennsylvania 15222
(412) 355-6500
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(Name, Address and Telephone Number
of Person Authorized to Receive
Notices and Communications)
January 2, 1998
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(Date of Event Which Requires
Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
(Continued on following pages)
(Page 1 of 9 Pages)
<PAGE>
(Page 2 of 9 Pages)
13D
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CUSIP No. G72201109
1) NAMES OF REPORTING PERSONS Stonehill Partners, L.P.
------------------------
I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS
-----------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ X ]
3) SEC USE ONLY
4) SOURCE OF FUNDS* WC, OO
------
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [ ]
6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
--------
NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH:
7) SOLE VOTING POWER 282,139
-------
8) SHARED VOTING POWER - 0 -
-----
9) SOLE DISPOSITIVE POWER 282,139
-------
10) SHARED DISPOSITIVE POWER - 0 -
-------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 282,139
-------
12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13) PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11) 2.8%
-----
14) TYPE OF REPORTING PERSON* PN
--
<PAGE>
(Page 3 of 9 Pages)
13D
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CUSIP No. G72201109
1) NAMES OF REPORTING PERSONS Stonehill Offshore
Partners Limited
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I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS
-----------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ X ]
3) SEC USE ONLY
4) SOURCE OF FUNDS* WC, OO
------
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [ ]
6) CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
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NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH:
7) SOLE VOTING POWER 111,521
-------
8) SHARED VOTING POWER - 0 -
-------
9) SOLE DISPOSITIVE POWER 111,521
-------
10) SHARED DISPOSITIVE POWER - 0 -
-----
11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 111,521
-------
12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13) PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11) 1.1%
-----
14) TYPE OF REPORTING PERSON* CO
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<PAGE>
(Page 4 of 9 Pages)
13D
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CUSIP No. G72201109
1) NAMES OF REPORTING PERSONS John A. Motulsky
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I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS
-----------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ X ]
3) SEC USE ONLY
4) SOURCE OF FUNDS* AF
----
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [ ]
6) CITIZENSHIP OR PLACE OF ORGANIZATION United States
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NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH:
7) SOLE VOTING POWER 511
---
8) SHARED VOTING POWER - 0 -
-----
9) SOLE DISPOSITIVE POWER 511
----
10) SHARED DISPOSITIVE POWER - 0 -
-----
11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 511
----
12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13) PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11) 0.0%
-----
14) TYPE OF REPORTING PERSON* IN
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<PAGE>
(Page 5 of 9 Pages)
13D
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CUSIP No. G72201109
1) NAMES OF REPORTING PERSONS Stonehill Institutional
Partners, L.P.
----------------------
I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS
-----------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ X ]
3) SEC USE ONLY
4) SOURCE OF FUNDS* WC
--
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [ ]
6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
---------
NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH:
7) SOLE VOTING POWER 123,697
-------
8) SHARED VOTING POWER - 0 -
-------
9) SOLE DISPOSITIVE POWER 123,697
-------
10) SHARED DISPOSITIVE POWER - 0 -
------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 123,697
-------
12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13) PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11) 1.2%
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14) TYPE OF REPORTING PERSON* PN
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<PAGE>
This Amendment No. 1 ("Amendment No. 1") amends and supplements the
responses to Items 2, 3, 5 and 7 of the Statement on Schedule 13D (the "Schedule
13D") of Stonehill Partners, L.P., a Delaware limited partnership ("SP"),
Stonehill Offshore Partners Limited, a Cayman Islands company ("SOP"), and John
A. Motulsky ("Motulsky"), a United States citizen, which was filed on December
15, 1997 with respect to the shares of Class A Common Stock, $0.01 par value
("Class A Stock"), of Presidio Capital Corp., a British Virgin Islands company
("Presidio"), beneficially owned by SP, SOP and Motulsky. All capitalized terms
used herein without definition have the meanings set forth in the Schedule 13D.
Item 2. Identity and Background.
The response to Item 2 of Schedule 13D is hereby amended and
supplemented by the following:
This Statement is also being filed by Stonehill Institutional
Partners, L.P., a Delaware limited partnership ("SIP"). From and after the date
of this Amendment No. 1, SP, SOP, SIP and Motulsky are sometimes collectively
referred to herein as "Stonehill." The principal business of SIP is investing.
The address of SIP's principal business and principal office is 110 East 59th
Street, 30th Floor, New York, New York 10022.
Ronald LaBow, Christoper E. Wilson and Motulsky are the general
partners of SIP. Included in the Annex I attached to the Schedule 13D are their
business addresses, their present principal occupation or employment and the
name, principal business and address of the corporation or other organization in
which such employment is conducted. All of the general partners of SIP are
United States citizens.
During the last five years, neither SIP nor, to the knowledge of
SIP, any of the persons listed in that Annex I has been convicted in a criminal
proceeding (excluding traffic violations and similar misdemeanors).
During the last five years, neither SIP nor, to the knowledge of
SIP, any of the persons listed in that Annex I has been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction in
which a judgment, decree or final order was entered against such party enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or in which there was a finding of a violation with
respect to such laws.
(Page 6 of 9 Pages)
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Item 3. Source and Amount of Funds or Other Consideration.
The response to Item 3 of Schedule 13D is hereby amended and
supplemented by the following:
The securities of Presidio beneficially owned by SIP were acquired for
cash. The source of the funds to make such acquisitions was SIP's working
capital. The aggregate amount of funds expended to make those acquisitions was
$3,092,425. Both acquisitions occurred on January 2, 1998 when SIP purchased all
123,697 shares of Class A Stock for $25 per share in two private transactions
from two investment partnerships.
Item 5. Interest in Securities of the Issuer.
The response to Item 5 of Schedule 13D is hereby amended and
supplemented by the following:
SIP beneficially owns 123,697 shares of Class A Stock, or 1.2% of
that class of securities. To the knowledge of SIP, none of the persons listed in
Annex I, except for Motulsky, beneficially own any shares of Class A Stock,
other than the shares beneficially owned by SP, SOP and SIP. SIP has the sole
power to vote and the sole power to dispose of its 123,697 shares of Class A
Stock.
Except as described in response to Item 3, neither SP, SOP, SIP,
Motulsky, Adviser nor, to the knowledge of SP, SOP and SIP, any of the persons
listed in Annex I attached to the Schedule 13D has effected any transactions in
shares of Class A Stock during the past sixty days.
No other person is known to have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of, the
shares of Class A Stock owned by SIP.
Item 7. Material to be Filed as Exhibits.
The response to Item 7 of Schedule 13D is hereby amended and
supplemented by the following:
Exhibit B. Amended and Restated Joint Filing Agreement, dated
January 5, 1998, by and among Stonehill Partners, L.P., Stonehill Offshore
Partners Limited, Stonehill Institutional Partners, L.P. and John A.
Motulsky.
(Page 7 of 9 Pages)
<PAGE>
Signature
After reasonable inquiry and to the best of each of the undersigned's
knowledge and belief, each of the undersigned certifies that the information set
forth in this Statement with respect thereto is true, complete and correct.
January 6, 1998
- ------------------------------
Date
/s/ John A. Motulsky
- -------------------------------------
Stonehill Partners, L.P.
by John A. Motulsky,
General Partner
/s/ John A. Motulsky
- -------------------------------------
Stonehill Offshore Partners Limited
by Stonehill Advisers LLC
by John A. Motulsky
Member
/s/ John A. Motulsky
- -------------------------------------
Stonehill Institutional Partners, L.P.
by John A. Motulsky,
General Partner
/s/ John A. Motulsky
- -------------------------------------
John A. Motulsky
(Page 8 of 9 Pages)
<PAGE>
EXHIBIT INDEX
Number Description
A Joint Filing Agreement, dated December 8, 1997, by and among
Stonehill Partners, L.P., Stonehill Offshore Partners Limited
and John A. Motulsky.
B Amended and Restated Joint Filing Agreement, dated January 5,
1998, by and among Stonehill Partners, L.P., Stonehill
Offshore Partners Limited, Stonehill Institutional Partners,
L.P. and John A.
Motulsky.
(Page 9 of 9 Pages)
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the Statement on Schedule 13D with
respect to the shares of Class A Common Stock, $0.01 par value, of Presidio
Capital Corp. beneficially owned by the undersigned, which will be filed with
the Securities and Exchange Commission no later than December 15, 1997 and
signed by each of the undersigned, and any amendments to said Statement on
Schedule 13D shall be filed on behalf of each of the undersigned pursuant to and
in accordance with the provisions of Rule 13d-1(f) under the Securities Exchange
Act of 1934, as amended.
Dated: December 8, 1997
STONEHILL PARTNERS, L.P.
By: /s/ John A. Motulsky
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Name: John A. Motulsky
Title: General Partner
STONEHILL OFFSHORE PARTNERS LIMITED
By: STONEHILL ADVISERS LLC
By: /s/ John A. Motulsky
--------------------------------
Name: John A. Motulsky
Title: Member
/s/ John A. Motulsky
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JOHN A. MOTULSKY
EXHIBIT B
AMENDED AND RESTATED
JOINT FILING AGREEMENT
The undersigned hereby agree that the Amendment No.1 to the Statement on
Schedule 13D with respect to the shares of Class A Common Stock, $0.01 par
value, of Presidio Capital Corp. beneficially owned by the undersigned, which
will be filed with the Securities and Exchange Commission no later than January
9, 1998 and signed by each of the undersigned, and any subsequent amendments to
said Statement on Schedule 13D shall be filed on behalf of each of the
undersigned pursuant to and in accordance with the provisions of Rule 13d-1(f)
under the Securities Exchange Act of 1934, as amended.
Dated: January 6, 1998
STONEHILL PARTNERS, L.P. STONEHILL INSTITUTIONAL PARTNERS, L.P.
By: /s/ John A. Motulsky By: /s/ John A. Motulsky
------------------------ ------------------------
Name: John A. Motulsky Name: John A. Motulsky
Title: General Partner Title: General Partner
STONEHILL OFFSHORE PARTNERS
LIMITED /s/ John A. Motulsky
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By: STONEHILL ADVISERS LLC JOHN A. MOTULSKY
By: /s/ John A. Motulsky
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Name: John A. Motulsky
Title: Member
