UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
PRESIDIO CAPITAL CORP.
(Name of Issuer)
Class A Common Shares, U.S. $.01 par value
(Title of Class of Securities)
G72201109
(CUSIP Number)
Jonathan I. Mark, Esq.
Cahill Gordon & Reindel
80 Pine Street
New York, New York 10005
(212) 701-3000
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
December 3, 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 the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 3 Pages
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Item 1. Security and Issuer.
This Amendment No. 3 amends the Statement on Schedule 13D with respect to
the Class A Common Shares (the "Class A Shares") of Presidio Capital Corp. (the
"Issuer"), previously filed on July 28, 1997 by the reporting person named
therein (the "Schedule 13D"). Capitalized terms used herein without definition
shall have the meanings given to such terms in the Schedule 13D.
Item 4. Purpose of Transaction.
Item 4 is amended by adding the following:
The Reporting Person recently made certain proposals to Stonehill Partners,
L.P., Stonehill Offshore Partners Limited, John A. Motulsky (collectively,
"Stonehill"), Angelo, Gordon & Co., L.P. ("Angelo/Gordon") and M.H. Davidson &
Co. ("Davidson"). Representatives of the Reporting Person have had
communications with representatives of Stonehill, Angelo/Gordon and Davidson
concerning potential plans and proposals that could involve one or more of the
matters described in clauses (i) through (x) of Item 4. No specific agreements
or arrangements with respect thereto or with respect to acting jointly exist
among the Reporting Person, Stonehill, Angelo/Gordon and Davidson. It is
possible that no agreements or arrangements will result from any of these
discussions.
Reference is hereby made to the Statement on Schedule 13D with respect to
the Class A Shares filed by Davidson and entities affiliated therewith dated
January 16, 1996, as amended through the date hereof, for additional information
with respect to Davidson and such entities. Reference is hereby made to the
Statement on Schedule 13D with respect to the Class A Shares filed by
Angelo/Gordon and persons affiliated therewith dated April 8, 1997, as amended
through the date hereof, for additional information with respect to
Angelo/Gordon and such persons. Reference is hereby made to the Statement on
Schedule 13D with respect to the Class A Shares filed by Stonehill dated
December 15, 1997, as amended through the date hereof, for additional
information with respect to Stonehill.
Page 2 of 3 Pages
<PAGE>
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
January 9, 1997
PRESIDIO HOLDING COMPANY, LLC
By:/s/ W. Edward Scheetz
-------------------------------
Title: Authorized Signatory
Page 3 of 3 Pages
