-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, B5vEHzyd0wopHI6ArklP88ZX1saThCLOo5KBGKurHVBj6h8TVoEkq59W8F97qV9M 4EzKmoRQv/RCNVYQKjQkDQ== 0000950142-97-000705.txt : 19970822 0000950142-97-000705.hdr.sgml : 19970822 ACCESSION NUMBER: 0000950142-97-000705 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970821 SROS: NASD GROUP MEMBERS: DAVIDSON KEMPNER ADVISERS INC. GROUP MEMBERS: DAVIDSON KEMPNER ENDOWMENT PARTNERS GROUP MEMBERS: DAVIDSON KEMPNER INSTITUTIONAL PARTNERS, GROUP MEMBERS: DAVIDSON KEMPNER INTERNATIONAL ADVISORS, GROUP MEMBERS: DAVIDSON KEMPNER INTERNATIONAL LTD. GROUP MEMBERS: DAVIDSON KEMPNER PARTNERS GROUP MEMBERS: DAVIDSON M H & CO INC/ GROUP MEMBERS: KEMPNER GROUP MEMBERS: L.L.C. GROUP MEMBERS: L.P. GROUP MEMBERS: M.H. DAVIDSON & CO. GROUP MEMBERS: MARVIN H. DAVIDSON GROUP MEMBERS: MHD MANAGEMENT CO. GROUP MEMBERS: MICHAEL J. LEFFELL GROUP MEMBERS: SCOTT E. DAVIDSON GROUP MEMBERS: SEXTON FREUND 1984 FAMILY TRUST GROUP MEMBERS: STEPHEN M. DOWICZ GROUP MEMBERS: THOMAS KEMPNER AND THOMAS L. KEMPNER JR. GROUP MEMBERS: THOMAS L. KEMPNER FOUNDATION INC GROUP MEMBERS: THOMAS L. KEMPNER, JR. GROUP MEMBERS: U/A/D 10/31 FBO THOMAS NATHANIEL SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PRESIDIO CAPITAL CORP CENTRAL INDEX KEY: 0000943358 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-45855 FILM NUMBER: 97667808 BUSINESS ADDRESS: STREET 1: ZEPHYR HOUSE HEMISPHERE MANAGEMENT LTD STREET 2: MARY ST GRAND CAYMAN CITY: CAYMAN ISLANDS BWI STATE: E9 BUSINESS PHONE: 8092959166 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DAVIDSON M H & CO INC/ CENTRAL INDEX KEY: 0000937617 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 885 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2123713000 MAIL ADDRESS: STREET 2: 885 THIRD AVE SUITE 810 CITY: NEW YORK STATE: NY ZIP: 10022-4834 SC 13D/A 1 SCHEDULE 13D AMENDMENT NO. 3 ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------- SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (AMENDMENT NO. 3) PRESIDIO CAPITAL CORP. (Name of Issuer) Class A Common Stock, par value $.01 per share (Title of Class of Securities) G722011109 (CUSIP Number) ----------------------- STEPHEN M. DOWICZ 885 Third Avenue New York, NY 10022 Tel. No.: (212) 371-3047 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) ----------------------- August 20, 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 statement because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with the statement |_|. ================================================================================ Page 1 of 23 Pages Page 2 of 23 Pages SCHEDULE 13D CUSIP NO. G722011109 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Davidson Kempner Partners 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A)[X] (B [ ] 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 New York 7 SOLE VOTING POWER NUMBER OF 217,171 SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED -- BY EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON 217,171 WITH 10 SHARED DISPOSITIVE POWER -- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 217,171 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.47% 14 TYPE OF REPORTING PERSON PN Page 3 of 23 Pages SCHEDULE 13D CUSIP NO. G722011109 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Davidson Kempner Institutional Partners, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A)[X] (B [ ] 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 Delaware 7 SOLE VOTING POWER NUMBER OF 395,015 SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED -- BY EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON 395,015 WITH 10 SHARED DISPOSITIVE POWER -- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 395,015 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.49% 14 TYPE OF REPORTING PERSON PN Page 4 of 23 Pages SCHEDULE 13D CUSIP NO. G722011109 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Davidson Kempner Endowment Partners L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A)[X] (B [ ] 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 New York 7 SOLE VOTING POWER NUMBER OF 137,094 SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED -- BY EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON 137,094 WITH 10 SHARED DISPOSITIVE POWER -- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 137,094 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.56% 14 TYPE OF REPORTING PERSON PN Page 5 of 23 Pages SCHEDULE 13D CUSIP NO. G722011109 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON MHD Management Co. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A)[X] (B [ ] 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 New York 7 SOLE VOTING POWER NUMBER OF 354,265 SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED -- BY EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON 354,265 WITH 10 SHARED DISPOSITIVE POWER -- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 354,265 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.03% 14 TYPE OF REPORTING PERSON PN Page 6 of 23 Pages SCHEDULE 13D CUSIP NO. G722011109 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON M.H.Davidson & Co. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A)[X] (B [ ] 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 New York 7 SOLE VOTING POWER NUMBER OF 12,049 SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED -- BY EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON 12,049 WITH 10 SHARED DISPOSITIVE POWER -- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,049 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.37% 14 TYPE OF REPORTING PERSON PN Page 7 of 23 Pages SCHEDULE 13D CUSIP NO. G722011109 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Davidson Kempner Advisers Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A)[X] (B [ ] 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 New York 7 SOLE VOTING POWER NUMBER OF 395,015 SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED -- BY EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON 395,015 WITH 10 SHARED DISPOSITIVE POWER -- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 395,015 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.49% 14 TYPE OF REPORTING PERSON CO Page 8 of 23 Pages SCHEDULE 13D CUSIP NO. G722011109 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Marvin H. Davidson 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A)[X] (B [ ] 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 7 SOLE VOTING POWER NUMBER OF -- SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED 792,829 BY EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON -- WITH 10 SHARED DISPOSITIVE POWER 792,829 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 792,829 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [x] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.01% 14 TYPE OF REPORTING PERSON IN Page 9 of 23 Pages SCHEDULE 13D CUSIP NO. G722011109 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Thomas L. Kempner, Jr. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A)[X] (B [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS AF, PF 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 7 SOLE VOTING POWER NUMBER OF 1,072 SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED 792,829 BY EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON 1,072 WITH 10 SHARED DISPOSITIVE POWER 792,829 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 793,901 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [x] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.02% 14 TYPE OF REPORTING PERSON IN Page 10 of 23 Pages SCHEDULE 13D CUSIP NO. G722011109 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Stephen M. Dowicz 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A)[X] (B [ ] 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 7 SOLE VOTING POWER NUMBER OF -- SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED 792,829 BY EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON -- WITH 10 SHARED DISPOSITIVE POWER 792,829 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 792,829 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [x] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.01% 14 TYPE OF REPORTING PERSON IN Page 11 of 23 Pages SCHEDULE 13D CUSIP NO. G722011109 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Scott E. Davidson 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A)[X] (B [ ] 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 7 SOLE VOTING POWER NUMBER OF -- SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED 792,829 BY EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON -- WITH 10 SHARED DISPOSITIVE POWER 792,829 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 792,829 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [x] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.01% 14 TYPE OF REPORTING PERSON IN Page 12 of 23 Pages SCHEDULE 13D CUSIP NO. G722011109 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Michael J. Leffell 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A)[X] (B [ ] 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 7 SOLE VOTING POWER NUMBER OF -- SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED 792,829 BY EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON -- WITH 10 SHARED DISPOSITIVE POWER 792,829 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 792,829 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.01% 14 TYPE OF REPORTING PERSON IN Page 13 of 23 Pages SCHEDULE 13D CUSIP NO. G722011109 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Thomas L. Kempner Foundation Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A)[X] (B [ ] 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 New York 7 SOLE VOTING POWER NUMBER OF 272 SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED -- BY EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON 272 WITH 10 SHARED DISPOSITIVE POWER -- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 272 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) .003% 14 TYPE OF REPORTING PERSON OO Page 14 of 23 Pages SCHEDULE 13D CUSIP NO. G722011109 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Davidson Kempner International Ltd. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A)[X] (B [ ] 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 British Virgin Island 7 SOLE VOTING POWER NUMBER OF 31,500 SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED -- BY EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON 31,500 WITH 10 SHARED DISPOSITIVE POWER -- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 31,500 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) .36% 14 TYPE OF REPORTING PERSON CO Page 15 of 23 Pages SCHEDULE 13D CUSIP NO. G722011109 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Thomas Kempner and Thomas L. Kempner, Jr. Trustees U/A/D/ 10/31/31/83 FBO Thomas Nathaniel Kempner 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A)[X] (B [ ] 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 New York 7 SOLE VOTING POWER NUMBER OF 200 SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED -- BY EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON 200 WITH 10 SHARED DISPOSITIVE POWER -- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 200 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) .002% 14 TYPE OF REPORTING PERSON OO Page 16 of 23 Pages SCHEDULE 13D CUSIP NO. G722011109 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Sexton Freund 1984 Family Trust 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A)[X] (B [ ] 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 New York 7 SOLE VOTING POWER NUMBER OF 300 SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED -- BY EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON 300 WITH 10 SHARED DISPOSITIVE POWER -- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 300 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) .003% 14 TYPE OF REPORTING PERSON OO Page 17 of 23 Pages SCHEDULE 13D CUSIP NO. G722011109 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Davidson Kempner International Advisors, L.L.C. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A)[X] (B [ ] 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 7 SOLE VOTING POWER NUMBER OF 31,500 SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED -- BY EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON 31,500 WITH 10 SHARED DISPOSITIVE POWER -- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 31,500 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) .36% 14 TYPE OF REPORTING PERSON CO Page 18 of 23 Pages This Amendment No. 3 to Schedule 13D with respect to shares of Class A Common Stock, par value $.01 per share (the "Common Stock"), of Presidio Capital Corp. (the "Company") originally filed on January 16, 1996 as amended by Amendment No. 1 dated March 31, 1997 and Amendment No. 2 dated April 17, 1997 (the "Schedule 13D") amends Items 4, 6 and 7 of the Schedule 13D. The Schedule 13D is hereby amended as follows: Item 4. Purpose of the Transaction. Item 4 of the Schedule 13D as previously filed is amended to read as follows: Each of DKP, DKIP, DKEP, MHD, DKAI, DKIL, M.H. Davidson & Co., DKIA and Thomas L. Kempner, Jr., has acquired the shares of Common Stock for investment purposes. All purchases of Shares by such persons have been made in the ordinary course of business and were not made for the purpose of acquiring control of the Company. As reported in the Company's Form 10-K for the December 31, 1995 fiscal year, pursuant to the Rights Offering Agreement, dated as of March 19, 1996, among T-2 Holding, L.L.C. ("T-2"), the Company and the T-2 Organizers (as defined in the Company's Form 10-K), T-2 was required to conduct a rights offering to the Company's common stockholders as soon as practicable, which the Company believed might not occur until early 1997. As further reported in such Form 10-K, the offering was to be made on terms approved by a majority of the Class A directors. The rights offering has not been initiated to date. DKP, DKIP, DKEP, MHD, DKAI, DKIL, M.H. Davidson & Co., DKIA and Thomas L. Kempner, Jr. desire that all issues necessary for initiation of the rights offering finally be resolved. Accordingly, they plan to initiate communications with certain shareholders, the board of directors and/or management to explore and facilitate resolution of such issues and initiation of the rights offering. If, in the course of such communications, other issues are raised, DKP, DKIP, DKEP, MHD, DKAI, DKIL, M.H. Davidson & Co., DKIA and Thomas L. Kempner, Jr. may attempt to facilitate resolution of such other issues as well. The Reporting Parties have notified the Board of Directors of the Company that the Reporting Parties, together with Angelo, Gordon & Co. and its managed funds and accounts ("Angelo Gordon"), other similarly situated holders of shares of Common Stock, are seeking to appoint Thomas L. Kempner and Jeffrey H. Aronson as directors of the Board of Directors of the Company pursuant to rights granted to certain holders of Common Stock (the "Relevant Group"), including the Reporting Parties and Angelo Gordon, by Article 79A of the Memorandum of Association of the Company. The Reporting Parties believe that the appointment of such directors by the Relevant Group is effected by the affirmative vote of the holders of a majority of the shares of Common Stock held by the Relevant Group. The Reporting Parties together with Angelo Gordon control such a majority. SCHEDULE 13D CUSIP No. G722011109 Page 19 of 23 Pages Except as set forth above, DKP, DKIP, DKEP, MHD, DKAI, DKIL, M.H.Davidson & Co., DKIA and Thomas L. Kempner, Jr. have no intention, plan or proposal with respect to: (a) The acquisition by any person of additional securities of the issuer, or the disposition of securities of the issuer; (b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the issuer or any of its subsidiaries; (c) A sale or transfer of a material amount of assets of the issuer or any of its subsidiaries; (d) Any change in the present Board of Directors or management of the issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Board; (e) Any material change in the present capitalization or dividend policy of the issuer; (f) Any other material change in the issuer's business or corporate structure, including but not limited to, if the issuer is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by Section 13 of the Investment Company Act of 1940; (g) Changes in the issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the issuer by any person; (h) Causing a class of securities of the issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) A class of equity securities of the issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or (j) Any action similar to any of those enumerated above. SCHEDULE 13D CUSIP No. G722011109 Page 20 of 23 Pages Each of the Reporting Parties, however, may, at any time and from time to time, and reserves the right to, acquire additional securities of the Company, dispose of any such securities of the Company or formulate other plans or proposals regarding the Company or its securities, to the extent deemed advisable by such Reporting Party in light of its general investment policies, market conditions or other factors. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer The reporting parties, represented for this purpose by MH Davidson & Co., together with Angelo Gordon, have executed and delivered a memorandum to the Board of Directors of the Company, dated August 20, 1997 seeking to have Thomas L. Kempner and Jeffrey H. Aronson appointed to the Board of Directors of the Company pursuant to Article 79A of the Memorandum of Association of the company. Item 7. Material to be Filed as Exhibits Exhibit 1. Memorandum to the Board of Directors of the Company, dated August 20, 1997, from Angelo, Gordon & Co. and MH Davidson & Co. SCHEDULE 13D CUSIP No. G722011109 Page 21 of 23 Pages SIGNATURES ---------- 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. August 21, 1997 DAVIDSON KEMPNER PARTNERS By MHD Management Co., its general partner By: Thomas L, Kempner, Jr. -------------------------- Thomas L. Kempner, Jr. General Partner DAVIDSON KEMPNER INSTITUTIONAL PARTNERS, L.P. By Davidson Kempner Advisers Inc., its general partner By: Thomas L. Kempner, Jr. -------------------------- Thomas L. Kempner, Jr. Secretary DAVIDSON KEMPNER ENDOWMENT PARTNERS By MHD Management Co., its general partner By: Thomas L. Kempner, Jr. -------------------------- Thomas L. Kempner, Jr. General Partner MHD MANAGEMENT CO. By: Thomas L. Kempner, Jr. -------------------------- Thomas L. Kempner, Jr. General Partner SCHEDULE 13D CUSIP No. G722011109 Page 22 of 23 Pages DAVIDSON KEMPNER ADVISERS INC. By: Thomas L. Kempner, Jr. -------------------------- Thomas L. Kempner, Jr. Secretary Marvin H. Davidson -------------------------- Marvin H. Davidson Thomas L. Kempner, Jr. -------------------------- Thomas L. Kempner, Jr. Stephen M. Dowicz -------------------------- Stephen M. Dowicz Scott E. Davidson -------------------------- Scott E. Davidson Michael J. Lefell -------------------------- Michael J. Leffell THOMAS L. KEMPNER FOUNDATION INC. By: Thomas L. Kempner, Jr. -------------------------- Thomas L. Kempner, Jr. President DAVIDSON KEMPNER INTERNATIONAL LTD. By Davidson Kempner International Advisors, L.L.C. By: Thomas L. Kempner, Jr. -------------------------- Thomas L. Kempner, Jr. A Managing Member SCHEDULE 13D CUSIP No. G722011109 Page 23 of 23 Pages THOMAS KEMPNER AND THOMAS L. KEMPNER, JR. TRUSTEES U/A/D 10/31/83 FBO THOMAS NATHANIEL KEMPNER By: Thomas L. Kempner, Jr. -------------------------- Thomas L. Kempner, Jr., Trustee SEXTON FREUND 1984 FAMILY TRUST By: Thomas L. Kempner, Jr. -------------------------- Thomas L. Kempner, Jr., Trustee DAVIDSON KEMPNER INTERNATIONAL ADVISORS, L.L.C. By: Thomas L. Kempner, Jr. -------------------------- Thomas L. Kempner, Jr. A Managing Member EX-1 2 1 EXHIBIT 1 August 20, 1997 VIA FACSIMILE Memorandum to the Board of Directors of Presidio Capital Corp. ("PCC") This letter is sent to you on behalf of Angelo, Gordon & Co., L.P. ("Angelo, Gordon") and MH Davidson & Company ("MH Davidson") and their respective managed funds and accounts, beneficial owners of more than a majority of all the shares of PCC not held by Control Parties. As you are aware, pursuant to Article 79A of the Memorandum of Association (the "Memorandum") of PCC, "so long as at least 15% of all shares of the Company are beneficially owned by persons who are not Control Parties, at least two directors shall at all times be elected by, and subject to removal only by, a majority vote of such persons." We understand that pursuant to a letter, dated July 29, 1997, from Cahill Gordon & Reindel to PCC's shareholders, Presidio Holding Company, LLC ("PHC") has taken action by resolution to remove the existing Class A directors as of September 2, 1997 and to appoint their successors. Angelo, Gordon and MH Davidson and their respective managed funds and accounts, as the beneficial owners of more than a majority of all the shares of PCC not held by Control Parties, hereby request, in accordance with Article 79A of the Memorandum, that Jeffrey H. Aronson and Thomas L. Kempner be appointed as directors of PCC effective as of the date hereof or as promptly as practicable hereafter in accordance with the Memorandum and applicable law. Please advise the undersigned as to when this appointment shall become effective. Very truly yours, Angelo, Gordon & Co., L.P. By: /s/Jeffrey H. Aronson Jeffrey H. Aronson MH Davidson & Company By: /s/Michael J. Leffell Michael J. Leffell cc: Edward Sheetz Charles E. Davidson -----END PRIVACY-ENHANCED MESSAGE-----