SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------
SCHEDULE 14D-1
Tender Offer Statement Pursuant to Section
14(d)(1) of the Securities Exchange Act of 1934
(Amendment No. 9)*
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INTEGRATED RESOURCES HIGH EQUITY PARTNERS, SERIES 85
(Name of Subject Company [Issuer])
OLYMPIA INVESTORS L.P.
OLYMPIA-GP, INC.
AMERICAN REAL ESTATE HOLDINGS, L.P.
AMERICAN PROPERTY INVESTORS, INC.
CARL C. ICAHN
MILLENIUM FUNDING CORP.
MILLENIUM FUNDING II CORP.
PRESIDIO CAPITAL CORP.
PRESIDIO HOLDING COMPANY, LLC
NORTHSTAR PRESIDIO MANAGEMENT COMPANY, LLC
NORTHSTAR OPERATING, LLC
NORTHSTAR CAPITAL PARTNERS, LLC
NORTHSTAR CAPITAL HOLDINGS I, LLC
DAVID HAMAMOTO
W. EDWARD SCHEETZ
(Bidders)
UNITS OF LIMITED PARTNERSHIP INTEREST
(Title of Class of Securities)
NONE
(CUSIP Number of Class of Securities)
-------------------------
Bonnie D. Podolsky Edward W. Kerson
Gordon Altman Butowsky Proskauer Rose LLP
Weitzen Shalov & Wein 1585 Broadway
114 West 47th Street New York, New York 10036
New York, New York 10036 (212) 969-3000
(212) 626-0800
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of Bidder)
Calculation of Filing Fee
- -----------------------------------------------------------------
Transaction Amount of
Valuation*: $5,700,000 Filing Fee: $1,140
- -----------------------------------------------------------------
*For purposes of calculating the filing fee only. This amount assumes
the purchase of 60,000 Units of the subject company for $95.00 per Unit in cash.
[X] Check box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the
<PAGE>
offsetting fee was previously paid. Identify the previous filing
by registration statement number, or the Form or Schedule and the
date of its filing.
Amount Previously Paid: $3,040 (based upon prior transaction
valuation of $15,200,000, calculated for purposes of the filing
fee, assuming the purchase of 160,000 Units of the subject
company for $95.00 per Unit in cash)
Form or Registration No.: Schedule 14D-1
Filing Party: Olympia Investors L.P., Olympia-GP, Inc., American
Real Estate Holdings, L.P., American Property Investors, Inc.,
Carl C. Icahn
Dated Filed: March 12, 1998
* 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 the 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>
AMENDMENT NO. 9 TO SCHEDULE 14D-1
This Amendment No. 9 amends and supplements the Tender Offer Statement
on Schedule 14D-1 originally filed with the Securities and Exchange Commission
by Olympia Investors, L.P., Olympia-GP Inc., American Real Estate Holdings,
L.P., American Property Investors, Inc. and Carl C. Icahn on March 12, 1998, as
amended by Amendments No. 1, 2, 3, 4, 5, 6, 7, and 8 thereto. All capitalized
terms used herein but not otherwise defined shall have the meanings ascribed
to such terms in the Offer to Purchase dated March 12, 1998, as
supplemented by the Supplement thereto dated May 22, 1998, and the related
Assignment of Partnership Interest dated March 12, 1998, as amended through
May 22, 1998.
Item 10. Additional Information.
Item 10(f) is hereby amended to add the following:
(f) The information set forth in exhibits (a)(5) and (a)(6)
attached hereto is incorporated herein by reference.
Item 11. Materials to Be Filed as Exhibits.
The following documents are filed as exhibits to this Amended Schedule
14D-1:
(a)(5) Press Release, dated July 17, 1998.
(a)(6) Amendment No. 3, dated July 17, 1998,
to Agreement dated March 6, 1998, among
the Purchaser, AREH and Presido.
<PAGE>
SIGNATURES
After due 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.
Dated: July 17, 1998
OLYMPIA INVESTORS, L.P. OLYMPIA GP-INC.
By: OLYMPIA GP-INC., By: /s/ Martin L. Hirsch
its general partner --------------------
Name: Martin L. Hirsch
By: /s/ Martin L. Hirsch Title: Vice President
-----------------------
Name: Martin L. Hirsch
Title: Vice President
AMERICAN REAL ESTATE HOLDINGS, L.P.
By: AMERICAN PROPERTY INVESTORS, INC.,
its general partner
By: /s/ Martin L. Hirsch
-----------------------
Name: Martin L. Hirsch
Title: Vice President
AMERICAN PROPERTY INVESTORS, INC.
By: /s/ Martin L. Hirsch
-----------------------
Name: Martin L. Hirsch
Title: Vice President
/s/ Theodore Altman
------------------------
CARL C. ICAHN
By: Theodore Altman as
Attorney-in-fact
[Signature Page for Integrated Resources High Equity Partners, Series 85,
Schedule 14D-1 - Amendment No. 9]
<PAGE>
SIGNATURES
After due 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.
Dated: July 17, 1998
MILLENIUM FUNDING CORP. MILLENIUM FUNDING II CORP.
By: /s/ Allan B. Rothschild By: /s/ Allan B. Rothschild
--------------------- ---------------------
Name: Allan B. Rothschild Name: Allan B. Rothschild
Title: Authorized Signatory Title: Authorized
Signatory
PRESIDIO CAPITAL CORP. PRESIDIO HOLDING COMPANY, LLC
By: /s/ Allan B. Rothschild By: /s/ Allan B. Rothschild
--------------------- ---------------------
Name: Allan B. Rothschild Name: Allan B. Rothschild
Title: Authorized Signatory Title: Authorized
Signatory
NORTHSTAR PRESIDIO MANAGEMENT NORTHSTAR OPERATING, LLC
COMPANY, LLC
By: /s/ Allan B. Rothschild By: /s/ Allan B. Rothschild
--------------------- ---------------------
Name: Allan B. Rothschild Name: Allan B. Rothschild
Title: Authorized Signatory Title: Authorized
Signatory
NORTHSTAR CAPITAL PARTNERS, LLC NORTHSTAR CAPITAL HOLDINGS I,
LLC
By: /s/ Allan B. Rothschild By: /s/ Allan B. Rothschild
--------------------- ---------------------
Name: Allan B. Rothschild Name: Allan B. Rothschild
Title: Authorized Signatory Title: Authorized
Signatory
/s/ David Hamamoto
------------------------ -----------------------
W. EDWARD SCHEETZ DAVID HAMAMOTO
[Signature Page for Integrated Resources High Equity Partners, Series 85,
Schedule 14D-1 - Amendment No. 9]
<PAGE>
EXHIBIT INDEX
(a)(5) Press Release, dated July 17, 1998.
(a)(6) Amendment No. 3, dated July 17, 1998,
to Agreement dated March 6, 1998, among
the Purchaser, AREH and Presido.
American Real Estate Partners, L.P.
FOR IMMEDIATE RELEASE
---------------------
Contact: Information Agent:
Beacon Hill Partners, Inc.
(212) 843-8500
TENDER OFFER BY AFFILIATE OF
AMERICAN REAL ESTATE PARTNERS, L.P. EXTENDED
Mount Kisco, N.Y., July 17, 1998 - American Real Estate Partners, L.P. (NYSE:
ACP) announced today that its affiliate, Olympia Investors, L.P., a Delaware
limited partnership, has extended the expiration date of its offers (the
"Offers") to purchase up to approximately 15% of the outstanding Units in each
of Integrated Resources High Equity Partners, Series 85, ("HEP-85"), High Equity
Partners L.P. - Series 86 ("HEP-86") and High Equity Partners L.P. - Series 88
(the "HEP-88") to 12:00 midnight, New York City time, on Friday, July 24, 1998.
As of July 16, 1998, 30,340 Units in HEP-85, 30,446 Units in HEP-86, and 12,973
Units in HEP-88 had been tendered to the depositary pursuant to the Offers.
American Real Estate Partners, L.P. is a master limited partnership primarily
engaged in acquiring and managing real estate investments, with a primary focus
on office, retail, industrial, hotel and residential properties.
100 South Bedford Road Mount Kisco, NY 10549 914-242-7700 914-
242-9282 (Fax)
Amendment No. 3
to
Agreement
dated March 6, 1998
This Amendment No. 3 (the "Amendment"), dated as of July 16,
1998, amends the agreement, dated March 6, 1998 (the "Agreement") and as
amended by Amendment No.1 and Amendment No. 2 thereto, dated as of May 20, 1998
and June 29, 1998, respectively, by and among Presidio Capital Corp., a
corporation organized in the British Virgin Islands ("Presidio"), American Real
Estate Holdings, L.P., a Delaware limited partnership ("AREH"),
and Olympia Investors, L.P., a Delaware limited partnership ("Olympia").
Capitalized terms used herein and not otherwise defined will have the meanings
ascribed to them in the Agreement.
The parties agree as follows:
1. Notwithstanding anything in the Agreement to the
contrary, the Offers shall be extended until 5:00 p.m. on Friday, July 24,
1998.
2. All references in the Agreement and in Amendment
No. 1 and Amendment No. 2 to "the agreement" or "this agreement" shall
hereinafter be deemed to refer to the Agreement as amended by Amendment No. 1,
Amendment No. 2 and this Amendment. Except as expressly amended by Amendment
No. 1, Amendment No. 2 and hereby, the Agreement shall remain in full force and
effect as originally executed by the parties.
3. This Amendment may be executed in counterparts, each
of which shallbe considered an original, but both of which together shall
constitute the same instrument.
IN WITNESS WHEREOF, the undersigned have caused this Amendment
to be executed by their duly authorized representatives as of the date first
above written.
PRESIDIO CAPITAL CORP.
By: /s/ Allan B. Rothschild
--------------------
Allan B. Rothschild
Authorized Signatory
OLYMPIA INVESTORS, L.P.
By: Olympia-GP, Inc.
By: /s/ Martin L. Hirsch
Martin L. Hirsch, Vice President
AMERICAN REAL ESTATE HOLDINGS, L.P.
By: American Property Investors, Inc.
By: /s/ Martin L. Hirsch
Martin L. Hirsch, Vice President
