SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Integrated Resources High Equity Partners, Series 85,
a California Limited Partnership
(Name of Issuer)
Units of Limited Partnership Interest
(Title of Class of Securities)
(CUSIP Number)
Allan B. Rothschild, Esq.
411 West Putnam Avenue
Greenwich, CT 06830
(203) 862-7051
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
February 5, 1998
(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).
SCHEDULE 13D
CUSIP No. None
1 NAME OF REPORTING PERSONS
Millenium Funding Corp.
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(Intentionally Omitted)
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
NUMBER OF 7 SOLE VOTING POWER
SHARES None
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 92
EACH 9 SOLE DISPOSITIVE POWER
REPORTING None
PERSON WITH 10 SHARED DISPOSITIVE POWER
92
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
92 (But see Item 5 herein)
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*
CO
SCHEDULE 13D
CUSIP No. None
1 NAME OF REPORTING PERSONS
Millenium Funding II Corp.
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(Intentionally Omitted)
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
NUMBER OF 7 SOLE VOTING POWER
SHARES None
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 38,432
EACH 9 SOLE DISPOSITIVE POWER
REPORTING None
PERSON WITH 10 SHARED DISPOSITIVE POWER
38,432
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
38,432(But see Item 5 herein)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.6%
14 TYPE OF REPORTING PERSON*
CO
SCHEDULE 13D
CUSIP No. None
1 NAME OF REPORTING PERSONS
Presidio Capital Corp.
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(Intentionally Omitted)
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 Islands
NUMBER OF 7 SOLE VOTING POWER
SHARES None
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 38,524
EACH 9 SOLE DISPOSITIVE POWER
REPORTING None
PERSON WITH 10 SHARED DISPOSITIVE POWER
38,524
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
38,524 (But see Item 5 herein)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.6%
14 TYPE OF REPORTING PERSON*
HC
SCHEDULE 13D
CUSIP No. None
1 NAME OF REPORTING PERSONS
Presidio Holding Company, LLC
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(Intentionally Omitted)
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
NUMBER OF 7 SOLE VOTING POWER
SHARES None
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 38,524
EACH 9 SOLE DISPOSITIVE POWER
REPORTING None
PERSON WITH 10 SHARED DISPOSITIVE POWER
38,524
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
38,524 (But see Item 5 herein)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.6%
14 TYPE OF REPORTING PERSON*
HC
SCHEDULE 13D
CUSIP No. None
1 NAME OF REPORTING PERSONS
Northstar Presidio Management Company, LLC
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(Intentionally Omitted)
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
NUMBER OF 7 SOLE VOTING POWER
SHARES None
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 38,524
EACH 9 SOLE DISPOSITIVE POWER
REPORTING None
PERSON WITH 10 SHARED DISPOSITIVE POWER
38,524
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
38,524 (But see Item 5 herein)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.6%
14 TYPE OF REPORTING PERSON*
OO
SCHEDULE 13D
CUSIP No. None
1 NAME OF REPORTING PERSONS
Northstar Operating, LLC
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(Intentionally Omitted)
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
NUMBER OF 7 SOLE VOTING POWER
SHARES None
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 38,524
EACH 9 SOLE DISPOSITIVE POWER
REPORTING None
PERSON WITH 10 SHARED DISPOSITIVE POWER
38,524
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
38,524 (But see Item 5 herein)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.6%
14 TYPE OF REPORTING PERSON*
OO
SCHEDULE 13D
CUSIP No. None
1 NAME OF REPORTING PERSONS
Northstar Capital Partners, LLC
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(Intentionally Omitted)
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
NUMBER OF 7 SOLE VOTING POWER
SHARES None
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 38,524
EACH 9 SOLE DISPOSITIVE POWER
REPORTING None
PERSON WITH 10 SHARED DISPOSITIVE POWER
38,524
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
38,524 (But see Item 5 herein)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.6%
14 TYPE OF REPORTING PERSON*
OO
SCHEDULE 13D
CUSIP No. None
1 NAME OF REPORTING PERSONS
Northstar Capital Holdings I, LLC
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(Intentionally Omitted)
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
NUMBER OF 7 SOLE VOTING POWER
SHARES None
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 38,524
EACH 9 SOLE DISPOSITIVE POWER
REPORTING None
PERSON WITH 10 SHARED DISPOSITIVE POWER
38,524
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
38,524 (But see Item 5 herein)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.6%
14 TYPE OF REPORTING PERSON*
HC
SCHEDULE 13D
CUSIP No. None
1 NAME OF REPORTING PERSONS
David Hamamoto
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(Intentionally Omitted)
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
NUMBER OF 7 SOLE VOTING POWER
SHARES None
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 38,524
EACH 9 SOLE DISPOSITIVE POWER
REPORTING None
PERSON WITH 10 SHARED DISPOSITIVE POWER
38,524
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
38,524 (But see Item 5 herein)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.6%
14 TYPE OF REPORTING PERSON*
IN
SCHEDULE 13D
CUSIP No. None
1 NAME OF REPORTING PERSONS
W. Edward Scheetz
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(Intentionally Omitted)
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
NUMBER OF 7 SOLE VOTING POWER
SHARES None
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 38,524
EACH 9 SOLE DISPOSITIVE POWER
REPORTING None
PERSON WITH 10 SHARED DISPOSITIVE POWER
38,524
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
38,524 (But see Item 5 herein)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.6%
14 TYPE OF REPORTING PERSON*
IN
Schedule 13D
Item 2. Identity and Background.
Item 2 is amended in its entirety as follows:
This statement is being filed by Millenium Funding
Corp., a Delaware corporation ("MFC"), Millenium Funding II
Corp., a Delaware corporation ("MFC II"), Presidio Capital Corp.,
a British Virgin Islands corporation ("Presidio"), Presidio
Holding Company, LLC, a New York limited liability company
("PHC"), Northstar Presidio Management Company, LLC, a Delaware
limited liability company ("NP Management"), Northstar Operating,
LLC, a Delaware limited liability company ("Northstar"),
Northstar Capital Partners, LLC a Delaware limited liability
company ("NCP"), Northstar Capital Holdings I, LLC, a Delaware
limited liability company ("NCHI"), W. Edward Scheetz and David
Hamamoto (collectively, the "Reporting Persons"), with respect to
the Units beneficially owned by the Reporting Persons.
Each of MFC and MFC II is a direct or indirect wholly-
owned subsidiary of Presidio. The principal business and office
address of each of MFC and MFC II is 411 West Putnam Avenue
Greenwich, CT 06830, and of Presidio is c/o Hemisphere Management
Limited, 9 Church Street, Hamilton HM DX, Bermuda.
PHC, which holds approximately 67.7% of the outstanding
shares of Presidio, is a New York limited liability company whose
principal business and office address is 527 Madison Avenue, 17th
Floor, New York, New York 10022. The members of PHC are
Northstar, which holds a 99% interest in PHC, and Polaris
Operating, LLC ("Polaris"), which holds a 1% interest. Northstar
and Polaris also own 99% and 1%, respectively, of NP Management,
whose principal business and office address is 411 West Putnam
Avenue, Suite 270, Greenwich, Connecticut 06830.
Each of Northstar and Polaris is a Delaware limited
liability company whose principal business and office address is
527 Madison Avenue, 17th Floor, New York, New York 10022.
Polaris has two members, Northstar, which holds a 99% interest,
and Sextant Operating Corp., a Delaware corporation ("Sextant"),
which holds a 1% interest. The principal business and office
address of Sextant is 527 Madison Avenue, 17th Floor, New York,
New York 10022.
Northstar has two members, NCP, which holds a 99%
interest, and NCHI, which holds a 1% interest. Each of NCP and
NCHI is a Delaware limited liability company whose principal
business and office address is 527 Madison Avenue, 17th Floor,
New York, New York 10022. The members of NCP are NCHI, which
holds a 74.75% interest, and Northstar Capital Holdings II, LLC,
a Delaware limited liability company ("NCHII"), which holds a
25.25% interest. The principal business and office address of
NCHII is 527 Madison Avenue, 17th Floor, New York, New York
10022.
NCHI has two members, W. Edward Scheetz and David
Hamamoto, each of whom holds a 50% interest. Mr. Scheetz and Mr.
Hamamoto are each U.S. citizens whose business address is 527
Madison Avenue, 17th Floor, New York, New York 10022.
For certain information concerning the executive
officers and directors of MFC, MFC II, Presidio, PHC, NP
Management, Polaris, Sextant, Northstar, NCP, NCHI and NCHII, see
schedule 1. For certain information concerning Presidio, see
schedule 2.
None of the Reporting Persons nor, to the best of each
Reporting Person's knowledge, any person listed on schedule 1 has
during the last five years been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors)
or was a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or
finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is amended in its entirety as follows:
Presidio has contributed to the capital of MFC and MFC
II the aggregate amount of $3,106,987.51 required to fund the
acquisitions of all the Units acquired by MFC and MFC II, as well
as the expenses incurred in connection with the acquisitions and
all organization and operating costs of MFC and MFC II. Such
contributions have been made from Presidio's working capital.
Item 5. Interest in Securities of the Issuer.
Item 5 is amended in its entirety as follows:
The Reporting Persons own beneficially an aggregate of
9.6% of the outstanding Units (on the basis of 400,010 Units
outstanding). Set forth below is a summary for each Reporting
Person of its beneficial ownership of Units.
A. MFC
(a) Aggregate number of Units beneficially
owned: 92
Percentage: 0.0%
(b) 1. Sole power to vote or to direct vote: -0-
2. Shared power to vote or to direct vote:
92
3. Sole power to dispose or to direct the
disposition: -0-
4. Shared power to dispose or to direct the
disposition: 92
(c) There were no transactions by MFC during
the past 60 days.
(d) MFC may be deemed to have the right to
receive or the power to direct the receipt
of distribution from, or proceeds from the
sale of, the 92 Units.
(e) Not applicable.
B. MFC II
(a) Aggregate number of Units
beneficially owned: 38,432
Percentage: 9.6%
(b) 1. Sole power to vote or to direct vote: -0-
2. Shared power to vote or to direct vote:
38,432
3. Sole power to dispose or to direct the
disposition: -0-
4. Shared power to dispose or to direct the
disposition: 38,432
(c) There were no transactions by MFC II during
the past 60 days, other than as set forth
below in this item 5.
(d) MFC II may be deemed to have the right to
receive or the power to direct the receipt
of distribution from, or proceeds from
the sale of, the 38,432 Units
(e) Not applicable.
C. Presidio
(a) Aggregate number of Units
beneficially owned: 38,524
Percentage: 9.6%
(b) 1. Sole power to vote or to direct vote: -0-
2. Shared power to vote or to direct vote:
38,524
3. Sole power to dispose or to direct the
disposition: -0-
4. Shared power to dispose or to direct the
disposition: 38,524
(c) There were no transactions by Presidio
during the past 60 days, other than as
set forth in this item 5.
(d) Presidio may be deemed to have the right to
receive or the power to direct the receipt of
distributions from, or proceeds from the sale
of, the 38,524 Units.
(e) Not applicable.
D. PHC
(a) Aggregate number of Units
beneficially owned: 38,524
Percentage: 9.6%
(b) 1. Sole power to vote or to direct vote: -0-
2. Shared power to vote or to direct vote:
38,524
3. Sole power to dispose or to direct the
disposition: -0-
4. Shared power to dispose or to direct the
disposition: 38,524
(c) There were no transactions by PHC
during the past 60 days, other than as
set forth in this item 5.
(d) PHC may be deemed to have the right to
receive or the power to direct the receipt of
distributions from, or proceeds from the sale
of, the 38,524 Units.
(e) Not applicable.
E. NP Management
(a) Aggregate number of Units
beneficially owned: 38,524
Percentage: 9.6%
(b) 1. Sole power to vote or to direct vote: -0-
2. Shared power to vote or to direct vote:
38,524
3. Sole power to dispose or to direct the
disposition: -0-
4. Shared power to dispose or to direct the
disposition: 38,524
(c) There were no transactions by Presidio during
the past 60 days, other than as set forth
below in this item 5.
(d) Presidio may be deemed to have the right to
receive or the power to direct the receipt
of distribution from, or proceeds from
the sale of, the 38,524 Units
(e) Not applicable.
F. Northstar
(a) Aggregate number of Units
beneficially owned: 38,524
Percentage: 9.6%
(b) 1. Sole power to vote or to direct vote: -0-
2. Shared power to vote or to direct vote:
38,524
3. Sole power to dispose or to direct the
disposition: -0-
4. Shared power to dispose or to direct the
disposition: 38,524
(c) There were no transactions by Northstar during
the past 60 days, other than as set forth
below in this item 5.
(d) Northstar may be deemed to have the right to
receive or the power to direct the receipt
of distribution from, or proceeds from
the sale of, the 38,524 Units
(e) Not applicable.
G. NCP
(a) Aggregate number of Units
beneficially owned: 38,524
Percentage: 9.6%
(b) 1. Sole power to vote or to direct vote: -0-
2. Shared power to vote or to direct vote:
38,524
3. Sole power to dispose or to direct the
disposition: -0-
4. Shared power to dispose or to direct the
disposition: 38,524
(c) There were no transactions by NCP
during the past 60 days, other than as
set forth in this item 5.
(d) NCP may be deemed to have the right to
receive or the power to direct the receipt of
distributions from, or proceeds from the sale
of, the 38,524 Units.
(e) Not applicable.
H. NCHI
(a) Aggregate number of Units
beneficially owned: 38,524
Percentage: 9.6%
(b) 1. Sole power to vote or to direct vote: -0-
2. Shared power to vote or to direct vote:
38,524
3. Sole power to dispose or to direct the
disposition: -0-
4. Shared power to dispose or to direct the
disposition: 38,524
(c) There were no transactions by NCHI
during the past 60 days, other than as
set forth in this item 5.
(d) NCHI may be deemed to have the right to
receive or the power to direct the receipt of
distributions from, or proceeds from the sale
of, the 38,524 Units.
(e) Not applicable.
I. W. Edward Scheetz
(a) Aggregate number of Units
beneficially owned: 38,524
Percentage: 9.6%
(b) 1. Sole power to vote or to direct vote: -0-
2. Shared power to vote or to direct vote:
38,524
3. Sole power to dispose or to direct the
disposition: -0-
4. Shared power to dispose or to direct the
disposition: 38,524
(c) There were no transactions by W. Edward Scheetz
during the past 60 days, other than as
set forth in this item 5.
(d) W. Edward Scheetz may be deemed to have the right
to receive or the power to direct the receipt of
distributions from, or proceeds from the sale
of, the 38,524 Units.
(e) Not applicable.
J. David Hamamoto
(a) Aggregate number of Units
beneficially owned: 38,524
Percentage: 9.6%
(b) 1. Sole power to vote or to direct vote: -0-
2. Shared power to vote or to direct vote:
38,524
3. Sole power to dispose or to direct the
disposition: -0-
4. Shared power to dispose or to direct the
disposition: 38,524
(c) There were no transactions by David Hamamoto
during the past 60 days, other than as
set forth in this item 5.
(d) David Hamamoto may be deemed to have the right to
receive or the power to direct the receipt of
distributions from, or proceeds from the sale
of, the 38,524 Units.
(e) Not applicable.
MFC II purchased 20 Units for $1,760.00 on December 12,
1997 (i.e., $88.00 per Unit) and 40 Units for $3,560.00 on
January 2, 1998 (i.e., $89.00 per Unit) from the American
Partnership Board in brokerage transactions effected by Trust Co.
of America. Also on January 2, 1998, MFC II purchased 260 Units
for $22,880.00 (i.e., $88.00 per Unit) in a brokerage transaction
effected by North Coast Securities Corporation and 112 Units for
$9,413.60 (i.e., $84.05 per Unit) in a brokerage transaction
effected by DCC Securities Corp. On January 9,1998, MFC II
purchased 206 Units for $17,419.88 (i.e., $84.56 per Unit) in a
brokerage transaction also effected by DCC Securities Corp. and
also purchased 200 Units for $17,800.00 and 40 Units for
$3,560.00 (i.e., $89.00 per Unit) from the American Partnership
Board in brokerage transactions effected by Trust Co. of America.
On January 26, 1998, MFC II purchased 17 Units for $1,427.87
(i.e., $83.99 per Unit) in a brokerage transaction effected by
North Coast Securities Corporation and on January 28, 1998,
purchased 261 Units for $22,070.81 and 186 Units for $15,728.63
(i.e., $84.56 per Unit) in brokerage transactions effected by DCC
Securities Corp. On February 2, 1998, MFC II purchased 40 Units
for $3,400.00 (i.e., $85.00 per Unit) and 100 Units for $8,604.00
(i.e., $86.04 per Unit) from the American Partnership Board in
brokerage transactions effected by Trust Co. of America. In a
private transaction consummated on February 5, 1998, MFC II
purchased 11,317 Units from Baupost Group Securities, L.L.C. for
$1,244,870.00 (i.e., $110.00 per Unit). Finally, on February 11,
1998, MFC II purchased 193 Units for $16,320.56 (i.e., $84.56 per
Unit) in a brokerage transaction effected by DCC Securities Corp.
Item 7. Material to be Filed as Exhibits.
1. Exhibit I - Agreement pursuant to Rule 13d-
(f)(1)(iii), filed herewith
SCHEDULE 1
INFORMATION WITH RESPECT TO
THE EXECUTIVE OFFICERS AND DIRECTORS OF
MFC, MFC II, PRESIDIO, PHC, NP MANAGEMENT,
POLARIS, SEXTANT, NORTHSTAR, NCP, NCHI AND NCHII
Set forth below is the name and present principal
occupation of each director and executive officer of MFC, MFC II,
Presidio, PHC, NP Management, Polaris, Sextant, Northstar, NCP,
NCHI and NCHII. Each person listed below is a citizen of the
United States, and his current business address is 527 Madison
Avenue, 17th Floor, New York, New York 10022, except for Allan B.
Rothschild and Lawrence R. Schachter, whose current business
address is 411 West Putnam Avenue, Greenwich, Connecticut 06830.
Richard Sabella has been president and a director of
each of MFC, MFC II and Presidio since November 1997. In
addition, Mr. Sabella has been president and chief executive
officer of PHC and NP Management and secretary of Polaris,
Sextant, Northstar, NCP and NCHI since November 1997.
Previously, Mr. Sabella had been the head of real estate and a
partner at the law firm of Cahill, Gordon & Reindel. Mr. Sabella
has also been associated with the law firms of Milgrim,
Thomajian, Jacobs & Lee, P.C. and Cravath, Swaine & Moore.
David King has been executive vice president, assistant
treasurer and a director of each of MFC, MFC II and Presidio
since November 1997. In addition, Mr. King has been chief
operating officer of PHC, NP Management, Polaris, Sextant,
Northstar, NCP and NCHI since November 1997. Previously, Mr.
King had been a senior vice president of finance at Olympia &
York Companies (USA). Prior to joining Olympia & York, Mr. King
worked for Bankers Trust Company in its real estate finance
group.
Adam Anhang has been a vice president of each of MFC,
MFC II and Presidio since November 1997. Previously, Mr. Anhang
had worked for the Athena Group's Russia and Former Soviet Union
development team since 1996. Mr. Anhang graduated from the
University of Pennsylvania's Wharton School of Business with a
B.S. in economics with concentrations in finance and real estate.
Charles Humber has been a vice president of each of
MFC, MFC II and Presidio since November 1997. Previously, Mr.
Humber had worked for the Real Estate Investment Banking Group of
Merrill Lynch & Co. Inc. since 1996. Mr. Humber graduated from
Brown University with a B.A. in international relations and
organizational behavior and management.
Marc Gordon has been a vice president of each of MFC,
MFC II and Presidio since November 1997. Previously, Mr. Gordon
had been a vice president in the Real Estate Investment Banking
Group at Merrill Lynch & Co. Inc., where he executed corporate
finance and strategic transactions for public and private real
estate ownership companies, including REIT's, real estate service
companies, and real estate intensive operating companies. Prior
to joining Merrill Lynch, Mr. Gordon was in the Real Estate and
Banking Group at the law firm of Irell & Manella. Mr. Gordon
graduated from Dartmouth College with an A.B. in economics and
also holds a J.D. from the UCLA School of Law.
Kevin Reardon has been a vice president of each of MFC,
MFC II and Presidio since November, 1997. In addition, Mr.
Reardon has been chief financial officer of PHC, NP Management,
Polaris, Sextant, Northstar, NCP and NCHI, and the sole director
of Sextant, since November 1997. Previously, Mr. Reardon had
held the position of controller at Lazard Freres & Co. LLC Real
Estate Investors since 1996. Prior to joining Lazard Freres, Mr.
Reardon was the Director of Finance in charge of European
expansion at the law firm of Dewey Ballantine LLP from 1993 to
1996. Mr. Reardon, who is a certified public accountant,
graduated from Fordham University with a B.S. in accounting.
Gregory Peck has been assistant secretary of each of
MFC, MFC II and Presidio since November 1997. Previously, Mr.
Peck had worked for Morgan Stanley Realty Estate Funds and Morgan
Stanley & Co. Inc.'s Real Estate Investment Banking group from
1996 to 1997. Prior to joining Morgan Stanley, Mr. Peck worked
for Lazard Freres & Co. LLC in the Real Estate Investment Banking
group from 1994 to 1996. Mr. Peck graduated from Columbia
College with an A.B. in mathematics and A.B. in economics.
Allan B. Rothschild has been an executive vice
president and the general counsel of each of MFC, MFC II and
Presidio since November 1997. Previously, Mr. Rothschild had
been senior vice president and general counsel of Newkirk Limited
Partnership, where he managed a large portfolio of net-leased
real estate assets. Prior to joining Newkirk, Mr. Rothschild was
associated with the law firm of Proskauer Rose LLP in its real
estate group.
Lawrence R. Schachter has been senior vice president
and chief financial officer of each of MFC, MFC II and Presidio
since January 1998. Previously, Mr. Schacter had held the
position of Controller at CB Commercial/Hampshire, LLC since
1996. Prior to that, Mr. Schachter was Controller at Goodrich
Associates in 1996, and at Greenthal/Harlan Realty Services Co.
from 1992 to 1995. Mr. Schachter, who is a certified public
accountant, graduated from Miami University (Ohio).
W. Edward Scheetz co-founded NCP in July 1997 and has
been a director of each of MFC, MFC II and Presidio since
November 1997. In addition, Mr. Scheetz has been an executive
vice president of PHC, NP Management, Polaris, Sextant,
Northstar, NCP and NCHI since November 1997. Previously, Mr.
Scheetz had been a partner at Apollo Real Estate Advisors L.P.
since 1993. From 1989 to 1993, Mr. Scheetz was a principal with
Trammell Crow Ventures.
David Hamamoto co-founded NCP in July 1997 and has been
a director of each of MFC, MFC II and Presidio since November
1997. In addition, Mr. Hamamoto has been an executive vice
president of PHC, NP Management, Polaris, Sextant, Northstar, NCP
and NCHI since November 1997. Previously, Mr. Hamamoto had been
a partner and co-head of the Real Estate Principal Investment
Area at Goldman, Sachs & Co., where he initiated the effort to
build a real estate principal investment business in 1988 under
the auspices of the Whitehall Funds.
Schedule 2
INFORMATION ABOUT PRESIDIO
Set forth below is certain information about Presidio.
1. HEP is one of a series of three public
partnerships (the "HEP Partnerships") that invested in
unleveraged commercial real estate in the period 1985-1989.
Subsidiaries of Presidio serve as general partners and hold a
5.0% interest in each of the HEP Partnerships.
2. The HEP Partnerships and their general partners
are subject to a class action lawsuit alleging, among other
things, that the general partners caused a waste of the HEP
Partnerships' assets by collecting management fees in lieu of
pursuing a strategy to maximize the value of the investments
owned by the limited partners; that the general partners breached
their duty of loyalty and due care to the limited partners by
expropriating management fees without trying to run the HEP
Partnerships for the purposes for which they are intended; that
the general partners are acting improperly to enrich themselves
in their position of control over the HEP Partnerships and that
their actions prevent non-affiliated entities from making and
completing tender offers to purchase outstanding units of limited
partnership interest; that by refusing to seek the sale of the
HEP Partnerships' properties, the general partners have
diminished the value of the limited partners' equity in the HEP
Partnerships; that the general partners have taken heavily
overvalued partnership asset management fees; and that units of
limited partnership interest were sold and marketed through the
use of false and misleading statements. The HEP Partnerships and
their general partners believe that each of the claims asserted
is meritless and intend to continue vigorously to defend the
action.
3. Presidio and its subsidiaries are managed by
Northstar Presidio Management Company, LLC ("NP Management")
pursuant to a management agreement dated as of November 4, 1997
(the "Presidio Management Agreement"). Under the Presidio
Management Agreement, NP Management oversees the day-to-day
management of Presidio, and has full discretion and authority,
without the need for any subsequent approval of the board of
directors or shareholders of Presidio, or any subsidiary, except
as expressly required by Presidio's limited liability company
operating agreement, or otherwise required by law, to manage
Presidio's assets in such manner as NP Management considers
appropriate, subject to certain restrictions. Presidio has
agreed to pay NP Management a monthly fee of $100,000 in
consideration for its services under the Presidio Management
Agreement. NP Management is required to render its management
services at its own expense. Presidio is responsible for all
other expenses relating to its assets, including, without
limitation, services of attorneys, accountants, consultants and
other third party professionals, and other operating expenses,
and must periodically reimburse NP Management for any such
expenses advanced by NP Management.
Under the Presidio Management Agreement, Presidio has
agreed to indemnify NP Management and its affiliates and their
respective officers, directors, partners, employees and agents
(including, without limitation, persons serving as officers of
Presidio) from losses, provided, among other things, that such
losses resulted from (i) a mistake of judgment or action or
inaction taken by such person in connection with NP Management's
duties under the Presidio Management Agreement honestly and in
good faith that such person reasonably believed to be in the best
interest of Presidio or (ii) the negligence, dishonesty or bad
faith of any agent selected by such person with reasonable care
on behalf of Presidio.
4. Presidio and two of its non-U.S. subsidiaries,
Presidio GP Corp. and Presidio LP Corp. (collectively, the "BVI
Group"), have each entered into administration agreements (the
"Hemisphere Administration Agreements") with Hemisphere, pursuant
to which Hemisphere acts as the BVI Group's offshore
administrator. Pursuant to the Hemisphere Administration
Agreements, Hemisphere shall, among other things, (i) provide
office facilities, personnel and accommodations required by the
BVI Group in the Cayman Islands, (ii) communicate with
shareholders and the general public on the BVI Group's behalf,
(iii) maintain corporate books and records and a shareholder
register, (iv) call and hold all meetings of shareholders and
directors, (v) disburse all necessary payments on behalf of the
BVI Group and (vi) accept subscriptions for shares and make
redemptions and repurchases of shares, in each case subject to
the provisions of the Memorandum and Articles of the respective
companies within the BVI Group and under the supervision of their
respective directors and officers. In consideration for such
services, Hemisphere receives a fee of $36,000 per annum from
Presidio and $4,000 from each of Presidio GP Corp. and Presidio
LP Corp. (subject to annual review and reduction in certain
circumstances) and reimbursement of its out-of-pocket
expenditures. The Hemisphere Administration Agreements are
effective for successive one-year terms, unless and until
terminated by either party on 30 days' written notice to the
other party, or upon written notice of the occurrence of any
breach and a failure to cure such breach within 10 days
thereafter.
5. The following table sets forth certain information
known to Presidio with respect to beneficial ownership of the
Class A Common Shares of Presidio ("Class A Shares") as of
January 31, 1998 (unless otherwise noted), based on 9,997,255
Class A Shares outstanding on such date, by: (i) each person who
beneficially owns 5% or more of the Class A Shares, (ii) the
executive officers of Presidio, (iii) each of Presidio's
directors and (iv) all directors and executive officers as a
group:
Beneficial Ownership
Name and Address Amount and Nature of Percentage
of Beneficial Owner Beneficial Ownership of Class
5% Holders:
Angelo Gordon & Co., L.P. 1,303,760 13.04%
and affiliates(1)
Marvin H. Davidson(2) 792,829 7.93%
Thomas L. Kempner(2) 793,901 7.94%
Stephen M. Dowicz(2) 792,829 7.93%
Scott E. Davidson(2) 792,829 7.93%
Michael J. Leffell(2) 792,829 7.93%
Stonehill Partners, L.P.
and affiliates(3) 517,868 5.18%
Presidio Holding Company,
LLC(3) 6,770,656 67.73%
Directors and Officers:
Adam Anhang(4) 0 0%
Marc Gordon(4) 0 0%
David Hamamoto(4)(5) 6,770,656 67.73%
Charles Humber(4) 0 0%
David King(4) 0 0%
Gregory Peck(4) 0 0%
Kevin Reardon(4) 0 0%
Allan Rothschild(4) 0 0%
Richard J. Sabella(4)(6) 200,313 2.00%
Lawrence Schachter(4) 0 0%
W. Edward Scheetz(4)(5) 6,770,656 67.73%
Directors and Officers
as a group: 6,970,969 69.73%
(1) Includes 4,300 shares reported to be beneficially owned by
John M. Angelo and 4,162 shares reported to be beneficially
owned by Michael L. Gordon. Angelo, Gordon & Co. L.P. and
Messrs. Angelo and Gordon reported this information as a
group on a Schedule 13D filed by such persons on December
15, 1997.
(2) These persons reported shared voting and dispositive power
of their Shares. Does not include the following shares, as
to which sole voting and dispositive power was reported:
217,171 shares reported to be beneficially owned by Davidson
Kempner Partners, 395,015 shares reported to be beneficially
owned by Davidson Kempner Institutional Partners, L.P.,
137,094 shares reported to be beneficially owned by Davidson
Kempner Endowment Partners, 354,265 shares reported to be
beneficially owned by MHD Management Co., 12,049 shares
reported to be beneficially owned by M.H. Davidson & Co.,
395,015 shares reported to be beneficially owned by Davidson
Kempner Advisers Inc., 272 shares reported to be
beneficially owned by Thomas L. Kempner Foundation Inc.,
31,500 shares reported to be beneficially owned by Davidson
Kempner International, Ltd., 200 shares reported to be
beneficially owned by Thomas Kempner and Thomas L. Kempner,
Jr. Trustees U/A/D 10/31/83 FBO Thomas Nathaniel Kempner,
300 shares reported to be beneficially owned by Sexton
Freund 1984 Family Trust, and 31,500 shares reported to be
beneficially owned by Davidson Kempner International
Advisors, L.L.C. These persons reported such beneficial
ownership on a Schedule 13D filed by such persons on
December 3, 1997.
(3) Includes 282,139 shares reported to be beneficially owned by
Stonehill Partners, L.P., 111,521 shares reported to be
beneficially owned by Stonehill Offshore Partners Limited,
511 shares reported to be beneficially owned by John A.
Motulsky and 123,697 shares reported to be beneficially
owned by Stonehill Institutional Partners, L.P. These
persons reported as a group on a Schedule 13D filed January
2, 1998.
(4) The business address for such person is 527 Madison Avenue,
17th Floor, New York, New York 10022.
(5) All of Mr. Scheetz's and Mr. Hamamoto's shares are owned
beneficially through PHC, in which each individual holds a
50% interest.
(6) Under his employment agreement, Mr. Sabella was granted
options to purchase up to 2% of the shares of the Company at
$25 or $30, adjusted to reflect capital share changes, which
options vest ratably over a 24 month period and may be taken
instead by a cash payment equivalent to the difference
between the option price and the fair market value of the
shares. None of the options has been exercised.
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 is
true, complete and correct.
Dated: February 18, 1998
MILLENIUM FUNDING CORP.
By: /s/Allan B. Rothschild
Name: Allan B. Rothschild
Title: Authorized Signatory
MILLENIUM FUNDING II CORP.
By: /s/Allan B. Rothschild
Name: Allan B. Rothschild
Title: Authorized Signatory
PRESIDIO CAPITAL CORP.
By: /s/Allan B. Rothschild
Name: Allan B. Rothschild
Title: Authorized Signatory
PRESIDIO HOLDING COMPANY, LLC
By: /s/Allan B. Rothschild
Name: Allan B. Rothschild
Title: Authorized Signatory
NORTHSTAR PRESIDIO MANAGEMENT
COMPANY
By: /s/Allan B. Rothschild
Name: Allan B. Rothschild
Title: Authorized Signatory
NORTHSTAR OPERATING, LLC
By: /s/Allan B. Rothschild
Name: Allan B. Rothschild
Title: Authorized Signatory
NORTHSTAR CAPITAL PARTNERS, LLC
By: /s/Allan B. Rothschild
Name: Allan B. Rothschild
Title: Authorized Signatory
NORTHSTAR CAPITAL HOLDINGS I, LLC
By: /s/Allan B. Rothschild
Name: Allan B. Rothschild
Title: Authorized Signatory
/s/ W. Edward Scheetz
W. Edward Scheetz
/s/ David Hamamoto
David Hamamoto
EXHIBIT INDEX
1. Exhibit I - Agreement pursuant to Rule 13d-
1(f)(1)(iii), filed herewith
EXHIBIT I
Pursuant to Rule 13d-1(f)(1)(iii) of Regulation 13D-G of the
General Rules and Regulations of the Securities and Exchange
Commission under the Securities Exchange Act of 1934, as amended,
the undersigned agree that the statement to which this Exhibit is
attached is filed on behalf of each of them in the capacities set
forth below.
MILLENIUM FUNDING CORP.
By: /s/Allan B. Rothschild
Name: Allan B. Rothschild
Title: Authorized Signatory
MILLENIUM FUNDING II CORP.
By: /s/Allan B. Rothschild
Name: Allan B. Rothschild
Title: Authorized Signatory
PRESIDIO CAPITAL CORP.
By: /s/Allan B. Rothschild
Name: Allan B. Rothschild
Title: Authorized Signatory
PRESIDIO HOLDING COMPANY, LLC
By: /s/Allan B. Rothschild
Name: Allan B. Rothschild
Title: Authorized Signatory
NORTHSTAR PRESIDIO MANAGEMENT
COMPANY, LLC
By: /s/Allan B. Rothschild
Name: Allan B. Rothschild
Title: Authorized Signatory
NORTHSTAR OPERATING, LLC
By: /s/Allan B. Rothschild
Name: Allan B. Rothschild
Title: Authorized Signatory
NORTHSTAR CAPITAL PARTNERS, LLC
By: /s/Allan B. Rothschild
Name: Allan B. Rothschild
Title: Authorized Signatory
NORTHSTAR CAPITAL HOLDINGS I, LLC
By: /s/Allan B. Rothschild
Name: Allan B. Rothschild
Title: Authorized Signatory
/s/ W. Edward Scheetz
W. Edward Scheetz
/s/ David Hamamoto
David Hamamoto
