UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 1)*
Under the Securities Exchange Act of 1934
Integrated Resources High Equity Partners, Series 85
(Name of Issuer)
Units of Limited Partnership Interest
(Title of Class of Securities)
None
(CUSIP Number)
Bonnie D. Podolsky, Esq.
Gordon Altman Butowsky Weitzen Shalov & Wein
114 West 47th Street, 20th Floor
New York, New York 10036
(212) 626-0800
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
December 21, 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).
<PAGE>
SCHEDULE 13D
CUSIP No. None
1 NAME OF REPORTING PERSON
Olympia Investors, L.P.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF;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
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
15,421 Units
8 SHARED VOTING POWER
9 SOLE DISPOSITIVE POWER
15,421 Units
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,421 Units
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.86%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
SCHEDULE 13D
CUSIP No. None
1 NAME OF REPORTING PERSON
Olympia-GP, Inc.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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
ITEMS 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
15,421 Units
8 SHARED VOTING POWER
9 SOLE DISPOSITIVE POWER
15,421 Units
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,421 Units
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.86%
14 TYPE OF REPORTING PERSON*
CO
<PAGE>
SCHEDULE 13D
CUSIP No. None
1 NAME OF REPORTING PERSON American Real Estate Holdings, L.P.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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
ITEMS 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
15,421 Units
8 SHARED VOTING POWER
9 SOLE DISPOSITIVE POWER
15,421 Units
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,421 Units
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.86%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
SCHEDULE 13D
CUSIP No. None
1 NAME OF REPORTING PERSON American Property Investors, Inc.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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
ITEMS 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
15,421 Units
8 SHARED VOTING POWER
9 SOLE DISPOSITIVE POWER
15,421 Units
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,421 Units
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.86%
14 TYPE OF REPORTING PERSON*
CO
SCHEDULE 13D
CUSIP No. None
1 NAME OF REPORTING PERSON
Longacre Corp.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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
ITEMS 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
1,657 Units
8 SHARED VOTING POWER
9 SOLE DISPOSITIVE POWER
1,657 Units
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,657 Units
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.41%
14 TYPE OF REPORTING PERSON*
CO
<PAGE>
SCHEDULE 13D
CUSIP No. None
1 NAME OF REPORTING PERSON
Carl C. Icahn
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
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 of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
8 SHARED VOTING POWER
17,078 Units **
9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
17,078 Units **
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,078 Units **
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.27% **
14 TYPE OF REPORTING PERSON*
IN
** Includes Units owned by Longacre Corp., a Delaware corporation wholly-
owned by Carl C. Icahn.
AMENDMENT NO. 1 to SCHEDULE 13D
This Amendment No. 1 amends certain information contained in the Schedule
13D filed on August 5, 1998 by Olympia Investors, L.P. ("Olympia"), Olympia-GP,
Inc., American Real Estate Holdings L.P. ("AREH"), American Property Investors,
Inc., Longacre Corp. and Carl C. Icahn (collectively, the "Reporting Persons"),
with respect to units of limited partnership interest ("Units") in Integrated
Resources High Equity Partners, Series 85 (the "Issuer").
ITEM 4. PURPOSE OF TRANSACTION
On December 21, 1998, Olympia sold 15,421 Units in the Issuer to Millenium
Funding II Corp. for an aggregate purchase price of $1,570,937.27 pursuant to
the terms of the Agreement dated March 6, 1998, among Olympia, AREH and Presidio
Capital Corp. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5(a) is hereby amended to add the following:
As of December 21, 1998, after giving effect to the sale transaction
described in Item 4 above, the Reporting Persons beneficially owned 17,078 Units
in the Issuer, representing approximately 4.27% of the Issuer's outstanding
Units (based upon the 400,010 Units stated to be outstanding by the Issuer in
its Form 10-Q filed with the Securities and Exchange Commission on November 16,
1998).
Item 5(c) is hereby amended to add the following:
The information set forth in Item 4 above is hereby incorporated by
reference herein.
Item 5(e) is hereby amended to add the following:
On December 21, 1998, the Reporting Persons ceased to be the beneficial
owner of more than five percent of the Units.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
The information set forth in Item 4 above is hereby
incorporated by reference herein.
12/22/98;6:00 pm
31160/1100/SS/185047.1
<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: December 23, 1998
OLYMPIA INVESTORS, L.P.
By: Olympia-GP, Inc., general partner
By: /S/ HENRY J. GERARD
Name: Henry J. Gerard
Title: Vice President
OLYMPIA, GP, INC.
By: /S/ HENRY J. GERARD
Name: Henry J. Gerard
Title: Vice President
AMERICAN REAL ESTATE HOLDINGS, L.P.
BY: American Property Investors, Inc., general partner
By: /S/ JOHN P. SALDARELLI
Name: John P. Saldarelli
Title: Vice President
AMERICAN PROPERTY INVESTORS, INC.
By: /S/ JOHN P. SALDARELLI
Name: John P. Saldarelli
Title: Vice President
LONGACRE CORP.
By: /S/ ROBERT J. MITCHELL
Name: Robert J. Mitchell
Title: Vice President
CARL C. ICAHN
By: /S/ THEODORE ALTMAN
Theodore Altman, Attorney-In-Fact
[Signature Page to Amendment No. 1 to Schedule 13D re:
Integrated Resources High Equity Partners, Series 85]
