----------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------
Schedule 14D-9
Solicitation/Recommendation Statement
Pursuant to Section 14(d)(4) of the
Securities Exchange Act of 1934
Integrated Resources High Equity Partners, Series 85,
A California Limited Partnership
- --------------------------------------------------------------------------------
(Name of Subject Company)
Integrated Resources High Equity Partners, Series 85,
A California Limited Partnership
- --------------------------------------------------------------------------------
(Name of Person Filing Statement)
Units of Limited Partnership Interest
- --------------------------------------------------------------------------------
(Title of Class of Securities)
None
- --------------------------------------------------------------------------------
(CUSIP Number of Class of Securities)
Michael Ashner
Resources High Equity, Inc.
100 Jericho Quadrangle
Jericho, New York 11753
(516) 822-0022
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications
on Behalf of the Person(s) filing Statement)
Copy to:
David J. Heymann, Esq.
Post & Heymann, LLP
100 Jericho Quadrangle
Jericho, New York 11753
(516) 681-3636
- --------------------------------------------------------------------------------
1
<PAGE>
Item 1. Security and Subject Company
The name of the subject partnership is Integrated Resources High Equity
Partners, Series 85, A California Limited Partnership (the "Partnership"), and
the address of its principal executive offices is 5 Cambridge Center, 9th Floor,
Cambridge, Massachusetts 02142. The title of the class of equity securities to
which this Statement relates is Units of Limited Partnership Interest of the
Partnership ("Units").
Item 2. Tender Offer of the Bidder
This Statement relates to the tender offer of Millennium Funding II LLC
(the "Purchaser"), a Delaware limited liability company, to purchase up to
26,936 outstanding Units at a purchase price of $114.60 per Unit, pursuant to
the terms and conditions of an Offer to Purchase dated November 24, 1999, and
the related Letter of Transmittal (together, the "Offer"). The Offer is being
made pursuant to a tender offer statement on Schedule 14D-1 dated November 24,
1999.
The address of the executive offices of the Purchaser is 527 Madison
Avenue, New York, New York 10022.
Item 3. Identity and Background
(a) The name and business address of the Partnership, which is the person
filing this Statement, are set forth in Item 1 above.
(b) The Purchaser is wholly owned by Presidio Capital Investment Company,
LLC ("Presidio"). Presidio also indirectly controls the general partners of the
Partnership (collectively the "General Partner").
Certain Relationships. The Partnership has a property management services
agreement with Resources Supervisory Management Corp. ("Resources Supervisory"),
an affiliate of the General Partner, to perform certain functions relating to
the management of the properties of the Partnership. Portions of the property
management fees were paid to unaffiliated management companies which are engaged
for the purpose of performing the management functions for certain properties.
For 1998, 1997, and 1996, and for the first nine months of 1999, Resources
Supervisory received an aggregate of $371,144, $350,490, $327,759, and $223,707,
respectively, of which $212,371, $196,300, $191,956 and $169,701 was paid to
unaffiliated management companies, respectively.
Resources High Equity, Inc., the Partnership's managing general partner,
received reimbursement of expenses of $150,000 per year for the administration
of the Partnership for each of 1998, 1997 and 1996, and $112,500 for the first
nine months of 1999. Another affiliate of the General Partner was reimbursed for
$102,007 of expenses during 1998 and $76,500 of expenses during the first nine
months of 1999.
The Partnership's managing general partner receives a partnership asset
management fee for managing the affairs of the Partnership which, prior to the
effectiveness of recent amendments to the Partnership Agreement, was equal to
1.05% of the invested assets (as defined in the Partnership Agreement). Under
this method of calculation, the Partnership's managing general partner received
a partnership asset management fee of $887,329, $908,172, and $908,172,
respectively, for 1998, 1997 and 1996. As a result of the recent amendments to
the Partnership Agreement, the Partnership's managing general partner is now
entitled to a
2
<PAGE>
partnership asset management fee which is equal to 1.25% of the gross asset
value of the assets of the Partnership, as determined by an independent
appraiser of national reputation selected by the General Partner. The recently
enacted amendments provide that for 1999 the managing general partner will be
paid an asset management fee of $418,769.
The General Partner was allocated 5% of the net income (losses) of the
Partnership which in the aggregate, amounted to $146,561, $106,733, $106,736 and
$141,354, for 1998, 1997 and 1996 and the first nine months of 1999,
respectively, and received $79,160, $75,160, $50,528, and $39,580, respectively,
as its 5% share of distributions for those periods.
A conflict of interest exists for the General Partner between continuing
the Partnership and receiving the fees described above and liquidating the
Partnership.
The recently enacted amendments also fix the amount the General Partner
must pay to the Partnership on liquidation at $3,912,950. This amount is reduced
by 10% for each full calendar year after 1998 (prorated for any calendar year in
which the Partnership is liquidated on a day of the year which is not December
31) in which the Partnership is not liquidated and will be eliminated if the
Partnership has not been liquidated by the end of 2008. The obligation will also
be eliminated if the Partnership is reorganized into a publicly-traded entity.
Presidio Capital Corp., an affiliate of the Purchaser and of the General
Partner, has guaranteed the General Partner's obligation to pay to the
Partnership such amounts described above upon the liquidation of the
Partnership. A conflict of interest exists for the General Partner between
continuing the Partnership and reducing the amount they would be required to pay
the Partnership upon liquidation as described above and liquidating the
Partnership.
The Partnership Agreement provides for the indemnification of the General
Partner and its affiliates in certain circumstances. Through September 1999 the
Partnership reimbursed the General Partner for $1,034,510 of costs it incurred
in defending and preparing the settlement materials in respect of the class
action and derivative litigation involving the Partnership referred to in Item
4.
Item 4. The Solicitation or Recommendation
Because the Purchaser is an affiliate of the General Partner, the
Partnership is making no recommendation and is remaining neutral as to whether
Unitholders should tender their Units pursuant to the Offer.
3
<PAGE>
Item 5. Persons Retained, Employed or to be Compensated
None.
Item 6. Recent Transfers and Intent with Respect to Securities
On November 10, 1999, an affiliate of the Purchaser acquired 3,351 Units
from Everest Properties II LLC and its affiliates for $131.61 per Unit. None of
the foregoing Units will be tendered in the Offer.
Item 7. Certain Negotiations and Transactions by the Subject Company
None.
Item 8. Additional Information to be Furnished
The Offer is being made pursuant to a court-approved settlement of a class
action and derivative litigation involving the Partnership (the "Action").
The Action was brought by certain limited partners in the Partnership as
well as High Equity Partners L.P. - Series 86 and High Equity Partners L.P. -
Series 88 (the "HEP Partnerships"). The complaint in the Action alleged, among
other things, various state law class and derivative claims against the General
Partner, the general partners of the other HEP Partnerships and certain related
parties, including claims for breach of fiduciary duty; breach of contract;
unfair and fraudulent business practices; negligence; dissolution, accounting,
receivership and removal of general partners; fraud; and negligent
misrepresentation. The General Partner and the other defendants in the action at
all times considered the action to be without merit and vigorously defended the
action.
In January 1999 the parties agreed to the terms of a settlement (the
"Settlement"). Following a hearing held on April 29, 1999, the California
Superior Court approved the Settlement and all of the transactions contemplated
thereby and found them to be fair, reasonable and adequate and in the best
interest of the settlement class and the Partnership. On August 1999, the
Settlement was consummated following the approval of amendments to the
Partnership Agreement. The Settlement required the General Partner to cause the
Offer to be made and also requires the General Partner to use its best efforts
to reorganize the Partnership into a real estate investment trust or other
entity whose shares are listed on a national securities exchange or on the
NASDAQ National Market System. The reorganization will only occur if it is
approved by the holders of a majority of the Units.
4
<PAGE>
Item 9. Material to be Filed as Exhibits
The following Exhibits are filed herewith:
Exhibit (a)(i) Cover Letter to Unitholders from the Partnership dated
November 24, 1999.
Exhibit (b) None.
Exhibit (c) None
5
<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.
INTEGRATED RESOURCES HIGH EQUITY
PARTNERS, SERIES 85, A CALIFORNIA LIMITED
PARTNERSHIP
By: Resources High Equity, Inc.
Managing General Partner
Date: November 24, 1999 By: /s/ Michael Ashner
Michael Ashner, President
6
Exhibit (a)(i)
INTEGRATED RESOURCES HIGH EQUITY PARTNERS, SERIES 85,
A CALIFORNIA LIMITED PARTNERSHIP
5 Cambridge Center, 9th Floor
Cambridge, Massachusetts 02142
(888) 448-5554
November 24, 1999
Dear Limited Partner:
Please be advised that the general partners of Integrated Resources High Equity
Partners, Series 85, A California Limited Partnership (the "Partnership") are
affiliated with Millennium Funding II LLC, the entity making an offer to
purchase up to 26,936 units of limited partnership interest in the Partnership.
As a result of this affiliation, the Partnership is making no recommendation and
is remaining neutral as to whether limited partners should tender their units
pursuant to the Offer.
We are enclosing for your information a copy of the Schedule 14D-9 which we have
filed with the Securities and Exchange Commission which sets forth more detailed
information. If you have any questions or would like further information, please
contact us at (800) 223-2064.
Sincerely,
INTEGRATED RESOURCES HIGH EQUITY
PARTNERS, SERIES 85, A CALIFORNIA
LIMITED PARTNERSHIP
