HIGH EQUITY PARTNERS L P SERIES 86
10-Q, 1997-08-18
REAL ESTATE
Previous: AMERICAN LEASING INVESTORS VIII-B L P, 10-Q, 1997-08-18
Next: CORPORATE REALTY INCOME FUND I L P, 10-Q, 1997-08-18



================================================================================
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 10-Q


[ X ]        QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended June 30, 1997

                         Commission file number 0-15753

                      HIGH EQUITY PARTNERS L.P. - SERIES 86
             (Exact name of registrant as specified in its charter)


        DELAWARE                                                13-3314609
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                               Identification No.)


                   411 West Putnam Avenue, Greenwich, CT 06830
                    (Address of principal executive offices)

                                 (203) 862-7000
              (Registrant's telephone number, including area code)

                                      None
              (Former name, former address and former fiscal year,
                         if changed since last report)

Indicate by check whether the registrant  (1) has filed all reports  required to
be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

                           Yes   [ X ]       No   [   ]

<PAGE>
                                      INDEX

                                                                                


Part I. Financial Information:

Balance Sheets--June 30, 1997 and December 31, 1996  

Statements of Operations--Three and Six Months Ended June 30, 1997 and 1996     

Statement of Partners' Equity--Six Months Ended June 30, 1997                   

Statements of Cash Flows--Six Months Ended June 30, 1997 and 1996               

Notes to Financial Statements                                                   

Management's Discussion and Analysis of Financial
Condition and Results of Operations                                             

Part II. Other Information:

Legal Proceedings, Other Events and Exhibits
and Reports on Form 8-K                                                         

<PAGE>
<TABLE>
<CAPTION>
        HIGH EQUITY PARTNERS L.P. - SERIES 86 - FORM 10-Q - JUNE 30, 1997 

                                 BALANCE SHEETS

ASSETS
                                                 June 30, 1997   December 31, 1996
                                                   -----------       -----------
<S>                                                <C>               <C>
Real estate ................................       $49,800,488       $50,401,985
Cash and cash equivalents ..................         7,491,740         7,409,578
Other assets ...............................         3,961,081         3,867,372
Receivables ................................           287,005           300,450
                                                   -----------       -----------

                                                   $61,540,314       $61,979,385
                                                   ===========       ===========


LIABILITIES AND PARTNERS' EQUITY


Accounts payable and accrued expenses ......       $ 2,079,267       $ 2,131,201
Distributions payable ......................           594,200           383,754
Due to affiliates ..........................           413,170         1,325,213
                                                   -----------       -----------
                                                     3,086,637         3,840,168
                                                   -----------       -----------


Commitments and contingencies


PARTNERS' EQUITY:


Limited partners' equity (588,010
     units issued and outstanding) .........        55,527,105        55,231,308
General partners' equity ...................         2,926,572         2,907,909
                                                   -----------       -----------

                                                    58,453,677        58,139,217
                                                   -----------       -----------

                                                   $61,540,314       $61,979,385
                                                   ===========       ===========


                        See notes to financial statements 
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                  HIGH EQUITY PARTNERS L.P. - SERIES 86 - FORM 10-Q - JUNE 30, 1997

                                       STATEMENTS OF OPERATIONS


                                              For the Three Months Ended  For the Six Months Ended
                                                      June 30,                    June 30,
                                             ---------------------------   -------------------------
                                                1997           1996           1997           1996
                                             ----------     ----------     ----------     ----------
<S>                                          <C>            <C>            <C>            <C>
Rental Revenue .........................     $2,698,473     $3,120,575     $5,796,294     $5,857,027
                                             ----------     ----------     ----------     ----------
Costs and Expenses:

     Operating expenses ................      1,138,015      1,326,404      2,258,583      2,627,882
     Depreciation and amortization .....        504,845        511,061      1,009,690      1,020,851
     Partnership management fee ........        351,551        351,551        703,102        703,102
     Administrative expenses ...........        239,927        137,156        460,774        264,488
     Property management fee ...........         82,063         95,058        174,889        172,225
                                             ----------     ----------     ----------     ----------

                                              2,316,401      2,421,230      4,607,038      4,788,548
                                             ----------     ----------     ----------     ----------


Income before interest and other income         382,072        699,345      1,189,256      1,068,479

     Interest income ...................         83,150         46,408        162,866        103,049

     Other income ......................         21,865         32,000         30,040         46,520
                                             ----------     ----------     ----------     ----------

Net income .............................     $  487,087     $  777,753     $1,382,162     $1,218,048
                                             ==========     ==========     ==========     ==========


Net income attributable to:


     Limited partners ..................     $  462,733     $  738,865     $1,313,054     $1,157,146

     General partners ..................         24,354         38,888         69,108         60,902
                                             ----------     ----------     ----------     ----------


Net income .............................     $  487,087     $  777,753     $1,382,162     $1,218,048
                                             ==========     ==========     ==========     ==========


Net income per unit of limited
     partnership interest (588,010 units
     outstanding) ......................     $      .79     $     1.26     $     2.23     $     1.97
                                             ==========     ==========     ==========     ==========

                        See notes to financial statements
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
           HIGH EQUITY PARTNERS L.P. - SERIES 86 - FORM 10-Q - JUNE 30, 1997

                             STATEMENT OF PARTNERS' EQUITY


                                        General           Limited
                                        Partners'        Partners'
                                         Equity           Equity             Total
                                     ------------      ------------      ------------
<S>                                  <C>               <C>               <C>


Balance, January 1, 1997 .......     $  2,907,909      $ 55,231,308      $ 58,139,217

Net income for the six
months ended June 30, 1997 .....           69,108         1,313,054         1,382,162

Distributions as return of
capital for the six months ended
June 30, 1997 ($1.73 per
limited partnership unit) ......          (50,445)       (1,017,257)       (1,067,702)
                                     ------------      ------------      ------------

Balance, June 30, 1997 .........     $  2,926,572      $ 55,527,105      $ 58,453,677
                                     ============      ============      ============


                           See notes to financial statements 
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
        HIGH EQUITY PARTNERS L.P. - SERIES 86 - FORM 10-Q - JUNE 30, 1997

                            STATEMENTS OF CASH FLOWS

                                                      For The Six Months Ended
                                                               June 30,
                                                    ----------------------------
                                                        1997             1996
                                                    -----------      -----------
<S>                                                 <C>              <C>
Cash Flows From Operating Activities:

     Net income ...............................     $ 1,382,162      $ 1,218,048
     Adjustments to reconcile net income to net
     cash provided by operating activities:
         Depreciation and amortization ........       1,009,690        1,020,851
         Straight line adjustment for stepped
           lease rentals ......................         (82,016)        (187,886)
     Changes in asset and liabilities:
         Accounts payable and accrued expenses          (51,935)          91,470
         Due to affiliates ....................        (912,043)         (57,283)
         Receivables ..........................          13,445          194,666
         Other assets .........................        (158,795)        (256,822)
                                                    -----------      -----------

     Net cash provided by operating activities        1,200,508        2,023,044
                                                    -----------      -----------


Cash Flows From Investing Activities:

     Improvements to real estate ..............        (261,090)        (439,921)
                                                    -----------      -----------

Cash Flows From Financing Activities:

     Distributions to partners ................        (857,256)        (767,508)
                                                    -----------      -----------

Increase in Cash and Cash Equivalents .........          82,162          815,615

Cash and Cash Equivalents, Beginning of Year ..       7,409,578        4,752,024
                                                    -----------      -----------

Cash and Cash Equivalents, End of Quarter .....     $ 7,491,740      $ 5,567,639
                                                    ===========      ===========


                        See notes to financial statements
</TABLE>
<PAGE>
        HIGH EQUITY PARTNERS L.P. - SERIES 86 - FORM 10-Q - JUNE 30, 1997 

                          NOTES TO FINANCIAL STATEMENTS 

1. GENERAL

The accompanying  financial statements,  notes and discussions should be read in
conjunction  with  the  financial  statements,  related  notes  and  discussions
contained in the  Partnership's  annual report on Form l0-K/A for the year ended
December 3l, 1996.

The financial information contained herein is unaudited; however, in the opinion
of management,  all adjustments  necessary  (consisting only of normal recurring
adjustments)  for a fair  presentation of such financial  information  have been
included.

2. SIGNIFICANT ACCOUNTING POLICIES

         Impairment of Assets

The Partnership  evaluates the  recoverability  of the net carrying value of its
real  estate  and  related  assets  at  least   annually,   and  more  often  if
circumstances  dictate.  If this review  indicates  that the carrying value of a
property may not be recoverable, the Partnership estimates the future cash flows
expected to result from the use of the property  and its  eventual  disposition,
generally over a five-year holding period. In performing this review, management
takes into account,  among other things,  the existing  occupancy,  the expected
leasing prospects of the property and the economic situation in the region where
the property is located.

If the sum of the  expected  future cash flows,  undiscounted,  is less than the
carrying amount of the property,  the Partnership recognizes an impairment loss,
and reduces the carrying  amount of the asset to its estimated fair value.  Fair
value is the  amount  at which  the  asset  could be bought or sold in a current
transaction  between  willing  parties,  that  is,  other  than in a  forced  or
liquidation sale. Management estimates fair value using discounted cash flows or
market comparables, as most appropriate for each property. Independent certified
appraisers are utilized to assist management, when warranted.

Impairment  write-downs  recorded by the Partnership do not affect the tax basis
of the assets and are not  included in the  determination  of taxable  income or
loss.

Because the cash flows used to  evaluate  the  recoverability  of the assets and
their fair values are based upon projections of future economic events,  such as
property  occupancy  rates,  rental rates,  operating  cost inflation and market
capitalization  rates, the amounts ultimately realized at disposition may differ
materially  from the net carrying  values at the balance  sheet dates.  The cash
flows and  market  comparables  used in this  process  are  based on good  faith
estimates and  assumptions  developed by  management.  Unanticipated  events and
circumstances  may occur and some  assumptions may not  materialize;  therefore,
actual results may vary  materially  from the estimates.  The Partnership may in
the future  provide  additional  write-downs,  which could be material,  if real
estate markets or local economic conditions change.
<PAGE>
        HIGH EQUITY PARTNERS L.P. - SERIES 86 - FORM 10-Q - JUNE 30, 1997

                          NOTES TO FINANCIAL STATEMENTS

2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)


Recently Issued Accounting Pronouncement

The  Financial   Accounting   Standards  Board  issued  Statement  of  Financial
Accounting  Standards  No. 128,  "Earnings  per Share" in February,  1997.  This
pronouncement  establishes  standards for computing and presenting  earnings per
share,  and  is  effective  for  the  Partnership's   1997  year-end   financial
statements.  The Partnership's management has determined that this standard will
have no impact on the  Partnership's  computation or  presentation of net income
per unit of limited partnership interest.

Certain  reclassifications  were made to the prior year financial  statements in
order to conform them to the current period presentation.

Results of operations for the six months ended June 30, 1997 are not necessarily
indicative of the results to be expected for the entire year.

3. CONFLICTS INTEREST AND TRANSACTIONS WITH RELATED PARTIES

The Investment General Partner of the Partnership,  Resources High Equity,  Inc.
and the  Administrative  General Partner of the Partnership,  Resources  Capital
Corp., are wholly-owned subsidiaries of Presidio Capital Corp. ("Presidio")- See
Part II Item 5,  Other  Events.  Presidio  AGP  Corp.,  which is a  wholly-owned
subsidiary of Presidio,  is the Associate  General  Partner  (together  with the
Investment and Administrative  General Partners,  the "General  Partners").  The
General  Partners  and  affiliates  of the General  Partners are also engaged in
businesses related to the acquisition and operation of real estate.  Presidio is
also the parent of other  corporations  that are or may in the future be engaged
in businesses  that may be in  competition  with the  Partnership.  Accordingly,
conflicts  of  interest  may  arise  between  the  Partnership  and  such  other
businesses.  Wexford  Management  LLC  ("Wexford"),  has been engaged to perform
administrative  services to Presidio and its direct and indirect subsidiaries as
well as the  Partnership.  During the quarter ended June 30, 1997,  reimbursable
expenses to Wexford  amounted to $25,500.  Wexford is engaged to perform similar
services  for  other  similar  entities  that  may be in  competition  with  the
Partnership.

The  Partnership  has a property  management  services  agreement with Resources
Supervisory  Management  Corp.  ("Resources  Supervisory"),  an affiliate of the
General Partners, to perform certain functions relating to the management of the
properties of the  Partnership.  A portion of the property  management fees were
paid to unaffiliated  management  companies which are engaged for the purpose of
performing certain of the management  functions for certain properties.  For the
quarters  ended June 30, 1997 and 1996,  Resources  Supervisory  was entitled to
receive $82,063 and $95,058, respectively, of which $70,444 and $63,797 was paid
to unaffiliated management companies.

For the administration of the Partnership, the Administrative General Partner is
entitled to receive  reimbursement of expenses of a maximum of $200,000 per year
(exclusive of the administrative  expenses paid to Wexford).  The Administrative
General  Partner was entitled to receive  $50,000 for each of the quarters ended
June 30, 1997 and 1996.
<PAGE>
        HIGH EQUITY PARTNERS L.P. - SERIES 86 - FORM 10-Q - JUNE 30, 1997

                         NOTES TO FINANCIAL STATEMENTS

3. CONFLICTS OF INTEREST AND TRANSACTIONS WITH RELATED PARTIES (CONTINUED)

For managing the affairs of the Partnership,  the Administrative General Partner
is entitled to receive an annual partnership asset management fee equal to 1.05%
of the amount of original gross proceeds paid or allocable to the acquisition of
property by the  Partnership.  For each of the quarters  ended June 30, 1997 and
1996, the Administrative General Partner was entitled to receive $351,551.

The General  Partners  are  allocated  5% of the net income of the  Partnership,
which  amounted to $24,354 and $38,888 for the quarters  ended June 30, 1997 and
1996, respectively. They are also entitled to receive 5% of distributions, which
amounted to $29,711 and $19,188 for the  quarters  ended June 30, 1997 and 1996,
respectively.

During the liquidation stage of the Partnership,  the Investment General Partner
or an affiliate may be entitled to receive certain fees,  which are subordinated
to the limited  partners  receiving their original  invested capital and certain
specified minimum returns on their investment.

From July 1996 through July 1997,  Millenium  Funding III Corp.,  a wholly owned
indirect  subsidiary of Presidio,  purchased 8,305 units of the Partnership from
various  limited  partners.   These  units  represent  less  than  1.5%  of  the
outstanding limited partnership units of the Partnership.


4. REAL ESTATE

The following table is a summary of the Partnership's real estate as of:
<TABLE>
<CAPTION>

                                                  June 30,          December 31,
                                                    1997                1996
                                               ------------        ------------
<S>                                            <C>                 <C>
Land ...................................       $ 12,305,557        $ 12,305,557
Buildings and improvements .............         58,434,035          58,172,943
                                               ------------        ------------

                                                 70,739,592          70,478,500


Less:  Accumulated depreciation ........        (20,939,104)        (20,076,515)
                                               ------------        ------------

                                               $ 49,800,488        $ 50,401,985
                                               ============        ============
</TABLE>

No write-downs were recorded for the six months ended June 30, 1997 or 1996.
<PAGE>
        HIGH EQUITY PARTNERS L.P. - SERIES 86 - FORM 10-Q - JUNE 30, 1997

                         NOTES TO FINANCIAL STATEMENTS

5. DISTRIBUTIONS PAYABLE
<TABLE>
<CAPTION>
                                                         June 30,     December 31,
                                                           1997           1996
                                                         --------       --------
 
<S>                                                      <C>            <C>
Limited partners ($.96 and $.62 per unit) ........       $564,489       $364,566
General partners .................................         29,711         19,188
                                                         --------       --------

                                                         $594,200       $383,754
                                                         ========       ========

</TABLE>

Such  distributions  were paid in the quarters  subsequent  to June 30, 1997 and
December 31, 1996, respectively.

6.  DUE TO AFFILIATES
<TABLE>
<CAPTION>
                                                            June 30,     December 31,
                                                              1997          1996
                                                          ----------     ----------
<S>                                                       <C>            <C>
Partnership asset management fee ....................     $  351,551     $  351,551
Settlement and litigation cost reimbursement (Note 7)           --          824,511
Property management fee .............................         11,619         99,151
Non-accountable expense reimbursement ...............         50,000         50,000
                                                          ----------     ----------

                                                          $  413,170     $1,325,213
                                                          ==========     ==========

</TABLE>

Such amounts were paid in the quarters  subsequent to June 30, 1997 and December
31, 1996, respectively.
<PAGE>
        HIGH EQUITY PARTNERS L.P. - SERIES 86 - FORM 10-Q - JUNE 30, 1997

                         NOTES TO FINANCIAL STATEMENTS

7. COMMITMENTS AND CONTINGENCIES

On or about May 11,  1993 the  Partnership  was advised of the  existence  of an
action (the "California  Action") in which a complaint (the "HEP Complaint") was
filed in the Superior  Court for the State of  California  for the County of Los
Angeles (the  "Court") on behalf of a purported  class  consisting of all of the
purchasers of limited partnership interests in the Partnership. On April 7, 1994
the  plaintiffs  were granted leave to file an amended  complaint  (the "Amended
Complaint").

On November 30, 1995, after the Court preliminarily approved a settlement of the
California Action but ultimately  declined to grant final approval and after the
Court granted motions to intervene the original and Intervening Plaintiffs filed
a  Consolidated   Class  and  Derivative  Action  Complaint  (the  "Consolidated
Complaint")  against the  Administrative  and Investment  General Partners,  the
managing  general partner of HEP-85,  the managing general partner of HEP-88 and
the  indirect  corporate  parent  of  the  General  Partners.  The  Consolidated
Complaint  alleges  various  state law class and  derivative  claims,  including
claims for breach of fiduciary duties; breach of contract; unfair and fraudulent
business  practices under  California Bus. & Prof. Code Sec. 17200;  negligence;
dissolution,    accounting    and    receivership;    fraud;    and    negligent
misrepresentation.  The Consolidated Complaint alleges, among other things, that
the general  partners  caused a waste of HEP  Partnership  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 from the partnerships 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 HEP Partnership Units; 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 a heavily  overvalued  partnership  asset
management  fee;  and that  limited  partnership  units  were sold and  marketed
through the use of false and misleading statements.

On February 24, 1997, after the Court again preliminarily  approved a settlement
of the California Action but again ultimately  declined to grant final approval,
the Court  recused  itself from  considering a motion to intervene and to file a
new complaint in intervention by two of the objectors to the Revised Settlement,
granted the request of one plaintiffs' law firm to withdraw as class counsel and
scheduled future hearings on various matters.

Thereafter,  the  Intervening  Plaintiffs  filed  and then  revised  an  Amended
Consolidated  Class Action and Derivative  Action  Complaint (the Second Amended
Consolidated  Complaint)  which  asserts  substantially  the same  claims as the
Consolidated   Complaint,   eliminates   certain  legal  infirmities  from  that
Consolidated  Complaint,  and presents more detailed  factual  allegations.  The
General  Partners  believe  that  the  Second  Amended  Consolidated   Complaint
continues to be subject to challenge on legal  grounds and have filed  demurrers
and a motion to strike. These matters likely will be heard and determined by the
court in early September 1997.
<PAGE>
        HIGH EQUITY PARTNERS L.P. - SERIES 86 - FORM 10-Q - JUNE 30, 1997

                         NOTES TO FINANCIAL STATEMENTS

7.       COMMITMENTS AND CONTINGENCIES (CONTINUED)


The Limited  Partnership  Agreement provides for  indemnification of the General
Partners and their  affiliates in certain  circumstances.  The  Partnership  has
agreed to reimburse  the General  Partners  for their  actual costs  incurred in
defending  this  litigation  and the costs of  preparing  settlement  materials.
Through  December 31, 1996,  the General  Partners had billed the  Partnership a
total of $824,511 for these costs which was paid in February 1997.

The  General   Partners  believe  that  each  of  the  claims  asserted  in  the
Consolidated Complaint are meritless and intend to continue to vigorously defend
the California Action. It is impossible at this time to predict what the defense
of the California  Action will cost, the Partnership's  financial  exposure as a
result of the  indemnification  agreement discussed above, and whether the costs
of defending could adversely  affect the Managing General  Partner's  ability to
perform its obligations to the Partnership.
<PAGE>
        HIGH EQUITY PARTNERS L.P. - SERIES 86 - FORM 10-Q - JUNE 30, 1997

                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

LIQUIDITY AND CAPITAL RESOURCES

Working  capital  reserves are temporarily  invested in short-term  money market
instruments  and  together  with cash flow from  operations,  are expected to be
sufficient to fund future capital improvements to the Partnership's  properties.
As of June 30, 1997,  total working capital  reserves  amounted to approximately
$5,179,000.  The Partnership intends to distribute to its partners less than all
of its future cash flow from operations in order to assure adequate reserves for
capital improvements and capitalized lease procurement costs.

During the six months ended June 30, 1997, cash and cash  equivalents  increased
$82,162  as a result of net cash  provided  by  operations  in excess of capital
expenditures and distributions to partners.  The Partnership's primary source of
funds is cash flow  from the  operation  of its  properties,  principally  rents
received from  tenants,  which  amounted to $1,200,508  for the six months ended
June 30, 1997. The Partnership used $261,090 for capital expenditures related to
capital and tenant improvements to the properties and $857,256 for distributions
to partners during the six months ended June 30, 1997.

The  Partnership  expects to continue to utilize a portion of its cash flow from
operations to pay for various capital and tenant  improvements to the properties
and leasing commissions. Capital and tenant improvements and leasing commissions
may in the future exceed the  Partnership's  cash flow from operations.  In that
event, the Partnership  would utilize the remaining  working capital reserves or
sell one or more properties.

RESULTS OF OPERATIONS

The  Partnership  experienced an increase in net income for the six months ended
June 30, 1997  compared to the same period in 1996  primarily due to lower costs
and expenses in 1997. The  Partnership  experienced a decrease in net income for
the three  months  ended  June 30,  1997  compared  to the same  period in 1996,
primarily due to lower rental revenues,  partially offset by a decrease in costs
and expenses and higher interest income.

Rental  revenues  decreased  during both the six and three months ended June 30,
1997 at Melrose I due to certain tenants  vacating the premises in late 1996 and
early 1997.  The decrease  for the six months ended June 30, 1997 was  partially
offset by an increase in rental revenue at 568 Broadway and  Commonwealth due to
higher rental rates and occupancy rates, respectively, as lease renewals and new
leases  were  executed  in the  second  half of 1996 and in early  1997.  Rental
revenues also  decreased at Sutton Square during the three months ended June 30,
1997  compared  to 1996,  due to lower  percentage  rent  income in the  current
period.

Costs and expenses decreased during the six and three months ended June 30, 1997
compared to the same periods in 1996,  primarily  due to a decrease in operating
expenses,  partially offset by an increase in administrative expenses. Operating
expenses  decreased during both the six and three months ended June 30, 1997 due
to decreases in bad debt  expenses and real estate taxes at certain  properties.
Bad debt expenses decreased in the current periods at Commonwealth and Melrose I
because certain tenants vacated in 1996 at which time the receivables  deemed to
<PAGE>
        HIGH EQUITY PARTNERS L.P. - SERIES 86 - FORM 10-Q - JUNE 30, 1997

                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

be  uncollectible  were written off. No such bad debt  expenses were incurred in
the current  period.  Real estate taxes  decreased in the current periods as tax
appeals resulted in lower assessed values and lower real estate taxes at Melrose
I and  other  properties.  Administrative  expenses  for both the six and  three
months ended June 30, 1997 increased compared to the same periods in 1996 due to
higher  legal and  accounting  fees  related to ongoing  litigation  and the HEP
settlement.

Interest income increased during the six and three months ended June 30, 1997 as
compared to the same periods in 1996 due to higher cash  balances.  Other income
decreased  during both the six and three months ended June 30, 1997  compared to
the same periods in 1996 due to fewer investor transfers.

Inflation  is not  expected  to  have a  material  impact  on the  Partnership's
operations or financial position.

Legal Proceedings

The  Partnership is a party to certain  litigation.  See Note 7 to the financial
statements for a description thereof.
<PAGE>
        HIGH EQUITY PARTNERS L.P. - SERIES 86 - FORM 10-Q - JUNE 30, 1997



                           PART II. OTHER INFORMATION 


Item 1 - Legal Proceedings

         (a)      See   Management's   Discussion   and  Analysis  of  Financial
                  Condition  and Results of  Operations  and Notes to  Financial
                  Statements - Note 7 which is herein incorporated by reference.


ITEM 5 - Other Events


         On July 25, 1997, Weford Management LLC ("Wexford"),  the administrator
         for  Presidio  Capital  Corp.  ("Presidio"),   the  parent  company  of
         Resources Capital Corp.,  Resources High Equity, Inc., and Presidio AGP
         Corp., the  Administrative,  Investment and Associate General Parnters,
         respectively,   of  High  Equity   Partners  L.P.  -  Series  86,  (the
         "Partnership"),  received notive from Presidio  Holding  Company,  LLC,
         which stated that it was the holder of 63% of the  outstanding  Class A
         common shares of Presidio,  and that it was seeking to remove the three
         current Class A directors and replace them with Edward  Scheetz,  David
         Hamamoto  and David King  effective  as of 12:00 p.m. on  September  2,
         1997. There exists  substantial  doubt as to the  effectiveness of such
         notice.  On August 15, 1997,  Presidio applied to the Judge of the High
         Court in the British Virgin Islands for a declaration  that the written
         resolution of Presidio  Holding LLC dated July 25, 1997 was invalid and
         of no effect  insofar as it purports to be a written  resolution of the
         Class A Members of Presidio.

         As of August 18, 1997, there have been no changes in the composition of
         the  officers or directors of the general  partners.  In addition,  the
         administrative services agreement with Wexford remains in effect and is
         scheduled to terminate November 1997.

Item 6 - Exhibits and Reports on Form 8K

         (a)      Exhibits:  There were no exhibits filed

         (b)      Reports on Form 8K:  None
<PAGE>
        HIGH EQUITY PARTNERS L.P. - SERIES 86 - FORM 10-Q - JUNE 30, 1997 



                                   SIGNATURES

 Pursuant  to the  requirements  of the  Securities  Exchange  Act of 1934,  the
 Registrant  has duly  caused  this  report to be  signed  on its  behalf by the
 undersigned thereunto duly authorized.


                                         High Equity Partners L.P. - Series 86


                                      By:      Resources Capital Corp.,
                                               Administrative General Partner




 Dated: August 18, 1997               By:      /S/  Joseph M. Jacobs
                                               ---------------------
                                               Joseph M. Jacobs
                                               President
                                               (Duly Authorized Officer)








 Dated: August 18, 1997               By:      /S/  Jay L. Maymudes
                                               --------------------
                                               Jay L. Maymudes
                                               Vice President, Secretary
                                               and Treasurer
                                               (Principal Financial and
                                               Accounting Officer)


<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
The  schedule  contains  summary   information   extracted  from  the  financial
statements of the June 30, 1997 Form 10-Q of High Equity Partners L.P.-Series 86
and is qualified in its entirety by reference to such financial statements.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-END>                               JUN-30-1997
<CASH>                                       7,491,740
<SECURITIES>                                         0
<RECEIVABLES>                                  287,005
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                                     0
<PP&E>                                               0
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                              61,540,314
<CURRENT-LIABILITIES>                                0
<BONDS>                                              0
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                  58,453,677
<TOTAL-LIABILITY-AND-EQUITY>                61,540,314
<SALES>                                              0
<TOTAL-REVENUES>                             5,796,294
<CGS>                                                0
<TOTAL-COSTS>                                2,258,583
<OTHER-EXPENSES>                             2,348,455
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                              1,382,162
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                          1,382,162
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                 1,382,162
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
         

</TABLE>


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission